M&A Corporate Finance

In the constantly evolving world of corporate finance, the devise and implementation of complex structures and techniques are increasingly being applied to allow for companies to compete on a global level.

This advanced, hands-on course will give you a solid understanding of modern corporate finance and the conceptual foundations to make informed corporate assessments of key financial decisions.

The programme takes participants through all the forms of corporate finance - from M&A to IPOs, LBOs through to Equity & Debt Capital Financing - and puts significant emphasis on the interactions between capital markets and the value of the underlying real assets.

Case studies - including some from INSEAD and Harvard Business School - are used extensively throughout to illustrate theory and impart knowledge from real world situations.

After attending this course, participants will be able to:

• Appreciate the distinction between modern finance theory and practical corporate finance
• Develop analytical skills to evaluate complex corporate finance decisions
• Understand the perspectives of corporate managers, shareholders, financiers and financial intermediaries of key financial decisions
• Familiarise with contemporary corporate finance practice and market trends evolving in different countries
• Network with a diverse group of Asia’s leading corporate finance professionals

Participants are expected to work in groups to learn from one another and to role play the case problems, and are also encouraged to devote time studying in private in preparation for the case studies.

This training course is specifically designed for decision makers in all organisations and aimed mainly at:

• CEOs, CFOs, COOs with responsibility for Strategic Management
• Investment bankers
• Management consultants
• Financial analysts
• Institutional investors
• CFA candidates

• Understand the concept of shareholder value creation
• Recognise how corporate strategy drives financial valuation
• Familiarise with the roles of a financial manager
• Understand the short-term and long-term financial effects of an IPO
• Enhance the understanding of IPO valuations through recent case studies

Participants are required to have a basic understanding of corporate finance and financial statement analysis.

More experienced individuals will be able to build on their knowledge through practical, current case studies.

The four cornerstones of Corporate Finance

• Introduction to the 4 cornerstones of corporate finance
• Recap of various valuation methods and introduction to value creation
• The role of the financial manager

Raising Primary Capital - IPO Valuation

• Debt, equity and hybrid securities
• Raising equity: Angel, Venture capital financing, Initial Public Offering (IPO)

Case study 1: Cash Technology IPO Valuation – Ivey Business Publishing

The Conservation of Value Principle

• Understand how to raise equity and debt financing post the IPO listing
• Deepen the understanding of rights issues through recent case studies
• Recognise how to derive the optimal capital structure
• Learn the impacts and the signalling effects of dividend policies vs. share buybacks
• Enhance learning of LBOs and leveraged recapitalisation through recent case studies

Raising Secondary Capital – Equity & Debt Capital Financing

• Overview of equity and equity linked alternatives
• Why and how do companies raise equity?
• Rights issues vs. open offers
• The pricing of SEOs
• Raising Debt Capital
• The nature of debt
• The priority and maturity structures of debt
• Issues in raising capital

Case study 2: Chartered Semiconductor Manufacturing Ltd.: When Rights Go Wrong – INSEAD

Optimum Capital Structure and Dividend Signalling

• Cross-sectional differences in capital structure
• The determinants of leverage
• Agency costs and capital structure
• Other factors: market risk, taxable capacity, issue costs and signalling motives
• How do companies decide on dividend payments?
• Alternatives to cash dividends: scrip dividends and share repurchases
• Impact of taxation on dividend policy

Case study 3: Blaine Kitchenware Inc.: Capital Structure – Harvard Business School

The Best Owner Principle

• Understand that you may not be the best owner of your business, and how being the right owner of a business drives value for the firm
• Explore the key drivers of value creation in M&A
• Evaluate M&A valuations and merger synergies
• Learn common tactics in takeover attacks and defences
• Enhance learning of M&A through recent case studies

M&A Strategy & Valuation (I)

• Overview of M&A
  • Strategies of corporate restructuring
  • Drivers of value creation
  • Successful versus unsuccessful deals
  • Sources of acquisition values
• Valuation for mergers and acquisitions
  • Different approaches: asset based and balance sheet, market value & enterprise value
  • Role of EBITDA and required return
  • Free cash flow, dividend and discounted cash flow approaches
  • Analysis of synergy and sensitivity
  • Merger strategy, negotiation and different terms of merger
  • Evaluating Merger from various perspectives viz. Equity, NPV and EPS

Case study 4: Stanley Black and Decker – Harvard Business School

M&A Strategy & Valuation (II)

• Takeover: introduction and defensive tactics
• Bidding Strategy

Case study 5: Roche Acquisition of Genetech – Harvard Business School