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 January 17, 2014 SYMBOL COMPANY INVESTOR ARO Aeropostale Crescendo Partners BBRG Bravo Brio Restaurant Discovery Capital BOBE Bob Evans Farms Sandell Asset Management CBRL Cracker Barrel Biglari Capital CWH CommonWealth REIT Corvex/Related DAVE Famous Dave s of America Blue Clay; PW Capital HWAY Healthways, Inc. North Tide Capital MERU Meru Networks Potomac Capital PTGI PTGi Holding DG Capital QEP QEP Resources Jana Partners RVBD Riverbed Technology Elliott Associates SPW SPX Corporation Relational Investors VITC Vitacost.com Osmium Partners WMB Williams Companies Corvex Capital; Soroban Capital WPP Wausau Paper Starboard Value 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 14

3 Aeropostale, Inc. (ARO) Activist Investor: Hirzel Capital Shares % Outstanding 4,728, % 9.43 Catalyst: Aeropostale is rumored to be talking to private equity buyers about a potential sale. Bloomberg News Report Share Price B 605M Enterprise Value 537M 68M 7M 52 wk. range EV/ 73.7 We initially covered ARO on September 17 when private equity firm Sycamore Partners disclosed a 7.96% active stake at an average cost of $8.64. On November 19 Hirzel disclosed a 6% active stake in ARO. 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. A copy of Crescendo s letter is available here: A%C3%A9ropostale-Board-Directors Legal counsel to Crescendo Bravo Brio Restaurant Group (BBRG) Activist Investor: Red Mountain Capital Shares 1,224,532 Catalyst: % Outstanding 6.3% On January 17 Discovery disclosed it had increased its "active" ownership in BBRG from 5.2% to 6.3% Share Price M 306M Enterprise Value 320M -14M 45M 52 wk. range EV/ 7.08 We Initially covered BBRG on May 20 when Red Mountain disclosed a 5.8% "active" ownership stake in BBRG and said it was having a dialogue with management about operations, strategic direction, capital structure and corporate governance. On August 5 Red Mountain disclosed it had increased its "active" ownership from 5.8% to 7.5%. On September 9 Red Mountain disclosed it had increased its "active" ownership in BBRG from 7.5% to 8.5%. On November 11 Red Mountain disclosed it had increased its "active" ownership in BBRG from 8.5% to 9.5%. Page 3 of 14

4 Bob Evans Farms, Inc. (BOBE) Activist Investor: Sandell Asset Management Shares % Outstanding 1,730, % Catalyst: Sandell announced it is suing BOBE to repeal the Company's new bylaw amendment requiring 80% supermajority approval for shareholders to amend bylaws. Sandell also plans to commence a consent solicitation to expand the board and fill the vacancies with new Directors. Share Price B 1.3B Enterprise Value 1.6B -315M 172M 52 wk. range EV/ 9.4 On January 13 BOBE issued a shareholder presentation at an investor conference. A copy of the Company s presentation is available here: We initially covered BOBE on September 23 when Sandell sent a letter to BOBE outlining its proposals for increasing value, consisting of (i) the separation of its packaged foods business, BEF Foods, through a sale or a spin-off to stockholders; (ii) the entry into a sale-leaseback transaction to realize the significant real estate value associated with the owned restaurant properties; and (iii) the launch of a large, one-time self-tender for the Common Stock. A copy of Sandell s Sept. 23 letter is available here: A copy of Sandell s presentation is available here: On November 11 Sandell sent a letter to the Board expressing their extreme concern at the Board s inaction regarding their ideas to deliver increased shareholder value and indicating that they have retained a proxy solicitation firm to provide advice regarding options available to them, including a possible consent solicitation A copy of Sandell s November 11 letter is available here: On December 6 Sandell increased its ownership from 5.1% to 6.5% On December 9 Sandell announced its intent to commence a consent solicitation and issued a presentation to BOBE shareholders. A copy of Sandell s Unlocking Shareholder Value presentation is available here: On the same day BOBE responded saying it has thoroughly vetted Sandell s ideas with the help of its financial advisor Lazard and concluded they are not in the best interest of shareholders. A copy of BOBE s December 9 response is available here: Legal counsel to Sandell Asset Management Proxy Solicitor to Sandell Asset Management Page 4 of 14

5 Cracker Barrel Old Country Store (CBRL) Activist Investor: Biglari Capital Shares 4,737,794 Catalyst: % Outstanding 19.9% On January 16 Biglari filed a preliminary consent solicitation statement seeking the approval from shareholders for a non-binding proposal requesting the board examine a sale. Share Price B 2.5B Enterprise Value 2.8B -354M 267M 52 wk. range EV/ 10.5 A copy of Biglari s preliminary consent statement is available here: We ve covered CBRL in several Catalyst Research Reports since mid-2011 when we initially highlighted BH s active ownership stake and its August 23, 2011 letter expressing concern over the Company s failure to disclose operating segments for both the restaurant and the retail operations. On September 1, 2011 BH nominated two individuals to the 11 member board (later reduce to one nominee). On September 23 CBRL adopted a Poison Pill with a 10% trigger that would expire at the Company s shareholder meeting unless approved by shareholders. The Company stated that the action was in response to BH s clearance under the Hart-Scott-Rodino Act to acquire up to 49.99% of the Company s common stock. (The approval of the Poison Pill was put to a shareholder vote at the annual meeting and defeated). On November 14 BH issued a letter to shareholders outlining a business improvement plan for CBRL. On April 13, 2012 we reported that BH had increased its ownership from 9.9% to 16.9% (currently 19.9%) since losing a proxy contest for board representation on December 20, On April 10, 2012 CBRL adopted another poison pill, this time with a 20% trigger. On August 16, 2012 BH nominated 2 people for election to the board at the next annual meeting. On October 11 BH sent CBRL a demand to inspect the Company s books and records for the purpose of investigating any wrongdoing in connection with statements made by CBRL regarding the qualifications of the designated Chairman. On October 16 BH sent a letter to the board detailing several false and misleading statements made by the Company about BH and its effort to obtain board representation. On November 15 BH s 2 nominees were defeated at the annual meeting. In December 2012 Biglari increased its holding from 17.5% to 19.9%. On February 13, 2013 Biglari declined CBRL s offer to acquire its ownership. On August 16 Biglari nominated 2 for election to CBRL's board for the 3rd year in a row and announced it wanted the Company to declare a $20/ share special dividend. Biglari did not obtain the 2 seats at the annual meeting. On December 16 Biglari announced plans to call a special meeting to vote upon a non-binding proposal recommending the board pursue a sale. On December 26 Biglari sent a letter to the Chairman of CBRL saying the Company should be sold and that Biglari is willing to lead the process by submitting a bid. Proxy Solicitor to Cracker Barrel Proxy Solicitor to Biglari Holdings Legal counsel to Biglari Holdings Page 5 of 14

6 CommonWealth REIT (CWH) Activist Investor: Corvex/Related Shares See Catalyst Catalyst: % Outstanding See Catalyst On January 16 Corvex/Related announced its slate of nominees. Corvex also rejected CWH s offer of one See Catalyst board seat to Keith Meister from Corvex. Share Price B 2.8B Enterprise Value 5.8B -3.0B 546M 52 wk. range EV/ 10.6 We previously covered CWH in several Catalyst Research Reports, initially highlighting Corvex and Related s February 27, 2013 press release that included an open letter to the CWH Board of Trustees reiterating its demand that they immediately cease its proposed equity offering and debt repurchase. Corvex and Related specified that, as a result of additional and credible analysis, they would be prepared to increase their initial offer to acquire all the outstanding shares of the Company to a price of $27 per share, with the opportunity to meaningfully increase this proposed offer after completing due diligence. On March 1 Corvex/Related filed a lawsuit claiming the share issuance was to dilute the voting power of existing shareholders so that it becomes dramatically more difficult and onerous, if not impossible, for existing shareholders to remove CWH s Trustees.On March 11 Corvex/Related s ownership was readjusted downward (from 9.75% to 8.5%) based on the Company s 34.5M share offering. On March 12 the dissidents filed their preliminary consent solicitation statement with the SEC. On March 13 Perry Corp. disclosed a 5.5% active stake and expressed its support for the proposals of Corvex/Related. On March 14 Corvex/Related amended their complaint in MD State Court seeking to nullify various bylaw amendments that restrict shareholders ability to act by written consent. On March 28 CWH confirmed that it received an indication of interest from Corvex/Related for 100% of shares outstanding for $24.50/sh. On April 15 CWH rejected Corvex/Related s $24.40 buyout offer and announced plans to classify its board structure so that all directors cannot be removed through a consent solicitation. On the same day Corvex/Related demanded the company declare a record date to remove 5 Trustees. On April 30 Perry Corp (5.49% shareholder at $22.17/share cost basis) sent a letter to the board describing the reasons why they intend to support Corvex/Related. On May 1 Luxor Capital (4.7% shareholder at $14.81/share cost basis) stated its support for Corvex/Related On June 19, in an effort to avoid any concerns about the possibility of debt acceleration if the entire board is removed, Corvex/Related pledged to buy 51% of CWH s debt. ISS and Glass Lewis both recommended shareholders vote for the removal of the entire board. On June 21 Corvex/Related issued a press release saying 70% of shareholders supported the board s removal in their consent solicitation. CWH says the consent solicitation did not comply with the requirements set forth in the Company s bylaws and therefore has no legal effect. An arbitration hearing was scheduled for July 18. On November 18 Corvex issued a press release applauding the arbitration ruling that CWH's Bylaws erect a complex wall of procedural hurdles to any consent solicitation; Corvex formally began a consent solicitation to replace CWH directors. On December 16 Corvex/related issued a presentation titled, A Case for Change at CWH Legal counsel to Perry Corp Proxy Solicitor to CWH Page 6 of 14

7 Famous Dave s of America (DAVE) Activist Investor: Blue Clay Capital; PW Partners Shares % Outstanding 579, % Catalyst: On January 14 DAVE added the former CEO of McDonald's USA to the board. Blue Clay and PW Partners amended their settlement agreements to allow for the expansion of the board from 7 to 8 members to accommodate the new director. Share Price M 145M Enterprise Value 159M -14M 13M 52 wk. range EV/ 12.2 We initially covered DAVE on March 1, 2013 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 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. Strategy & Communications for DAVE Legal counsel to PW Capital Healthways, Inc. (HWAY) Activist Investor: North Tide Capital Shares % Outstanding 3,850, % Not Avail Catalyst: On January 14 North Tide sent a letter to the board expressing concern over the board's failure to (i) hold the CEO accountable for results, (ii) address the Company s severe underperformance, and (iii) set a new direction for the Company. North Tide also announced its plan to nominate new directors for election to the board. Share Price M 596M Enterprise Value 854M -260M 40M 52 wk. range EV/ 21.5 A copy of North Tide s January 14 letter is available here: We initially covered HWAY on October 28, 2013 when North Tide increased its ownership from 6.69% to 9.88% and changed its filing status from "passive" to "active". On December 2 North Tide sent a letter to the board expressing concern over management's ability to realize value potential and called for the CEOs removal immediately along with several initiatives to enhance value. On December 19 North Tide increased its ownership from 9.7% to 11%. Legal counsel to North Tide Capital Page 7 of 14

8 Meru Networks, Inc. (MERU) Activist Investor: Potomac Capital Shares 1,171,226 Catalyst: % Outstanding 5.2% Meru entered into a settlement agreement with Potomac, expanding the board by 2 members and adding 2 new 3.27 directors recommended by Potomac. Share Price M 104M Enterprise Value 77M 27M -11M 52 wk. range EV/ Negative A copy of the settlement agreement is available here: We initially covered MERU on December 3 rd when Potomac disclosed a 5.2% active stake in the Company. Legal counsel to Potomac Capital PTGi Holding (PTGI) Activist Investor: Harbinger Group Shares % Outstanding 1,028, % 3.61 Catalyst: DG Capital sent a letter to PTGI saying the Company is more valuable as an operating company and should not be liquidated. DG also asked to meet with management to discuss various options available for increasing value. Share Price M 50M Enterprise Value 35M 15M 12M 52 wk. range EV/ 2.9 A copy of DG Capital s January 14 letter is available here: We initially covered PTGI on January 7, 2014 when Harbinger (41% shareholder at an avg. cost of $4.00/sh) sent a letter requesting to meet to discuss the addition of board representatives and also demanded the Company not pay any dividends pending changes to the board. QEP Resources (QEP) Activist Investor: Jana Partners Shares 16,985,857 Catalyst: % Outstanding 9.5% Jana increased its "active" stake in QEP from 7.5% to 9.5% and said it will continue to have discussions with the board about improving value, including possible director nominations Share Price B 5.4B Enterprise Value 8.1B -2.7B 1.54B 52 wk. range EV/ 5.3 We initially covered QEP when Jana disclosed a 7.5% "active" stake in the Company and sent a letter to the board recommending they add new board members to help unlock the value of its midstream QEPFS business and return capital. A copy of Jana s October 21 letter is available here: Legal counsel to Jana Partners Page 8 of 14

9 Riverbed Technology (RVBD) Activist Investor: Elliott Associates Shares 16,800,000 Catalyst: % Outstanding 10.4% Elliott sent a letter to RVBD outlining 10 quotes from shareholders and analysts illustrating the benefits from its Not Avail purchase offer. Share Price M 3.2B Enterprise Value 3.3B -89M 130M 52 wk. range EV/ 25.6 A copy of Elliott s January 14 letter is available here: On January 15 RVBD rejected Elliott s proposal as undervalued. We initially covered On November 8 Elliott disclosed a 10.4% "active" stake in RVBD and communicated to the board that the Company is deeply undervalued. On November 11 RVBD adopted a Poison Pill with a 10% trigger for active investors and a 20% trigger for passive investors. On January 8 Elliott offered to buy RVBD for $19/share and submitted a draft purchase agreement. SPX Corp. (SPW) Activist Investor: Relational Investors Shares % Outstanding 7,035, % Catalyst: SPX agreed to add one rep from Relational to the board at Relational s written request before the 2015 annual meeting. If Relational makes the request, SPX agrees to nominate Relational s representative for election at the 2015 annual meeting. Share Price B 4.7B Enterprise Value 5.9B -1.1B 472M 52 wk. range EV/ 12.6 A copy of the settlement agreement is available here: We previously covered SPW in our March 1, 2013 Catalyst Research Report, highlighting Relational s 8.76% active stake and its opinion that the shares are undervalued. Relational believes that despite the Company s attractive business mix, total shareholder returns and profitability have lagged peers due primarily to excessive prices paid for acquisitions. Toward this end, Relational suggests: increasing operating profit margins to levels achieved by comparable peer businesses, accelerating divestment of non-core underperforming assets around the Company s Flow business, establishing rigorous capital allocation disciplines and processes that properly balance growth and investment returns, and properly aligning executive compensation and shareholder value creation. On March 25 we reported that Relational had increased its active stake from 8.76% to 9.9%. On May 6 Relational increased its "active" stake from 9.9% to 13.65%. On August 30 Relational increased its "active" stake from 13.65% to 15.22%. Legal counsel to Relational Investors Page 9 of 14

10 Vitacost.com (VITC) Activist Investor: Osmium Partners Shares 2,754,906 Catalyst: % Outstanding 8.2% Osmium increased its VITC ownership from 6% to 8.2% and changed its filing status from "passive" to "active" 6.35 Share Price M 203M Enterprise Value 184M 19M -7M 52 wk. range EV/ Negative Williams Companies (WMB) Activist Investor: Corvex Capital; Soroban Capital Shares 67,409,960 Catalyst: % Outstanding 9.86% Corvex and Soroban increased its "active" stake from 8.82% to 9.86% (in stock and options). Not Avail Share Price B 26.8B Enterprise Value 37.2B -10.4B 2.3B 52 wk. range EV/ 16.3 We initially covered WMB on December 16 when 12/16 Corvex and Soroban formed a group, disclosed an 8.82% "active" stake in WMB, and announced it may seek to enhance the structure and value of the Company's investments and assets; evaluating and financing of capital projects; optimizing the capital structure and dividend policy; improving the operational and financial execution; and the potential for participating in strategic combinations given the rapid pace of consolidation in the midstream energy industry. In addition, they have proposed that the Company immediately add Mr. Meister and Mr. Mandelblatt to the Board. Continue to Next Page Page 10 of 14

11 Wausau Paper Corp. (WPP) Activist Investor: Starboard Value Shares 7,500,000 Catalyst: % Outstanding 15.2% On January 17 Starboard sent a letter to WPP saying the Company must either (i) immediately replace 7.75 management and position the Company for standalone success, or (ii) explore a sale. Share Price M 648M Enterprise Value 772M -75M 50M 52 wk. range EV/ 15.5 Starboard also nominated 3 candidates for election to the board. A copy of Starboard s January 17 letter is available here: We initially covered WPP on July 29, 2011 highlighting Starboard s initial 6.3% active ownership stake and letter to the board. In the July letter, Starboard stated its belief that WPP is deeply undervalued and also questioned the Company s tissue paper business expansion plans. Starboard s sum-of-the-parts analysis in 2011 suggested WPP was worth between $ per share. On October 3, 2011, Starboard sent a letter to the CEO of WPP following their meeting with management and the Board in late August. In the letter, Starboard stated their concern that, as currently conceived, WPP s Tissue expansion project requires them to take on significant additional debt, which in turn would dramatically increase the risk profile for shareholders. Starboard urged WPP to finance the Tissue expansion project by divesting certain non-core assets, including the underperforming Paper business, the Company-owned timberlands and the hydroelectric assets. On January 11, 2012 Starboard sent a letter to WPP suggesting they retain a reputable financial advisor to explore a sale. In addition, Starboard recommended WPP reconstitute its board with individuals capable of critically analyzing important strategic initiatives, such as the potential sale of the Paper segment or the entire Company, and the expansion of the Tissue business into new areas of the away-from-home market. On February 10, 2012 WPP entered into a settlement agreement with Starboard. Under the terms of the agreement WPP nominated 2 of Starboard s nominees for election to the 8-member board. On October 14 we reported Starboard had increased its active ownership stake in WPP from 9.7% to 14.4%. On January 11 and January 14 Starboard sent letters to WPP demanding they examine strategic alternatives. In addition, Starboard nominated 3 directors for election to the board. On March 6 WPP entered into a settlement agreement with Starboard. Under the terms of the agreement WPP agreed to solicit votes for 2 Starboard nominees. On October 21 Starboard sent a letter to the board urging them to (i) immediately initiate a share repurchase of $100 million or more, (ii) institute a recurring dividend of $1.00 per share beginning later this year or early next year, and to increase the dividend to $1.50 or more over time, and (iii) reduce corporate overhead and relocate the headquarters to one of its tissue facilities. A copy of Starboard s October 21, 2013 letter is available here: Legal counsel to Starboard Value Page 11 of 14

12 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 12 of 14

13 PLATINUM SPONSORS Broker-Dealer APB Financial Group is a Special Situations Brokerage Firm tailored to investors seeking fundamental value and catalyst-driven activist investments. Contact: 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. 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 375 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: David Rosewater, Partner david.rosewater@srz.com Tel: Page 13 of 14

14 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 14 of 14