Alliance Advisors is a shareholder communications firm specializing in proxy solicitation and governance consulting founded in 2005. The firm assists over 200 clients, including Fortune 500 companies, with shareholder activism matters. The document discusses trends in shareholder activism such as more activists seeking minority board representation rather than control and the impact of poor stock performance on vulnerability to activism. It also provides an overview of ISS' framework for evaluating proxy contests and contested mergers and outlines considerations for companies facing shareholder activism.

1. Shareholder Activism -
M&A/Proxy Contests
May 2013
Waheed Hassan, CFA – Managing Director
Copyright © 2012 by Alliance Advisors, LLC. ALL RIGHTS RESERVED.

2. About Alliance Advisors LLC
 Founded in 2005, Alliance is a multi-faceted shareholder communications firm
specializing in proxy solicitation, governance consulting, information agent services
and proxy management.
 The firm is lead by former founders of Corporate Investor Communications (CIC),
which was acquired by Computershare - now Georgeson. Principals have over 25
years in the proxy solicitation business.
 Four former senior ISS/Proxy Governance team members on staff with topic expertise
in executive compensation, corporate governance and M&A/Proxy Fights.
 Offer specialized year-round Activist Monitoring, Compensation and general Corporate
Governance consulting services.
 Over 200 clients including several Fortune 500 companies – DELL, Starbucks,
Walgreens, Exelon Corp, AGL Resources, Southern Company.
2

3. A significant number of potential
proxy fights are not voted-on
3
Source: FactSet Shark Repellent. Data as of 8 February 2013

4. Management has a reasonably high
success rate in winning proxy fights
Source: FactSet Shark Repellent. Data as of 8 February 2013
4

5. Activists typically seek minority
representation
Board
Representation
68%
Board Control
19%
Vote/Activism
against a
Merger
4%
Vote for
Stockholder
Proposal
3%
Others
6%2011
Source: FactSet Shark Repellent. Data as of 8 February 2013
5

6. Types of Proxy Contests
Minority Representation
– Target, Office Depot, Barnes & Noble, AOL, Mentor Graphics, Forest Labs
Majority Representation
– Asure Networks, LCA Vision
M&A driven
– Airgas/Air Products; IPC Holdings/Validus, Casey’s/Couche-Tard
 Written Consents (for board seats)
– Zoran, Vitacost, Adaptec
Written Consents (merger related)
– Cephalon/Valeant Pharmaceuticals, Dynegy/Seneca + Icahn, Emulex/Broadcom,
Anheuser/InBev
Vote no campaign + exempt solicitation
6

7. M&A Activism
Source: FactSet Shark Repellent. Data as of 8 February 2013
7

8. Unsolicited offers are often accompanied
by proxy contest for board seat
Source: FactSet Shark Repellent. Data as of 8 February 2013
8

9. Strong stock market leads to increased
pressure to “maximize value”
Source: FactSet Shark Repellent. Data as of 8 February 2013
9

10. Contested M&A Transactions
Strategic Acquirors
– Airgas/Air Products; IPC Holdings/Validus, Casey’s/Couche-Tard
– Transatlantic Holdings/Validus
– Vulcan Materials/Martin Marietta
– Dollar Thrifty/Hertz & Avis
– CF/Agrium/Terra Industries
 Opposition to deal announcement by hedge funds
– Alpha Natural Resources/Foundation Coal – Duquesne Capital
– Charles River/Wuxi – Jana Partners
– Cedar Fair going private – Q Funding
– Dynegy going private– Seneca Capital and Icahn
10

11. Outlook
 New activist investors
– Engaged Capital (formerly from Relational Investors)
– Tensile Capital Management (formerly from Blum Capital)
– Privet Funds (J. Alexander’s, PFSweb, Inc.)
– Jeffrey Eberwein and group (former PM at Soros Fund)
– Potomac Capital (Sigma Designs)
 Traditional activists getting bigger and bolder
– Starboard (AOL, Office Depot)
 Long only funds willing to work with hedge funds/activist investors
– The Timken Company (Relational + CalSTRS)
– McGraw-Hill Companies (JANA Partners + Ontario Teachers’ Pension Fund)
11

12. Outlook – Contd.
 Fundamentals likely to support activist campaigns
– Balance sheet activism: stock buybacks, special dividends (U.S. companies
estimated to have approx. $1.7 trillion in cash)
– Scale: Technology and biotech companies, regional banks
– Operational activism: Issuers with underperforming business segments.
– Stock market return: Targets likely to have relative TSR underperformance
 Change in ISS policy should indirectly support activists
– Expected change in ISS policy to WITHHOLD from directors for not adopting
majority supported shareholder proposal (impact in 2014)
 Pension funds faced with funding gap may become more receptive to
joining forces with activist investors
– CalPERS YTD return as of 10/31/2012 was 4.1% vs. expected return of 7.5%
– CALSTRS time weighted return as of 30 June 2012 was 1.8% vs. expected return
of 7.5%
12

13. ISS Framework for Contested Meetings
13

14. ISS Framework – Proxy Contests
ISS proxy contest framework for board representation:
– Prong 1: Have the dissidents met the burden of proving that board change is
warranted? And, if so;
– Prong 2: Will the dissident nominees be more likely to affect positive change (i.e.,
increase shareholder value) versus the incumbent nominees?
– For majority board representation
• the dissidents is required to provide a well-reasoned and detailed business plan
(including the dissidents' strategic initiatives), a transition plan that describes how the
change in control of the company will be effected, and if applicable, identify a qualified
and credible new management team
– For minority board representation
• the dissident is required to prove that board change is preferable to the status quo; &
• the dissident director slate will add value to board deliberations including by, among
other factors, considering issues from a different viewpoint than the current board
members
14

15. ISS Framework – M&A Proxy Contests
In M&A related proxy contests, ISS focuses on the following:
– Did the acquirer make a reasonable offer?
– How did the target board respond to acquirer’s offer?
– Does the target have anti-takeover mechanisms in place?
– What options do target shareholders have to realize value for themselves?
– Are acquirer nominees conflicted?
– Would acquirer nominees likely maximize value for target shareholders?
15

16. ISS Framework –
Contested M&A Transactions
In contested M&A transaction, ISS focuses on the following:
– Economics of and market response to the offer;
– The governance and strength of the sales process;
– The strategic reasons for the merger; and
– The relative attractiveness of the available alternatives.
“In the context of one or more competing bids, ISS will look in particular at the
desirability of the agreed transaction relative to the other bids, mindful that
competing bids must demonstrate not only more favorable economic terms, but
also a reasonable certainty target shareholders can realize that value, or a higher
value, if they take the risk of voting down the deal in hand.”
16

17. Key Considerations for Board/Management
 What is the reason for activism?
– Share price performance;
– Deterioration in operating metrics: Declining revenues and profitability, low ROIC;
– Balance sheet activism: Return capital to shareholders, change capital structure ,
history of poor/failed acquisitions/investment/R&D
– Corporate governance concerns: Classified board, non-shareholder approved
poison pill, failure to implement majority supported shareholder proposals.
 Who is the dissident shareholder?
– Hedge fund or traditional long term investor;
– Duration for which the dissident has been a shareholder;
– Dissident ownership compared to board/management stake;
– Industry knowledge/understanding of the dissident investor
Did the company engage with the dissident investor?
– Settlement discussions with the dissident;
– Reasonableness of dissident demands;
– Board’s process for evaluating dissident nominees;
– Likelihood of expanding the board and giving a seat to the dissident
17

18. Takeover Defense:
Certificate of Incorporation & Bylaws
 Since most provisions of the bylaws can be amended with just Board approval, near-
term focus should be on the bylaws
 Can shareholders make proposals or nominate director candidates without providing
advance notice?
 Can shareholders call a special meeting?
 Are there any restrictions on when a special meeting can be called, and for what
purposes?
 Can directors be removed without cause?
 Can shareholders fill vacancies on the Board?
 Can shareholders take action by written consent?
 Do the bylaws include a “10+10” record date provision for actions by written consent?
 Are there director qualification provisions?
18

19. APPENDIX
ABC Activist Vulnerability Analysis
19

20. Activist Vulnerability Analysis
 Key Takeaways
– ABC’s share price has under-performed its peer median over the longer 5-year
period. As ISS and institutional investors focus on relative TSR, ABC’s under-
performance could support an activist’s argument for change.
– The fact that ABC has managed to generate above-peer-average operating and
EBITA margins, in particular, ROIC in excess of its cost-of-capital, is indicative of
a strong expense management and capital allocation strategy.
– That said, much of the revenue growth since 2005 has come from acquisitions.
Activists could argue that the company has failed to formulate and execute a
growth strategy for organically growing the core and acquired businesses.
– Based on analyst estimates, management’s current plan offers limited upside
potential.
20

21. ABC Activist Risk Profile
 Relative TSR Performance* (NEGATIVE)
 Financial Performance* (POSITIVE)
Acquisitions History (NEGATIVE)
Corporate Governance (NEUTRAL)
Analyst Consensus* (NEGATIVE)
* TSR, financial data and analyst consensus are sourced from Thomson Reuters database. Peer group
comprises of companies mentioned in ABCs 2011 Investor Meeting Presentation – Dec. 2, 2011
21

22. M&A/Proxy Contest Experience
 Waheed Hassan, CFA – Managing Partner, Alliance Advisors LLC
– Waheed has over ten years of institutional equity research, corporate governance, M&A
valuation, and proxy advisory experience. He has interacted with C-level management and
board of directors, having led over 200 in-person meetings with senior management of public
companies, including many S&P500 firms.
– Prior to joining Alliance, Waheed managed the M&A/Proxy Contest research team at
Institutional Shareholder Services ("ISS") - a division of MSCI Inc. At ISS, he provided advisory
vote recommendations on 100+ contested M&A transactions and proxy contests with the
combined market value of targeted companies in excess of $75 billion. Waheed was involved
in several high profile proxy fights (Target, Barnes & Noble, NRG Energy, Office Depot), and
mergers (IPC Holdings/Validus, Xerox/ACS, First Energy/Allegheny Energy).
– Previously, Waheed worked as a Senior Research analyst with Indosuez W.I. Carr Securities,
UBS Warburg, and Khadim Ali Shah Bukhari. He was included among the #1 rated financial
sector research analysts in The Reuters Survey of Global Emerging Markets 1998 and was a
member of the #1 rated research team according to both The Reuters Survey of Global
Emerging Markets 1999 and Euromoney Awards for Excellence 2000. Waheed is a CFA
charter holder and received an MBA with Beta Gamma Sigma honors from Vanderbilt
University.
22

23. Contact Information
Waheed Hassan, CFA
Managing Director
202-549-8399
whassan@allianceadvisorsllc.com
www.allianceadvisorsllc.com
23