INSTITUTE OF MANAGEMENT TECHNOLOGY NAGPUR Batch: 5 Course: MERGERS, ACQUISITIONS AND CORPORATE RESTRUCTURING (Elective Finance) Course Instructor:

: Prof J S Matharu (Email: jsmatharu@imtnag.ac.in, Phone Ext: 152) Objectives of the course: To provide students with knowledge of 1. what corporate restructuring is and why it occurs; 2. the impact of the regulatory environment on the M&A environment; 3. commonly used business valuation techniques 4. how value is created (or destroyed) as a result of corporate mergers, acquisitions, divestitures, spin-offs, etc., through an analysis of how to do a deal; 5. commonly used takeover tactics and defenses; 6. the importance of understanding assumptions underlying business valuations; 7. challenges and issues associated with each phase of the M&A process from developing acquisition plans through post-closing integration; and 8. advantages and disadvantages of alternative deal structures. Course Outline: 1. Corporate Restructuring 2. Mergers and Acquisitions 3. Takeover tactics and anti-takeover measures 4. Legal Issues 5. Due Diligence 6. Valuation 7. Post-merger Issues 8. Methods of Payment 9. Financing Acquisitions 10.Cross Border Acquisitions 11.Alternatives to Mergers and Acquisitions Pedagogy: This course will be delivered through a mix of lectures and cases. Basic Text Book: Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions, 5th edition, by Donald M. DePamphilis, Academic Press Reference Books: 1. Mergers, Restructuring, and Corporate Control, by Weston, Chung and Hoag (PHI) 2. Valuation for Mergers, Buyouts, And Restructuring by Arzac (Wiley) 3. Mergers and Acquisitions, by Aurora, Shetty, and Kale (Oxford) 2010-2012 Term:

E-resources/databases: - Capitaline Plus and CMIEs Prowess databases will be used to source data for assignments and projects. Ebsco will be used to source articles for the research report on various issues related to mergers and acquisitions. Session Plan: Session No 1 2,3 4 5 6 7,8 Pedagogy (Lecture/Case/ Presentation etc.) Lecture and Presentation Lecture and Case Lecture and Case Presentation Presentation Lecture and Case Pre class preparation details for students

Topic Corporate Restructuring Mergers and Acquisitions Common Takeover Tactics and Defenses Legal Issues M&A Process (Due Diligence) Valuation Methodologies: Discounted Cash Flow and Relative Valuation Guest Lecture Mid Term Exam Analyzing Privately Held Companies Post Merger Issues Financing M&As Cross Border Acquisitions Alternatives to M&As Guest Lecture Presentations by students Wrap up

Chapter 1, DePamphilis and Case Chapter 3, DePamphilis and Case SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 Chapter 4, and 5, DePamphilis Chapter 7, and 8, DePamphilis, and Case

9 10 11 12 13 14 15, 16 17 18, 19 20

Lecture and Case Presentation and Case Lecture and Case Lecture and Case Presentation

Chapter Case Chapter Case Chapter Case Chapter Case

10, DePamphilis, and 6, DePamphilis, and 11, DePamphilis, and 17, DePamphilis, and

Evaluation Scheme: Component Financial Analysis of an actual merger or acquisition and its Presentation Research Report Mid Term Examination (Case Analysis)

Weightage 25% 15% 20%

End - Term Examination Class Participation

30% 10%

Any other remarks: Cases will be distributed in the prior session. Students are required to regularly look at the course folder in the handouts folder in the intranet. This will be available under handouts / jsmatharu / macr 2010-12