International Mergers and Acquisitions 2010


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"Attend The Premier International M&A Event To Learn About:
- The latest financial and legal developments in international M&A
- The countries and the sectors where the deals are being made—and the hot deals for 2010 - A focus on the opportunities in four countries: the United States, Canada, China and India
- Innovative alternative financing techniques
- The newest opportunities in obtaining bank and private equity financing
- The newest dangers in due diligence— including the increasingly strong enforcement of the FCPA, creating potential minefields for corporations and their executives.
- How to effectively acquire distressed businesses"

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International Mergers and Acquisitions 2010

  1. 1. Register by presents... 2/5/2010 and Save $800 See page 6 International for details MERGERS & DISCOVERING NEW OPPORTUNITY IN A ACQUISITIONS TM CHANGING ENVIRONMENT NEW YORK, NY | MARCH 31-APRIL 1, 2010 HEAR FROM PARTICIPATING ORGANIZATIONS: ATTEND THE PREMIER INTERNATIONAL M&A BMO Capital Markets EVENT TO LEARN ABOUT: Carl Marks & Company Cerberus Capital Management • The latest financial and legal developments • The newest opportunities in obtaining in international M&A bank and private equity financing CIBC World Markets Inc. • The countries and the sectors where the • The newest dangers in due diligence— Credit Suisse Group deals are being made—and the hot deals including the increasingly strong DePaul University for 2010 enforcement of the FCPA, creating potential Dow Jones • A focus on the opportunities in four minefields for corporations and their GE Commercial Finance countries: the United States, Canada, China executives. General Electric and India • How to effectively acquire distressed businesses—or bargain effectively if you Goldman Sachs & Co. • Innovative alternative financing techniques are one Houlihan Lokey Human Dynamics Associates Institutional Shareholder Services SPECIAL THANKS TO OUR EXPERT ADVISORY BOARD: JP Morgan Craig Thorburn Philip Brown Lazard Partner Managing Partner, New York BLAKE CASSELS & GRAYDON TORYS Meritas Mutual Funds Microsoft James D. Rosener Michael G. O’Bryan Partner & Head of International Group Co-Chair, Mergers & Acquisitions Group Midwest US-China Association PEPPER HAMILTON MORRISON FOERSTER Moody’s Capital Services Peter Fishman Morgan Stanley Director, Financial Restructuring Peter J. Solomon Company HOULIHAN LOKEY Raytheon Company RBC Capital Markets Sony Corporation of America Media Partners: SSG Capital Advisors Supreme Court of Delaware TD Bank Financial Group WWW .MANDASUMMIT.COM The Chatterjee Group Torys
  2. 2. International MERGERS & DISCOVERING NEW OPPORTUNITY IN A CHANGING ENVIRONMENT ACQUISITIONS NEW YORK, NY TM MARCH 31-APRIL 1, 2010 ATTEND AND NETWORK WITH: Corporate Heads/ Directors of: • M&A • Finance • Corporate Planning/Business Strategy • Treasury M&A is Coming Back. How Can You Benefit From It? Financial Institutions Heads/ MDs/ VPs/ Directors of: • M&A Dear Colleague, • Leveraged finance • Syndicated Loans If it appears that mergers and • Mezzanine Finance acquisitions are making a comebac k, they clearly are. • Corporate Finance According to Mergermarket, the buyin g and selling of companies by othe grown for the first time for quite a r companies has Consultants while. About $575 billion worth of announced in the fourth quarter— deals have been Heads/ MDs/ VPs/ Directors of: and the smart thinking says that num 2010. There are deals to be had— ber will only increase in • M&A if you know where to look and find which to finance the transactions innovative ways in • Leveraged finance in today’s economic climate. • Corporate Finance If you have even the slightest thou ght about engaging in a merger or need to get as much information acquisition this year, you Legal Firms as you can. It can pay off handsome ly. Heads/ Partners of: And that is why IQPC is presenti • Corporate Finance ng its International Mergers and Discovering New Opportunity in Acquisitions 2010: • M&A a Changing Environment in New March 31-April 1, 2010. Designed York on to give you the most up-to-date infor current international M&A landscap mation on the e, leading M&A experts from Cana will provide you with: da and the United States • The latest financial and legal deve lopments in international M&A SPONSORSHIP AND • The countries and the sectors whe • A focus on the opportunities in re the deals are being made—and the hot deals for 2010 EXHIBITION 0PPORTUNITIES four countries: the United Stat and India es, Canada, China Sponsoring or exhibiting at International • Innovative financing techniques Mergers and Acquisitions in 2010 is an excellent • The newest opportunities in obta opportunity for your company to showcase its ining bank and private equity fina • The newest dangers in due diligence— ncing products and services to an audience of including the increasingly strong enfo FCPA, creating potential minefield rcement of the institutional investors. For more information on s for corporations and their executive • How to effectively acquire distr s. essed businesses—or bargain effe sponsoring or exhibiting at this or upcoming one ctively if you are events, please call Mario Matulich on 212-885- 2719 or e-mail This conference is worth its weight in gold. With the enormous amount that’s involved in all of these deals of money—and risk-- , every single tip can pay off hand them from some of the best peop somely. So why not get le in the field? This conference will opportunity! give you that This is an outstanding learning expe FUTURE IQPC rience—and I look forward to seein Kindest regards, g you in New York! FINANCE EVENTS February: DC Plans Summit 2/24- 2/25/2010 New York, New York Fred Sagel, M.A., LL.M March: Conference Director Foundations & Endowments 3/24-3/25/2010 New York, New York 2 Register Online at or Call 1-800-882-8684
  3. 3. MAIN CONFERENCE DAY 1 WEDNESDAY, MARCH 31, 2010 8:00 Registration and Continental Breakfast 1:00 Dealmakers’ Power Panel Legends of Wall Street and the business community will convene 8:45 Opening Remarks from the Co-Chair to chart the course of the future of transaction finance, private equity and legal deal making issues. With an uncertain economy 9:00 M&A Forecast 2010: Which Countries and that brings significant risks and targeted opportunities, these Sectors Offer the Greatest Opportunities? dealmakers will share their vision and strategy of the types of As the fallout from the great recession settles, which industries are transactions that they are seeing in their business. This is an poised for shake-ups, and which sectors in what countries will invaluable opportunity to hear from the best in a not-to-be-missed present the greatest M&A opportunities in the next year? This session. panel will give you the prognosis on national and international Marc Brown M&A activity for the coming year. You will learn: Managing Director, Corporate Development • The countries and regions likely to see significant M&A activity MICROSOFT • Sectors offering the greatest acquisition opportunities in 2010 Philip Brown • How—and why—the tech industry is ready for takeover this Managing Partner year TORYS (New York, NY) • The ins and outs of M&A in the health care sector—who’s ripe for takeover and why Duncan O’Brien • The deals that will dominate the year General Manager of Corporate Development • Why defense and consumer products will be hot industries GENERAL ELECTRIC COMPANY (Fairfield, CT) • The industries that will scare away dealmakers Gary W. Parr • Outlook for large scale industry consolidation Deputy Chairman • Where weaker companies will likely be forced to merge LAZARD (New York, NY) Andre L. Hidi Gregg Walker Executive Managing Director and Head of M&A, Global Senior Vice President of Corporate Development BMO CAPITAL MARKETS (Toronto, ON) SONY CORPORATION OF AMERICA (New York, NY) Robert Kindler Vice Chairman, Global Head of M&A 2:30 Shareholder Activism in the Wake of the MORGAN STANLEY (New York, NY) Economic Crisis: Building Trust Recent events have reduced the level of trust between companies Karim Pakravan and their many stakeholders. Investors, employees, customers, Associate Professor of Finance regulations, and the general public. are far more skeptical than DePAUL UNIVERSITY (Chicago, IL) before. A rise in shareholder activism and the adoption of “say on pay” provisions and proposed changes to corporate governance 10:15 Networking Refreshment Break regulations will require greater shareholder collaboration in the future. And how will that affect governance? Find out from this 10:45 Innovative Alternative Financing Options for expert panel, which will examine how changing stakeholder M&As in 2010 expectations will affect governance in 2010, including: Experts contend that credit markets have been tighter in the last • Implementing “say on pay” resolutions effectively 12 months than at any time since the last great depression, but all • How executive compensation evolved and shareholder indications are that markets may be starting to open up. This engagement began—and where it sits today panel will examine the current state of bank and non-bank credit • The new power of the emerging shareholders—and how to markets, alternative options for financing M&A transactions, deal build their trust terms and fees and how buyers can protect themselves from the • Majority voting and the elimination of slate director elections downside risks of deal non-completion. This fascinating forum • The role of independent directors features both national and international experts. • Directors’ liability: new threats • How directors should respond to potential shareholder activism Jonathan Malkin • Increased transparency in financial and social responsibility Vice President reporting CERBERUS CAPITAL MANAGEMENT (New York, NY) • How to build the trust required for successful M&A Joseph Stein III William D. Anderson Jr. Managing Partner, Head of the Financing Group Managing Director PETER J. SOLOMON COMPANY (New York, NY) GOLDMAN SACHS & CO. (New York, NY) 11:45 Networking Luncheon for Speakers and Gary Hawton Delegates Chief Executive Officer MERITAS MUTUAL FUNDS (Toronto, ON) Special Luncheon Speaker John Lonski Patrick McGurn Chief Economist Special Counsel MOODY’S CAPITAL MARKETS INSTITUTIONAL SHAREHOLDER SERVICES (Rockville, MD) 3:30 Refreshment Break 3 Register Online at or Call 1-800-882-8684
  4. 4. MAIN CONFERENCE DAY 1 CONTINUED 3:45 The Very Latest on the Acquisition of a Troubled is the FCPA. In this session, you will hear due diligence and FCPA Business experts discuss what measures successful organizations are using Timing is everything, and bargain-hunting investors are indicating to be certain that they are maximizing the success of the deals that now could be a good time to acquire troubled assets. they will be making. You will learn: Certainly, the mergers and acquisitions market is not crowded right Proper due diligence—and lessons to be learned now. U.S. deal volume in the third quarter was the slowest period • The important steps that need to be take during target by dollar value since the third quarter of 2004, according to The selection Wall Street Journal. • The newest due diligence measures—and the specific areas that require a special focus Meanwhile, there is no shortage of potential acquisition targets. • The due diligence required for culture, key talent and HR With large declines in the global markets, stock prices are at delivery systems—factors that have been historically below-average levels, based on a 10-year price-to-earnings downplayed average. And the number of troubled assets available for sale • What is absolutely necessary in the integration process—and continues to rise. Opportunistic companies with healthy balance how do you discover it sheets and access to cheap sources of financing may be in a good • Methods to ensure that the post-acquisition workforce is position to execute on long-term growth strategies. Timing the optimized market is a notoriously difficult task, however, especially in today's • The experience of a highly successful acquirer in completing volatile environment. Corporate buyers face additional complexities over 36 successful acquisitions when trying to identify the right moment to purchase a distressed asset. How to Avoid FCPA Liability with Due Diligence • The ever-increasing liability and damages for FCPA violations— Peter Fishman both personal and corporate Director, Financial Restructuring • The FCPA dangers lurking for any company contemplating a HOULIHAN LOKEY (San Francisco, CA) merger • Lessons learned from the costly Siemens case—and others Charles C. Reardon • Taking the right steps to avoid FCPA liability Partner • Using the right due diligence to detect FCPA violations CARL MARKS & COMPANY (Vienna, VA) • How corporate executives can avoid personal liability—which is J. Scott Victor increasing dramatically Managing Director Mona Pearl SSG CAPITAL ADVISORS (West Conshohoken, PA) Founder & CEO 4:45 Danger Alert: M&A Surge Means Greater Cutting-Edge Due Diligence—from Cultural Gerri King Integration to FCPA Exposure President With the economic uncertainty and the need of some acquirers to HUMAN DYNAMICS ASSOCIATES (Concord, NH) do deals beyond their recent purview will make it more important Anne Caputo than ever to make corporate development best practices more Executive Director important than ever. Due diligence has never become more DOW JONES & COMPANY (Washington, D.C.) important. And one of the greatest dangers that can expose companies and directors to great corporate and personal liability— 5:45 Conference Adjourns MID-CONFERENCE WORKSHOP THURSDAY, APRIL 1, 2010 8:00-10:15 An Intricate Guide to Conducting Due Diligence What We Will Cover: for M&A in Foreign Countries An Invaluable Guide • The types of due diligence that are required depending upon the nature of the services of for Every American Corporation the vendor Recent experiences in enforcement have clearly shown that any company • The exact degree of effort required to scrutinize a potential intermediary or partner which does international business will face serious civil and criminal • How to gather information about the officers and directors of the foreign partners or consequences as well as severe financial penalties if the foreign third intermediaries while still honoring privacy laws parties they deal with commit bribery or other corrupt moves. Continual • The steps required to monitor intermediaries once you establish your relationship with them compliance becomes a strong imperative. But the exact nature of that • The steps you should perform for in-house due diligence compliance is often not understood by officials in U.S. companies. • Using cost-effective measures to carry on your due diligence You will learn: Workshop Leaders • The most cutting-edge strategies every U.S. company requires for Larry V. Buel, Director, International and Domestic Agreements, Compliance, M&A compliance RAYTHEON COMPANY (Washington, D.C.) • How to investigate your potential business partners Anne Caputo, Executive Director • Establishing the proper policies for due diligence DOW JONES & COMPANY (Washington, D.C.) • The exact requirements you are expected to know about your foreign partners or intermediaries Mona Pearl, Founder & CEO 4 Register Online at or Call 1-800-882-8684
  5. 5. MAIN CONFERENCE DAY 2 THURSDAY, APRIL 1, 2010 10:00 Opening Remarks from the Co-Chair 1:45 Opportunity Knocks: Taking Advantage of the Latest Chinese M&A Activity 10:15 Solving the Critical Issues in Cross-Border Deals Most financial experts agree that the global financial trend is Deal activity is increasingly global. Multinational corporations shifting to Asia, most notably China. China’s robust economic continue to look for opportunities in emerging markets to expand growth has fueled a number of mergers and acquisitions that are their customer base and maximize operations, with India and facing new challenges and opportunities during the downturn. Its China being a prime draw of late. Buyers from countries with legal environment has become more transparent and the strong currencies relative to the U.S. dollar are on a shopping regulatory framework is relatively complete. As well, many spree for American and Canadian targets and foreign direct Chinese companies have been cashing in on a weak U.S. dollar investment is also on the upswing in the U.S., at a rate outpacing and stepping up their presence in the North American M&A most other nations. Beyond a discussion of these trends, this panel market. In this session, learn about: will also distill the complexities of transacting abroad, the primary • The critical sectors for M&A: while investment in legal obstacles and the risk-reward trade-offs of working in the manufacturing continues to grow, a significant number of international deal community. You will learn: foreign Chinese investors have invested in areas such as: • The latest important factors in negotiating a cross-border deal • service • Conditionality • high-tech • Deal protections and executive compensation issues • new resources • Regulatory impediments • consumer related activities • Dealing with the differences in Delaware law and Canadian law • How China will increase overseas M&A by 40% in 2010—with in a Canadian-U.S. transaction a deal volume of $30-$35 billion • the new developments in poison pills • The major challenge for foreign companies doing M&A in • overcoming regulatory hurdles China • making the transaction work easier • Understanding China’s new regulations in the context of its investment policies and overall development goals Cory Fraiberg • Why it is so important for foreign companies to be sensitive to Managing Director delicate issues with respect to law, culture and public relations RBC CAPITAL MARKETS (New York, NY) • How to properly allocate management resources to attend to Hon. Travis Laster companies’ strategic issues on China Vice Chancellor • What the Chinese companies are looking for when they invest SUPREME COURT OF DELAWARE (Wilmington, DE) in Canada and the U.S. • The challenges involved in the Chinese lack of experience in 11:15 The Exciting New Opportunities for Canadian international deals M&A John L. Rogers There is new excitement in Canada about M&A, where whole new President opportunities abound. Pension funds and private equity are MIDWEST US-CHINA ASSOCIATION (Chicago, IL) eagerly eyeing income trusts, a lucrative investment vehicle, before they are phased out in 2011—or are acquired. Canadian 3:00 Refreshment Break companies came out of the economic downturn quite strong, so many are better positioned as buyers than their counterparts in 3:15 India: Interesting Opportunities Beyond the United States and elsewhere as countries emerge from the Outsourcing recession. In this fascinating discussion, learn about: In the last 10 years, India has become a leading global force that • The new opportunities in Canadian M&A offers business opportunities in a number of sectors. Within 30 • Where international buyers will find attractive investments years, it will become the most populous nation on earth and, as • New developments: what you are seeing now that you such, presents enormous opportunities for M&A. In this section, weren’t seeing a year ago hear about both in bound and outbound business opportunities in • Where the deals are likely to take place India—and the potential they hold for North American business. • Recent developments in Canadian M&A law You will hear leading experts discuss the opportunities in India, • How to deal with the 200 income trusts that have not yet including: converted to a corporation—and how they could be an • M&A opportunities in the market attractive acquisition target • How the global financial markets impact M&A financing—and • The opportunities for foreign M&A in Canada to best deal with it • How private equity players are moving into the market • Private equity and public M&A in India Geoffrey Belsher • The most important sectors to keep an eye on Global Head of Investment Banking • The outbound activity: how the Indian brand is being taken CIBC WORLD MARKETS INC. (Toronto, ON) global • Dealing effectively with the changing legal landscape Dougal Macdonald President and Managing Director Radhika Rajan MORGAN STANLEY LTD. (Toronto, ON) Principal THE CHATTERJEEE GROUP (New York, NY) 12:30 Networking Luncheon for Speakers and Delegates 4:15 Conference Concludes SPECIAL LUNCHEON SPEAKER Dr. Karim Pakravan Associate Professor of Finance DePAUL UNIVERSITY (Chicago, IL) 5 Register Online at or Call 1-800-882-8684
  6. 6. International MERGERS & DISCOVERING NEW OPPORTUNITY IN A CHANGING ENVIRONMENT ACQUISITIONS NEW YORK, NY TM MARCH 31-APRIL 1, 2010 5 EASY WAYS TO REGISTER: 1 Web: 2 Call: 1-800-882-8684 3 Email: 4 Fax: 1-646-378-6025 (Email this form to or fax to 646-378-6025) 5 Mail: IQPC -535 5th Avenue, 8th Floor, YES! Please register me New York, NY 10017 ❑ Conference Only ❑ Conference + 1 Workshop Name ____________________________________________________________ Job Title _________________________________________________ Organization______________________________________________________ Approving Manager________________________________________ Address _____________________________________________ City________________________________________State__________Zip________ Phone________________________________________________ E-mail_______________________________________________________________ ❑ Please keep me informed via email about this and other related events. ❑ Check enclosed for $_________ (Payable to IQPC) ❑ Charge my ❑ Amex ❑ Visa ❑Mastercard ❑ Diners Club Card #______________________________Exp. Date___/___CVM______ ❑ I cannot attend, but please keep me informed of all future events. 18535.001/D/KD MEDIA PARTNERS REGISTRATION INFORMATION Register by Register by Standard Special Discounts Available: A limited number of discounts are available for the non-profit sector, 2/5/2010 3/5/2010 Price government organizations and academia. For more information, please contact customer service at 1-800-882-8684. Conference Only (save $800) (save $200) Details for making payment via EFT or wire transfer: $999 $1599 $1799 JPMorgan Chase - Penton Learning All Access (save $949) (save $349) (save $149) Systems LLC dba $1399 $1999 $2199 IQPC: 957-097239 ABA/Routing #: 021000021 Workshop $549 $549 $549 Reference: Please include the name of the attendee(s) and the event number: 18535.001 Payment Policy: Payment is due in full at the time of registration and includes lunches and Please note multiple discounts cannot be combined. refreshment. Your registration will not be confirmed until payment is received and may be subject to A $99 processing charge will be assessed to all registrations not accompanied by cancellation. credit card payment at the time of registration. For IQPC’s Cancellation, Postponement and Substitution Policy, please visit MAKE CHECKS PAYABLE IN U.S. DOLLARS TO: IQPC * CT residents or people employed in the state of CT must add 6% sales tax. Venue Information: Venue is to be announced. Please check the website at for updates and announcements. Special Dietary Needs: If you have a dietary restriction, please contact Customer Service at 1-800-882-8684 to discuss your specific needs. ©2010 IQPC. All Rights Reserved. The format, design, content and arrangement of this brochure constitute a trademark of IQPC. Unauthorized reproduction will be actionable under the Lanham Act Team Discounts: For information on team discounts, please contact IQPC Customer and common law principles. Service at 1-800-882-8684. Only one discount may be applied per registrant. 6 Register Online at or Call 1-800-882-8684