Master Class in Mergers & Acquisitions. Organisers: CBS MBA Alumni Society in collaboration with the CBS Executive MBA Program

Transcription

1 Master Class in Mergers & Acquisitions Organisers: CBS MBA Alumni Society in collaboration with the CBS Executive MBA Program

2 Master Class in Mergers & Acquisitions There is reason to anticipate that the business world will witness a new surge in Mergers & Acquisitions (M&A) in the coming years. The increase will be triggered by continued globalisation deregulation and privatisation technological developments restructuring of mature industries consolidation of fragmented industries sale of family owned enterprises due to the need for generational change and increasing equity valuations more financially strong buyers (e.g. private equity funds) The aim to obtain an increase in size is not a sufficient M&A rationale. M&A is a tool to realise a company s strategic plan and hence strategic motives should drive the M&A transaction. Companies undertake Mergers and Acquisitions from different strategic motivations in order to enhance their competitive advantage pre-empt competitors from enhancing their competitive advantage gain access to new markets gain access to new technologies, competencies, managerial talent etc. M&A transactions are essentially driven by these competitive requirements that in turn are propelled by the expectations of the companies shareholders. Making decisions concerning Mergers and Acquisitions is both a science and an art. In consolidating two separate companies, issues of strategy, valuation, corporate culture and many more must come together. Growing through acquisitions Skepticism about the value-creating potential of mergers and acquisitions is unwarranted New research by The Boston Consulting Group demonstrates that, contrary to academic opinion and the recent public record of acquisitions, acquisitive growth strategies create superior shareholder returns Despite negative studies and headlines, mergers and acquisitions will continue to be an important component in building successful strategies for growth The Boston Consulting Group

3 Program Overview 25 October Acquisition Strategy / Criteria Moderator Professor Per Jenster, CBS 15:00-16:00 Per Jenster, CBS Introduction to M&A 16:15-17:15 Sudi Sudarsanam, Cranfield, UK Company Strategy 17:30-18:30 Sudi Sudarsanam, Cranfield, UK Acquisition Strategy 18:45-19:30 Sudi Sudarsanam, Cranfield UK Acquisition Criteria Dinner Speaker Kim Bødker, Carnegie When to sell a company 28 October Target, Search and Valuation Moderator Professor Thomas Plenborg, CBS 15:00-16:00 Chr. Dyvig, Nordic Capital Searching for Target 16:15-17:15 Thomas Plenborg, CBS DCF Valuation 17:30-18:30 Thomas Plenborg, CBS Multiple Valuation 18:45-19:30 Jesper Møller & Jens Ebbe Olesen, ISS Systematic Acquisition Process Dinner Speaker Nina Movin, Nordea Stock Market Issues 4 November Finance and Ownership Moderator Professor Thomas Plenborg, CBS 15:00-16:00 Thomas Plenborg, CBS Finance Alternatives 16:15-17:15 Christian Frigast, Axcel Private Equity / Venture Financing 17:30-18:30 Peter Korsholm, EQT LBO/MBO/MBI 18:45-19:30 Dinner Speaker Otto Vinther Christensen, Mezzanin Kapital A/S Peter M Kofoed, Danish Business Angel Network Alternative Financing Business Angel Financing 11 November Structural Issues Moderator Professor Jan Schans Christensen, University of Copenhagen 15:00-16:00 Jan Schans Christensen, Univ. Cph. Structural Planning 16:15-17:15 Knud Legaard, Deloitte Tax Considerations 17:30-18:30 Søren Nørbjerg, Advizer Planning the Transaction 18:45-19:30 Jan Schans Christensen, Univ. Cph. Legal Aspects Dinner Speaker Peter Secher, Danske Bank New Types of Financing

4 18 November Due Dilligence Moderator Professor Jan Schans Christensen, University of Copenhagen 15:00-16:00 Lars Terney & Bent Dyhre Hansen, The Boston Consulting Group Strategic Due Dilligence 16:15-17:15 Lars Berg-Nielsen, Deloitte Financial Due Dilligence 17:30-18:30 Claus Berner Nielsen, Abel & Skovgård Larsen Legal Due Dilligence 18:45-19:30 Claus Primdal, COWI Environmental Due Dilligence Dinner Speaker Finn Lauritzen, Danish Competition Authority Merger Control 25 November Negotiation & Share Purchase Agreement Moderator Professor Jan Schans Christensen, University of Copenhagen 15:00-16:00 Jan Schans Christensen, Univ. Cph. Documenting the Transaction 16:15-17:15 Jens Chr. Hesse Rasmussen, Bech-Bruun Dragsted Share Purchase Agreement 17:30-18:30 Oscar Mosgaard, Carnegie Bid Management 18:45-19:30 Oscar Mosgaard, Carnegie Negotiation Dinner Speaker Jesper Mailind, GN Resound Practical Acquisition Challenges 9 December Post Merger Integration Moderator Professor Per Jenster, CBS 15:00-16:00 Per Jenster, CBS Change Management 16:15-17:15 Professor Maiken Schultz, CBS Organisational, Human and Cultural Issues 17:30-18:30 Jens Harsaae, The Boston Consulting Group Post Merger Integration 18:45-19:30 Søren Laungaard, Maersk Sealand Integration of Maersk Line and Sealand, Inc. Dinner Speaker Kurt K. Larsen, DSV Merging Different Cultures The Master Class will take participants through the entire Merger and Acquisition process. From identifying target companies to post-merger integration, participants will be introduced to the latest frameworks and tools to ensure successful M&A transactions, but also learn how to avoid the common pitfalls of M&A. The Master Class will have an integrated and multidisciplinary approach to M&A. Holistically, the Master Class will combine strategic, economic, financial, legal, technical and organizational approaches to M&A. Program Development, CBS MBA Alumni Society Jacob Therkelsen Jens Søndergaard Søren Elmann Ingerslev 3

5 Who Leads the M&A Master Class? Sudi Sudarsanam Professor of Finance and Corporate Control, Cranfield School of Management, UK Per Jenster Professor of International Marketing and Strategy at Copenhagen Business School. Professor of Finance and Corporate Control at Cranfield School of Management in the UK. Before that he was Professor of Finance and Accounting at City University of London. His main areas of research interest are in corporate restructuring, mergers and acquisitions and corporate strategy. He is one of the leading authorities on mergers and acquisitions in Europe and author of the standard work in this area Creating Value from Mergers and Acquisitions (Prentice Hall, 2003). Furthermore he has published extensively in leading academic journals on mergers and acquisitions. Thomas Plenborg Professor, Accounting and Auditing, Copenhagen Business School Professor of International Marketing and Strategy at the Department of International Economics and Management at Copenhagen Business School. He was formerly on the marketing faculty of IMD, Lausanne, Switzerland with responsibility for teaching and research within strategic management and marketing. His industry experience includes extensive senior management consulting for major Danish international corporations. He has published widely in leading academic journals. Jan Schans Christensen Professor of Corporate Law at the University of Copenhagen Thomas Plenborg is Professor at Department of Accounting and Auditing, Copenhagen Business School. He has published more than 25 papers since 1996 and presented several of those at international conferences within market based accounting research. Thomas Plenborg wrote his Ph.D. Dissertation at Copenhagen Business School: The information content of accrual and cash flow based performance measures from a Danish and US perspective after having studied at Stern School of Business, New York University as part of the Ph.D. Jan Schans Christensen is Professor of corporate law at the University of Copenhagen. He is the author of various books and articles on corporate and business law matters. For many years Jan Schans Christensen was engaged in the practice of law, with Danish law firms, as an associate of Debevoise & Plimpton, New York, and as a partner of the Danish law firm Bech-Bruun & Trolle. His main fields of work included corporate law, corporate transactions, privatizations, corporate finance and securities regulations. Real life cases and experiences will be presented by: Maersk Sealand Deloitte Carnegie Boston Consulting Group ISS DSV Axcel EQT Nordic Capital COWI

6 Objectives The Master Class aims to equip participants with knowledge to understand Mergers and Acquisitions at the strategic, tactical and operational level: What needs to be done and how to put it into practice. Specifically, it aims to integrate the management of strategic, financial and leadership aspects in support of value-creating Mergers and Acquisitions. Benefits The Master Class will enable participants to understand the role of Mergers and Acquisitions in corporate strategy develop an acquisition strategy to build competitive advantage and create shareholder value valuate acquisition targets understand financial and accounting implications assess regulatory constraints assess bid tactics and negotiations understand the human factors of M&A transactions plan and implement successful post-merger integration. Furthermore, participants have the option to prepare a paper, which will be graded by the professors. Diplomas will be issued to participants whose paper pass the grading. Who should attend? The Master Class is specifically tailored as a postgraduate program for CBS Executive MBAs. Enrolment is, however, also open for other senior corporate executives, general managers and their advisors who want to know how M&A can help achieve strategic objectives and how to execute valuecreating M&A transactions. Copenhagen Business School The Copenhagen Business School offers the leading Executive MBA Program in Northern Europe and since 2003 also a full-time MBA program. For ten years the CBS Executive MBA Program has transformed already successful managers and executives into truly gifted leaders. The program has helped participants become more creative problem solvers and stimulated an enhanced way of thinking allowing them to progress faster. Copenhagen Business School CBS MBA Alumni Society Executive MBA Program Dalgas Have 15 DK-2000 Frederiksberg Contacts and sign-up: Anni Vagner Program Co-ordinator av.mba@cbs.dk Trine Rasmussen Program Co-ordinator tr.mba@cbs.dk Phone: Fax: Location Copenhagen Business School, Dalgas Have 15, Frederiksberg Fee for the seven sessions DKK 15,500 excl. VAT (for members of the CBS MBA Alumni Society) DKK 18,500 excl. VAT (for other participants). The fee includes course materials and a dinner after each session. Guest speakers have been invited for the dinners and will address participants on M&A related issues. Language English Diploma A Diploma will be issued to participants who submit and pass the optional exam. CBS MBA Alumni Society reserves the right to make changes to the program outlined in this brochure