EX-99.(C)(1) 4 exhibit99.htm EXHBIIT (C)(1) exhibit99.htm
PLYMOUTH
Partners LLC
Project Atlantic
Presentation to Special Committee
July 7, 2009
 
 

 
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Partners LLC
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DISCLAIMER
 This presentation has been prepared by Plymouth Partners LLC (“Plymouth”) to the Special
 Committee (the “Special Committee”) of the Board of Directors of Atlantic (the “Company”) for
 the sole use by the Special Committee, is for information only and may not be used or relied upon
 for any purpose other than as specifically contemplated by the written agreement between
 Plymouth and the Special Committee. These materials are not intended to be and do not constitute
 a recommendation to any person or entity as to whether to acquire or dispose of or take any other
 action in respect of any securities of the Company or any other person. In preparing these analyses,
 Plymouth has relied on publicly available information and other information provided to it by the
 Company and its representatives and has assumed, without independent verification, the accuracy
 and completeness of all such information. Plymouth does not assume any responsibility or liability
 therefor. No representation or warranty, express or implied, is made in relation to the accuracy or
 completeness of the information presented herein or its suitability for any particular purpose.
 Plymouth has not conducted any evaluation or appraisal of any assets or liabilities of the Company
 or any other entity or person referred to in this presentation. Plymouth does not have any
 obligation to update the information in this presentation. These materials have not been prepared
 with a view toward public disclosure under state or federal securities laws or otherwise, are
 intended for the benefit and use of the Special Committee, and may not be reproduced,
 disseminated, quoted or referred to, in whole or in part, without our prior written consent, except
 as required by law.
 
 

 
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Table of Contents
 Situation Update
 Review of Strategic Alternatives
 Summary of Financial Analysis
 Review of Animal Rights Issues
 Industry Background
 Review of Trading Multiples
 Financial Analysis
  Summary of Results
  Selected Companies Analysis
  Selected Transaction Analysis
  Discounted Cash Flow Analysis
  Illustrative Leveraged Buyout Analysis
  Premiums Paid in Selected Acquisitions
  Illustrative Unaffected Stock Price
 Appendix
 
 

 
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Situation Update
 
 

 
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Process Review
 Since AB’s proposal to acquire Atlantic for $7.50 per share in cash on March 3, 2009, the
 Special Committee has continuously reviewed a wide range of strategic alternatives
 The Special Committee’s financial advisor contacted over 50 parties to inquire whether they
 were interested in pursuing a transaction with Atlantic
  The nature of a transaction was not specified
  8 potential counterparties signed Confidentiality Agreements
 Four parties (including AB Team) submitted first round proposals to acquire Atlantic for cash,
 with prices ranging from $7.50 - $8.50 per share (see page 7)
  No party indicated an interest in a strategic merger or “combination” transaction
 All four parties (including AB Team) invited to second round
 AB Team and an Industry Bidder submitted second-round proposals to acquire Atlantic for
 $7.50 per share in cash (see page 7)
  Two private equity bidders withdrew due to animal rights (“AR”) and related financing
 issues
 
 

 
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Process Review (Cont’d)
 The Special Committee informed both parties that it was not inclined to pursue a sale of the
 Company at the $7.50 price per share indicated, but would be prepared to discuss such a sale at
 a higher price per share
 The AB Team indicated they would consider increasing their proposed price to $8.50 per share,
 subject to negotiation of a definitive merger agreement
 The Industry Bidder indicated it was not prepared to increase its proposed price
 On June 19, 2009, the Special Committee reviewed each bidder’s position and determined to:
  Continue to pursue the AB proposal
  Continue to encourage the Industry Bidder to increase its proposed price per share
  Continue to review the alternative of remaining independent
 
 

 
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Process Review - Indications/Proposals Received
Company
Price
Consideration
Source of Financing
AB
$7.50 per share
Cash
 AB stock rollover, new equity investors, increase in existing
 company debt. Detailed breakdown not provided
Industry Bidder
At least $7.50 per share
Cash
 Available revolver and term facility of up to $150 million
 Majority shareholder and PE firm (approx. 30% owner) willing to
 provide additional equity funds, if necessary
Private Equity
Bidder A
$7.50 - $8.00 per share
Cash
 Equity capital from committed funds
 “Conservative and prudent amount of debt capital”
Private Equity
Bidder B
$7.50 - $8.50 per share
Cash
 Equity capital from committed funds
 Third party debt financing
Company
Price
Consideration
Source of Financing
AB
Initial indication - $7.50
per share; subsequent
increase to $8.50
Cash
 Debt financing of up to $70mm (primarily existing lenders)
 Equity financing: …***… and AB stock rollover commitment
Industry Bidder
In excess of $7.50 per
share
Cash
 Available revolver and term facility of up to $150 million
 Majority shareholder and PE firm (approx. 30% owner) willing to
 provide additional equity funds, if necessary
***Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.
 First Round
 Second Round
 
 

 
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Process Review (Cont’d)
 Since the June 19 Special Committee meeting, the Special Committee and its advisors have
  Negotiated significant terms of a merger agreement with the AB Team
  Confirmed to the Industry Bidder that the Special Committee was prepared to engage in
 further discussions, as well as negotiate a merger agreement, if the Industry Bidder was
 willing to raise its indicated price. No reply was received
 On June 30, 2009, the Special Committee reviewed the financial terms of the AB Team
 proposal as well as the principal terms and conditions of the proposed merger agreement and
 determined to continue to negotiate with the AB Team, including attempting to obtain a higher
 price per share
 On July 6, 2009, the AB Team informed the Special Committee’s financial advisor that they
 were not prepared to increase the price per share offered
 
 

 
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Review of Strategic Alternatives
 
 

 
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Summary of Strategic Alternatives Considered by the Special
Committee
Alternative
Pros/Opportunities
Cons/Risks
Preliminary Conclusions
Remain Independent
 
 
 
 - Status Quo
 Share price could increase
above offer (over time)
 Avoids deal risk
 
 Low liquidity
 “Nano-cap” trap
 No clear path to eliminate discount
 Risk of de-listing
 Potential debt default
 May be preferable if Sale of
Company price is too low
 Pursue in parallel with Sale of
Company
 - With Acquisitions
 Better geographic balance
 Reinforce weaker areas
 Add new skills
 Limited near-term impact
 Difficulty in financing
 Few attractive targets
 Remains an option for the
future, if no sale
 - With Significant
 Special Dividend/
 Share Repurchase
 Potentially accretive to EPS
 Return cash to all
shareholders, but retain
ongoing interest
 Reduced trading/liquidity
 Increased leverage
 Limited financing sources available
to Atlantic
 Remains an option for the
future, if no sale
Strategic Merger
 Better geographic balance
 Economies of scale
 More attractive for major
customer relationships
 Limited, if any, suitable, willing
partners
 Unfavorable multiple for Atlantic
vs. partner
 No parties interested at this time
 Remains an option for the
future, if no sale
Sale of Company
 Premium over “unaffected”
share price
 Execution risks
 Challenging economic and market
conditions
 Pursue in parallel with Remain
Independent
 
 

 
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Review of Strategic Alternatives - Remain Independent
Earlier Observations
 Atlantic growth/margins comparable to peers
 Peer/industry currently trading at multiples
 40-50% below 2004-08 averages
 Atlantic historically traded at 40-50%
 discount to peer multiples, except 2008
 “Nano-cap” trap
  Low liquidity
  Only one analyst covers
  AR activist risk factors (financing,
 suppliers, etc.) not suitable for core
 investors
  High costs (Sarb-Ox, audit, D&O ins.,
 etc.)
Results of Review
 Atlantic’s recent performance is somewhat
 weaker than Primary Peers
 Discount to peer multiples increased today
  2008 appears to be an exception (see
 pages 26, 27)
 Atlantic’s future EPS attractive but 50%
 discount to peers’s PE multiple limits upside
 for share price
 No actionable path visible to change discount
 or escape “nano-cap” trap
 Risks of delisting, debt covenants default
  
 
 

 
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Review of Strategic Alternatives - Sale of Company
Earlier Observations
 Execution remains difficult
 Challenging times
  Market turmoil at historic levels
  CRO industry visibility limited
  Many buyers/investors on the sidelines
  Too many unknowns
  Industry pressure increasing on smaller
 CROs
 Current AB offer at a premium to
 “unaffected” trading value
 Execution risks
  Financing, disclosure
Results of Review
 Contacted large group of potential buyers
  Strategic, private equity, venture capital
  US, UK, Europe and Asia
 Large Companies not interested
  Pre-Clinical, Clinical, Diagnostic Lab
 and diversified companies
 Mid-size CRO companies
  One company submitted conditional
 proposal in second round
 Private Equity/Venture Capital firms
 interested in first round, but dropped out
  AR issues for top management/investors
  Financing challenge (related to AR)
 Current AB offer 13% above initial offer
 
 

 
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Summary of Financial Analysis
 
 

 
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Financial Analysis Methodology - Discounted Multiples
 A significant element of the analysis is performed by comparing Atlantic to its Primary Peers
 (CRL and CVD) and, to a lesser extent, to its Secondary Peers (ICLR , KNDL, PPDI, PRXL)
 Principally due to AR activist issues and related factors (see pages 18-20), Atlantic has
 historically traded at a 35-45% discount to the average EV/EBITDA multiple and a 45-55%
 discount to the average P/E multiple, in each case, of its Primary Peers
  Discounts were lower briefly in 2008, but today are larger than historical average
 Atlantic’s underlying fundamental business performance has been comparable to that of
 Primary Peers for the last five years (2004-2008)
  Recent performance (since Q4 2008) has been significantly worse than Primary Peers
 Atlantic’s reported earnings have been volatile and distorted by foreign exchange (FX) issues,
 one-time events and financing costs triggered in large part by AR-related concerns
 Atlantic’s exposure to AR issues is unique
  No other public company in CRO industry affected to the same extent
 For purposes of a financial analysis, EV/EBITDA and P/E multiples observed for
 “normal” peer companies (i.e., those not subject to similar levels of AR activism as
 Atlantic) have been discounted 35-45% and 45-55%, respectively, when such multiples
 are applied to Atlantic EBITDA and earnings estimates
 
 

 
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Implied Atlantic Equity Reference Ranges (Per Share)
(a) See page 34.
(b) See page 38.
(c) See page 42.
(d) See page 44.
 
 

 
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Multiples at Various Prices per Share
Source: Atlantic management. Debt figures exclude warrant offset/closing fee costs and warrant amortization. LTM figures as of 3/31/09
(a) Based on fully diluted shares of 14.5mm.
(b) Excludes transaction expenses.
Note: Transaction expenses of $15 million would add 0.5x to EBITDA multiples
 
 

 
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Review of Animal Rights Issues
 
 

 
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Atlantic Financial Analyses Reflect Unique History of Company
 Atlantic has been a target of animal rights activism since December 1999
  As a result, the company operates in a business and financial environment that is unique
  AR activists have specifically singled out Atlantic
  No other public company in the CRO industry affected to the same extent
 AR activists not only targeted the Company and its employees, but also customers, suppliers,
 investors and financial firms directly or indirectly associated with Atlantic
  AR activists specifically identified and targeted the financial community in an effort to put
 Atlantic out of business by limiting access to credit and/or to trading markets
 Physical violence, harassment, vandalism, bomb and death threats, protests and demonstrations at
 homes and offices of targeted companies or their employees, directors and shareholders, continue
 to the present day
  Identification with Atlantic and risk of consequent attacks from AR activists remain a major
 concern - even for parties remotely associated with Atlantic
 The result has been that Atlantic has historically traded at approximately 40-50% discount
 to its primary peers’ EBITDA and P/E multiples, respectively, despite reasonably
 comparable fundamental performance
  Exacerbated by technical trading factors (low liquidity, limited research coverage, etc.)
 
 

 
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Examples of AR Activist Impact
.......***…..
***Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.
 
 

 
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Additional Risk Factors
 Ongoing AR issues, challenging financial markets, foreign exchange volatility and pharma industry turmoil raise
 additional risks for Atlantic:
  The Company would not have met certain loan covenants as of June 30, 2009 (FX a large factor)
  Required loan amendment and potential significant fee
  Atlantic has limited alternatives if it has to re-finance its existing debt
  Company’s concerns about a possible delisting from NYSE/Arca have increased
  …***…
  …***…
  In 2008-2009, AR activists redoubled attacks on NYSE, its directors and shareholders
  Atlantic no longer meets minimum market capitalization of $150 million required for initial Arca
 listing nor ongoing minimum shareholders equity of $15 million required for Arca continuing listing
 (Standard I)
  NYSE has broad discretion to deny ongoing listing
  Low liquidity and limited investor interest increase risk of delisting
 ***Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.
 
 

 
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Industry Background
 
 

 
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Review of CRO Industry Conditions
 Pharma R&D expected to decline in 2009 vs. 2008 (first time in recent history)
  Postponements and cancellations due to
  Large pharma (top 20)
  M&A - Pfizer/Wyeth, Merck/Schering-Plough, Roche/Genentech
  Innovation gap - spending up 10x in 25 years, but number of new drugs approved
 each year has remained the same
  Patent cliff - 30% of revenues going off-patent by 2012
 » Reprioritization of pipeline
 » Emphasis on late-stage projects
  All other
  Access to funding, cost control - especially for small biotech
 CRO retrenching and consolidation
  Excess capacity in pre-clinical
  Margins down across the industry due to fixed costs
  MDS, WIL, PharmaNet, Patheon, sold or for sale in 2009
Source: Company management, Wall Street research and industry newsletters.
 
 

 
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Review of Selected Performance Factors
 Atlantic revenue has grown at rates comparable to its primary competitors since 2003:
  CAGR of 13% vs.17% for CRL(a) and 13% for CVD
 Atlantic EBITDA margins appear comparable to those of primary competitors
  FY 2008 EBITDA margin 19% for Atlantic vs. 20% for CRL Preclinical Services and 24% for
 CVD Early Stage segment(b)
 CRL and CVD currently trading at an average of 8.7x LTM EBITDA, approximately 67% of their
 5-year average of 12.8x for 2004-2008
 CRL and CVD currently trading at an average of 15.9x LTM EPS, approximately 66% of their 
 5-year average of 24.0x for 2004-2008
 Except for a brief period in 2008, Atlantic has traded at approximately a 45-55% lower P/E
 multiple and a 35-45% lower EBITDA multiple than the average of CRL and CVD for the last
 five years
Source: Public filings and Wall Street estimates for CRL and CVD, management projections for Atlantic
(a) Includes Inveresk acquisition, which increased CRL 2005 revenue more than 30% over 2004 on a pro forma basis.
(b) CRL and CVD EBITDA margins after allocating corporate costs based on revenue.
 
 

 
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Recent Relative Performance Indicators
 Atlantic 2009 EBITDA is expected to be down 33% from 2008 vs. down 18% for CRL and
 6% for CVD
  Assumes 2009 average exchange rate of 1.57 $/£ for Atlantic
  FX impact approximately 2x for Atlantic vs. CRL, CVD (77% of revenues outside US vs.
 48% for CRL and 40% for CVD in 2008)
Source: For 2008, public filings. For 2009, management projections for Atlantic, Wall Street estimates from Thomson for other companies
 
 

 
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Review of Trading Multiples
 
 

 
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Atlantic vs. Peers - EBITDA Trading Multiples
 Historical EV / TTM EBITDA comparison:
Note: Figures relating to Atlantic include pension liabilities (approx. 1 x EBITDA for Atlantic recently)
 
 

 
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Atlantic vs. Peers - P/E Trading Multiples
 Historical P/E comparison
  Trading volume-weighted average price
 per share for prior three months divided
 by twelve month trailing diluted earnings
 per share
Source: Company filings, Bloomberg, Atlantic management projections
Low Atlantic EPS due to increased
interest expense
 
 

 
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Financial Analysis
 
 

 
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Financial Analysis - Summary of Results
 
 

 
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Implied Atlantic Equity Reference Ranges (Per Share)
(a) See page 34.
(b) See page 38.
(c) See page 42.
(d) See page 44.
 
 

 
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Selected Companies Analysis
 
 

 
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Selected Companies Analysis Methodology
 Reviewed average EBITDA and P/E multiples for Primary Peers (CRL and CVD)
  Also reviewed EBITDA and P/E multiples of Secondary Peers (ICON, KNDL, PPDI and
 PRXL), as a secondary reference
 Applied a discount of 35-45% to EBITDA multiples of selected companies, and 45-55% to P/E
 multiples of selected companies, to calculate implied per share equity reference ranges for Atlantic
  Discounts based on perceived impact of AR activists and related factors and consistent with
 historical trading
 
 

 
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Selected Companies Analysis
Source: Company filings, Wall Street estimates. LTM figures as of 3/31/2009
(a) Source of estimates for Atlantic - management projections. Pension liabilities of $33.6mm as of March 31 2009. Debt as reported -
includes warrants offset/closing fee costs and warrant amortization.
 
 

 
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Atlantic Implied Trading Multiples - Based on Discount to Primary
Peers’ Multiples
Source of estimates: Atlantic management projections
(a) Average estimated CRL and CVD multiples. See previous page.
(b) Net debt as of 3/31/09, excludes warrant offset/closing fee costs and warrant amortization.
At Discount to Primary Peers’ EBITDA Multiple
 
 

 
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Selected Transactions Analysis
 
 

 
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Selected Transactions Analysis Methodology
 Reviewed the implied multiples of LTM EBITDA paid in selected recent transactions in the CRO industry
  Also reviewed multiples of revenues and net income for LRM as well as other periods, where available
 Most selected transactions occurred when CRO industry stock market trading multiples were significantly higher
 than today (in some cases, double)
 In at least four cases, acquirors subsequently wrote off a significant portion of the goodwill established in the
 original acquisition, indicating the expected cash flows from the business no longer justified the original
 acquisition price. For those four cases we recalculated the EBITDA multiple by dividing the estimated current
 carrying value (original acquisition value minus write-off) by the LTM EBITDA at the time of the acquisition
 Analyzed transaction multiples as reported, but also adjusted the resulting multiples by the change in the average
 EBITDA trading multiple for the Primary Peers (CRL and CVD) from the relevant transaction announcement
 date to the present day, to reflect the substantial changes in industry and market conditions
 EBITDA multiples (reported or adjusted) for the selected transactions discounted 40% when such multiples were
 applied to Atlantic LTM EBITDA statistics, to take into account the impact of AR activist issues and related
 factors
 
 

 
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Selected Transactions
Source: Public filings, Bloomberg
(a) Adjustment based on the change in the average LTM EBITDA Multiple for CRL and CVD between the announced date of such
transaction and the present date.
Pre-Clinical transactions are in bold.
 
 

 
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Illustrative Atlantic Transaction EBITDA Multiple Range - Based
on Discount to Selected Transaction EBITDA Multiples
(a) See previous page.
(b) Excludes warrant offset/closing fee costs and warrant amortization.
(c) Source: Atlantic management projections.
 
 

 
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Discounted Cash Flow Analysis
 
 

 
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Discounted Cash Flow Analysis Methodology
 For discounted cash flow (“DCF”) calculations, used industry weighted average cost of capital
 (“WACC”) range and then applied 50% discount to resulting implied per share equity reference
 ranges
  Primary and Secondary Peer Group mean beta 0.85
  7.5% market risk premium, 3.8% risk-free rate
  45% debt to market capitalization, 8% cost of debt, 0% tax rate
 Did not use Atlantic WACC
  Theoretical WACC calculation for Atlantic suggests approximately 13%
  Empirical observation, based on current AB offer and current trading levels, implies
 Atlantic WACC closer to 21% (see page 59)
Source for Beta, risk premium and risk-free rate: Bloomberg
 
 

 
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Discounted Cash Flow Analysis Assumptions
 DCF analysis based on Atlantic management projections
 “Normal company” assumptions, followed by assumed Atlantic discount:
  Transaction date - September 30, 2009
  CY2012 exit multiples of 6.7x-8.7x 2012E EBITDA (based on Primary Peers’ multiples)(a)
  WACC of 10.5%-12.5% (Industry estimate)(b)
  Sensitivity Analysis on a broader range of multiples and discount rates
  Assumed discount of 50% applied to resulting DCF-based “normal company” stock prices
 The following table summarizes the Atlantic management projections used for DCF analysis:
  Excludes pension shortfall payments (as per management projections cash flow statement)
(a) See page 33.
(b) Source for Beta, risk premium and risk-free rate: Bloomberg. Primary and Secondary Peer Group mean beta 0.85, 7.5% market risk
premium, 3.8% risk-free rate, 45% debt to market capitalization, 8% cost of debt, 0% tax rate.
 
 

 
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Summary DCF Analysis - At Industry Theoretical WACC and Exit
Multiple and Assumed Atlantic Trading Discount
Note: Ignores effect of incremental option exercises
(a) Excludes warrant offset/closing fee costs and warrant amortization.
Summary DCF Analysis
Share Price Sensitivity Analysis
 
 

 
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Illustrative Leveraged Buyout Analysis
 
 

 
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Illustrative Atlantic Leveraged Buyout Analysis
 Atlantic LBO significant assumptions:
  Management projections
  Equity purchase price of $8.50 per share
  Pension liabilities rolled over
  Debt of $70mm (2.3x 2009E EBITDA) borrowed at 17%
  No taxes
  Transaction closes at 12/31/09
  Minimum cash balance of $25mm
(a) Includes pension liabilities and capital leases.
(b) Includes impact of penny warrants issued to lenders (5% of total equity) and assumes 10% dilution from management incentives.
 
 

 
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Illustrative Atlantic Leveraged Buyout Analysis
Source of estimates: Management projections
(a) Includes AB rollover. Assumes penny warrants equal to 5% of total equity issued to lenders and 10% dilution from management
incentives.
 
 

 
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Premiums Paid in Selected Acquisitions
 
 

 
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Premiums Paid In Selected Acquisitions - 2004-YTD
(a) Excludes minority stake purchases, recapitalizations, self-tender offers, exchange offers and repurchases transactions.
(b) Excludes transactions with share price 1-week prior to announcement below $1.00 per share.
 
 

 
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Premiums Paid In Selected Acquisitions - 2008-YTD by Quarter
(a) Excludes minority stake purchases, recapitalizations, self-tender offers, exchange offers and repurchases transactions.
(b) Excludes transactions with share price 1-week prior to announcement below $1.00 per share.
(c) Period from April 01 to June 15, 2009.
 
 

 
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Illustrative Unaffected Stock Price
 
 

 
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Illustrative Unaffected Stock Price - Based on Market and Peer
Equity Trading Performance Since Announcement
Source: Bloomberg
 Atlantic stock price before announcement, increased/(decreased) by change in market value
 (S&P500 or CRL/CVD index) from relevant reference period to July 6, 2009
 
 

 
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Illustrative Unaffected Stock Price - Based on Trading Market
Discount to DCF
(a) See page 42.
 
 

 
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Appendix
 
 

 
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Summary of Management Projections
Source: Atlantic management
(a) Estimated assuming diluted shares outstanding of 14.4 million.
(b) For 2009, blended average of 1.45 for 5 months and 1.65 for 7 months.
 
 

 
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Historical Stock Price Performance
 
 

 
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Atlantic Stock Price Performance/Trading Volume over last 5 Years
Source: Bloomberg. Not volume weighted
AB offer
 
 

 
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Stock Performance - Atlantic vs. Selected Peers - Last 5 Years
(a) Secondary selected companies include PPDI, ICON, PRXL, KNDL
Atlantic vs. Primary Peers
Atlantic vs. Secondary Peers (a)
Atlantic
CVD
CRL
KNDL
PRXL
ICON
PPDI
 
 

 
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Stock Performance - Atlantic vs. Selected Peers - Since 9/2/2008
(a) Secondary selected companies include PPDI, ICON, PRXL, KNDL
Atlantic vs. Primary Peers
Atlantic vs. Secondary Peers (a)
S&P 500
10 year low
Atlantic
CVD
CR
L
KNDL
PRXL
ICON
PPDI
6/26/09
6/26/09
 
 

 
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Atlantic vs. Primary Peers
(a) Secondary selected companies include PPDI, ICON, PRXL, KNDL
Atlantic vs. Secondary Peers (a)
AB offer
AB offer
S&P 500
10 year low
Atlantic
CVD
CRL
KNDL
PRXL
ICON
PPDI
 
 

 
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Atlantic Implied WACC and Cost of Equity Calculation
(at 5.1x 2012E Exit EBITDA and $8.50 share price)
(a) Based on 10 year U.S. treasury bond rate.
(b) Assumed blended value for existing debt (~14%), capital leases (12%), and pension liabilities.
(c) Estimated using current capital structure which includes pension liabilities.