The University of British Columbia
Sauder School of Business
Mergers & Acquisitions
Vienna MBA
Instructor: Adlai Fisher, finance.sauder.ubc.ca/~fisher, adlai.fisher@sauder.ubc.ca
DL514, phone: 604.822.8331
I. Description
Mergers and acquisitions can be critical to the success of corporations and their managers. In this
course, we study the economic motivations for M&A activity, valuation in a change of control setting,
transaction structuring, financing, and tactics. We consider the central role of corporate managers,
investment bankers and other advisors, private investors and investment funds, public financial
markets, and regulators. The course is balanced between lecture, cases, and student presentations, and
assumes active participation of the students.
II. Course Materials
A readings packet contains cases and readings.
HBS Cases
* HBS 801359: "Ducati and Texas Pacific Group"
* HBS 9201063: "Seagate Technology Buyout"
* HBS 9201096: "Vodafone Air Touch's Bid for Mannesmann"
Readings
* Chapter 2, "History of Mergers" from Patrick A. Gaughan, Mergers, Acquisitions, & Corporate
Restructurings, Third Edition
* Chapter 9, "Valuing Firms" from R. F. Bruner, Applied Mergers and Acquisitions.
* "Stock or Cash? The Tradeoffs for Buyers and Sellers, Harvard Business Review, 99611 (1999).
If you would like additional readings on M&A, the Bruner and Gaughan books are useful to purchase
and provide a broad background.
III. Outline
An approximate outline is
Day 1 AM:
M&A Overview: theoretical frameworks, historical and international perspective,
current trends, motives, classifications
Valuation: DCF, multiples, due diligence, wealth effects
Case discussion: Ducati
Day2 AM:
Transaction Structuring: Legal structure of mergers/amalgamations, choice of
consideration, deal protection, accounting, tax, antitrust
Case Discussion: Seagate
Day 2 AM:
Hostile Transactions: Takeover strategies and defenses, Duties of directors
Case Discussion: Vodafone