Baird Investment Banking Pitch Book
Confidential
BAIRD
KEY ASSUMPTIONS UNDERLYING BAIRD'S ANALYSIS
...Continued
■ In that regard, if any description of or reference to us or our opinion is included in any proxy statement,
information statement or any other public filing or any other public filing or other materials mailed, or our
opinion is reproduced in any such proxy statement, then any description of or reference to us or any summary of
our opinion included in any such statement, filing or mailing shall be in form and substance acceptable to us and
our legal counsel in our or their respective reasonable judgments.
■ Our opinion does not address the relative merits or risks of:
- The Transaction, the Agreement or any other agreements or other matters provided for, or contemplated by,
the Transaction, the Agreement, or any tax strategy implemented or contemplated pursuant to the
Transaction;
Any other transactions that may be or might have been available as an alternative to the Transaction; or
- The Transaction compared to any other potential alternative transactions or business strategies considered
by AR, AM, AMGP, the Committee or the Board and, accordingly, we have relied upon our discussions with
the management with respect to the availability and consequences of any alternatives to the Transaction.
■ Our opinion does not constitute a recommendation to the Committee, the Board or any other person or entity
as to how any such person or entity should act with respect to the Transaction.
■ We, based on our experience and professional judgment, made qualitative conclusions as to the relevance and
significance of each analysis and factor considered by us. Therefore, our analysis must be considered as a whole.
Considering any portion of the various analyses and factors reviewed, without bearing in mind all analyses, could
create a misleading or incomplete view of the process underlying our opinion.
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