Kekst M&A

M&A Capabilities July 2011

Prepared at the request of Goldman Sachs 1

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Introduction

Introduction When it comes to serious corporate issues, Kekst and Company has long been the leading communications advisor to senior managements and boards of directors.

Our collective experience in virtually every facet of corporate communications and investor relations, as well as advising on special situations such as M&A transactions, bankruptcies, restructurings, proxy contests, complex financial disclosures, regulatory investigations, litigation matters, labor disputes, workplace discrimination, as well as highly sensitive corporate governance and management succession issues.

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Key considerations

At this defining moment for your Board and management...

Judgment, Experience and Objective Advice make the difference between

Credibility, Confidence and Engagement or

Doubt, Distrust and Opposition

Introduction | August 7, 2011 4

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Overview of Kekst and Company

Overview of Kekst and Company

- Kekst and Company’s reputation for leadership is grounded in its deep experience handling the most complex, demanding transactions in the US and around the world

- Our work is rooted in our belief that communications strategy must support the strategic business objectives of the client with all stakeholders, and with the media

- At all times, clients receive the singular focus and attention of senior leaders of the firm, whose unparalleled expertise spans advice to Boards and managements on the most sensitive, challenging, and critical issues

- We work hard to ensure that we understand the particular dynamics an individual client is facing – there is no “off the shelf” solution

- Kekst’s 50+ professionals are based in New York City and San Francisco

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Kekst: Our core competencies

Kekst:Our core competencies

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Corporate Communications & PositioningIntegrated programs, including:• Media relations• Thought leadership programs• Investor relations• Internal programs• Government affairs

Transaction Communications• M&A – friendly and contested,

international and domestic• Divestitures / spinoffs• Recapitalizations• Post-acquisition / integration

programs

Special Situations & Crisis Communications• Crisis communications• Litigation support• Regulatory matters• Bankruptcies / restructurings

Investor Relations / Disclosure• Complex disclosures• Quarterly and annual

reporting• Roadshow presentations• Financial community insights• Investor targeting• IPOs and other listings

Corporate Governance• Proxy contests• Shareholder activism• CEO succession planning • Board accountability

Private Equity / Hedge Funds• Strategic positioning for

alternative investment firms• Media relations• Transaction support • Portfolio company support

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Industry expertise

Industry expertise

Kekst and Company represents companies and institutions in virtually every industrial and service sector and in virtually every geographic area of the world. As a consequence, we have gained valuable experiences and insights into the complexities of companies including:

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- Airlines- Asset Management- Automotive- Auto Parts- Banking- Biotechnology- Chemicals- Clothing & Apparel- Computer- Construction- Consumer products- Cosmetics- Defense- Energy- Entertainment- Financial services- Food and Agriculture- Health Management- Hedge Funds- Industrial- Insurance- Infrastructure

- Investment Banking- Luxury goods- Manufacturing- Media- Non-profit education- Oil & Gas- Paper- Pharmaceuticals- Private Equity- Precious metals- Professional services- Publishing- Real Estate- Retailing and Specialty- Retailing- Spirits- Securities- Steel- Technology- Telecommunications- Transportation

Virtually every industrial and service sector and in virtually every geographic area of the world.

Industry expertise | August 7, 2011

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Our approach to M&A

Our approach to M&A

Help clients explain clearly the industrial logic and strategic rationale of the combination to all their constituencies:

- Build shareholder confidence in ability to deliver value, including successfully integrating transaction

- Move employees from uncertainty and concern to confidence and engagement

- Convince customers that service, product quality continue uninterrupted and then improve further over long term

- Demonstrate transaction is structured in a way to address regulatory concerns

- Address political and community concerns that may arise

Leverage media through our close working relationships with key M&A and “beat” reporters to help sell merits of transaction:

- Employ third party validators when appropriate

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Current M&A Environment

Today’s media place premium – and base compensation for reporters on breaking headline stories, resulting in ready-fire-aim approach:- M&A reporters incentivized to stir things up with rumors

and input from multiple sources

Proliferation of media covering M&A:- Traditional publications – WSJ, NY Times, Financial Times

- Analytical columns – Breakingviews, Lex, Heard on the Street

- Newswires – Bloomberg, Reuters, Dow Jones

- Online platforms focused on deal mechanics, arbitrage and players NYT DealBook’s “Deal Professor,” Fortune.com, The Deal, dealReporter, Mergermarket

- Trade media, blogs

Assume that multiple parties are speaking to M&A reporters

Investors generally more sensitive to deal valuations, and not bashful about expressing dissatisfaction, or opposition via media, SEC filings or other channels

Major media “ecosystems” require education at multiple points

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The media ecosystem in action: JNJ and Synthes

The media ecosystem in action: JNJ and Synthes

Editorial Commentators

Online Properties

Beat Reporters

Robert ThomsonEditor in Chief

Matt MurrayNational Editor

Rebecca BlumenthalInt’l Editor

Patience WheatcroftWSJE

Thorrald BarkerHeard on the Street

Hester PlumridgeHeard on the Street

Anita GreilThe Source

Robert ThomsonEditor in Chief

Matt MurrayNational Editor

Rebecca BlumenthalInt’l Editor

Patience WheatcroftWSJE

Thorrald BarkerHeard on the Street

Jonathan RockoffPharmaceuticals

Gina Chon/ Anupreeta Das M&A

Dana CimullucaM&A (Int’l)

Jon KampMedical Devices

Goran MijukSwitzerland

The media ecosystem in action: JNJ and Synthes | August 7, 2011

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Transaction phases

Transaction phases

1. Ground Work

2. Launch

3. Red Zone

4. Pre-Closing

5. Day One and on

- Articulate strategic framework: How transaction furthers business strategy

- Highlights strengths, refutes potential weaknesses

- Create strategy for all stakeholders and media plan

- Anticipate obstacles

- Identify target third parties

- Develop leak plan

- Create key materials

- Execute outreach to constituents

- Explain strategic, financial rationale to investors, media

- Inform business partners, customers

- Build employee enthusiasm; allay fears if possible

- Address regulatory, political, local concerns

- Educate, enlist third parties

- Monitor response, adjust

- Implement contingency plans for vulnerabilities: Interloper(s) Shareholder, ISS opposition Regulatory review Customer concern Employee morale

- Determine right level of media engagement: Stay close to hear chatter, refute inaccuracies

- Counter impact of other parties

- Ongoing strategic backgrounding if necessary

- Demonstrate momentum as milestones reached

- Provide regular updates to stakeholders

- Mobilize management to support transaction internally and externally

- Engage communities, as appropriate

- Support execution of integration plan

- Set shareholder expectations and key metrics; remind street of accomplishments

- Mobilize customer- facing employees

- Support new branding/ messaging initiatives

- Build internal enthusiasm for closing

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Immediate preparatory initiatives

Immediate preparatory initiatives

Identify third party “validators” of company’s strategy and progress and cultivate these relationships:- Cultivate relationships with institutional investors, analysts,

customers, business partners, regulators, and trade organizations

- Think about which key shareholders might be likely to align themselves with a hostile bidder

Form dedicated team of key executives, and outside legal, investment banking and IR/PR/public affairs advisors- Assess how potential acquirers will look at company

- Consider how Company might communicate under various hypothetical scenarios

- Evaluate relative valuations within sector, recent precedent transactions, etc.

- Understand advantages and disadvantages of asset sales, divestitures, etc.

- Engage in peer group analysis, to understand weaknesses and strengths of potential bidders

- Review existing structural and other defenses for potential deficiencies

- Periodically review ongoing IR/communications strategy

- Establish contact process

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Articulate a dedicated team

Articulate a dedicated team

Form dedicated team of key executives, and outside legal, investment banking and IR/PR/public affairs advisors:

- Assess how potential acquirers will look at company

- Consider how Company might communicate under various hypothetical scenarios

- Evaluate relative valuations within sector, recent precedent transactions, etc.

- Understand advantages and disadvantages of asset sales, divestitures, etc.

- Engage in peer group analysis, to understand weaknesses and strengths of potential bidders

- Review existing structural and other defenses for potential deficiencies

- Periodically review ongoing IR/communications strategy

- Establish contact process

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Extensive M&A Experience

Kekst has decades of experience in hundreds of transactions, spanning every industry. Over the last three years, these have included:

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Takeda/Nycomed

Warner Music/Access

Johnson & Johnson / Synthes

Deutsche Telekom/

AT&TFEMSA/

Heineken

Genentech/ Roche

United/Continental

Chrysler/Fiat

Anheuser Busch/InBev

Safeco/ Liberty Mutual

Black & Decker/Stanle

yGenzyme /

Sanofi-Aventis

Grupo Televisa/Univi

sionCoca-Cola/

VariousGVT /

Vivendi

AIG /AIA, ALICO

PPL/ E.On US

Fortune Brands/ Various Xerox / ACS

Conoco Phillips / Lukoil

Seamless global network

Kekst has a proven track record in transactions that require seamless international capabilities. We work with our network of best-in-market local resources to execute global M&A, including:

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RWE/American Water WorksAcquisition by German utility of domestic U.S. company

Vivendi/ GVTEuropean, Latin American and U.S. communications around transaction

LVMH / BulgariMulti-market U.S. and Europe program to explain transaction

Deutsche Telekom /VoicestreamEuropean acquisition in sensitive sector, requiring CFIUS approval and Congressional hearings

Corsair Capital/ Kyobo LifeU.S. Private Equity investment in South Korean insurer

NYSE/ EuronextCombination involving key European and U.S. financial centers

Lucent / AlcatelU.S.-European merger of equals

Televisa / UnivisionLatin American, U.S. and Spanish world PR around transaction involving former litigants

Arcelor / Mittal SteelGlobal defense to unsolicited approach – Americas, Europe, Asia

Chrysler / FiatEuropean acquisition of key U.S. automaker during reshaping of the sector

Lenovo / IBMMajor Chinese acquisition of U.S. technology provider

Coca-Cola FEMSA / PanamcoLatin America’s Deal of the Year

Kekst: Industry recognition

Over the past two decades, Kekst and Company has received numerous awards and recognition for its client work. Chief among them, we have been awarded:

- 2010: Awarded Corporate and Financial Agency of the Decade

- 2008: Sabre Award for Financial Agency of the Year- 2008: Holmes Report Individual Achievement Award to

Gershon Kekst, Founder & CEO - 2007: Sabre Award for Financial Agency of the Year- 2006: Sabre Award for Strategic Agency of the Year- 2005: PR Week’s Agency Excellence Survey:#1

Financial/IR Category- 2004: Sabre Award for Strategic Agency of the Year- 2003: Sabre Award for Strategic Agency of the Year- 2002: Sabre Award for Investor Relations Agency of the

Year- 2001: Sabre Award for Investor Relations Agency of the

Year

For nearly two decades, Kekst and Company has been ranked #1 in the North American M&A league tables, compiled by Corporate Control Alert and Mergermarket. We are also consistently ranked Top 10 on cross-border deals.

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For nearly two decades, Kekst and Company has been ranked #1 in the North American.

Contact information

Kekst and Company

New York

437 Madison Avenue New York, New York 10022 (212) 521-4800

Jeremy Fielding

Managing Director (212) 521-4858 (646) 644-4825 [email protected]

San Francisco

One Maritime Plaza, Suite 1600 San Francisco, CA 94111(415) 391-4665

Lissa Perlman

Managing Director Managing Director (212) 521-4830 (917) 693-0535 [email protected]

Kekst M&A

Economy & Finance

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