CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

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1 Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report ed weekly.

2 HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 26, 2012 SYMBOL COMPANY INVESTOR ADT The ADT Corporation Corvex Management CEP Constellation Energy Partners Investment Partners Asset Management CYBI Cybex International UM Holdings DHFT Diamond Hill Financial Trends Bulldog Investors GCOM Globecomm Systems JMB Capital Partners GDI Gardner Denver, Inc. ValueAct Capital HBK Hamilton Bancorp Joseph Stilwell MLVFD Malvern Bancorp PL Capital MPAC MOD-PAC Daniel Keane NAV Navistar International GAMCO Investors NINE Ninetowns Internet Technology Schuang Wang NTS NTS, Inc. Concerned NTS Shareholders OEH Orient-Express Hotels The Indian Hotels Company ORRF Orrstown Financial Services PL Capital OSK Oshkosh Corporation Carl Icahn PDEX Pro-Dex, Inc. AO Partners PRGS Progress Software Praesidium Investment SVVC Firsthand Technology Value Fund Bulldog Investors TUES Tuesday Morning Becker Drapkin WTSLA Wet Seal, Inc. Clinton Group XRTX Xyratex Ltd Baker Street ZIXI Zix Corporation Rockall Funds/Meldrum Asset HEDGE FUND SOLUTIONS (HFS) provides investment research, strategy and stakeholder communications consulting to companies and investors interested in, or involved with, shareholder activist campaigns. Since 2001 HFS has become the trusted advisor to numerous institutional investors, CEOs and board members worldwide. HFS also administers The Official Activist Investing Blog, the definitive source for activist shareholder information. Catalyst Investment Research is a portfolio of activist investing research products that combine company-specific shareholder activism research with deep value investment analysis and access to industry insiders. HEDGE FUND SOLUTIONS PORTFOLIO OF ACTIVIST INVESTING RESEARCH INCLUDES: Daily Alerts Weekly Summary of Activist Investments Quarterly Buying Analysis of Top 50 Activist Investors Company-Specific Shareholder Activism Analysis (combining shareholder activism & deep value company analysis) Special Reports on Activist Investing 400+ Page Shareholder Activism Report & Regularly Updated Shareholder Activism Resource Portal To Learn More: Download a brochure Page 2 of 15

3 ADT Corporation (ADT) Activist Investor: Corvex Management 11,541, % On October 24 Corvex disclosed a 5.02% active ownership (comprised of shares and options) and issued a presentation highlighting why ADT is undervalued and how to improve the company s capital structure, capital allocation and general corporate strategies. Share Price B 8.8B Enterprise Value 10.3B -1.5B 1.3B 52 wk. range EV/ 12.6 A copy of Corvex Capital s presentation is available here: Constellation Energy Partners LLC (CEP) Activist Investor: Investment Partners Asset Management 1,211, % Not Avail On October 23 Investment Partners Asset Management (IPAM) disclosed a 5.12% active ownership and sent a letter to CEP laying out its concerns and making several demands, including (i) adding an industry-expert to the board to protect minority shareholders, (ii) reduce management compensation, (iii) remove anti-takeover mechanisms, (iv) rescind golden parachutes for management, and (v) the cooperation of the company to engage with bankers referred to them by IPAM to explore financing, a merger or a sale of the business. Share Price M 36M Enterprise Value 117M -81M 52M 52 wk. range EV/ 2.2 A copy of IPAM s October 23 letter to CEP is available here: We previously covered CEP in our May 20, 2011 Catalyst Research Report, highlighting IPAM s shareholder proposal to CEP requesting shareholders vote to demand that the Company resume paying quarterly cash distributions. Legal counsel to IPAM Cybex International (CYBI) Activist Investor: UM Holdings 8,493, % UM Holdings offered to take CYBI private for $2.55/share. Not Avail Share Price M 42M Enterprise Value 61M -19M 11M 52 wk. range EV/ 5.6 Page 3 of 15

4 Diamond Hill Financial Trends Fund (DHFT) Activist Investor: Bulldog Investors 970, % Not Avail On October 24 Bulldog announced plans to vote for the liquidation of DHFT at the special meeting scheduled for November 14, If the Fund isn t liquidated, Bulldog stated their plans to nominate candidates for election next year. Share Price M 46M Enterprise Value 45M 1M 52 wk. range EV/ We previously covered DHFT in our June 22, May 25, March 9, February 17, February 3, January 27, January 20 and January Catalyst Research Reports, highlighting Bulldog s initial 8.81% active ownership stake and their concern about the Closed-end Fund s persistent double-digit discount to net asset value (NAV). In June 2012 we reported that Bulldog increased their ownership to 22.08%. As of October 26, 2012 DHFT was trading at a -5.28% discount to NAV. Globecomm Systems Inc. (GCOM) Activist Investor: JMB Capital Partners 1,400, % On October 25 JMB Capital disclosed a 6% active stake in GCOM and announced their support for Discovery Capital and Emancipation Capital s call for the company to re-engage an investment bank to examine a sale of the business. In addition, JMB said they will oppose the re-election of directors and the stock option plan at the upcoming annual meeting. Share Price M 253M Enterprise Value 201M 52M 39M 52 wk. range EV/ 5.1 We previously covered GCOM in our October 19, October 12 and September 28 Catalyst Research Reports, highlighting Discovery Capital increase in active ownership from 5.3% to 6.9% since late July (Discovery s average cost is $10.74/share). We also highlighted Discovery s October 9 letter to the board recommending they immediately engage an investment bank to solicit offers from multiple parties that Discovery believe are interested in acquiring the company. On October 16 Emancipation Capital disclosed a 5.0% active stake (avg. cost of $11.47/sh) and stated that they should re-engage investment bankers and prepare the company for sale. In addition, Emancipation suggested GCOM add at least one shareholder representative to the board. Gardner Denver Inc. (GDI) Activist Investor: ValueAct Capital 2,507, % On October 25 GDI confirmed they have hired Goldman Sachs to examine strategic alternatives. Not Avail Share Price B 3.3B Enterprise Value 3.6B -275M 492M 52 wk. range EV/ 7.2 We previously covered GDI in our July 6 and July 27 Catalyst Research Reports, highlighting ValueAct s 5% active ownership stake in GDI. On July 26 ValueAct sent a letter to the board of GDI recommending they pursue a sale of the Company in light of the circumstances in which it finds itself after the surprising resignation of its CEO 0n July 16. Page 4 of 15

5 Hamilton Bancorp (HBK) Activist Investor: Joseph Stilwell 341, % On October 22 Stilwell disclosed a 9.2% active ownership stake in HBK Share Price Enterprise Value 41M 52 wk. range EV/ Malvern Federal Bancorp (MLVFD) Activist Investor: PL Capital 471, % 8.92 On October 22 PL Capital disclosed a 7.2% active ownership stake in MLVFD and highlighted several concerns they have with the company following a special meeting on October 2 when a large percentage of shareholders voted against several proposed governance changes by the board. Share Price M 68M Enterprise Value 56M 12M 52 wk. range EV/ A copy of PL Capital s October 17 letter to Malvern is available here: We previously covered MLVF in our January 27, 2012, September 3, 2010, May and April Catalyst Research Reports, highlighting Joseph Stilwell s (9.9% shareholder avg. cost $10.67/share) belief that MLVF s shares were undervalued. On August 31, 2010 Stillwell announced he was mailing a letter to shareholders expressing his continued dissatisfaction with the company and its directors. On January 17, 2012 Stilwell announced he was dropping his lawsuit against MLVF because the Company announced plans to do a second step conversion. MOD-PAC Corp (MPAC) Activist Investor: Daniel Keane 246,718 43% Class B Daniel Keane, MPAC s Chairman, proposed to acquire MPAC for $7.20/share in cash. Not Avail A copy of the purchase letter is available here: Share Price M 18M Enterprise Value 19M -1.6M 4M 52 wk. range EV/ 4.6 Page 5 of 15

6 Navistar International Corp. (NAV) Activist Investor: GAMCO 5,678, On October 25 GAMCO submitted a shareholder proposal requesting shareholders vote to remove the Not Avail Company s poison pill. Share Price B 1.3B Enterprise Value 5.1B -3.8B 260M 52 wk. range EV/ 19.4 We previously covered NAV in our October 12, September 14, July 13, 2012; November 18, 2011 November 4, 2011, October 14, 2011; and November 21, 2008 Catalyst Research Reports. In November 2008, we reported that Owl Creek Capital increased their ownership to 9.45% at an average cost of $45.64/share. Owl Creek has since liquidated their position in NAV. On October 13, 2011, Icahn disclosed a 9.8% active ownership stake and disclosed that he has had conversations with the Company about adding a person to the board. On November 14, 2011 NAV entered into a settlement agreement with Icahn. Under the terms of the agreement NAV agreed to declassify the board so that all directors are elected annually. In addition, the Company agreed not to implement a Poison Pill. On December 19, 2011 Owl Creek announced they have had discussions with NAV about the Company s strategic options. In particular, Owl Creek discussed the potential for a merger of NAV with another company and made it clear that any merger (or other strategic transaction) that could not demonstrate the ability to derive significant value from synergies that would accrue to the benefit of the Company, and not just the acquisition target, would not be in the best interests of the Company s stockholders. On July 13, 2012 we reported that Icahn had increased his ownership in NAV from 10.58% to 13.19%. On September 9, 2012 Icahn issued a letter to NAV s board expressing grave concern about the future of NAV. In the letter Icahn stated that NAV should have reached out to the company s top 4 investors (who collectively own approx. 60% of the stock) to obtain their opinion on issues such as choosing a new management team to lead the company. On September 10 NAV responded to Icahn s letter with a press release stating the board takes their fiduciary duties very seriously and is committed to acting in the best interest of the Company. On September 11 Icahn issued a letter to NAV shareholders claiming, among other things, bad faith and selfinterested maneuvers by the board to protect its fees and perks. On October 5 NAV entered into a settlement agreement with Icahn. Under the terms of the agreement Icahn and MHR Fund Management will appoint 3 new directors to replace 3 incumbent directors on NAV s board. Ninetowns Internet Technology Group (NINE) Activist Investor: Schuang Wang 15,063, % A consortium led by NINE s CEO offered to take the Company private for cash in the range of $ per Not Avail share. Share Price M 68M Enterprise Value -30M 97M -5M 52 wk. range EV/ A copy of the Proposal Letter is available here: Page 6 of 15

7 NTS, Inc. (NTS) Activist Investor: Concerned NTS Shareholders 5,030, % On October 19 the Concerned NTS Shareholders disclosed a 12.2% active ownership in NTS and announced 0.89 plans to nominate 6 individuals for election to the board at the next annual meeting. Share Price M 52M Enterprise Value 100M -51M 10M 52 wk. range EV/ 10.0 Orient-Express Hotels (OEH) Activist Investor: The Indian Hotels 7,213, % On October 18 The Indian Hotels (affiliated with Tata Group) offered to acquire OEH for $12.63/share in cash. Not Avail OEH is expected to respond within 3 weeks. Share Price M 1.3B Enterprise Value 1.8B -554M 87M 52 wk. range 6.16 EV/ 20.3 A copy of the unsolicited buyout proposal is available here: Orient-Express Hotels (OEH) Activist Investor: The Indian Hotels 7,213, % Not Avail On October 25 Indian Hotels sent a letter to the Chairman of OEH seeking to dispel any misunderstanding about their motives in seeking to acquire OEH. In the letter Indian Hotels explained their desire to pursue a friendly transaction. Share Price M 1.2B Enterprise Value 1.7B -554M 87M 52 wk. range EV/ 20.3 A copy of the October 25 letter is available here: We previously covered OEH in our October 19 Catalyst Research Report, highlighting The Indian Hotels (affiliated with Tata Group) offer to acquire OEH for $12.63/share in cash. OEH is expected to respond within 3 weeks. A copy of the unsolicited buyout proposal is available here: Page 7 of 15

8 Orrstown Financial Services, Inc. (ORRF) Activist Investor: PL Capital 517, % On October 22 PL Capital disclosed a 6.4% active ownership in ORRF Share Price 69M 1M 69M Enterprise Value 9M 52M 52 wk. range EV/ OshKosh Corporation (OSK) Activist Investor: Carl Icahn 8,665, % On October 22 Icahn sent a letter to OSK shareholders highlighting the value of his $32.50/share offer to Not Avail acquire OSK. IN addition, Icahn announced plans to replace the entire board at the 2013 annual meeting. Share Price B 2.7B Enterprise Value 3.2B -415M 504M 52 wk. range EV/ 6.3 A copy of Icahn s October 22 letter is available here: We previously covered OSK in our October 12, August 10, January 6, 2012 and July 1, 2011 Catalyst Research Reports, highlighting Icahn s 9.5% ownership stake (through stock and options) along with his plans to talk with management about increasing shareholder value. On January 6 Icahn issued an open letter to OSK shareholders seeking support for his six director nominees at the Company s annual meeting on January 27, On February 7 OSK s 13 director nominees were elected to the board, defeating Icahn s 6 nominees. On August 9 representatives from Icahn met with OSK management to discuss the company s JLG segment and Icahn s belief that the value of that business exceeds the total enterprise value of the entire company. As a result, Icahn recommends that the JLG segment be spun-off in a tax-free transaction to shareholders. On October 11 Icahn announced a tender offer for all OSK shares at $32.50 per share in cash. Proxy Solicitor to Oshkosh Corporation Page 8 of 15

9 Pro-Dex, Inc. (PDEX) Activist Investor: AO Partners 674, % AO increased their ownership in PDEX from 17.5% to 20.5% since announcing plans to replace 3 directors at Not Avail the 2012 annual meeting (estimated to take place in December). Share Price M 7M Enterprise Value 4M 4M -1M 52 wk. range EV/ Negative We previously covered PDEX in our June 29 and June 8, 2012 Catalyst Research Report, highlighting AO Partners disclosure that their request for one board seat was declined by the board. On June 1 AO Partners sent a letter to the board asking for a clarification as to why the request was denied. On June 27 AO Partners nominated three individuals for election to PDEX s board at the next annual meeting. Progress Software Corporation (PRGS) Activist Investor: Praesidium Investment Management 4,116, % $21.10 On October 26 Praesidium Investment disclosed a 6.4% active ownership in PRGS and disclosed they ve been in talks with the board about their ideas concerning a spin-off or sale of certain assets and strategic acquisitions PRGS could pursue to unlock shareholder value and capture long-term growth opportunities. Share Price M 1.3B Enterprise Value 909M 352M 97M 52 wk. range EV/ 9.3 Note: Starboard has increased their ownership in PRGS from 5.1% to 8.7% since withdrawing their nominees for election to the board in early May. We previously covered PRGS in our June 8, May 4, February 3 and January Catalyst Research Reports, highlighting Starboard s original 5.1% active ownership stake and a letter sent to the Company highlighting their analysis that the Company is significantly undervalued. In the letter Starboard stated, We believe this valuation discrepancy is, in part, due to the Company s conglomerate structure consisting of a highly profitable mature business along with a money-losing growth business with little to no overlap. A copy of Starboard s January 24 letter to PRGS is available here: On January 27 Starboard nominated four individuals for election to the PRGS board at the next annual meeting. On April 23 Starboard announced they have filed Definitive proxy materials for the purpose of electing three new directors to the board of PRGS. On April 24 PRGS issued a press release announcing their Strategic Plan to Increase Growth, Profitability and Shareholder Value. A copy of PRGS s press release and shareholder presentation is available here: On May 7 Starboard withdrew their nomination notice stating that the Company s strategic plan is a large step in the right direction and addresses many of Starboard s concerns. Legal counsel to Starboard Value Page 9 of 15

10 Firsthand Technology Value Fund (SVVC) Activist Investor: Bulldog Investors 757, % On October 24 Bulldog announced that SVVC shares trade at a large discount to NAV and proposed the Not Avail Company repurchase its shares or conduct a self-tender offer. Share Price M Enterprise Value -12M 160M 52 wk. range EV/ Tuesday Morning Corp. (TUES) Activist Investor: Becker Drapkin Management 2,928, % Becker Drapkin has increased their ownership in TUES from 5.7% to 7.02% since entering into a settlement 4.30 agreement with TUES for 2 board seats in late June. Share Price M 244M Enterprise Value 252M -2M 23M 52 wk. range EV/ 10.7 We previously covered TUES in our June 29 and June 8 Catalyst Research Reports, highlighting Becker Drapkin s 5.0% active ownership stake and their letter to the board seeking board representation. On June 29 TUES entered into a settlement agreement with Becker Drapkin. Under the terms of the agreement TUES agreed to nominate two individuals recommended by Becker Drapkin to the board. Continue to Next Page Page 10 of 15

11 Wet Seal Inc. (WTSLA) Activist Investor: Clinton Group 6,275, % $2.96 On October 22 Clinton disclosed they have had discussions with WTSLA s new Chairman and another board member about hiring a new CEO and returning excess cash to shareholders as quickly as possible. In particular, Clinton believes a $50-75M buyback or self-tender would be appropriate. Share Price M 266M Enterprise Value 110M 146M 25M 52 wk. range EV/ 4.4 We previously covered WTSLA in our October 5, September 28, September 21, September 14, September 7, August 31, August 24 and August 3 Catalyst Research Reports, highlighting Clinton s letters to WTSLA s board of directors stating that they intend to solicit written consents from other shareholders to remove board members and replace them with new directors unless the Company can justify why they are not examining a complete strategic review of the business with the aid of an investment banker. On August 22 Clinton issued a press release announcing the five director nominees they plan to elect to the WTSLA board by way of written consent. On August 30 Clinton disclosed that they have increased their ownership stake from 4.71% to 6.49% and announced they have filed a preliminary consent statement with the SEC to elect five new members to the company s 6-member board. On September 5 Clinton sent a letter to the board of WTSLA stating that there is a misalignment between the board s compensation and the creation of shareholder value. On September 13 Clinton Group sent a letter to the board of WTSLA requesting their board nominees be provided equal access to strategic and operational information during the consent solicitation period. Clinton states that this will help to enable a smooth transition to a new board. On September 18 Wet Seal proposed a settlement to end Clinton Group s consent solicitation. Clinton rejected the offer. On September 20 Wet Seal added two additional directors to their board, reduced overall director compensation and removed the poison pill. On September 25 proxy vote advisor ISS recommended a vote for the removal of 2 incumbent directors and for the election of 2 Clinton nominees. On September 28 proxy vote advisor Glass Lewis recommended a vote for the removal of 4 incumbents and for the addition of 4 Clinton nominees. On October 4 Wet Seal entered into a Settlement Agreement with Clinton. Under the terms of the Agreement Clinton replaced 4 of the Company s 7 directors In-Depth Activist Research & Webcast on WTSLA Hedge Fund Solutions issued several in-depth research reports on this situation (Activist coverage initiated Aug. 15; Activist Updates/Research Notes Aug. 28, Sept. 21, Oct. 2 and Oct. 5). For a copy of this research contact dpark@hedgerelations.com or On August 23 Hedge Fund Solutions and APB Financial Group hosted a 30 minute webcast with Greg Taxin, head of activist investments for Clinton Group, to discuss their investment thesis in WTSLA. For a link to the webcast replay contact Brian Luster at APB Financial Group bluster@abbygroup.com or Legal counsel to Clinton Group Proxy Solicitor to Wet Seal Page 11 of 15

12 Xyratex, Inc. (XRTX) Activist Investor: Baker Street Capital 3,809, % On October 25 Baker Street disclosed a 14.1% active ownership in XRTX $7.51 Share Price B 225M Enterprise Value 120M 103M 73M 52 wk. range EV/ 1.6 Legal counsel to Baker Street Zix Corp (ZIXI) Activist Investor: Rockall Fund/Meldrum Asset Management 6,250, % On October 25 Rockall/Meldrum Asset Management delivered letter to ZIX requesting a special meeting of Not Avail shareholders to remove and replace 3 board members. Share Price M 182M Enterprise Value 154M 23M 12M 52 wk. range EV/ 12.4 We previously covered ZIXI in our May 11 Catalyst Research Report, highlighting Rockall s announcement that they had notified ZIXI that they desired to speak with the board to discuss available strategic options for accelerating the growth of the Company s encryption business, and related growth in shareholder value. Legal counsel to Rockall Fund/Meldrum Page 12 of 15

13 CONTACT INFORMATION: Hedge Fund Solutions, LLC Damien J. Park Tel FREE Subscription to the weekly report: or The Catalyst Equity Research Report is a general circulation weekly. Hedge Fund Solutions and/or its affiliates (the Firm ) may have a consulting relationship with the companies featured in this report (the Companies ). The Firm may also actively trade in the securities of the Companies for its own account. At any time, the Firm, funds it manages and/or its employees or their family members may have a long or short position in registered or non-registered securities or in options on any such security of any company mentioned in this report. The information contained in this report is not a complete analysis of every material fact with respect to the company, industry, or security and is not an offer or solicitation to buy or sell any security. Although opinions and estimates expressed in this report reflect the current judgment of the Firm, the information upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, opinions are subject to change without notice. The Firm from time to time may perform consulting services for companies mentioned in this report and may occasionally possess material, nonpublic information regarding such companies. This information is not used in the preparation of this report. Facts and other information contained in this report have been obtained from the public sources considered reliable but are not guaranteed in any way. Hedge Fund Solutions Portfolio of Activist Investing Products Catalyst Investment Research Daily: Alerts Weekly: Catalyst Equity Research Report Quarterly Buying Analysis Top 50 Activist Investors Specific Activist Target Catalyst Investment Research Special Reports Shareholder Activism Report & Resource Portal Download a Brochure Page 13 of 15

14 PLATINUM SPONSORS Legal Advisers Olshan Frome Wolosky LLP is a law firm dedicated to providing personal service tailored to the specific requirements and concerns of the firm s clients. Olshan is widely recognized as a preeminent law firm in the activist strategy area, and represents experienced activist investors, funds new to the activist area, as well as other investment and hedge funds. Olshan has extensive experience advising clients in a wide range of activist strategies, from private negotiations with management to public, high profile proxy contests, including expertly and efficiently handling litigation relating to activist matters. We also specialize in mergers and acquisitions and hostile takeovers, with extensive expertise in these matters. Olshan s highly regarded attorneys provide a full range of legal services and are uniquely positioned to provide expert advice regarding the complicated and nuanced legal issues facing activist investors today. Contact: Steve Wolosky, Partner swolosky@olshanlaw.com Tel: Schulte Roth and Zabel LLP, one of the leading law firms in the activist investing area, has been involved in some of the highest-profile campaigns facing the business world in recent years. Serving both activist-only and occasional activists, the firm advises on federal securities law, state corporate law, Hart-Scott-Rodino, proxy rules and related matters, as well as handling investigations and litigations arising out of clients' activist activity. The firm, with over 450 lawyers in offices in New York, Washington, D.C., and London, has a long history of serving private equity and hedge fund clients. Contact: Marc Weingarten, Partner marc.weingarten@srz.com Tel: Page 14 of 15

15 PLATINUM SPONSORS Proxy Advisors Alliance Advisors LLC is a multi-faceted shareholder communications firm specializing in proxy solicitation, corporate governance consulting, and information agent services. Our in-depth view of the investor communities and governance environment allows us to prepare for successful outcomes. Alliance Advisors fight team has built a distinguished reputation by successfully completing countless contested assignments. The team will complete a comprehensive analysis of the shareholder base and build a calculated battle plan accordingly. We will assist in the crafting and delivery of your message to the target audience, ensuring the message is heard and understood. Alliance Advisors consistently delivers successful outcomes to our clients. Contact: Peter Casey, Executive Vice President pcasey@allianceadvisorsllc.com Tel: Innisfree M&A Incorporated is a full service proxy solicitation/investor relations firm providing clients with sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other domestic and cross-border transactions requiring action by public security-holders. We provide expert consulting services on a wide range of matters, including executive compensation proposals, corporate governance issues and investor relations. Innisfree s reputation derives from our success in complex and/or contested situations. Key to that success is our ability to track, identify and understand the shifting dynamics of a company s security-holder base and provide battle-tested advice based on that information. We are convinced, and our unrivaled record demonstrates, that this refined, analytical based approach enables us to deliver the extraordinary results our clients expect. Contact: Arthur Crozier, Co-Chairman acrozier@innisfreema.com Tel: MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance consulting firm specializing in mergers-and-acquisitions related transactions. The firm has offices in New York City, Los Angeles, Palo Alto and London. MacKenzie's services include corporate governance consulting, security holder solicitations, information agent services for tender and exchange offers, beneficial ownership identification, market surveillance and associated financial, investor and media relations services. We work in close partnership with our client's attorneys, investment bankers and other consultants, providing advice and counsel at each stage of the transaction. Contact: Mark Harnett, President mharnett@mackenziepartners.com Tel: Page 15 of 15