From a buyer’s point of view, this course highlights the major risks and problems likely to be encountered during the acquisition process, with guidance for their avoidance or mitigation. Process and commercial failures are examined and the necessity for a sound acquisition plan is emphasised.
The objective of a seller should be to achieve the highest price subject to the least onerous terms and to walk away from a transaction with measurable and finite liabilities. From a seller’s point of view, this course examines common errors and pitfalls in the disposal process and emphasises strategies for realising maximum value on a disposal.
Objectives of Buyers and Sellers
- Reasons to Buy a Company – access to new markets, products or skilled staff?
- Reasons to Sell a Company – owner ‘slowing down’ or becoming ‘risk averse’?
How to Make a Successful Acquisition
- Common Errors – process and commercial failures
- The Acquisition Plan – management, deal size, target industry & reisk tolerance
- Preparing the Management – responsibilities before and after the acquisition
- Deciding on the Deal Size – how much is affordable?
- Measuring Risk – the operating risk, the risk of over-paying and the risk of over-gearing
- How to Approach the Target – directly or through an intermediary?
- The Importance of the First Meeting – what does the vendor really want?
What is the Company Worth?
- Fundamental Questions – Is the company saleable? Is it the right time to sell it?
- Price and Value are Different – net asset value and/or discounted cash flow
- Using Comparables – growth rate, risk profile and price-earnings multiples
- Disagreement on Multiples – efficient market theory?
- Negotiating Tactics – from the points of view of both buyers and sellers
Appointment of Advisers
- Why Use Advisers? – how to select them and what to expect
- Disclosure – what advisers need to know and what should they ask a client
- Engagement Letter – scope and extent of work to be undertaken
- Fees – time, fixed and/or a percentage on a sliding scale
Family Owned Companies
- Managing Liquidity Problems – annual redemption fund, company loan programme
- Planning for Succession – how to make it work and why it so often fails
- Arranging a Sale – additional problems of emotion and valuation
Selling a Company for the Highest Price and on the Best Terms
- Common Errors – lack of planning, separation issues overlooked
- Sell-Side Due Diligence – keep control of the sale process, identify ‘deal breakers’
- Management Role – prepare the directors and the marzipan layer
- Grooming – improve the accounting systems and the budgeting procedures
- Writing an Effective Information Memorandum – call to action
Barrister and Stockbroker
Roger Baden-Powell qualified as a barrister and joined Joseph Sebag & Co., London stockbrokers, as a property and insurance analyst. In 1978, he became a partner of the firm and was appointed head of equity research and a Member of the London Stock Exchange. Whilst with the firm, he was seconded for two years as the London Stock Exchange Representative to the Executive of the City Panel on Take-overs and Mergers.
Corporate Adviser and Investment Manager
From 1981-1987, he was a partner of Baden-Powell, Chilcott & Co., a City of London based corporate finance and investment management firm. Corporate finance activities included advice on acquisitions and mergers and general financial, commercial and legal advice. The firm also owned minority interests in an insurance broking company and an advertising agency.
From 1988-95, he was with Bank Mees & Hope NV, a Dutch merchant bank (a subsidiary of ABN-Amro) and, in 1991, was appointed CEO of the bank’s UK corporate finance and investment management subsidiaries and executive chairman of the bank’s UK private client stockbrokers, Shaw & Co..
Corporate Adviser and Trainer
Since 1996, he has been a director of Baden-Powell Associates Limited (BPAL), corporate advisers. In 2002, he distilled his experience of corporate deals into 16 one-day courses which he has now presented over 700 times in and around Europe … sometimes as far away as Moscow, Riyadh and Johannesburg. Approximately 7,500 accountants, lawyers, corporate advisers, bankers and business owners have attended his one-day courses over 98% of whom have said, in their written testimonials, that his practical and commercial emphasis on examples of real deals was a very effective learning format. In 2017, he videoed his most popular courses which are now available as the "Corporate Advisers’ MasterClass"(130 videos with 33 hours of training).