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BUSINESS TRANSITION SEMINAR: HOW TO BUY A BUSINESSPreparing for a successful business acquisition

Date:Tuesday, November 9

Location:Delta Burnaby Hotel and Conference Centre Grand Villa 14331 Dominion StreetBurnaby V5G 1C7

Cost:$200 per participantEarly bird discount: register beforeNovember 2 and pay only $140.

To register, contact:Animita Roy T 604 666-5696F 604 666-8482E animita.roy@bdc.ca

To confi rm your registration pleasesend payment along with the attachedregistration form to the following address:Business Development Bank of CanadaVancouver branchOne Bentall Centre505 Burrard Street, Suite 2100 V7X 1M6Attention: Animita Roy

Valuation • Tax planning • Legal considerations • Finance strategy • Overcoming silent barriers

This seminar is designed for buyers seeking to acquire successful private BC based businesses with revenues in the $2M to $50M range, By attending this seminar, you will gain the knowledge and confi dence to transition from employee to owner or from organic growth to accelerated acquisition driven growth.What actions should you be taking to determine acquisition value and negotiate a fair price?What are the critical steps involved in acquiring a business?How can you use fi nancing strategy to amplify your return and reduce your risk?How do you avoid vendor ‘silent barriers’ that can often derail a transaction late in the process?

Agenda> 7:30 a.m. - 8:00 a.m. – Registration and continental breakfast> 8:00 a.m. - 8:45 a.m. – Business acquisition process and valuation David C. Lam, CA, CF, CBV – Deloitte & Touche Corporate Finance> 8:45 a.m. - 9:30 a.m. – Structuring to buy a business Malcolm Ross, B.Comm, CFP, CLU, TEP, CAFA – Investafl ex Financial Group> 9:30 a.m. - 9:45 a.m. – Q & A and Break> 9:45 a.m. - 10:30 a.m. – Preventing critical errors when buying a business Don Sihota, BComm, LLB - Partner, Clark Wilson LLP> 10:30 a.m. - 11:15 p.m. – Acquisition fi nance strategy Axel Christiansen, CFA – Managing Director, BDC Subordinate Financing> 11:15 a.m. - 11:30 a.m. – Q & A and Break> 11:30 a.m. - 12:15 p.m. – Addressing the silent barriers Francine Carlin – Principal, Business Harmonizer Group> 12:15 p.m. - 12:30 p.m. – Q & ASee reverse for bios and presentations details.

Presented by

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David C. Lam, CA, CF, CBV – Vice-President & Director, Deloitte & Touche Corporate Finance T 604 640-3249 C 604 219-3878 E davilam@deloitte.ca W www.capwest.com

With over 10 years of M&A experience, David has successfully assisted owners of private companies with their capital requirements through dividend recapitalization, the sale of minority or majority interest to private equity, management buyouts, and outright sale to trade buyers. He led various strategic divestiture and acquisition mandates across Canada.

Presentation overview – Business acquisition process and valuation The business acquisition process is lengthy and complicated. It requires the input and advice of a variety of professionals. David will provide an overview of the various stages in a typical acquisition process and will give a practical review of business valuation concepts.

Malcolm Ross, B.Comm, CFP, CLU, TEP, CAFA – President, Investaflex Financial Group T 604 331-2521 E malcolm@investaflex.com W www.investaflex.com

Malcolm Ross was 2002 Advisor’s Edge Advisor of the year. He specializes in integrated planning including personal and corporate tax structuring, advising business owners and their families on business succession, risk management and wealth management. Malcolm founded Investaflex Financial Group in 1995, and has served on the Professional Advisory Committee of the Business Families Centre at the Sauder School of Business at UBC.

Presentation overview – Structuring to buy a business Using the right corporate and tax structures when buying a business can maximize the long term value to buyers and their families. Understanding the ideal long term structure can help avoid costly tax traps and ensure the most tax effective exit strategy in the future. Effectively integrating financing into these structures to optimize flexibility and outcomes is essential.

Don Sihota, BComm, LLB – Partner, Clark Wilson LLP T 604 643-3123 E dcs@cwilson.com

Don has over 20 years experience in corporate and commercial law, including business succession planning, acquisitions and sales of businesses, negotiation of commercial agreements and involvement with corporate mergers and reorganizations.

Presentation overview – Preventing critical errors when buying your business Buying a business involves complex legal issues, the importance of which is often not fully understood. In his presentation, Don will address many of these legal issues and explain them in a clear and understandable manner. He will discuss issues such as letters of intent, deposits & standstill agreements, asset purchase versus share purchase transactions, the due diligence procedures purchasers must employ, and how to minimize risk through indemnities & holdbacks.

Axel Christiansen, MBA, CFA – Managing Director, Subordinate Finance – BC/Yukon, Business Development Bank of Canada (BDC) T 604 666-7875 E axel.christiansen@bdc.ca W www.bdc.ca

Axel has over 15 years of subordinate finance experience and specific expertise in structuring and financing management buy-outs, leveraged buy-outs and strategic acquisition transactions. He is a Chartered Financial Analyst charter holder.

Presentation overview – Financing for maximum value How you finance an acquisition is often the single most important factor in determining the return on equity and wealth creation you ultimately realize. This presentation will explain, through the use of case studies, how to finance an acquisition using less of your own equity while still minimizing your risk. Other topics including WACC, subordinated debt, using vendor financing to your advantage, and pitfalls to avoid will be covered.

Francine Carlin, MA – Principal, Business Harmonizer Group T 604 264-9171 E Francine@businessharmonizer.com

Francine is consultant, facilitator, and organizational coach with over 25 years of executive experience in organizational communications, team and leadership development, conflict and change management and strategic business planning.

Presentation overview – Addressing the silent barriers In a buyer’s efforts to purchase an owner-operator business is it essential that the buyer have an awareness of the personal and interpersonal dynamics — the silent barriers — that have an influence on the seller’s decision-making process. During this working session participants will identify many of the ‘hot topics’ that influence sellers and understand and learn how to safely address these silent barriers before they undermine the acquisition process.

Registration formTo confi rm your attendance to BDC’s Business Transition Seminar, on Tuesday, November 9, please send this form to Animita Roy with your payment.- If you register before November 2, please include a $140 payment.- If you register on or after November 2, please include a $200 payment.

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Animita Roy

BDC VancouverOne Bentall Centre505 Burrard Street, Suite 2100V7X 1M6

604 666-5696

604 666-8482

animita.roy@bdc.ca

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