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FINANCIAL MARKET COURSES

Mergers & Acquisitions (M&A)

This course provides a broad overview of mergers and acquisitions (M&A). It describes the potential motives for engaging in a merger such as synergies, revenue enhancement and tax benefits. The defensive tactics available to firms subject to a hostile takeover bid and the different stages and participants in the merger process are described in detail. Finally, the history and development of the M&A market and relevant market codes and regulation are also discussed.

  • OBJECTIVES

    On completion of this course, you will be able to:

    Outline the key types of mergers and acquisitions

    Explain the motives behind these transactions and the defensive tactics adopted by targets

    Describe the key steps in the merger process

  • COURSE OUTLINE

    Topic 1: Overview of Mergers & Acquisitions

    What are Mergers & Acquisitions?

    Friendly and Hostile Takeovers

    Hostile Takeovers – Defensive Tactics

    o Staggered Board

    o Supermajority Provision

    o Asset Restructuring

    o Poison Pill

    • Preferred Stock Plan

    • Flip-Over Plan

    • Flip-In Plan

    • Back-End Plan

    • Poison Put

    o White Knight

    o Golden Parachute

    o Greenmail

    o Recapitalization/Share-buy back

    o Other Defensive Tactics

    • Stanstill Agreement

    • Litigation

    • Pac-Man Defense

    • Exclusionary Self-Tender

    Classifications of Mergers

    o Horizontal Mergers

    o Vertical Mergers

    o Conglomerate Mergers

    Diversitites (Demergers)

    Reverse Mergers

    Accounting & Tax Considerations

    Regulation

    o City Code on Takeovers and Mergers

    o EU Takeover Directive

    o Williams Act (US)

    Topic 2: Motives for Mergers & Acquisitions

    Synergies

    o Operational Synergy

    o Managerial Synergy

    o Financial Synergy

    Revenue Enhancement

    o Market Power

    o Strategic Advantages

    o Marketing gains

    Tax Benefits

    o Tax Losses

    o Increased Debt Capacity

    o Surplus Funds

    Lower Capital Requirements

    Information Asymmetry

    Bad Motives for Engaging in Mergers

    o Diversification

    o Earnings in Growth

    o Management Failings

    Topic 3: The Merger Process

    The Role of Advisors in M&A Transactions

    o Financial Advisors

    o Financiers

    o Accountancy an Auditing Firms

    o Other Advisors

    Phases in the Merger Process

    o Development of M&A Strategy

    o Identification & Evaluation of Target Company

    o Negotiations

    o The Transaction

    Post-Merger Integration

  • PREREQUISITE KNOWLEDGE

  • ESTIMATED COMPLETED TIME

    75 Minutes

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