presentation of · presentation of investment banking mellon financial center at one boston place...

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INVESTMENT BANKING

MELLON FINANCIAL CENTER AT ONE BOSTON PLACE 28TH FLOOR

201 WASHINGTON STREET BOSTON, MASSACHUSETTS 02108

TELEPHONE: 617••••367••••7300 FAX: 617••••367••••7301 www.newburypiret.com

Member of the NASD

Solutions Service Results

2 www.newburypiret.com

Newbury, Piret & Company, Inc. is one of New England’s leading private investment banking firms providing innovative solutions, exceptional

service and proven results for our clients in the United States and Europe for the past 22 years.

Since 1981, we have assisted growth companies in executing their

strategies through financing and strategic advisory services. We put our

clients first. Our single-minded dedication to making each client’s objectives

our top priority can have important benefits for you. Simply put – we succeed

when you receive the solution to your investment banking and capital needs.

Newbury, Piret’s team of experienced investment bankers and

professional advisors has the experience and dedicated focus to handle

complex financial transactions. The Firm provides clients with access to a

wealth of transaction experience along with industry operating experience and

personal networks enhanced by academic credentials from leading

universities including MIT, Harvard, Brown University, Georgetown, University

of Michigan, and the US Naval Academy.



Located in the heart of Boston’s university, medical, and technology

communities, the Firm draws on its close affiliations with Harvard, MIT, leading

Boston hospitals and the medical community.

Our investment banking activities focus on expanding public and private

middle market companies in the Information Technology, Business Services,

Health Care & Life Sciences, Defense and Manufacturing industries. Our

objective is to establish long term relationships with our clients by providing high-

quality, value adding investment banking services. Our innovative financing and

strategic advisory solutions provide our clients with the competitive advantage

required by challenging market conditions.



Our Services

Putting clients first means meeting your needs with intelligence and creativity

We pride ourselves on knowledge, flexibility and creativity. Our mission

is to bring you intelligent ideas for cost effective, innovative capital markets

solutions.

Combining industry knowledge with a sophisticated understanding of the

marketplace, we tailor programs to meet your short-and long-term financing

needs. At Newbury, Piret we have grown by building long-term relationships

with clients – working with them from their earliest funding stages throughout

their evolution to leadership in their respective industries.



In keeping with this philosophy, the Firm provides to its public and private

corporate clients, a complete range of services including the following:

• Mergers, acquisitions and divestitures

• Private placement of equity and debt, including venture capital

• Corporate and strategic joint ventures, partnerships and licensing

programs

• Financial and strategic advisory services

• Leveraged and project financing

• Business valuations and fairness opinions



Transaction Expertise

• Biotechnology

• Business Outsourcing

• Chemicals

• Defense

• Distribution of consumer and industrial products

• Electronics equipment and components

• Energy and Alternative Energy

• Engineering and business services

• Financial Services

• Food Processing

• Healthcare services

• Industrial equipment

• Information Technology and Software

• Internet and outline services

• Life Sciences

• Manufacturing

• Medical devices, products and instrument

• Telecommunications



Mergers & Acquisitions

Utilizing our extensive experience, we discreetly and confidentially assist

our clients in identifying appropriate buyers, sellers or partners and in negotiating

the transaction price and terms.

Principal activities in this area include:

• Acquisition financing;

• Acquisition searches;

• Buy-Side & Sell-Side Advisory;

• Corporate joint ventures which may

include development, licensing and

distribution programs;

• Divestiture of a subsidiary or other

business unit;

• Leveraged Buy-Out;

• Management Buy-Out;

• Strategic partnership with marketing or production arrangements or license

agreements



Representative M&A Clients

AAVIDENG. INC.



Private Equity and Financing

Most growing companies do not have the time, the resources, or the

relationships to both effectively manage their rapidly changing business and

efficiently procure a major financing. The professionals at Newbury, Piret will

arrange private debt or equity financing with a growing range of capital sources,

including private equity funds, corporations, venture capitalists, finance

companies, hedge funds, leasing companies, banks, state or federal backed

programs, pension funds, insurance companies, and other lenders or specialized

funds.

We have obtained financing commitments for our clients in amounts

ranging from $3 million to over $100 million.



Private Financing

We arrange:

• Bank Financing;

• Convertible preferred equity

• Corporate joint ventures which may include development, licensing or

distribution programs;

• Equity Lines of Credit;

• Expansion capital to support growth, acquisitions and capital improvements;

• Management Buy-out/Buy-in, liquidity;

• Mezzanine sub debt;

• Private investment public equity (“PIPES”);

• Project financing;

• Recapitalization, including ESOPs, to provide full or partial liquidity to

shareholders;

• Refinancing to obtain better rates, terms or expanded credit availability;

• Venture Capital

We determine the most attractive capital structure currently available in the marketplace, identify and approach the investors or lenders, negotiate the terms as advantageously as possible, and are responsible for the closing.



Private Financing Institutional Sources



Business Valuations & Financial Advisory

Newbury, Piret provides pragmatic independent advice on company

valuations and practical ways of optimizing shareholder value. Our opinions are

based upon experience with and active involvement in business sales and

financings, rather than relying primarily upon theoretical models.

Our services include:

• Capital requirements analysis and review of debt & equity financing alternatives;

• Consulting; • Due Diligence; • ESOP valuations; • Estate, gift, or income tax valuations; • Exit strategies for one or all of a company's shareholders; • Expert witness services; • FASB 141/142 Valuations; • In process research and development valuations; • Intangible asset valuations; • Licensing; • Liquidity; • Litigation support and expert testimony; • Minority interest values; • Recapitalizations and reorganizations; • Special situations; • Stock options, including pre-IPO, valuations; • Valuation Models



Our extensive experience includes performing valuations and providing

financial advice to over 150 companies in a wide range of industries. We also

support our results by providing expert testimony and arbitration services or by

participating in negotiations, whenever appropriate.

Our Fairness Opinions provide comfort to Shareholders and their Boards of

Directors who are being asked to act on a transaction involving the sale or

merger of their company.

The dedication of our experienced professionals means that our clients

receive a professional comprehensive, cost effective report, in the shortest

possible time.



Recent Valuation Clients

Centerstone Software



The Newbury, Piret Team

Marguerite A. Piret President & CEO

[email protected]

Education � MBA, Harvard University � AB, Applied Mathematics and Biology, Division of Engineering and

Applied Sciences, Harvard University

Experience

� President & CEO, Newbury, Piret & Co., Inc. � Commercial loan officer, Bank of New England (now FleetBoston

Financial) � Independent Trustee and Chairman of Audit and Valuation

Committees, Pioneer Mutual Funds � Governor, Investment Company Institute, the organization of US

mutual fund management companies � Trustee, Boston Medical Center, a major teaching hospital formed

from the merger of Boston University Medical Center Hospital and Boston City Hospital

� Member, User Advisory Council, FASB (Financial Accounting

Standards Board)



Hugh M. Taylor

Managing Director [email protected]

Experience

� Managing Director, Newbury, Piret & Co., Inc. � CEO for a commercial bank � Chairman of New England Capital Corporation (venture capital

company) � Executive Vice President and Senior Commercial Lender, Bank

of New England (now FleetBoston Financial) � Led Leveraged Buyout and Investment Banking groups, Bank of

New England � Created and managed the High Technology, Healthcare,

Communications and Energy Groups, Bank of New England

Education

� MBA, Finance, Wall Street Journal Scholar, Boston College � BS, Electrical Engineering, US Naval Academy



Richard A. Vinci Managing Director

[email protected]

Education

� MBA, McDonough School of Business, Georgetown University � MSc, The Centre for Financial & Management Studies, The

University of London (UK), Financial Management, Class of 2004 � BS, Management, University of Michigan, AnnArbor

Experience

� Managing Director, Newbury, Piret & Co., Inc. � Senior Vice President, Investment Banking and Head of Private

Equity, for Daiwa Securities America Inc., New York. � Vice President, Investment Banking, Deutsche Banc Alex Brown,

Baltimore and New York � Vice President, Finance, Warren Buffet/Berkshire Hathoway

subsidiary company � Adjunct Lecturer – DuPree College of Management Georgia

Institute of Technology



John J. Piret Managing Director

[email protected]

Education � D.Sc., Physical Sciences, Ecole des Mines (ENSMP), Paris, France � MSc, Sloan School of Management, MIT � MSc, Chemical Engineering, MIT � AB, Applied Mathematics, Division of Engineering and Applied

Sciences, Harvard University

Experience � Managing Director, Newbury, Piret & Co., Inc. � President and founder, Corion Technologies Inc., a manufacturer of

electrostatic equipment for the process and defense industries � Vice President/Technology, Advanced Energy Technology � Project Evaluation Engineer, Texen Resources Inc. � Lecturer, Chemical & Mining Engineering, University of Wisconsin,

Madison � Director, Nascent Technology Corporation, an avionics technology

company from MIT



Alan V. Fullerton Vice President

[email protected]

Experience

� Vice President, Newbury, Piret & Co., Inc.

� Project manager, TASC, an engineering and IT consulting firm

Education � MBA, Ecole Nationale des Ponts et Chaussées, Paris France � MSc, Electrical Engineering, Brown University

� BSc, Mechanical Engineering, MIT



Michael S. Chasan Research Director

[email protected]

Education � MS, Management and Finance, MIT � BS, Mathematics, MIT � Chartered Financial Analyst, (CFA)

Experience � Research Director, Newbury, Piret & Co., Inc.

� Thirty years experience in computer systems industry � Independent Consultant in computer systems Waters

Associates, Inc. - Director of International Systems � Digital Equipment Corporation - Manager of Product Systems



Yiannis Rexinis Valuation Advisor

[email protected]

Education � MBA, Finance and Accounting, Boston College � BS, Management, Northeastern University � Level 2 candidate for the CFA designation

Experience � Valuation Advisor and Associate, Newbury, Piret & Co. Inc. � Business Development Manager, LOBBY7, Inc., a wireless

software and strategy consulting firm � Senior Associate – Corporate Value Consulting,

PricewaterhouseCoopers, LLP



Selected Transactions & Financial Advisory Client Company Business Solutions/Service Results

MERGERS & ACQUISITIONS

The world’s largest manufacturer of plastification components. The company is the leading producer of barrels and screws for the injection and extrusion markets.

Newbury, Piret acted as the exclusive financial advisor for Xaloy to acquire New Castle Industries, its #2 competitor.

Enhanced cash flow through consolidation of operations. Clear market leadership established in the United States.

Distributor of hotel rooms sold to corporations and associations under pre-arranged contracts.

GeniSpace, with Nautic Partners and Newbury, Piret acquired Corporate Lodging Consultants, the world’s single largest purchaser of hotel rooms

Company took the first step in consolidating its rapidly growing industry

Leading systems integration and

software provider to the defense industry for intelligence, reconnaissance, and surveillance

Divestiture – Sell-side representation

Company was sold for a valuation in excess of twice the financial value

Full service provider of information technology consulting and software services to leading corporations and government clients worldwide

Private Placement leading to Divestiture

Private placement migrated to sale with management team remaining in place

.

Interface (Nasdaq: INTF) specializes in internet bill presentment

Sale to Tumbleweed Communications (Nasdaq: TMWD) for $83 million and fairness opinion to Interface

Corporate Buyer

Two UHF television stations Acquisition of WQTV, Channel

68, Boston, Mass. from Monitor Television, Inc. (a Christian Science Church affiliate) & WCVX-TV, Channel 58, Vineyard Haven, Mass. from Cape Television, Inc.

Corporate Investor/Buyer

Printed Circuit Board manufacturing

division

Sale of $100 million PCB division to Tyco International

Sale accompanied by long term supply contract

Industry leader and distributor in eggplant products.

Sale of business and assets to Dominex, L.C.

A.L.E SYSTEMS, INC.

Power supplies manufacturer with a dominant position in the medical laser market

Sale to Electronic Measurements, Inc., a Berwind company


FEDERAL DISTILLERS, INC.

Distillery Sale to White Rock Distillers, Inc.

Corporate Buyer



Commercial bank buys co-operative bank

Purchase of Granite Co-Operative Bank

Corporate Bank

MOTTS HOLDINGS, INC.

Insurance Acquired company is a provider of non-standard automobile insurance in the Mid-Atlantic region

Private Buyer

Manufacturer of teleradiology and PACS equipment and software

Sold to venture-backed Access Radiology

Negotiated deal within parent company’s timeline

PACS & Teleradiology

Sale of Raytheon’s E-Systems Medical Electronics Division, a leader in the Picture Archiving and Communications Systems (PACS) and Teleradiology industry

Sale to a strategic buyer in the industry

Ophthalmic Devices Sale of this developer of a Scanning Laser Ophthalmoscope for application in both diagnostic and therapeutic procedures

Intellectual property was licensed to a major industry player

Developer of minimally invasive surgical instruments

Sale of a laparoscopic line of instruments, and a capital raising for the bi-polar line of surgical scissors

Strategic buyer located in the U.K.

Medical device & associated disposables

Sale to Microtek Medical, Inc., a NASDAQ listed company


Monsanto Company specializes in

biotechnology & plant genetics Acquisition of Morstar A. S., a Czech Republic seed breeding and distribution company

European Counter Party Corporate Investor/Buyer Intangible Technology Asset Valuation

Liquid resin casting plastics manufacturer selling to makers of medical instruments and devices, and of semiconductor manufacturing equipment

Sale to North American Business Development Companies, LLC

Private Equity Capital Institutional Investor

ROYAL BUSINESS GROUP, INC.

Pre-printed forms manufacturer Sale to unified Data Products Corporation

Corporate Buyer

The world's largest manufacturer of

sunglass polarizer Divestiture – Sell-side representation

Proprietary technology, with strict non-disclosure and close supervision by CEO

Metalized Materials Business Group Divestiture & sale to The Laird Group, a UK-based diversified manufacturer listed on the London Stock Exchange

European Counter Party Corporate Investor/Buyer Intangible Technology Asset Valuation

CLAREMONT FLOCK

Leading manufacturer of flock for the automotive industry worldwide.

Acquired the Swiss-based Filtec Flock division of Rhone-Poulenc S.A./ Rhodia




FINANCINGS

Outsourced services for the production and fulfillment of software products and associated information for software/hardware companies

Private placement of $30 million equity

Private Equity Capital Institutional Investor

Insurance Holdings of America, LLC

Internet business to business service provider

Private placement of preferred stock with Firemark Global Equity Fund, Charles River Ventures and Sanders Partnership

Private Equity Capital Institutional Investor Intangible Technology Asset Valuation

TeleQu

est

Teleradiology: digital imaging and telecomm transmission

Venture financing by Fidelity Venture Partners for remote sites by a consortium of five major teaching hospitals

Private Equity Capital Institutional Investor Intangible Technology Asset Valuation

AAVID ENGINEERING, INC.

Manufacturer of heat sinks LBO financed by TIAA – CREF, Trust Company of the West and Security Pacific National Bank

Private Equity Capital Institutional Investors

Clinical performance measurement based on a proprietary medical database

Company services were exceeding company’s capacity and required equity financing

Company continued its rapid expansion and was sold to TA Associates

Waltham Beef Company Inc. is a processed food manufacturer.

LBO with funds from Nations Bank & Seacoast Capital Partners


L’ENERGIA, L.P. Gas fired cogeneration facility $96 million raised from Banque Paribus, New York, and Sibag Investments, a unit of Siemens

Project financing

Alexander Energy Corporation is an oil & gas company

$5 million senior unsecured notes with warrants


Dietrich Resources Corporation is an oil & gas company

$6 million senior secured notes with warrants


SUMMIT ACQUISITION CORPORATION

Paging communications company MBO with $6.5 million revolving line, $3 million subordinated notes and $500,000 convertible notes




FINANCIAL ADVISORY SERVICES

North America’s largest equipment rental source, offers over 600 different types of equipment

Provided client with a range of potential financial investment values for negotiation purposes

Valuation

Designer, manufacturer and marketer of advanced flywheel technology products for energy storage and power quality applications

Advised board on adoption of a shareholders’ rights plan

Valuation

Total solutions provider for e-Customer

Relationship Management (“eCRM”) applications and supporting IT infrastructure

Valuation to spin Akibia off from its parent PSI Holding Group

Valuation

ACCESS SOLUTIONS INTERNATIONAL, INC.

Electronic document management software

Acquisition valuation of PaperClip Software, Inc.

Intangible Technology Asset Valuation

AQUIDNECK SYSTEMS INTERNATIONAL, INC., NOW ACCESS SOLUTIONS INTERNATIONAL, INC.

Computer optical data storage & retrieval systems provider

“Cheap” stock option valuation for company about to go public (to satisfy SEC requirements)


Large-scale contract manufacturer selling to electronics OEM market

“Cheap” stock option valuation for company about to go public (to satisfy SEC requirements)

Company valuation

Combinatorial chemistry pharmaceuticals Pre-IPO “Cheap” stock option valuation for company (to satisfy SEC requirements)


AMRAY CORPORATION

Designer & manufacturer of electron microscopes

Gift tax valuation

GRASS INSTRUMENT

Medical diagnostic instruments for neurological conditions

Valuation Estate tax valuation

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