Mergers and Acquisitions: Deal Valuation, Due Diligence and Structuring – Paris, 18–22 Oct 2027

Programme overview

Introduction:

Mergers and Acquisitions often destroy value before integration even begins: targets are screened against a loose thesis, prices rest on optimistic synergies, due diligence findings never reach the price and weak deal terms leave the buyer exposed. This Core Concept course builds the practical skills to run the deal process end to end, from acquisition strategy and target screening through valuation, due diligence, structuring and negotiation to signing and closing. Working on a live modelling build, each participant produces a Deal Valuation and Transaction Recommendation Pack for an actual or realistic transaction.

Course Objectives:

• Build an acquisition thesis and screen targets against strategic, financial and risk criteria using a weighted screening matrix
• Value a target with discounted cash flow, trading comparables and precedent transactions and reconcile the results in a valuation football field
• Quantify cost and revenue synergies and test the deal with accretion and dilution analysis
• Plan and interpret financial, tax, legal and commercial due diligence and convert findings into price and contract adjustments
• Structure consideration, financing and risk allocation through share or asset deals, earn-outs and completion mechanisms
• Prepare a negotiation position and a transaction recommendation that an investment committee can approve

Target Audience:

• Corporate development professionals responsible for sourcing, evaluating and executing acquisitions
• Finance professionals responsible for valuation, deal modelling and investment appraisal
• Strategy professionals responsible for growth options and portfolio decisions involving acquisitions or disposals
• Investment and deal team members responsible for preparing transactions for investment committees
• Legal and tax professionals responsible for due diligence and transaction documentation who need the commercial and valuation view

Course Outline:

Day 1: Deal Strategy, Deal Types and Target Screening

• Acquisition Thesis and Value Creation Logic Canvas
• Deal Types: Mergers, Share Purchases, Asset Purchases, Joint Ventures and Carve-Outs
• M&A Process Map from Origination to Closing
• Weighted Target Screening Matrix and Long-List to Short-List Filter
• Buy-Side and Sell-Side Process Roles, Advisers and Confidentiality Agreements

Day 2: Valuation Methods for Mergers and Acquisitions

• Discounted Cash Flow Model with Free Cash Flow Forecast
• Weighted Average Cost of Capital Build Using CAPM
• Trading Comparables Selection and Multiple Normalisation
• Precedent Transactions Analysis and Control Premium Review
• Valuation Football Field and Enterprise to Equity Value Bridge

Day 3: Synergies, Deal Economics and Financing

• Cost and Revenue Synergy Sizing with Phasing and Cost-to-Achieve
• Accretion and Dilution Analysis for Earnings per Share
• Leveraged Buyout Returns Test and Debt Capacity Check
• Cash Versus Share Consideration and Funding Mix Options
• Walk-Away Price and Value Sharing Between Buyer and Seller

Day 4: Due Diligence, Deal Structuring and Risk Allocation

• Financial Due Diligence: Quality of Earnings and Net Debt Adjustments
• Commercial, Tax and Legal Due Diligence Red Flag Report
• Locked Box Versus Completion Accounts Price Mechanisms
• Earn-Outs, Deferred Consideration and Escrow Structures
• Sale and Purchase Agreement Warranties, Indemnities and Conditions Precedent

Day 5: Negotiation, Closing and the Transaction Recommendation Pack

• Negotiation Preparation Sheet: BATNA, Price Range and Trade-Off Map
• Term Sheet Negotiation Exercise with Buyer and Seller Teams
• Merger Control Filing, Signing and Closing Checklist
• Day One Handover Brief from Deal Team to Integration Team
• Deal Valuation and Transaction Recommendation Pack Presentation to an Investment Committee Panel

Skills You Will Gain:

• Target Screening
• Discounted Cash Flow Modelling
• Comparable Company Analysis
• Synergy Valuation
• Quality of Earnings Review
• Deal Structuring
• Transaction Negotiation
• Investment Committee Reporting

Why Attend This Course:

• Return with a Deal Valuation and Transaction Recommendation Pack built on your own or a realistic transaction and tested by an investment committee panel
• Challenge adviser valuations and synergy cases with confidence because you have built each model yourself
• Recognise the due diligence findings and contract terms that should move the price before signing
• Practise negotiating a term sheet against peers from other sectors and organisations

Conclusion:

Acquisitions succeed or fail on decisions taken long before the first integration meeting: which target to pursue, what it is worth, what due diligence reveals and how the price and risks are written into the deal. This course takes participants through each of those decisions in sequence, from deal thesis and target screening to valuation, synergies, due diligence, structuring and negotiation. The final day brings the work together in a negotiated term sheet and a Deal Valuation and Transaction Recommendation Pack, giving participants a tested method for their next transaction.