Opetussuunnitelmat

Objective

This simulation project aims to achieve the following learning objectives:

- You are able to analyze and present complex information in order to do effective sense-making. The journey from abstract thinking to concrete procedure is the core expected outcome of the project.
- You are able to provide consultancy on the corporate mergers and acquisitions based on the in-depth analysis and empirical findings.
-You can do the business negotiations with your team members and counter-parties.
-You can work with your Jamk and international colleagues coming from competing teams with the spirit of co-operation and collaboration.

The project is run on the basis of the following COMPETENCES:

1. Learning to learn-
You develop critical and analytical mindset that helps you to study and review existing knowledge in the light of relevant learning resources and learning methods; incentivizes you to acquire new knowledge; and develops your intellectual capabilities to seek conclusions and draw inferences in various contexts.

To achieve this competence, you will:
– learn to formulate relevant questions and seek information,
-review relevant theoretical, and empirical literature to comprehend diverse perspectives and evaluate, and interpret arguments and counter-arguments,
-understand new developments in your field of study and make informed decisions based thereon.
- acquire the researcher’s mindset to problematize, explore and understand real-life phenomena especially in the academic track system.

2. Proactive development-
You develop solutions in the light of current as well as anticipated situations and challenges in business by applying knowledge, critical reasoning and analytical skills. You ensure that these solutions are feasible, relevant, creative, user-friendly, and sustainable as well as underline active cooperation amongst different actors.
To achieve this competence, you will:
- apply existing knowledge and utilize relevant research methods including digital technology in development projects,
-interpret new evidence in the light of existing body of knowledge, make comparisons and draw inferences,
- express your intellectual contribution through scientific or professional writings,
-understand utility, creativity, viability, scalability, and sustainability of new solutions.

3. Internationality and multiculturalism-
You work in multicultural and international environments and networks in order to develop knowledge and communication skills as well as develop empathy and appreciation for other cultures. You communicate responsibly and effectively in English through written, verbal, non-verbal and digital formats individually as well as a team member in diverse settings.
To achieve this competence, you will:
-be familiar with the impact of your cultural background on your actions and be able to effectively and productively function in your work community that explicitly recognizes the relevance of multiculturalism,
-demonstrate meaningful intercultural teamwork, including the roles of leadership and conflict resolution, in order to develop creative solutions carrying multicultural underpinnings,
-be able to experience group learning and share best practices in international settings,
- learn to communicate ideas and solutions effectively in the context of various subjects, multiple purposes, and a wide range of audience both individually as well as in a group,
- initiate and engage constructive dialogues among relevant stakeholders to accomplish desired goals for multiple purposes and communicate ideas and solutions to a wide range of audience including both individuals and groups,
-learn to be ‘active listener’ to understand diverse perspectives, and points of view in accurate, unbiased, and critical manner,
-learn various aspects of digital media.

4. Ethics-
You benchmark and demonstrate ethical and responsible conduct according to the well-established principles, norms and best practices laid down by relevant national and international bodies and organisations.
To achieve this competence, you will:
-understand and apply the well-established principles of responsible conduct in research, and problem solving,

-adhere to the principles of equity, equality, and non-discrimination,

-take responsibility for your own actions and their consequences and reflect on them in accordance with the relevant ethical principles, norms, and practices,

- develop realization of diversity and accessibility in your actions.

5. Operating in a workplace-
You promote and reflect upon personal and professional learning in order to enhance your career development.
To achieve this competence, you will:
-interact constructively in the work community and contribute towards its well-being,

-enhance your professional network to remain well-informed about key developments in your chosen field,

-enhance your entrepreneurial skills by taking initiative and leading projects to make a positive impact on your work community.

-utilize the opportunities offered by technology and digitalization in your work community.

6. Sustainable development-
You develop an understanding, vision, and appreciation for sustainability that affect personal, and professions lives, local communities, and global society at large. You study and explore linkages between multiple aspects of sustainability and business.

To achieve this competence, you will:

-understand the concept and principles of sustainable development in the context of business,

-recognize sustainability challenges and their consequences for businesses, local communities, and global society,

-use your accumulated knowledge and skills to create and implement sustainable solutions to solve business problems.

IB competence:
7. Responsible international business management-
You develop your intellectual capabilities to seek conclusions and draw inferences in an international environment to become responsible manager. You develop creative and insightful solutions to solve complex business problems both in the present and the future with explicit emphasis on local and international standards of ethics, responsibility, and sustainability and implications on various stakeholders.
To achieve this competence, you will:
-study developments in your discipline in the international learning milieu and understand various aspects of responsible business management including global business trends and competitive landscape.
-derive and interpret new evidence and compare them with the existing body of knowledge in the global context to draw useful inferences,
- critically assess the implications of actions and decision of the international organisations.
-understand the impact of the of the actions and decisions on the community, in general, and specific stakeholders, in particular.
-understand core aspects of people management in the international business environment.

Content

Activity Week 1
1. Cross cultural management workshop
2. Introduction of the course and of assignment #1
Assignment #1- Industry analysis
Please examine the current state of the industries where your companies are most active and analyze the industries within which your companies compete.

Your analysis might include a definition of the industry, an analysis of the industry lifecycle, the history of the industry, a ratio analysis of the industry’s financial performance, a review of how differing trends affect the industry (change drivers), notable recent events, external influences on the industry, a review of competition (largest players, market shares, clustering etc.) for the industry, or market outlook (trend, development, growth potential etc). You can use methods like Porter’s five forces analysis, PESTEL analysis etc.

Deliverables:
You should aim for a total length of about 10-12 slides for this assignment on Industry analysis.
Intercultural Awareness in Collaborative virtual project: Week 1a + b & Week 2a + b

Reference
Fundamentals of Corporate Finance, J. Berk, P. DeMarzo, J. Harford:
Chapter 22: Mergers and Acquisitions


Activity 2 Starts:

1. Feedback sessions per group with lecturer on assignment #1
2. Introduction of assignment #2
Assignment #2- Company and competitive analysis
You should now add to Assignment #1 by analysing your own company and that of your counter party. Make extensive use of the annual reports of both companies. Other sources available on the internet include investor presentations (on investor relations sites), brokers’ reports (via libraries and sites like Financieel Dagblad, Morningstar.com, Financial Times, Bloomberg), etc.
The analysis should lead to an internal decision (not documented in the analysis) whether your company should acquire the competitor or if your company should be taken over by the other in order to safeguard the long-term continuity of your company in today’s competitive international markets.
You might consider, amongst other aspects, the following:
1. Companies’ structures (shareholders, operating companies, regions covered, market shares per region)
2. Companies’ goals and future plans (organic growth and divestments/acquisitions)
3. Companies’ financials (mainly profitability, leverage and investors ratios like EPS, P/E, PEG and pay out, dividend yield, total returns)
4. The industry structure and future (growth) potential in an international perspective, also including generic competition
5. Competitors: peer analysis based on same issues mentioned above.
6. DO NOT WORRY ABOUT VALUATION OF THE COMPANIES (YET).
You might want to make use of a SWOT analysis, Porter’s generic competitive strategies, The Business Model Canvas and financial statement analysis over the last 3-5 years.
Identify the differences and similarities between the two companies and the impact of that on your negotiations.


Deliverables:
Combine your company analyses with assignment #1 so that you now have a single presentation that gives an overview of the industry and company views. The assignment should be in presentation format (Prezi/PowerPoint). Max 30 slides. Financial statements and ratio calculations (Excel).
Prove (screen print) of Skype session with counter party team.

Reference
Fundamentals of Corporate Finance, J. Berk, P. DeMarzo, J. Harford:
Chapter 2: Introduction to Financial Statement Analysis


Activity 3 Starts:

Introduction of assignment #3 / Feedback sessions per group on assignment #2
Assignment #3- Negotiations and business valuation
Each team can now begin exploratory negotiations on the merger with the team with whom they have been matched.
You will need to organize a series of meetings in which you attempt to come to an agreement on the terms of the merger. The first meeting might include your team’s overview of your company and industry. There is every reason to assume that you will be able to negotiate a mutually beneficial outcome for both companies, and you should approach your negotiating partners accordingly. After the presentations on both sides, followed by an extensive Q&A session, the management team might need internal discussion time to digest any proposals and current situation. That is, it is likely that you will need to organize more than one meeting in order to give your team time to consider the points raised and respond appropriately. It is also likely that you will need to clarify some points of your discussions via email.
What would be the synergies if the companies were to merge?
What should be the new strategy of the merged company?
Also during this week start working on the preparation for the valuation of the companies that needs to be discussed next week.
Prepare the business valuation for your company and the counter party company on a stand-alone basis using:
1. Income approach (Discounted Cash Flows including integrated planning and cost of capital estimation)
2. Market approach (Multiples)
3. Asset approach (Net asset value)
4. Comparison of calculated firm value to market value
5. Quantification of possible synergies between the two companies

Deliverables:
You should submit:
1. your meeting minutes and emails
2. a summary of the points on which you have come to a tentative agreement
3. any analysis you did in order to support your negotiations.
4. Excel sheet with all the calculations and written report (Word) with explanations (5-10 pages)

Reference:
Fundamentals of Corporate Finance, J. Berk, P. DeMarzo, J. Harford:
Chapter 4: Time Value of Money: Valuing Cash Flow Streams
Chapter 10: Stock Valuation
Chapter 13: The Cost of Capital

Week 4:
Activity 4
Introduction of assignment #4 / Feedback sessions per group on assignment #3
Assignment #4- Valuation, financing and Letter of Intent
Your goal is to, through a series of proposals and counter-proposals, determine such things as who will be acquiring whom, at what price, how the transaction will be paid for, where the funds will come from, etc. All of these, and any other agreements could be captured in a (very brief and high-level) letter of intent between the two companies.
Refine the business valuation from assignment #3 for each of the companies to substantiate the negotiations on price. Use at least the discounted cash-flow method and one other method to estimate the enterprise and equity value of the companies.
Valuation is important in order to show that the price to be paid is in line with the expected value, including strategic considerations and synergy effects.
As the financing is important for the shareholders of the target (to secure the payment) you will have to explain the ways that the deal can be financed.
Furthermore provide main audit areas of due diligence.


Deliverables:
Business valuation refinements (Excel).
Letter of Intent. Minutes of meetings. Financing Plan. In total 5-10 pages (Word).

Activity 5
1. Introduction of assignment #5 / Feedback sessions per group on assignment #4

Assignment #5- Stakeholder analysis
As many parties are involved in a merger or acquisition, we need to address the concerns of more than just the shareholders. Perform an analysis of the consequences for several groups of stakeholders and suggest potential solutions for their opposition to deal. For example, if you feel the takeover will influence the future of your employees, you might think about ways to cope with them and with labor unions and others. Include the Corporate Social Responsibility issues in you analysis.
Prepare a presentation to show potential problems and risks after the acquisition and how to deal with these. You have to focus on the consequences for your company (either being the buyer or the seller) but also the impact on the stakeholders of the other company has to be part of your analysis.
Also make an outline of the process of the merger/acquisition in time from this phase forward and prepare an pre- and post-merger/acquisition integration plan. Please take into account the intercultural opportunities, difficulties and challenges.

Deliverables:
Presentation (max. 20 slides)

Activity 6
1. Introduction of assignment #6 / Feedback sessions per group on assignment #5


Activity 7

Activity 8
(joint session including all teams and faculty. All presentations will be held during the session including discussion, feedback, closing of the project)
Assignment #6- Final presentation
The final task for your group is to bring all of the work that you have done into a single investor relations presentation in order to convince shareholders to approve the deal. With a brief overview of the business environment, analysis of the two companies, business logic for the acquisition, justification for the premium paid/received above market cap, stakeholder analysis, summary of the proposed deal, overview of the whole M&A process and integration plans. Also prepare a public letter of communication (press release) on the proposed deal.

Deliverables:
Presentation (max. 30 slides) & Written deal communication letter (1 page)

Location and time

Autumn-Spring semester of each academic year

Oppimateriaali ja suositeltava kirjallisuus

Lectures slides of Management Accounting, and Financial Management course.
Fundamentals of Corporate Finance, J. Berk, P. DeMarzo, J. Harford.
Brealey, Richard A., Myers, Stewart C. and Allen, Franklin: Principles of Corporate Finance. McGraw-Hill.
Barry Elliott, Jamie Elliott: Financial Accounting and Reporting, Pearson Education.

Teaching methods

In-classroom and occasionally online. This is an in-classroom course. Attendance is mandatory. Unauthorized absences exceeding two can lead to removal from the course.

Exam schedules

Assignments and presentations

International connections

Projects in collaboration with international partner universities. Possibility of corporate projects.

Vaihtoehtoiset suoritustavat

None

Student workload

You will be required to required to invest 135 hours approximately and the break up of the total time is as below:
Lectures: 30 hours
Workshop: 35 Hours
Assignment Preparations: 60 Hours
Miscellaneous: 10 Hours

Evaluation scale

0-5

Arviointikriteerit, tyydyttävä (1-2)

You will get a grade of Two when you reflect at-least two competences at the ‘excellent’ level and five at the ‘intermediate’ level reflect through all the seven competences through the various project activities including weekly tasks, communication with Jamk and international students, data analysis of the case companies, interpretation and inferences drawn, mid-term project report, final report and presentations at the ‘excellent’ level.
The list of competences is given below:
1. Learning to learn
2. Proactive development
3. Internationality and multiculturalism
4. Ethics
5. Operating in a workplace
6. Sustainable development
7. Responsible international business management

You will get a grade of One when you reflect at-least one competence at the ‘excellent’ level and six at the ‘intermediate’ level reflect through all the seven competences through the various project activities including weekly tasks, communication with Jamk and international students, data analysis of the case companies, interpretation and inferences drawn, mid-term project report, final report and presentations at the ‘excellent’ level.
The list of competences is given below:
1. Learning to learn
2. Proactive development
3. Internationality and multiculturalism
4. Ethics
5. Operating in a workplace
6. Sustainable development
7. Responsible international business management

Any achievement of competences below the above prescribed requirements will lead to a grade of Zero.

Arviointikriteerit, hyvä (3-4)

You will get a grade of Four when you reflect at-least four competences at the ‘excellent’ level and three at the ‘intermediate’ level reflect through all the seven competences through the various project activities including weekly tasks, communication with Jamk and international students, data analysis of the case companies, interpretation and inferences drawn, mid-term project report, final report and presentations at the ‘excellent’ level.
The list of competences is given below:
1. Learning to learn
2. Proactive development
3. Internationality and multiculturalism
4. Ethics
5. Operating in a workplace
6. Sustainable development
7. Responsible international business management

You will get a grade of Three when you reflect at-least three competences at the ‘excellent’ level and four at the ‘intermediate’ level reflect through all the seven competences through the various project activities including weekly tasks, communication with Jamk and international students, data analysis of the case companies, interpretation and inferences drawn, mid-term project report, final report and presentations at the ‘excellent’ level.
The list of competences is given below:
1. Learning to learn
2. Proactive development
3. Internationality and multiculturalism
4. Ethics
5. Operating in a workplace
6. Sustainable development
7. Responsible international business management

Assessment criteria, excellent (5)

You will get a grade of Five when you reflect at-least five competences at the ‘excellent’ level and two at the ‘intermediate’ level reflect through all the seven competences through the various project activities including weekly tasks, communication with Jamk and international students, data analysis of the case companies, interpretation and inferences drawn, mid-term project report, final report and presentations at the ‘excellent’ level.
The list of competences is given below:
1. Learning to learn
2. Proactive development
3. Internationality and multiculturalism
4. Ethics
5. Operating in a workplace
6. Sustainable development
7. Responsible international business management

Qualifications

Minimum requirement is the study of Management Accounting course at JAMK in the semester 2.

Further information

The focus of the project is on internationalization through mergers and acquisitions (M&A). You will be grouped in 5 teams. You as a Jamk team member, will be negotiating (competing) with (against) 5 teams of Utrecht University of Applied Sciences. During our first meeting, you will be attending ‘introduction and a cross cultural workshop’ via (MS Teams) in which five teams of each university will meet their counterparts and start planning their communication channels and other practicalities.

Two companies (Finn Air and KLM) will be units of analysis for each team. Needless to say this is a simulation exercise. You will be using financial management, accounting and business strategy related concepts and skills to analyze their case companies. The analysis includes the followings:
1. whether merger between Finn Air and KLM is possible. This possibility will be rationalized by applying preliminary financial analysis,
2. negotiations between “counterparties” and creation of roadmap (e.g., stages, steps, schedule and structure) to implement the proposed merger process,
3. valuation of combined entity (Finn Air + KLM),
4. analysis of financial and non-financial risks that can impede the merger between Finnish and French companies,
5. forming risk management strategy to successfully complete merger
6. effects of merger on various stakeholders.
7. end results of consolidated entity.
-In order to do above in-depth analysis of case companies is very important. Principal study material for this project will be annual reports of companies, financial statements, corporate governance reports, stock market data, analysts reports, financial management and management accounting study material including text books, research articles and professional bodies reports and websites.

As a Jamk student, who has (is) studied (studying) Financial Management, Global Financial Management, Finance & Corporate Governance Track and Management Accounting already have significant exposure to above type of literature and tasks.