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 November 29, 2013 SYMBOL COMPANY INVESTOR ALLB Alliance Bancorp of Pennsylvania PL Capital ARO Aeropostale, Inc. Hirzel Capital; Crescendo Capital AVNW Aviat Networks Privet Fund DAEG Daegis, Inc. Norman Pessin DAVE Famous Dave s of America Blue Clay Capital; PW Partners GRIF Griffin Land & Nurseries GAMCO Investors IMF Western Asset Inflation Mgmt. Bulldog Investors MIL MFC Industrial Peter Kellogg PIP ParmAthene, Inc. Prescott Group RWC Relm Wireless Privet Fund SEV Sevcon, Inc. GAMCO Investors SUP Superior Industries GAMCO Investors TG Tredegar Corp GAMCO Investors 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 11

3 Alliance Bancorp Inc. of Pennsylvania (ALLB) Activist Investor: PL Capital 449, % PL Capital submitted a shareholder demand to inspect the Company's books and records Share Price M 72M 12M We initially covered ALLB in our October Catalyst Research Report, highlighting PL Capital Fund s (currently a 9.2% shareholder at an avg. cost of $10.73) announcement that in October 2007 two members from their fund met with the CEO and CFO at the company s headquarters to discuss various matters, including the need for management of the company to improve financial performance, enhance shareholder value and design compensation and benefit plans that are tied to company financial performance and shareholder value metrics. 60M N/A 52 wk. range EV/ N/A On April PL Capital sent a letter to ALLB requesting the company meet with them to discuss their concerns about the company s performance and steps that can be taken to improve value. On January Joseph Stilwell disclosed a 9.75% ownership stake (avg. cost of $10.51/share) and stated that he supported the company s recent second-step offering for $32.6M and that management should now focus on profitability. Stilwell encourages management and the board to pay dividends and repurchase shares with excess capital, and said he will support them if they do so. Furthermore, Stilwell said he will encourage management s efforts to improve asset quality and that he opposes using excess capital to "bulk up" on securities or to rapidly increase the loan portfolio. He also opposes rapid growth through the acquisition of financial institutions and said he will support only a gradual increase in the branch network. Finally, Stilwell threatened that if the company pursues any action that dilutes tangible book value per share, he will aggressively seek board representation. On June 14 PL Capital sent a letter to the board of ALLB stating that several changes are needed before they vote in favor of the Company s 2011 stock option plan. If these changes are not made, PL Capital plans to conduct a just say no campaign to defeat the plan. On June 24, 2011 PL Capital sent a letter to ALLB stating that they have reviewed the Company s recent definitive proxy statement and that, after careful consideration, they have decided to vote against the Company s 2011 stock option plan. However, PL stated that, in light of the Company s prompt review and response to their suggested changes (the Company made two of PL s three suggested changes), they will not engage in a just say no campaign to rally shareholder support against the plans. On November 18 PL Capital nominated 1 person for election to ALLB's board On November 22 Clover Partners disclosed a 6.9% active stake Aeropostale, Inc. (ARO) Activist Investor: Hirzel Capital 4,728, % 9.43 On November 27 ARO implemented a poison pill with a 10% trigger Share Price We initially covered ARO on September 17 when private equity firm Sycamore Partners disclosed a 7.96% active stake at an average cost of $ B On November 19 Hirzel disclosed a 6% active stake in ARO. 811M 709M 100M 86M 52 wk. range EV/ 8.2 On November 21 Crescendo Partners sent a letter to ARO urging them to examine a sale and said they intend to nominate directors for election at the 2014 annual meeting. Legal counsel to Crescendo Page 3 of 11

4 Aviat Networks Inc. (AVNW) Activist Investor: Privet Fund 3,128, % 2.39 On November 25 Privet disclosed a 5% "active" stake in AVNW Share Price M We initially covered AVNW in our August 13 and July 9, 2010 Catalyst Research Reports, highlighting Starboard s (7.6% shareholder at the time f/k/a/ Ramius) July 7 letter to the Company stating that the shares are deeply undervalued and significant opportunities exist to improve the [Company s] operating performance 150M 66M 73M 1M 52 wk. range EV/ 60.4 On September 15 Aviat entered into a settlement agreement with Ramius. Under the terms of the agreement Aviat included one candidate recommended by Ramius as a nominee on management s slate for election to an eight-person board at the annual meeting. Legal counsel to Starboard Daegis, Inc. (DAEG) Activist Investor: Norman Pessin 1,066, % On November 27 Pessin disclosed a 6.5% "Active" stake in DAEG 0.95 Share Price M 16M 26M -10M 5M 52 wk. range EV/ 4.98 Legal counsel to Norman Pessin Continue to Next Page Page 4 of 11

5 Famous Dave s of America (DAVE) Activist Investor: Blue Clay Capital; PW Partners 579, % On November 27 DAVE increased the size of its board from 6 to 7 and added one representative from Blue Clay Capital. In addition, DAVE reported a new agreement with PW Capital which effectively extended PW s representation on its board. Share Price M 148M 165M -14M 13M 52 wk. range EV/ 12.7 We initially covered DAVE on March 1, 2012 when DAVE entered into a Nomination Agreement with PW Capital (currently a 10.3% shareholder) in which the Company agreed to nominate one individual from PW Capital to its 6-member board. On May 21 Blue Clay increased its ownership to 7.6% after disclosing a 5.85% active stake on May 7. On June 24 Farnam Street Partners disclosed a 5.2% active stake and stated that shareholders would benefit from expense reduction and a share buyback Strategy & Communications for DAVE Legal counsel to PW Capital Griffin Land & Nurseries (GRIF) Activist Investor: GAMCO Investors 1,666, % On November 25 GAMCO sent a letter to GRIF saying, "We have not heard from anyone since last year's Annual Meeting update concerning the examination of REIT or MLP status. In light of the upcoming deadline to submit stockholder proposals for consideration at the 2014 Annual Meeting, we would welcome your input so that our proxy voting committee can best determine what course of action it should take in its continued attempts to recognize shareholder value creation" Share Price M 169M 215M -53M 6M 52 wk. range EV/ 37.2 We initially covered GRIF in our December 14 and December 7 Catalyst Research Reports, highlighting GAMCO s plans to nominate directors for election to GRIF s board. On December 10 GAMCO recommended 2 individuals for consideration as directors on GRIF s board. On March 13 GAMCO formally nominated 2 individuals for election to GRIF s board. On May 8 ISS recommended a withhold vote for all of the Company s nominees at the May 14 annual meeting. Continue to Next Page Page 5 of 11

6 Western Asset Inflation Management (IMF) Activist Investor: Bulldog Investors 764, % Bulldog increased its "active" stake from 8.41% to 10.83% On November 22 Bulldog disclosed an 8.41% "active" stake in IMF Share Price wk. range EV/ IMF is currently trading at a -7.08% discount to NAV MFC Industrial Ltd (MIL) Activist Investor: Peter Kellogg 20,622, % Kellogg announced his intention to propose a resolution to fix the number of directors at 11 and seek to elect 8 directors. Share Price M 476M 526M -19M 45M 52 wk. range EV/ 11.6 A copy of Kellogg s announcement is available here: We initially covered MIL on October 2 when Peter Kellogg changed his filing status with the SEC from passive to active investor, disclosed a 33% stake, and requested the appointment of an additional independent director to the board. Legal counsel to Peter Kellogg PharmAthene, Inc. (PIP) Activist Investor: Prescott Group Capital 5,244, % 1.81 On December 2 PIP announced the termination of its merger agreement with Theraclone Share Price 1.87 We initially covered PIP on October 8 when Prescott sent a letter to the board seeking additional disclosure about the proposed merger with Theraclone. Prescott would like more info on the SIGA litigation (which could be worth multiples of the current share price), and how the $134M in NOL's will be used. 26M 99M 76M 10M -6M 52 wk. range EV/ Negative A copy of Prescott Group s October 8 letter is available here: On November 12 Prescott sent a Demand to PIP to call a special meeting on November 29 to discuss the company s process and valuation for the Theraclone merger. Prescott also demanded a copy of the company's stockholder list. On November 25 PIP declined to call a special meeting before the December 5 meeting to vote on the merger. Page 6 of 11

7 RELM Wireless Corp. (RWC) Activist Investor: Privet Fund 1,926, % 2.72 Privet increased its stake from 12.7% to 14.2% since joining the board in September Share Price 3.37 On May 8 we reported that Privet had disclosed a 6.3% active stake which was subsequently increased to 8.5% on May 17 and again to 9.9% on June M On August 1 Privet disclosed it had increased its active ownership stake from 9.9% to 12.7%. 44M 36M 8M 2M 52 wk. range EV/ 16.2 On September 12 RWC increased the size of its board from 6 to 8 and added two representatives from Privet to the open positions. Sevcon, Inc. (SEV) Activist Investor: GAMCO Investors 563, % On November 27 GAMCO announced plans to nominate 2 individuals to the SEV board. Share Price M 17M 17M 0-0.4M 52 wk. range EV/ Negative Superior Industries International (SUP) Activist Investor: GAMCO Investors 3,643, % On November 25 GAMCO sent a letter to SUP saying they are currently evaluating all options available, including the submission of a proposal regarding a stock repurchase. Share Price M 541M 329M 186M 57M 52 wk. range EV/ 5.7 A copy of GAMCO s letter is available here: We initially covered SUP in our November 30, 2012 Catalyst Research report highlighting GAMCO s plans to nominate one or more individuals for election to SUP s board at the 2013 annual meeting. On January 16, 2013 GAMCO nominated 1 person for election to SUP s board. On March 15 GAMCO increased its stake from 9.07% to 10.07% Page 7 of 11

8 Tredegar Corp (TG) Activist Investor: GAMCO Investors 4,557, % On November 29 GAMCO submitted a shareholder proposal seeking to remove the poison pill. A copy of GAMCO s proposal is available here: Share Price M 810M 913M -91M 106M 52 wk. range EV/ 8.6 We initially covered TG on September 6 when the Gottwald family (22.8% shareholder; 2 are board members) announced that shareholders would be best served by TG considering "strategic alternatives". On October 3 GAMCO sent a letter to TG announcing it may submit a shareholder proposal requesting shareholders to vote on the continuation of the poison pill. In the meantime, GAMCO would like to see the threshold increased from 15% to 20%. On October 4 the Gottwalds sent a letter to the TG Board requesting clarification on whether the poison pill will be triggered if the Gottwalds nominate directors to the board in a joint nomination with other shareholders. A copy of the Gottwalds October 4 letter is available here: Page 8 of 11

9 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 9 of 11

10 PLATINUM SPONSORS Broker-Dealer APB Financial Group is a Special Situations Brokerage Firm tailored to investors seeking fundamental value and catalyst-driven activist investments. Steven Abernathy, Principal sabernathy@abbygroup.com Tel: 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. 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 375 lawyers in offices in New York, Washington, D.C., and London, has a long history of serving private equity and hedge fund clients. Marc Weingarten, Partner marc.weingarten@srz.com Tel: David Rosewater, Partner david.rosewater@srz.com Tel: Page 10 of 11

11 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. 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. 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. Mark Harnett, President mharnett@mackenziepartners.com Tel: Page 11 of 11