10th Annual Advanced MERGERS & ACQUISITIONS

CONFERENCE AGENDA

December 11, 2012

8:00

Continental Breakfast

8:30

Welcoming Remarks from Insight Information

8:35

Opening Remarks

Andrew J. McLeod 
Partner
Blake, Cassels & Graydon LLP

William S. Osler 
Partner
Bennett Jones LLP (Calgary)

8:45

Facing the Reality of Challenging Markets: An Investment Banking Perspective

James E. Kofman 
Vice Chairman, Cormark Securities Inc. (Toronto)

• A look at the current market environment for M&A and related financings
• How market volatility and uncertainty is impacting M&A strategy
• Organic vs acquisitive growth in challenging markets
• Managing transactions in a changing commodities market
• Tactics for getting transactions done

9:30

State of the Art Deal Strategy to Extract the Most Value

Moderator/Speaker:
Cameron G. Belsher
Partner, McCarthy Tétrault LLP

Neil de Gelder, Q.C. 
Executive Vice President, Stern Partners Inc.

Marco Tomassetti 
Partner, Capital West Partners

For corporations with cash in the bank, Mark Carney, Governor of the Bank of Canada believes now is the time to invest it in growth. But does M&A deliver value – or is there an alternate way to benefit in these tough times? In this session, the speakers will address the value proposition from both the buyer and seller perspective and share what needs to be done to get the most out of the transaction.

• Deal Rationale:
  • Is an acquisition the best growth strategy?
  • Is selling the best exit strategy?
  • What other options exist?
• Preparing for a Transaction – The Sell Side:
  • As a potential seller, what must your deal team be doing to prepare?
  • What can a Company do to attract the right buyer?
  • What must the Board and Management Team do prior to the Company being put in play?
  • How to create deal tension
  • Retention bonus and incentive issues
• Preparing for a Transaction – The Buy Side:
  • Exclusivity - Financing and diligence conditions
  • Reverse Break Fees
• Value Through Negotiating:
  • Working capital - Holdbacks - Leveraging the Balance Sheet
• Ethical considerations and best practices associated with negotiating a deal

10:30

Networking Coffee Break

10:45

Funding the Transaction: A Discussion of Financing Options (Now that Financing is Again an Option)

David Bustos 
Managing Director, Regional Co-Head, British Columbia
RBC Capital Markets

The credit crunch spelled trouble for the financing of M&A transactions, but liquidity has roared back and markets are buoyant. Many buyers are taking advantage of current market conditions to fund deals and position for future growth. This session will review financing options available to participants and discuss the current market climate for each including:

• Bank funding
• Investment grade and high yield markets
• Mezzanine financing
• Sources of equity capital

with lessons learned from a range of public and private transactions.

11:20

Alternative Forms of Financing: Mining and the Metal Stream

David Awram 
Director and Executive Vice President, Sandstorm Gold Ltd.

• When does a stream make sense, and when does it not?
• What combination of financing sources work well together (as opposed to what sources are mutually exclusive)
• Structuring the transaction when the purchase of the company and corresponding stream financing take place simultaneously
• Structuring the financing transaction to anticipate future M&A opportunities
• Acquiring a company that has sold its streaming rights – how to rationalize and account for the change in valuation?

12:00

Networking Luncheon

1:00

What Private Equity Looks For in M&A Transactions: Structuring and Other Trends in 2012-13

Tracey L. McVicar 
Managing Partner, CAI Capital Management Co.

Simon A. Romano 
Partner, Stikeman Elliott LLP (Toronto)

• What is private equity looking for in an investment?
• What deal structures do they demand for greater deal certainty?
• How do they hardwire an exit strategy into an acquisition agreement?
• Contractual rights and obligations of parties to private equity buyout transactions

1:45

Key Trends in Global M&A: USA, South America, Europe, Middle East and Asia

Steven A. Latimer 
Managing Director, Head of Canadian Investment Banking
Jefferies & Company, Inc. (Toronto)

• Perspectives on the current issues impacting global M&A
• The changing dynamics of the international landscape
• Leveraging capital markets to facilitate successful transactions
• Negotiating values in turbulent market conditions
• The trend towards Joint Ventures for resource-based companies
• Implications for global M&A in 2013 and beyond

2:15

DEBATE

Regulation of Defensive Tactics and Where They May Go Next in Canada: What Should the Future Hold for Shareholder Rights Plans in Canada?

Brent W. Aitken 
Vice Chair, British Columbia Securities Commission

Gordon R. Chambers 
Partner, Cassels Brock & Blackwell LLP

Alan Wallace 
Vice Chairman, CIBC World Markets

• The current standard for review of Shareholder Rights Plans in B.C. – Lions Gate Holdings
• The US approach – Airgas
• The interests of the market vs the duties of the Board
• Shareholders' rights – should the majority rule in the event of a change of control?
• The duties of the Board after BCE – should we let the Board decide and, if so, in what circumstances?
• Ultimately, who should regulate a change of control?

3:15

Networking Refreshment Break

3:30

The Role of Communications in M&A Transactions: What Is It and Does It Matter?

Josh Pekarsky 
President, Longview Communications Inc.

Most M&A practitioners will agree that communications plays a critical role in takeover preparedness and successful execution of many types of M&A transactions and contests for corporate control. This presentation will examine the following questions, among others:

• What is the role of communications in takeover preparedness?
• PR and the role of non-financial stakeholders
• Where does it start and end?
• How does PR fit within the working group?
• Alphabet soup – PR, GR, IR, CSR
• Case studies of effective deal-related communications

4:00

Emerging Trends in M&A Litigation: The Impact of Recent Decisions on Future Deals

Counsel to Telus:
Robert S. Anderson, Q.C. 
Partner, Farris, Vaughan, Wills & Murphy LLP

Counsel to Mason Capital Management LLC:
Geoffrey B. Gomery, Q.C.
Partner, Nathanson, Schachter & Thompson LLP

Andrew Foley 
Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP (New York)

• Telus v. Mason Capital Management – "empty voting" – an effective strategy?
• Southern Peru - unprecedented, but "appropriate", damages and fees award upheld
• From friendly to hostile: Martin Marietta Materials v. Vulcan Materials – the Confidentiality Agreement as a standstill
• Re Synthes shareholder litigation and Frank v. Elgamal – what merits heightened scrutiny in Delaware and what does not?
• Ethical considerations and best practices associated with litigating M&A issues

5:00

Conference Ends for the Day

December 12, 2012

8:00

Continental Breakfast

8:30

KEYNOTE ADDRESS

The Canadian Government's Position on Foreign Takeovers

Speaker to be advised

• Rise of SOE investment – should there be a different policy, depending on the buyer?
• What are other countries doing?
• Reciprocal acquisitions – Bank of Guangzhou/Bank of Nova Scotia in contrast with CNOOC/Nexen

9:15

KGHM Case Study

Negotiating Foreign Transactions: Global Competition for Canadian Resources

R. J. (Don) MacDonald 
Chief Financial Officer
KGHM International Ltd.

Andrew J. McLeod 
Partner
Blake, Cassels & Graydon LLP

Sarfraz Visram 
Managing Director, Mergers & Acquisitions
BMO Capital Markets (Toronto)

The global competition for Canadian resources has never been more heated. While China makes the headlines more often, it is not the only country that is searching the globe for opportunities. With reference to the experience of Quadra FNX Mining Ltd. which was ultimately acquired by Polish mining giant KGHM, this session will discuss the nature of the global marketplace for natural resource companies and Canada's role within it.

• From overture through auction, negotiation, culmination and integration – dealing with disparate cultures
• The identity and imperatives of competing acquirers
• Risk and perception – pitching the proposition to different audiences
• Execution risk – how does the target choose a suitor?
• Managing the deal team in a global transaction
• Regulatory risk in multiple jurisdictions
• Ethical considerations and best practices associated with international deals

10:15

Networking Coffee Break

10:30

International Anti-Corruption: Increased Enforcement and Rising Due Diligence Standards

Milos Barutciski 
Partner, Co-Head of International Trade
Bennett Jones LLP (Toronto)

Nick Panes 
Vice President, Corporate Investigations, Mexico, Central America & Andean Region
Control Risks (Mexico City)

This presentation will cover the entire life cycle of the M&A process in relation to anti-corruption due diligence, addressing the evolving debate surrounding corruption risk management and the central importance of anti-corruption due diligence, particularly in relation to emerging markets.

• Anti-corruption liability in M&A: Canadian and international law
• Increased enforcement and rising due diligence standards
• Objectives and scope of anti-corruption due diligence
• Corruption risk analysis and mitigating successor liability
• Preparing to sell the business and addressing legacy issues
• Anti-corruption representations and warranties
• Post-signing and post-closing integration

11:30

Structuring a Deal from an Optimal Tax Perspective: The Impact of Recent Tax Proposals on Acquisition Structures

Reinhold G. Krahn
Partner, Lawson Lundell LLP

• What tax strategy/deal structure allows you to extract optimal value?
• Will the tax amendments proposed on August 14, 2012 (the Proposals) adversely affect common acquisition structures for acquiring Canadian corporations with foreign subsidiaries?
• How will investments in foreign subsidiaries by existing, foreign-controlled Canadian corporations also be affected?
• How to construct a cross-border deal so that you can extract cash back to Canada

12:15

Networking Luncheon – Hosted by

1:00

M&A Issues Confronting the Competition Bureau

Kelley McKinnon 
Senior Deputy Commissioner of Competition, Mergers
Competition Bureau of Canada

1:45

Selling the Deal in an Activist Shareholder Environment: Proxy Battles

Chris Makuch 
Vice President, Georgeson

Stuart Morrow 
Partner, Davis LLP

Alexander A. Singh 
General Counsel & Secretary, West Face Capital Inc. (Toronto)

The panelists will discuss the strategic and tactical considerations involved in gaining shareholder support for change; guidance for issuers in how to present the transaction for approval, how to respond to activists' requests, demands or threats; activist shareholder's perspective on efficiencies in maximizing shareholder value; the role of proxy solicitors and public relations advisors; shareholder engagement with management; reality checks on achievable objectives and at what cost; recent cases and regulatory developments affecting conduct of proxy campaigns.

• All M&A is hostile:
  • Always be prepared to defend the deal
  • Deal protection, what does/does not work
• Yesterday's opportunists and raiders = today's shareholder champions (effective PR work)
• Activist's campaign: prioritizing objectives; recruiting support; strategies for execution
• Pushing for change from the outside: carrots, sticks and bear hugs revisited
• Issuer's response to unsolicited advances: defensive tactics (advance notice bylaws and poison pills)
• Proxy Advisors: strategies to manage them; their roles; their responsibilities
• Mechanics of launching/defending a proxy campaign
• Ethical considerations and best practices associated with proxy battles

2:45

Networking Refreshment Break

3:00

The Open Range Energy Case Study

Consideration of Fiduciary Duties and Responding to Superior Proposals in a Competitive Sale Process

Robert R. Verbuck 
Partner, Burstall Winger LLP (Calgary)

Peyto Exploration & Development Corp. ultimately won the bidding for Open Range Energy Corp. after a series of competitive bids in which several potentially superior proposals were considered raising a number of interesting issues for the Board. Our speaker was Corporate Secretary and lead counsel to Open Range Energy Corp. and will outline the issues and provide answers to the questions that were addressed during the competition for this attractive acquisition.

• What are the Board's fiduciary duties in the context of a competitive sale process
• What is the meaning of a "superior proposal"?
• How to respond to superior proposals
• Drafting techniques to provide advantages to the target and/or the acquirer
• Ethical considerations and best practices

3:55

Passing the Torch Without Getting Burned: Strategic Tips for Managing the Sale of a Family Business

Michael Berkson
Partner, Fulcrum Capital Partners

Daniel E. Steiner
Partner, Stikeman Elliott LLP

Grant Wallace
Director, CIBC Mid-Market Investment Banking

• Family dynamics and understanding everyone's objectives
• Who is the best buyer ... existing management, family or an outsider?
• Different structures for different buyers
• What's the process?
• Ethical considerations and best practices associated with executing family business deals

4:45

Conference Ends

CLE Accreditation

This program has been approved by the Law Societies of British Columbia and Saskatchewan for 14 hours, of which 2 hours qualify for ethics hours.

In Alberta this program qualifies as a CPD learning activity.

• CEOs, Presidents & COOs
• CFOs and Controllers
• Vice Presidents, Directors and Managers of:
  • Business Development
  • Mergers & Acquisitions
  • Finance & Administration
• In-house Counsel
• Valuators
• Investment Bankers

• Lawyers practicing in:
  • Corporate Finance
  • M&A
  • Securities
• Finance Arrangers
• Government and Regulatory representatives
• Business and Investment Analysts

Brent W. Aitken 
British Columbia Securities Commission
 

Robert S. Anderson, Q.C.
Farris, Vaughan, Wills & Murphy LLP
 

David Awram
Sandstorm Gold Ltd.
 

Milos Barutciski 
Bennett Jones LLP
 

Cameron G. Belsher 
McCarthyTétrault LLP
 

Michael Berkson 
Fulcrum Capital Partners
 

David Bustos
RBC Capital Markets
 

Gordon R. Chambers 
Cassels Brock & Blackwell LLP
 

Neil de Gelder, Q.C.
Stern Partners Inc.
 

Andrew Foley 
Paul, Weiss, Rifkind, Wharton & Garrison LLP

Geoffrey B. Gomery, Q.C. 
Nathanson, Schachter & Thompson LLP

James E. Kofman 
Cormark Securities Inc.
 

Reinhold G. Krahn
Lawson Lundell LLP
 

Steven A. Latimer
Jefferies & Company, Inc.
 

R. J. (Don) MacDonald 
KGHM International Ltd.

Chris Makuch 
Georgeson
 

Kelley McKinnon
Competition Bureau of Canada
 

Andrew J. McLeod 
Blake, Cassels & Graydon LLP
 

Tracey L. McVicar 
CAI Capital Management Co.
 

Stuart Morrow 
Davis LLP

Nick Panes 
Control Risks

Josh Pekarsky 
Longview Communications Inc.
 

Simon A. Romano 
Stikeman Elliott LLP
 

Alexander A. Singh 
West Face Capital Inc.
 

Daniel E. Steiner
Stikeman Elliott LLP
 

Marco Tomassetti 
Capital West Partners
 

Robert R. Verbuck 
Burstall Winger LLP
 

Sarfraz Visram 
BMO Capital Markets
 

Alan Wallace 
CIBC World Markets
 

Grant Wallace
CIBC Mid-Market Investment Banking

Dear Colleague:

M&A continues to dominate the headlines – foreign buyers are "shopping Canadian". The risks affecting deal certainty are increasing as regulatory authorities step up enforcement and proxy contests are becoming more frequent. For corporations with cash in the bank, Mark Carney, Governor of the Bank of Canada believes now is the time to invest in growth. But does M&A deliver value, or is there an alternate way to benefit in these uncertain times?

Now that "blind enthusiasm" for the deal is dead, it is crucial that you recognize the myriad of challenges facing dealmakers in order to effectively find and execute deals strategically. The in-depth nature of the topics at Insight Information's 10th annual M&A conference will provide you with the tactical information necessary in order to compete effectively in rapidly evolving markets.

Conference highlights include a lively debate on the regulation of defensive tactics featuring Brent Aitken, Vice Chair of the British Columbia Securities Commission; a review of the intricacies of foreign transactions featuring Don MacDonald, CFO of KGHM International Ltd.; Alexander Singh, General Counsel & Secretary of West Face Capital will provide an activist shareholder's perspective on efficiencies in maximizing shareholder value; and David Awram, Executive Vice President of Sandstorm Gold Ltd. will highlight transactions where the purchase of the Company and stream financing take place simultaneously.

What sets this conference apart from others is the quality and diverse expertise of an unparalleled faculty. If you and your team are looking to get a sense of what the M&A future holds and seeking to acquire expertise from those who know how and when to employ the right tactics to create deal tension, you will not want to miss this event.

We are confident that you will find this program and the networking opportunities it will afford to be an excellent investment of your time and look forward to seeing you in December.

Yours truly,

Aandrew J. Mcleod 
Partner, Blake, Cassels & Graydon LLP

William S. Osler 
Partner, Bennett Jones LLP

Silver Sponsor

Bronze Sponsor

Marketing Partners

Please note: Full payment is required in advance of conference dates. Please make all cheques payable to Insight Information.