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Course Objective To introduce participants to merger & acquisition transactions as a strategic tool and discuss key aspects of merger

& acquisition activity including the M&A process, valuation, transaction structuring alternatives, and the legal, tax and accounting considerations . The M&A course examines transactions involving ownership changes from a structure and valuation perspective using case studies, lectures and class discussions. Objectives of the course are to: 1) understand how corporates use M&A to reposition their asset portfolio to increase shareholder value and market competitiveness, 2) formulate strategic rationale underlying deal proposals, 3) examine tools used in the evaluative stages of M&A transactions including target selection, due diligence deal structuring and valuation, 4) evaluate alternate valuation techniques to estimate the optimal price range in a transaction, and 5) investigate the challenges of integrating cultures, processes, people and systems in the context of post merger integration scenario. Pitch Book and Presentation Each group shall represent either a strategic or financial buyer as the acquiring entity in their analysis. Before you begin your analysis, each group should meet the course facilitator and submit an outline of the proposed project. The outline should include an overview of the target firm, detailed rationale on why the acquisition should take place, sources of information to be used in the report, and a summary on why and how the target has been zeroed in upon. The outline should also include details on the techniques the group will use to analyze the project including a discussion on how you will estimate the value created in the proposed transaction. This outline is due no later than November 20th. You should cite appropriate references to published material that is used in preparation of the report. Selection of the Companies Involved Groups are advised to represent an acquiring company and to be creative in selecting a logical and defendable acquisition target. It is important to be diligent and ensure that the merits of the proposal are defendable from both strategic and economic perspectives. In general, the disclosure provided by public companies makes it much easier to estimate the value of a target and determine the financial impact on both firms from the acquisition.

Grading of Project The grade for the project will be based on three criteria: 1. Quality of writing. a. clearly and succinctly explain why the proposed deal makes sense b. why the offering price and other terms of the deal are appropriate. c. clearly explain assumptions and sources of information along with any caveats you may have about your analysis. d. The ability to sort through limited, of poor quality, or biased data, to determine which are most critical for making the right decision, to make logical assumptions, and to articulate why a particular acquisition makes sense are necessary skills. e. Use bullet points where appropriate and avoid long rambling text in your report. 2. Quality and depth of analysis. a. Rationale for recommendations on an offer price and other terms of the deal. b. Demonstrable efforts that you have quantitatively analyzed the merits of the proposal. In the case of a valuation analysis, for example, use of comprehensive approach using several techniques based on clear and defendable assumptions. 3. Overall selection of a target and concise reasons for why this acquisition should occur. a. A key part of the grade will come from convincing the reader of the merits of your proposed transaction.

Ability to come up with a proposal that has tangible merit and has a realistic probability of successful execution.

Representative Framework: The pitch book should be written as though you will be presenting to the board of promoters/directors of the potential seller/target/client. Make sure you include the following: An Executive Summary with your recommendations including: o the potential valuation range at this time o summary of the most likely alternate potential buyers for the company An Industry Overview, including o a list of the major players, o the outlook for the industry, o recent M&A activity in the industry, o any other major trends affecting the industry which should be considered A Company Overview including o a summary of the business, o its competitive position within the industry, o recent historical financial results and forecast, o a summary of current ownership, o historical stock price activity, o key investment highlights which you feel make this an attractive acquisition candidate, o key uncertainties relating to the company that could affect the process A Valuation Analysis of the company using multiple methodologies, and a value range which you feel is obtainable based on your valuation work A Potential Buyer Assessment, including: o The potential strategic buyers from the industry and why you believe they would be interested o A list of other potential strategic buyers, if any, from outside the industry and why you feel they might be potentially interested o Whether you feel financial buyers (i.e. private equity firms) in general may be viable suitors and why or why not An evaluation of any other important factors which you believe the board should consider in its decision