WGM Powerpoint Presentation

1
INTRODUCTION TO SEMINAR, SPEAKERS AND OBJECTIVES
March 2001
2
Speakers and Panelists
The Bank of New York Nasdaq Weil Gotshal
Manges PriceWaterhouseCoopers CE Computer
Equipment AG Celanese AG Deutsche Bank Lehman
Brothers Schroder Salomon Smith Barney
3
The Decision to Pursue a US Listing

• A cost-benefit analysis
• Identify near-term and long-term goals of Company
  
• Identify the tangible and intangible benefits of
  a US listing
• Review requirements of and on-going obligations
  involved with a US listing
• Identify the tangible and intangible costs of a
  US listing

4
Benefits to the Issuer of a US Listing

• Increased visibility in the US for the non-US
  issuer
• Broader ability to raise capital in the US
  capital markets
• Ability to use ADRs or ordinary shares as
  acquisition currency
• Increased coverage by US analysts
• Ability to offer US employees shares without
  restrictions
• Comparability to peer companies

5
Costs to the Issuer

• Out-of-pocket costs financial advisory services,
  auditors fees, legal fees, depositary
  arrangements, financial printers, SEC filing
  fees, Nasdaq and US exchange listing fees
• Requirement to make public disclosure

• Reconciliation to US GAAP audit under US GAS
• business disclosure
• ownership by significant stockholders and
  management
• transactions with affiliates
• segment reporting

• Continuing reporting obligations
• Restrictions on sales in the US by controlling
  shareholders and certain affiliates
• Anti-fraud and liability considerations
• Effect on information flow within the company
  impact on management decisions