overseas growth and exit opportunities for utah businesses, pes, and vcs

Overseas Growth and Exit Opportunities for Utah Businesses, PEs, and VCs

Agenda I.Speakers i.Michael Gibbons Chairman of Global M & A ii.Faisal Alsayrafi, ASA, CEO of Financial Transaction House (fka Andersen M & A Worldwide) iii.Pablo Rion iv.Saul Zeigen v.Roberto H Castro II.Why Pursue a Merger, Joint Venture, or a Strategic Alliance? i.Overview ii.UT and International Trade 2Utah World Trade Center

Agenda III.Do Emerging Markets Offer greater return potential? Do we forgo Mature Markets? IV.Tax Issues: US Taxation of US Entities Abroad: an Overview of US International Tax V.Corporate Governance and Compliance Issues VI.Conclusions VII.Supplemental Material Colombia and Saudi Arabia 3Utah World Trade Center

I.Speakers Utah World Trade Center4

Michael Gibbons, Chairman of Global M & A Brown Gibbons Lang & Company is a leading independent investment bank serving middle market companies and their owners throughout the U.S. and internationally. BGLs professionals are experts in mergers & acquisitions, debt & equity placements, and financial restructurings. The firm has over 35 experienced professionals from diversified backgrounds, all of whom have an appreciation for the unique cultures and complexities of middle market businesses and the financial institutions that support them. Founded in 1989, BGL has remained true to its mission of delivering corporate finance solutions to companies with enterprise values between $50 and $500 million. Although BGLs professionals have skills applicable to companies in a broad range of sectors, the firm has developed specialized expertise and publishes periodic research in a number of key industries, including metals & metals processing, healthcare, business services, chemicals, and food & beverage. BGL is the U.S. partner in Global M&A, one of the worlds leading partnerships of independent middle market financial advisory firms focusing on cross-border transactions with values between $25 and $500 million. Utah World Trade Center5

Pablo Rin Pablo Rin y Asociados, S.A. de C.V. Mergers / Acquisitions / Corporate Finance Mr. Rin is an investment banker with more than 20 years of experience in Mexico. His firm is specialized in middle market transactions. As founder and managing partner of Pablo Rin y Asociados, the firm is the exclusive partner of Global M&A for Mexico. Pablo Rin y Asociados has closed more than 100 transactions in 20 years, with an accumulated value of that exceeds USD $1.5 Billion. Utah World Trade Center6

Faisal Alsayrafi, ASA, MBA CEO of Financial Transaction House (FTH) FTH founded in 1994 to function as the regional corporate finance arm of Arthur Andersens financial advisory services subsidiary. FTH has operated as a licensed independent corporate finance advisory firm since 2002 with a GCC and North Africa focus. Work Experience: FTH has provided corporate financial advisory services in more than 100 transactions with a total value exceeding $4 billion USD; including the $1.9 billion USD acquisition of a commercial bank, a $220 million USD IPO (Al-Jazeera News), and numerous private placements ranging up to $85 million USD. FTH serves as financial advisor to certain members of the Saudi Royal Family, Board Members for Saudi Holding Companies, and Saudi Arabian Private Equity funds and regional banks involving small to middle market company transactions, with a focus on recapitalizations, capital raises, acquisitions, formation of Joint Ventures and strategic alliances. FTH also provides valuation advisory services to start-ups and mature firms in connection with acquisitions, Fairness Opinions, and financial reporting (Purchase Price Allocation, Goodwill Impairment Testing). FTHs investment banking services include Feasibility studies, Exit and Succession Planning, the issuance of Solvency Opinions, Reorganizations, and litigation support services. Industry focus: Real estate, media and entertainment, financial services, petrochemicals, health care, agriculture, and basic materials or sectors focused on the infrastructure. Utah World Trade Center7

Sal Zeigen Sal Zeigen is a Director at Nogal Asesoras Financieras, Global M & As Colombia partner. Prior to joining Nogal, Mr. Zeigen worked for 13 years with Citgroup and Rothschilds investment banks. Mr. Zeigens M & A experience includes numerous going private transactions involving sales by both Colombian Government and private sector companies. Significantly, Mr. Zeigens experiece includes the privatization process of over 20 electricity companies in Colombia, as well as in transactions in the water, sewage, and telecommunications sectors. His private sector M & A and JV experience project financing in the financial sector, oil & gas sector, steel, toll roads, consumer goods and airports concessions, among others. Utah World Trade Center8

Roberto Castro Roberto Castro is a Draper, UT resident. He is Managing Director of Wasatch Business Valuation and M & A Consultants, LLC, based in Sandy, UT. Wasatch Business Valuation and M & A is focused on US business valuation for tax and financial reporting purposes, litigation support, and investment banking engagements. He serves as Advisor to Faisal Alsayrafi, ASA, CEO of FTH. His latest non-U.S. projects involve: Feasibility Study of a Substantial Mixed Commercial Property Development in the Middle East Private Placement involving a hospital operated as a Joint Venture Purchase Price Allocation involving an acquisition by a UAE of Saudi-based telecom company Valuation of a bank owned four star Cairo, Egypt hotel In the US, where he recently opened his office, his work has included providing valuation advisory services and Exit planning services to small business owners, including use of an ESOP, buy-sell agreements for professional service companies in the healthcare and law sectors, valuation of start-ups, IP, and intangible assets. Utah World Trade Center9

Why Pursue a Merger, Joint Venture, or a Strategic Alliance? Timing Issues Five crucibles of change will restructure the world economy for the foreseeable future. Companies that understand them will stand the best chance of shaping it. McKinsey Quarterly, (June 2010) 1.The great rebalancing the rise of the middle class in emerging markets impacts product design, market infrastructure, and value chains 2.The productivity imperative developed countries need to focus on innovation to create jobs 3.The global grid the rise of global networks 4.Increased demand for commodities and the emergence of clean tech industries 5.Challenge of governments providing a safety net to maintain stability and balancing growth initiatives Utah World Trade Center10

Why Pursue a Merger, Joint Venture, or a Strategic Alliance? Global M & As view The sooner Boards and management commit to a global strategy the better, while markets continue to change, the best markets and opportunities will always go to firms that planned, identified the market leaders, and devised controls to build and protect shareholder value Diversify sales base Commit to Product Innovation Secure IP Use multiple channels to build and protect the brand Identify trends and respond Identify competitors and competitive forces early-on Utah World Trade Center11

UT and International Trade Utah Governors Office of Economic Development is focused on job creation within the state and targeted clusters, but it is also committed [t]hrough the International Trade and Diplomacy Office, conducts activities such as trade missions to encourage expansion of international business opportunities for Utah companies and attract foreign investment. Largest international trade partners: UK, Canada, Mexico, China, and India Active Trade in Industries: commodities/mining, electronics, medical equipment, industrial machinery, aerospace equipment, auto parts, and cosmetics Utah World Trade Center12

Tax Issues: US Taxation of US Entities Abroad: an Overview of US International Tax DISCLAIMER The following are issues thatin our experiencearise with US- based clients and operations. We are investment bankers, not attorneys. Accordingly, neither this section nor anything in this presentation is intended to serve as legal advise. Each firm is strongly encouraged to consult with qualified international business, IP, and/or tax counsel! Utah World Trade Center13

US (International) Tax Regime History of Tax Acts impacting Foreign Income Income Tax Act of 1913 (imposed a 1% tax on the worldwide net income of US citizens) Revenue Act of 1918 (credit against US tax liability for foreign taxes paid) Revenue Act of 1921 (limit of foreign tax credit imposed on an overall basis) Revenue Act of 1932 (foreign tax credit limitation imposed on the lesser of a per country or overall basis. In addition, sec. 367 extended non-recognition-of-income rules under subchapter C to certain extraordinary transactions involving a foreign corporation (e.g., the transfer of a parents patent rights to a foreign subsidiary in exchange for shares in a foreign subsidiary)). Utah World Trade Center14

US (International) Tax Regime History of Tax Acts impacting Foreign Income (cont.) International Revenue Code of 1954 (overall limitation on the foreign tax credit repealed, leaving a per country limitation as the sole limitation and the deemed-paid credit extended to second- and third-tier foreign subsidiaries. Revenue Act of 1958 (allowed for the carry-back and forward of excess foreign tax credits. This remained in effect until 2005 when The American Jobs Creation Act (AJCA) of 2004 reduced the carry-back period but extended the carry- forward period to 10 years) HR 0087 (1960) (the overall FTC reenacted as an optional method, but if elected, cannot use the per-country method) Revenue Act of 1962 (Subpart F enacted, this eliminated the deferral taxation of passive foreign subsidiary income in situations deemed abusive (e.g., FPHC income (e.g.. US citizens w/tax haven company that earned passive income in the form of dividends, interest, rents, and royalties), Foreign Base Company Sales income, Foreign Base Company Services Income (e.g., a tax haven company providing marketing, engineering, or accounting services to a related corporation)). Utah World Trade Center15

US (International) Tax Regime History of Tax Acts impacting Foreign Income (cont.) Foreign Investors Tax Act of 1966 (replaced the force-of-attraction with the effectively connected income. Significantly, the pre-1966 exemption from US taxation for the foreign source income of a US branch was repealed, but the Foreign Tax Credit was allowed for foreign-sourced income) Tax Reform Act of 1969 Revenue Act of 1971 (DISC created) Tax Reduction Act of 1975 Tax Reform Act of 1976 Tax Reform Act of 1984 (sec. 367(d) introduced governing outbound transfers of intangible property, such as patents, copyrights, trademarks, and trade secrets; such a transfer to a foreign company was treated as giving rise to a stream of royalty payments over its useful life, rather than recognition of gain upon the transfer) Tax Reform Act of 1986 (significantly reduced the FTC; baskets of income, each with its own foreign tax credit limitation) Utah World Trade Center16

US (International) Tax Regime History of Tax Acts impacting Foreign Income (cont.) OBRA 1993 (new anti-deferral provisions added to the Code (sec. 956A) subjecting accumulated active business profits of CFCs that were not reinvested in active business assets to US taxation) Small Business Job Protection Act of 1996 (repealed sec. 956A since the law provided incentives for CFCs to make foreign investments, enter into transactions, and engage in reorganizations to avoid the tax it discouraged investment in the US Tax Payer Relief Act of 1997 November 2000; Congress repealed the FSC structure and replaced with the Extraterritorial Income Exclusion Act; this Act provided a partial territorial system proving relief from double taxation for both exports and foreign production; declared illegal in 2002 by WTO American Jobs Creation Act of 2 2004 (among other things it enacted provisions aimed to stop abusive corporate inversion transactions) Utah World Trade Center17

US (International) Tax Regime History of Tax Acts impacting Foreign Income (cont.) More recent activity The Education Jobs and Medicaid Assistance Act of 2010 (new provisions target the foreign tax credit planning, with an emphasis on indirect credit planning by US multinationals) Utah World Trade Center18

US (International) Taxation The US employs a credit system and taxes U.S. persons on their worldwide income. 61 and 901. U.S. persons: includes U.S. citizens, resident aliens, and domestic corporations. Exception: The U.S. credit system contains a deferral wherein the U.S. does not tax foreign-source income earned by a U.S. person through a foreign corporation until those profits are repatriated by the domestic shareholder through a dividend distribution. Utah World Trade Center19

US (International) Taxation Strategic Planning considerations will include tax planning too. There will be situations where the taxpayer (U.S. corp.) will be in an excess limitation position (that is when the foreign tax rate is lower the U.S. tax rate) and in an excess credit position (that is when the foreign tax rate is higher than the U.S. rate) Eliminate the excess credit by increasing the percentage of taxpayers total taxable income (buy more of the foreign entity or arrange to have titlewhen inventory is soldpass in the foreign country. Another option is cross-crediting (blend low- and high tax foreign source income). Utah World Trade Center20

US (International Taxation) Subpart F (Code secs. 951-965) was enacted in 1962 to close a perceive loophole (a U.S. multinational corp.'s foreign-source income earned through a foreign source was not taxed until the sub repatriated the dividend through a dividend). Prior to 1962, this was one of many reasons for cross-border M & A (Code driven) Subpart F requires U.S. shareholders of a CFC to include in income a deemed dividend equal to a pro rata share of the CFCs Subpart F income. Sec. 951. A foreign corp. is a CFC if the U.S. shareholders own more than 50% of the stock of the foreign corp., either by vote or value. Effective for tax years after 2006, sec. 954(c)(6) treats DIRR accrued or earned from a related CFC to be outside the FPHCI (Foreign Personal Holding Company Income). This placed US multinationals on par with foreign multinationals. Utah World Trade Center21

Mergers and Acquisitions Developed Markets v. Emerging Markets Global M & A sees more M & A in emerging markets as opposed to developed markets. Liquidity and Exits are more readily available in the developed markets where Private Equity funds compete, as do strategic purchasers Emerging Markets M & A are picking-up, however, the activity is regional and with known competitors. Liquidity and exits are available provided management is patient. Utah World Trade Center22

Merger and Acquisitions In the US, Mergers are usually pursued in lieu of building from scratch--to: Boost economies of scale Generate greater sales revenue Build market share within existing or new markets Broaden or diversify the customer and/or product base, and Increase tax efficiency Cross-border M & As share these same reasons and are pursued by US firms that have worked with the target, understand local customs, management, and believe the target market is relatively efficient and ready for growth. Utah World Trade Center23

What is the trend in cross-border M & A? Taxable or Non-taxable transactions? On January 23, 2006 the Treasury issued final regulations that allow for certain mergers (A Reorgs, sec. 368(a)(1)(A)) with foreign entities to qualify as tax-free reorganizations. Treas. Reg. Section 1.368-2(b)(1)(i) expands the ability of certain foreign and disregarded entities to qualify under Section 368(a)(1)(A) as statutory mergers, only if two events occur simultaneously at the effective time of the transaction. Those events are (1.) All of the assets and liabilities of the transferor become assets and liabilities of one or more of the members of one other combining unit; and (2) the combining entity of each transferor unit ceases its separate legal existence for all purposes.. Utah World Trade Center24

What is the trend in cross-border M & A? Taxable or Non-taxable transactions? The IRC favors A reorgs. involving foreign entities. The language in the regulations suggests that forward triangular reorganizations fall within the tax-free exchange, but not reverse triangular mergers. But how common are A reorgs. Review: An A reorg. Combines two separate legal entities into one (consolidation or merger) Utah World Trade Center25

What is the trend in cross-border M & A? Taxable or Non-taxable transactions? A Reorg considered the most flexible; no limitation on the type of consideration involved; Target shareholders may receive cash, voting or nonvoting common or preferred shares, notes or real property. At least 40% of the purchase price must be acquiring company stock to ensure the Continuity of Interests requirement is satisfied. B Reorg stock-for-stock and no boot. Can replicate using a reverse triangular merger (E Reorg) that allows some boot. C Reorg stock-for-assets reorganization; substantially all assets of the Target solely for voting stock of Acquirer D Reorg Forward Triangular Merger and divisive reorgs E Reorg Reverse Triangular Merger (common in the US but not a good option for cross-border M & A Double Dummy more common in the US (sec 351 followed by a Reverse Triangular Merger) but problematic w/cross-border M & A Utah World Trade Center26

Joint Venture: Definition There is no fixed legal definition. It is generally understood that it encompasses an: 1. Undertaking by two existing businesses; 2. That share risks (liabilities and losses); 3. Profits; 4. Control; and/or 5. Management Utah World Trade Center27

Global M & As experience with US firms pursuing a foreign Joint Venture Classic Form Other Two parties (or more) form a corporation In the case of 2 businesses, they each take a 50-50 share in the business, Both entities manage the operations; and Key person (from the US side) monitors compliance and reports to the US CEO. Buy a 50% +/- share in an existing foreign business or where IP involved, form a JV in a tax haven (to protect IP and have that entity enter a licensing agreement with foreign partner) One of the Joint Venturers takes a lead role managing operations (usually the foreign partner) Key US person (from the US side) monitors compliance and reports to the US CEO. Utah World Trade Center28

Global M & As experience with US firms pursuing a foreign Joint Venture The form of Joint Venture often reflects the intensity of cooperation. Equity JVs typically require a greater commitment and a more hands on approach Equity JVs require more than just termination of the contractual agreement, it requires a liquidity event. The liquidity event can involve: an acquisition, merger with a portfolio firm (meaning a sale to a foreign or US PE or VC) Contractual JVs (where the JV enters into a licensing or distribution agreement with the foreign partner) Easier to unwind, less costly, less risky and limited to no upward potential besides what the channels developed. Utah World Trade Center29

Joint Ventures: Get to know the market and minimize the downside risk The Cass School of Business recently conducted a study where it compared the frequency of use of Joint Ventures v. Strategic Alliances and it found that: the activity of both joint ventures and strategic alliances during our sample period. It is clear from the exhibit that strategic alliances in most years are the most common alliance type. However, joint venture activity rises in frequency after a major downturn (indicated with circles), whereas strategic alliances show no such correlation to these crises. Utah World Trade Center30

Joint Ventures: IRC sec. 902 Applies if you are a 10/50 corporation If you own more than a 10% interest in the JV, but own 50% or less, then this interest is called a Non- controlled foreign corporations subject to IRC 902. It is referred to as a 10/50 corporations. See IRS Notice 2003-5 (consult with counsel) As long as the U.S. corporation owns at least 10 percent of the voting stock of a foreign corporation, it is deemed to have paid an allocable share of foreign income taxes paid by the foreign corporation on earnings distributed as a dividend. (It became easier in 2003 to get the Foreign Tax Credit.) Utah World Trade Center31

Joint Venture Capital sources remain cautious and Global M & A believes that will continue to be the case for the next few years. Research undertaken by academia in the UK confirms this impression: the activity analysis uncovered another important finding: relative joint venture activities increased significantly after the last credit crisis in the early 1990s. An explanation could be that the constraint of capital in the years during and immediately following the crisis significantly changed the relationship in activity between the two deal types, as one fundamental component in an acquisition is the acquirers access to capital. In joint venture deals, the capital requirement is typically significantly less. Utah World Trade Center32

Global M & As experience with US firms pursuing a foreign Joint Venture Why Joint Ventures Enter a new market or a new business segment Risk averse Limited capital (resources for an M & A are limited) Limited personnel Risks exists: In the case of technology, control is partially lost; Management efficiency can improve or be compromised; Future resource allocation/focus can change Forms Seen R & D JV(ideal for VCs), Production of goods, distribution, sale of products, marketing, property development JV, e- commerce Utah World Trade Center33

Legal Form and Capital Structure Legal Form Partnership Corporation LLC Capital Structure Remarks regarding multiple classes of preferred stocks and convertible debt instruments (sometimes these cannot be used at all or are so rarely used that there is little local experience with them and it would be unwise to use them) Utah World Trade Center34

Exits and Terms of the JV: Global M & As Experience Exits events take several forms Based on a term of years (time) Termination of a Project (a government project; example a project where US firm enters via World Bank, US AID) Terms in a JV Agreement Interest-transfer provisions are critical and challenging Common ownership transfer provisions Right of First Refusal Right of First Offer Drag-Along Rights Tag-Along Rights Russian Roulette/Texas-Shoot-out/Dutch Auction Arrangement Forced Sale Utah World Trade Center35

Mexico: Asociacion en Participacion (akin to a JV in Mexico- an unincorporated partnership) The Asociacin en Participacin is described in MXs General Corporation Law as the contract by which one person shares capital profits or loss with others that provided goods of services within a commercial relation or one or several commercial transactions. Considerations involving Mexico Antitrust laws, Foreign Investment Law, General Corporation Law, NAFTA and other Treaties (US MX Tax Treaty) Choice of law Dispute Resolution Methods (arbitration is recognized) Importation (import duties ad satisfaction of non-tariff requirements) Intellectual Property and Licensing (if MX is distributor, need to register the license agreement with MX IP authorities) Utah World Trade Center36

Strategic Alliances: Test the Waters and Minimize the Upfront Risk When to think alliance In some circumstances, the market seems to reward alliances more richly than mergers and acquisitions. Maybe it knows something that many managers dont. McKinsey Quarterly, November 2000 37Utah World Trade Center

Strategic Alliances: Tax Issues U.S. companies that export their products through independent distributors will not have a taxable presence within the importing country and, therefore, foreign tax reduction planning is a considered a moot issue. Generally, a U.S. exporter will be subject to host country taxation only if it has a permanent establishment within the host country. Once the U.S. exporter establishes a foreign sales office it must decide whether to structure the foreign sales operations as either a branch or a subsidiary. An unincorporated foreign branch is considered an extension of the domestic corporation, as opposed to a separate legal entity. The foreign branch is subject to the U.S. tax at the regular corporate rate with a FTC. The foreign subsidiary arrangement has historically enabled those foreign corps to defer payment. A foreign sub may receive local tax incentivesa tax holidayand more control over the timing of income. Utah World Trade Center38

Strategic Alliance(s) The term Strategic Alliance is also undefined. As a general rule, they entail less upfront costs, but also a lot of risk; this is often the least expensive way to enter a market. Profit potential is capped, as are losses. You get to learn about the target market, companies in the market, and your staffs talents. Shareholders tend to like it b/c it does not involve the transfer of an equity stake and in non-dilutive. Global M & As experience: Works well with firms with limited capital and access to finances Enables smaller firms to learn, build relationships, and either form a JV, acquire an interest in the foreign partner and have a greater say, or establish a new business relationship with a (former) competitor in the new market. Tricky issues: who owns the IP rights developed pursuant to the strategic alliance? What about capital infusions? Utah World Trade Center39

Do Emerging Markets Offer greater return potential? Do we forgo Mature Markets? Utah World Trade Center40

2010 World Bank Ranking: Business Friendly Countries Economy Ease of Doing Business Rank Starting a Business Dealing with Construction Permits Registering Property Getting Credit Protecting Investors Paying Taxes Trading Across Borders Enforcing Contracts Closing a Business Singapore 142156241132 Hong Kong SAR, China 261562332215 New Zealand 3153212628916 United Kingdom 41716222101615237 United States 592712656220814 Denmark 62710301528135305 Canada 7329373251041583 Norway 833658462018944 Ireland 9113878155723379 Australia 102633565948291612 Saudi Arabia 1113141461661814065 Georgia 128721520613541105 Utah World Trade Center41

Discipline and Experience are needed to Succeed in both Developed and Emerging Markets 42Utah World Trade Center

Wall Street Journal, 3 January 2011 With this stronger foundation, coupled with new confidence about the global economy, corporations are looking to expand. Many are focusing on the faster- growing economies of Asia, Latin America and Africa, rather than the sluggish markets of Europe and the U.S. Others plan to enlarge existing operations through new equipment, products, factories and research labs. Big Firms Poised to Spend Again by James R. Hagerty and Dana Mattioli 43Utah World Trade Center

MarketWatch, 3 January 2011 The current growth rate of 2% to 2.5% makes this the most anemic recovery since World War II. At this rate, it could take us another three or four years just to get back to the employment level we had prior to the start of the recession, and that does not account for the added jobs we need for normal population growth, immigration and returning veterans if we withdraw from the Middle East. * * * Now, the worlds manufacturing axis is shifting to Asia, and it is not coming back to the United States except in a more efficient form that uses less labor to be globally competitive. We have expanded government and services at all levels beyond our ability to support them without further damaging competitiveness. The Long Road to Recovery by Robert Mittelstaedt, Dean of the W.P. Carey School of Business at Arizona State University 44Utah World Trade Center

The Outlook: Emerging Markets Lead in GDP Growth Stability, Pro-business environment, and emergence of a Middle Class 45Utah World Trade Center

Views on entering a new market by way of M & A, JV, or a Strategic Alliance Michael Gibbons, CEO of Global M & A Faisal Alsayrafi, ASA, CEO of FTH Strategic Alliances offer the best opportunity to enter and assess the GCC markets (especially where Intellectual Property is involved). Private Equity in the Middle East usually buys a minority interestthat can changeand look for an IPO as the preferred exit. Within the firm, constructive advise and involvement is critical. Returns are high and US Private Equity is beginning to enter the GCC and Egypt market, usually in a recap or sale of portfolio company not ready for an IPO. Utah World Trade Center46

Views on entering a new market by way of M & A, JV, or a Strategic Alliance Pablo Rin, Pablo Rin y Asociados, S.A. de C.V. Instead of entering alone, it is better to do enter into a joint venture with a local market because of : Know who and know how are critical Understand market trends, opportunities, risks, and weaknesses Seek and Retain Experience in managing local personnel Due Diligence: Ensure contacts with key customers and suppliers exist and assess the quality of these Retain competent legal to assist in the JV and address any and all regulatory issues Saul Zeigen, Nogal Asesoria Financieras S.A. Utah World Trade Center47

Conclusions: 1. Expanding the business into new markets has always been an attractive option to achieve growth for well- established firms. Whether the expansion is geographical or in terms of boosting the product line, the need for expertise and knowledge of unexplored areas is of vital importance. Cass School of Business 2.Joint Ventures and Strategic Alliances enable firms to enter new markets and learn. They require patience and commitment and are usually a precursor to M & A. 48Utah World Trade Center

Conclusions: 3.Think and act Regionally and Globally Emerging Markets: Beyond The Big Four -- Egypt, Mexico, Poland, South Africa, South Korea, and Turkey are investor-friendly and boast strong growth, too The biggest, fastest-growing economies of the Third World are Brazil, Russia, India, and China. But while the Big Four, also known as BRICs, have attracted the most investor attention in recent years, there are also opportunities in less prominent but more promising emerging markets such as Egypt, Mexico, Poland, South Africa, South Korea, and Turkey. They may not have the buzz of billion-plus population markets, but their growth is impressive -- and their stocks, in many cases, can offer s superior value. BusinessWeek article (2005) 49Utah World Trade Center

Conclusion We invite you to visit Global M & A at http://www.globalma.com To learn more about Global M & A and/or explore M & A, JVs, or Strategic Alliances within our network please contact: Roberto H Castro, JD, MST, MBA, AVA at 801-953-3675 Utah World Trade Center50

Global M & A: Contact Information Thank you for attending the UT Global M & A presentation. For further information and/or comments regarding Global M & A and any of the parnters, please contact us through: Roberto H Castro, JD, MST, MBA, AVA (801) 676-6433 (office) (801) 953-3675 (c) (801) 285-7401 (fax) Utah World Trade Center51

Investment Banking Global Partners Industrialized Countries Emerging Markets United StatesUnited Kingdom FranceCanada ItalyAustria SwedenSwitzerland SpainDenmark GermanyHungary Netherlands Belgium AustraliaLuxembourg JapanNorway IsraelPoland MexicoGuatemala Costa RicaGCC & Yemen India (Mumbai) China (Beijing) China (Shanghai) Brazil (Porto Alegre) Brazil (Sao Paolo) TurkeyRussia ChileArgentina ColombiaPeru Utah World Trade Center52

Industries Served Business Sector Logistics, Security, Facilities Management Chemicals Agricultural, Specialty, Paintings and Coatings, Rubber and Plastics, Consumer Chemical Construction and Real Estate including Hotels, Commercial Mixed Use Consumer Products Home furnishings, food and beverage, health and personal care, lawn and garden Energy and Mining oil and gas (services), coal, precious metals, rare earth, green energy, water, utilities Utah World Trade Center53

Industries Served (cont.) Financial Services & Insurance commercial banks, asset lending, private banking Healthcare and Pharmaceutical healthcare services (hospitals, ASC, out-patient surgery centers), medical devices and equipment (patented and subject to approvals by either FDA or the EMA (European Medicines Agency)), pharmaceutical, and biotechnology (Phases I to III) Industrials automotive components, hydraulics and fluid power, instrumentation, and power generation, conversion, distribution, and transmission Information Technology - software to hardware to communication Leisure and Retail Media, Marketing & Entertainment Packaging Utah World Trade Center54

Global M & A Services Utah World Trade Center55 Mergers & Acquisitions over 1,500 transactions closed with an aggregate deal value of over 30 billion Small-to-Middle Market focus Assist PE funds, VC firms, and Angels to identifying potential Exit options Formation of Joint Ventures and Strategic Alliances as a precursor to M & A Succession Planning Recaps Identification of International Financial Buyers, particularly Private Equity funds (as buyers)/Auctions Identification of International Strategic Buyers (as purchasers)/Auctions Restructurings and Turnarounds IPOs: US and foreign countries (UKs AIM, NASDAQ Dubai)

Global M & A Recent Transactions Utah World Trade Center56

Sampling of Recent Transactions by Global M & A Partners Germany Healthcare (sale of hospital group w/8,000 beds) Saudi Arabia Private Placement for hospital (a operated as a Joint Venture SAR 220,000,000) Saudi Arabia Private Placement (tourism company focused in the promotion of Middle East destinations SAR 175,000,000) Denmark Sale to Norwegian company of off-shore crane installer) Chile sale of vineyard and several recaps Israel Purchase by Polish firm of leading Israeli IT comp Mexico Sale to Kimberly Clark of diaper company US Sale of Georgia firm (specialty metals) Utah World Trade Center57

Colombias Global M & A Partner Supplemental Material Utah World Trade Center58

Colombia Macroeconomic Highlights January 2011

Colombia As An Investment Destination Colombia General Information and Location Official name: Repblica de Colombia Population (2010): 45.5 million Capital: Bogot (2010), Population: 7.4 million GDP nominal (2009): US$ 208.551 million* GDP per cpita (2009): US$ 4.676 GDP growth (2010): 4,0%; (2009): 0,4% Inflation (2010): 3,2%; Exports (FOB) (2010): US$ 35.974 million ** Imports (FOB) (2010): US$ 32.897 million*** Foreign Direct Investment (2010): US$ 9.483 million Literacy rate: 92,8% Currency: Peso colombiano Current Exchange rate: $1.914 pesos per US$1 dollar (31/12/2010) 60 *Estimated ** November 2010 ***October 2010

Colombia As An Investment Destination Macroeconomic Stability Colombia has become one of the major investment destinations in Latin America due to several aspects: Colombia's GDP has grown steadily over the Latin American average and has kept inflation within the single digits. Increased FDI (Foreign Direct Investment) Foreign Direct Investment has been growing steadily over the past decade, rising from USD $ 2,134 million in 2002 to $ 10,600 million in 2009. Increased levels of security Colombia is ranked within the top 10 countries for doing business in Latin America, according to "Doing Business Report" 2010. Part of this progress is due to the issuance of new legislation that improves its business platform standards. 42 positions were modified during 2007 and 2010. Investor incentives: Free Zones. Legal stability contracts. Income tax deductions. Emerging Markets Emerging markets are driving the worlds GDP growth, becoming recipients of the investments once directed to developed countries. Safety is the central governments primary objective evidenced by improved safety level indicators. Private investment Stimulus 61

During the past years, Colombia has maintained a steady GDP growth and has kept inflation within the single digits, positioning the country as one of the regions most solid economies with significant growth prospects: Colombias Historical InflationColombia s GDP Growth Source: Banco de la Republica The country's sustained growth has taken place in a healthy manner and is based on several aspects: Increased commodity demand from emerging economies. Gradual diversification of the market. Appropriate fiscal and monetary policy. Security. Stability. 2009 GDP : Colombia Vs. Other Countries In The Region Source: Banco de la Republica Source: Banco de la Republica and International Monetary Fund Evolution Of Macroeconomic Indicators 8.8% 7.7% 7.0% 6.5% 5.5% 4.9% 4.5% 5.7% 7.7% 2.0% 3.2% 20002001200220032004200520062007200820092010 2.2% 2.5% 4.6% 4.7% 5.7% 6.9% 7.5% 2.4% 0.4% 3.6% 4.0% 2001 2002 2003 200420052006 20072008 2009 2010 QIII 2010 (E) 62

2,134 1,720 3,016 10,252 6,656 9,049 10,600 7,261 5,466 200220032004200520062007200820092010* Source: Proexport and Banco de la Repblica FDI growth has been supported by: Decrease in the countrys risk premium. Increase in the international commodity prices. Higher local interest rates compared to local rated AAA economies. USD$ 4.714 M SAB Miller Investment * Other includes construction and communal services. Source: Banco de la Republica Foreign Direct Investment (USD$ MM) Foreign Direct Invesment by industry 2009 (USD$ MM) Source:Standard & Poors` * Figures for August 2010 Source: Standard & Poors Sovereign Ratings Latinamerica A+ BBB+ BBB- BB+ BB- B- Investment Grade Colombia is one notch below the investment grade level. Standard & Poors expects a rating improvement based on: Improvements in the flexibility of economic policy. Increased size of the local financial market. Improved safety standards. Increased economic strength. Prudent fiscal management. Increased investment in infrastructure. Regardless of the non-investment grade level, debt and capital resources have increased over the last decade. Brazil Mining Oil Agriculture Public Services CommerceFinancialManufactu ring Transporta tionl Other* Sovereign Rating and Foreign Direct Investment 63

Consumer Confidence Index Source: Fedesarrollo The continuing decline in inflation, during the last decade, combined with sustained economic growth (GDP), lower interest rates and increased foreign direct investment reflect the higher levels of consumer confidence. The increase confidence levels will result in increased investment flows, mergers and acquisitions, reflecting the economys dynamism. Banco de la Republica Intervention Rate Source: Banco de la Repblica M&A Colombia (USD$ MM) Source: Capital IQ Low investor confidence Bavaria: 65% Telecom: 33% Avianca and Coltabaco: 68% Prodeco: 28% BP: 39% Financial crisis Transaction proportion to year total Increased Confidence Levels 64

65 Doing Business in Colombia: Conclusions Most stable democracy in the neighborhood Consistently stable regulatory framework Oil and Gas sectors strongly growing: High Capital Expenditures levels in Exploration & Production Infrastructure sector outrageous potential growth Oil and Gas transportation networks needed Appropriate macroeconomic scenario: inflation, interest rates and devaluation under control Private Equity Funds entering Colombia Infrastructure and Hydrocarbon funds have been set to boost new projects Banks strongly willing to finance projects in infrastructure sectors Colombian companies willing to become regional players Improved security

Saudi Arabia: Global M & As Partner Supplemental Information Utah World Trade Center66

Financial Transaction House Company Profile and Credentials Strictly Confidential M & A and Financial Advisory Services

68 INTRODUCTION TO FTH Financial Transaction House was established by Mr. Faisal Alsayrafi, ASA, MBA, who serves as FTHs President and CEO. FTH is as an investment banking firm based in Jeddah, Saudi Arabia. FTH was started in 1994 and was previously the corporate finance arm of Andersen M & A Worldwide in the Middle East. FTH provides a wide range of corporate finance advisory services to a diversified client base in the Middle East, the base is comprised of strategic and financial investors. FTH continues to offer its clients a complete and integrated solution from structuring M & A transactions, reorganizations, recapitalizations, business valuations, including business valuations for IFRS financial reporting purposes, establishment of JVs, and litigation support services. Our focus on the Middle East and our knowledge of the local business context and culture has helped us establish close relationships with senior management of top companies, as we help them address the challenges they face in an increasingly complex, global and competitive business environment.

69 Financial Transaction House (FTH) is the 3rd licensed firm by the Capital Market Authority (CMA) Financial Transactions House receives License 28 June 2005 According to the Subject (6/A-18) of the Capital Market Authority issued by Royal Decree number (M/30) dated (2/6/1424H) and subject (7) of the Capital Market Authority by decision number 1-38-2005 dated 21-5-1426H, 28/6/2005, the Capital Market Authority has approved applications of Financial Transaction House and granted it the license to operate as a transaction manager and offer advisory services for Capital Market engagements.

70 Financial Transaction House (FTH) Services Offered. Financial Advisory Services Business Valuations IPO & Private Placements Mergers & Acquisitions/JV Local & International Strategic Partnership Structuring Financial Instruments Debt Syndication Fairness Opinions Corporate restructuring

71 INTRODUCTION TO FTH - Continued ( FTH) Currently became the Global M&A Partner for the Gulf Region and Yemen. Global M&A is widely recognized as one of the world's leading partnerships of independent merger and acquisition houses. Its prime purpose is to provide cross-border support and opportunities for clients who wish to complete acquisitions, company sales, buy-outs and buy-ins, fund raising and other corporate finance transactions. Global M & A is comprised of over 30 partner firms; its partners are in the U.S., UK, Western and Eastern Europe, Russia, Hong Kong, Japan, India, Mexico, Argentina, Colombia, Chile, Brazil, and Turkey. The partnership's focus is on mid-market transactions, valued at between 20 million and 250 million, and each partner has been carefully selected as 'best of breed' in their own local territories. Global M&A's success in delivering outstanding results for its clients is borne out by its recent track record: over 700 completed transactions with an aggregate deal value of over 15 billion since 2000. For more details about Global M&A, please visit www.globalma.com www.globalma.com

72 Equity Research Department Equity Research Department is a key support to the FTH arranging and advisory services Create a Complete Saudi Market Database which Covers: State of the economy and related news General Stock Market news All corporate actions pertaining to listed companies including earning reports, stock splits, financial statements and ratios Historical market data on all companies CMA news and announcements. Support Technical department with equity research data Market Reports: Prepare and issue a weekly market coverage report which covers the technical aspects of selected companies and also for the market as a whole

SELECTED TOMBSTONES. 2010 Business valuation Magrabi Hospitals & Centers 2008 Al Banawi Industrial Group Business Valuation 2009 Business Valuation Global Arabian For Modern Application LTD 2010 Restructuring Saudi Bell Co. 2009 Advisory Valuation Information Memorandum 2009 Business Valuation Global Distribution Co. Ltd. 2008 Information Memorandum National Experimental Establishment (Mutawaffy HujjajSouth Asian Countries) 2006 Buy side Mandate 2008 Al Raya Foodstuff Est 2009 Business Valuation Al Rajwa Est. 2009 Anaam International Holding Group Capital Restructuring Al Hajerah Est. SAR 97,845,000 In progress Private Placement Taif Investment & Tourism Co. In progress Private Placement Najran Holding Co. (Under Establishment) SAR 450,000,000 Undisclosed 2009 Private Placement Al Aton Steel Industry 2010 Valuation Sell side mandate Sami Mufti Est. SAR 10,000,000

FTH Team Mr. Alsayrafi founded FTH in 1994 as the regional corporate finance arm of Andersen, and has operated as an independent corporate advisory firm since 2002, offering a wide range of corporate finance advisory services to a diversified client base in the Middle East. Faisal, responsible for reviewing technical aspects of transactions and ensuring quality advisory, has directed the development of relationships and managed high profile transactions in the real estate, media and entertainment, financial services, petrochemical and general industrials sector, working with client organizations in Saudi Arabia, Egypt, UAE, Lebanon, Bahrain, Yemen, Qatar, UK and USA. Mr. Alsayrafis experience includes his role as managing partner of Andersens Global Corporate Finance practice in the Middle East, a senior management position with one of the regions largest food manufacturers, and numerous international and regional finance and strategy roles, leading to an exceptionally strong network of regional and local contacts in finance, business and government. Faisal holds an MBA from the University of Vermont and an MS in Accounting from the University of New Haven. He is a Registered Financial Consultant (RFC), Saudi Arabia, and an Accredited Arbitrator by the GCC Association for Arbitration. In addition, Faisal holds the following qualifications from the United States; American Society of Appraisal (ASA), CFC, RFC, CFE, CVM, CVA, CM&E, CM&A, CPES, as well as being a Master Financial Professional and a Certified Senior Business Analyst. Faisal has also earned the prestigious ASA designation conferred by the American Society of Appraisers and is an Accredited Senior Appraiser (ASA). Mr. Alsayrafi is the first and only Arab investment banker to complete and pass the ASAs stringent experience and examination requirements. Faisal Alsayrafi Managing Director & CEO 74

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