Professional Documents
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Due Diligence
Intelligence For Successful Transactions
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
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
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.
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
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.
www.iirme.com/duediligence
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