Certified Merger and Acquisition

Analyst
VS-1005

Certified Merger and Acquisition Analyst
www.vskills.in



Certified Certified Certified Certified Merger and Acquisition Merger and Acquisition Merger and Acquisition Merger and Acquisition Analyst Analyst Analyst Analyst

Certification Code Certification Code Certification Code Certification Code VS VS VS VS- -- -10 10 10 100 00 05 55 5
Vskills certification in Merger and Acquisitions provides a brief overview of te tecniques
and practice involved in te process of !erger and acquisitions" #e purpose of te course
is to bring about an understanding of ow !ergers and acquisitions work" #e certification
asses te candidates on te basis of te rationale to select acquisition targets$ valuation and
capability to andle co!ple% process suc as identifying acquisition strategies$ closing te
deal and tinking troug integration issues etc" &racticing !ergers and acquisitions
requires a strong proficiency in accounting$ finance and business acu!en"

'y sould one take tis certification( 'y sould one take tis certification( 'y sould one take tis certification( 'y sould one take tis certification(
#e certification e%a! elps working professionals in i!proving skills and getting better
equipped for te )ob or for te purpose of proving te e!ployer tat you posses te skills
required to perfor! te task" #e certification elps build your CV and acts as an
additional qualification tat significantly i!proves your cances of getting te desired role"

'o will benefit fro! taking tis certification( 'o will benefit fro! taking tis certification( 'o will benefit fro! taking tis certification( 'o will benefit fro! taking tis certification(
*ob seekers looking to find e!ploy!ent in te field of M+A of various co!panies$
students generally wanting to i!prove teir skill set and !ake teir CV stronger and
e%isting e!ployees looking for a better role by proving teir e!ployers te value of teir
skills troug tis certification"

#est ,etails- #est ,etails- #est ,etails- #est ,etails-
,uration- ,uration- ,uration- ,uration- .0 !inutes
/o" of questions- /o" of questions- /o" of questions- /o" of questions- 50
Ma%i!u! !arks- Ma%i!u! !arks- Ma%i!u! !arks- Ma%i!u! !arks- 50$ &assing !arks- 05 150234 #ere is no negative !arking in
tis !odule"

5ee Structure- 5ee Structure- 5ee Structure- 5ee Structure-
6s" 7$0008- 19ncludes all ta%es3

Certified Merger and Acquisition Analyst
www.vskills.in

Co!panies tat ire Co!panies tat ire Co!panies tat ire Co!panies tat ire Vskills Vskills Vskills Vskills Merger and Acquisition Merger and Acquisition Merger and Acquisition Merger and Acquisition Analyst Analyst Analyst Analyst
Vskills Certified Merger and Acquisition Analyst !igt find e!ploy!ent in all kind of
co!panies$ big or s!all$ playing i!portant roles in providing strategic and operational
guidance" #e certified candidates !ay get ired as consultants to co!panies or invest!ent
banks to acts as inter!ediary to broker a deal or serve as an advisor eiter to te acquirer
or te target co!pany$ and !ay also elp in financing a deal"
Certified Merger and Acquisition Analyst
www.vskills.in



Table of Content


9ntroduction to M + A 9ntroduction to M + A 9ntroduction to M + A 9ntroduction to M + A
1"1 :nderstanding ;ey ter!s
1"0 Motivation beind M+A
1"7 5unda!ental of M+A
1"< #ypes of M+A ,eals
1"5 Stages in M+A
1". Callenges of M+A deals
Seller=s perspective Seller=s perspective Seller=s perspective Seller=s perspective
1"> Selling &rocess and ,ecision &at
1"? &reparing for sale
1"@ &reparation !istakes
1"10 :nderstanding seller=s ob)ective
1"11 &ost closing plans
Auyer=s perspective Auyer=s perspective Auyer=s perspective Auyer=s perspective
1.12 Building the team
1.13 Designing acquisition plan
1.14 Approaching for sale
1.15 Dealing with the seller
Corporate 6estructuring Corporate 6estructuring Corporate 6estructuring Corporate 6estructuring
1.16 Meaning and Scope of restructuring
1.17 Modes of corporate restructuring
1.18 Planning, formulation and execution of corporate restructuring strategies
Manage!ent Manage!ent Manage!ent Manage!ent &rocess &rocess &rocess &rocess
1.19 Risk Management
1.20 Assumption Management
1.21 Dependency Management
1.22 Quality Management
1.23 Cost Management
1.24 Stakeholder Management
1.25 Communications Management
1.26 Issue Management
Begal 6egulations Begal 6egulations Begal 6egulations Begal 6egulations
1.27 Companies Act, 1956
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1.28 Competition Act, 2002
1.29 Foreign Exchange Management Act, 1999
1.30 SEBI Takeover Code, 1994
1.31 Indian Income Tax Act, 1961
1.32 SEBI (Buy-back of Securities) Regulations, 1998
1.33 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
1.34 SEBI (Delisting of Securities) Guidelines, 2003
Cross Aorder !ergers and acquisition Cross Aorder !ergers and acquisition Cross Aorder !ergers and acquisition Cross Aorder !ergers and acquisition
1.35 Trends and Pattern
1.36 Reasons for Cross border deals
1.37 Intensity of cross border deals
1.38 Value involvement and route of acquisition
1.39 Inbound and Outbound Cross Border M&A
Corporate de!erger and reverse !erger Corporate de!erger and reverse !erger Corporate de!erger and reverse !erger Corporate de!erger and reverse !erger
1.40 Concept and modes of demerger
1.41 Demerger and voluntary winding up
1.42 Procedural aspects of reverse merger
1.43 Tax aspects and reliefs policies
,ue diligence ,ue diligence ,ue diligence ,ue diligence
1.44 Process and organization for due diligence
1.45 Types of Due diligence
&ricing and Valuation &ricing and Valuation &ricing and Valuation &ricing and Valuation
1.46 Key concepts of pricing
1.47 Valuation overview
1.48 Factors influencing valuation
1.49 Methods of valuation
1.50 Challenges in valuation
5unding Merge 5unding Merge 5unding Merge 5unding Mergers and #akeovers rs and #akeovers rs and #akeovers rs and #akeovers
1.51 Financial alternatives
1.52 Funding through financial instruments
1.53 Funding through Financial institutions
/egotiation and Aidding /egotiation and Aidding /egotiation and Aidding /egotiation and Aidding
1.54 Takeover strategies
1.55 Styles of negotiation
1.56 Negotiation Process
1.57 Resistance strategies
&ost Merger 9ntegration &ost Merger 9ntegration &ost Merger 9ntegration &ost Merger 9ntegration
1.58 Change Management
1.59 Integration Planning
Certified Merger and Acquisition Analyst
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1.60 Integration Success
&ost Acquisition 6eview &ost Acquisition 6eview &ost Acquisition 6eview &ost Acquisition 6eview
1.61 Team Review
1.62 Post-deal audits
1.63 Role of advisors
&ost closing issue &ost closing issue &ost closing issue &ost closing issue
1.64 Staffing issues
1.65 Corporate culture
1.66 Corporate Identity
1.67 Postmerger key lessons
Certified Merger and Acquisition Analyst
www.vskills.in



Course Cutline Course Cutline Course Cutline Course Cutline


9ntroduction to M 9ntroduction to M 9ntroduction to M 9ntroduction to M + A + A + A + A
D%plains te !otivation beind !ergers and acquisition
D%plains te cyclic nature of !ergers and acquisitions
,iscusses te funda!entals of M+A deals in ter!s of volu!es and value
D%plains te !otivation beind M+A
Ariefly describe te stages involved in M+A deals
,iscusses te different categories of M+A deals suc as oriEontal$ vertical and
conglo!erate !ergers
D%plains te callenges faced in M+A deals
D%plains te rationale and ob)ectives of M+A deal fro! te sareolder=s and
!anagerial perspective
Seller=s perspective Seller=s perspective Seller=s perspective Seller=s perspective
D%plains te co!!on reasons for selling a co!pany
D%plains te process involved in selling and decision &at
9llustrates te necessary steps involved in sale suc as selecting seller=s tea!$
preparing te plan of action$ understanding !arket dyna!ics and valuation$
generating a target list$ conducting legal audits$ identifying !arketing strategies to
attract prospective buyer and !anaging te process
9llustrate co!!on preparation !istakes
D%plains te i!portance of deal ter!s and ter!s tat fits te sellers ob)ective
D%plains plans and strategies post closing
Auyer=s perspective Auyer=s perspective Auyer=s perspective Auyer=s perspective
D%plains te steps in asse!bling te tea! suc as lawyers$ e%ternal auditors$
valuation e%perts etc for e%ternal activities and finance$ operations$ sales and
!arketing tea! for internal activities
9llustrates te process involved in designing te acquisition plan suc as identifying
te ob)ective$ outlining te plan etc
D%plains te process involved wen approacing for sale
D%plains procedure to deal wit te seller=s !anage!ent tea!
Corporate 6estructuring Corporate 6estructuring Corporate 6estructuring Corporate 6estructuring
9llustrates about te !eaning and scope of restructuring
D%plains te !odes of corporate restructuring
D%plains te steps involved in planning$ for!ulation and execution of corporate
restructuring strategies
Certified Merger and Acquisition Analyst
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Manage!ent &rocess Manage!ent &rocess Manage!ent &rocess Manage!ent &rocess
D%plains te types of risk$ need of identifying risks$ relative significance and process
involved in !itigating risk
D%plains te process involved in risk !anage!ent suc as understanding te
deter!inants of risk beavior
D%plains te purpose of assu!ption !anage!ent and stage involved suc as
definition$ verification and closure stage
D%plains te purpose of dependency !anage!ent and stage involved suc as
definition$ delivery$ verification and closure stage
D%plains te quality !anage!ent process suc as conducting quality reviews and
deliverables review
D%plains te process of cost !anage!ent involving tracking and reviewing actual
cost$ cost variation$ analyEing overall perfor!ance and reconciliation of te
difference
,escribes te process involved in !anaging te resources taking into account
required skills$ supply$ availability and cost
,escribes te steps involves in stakeolder !anage!ent suc as identifying all
stakeolders$ constraints i!posed and understanding priorities of te stakeolder
D%plains te steps involved in co!!unications !anage!ent suc as
co!!unication planning$ infor!ation distribution and !arinating perfor!ance
reports
,escribes te issue !anage!ent process and stages involved
Begal 6egulations Begal 6egulations Begal 6egulations Begal 6egulations
Co!panies Act$ 1@5.
Co!petition Act$ 0000
5oreign D%cange Manage!ent Act$ 1@@@
SDA9 #akeover Code$ 1@@<
9ndian 9nco!e #a% Act$ 1@.1
SDA9 1Auy-back of Securities3 6egulations$ 1@@?
SDA9 1Substantial Acquisition of Sares and #akeovers3 6egulations$ 1@@>
Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003
Cross Aorder !ergers and acquisition Cross Aorder !ergers and acquisition Cross Aorder !ergers and acquisition Cross Aorder !ergers and acquisition
D%plains te key drivers for cross border !erger and acquisitions
D%plains te trends and pattern of cross border !erger and acquisition
9llustrates te intensity of cross border deals
D%plains te value involve!ent and route of acquisition
D%plains inbound and outbound cross Border M&A
Corporate de!erger and reverse !erger Corporate de!erger and reverse !erger Corporate de!erger and reverse !erger Corporate de!erger and reverse !erger
D%plains te concept and !odes of de!erger
D%plains te reasons for ,e!erger and voluntary winding up
9llustrates te procedural aspects of reverse !erger
D%plains ta% aspects and reliefs policies
Certified Merger and Acquisition Analyst
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,ue diligence ,ue diligence ,ue diligence ,ue diligence
D%plains te key factor and process involved in conducting infor!ative due
diligence
D%plains different types of due diligence infor!ation suc as internal and e%ternal
infor!ation
D%plains te i!portance and process to conduct financial due diligence wit a view
to obtain te previous profits of te co!pany to canvas te financial futures
,escribes te process of legal due diligence wic involves scrutiniEing corporate $
financial$ !anage!ent and e!ploy!ent !atters
9llustrates te use of business intelligence tecniques in te process of co!!ercial
due diligence to obtain qualitative insigt
D%plains te process of !anage!ent due diligence involving te practice for
acquirers to investigate to evaluate perfor!ances and to ensure te co!patibility
between te !anage!ents of te acquirer and target co!pany
D%plains te need and require!ent of etical due diligence to deter!ine te
engage!ent of !anage!ent in unetical professional acts
Valuation Valuation Valuation Valuation and &ricing and &ricing and &ricing and &ricing
D%plains te key concepts and lessons of pricing
&rovides an overview of valuation
D%plains te basic !etods of valuation suc as co!parable co!pany and
co!parable transaction analysis$ asset valuation$ and discounted cas flow 1,C53
valuation
9llustrates te callenges in valuation suc as valuating s!all co!panies etc
5unding Mergers and #akeovers 5unding Mergers and #akeovers 5unding Mergers and #akeovers 5unding Mergers and #akeovers
9llustrates different financial alternatives for debt-financing including asset based
lending$ cas flow financing and equity financing
/egotiation and Aidding /egotiation and Aidding /egotiation and Aidding /egotiation and Aidding
,escribes te different takeover strategies suc as toeolds$ casual pass$ bear ugs$
tender offers$ freeEe out$ fairness opinion
D%plains te process of negotiation involving identification of te starting point$
resistance point$ finding te agree!ent and deter!ining best solutions for bot
parties
D%plains te two styles of negotiation - Fard and Soft negotiation
9llustrates te different strategies used for resisting ard line attack
&ost Merger 9ntegration &ost Merger 9ntegration &ost Merger 9ntegration &ost Merger 9ntegration
D%plains te cange !anage!ent process for te acquirer
,escribes te process of integration planning to !itigate cost involving ig level
!erger planning$ initial organiEation !erger planning$ post-deal integration and
psycological integration
D%plains te key feature to integration success suc as co!!unication$ leadersip$
client nurturing etc
Certified Merger and Acquisition Analyst
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&ost Acquisition 6eview &ost Acquisition 6eview &ost Acquisition 6eview &ost Acquisition 6eview
D%plains te i!portance of post-deal review and te process terein wic involves
reviewing strategies$ analyEing te deal process and conducting post-deal audits
D%plains te role of advisors
&ost Closing 9ssues &ost Closing 9ssues &ost Closing 9ssues &ost Closing 9ssues
9llustrates staffing level and u!an resources related issues
9llustrates proble!s related to attitude and corporate culture
D%plains te issues related to corporate identity and legal issues
Explains key lessons postmerger


Certified Merger and Acquisition Analyst
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Sa!ple Guestions Sa!ple Guestions Sa!ple Guestions Sa!ple Guestions


1" 1" 1" 1" #e restructuring of a corporation sould be undertaken if #e restructuring of a corporation sould be undertaken if #e restructuring of a corporation sould be undertaken if #e restructuring of a corporation sould be undertaken if HHHHHHHHHHHHHH" HHHHHHHHHHHHHH" HHHHHHHHHHHHHH" HHHHHHHHHHHHHH"
A" te restructuring can prevent an unwanted takeover
A" te restructuring is e%pected to create value for sareolders
C" te restructuring is e%pected to increase te fir!Is revenue
," te interests of bondolders are not negatively affected

0" 0" 0" 0" Ay using a HHHHHHHHHH Ay using a HHHHHHHHHH Ay using a HHHHHHHHHH Ay using a HHHHHHHHHHHH HH HH HH$ te fir! can independently control consid $ te fir! can independently control consid $ te fir! can independently control consid $ te fir! can independently control considerable erable erable erable
assets wit a very li!ited a!ount of equity" assets wit a very li!ited a!ount of equity" assets wit a very li!ited a!ount of equity" assets wit a very li!ited a!ount of equity"
A. joint venture
B. leveraged buyout (LBO)
C. spin-off
D. consolidation
7 77 7" " " " A bidder tat offers a iger price to te first fi%ed quantity of sares tendered A bidder tat offers a iger price to te first fi%ed quantity of sares tendered A bidder tat offers a iger price to te first fi%ed quantity of sares tendered A bidder tat offers a iger price to te first fi%ed quantity of sares tendered
and a lower second price for all re!aining sa and a lower second price for all re!aining sa and a lower second price for all re!aining sa and a lower second price for all re!aining sares is engaging in HHHHHHHHHH" res is engaging in HHHHHHHHHH" res is engaging in HHHHHHHHHH" res is engaging in HHHHHHHHHH"
A" a strategic acquisition
A" a financial acquisition
C" a two-tier tender offer
," sark repellent
<" <" <" <" A fir! can acquire anoter fir! HHHHHHHHHH" A fir! can acquire anoter fir! HHHHHHHHHH" A fir! can acquire anoter fir! HHHHHHHHHH" A fir! can acquire anoter fir! HHHHHHHHHH"
A" only by purcasing te assets of te target fir!
A" only by purcasing te co!!on stock of te target fir!
C" by eiter purcasing te assets or te co!!on equity of te target fir!
," /one of te above are !etods of acquiring te target fir!

5" 5" 5" 5" Fow sould a successful acquisition be evaluated in te long Fow sould a successful acquisition be evaluated in te long Fow sould a successful acquisition be evaluated in te long Fow sould a successful acquisition be evaluated in te long- -- -run( run( run( run(
A" #e acquisition is successful if te acquirer is able to increase its earnings per sare
1D&S3$ relative to wat it would ave been witout te acquisition
A" #e acquisition is successful if te acquirer is able to reduce its debt-to-total asset ratio$
and ence risk$ relative to wat it would ave been witout
C" #e acquisition is successful if te acquirer is able to diversify its asset base and reduce
its overall risk
," #e acquisition is successful if te !arket price of te acquirerIs stock increases over
wat it would ave been witout te acquisition

Answers: 1 (B), 2 (B), 3 (C), 4 (C), 5 (A)