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

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

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 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 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 most recent 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. Duisenberg school of finance, together with 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 2014 marks the start of the 6 th edition of this successful programme. You are invited to join us for this transformational Executive Master programme! 2 Duisenberg school of finance / University of Groningen

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. diligence, to post-deal integration. Teaching involves unique case material specifically designed for this programme. 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. 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 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. 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 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 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 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 Duisenberg school of finance / University of Groningen 3

Programme design Executive Master of M&A and Valuation runs part-time in a series of biweekly classes from September 2014 to September 2015. From September to December 2015, participants will complete their final assignment, on which they have started to work during the biweekly classes. The objective of the final assignment is to integrate the knowledge acquired in the programme within their daily practice. Participants add value for their employer companies by selecting a subject relevant to their daily work. I obtained a broad knowledge base in M&A and Valuation and received thorough training in modelling. The examples used in the class room 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. Teaching includes a mix of lectures, 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. The programme treats M&A and valuation from the perspective of a process and basically follows the sequence of the M&A process. Bas de Goeij Associate Corporate Finance, ING 4 Duisenberg school of finance / University of Groningen

Programme overview 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 Frameworks for post-merger integration Organising merger integration Determinants of success and failure in merger integration Measuring the success of integration Post-acquisition audits Communicating post-deal performance to analysts and investors Module 6 Special topics Restructuring and recovery, from the perspective of corporates, banks and consultants IPO s, secondary offerings and rights issues Duisenberg school of finance / University of Groningen 5

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 Duisenberg school of finance and 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. Khalid Bakkali Director M&A, NIBC Jan Louis Burggraaf M&A partner at Allen & Overy Costas Constantinou Senior Manager at Ernst & Young s valuation and business modelling practice in the Netherlands Kees Cools Partner 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 Partner Procures, independent corporate finance advisor Wouter van der Heijden Partner at KPMG Corporate Finance Romano Herrie Director M&A at ING Corporate Finance Ralph ter Hoeven Professor Financial Reporting at University of Groningen, partner at Deloitte René Hooft Graafland Executive Board and CFO, Heineken Wim Holterman Programme Director Jasper Knol Bruins Merger Integration & Carve Out Services Leader, Deloitte Robert-Jan van de Kraats CFO and Vice-Chairman Executive Board, Randstad Joost Kromhout investment banker, Rabobank equity capital markets transactions Jaap van Manen Professor of Corporate Governance, University of Groningen, partner Strategic Management Centre James Nolan Executive Vice President and Head of M&A, Royal Philips Rob Oudman Managing Director, Leonardo & Co Michiel Post Managing director, ING Corporate Finance Erik Roelofsen Professor of International Financial Reporting and Capital Market Communication, Erasmus University Hans Schenk Professor of Organisational Economics, Utrecht University Teun Teeuwisse Equity Analyst, Kempen & Co Jeroen van der Wal Practice Leader Valuation, Deloitte, The Netherlands Jeroen Weimer Practice Leader Valuation, KPMG Corporate Finance, The Netherlands Advisory Board The programme Advisory Board ensures the quality of instruction according to professional practice and comprises Jurgen van Breukelen Chairman of the Board of Management KPMG N.V. Henk van Dalen Former CFO of DSM, TNT and Vimpelcom Jan Haars Former executive board and CFO of Corio and TNT André Olijslager Chairman of the Advisory Board of the Executive Master of M&A and Valuation, former Chairman NVP, various Board positions Robert-Jan van de Kraats CFO and Vice-Chairman Executive Board of Randstad Jaap van Manen Professor of Corporate Governance, University of Groningen, partner Strategic Management Centre Peter van Mierlo Chairman of the Board of PwC The Netherlands 6 Duisenberg school of finance / University of Groningen

Practical information Programme at a glance Format: Part-time, joint degree Length: 20 bi-weekly classes (Fri. & Sat.) 15 months programme Start: 5 September 2014 Language: English Fee: 22.000,- Partner Fee: 16.500,- Programme Director Professor Wim Holterman Schedule The programme comprises 20 two-day sessions held between September 2014 and September 2015. Each session begins Friday at 9.30 AM, continues into the evening and ends Saturday at noon. During the completion of the final assignment September to December 2015 participants consult with their supervisors and present their results in December 2015. Testing and grading Testing and grading is done by a variety of instruments, including written and oral exams, cases, presentations and a final assignment. Group as well as individual performance is considered. Degree Those who complete the programme are entitled to the Master of M&A and Valuation degree. The student will receive a joint degree from Duisenberg school of finance and the University of Groningen. Admission To be admitted, an individual 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. 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 Wim Touber Telephone: +31 (0)20 525 85 89 Email: wim.touber@dsf.nl Internet: www.dsf.nl Venue Instruction takes place at Duisenberg school of finance, Zuidas, Amsterdam. The school can easily be reached by car or public transportation and several hotels are located nearby. Informational meeting For more information you can visit one of our informational meetings. Please check our website www.dsf.nl for information on the date and time of these meetings. Application The application procedure begins with sending a resume to Wim Touber (wim.touber@dsf.nl). Qualified candidates will be invited for an interview. Candidates will be evaluated on the basis of the interview, their educational back ground and relevant work experience. It will then also be determined whether any prerequisites must be met. Fees Programme tuition for 2014 is 26.000,- and includes literature, exam fees, facility and other fees. A down payment of 2.000,- to secure your seat will be invoiced right after admission. The remainder of the tuition fee should be paid after receipt of the second invoice. Cost for overnight stays are not included in this amount. If you are interested in a nearby hotel, Duisenberg school finance is happy to advise. Please contact our Programme Manager Wim Touber via wim.touber@dsf.nl. Duisenberg school of finance / University of Groningen 7

Duisenberg school of finance Duisenberg school of finance is committed to shaping a sustainable financial industry that creates economic and societal value by developing talent in finance, advancing new thinking in finance and promoting dialogue. Established by and for the financial sector, Duisenberg school of finance provides high end accredited Master Programmes, Executive Education for professionals and board members as well as international supervisors, and conducts research in the field of finance. The University of Groningen The University of Groningen has a rich academic tradition dating back to 1614. The Faculty of Economics and Business programmes, academic staff and research are recognised for their excellence in a variety of 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 exchange and Double Degree partner institutions all over the world. Contact and more information 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 backgrounds of my classmates, added to lively discussions. You learn a lot from your classmates as well! Miriam van Liere Manager KPMG Corporate Finance Wim Touber Telephone: +31 (0)20 525 85 89 Email: wim.touber@dsf.nl Duisenberg school of finance Address: Gustav Mahlerplein 117 1082 MS Amsterdam The Netherlands Telephone: +31 (0)20 525 85 90 Email: info@dsf.nl Internet: www.dsf.nl