Bank of America Investment Banking Pitch Book
Illustrative Decision Tree of Potential Strategic
Alternatives for RHO
Illustrative
Responses
to BOREAS
21
B
We are not for
sale...
We are pursuing a
process...
We will pursue
direct discussions
with you...
A1
A2
B1
B2
C1
C2
...as our strategic plan
delivers materially higher
value
...and we are evaluating
other alternatives
...you are welcome to
participate
... however we are giving
you the opportunity to
pre-empt
...only if you are at a
"materially" higher price
"(no specific number
given)"
...at a price of $[X] / share
"
·
• Keeps door open for re-engaging if BOREAS
submits revised proposal
Preliminary, Subject to Further Review and Revision
* Gives RHO optionality to pursue range of
alternatives
Does not preclude RHO from deciding to
pursue future sale
Keeps door open for re-engaging if BOREAS
submits revised proposal
+
Benefits
* BOREAS may submit revised proposal
. Maintains competitive dynamic
1
Sends strong message to BOREAS that RHO
believes in substantial future upside
• BOREAS likely to submit revised proposal
Provides optionality to pursue future
process
+ Shorter timeframe or longer timeframe if
full process required
-
-
BOREAS likely to submit revised proposal
Provides optionality to pursue future
process
Shorter timeframe or longer timeframe if
full process required
* May encourage BOREAS to move more
quickly
· Short timeframe
• Provides optionality to pursue process with
other parties
Bank of America
Merrill Lynch
Certain Considerations
* Could diminish ability to conduct full
process
• BOREAS may walk away
* Stock price risk
* Need to have strong commitment to
pursuing transformational alternative in the
event BOREAS does not re-bid
* Stock price risk
* Potential that BOREAS decides not to
participate and attempts to block a deal
* Requires potentially long timeframe
Stock price risk
Response strategy for inbound inquiries
+ Potential for leaks
* Must be willing to conduct process
+ Go-shop
* BOREAS may ask for exclusivity
+
Response strategy for inbound inquiries
Competitive dynamic to be determined
* BOREAS may not want to bid against itself
• BOREAS may ask for exclusivity
* Establishes potential ceiling on value with
BOREASView entire presentation