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Organised By

Including Essential Insights From


KPMG’s Latest Market Survey

Due Diligence
Intelligence For Successful Transactions

Two highly informative courses to help you


make successful investment decisions
31 May – 4 June 2008
Course I
Villa Rotana Suites, Dubai, UAE
Financial And Commercial Due Diligence
Course II
Who should attend?
Legal Due Diligence This course is specifically designed for corporate
executives from organisations with an interest in
exploring corporate financial investments,
By Attending Our Due Diligence Course including:
You Will Learn How To: • Chairmen, Chief Executive Officers,
Managing Directors, General Managers
4 Analyse the legal, financial and/or commercial • Property Investors, Managers
aspects of an entity • Corporate Finance Directors/Managers,
4 Identify and overcome the most common due Financial Directors, Chief Accountants/
diligence pitfalls Controllers, Chief Finance Officers
4 Identify and verify worthwhile investment • Corporate Development Directors/Managers,
opportunities Development Directors/Managers, Strategic
4 Appraise the quality and reliability of information Planning Managers, Business Development
4 Minimise the risk to your company throughout Managers
investment deals • Heads of Mergers and Acquisitions, Valuation
4 Identify which transactions require due diligence Directors/Managers
4 Advise the board of directors on the risks and • Managers/Directors of Legal Services/Lawyers,
opportunities of a transaction Legal Councils

www.iirme.com/duediligence
Supported by:
Official Regional Recruitment Partner Official IT Partner Official Media Monitoring Partner
Due Diligence 31 May – 4 June 2008 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
Dear Senior Executive, December 2007 KPMG study, companies that completed a merger
were associated with an average 3.7 percent normalised stock
As corporate transactions involving mergers, acquisitions gain 12 months after a deal was announced. After 24 months,
and investments become more common in the Middle East, companies in the study were associated with an average 10.8%
professionals have witnessed an increase in the avoidable normalised stock gain. This means that the stock prices of the
risk businesses subject themselves to when carrying out acquirers performed 10.8% better than their industry peers.
corporate finance transactions. In today’s increasingly
cluttered and competitive environment, it is essential to your
business’s future that you develop your ability to adequately
scrutinise financial and material facts. At IIR’s Due Diligence
course, you will do just that.

As you know, due diligence is essentially the art of


investigating the details of a particular investment from both
the buy and sell sides. This includes the particularly
painstaking tasks of measuring intangible assets, examining
operations and management and verifying material and
financial facts.

Managing to do all of the above correctly is of utmost


importance in maximising your benefit in mergers,
acquisitions and investment. To do so, you must carry out
investigations methodically and scrupulously with an This compares to a 2005 survey which identified that only 31% of
up-to-date knowledge of assessment techniques. deals actually added value for the shareholders. (Source: KPMG
surveys) Management’s challenge is to beat the market odds and
In order to help you achieve this, Due Diligence has execute deals that deliver the value investors demand – IIR’s Due
been structured as an interactive and fast-paced course. You Diligence course will introduce you to the skills that help you make
will discover that an integrated approach to investigations successful transactions
is crucial to ensure that critical areas that could expose your
A due diligence engagement describes the analysis of the legal,
company to massive financial risk are not overlooked.
financial and/or commercial aspects of an entity usually in
connection with a proposed transaction that would result in a
Develop a unified, integrated defense against bad significant change in the ownership or capital structure of the target
investments by combining the financial, legal and entity.
commercial facets of due diligence by registering for this
highly acclaimed two-course package. 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
Do not risk your investment or accept incorrectly valued
phase. A due diligence report will address the dynamics of the
investments by not fully understanding the latest techniques in business including: identifying deal breakers, critical success
the critical due diligence process. Learn to effectively verify, factors, Key Performance Indicators, industry trends, management
evaluate and maintain your edge by registering today. and personnel issues, information on products, customers,
competition, marketing, sales, research and distribution, taxation
Andrew, Herbert and I look forward to meeting you in and ownership and legal issues.
May.
The process of gathering data, checking, investigating and verifying
requires experience and judgment to know when, where and how
Kind regards, 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.

Keith Parker Moreover, the increasing popularity of auctions has changed the
Conference Manager 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
P.S. Book both courses for a complete, well-rounded being paid and whether you are a corporate buyer or a private
Due Diligence expertise and US$ 2,140 discount! equity house, a more professional deal approach is required;
including the appropriate level of due diligence.

Web: www.iirme.com/duediligence Web: www.iirme.com/duediligence


Course I – Financial And Commercial Due Diligence 31 May – 4 June 2008

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 – Saturday, 31 May 2008 Presenting The Findings To The Board Of Day Three – Monday, 2 June 2008
Directors
Financial And Commercial Due • Developing the contents of a due diligence Practical Due Diligence Investigation
Diligence report with emphasis on key negotiation
and integration matters The objective of Day Three is to reinforce
Introduction the skills learned on Day Two by applying
• Definitions Basic Valuation Techniques them to a case study, based upon a real life
• Types of due diligence • Corporate valuation techniques will be example. It has been designed to enable you
introduced and the relationship between to gain practical experience in performing
The Transaction Process due diligence and valuation explored a due diligence investigation as part of an
• Enquiry management and determining the integrated team.
scope Driving For Post Deal Success
• Initial value assessment • Understand what acquirers are doing to • Plan and carry out a focused due
• Pre-bid and data room investigations enhance value from their acquisitions and diligence engagement which meets the
• Full access what challenges they face in taking control board of directors’ needs and is in
• Completion and reporting of the target business. accordance with a standard approach
• Consider the subtle differences between • Perform effective fact finding and analysis
Financial Due Diligence the approaches of European acquirers, work and interpret the results to support
• Accounting policies who appear to be more successful robust conclusions and advice
• Analysing information in a limited and full compared with those in the Americas and • Appreciate the risks inherent in due
access situation Asia diligence work and discover how these
• Forecasts and projections risks should be managed
• Sensitivity and trend analysis What Can Corporate Acquirers Learn From
Private Equity Objectives are met by forming multi-skilled
Commercial Due Diligence • A great deal of attention has focused in teams to work through the financial and
• Business analysis models recent years on private equity firms commercial stages of a due diligence
• Strategic business objectives snapping up assets and turning them investigation.
• Core business processes around in double quick time for a
handsome return. As corporate activity The additional benefits of this approach are
Support processes continues to pick up, it is important to that you will:
ask what corporate acquirers can learn • Consider the depth and breadth of the
from private equity’s positive performance investigation
Day Two – Sunday, 1 June 2008 • Realise the importance of a coordinated,
Benchmarking Merger And Acquisition multi-skilled approach
Best Practice Topics To Enhance Your Teams • Compare and challenge the evaluation
Due Diligence Success • Exploring the secrets of successful teams and conclusion of other teams
and how you can learn from
During day two you will focus on the skills benchmarking your team’s approach and Review of course one and action planning
necessary for presenting your findings to the skills against the industry
Board of Directors and cover several topics
which will help you enhance the effectiveness
of your due diligence process.

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 31 May – 4 June 2008

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 – Tuesday, 3 June 2008 Due Diligence Process Introducing Your Expert Course
• Building an effective team Leader
Introduction • The due diligence checklist
• What is “due diligence”? • Data room Herbert S. Wolfson is the Managing Partner
• Public records search of Emirates Law Network, an American law
• Who needs to perform due diligence and
firm focusing on the United Arab Emirates and
why?
neighboring countries. He began his career
• Which transactions require due diligence? as a securities lawyer in Washington in 1990
Day Two – Wednesday, 4 June 2008
and went on to practice in Riyadh, New York,
Transactions Commonly Involving Due Abu Dhabi, Dubai and Philadelphia. He has
Diligence Key Issues In Legal Due Diligence
more than 15 years of experience working in
• Acquisitions/takeovers • Corporate matters and with the Middle East. Herbert serves as
• Financings • Ownership of assets lead counsel for multinational corporate clients
• Real estate conveyance • Government licenses and permits in transactions in the UAE and neighboring
• Long-term commercial contracts • Liens and encumbrances countries. He has provided expert testimony in
• Pending and threatened litigation US courts on commercial disputes governed
• Intellectual property matters under the UAE, Saudi Arabian and Egyptian
Due Diligence Tasks
• Environmental matters legal systems. Herbert’s publications include
• Document review
• Employees a detailed analysis (accompanied by his own
• Other information gathering English translation) of UAE Federal Law No.
• Analysis and synthesis of information • Middle East local law issues
4 of 2000, which established the Emirates
Securities and Commodities Authority. He has
Sources Of Due Diligence Data Case Study – Due Diligence Checklist
a degree in law Magna cum Laude, as well
• Target company as an undergraduate degree and a Master’s
• Government/public records degree in Arabic, all from the University of
• Third parties Pennsylvania. In 2003, Herbert was the lead
drafter for a new contract law for the
Government of Afghanistan.

Forthcoming Relevant Events


Hear What Delegates Have Said About
Our Previous Course: BC2594 Essential Finance And Accounting Skills
18 – 22 May 2008
www.iirme.com/essfinance
“An extremely interesting course, presented by a very able tutor who
 
would enhance most individuals’ development” BC2634 Strategic Risk Management
Manuar Hashim, Financial Planning Manager, PMDC 8 – 12 June 2008
  www.iirme.com/srm
“I think all key people in investment companies should take this
course” BC2621 Mergers And Acquisitions
Mubarak Al Hajen, Vice President HR, ADIC 15 – 19 June 2008
www.iirme.com/mergers
“A process-driven approach to due diligence” For more information on any of the above events please contact us on
Abdulrazaq Al Abdulkarim, Specialist, Saudi Financial Market
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


IIR Middle East certified by

Due Diligence
31 May – 4 June 2008 • Villa Rotana Suites, 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 BC2692
Yes, I want to register for:

Event Dates Price before Price between Price after


23 March 2008 23 March and 20 April 2008 20 April 2008
Book for the entire event 31 May – 4 June 2008 US$ 4,250 US$ 4,550 US$ US$ 4,750
(Save US$ 2,140) (Save US$ 1,840) (Save US$ 1,640)
Course I – Financial And Commercial 31 May – 2 June 2008 US$ 3,195 US$ 3,395 US$ 3,495
Due Diligence (3 Days) (Save US$ 300) (Save US$ 100)
Course II – Legal Due Diligence (2 Days)
3 – 4 June 2008 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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A confirmation letter and invoice will be sent upon receipt of your registration. Please note If you are unable to attend, a substitute Event Venue
that full payment must be received prior to the event. Only those delegates whose fees have delegate will be welcome in your place. If this
Villa Rotana Suites, Dubai, UAE
been paid in full will be admitted to the event. You can pay by company cheques or bankers is not suitable, a US$ 200 service charge will
be payable. Registrations cancelled less than Tel: 971-4-3216111
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 seven days before the event must be paid in
clearing charges. All payments should be made in favour of IIR Holdings Ltd. full. Accommodation Details
We highly recommend you secure your room
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possible. Visas for non-GCC nationals may take
several weeks to process. Tel: 971-4-4072693
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venue and/or speakers.

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