DISCLOSURE: Raptor Partners LLC is a registered broker-dealer with the U.S. Securities Exchange Commission and a member of the Financial Industry Regulatory Authority. This document is not a “research report”, as such term is defined by applicable laws and regulations. The information in this report has been obtained from third-party sources deemed to be reliable, but is not represented to be complete. This document has been prepared for general information purposes only and does not represent a complete analysis of any specific security, industry or issuer. This information contained in this document does not represent an offer or a solicitation of an offer to buy or sell securities of any form or to participate in any particular trading strategy. This document does not consider the investment objectives or financial situation of any individual or entity. Raptor Partners has provided, may continue to provide, or may seek to provide investment banking services for companies included in this document.

Fall 2010

RAPTOR PARTNERS M&A MARKET MONITOR

M&A ACTIVITY CONTINUES DESPITE UNCERTAINTY

RAPTOR PARTNERS ADVISORY SERVICES: MERGERS & ACQUISITIONS

CORPORATE SALES & DIVESTITURES CROSS-BORDER TRANSACTIONS

FAIRNESS OPINIONS STRATEGIC ALTERNATIVES

CORPORATE FINANCE CAPITAL STRUCTURE

RESTRUCTURING PRIVATE CAPITAL RAISING

TAKEOVER DEFENSE VALUATIONS

1

Raptor Partners M&A Market Monitor

Fall 2010

Source: Standard & Poor’s CapitalIQ

Global M&A Market Strong Despite Uncertainty Uncertainty over global economic activity has led to increased volatility in the financial markets recently. U.S. unemployment has remained stubbornly around 10%. U.S. GDP growth has slowed due to weaker global growth, reduced government stimulus, and uncertainty over domestic economic and fiscal policy. According to revised figures released by the Commerce Department on August 27th, the U.S. economy grew at a 1.6% rate in the second quarter, which was below previous estimates. U.S. government securities recorded their fifth straight monthly increase which is the longest winning streak since the period ended March 2008, when the credit crisis sent the economy into recession. The “flight to safety” has resulted from uncertainty among investors as to whether the U.S. economy is headed for a double-dip recession or is only experiencing a slow recovery. Despite the global economic uncertainty, global M&A activity has continued to increase. In particular, a flurry of high-profile M&A activity in the latter half of August has given a window into the confidence among CEO’s in their companies’ prospects in a diverse range of industries. Several strategic transactions in the face of persisting high unemployment have demonstrated a greater willingness among companies to grow via acquisition versus expanding their own internal development activities. In the last two weeks of August, Anglo-Australian miner BHP-Billiton made a hostile takeover attempt for fertilizer producer Potash Corp. for $39 billion in cash. The offer has been rejected by Potash as significantly undervaluing the company. Biopharmaceutical giant Genzyme has been locked in difficult takeover discussions with Sanofi-Aventis. Sanofi’s $18.5 billion takeover offer, which represents a 46% premium to Genzyme’s pre-offer price, has been rejected. Sanofi has indicated a willingness to increase the price. Intel announced the purchase McAfee for $7.7 billion to diversify its business into the security software market. Two weeks later, Intel announced a $1.8 billion acquisition of Infineon’s Wireless Solutions business to expand its footprint in the market for chips used in the rapidly growing Smartphone and tablet computer business. Dell and HP are engaged in an intense bidding ware for data center storage company 3Par. Dell’s initial offer for 3Par was $18 per share, which was an 87% premium to 3Par’s previous closing price of $9.65. Since that time and the entrance of HP in the takeover auction, bidding has increased to $33 per share, representing a 242% premium to 3Par’s closing price prior to the original offer. In large buyout news, Burger King has agreed to a $3.3 billion takeover by private equity firm 3G Capital. The offer was a 46%

premium to Burger King’s trading price before rumors of a takeover began.

M&A Deal Volume Increases Global M&A transaction volume continued to increase in the second quarter of 2010, marking the fifth straight quarterly rise since the four-year low reached in the beginning of 2009. Second quarter transaction volume increased 5.2% to 8,379 over first quarter transactions of 7,962. Global M&A deal volume increased 40.1% for the second quarter of 2010 as compared to the same period a year ago. Global deals announced in the second quarter had an aggregate announced value of $481 billion which was relatively flat compared to the $486 billion announced during the first quarter. Aggregate deal value remains well below the levels reached prior to the global economic recession in 2009.

U.S. M&A transaction volume also grew in the second quarter of 2010 for the fifth consecutive time. Transaction volume grew 2.4% in the second quarter to 2,865 from 2,799 in the first quarter. Aggregate announced value increased 26% in the second quarter to $195 billion from $155 billion in the previous quarter.

8,98510,158

9,3748,467

5,486

8,116

5,979

7,7207,9628,379

7,3057,0116,424

9,4488,969

9,9029,329

0

3,000

6,000

9,000

12,000

15,000

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408

Q109

Q209

Q309

Q409

Q110

Q210

Tran

sact

ions

Ann

ounc

ed

$0

$400

$800

$1,200

$1,600

$2,000

Aggr

egat

e Va

lue

($ B

illion

s)

Transactions Announced Aggregate Value

U.S. Quarterly M&A Activity

2,073

2,4492,5872,7662,551

2,9012,669

2,5262,4772,5812,542

2,8652,799

2,449

1,8882,060

1,741

0

800

1,600

2,400

3,200

4,000

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408

Q109

Q209

Q309

Q409

Q110

Q210

Tran

sact

ions

Ann

ounc

ed

$0

$125

$250

$375

$500

$625

Aggr

egat

e Va

lue

($ B

illion

s)

Transactions Announced Aggregate Value

Source: Standard & Poor’s CapitalIQ

Global Quarterly M&A Activity

Source: Standard & Poor’s CapitalIQ and Raptor Partners Cash and equivalents include short-term investments

Source: Standard & Poor’s CapitalIQ and Raptor Partners

2

Raptor Partners M&A Market Monitor

Fall 2010

European Deal Volume Reflects Uncertainty European M&A targets declined for the second straight quarter while global volume increased. The second quarter witnessed concerns that rigorous fiscal tightening in Europe and the possibility of global contagion following the Greek debt crisis could stifle the fledgling economic recovery. European M&A targets became more difficult to value in the second quarter as their projected financial results were more uncertain. With Asian emerging markets recovering from the global economic recession much faster than the developed markets, Asian M&A activity continues to outpace the global market. Demand for Asian targets has been brisk as Western countries seek an increased presence in the world’s fastest growing economies and Asian countries, with strong local currencies, look to consolidate at home.

Valuation Trends Median U.S. Enterprise Value/EBITDA M&A multiples declined slightly in the second quarter. Valuation levels have improved significantly from the recent depths reached in the first half of 2009. Improved valuation trends have resulted from cash-rich acquirors looking to offset slower economic growth with acquisitions.

Companies Continue to Hoard Cash Cash and equivalents on-hand for non-financial S&P 500 companies continued to increase to their highest levels in the last four years. At the end of the second quarter of 2010 non-financial S&P 500 companies held $1.03 trillion in cash and equivalents, a 4% increase over the first quarter. Companies are looking to utilize the strong cash balances through selective, strategic acquisitions, increased dividend payments and share repurchases.

Larger Transactions Continue Comeback Following a year in which acquirors increasingly favored smaller, tuck-in acquisitions in 2009, the appetite for bigger acquisitions has been improving. In the second quarter, transactions above $100 million represented 16.4% of the deals completed where a value was reported versus 15.1% in the first quarter.

Takeover Premiums Continue to Normalize Public company takeover premiums remained above historical averages; however, they were expectedly below the highs reached during 2009 when equity prices were significantly depressed. Public targets have continued to be leery of takeover attempts at price levels which do not reflect their Company’s underlying growth opportunities as their business prospects improve.

Source: Standard & Poor’s CapitalIQ and Raptor Partners

40

60

80

100

120

140

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408

Q109

Q209

Q309

Q409

Q110

Q210

Enterprise Value/Sales Enterprise Value/EBITDA

U.S. Target M&A Multiple Trends

Source: Standard & Poor’s CapitalIQ and Raptor Partners

-3.0%

18.4%

2.4%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

U.S. Europe Asia

Change in Deal Volume by Geography: Q2 vs. Q1

$500

$600

$700

$800

$900

$1,000

$1,100

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408

Q109

Q209

Q309

Q409

Q110

Q210

Non-Financial S&P 500 Companies: Cash & Equivalents

(Billi

ons)

2006 2007 2008 2009 LT MA bove $1.0 B illion 4.4% 3.8% 2.6% 2.1% 2.3%$500 M illion - $1.0 Bi llio n 3.1% 2.9% 2.3% 2.0% 2.0%$100 M illion - $500 Million 14.2% 12.6% 12.0% 11.0% 11.6%B elow $100 M illion 78.3% 80.7% 83.2% 84.9% 84.1%

Transactions by Deal Size

Public Company Takeover Premiums 2006 2007 2008 2009 LTM

One Day Premium 21.1% 22.4% 33.6% 34.8% 28.5%One Week Premium 23.6% 23.0% 33.8% 35.9% 30.0%Four Week Premium 26.4% 25.0% 31.3% 41.3% 34.2%

Source: Standard & Poor’s CapitalIQ

3

Sector Spotlight

Following volume growth across each of the five major sectors tracked by Raptor Partners in the first quarter, the second quarter was more of a mixed picture. The industrial and consumer sectors recorded volume increases in the second quarter while the business services, healthcare, and technology sectors saw declines. Each of the sectors except healthcare saw improved valuations in the second quarter of 2010 versus the first quarter. The healthcare sector has remained under a cloud of uncertainty as investors attempt to quantify the impact of government regulation and reform. The number of mid-cap transactions above $1 billion increased in the quarter; however, there weren’t many mega deals announced. One of the largest U.S. transactions announced in the quarter was CenturyTel’s $22.2 billion acquisition of Qwest Communications. The airline industry witnessed continued consolidation through the all-stock merger of equals between Continental Airlines and UAL Corporation which valued Continental at $6.1 billion.

Healthcare & Life Sciences U.S. Deal Statistics

Consumer Products & Services U.S. Deal Statistics

Source: Standard & Poor’s CapitalIQ & Raptor Partners

Raptor Partners M&A Market Monitor

Fall 2010

2006 2007 2008 2009 LTMEV/Sales 1.81x 1.85x 1.62x 1.26x 1.67xEV/EBITDA 13.4x 14.7x 13.3x 9.0x 11.8xVolume 902 989 831 723 893Value ($ Bil.) $154.9 $147.5 $76.3 $180.5 $80.0

2006 2007 2008 2009 LTMEV/Sales 0.92x 0.95x 0.93x 0.93x 1.23xEV/EBITDA 10.1x 10.2x 9.7x 9.8x 9.8xVolume 2,485 2,794 2,181 1,571 1,962Value ($ Bil.) $247.2 $259.2 $152.0 $106.6 $121.2

Business Services U.S. Deal Statistics 2006 2007 2008 2009 LTM

EV/Sales 1.14x 1.22x 0.91x 1.03x 1.25xEV/EBITDA 10.2x 11.9x 9.7x 9.6x 9.6xVolume 2,182 2,494 2,028 1,516 1,996Value ($ Bil.) $88.2 $160.8 $79.8 $77.6 $101.0

Significant Business Services Transactions: EV/Date Target Acquiror EV Sales EBITDA6/22/2010 Inspectorate Holdings Plc Bureau Veritas SA $0.7 B 1.8x NA5/6/2010 Stanley, Inc. CGI Federal Inc. $1.1 B 1.2x 11.6x5/3/2010 Interactive Data Corporation Private Equity Consortium $2.9 B 3.8x 10.6x5/2/2010 Continental Airlines, Inc. UAL Corporation $6.1 B 0.5x 12.4x4/26/2010 Protection One Inc. GTCR Golder Rauner, LLC $0.8 B 2.2x 9.2x4/25/2010 Dollar Thrifty Automotive Group Hertz Global Holdings, Inc. $2.3 B 1.5x 10.9x4/11/2010 DynCorp International Inc. Cerberus Capital Management $1.6 B 0.4x 5.6x

Significant Consumer Products & Services Transactions: EV/Date Target Acquiror EV Sales EBITDA6/20/2010 American Italian Pasta Co. Ralcorp Holdings Inc. $1.2 B 2.1x 8.2x6/14/2010 Keystone Foods, LLC Marfrig Alimentos SA $1.3 B 0.2x NA6/7/2010 Fresh Start Bakeries, Inc. ARYZTA AG $0.9 B NA NA5/31/2010 Mediacom Communications Corp. Rocco B. Commisso $3.7 B 2.5x 6.9x5/20/2010 Michael Foods Inc. GS Capital Partners $2.6 B 1.7x 11.8x5/3/2010 Dave & Buster's Holdings, Inc. Oak Hill Capital Partners $0.6 B 1.1x NA4/18/2010 CKE Restaurants, Inc. Apollo Management VII L.P. $1.0 B 0.7x 6.6x

Significant Healthcare & Life Sciences Transactions: EV/Date Target Acquiror EV Sales EBITDA6/30/2010 Abraxis BioScience, Inc. Celgene Corporation $3.5 B 8.7x NA6/20/2010 Valeant Pharmaceuticals Int'l Biovail Corporation $4.7 B 5.3x 12.1x6/6/2010 Talecris Biotherapeutics Holdings Grifols, S.A. $4.0 B 2.6x 13.1x6/1/2010 ev3, Inc. Covidien $2.6 B 5.5x 31.2x5/16/2010 Psychiatric Solutions, Inc. Universal Health Services Inc. $3.1 B 1.7x 9.8x5/4/2010 SenoRx, Inc. CR Bard Inc. $0.2 B 3.4x 46.3x4/28/2010 ATS Medical Inc. Medtronic, Inc. $0.3 B 4.6x NM

1.1x 1.2x 0.9x 1.0x 1.3x

10.2x

11.9x

9.7x 9.6x 9.6x

0x

3x

6x

9x

12x

15x

2006 2007 2008 2009 LTM0

500

1,000

1,500

2,000

2,500

EV/Sales EV/EBITDA Volume

1.2x0.9x0.9x1.0x0.9x

9.8x9.8x9.7x10.2x10.1x

0x

3x

6x

9x

12x

15x

2006 2007 2008 2009 LTM0

600

1,200

1,800

2,400

3,000

EV/Sales EV/EBITDA Volume

1.8x 1.9x 1.6x 1.3x 1.7x

13.4x14.7x

13.3x

9.0x

11.8x

0x

3x

6x

9x

12x

15x

2006 2007 2008 2009 LTM0

200

400

600

800

1,000

EV/Sales EV/EBITDA Volume= Multiples Above LTM Median

4

Raptor Partners M&A Market Monitor

Fall 2010

Industrial & Material U.S. Deal Statistics 2006 2007 2008 2009 LTM

EV/Sales 0.91x 0.95x 0.87x 0.77x 0.69xEV/EBITDA 8.5x 9.9x 8.5x 6.9x 9.1xVolume 1,531 1,758 1,506 1,021 1,206Value ($ Bil.) $154.4 $202.6 $81.4 $45.0 $57.2Significant Industrial & Material Transactions: EV/Date Target Acquiror EV Sales EBITDA6/30/2010 Argon ST, Inc. Boeing Co. $0.8 B 2.3x 18.1x6/22/2010 Cognis GmbH BASF SE $2.9 B 0.9x 6.1x6/19/2010 National Starch and Chemical Co Corn Products International Inc. $1.4 B 1.2x 14.5x6/8/2010 Chloride Group plc Emerson Electric Co. $1.5 B 3.1x 21.4x5/26/2010 Mallinckrodt Baker, Inc New Mountain Capital, LLC $0.3 B 0.7x NA5/19/2010 Sperian Protection Honeywell International Inc. $1.4 B 1.7x 13.1x4/21/2010 Hillman Companies Inc. Oak Hill Capital Partners $0.8 B 1.8x 9.6x

2006 2007 2008 2009 LTMEV/Sales 1.57x 1.62x 1.37x 1.50x 1.62xEV/EBITDA 11.4x 12.9x 10.9x 9.2x 9.7xVolume 2,053 2,225 1,832 1,320 1,708Value ($ Bil.) $241.8 $209.6 $112.1 $75.9 $115.6

Technology & Software U.S. Deal Statistics

Significant Technology & Software Transactions: EV/Date Target Acquiror EV Sales EBITDA6/9/2010 Eclipsys Corporation Allscripts-Misys Healthcare $1.2 B 2.3x 21.6x5/12/2010 Sybase, Inc. SAP America, Inc. $5.4 B 4.5x 14.6x5/5/2010 Ventyx, Inc. ABB Ltd. $1.0 B 4.0x NA4/28/2010 Palm, Inc. Hewlett-Packard Company $1.2 B 1.1x NM4/21/2010 Qwest Communications Int'l CenturyTel, Inc. $22.2B 1.8x 5.6x4/20/2010 CyberSource Corporation Visa, Inc. $1.8 B 6.5x 32.4x4/15/2010 Phase Forward Inc. Oracle Corp. $0.6 B 2.7x 20.0x

Source: Standard & Poor’s CapitalIQ & Raptor Partners

198

313

272285313

262

357336304

146

218189

269237 247

283273

0

100

200

300

400

500

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408

Q109

Q209

Q309

Q409

Q110

Q210

Tran

sact

ions

Ann

ounc

ed

$0

$60

$120

$180

$240

$300

Agg

rega

te V

alue

($ B

illio

ns)

Transactions Announced Aggregate Value

U.S. Private Equity Activity

Source: Standard & Poor’s CapitalIQ

Private Equity (“PE”) Activity

U.S. PE acquisition volume increased slightly in the second quarter of 2010, up 4.2% over the first quarter. The value of PE acquisitions announced during the quarter, however, increased significantly to $24.5 billion, up 163% over the first quarter. Several $1-billion-plus PE deals occurred in the quarter, including the acquisition of Interactive Data Corp. by Warburg Pincus and Silver Lake Partners for $2.9 billion and the acquisition of Michael Foods by Goldman Sachs Capital Partners for $2.7 billion. Year-to-date middle-market LBO leverage multi-ples were 4.2x EBITDA, which remained above the lows reached in 2009. Subordinated debt and equity continue to represent an increasing portion of the LBO capital structure as transaction multiples have improved and senior lenders have remained disciplined on middle-market transactions.

Middle-Market LBO Leverage Multiples

Source: Standard & Poor’s Leveraged Commentary & Data EBITDA < $50 million

0.7x

0.4x 0.5x

0.4x

0.8x

0.8x

1.3x

5.2x

3.7x

2.5x 2.9x

4.2x4.3x3.5x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

2004 2005 2006 2007 2008 2009 YTD 2010Senior-Debt/EBITDA Sub-Debt/EBITDA

4.2x4.7x 4.7x

5.6x

4.5x

3.3x

4.2x

0.7x0.8x0.9x0.9x0.9x

9.1x

6.9x

8.5x

9.9x

8.5x

0x

3x

6x

9x

12x

15x

2006 2007 2008 2009 LTM0

400

800

1,200

1,600

2,000

EV/Sales EV/EBITDA Volume

1.6x 1.6x 1.4x 1.5x 1.6x

11.4x

12.9x

10.9x

9.2x9.7x

0x

3x

6x

9x

12x

15x

2006 2007 2008 2009 LTM0

500

1,000

1,500

2,000

2,500

EV/Sales EV/EBITDA Volume

= Multiples Above LTM Median

DISCLOSURE: Raptor Partners LLC is a registered broker-dealer with the U.S. Securities Exchange Commission and a member of the Financial Industry Regulatory Authority. This document is not a “research report”, as such term is defined by applicable laws and regulations. The information in this report has been obtained from third-party sources deemed to be reliable, but is not represented to be complete. This document has been prepared for general information purposes only and does not represent a complete analysis of any specific security, industry or issuer. This information contained in this document does not represent an offer or a solicitation of an offer to buy or sell securities of any form or to participate in any particular trading strategy. This document does not consider the investment objectives or financial situation of any individual or entity. Raptor Partners has provided, may continue to provide, or may seek to provide investment banking services for companies included in this document.

/ColorImageDict > /JPEG2000ColorACSImageDict > /JPEG2000ColorImageDict > /AntiAliasGrayImages false /CropGrayImages true /GrayImageMinResolution 300 /GrayImageMinResolutionPolicy /OK /DownsampleGrayImages true /GrayImageDownsampleType /Bicubic /GrayImageResolution 300 /GrayImageDepth -1 /GrayImageMinDownsampleDepth 2 /GrayImageDownsampleThreshold 1.50000 /EncodeGrayImages true /GrayImageFilter /DCTEncode /AutoFilterGrayImages true /GrayImageAutoFilterStrategy /JPEG /GrayACSImageDict > /GrayImageDict > /JPEG2000GrayACSImageDict > /JPEG2000GrayImageDict > /AntiAliasMonoImages false /CropMonoImages true /MonoImageMinResolution 1200 /MonoImageMinResolutionPolicy /OK /DownsampleMonoImages true /MonoImageDownsampleType /Bicubic /MonoImageResolution 1200 /MonoImageDepth -1 /MonoImageDownsampleThreshold 1.50000 /EncodeMonoImages true /MonoImageFilter /CCITTFaxEncode /MonoImageDict > /AllowPSXObjects false /CheckCompliance [ /None ] /PDFX1aCheck false /PDFX3Check false /PDFXCompliantPDFOnly false /PDFXNoTrimBoxError true /PDFXTrimBoxToMediaBoxOffset [ 0.00000 0.00000 0.00000 0.00000 ] /PDFXSetBleedBoxToMediaBox true /PDFXBleedBoxToTrimBoxOffset [ 0.00000 0.00000 0.00000 0.00000 ] /PDFXOutputIntentProfile () /PDFXOutputConditionIdentifier () /PDFXOutputCondition () /PDFXRegistryName () /PDFXTrapped /False

/Description > /Namespace [ (Adobe) (Common) (1.0) ] /OtherNamespaces [ > /FormElements false /GenerateStructure false /IncludeBookmarks false /IncludeHyperlinks false /IncludeInteractive false /IncludeLayers false /IncludeProfiles false /MultimediaHandling /UseObjectSettings /Namespace [ (Adobe) (CreativeSuite) (2.0) ] /PDFXOutputIntentProfileSelector /DocumentCMYK /PreserveEditing true /UntaggedCMYKHandling /LeaveUntagged /UntaggedRGBHandling /UseDocumentProfile /UseDocumentBleed false >> ]>> setdistillerparams> setpagedevice