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International Mergers & Acquisitions International Mergers FWE-BOOK international mergers & acquisitions creating value in an increasingly complex corporate environment 2008 In assocation with: Customised edition for: IMPORTANT COPYRIGHT NOTICE © 2008 Financier Worldwide. All rights reserved. DISTRIBUTION RIGHTS This version of “2008 International Mergers & Acquisitions: Creating Value in an Increasingly Complex Corporate Environment” is for UNRESTRICTED WORLDWIDE DISTRIBUTION The publisher grants McKenna Long & Aldridge LLP unlimited rights to distribute this file in electronic format to any recipient. Rights are granted to store this file on multiple PCs. FWE-BOOK international mergers & acquisitions creating value in an increasingly complex corporate environment 2008 The next great acquisition for your library. The Mergers & Acquisitions Quick Reference Guide from McKenna Long & Aldridge. Just like the original Corporate Governance Guide, the M&A Quick Reference Guide is free as a service to corporate counsel and senior management. Send an e-mail to order yours today to ensure that you STAY AHEAD OF THE CURVE by getting your copy of this indispensable guide. Topics include Acquiring a Division, Distress Deals, Purchase Price Adjustments, Public Company Concerns/Post-Closing Issues, Non-Disclosure Agree- ments, Disclosure Letters, Letters of Intent, ERISA Concerns, Escrow Agreements, Representations and Warranties and more. To receive your FREE copy of the Mergers & Acquisitions Quick Reference Guide and all future updates, simply email us at [email protected]. www.mckennalong.com TO RECEIVE YOUR FREE COPY, EMAIL US AT [email protected] The next great acquisition for your library. The Mergers & Acquisitions Quick Reference Guide from Click below to read the articles by McKenna Long & Aldridge LLP McKenna Long & Aldridge. Going global: successfully negotiating multi-jurisdiction transactions Just like the original Corporate Governance Guide, BY RICHARD R. WILLIS, CHRIS G. BAUGHER AND ANTHONY M. BALLOON the M&A Quick Reference Guide is free as a service to corporate counsel and senior management. Send Drafting and negotiating purchase agreements to an e-mail to order yours today to ensure that you anticipate challenges STAY AHEAD OF THE CURVE by getting your copy BY MARC C. D’ANNUNZIO AND WAYNE N. BRADLEY of this indispensable guide. Taking advantage of the weak US dollar Topics include Acquiring a Division, Distress Deals, BY Gary W. MARSH, MICHAEL J. COCHRAN AND ANN-MARIE MCGAUGHEY Purchase Price Adjustments, Public Company Concerns/Post-Closing Issues, Non-Disclosure Agree- ments, Disclosure Letters, Letters of Intent, ERISA Concerns, Escrow Agreements, Representations and Warranties and more. To receive your FREE copy of the Mergers & Acquisitions Quick Reference Guide and all future updates, simply email us at [email protected]. www.mckennalong.com TO RECEIVE YOUR FREE COPY, EMAIL US AT [email protected] Published by Financier Worldwide The Exchange 19 Newhall Street Birmingham B3 3PJ United Kingdom Telephone: +44 (0)845 345 0456 Fax: +44 (0)121 710 5574 Email: [email protected] www.financierworldwide.com ISBN: 978-0-9558826-0-9 First edition Copyright © 2008 Financier Worldwide. All rights reserved. No part of this publication may be copied, reproduced, transmitted or held in a retrievable system without the written permission of the publishers. Whilst every effort is made to ensure the accuracy of all material published in Financier Worldwide, the publishers accept no responsibility for any errors or omissions, nor for any claims made as a result of such errors or omissions. Views expressed by contributors are not necessarily those of the publishers. Any statements expressed by professionals in this publication are understood to be general opinions and should not be relied upon as legal or financial advice. Opinions expressed herein do not necessarily represent the views of the author’s firms or clients. 2008 International Mergers & Acquisitions: Creating Value in an Increasingly Complex Corporate Environment FWE-BOOK 2008 INTERNATIONAL MERGERS & ACQUISITIONS g Contents NOTE: These Contents pages are interactive. Clicking on an article will take you to the relevant page. About the Publisher . 7 Acknowledgement . 8 CHAPTER ONE: INTRODUCTION 9 2007: a story of two halves . .10 Sovereign wealth funds . .16 CHAPTER TWO: STATISTICAL DATA 19 M&A trends 1997-2007 . .20 Financial sponsor trends 2000-2007 . .29 M&A and private equity in 2007 . .34 CHAPTER THREE: GLOBAL OUTLOOK 39 Will the next wave of M&A create more value? . .40 International M&A takes centre stage . .43 Recent developments and their implications for M&A in 2008 . .46 Emerging markets and M&A activity . .49 Developments in merger control in the EU and worldwide . .53 www.financierworldwide.com | FW 1 INTERNATIONAL MERGERS & ACQUISITIONS 2008 CHAPTER FOUR: PRIVATE EQUITY MARKETS 57 The case for value creation focused LBOs. .58 Is there a credit crunch in the mid-market? . .61 The changing face of the MBO . .64 CHAPTER FIVE: STRUCTURING AND NEGOTIATING THE DEAL 67 Preparing a company for sale to maximise value . .68 Steps to a successful private company sale. .71 Non-binding preliminary agreements: use ‘good faith’ with caution . .74 Auctions in the M&A process . .78 Domestic versus foreign acquirers: managing an international sale process . .81 Going global: successfully negotiating multi-jurisdiction transactions . .85 Key issues in structuring and negotiating leasing company acquisitions . .88 Drafting material adverse change clauses . .93 Deal certainty and recent dislocations in the credit and M&A markets . .97 Drafting and negotiating purchase agreements to anticipate challenges . 101 Effective earn-out provisions in sale & purchase agreements . 104 Risk allocation – driving force behind the M&A process. 106 Directors’ duties in M&A transactions . 109 M&A – an insurable risk? . 112 Exploring the potential of joint ventures to create value as opposed to outright M&A . 115 2 FW | www.financierworldwide.com 2008 INTERNATIONAL MERGERS & ACQUISITIONS CHAPTER SIX: ACCOUNTING AND FINANCIAL CHALLENGES 118 Valuing assets in M&A under IFRS 3. 119 Growing influence of IFRS in M&A: why dealmakers should care . 122 Valuation and solvency analysis in failing firm claims . 125 CHAPTER SEVEN: DUE DILIGENCE AND INTEGRATION 128 The evolution of diligence: how a multi-discipline approach gives buyers a competitive edge . 129 Commercial due diligence and the nine levers of corporate growth . 133 Sell-side online datarooms . 137 Utilising the extended customer chain to enhance due diligence . 139 Due diligence trends in Europe – commercial, operational and cultural twists . 144 Due diligence and integration planning in cross-border transactions . 146 Breakthrough value creation in M&A . 150 Cross-border M&A: downstream implications . 153 Integration – the key to a successful merger . 157 Protecting your cultural assets through an integration . 161 Human resources – a fundamental part of the planning phase . 164 Maximising deal value through the human side of M&A integration . 167 Post-deal soft skills in emerging markets . 170 IT integration challenges in M&A . 174 www.financierworldwide.com | FW 3 INTERNATIONAL MERGERS & ACQUISITIONS 2008 CHAPTER EIGHT: ENVIRONMENTAL ISSUES 177 Climate change and the cost of carbon: incorporation into M&A deals . 178 Identifying opportunity in the carbon era . 180 The affect of market turmoil on the treatment of environmental liabilities in transactions. 183 CHAPTER NINE: SECTOR ANALYSIS 185 Trends in independent oil company M&A . 186 European airline industry: value creation through M&A . 190 M&A boom in the CEE telecommunications market . 195 CHAPTER TEN: REGIONAL VIew – THE AMERICAS 198 The M&A world comes to the United States . 199 Taking advantage of the weak US dollar . 203 Deal or no deal. 206 A brief glossary of US M&A terms . 209 Recent developments in Canadian M&A . 212 New rules of the game in Canadian antitrust . 216 Canada’s foreign investment review process . 219 New developments spur M&A growth in Latin America . 222 New incentives for investing in private equity in Chile . 226 4 FW | www.financierworldwide.com 2008 INTERNATIONAL MERGERS & ACQUISITIONS CHAPTER ELEVEN: REGIONAL VIew – EUROPE 228 Managing pan-European transactions for US buyers . 229 Glimmers of optimism: better times ahead for the UK M&A market . 232 The German M&A and private equity market . 235 The Spanish M&A market: entering a tunnel? . 238 Trends and prospects for the Spanish M&A legal market . 240 Developments in the Netherlands’ corporate and takeover law . 243 Forced unbundling of Dutch energy companies . 246 Private equity and public takeovers in Switzerland: finally a happy marriage? . 249 Current state of the Nordic M&A market . 253 Financing options and capital structures . 256 Directors and officers duties according to Swedish law . 259 Takeovers of Norwegian listed companies. 262 M&A in Finland . 266 In search of deal security – the Finnish version . 270 Practices, trends and acquisition structures in the Finnish property market . 273 Regional regulatory features of M&A deals in Russia . 276 Antimonopoly policy in Russian M&A deals . 280 Recent trends in the Russian M&A mid-market . 284 Nature and scope of M&A in Ukraine . 287 Sector-specific M&A in Ukraine . 290 Due diligence in Ukraine . 293 Antimonopoly laws in Ukraine . 296 Legal issues in Romanian M&A . 300 The Baltic M&A markets . 304 Completing a successful deal in the Baltic States . 307 www.financierworldwide.com
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