Mergers and Acquisitions Masterclass Training Course

Duration 5 days 10 modules · 33 contact hours
Level Advanced Certificate on completion
Who attends Corporate Development Directors, Finance Directors and CFOs and others
Fee from USD 1,100 KSh 95,000 for Kenyan organisations
Where 52 cities + online See dates by city
Next start 7 Nov 2026 Course code SD-FM-067

Before you join: Participants should have substantial experience in corporate finance, financial planning, investment analysis, transaction support, treasury or strategic finance.

Dates & prices

Two start dates a month in every city, and live online on weekdays or weekends. Fees are per participant; classroom fees include tuition, materials, lunch and refreshments, and the certificate.

Suggest a date or city

Showing the next six months. Later dates, other cities and private deliveries for your team are available on request.

Course overview

Mergers and acquisitions decisions concentrate large amounts of capital, management attention and execution risk into a short period. Senior finance professionals must determine whether a target fits strategy, establish a defendable valuation, identify financial and operational exposures, structure consideration and financing, and protect value from signing through integration. Weak diligence, unrealistic synergies, poorly defined purchase-price mechanisms or inadequate post-close governance can turn an attractive deal thesis into value destruction.

This masterclass examines the financial and transaction-management disciplines required to lead, challenge or govern acquisitions, disposals, mergers and carve-outs. Participants work through transaction thesis development, target screening, quality of earnings, integrated financial modelling, DCF and market-based valuation, purchase-price mechanisms, debt capacity, tax considerations, SPA risk allocation, merger control, and integration value tracking. The course gives particular attention to judgment: distinguishing recurring earnings from reported earnings, separating standalone value from synergies, and setting clear walk-away criteria.

Teaching combines concise technical briefings with transaction cases, group analysis, valuation and negotiation simulations, and structured review of transaction documents and decision papers. Participants apply methods to realistic corporate, banking, infrastructure and private-equity deal situations. They leave with a reusable M&A transaction toolkit containing decision templates, modelling structures, diligence checklists, risk-allocation matrices and a post-close value-capture plan. Delivery is instructor-led over five days, available in classrooms in 50+ cities or live online, with a certificate of completion.

The course is designed for experienced finance, investment, corporate development, treasury, strategy and deal-execution professionals who already work with significant investment decisions or transaction activity.

What you will be able to do

  • Construct an acquisition thesis with return hurdles, strategic rationale and walk-away criteria
  • Evaluate target financial performance using quality-of-earnings and working-capital analysis
  • Build integrated transaction models linking valuation, financing, purchase accounting and returns
  • Apply DCF, trading comparables and precedent transactions to establish valuation ranges
  • Structure consideration, purchase-price mechanisms and earn-outs to allocate transaction risk
  • Assess acquisition financing capacity through sources-and-uses, covenants and downside cases
  • Translate diligence findings into SPA protections, negotiation positions and closing conditions
  • Design a 100-day integration plan with quantified synergies and accountable value owners

Benefits of attending

For you

  • Defend valuation assumptions before investment committees and senior executives
  • Identify earnings-quality issues that can materially change purchase-price conclusions
  • Lead more effective challenge sessions with advisers, lenders and transaction counterparts
  • Negotiate risk allocation using informed positions on warranties, indemnities and pricing
  • Build a credible record of contribution to acquisition, disposal and integration decisions

For your organisation

  • Better disciplined target selection and earlier rejection of unsuitable opportunities
  • More reliable valuation ranges, return cases and acquisition financing assumptions
  • Earlier identification of working-capital, tax, accounting and contingent-liability exposures
  • Stronger SPA protections and fewer avoidable post-close disputes
  • Clearer ownership and measurement of synergies, integration costs and realised returns

Course modules

10 modules over 5 days

Participants can define an acquisition mandate, return thresholds and decision rules aligned with corporate strategy.

  • Acquisition thesis linked to corporate strategy, capital allocation, and return hurdles
  • Build-or-buy analysis using NPV, ROIC, and strategic control criteria
  • Define investment committee decision rights, stage gates, and escalation thresholds
  • Map buyer motivations: capability acquisition, consolidation, vertical integration, and divestment
  • Set walk-away criteria from valuation, execution, regulatory, and integration risks
  • Translate board objectives into a transaction mandate and screening parameters

Participants can prioritise targets and design a diligence plan that addresses material deal risks.

  • Target-screening criteria using market adjacency, financial fit, and ownership signals
  • Source public, broker, and proprietary opportunities while managing confidentiality
  • Construct a red-flag diligence plan across commercial, financial, legal, and tax
  • Apply quality-of-earnings procedures to revenue, margins, working capital, and cash
  • Assess customer concentration, churn cohorts, pipeline conversion, and contract renewal exposure
  • Prioritise diligence findings through probability-impact matrices and deal-breaker thresholds
  • Prepare clean-team protocols for competitively sensitive information and antitrust controls

Participants can convert reported financial information into decision-useful valuation and return inputs.

  • Normalise EBITDA for nonrecurring items, owner costs, and accounting policy differences
  • Bridge statutory accounts to management accounts, forecasts, and valuation inputs
  • Test revenue recognition under IFRS 15 and contract-specific performance obligations
  • Analyse net working capital using seasonality, ageing, and cash-conversion drivers
  • Develop integrated three-statement models with acquisition adjustments and debt schedules
  • Reconcile reported cash flow to sustainable free cash flow
  • Identify balance-sheet exposures: pensions, provisions, leases, contingencies, and related parties

Participants can establish valuation ranges and distinguish standalone value from executable synergies.

  • Select valuation methods according to business maturity, data quality, and transaction context
  • Build discounted cash flow valuations using WACC, terminal value, and sensitivities
  • Derive trading comparables from peer selection, normalisation, and multiple interpretation
  • Analyse precedent transactions for control premiums, synergies, and market conditions
  • Value synergies separately, assigning owners, timing, costs, and execution probabilities
  • Construct football-field analyses and valuation ranges for investment committee decisions
  • Stress-test enterprise value against downside operating cases and financing constraints

Participants can compare transaction structures and assess their effects on price, risk and financial reporting.

  • Compare share purchases, asset purchases, mergers, and carve-out transaction structures
  • Allocate consideration between cash, shares, deferred payments, and contingent value rights
  • Model earn-outs using performance definitions, measurement periods, and dispute protections
  • Assess tax consequences of jurisdiction, financing, loss utilisation, and transfer pricing
  • Evaluate purchase price allocation under IFRS 3 and identifiable intangible assets
  • Design completion accounts mechanisms for cash, debt, working capital, and leakage
  • Contrast locked-box pricing with completion accounts under volatile trading conditions

Participants can assess funding alternatives, debt capacity and post-transaction financial constraints.

  • Size acquisition debt using debt capacity, covenant headroom, and rating considerations
  • Compare term loans, revolving facilities, bonds, private credit, and seller financing
  • Model sources-and-uses schedules, fees, refinancing, and post-close liquidity
  • Test covenant compliance through EBITDA adjustments, cash sweeps, and downside cases
  • Assess accretion-dilution using purchase accounting, synergies, financing costs, and share issuance
  • Plan equity raising, shareholder approvals, and disclosure timetables for public transactions

Participants can convert diligence risks into contractual protections and informed negotiation positions.

  • Translate diligence findings into warranties, indemnities, covenants, and closing conditions
  • Draft material adverse change definitions and assess allocation of intervening risk
  • Set warranty caps, baskets, de minimis thresholds, survival periods, and exclusions
  • Compare representation and warranty insurance with escrow and holdback alternatives
  • Structure indemnity claims procedures, notice requirements, and dispute-resolution routes
  • Manage signing-to-closing covenants, ordinary-course obligations, and consent processes
  • Prepare negotiation positions using issue matrices, BATNA, and concession sequencing

Participants can plan regulatory approvals and control conduct during the period before closing.

  • Identify merger-control filing triggers using turnover, market-share, and nexus tests
  • Assess substantive competition concerns through market definition and theories of harm
  • Plan clean-team, gun-jumping, and information-exchange controls before closing
  • Sequence regulatory approvals, foreign investment review, and sectoral consents
  • Prepare remedy options: divestitures, behavioural commitments, and access obligations
  • Coordinate disclosure obligations, insider lists, and market-abuse controls
  • Build approval critical paths with conditions precedent and long-stop dates

Participants can build an integration plan that converts deal assumptions into measurable value outcomes.

  • Translate deal thesis into quantified synergy baselines, initiatives, and accountable owners
  • Build a 100-day integration plan covering governance, people, systems, and customers
  • Establish integration management office cadences, workstreams, milestones, and decision logs
  • Track synergy realisation through baselines, run-rate measures, costs, and cash timing
  • Manage customer retention risks during brand, salesforce, and product integration
  • Separate Day 1 readiness from longer-term operating-model redesign
  • Assess carve-out dependencies, transition service agreements, and stranded-cost removal

Participants can manage transaction governance and apply course methods to their own deal priorities.

  • Sequence transaction workplans from thesis approval through close and value capture
  • Use RACI matrices to assign deal-team accountability and escalation ownership
  • Prepare investment committee papers with valuation, risks, recommendations, and decision asks
  • Run post-mortem reviews against thesis, bid assumptions, and realised outcomes
  • Create personal application plans for live mandates and governance improvements
  • Establish portfolio review metrics for acquisition performance and capital allocation

Exercises and examples are adapted to each cohort's sectors and roles.

What you take back to work

  1. M&A transaction mandate template
  2. Financial due diligence red-flag checklist
  3. Integrated valuation and returns model structure
  4. Purchase-price mechanism decision matrix
  5. SPA risk-allocation issue matrix
  6. 100-day integration value-capture plan

Who should attend

  • Corporate Development Directors — lead acquisition strategy, target assessment and investment cases
  • Finance Directors and CFOs — challenge valuations, financing proposals and post-deal performance
  • Investment Directors — assess returns, transaction risks and governance for investment decisions
  • M&A and Transaction Managers — coordinate diligence, advisers, approvals and deal execution
  • Treasury and Corporate Finance Managers — structure funding, liquidity and covenant capacity
  • Strategy Directors — test strategic fit, synergy assumptions and value-creation plans

Skills and tools covered

Transaction valuationFinancial due diligenceDeal structuringAcquisition financingSPA risk allocationIntegration value capture

Tools and standards

Discounted Cash Flow, IFRS 3 Business Combinations, IFRS 15 Revenue from Contracts with Customers, RACI matrix

How the course runs

Training methodology

The course uses short technical briefings followed by transaction cases drawn from corporate acquisitions, financial services, infrastructure and private-equity settings. Participants analyse financial information, construct valuation positions, assess diligence findings, debate investment committee decisions and negotiate key transaction terms. Facilitated group exercises examine competing buyer and seller positions, while simulations cover bid decisions, financing constraints and signing-to-closing issues. Each participant develops an application plan for a current or anticipated transaction, approval process or integration priority.

Requirements and prerequisites

Participants should have substantial experience in corporate finance, financial planning, investment analysis, transaction support, treasury or strategic finance. They should be comfortable reading financial statements, interpreting EBITDA and free cash flow, and using spreadsheet-based financial models. Prior exposure to valuation, due diligence, acquisitions or disposals is strongly expected. The course does not require legal qualification, tax-specialist knowledge, investment banking experience or prior responsibility for signing a transaction. It is not an introductory accounting or basic valuation course.

A typical training day

08:30 – 10:30First session
10:30 – 10:45Refreshment break
10:45 – 12:30Second session
12:30 – 13:30Lunch and networking
13:30 – 15:00Third session
15:00 – 15:15Refreshment break
15:15 – 16:30Workshop and daily review

Live online deliveries follow the same structure in East Africa Time, with shorter screen blocks and longer breaks.

What the fee includes

  • Instruction by a practitioner facilitator
  • Full course workbook and materials
  • Exercise files, templates and case studies
  • Refreshments and lunch on classroom deliveries
  • Certificate of completion
  • Post-course application plan

Frequently asked questions

This is an advanced course for professionals with solid corporate finance, financial analysis, transaction, treasury or investment experience. Participants should already be able to read financial statements and understand core valuation concepts.

Bring a laptop for modelling and case analysis, if attending in person. You may also bring anonymised questions from a current transaction, approval process or integration issue; confidential deal documents are not required.

It is suited to senior corporate development, finance, investment, treasury, strategy and transaction-management professionals. It is also relevant to CFOs and finance directors who approve, sponsor or challenge major transactions.

Valuation and modelling are important components, but this course addresses the full financial decision chain around an M&A transaction. It connects strategy, diligence, price, financing, SPA protections, approvals and integration value capture.

Participants can use the transaction mandate, diligence checklist, valuation structure, risk matrix and integration plan on live or planned assignments. The methods also strengthen investment committee papers, adviser challenge and post-deal performance reviews.

The programme runs from 08:30 to 16:30 each day, providing about 6.5 contact hours daily. Time is divided between technical instruction, financial and transaction cases, group analysis, simulations and application planning.

Questions about this course?

Ask about dates, fees, group bookings or running it for your team. Our training team replies by email.

Ask on WhatsApp info@skillsetdevelopment.com

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