Mergers and Acquisitions
March 25, 2023 - April 03, 2023
Schedule via Zoom:
March 25, 2023
8:30 am -12:00 nn
March 27, 28, 29, 30 & April 3, 2023
Monday, Tuesday, Wednesday & Thursday
5:30 pm - 9:00 pm
Early Eagle Rate:
March 13, 2023
Few financial events attract headlines quite the way a protracted battle for control of a large firm does. Events in the recent past, for example, heralding the possible change in the ownership control of the largest electricity retailer in the country spawned varied reactions as well as speculations — both favorable and unfavorable — from investors and stock market players and analysts on the potential outcome of the transaction, sending the firm's stock price to a rollercoaster ride for weeks.
What motivated the previous owners to give up control of the firm in favor of a particular investor vs. another was an issue that created a big stir in the market. How the transaction would impact the acquiring firm's balance sheet elicited a similar market reaction.
These and other crucial issues/questions underlying business mergers and acquisitions will be discussed in this module. Participants gain a sound appreciation and better understanding of, among other things, the motivations behind these activities, the procedures that make mergers and acquisitions work, and the importance of making a thorough analysis before finalizing merger and acquisition arrangements. The mechanics of leveraged buyouts as a structured form of financing acquisitions will also be discussed.
Who should attend
This online module is highly recommended for investment bankers, business professionals, consultants and entrepreneurs, and other finance practitioners involved, one way or another, in using business acquisitions as a way to create value. Those familiar with or have adequate working knowledge of company valuations, investment banking, and basic business mathematics and statistics will find this module most meaningful and beneficial.
Successful completion of this module enables the participants to:
- Understand why a business acquisition can be analyzed as a complex form of capital investment;
- Discuss the motives for acquiring/merging businesses;
- Explain why diversification, enhanced earnings per share, and financial synergy are questionable motives for merging;
- Describe how a merger (or stock-for-stock acquisition), a purchase of stock and a purchase of assets differ;
- Estimate the value of a potential acquisition using the comparative analysis, weighted average cost of capital, and adjusted present value approaches;
- Appreciate the significance of paying for an acquisition with common stock;
- Explain and illustrate the defensive tactics target firms employ to forestall unwanted suitors from acquiring their firms; and
- Discuss leveraged buyouts and how these differ from other forms of business acquisitions.
The course, which employs lectures, interactive discussions, case studies, and practical application exercises, covers the following areas:
I. Mergers and Acquisitions and Corporate Strategy
II. History of Mergers and Acquisitions and Motivations
III. The Mergers and Acquisition Process and Associated Documents
A. The Search
B. Pitch or Approach
C. The Courtship / Mating Season
D. Formalizing the Transaction
IV. Introduction to Valuation
V. Specific Issues Relating to Valuation Approaches
A. Asset Valuation
B. Discounted Cash Flow
C. Relative Valuation
D. Contingent Claims or Options Theory
Ms. Noemi T. Villanueva is First Vice President and Head of Corporate Finance Team 2 of BDO Capital & Investment Corporation where she leads a team in originating and executing capital market deals. She was formerly Head of Client Advisory at BDO Capital. She concurrently serves as Treasurer of Armstrong Securities, Inc. Prior to her assignment in BDO Capital, Ms. Villanueva was connected with PCI Capital Corporation for more than 20 years where she was involved in corporate finance, account management, and accounting and administration. Ms. Villanueva holds a Master’s degree in Business Administration from the Ateneo Graduate School of Business and a Bachelor’s degree in Commerce from the University of Santo Tomas. She is a Certified Public Accountant.
Atty. Mark S. Gorriceta is the Managing Partner, Head of the Corporate Group, and Head of the Technology Media and Telecommunications Group of Gorriceta Africa Cauton & Saavedra. With over 18 years in private practice, he has developed extensive expertise in complex corporate transactions, commercial contracts, and regulatory matters in a range of areas that impact businesses – whether for start-ups or for Top 1000 companies in the Philippines. He is a leading lawyer in the Philippines in the fields of Capital Markets, Mergers & Acquisitions, and Securities Law. He is also considered the foremost Tech lawyer in the Philippines. With pioneering expertise in the law on digital assets, fintech, blockchain, virtual currencies, e-commerce, data privacy, and artificial intelligence, he is legal counsel to the biggest and most impactful technology and online companies in the Philippines.
A multi-awarded legal practitioner, Atty. Gorriceta has been recognized as one of the Philippines' Top 100 Lawyers for 2020 and 2021 by the Asia Business Law Journal and also awarded as the Philippines' Dealmaker of the Year for 2021 by Asian Legal Business. Under his aggressive leadership, he has steered his Firm to be a Top Tier Firm in the Philippines and become the undisputed leader in the field of Technology Media and Telecommunications Law, having won the award for three consecutive years (2019, 2020, and 2021) for both Asian Legal Business and Asia Business Law Journal's Philippine Law Awards.
A member of the Philippine Bar, he graduated law with honors and holds a Bachelor of Arts - Political Science degree from the Ateneo de Manila University. He completed certificate courses in Finance at the Asian Institute of Management. He completed certificate courses in Corporate Finance at Harvard University. He also completed several Masterclasses on Blockchain, Distributed Ledger & Smart Contracts in Singapore and Hong Kong.