Mergers and Acquisitions - Virtual Learning Why Attend This practical course covers the key steps in the Mergers and Acquisitions(M&A) process, from the initial step of valuing the shares in a company through to closing the deal. Whether or not participants practice M&A, this course will provide them an insider's look into what is an undeniable major force in today's corporate arena. This course will give participants an A-Z understanding of the M&A process and the ability to evaluate whether a merger or acquisition fits with their organization's strategy. As a result they will identify the most lucrative M&A opportunities, select the best partners and get the maximum reward from the deal. Course Methodology In this interactive training course participants will frequently work in pairs as well as in larger groups to complete exercises, and regional and international case studies. Course Objectives By the end of the course, participants will be able to: Identify attractive Mergers and Acquisitions (M&A) opportunities Formulate the initial steps and the preliminary agreements for a merger or acquisition Carry out a full due diligence into the state of affairs of a target company Understand the Share Purchase Agreement (SPA) and the Asset Purchase Agreement (APA) Take an active role in the exchange and completion stages of a merger or acquisition Be an effective part of the post-merger integration to ensure the smooth running of the new organization Target Audience This course is suitable for anyone involved in the identification, planning and execution of a Mergers and Acquisitions opportunity. This includes, CEOs, managing directors, general managers, financial directors, accountants, board members, commercial directors, business development directors, strategy planners and analysts, and in-house council. Target Competencies Identifying M&A opportunities Due Diligence Organizing Acquisitions Structuring Negotiations Post-acquisition Integration Post-acquisition Audit Note The Dubai Government Legal Affairs Department has introduced a Continuing Legal Professional Development (CLPD) programme to legal consultants authorised to practise through a licensed firm in the Emirate of Dubai. We are proud to announce that the Dubai Government Legal Affairs Department has accredited EMG Associates as a CLPD provider. In addition, all our legal programmes have been approved. This PLUS Specialty Training Legal course qualifies for 4 elective CLPD points. Fundamentals of Mergers and Acquisitions ( M&A) Distinction between Mergers and Acquisitions Types of Mergers & Acquisitions Horizontal Vertical conglomerate Knowledge of areas of law required in M& A The Preliminary documents required in M&A Heads of terms- legally binding? Confidentiality - do they need to be in writing? Lockout/exclusivity agreements- requirements for enforceability How to structure the Acquisition Share sale Advantages and disadvantages from the buyer's perspective Advantages and disadvantages from the seller's perspective Business sale Advantages and disadvantages from the buyer's perspective Advantages and disadvantages from the seller's perspective Hive down A combination of assert sale and share sale Looking at different valuation techniques Real Estate Value Relief from Royalty Discounted Cash Flow Market Multiples Dividend Yield Net Assets The Due Diligence Process What is it? Why do it? Scope of due diligence Legal Financial Commercial Operational The Purchase Agreements Share Sale Purchase Agreement v Asset Purchase Agreement v Business Purchase Agreements Provisions in a Share Purchase Agreement Importance of warranties and indemnities in purchase agreements Negotiating warranties from a Share Purchase Agreement Contractual protection for the seller Disclosure letter Intellectual property What happens to IP in M&A Stages of the IP during the M&A process Dispute Resolution in M&A Litigation Arbitration Mediation The Exchange and completion stages of M&A Seller's document Buyer's document The auction process The relevant stages Advantages and disadvantages from the buyer's and the seller's perspective
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About this Training Course Liquefied Natural Gas (LNG) has provided intercontinental mobility to natural gas, which now provides about 25% of the global primary energy. Being the cleanest fossil fuel, natural gas/LNG consumption is forecasted to grow in all future scenarios. With the entry of various players, including Trading companies, the LNG value chain is becoming increasingly complex, and a solid understanding of its economics and management of its interfaces have become crucial to identify and assess investment opportunities and risks. Recent market disturbances caused by COVID-19, Oil & Gas price instabilities - coupled with the political (Ukraine/Russia) challenges - make a deep understanding of LNG Value Chain Logistics and Economics even more essential to ensure the security of energy supplies sustainably and profitably. This intermediate level 3 full-day course starts with a concise introduction to the LNG business. Thereafter, the elements of the LNG value chain are described, and their individual economics analysed. A Business Activity Model along the value chain will be developed and discussed in depth, covering the following key processes: 'Buy Gas - Transport Gas - Liquefy Gas - Sell LNG/Products - Ship LNG - Regasify LNG' The integrated chain economics will then be developed and quantified. A hands-on group workshop/exercise developing the economic case of a full-sized Liquefaction project will be carried out, considering the forecasted cash flows throughout the project life, the location of the plant, its markets, project sensitivities and profitability assessment. Participants will be provided with Excel based tools/models (LNG Liquefaction project development Net Present Value (NPV) analyses, Shipping Freight Calculations and Economics) to work through the exercises and also for their future personal use. Training Objectives After the completion of this course, participants will be able to: Understand how the LNG Value Chain operates, bound by the relevant Contracts and Agreements. Learn the basic economic parameters (operating, capital costs, financing, profitability) of each major element of the value chain. Appreciate the complexity of the value chain, and the associated opportunities and risks. Develop quantitative project evaluation skills. Explore options to maximise profitability in a given LNG value chain. Discuss best practices on how to manage, steer and govern these activities. Target Audience Technical, Operational, Shipping, Commercial, Project and Governance professionals who are already active in a specific section of the LNG Value Chain will directly benefit in developing a wider and deeper perspective on how the LNG Value Chain operations and can be optimised. Managers (Technical, Financial, Legal and Governance) less familiar with the specifics of the LNG Industry will also benefit from attending this VILT course, as they will obtain the required background to be able to set sharper targets, suitable performance indicators, and governance and performance assessment guidelines for units engaged in the chain. The course is most relevant for professionals engaged in the LNG industry at: National and International Oil & Gas/Energy Companies LNG Importers/Exporters/Traders/Shippers Government & Regulatory Agencies Finance Institutions It will also apply to the following audience: Business Development Managers Corporate Planning Professionals Project Developers Supply Planners & Scheduling Professionals Regulators Tax & Finance Advisors Compliance Officers Equity Analyst and Bankers Joint Venture Representatives, Board Directors Negotiators and Contracting Staff Trading Professionals Course Level Intermediate Trainer Your expert course leader is an Oil & Gas/LNG professional with more than 35 years of international experience, majority of which was gained at Shell International Joint Ventures engaged in Oil Refining, Supply / Trading, Gas Supply and LNG Businesses in the Netherlands, France, Thailand, Dominican Republic and Nigeria. Since 2004, he has had several roles in the management of the LNG Value Chain including the Commercial Operational Management of Nigeria LNG (NLNG). He played an active role in the start-up and integration of LNG trains 4, 5 and 6 with NLNG becoming the 3rd largest LNG producer in the world in 2007. Commercial operations spanned 4 Gas Supply, 11 LNG Sales & Purchase Agreements, ad-hoc LPG and Condensate Sales and LNG Ship Chartering contracts. Under his supervision, more than 2,000 LNG cargoes were exported. He was part of the organizational transformation of the company from a Project-based set-up to a Production / Commercial based structure and implemented an 'Integrated Planning and Scheduling Department' in which he optimized the value chain (Buy-Gas - Liquify Gas to LNG - Sell - Ship LNG). Staff competence management was one of his focus areas during this period. He was also the NLNG representative on JV Technical, Commercial, Shipping Committees where he interfaced with Government & Regulatory authorities. In 2014, he was appointed as Shell Shareholder representative to NLNG and became a Non-Executive Board member to NLNG companies, including Bonny Gas Transport (BGT) managing 24 LNG Ships. During this period, he was involved in the Economic and Technical steering of the Shipping Fleet and Liquefaction Plant Rejuvenation projects and a further capacity expansion of liquefaction plant which resulted in the achievement of NLNG train 7 project FID in 2019. Since 2016, he has been active as an independent consultant. He co-authored 2 patents and more than 30 published papers/presentations. He holds a PhD from Delft University of Technology in the Netherlands and a MSc and BSc in Chemical Engineering from the University of Birmingham, UK. POST TRAINING COACHING SUPPORT (OPTIONAL) To further optimise your learning experience from our courses, we also offer individualized 'One to One' coaching support for 2 hours post training. We can help improve your competence in your chosen area of interest, based on your learning needs and available hours. This is a great opportunity to improve your capability and confidence in a particular area of expertise. It will be delivered over a secure video conference call by one of our senior trainers. They will work with you to create a tailor-made coaching program that will help you achieve your goals faster. Request for further information post training support and fees applicable Accreditions And Affliations
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