and welcome you to our webcast: Competitive Midmarket Auctions

Introduction Moderator: Mary Kathleen Flynn Senior Editor/Video Producer The Deal LLC

REMINDER: Listeners will be in listen-only mode. We would like to keep the webcast interactive. We encourage listeners to e- mail questions via the Q&A panel box to the right of your screen. Select questions will be answered during the last 10 minutes of the program. We will be providing several poll questions throughout the discussion. These questions will also appear in a panel box on the right of your screen. If you are having technical difficulties, please call customer support at

Ira Cohen Managing Director Signal Hill Capital Scott Perper Managing Partner Pamlico Capital James Rosener Managing Partner Pepper Hamilton LLP John Zieser Chief Development Officer, General Counsel Meredith Corp. EXPERT PANEL

The middle market comprises businesses with revenue between $5 million and $1 billion 369,122 companies constituted America's middle market in 2007—double the number registered in 1992 Private equity owns 48% of midmarket businesses, up from 23% in 1997 The U.S. witnessed about 5,300 middle-market M&A deals in 2010, totaling $347 billion. That compared with 185 large-cap deals Source: University of South Florida's Center for Economic Development Research

Perspectives on 2011 midmarket auctions

Breakdown of Leading Sectors of Midmarket Auctions in Varying Stages Year-to-Date IndustryNumber of Deals Retail38 Manufacturing27 Technology/Internet27 Financial services21 Leisure19 Media17 Energy15 Real estate12 Healthcare10 Food10 Source: The Deal Pipeline

PE going down-market to put money to work

Length of time and quality of midmarket companies on the auction block

Auction duration of latest midmarket auction deals No.TARGETBIDDERSWINNING BIDDERAPPROXIMATE TRANSACTION VALUE (In millions) AUCTION DURATION 1.Capital Gold Corp.Four bidders including: 1. Gammon Gold Inc. 2. Timmins Gold Corp. Awaiting shareholder approval on offer from Gammon $3476 months, 1 week Aug. 23, March 1, Dynamex Inc.1. Greenbriar Equity Group LLC 2. TransForce Inc. TransForce Inc.$2483 weeks Nov. 23, Dec. 15, Conexant Systems Inc. Six bidders including: 1. Standard Microsystems Corp. 4. Golden Gate Private Equity Inc. Golden Gate Private Equity Inc. To close in second quarter of 2011 $3114 months Oct. 22, Feb. 23, Phoenix Technologies Ltd. Four bidders including: 1. Marlin Equity Partners 2. Gores Capital Partners III LP Marlin Equity Partners $1526 months, 1 week March 15, Sept. 22, Symyx Technologies Inc. 1. Accelrys Inc. 2. Competitor 3. Unnamed PE fund Accelrys Inc.$1951 month, 2 weeks April 7, May 17, 2010

6.Canplats Resources Corp. 1. Goldcorp Inc. 2. Minera Penmont S de RL de CV Goldcorp Inc.$3081 month, 1 week Dec. 23, Feb. 4, Amicas Inc.1. Thoma Bravo LLC 2. Merge Healthcare Inc. Merge Healthcare Inc. $2481 month Feb. 2, March 5, Otix Global Inc.1. William Demant Holdings A/S 2. Company D 3. GN ReSound William Demant Holdings A/S $64.51 month Sept. 27, Oct. 25, CKE Restaurants Inc. 1. Thomas H Lee Partners LP 2. Apollo Management VII LP Apollo Management VII LP (through Columbia Lake Acquisition Holdings Inc.) $6941 week April 19, April 25, Crystal River Capital Inc. 1. Brookfield Asset Management Inc. 2. Laurel Canyon Partners LLC Brookfield Asset Management Inc. $13.72 weeks March 17, April 1, 2010 Source: Pepper Hamilton

How do buyers in midmarket auctions expect to pay for an acquisition? AUDIENCE SURVEY QUESTION: A. Cash B. Equity C. Debt D. Combination of all three

Bidding wars: Private equity’s dry powder vs. strategic’s. Who has the upper hand?

Levers firms pull to make their offers more attractive

Deal financing: Then and now

Pre-emptive bids vs. competitive auctions

Do you see midmarket cross-border auctions becoming a bigger part of your strategy in 2011 and beyond? AUDIENCE SURVEY QUESTION: A.Yes B. No C. Uncertain

The world is getting smaller: Cross- border midmarket deals

The effects of turmoil in the Middle East and Japan’s natural disaster on midmarket auctions

Closing remarks: Outlook for midmarket auctions

The Deal LLC and Pepper Hamilton LLP thank you for joining our webcast Please visit to review the bios of today’s speakers, listen to this webcast again and sign up for future webcasts and Deal events.

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