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Including exclusive case

studies and action planning!

Due Diligence
Intelligence For Successful Transactions

19 – 23 October 2008 • Crowne Plaza Hotel, Dubai, UAE

Two highly informative courses to help you make

successful investment decisions
Course I – Financial And Commercial Due Diligence
By Attending Our Financial And Commercial Due Diligence
Course You Will Learn How To:
• Appraise the quality and reliability of information “A lot of info, practical
• Identify and verify worthwhile investment opportunities info, was given in a short
• Analyse the financial and commercial aspects of an entity
5 days, which makes the
• Identify and overcome the most common due diligence pitfalls
course very attractive”
Saeed Ahmad
Course II – Legal Due Diligence Senior Investment Officer
Islamic Corporation for the Development of
By Attending Our Legal Due Diligence Course You Will Learn the Private Sector, KSA

How To:
• Analyse the legal aspects of an entity
• Minimise the risk to your company throughout investment deals
• Identify which transactions require due diligence
• Advise the board of directors on the risks and opportunities of a
contemplated transaction

Supported By

Official Regional
Recruitment Partner
Official IT Partner Official Media
Monitoring Partner
www.iirme.com/duediligence

Dear Senior Executive,
According to the results of a December 2007 KPMG market
study, companies that completed an acquisition were associated
with a 3.7 percent normalised stock gain after 12 months and a
10.8 percent gain after 24 months.
The meaning of this is two-fold. On one hand, the high average
normalised stock gain for acquiring firms points towards an excess
of highly profitable acquisition opportunities, many of which are
possibly not being taken advantage of. On the other hand, this
evidence may point towards an under-valuation of acquired firms.
Proper Due Diligence in seeking investment, acquisition and
merger opportunities on behalf of both the buy and sells sides will
help to both increase recognition of profitable opportunities and
decrease loss due to under-valuation.
In the first part of this course, you will explore Financial Due
Diligence with a commercially driven perspective. Over the
following two days, Legal Due Diligence will enable you to execute
your operation with lawful sureness.
This course sold out when it was last run, so be sure to book
early and also take advantage of early bird savings. Here are two
reasons why:
“The course leader was very diligent and keen on discussing all key
points related to the topic. The case study method worked really
well and the simulation of client meetings in presentations were also
very useful and beneficial”
Ailya Kazim, Manager Acquisition
Noor Islamic Bank, UAE
“Raises valid issues about due diligence that might not be
considered by all people involved in a decision”
Mohammed Abbas, Technical Analyst
Qatar Petrochemical Industries, Kuwait
Do not ruin your investment or accept incorrectly valued
investments by not fully understanding the latest techniques in the
critical due diligence process. Furthermore, you can 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 today.
I look forward to meeting you in October.
Kind regards,
Keith Parker
Conference Manager
P.S. Take part in valuable, exclusive case
study analyses from the Middle East
and best practice from the west!
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
19 – 21 October 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 – Sunday, 19 October 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 – Monday, 20 October 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 – Tuesday, 21 October 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
22 – 23 October 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 – Wednesday, 22 October 2008
Legal Due Diligence
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 Day Two – Thursday, 23 October 2008
• Document review
• Other information gathering Key Issues In Legal Due Diligence
• Analysis and synthesis of information • Corporate matters
• Ownership of assets
Sources Of Due Diligence Data • Government licenses and permits
• Target company • Liens and encumbrances
• Government/public records • Pending and threatened litigation
• Third parties • Intellectual property matters
• Environmental matters
Due Diligence Process • Employees
• Building an effective team • Middle East local law issues
• The due diligence checklist
• Data room Case Study – Due Diligence Checklist
• Public records search

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
neighbouring 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 neighbouring 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.

Who should attend?

This course is specifically designed for corporate executives from organisations with an interest in exploring corporate financial
investments:
• Chairmen, Chief Executive Officers, Managing Directors, General Managers
• Property Investors, Managers
• Corporate Finance Directors & Managers, Financial Directors, Chief Accountants & Controllers, Chief Finance Officers
• Corporate Development Directors & Managers, Development Directors & Managers, Strategic Planning Managers, Business
Development Managers
• Heads of Mergers and Acquisitions, Valuation Directors & Managers, Directors of Legal Services & Lawyers, Legal Councils

Forthcoming Relevant Events

BC2732 Corporate Valuation
9 – 13 November
www.iirme.com/valuation

BC2768 Contract Drafting For Non-Lawyers

16 – 20 November 2008
www.iirme.com/contractdraft

A0939 Saudi IPO Business Forum

22 – 26 November 2008
www.ipobusinessforum.com
For more information on any of the above events please contact us on
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
19 – 23 October 2008 • Crowne Plaza Hotel, 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 BC2734
Yes, I want to register for:

Event Dates Price before Price between Price after

3 August 2008 3 and 24 August 2008 24 August 2008
Financial And Commercial (3 days) 19 – 21 August 2008 US$ 3,195 US$ 3,395 US$ 3,495
Due Diligence (Save US$ 300) (Save US$ 100)
Legal Due Diligence (2 days) 22 – 23 October 2008 US$ 2,695 US$ 2,795 US$ 2,895
(Save US$ 200) (Save US$ 100)
Book for the entire event (5 days) 19 – 23 October 2008 US$ 4,250 US$ 4,550 US$ 4,750
(Save US$ 2,140) (Save US$ 1,840) (Save US$ 1,640)

Course fees include documentation, luncheon and refreshments. Delegates who attend all sessions will receive a Certificate of Attendance.

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