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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: “A lot of info, practical
• Appraise the quality and reliability of information
• Identify and verify worthwhile investment opportunities
info, was given in a short
• Analyse the financial and commercial aspects of an entity 5 days, which makes the
• Identify and overcome the most common due diligence pitfalls 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
Introduction
Dear Senior Executive,
Although there has been some press concerning the fact that mergers
may not result in any value creation, recent studies lead to a
I’m proud to invite you to our annual, highly recognised and
significantly more positive conclusion. According to the results of a
beneficial Due Diligence courses with our renowned course leaders, December 2007 KPMG study, companies that completed a merger
Andrew Robinson and Herb Wolfson. By attending this two-part were associated with an average 3.7 percent normalised stock
event, you will not only gain the essential tools you need to control gain 12 months after a deal was announced. After 24 months,
companies in the study were associated with an average 10.8%
even the most complex of deals, but also gain insight into newly
normalised stock gain. This means that the stock prices of the
developed due diligence strategy. acquirers performed 10.8% better than their industry peers.

In our Middle East investment environment, the importance of due This compares to a 2005 survey which identified that only 31%
of deals actually added value for the shareholders (Source: KPMG
diligence has reached new heights. In order to effectively minimise surveys). Management’s challenge is to beat the market odds and
risks and increase profits from your mergers, acquisitions and execute deals that deliver the value investors demand – IIR’s Due
investments, you must take advantage of the latest tools, techniques Diligence courses will introduce you to the skills that help you make
successful transactions.
and strategies available to leaders in due diligence.

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
A due diligence engagement describes the analysis of the legal,
Qatar Petrochemical Industries, Qatar financial and/or commercial aspects of an entity usually in
connection with a proposed transaction that would result in a
Do not ruin your investment or accept incorrectly valued significant change in the ownership or capital structure of the target
entity.
investments by not fully understanding the latest technique in the
critical due diligence process. Furthermore, you can develop a The objective of a due diligence engagement is to advise the board
unified, integrated defense against bad investments by combining of directors how the risks and opportunities of a contemplated
transaction should be dealt with in the negotiation or the integration
the financial, legal and commercial facets of due diligence by
phase. A due diligence report will address the dynamics of the
registering for this highly acclaimed two-course package today. business including: identifying deal breakers, critical success factors,
key performance indicators, industry trends, management and
I look forward to meeting you in January. personnel issues, information on products, customers, competition,
marketing, sales, research and distribution, taxation and ownership
and legal issues.
Kind regards,
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
Keith Parker identify and verify worthwhile investment opportunities.
Conference Manager
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
P.S. Take part in valuable, exclusive case which is available to acquirers before close. Higher premiums are
being paid and whether you are a corporate buyer or a private
study analyses from the Middle East equity house, a more professional deal approach is required;
and best practice from the west! including the appropriate level of due diligence.

Web: www.iirme.com/duediligence 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 Best Practice Topics To Enhance Practical Due Diligence
Diligence Your Due Diligence Success Investigation
Introduction During Day Two you will focus on the skills The objective of Day Three is to reinforce
• Definitions necessary for presenting your findings to the the skills learned on Day Two by applying
• Types of due diligence Board of Directors and cover several topics them to a case study, based upon a real life
which will help you enhance the effectiveness example. It has been designed to enable you
The Transaction Process of your due diligence process. to gain practical experience in performing
• Enquiry management and determining the a due diligence investigation as part of an
scope Presenting The Findings To The Board Of integrated team.
• Initial value assessment Directors
• Pre-bid and data room investigations • Developing the contents of a due diligence • Plan and carry out a focused due
• Full access report with emphasis on key negotiation diligence engagement which meets the
• Completion and reporting and integration matters Board of Directors’ needs and is in
accordance with a standard approach
Financial Due Diligence Basic Valuation Techniques • Perform effective fact finding and analysis
• Accounting policies • Corporate valuation techniques and the work and interpret the results to support
• Analysing information in a limited and full relationship between due diligence and robust conclusions and advice
access situation valuation explored • Appreciate the risks inherent in due
• Forecasts and projections diligence work and discover how these
• Sensitivity and trend analysis Driving For Post Deal Success risks should be managed
• Understand what acquirers are doing to
Commercial Due Diligence enhance value from their acquisitions and Objectives are met by forming multi-skilled
• Business analysis models what challenges they face in taking control teams to work through the financial and
• Strategic business objectives of the target business commercial stages of a due diligence
• Core business processes • Consider the subtle differences between investigation.
the approaches of European acquirers,
Support Processes who appear to be more successful The additional benefits of this approach are
compared with those in the Americas and that you will:
Asia • Consider the depth and breadth of the
investigation
What Can Corporate Acquirers Learn From • Realise the importance of a coordinated,
Private Equity? multi-skilled approach
• A great deal of attention has focused in • Compare and challenge the evaluation
recent years on private equity firms and conclusion of other teams
snapping up assets and turning them
around in double quick time for a Review Of Course One And Action Planning
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

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: register@iirme.com 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 One – Wednesday, 14 January 2009 Day Two – Thursday, 15 January 2009
Key Issues In Legal Due Diligence
Legal Due Diligence Due Diligence Tasks • Corporate matters
• Document review • Ownership of assets
Introduction • Other information gathering • Government licenses and permits
• What is “due diligence”? • Analysis and synthesis of information • Liens and encumbrances
• Who needs to perform due diligence and • Pending and threatened litigation
why? Sources Of Due Diligence Data • Intellectual property matters
• Which transactions require due diligence? • Target company • Environmental matters
• Government/public records • Employees
Transactions Commonly Involving Due • Third parties • Middle East local law issues
Diligence
• Acquisitions/takeovers Due Diligence Process Case Study – Due Diligence Checklist
• Financings • Building an effective team
• Real estate conveyance • The due diligence checklist
• Long-term commercial contracts • Data room
• Public records search

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: info@iirme.com

Tel: 971-4-3352437 Fax: 971-4-3352438 Email: register@iirme.com Web: www.iirme.com/duediligence


Due Diligence
IIR Middle East certified by

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


ISO 9001:2000

FIVE EASY WAYS TO REGISTER


971-4-3352437 971-4-3352438 register@iirme.com

IIR Holdings Ltd. 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: info@iirme.com

If you have eight or more delegates who need this training,


contact IIR In-House on 971-4-3352439 or inhouse@iirme.com WEB BC2875
Yes, I want to register for:

Event Dates Price before Price between Price after


26 October 2008 26 October and 23 November 2008 23 November 2008
Book the entire event (5 days) 11 – 15 January 2009 US$ 4,250 US$ 4,550 US$ 4,750
(Save US$ 2,140) (Save US$ 1,840) (Save US$ 1,640)
Financial And Commercial (3 days) 11 – 13 January 2009 US$ 3,195 US$ 3,395 US$ 3,495
Due Diligence (Save US$ 300) (Save US$ 100)
Legal Due Diligence (2 days) 14 – 15 January 2009 US$ 2,695 US$ 2,795 US$ 2,895
(Save US$ 200) (Save US$ 100)

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

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