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
Dear Senior Executive,
As corporate transactions involving mergers, acquisitions
and investments become more common in the Middle East,
professionals have witnessed an increase in the avoidable
risk businesses subject themselves to when carrying out
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
up-to-date knowledge of assessment techniques.
In order to help you achieve this, Due Diligence has
been structured as an interactive and fast-paced course. You
will discover that an integrated approach to investigations
is crucial to ensure that critical areas that could expose your
company to massive financial risk are not overlooked.
Develop a unified, integrated defense against bad
investments by combining the financial, legal and
commercial facets of due diligence by registering for this
highly acclaimed two-course package.
Do not risk your investment or accept incorrectly valued
investments by not fully understanding the latest techniques in
the critical due diligence process. Learn to effectively verify,
evaluate and maintain your edge by registering today.
Andrew, Herbert and I look forward to meeting you in
May.
Kind regards,
Keith Parker
Conference Manager
P.S. Book both courses for a complete, well-rounded
Due Diligence expertise and US$ 2,140 discount!
Web: www.iirme.com/duediligence
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
December 2007 KPMG study, companies that completed a merger
were associated with an average 3.7 percent normalised stock
gain 12 months after a deal was announced. After 24 months,
companies in the study were associated with an average 10.8%
normalised stock gain. This means that the stock prices of the
acquirers performed 10.8% better than their industry peers.
This compares to a 2005 survey which identified that only 31% of
deals actually added value for the shareholders. (Source: KPMG
surveys) Management’s challenge is to beat the market odds and
execute deals that deliver the value investors demand – IIR’s Due
Diligence course will introduce you to the skills that help you make
successful transactions
A due diligence engagement describes the analysis of the legal,
financial and/or commercial aspects of an entity usually in
connection with a proposed transaction that would result in a
significant change in the ownership or capital structure of the target
entity.
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
phase. A due diligence report will address the dynamics of the
business including: identifying deal breakers, critical success
factors, Key Performance Indicators, industry trends, management
and personnel issues, information on products, customers,
competition, marketing, sales, research and distribution, taxation
and ownership and legal issues.
The process of gathering data, checking, investigating and verifying
requires experience and judgment to know when, where and how
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.
Moreover, the increasing popularity of auctions has changed the
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
being paid and whether you are a corporate buyer or a private
equity house, a more professional deal approach is required;
including the appropriate level of due diligence.
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
Financial And Commercial Due
Diligence
Introduction
• Definitions
• Types of due diligence
The Transaction Process
• Enquiry management and determining the
scope
• Initial value assessment
• Pre-bid and data room investigations
• Full access
• Completion and reporting
Financial Due Diligence
• Accounting policies
• Analysing information in a limited and full
access situation
• Forecasts and projections
• Sensitivity and trend analysis
Commercial Due Diligence
• Business analysis models
• Strategic business objectives
• Core business processes
Support processes
Day Two – Sunday, 1 June 2008
Best Practice Topics To Enhance Your
Due Diligence Success
During day two you will focus on the skills
necessary for presenting your findings to the
Board of Directors and cover several topics
which will help you enhance the effectiveness
of your due diligence process.
Presenting The Findings To The Board Of
Directors
• Developing the contents of a due diligence
report with emphasis on key negotiation
and integration matters
Basic Valuation Techniques
• Corporate valuation techniques will be
introduced and the relationship between
due diligence and valuation explored
Driving For Post Deal Success
• Understand what acquirers are doing to
enhance value from their acquisitions and
what challenges they face in taking control
of the target business.
• Consider the subtle differences between
the approaches of European acquirers,
who appear to be more successful
compared with those in the Americas and
Asia
What Can Corporate Acquirers Learn From
Private Equity
• A great deal of attention has focused in
recent years on private equity firms
snapping up assets and turning them
around in double quick time for a
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
Benchmarking Merger And Acquisition
Teams
• Exploring the secrets of successful teams
and how you can learn from
benchmarking your team’s approach and
skills against the industry
Day Three – Monday, 2 June 2008
Practical Due Diligence Investigation
The objective of Day Three is to reinforce
the skills learned on Day Two by applying
them to a case study, based upon a real life
example. It has been designed to enable you
to gain practical experience in performing
a due diligence investigation as part of an
integrated team.
• Plan and carry out a focused due
diligence engagement which meets the
board of directors’ needs and is in
accordance with a standard approach
• Perform effective fact finding and analysis
work and interpret the results to support
robust conclusions and advice
• Appreciate the risks inherent in due
diligence work and discover how these
risks should be managed
Objectives are met by forming multi-skilled
teams to work through the financial and
commercial stages of a due diligence
investigation.
The additional benefits of this approach are
that you will:
• Consider the depth and breadth of the
investigation
• Realise the importance of a coordinated,
multi-skilled approach
• Compare and challenge the evaluation
and conclusion of other teams
Review of course one and action planning

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
Introduction
• What is “due diligence”?
• Who needs to perform due diligence and
why?
• Which transactions require due diligence?
Transactions Commonly Involving Due
Diligence
• Acquisitions/takeovers
• Financings
• Real estate conveyance
• Long-term commercial contracts
Due Diligence Tasks
• Document review
• Other information gathering
• Analysis and synthesis of information
Sources Of Due Diligence Data
• Target company
• Government/public records
• Third parties
Due Diligence Process
• Building an effective team
• The due diligence checklist
• Data room
• Public records search
Day Two – Wednesday, 4 June 2008
Key Issues In Legal Due Diligence
• Corporate matters
• Ownership of assets
• Government licenses and permits
• Liens and encumbrances
• Pending and threatened litigation
• Intellectual property matters
• Environmental matters
• Employees
• Middle East local law issues
Case Study – Due Diligence Checklist
Introducing Your Expert Course
Leader
Herbert S. Wolfson is the Managing Partner
of Emirates Law Network, an American law
firm focusing on the United Arab Emirates and
neighboring 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 neighboring
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.

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
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venue and/or speakers.

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