Negotiating successfully in small and mid-sized M&A transactions
E-Book, Englisch, 408 Seiten
ISBN: 978-3-86346-252-9
Verlag: Kuebler
Format: EPUB
Kopierschutz: Adobe DRM (»Systemvoraussetzungen)
element of business life: "Mergers and acquisitions", meaning combinations
and takeovers of enterprises or parts of enterprises. How can such
transactions be negotiated in an effective and focused manner? There are extensive
theoretical negotiation models – but how can these be implemented specifically?
This book wants to make a contribution to transferring such theories to
day-to-day M&A negotiation practice. It conveys practical knowledge in order
to make negotiations for the purchase and sale of an enterprise more successful.
The focus is on the area which in Germany accounts for the majority of enterprises:
medium-sized companies. It is addressed to entrepreneurs, attorneys,
auditors and tax advisors as well as all corporate finance professionals who are
involved in negotiation situations. With numerous case studies from consulting
practice, Arnd Allert accomplishes the transfer of theoretical knowledge
to day-to-day practice. In this book, Arnd Allert has compiled his knowledge
from more than one hundred M&A transactions and gives an insight into the
world of M&A consulting which in this comprehensive form so far was almost
impossible to find.
Weitere Infos & Material
Preamble
Introduction
Structure of this Book
Acknowledgments
PART A
1. Negotiating in M&A Transactions
2. Theoretical Negotiation Models and their Transfer into M&A Practice
3. General Aspects of International Negotiations
PART B
4. Negotiation Issues in the M&A Process
5. Ethics in Negotiations
6. Outlook
List of References
Preamble
Introduction
Structure of this Book
Acknowledgments
PART A
1. Negotiating in M&A Transactions
2. Theoretical Negotiation Models and their Transfer into M&A Practice
3. General Aspects of International Negotiations
PART B
4. Negotiation Issues in the M&A Process
5. Ethics in Negotiations
6. Outlook
List of References
List of figures
Figure 1 The M&A process flow, using the example of the sale of an enterprise Figure 2 Selection of possible areas of conflict Figure 3 The classic Lehman Formula Figure 4 Different compensation combinations for M&A consulting services Figure 5 Example of the economic development of a company Figure 6 Model calculation for the continuation scenario (contribution to a foundation) Figure 7 Model calculation for the liquidation scenario Figure 8 Model calculation for the IPO scenario Figure 9 Comparable companies – overview Figure 10 Range of values in the IPO scenario Figure 11 Sample comparison of alternatives for action Figure 12 Schematic diagram of the creation of a ZOPA Figure 13 Summary of theoretical negotiation principles Figure 14 Selection of key factors influencing a negotiator in M&A transactions Figure 15 Message - Sender - Receiver model Figure 16 Domination, equality and subordination in transactional analysis Figure 17 The 4 sides of a message Figure 18 Occasion-related stressors in M&A transactions Figure 19 The human brain Figure 20 Hormones produced in the human brain Figure 21 Ways of coping with stress in M&A transactions Figure 22 Sphere of responsibility and sphere of influence Figure 24 Redefinition of the sphere of responsibility and the sphere of influence by involving an M&A advisor Figure 23 Maslow's pyramid of needs Figure 25 The basic principles of the Harvard Concept Figure 26 Potential liability risks I Figure 27 Potential liability risks II Figure 28 Potential liability risks III Figure 29 Pay-off diagram of the prisoners' dilemma Figure 30 Pay-off diagram of the negotiator’s dilemma Figure 31 Problem areas of the application of cooperative negotiating Figure 32 Example of a complex decision-tree Figure 33 Example of a pay-off matrix Figure 34 Terrified woman Figure 35 Bids for drilling licenses Figure 36 Results of an experiment conducted by the author with 1,000 rolls of the die Figure 37 Results of an experiment conducted by the author regarding the aggregate number of pips in 1,000 rolls of the dice Figure 38 Example of the economic development of a company Figure 39 Definition of the expected value of the value drivers Figure 40 Value drivers and likelihoods of occurrence Figure 41 Risk simulation of a value driver with right-skewed distribution Figure 42 Monte Carlo simulation of the terminal value with equal distribution Figure 43 Income statement after conducting a Monte Carlo simulation Figure 44 Determination of the enterprise value using Monte Carlo simulation Figure 45 Division of the determined enterprise value in intervals Figure 46 Analysis of the risk of a total loss Figure 47 Value drivers and modified likelihoods of occurrence Figure 48 Determination of the enterprise value using a Monte Carlo simulation with modified likelihoods of occurrence Figure 49 Intuitive, competitive negotiation vs. rational, cooperative negotiation Figure 50 Relevant factors in international negotiations Figure 51 Influence of a country's culture on the negotiation style Figure 52 Analysis of the motives in the course of the M&A process Figure 53 Forms of conflicts of interest of seller and management Figure 54 Incentives in the case of conflicts of interest between seller and management in M&A transactions Figure 55 Interests of different groups of investors Figure 56 Preparation of the longlist as next step in the M&A process Figure 57 Identification of suitable target companies as part of the preparation of a longlist Figure 58 Preparation of the information memorandum and other documents in the M&A process Figure 59 Sample outline of an information memorandum Figure 60 Sample outline of a financial factbook Figure 61 Sample outline of a teaser – page 1 Figure 62 Sample outline of a teaser – page 2 Figure 63 Dependency of the valuation method on the quality of information Figure 64 Stand-alone valuation, opportunities for increasing value and purchase price potential (without consideration of tax effects) Figure 65 Complexity of determining value price Figure 66 Merger model Figure 67 Distinction between traditional enterprise valuation and valuation guideline Figure 68 Present value concept vs. IRR concept Figure 69 IDW's concept of functions Figure 70 Overview of the most common valuation methods Figure 71 Simplified reconciliation from enterprise value to equity value Figure 72 Results of cashflow modeling and its effects on the value contribution of the terminal value Figure 73 Arguments for enterprise values Figure 74 Sensitivity analysis of the effects of different WACC and beta factors Figure 75 Selection of a peer group Figure 76 Rough calculation for the determination of the implied beta factor of a multiple Figure 77 Various multiples and the corresponding length of distribution Figure 78 Sample DCF analysis with implied multiples and sensitivity analyses Figure 79 Selection of the sales process in the overall M&A process Figure 80 Vickrey auction Figure 81 First-price sealed-bid auction Figure 82 English auction Figure 83 Dutch auction Figure 84 Summary of standard auction rules Figure 85 Overview of the features of the different sales processes Figure 86 Seller objectives in the selection of the M&A sales process Figure 87 The perfect number of bidders Figure 88 "Magic triangle" in the transaction process Figure 90 “Handelsblatt Online” Figure 89 Newspaper article in the Financial Times Germany of 9 July 2012 Figure 91 “Reuters Deutschland” Figure 92 Comparison of negotiation and auction Figure 93 Three elements of a negotiauction Figure 94 Overview of offers – phase 1 Figure 95 Overview of offers – phase 2 Figure 96 Sounding & Approach in the overall M&A process Figure 97 Risks and opportunities profiles of the basic merger strategy types Figure 98 Exchange of first transaction documents in the M&A process Figure 99 Management presentation in the transaction process Figure 100 Stages of a management presentation Figure 101 Example of an abbreviated investor profile Figure 102 Success factors of a management presentation 1 Figure 103 Success factors of a management presentation 2 Figure 104 General motives of top decision-makers and matching features of the enterprise to be sold (example) Figure 105 Feature-advantage-benefit table Figure 106 Obtaining non-binding offers in the M&A process Figure 107 Alternative courses of negotiation processes Figure 108 Decision-tree for submitting a first, non-binding offer as a basis for further negotiations Figure 109...