Mergers and Acquisitions (FIN403)
Vietnamese title: Mua bán và Sáp nhập
Credits: 3
Prerequisites: FIN303

Description:
This course provides students with knowledge on how to apply advanced analysis to the valuation of companies involved in the mergers and acquisitions process. Students will gain an overview of the private equity industry and the practical issues involved in leveraged buyouts and buy-ins. Students will also gain an understanding of the tools and techniques used in the valuation of a company, and a complete overview of key elements in successful M&A and private equity transactions.
- Teaching method: Lecturing, in-class assignment, problem-based discussions, and team-based activities.

Learning outcomes:
Explain the rationale behind the M&A environment.
Identify the tactics of hostile takeovers and define antitakeover measures.
Develop integrative, adaptive planning frameworks for use before, during and after a negotiation by applying a thorough understanding of negotiation concepts, theories and principles.
Apply industry-accepted valuation methods (DCF, relative valuation) to analyse merger, acquisition and related transactions.
Practice ability to work as part of an effective team to prepare a financial valuation and a negotiation plan
Demonstrate the ability to produce a clear oral report and/or academic written report, which follows research ethic, that applies understanding of key concepts in M&A.

Student tasks:
- Students must attend at least 80% of contact slots in order to be accepted to the final examination.
- Student is responsible to do all exerciand ses, assignments given by instructors in class or at home and submit on time
- Use laptop in class only for learning purposes

Tools:
- Textbook and all learning materials provided on FLM https://flm.fpt.edu.vn/
- Internet

Materials:
description: Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions
author: Donald M. Depamphilis
publisher: Academic Press/Elsevier
published_date: 2019
edition: 10th
description: Mergers and acquisitions basics : the key steps of acquisitions, divestitures, and investments
author: Michael E.S. Frankel, Larry H. Forman
publisher: Wiley
published_date: 2017
edition: 2nd
description: Mergers, Acquisitions, Divestitures, and Other Restructurings:A Practical Guide to Investment Banking and Private Equity
author: Paul Pignataro
publisher: Wiley
published_date: 2015
edition: 1st

Assessments:
category: Class participation
type: on-going
weight: 10.0
duration: During the course
question_type: All LOs
no_question: OP1: - Individual Attendance- Participation in case study discussion sessions. OP2 (for constructivism approach only): Questions or Activities proposed by lecturer
knowledge_and_skill: 0
grading_guide: - Individual Attendance: weight 30% of class participation mark
Suggestion: Students must attend more than 80% of contact slots in order to be accepted to the final examination. Any absence will reduce 0.5 point per time.
- Individual Participation in case study discussion sessions. weight 70% of class participation mark
Suggestion: Bonus 0.2-0.5 point per correct/good opinion in case study discussion. Lecturer should add mark rubic when providing case study.
note: in class, by instructor
category: Final essay test
type: on-going
weight: 15.0
duration: 60'
question_type: All LOs
no_question: OP 1: Multiple choices or written questions.Marked by Computer or a suitable formatOP2 (for constructivism approach only): Questions or Activities proposed by lecturer
knowledge_and_skill: OP1:- Multiple choice: 20 to 40 questions; and/or- Problem solving: 1-3 questions.OP2 (for constructivism approach only):Follow lecturer's proposal
grading_guide: OP1:- Integration of studied knowledge and skills of chapters assigned
- Select from all covered chapters during the course.

OP2 (for constructivism approach only):Follow lecturer's proposal
note: in class, by instructor
category: Group assignment
type: on-going
weight: 15.0
duration: During the course
question_type: All LOs
no_question: OP 1: Analysis, reports and presentationOP2 (for constructivism approach only): Questions or Activities proposed by lecturer
knowledge_and_skill: OP1:Case studyOP2 (for constructivism approach only):Follow lecturer's proposal
grading_guide: Comprehensive reading, understanding issues, presenting problems,
Personal qualities: Individual responsibility, self-esteem, sociability, self-management, and integrity.
Cover all studied chapters
Any plagiarism will be resulted in a failure of assignment
note: - Guided by instructor
- Example of group assignment:
Acquisition Team Project: Early in the term students will divide into “teams” of four-to-six students each to share the research, analysis, and field work required to design a viable corporate acquisition proposal. The purpose of the Acquisition Project is to give students the opportunity to apply the tools they have learned in an increasingly common situation, i.e., mergers and acquisitions.

Each team will be asked to represent an acquiring company or investment group whose business strategy involves an acquisition or merger. The acquiring and target firms must be in the same industry. The acquisition can involve a recent transaction (i.e., last 12 to 18 months), a current transaction, or a hypothetical transaction involving two publicly traded firms, private companies, or some combination. The use of publicly traded companies will facilitate data collection, and the selection of companies in the same industry will simplify the analysis by eliminating the need to analyze two different industries.

Selecting Companies to Study: The success of the Project will be greatly dependent on the Team’s ability to understand the company’s operations, products, and the competitive dynamics of the industry in which it competes and to obtain financial, technical and market-related information on the company. Teams are encouraged (but not required) to select a publicly traded company, because both internal financial and operating data, as well as market/industry data, is likely to be more readily available (e.g., through Disclosure, Value Line, Standard & Poors Corporate Register, Thomas Register, etc.) than for a privately owned firm.
category: Individual Assignment
type: on-going
weight: 15.0
duration: During the course
question_type: All LOs
no_question: OP1: Discussion, Analysis, reports OP2 (for constructivism approach only): Questions or Activities proposed by lecturer
knowledge_and_skill: OP1:Case studyOP2 (for constructivism approach only):Follow lecturer's proposal
grading_guide: Comprehensive reading, understanding issues, presenting problems,
Personal qualities: Individual responsibility, self-esteem, sociability, self-management, and integrity.
Cover all studied chapters
Any plagiarism will be resulted in a failure of assignment
note: - Guided by instructor
- Examples of assignment design: provide case studies in the textbook prior to practice session of each chapter for discussion and analysis.
category: Mid-term test
type: on-going
weight: 15.0
duration: 45'-60'
question_type: LO1, LO2, LO3, LO4
no_question: OP 1:Multiple choices or written questions.Marked by Computer or a suitable formatOP2 (for constructivism approach only): Questions or Activities proposed by lecturer
knowledge_and_skill: OP1:- Multiple choice: 20 to 40 questions; and/or- Problem solving: 1-3 questions.OP2 (for constructivism approach only):Follow lecturer's proposal
grading_guide: OP1:- Integration of studied knowledge and skills of chapters assigned
- Cover chapter 1, 3, 4-7.

OP2 (for constructivism approach only):Follow lecturer's proposal
note: in class, by instructor
category: Final exam
type: Final exam
weight: 30.0
duration: 60'
question_type: All LOs
no_question: Multiple choicesMarked by Computer
knowledge_and_skill: 50 multiple questions
grading_guide: All topics, knowledge, skills covered in the classes
note: by exam board,
using computer

Schedule:
session: Course Introduction
learning_outcomes: I
materials: FIN403
session: Course Introduction
learning_outcomes: I
materials: FIN403
session: Chap 1: An Introduction to Mergers, Acquisitions, and Other Restructuring Activities
Why Do M&As Happen?
Merger and Acquisition Waves
Understanding Corporate Restructuring Activities
learning_outcomes: T
session: Chap 1: An Introduction to Mergers, Acquisitions, and Other Restructuring Activities (cont')
Alternative Takeover Strategies
The Role of Holding Companies in Mergers and Acquisitions
The Implications of M&As for Shareholders, Bondholders, and Society
learning_outcomes: T
session: Chap 3: The Corporate Takeover Market: Common Takeover Tactics, Antitakeover Defenses, and Corporate Governance
Corporate Governance
Understanding Alternative Takeover Tactics
Developing a Bidding Strategy
learning_outcomes: T
session: Chap 3: The Corporate Takeover Market: Common Takeover Tactics, Antitakeover Defenses, and Corporate Governance (cont')
Understanding Alternative Takeover Defenses
The Impact of Takeover Defenses on Shareholder Value
learning_outcomes: T
session: Tutorial: Chap 1 & Chap 3
- Solve questions and problems;
- Case study discussion
learning_outcomes: U
session: Individual Assignment - Requirement release
learning_outcomes: U
session: Chap 4: Planning: Developing Business and Acquisition Plans—Phases 1 and 2 of the Acquisition Process
The Role of Planning in Mergers and Acquisitions
The Merger and Acquisition Process
learning_outcomes: T
session: Chap 4: Planning: Developing Business and Acquisition Plans—Phases 1 and 2 of the Acquisition Process (cont')
Phase 1: Building the Business Plan/Model
Phase 2: Building the Merger-Acquisition Implementation Plan
learning_outcomes: T
U
session: Chap 5: Implementation: Search Through Closing—Phases 3–10 of the Acquisition Process
Phase 3: The Search Process
Phase 4: The Screening Process
Phase 5: First Contact
learning_outcomes: T
U
session: Chap 5: Implementation: Search Through Closing—Phases 3–10 of the Acquisition Process (cont')
Phase 3: The Search Process
Phase 4: The Screening Process
Phase 5: First Contact
learning_outcomes: T
U
session: Chap 5: Implementation: Search Through Closing—Phases 3–10 of the Acquisition Process (cont')
Phase 6: Negotiation
Phase 7: Developing the Integration Plan
learning_outcomes: T
U
session: Chap 5: Implementation: Search Through Closing—Phases 3–10 of the Acquisition Process (cont')
Phase 8: Closing
Phase 9: Implementing Postclosing Integration
Phase 10: Conducting a Postclosing Evaluation
learning_outcomes: T
U
session: Chap 6: Postclosing Integration: Mergers, Acquisitions, and Business Alliances
The Role of Integration in Successful Acquisitions
Integration Is a Process, Not an Event
learning_outcomes: T
U
session: Chap 6: Postclosing Integration: Mergers, Acquisitions, and Business Alliances
Integrating Business Alliances
Integrating Family Owned Firms
learning_outcomes: T
U
session: Tutorial: Chap 4-6
- Solve questions and problems;
- Case study discussion
learning_outcomes: U
session: Individual Assignment Instruction
learning_outcomes: U
session: Chap 7: Mergers and Acquisitions Cash Flow Valuation Basics
Estimating Required Financial Returns
Risk Assessment
learning_outcomes: T
session: Chap 7: Mergers and Acquisitions Cash Flow Valuation Basics (cont')
Calculating Free Cash Flows
Applying Discounted Cash Flow Methods
learning_outcomes: T
session: Chap 7: Mergers and Acquisitions Cash Flow Valuation Basics (cont')
Using the Enterprise Method to Estimate Equity Value

Discuss and practice
learning_outcomes: T
session: Chap 7: Mergers and Acquisitions Cash Flow Valuation Basics (cont')
Valuing Nonoperating Assets

Discuss and practice
learning_outcomes: T
session: Tutorial: Chap 7
- Solve questions and problems;
- Case study discussion
learning_outcomes: U
session: Group Assignment - Requirement release
learning_outcomes: U
session: Tutorial: Individual and Group Assignment instruction
session: Tutorial: Individual and Group Assignment instruction
session: Mid-term test
learning_outcomes: U
session: Mid-term test
learning_outcomes: U
session: Chap 8: Relative, Asset-Oriented, and Real Option Valuation Basics
Relative-Valuation Methods
Asset-Oriented Methods
The Weighted-Average Valuation Method
learning_outcomes: T
session: Chap 8: Relative, Asset-Oriented, and Real Option Valuation Basics (cont')
Real-Options Analysis
Determining When to Use the Different Approaches to Valuation
Valuing Initial Public Offerings
learning_outcomes: T
session: Tutorial: Chap 8
- Solve questions and problems;
- Case study discussion

Individual Assignment Submission
learning_outcomes: U
session: Tutorial: Chap 8
- Solve questions and problems;
- Case study discussion

Individual Assignment Submission
learning_outcomes: U
session: Chap 10: Analysis and Valuation of Privately Held Firms
Private Versus Public Company Governance
Challenges of Valuing Privately Held Companies
Step 1: Adjusting Financial Statements
learning_outcomes: T
U
session: Chap 10: Analysis and Valuation of Privately Held Firms (cont')
Step 2: Applying Valuation Methodologies to Privately Held Companies
learning_outcomes: T
U
session: Chap 10: Analysis and Valuation of Privately Held Firms (cont')
Step 3: Developing Discount Rates
Step 4: Applying Control Premiums, Liquidity, and Minority Discounts
learning_outcomes: T
U
session: Chap 10: Analysis and Valuation of Privately Held Firms (cont')
Taking Private Companies Public
Plans to Buy Private Companies
learning_outcomes: T
U
session: Tutorial: Chap 10
- Solve questions and problems;
- Case study discussion
learning_outcomes: U
session: Tutorial: Chap 10
- Solve questions and problems;
- Case study discussion
learning_outcomes: U
session: Chap 13: Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Financing
The Role of Public and Private Financial Markets
How Are M&A Transactions Commonly Financed?
learning_outcomes: T
U
session: Chap 13: Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Financing (cont')
What is the Role of Private Equity, Hedge, and Venture Capital Funds in Deal Financing?
Impact of Tax Reform on M&A Financing
learning_outcomes: T
U
session: Chap 13: Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Financing (cont')
Leveraged Buyouts as Financing Strategies
What Factors Are Critical to Successful LBO’s?
learning_outcomes: T
U
session: Chap 13: Financing the Deal: Private Equity, Hedge Funds, and Other Sources of Financing (cont')
How Do LBO’s Create Value?
Common LBO Deal and Capital Structures
learning_outcomes: T
U
session: Chap 14: Applying Financial Models: To Value, Structure, and Negotiate Stock and Asset Purchases
Understanding and Applying M&A Financial Models
M&A Models: Stock Purchases
learning_outcomes: T
U
session: Chap 14: Applying Financial Models: To Value, Structure, and Negotiate Stock and Asset Purchases (cont')
M&A Models: Asset Purchases
Quantifying Synergy
learning_outcomes: T
U
session: Tutorial: Chap 13 & Chap 14
- Solve questions and problems;
- Case study discussion
learning_outcomes: U
session: Tutorial: Chap 13 & Chap 14
- Solve questions and problems;
- Case study discussion
learning_outcomes: U
session: Chap 16: Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-Outs, Split-Offs, and Tracking Stocks
Divestitures
Spin-Offs
Equity Carve-Outs
learning_outcomes: T
U
session: Chap 16: Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-Outs, Split-Offs, and Tracking Stocks (cont')
Split-Offs and Split-Ups
Tracking, Targeted, and Letter Stocks
learning_outcomes: T
U
session: Chap 16: Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-Outs, Split-Offs, and Tracking Stocks (cont')
Restructuring Implementation Issues
Key Restructure Legal Documents
Comparing Alternative Exit and Restructuring Strategies
learning_outcomes: T
session: Chap 16: Alternative Exit and Restructuring Strategies: Divestitures, Spin-Offs, Carve-Outs, Split-Offs, and Tracking Stocks (cont')
Choosing Among Divestiture, Carve-Out, and Spin-Off Restructuring Strategies
Determinants of Returns to Shareholders Resulting From Restructuring Strategies
learning_outcomes: T
session: Tutorial: Chap 16
- Solve questions and problems;
- Case study discussion

Group Assignment Submission
learning_outcomes: U
session: Tutorial: Chap 16
- Solve questions and problems;
- Case study discussion

Group Assignment Submission
learning_outcomes: U
session: Tutorial: Course Revision
learning_outcomes: T
U
session: Tutorial: Course Revision
learning_outcomes: T
U
session: Final Essay test
learning_outcomes: U
session: Final Essay test
learning_outcomes: U
session: Group presentation
learning_outcomes: U
session: Group presentation
learning_outcomes: U
session: Group presentation
learning_outcomes: U
session: Group presentation
learning_outcomes: U