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End User License Agreement
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End User License Agreement
by Scott Moeller, Chris Brady
Intelligent M & A: Navigating the Mergers and Acquisitions Minefield, 2nd Edition
Title page
Copyright page
Dedication
Introduction to the Second Edition
CHAPTER 1: The Need for Intelligence in Mergers and Acquisitions
Different Types of Mergers and Acquisitions
The Merger Waves
Reasons for M&A Deals
Public Sector Mergers
Conclusion
CHAPTER 2: Business Intelligence
The Intelligence Function
Business Intelligence Industry
What's Out There?
How Do We Project the Company's Message into the Environment?
Review
Structure
The Products
How Should the Intelligence Products Be Delivered?
Conclusion
CHAPTER 3: Designing the Acquisition Process
Steps in a Deal
Selling Approaches
Timing
Managing the Process
LBOs/MBOs
Hedge Funds and Venture Capitalists
Business Intelligence in the M&A Process
Conclusion
CHAPTER 4: Controlling the Advisors
Coordinating Advisor
External Advisor Roles
Corporate Development
Advisor Selection
How Advisors Are Paid
Advisors and Business Intelligence
Conclusion
CHAPTER 5: Identifying the Best Targets
Strategic vs. Opportunistic Deals
Role of Strategy
Screening Candidate Targets
Deal Pipelines
Acquisition Strategy
Business Intelligence in Target Selection
Scenario Planning
Alternatives to Acquisitions or Mergers
Organic Growth
Restructuring and Divestitures
Alliances and Joint Ventures
Holding Companies and Minority Investments
“Do Nothing”
Conclusion
CHAPTER 6: The Best Defense
Hostile Bids
Arbitrageurs
Private and Closely-Held Companies
Vulnerable Companies
Defense Preparation
Preventive Defenses
Active Defenses
“M.O.A.T.S” for an Effective Defense
Conclusion
CHAPTER 7: Due Diligence
Preparing for Due Diligence
The Due Diligence Process
Types of Due Diligence Information
Secondary Sources of Information
External Sources
Internal Due Diligence Information Available in the Bidder
Financial Due Diligence
Legal Due Diligence
Commercial Due Diligence
Management Due Diligence
Cultural Due Diligence
Ethical Due Diligence
Using the Intelligence
Conclusions
CHAPTER 8: Valuation, Pricing, and Financing
Value versus Price
Control Premiums
Alternative Methods of Pricing and Valuation
Synergies
Experts
Adjustments to Financial Statements
Total Deal Cost
Public Company Valuations
Private Company Valuations
Valuations and Business Intelligence
Alternative Pricing Methods
Assumptions
Mergers vs. Acquisitions
Multiple Valuation Methods
Role of Business Intelligence
Financing the Deal
Conclusion
CHAPTER 9: Negotiation and Bidding
Business Intelligence in Effective Negotiations
Takeover Strategies
Toeholds
Casual Pass
Bear Hugs
Tender Offers
Proxy Fights
Freeze-Outs
Fairness Opinions
Negotiation Process
Hard vs. Soft Negotiations
Resistance Strategies
Signaling
Conclusion
CHAPTER 10: Post-Deal Integration
Change Management
Integration Costs
Integration Planning
Keys to Integration Success
Communicate
Leadership
Engineer Successes
Advisors
Nurture Clients
Retain Key Employees
Adjust, Plan, and Monitor
Integrate the Two Cultures
Decide Quickly
Conclusion
CHAPTER 11: Post-Deal Review
M&A Skill as a Core Competency
Post-Deal Review Team
Post-Deal Review Timing
What should Be Measured and Tracked
Applied Learning
Role of Advisors
Conclusion
CHAPTER 12: Conclusions
Bibliography and References
CHAPTER 1 The Need for Intelligence in Mergers and Acquisitions
CHAPTER 2 Business Intelligence
CHAPTER 3 Designing the Acquisition Process
CHAPTER 4 Controlling the Advisors
CHAPTER 5 Identifying the Best Targets
CHAPTER 6 The Best Defense
CHAPTER 7 Due Diligence
CHAPTER 8 Valuation, Pricing, and Financing
CHAPTER 9 Negotiation and Bidding
CHAPTER 10 Post-Deal Integration
CHAPTER 11 Post-Deal Review
Websites
Index
End User License Agreement
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WILEY END USER LICENSE AGREEMENT
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