WABS
NIA in collaboration with
NIGERIAN INSURERS ASSOCIATION
...the trade association of insurance and reinsurance companies in Nigeria
Presents
EXCELLENCE IN MERGERS & ACQUISITIONS MASTERCLASS
Venue: The Peninsula Hotel & Towers Lekki, Block 94, Plot 16 Lekki 1 – Lagos
th
Date: 14, 15 & 16 August 2019
COURSE OVERVIEW:
The Excellence in Mergers & Acquisitions Masterclass is
designed to accelerate transfer of needed skills and knowledge to
the Nigerian insurance market manpower in view of the
impending consolidation in the insurance industry which is
expected to happen on or before June 30, 2020 in compliance
with NAICOM regulations. There is need for every insurance
company and broker in Nigeria to make core transformations and
take advantage of the changing financial market dynamics
through Mergers & Acquisitions strategy to power growth and
business expansion. This learning opportunity is therefore
essential for sustainable development of the nation's insurance
industry.
The course will benefit: acquirers, target companies, private
equity funds, banks, insurers, regulators and hedge funds.
Participants will learn to use key M&A tools & acquire the skills to
navigate the M&A life-cycle successfully in Africa. The trainer
will use concepts, examples, case studies and real-world
applications to introduce the key principles and techniques of
successful Mergers and Acquisitions. The course addresses
crucial questions including: Why do mergers that looked great on
paper fail in reality? How does one value companies? What is the
best negotiation strategy? What does it take to make the
"synergy" come to life? What are the best market-driven
execution and post-merger management strategies?
Participants will learn the rationale of M&A, how synergies are
identified and computed, the key success factors in M&A, handle
valuation dilemmas and acquisition financing methods. The sale
process will be explained, including controlled auctions, and the
critical subject on how a seller can maximize the sale value and
alternatively how targets can repel unwanted M&A attacks. Deal
structuring will make clear the complex role of puts and calls in
staged acquisitions. Participants will learn the advanced
West Africa Business School
techniques of Leveraged Buyouts, how buyouts are originated
and are executed, the strategies of some of the leading private
equity buyout funds like KKR and Carlyle, and the role of the major
investment banks like Goldman Sachs. Deal structuring,
regulatory methods and due diligence techniques will also be
explained.
This course will also offer participants the opportunity to gain
knowledge of post-merger integration: planning, organizing,
execution and post-merger management best practice.
Innovative Ideas and techniques will be illustrated by discussing
case studies drawn from Africa, emerging markets and the
advanced countries.
LEARNING OUTCOMES
On successful completion of this master class participants
will be able to:
· Establish clear goals for merger and acquisitions.
· Identify the key pre-conditions for success of Mergers &
Acquisitions.
· Identify the key regulatory issues affecting M&A
transactions.
· Understand how M&A targets are identified and valued,
including the principles of real options valuation.
· Learn creative ways of financing acquisitions.
· Learn how targets can repel unwanted attacks.
· Perform appropriate due diligence.
· Evaluate the value of the target & determine if synergies
exist.
· Screen potential target companies to identify the best
prospects.
· Understand the dynamics of buyouts & how buyout funds
operate.
· Understand what buyouts are, as well as their use and deal
structuring including how puts and calls are applied in M&A.
 EXCELLENCE IN MERGERS & ACQUISITIONS MASTERCLASS

· Understand how hedge funds profit from merger/risk
arbitrage.
· Understand how to bridge valuation gaps.
· Structure the best deal for merger and acquisition.
· Apply merger and acquisition integration skills to integrate
the entities post-merger.
WHO IS THE COURSE FOR?
· CEOs, CFOs, corporate treasurers and board members of
companies,
· Investment bankers,
· Commercial bankers to gain knowledge of acquisition
financing techniques,
· Private Equity players including sovereign wealth funds
wishing to understand buyouts,
· Government regulators: ministries of finance, sector-
focused ministries, central bank & stock market regulators,
· Those aspiring to join private equity funds or Investment
banking,
· Consultants and advisory firms,
· Private bankers, wealth managers and securities analysts,
· Hedge fund managers wanting to engage in merger/risk
arbitrage,
· Lawyers wishing to understand the financial logic of M&A
and buyouts,
· Risk managers,
· Structured finance professionals,
· Chartered Accountants, Company Secretaries.

AGENDA/PROGRAMME OF ACTIVITIES:
DAY 1
07:30 - 08:30 Arrival/Registration

08:30 - 09:00 Welcome/Opening remarks

· Introduction to the Masterclass, Presenters & Delegates
· Outline of content, aims and objectives
09:00 - 09:20 Keynote Speech:Opportunities and Challenges of Implementing
Insurance Sector New NAICOM Recapitalization Policy

Special GuestSpeaker,Mr. Mohammed Kari

Commissioner for Insurance, National Insurance Commission (NIAICOM)

09:20 - 10:00 Keynote 2: Critical Issues in Implementing the New Insurance Sector Recapitalization Policy

Chairman/Guest Speaker,Mr. Tope Smart

GMD NEM Insurance Plc &Chairman,Nigeria Insurers Association (NIA)
10:00 - 10:30 Tea/Coffee Break
10:30 -11:30 Session 1:Mergers and Acquisitions (M & A) as a Viable Option to Meet NAICOM Insurance
Sector Recapitalization Policy
• Rationale for Corporate Growth by Take-overs
• The Rationale for Specific Transactions: Synergies & Benefits
• Types of M&A
• Synergies: Identification and Computation
• Planning for M&A
• Key Success Factors in M&A

Guest Speaker: Mr. DapoOkubadejo

Partner and Head of M&A in Africa, KPMG Lagos, Nigeria

11:30 -12:30 Session 2: M&A Rationale

• Rationale for Corporate Growth by Take-overs
• The Rationale for Specific Transactions: Synergies & Benefits
• Types of M&A
• Synergies: Identification and Computation
• Planning for M&A
• Key Success Factors in M&A

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

2
 EXCELLENCE IN MERGERS & ACQUISITIONS MASTERCLASS

AGENDA/PROGRAMME OF ACTIVITIES:Contd..
12:30 - 13:30 Networking Lunch
13:30 - 14:30 Session 3: M&A Valuation - I
• Acquisition price & valuation methodologies
• Intrinsic value
• Precedent transactions & relevance of book values

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

14:30 - 15:30 Session 4: M & A Valuation – II

• Earnouts
• Contingent value rights
• Purchase price adjustments

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India
15:30 - 15:50 Tea/Coffee Break
15:50 - 16:50 Session 5: M&A Deal Structuring
• Asset Purchase or Share Acquisition
• Form of Consideration: Cash or Shares or Securities
• Put & Call Agreements in M&A
• Triangular & Reverse Triangular Mergers
• Deal Protection, Lock-ups, Debt Push Down
• Carve-outs & Demergers

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

16:50 - 17:00 Summary/Days wrap

DAY 2
07:30 - 08:30 Arrival/Registration

08:30 - 09:30 Session 6: Tactics

• Attack and Defense in M&A
• Hedge Fund Activism
· Case studies

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India
09:30 - 10:30 Session 7: Acquisition Financing
• Structuring Transactions: Shares or assets?
• Structuring Transactions: Valuing & Financing the Transaction?
• Bridge Loans, Term Loans,
• Cash Shell, SPAC's
• Financing Terms
• Case studies

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

10:30 - 11:00 Tea/Coffee Break

3
 EXCELLENCE IN MERGERS & ACQUISITIONS MASTERCLASS

AGENDA/PROGRAMME OF ACTIVITIES:Contd..
11:00 - 12:00 Session 8:Leveraged Buyouts
• Rationale and Financing Structures
• Mezzanine Capital
• Strategies of KKR, Blackstone,
· Carlyle, Bain Capital

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

12:00 - 13:00 Session 9: PE* in M&A and Buyouts

• How PE plays the M&A game
• Sovereign Wealth Funds in M&A
· Case studies

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

13:00 - 14:00 Networking Lunch

14:00 - 15:00 Session 10: Playing by the Rules of M&A

• Regulatory Frameworks
• Takeover Codes
• Foreign Direct Investment (FDI) Regulations
• Hedge funds: Merger/Risk Arbitrage

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India
15:00 - 15:30 Tea/Coffee Break
15:30 - 17:00 Session 11: M&A Due Diligence
• Purpose and Methods
• Results of Due Diligence
• Strategic Due Diligence
· Financial & Other Due Diligence

Guest Speaker: Mr. Bola Asiru

Principal (Sub-Saharan Africa) at Mastercard Advisors

17:00 - 17:10 Summary/Days wrap

DAY 3
08:00 - 09:00 Arrival/Registration
09:00 - 10:00 Tea/Coffee Break
10:00 - 11:30 Session 12:The Sale Processes
· Negotiated Sale
· Controlled Auction - Advantages
· The Tender Process
· How value is maximized.

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

4
 EXCELLENCE IN MERGERS & ACQUISITIONS MASTERCLASS

AGENDA/PROGRAMME OF ACTIVITIES

11:30 - 13:00 Session 13: Mergers & Acquisitions: Private Company Take-overs
· Private Transactions: the 4 Key Stages (sell-side)
· Private Transactions: the documentation
· Key aspects (acquisition versus disposing)
· Private Transactions: Setting the Scene

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

13:00 - 14:00 Networking Lunch

14:00 - 15:00 Session 14: Mergers & Acquisitions: Public Company Take-overs
· Public Offers: Bidder Strategies & Tactics (recommended and hostile bids)
· Public Offers: Target Strategies & Tactics (hostile bids)
· Public Offers: Both Sides' Strategies & Tactics (hostile bids)
· Public Offers: the Rules
· Public Offers: the Timetables

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

15:00 - 16:30 Session 15: Post-Merger Integration: Planning, Organizing, and Executing
• Determine Integration Issues
• Plan and Organize a Merger and Acquisition Integration Process
• How Does the Integration Process Affect Value Creation?
• Pre-conditions for success of Mergers & Acquisitions
• Post-acquisition integration: developing and implementing a plan
• Post-acquisition integration sample timeline
• Employee benefits/equity awards
• Post-merger integration: lessons to be learned
· Post-Merger Management

Guest Speaker: Mr. Arvind Mathur

Chairman, Private Equity Pro Partners, India

16:30 - 17:00 Session 16: M&A round-table / marketplace

Topic of discussion: Implementing Insurance Sector Recapitalization Policy – Way Forward

Moderator: Mrs. Yetunde ILORI

Director General, Nigeria Insurers Association (NIA)

17:00 - 17:15 Vote of thanks / Closing

Methodology:

The training session is designed to allow maximum delegate interaction, and it encompasses lively and interactive 'discussion',
rather than a formal lecture type session.
Approach: Work-shop style, informal, participative

5
 EXCELLENCE IN MERGERS & ACQUISITIONS MASTERCLASS

SPEAKERS PROFILE PAGE

Meet the Masterclass Course Leaders
Commissioner for Insurance, National Insurance Commission (NAICOM) or his Representative

Chairman,Nigeria Insurers Association (NIA)

Director General,Nigeria Insurers Association (NIA)

Arvind Mathur
Chairman, Private Equity Pro Partners, India

Arvind is a pioneer of private equity and venture capital in the Asia-Pacific region. While at the Asian
Development Bank, he helped bring major institutional investors to Asia including CalPERS, CDPQ,

AMP and several American and Japanese insurance companies in innovative and creative private
equity fund structures.
As the President of The Indian Private Equity & Venture capital Association (IVCA), he promoted best practices and
reforms in private equity and venture capital. He has rubbed shoulders with leaders like KKR, Sequoia, HDFC Property, TVS
Capital, Barings and many other funds, to promote best practices in private equity, buyouts and venture capital and help bring
about reforms. He is a member of the Securities & Exchange Board of India's (SEBI) ,Narayanmurthy-led Committee on
Alternative Investment Funds along with KKR,TPG, Carlyle and others. Arvind mentored a start-up entrepreneur under a
Goldman Sachs entrepreneurship program.

He has over 25 years' global experience in private equity, venture capital, IPOs, mergers & acquisitions and investments. He
led a team of multinational professionals in managing a portfolio of direct investments and over 30 private equity and venture
capital funds at the Asian Development Bank. He has exposure to investments in many Asian countries, besides India and
China. He engineered several exits.

At Citi he helped structure a US $ 1 billion private equity fund. His experience spans all stages of private equity including due
diligence, valuation, fund formation, mobilizing Limited Partner (LP) commitments, making drawdowns, identifying and
negotiating investments, adding value to funds and portfolio companies and exiting by a variety of methods including
strategic sales, sales to other LPs , IPOs and other funds. His investment banking role included M&A & IPOs at Citi & ADB.

An FRM & a CFA Charterholder, he has attended executive education in private equity and hedge funds at the Harvard
Business School, training at Cambridge, Mass. & in New York at Goldman Sachs and Citi and at the U.S. SEC in Washington
D.C.

Bola Asiru
Principal (Sub-Saharan Africa) at Mastercard Advisors

Mr. Bola Asiru is an experienced Strategy, Innovation & Operations professional with a demonstrated
history of management consulting and financial services experience. Skilled in new market entry,
growth strategy formulation, innovation, operational transformation and customer strategy.

He is currently the Principal for the Sub-Saharan Africa MasterCard Advisors business (encompassing consulting,
data/information analytics and implementation services). He [s responsible for supporting MasterCard Advisors growth
across Sub-Saharan Africa; providing clients (financial services, telecommunications, retail, public sector and others) with
high-impact services and solutions.

Prior to joining Mastercard Advisors, Bola Asiru was a Director at Deloitte Nigeria between March 2015 to May 2018 where
he was responsible for driving the Strategy & Operations business in Nigeria and West Africa, utilizing innovative tools and
digital services to solve the most complex and challenging business problems for the largest companies across the region.
Bola lead a multi-disciplinary team with expertise in growth strategy, operational efficiency & business planning (financial
services, telecoms, energy, FMCG & public sector) with a special focus on mergers & acquisitions, private equity value
creation, PPP / infrastructure projects and public sector transformation. He was also the Deloitte Art & Finance Coordinator for

6
 EXCELLENCE IN MERGERS & ACQUISITIONS MASTERCLASS

Africa; driving the business linkages between art and finance across the continent.

Between November 2013 and January 2016, Bola Asiru worked in Red Door Designs as Co-Founder and Chief Operating
Officer responsible for developing advisory services for art investment, valuation and collateralization. Bola Asiru had a brief
stint at Tony Elumelu's Heirs Holdings as Vice President where he anchored the strategic interface between the Executive
Chairman and Heirs Holdings investments across multiple sectors (including real estate, financial services and energy).

As Partner at Management Transformation (MT) where he spent 5 years between October 2008 to September 2013, Mr. Bola
Asiru led the consulting practice for clients across Africa and the Middle East. Before then, he was in United Bank for Africa
(UBA) between May 2006 to September 2008 as Assistant General Manager & Group Head in charge of Group Strategy
Implementation & Planning.

Mr. Bola Asiru also served as Internal Consultant in Barclays Bank between 2005 – 2006 where he was the project consultant
on a series of risk management and business improvement projects. He was ln Credit Suisse as Assistant Vice President
responsible for the Derivatives Change Programme between 2004 – 2005. He had joined Credit Suisse as Manager from Legal
& General Investment Management (LGIM) between 2000 – 2003 where he was the project lead on a series of Change,
Technology & Business Improvement initiatives. Bola career journey picked up in Jan 1999 to Aug 2000 at Thales UK, where
he lived and worked in London, United Kingdom as a Management Consultant and Solutions architect for clients such as
Credit Suisse, Deutsche Bank & DrKW

Mr. Bola Asiru has an excellent educational pedigree having attended London School of Economics and Political Science in
1997 – 1998where he obtained his Master of Science (MSc) degree in Analysis, Design & Management of Information
Systems. He received his Postgraduate Certificate in Management at Harvard University in 2003 – 2004, having crossed over
from London Business School where he obtained a certificate in Private Equity discipline. Mr. Bola Asiru has professional
Licenses & Certifications in Exchange Traded Derivatives from the Chartered Institute for Securities & Investment and he is a
Prince II Certified Project Management Professional. He is an alumni os Lagos University where he obtained his in

Dapo Okubadejo
Partner & Africa Leader, Deal Advisory & Private Equity at KPMG

Dapo is a Partner & Sub-Sahara African Leader of Deal Advisory & Private Equity Group at KPMG.
He is an expert on M&A, Private Equity as well as Financing and Investments. He's acted as
Corporate Financial Adviser to many foreign and local strategic & financial investors in Nigeria and
across Africa during his over 28 years of professional experience.
Based in Nigeria, Dapo's core competence and specialization includes corporate finance, corporate restructuring, fund
raising, business valuation, corporate transformation and Joint Venture advisory services.

Prior to KPMG, Dapo spent over a decade with Arthur Andersen where he rose to the position of Senior Manager and
consulted for more than 40 companies in oil & gas, consumer goods and financial services sectors on many projects in
assurance, business strategy/planning, process & operational improvement, financial restructuring & business
transformation.

He has produced several thought leadership pieces, a regular speaker on business & investments in Africa & a lead Faculty at
many business, finance & leadership courses.

Dapo holds a Bachelors degree in Agriculture from OAU, Nigeria in 1990 & as a UK Foreign & Commonwealth Office
Chevening Scholar, obtained a Master of Finance degree with Distinction in International Finance in 2003 from the University
of Glasgow, UK. He is a Fellow of both the Nigerian Institute of Chartered Accountants & the Chartered Institute of Taxation as
well as a Certified Valuator & Analyst (CVA) from the European Association of Certified Valuator & Analyst. He is an alumnus of
Harvard Business School, Lagos Business School, GIBS SA, INSEAD & London Business School having attended several
leadership and management development courses.

7
 EXCELLENCE IN MERGERS & ACQUISITIONS
WABS

NIA
MASTERCLASS
NIGERIAN INSURERS ASSOCIATION th th th
...the trade association of insurance and reinsurance companies in Nigeria 14 , 15 & 16 August 2019 West Africa Business School
HOW TO REGISTER FOR THE COURSE
Complete Registration Form included at the last page of this brochure. Scan it together with course fee payment
teller or swift transfer advice and send by e-mail to: info@nigeriainsurers.org, wabs.edu@gmail.com ,
info@westafricabusinessschool.com. You can also call and talk to the Programme Manager on
Tel:+23456157400 (Lanre), +2348027922649, +2348143002943 (Obasi) by 9.00am – 4.00pm Monday - Friday.

DATE & VENUE How to make payment of course fee:

The training programme is scheduled to take place as follow:
1.Payment of course fee in local currency should be made
Date: 14, 15& 16thAugust 2019
by Bank draft, e-transfer or Cash deposit, paid into the
Time: 9:30 am - 5:00 pm: 9 & 10 July, 2019
10:00 am - 5:00 pm: 11 July, 2019 below account details:
Venue: The Peninsula Hotel & Towers Lekki, Block 94, Plot 16 Lekki 1 – Lagos · Account Name: Nigeria Insurers Association
· Account Number:
COURSE FEE: · Bank Name:
The course fee is structured in a way to make it easy for payment · Bank Address:
for all delegates as follow: · Sort Code:
1. Nigerian Residents:
· Early Bird – N350,000.00 per delegate (Book & Pay 2.Payment of course fee in local currency can also be made
th
Before 30 June 2019). by Bank draft, e-transfer or Cash deposit issued in favour of
· Group Rate – N300,000.00 per delegate for 2 or more West Africa Business School and paid to A/c No.
delegates from one company/organisation (Book & Pay 1014282576@ Zenith Bank Plc. Sort Code: 057150534.
th
Before 30 June 2019).
· Normal Rate – N450,000.00 per delegate (Book & Pay 3. Participants from Other Africa Countries/Foreign
After 30thJune 2019). delegatesshould make payment transfer through the
following bank account details:
2. Africa Countries/Foreign Delegates: Beneficiary: West Africa Business School
· Early Bird - US$1,250 per delegate (Book & Pay Before Account Number: 5070520959
30thJune 2019). Bank Name: Zenith Bank Plc
· Group Rate - US$1,000per delegate for 2 or more Swift Code: ZEIBNGLA
delegates from one company/organisation (Book & Pay Bank Address: Plot 84 Ajose Adeogun Street, Victoria
th
Before 30 June 2019). Island – Lagos
· Normal Rate - US$1,500.00 per delegate (Book & Pay
After 30thJune 2019). Terms and Conditions
NOTE: Completed nomination form will be taken as confirmation of nominations and must be returned no later than 5
·
working days before programme commencement date.
· Early bird fee applies to registration and payment Payments of fees should be in e-transfer, certified cheque or bank draft in favour of West Africa Business
·
School before programme commencement date.
made on or before 30thJune 2019. The course fee is payable without deduction of withholding tax or any other tax thereof.
·
The information contained in the registration form is only for nomination purposes. This will help in producing all
·
· Registration & payment of course fee must be received relevant course materials for the nominee(s). West Africa Business School (WABS) and its personnel will
by closing date to enable organizers list the protect any personal data entrusted to us through the completion of our registration form in a way that respects
the privacy of individual or entity completing the form.
delegate/participants in the appropriate programme Hotel Accommodation for programme participants. WABS will reserve a sufficient block of rooms for
·
registered delegatesunder our name and at preferential rates at a hotel of international standard (equivalent to no
brochure. less than three-star rating) convenient to the event venue during the programme delivery dates, provided that
each delegate shall be responsible for the payment of his/her hotel accommodation, incidentals and other
expenses directly to the hotel.
Participants shall be solely responsible for the payment of their travel, lodging, meals (dinner) and other
The course fee covers the following: ·
travel expenses related to their participation in this programme.
· Three Full Days quality training Cancellation and Substitutions Policy. For any reason whatsoever, participants who have registered for the
·
programme, may decide to cancel their registration. Cancellations must be submitted in writing by email to
· 2 Tea/coffee breaks and refreshments wabs.edu@gmail.com. All cancellations received on or before June30, 2019 are entitled to a refund of 50% of
the course fee paid. No refunds or credits will be given to registrants who cancel after June 30, 2019, or who fail
· Lunch to attend the course. Substitutions for paid registrants may be made at any time up to July8, 2019. No changes
will be accepted after this date.
· Course notes International Participants
·
Course attendees arriving from outside Nigeria West Africa may require a letter of invitation to enter
· Leather folder Nigeria/West Africa. If you require a letter of invitation, please submit your request in writing by email to
wabs.edu@gmail.com. Once you have submitted your request and completed registration and payment, we
· Certificate of attendance will provide you with a Letter of Invitation.

Further enquiry in respect of this course should be addressed to:

Director of Programmes Director General
West Africa Business School Nigeria Insurers Association (NIA)
2nd Floor Suite B201 Trinity Mall, Corporate Address: 264 Ikorodu Road,
#81 Obafemi Awolowo Way, Ikeja, Lagos, Nigeria Savoil Bus Stop, Ilupeju, Lagos, Nigeria.
Phone: +2348027922649, +2348143002943 M. Contacts: +2348170784444, +23480299085
E-mail:wabs.edu@gmail.com; info@westafricabusinessschool.com
Email Address info@nigeriainsurers.org
Website: www.westafricabusinessschool.com