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DEALMAKERS’ GALA DINNER
KEYNOTE ADDRESSES
FEATURING
Agrium Inc.
Anthem Properties
Bennett Jones LLP
Blake, Cassels & Grayd...
•	 Presidents, CEOs, COOs
•	 CFOs and Controllers
•	 Chief Development Officers
•	 In-house Counsel
•	 Valuators
•	 Senior...
8:15 Registration and Continental Breakfast
8:45 Welcoming Remarks from Insight Information
8:50
Co-Chairs’ Opening Remark...
12:00 Networking Luncheon
12:45	 Keynote Luncheon Address
M&A Issues Confronting the
Competition Bureau
Paul Collins
Senio...
9:30
Creative Financing Structures: Emerging Trends
in MA Financing Markets
Scott A. Keyworth
Managing Director, Mergers  ...
GIED HERMSEN
PHONE: 1-866-456-2020 ext. 6448;
416 642-6131 FAX: 1-800-454-0031
[ ] Yes! Please register the following dele...
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8th Advanced MERGERS & ACQUISITIONS Conference

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Featuring an unparalleled faculty and exceptional case studies, attendees will gain ideas for employing a wide array of tactics that are necessary for executing deals domestically and globally. Corporate executives from Agrium, Teck Resources and Canfor Corporation will provide first-hand perspectives on deals they were involved in; prominent legal experts will discuss how the different rulings in Lions Gate Entertainment, Pulse Data and Neo Material Technologies may affect future M&A transactions; and leading investors and investment bankers will share insights into trends emerging as M&A deal activity picks up.

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  1. 1. DEALMAKERS’ GALA DINNER KEYNOTE ADDRESSES FEATURING Agrium Inc. Anthem Properties Bennett Jones LLP Blake, Cassels & Graydon LLP Borden Ladner Gervais LLP Bull, Housser & Tupper LLP Canfor Corporation CIBC World Markets Inc. Competition Bureau Farris, Vaughan, Wills & Murphy LLP Goldman Sachs Canada Inc. GWL Realty Advisors HSBC Capital (Canada) Inc. Lang Michener LLP Lawson Lundell LLP McCarthy Tétrault LLP Osler, Hoskin & Harcourt LLP RBC Capital Markets Scotia Waterous Stern Partners Inc. Stikeman Elliott LLP TD Securities Inc. Teck Resources Limited The Balloch Group The Jim Pattison Group The Laurel Hill Advisory Group Toronto Stock Exchange Tricor Pacific Capital, Inc. Marketing Partners Media Partner Bronze Sponsor Copper Sponsor 8th Advanced MERGERS & ACQUISITIONS Leading Players – Innovative Strategies Domestic • Cross-Border • International December 6 – 7, 2010 | Four Seasons Hotel | Vancouver Enroll Today! CALL 1-866-456-2020 EXT. 6448; 416 642-6131 OR FAX 1-800-454-0031 Approved by the Law Society of British Columbia and the Law Society of Saskatchewan What They Don’t Teach You at Business School: Lessons from the Front Lines of Cross Cultural Negotiating Howard Balloch, President & Founding Partner The Balloch Group (Beijing), Former Ambassador to China M&A Issues Confronting the Competition Bureau Paul Collins, Senior Deputy Commissioner, Mergers Branch Competition Bureau Shareholder Votes on M&A Transactions: Stock Exchange Requirements Kerry D. Krochak, Manager, Listed Issuer Services, Toronto Stock Exchange PROGRAM CO-CHAIRS John H. Kousinioris Bennett Jones LLP Andrew J. McLeod Blake, Cassels & Graydon LLP
  2. 2. • Presidents, CEOs, COOs • CFOs and Controllers • Chief Development Officers • In-house Counsel • Valuators • Senior Business Advisors • Vice Presidents, Directors and Managers of: – Business Development – Mergers & Acquisitions – Finance & Administration • Government and Regulatory Representatives • Investment Bankers • Lawyers practicing in: – Corporate Finance – M&A – Securities • Business and Investment Analysts Dear Colleague: There are many M&A conferences but what makes Insight Information’s annual event stand out above the rest is the high level of discussion that takes place between the delegates and the speakers and the practical nature of the presentations from key industry participants. If your deal team is looking to acquire expertise from those who know how and when to employ the right tactics, you will not want to miss this event. Featuring an unparalleled faculty and exceptional case studies, attendees will gain ideas for employing a wide array of tactics that are necessary for executing deals domestically and globally. Corporate executives from Agrium, Teck Resources and Canfor Corporation will provide first-hand perspectives on deals they were involved in; prominent legal experts will discuss how the different rulings in Lions Gate Entertainment, Pulse Data and Neo Material Technologies may affect future M&A transactions; and leading investors and investment bankers will share insights into trends emerging as M&A deal activity picks up. Our keynote luncheon speakers, Paul Collins, Competition Bureau and Kerry Krochak, Toronto Stock Exchange, will highlight initiatives and regulatory responses to current issues. To enhance your networking and learning experience, Howard Balloch, former Ambassador to China and Founding Partner of The Balloch Group (Beijing) will address the complexities of cross cultural negotiating at the inaugural Dealmakers’ Dinner on Monday evening, December 6th. We are confident that you will find this conference program and the networking opportunities it will afford to be an excellent investment of your time. We look forward to seeing you in December. Yours truly, John H. Kousinioris Partner, Bennett Jones LLP (Calgary) Andrew J. McLeod Partner, Blake, Cassels & Graydon LLP (Vancouver) CLE Accreditation This conference has been approved by the Law Society of British Columbia and the Law Society of Saskatchewan for 12.5 hours. INAUGURAL Dealmakers’ GALA DINNER – SPONSORSHIP OPPORTUNITIES Who Should Attend Book your table now! Introduce your clients to prominent dealmakers by entertaining them at your sponsored table for eight (8) at the reception and dealmakers’ dinner on the first night. In addition to networking and making deals, your clients will have the opportunity to gain insights into the complexities of foreign deals from our distinguished guest speaker, Howard Balloch, former Ambassador to China and founder of The Balloch Group. Please contact Kevin Jeanjacques at 416.642.6130 or kjeanjacques@alm.com to book your table now! Table Sponsors Table 2 Table 4 Table 1
  3. 3. 8:15 Registration and Continental Breakfast 8:45 Welcoming Remarks from Insight Information 8:50 Co-Chairs’ Opening Remarks John H. Kousinioris Partner, Bennett Jones LLP (Calgary) Andrew J. McLeod Partner, Blake, Cassels & Graydon LLP (Vancouver) 9:00 State of the Markets: An Investment Banker’s Perspective on Trends in M&A, Capital Markets and Valuations David Bustos Managing Director & Regional Head, British Columbia RBC Capital Markets • Looking back at 2010, what can we learn from what has happened? • Factors driving the current capital markets • How have M&A markets been affected – domestic, cross-border, global? • Business valuations – where are they now, where are they headed? • Looking forward, the outlook for further activity • Finding opportunity when the market recovers 9:45 The Intersection of Director Fiduciary Duties with Securities Law/Policy: Lions Gate vs. Neo & Pulse Data Lions Gate Entertainment Mark Gelowitz Partner, Osler, Hoskin & Harcourt LLP (Toronto) Pulse Data Marion V. Shaw Partner, Bull, Housser & Tupper LLP Neo Material Technologies Inc. David Weinberger Partner, Stikeman Elliott LLP (Toronto) • Practical impact of changes to the formulation of fiduciary duties on M&A transactions • Major developments in the application of poison pills/ ”just say no” defences • How will the different rulings in these cases affect future M&A transactions? 10:40 Networking Coffee Break 11:00 National and Regional Update State of the Art Deals: New Developments in Negotiating Positions Richard J. Balfour Partner, McCarthy Tétrault LLP John H. Kousinioris Partner, Bennett Jones LLP (Calgary) What new terms are being negotiated in friendly deals across Canada? Do the terms differ when broken down by region and/or industry? This panel will look at recent deals and examine trends in break-fee arrangements, no-shop clauses and matching rights, and other terms being negotiated. In addition, the speakers will systematically canvas updates on terms now being used nationally, and highlight those that are especially useful in industries in Western Canada. Matthew W. Abbott Paul, Weiss, Rifkind, Wharton & Garrison LLP (New York) Richard J. Balfour McCarthy Tétrault LLP Howard Balloch The Balloch Group (Beijing) and Former Ambassador to China William Briscoe GWL Realty Advisors (Toronto) David Bustos RBC Capital Markets David M. Calabrigo Canfor Corporation Eric Carlson Anthem Properties Paul Collins Competition Bureau (Ottawa) Neil de Gelder Stern Partners Inc. Mark Gelowitz Osler, Hoskin & Harcourt LLP (Toronto) Luke Gordon Goldman Sachs Canada Inc. (Toronto) Elizabeth J. Harrison, Q.C. Farris, Vaughan, Wills & Murphy LLP Scott A. Keyworth CIBC World Markets Inc. (Toronto) Michael J. Korenberg The Jim Pattison Group John H. Kousinioris Bennett Jones LLP (Calgary) Kerry D. Krochak Toronto Stock Exchange (Calgary) Jill D. Leversage TD Securities Inc. Valerie C. Mann Lawson Lundell LLP Mark A. Morrison Blake, Cassels & Graydon LLP (Calgary) David F. Mullen HSBC Capital (Canada) Inc. Leslie A. O’Donoghue Agrium Inc. (Calgary) Fred R. Pletcher Borden Ladner Gervais LLP Drew Ross Scotia Waterous (Calgary) David J. Rowntree Tricor Pacific Capital, Inc. Peter C. Rozee Teck Resources Limited David Salmon The Laurel Hill Advisory Group Marion V. Shaw Bull, Housser & Tupper LLP Hellen L. Siwanowicz Lang Michener LLP (Toronto) David A. Spencer Bennett Jones LLP (Calgary) Ronald J. Vance Teck Resources Limited David Weinberger Stikeman Elliott LLP (Toronto) DISTINGUISHED FACULTY DECEMBER 6, 2010
  4. 4. 12:00 Networking Luncheon 12:45 Keynote Luncheon Address M&A Issues Confronting the Competition Bureau Paul Collins Senior Deputy Commissioner, Mergers Branch Competition Bureau (Ottawa) 1:30 The Importance of Anti-Corruption Due Diligence in International Deals Mark A. Morrison Partner, Blake, Cassels & Graydon LLP (Calgary) When acquiring a company, an acquirer may inadvertently inherit significant financial liability and reputational damage associated with a target company’s prior violations under anti-corruption legislation. In order to minimize this risk, anti-corruption due diligence is becoming an increasingly important part of M&A due diligence for international transactions. This session will address: • An overview of international anti-corruption legislation • Recent enforcement trends • The benefits of anti-corruption due diligence • How to conduct anti-corruption due diligence • Strategies for addressing corruption issues as part of deal points • Proactive compliance strategies 2:10 Going Private Transactions: Harder than it Looks Matthew W. Abbott Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP (New York) David A. Spencer Partner, Bennett Jones LLP (Calgary) • Strategic considerations • Cross-border issues • Pitfalls to avoid 3:00 Networking Refreshment Break 3:15 Hostile Takeover Bids: Lessons Learned Luke Gordon Vice President Goldman Sachs Canada Inc. (Toronto) Leslie A. O’Donoghue Chief Legal Officer and Senior Vice President, Business Development Agrium Inc. (Calgary) Fred R. Pletcher Partner Borden Ladner Gervais LLP • Hostile bids in the wake of the financial crisis – a domestic and global review • The changing role of shareholder approval • Bid structures and tactics • Defensive responses and tactics • Obtaining domestic approvals in cross-border bids • Switching gears quickly – when hostile turns friendly 4:15 Enforcing Commitments: Investment Canada Act Under Examination: (U.S. Steel Decision) Valerie C. Mann Partner, Lawson Lundell LLP • Compliance with undertakings • Use of administrative monetary penalties (AMP’s) • Future investment review implications 5:00 Conference Adjourns for the Day followed by Reception Dealmakers’ Dinner What They Don’t Teach You at Business School: Lessons from the Front Lines of Cross Cultural Negotiating KEYNOTE SPEAKER Howard Balloch President Founding Partner The Balloch Group (Beijing) Former Ambassador to China Howard Balloch is Canada’s former ambassador to Beijing and the founder of The Balloch Group, a financial advisory and merchant banking firm that puts foreign investors in touch with Chinese companies in need of financing. TBG provides financial advisory services and capital raising solutions and manages equity investments that integrate capital and advisory expertise. Now one of the five leading China-based boutique investment banks, ChinaVenture has selected TBG as the Top Boutique Investment Banking Firm in China in 2008 and 2009. With their deep knowledge of China, TBG team members have advised on deals in a range of sectors including alternative energy, automotive, consumer products, education, financial services, general industrial, healthcare, media/technology and natural resources, and serve clients from Europe, Asia and America. 8:00 Continental Breakfast 8:30 Disciplined Investing: What Attracts Private Capital? Neil de Gelder Executive Vice President Stern Partners Inc. David F. Mullen Chief Executive Officer Head of HSBC Private Equity North America HSBC Capital (Canada) Inc. David J. Rowntree Co-Founder Managing Director Tricor Pacific Capital, Inc. • Domestic or foreign? • Growth and returns potential • Valuation trends • Business risks/opportunities • Duration of investment hold • Industry orientation (Resource, Manufacturing, Retail, Distribution, other) • Investing vs. managing • Management participation – opportunities and pitfalls DECEMBER 7, 2010 NEW FOR 2010 – Dealmakers’ Dinner
  5. 5. 9:30 Creative Financing Structures: Emerging Trends in MA Financing Markets Scott A. Keyworth Managing Director, Mergers Acquisitions CIBC World Markets Inc. (Toronto) Jill D. Leversage Managing Director Investment Banking TD Securities Inc. What’s happening in each of the public and private debt markets? How deep are these markets? Who are the players? What’s happening to pricing and structure? The speakers will take a detailed look at the sources and different types of instruments including: • What’s happening in different markets: - The bank market – in Canada, in the U.S., globally? - Institutional markets - Investment grade markets - Non-investment grade markets • The evolution of a Canadian high-yield market • Update on U.S. high-yield market • The use of Convertible Debentures • Role of equity and the implications for the debt markets in MA • Bridging to equity – recent developments 10:20 Networking Coffee Break 10:40 Are Auctions Dead? Managing the Public Sale Process Effectively Elizabeth J. Harrison, Q.C. Partner, Farris, Vaughan, Wills Murphy LLP Drew Ross Managing Director Scotia Waterous (Calgary) • Execution timing • Steps • Issues and documentation required 11:20 Restructuring During the Credit Crunch: Teck’s Experience Moderator and Commentor: Hellen L. Siwanowicz Chair, Corporate Finance/Securities Law Group Lang Michener LLP (Toronto) Peter C. Rozee Senior Vice President, Commercial and Legal Affairs Teck Resources Limited Ronald J. Vance Senior Vice President, Corporate Development Teck Resources Limited By taking positive steps, Teck was able to withstand the credit crunch. In this session learn how management developed and stayed focused on a strategy for reducing the firm’s debt and refinancing the corporation so that they can now take advantage of opportunities in a recovering economy. 12:15 Networking Luncheon 1:00 Keynote Address Shareholder Votes on MA Transactions: Stock Exchange Requirements Kerry D. Krochak Manager, Listed Issuer Services Toronto Stock Exchange (Calgary) 1:30 Navigating Shareholder Communications in MA Transactions David Salmon Senior Vice President The Laurel Hill Advisory Group The shareholder approval process has changed dramatically over recent years. Everything from the influence of proxy advisory firms to shareholder apathy to the “Raging Grannies” can assume their own unique challenges. Understanding the potential obstacles and how to navigate through these turbulent issues is increasingly becoming a key component of obtaining shareholder approval. 2:00 Post-Merger Integration: Preserving the Value of Your Deal After the Ink is Dry David M. Calabrigo Vice-President, Corporate Development General Counsel and Corporate Secretary Canfor Corporation Michael J. Korenberg Vice Chairman Managing Director The Jim Pattison Group • When and how to develop a winning integration plan • Appointing an ‘Integration Champion’ • Urgency – ‘the need for speed’ • Information management – ‘communication is key’ • Selection process for key ‘new team’ members • Forging the ‘going-forward’ culture • Tips re use of external integration consultants 3:00 Networking Refreshment Break 3:10 Current Perspectives on Real Estate MA and Joint Ventures William Briscoe Executive Vice President, Investments GWL Realty Advisors (Toronto) Eric Carlson Chief Executive Officer Anthem Properties With values returning to the levels they reached in 2007, and public and private capital competing for big deals, are there good opportunities for real estate investment in Canada today? Where are they and how are these deals being negotiated? There is an increased interest from foreign investors – what are the issues they face? 4:00 Co-Chairs’ Closing Remarks and Conference Concludes
  6. 6. GIED HERMSEN PHONE: 1-866-456-2020 ext. 6448; 416 642-6131 FAX: 1-800-454-0031 [ ] Yes! Please register the following delegate(s) (photocopy for additional delegates) Mr. [ ] Ms. [ ] Name Title: Area of practice: Company: Business Address: City: Province: Postal Code: Telephone: [ ] Fax: [ ] E-mail: Type of Business: #of Employees: Registrant’s Signature Required: Signature Date Registration Fee: (Includes meals, documentation and , fully searchable online access to this conference’s papers*) Please check your choice: [ ] I would like to order an extra copy of the conference binder (1 conference binder is included in the registration fee) $100.00 + 12% HST [ ] Payment enclosed. [ ] Payment to follow. (GST Reg. #856568779RT0001) [ ] Charge to my [ ] VISA ® [ ] AMEX ® [ ] MasterCard ® Card Number: Exp. Date: Card Holder’s Name: Signature: Date: * Please allow 2 weeks after conference for activation of login and password. Five easy ways to register Call 1 866-456-2020 EXT. 6448 Fax 1-800-454-0031 Email: ghermsen@alm.com Internet: www.insightinfo.com/mergers Mail: Insight Information, 214 King Street West, Suite 300, Toronto, Ontario M5H 3S6 Hotel Reservations: The Four Seasons Hotel is conveniently located at 791 West Georgia Street (the corner of Howe Street and West Georgia Street), Vancouver, B.C. For overnight accommodation please call the hotel at 604-689-9333. Cancellation and Refund Policy: A refund (less an administration fee of $200 plus HST) will be made if notice of cancellation is received in writing three weeks before the event. We regret that no refund will be given after this period. A substitute delegate is welcome at any time. Special Offer: Send 4 people for the price of 3! Register 3 delegates for the main conference at regular price at the same time and you’re entitled to register a fourth person from your organization at no charge. For other group discounts, please call 1-888-777-1707. All discounts must be redeemed when booking, discounts will not be valid or applied after this time. Insight Information Reward Program: Attend multiple Insight Information conferences in 2010 and/or register during 2010 and save! Attend and/or register for a 2nd conference in the calendar year (January to December) and receive a 25% discount and attend and/or register for a 3rd conference and receive a 50% discount. Buy more and save! Privacy Policy: By registering for this conference, Insight Information will send you further information relating to this event. In addition, you may receive by mail, telephone, facsimile or e-mail information regarding other relevant products and services from either Insight Information OR third parties with whom we partner. If you do not wish to receive such information from either Insight Information or third parties, please inform us by email at privacy@alm.com or by telephone at 1 888 777-1707. Please Note: Full payment is required in advance of conference dates. Please make all cheques payable to Insight Information. Insight Information reserves the right to change program date, meeting place or content without further notice and assumes no liability for these changes. Copyright 2010. ALM Media Canada, Inc. All rights reserved. Conference Code: CFC10647 Priority Code: 1064791GH 8th Advanced MERGERS ACQUISITIONS Leading Players – Innovative Strategies Domestic • Cross-Border • International December 6 – 7, 2010 | Four Seasons Hotel | Vancouver Approved by the Law Society of British Columbia and the Law Society of Saskatchewan [ ] Regular Conference Price (Dealmakers’ Dinner included) $1,995.00 + HST ($239.40) = $2,234.40 [ ] Dealmakers’ Dinner only, Table of 8 guests $3,800.00 + HST ($456.00) = $4256.00 [ ] Solution Provider / Vendor Pricing $2,095.00 + HST ($251.40) = $2,346.40

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