This presentation was delivered at a conference hosted by the UWA Law School on 19 February 2010. Conference papers will be published and inquiries may be directed to the Law School.

1. Schemes of Arrangement in Booms and Busts 19 February 2010Justin MannoliniExecutive DirectorGresham Advisory Partners Limited

3. Most of the “net benefit” of M&A is really just a wealth transfer

4. Scrip deals are worse for bidders; cash deals better

6. What Creates Value in M&A?Win-Win Outcomes are Rare … But They Do Happen Wesfarmers achieved a significant re-rate on the $2.2 billion acquisition of Howard Smith in 2001. Wesfarmers shares gained 36% in the 6 months post announcing the bid (the ASX 200 fell 3% over the same period)

8. What are the Key Considerations Today?Low and High Premiums This snap-shot of mining, oil & gas M&A deals suggests there is no “typical” bid premium Bidders are only willing to pay a premium if the value case allows it Long tail of low-premium bids

10. What Determines SuccessBookends to the Process Are Critical May be single phase in hostile deals What approach and execution scenarios can be anticipated prior to the initial approach (if there is to be one)?