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M ERGERS & A CQUISITIONS TMD ISCOVERING N EWO PPORTUNITY IN A C HANGINGE NVIRONMENT

A TTEND THE PREMIER I NTERNATIONAL M&A E VENT TO LEARN A BOUT :

SPECIAL THANKS TO OUR E XPERT A DVISORY BOARD :

The latest financial and legal developmentsin international M&A

The countries and the sectors where thedeals are being madeand the hot dealsfor 2010

A focus on the opportunities in fourcountries: the United States, Canada, Chinaand India

Innovative alternative financing techniques

The newest opportunities in obtainingbank and private equity financing

The newest dangers in due diligence including the increasingly strongenforcement of the FCPA, creating potentialminefields for corporations and theirexecutives.

How to effectively acquire distressedbusinesses or bargain effectively if youare one

Craig ThorburnPartner BLAKE CASSELS & GRAYDONJames D. RosenerPartner & Head of International GroupPEPPER HAMILTONPeter FishmanDirector, Financial RestructuringHOULIHAN LOKEY

Philip BrownManaging Partner, New York TORYSMichael G. OBryanCo-Chair, Mergers & Acquisitions GroupMORRISON FOERSTER

N EW Y ORK , NY | M ARCH 31-A PRIL 1, 2010

H EAR FROM P ARTICIPATINGO RGANIZATIONS :BeyondaStrategy.comBMO Capital MarketsCarl Marks & CompanyCerberus Capital ManagementCIBC World Markets Inc.

Credit Suisse GroupDePaul UniversityDow JonesGE Commercial FinanceGeneral ElectricGoldman Sachs & Co.Houlihan LokeyHuman Dynamics AssociatesInstitutional Shareholder ServicesJP MorganLazardMeritas Mutual FundsMicrosoftMidwest US-China AssociationMoodys Capital ServicesMorgan StanleyPeter J. Solomon CompanyRaytheon CompanyRBC Capital MarketsSony Corporation of AmericaSSG Capital AdvisorsSupreme Court of DelawareTD Bank Financial GroupThe Chatterjee GroupTorys

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A TTEND AND N ETWORK WITCorporateHeads/ Directors of: M&A Finance Corporate Planning/Business

Strategy Treasury

Financial InstitutionsHeads/ MDs/ VPs/ Directors of: M&A Leveraged finance Syndicated Loans Mezzanine Finance Corporate Finance

ConsultantsHeads/ MDs/ VPs/ Directors of: M&A Leveraged finance Corporate Finance

Legal FirmsHeads/ Partners of: Corporate Finance M&A

2 Register Online at www.MandASummit.com or Call 1-800-882-8684

February:DC Plans Summit2/24- 2/25/2010 New York, New York

March:Foundations & Endowments

3/24-3/25/2010 New York, New York

FUTURE IQPCFINANCE E VENTS

M&A is Coming Back. How Can Y ou Benef it From It?

Dear Colleague,

If it appea rs t ha t mergers and acqu isit ions are making a comeback, they clea rly a re . According to Mergermarket, the buy ing and selling of companies by other companies hasgrow n f or the first time f or quite a w hile. About $575 billion w orth of deals hav e beenannounced in the f ourth quarter and the smart thinking say s that number w ill only increase in2010. T here are deals to be had if y ou know w here to look and f ind innov ativ e w ay s inw hich to f inance the transactions in today s economic climate .If y ou hav e ev en the slightest thought about engaging in a merger or acquisition th is y ear, y ouneed to get as much inf ormation as y ou can. It can pay of f handsomely .And tha t is w hy IQPC is p resent ing it s In te rna t iona l M

erge rs and Acquisit ions 2010:Discov ering New Opportun ity in a Chang ing Env ironment in New Y ork on March 31-April 1, 2010. Designed to giv e y ou the most up-to-date inf ormation on thecurrent international M&A landscape, leading M&A experts f rom Canada and the United Statesw ill prov ide y ou w ith:

T he la test f inancia l and lega l dev e lopments in int ernat ional M&A T he countries and the secto rs w here the deals are being made and the hot deals f or 2010 A f ocus on the opportun it ie s in f our count ries: t he Unit ed Sta te s, Canada, Ch inaand Ind ia Innov ativ e financing techniques T he new e st opportun it ie s in obt a in ing bank and p riv a te equity f inancing T he new est dangers in due diligence including the increasingly strong enf orcement of theFCPA, creating potential minef ields f or corporations and their executiv es. How to e f f e ct iv e ly a cqu ire dist ressed businesses or ba rgain e f f ect iv e ly if y ou a reone

T his conference is w orth its w eight in gold. W ith the enormous amount of money and risk--thats inv olv ed in all of these deals, ev ery single tip can pay off handsomely . So w hy not getthem f rom some of the best people in the f ield? T his conference w ill giv e y ou thatopportunity !

T his is an outstanding learning experience and I look f orw ard to seeing y ou in New Y ork!Kindest regards,

Fred Sage l, M.A., LL.MConf erence Director

International

M ERGERS &

A CQUISITIONS

TM

D ISCOVERING N EW O PPORTUNITY IN A C HANGING E NVIRONMENT

N EW Y ORK , NY M ARCH 31-A PRIL 1, 2010

SPONSORSHIP ANDE XHIBITION 0 PPORTUNITIESSponsoring or exhibiting at InternationalMergers and Acquisitions in 2010 is an excellopportunity for your company to showcase itsproducts and services to an audience ofinstitutional investors. For more information osponsoring or exhibiting at this or upcomingevents, please call Mario Matulich on 212-882719 or e-mail [email protected].


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8:00 Registration and Continental Breakfast

8:45 Opening Remarks from the Co-Chair

9:00 M&A Forecast 2010: Which Countries andSectors Offer the Greatest Opportunities?As the fallout from the great recession settles, which industries arepoised for shake-ups, and which sectors in what countries willpresent the greatest M&A opportunities in the next year? Thispanel will give you the prognosis on national and internationalM&A activity for the coming year. You will learn: The countries and regions likely to see significant M&A activity Sectors offering the greatest acquisition opportunities in 2010 Howand whythe tech industry is ready for takeover this

year The ins and outs of M&A in the health care sectorwhos ripe

for takeover and why The deals that will dominate the year Why defense and consumer products will be hot industries The industries that will scare away dealmakers Outlook for large scale industry consolidation

Where weaker companies will likely be forced to mergeAndre L. HidiExecutive Managing Director and Head of M&A, Global BMO CAPITAL MARKETS (Toronto, ON)

Robert KindlerVice Chairman, Global Head of M&AMORGAN STANLEY (New York, NY)

Karim Pakravan Associate Professor of FinanceDePAUL UNIVERSITY (Chicago, IL)

10:15 Networking Refreshment Break

10:45 Innovative Alternative Financing Options forM&As in 2010Experts contend that credit markets have been tighter in the last12 months than at any time since the last great depression, but allindications are that markets may be starting to open up. Thispanel will examine the current state of bank and non-bank creditmarkets, alternative options for financing M&A transactions, dealterms and fees and how buyers can protect themselves from thedownside risks of deal non-completion. This fascinating forumfeatures both national and international experts.

Jonathan MalkinVice President CERBERUS CAPITAL MANAGEMENT (New York, NY)

Joseph Stein IIIManaging Partner, Head of the Financing GroupPETER J. SOLOMON COMPANY (New York, NY)

11:45 Networking Luncheon for Speakers andDelegatesSpecial Luncheon SpeakerJohn LonskiChief Economist MOODYS CAPITAL MARKETS

1:00 Dealmakers Power PanelLegends of Wall Street and the business community will conveneto chart the course of the future of transaction finance, privateequity and legal deal making issues. With an uncertain economythat brings significant risks and targeted opportunities, thesedealmakers will share their vision and strategy of the types oftransactions that they are seeing in their business. This is aninvaluable opportunity to hear from the best in a not-to-be-missedsession.

Marc BrownManaging Director, Corporate Development MICROSOFT

Philip BrownManaging Partner TORYS (New York, NY)

Duncan OBrienGeneral Manager of Corporate Development GENERAL ELECTRIC COMPANY (Fairfield, CT)

Gary W. ParrDeputy ChairmanLAZARD (New York, NY)

Gregg WalkerSenior Vice President of Corporate Development SONY CORPORATION OF AMERICA (New York, NY)

2:30 Shareholder Activism in the Wake of theEconomic Crisis: Building TrustRecent events have reduced the level of trust between companiesand their many stakeholders. Investors, employees, customers,regulations, and the general public. are far more skeptical thanbefore. A rise in shareholder activism and the adoption of say onpay provisions and proposed changes to corporate governanceregulations will require greater shareholder collaboration in thefuture. And how will that affect governance? Find out from thisexpert panel, which will examine how changing stakeholderexpectations will affect governance in 2010, including: Implementing say on pay resolutions effectively How executive compensation evolved and shareholder

engagement beganand where it sits today The new power of the emerging shareholdersand how to

build their trust Majority voting and the elimination of slate director elections The role of independent directors Directors liability: new threats How directors should respond to potential shareholder activism Increased transparency in financial and social responsibility

reporting How to build the trust required for successful M&A

William D. Anderson Jr.Managing Director GOLDMAN SACHS & CO. (New York, NY)

Gary HawtonChief Executive Officer MERITAS MUTUAL FUNDS (Toronto, ON)

Patrick McGurnSpecial Counsel INSTITUTIONAL SHAREHOLDER SERVICES (Rockville, MD)

3:30 Refreshment Break

Register Online at www.MandASummit.com or Call 1-800-882-8684

M AIN C ONFERENCE D AY 1 W EDNESDAY ,M ARCH 31, 2010


4/64 Register Online at www.MandASummit.com or Call 1-800-882-8684

3:45 The Very Latest on the Acquisition of a TroubledBusinessTiming is everything, and bargain-hunting investors are indicatingthat now could be a good time to acquire troubled assets.Certainly, the mergers and acquisitions market is not crowded rightnow. U.S. deal volume in the third quarter was the slowest periodby dollar value since the third quarter of 2004, according to TheWall Street Journal.

Meanwhile, there is no shortage of potential acquisition targets.With large declines in the global markets, stock prices are atbelow-average levels, based on a 10-year price-to-earningsaverage. And the number of troubled assets available for salecontinues to rise. Opportunistic companies with healthy balancesheets and access to cheap sources of financing may be in a goodposition to execute on long-term growth strategies. Timing themarket is a notoriously difficult task, however, especially in today'svolatile environment. Corporate buyers face additional complexitieswhen trying to identify the right moment to purchase a distressedasset.

Peter FishmanDirector, Financial RestructuringHOULIHAN LOKEY (San Francisco, CA)

Charles C. ReardonPartner CARL MARKS & COMPANY (Vienna, VA)

J. Scott VictorManaging Director SSG CAPITAL ADVISORS (West Conshohoken, PA)

4:45 Danger Alert: M&A Surge Means GreaterCutting-Edge Due Diligencefrom CulturalIntegration to FCPA ExposureWith the economic uncertainty and the need of some acquirers todo deals beyond their recent purview will make it more importantthan ever to make corporate development best practices moreimportant than ever. Due diligence has never become moreimportant. And one of the greatest dangers that can exposecompanies and directors to great corporate and personal liability

is the FCPA. In this session, you will hear due diligence and FCPAexperts discuss what measures successful organizations are usingto be certain that they are maximizing the success of the dealsthey will be making. You will learn:

Proper due diligenceand lessons to be learned The important steps that need to be take during target

selection The newest due diligence measuresand the specific areas that

require a special focus The due diligence required for culture, key talent and HR

delivery systemsfactors that have been historicallydownplayed

What is absolutely necessary in the integration processandhow do you discover it

Methods to ensure that the post-acquisition workforce isoptimized

The experience of a highly successful acquirer in completingover 36 successful acquisitions

How to Avoid FCPA Liability with Due Diligence The ever-increasing liability and damages for FCPA violations

both personal and corporate The FCPA dangers lurking for any company contemplating a

merger Lessons learned from the costly Siemens caseand others Taking the right steps to avoid FCPA liability Using the right due dil igence to detect FCPA violations How corporate executives can avoid personal liabilitywhich is

increasing dramatically

Mona PearlFounder & CEOwww.BEYONDASTRATEGY.com

Gerri KingPresident HUMAN DYNAMICS ASSOCIATES (Concord, NH)

Anne CaputoExecutive Director DOW JONES & COMPANY (Washington, D.C.)

5:45 Conference Adjourns

An Intricate Guide to Conducting Due Diligencefor M&A in Foreign Countries An Invaluable Guidefor Every American CorporationRecent experiences in enforcement have clearly shown that any companywhich does international business will face serious civil and criminalconsequences as well as severe financial penalties if the foreign thirdparties they deal with commit bribery or other corrupt moves. Continualcompliance becomes a strong imperative. But the exact nature of thatcompliance is often not understood by officials in U.S. companies.

You will learn: The most cutting-edge strategies every U.S. company requires for

M&A compliance How to investigate your potential business partners Establishing the proper policies for due diligence The exact requirements you are expected to know about your foreign

partners or intermediaries

What We Will Cover: The types of due diligence that are required depending upon the nature of the services

the vendor

The exact degree of effort required to scrutinize a potential intermediary or partner How to gather information about the officers and directors of the foreign partners orintermediaries while still honoring privacy laws

The steps required to monitor intermediaries once you establish your relationship with The steps you should perform for in-house due diligence Using cost-effective measures to carry on your due diligence

Workshop LeadersLarry V. Buel,Director, International and Domestic Agreements, Compliance,RAYTHEON COMPANY (Washington, D.C.)

Anne Caputo, Executive Director DOW JONES & COMPANY (Washington, D.C.)

Mona Pearl, Founder & CEOwww.BEYONDASTRATEGY.com

M ID -C ONFERENCE W ORKSHOP THURSDAY , A PRIL 1, 2010

M AIN C ONFERENCE D AY 1 C ONTINUED

8:00-10:15


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10:00 Opening Remarks from the Co-Chair

10:15 Solving the Critical Issues in Cross-Border DealsDeal activity is increasingly global. Multinational corporationscontinue to look for opportunities in emerging markets to expandtheir customer base and maximize operations, with India andChina being a prime draw of late. Buyers from countries withstrong currencies relative to the U.S. dollar are on a shoppingspree for American and Canadian targets and foreign directinvestment is also on the upswing in the U.S., at a rate outpacingmost other nations. Beyond a discussion of these trends, this panelwill also distill the complexities of transacting abroad, the primarylegal obstacles and the risk-reward trade-offs of working in theinternational deal community. You will learn: The latest important factors in negotiating a cross-border deal Conditionality Deal protections and executive compensation issues Regulatory impediments Dealing with the differences in Delaware law and Canadian law

in a Canadian-U.S. transaction the new developments in poison pills overcoming regulatory hurdles making the transaction work easier

Cory FraibergManaging Director RBC CAPITAL MARKETS (New York, NY)

Hon. Travis LasterVice Chancellor SUPREME COURT OF DELAWARE (Wilmington, DE)

11:15 The Exciting New Opportunities for CanadianM&AThere is new excitement in Canada about M&A, where whole newopportunities abound. Pension funds and private equity areeagerly eyeing income trusts, a lucrative investment vehicle, beforethey are phased out in 2011or are acquired. Canadiancompanies came out of the economic downturn quite strong, somany are better positioned as buyers than their counterparts inthe United States and elsewhere as countries emerge from therecession. In this fascinating discussion, learn about:

The new opportunities in Canadian M&A Where international buyers will find attractive investments New developments: what you are seeing now that you

werent seeing a year ago Where the deals are likely to take place Recent developments in Canadian M&A law How to deal with the 200 income trusts that have not yet

converted to a corporationand how they could be anattractive acquisition target

The opportunities for foreign M&A in Canada How private equity players are moving into the market

Geoffrey BelsherGlobal Head of Investment BankingCIBC WORLD MARKETS INC. (Toronto, ON)

Dougal MacdonaldPresident and Managing Director MORGAN STANLEY LTD. (Toronto, ON)

12:30 Networking Luncheon for Speakers andDelegatesSPECIAL LUNCHEON SPEAKERDr. Karim Pakravan

Associate Professor of FinanceDePAUL UNIVERSITY (Chicago, IL)

1:45 Opportunity Knocks: Taking Advantage of theLatest Chinese M&A ActivityMost financial experts agree that the global financial trend isshifting to Asia, most notably China. Chinas robust economicgrowth has fueled a number of mergers and acquisitions that arefacing new challenges and opportunities during the downturn. Itslegal environment has become more transparent and theregulatory framework is relatively complete. As well, manyChinese companies have been cashing in on a weak U.S. dollarand stepping up their presence in the North American M&Amarket. In this session, learn about: The critical sectors for M&A: while investment in

manufacturing continues to grow, a significant number offoreign Chinese investors have invested in areas such as:

service high-tech new resources consumer related activities

How China will increase overseas M&A by 40% in 2010witha deal volume of $30-$35 billion

The major challenge for foreign companies doing M&A inChina

Understanding Chinas new regulations in the context of itsinvestment policies and overall development goals

Why it is so important for foreign companies to be sensitive todelicate issues with respect to law, culture and public relations

How to properly allocate management resources to attend tocompanies strategic issues on China

What the Chinese companies are looking for when they investin Canada and the U.S.

The challenges involved in the Chinese lack of experience ininternational deals

John L. RogersPresident MIDWEST US-CHINA ASSOCIATION (Chicago, IL)

3:00 Refreshment Break3:15 India: Interesting Opportunities Beyond

OutsourcingIn the last 10 years, India has become a leading global force thatoffers business opportunities in a number of sectors. Within 30years, it will become the most populous nation on earth and, assuch, presents enormous opportunities for M&A. In this section,hear about both in bound and outbound business opportunities inIndiaand the potential they hold for North American business.You will hear leading experts discuss the opportunities in India,including: M&A opportunities in the market How the global financial markets impact M&A financingand

to best deal with it Private equity and public M&A in India The most important sectors to keep an eye on The outbound activity: how the Indian brand is being taken

global Dealing effectively with the changing legal landscape

Radhika RajanPrincipal THE CHATTERJEEE GROUP (New York, NY)

4:15 Conference Concludes

5 Register Online at www.MandASummit.com or Call 1-800-882-8684

M AIN C ONFERENCE D AY 2 THURSDAY , A PRIL 1, 2010


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Special Discounts Available: A limited number of discounts are available for the non-profit sector,government organizations and academia. For more information, please contact customer service at1-800-882-8684.Details for making payment via EFT or wire transfer:JPMorgan Chase - Penton LearningSystems LLC dbaIQPC: 957-097239ABA/Routing #: 021000021Reference: Please include the name of the attendee(s) and the event number: 18535.001Payment Policy: Payment is due in full at the time of registration and includes lunches andrefreshment. Your registration will not be confirmed until payment is received and may be subject tocancellation.For IQPCs Cancellation, Postponement and Substitution Policy, please visitwww.iqpc.com/cancellationVenue Information: Venue is to be announced. Please check the website at www.MandASummit.comfor updates and announcements.2010 IQPC. All Rights Reserved. The format, design, content and arrangement of this brochureconstitute a trademark of IQPC. Unauthorized reproduction will be actionable under the Lanham Actand common law principles.

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International

M ERGERS &

A CQUISITIONS

TM

D ISCOVERING N EW O PPORTUNITY IN A C HANGING E NVIRONMENT

N EW Y ORK , NY M ARCH 31-A PRIL 1, 2010

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