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Seminar Agenda
8:00 Registration
8:15 Welcome
Einar Dyrhauge, Executive Director, DABF
Albert Sokol, Partner, Edwards Angell Palmer & Dodge (US, UK, HK)
8:30 Case 1: Danaher. Philip Whitehead, Chairman, European Board, Danaher Corp.
Danaher’s emphasis on inorganic growth and the process of building strategic platforms, identifying opportunities, generating funding, and related topics.
9:00 Case 2: Lundbeck. Ole Vahlgren, Vice President, Corporate Business Development, Lundbeck A/S.
Lundbeck’s acquisition of US-based Ovation Pharmaceuticals.
9:30 Break
9:45 Panel Discussion
Panel chairman: Albert Sokol (US), EAPD
David Ramm (UK), EAPD
Niels Kornerup (DK), Bech-Bruun
Michael Toxværd Hansen (DK), Transaction Services, Deloitte Financial Advisory Services
Kim Bøttkjær (DK), Managing Partner, FIH Partners A/S
The panel will compare US, UK and DK views on cross-border topics, including some of the following:
• Basic M&A value-propositions and drivers.
o Types of Sellers – VC, PE, public/private, spinoffs.
o Types of Buyers – PE, public/private, strategics.
o Industry sectors, geographies.
o Planning for post-merger business and integration
• Valuations/price
o Financial measures
o Strategic rationales
o Validating value – auctions, fairness opinions, etc.
o Adjustments
- Earnouts
- Changes in target during deal (NBV, etc.)
o Effect of special allocations, eg, to key personnel
• Pre-merger “people planning”
o Employee retention – incentives funded from purchase price
o Integration into buyer’s corporate culture
- Internal corporate reporting
- Management style
- Compensation
- Effect on HR of regulatory requirements
• Basic deal structures
o Buy assets or shares. Pay with cash, stock, notes
o Triangular mergers and other structures
o Earn outs
• Special Issues
o For VC/private equity or other institutional sellers
o In corporate spinoffs
o For public targets
• Deal protection
o Due diligence
o Exclusivity, eg, no-shop/no-talk, go shop, break up fees
o Escrows
• Other issues
o Process issues, eg, LOI, term sheet, heads of agreement.
o Consents/approvals by customers, by 3rd parties
o Financing the deal
o Conditions for closing
o Representations/warranties, indemnification, sunsets, caps, baskets, remedies for problems
o And much more
11:15 Top 10 Mistakes in Cross-border M&A
11:45 Refreshments and Networking
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