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The comprehensive and crystal-clear companion to making the right acquisition decisions and executing them well:
About the authors
Foreword
Publisher’s acknowledgements
1 The foundations
Introduction
Bad news … most acquisitions fail
Planning for success
Strategic and acquisition planning
Acquisition target evaluation
Deal management
Integration management
Corporate development
Getting it right
Conclusion
2 Finding candidates
Introduction
Running an acquisition search
Strategy
Identify the universe of acquisition candidates
Screen potential targets
Draw up a shortlist
Make an approach
Conclusion
3 Preliminary negotiations
Introduction
The confidentiality agreement
The letter of intent
Enforceability of the letter of intent
Conclusion
4 Working with advisers
Introduction
Who does what?
Before involving advisers
When to involve advisers
Selecting advisers
The advisory team
Briefing advisers
Terms of reference
Fees
Liability caps
On appointment
Day-to-day management of advisers
The final report
Conclusion
5 The integration plan
Introduction
The golden rules of acquisition integration
The integration plan
Post-acquisition review
Conclusion
6 Investigating the target
Introduction
What is due diligence about?
When should you do it?
Be prepared for obstacles
Remember: the target will have prepared
How do I know what due diligence to do?
Who does due diligence?
What do I do?
Get the right team
Other points to watch
Commercial due diligence
Why carry out both CDD and FDD?
Financial investigations
Legal investigations
Conclusion
7 Valuation
Introduction
Valuation is not best left to the experts
There is no single number
The valuation process – a summary
Valuation is not just about modelling
Calculating synergies
Valuation techniques
Conclusion
8 Negotiation
Introduction
The basics
Preparation
Starting discussions
Keeping control
Dealing with tactical ploys
Trading concessions
Splitting the difference
Dealing with pressure devices
Unblocking bottlenecks
Body language
The green light
Learn to recognise and return signals
What to do when ‘win-win’ will not work
Conclusion
9 The sale and purchase agreement
Introduction
Why is a contract necessary?
The agreement
Warranties and indemnities
Post-deal
Alternatives to contractual warranties and indemnities
Cross-border issues
Conclusion
Appendices
Appendix A Checklist for a financial due diligence investigation
Appendix B Checklist for legal due diligence
Index