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M&A Modelling
and

Master the A – Z of the mergers &

acquisitions process from building a
business plan to conducting post-closing
evaluation

17 - 19 November 2008, Protea Hotel Wanderers

Johannesburg, South Africa

Presented by:
Hamed Behairy
With 10 years of experience in financial education,
training and analysis, Hamed has substantial
experience in training corporate executives on
strategic matters including valuation, financial analysis
and corporate restructuring.

• Build your own M&A process

• Customise the models to your needs
• Evaluate different sources of funds
• Optimise structuring and financing
• Understand when and how to de-merge
• Apply Leveraged Buyout (LBO) models
• Learn the different takeover tactics

Where champions are made

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Terrapinn Training

Where champions are made

Understand the dynamics of M&A’s and th

Course background Day One
Studies suggest that 50 – 80% of Mergers & Acquisitions (M&As) fail to outperform their peers or Monday, 17 November 2008
to earn their cost of capital. The most commonly cited reasons for failure are the over-estimation of
M&A enviroment
synergies and subsequent overpayment, the slow pace of post-merger integration and the lack of
coherent business strategy. • Introduction to the main concepts of M&A
• Do M&A pay off for shareholders,
This 3-day intensive course aims at addressing these points by providing the participants with the bondholders and society?
information necessary to understand the dynamics of M&As and the tools necessary to assess the • Why do they often fail to meet
rationality of a transaction in terms of synergy, structure, finance and valuation. expectations?
The course is structured in a hands-on approach where participants can immediately apply the • Regulatory considerations
models in real-life transactions upon completion of the program. Not only do those responsible for • Alternative takeover tactics
structuring the deals need to understand the dynamics of M&As but also company executives, • Developing a bidding or takeover strategy
investors, corporate lawyers and regulators. decision tree
• Alternative takeover defenses

Case study
This 3-day intensive workshop addresses fundamental
questions like:
M&A process
• How much is the target company worth with and without synergies?
• Understanding the ten phases of M&A:
• When and how to apply every valuation technique? 1. Building a business plan
• What combination of potential sources of funds, from both internal and external sources, provide 2. Building an implementation plan
the lowest cost of funds? 3. The search process
• What are the different forms of financing a deal and what are the implications on investment 4. The screening process
returns? 5. First contact
6. Negotiations
• De-merger analysis: When should a company consider divestitures, equity carve-outs, split-offs,
7. Developing the integration plan
split-ups, spin-offs and bust-ups?
8. Closing
9. Implementing post-closing integration
10. Conducting post-closing evaluation
Your expert course presenter
Hamed Behairy Case study

With 10 years of experience in financial education, training and analysis, Hamed

Behairy has substantial experience in training corporate executives on strategic
matters including valuation, financial analysis and corporate restructuring. While
lecturing accounting and financial analysis at the University of Alexandria, Hamed
Highlights of the course:
was awarded the best teaching talented assistant lecturer for three successive years. In • M&A environment
2006, he joined RE:CM as a research analyst in the global portfolio in which he has
• M&A process
gained substantial research and modelling experience in different sectors in a
multiple of countries across the world. • M&A valuation and modelling
Hamed has an excellent academic record. He has BSc (honours) in accounting – cum laude with first • Deal structuring and financing
class honour, top student and BSc (honours) in Financial Analysis and Portfolio Management – cum
• Alternative business and
laude, top student. He is CFA level III candidate and CAIA candidate. Hamed’s hands-on training
approach is mixed with energy, humour and continuous interaction with delegates. The systematic restructuring
build up of his workshops ensures a bottom-up explanation, leading delegates quickly from the
basics through the more advanced topics. He is consistently rated by delegates for his excellency in
the executive training seminars. In his last workshop he was awarded 103 excellent rating out of a
possible total of 140.

Course Schedule
Registration: 8:00 am
Course Begins: 8:30 am
Morning Break: 10:00 am
Lunch: 12:30 pm
Afternoon Break: 3:00 pm
Close: 5:00 pm

he tools necessary to assess a transaction
Day Two
Tuesday, 18 November 2008
M&A valuation and modelling
• Model building process.
• Key M&A model formulas
• Cash flow valuation
• Valuing a firm’s debt and other obligations
• Valuing non-operating assets
• Relative valuation
• Asset-based valuation
• Real-option valuation
• Analysis and valuation of private companies
• Using leveraged employee stock ownership
plans to buy private companies
• Adjusting the target's offer price for the
effects of options and convertible securities
• M&A model balance sheet adjustments
mechanisms
• Alternative applications of M&A financial
models
Case study
Who should you attend this
masterclass?
• Corporate finance restructuring specialists
• Executive managers
• Business strategists
• Financial research analysts
• Private equity investors
• Venture capitalists
• Hedge fund managers
• Investment bankers
• Bank lending officers
• Business appraisers
• Government regulators and policy makers
• Corporate finance lawyers
• Corporate finance accountants
• Financial management consultants
Places are limited
Fax back the registration
form to +27 (0)11 463 6903
Day Three
Wednesday, 19 November 2008
Deal structuring and financing
• The deal structuring process
• What is the best form of payment? Why?
• Alternative financing options
• Common forms of leveraged buyout deal
structures
• Analysing leveraged buyouts
• Applying LBO valuation models
Case study
Alternative restructuring exit strategies
• Motives for exiting businesses
• Divestitures
• Carve outs
• Split-ups vs. split-offs
• Spin-offs
• Bust-ups
Case study
Attend and discover how to:
• Build your own M&A process
• Customise the models to your needs
• Value your target with confidence
• Evaluate different sources of funds
• Optimise structuring and financing
• Understand when and how to de-merge
• Apply Leveraged Buy-Out (LBO) models
• Employ the different takeover tactics
In-house training – we will
come to you!
If you have a team of 12 or more executives
interested in attending a private course to be
held somewhere near your site (or even
“off-site”) we would be delighted to help you
make it happen. Our experts will be delighted
to come to you!
We can help you to develop best-practice
models for your company. We have
successfully arranged in-house sessions for
• ABSA • De Beers
• Investec Bank • Impala Platinum
• Standard Bank • IDC
• ICASA • Vodacom
• Metrorail • Sappi
• Spoornet • Subaru SA
Call Tracy Pienaar – Managing Director
at +27 (0)11 516 4074 or e-mail:
tracy.pienaar@terrapinn.co.za to discuss
your unique needs and preliminary ideas ...
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Terrapinn Training
Terrapinn Training has been a
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and risk management, we have met the training
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