Registration Time: 09:00

Sessions Time: 09.15 - 12:30 (including a 15 minute coffee break)

Speakers: Ms Oriana Abela, Ms Jessica Borg & Mr Michael J Aguis

Venue: Online Webinar

Participation Fees (The Institute is now accepting payments via Paypal)
MIA Members: €40.00
Non-MIA Members: €75.00
Retired Members: €20.00
Students: €30.00

*Group bookings for 3 or more participants available.

BACKGROUND INFORMATION

A thorough analysis of a target company should always be carried out prior to a final decision on the acquisition of such target. A similar approach should be taken in the event of a merger with an unrelated third party. The said analysis should be as comprehensive as possible, covering legal, regulatory, tax, financial, accounting, operational and any other aspect which may relate to the particular activities of the target company.

objective of the session

Objectives of this session – The agenda will be tackled over the span of two sessions. Firstly, non-financial considerations will be explored and thereby the legal, regulatory and tax aspects of the mergers and acquisitions (M&A) process will be discussed. The second session will delve into the financial and accounting aspects. Attendees will be able to explore the different steps involved and the thought process underlying the whole transaction, from the valuation of the target company to calculation of goodwill post transaction. Practical scenarios will be shared with attendees, identifying examples where changes to the systematic approach adopted would need to be introduced in view of the particular attributes of the target company. Following the session, attendees will be able to better understand the M&A process, the steps involved and the various implications to be considered.

Topics on the agendA

•Explore the M&A process and steps involved including overview of steps and methodology involved in carrying out vendor and/or buy side due diligence
•Analyse the considerations to be made for a legal and regulatory due diligence to be carried out including considerations emanating from corporate and employment law, contracts executed by the target, any other legislation or set of rules that might apply to the target taking into account any licenses or specific authorisations, etc
•Similarly, delve into an analysis of the financial aspects of the due diligence exercise and its implications on the purchase price
•Discuss the valuation (estimate) of business required to understand purchase price of business including an overview of the valuation mechanisms
•Consider briefly the areas of taxation to be taken into account
•Implications relevant for a prospective share purchase agreement (SPA)
•Compiling completion accounts
•Calculation of goodwill including purchase price allocation exercise
•Overview of impairment testing conducted on an annual basis post transaction

TARGET AUDIENCE

Professionals who assist on M&A transactions (lawyers, financial advisors, accountants, etc); in-house counsel responsible for vetting of target companies; management and team members of companies intending to engage in a prospective M&A transaction, and any other person interested in an M&A process.

SPEAKER'S PROFILE

Jessica Borg: Jessica pursued her studies at the University of Malta first obtaining a Bachelor of Laws with Italian, followed by a Diploma of Notary Public and subsequently, graduating as a Doctor of Laws submitting a thesis in the field of contract law. Jessica then read for her Master of Arts in Financial Services degree at the University of Malta, in the pursuance of which she completed study units relating to securities regulation including funds, securities markets, the regulation of banking, EU financial services law, advanced company law matters, and the local legal framework of financial services, among others.
Further to the conferment of the Master of Arts in Financial Services degree obtaining a Magna Cum Laude, Jessica was awarded the GM Corporate and Fiduciary Services Limited Prize for the best dissertation in financial services. Her dissertation is entitled ‘The Use of Distributed Ledger Technology and Smart Contracts in the Financial Services Industry: Legal Implications and Possible Applications’.
Jessica has delivered training on various topics including capital markets, regulated industries, corporate governance, prevention of market abuse, blockchain and the virtual financial assets framework which regulates the issuance of cryptoassets in or from Malta. She is also currently reading a Master of Science in Blockchain and Distributed Ledger Technologies (Law and Regulation) at the University of Malta. As part of the said MSc, she is currently following study units on EU IT Law including an extensive analysis of the General Data Protection Regulation (GDPR) and all relevant local laws, rules, regulations and EU case-law which directly or indirectly relate to privacy and data protection. Jessica has also successfully obtained a Foundation Certificate in Trusts Law and Management.
After a two year experience practicing with a local law firm specialising in the civil, commercial and private law service lines, Jessica joined Grant Thornton in 2015 focusing predominantly on the capital markets, fintech, digital assets, blockchain, innovation, financial services, corporate, trusts, compliance, capital markets, regulatory and licensing fields. She was responsible for the drafting of various contracts relating to the same areas, providing legal support for the set-up of various investment services vehicles, carrying out legal and regulatory due diligence on regulated entities, assisting with the drafting of public offering documentation, advising on corporate restructuring and regulatory compliance, drafting of license applications in the financial services sector, providing support of a legal and regulatory nature to licensed companies, and works alongside the tax and advisory teams providing legal input for projects and business plans.
Jessica is a designated person in terms of the Virtual Financial Assets Act.
Jessica is also a member of the Malta Chamber of Advocates.

Oriana Abela: Oriana is a Partner at Grant Thornton engaged in the Transaction Advisory Services, a department specialising in corporate finance. She holds an honours degree in Accountancy from the University of Malta and is also ACCA qualified. In 2013, Oriana graduated from the University of Wales with distinction obtaining a Master in Finance, specialising in Mergers and Acquisitions.
Within the firm Oriana leads the capital markets division together with the due diligence division within the advisory practice. Consequently, she have taken a leading role in admitting clients to Prospects MTF, a multi-trading facility of the Malta Stock Exchange, whereby she have raised a total of €36 million for eight clients over the past three years, and a further Notes issue of €10 million on IFSM. Oriana acts as corporate advisor to nine clients admitted on Prospects MTF by monitoring for the duration that the equity/debt is admitted to Prospects MTF. Oriana also heads local and cross border vendor and buy-side due diligence assignments for clients operating in various sectors, as well as due diligence assignments relating to clients when raising funding (the financial due diligence report addressed to the MFSA). With respect to the due diligences, Oriana managed several buy-side due diligence for clients operating in the telecommunications industry, banking/stock broking industry, real estate industry, automobile industry and transportation industry and has assisted clients throughout the merger/acquisition process including the preparation of financial projections and business plans.
Prior to joining Grant Thornton in 2015, Oriana worked at two leading Big 4 companies in Malta, whereby she was involved in a variety of corporate finance engagements, including but not limited to buy-side and vendor cross-border due diligence assignments, purchase price allocation assignments, merger and acquisition transactions, raising of finance on the stock market, feasibility studies/financial projections, debt restructuring, strategic review, valuations of business and equity share capital, impairment review/assessment in relation to investment properties owned by various companies in Malta and review of the pension provision and assistance with any necessary settlement offers. Oriana has also managed cross-border due diligences, both when foreign companies acquired Maltese companies, as well as a foreign companies during her secondment in Milan.

Michael J Agius: Michael holds a Bachelor (Hons.) in Economics from the University of Malta and is also a qualified accountant after completing his ACCA qualification in 2016. In 2018, Michael also completed, with High Honours, the Advanced Valuation Certificate from New York University – Leonard N. Stern School of Business taught by Professor Aswath Damodaran.
As a senior manager at Grant Thornton, Michael specialises in valuations, whereby he has taken an active role in leading the business, asset, intangible and real estate valuations team. Since joining Grant Thornton in 2014, Michael was involved in a variety of other corporate finance engagements including but not limited to raising of finance, due diligences, debt restructuring, impairment reviews, risk and scenario stress testing analysis and financial modelling and preparation of financial projections. As a result he has serviced a varied portfolio of clients in the private and public sector in industries ranging from hospitality, healthcare, real estate, retail, renewable energy, and information technology.
Michael has also delivered training sessions in valuations at the Malta Stock Exchange, Grant Thornton employees and external organisations, as well as other training such as excel, risk sensitivities and financial modelling.

EVENT CPE COMPETENCES

3 Core

Webinars TERMS AND CONDITIONS

Terms and conditions  apply

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