Workshop Forum on Company Restructuring and Management Buyouts

Workshop Forum on Company Restructuring and Management Buyouts Date: 29 30 October 2003 Venue: Singapore Management University Organized by:

ABOUT THIS WORKSHOP Management buyouts (MBOs) are common in the US and Europe. In Asia, the MBO market has just started to evolve. There are huge expectations for the Asian MBO market to quickly develop and increase in volume given the globalized trends of large corporations restructuring and divesting non-core businesses to stay competitive and the rise of a new generation of owner managers. The Asian MBO can be a challenging business due to factors ranging from unfavourable regulatory environment, family control, level of transparency and reluctance of owners to sell crown jewels to financial foreign investors. This 2-day workshop aims to equip participants with the specific skills and tools to complete a successful buyout, focusing on transforming the portfolio companies, specifics of an MBO/LBO deal versus a venture capital type investment, challenges involved, role of management in the MBO process, typical structure of an MBO transaction in Asia, and case studies. ABOUT THE ORGANIZERS Singapore Management University (SMU) was officially incorporated in 2000 and holds the unique position of being Singapore s first private university funded by the government. This flexibility facilitates SMU s aim to be a world-class university on par with the best internationally. Modeled after the Wharton School of the University of Pennsylvania, SMU s curriculum aims to groom outstanding business leaders and creative entrepreneurs capable of excelling in a rapidly changing and dynamic world. Singapore Venture Capital & Private Equity Association (SVCA) was formed in 1992 under the patronage of the Singapore Economic Development Board (EDB) to promote and foster the growth of the venture capital and private equity sector. SVCA aims to stimulate the promotion, research and analysis of venture capital and private equity in Singapore and in other countries, as well as to facilitate contact with policy-makers, research institutions, universities, and associations by organizing regular symposia, seminars and forums for the exchange of views. WHO SHOULD ATTEND Entrepreneurs Investors Regulators Technology Managers Venture Capitalists Executives interested in the process and tools of MBOs WHO TO CONTACT FOR MORE INFORMATION AND UPDATES Ms Kuo Pey Juan Ms Liza Asri SMU SVCA 469 Bukit Timah Road 151 North Buona Vista Road Oei Tiong Ham Building #02-25 Phase Z.Ro Singapore 259756 Singapore 139347 Tel: +65-6822 0360 Tel: +65-6311 9694 Fax: +65-6836 3486 Fax: +65-6311 9695 Email: pjkuo@smu.edu.sg Email: liza_asri@svca.org.sg

Day 1 - WEDNESDAY, 29 OCTOBER 2003 0830 0900 REGISTRATION 0900 1230 DYNAMICS & TRENDS This session will review recent developments in the buyout scene in the private equity sector in the US, Europe and Asia. It will briefly review various buyout models, discuss the advantages of buyout transactions versus other forms of private equity investments, and the market opportunities that are currently being sought after by investors. The discussion will touch on the investment risks involved in the different phases of the transaction, and highlight the implications for the different stakeholders involved in the corporate restructuring process that typically follow such transactions. Lead Facilitator: Winston Koh Associate Professor, SMU Winston is Associate Professor of Economics at SMU. Prior to joining SMU, he was Senior Vice-President of OCBC Bank in charge of private equity investments. He was faculty member of the NUS Business School from 1990-1994. In 1994, he joined J.P. Morgan Inc. to set up the Asian Emerging Markets Strategy team. From 1998-2000, he was in charge of risk management for Asia ex-japan. Winston has been active in consulting and executive development programs. He has served as an Associate Editor for the Asia Pacific Journal of Finance and his publications have appeared in international journals such as Economics Letters, Journal of Economic Behaviour and Organization, Journal of Institutional and Theoretical Economics and others. His current research interests include investment management in global financial markets and industry competition and market structure. Winston holds a PhD in Economics from Princeton University and graduated with Double First Class BA Honours in Economics at the University of Cambridge. Guest Speaker: Alastair Morrison Managing Director, Private Equity, Standard Chartered Bank Alastair joined Standard Chartered Private Equity in April 2002. He spent 20 years at 3i Group, the leading European private equity firm where he was Director for 3i Asia Pacific and founded 3i s Asia Pacific operations in 1997. Alastair ran a London investment team focusing on buyouts and expansion financing. He has many years of investing experience across a wide range of industries in Europe and Asia.

1230 1400 WORKING LUNCH 1400 1700 INVESTMENT LIFE CYCLE: FINDING VALUE The buyout firm should seek to complete various types of transactions in Asia. It should invest in a range of industries. Buyout firms in the US prefer media and consumer product industries. Consumer products prove to be the most popular industry for target investments in Asia. The buyout firm should provide expansion capital to innovative private companies as well as growth capital for public companies and back managers focusing on industry consolidation strategies and MBOs. It can help as a financial and strategic partner in a range of business situations. In general, it should look for a variety of characteristics in potential investments. It should exhibit a distinctive profile. The buyout firm searches proactively for the best acquisition targets. Its approach to screening involves careful analysis of the market, competitors and target. Inadequate screening of candidates is, however, commonplace. The buyout firm s approach to screening should evaluate the market dynamics and the target s performance and fit with the firm. Screening can take a long time, particularly in buyout firm-initiated acquisitions. Extremely long screens may include waiting time until the candidate becomes available. Lead Facilitator: Will Hoon Executive Vice-President, Transpac Capital Will has directed transactions for funds managed by private equity firms and for organizations from Asia, Europe and the US. He has extensive experience serving on investment committees of private equity funds and executive committees of operating companies. He has helped a large number of portfolio companies to assess various options in capturing opportunities in Asia. Will holds a science degree from the Massachusetts Institute of Technology and completed graduate research at the University of Cambridge (Trinity College). Guest Speaker: Amitava Guharoy Executive Director, PricewaterhouseCoopers Amitava is an Executive Director with PricewaterhouseCoopers Corporate Finance, specialising in mergers and acquisitions, private equity placements, financial restructuring and other financial advisory assignments and valuations. He has advised a number of multinational and domestic companies, both listed and unlisted, in entry strategies, mergers and acquisitions, financial restructuring, finance raising, forming joint ventures and technology transfers. He has also advised a large number of private equity funds with investments in portfolio companies as well as their own fund raising. Amitava is a gold medalist of the Institute of Chartered Accountants of India.

Guest Speaker: David Lai President, Region Asia, UBS Capital Asia Pacific To date, David led a team that has completed 8 landmark buyout transactions of over US$1.4 billion in value, in 5 countries, with turnover totalling over US$2 billion. In addition, it was also involved in several exits including trade sales to international strategic buyers and pioneering leverage recapitalisations, totaling US$850 million. Prior to his involvement in the private equity business, he was with Morgan Grenfell, specialising in structured finance and Arthur Andersen. David graduated with a First Class Honours Degree in Accountancy from the National University of Singapore and is a qualified CPA. Day 2 - THURSDAY, 30 OCTOBER 2003 0900 1230 INVESTMENT LIFE CYCLE: ASSESSING VALUE After identifying a good investment or MBO target, one would need to do the real work of conducting due diligence and investigation to make sure that the company is what one expects. The investors would need to value the company as well as structure the investment. How to structure a deal in order to reduce risks as well as ensure the return? How to value a company? In addition, the key to a successful MBO or investment is a win-win negotiation strategy. This session will provide participants with the tools as well as discuss cases to give a better understanding of the issues and challenges involved. Some professionals will also be invited to share real life issues, cases and challenges. Lead Facilitator: Eugene Wong President, IdEA & Founder, Sirius Capital Holdings Eugene is currently President of the Innovators and Entrepreneurs Association, Singapore (IdEA), an association that represents and promotes the interests of innovators and entrepreneurs in Singapore. He is also the Founder and Managing Director of Sirius Group, which focuses on private equity investments and venture consulting. Sirius works with growing SMEs to develop their growth strategy as well as funds them. Eugene received an MBA from Imperial College, London and a BBA degree with First Class Honours from the National University of Singapore. Guest Speaker: Wong Ai Ai Principal, Baker & McKenzie. Wong & Leow Ai Ai is a principal of Wong & Leow LLC and a principal of Baker & McKenzie.Wong & Leow, Singapore. She is head of the Corporate and Commercial Department, specialising in mergers and acquisitions and venture capital/private equity. She is also head of the Asia Pacific Venture Capital/ Private Equity Practice Group of Baker & McKenzie. Ai Ai has practiced as an Attorney in New York and currently practices as an Advocate and Solicitor in Singapore. Ai Ai holds degrees from the University of Kent (BA Law, First Class Honours) and the Harvard University Law School (LL.M.).

Guest Speaker: Tan Bien Kiat Managing Director, Titan Capital Bien Kiat is Managing Director of Titan Capital, a regional private equity firm. Until recently, he was Managing Director of Newbridge Capital Asia and had overall responsibility for Southeast Asia, India and Australia. Bien Kiat led the first major LBO transaction in Southeast Asia, where Newbridge acquired Advanced Interconnect Technologies from Astra International in a US$100 million transaction. Bien Kiat received a BS in Engineering with First Class Honours from Birmingham University and an MBA and MS from Columbia University. 1230 1400 LUNCH TALK ON POST-INVESTMENT STRATEGIES: RESTRUCTURING THAILAND Guest Speaker: Roger Marshall Managing Director, ABN AMRO Asia Capital Investment Roger is Managing Director of Persimmon Capital Limited, an investment management and advisory firm that he founded in 1999 specialising in private equity and venture capital. He is also Managing Director of ABN AMRO Asia Capital Investment, the private equity investment company of ABN AMRO, the Dutch bank, where Persimmon Capital manages the existing Asian private equity portfolio. Roger has been involved in private equity industry affairs for the last 5 years. He is President (formerly Chairman) of the Hong Kong Venture Capital Association and a member of the Financial Services Advisory Committee of the Hong Kong Trade Development Council. He is also a Director of the Young Entrepreneurs' Development Council. Roger qualified as a chartered accountant with KPMG, London in 1977 and has worked in financial management positions in the hospitality, transport and oil services industries. 1400 1700 INVESTMENT LIFE CYCLE: GENERATING VALUE The buyout firm provides resources for the portfolio companies improvement and exit in the investment cycle. A flexible approach ensures the right level of coverage for each portfolio company. The buyout firm helps to maximize the portfolio companies value by developing custom-tailored strategies to improve operating results substantially, monitoring companies intensively, or both. It helps to receive maximum value for the portfolio companies by conducting a proactive search for the best-fit investor or investment bank. It should be dedicated to improving investment performance by employing a multifaceted approach. The secret to the top buyout portfolio companies success does not lie in any fundamental structural advantages they hold over public companies. The buyout firm focuses on accountability to the providers of the funds it manages for performance and stewardship. It formally allocates responsibility for each investment to a named professional, who accepts responsibility as the primary contact and is recognized in that capacity by the portfolio company. The corporate representative should include the following several exit route options as available flotation, trade sale, secondary buyout and purchase of own shares. Flotation can prove to be an effective means for the buyout firm to achieve an exit for the right company. Lead Facilitators: Will Hoon, Executive Vice-President, Transpac Capital Eugene Wong, President, IdEA & Founder, Sirius Capital Holdings

Guest Speaker: Sanjay Sehgal Partner, Schroder Capital Partners Limited Sanjay is a Partner at Schroder Capital Partners Limited. He joined SCP in 1994 in Hong Kong and then moved to Singapore in 1997 to help establish the group's presence there. Apart from other sectors, Sanjay leads SCP s investments in the life sciences/healthcare sector. Prior to joining SCP, he was a Manager in the Boston office of L.E.K. Consulting, an international strategy consulting firm focusing on management strategy and mergers & acquisitions. Sanjay obtained his Bachelor of Technology (B.Tech) degree in Electrical Engineering from the Indian Institute of Technology, Bombay and his Master of Science (M.S.) in Electrical Engineering from Columbia University, New York. He received his MBA (with distinction) in finance and multinational management from The Wharton School of the University of Pennsylvania. 1700 1730 CLOSING REMARKS & CERTIFICATE PRESENTATION Annie Koh Associate Dean, School of Business Dean, Executive Education, SMU Annie is Associate Professor of Finance and Dean of Executive Education at the SMU. She is also the Associate Dean of the School of Business. Prior to joining academia, Annie was a treasury manager at the Development Bank of Singapore. Her extensive consulting and teaching experience include Union Bank of Switzerland (UBS), Citibank, Morgan- Stanley, ABN-AMRO Bank, Singapore Airlines, Singapore Technologies, Johnson & Johnson and Nokia. Her articles have appeared in The Review of Future Markets, SIMEX Papers, Pulses and others. Annie received her PhD in International Finance from New York University where she was a Fulbright scholar. Her current research interests are in private equity funds and corporate risk management. Annie also sits on the board of the SGX Journal (Pulses). Alain Vandenborre Vice-Chairman & Executive Director, SVCA Alain is an entrepreneur, private investor and an advisor to international financial institutions and venture capital groups on private equity transactions, financial marketing strategy, investors relationship management including fund raising and financial communication. He was Executive Director of Vivendi Universal Group in Asia and CFO for its Asia-Pacific operations. He still serves as President of Viventures Asia, a European-based IT fund. Alain is Executive Vice-Chairman of SVCA and co-chairman of the Asia Pacific Venture Capital Alliance for 2003. He received his Singapore citizenship in December 2002 and serves on the Board of Trustees of the Majulah Connection. His first book, Proudly Singaporean: My Passport to a Challenging Future, was published in August 2003. He has appeared several times as a commentator on Channel News Asia, CNBC, Channel i-news as well as on printed media and guest speaker at regional conferences. Alain holds an MS in Astrophysics, MS in Telecommunications Engineering and MS in Finance and Business Administration respectively from the Universities of Liege, Paris and Brussels.

REGISTRATION: 29th 30th OCTOBER 2003 VENUE ENQUIRIES Singapore Management University Seminar Room 3, Level 2 Evans Building, 11 Evans Road Singapore 259368 Singapore Venture Capital & Private Equity Association 151 North Buona Vista Road #02-25 Phase Z.Ro, Singapore 139347 Tel: +65-6311 9693 Fax: +65-6311 9695 http://www.svca.org.sg In conjunction with Global Entrepolis @ Singapore http://www.globalentrepolis.com PERSONAL PARTICULARS Title : Mr/Ms/Mrs/Dr/Prof Family Name : First Name : Designation : Company : Address : Office No. : Fax No. : Email : WORKSHOP FORUM FEES VC Association Members S$2,000 per person (please state VCA ) Non-Members S$2,500 per person PAYMENT DETAILS & CANCELLATION POLICY All fees must be paid prior to the event. Cancellations received in writing four (4) weeks to the event are entitled to a full refund. A 50% refund will be sent for cancellations received two (2) weeks prior to the event; thereafter we regret that no refunds can be made. However, substitution of participants is allowed without any penalty charge. The event organizers reserve the right to refuse admission if full payment has not been made. Telegraphic Transfer (All bank charges must be prepaid) Account No. : 022-013808-1 Bank Code 7171 Branch Code 022 Company Name : Singapore Venture Capital & Private Equity Association Bank : DBS Branch : 9 Battery Road #01-06 Straits Trading Building, Singapore 049910 Cheque (SGD only) Payable : Singapore Venture Capital & Private Equity Association Mail To : 151 North Buona Vista Road #02-25 Phase Z.Ro, Singapore 139347 VISA MASTERCARD Card Number : Cardholder s Name : Expiry Date : Signature :