Evercore Investment Banking Pitch Book

Preliminary Situation Assessment Illustrative Process Framework Fundamental Valuation ■ Independent due diligence process · Valuation of current business plan ■ Public and private comparables analysis ■ Intrinsic valuation analysis (DCF) ■ Precedent buyouts of public shareholders by large insiders ■ Precedent strategic transactions ■ Bidders' affordability analysis ■ Public takeovers premiums analysis Sum of the parts analysis Faimess Opinion / Inadequacy Opinion EVERCORE PARTNERS Evercore Structured Process Evaluate Strategic Alternatives W Review of all available strategic altematives: ■ Stay Independent - Execute current business plan - Portfolio Review (divestitures, strategic acquisitions or combinations) ■ Potential Buyers (parts / whole) Strategic Buyers - Financial Buyers - Combination - 19 Maximize Special Committee Negotiating Leverage Proposed Transaction requires Special Committee approval Stenlizing shareholder vote by requiring Majority of the Minority vote Potentially create competitive dynamic via market check for all or part of the business Best Represent Interests of MFW's Public Shareholders Enhance Certainty of Close Confidential Tight financing documents, no financing contingencies Narrow MAC clause Require bidder guarantee

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