VALUATIONS AND FAIRNESS OPINIONS

As a result of our extensive experience in executing mergers, acquisitions and divestitures, we are frequently retained by Boards of Directors or special committees thereof to render expert opinions with respect to the terms of proposed transactions. In this capacity, we have rendered independent fairness opinions in connection with a wide variety of transactions across numerous industry sectors involving both public and private companies.

Our opinions are supported by detailed industry and financial analyses and leverage our more than 20 years of transaction experience. Typically, the opinion is supported by a variety of financial analyses that consider, among other factors, comparable public multiples, comparable transactions, and discounted projections of future cash flows. Qualitative factors such as industry market dynamics, competitive landscape, operating profile, and technology platform that collectively impact financial performance are also integrated into the analyses. In situations where the purchase consideration includes stock, both the target and the acquiring company are valued.

Our experienced staff of professionals enables us to rapidly complete our review of the relevant business without encumbering management during the critical final phase of a transaction. In addition, our status as an independent, privately-owned investment bank allows us to avoid the conflicts of interests faced by the larger, integrated financial services organizations. Current practice suggests that prudent boards of directors are increasingly obtaining fairness opinions from investment banks that have neither a contingent financial interest in a transaction, nor a history of business dealings with a particular company or its principals. In these instances, fiduciaries seeking an independent and objective opinion have reliably turned to Stonebridge to provide impartial and comprehensive analysis and assessment to assist in their review of transaction opportunities.