Contents

About the authors

Foreword

Publisher’s acknowledgements

1  The foundations

Introduction

Bad news … most acquisitions fail

Planning for success

Strategic and acquisition planning

Acquisition target evaluation

Deal management

Integration management

Corporate development

Getting it right

Conclusion

2  Finding candidates

Introduction

Running an acquisition search

Strategy

Identify the universe of acquisition candidates

Screen potential targets

Draw up a shortlist

Make an approach

Conclusion

3  Preliminary negotiations

Introduction

The confidentiality agreement

The letter of intent

Enforceability of the letter of intent

Conclusion

4  Working with advisers

Introduction

Who does what?

Before involving advisers

When to involve advisers

Selecting advisers

The advisory team

Briefing advisers

Terms of reference

Fees

Liability caps

On appointment

Day-to-day management of advisers

The final report

Conclusion

5  The integration plan

Introduction

The golden rules of acquisition integration

The integration plan

Post-acquisition review

Conclusion

6  Investigating the target

Introduction

What is due diligence about?

When should you do it?

Be prepared for obstacles

Remember: the target will have prepared

How do I know what due diligence to do?

Who does due diligence?

What do I do?

Get the right team

Other points to watch

Commercial due diligence

Why carry out both CDD and FDD?

Financial investigations

Legal investigations

Conclusion

7  Valuation

Introduction

Valuation is not best left to the experts

There is no single number

The valuation process – a summary

Valuation is not just about modelling

Calculating synergies

Valuation techniques

Conclusion

8  Negotiation

Introduction

The basics

Preparation

Starting discussions

Keeping control

Dealing with tactical ploys

Trading concessions

Splitting the difference

Dealing with pressure devices

Unblocking bottlenecks

Body language

The green light

Learn to recognise and return signals

What to do when ‘win-win’ will not work

Conclusion

9  The sale and purchase agreement

Introduction

Why is a contract necessary?

The agreement

Warranties and indemnities

Post-deal

Alternatives to contractual warranties and indemnities

Cross-border issues

Conclusion

Appendices

Appendix A Checklist for a financial due diligence investigation

Appendix B Checklist for legal due diligence

Index