Mergers, Acquisitions & Buy-outs 2011 – Recent Deals & The Road Ahead

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Conference Overview

The partial revival of M & A markets in 2010 has led many commentators to speculate on whether a major recovery is under way. The recent bids for Cadbury by Kraft and for Potash by BHP Billiton, in particular, have led to much debate on this subject. The matter is being considered against a background of lacklustre equity markets for most of 2010 making equity issuance by listed companies more problematic, but also the huge amounts (estimated to be US $500 billion worldwide) of private equity finance that could be available for M & A cannot be ignored.

This conference covers many different themes within the M & A firmament and with the added feature of those subjects being illustrated with case studies and current relevant issues. The problems encountered in the smooth execution of acquiring and disposing of private companies – whether by UK or overseas buyers – are dealt with, as are the issues encountered when the target company is public and the Takeover Code applies.

The conference will also consider deals where private equity is involved, comparing them to trade buyer-driven situations and examining the different financing structures. Important aspects of M & A such as valuation, the legal issues and negotiating a successful deal are also addressed.

Overall, the conference will provide a thorough and up-to-date coverage of the M & A issues which will be impacting deals in 2011, considering case studies and the lessons learned from the recent past.

Conference Content

08:30 Coffee & Registration

09:00 Chairman’s Opening Remarks

Andrew Ware, Head of Corporate Finance, BDO LLP

09:10 The Latest Developments in Takeover Regulation

Robert Gillespie, Director General, The Takeover Panel

• 2010 Review of Bid Regulation
• Speedy clarification offeror or intentions – timing consequences
• Restrictions in deal protection measures and inducement fees
• Disclosure of offer-related fees
• The promotion of employee views regarding bids
• Further changes in 2011?

09:40 Recent Acquisitions

Stephen Wilkinson, Partner, Herbert Smith LLP

• Overview of activity
• Recent private M&A Deals
• Recent public M&A Deals

• Conditions
• Covenant packages
• Transitional services
• Impact of changes in law

• Activity and trends
• Impact of Takeover Code changes

10:10 Successful M&A Deals – Key Issues for Negotiation

Luca Ferrari, Managing Director – M&A, Goldman Sachs International

• Aspects of M&A Deals
  • Issues for buyers, sellers and financiers
• Public Deals
  • MACs
• Private Deals

• Regulatory differences
• Form of consideration

• Deal protection
• Competition clearances
• Financing conditions

• Risk allocation in warranties
• Escrows
• New regulation
• Financing certainty

10:40 Morning Coffee

11:00 Recent Private Equity Deals

Simon Tilley, Head of Private Equity Coverage, DC Advisory Partners

• Overview of Recent Activity
• Case Studies
• Debt Market Conditions
• Likely hot sectors in the future

11:30 Financing the Acquisition

Mark Crossley, Managing Director, The Royal Bank of Scotland

• Cash Consideration vs shares – what works best?
• Recent trends in financing mix and levels
• Debt underwriting – the return of jumbo deals
• Equity raising methods in practice
• Other Financing Instruments?
• Financing as an M&A tactic

12:00 Recent Disposals

Mark Brockway, Director, M&A Advisory, Ernst & Young LLP

• Drivers for successful asset sales in the current economic client
• Carve-outs: unlocking winning deals
• The changes in sale processes since the financial crisis: tailored processes vs traditional auctions
• Expectations for divestments in 2011

12:30 Lunch

14:00 Recent Cross Border Deals

Neil Sutton, UK Head of Corporate Finance, PricewaterhouseCoopers LLP

• Key territories for cross border M&A flows
• Key trends in the cross border market
• Landmark deals
• Predications for the market in 2011

14:30 The Future of Private Equity- Predictions / Trends for MBOs in 2011 and beyond

Justin Maltz, Director – UK Private Equity, 3i

• How has the Private Equity industry been affected by the recent downturn
• Key current trends for Private Equity in the UK
• Structural Changes in the Market
• Short term Investment Outlook
• Prospects for the medium term

15:00 Afternoon Tea

15:15 Legal Issues in M&A

Piers Prichard Jones, Partner, Freshfields Bruckhaus Deringer LLP

• Legal Issues in Private M&A
• Legal Issues in Public M&A
• The year ahead from a legal perspective

15:45 Valuation

Andrew Robinson, Partner, Head of Valuation, Deloitte

• Why it’s important to clearly define the basis and purpose of a valuation
• Valuation of businesses during an economic crisis
• How does market sentiment affect valuation at a point in time
• Valuing financially distressed assets and assessing potential upside and downside possibilities
• A few tricks of the trade

16:15 M&A for Mid Market Companies

John Mellett, Managing Director – Global Banking & Head of Mid Market Team, HSBC Bank

• Emerging markets: do buyers need to come to the West?
• Appealing to international buyers
• Demise of IPO exits
• Where are the real exits?

16:45 Chairman’s Closing Remarks

Please note that this event is a conference and not a training course. Participants will listen to many expert speakers and will have the opportunity to ask questions, but there is no formal training, exercises or tuitional material being delivered. Should this be your objective, Redcliffe organises several training courses in this and related subjects. Please click here for full details.