Mergers & Acquisitions

Featuring Harvard Business School Case Studies!

Register for both courses and receive significant discounts!

Successfully Structuring, Implementing And Managing

Mergers & Acquisitions 14 – 18 June 2009 • JW Marriott Hotel, Dubai, UAE Course I:

Course II:

Full Cycle Valuation And Pricing

Fruitful Strategy, Financing And Deal Structure

q Learn to value and price acquisitions q Discover the components of a ‘cost of capital’

q Understand the key drivers of an M&A decision q Gain insight into how a deal is designed and

14 – 16 June 2009



calculation



methods

q Strategic M&A valuation using cash flow q Dissect elements of strategic due diligence

17 – 18 June 2009



negotiated

q Be able to evaluate M&A financing approaches q Manage post-merger integration

Programme Director: Waseem Anwer Managing Director Chicago Capital Group USA The Institute of Finance

Who Should Attend?

The Institute of Finance provides specialist high level training courses for senior finance professionals. The focus is on the strategic application of skills and knowledge to enhance the performance of individuals and organisations.

This training programme is specifically designed for executives and owners who are interested in exploring mergers and acquisitions (M&As) as a tool to execute the company’s growth strategy, as well as for bankers and advisors.

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Tel: 971-4-3352437 Email: [email protected] Fax: 971-4-3352438 Web: www.ifme.ae/mergers

Successfully Structuring, Implementing And Managing Mergers & Acquisitions Programme Director

Programme Objectives

Programme Timings

Waseem Anwer is Managing Director of Chicago Capital Group, a New York based management consulting and corporate finance advisory firm. He advises companies on issues in finance, strategy and governance to enhance shareholder value.

Mergers and acquisitions (M&As) can be a very effective element of a company’s strategy to pursue competitive advantage and create value. The majority of M&As executed, however, do not create value. Clearly, it is no simple road to success. M&As are complex and difficult to structure, implement and manage successfully. This programme will help you gain insights into how this very important strategic tool can be utilised effectively. You will gain an in-depth understanding of the valuation and financing aspects of the transaction to ensure that it passes the shareholder value test. The programme will focus on the following:

Registration will begin at 8.00 on Day one of each course. The programme will commence at 8.30 each day and conclude at 14.30 when lunch will be served. There will be two refreshment breaks at appropriate intervals.

Waseem has advised corporate clients on corporate restructurings, investment planning and valuations, capital structure and financial policy, real estate investments, organisation structure, value-based management and executive compensation. He has worked with private and public companies with diverse business cultures in both developed and emerging economies in North and South America, and in the Middle East. Waseem has also been a frequent speaker at universities, seminars and conferences. Previously, Waseem was a Vice President with Stern Stewart & Co, a global advisory firm specialising in corporate finance advisory, shareholder value management and corporate governance issues, in New York. He was also with Hewlett-Packard Company in Boston for five years. Waseem holds an MBA, specialising in analytical finance, from the University of Chicago. He also has an MS in computer engineering from Syracuse University and a bachelor’s degree in electrical engineering.

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• Motivations for M&As • Strategic considerations • Valuation approaches and analysis • Cost of capital • Acquisition pricing • Deal design • Financing options • Governance • Negotiations • Post-merger integration

Programme Methodology This five day training programme includes a mix of theory and hands-on practice using case studies from Harvard Business School. Delegates are expected to prepare for the case studies outside the classroom and engage in case-study discussion in the classroom throughout the programme.

Continuing Professional Education If you are a CPA you will earn 33 CPE credits upon completion of this course

Institute For International Research (IIR) is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Nashville, TN, 37219-2417, website: www.nasba.org

Tel: 971-4-3352437 Email: [email protected] Fax: 971-4-3352438 Web: www.ifme.ae/mergers

Course I

Full Cycle Valuation And Pricing Day One

Day Two

Day Three

Motivations For Mergers And The Role Of Strategy • Synergies • Diversification • Creating competitive advantage • Bad motives for M&As • Origination of transaction proposals

M&A Process • Relationship between risk and return • Types of risk and role of diversification • Types of cost of capital • Components of a cost of capital calculation • International cost of capital framework • Private company issues

M&A Valuation Using Multiples • Commonly used multiple approaches • Use of multiples in markets with scarce data availability • Adjusting multiples to account for differences with comparables (e.g. comparables from a different country)

Sunday, 14 June 2009

Monday, 15 June 2009

M&A Valuation Using Cash Flow Methods • Enterprise versus equity valuation • Adjusted Present Value (APV) method • Elements of strategic due diligence • Measuring cash flows • Value drivers and forecasting • Forecasting horizon and terminal values • Defining and valuing synergies

Tuesday, 16 June 2009

Pricing Acquisitions • Control premium • Illiquidity discount • A framework to adjust valuation for control and illiquidity Financing • Form of payment • Advantages and disadvantages of cash or stock offers • Assessing financing aspects

Course II

Fruitful Strategy, Financing And Deal Structure Day One

Day Two

Leveraged Buyouts (LBO) • Sources of value and risks, in an LBO and management buyout (MBO) • Discipline imposed by leveraged financing • Impact on governance • Prerequisites for an LBO

Negotiating The Deal • Behavioural finance • Preparation for a negotiation

Wednesday, 17 June 2009

Deal Design • Deal as a system • Interdependencies between components of a transaction • Terms of exchange • Contingent payments

“An excellent course that improves our capabilities in M&A.” Ra’fat Al-Jallad Investment Dept. Manager, Paltel Group

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Thursday, 18 June 2009

Post-Merger Integration • Managing the post merger process Harvard Business School Case Studies Covered in Both Courses (Final Selection Subject To Change) • ‘Cooper Industries, Inc.’ The Executive President of a major industrial company must decide 1) whether to acquire a small hand tool company and, if so, 2) the value and form that the acquisition package should take. • ‘Concordia Electronic Systems Test.’ The management of an electronics company is attempting to decide whether to use a single hurdle rate for all projects or to move to a system of different hurdle rates for each of its two divisions.

• ‘Newell Co.: Acquisition Strategy.’ Newell is a $1.5 billion manufacturer and distributor of low-tech home and hardware products, geared to serve volume purchasers. In 1992, Newell is considering two approaches to expand its current product line with the acquisitions of Sanford Corp., a $140 million manufacturer and marketer of writing instruments and office supplies, and Levolor, a $180 million manufacturer of window blinds. The case focuses on Newell’s enduring corporate strategy as a guide for selecting appropriate acquisitions to grow the company. • ‘Pinkerton (A).’ A California based security guard firm considers the acquisition of another security guard company. The value of the target firm and the financing of the acquisition are the key issues.

Tel: 971-4-3352437 Email: [email protected] Fax: 971-4-3352438 Web: www.ifme.ae/mergers

Please complete and return to: Institute of Finance, PO Box 21743, Dubai, United Arab Emirates Please do not remove this label

Successfully Structuring, Implementing And Managing

Mergers & Acquisitions

BC3037

14 – 18 June 2009

JW Marriott Hotel, Dubai, UAE

For further information and Group Discounts contact +971-4-3352483 or email: [email protected]

5 WAYS TO REGISTER 971-4-3352437

Hotel & Accommodation Details

[email protected]

971-4-3352438

JW Marriott Hotel, Dubai, UAE Tel: 971-4-2624444

IIR Holdings Ltd.

GCS/IIR Holdings Ltd.

PO Box 21743, Dubai, UAE

P O Box 13977, Muharraq, Kingdom of Bahrain

We highly recommend you secure your room reservation at the earliest to avoid last minute inconvenience. You can contact the IIR Hospitality Desk for required assistance on: Tel: 971-4-4072693 Fax: 971-4-4072517 Email: [email protected]

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Please Photocopy This Form To Register More Delegates

Event Dates

Price before 5 April 2009

Price between 5 April and 3 May 2009

Price after 3 May 2009

US$ 4,250 Total Saving US$ 2,140

US$ 4,550 Total Saving US$ 1,840

US$ 4,750 Total Saving US$ 1,640



Book the entire event 14 – 18 June 2009



Course I - Full Cycle Valuation And Pricing (3 Days)

14 – 16 June 2009

US$ US$ 3,195 (Save US$ 300)

US$ 3,395 (Save US$ 100)

US$ 3,495



Course II - Fruitful Strategy, Financing 17 – 18 June 2009 And Deal Structure (2 Days)

US$ 2,695 (Save US$ 200)

US$ 2,795 (Save US$ 100)

US$ 2,895

Payments

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A confirmation letter and invoice will be sent upon receipt of your registration. Please note that full payment must be received prior to the start date of the course. You can pay by company cheques or bankers draft in Dirhams or US$. Please note that all US$ cheques and drafts should be drawn on a New York bank and an extra amount of US$ 6 per payment should be added to cover bank clearing charges. All payments should be made in favour of IIR Holdings Ltd.

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Delegates requiring visas should contact the hotel they wish to stay at directly, as soon as possible. Visas for non-GCC nationals may take several weeks to process. Due to unforeseen circumstances, the programme may change and IIR reserves the right to alter the venue and/or speakers.

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Cancellation If you are unable to attend, a substitute delegate will be very welcome in your place. If this is not suitable, a US$ 200 service charge will be payable. Registrations cancelled less than seven days before the event must be paid in full.

www.ifme.ae/mergers