Mergers and Acquisitions

Introduction

The teaching languages are Norwegian and English and exams may be given in English.

The life (and death) of a company depends sometimes on expansion and sometimes on shrinking. When making strategic choices, corporate decision makers need to understand why, when, and how to acquire other companies, to merge with other companies, or to demerge parts of their own operations. Sometimes the acquirer is a competitor in the same line of business, a so-called industrial buyer, and other times it is a financial investor, looking to restructure and refine companies with potential. This course consists of the financial and legal aspects of mergers and acquisitions (M&A), and combination of businesses, including an overview of different forms and models of transactions.

Course content

1. Introduction
   1. Reasons for mergers and acquisitions
   2. Relevant law
   3. Transfer of shares – an overview. Redemption price
       
2. Transaction types
   1. Mergers and acquisitions
   2. Divestitures and asset sales
   3. Joint ventures and alliances
   4. Going private transactions
   5. Leveraged Buyouts
   6. Minority squeeze outs
   7. Restructuring alternatives
       
3. Planning the transaction
   1. Planning an acquisition
   2. Setting up the transaction team
       
4. Structuring the transaction
   1. Transfer of shares
   2. Tax
   3. Accounting
   4. Anti-trust review (Norway, EU/EØS)
       
5. Valuation and financial analysis
   1. Discounted Cash Flow Valuation
   2. Comparable Company Analysis
   3. Comparable Transaction Analysis
   4. Leveraged Buyout Analysis
   5. Private Company Valuation
       
6. Negotiating the deal
   1. Fundamentals of negotiation
   2. Formulating an offer
   3. Letter of intent and definitive agreement
       
7. Executing the deal
   1. Financing the transaction
   2. Earnouts and other contingent payments
   3. Acquisition models: Cash settlements, contribution in kind, share issues, etc
       
8. Asset transactions vs. M&A
    
9. Acquisition of public corporations
         a.The legal environment
         b. Mandatory offers and other important legal issues
         c. The acquisition process
         d. Defensive tactics
    
10. Private equity