Due Diligence In Turbulent Times

Updated for the 2009 environment! Extensive case studies and exercises!

Due Diligence In Turbulent Times Intelligence For Successful Transactions

31 May – 4 June 2009 Mövenpick Hotel, Dubai, UAE Course I

Course II

Financial And Commercial Due Diligence

Legal Due Diligence 3 – 4 June 2009

31 May – 2 June 2009 By Attending Our Financial And Commercial Due Diligence Course You Will Learn How To:

By Attending Our Legal 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

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

“A lot of info, practical info, was given in a short five days, which makes the course very attractive” Saeed Ahmad, Senior Investment Officer Islamic Corporation for the Development of the Private Sector, KSA

Organised By

Official Regional Recruitment Partner

www.iirme.com/duediligence

Due Diligence 31 May – 2 June 2009 Dear Senior Executive, In our difficult economic 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. To enable you to achieve proper due diligence, I’m proud to introduce our annual, highly recognised and beneficial Due Diligence course 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. At the highly anticipated Due Diligence course, you will find a powerful array of enabling knowledge that will help you investigate your activities with confidence. While businesses have always hoped to develop their due diligence ability, new techniques and tools have made this much more feasible. In the first part of this course, you will explore Financial Due Diligence with a commercially driven perspective. Over the following two days, Legal Due Diligence will enable you to execute your operation with lawful sureness.

Introduction Doing Deals in Tough Times Even in tough times companies will continue to carry out mergers and acquisitions (M&As). However, today’s difficult financial environment will put added pressure on companies (for their deals) to enhance shareholder value. Managers who are relying on new strategies will find themselves racing against the clock to prove that their value proposition is real and to satisfy the terms being enforced by lenders. In addition, the softer economic times will place more importance on faster implementation of revenue synergies and cost-reduction initiatives. Any deviations between actual results and the original forecasts will place increased scrutiny on a transaction’s economics. What this means for acquirers is that achieving success in today’s environment is both more important and more challenging. Since many companies have not historically been successful at creating shareholder value through M&As, management teams need to quickly focus on how to improve their M&A approach.



(Source: KPMG surveys)

The good news, however, is that there are still some companies that have proven how to continually succeed with M&As. Many of these companies share certain organisational characteristics – ranging from how they operate to how their teams are structured. These commonalities suggest there are a few specific measures an organisation can adopt to greatly improve its results.

By using the tools available to you at this year’s Due Diligence course, you will both advance your professional ability and enable yourself to contribute to a significantly positive change in the profits of your organisation.

KPMG’s recent study takes a closer look at these measures. It examines the most meaningful differences between the successful M&A teams and the rest of the market and focuses on understanding the practical side of these operational and organisational characteristics, so that any company can quickly implement these leading practices and increase its success rates.

At Due Diligence, you will not only gain the essential tools you need to control even the most complex of deals, you will also gain first-hand insight from KPGM’s latest market survey!

Management’s challenge is to beat the market odds and execute deals that deliver the value investors demand – IIR’s Due Diligence course will introduce you to the skills that help you make successful transactions even in tough times.

It’s easy to register. You can log on to our website at www.iirme. com/duediligence, send us an email ([email protected]), phone our registration hotline on +971-4-3352437 or fax your completed registration form to +971-4-3352438. I look forward to seeing you in May. Best regards,

Keith Parker Conference Manager

P.S. Back-to-back courses for all your due diligence needs in five interactive days… P.P.S. Reserve your place now for both courses to save over US$ 2,140! Tel: 971-4-3352437 Fax: 971-4-3352438

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 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. 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 course will equip you with the skills and knowledge to identify and verify worthwhile investment opportunities.

Web: www.iirme.com/duediligence

Course I – Financial And Commercial Due Diligence 31 May – 2 June 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, 31 May 2009

Introduction • Definitions • Types of due diligence

Doing Deals In Tough Times • Understand what successful 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

The Transaction Process • Enquiry management and determining the scope • Initial value assessment • Pre-bid and data room investigations • Full access • Completion and reporting

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

Financial Due Diligence • Accounting policies • Analysing information in a limited and full access situation • Forecasts and projections • Sensitivity and trend analysis

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

Financial And Commercial Due Diligence

Day Three – Tuesday, 2 June 2009

Commercial Due Diligence • Business analysis models • Strategic business objectives • Core business processes • Support processes

Day Two – Monday, 1 June 2009 Best Practice Topics To Enhance Your Due Diligence Success Focus on the skills necessary for presenting your findings to the board of directors and cover several topics which will help you to enhance the effectiveness of your due diligence process. 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

Practical Due Diligence Investigation Reinforce the skills learned on Day Two by applying these new skills to a case study, based upon a real life example. The case study will enable you to have practical experience in performing a due diligence investigation as part of an integrated team. • 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 assessment of 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

Introducing Your Expert Course Leader Andrew Robinson, FCA, AMCT has been a Resident Partner leading financial due diligence engagements in KPMG’s Dubai office since 1995. In this capacity he has led teams performing investigations on behalf of international and local companies in a variety of industries, including media, 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 qualified member of the Association of Corporate Treasurers in the UK as well as a Director of their Middle East Branch.

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

Course II – Legal Due Diligence 3 – 4 June 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 – Wednesday, 3 June 2009 Introduction • What is ‘legal due diligence’? • Who needs to perform legal 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

Day Two – Thursday, 4 June 2009 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.

“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, Kuwait

Forthcoming ForthcomingRelevant RelevantEvents Events BC2879 A1001 IFRS 6th Middle East IT Service Management 15Conference – 19 March 2009 www.iirme.com/ifrs 21 – 26 March 2009 www.iirme.com/itsm BC2925 Senior Executive Finance IT Manager BC2958 15Strategic – 19 March 2009 5 – 9 April, 2009 www.iirme.com/sef www.iirme.com/itmanager BC2931 Advanced Financial Statement Analysis BC2955 IT Project Management 29 March – 2 April 2009 12 – 16 April 2009 www.iirme.com/advfinance www.iirme.com/itproject For Formore moreinformation informationononany anyofofthe theabove aboveevents eventsplease please contact contactususononTel: Tel:971-4-3352483 971-4-3352483ororemail: email:[email protected] [email protected]

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

Due Diligence

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31 May – 4 June 2009 • Mövenpick Hotel, Dubai, UAE

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Book for the entire event 31 May – 4 June 2009



Course I – Financial And Commercial Due Diligence (3 Days)



Course II – Legal Due Diligence 3 – 4 June 2009 (2 Days)

31 May – 2 June 2009

Price before 22 March 2009

Price between 22 March and 12 April 2009

Price after 12 April 2009

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

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