Cross-border mergers and acquisitions

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Despite the economy, cross border M&A is heating up. It’s being used in many ways: as a strategic necessity for expansion minded businesses facing the rigors of global competition, as an exit for weary VC investors, as a way to fill product pipelines for pharmaceutical companies, and /or as a cash source for multi-unit companies that trim down by spinning off a unit – just to name a few.

The Danish-American Business Forum and the British Chamber of Commerce together with Edwards Angell Palmer & Dodge, Bech-Bruun, and Deloitte have organised a seminar where corporate M&A executives from the US, UK and Denmark will share their experience.

You’ll hear case studies and practical observations from M&A practitioners from Danaher and Lundbeck, along with four others from the US, UK and Denmark - including best and worst practices. Their combined experience covers nearly three dozen countries and a wide variety of industry sectors: life science/biotech, IT/software/gaming, telecom, instrumentation/test, cleantech, agribusiness, financial services, industrial and more.

Participants will be invited to engage in a dialog with the panel and take home useful tools that can help them with their own M&A considerations.

Programme

08:00    Registration

08:15  Welcome:
           Einar Dyrhauge, Executive Director, Danish American Business Forum
           Albert Sokol, Partner, Edwards Angell Palmer & Dodge (US, UK, HK)

08:30    Case 1: Danaher
             Philip Whitehead, Chairman, European Board, Danaher Corp.

Danaher’s emphasis on inorganic growth and the process of building strategic platforms, identifying opportunities, generating funding, and related topics.

09:00    Case 2: Lundbeck
            Ole Vahlgren, Vice President, Corporate Business Development, Lundbeck A/S.

Lundbeck’s acquisition of US-based Ovation Pharmaceuticals.

09:30 Break

09:45 Panel Discussion
           Panel chairman: Albert Sokol (US), Edwards Angell Palmer & Dodge
           David Ramm (UK), Edwards Angell Palmer & Dodge
           Niels Kornerup (DK), Bech-Bruun
           Michael Toxværd Hansen (DK), Deloitte Financial Advisory Services
           Kim Bøttkjær (DK), Managing Partner, FIH Partners A/S

The panel will compare US, UK and DK views on cross-border topics, including some of the following:

Basic M&A value-propositions and drivers:

- Types of Sellers – VC, PE, public/private, spinoffs
- Types of Buyers – PE, public/private, strategics
- Industry sectors, geographies
- Planning for post-merger business and integration

Valuations/price:

- Financial measures
- Strategic rationales
- Validating value – auctions, fairness opinions, etc.
- Adjustments
- Earnouts
- Changes in target during deal (NBV, etc.)
- Effect of special allocations, eg, to key personnel

Pre-merger “people planning”:

- Employee retention – incentives funded from purchase price
- Integration into buyer’s corporate culture
- Internal corporate reporting
- Management style
- Compensation
- Effect on HR of regulatory requirements

Basic deal structures:

- Buy assets or shares. Pay with cash, stock, notes
- Triangular mergers and other structures
- Earn outs

Special Issues:

- For VC/private equity or other institutional sellers
- In corporate spinoffs
- For public targets

Deal protection:

-Due diligence
- Exclusivity, eg, no-shop/no-talk, go shop, break up fees
- Escrows

Other issues:

- Process issues, eg, LOI, term sheet, heads of agreement
- Consents/approvals by customers, by 3rd parties
- Financing the deal
- Conditions for closing
- Representations/warranties, indemnification, sunsets, caps, baskets, remedies for problems
 
11:15 Top 10 Mistakes in Cross-border M&A

11:45 Refreshments and Networking

Date: Thursday October 28
Time:  08:00 - 11:45
Venue: Bech-Bruun, Langelinie Allé 35, 2100 Copenhagen Ø
              (See map)

Attendance fee: Members of BCCD -  free of charge
                               Non-members - DKK 1200 + moms

PLEASE NOTE: Cancellations less than 24 hours in advance will result in a no-show fee charge of DKK 400 for both members and non-members.