Whether you are motivated by:

"opportunity" or "necessity", numerous managers find themselves seduced and easily
won over by the mere idea of expansion through acquisition. There is no room for
improvisation when assessing growth opportunities. First and foremost, an external
growth strategy must be elaborated: What kind of synergy are we aiming for?
What economies of scale are we after? What risks are we willing to take ?

The business acquisition process is an act of great importance as, in the current
economic context, it furnishes substantial development opportunities on matters
such as succession planning, strengthening of equity and re-configuration of both
shareholder makeup and shareholding structures.

1. Succession Planning : according to a Canadian Federation of Independent Businesses
   (CFIB) study, over 40% of Quebec small to medium market entrepreneurs expect to
   retire within the next five years. Among them, only a third have started planning
   their succession or exit strategy ...
2. Strengthening Equity & Restructuring Shareholding Parameters: scientific discoveries
   and cutting-edge know-how mean that new materials are being introduced. Hence the
   need to establish new production and distribution methods is a matter of high importance.
   To survive and be viable, businesses must now expect to be larger than in the past,
   given the new trend towards globalisation.

Once in discussions with a seller, negotiations are typically fed by a string of
requests for information originating from the buyer, hence the need for such a
training session - to better equip the buyer. This course will address risk factors,
aiding business people in deepening their knowledge of the risks involved in the
acquisition process: strategic, financial, legal, labour-related and tax-related.

• Structuring an operational business plan and arguing the pros and cons of embarking
  on the business acquisition process
• Pre-determining what essential information is required from and on the seller in
  order to carry out preliminary investigations
• Being prepared to provide information requested by the seller
• Directing the audit process and minimizing hours billed by external consultants
• Assessing target company's assets and deciding on negotiation strategies
• Anticipating internal/external financing needs
• Becoming familiar with shareholder agreements
• Becoming familiar with due diligence process
• Foreseeing any acquisition pitfalls and minimizing risk through intelligent
  use of legal and financial tools available

Regulatory Foundations & Theories

• Review of regulatory stipulations in Quebec, Canada and internationally
• Study and survey results

Various Applications

• Patrimonial acquisition (capital investment)
• Acquisition intended for economic synergy
• Acquisition intended for economies of scale (vertical integration)

A combination of the following elements: expert testimonials, sharing experience among
participants, practical exercises, simulations and case studies.

Outlining your strategic position :

• Analysis of operational portfolio and market position
• Financial structure and growth scenarios
• Key factors in success and external growth

Step 2

Assessing risks involved in target business:

• Goodwill weaknesses
• Financial precariousness
• Diminished profits
• Lack of transparency in books
• Risks in asset ownership and exercise
• Tax risks
• Social risks (strikes, departures, etc..)
• Legal and regulatory risks
• Uninsured risks
• Risk of material damage and civil liability
• Litigation risks
• Industrial tool-related risks
• The emergence of new/potential risks:
  • Hidden commitments
  • Environmental risks
  • Criminal risks involving target business

Step 3

Which audits and why ?

• Financial audit
• Legal audit
• Tax audit
• Human Resources audit
• Environmental audit
• Managing the auditing process: best practices
• Buyer and consultant roles : who is legally responsible for any negative repercussions ?

Step 4

Assessing value and determining purchase price :

• Preparatory diagnostics
• Measuring and judging performance
• Analytical methods:
  • Using company financial data
  • Using market studies
• Determining price (minimum / maximum / target)

Step 5

Choosing financing methods for purchase process :

• Sensitivity towards financing options based on economic climate
• Financing based on business life-cycle
• Leveraged buyouts
• Bank debt predicaments
• Recourse limitations with capital investors
• Key elements related to shareholder agreements
• Impact on buyer accounts

Step 6

The Contractual Phase :

• Property transfer documentation
• Price-determination clauses
• Cancellation clauses
• Dispute settlement clauses
• Security agreements
  

Step 7

Negotiating guarantees agreements :

• Benefits and drawbacks of guarantees agreements
• Conditions of form and execution

To sign up or for further information, please contact Mme Maryse Roy
at 450-226-2238 or 1-800-861-6618