Executive Master of M&A and Valuation Mastering M&A from strategy to implementation

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1 New design, easier to combine with your career Executive Master of M&A and Valuation Mastering M&A from strategy to implementation Location: Zuidas Amsterdam

2 Meeting the demands of today s M&A professionals The programme has clearly proven to meet the current and future needs of M&A professionals, and to contribute to the careers of its alumni. The programme is unique in its relevance; it addresses the real requirements of practice. The lecturers have put tremendous effort into developing unique instructional and case material covering all phases of the M&A process, from strategy to post-deal integration. And bringing together students from very different backgrounds, plus the involvement of high-profile guest lecturers, is a guarantee of lively and enriching discussions. Wim Holterman Programme Director, Professor of Business Valuation at the University of Groningen, Partner at PwC M&A activity is at peak levels, both on the corporate side and the private equity side. The success or failure of M&A has enormous consequences for shareholders, lenders, workers, competitors, communities and the economy. M&A is inherently more risky than organic growth, as it involves a huge upfront investment and high complexity. Although well executed M&A can create substantial value, failure can bring companies to the brink of collapse. The previous M&A boom and the subsequent financial crisis reveals many examples of such casualties, and the disastrous consequences of failure. Reasons for failure vary from poor strategy, overpayment, and lack of due diligence to aggressive financing and poor merger integration. On the other hand, professionally managed M&A processes based on a deep understanding of value creation can create tremendous value for every stakeholder. The University of Groningen offers a programme that provides professionals in the field of M&A with the knowledge and skills needed for successfully conducting an M&A process. The Executive Master of M&A and Valuation covers the three phases of M&A in an integrated manner: strategy, deal execution, and post-deal integration. September 2016 marks the start of the next edition of this successful programme, which was previously offered in cooperation with the Duisenberg school of finance. You are invited to join us for this transformational Executive Master programme! 2 University of Groningen, Faculty of Economics and Business

3 Objectives The philosophy of the Executive Master of M&A and Valuation programme holds that M&A is best viewed as a process and that successful M&A professionals must have knowledge and skills covering the complete deal process, from strategy to post merger integration. Another important concept underlying the programme is that a deep understanding of valuation and value creation is essential for successful M&A. Those who complete the programme will possess: A thorough knowledge of M&A and valuation relevant in each phase of the transaction process The theoretical aspects of M&A and valuation, and the ability to apply this knowledge in practice The ability to address M&A and valuation issues relevant in practice, but not covered in textbooks An understanding of the perspectives and incentives of all stakeholders in a transaction The ability to manage M&A and perform valuations at each phase of a transaction Unique approach Multi-perspective learning Another unique feature is that it addresses and confronts the perspective of the various players in M&A: corporates, private equity, banks, consultants and shareholders. World-class academics and practitioners The programme is taught by high-profile lecturers who combine world-class academic backgrounds and authoritative practical experience. Furthermore, high-profile guest lecturers enrich classroom dynamics. Designed explicitly for M&A professionals The Executive Master of M&A and Valuation is designed for: Professionals who work in M&A and valuation on a regular basis Investments analysts Finance specialists Restructuring professionals who work for: Practical and relevant Developed with input from leading M&A professionals from multinationals, strategy advisors, banks, private equity players and accountancy firms, the Executive Master of M&A and Valuation programme features a high degree of relevance for today s M&A profession and professionals. This made for business by business aspect of the programme makes it unique. Corporates, e.g. in M&A and business development departments Strategy consultants Banks, e.g. in corporate finance and restructuring Private equity Accountancy and advisory firms dealing with corporate finance, valuation and due diligence Mastering the process A special feature of the programme is that it treats M&A as a process, addressing the practicalities of each phase of a transaction from pre-deal strategy, to negotiations and due diligence, to post-deal integration. Teaching involves unique case material specifically designed for this programme. University of Groningen, Faculty of Economics and Business 3

4 New programme design allows better combination with busy M&A career The Executive Master of M&A and Valuation runs part-time in a series of 22 classes from September 2016 to November There are no classes during the summer holidays and the busy months of December and January. The programme is structured into 7 self-contained modules, which largely follow the sequence of the M&A process. Teaching includes a mix of online learning and classes consisting of case studies and examples; it is problem-based, making use of cases from current practice. Participants are challenged to contribute and learn through focused classroom discussions with fellow programme participants and faculty. I obtained a broad knowledge base in M&A and Valuation and received thorough training in modelling. The examples used in the classroom are a great help in my professional life; I still use them a lot. Although proper preparing for the next class is sometimes tough due to the many articles that have to be read, the programme s structure fits well into working life. Testing and grading is done on a module by module basis. Each module is self-contained and participants will receive a grade for each module based on a variety of instruments: written and oral cases, presentations and papers. This means that unlike previous editions there will be no separate exams and thesis/final assignment, all elements are now integrated in the modules. Based on feedback from our alumni we think this new design will make it easier to combine this programme with a busy career in M&A. Bas de Goeij Associate M&A, ING 4 University of Groningen, Faculty of Economics and Business

5 Programme: 7 self-contained modules Module 1 Strategy, M&A and value creation M&A and the strategic objectives of a company Determinants of success and failure in M&A Measuring the success of M&A Typology of deals, acquisition criteria and synergies The corporate versus the private equity perspective Business analysis and forecasting Module 2 Accounting and modelling Accounting for M&A and valuation purposes Analysing and interpreting financial statements Key accounting principles and standards Accounting for M&A: purchase accounting and impairment tests Modelling for valuation purposes Modelling for M&A and buy-outs Module 3 Valuation methods and techniques Theoretical foundation and practical application of key valuation methods DCF/APV method and multiples approach Corporate versus private equity valuation The value of control and liquidity, country risk The impact of the financial crisis Valuation and the life cycle of companies: start up, growth, maturity and decline Intangible assets Special topics: e.g. pensions and real estate Module 4 The deal phase Typology of M&A players and processes Determinants of success and failure in deal execution Due diligence: types of due diligence, link with valuation and post deal integration From value to price, interaction with due diligence and closing mechanisms Legal aspects of M&A: regulation, key contracts, SPA Acquisition finance: perspective of corporates, private equity and banks Tax aspects of M&A: tax structuring and valuation issues Deal structuring Negotiations Governance of transactions; roles and conflicts of interests of stakeholders: boards, shareholders, bankers and advisors Fairness opinions Module 5 Post-merger integration and Carve Outs Frameworks for post-merger integration Organising merger integration Determinants of success and failure in merger integration and practical aspects Measuring the success of integration Carve out complexity Practical approach to separations Communicating post-deal performance to analysts and investors Module 6 Distress and restructuring Different forms and phases of distress Typical approaches to resolve distress (restructuring) both formal and informal The impact of developments in the legal framework: pre pack and cram down. Specific valuation issues of companies in distress and bankruptcy The perspective of banks Module 7 IPO s, secondary offerings and rights issues IPO as an alternative exit route to a trade and PE sale The various equity processes The role of the investors, the market, legal requirements Investor behaviour and investor communication Valuation and pricing of IPO s and secondary offerings The dynamics of secondary offerings University of Groningen, Faculty of Economics and Business 5

6 My extensive board experience and involvement in mergers and acquisitions has made clear to me the need for a strong M&A profession. I therefore applaud The Executive Master of M&A and Valuation by the University of Groningen. Participants will not only require undisputed technical competence in many areas, but sound business judgement that will give them authority and influence with boards, shareholders and other transaction stakeholders. The Executive Master of M&A and Valuation strikes the right balance between these requirements. I highly recommend it to all M&A professionals. Andre Olijslager Chairman of the Advisory Board of the Executive Master of M&A and Valuation, former Chairman NVP, various Board positions Lecturers and guest lecturers The Executive Master of M&A and Valuation is taught by lecturers and guest lecturers form academia and professional practice, covering all aspects of business valuation and M&A processes, including amongst others: Khalid Bakkali Director M&A, NIBC Jan Louis Burggraaf M&A partner at Allen & Overy Costas Constantinou Senior Manager at EY s valuation and business modelling practice in the Netherlands Kees Cools Professor of Corporate Governance and Finance TIAS and Strategy &, formerly Booz & Company Henk van Dalen Former CFO of DSM, TNT and Vimpelcom Aswath Damodaran Professor of Finance, NYU Stern School of Business Arne Grimme M&A partner, De Brauw Blackstone Westbroek Hans Haanappel Independent corporate finance advisor and lecturer Wouter van der Heijden Partner at KPMG Corporate Finance Roderick van den Heuvel Vice President, ING Corporate Finance Ralph ter Hoeven Professor Financial Reporting at University of Groningen, partner at Deloitte Wim Holterman Programme Director René Hooft Graafland Member of the supervisory board at Ahold, FrieslandCampina and Wolters Kluwer, former CFO of Heineken Jasper Knol Bruins Partner operational transaction services, EY Bart de Klerk Director, ING Corporate Finance Robert-Jan van de Kraats CFO and Vice-Chairman Executive Board, Randstad Joost Kromhout Investment banker, Rabobank equity capital markets transactions Stewart McCrone Head of Mergers, Acquisitions & Divestments, Philips Menno van der Meer Partner Bencis Rob Oudman Managing Director, Leonardo & Co Cees van Rijn Former CFO and Executive Board Member, Nutreco Erik Roelofsen Professor of International Financial Reporting and Capital Market Communication, Erasmus University Hans Schenk Professor of Organizational Economics, Utrecht University Jeroen van der Wal Practice Leader Valuation, Deloitte, the Netherlands Jeroen Weimer Practice Leader Valuation, KPMG Corporate Finance, the Netherlands 6 University of Groningen, Faculty of Economics and Business

7 Practical information Programme at a glance Format: Part-time Length: 22 classes (Fri. & Sat.) 15 months programme Start: 9 September 2016 Language: English Fee: ,- Improved design to combine study with busy M&A career 7 Self-contained modules Online learning No classes in December and January Programme highlights Specifically designed case material High profile lectures Addressing all phases of the M&A process Scheduled to combine work and study For more information please contact Inez Wasser Programme secretary Telephone: +31 (0) emmav@rug.nl Website: Professor Wim Holterman Programme Director w.g.m.holterman@rug.nl Schedule The programme comprises 22 two-day sessions held between September 2016 and November Each session begins Friday at 9.30 AM, continues into the evening and ends Saturday at noon. Testing and grading Testing and grading on a module by module basis. Students will receive a grade for each module. Testing is done by a variety of instruments, including written and oral exams, cases and presentations. Group as well as individual performance is considered. Certificate Those who complete the programme are entitled to the Master of M&A and Valuation certificate from the University of Groningen. Admission To be admitted, you must hold an academic master s degree or equivalent degree in a field relevant to mergers & acquisitions and valuation, and have at least two years of relevant practical experience. Venue Instruction takes place at VU (Vrije Universiteit) Symphony Offices, Gustav Mahlerplein 117, 1082 MS, Amsterdam ( Zuidas ). The venue can easily be reached by car or public transportation and several hotels are located nearby. Informational meeting and demonstration lecture For more information you can visit one of our information meetings and demonstration lectures. Please check for information on the date and time of these meetings. Application You can apply for our Executive Master by sending in the application form you can download from our website. Candidates will be invited for an interview. Besides the interview, other selection criteria are: educational background and relevant work experience. It will also then be determined wether any prerequisites must be met. Fees Programme tuition for is ,- and includes literature, exam fees, facility and other fees. Cost for overnight stays are not included in this amount. If you are interested in a nearby hotel, we are happy to advise. Please contact our Programme secretary Inez Wasser via emmav@rug.nl. University of Groningen, Faculty of Economics and Business 7

8 University of Groningen, Faculty of Economics and Business The University of Groningen has a rich academic tradition dating back to The Faculty of Economics and Business programmes, academic staff and research are recognised for their excellence in a variety of (international) rankings, and offers a wide range of educational degree programmes with regard to learning styles, interests, ambition and talent. The Faculty maintains an expanding international network of outstanding partner institutions all over the world. The programme design, making use of a broad theoretical basis combined with the insights of professionals in the field, enabled me to see M&A and Valuation from different perspectives. This, and the mixture of professional back- grounds of my classmates, added to lively discussions. You learn a lot from your classmates as well! Miriam van Liere Manager KPMG Corporate Finance FEB belongs to the 1% of business schools worldwide with both EQUIS and AACSB accreditations.