Due Diligence

Including exclusive case studies and action planning!

Due Diligence Intelligence For Successful Transactions 11 – 15 January 2009 • Grand Millennium Hotel, Dubai, UAE

Two highly informative courses to help you make successful investment decisions Course I: Financial And Commercial Due Diligence 11 – 13 January 2009 By Attending Our Financial And Commercial Due Diligence Course You Will Learn How To: • • • •

Appraise the quality and reliability of information Identify and verify worthwhile investment opportunities Analyse the financial and commercial aspects of an entity Identify and overcome the most common due diligence pitfalls

“A lot of info, practical info, was given in a short 5 days, which makes the course very attractive” Saeed Ahmad

Course II: Legal Due Diligence

Senior Investment Officer Islamic Corporation for the Development of

14 – 15 January 2009

the Private Sector, KSA

By Attending Our Legal Due Diligence Course You Will Learn How To: • • • •

Analyse the legal aspects of an entity Minimise the risk to your company throughout investment deals Identify which transactions require due diligence Advise the board of directors on the risks and opportunities of a contemplated transaction

Organised By

Supported By Official Regional Recruitment Partner

www.iirme.com/duediligence

Dear Senior Executive, I’m proud to invite you to our annual, highly recognised and beneficial Due Diligence courses with our renowned course leaders, Andrew Robinson and Herb Wolfson. By attending this two-part event, you will not only gain the essential tools you need to control even the most complex of deals, but also gain insight into newly developed due diligence strategy. In our Middle East investment environment, the importance of due diligence has reached new heights. In order to effectively minimise risks and increase profits from your mergers, acquisitions and investments, you must take advantage of the latest tools, techniques and strategies available to leaders in due diligence.

Introduction Although there has been some press concerning the fact that mergers may not result in any value creation, recent studies lead to a significantly more positive conclusion. According to the results of a December 2007 KPMG study, companies that completed a merger were associated with an average 3.7 percent normalised stock gain 12 months after a deal was announced. After 24 months, companies in the study were associated with an average 10.8% normalised stock gain. This means that the stock prices of the acquirers performed 10.8% better than their industry peers. This compares to a 2005 survey which identified that only 31% of deals actually added value for the shareholders (Source: KPMG surveys). Management’s challenge is to beat the market odds and execute deals that deliver the value investors demand – IIR’s Due Diligence courses will introduce you to the skills that help you make successful transactions.

This course sold out when it was last run, so be sure to book early and also take advantage of our early bird savings. Here are two reasons why: “The course leader was very diligent and keen on discussing all key points related to the topic. The case study method worked really well and the simulation of client meetings in presentations were also very useful and beneficial” Ailya Kazim, Manager Acquisition Noor Islamic Bank, UAE “Raises valid issues about due diligence that might not be considered by all people involved in a decision” Mohammed Abbas, Technical Analyst Qatar Petrochemical Industries, Qatar Do not ruin your investment or accept incorrectly valued investments by not fully understanding the latest technique in the critical due diligence process. Furthermore, you can develop a unified, integrated defense against bad investments by combining the financial, legal and commercial facets of due diligence by registering for this highly acclaimed two-course package today. I look forward to meeting you in January. Kind regards,

A due diligence engagement describes the analysis of the legal, financial and/or commercial aspects of an entity usually in connection with a proposed transaction that would result in a significant change in the ownership or capital structure of the target entity. The objective of a due diligence engagement is to advise the board of directors how the risks and opportunities of a contemplated transaction should be dealt with in the negotiation or the integration phase. A due diligence report will address the dynamics of the business including: identifying deal breakers, critical success factors, key performance indicators, industry trends, management and personnel issues, information on products, customers, competition, marketing, sales, research and distribution, taxation and ownership and legal issues. The process of gathering data, checking, investigating and verifying requires experience and judgment to know when, where and how to explore further to uncover what has not been disclosed. IIR’s Due Diligence courses will equip you with the skills and knowledge to identify and verify worthwhile investment opportunities.

Keith Parker Conference Manager

P.S. Take part in valuable, exclusive case study analyses from the Middle East and best practice from the west! Web: www.iirme.com/duediligence

Moreover, the increasing popularity of auctions has changed the deal environment significantly in recent years. The competitive tension of an auction process can limit the amount of information which is available to acquirers before close. Higher premiums are being paid and whether you are a corporate buyer or a private equity house, a more professional deal approach is required; including the appropriate level of due diligence.

Web: www.iirme.com/duediligence

Course I – Financial And Commercial Due Diligence 11 – 13 January 2009 Course Timings: Registration and morning coffee will start at 8:00 on Day One. All days will commence at 8:30 and conclude at 14:30 with lunch. There will be two refreshment breaks at appropriate intervals.

Day One – Sunday, 11 January 2009

Day Two – Monday, 12 January 2009

Day Three – Tuesday, 13 January 2009

Financial And Commercial Due Diligence

Best Practice Topics To Enhance Your Due Diligence Success

Practical Due Diligence Investigation

Introduction • Definitions • Types of due diligence

During Day Two you will focus on the skills necessary for presenting your findings to the Board of Directors and cover several topics which will help you enhance the effectiveness of your due diligence process.

The objective of Day Three is to reinforce the skills learned on Day Two by applying them to a case study, based upon a real life example. It has been designed to enable you to gain practical experience in performing a due diligence investigation as part of an integrated team.

The Transaction Process • Enquiry management and determining the scope • Initial value assessment • Pre-bid and data room investigations • Full access • Completion and reporting Financial Due Diligence • Accounting policies • Analysing information in a limited and full access situation • Forecasts and projections • Sensitivity and trend analysis Commercial Due Diligence • Business analysis models • Strategic business objectives • Core business processes Support Processes

Presenting The Findings To The Board Of Directors • Developing the contents of a due diligence report with emphasis on key negotiation and integration matters Basic Valuation Techniques • Corporate valuation techniques and the relationship between due diligence and valuation explored Driving For Post Deal Success • Understand what acquirers are doing to enhance value from their acquisitions and what challenges they face in taking control of the target business • Consider the subtle differences between the approaches of European acquirers, who appear to be more successful compared with those in the Americas and Asia What Can Corporate Acquirers Learn From Private Equity? • A great deal of attention has focused in recent years on private equity firms snapping up assets and turning them around in double quick time for a handsome return. As corporate activity continues to pick up, it is important to ask what corporate acquirers can learn from private equity’s positive performance

• • •

Plan and carry out a focused due diligence engagement which meets the Board of Directors’ needs and is in accordance with a standard approach Perform effective fact finding and analysis work and interpret the results to support robust conclusions and advice Appreciate the risks inherent in due diligence work and discover how these risks should be managed

Objectives are met by forming multi-skilled teams to work through the financial and commercial stages of a due diligence investigation. The additional benefits of this approach are that you will: • Consider the depth and breadth of the investigation • Realise the importance of a coordinated, multi-skilled approach • Compare and challenge the evaluation and conclusion of other teams Review Of Course One And Action Planning

Benchmarking Merger And Acquisition Teams • Exploring the secrets of successful teams and how you can learn from benchmarking your team’s approach and skills against the industry

Introducing Your Expert Course Leader

Andrew Robinson, FCA, AMCT has been a Resident Partner in KPMG’s Dubai office since 1995 leading financial due

diligence engagements. In this capacity he has led teams performing investigations on behalf of international and local companies in a variety of industries including energy, manufacturing, financial services and trading. Cross border assignments have been particularly rewarding, providing Andrew with a breadth of experience across many of the Middle Eastern states.

Andrew is a UK national with over 25 years’ experience with KPMG in international offices. He worked in Europe and North America prior to basing himself in the Middle East in 1989. He is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Association of Corporate Treasurers in the UK.

Tel: 971-4-3352437 Fax: 971-4-3352438 Email: [email protected] Web: www.iirme.com/duediligence

Course II – Legal Due Diligence 14 – 15 January 2009 Course Timings: Registration and morning coffee will start at 8:00 on Day One. All days will commence at 8:30 and conclude at 14:30 with lunch. There will be two refreshment breaks at appropriate intervals.

Day Two – Thursday, 15 January 2009

Day One – Wednesday, 14 January 2009 Legal Due Diligence Introduction • What is “due diligence”? • Who needs to perform due diligence and why? • Which transactions require due diligence? Transactions Commonly Involving Due Diligence • Acquisitions/takeovers • Financings • Real estate conveyance • Long-term commercial contracts

Due Diligence Tasks • Document review • Other information gathering • Analysis and synthesis of information Sources Of Due Diligence Data • Target company • Government/public records • Third parties Due Diligence Process • Building an effective team • The due diligence checklist • Data room • Public records search

Key Issues In Legal Due Diligence • Corporate matters • Ownership of assets • Government licenses and permits • Liens and encumbrances • Pending and threatened litigation • Intellectual property matters • Environmental matters • Employees • Middle East local law issues

Case Study – Due Diligence Checklist

Introducing Your Expert Course Leader Herbert S. Wolfson is the Managing Partner of Emirates Law Network, an American law firm focusing on the United Arab Emirates and

neighbouring countries. He began his career as a securities lawyer in Washington in 1990 and went on to practice in Riyadh, New York, Abu Dhabi, Dubai and Philadelphia. He has more than 15 years of experience working in and with the Middle East. Herbert serves as lead counsel for multinational corporate clients in transactions in the UAE and neighbouring countries. He has provided expert testimony in US courts on commercial disputes governed under the UAE, Saudi Arabian and Egyptian legal systems. Herbert’s publications include a detailed analysis (accompanied by his own English translation) of UAE Federal Law No. 4 of 2000, which established the Emirates Securities and Commodities Authority. He has a degree in law Magna cum Laude, as well as an undergraduate degree and a Master’s degree in Arabic, all from the University of Pennsylvania. In 2003, Herbert was the lead drafter for a new contract law for the Government of Afghanistan.

Who Should Attend? This course is specifically designed for corporate executives from organisations with an interest in exploring corporate financial investments: • Chairmen, Chief Executive Officers, Managing Directors, General Managers • Property Investors, Managers • Corporate Finance Directors and Managers, Financial Directors, Chief Accountants and Controllers, Chief Finance Officers • Corporate Development Directors and Managers, Development Directors and Managers, Strategic Planning Managers, Business Development Managers • Heads of Mergers and Acquisitions, Valuation Directors and Managers, Directors of Legal Services and Lawyers, Legal Councils

Forthcoming Relevant Events BC2732 Corporate Valuation 9 – 13 November 2008 www.iirme.com/valuation BC2768 Contract Drafting for Non-Lawyers 16 – 20 November 2008 www.iirme.com/contractdraft BC2874 Mergers & Acquisitions 23 – 24 November 2008 www.iirme.com/manda For more information on any of the above events please contact us on Tel: 971-4-3352483 or email: [email protected]

Tel: 971-4-3352437 Fax: 971-4-3352438 Email: [email protected] Web: www.iirme.com/duediligence

Due Diligence

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11 – 15 January 2009 • Grand Millennium Hotel, Dubai, UAE

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FIVE EASY WAYS TO REGISTER 971-4-3352437

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GCS/IIR Holdings Ltd.

PO Box 21743, Dubai, UAE

P O Box 13977, Muharraq, Kingdom of Bahrain

www.iirme.com/duediligence For further information and Group Discounts contact 971-4-3352483 or email: [email protected] If you have eight or more delegates who need this training, contact IIR In-House on 971-4-3352439 or [email protected]

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Yes, I want to register for: Event Dates

Price before 26 October 2008

Price between 26 October and 23 November 2008

Price after 23 November 2008

US$ 4,250 (Save US$ 2,140)

US$ 4,550 (Save US$ 1,840)

US$ 4,750 (Save US$ 1,640)

Financial And Commercial (3 days) 11 – 13 January 2009 Due Diligence

US$ 3,195 (Save US$ 300)

US$ 3,395 (Save US$ 100)

US$ 3,495

Legal Due Diligence (2 days) 14 – 15 January 2009

US$ 2,695 (Save US$ 200)

US$ 2,795 (Save US$ 100)

US$ 2,895

Book the entire event (5 days) 11 – 15 January 2009

Course fees include documentation, luncheon and refreshments. Delegates who attend all sessions will receive a Certificate of Attendance.

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Grand Millennium Hotel, Dubai, UAE Tel: 971-4-4299999

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