MERGERS and ACQUISITIONS

PROGRAM CO-CHAIRS

John H. Kousinioris
Partner, Bennett Jones LLP

Andrew J. McLeod
Partner, Blake, Cassels & Graydon LLP (Vancouver)

Featuring Practical Presentations

ANATOMY OF A DEAL: SUNCOR/PETRO-CANADA

Terry Hopwood, Suncor Energy Inc.
Neil Camarta, Suncor Energy Inc.

DUE DILIGENCE FOR A BANKRUPTCY ACQUISITION INVOLVING UNITED STATES, CANADA, MEXICO

Thomas McIelwain, Golder Associates Ltd.

BRIDGING THE VALUATION GAP BETWEEN BUYERS’ AND
SELLERS’ EXPECTATIONS: GLOBAL AND DOMESTIC CONSIDERATIONS

OVERCOMING CHALLENGES IN THE EUROPEAN TAKE-OVER BID CONTEXT

David McLennan, Sierra Wireless, Inc.

BLACK AND WHITE HATS: SHAREHOLDER ACTIVISM

A. Murray Sinclair, Jr., Quest Capital Corp.

DEAL OR NO DEAL? CONDUCTING DUE DILIGENCE IN A
CHANGING ENVIRONMENT

John Koyanagi, NAL Oil & Gas Trust

Brian F. Dunn, FirstEnergy Capital Corp.

CLE Accreditation

This program has been approved by the Law Society of British Columbia for 13 hours

SPONSOR

MARKETING PARTNERS

MEDIA PARTNERS

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

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

Dear Colleague:

There are many M&A conferences but what makes this annual event stand out above the rest is the high level of discussion that takes place between the delegates and the speakers and the practical nature of the presentations from key industry participants. If your deal team is looking to acquire expertise from those who know how and when to employ the right tactics, you will not want to miss this event.

Featuring an unparalleled faculty and exceptional case studies, attendees will gain insights into the use of a wide array of tactics that are necessary for executing deals in the new economic environment. Corporate executives from Suncor Energy Inc., NAL Oil & Gas Trust, Sierra Wireless, Inc. and Viterra Inc. will provide first-hand perspectives on deals they were involved with. Leading North American financial and legal experts will share ideas for structuring transactions and overcoming obstacles and regulators will highlight emerging trends, initiatives and regulatory responses.

The program will be both lively and informative and you will come away from this conference with a better understanding of cutting-edge issues in M&A so that you are able to maximize opportunities that arise in 2010 now that economic recovery is on the horizon.

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

Yours truly,

John H. Kousinioris
Partner
Bennett Jones LLP

Andrew J. McLeod
Partner
Blake, Cassels & Graydon LLP (Vancouver)

TUESDAY | DECEMBER 1, 2009

8:00 | 8:30

Registration and Continental Breakfast

8:30 | 8:35

Welcoming Remarks from Insight Information

8:35 | 8:55

Co-Chairs’ Opening Remarks

John H. Kousinioris
Partner
Bennett Jones LLP (Calgary)

Andrew J. McLeod
Partner
Blake, Cassels & Graydon LLP (Vancouver)

8:55 | 9:40

Finding Opportunity in Market Adversity: An Investment Banker’s Perspective on Trends in M&A and Capital Markets

Dave Harrison
Managing Director
Head of Energy, Investment Banking
UBS Securities Canada

• Looking back at 2009, what can we learn from what has happened?
• Factors driving the current capital markets
• How have M&A markets been affected – domestic, cross-border, global?
• How is the market dislocation impacting companies?
• Looking forward, the outlook for further activity
• Finding opportunity in market adversity

9:40 | 10:40

Anatomy of a Deal: Suncor/Petro-Canada

Suncor
Brock W. Gibson
Chairman
Blake, Cassels and Graydon LLP

Terry Hopwood
Senior Vice President and General Counsel
Suncor Energy Inc.

Petro-Canada
Robert J. Engbloom, Q.C.
Partner
Macleod Dixon LLP

Neil Camarta
Executive Vice President, Natural Gas
Suncor Energy Inc.

10:40 | 11:00

Networking Coffee Break

11:00 | 12:00

Deal or No Deal? Practical Realities When Conducting Due Diligence in a Changing Environment

Moderator: John S. Osler
Partner
McCarthy Tétrault LLP

John Koyanagi
Vice President, Business Development
NAL Oil & Gas Trust

Brian F. Dunn
Managing Director
Acquisitions & Divestitures
FirstEnergy Capital Corp.

Getting the business, technical, engineering, environmental, accounting and legal due diligence completed efficiently is vital to assessing target value and effectively preparing transaction documentation. Receiving voluminous information does not mean you have all the information you need to make an informed business decision. Seasoned experts will share tips from the most successful due diligence exercises they have encountered. With reference to real life situations and a case study, attendees will gain ideas for making the due diligence process more efficient while ensuring that critical information is not overlooked.

• Best practices for assembling the technical due diligence team
• Beyond National Instrument 43-101 and National Instrument 51-101 technical reports: minute books, accounting materials, material contracts, litigation, permits and other documentation
• Retaining focus: finding workable solutions to overcome challenges in the due diligence process
• Successful strategies for reviewing past environmental issues on site or future reclamation issues
• Planning for integration

Due Diligence for a Bankruptcy Acquisition Involving United States, Canada, Mexico

Thomas McIelwain
Principal - Environmental Division
Golder Associates Ltd. (Toronto)

Thomas McIelwain will share insights into how they expedited a due diligence portfolio review for one waste management company’s potential bankruptcy acquisition of another waste management company. Finishing ahead of schedule, their comprehensive report included a Monte Carlo “Crystal Ball” financial analysis based on environmental liability and cost data obtained, from which they provided a graphical and tabular report of the probabilistic distribution of cost liabilities for the portfolio.

12:00 | 1:30

Networking Luncheon

1:30 | 2:30

Bridging the Valuation Gap Between Buyers’ and Sellers’ Expectations:
Global and Domestic Considerations

Moderator:
Gerard McInnis
Partner & Western Canadian Practice Leader, Valuation & Business Modeling
Ernst & Young LLP

Jim Osler
Principal and Head, Mergers & Acquisitions
Genuity Capital Markets (Toronto)

Thomas E. MacInnis
Managing Director, Corporate and Investment Banking
National Bank

With broad market valuations well or more off their highs of a year ago and many sectors and smaller capitalization enterprises experiencing even more severe declines in their valuations,
it is challenging to find a sense of “fair value” that works for both buyers and sellers.

This challenge is compounded by the many obstacles to completing a deal in a challenging environment in dealing with other stakeholders and external parties to a transaction such as financing sources, investors, customers, suppliers and employees.

• Dealing with the new pricing realities in the current market
• Price discovery in the current environment – auctions versus exclusive negotiations
• Finding common ground around value
• How to leverage financing in a buyer’s market
• Taking a position – toeholds and lock-ups

2:30 | 2:50

Networking Refreshment Break

2:50 | 3:50

Tactics for Launching and Defending Against Hostile Takeovers –
Recent Developments and Case Studies

John H. Kousinioris
Partner
Bennett Jones LLP

Jay P. Reid
Partner
Burnet, Duckworth & Palmer LLP

The challenging economic environment has led to an increase in opportunistic hostile takeover bids. In this session, the speakers will discuss issues relating to launching and defending hostile takeover bids, including strategy and tactics, target preparedness, public communications and the impact of recent judicial and regulatory decisions on takeover bid planning and practice. Issues will be highlighted by reference to lessons provided by actual hostile takeover bids involving Canadian companies.

3:50 | 5:00

Where Will Private Equity Transact in 2010?

Roy Aneed
Investment Professional
Natural Gas Partners (Dallas)

Brian Boulanger
Senior Vice President
ARC Financial Corp.

John Mercury
Partner
Bennett Jones LLP

Roger R. Wilen
Partner
Sidley Austin LLP (Chicago)

• Disciplined investing – where will private equity funds source deal flow in 2010?
• What are the prospects for portfolio company exits, both in the public markets and privately?
• What criteria/priorities will private equity funds place on future transactions?
• Enhancing deal flow through alternative acquisition structures
• Key legal structuring considerations for private equity investments in 2010

5:00

Conference Adjourns for the Day

WEDNESDAY | DECEMBER 2, 2009

8:00 | 8:30

Continental Breakfast

8:30 | 9:30

Overcoming Challenges In The European Takeover Bid Context

Jocelyn M. Kelley
Partner
Blake, Cassels & Graydon LLP (Vancouver)

Marwan Kubursi
Managing Director
CIBC World Markets (Toronto)

David McLennan
Chief Financial Officer
Sierra Wireless, Inc. (Vancouver)

In this session, the speakers will examine the Sierra Wireless / Wavecom acquisition, an acquisition of a French publicly traded company that presented a number of interesting challenges in the European takeover bid context.

9:30 | 10:15

Practical Advice for the Board in the New Deal Environment

Stan Magidson
Partner
Osler, Hoskin & Harcourt LLP

Volatile capital markets, economic conditions and new judicial and regulatory decisions have added to the complexity of the role of the Board in M&A transactions. In this session you will learn how to navigate the minefield. The discussion will include learnings from the decisions in:

• BCE
• HudBay
• Profound Energy

10:15 | 10:30

Networking Coffee Break

10:30 | 11:20

Innovative M&A Financing in a Turbulent Economy

Shane C. Fildes
Executive Managing Director, Global Head - Energy Group
Investment & Corporate Banking
BMO Capital Markets

Mark Herman
Managing Director
Scotia Capital

Mark Waissar
Managing Director
GCA Savvian, LLC (San Francisco)

• Availability of funding
• Where to find it
• How to structure it
• Minimizing deal risk

11:20 | 12:15

Opportunistic Deals: M&A in Distressed Situations

Peter Farkas
Senior Partner and Vice-President Corporate Restructuring
RSM Richter (Toronto)

D. Alan Ross
Managing Director
Matco Capital Ltd.

• The “look and feel” of opportunities in distress
• Overview of CCAA and BIA; which one to use, when?
• What is a “liquidating” CCAA? Does it matter where you file?
• How is a sale under the CCAA normally structured?
• Credit bidding/” loan to own”; “Stalking Horse” bids; cross-border issues
• Accessing capital markets and securing bank financing
• Tax issues relating to debt forgiveness
• Monetizing the value of tax pools
• Priority of CRA claims
• Issues of concern; pitfalls to avoid

12:15 | 1:15

Networking Luncheon

1:15 | 2:00

Understanding the Impact of the New IFRS Rules on M&A Deals

Steen Skorstengaard
Partner
Calgary Market Leader, IFRS Conversion Services
Deloitte & Touche LLP

Converting to IFRS Rules will be one of the biggest challenges over the next two years. If you are considering an M&A deal, your short list may already include one or more companies that have adopted IFRS. And if not now, probably soon will. This session will highlight a number of pitfalls and challenges that conversion to the new IFRS Rules will bring and provide a big-picture view of the changes and opportunities to keep in mind when doing due diligence, structuring the deal or understanding the impact on your financial statements after the acquisition.

2:00 | 2:45

Black Hats and White Hats: Shareholder Activism

A. Murray Sinclair, Jr.
Chairman
Quest Capital Corp. (Vancouver)

Stuart B. Morrow
Partner - Corporate Finance
DAVIS LLP (Vancouver)

Our co-panelists bring many years of experience in mounting and defending against dissident proxy campaigns. This presentation will examine a wide range of technical and legal considerations in applying pressure to issuers unwilling to respond to the will and demands of their shareholders; and conversely, in defending management against opportunistic and predatory raids that do not serve the best interests of all shareholders, including practical applications of such strategies and related case studies.

2:45 | 3:30

The Blurring of Boundaries Between Corporate and Securities Law

Tom Graham
Director, Corporate Finance
Alberta Securities Commission

Naizam Kanji
Manager, Mergers and Acquisitions
Ontario Securities Commission (Toronto)

• Role of courts and regulators in reviewing M&A transactions
  • reviewing related-party transactions
  • application of public interest jurisdiction
  • reviewing bidder conduct
• Impact of the HudBay decision
  • dilutive acquisition transactions
  • private placements
  • fairness opinions
• Recent developments in review of Shareholder Rights Plans

3:30 | 4:10

Welcome to Canada: What Investors and Targets Need to Know about Recent Changes to the Competition Act and Investment Canada Act

Susan M. Hutton
Partner
Stikeman Elliott LLP (Ottawa)

• New U.S.-style merger review procedure: longer review times for complex cases
• Higher Competition Act merger review thresholds: more severe penalties for failure to notify
• Higher Investment Canada review thresholds
• New ‘national security’ review; foreign investment obligations
• New, stricter rules against cartels: certain agreements ‘per se’ prohibited
• New rules for pricing practices
• High fines for abuse of a dominant position
• New management at the Competition Bureau

4:10 | 4:45

Doing Deals in the U.S.? Dealing with the U.S. Pension Regulatory Regime, COBRA, 409-A

Marianne O’Bara
Partner
Dorsey & Whitney LLP (Seattle)

Complying with the Internal Revenue Code and the Employee Retirement Income Security Act (ERISA) can make sponsoring U.S. benefits a complicated undertaking. In this discussion, we will highlight some of the benefit issues which may arise when acquiring a U.S. company, such as:

• Already have U.S. operations? Special “controlled group” rules will apply to all U.S operations
• Decision to continue or terminate benefit plans of newly acquired entities – limitations and possible timing requirements for plan terminations
• Possible liabilities relating to pension plans:
  • underfunded defined benefit plans
  • withdrawal from multi-employer (union) defined benefit plans
  • employer stock in retirement plans
• Possible liabilities relating to welfare plans:
  • retiree medical obligations
  • COBRA obligations
• 409A Compliance – may apply to a wide range of plans and agreements:
  • nonqualified retirement plans
  • employment, severance or change in control agreements

4:45

Register 3 delegates for the main conference at regular price at the same time and you’re entitled to register a fourth person from your organization at no charge. For other group discounts, please call 1-888-777-1707. All discounts must be redeemed when booking, discounts will not be valid or applied after this time.