Evercore Investment Banking Pitch Book
Preliminary Situation Assessment
Representative Key Issues facing the Special Committee
Issue
Proposal by MF Holdings
The Company's Operating
and Financial Plan
Management Team
Valuation
Business Disruption
Internal / External
Perception
EVERCORE PARTNERS
▪
Approach
Evaluate the strategic and financial ments and associated risks of the proposal relative to M&F Worldwide as a
standalone company and to other potential strategic altematives
Confidential
Determine the optimal negotiating tactics with Mr. Perelman to (a) maximize shareholder value and (b) effectively
discharge the Special Committee's legal responsibilities
■
Evercore to perform an expedited but thorough detailed due diligence investigation of the Company's standalone
operating plan
Key components of our evaluation include, among other things (by division): (a) strategic direction of the
business, (b) top-line growth assumptions, (c) cost saving opportunities, (d) product and customer pipelines, (e)
potential divestiture candidates of select assets, (f) potential management needs, and (g) execution risks
■ Work with business/division heads to evaluate risks and opportunities of the long-term strategic plans
Utilize executive input as necessary recognizing the inherent conflicts of interest of certain executives
Evercore to perform valuation analysis of M&F Worldwide to assess the intrinsic value of the current business
and its value to potential strategic and financial buyers (both in its entirety and for each of the divisions)
Evercore will work expeditiously to minimize the business disruption in its review process and has significant
experience in doing so in similar situations with conflicting interests of various constituencies
Control of the process by the Special Committee and clear communication strategy is of paramount importance
Outline the approach the Special Committee is going to adopt in order to set expectations appropriately and
immediately
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