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 8, 2013 SYMBOL COMPANY INVESTOR CNMD CONMED Corporation Voce Capital CCC Calgon Carbon Starboard Value VOLC Volcano Corporation Engaged Capital VVTV ValueVision Media Clinton Group; Cannell Capital JAGGF Jaguar Mining Revere Capital USAK USA Truck Baker Street MW Men s Wearhouse Eminence Capital RVBD Riverbed Technology Elliott Associates RCMT RCM Technologies Legion Partners/ IRS Partnership 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 10

3 CONMED Corporation (CNMD) Activist Investor: Voce Capital Shares % Outstanding Not Avail Not Avail Not Avail Catalyst: On November 4 Voce Capital sent a letter to CNMD discussing its concerns relating to governance (Corasanti family influence, compensation and related-party deals -- despite little ownership), poor acquisition management, weak operational management, and other matters. Share Price M Market Cap 1.0B Enterprise Value 1.2B Net Cash -175M 126M 52 wk. range EV/ 9.6 A copy of Voce Capital s press release and letter is available here: Legal counsel to Voce Capital Calgon Carbon Corporation (CCC) Activist Investor: Starboard Value Shares % Outstanding 5,275, % Catalyst: On November 4 Starboard urged CCC to (i) institute additional margin improvement initiatives; (ii) optimize its capital allocation and capital structure, including by returning substantial capital to shareholders; and (iii) consider tax-advantaged corporate structures that should materially increase after-tax free cash flow. Share Price M Market Cap 1.1B Enterprise Value 1.1B Net Cash -18M 98M 52 wk. range EV/ 11.1 A copy of Starboard s November 4 letter is available here: Comment: We initially covered CCC in our January 25 Catalyst Research Report highlighting Starboard s 7.7% active stake and plans to nominate 3 individuals to the Company s board. On March 1 we reported that Starboard had increased its ownership from 7.7% to 9.2% since nominating 3 people to the board. On March 12 CCC entered into a settlement agreement with Starboard. Under the terms of the agreement Starboard added 2 individuals to an expanded board of 9. In addition, CCC agreed to increase the threshold on its poison pill from 10% to 15%. Proxy Solicitor to Calgon Carbon Legal counsel to Starboard Value Page 3 of 10

4 Volcano Corporation (VOLC) Activist Investor: Engaged Capital Shares % Outstanding Share Price 2,798, % M Catalyst: On November 4 Engaged Capital disclosed a 5.1% "active" stake in VOLC and stated its belief that the shares ascribe minimal value to (a) the potential for sustained revenue growth from the fractional flow reserve ( FFR ) and peripheral intra-vascular ultrasound ( IVUS ) businesses as the penetration rates of these technologies increase, (b) the likelihood of material margin improvements and cash flow expansion as VOLC begins to generate operating leverage, (c) the opportunity to generate high rates of return through the disciplined allocation of its approximately $500 million cash balance, and (d) the attractiveness as an acquisition target given the advantaged and desirable position as the market leader in both FFR and IVUS. Market Cap 1.1B Enterprise Value 1.0B Net Cash 46M 38M 52 wk. range EV/ 26.3 A good synopsis of Engaged s investment thesis is available here: Legal counsel to Engaged Capital ValueVision Media Inc. (VVTV) Activist Investor: Clinton Group Shares 5,301,445 Catalyst: % Outstanding 10.7% Clinton formed an investment group with Cannell Capital (total 11% ownership) to call a special meeting in late Not Avail January to expand the board to 9 members and elect 7 new directors. Share Price M Market Cap 264M Enterprise Value 262M Net Cash -6M 11M 52 wk. range EV/ On November 4 the Investment Group issued a press release announcing its nominees. Comment: We initially covered VVTV in our October 3, 2008 Catalyst Research Report, highlighting Cannell Capital s change in filing status with the SEC from passive investor to active investor. In addition, we highlighted Cannell had sent a letter to VVTV informing them of its intention to nominate directors for election to the board at the 2009 annual meeting. On October 27, 2008 Cannell (currently a 4.2% shareholder) sent a letter to VVTV suggesting they declare a $1.20 special dividend. Cannell also informed VVTV of his intention to evaluate his options for calling a special meeting of the Company's shareholders to vote upon whether (a) the Company's cash should be returned to its shareholders or (b) the existing board of directors should continue as directors of the Company in the event the Company disagrees with his suggestion to declare a special dividend. On October 20, 2013 Clinton disclosed a 5.8% "active" stake in VVTV and sent a letter to the board criticizing its asset management and called for the CEO's removal. A copy of Clinton s October 30 letter is available here: Legal counsel to Clinton Group Page 4 of 10

5 Jaguar Mining Inc. (JAGGF) Activist Investor: Revere Capital Partners Shares % Outstanding 8,400, % 0.64 Catalyst: On November 4 Revere issued a press release stating the Company s proposed debt conversion is appalling. The proposed term sheet stated that holders of the Shares prior to such conversion "would have minimal or no continuing equity in the Issuer" following such conversion. Share Price M Market Cap 8M Enterprise Value 286M Net Cash -271M 27M 52 wk. range EV/ 10.5 A copy of Revere s press release is available here: Inc.%E2%80%99s-Directors Comment: We initially covered JAG in our December 23, 2011 Catalyst Research Report, highlighting Bristol Investment Partners (at the time BI was a 8.63% shareholder with a $5.90/sh cost basis) change in their filing status from passive investor to active investor and announcement that they had serious concerns about the Company s recently announced strategic review process. On June 13, 2012 Bristol sent a letter to the Board announcing its intention to withhold votes for the election of three directors at the 2012 annual meeting. On July 3, 2012 Bristol demanded the board immediately accept the resignation of the 3 directors that did not receive a majority vote at the annual meeting. On September 20, 2013 Revere Capital disclosed a 9.7% "active" stake in JAGGF. On October 15 Revere sent a letter to the board stating its full appreciation of and full support for the board and management team. Legal counsel to Bristol Investment Partners USA Truck (USAK) Activist Investor: Baker Street Shares % Outstanding 1,400, % Catalyst: On November 7 Baker Street disclosed a 13.3% "active" ownership stake in USAK. Share Price Comment: We initially covered USAK on September 26 when Knight Transportation s offer to acquire USAK for $9 per share was rejected by the board. On September 30 Knight increased its stake from 7.9% to 11.3% and issued a press release commenting on USAK's rejection of its $9/share buyout offer. 548M Market Cap 136M Enterprise Value 283M Net Cash -142M 35M 52 wk. range EV/ 8.8 A copy of Knight s press release is available here: Legal counsel to Baker Street Page 5 of 10

6 The Men s Wearhouse (MW) Activist Investor: Eminence Capital Shares 4,684,200 Catalyst: % Outstanding 9.8% On November 7 Eminence Capital sent a letter to MW expressing its disappointment that they rejected a $48/share buyout offer from Jos. A Bank (JOS) and requested they examine a sale of the business. Share Price B Market Cap 2.2B Enterprise Value 2.0B Net Cash 32M 285M 52 wk. range EV/ 7.2 A copy of Eminence Capital s November 7 letter is available here: Legal counsel to Eminence Capital Riverbed Technology (RVBD) Activist Investor: Elliott Associates Shares 16,800,000 Catalyst: % Outstanding 10.4% On November 8 Elliott disclosed a 10.4% "active" stake in RVBD and communicated to the board that the Not Avail Company is deeply undervalued. Share Price M Market Cap 2.8B Enterprise Value 2.5B Net Cash -89M 131M 52 wk. range EV/ 19.3 On November 11 RVBD adopted a Poison Pill with a 10% trigger for active investors and a 20% trigger for passive investors. Continue to Next Page Page 6 of 10

7 RCM Technologies Inc. (RCMT) Activist Investor: Legion Partners/IRS Partnership No. 19 L.P. Shares 1,641,849 Catalyst: % Outstanding 13.3% On November 7 Legion Partners sent a letter to RCMT shareholders discussing the CEO's false academic 5.36 credentials, poor shareholder returns, and poor compensation practices. Share Price M Market Cap 79M Enterprise Value 65M Net Cash 14M 8M 52 wk. range EV/ 8.25 A copy of Legion s November 7 letter is available here: Comment: We initially covered RCMT in our January 20, 2012 Catalyst Research Report, highlighting Michael O Connell s 5.1% active ownership stake and his plans to speak with the Company about ways to increase value, including engaging with the Company on a review of its strategic activities, assessment of its organization, management of its balance sheet, the pursuit of other corporate transactions and board representation. Note: Michael O Connell is associated as a 13D group investor with IRS Partnership No. 19 On January 2 IRS nominated 2 people for election to the board at the 2013 annual meeting. In addition, IRS submitted proposals to (i) declassify the board, (ii) adopt a majority vote standard, and (iii) adopt a policy to ensure the Chairman is an independent director. On March 12 IRS increased its active stake in RCMT from 9.8% to 10.7% On May 15 IRS called on RCMT to set its annual meeting date. On October 28 IRS Partnership filed a proxy statement seeking to elect 2 directors and separate the Chairman and CEO position. A copy of the definitive proxy statement is available here: Also on October 30, IRS Partnership sent a letter to shareholders highlighting the need for change. A copy of the October 30 letter is available here: Legal counsel to IRS Partnership No. 19 Proxy Solicitor to RCM Technologies Page 7 of 10

8 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 8 of 10

9 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 9 of 10

10 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 10 of 10