February 20 , 2002

The Challenge:
Planning for an M&A or IPO one year out
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It takes commonsense, but many times commonsense is not always that common when needed most. That is why it makes good sense to get insights from leading experts to assist your path to growth and liquidity.

• How do you set the objective?
• What clear steps are between your current revenue stream and the ultimate objective?
• How do issues of timing effect the structure of your deals? What pitfalls are in wait on the path, what new players (competitors, allies, bankers, analysts, feds etc.) will enter as you head to your objective?
• What are the advantages and risks of your objectives relative to other choices?
• What is going to happen after the deal is made and what does a great integration of two different companies take?

Speakers:
Michael Dorf, Partner, Wilson Sonsini Goodrich & Rosati
Robert J. Horstmeyer, Partner, Alliant Partners
Michael A. Jerome, Partner, PricewaterhouseCoopers

The Program: Our speakers have elected to discuss the following topics:

Michael A. Jerome, Partner, PricewaterhouseCoopers

The IPO Process

• Planning and preparation
• Prepare for due diligence
• Business model / company story
  Management team and advisors

During the IPO process

• Timetable
• Registration statement (S-1)
• Current hot topics

After the IPO

• Financial reporting post IPO
• Investor relations
  

Robert J. Horstmeyer, Partner, Alliant Partners

Recent Trends in M&A for Technology Companies

• Venture capital environment
• IPO market
• M&A environment
• Financing alternatives 1995-2001
• Larger hurdles to going public
• Increase in M&A activity forecast for 2002
• Accessing M&A
• M&A process
• Selected Alliant transactions
  

Michael Dorf, Partner, Wilson Sonsini Goodrich & Rosati

• M&A Necessities
• Deal timing/structure: Sell now or later; impact of business risk/stage of Development/cash position on deal terms (earnouts/escrows/holdbacks/milestones/liquiditity/ bargaining power/etc..)
• How other transactions impact the deal (interim financings/employment agreements/licensing/customer contracts/joint ventures)
• Corporate housekeeping
• Managing the process: hiring a banker; managing diligence; etc.
  

Date: February 20, 2002
On-site Registration: 7:30 am
Panel Discussion: 8-11am
Location: Wilson Sonsini Goodrich & Rosati
950 Page Mill Road
Palo Alto, Ca
Seating is Limited

————————————————————————————— Event Sponsor: Wilson Sonshini Goodrich & Rosati ————————————————————————————— Corporate Sponsors: Wilson Sonsini Goodrich & Rosati Berger/Lewis Accountancy Corp. Post Media Group PC First WorkIt -The Hub for Technology Startups™ WorkForce-OS CAPNIA, Inc. ————————————————————————————