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(Elective Course; 1st/2nd year Economics/Finance/Management)

HSBC Business School, Peking University Shenzhen

Applied Mergers & Acquisitions


XXXX Module, XXXX Semester 2011-12
(ver. 20111205; Subject to change, see course website)

Course Syllabus **RED HERRING VERSION**


Class Meeting Times: XXday & XXXday, XX:30am-XXX:20am Room: C1XX Instructor: Terrill L. Frantz terrill@phbs.pku.edu.cn Office: C312

Office Hours: 30-minutes before class, 1-hour after class, and by appointment (best option; send an email to arrange) Course Website: http://ama12.phbs.info Course Credits: 3

Description
This course is designed to give students exposure to the all aspects of a Merger or Acquisition (M&A) as a scheme for growing their business: from conception of an M&A strategy, finding a suitable partner, crafting a deal, communicating the transaction and finally to post-merger integration. The course provides comprehensive and operational exposure to the benefits, costs and implications of using such strategic combinations in the organizations that they are responsible for, or manage. The course aims to enable the student to manage and oversee the M&A strategy and execution for their organization or for a client firm.

Prerequisites
The prerequisites for this class include: (a) Financial Accounting, (b) Introduction to Management, and (c) Organizational Behavior.

Course Topics

Introduction to terms and key themes of M&A, including ethics

Strategy and the origination of transaction proposals M&A Waves Cross-Border M&A Acquisition Search and Deal Origination Diligence, Valuation, and Accounting Due Diligence / White Rooms Valuing Synergies & Impacts, Liquidity & Control Design of Transaction Terms Forms of Payment Social Issues Governance, Laws & Regulations Securities & Antitrust Law

Strategy and uses of M&A to grow or structure the firm

Valuing Firms & Options / Crafting the Business Case

Risk Management

How a negotiation and deal takes place

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Competition, Hostility and Behavioral effects Hostile Takeovers Takeover Attach and Defense Communication, Integration, and Best Practice Frame-work for Post-merger Integration Cultural Assessment Alignment Best Practices

Developing the implementation Strategy

Student Outcomes
After the successful completion of this course, the student will be:

Enabled to professionally identify strategic-combination opportunities for their firm Enabled to understand the process of evaluating an opportunity and structuring a deal Able to identify the risks, rewards, and complexities of choosing a combination strategy Able to develop a comprehensive plan for implementing a M&A strategy for their business

Teaching Methodology
This course is lecture with a heavily emphasis on case-study discussions and projects; the engaged student and class involvement is paramount. Group-work will be an integral part of this course, although the technical skills are to be instilled into each individual. Real-world current business events and transactions will be an integral part of this course. Students will be involved by giving presentations. Attending to the reading assignment and case-readings is vital.

Course Texts
Applied Mergers and Acquisitions (2004). Robert F. Bruner ISBN-13: 978-0471395058 Wiley Publishing @ amazon.cn 592.00 ~ 131.00 (used) The Global M&A Tango (2010). Fons Trompenaars & Maarten Nijhoff Asser ISBN-13: 978-1-906821-05-0 Infinite Ideas Publishing @ amazon.cn 592.00 ~ 131.00 (used)

** It is highly unlikely that a student will be successful in this course without having full access to these texts ** ** It is the students responsibility to gain access to the texts, not the professors

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Course Website
The course website is the primary communications vehicle for outside-of-class communications and course documentation. The student is expected to routinely check the site for information and class-related announcementsperhaps daily.

Grading/Evaluation
Grades will be based according to the follow weighting: Attendance (18 class meetings): 10% Quizzes (4 x 5%) 20% Group Project: 10% Individual Project: 30% FINAL EXAM: 30% Missed quizzes/tests cannot be made up and must be taken only at the time they are offered. Class attendance and in-class participation is considered in the grading for this course.

Class Meeting Schedule


Class Meeting Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 FINAL EXAM

(subject to change): Pre-Class Preparation

Class Meeting Date

In-Class Topic(s)

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Group Project
The group research paper should identify one major acquisition/merger that occurred in the last century (~100, yes, one-hundred years) and older than this past decade, summarize and critique the relevance of the transaction. The major acquisition/merger should be pre-approved by the professor to eliminate redundant topics within the class. This paper should involve a historical perspective and ultimately address the success (or lack of success) of the transaction. Questions that should be addressed: 1. How did the transaction occur? Cash, stock, acquisition, mergerprovide a history 2. Were synergies actually created? Explain, support 3. Was shareholder value created for acquiring firm? Explain, support This paper should be appropriately cited and approximately 10 pages. Additionally, each group will present their findings, summarizing their research in a PowerPoint presentation (10 slides or less). examples that you can build upon.

Individual Project
The individual research paper should identify one major acquisition/merger that occurred in the last ten (10) years, summarize and critique the relevance of the transaction. The major acquisition/merger should be pre-approved by the professor to eliminate redundant topics within the class. This paper should involve a historical perspective and ultimately address the success (or lack of success) of the transaction. Questions that should be addressed: 1. How did the transaction occur? Cash, stock, acquisition, mergerprovide a history 2. Were synergies actually created? Explain, support 3. Was shareholder value created for acquiring firm? Explain, support 4. How would you have improved the outcome of the deal? This paper should be appropriately cited and approximately 10 pages. Additionally, each student will present their findings, summarizing their research in a PowerPoint presentation (10 slides or less). It is important to attend class as I will provide insight into this project in our discussions with examples that you can build upon.

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