STRUCTURING, NEGOTIATING AND EXECUTING MERGERS & ACQUISITION (M&A) TRANSACTIONS.

Thursday August 18, 2016.

Sapphire Suite, Eko Hotels & Suites, Adetokunbo Ademola Street, Victoria Island, Lagos.

Time: 9.00 am

STRUCTURING, NEGOTIATING AND EXECUTING MERGERS & ACQUISITION (M&A) TRANSACTIONS.

In spite of the economic challenges, Nigeria remains one of the largest and most active M&A markets in Africa with deals worth US$3.2 Billion concluded in 2015 alone. The highly sophisticated and diversified M&A market continues to experience growth in deals within the financial services, manufacturing and consumer goods sectors. African private equity funds raised a record $3.89 Billion in 2015 and, with its track record of receiving more than 50% of African private equity investment, its massive population and GDP, Nigeria is poised to see even more M&A activity in 2016. The economic realities makes M&A an attractive option for struggling companies who thereby sell off non-core assets as  private equity firms and other strategic long term investors take advantage of recession-induced lower valuations. There is a need for the relevant professionals to prepare for the challenges and opportunities presented by the growing M&A market. We are therefore delighted to present to you this one-day course on executing M&A transactions in Nigeria, which will empower you with useful insights and skills to structure, negotiate, finance and execute M&A transactions in Nigeria.

KEY LEARNING POINTS

• Understand how to structure the deal and value the target;
• Learn how to negotiate the preliminary agreements and understand other complex pre-contractual issues;
• Master the complexities of legal, financial and Environmental, Social and Governance (“ESG”) due diligence;
• Appreciate the technical legal issues, including Securities & Exchange Commission and other regulatory authority approvals;
• Understand the different ways to document M&A transactions;
• Become familiar with the nuances of acquisition financing.

WHO MUST ATTEND

• Managing directors, Finance/Commercial directors;
• Bankers & Financiers;
• Accounting/Advisory Firms
• Executives responsible for M&As and Corporate Strategy;
• In-house counsel & Independent legal practitioners, and
• Private Equity Firms, Venture Capital and investment Managers.

TOPICS

• Structuring Fundamentals
  • Basic Acquisition Structures (Share Purchase, Merger, Asset Acquisition), Demerger
  • Structuring Considerations (Tax, Company Law, Securities Law, Competition Law, Industry Regulation)
• The Acquisition Process
  • Business Valuation
  • Engagement/Mandate Letters
  • Confidentiality Agreements and Term Sheets/Letters of Intent
  • Due Diligence (Financial, Legal, Tax, ESG)
  • Closing the Deal!
• Definitive Agreements
  • Asset Transfer Agreements
  • Share Sale and Purchase Agreements
  • Merger Agreements
  • Business Transfer Agreements
• Corporate, Tax and Regulatory Structuring Considerations
  • Regulatory Approvals and timelines
  • Tax and other cost implications
  • Business Objectives
  • Options for Consideration
  • Acquisition Accounting

FACULTY:

DIPO OKURIBIDO

Dipo Okuribido is a specialist at structuring, negotiating and executing mergers, acquisitions and corporate restructuring and has advised   on   deals  across  a  broad  spectrum of  industries including banking,  financial services, petroleum, telecommunications,  manufacturing  and  fast moving  consumer goods,  working on both sell and buy sides of deals. He has authored numerous articles on acquisitions, tax and finance and facilitated several in-house and external trainings. Until recently, he was a senior member within the Energy and Finance Practice Groups at Banwo & Ighodalo, as well as their leading taxation lawyer. Dipo is an Associate of the Chartered Institute of Taxation of Nigeria, an Alumnus of the International Lawyers for Africa Programme. He also serves on the Editorial Board of the SBL Monthly Aggregator (a publication of the Section on Business Law of the Nigerian Bar Association).

KELECHI UMELO

Kelechi Umelo has over eleven years’ experience advising large and medium sized corporations on mergers, acquisitions, divestments, capital raising and corporate restructuring transactions in Nigeria. He has led several deals across a broad spectrum of industries including banking, financial services, oil and gas, telecommunications, manufacturing and fast moving consumer goods, working on both sell and buy sides of deals. Kelechi currently heads the Investment Banking Division of CardinalStone Partners, covering the financial advisory, debt and equity capital markets as well as the structured finance desks. He previously worked with PricewaterhouseCoopers as a Manager in their Corporate Finance Unit. Kelechi holds a degree in Law and is a member of the Nigerian Bar Association (NBA), Association of Chartered Certified Accountants (ACCA), Institute of Chartered Accountants of Nigeria (ICAN) and Chartered Institute of Taxation of Nigeria (CITN).

ABOUT US

The Training arm of Cowrie Partners provides industry relevant practical learning through carefully designed courses delivered by expert speakers. Cowrie Partners is a firm of commercial lawyers focused on responsible and ethical finance and investments. Our areas of practice cover financial institutions, power projects, oil & gas, real estate and infrastructure finance. We are committed to delivering interactive and sector specific training solutions that provide learning outcomes directly transferable to the business challenges faced by our delegates.