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Mergers & Acquisitions
Mark White, White & Lee LLP
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Preparing For and Pulling Off a U.S. Initial Public Offering
Mark Tanoury of Cooley Godward, Castro, Huddleson & Tatum - Menlo Park
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Finding and Engaging an Investment Banking Firm
Socrates Jimenez of Sutro & Co., Inc. - Los Angeles
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Alternative financings on the Nasdaq, AMEX and New York Stock Exchanges
Bruce Krogstad of Nasdaqk Stock Exchange - Menlo Park
Howard Eisen of Spear, Leeds & Kellogg - New York
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Stories from the Battlefield, A Company Perspective
Richard Heddleson, CFO of DBStar, Inc. - San Francisco
Scott Groff, Dentech Sales & Service / VARS
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— Mark White of White & Lee LLP
Mr. White will discuss structuring, tax and securities issues in the sale of private technology companies. I will also cover issues such as (a) how to value the target company, (b) locating potential acquirors, (c) the M & A process, and (d) key issues for management and continuing employees.
— Mark Tanoury of Cooley Godward LLP
Mr. Tanoury addresses the business and legal issues leading up to an Initial Public Offering, including such concerns as (a) determining the fair market value of the Company's stock leading up to the IPO, (b) determining the appropriate amount of outstanding warrants and options convertible into stock, (c) issues relating to the maturity of the Company and appropriate revenue and profitability expectations for an IPO, (d) pre-planning to identify potential problems in the Company's capitalization or corporate documents, and (e) introducing the Company to the investment banking community and listing exchanges. Further, he speaks in general terms about the listing process, including the role of management during and following the IPO.
— Brad Rohal of Hambrecht & Quist
Mr. Bohal discusses how companies can identify and select an appropriate investment banking firm for the IPO. In particular, he provides advice on how companies should present themselves to investment banking firms, and at which stage of Company development. He further advises on the key issues management should consider in selecting its bankers, what bankers are looking for in the companies they underwrite, how bankers work with the Company to set the value of the stock, the size of the offering, the shares to be issued in the registration, and whether and how companies can procure institutional financing leading up to the IPO. He also generally addresses the bankers role in the IPO process, and how they work with management, the lawyers and the accountants through the offering.
— Bruce Krogstad, NASDAQ Stock Exchange
— Howard Eisen, Speer, Leads & Kellogg
Mr. Korgstad and Mr. Eisen both address how regional and national stock exchanges select companies for listing, including identification of the qualitative and quantitative listing requirements on the various Exchanges. Mr. Korgstad focuses his comments on the Nasdaq national market system exchange, and speaks about the new listing requirements proposed for Nasdaq after the merger with AMEX, and thoughts on when the new listing criteria might be adopted.
Mr. Eisen focuses on listing on the NYSE, and the general differences between listing on an electronic exchange and the specialist system used on the NYSE and the PSE. He also speaks about effect the merger of Amex with NASDAQ has had on the market and on the NYSE. In particular, Mr. Eisen discusses the more liberal listing criteria for smaller emerging growth companies on the Amex, whether these listing criteria will change as a result of the merger of the Amex with NASDAQ, and the listing criteria for international companies on the various exchanges.
— Richard Heddleson, CFO of DBstar, Inc.
— Scott Groff of VARS / Dentech
Based on his experience, Mr. Heddleson should speaks about Radius and other companies that he has been associated with and the steps they have taken to prepare for an IPO - with a particular emphasis on maximizing value for the investors in such a transaction. Mr. Heddleson identifies troublesome issues that typically arise in liquidity transactions and how to preplan to avoid disruption of the offering process. He also speaks about managing the company post IPO, and how to avoid making public statements and creating misperceptions in the market place about the Company's performance - which may give rise to shareholder lawsuits.
As a contrast to IPO's, Mr. Groff generally discusses the recent acquisition of Dentech by a larger, public semiconductor equipment vendor. In particular, he discusses how he drove up Company value from the $10 million originally offered, to the $18.5 million final purchase price, how the structure of the transaction changed during the course of negotiations - and generally how to position a smaller target company against a much larger acquiror.
