About the authors Foreword Publisher's acknowledgements 1 The foundations Introduction Bad news . most acquisitions fail Planning for success Strategic and acquisition planning Acquisition target evaluation Deal management Integration management Corporate development Getting it right Conclusion 2 Finding candidates Introduction Running an acquisition search Strategy Identify the universe of acquisition candidates Screen potential targets Draw up a shortlist Make an approach Conclusion 3 Preliminary negotiations Introduction The confidentiality agreement The letter of intent Enforceability of the letter of intent Conclusion 4 Working with advisers Introduction Who does what? Before involving advisers When to involve advisers Selecting advisers The advisory team Briefing advisers Terms of reference Fees Liability caps On appointment Day-to-day management of advisers The final report Conclusion 5 The integration plan Introduction The golden rules of acquisition integration The integration plan Post-acquisition review Conclusion 6 Investigating the target Introduction What is due diligence about? When should you do it? Be prepared for obstacles Remember: the target will have prepared How do I know what due diligence to do? Who does due diligence? What do I do? Get the right team Other points to watch Commercial due diligence Why carry out both CDD and FDD? Financial investigations Legal investigations Conclusion 7 Valuation Introduction Valuation is not best left to the experts There is no single number The valuation process - a summary Valuation is not just about modelling Calculating synergies Valuation techniques Conclusion 8 Negotiation Introduction The basics Preparation Starting discussions Keeping control Dealing with tactical ploys Trading concessions Splitting the difference Dealing with pressure devices Unblocking bottlenecks Body language The green light Learn to recognise and return signals What to do when 'win-win' will not work Conclusion 9 The sale and purchase agreement Introduction Why is a contract necessary? The agreement Warranties and indemnities Post-deal Alternatives to contractual warranties and indemnities Cross-border issues Conclusion Appendices Appendix A Checklist for a financial due diligence investigation Appendix B Checklist for legal due diligence Index.
Acquisition Essentials : A Step-By-step Guide to Smarter Deals