Since the project seminar aspires to simulate an M&A process as close to reality as possible, the participating students were divided into three teams: A seller team and two buyer teams, one representing a strategic buyer and the other a financial investor. The topic of the first unit was, besides a (virtual) getting to know each other, the introduction to the companies assigned to us. Full of energy and curiosity, the following three units provided us with deep insights into the topics of research, documentation, and valuation – let alone the opportunity to dive into exciting and heated negotiation rounds with the other teams to get the deal done. But enough of beating around the bush, let’s jump right into the first lecture:
Target- & Buyer-Approach
As the seminar covers the complete M&A process, from preparation & documentation to signing & closing, the aim of this lecture was to identify suitable candidates in the form of a long list and those with the best fit were selected for the shortlist. In order to give our clients a clear overview of the most important data of the target company, we created short profiles, which not only provided information about the financial situation but also clearly depicted the product range and the company’s (technical) capabilities. A seemingly simple task, but due to the abundance of important information, a consistent focus on the most important things was indispensable.
The next step was to draft the Letter of Intent (LOI). In addition to highlighting the strategic potential, this also involved a valuation of the target company. In addition to a CCA and CTA multiple valuation, we performed a DCF analysis. Furthermore, the most important aspects regarding the structure of the transaction as well as the further procedure were, among other elements, proposed in the LOI.
Due Diligence & Share Purchase Agreement (SPA)
As in a real-world transaction, the due diligence of the target company was not to be missed. The findings that were made visible included both tax and commercial topics, but also potential deal breakers with regards to environmental issues. These findings had to be covered in the SPA to protect our respective clients. In addition, transaction elements such as earn-out and retentions clauses as well as important aspects such as the closing mechanism were submitted in a SPA draft to the buyers, who then provided their respective views through a mark-up to the SPA draft.
This mark-up was the subject of negotiation in the last meeting. It is in the nature of things that, depending on which side you represent, there are different ideas and perceptions regarding the final version of the SPA. Although we were all of course aware that this was only a simulated negotiation, it resulted in intense negotiations and exchanges of ingenious arguments, as everyone wanted to get the best possible result for their respective client. But don’t worry – we’re all still friends 😉
I can safely say that this seminar was one of the best courses during my entire time as a student. Besides the many insights we gathered about M&A processes, it was incredibly fun to work together as a team, supporting, but also challenging and pushing one another to new levels. The course instructors, David Gabriel and Alexander Kubo, were always on hand to provide the teams with useful feedback and real-world examples. Looking back, I can say that the seminar certainly made a big contribution to bringing me closer not only to M&A but also to MP as a company. It was therefore even nicer to finally be welcomed by a fantastic team at MP.
I hope I was able to give you a little insight into the project seminar organized by MP.