Core Course Syllabus Fortune Institute of International Business, New Delhi Post-graduate Program in Management

Course Title: Mergers & Acquisitions & Corporate Valuation Number of Credits: 3 Term: VI (2011-2012) HK Kaushik Designed by: Prof.

1. Introduction Mergers and acquisition have become an inseparable part of today's increasingly competitive economic environment. The fundamental aim of the course is to prepare students to take advantage of the current scenario and understand the comprehensive framework for executing M&A from initiation to implementation This course is intended to provide key insights into the success factors in combining businesses and the commonly used business valuation techniques to provide a thorough analysis of how the impact on value as a result of corporate mergers and acquisitions.

2. Course Aim The aim of the course is to provide an overview of what is involved in the M&A process from start to finish and to develop a technical understanding of the strategic fit of an M&A deal and the tools for valuation of businesses, financing an acquisition, due diligence process and implementation and integration of processes.

3. Course Objectives Discuss the form of mergers and acquisitions Highlight the real motives of mergers and acquisitions Show how mergers and acquisitions could help in creating value Illustrate the methodology for valuing mergers and acquisitions

Focus on the considerations that are important in the mergers and acquisitions negotiations Consider the issues involved in post-merger integration Understand the implications and valuation of the leveraged buyouts and disinvestment Explain the legal framework for mergers and acquisition in India

4. Course Learning Outcomes Students, who successfully complete this course, should be able to:

understand the strategic, financial, organizational and regulatory aspects of mergers and acquisitions be familiar with the determinants of acquisition outcome ,and how value can be created and destroyed through mergers and acquisitions have practical skills relevant to the identification of potential acquisition targets, l risks and returns, the negotiation of the transaction, and the management of the post-acquisition integration phase, including cross-cultural issues.

5. Course Outline Session Topic Introduction to Merger and Acquisition, Valuation and Corporate Restructuring

Session 1

Contents Conceptual framework of Corporate Restructuring, Merger types

Readings

Session 2-6

Valuation and Corporate Restructuring Case-study

Methods of valuations: Applying Relative, AssetOriented Valuation Methods to Mergers &Acquisitions

Ch 32 (IM Pandey), Ch 1 (RS Aurora) and Ch 1 and 2 (Godbole) Ch 32 (IM Pandey), Ch 6 (RS Aurora) and Ch 16 and 17 (Godbole)

Session 7

Strategy and Synergies- strategic drivers and forms of synergy value

Growth opportunities, motivations for M&A, manufacturing synergy, operating synergy, marketing synergy, financial synergy and tax synergy Takeover tactics Defense tactics and

Ch 3 (RS Aurora) and Ch 3 and 4 (Godbole) Ch 2 (RS Aurora) and Ch 5 and 6 (Godbole) Ch 6 (RS Aurora) and Ch 14 and 15 (Godbole) Ch 5 (RS Aurora) and Ch 7 -13 (Godbole) Ch 4 (RS Aurora)

Session 8

Corporate Takeover and Defense Tactics

Session 9-10 Session 11,12 Session 13-14

Financing Transactions

Share swap ratio and leveraged buyout structures Tax and Accounting Considerations, SEBI Guidelines Due Diligence Process

Structuring The DealLegal issues Due Diligence in M and A Case study Mid Term Exam Post Merger Integration Tata Corus Case Cross-Border Mergers and Acquisitions Case studies: RanbaxyDaiichi, TATA motorJaguar, Novetis-Hindalco. Case studies Presentations by students

Session 14 Session 15 Session 16-19 Session 20-21 Session 22-24

Viewing Integration as a Process, role of integration in M&A

Ch 7 (RS Aurora) Ch 17,18 (Godbole)

Motives for International Expansion, market entry strategies

Ch 8 (RS Aurora), Handouts

6. Teaching Methods Textbook readings, supplement readings and class discussion will help to convey the main body of knowledge. The course will involve the application of what the student may have learned in such courses as finance, accounting, business law, micro and macroeconomics, human resource management and strategic planning .The faculty will serve as a facilitator and evaluator in a collaborative learning experience. The

most effective learning will come from students involvement in relating concepts discussed in the class to transactions currently in the news through both group discussions as well as through practical assignments. 7. Assessment Grading will be based on Case Discussion/ Class Participation: Quizzes: Mid-term examination Final examination Team project: 8. Course Materials Required Text Godbole, G. Prasad: Publication) Reference Books Mergers, Acquisitions And Corporate Restructuring (Vikas 10% 20% 20% 40% 10%

1. IM Pandey: 2. Damodaran Aswath:

3. RS Aurora:

Financial Management (Vikas Publications) Damodaran on Valuation (Wiley) Mergers and Acquisitions (Oxford University Press) Financial Management (Tata McGraw) Creating Value from Mergers and Acquisitions

4. MY Khan and PK Jain: 5. Sudi Sudarsanam:

The Challenges (Pearson)

9. Academic Honesty Students are expected to uphold the FIIB standard of conduct for students relating to academic dishonesty, which is defined as an intentional act of deception in which a student seeks to claim credit for the work or effort of another person or uses unauthorised materials or fabricated information in any academic work. Students assume full responsibility for the content and integrity of the academic work they submit. The guiding principle of academic integrity is that a students submitted work, examinations, reports, and projects must be that students own work for

individual assignments, and the groups own work for group assignments/ projects. Students are guilty of academic dishonesty if they: Use or obtain unauthorised materials or assistance in any academic Falsify or invent any information regarded as cheating by the instructor; Give unauthorised assistance to other students, i.e. assisting in Represent the work of others as their own; i.e. plagiarism. Modify, without instructor approval, an examination paper, record or work; i.e. cheating. i.e. fabrication. dishonesty.

report for the purpose of obtaining additional credit; i.e. tampering. The penalty for academic dishonesty is severe. Any student guilty of academic dishonesty may be subject to receive a failing grade for the examination, assignment, quiz, or class participation exercise as deemed appropriate by the instructor. In addition, the penalty could also imply that the student receive a failing grade for the course and be reported to the PGP Chairperson and the Chairperson, Student Affairs.