EX-99.C.5 6 f59292exv99wcw5.htm EX-99.C.5 exv99wcw5
Exhibit 99(c)(5)
Board of Directors of Shakespeare Presentation to the Special Committee April 25, 2011 Confidential Presentation


 

Table of Contents Agenda Transaction Summary Valuation Analysis ________________________________________________________________________________________ Appendix Additional Valuation Materials


 

Transaction Summary


 

Overview of Proposed Transaction Proposal $9.25 per share Consideration / Structure 100% cashOne-step reverse subsidiary merger 100% cashOne-step reverse subsidiary merger Diligence Largely complete and remains subject to completion of select customer calls Largely complete and remains subject to completion of select customer calls Management Agreements to be signed with key senior employees; certain management required to rollover a portion of their equity holdings Agreements to be signed with key senior employees; certain management required to rollover a portion of their equity holdings Approvals All requisite internal approvals have been received the buyer All requisite internal approvals have been received the buyer Financing Up to $350 million of senior secured financing composed of $50 million revolving credit facility and a $300 million term loan facilityNot subject to a "market MAC" or financial performance conditionNo specific performance clause requiring buyer to fund and close if financing is available; reverse break is sole remedy Up to $350 million of senior secured financing composed of $50 million revolving credit facility and a $300 million term loan facilityNot subject to a "market MAC" or financial performance conditionNo specific performance clause requiring buyer to fund and close if financing is available; reverse break is sole remedy Key Closing Conditions Approval by Shakespeare shareholders (requires 2/3 supermajority of shares present under Cayman law)Receipt of HSR and other required regulatory approvalsNo material adverse effect prior to closingLiens securing notes released; loan agreements terminated (under Cayman law) Approval by Shakespeare shareholders (requires 2/3 supermajority of shares present under Cayman law)Receipt of HSR and other required regulatory approvalsNo material adverse effect prior to closingLiens securing notes released; loan agreements terminated (under Cayman law) Break up Fees / Expenses 2.0% break fee during the "go-shop" and 3.0% during the "no-shop"Reverse break fee of 9.0%Reimbursement of 50% of documented expenses to buyer in event of shareholder no-vote, subject to $5 million cap 2.0% break fee during the "go-shop" and 3.0% during the "no-shop"Reverse break fee of 9.0%Reimbursement of 50% of documented expenses to buyer in event of shareholder no-vote, subject to $5 million cap Go Shop 45 days 45 days Timing Sign Merger Agreement on Monday, April 25, 2011Announce transaction on Tuesday, April 26, 2011 Sign Merger Agreement on Monday, April 25, 2011Announce transaction on Tuesday, April 26, 2011 Summary of Key Proposal Terms & Conditions Note: Based on Draft Merger Agreement dated 4/24/11 1


 

Debt Financing Commitment Letter Overview Borrower: Newco, to acquire/merge into target, a Cayman Islands exempted company Facilities offered: $50 million 5-year Revolver (first out)$300 million 7-year Term Loan B Administrative Agent: JP Morgan Chase Bank, N.A. Interest Rates: L+450 bps, with a stepdown for the revolver to L+425 bps at 2.25x Secured Net Leverage LIBOR Floor: 1.25% TLB Amortization: 1% per annum Mandatory Prepayments: 100% cash proceeds of non-ordinary course asset sales, subject to customary reinvestment rights50% ECF sweep, with step downs to 25% at 2.0x Secured Net Leverage and 0% at 1.5x Secured Net Leverage Voluntary Prepayments: Prepayable at par at any time Revolver Undrawn Fee: 50 bps OID/Upfront Fees: RC: 100 bpsTLB: 50 bps Incremental Facility: $25 million plus additional amounts subject to pro forma 2.5x secured net leverage; subject to 50 bps MFN Financial Covenants: Term Facility: None; Revolving Facility: Springing Secured Net Leverage Ratio of less than 4.35x Negative Covenants: Standard for a leveraged loan transaction Flex: Standard market provisions Comments: Min 45% equity check (10% can be rollover equity)Min liquidity requirement of $75 million in cash or revolver at closing if revolver is drawn at closing Contemplates reorganization of business with Storage as a separate sister company; note restricted payments limitations, investments and transactions with affiliates provisions limit ability to transfer cash between businessesOther than reorganization and separation of Storage, commitment letter contains standard market conditions precedents and conditions to funding Senior Secured Facilities Term Sheet JPM and UBS are committing to a $50 million revolver and $300 million in term loans to finance the transaction ___________________________ Source: Financing commitment papers provided to Shakespeare from bidder. 2


 

Transaction Economics and Implied Multiples Transaction Value and Multiples (1) Sources & Uses of Funds (2) Implied Offer Price Premium Pro Forma Credit Statistics (3) - 8/27/11E ___________________________ Source: Wall Street Research, Company filings and management projections. Financings terms based on financing commitment papers provided to Shakespeare from bidder. Note: Board Case: Financial projections of the Company prepared by management of the Company and presented to the Board of Directors on February 16, 2011, as updated by management. Reviewed Case: Revised financial projections of the Company prepared by management of the Company subsequent to the presentation to the Board of Directors of the Board Case, and presented to the Board of Directors on March 22, 2011, which reflect more optimistic assumptions and estimates (as compared to the Board Case) as to the future financial performance of the Company. Financials are non-GAAP, excluding stock-based compensation, restructuring charges and other unusual items. Based on basic shares outstanding of 63.973mm and options/awards per Shakespeare's management guidance. Cash and debt as of Shakespeare's Q2 FY11 ending balance (10-Q for the period ending February 25, 2011). Per management guidance assumes (i) projected cash and debt for period ending August 27, 2011 and (ii) assumes minimum cash of $65 million. Employee rollover assumptions based on draft merger agreement dated April 24, 2011. Based on management projections. ($ in millions except per share data) 3


 

Valuation Analysis


 

Financial Case Comparison ___________________________ Source: Company filings, management guidance and Wall Street equity research. Note: FY ends August. Financials are non-GAAP, excluding stock-based compensation, restructuring charges and other unusual items. Projections based on IBES consensus and Wall Street research Reviewed Case: Revised financial projections of the Company prepared by management of the Company subsequent to the presentation to the Board of Directors of the Board Case, and presented to the Board of Directors on March 22, 2011, which reflect more optimistic assumptions and estimates (as compared to the Board Case) as to the future financial performance of the Company Board Case: Financial projections of the Company prepared by management of the Company and presented to the Board of Directors on February 16, 2011, as updated by management 4


 

Historical and Near Term Financial Performance Quarterly Revenue and Q/Q Growth Since IPO ___________________________ Source: Company filings and FactSet and management projections. Note: Fiscal year ends in August. Quarterly EBITDA and Margin Since IPO Reviewed Case Reviewed Case FY10 FY09 FY08 FY07 FY06 FY10 FY09 FY08 FY07 FY06 5


 

Historical Performance vs. Expectations Quarterly Revenue Surprises Since IPO Quarterly Earnings Surprises Since IPO ___________________________ Source: Company filings, FactSet, Wall Street research and management projections. Note: EPS is non-GAAP, excluding stock-based compensation, restructuring charges and other unusual items. Consensus EPS projection of ($0.01) and reported EPS of $0.02. Consensus EPS projection of ($0.01) and reported EPS of $0.03. Consensus EPS projection of ($0.01) and reported EPS of $0.01. $188.5 $197.0 $237.2 $239.1 $186.5 $165.6 $175.0 $164.5 $167.6 $160.7 $140.8 $109.1 $91.6 $99.8 $123.1 $160.1 $201.2 $218.7 $216.4 $170.5 $173.9 $178.4 $0.19 $0.23 $0.22 $0.22 $0.22 $0.21 $0.18 $0.17 $0.05 $0.02 $0.02 $0.03 ($0.01) $0.00 $0.08 $0.23 $0.26 $0.29 $0.27 $0.08 $0.10 $0.12 EPS: Rev ($ mm): NM(1) NM(3) NM(2) (20.7%) Board and Reviewed Case versus Street estimates Board and Reviewed Case versus Street estimates $176.6 $159.6 $168.2 Board Case: (7.5%) (10.3%) $0.05 $0.07 $0.11 Board Case: (36.4%) (35.3%) 6


 

EPS Consensus Summary Outlook Revenue Consensus Analyst Projections ($ in millions, except per share values) ___________________________ Source: Wall Street research, IBES consensus. FactSet and Bloomberg. Note: Summary outlook and analyst projections only include reports from current period. Shakespeare fiscal year ends in August. Wall Street Expectations View that FY2Q'11 is trough for revenues and margins as result of expectation that DRAM ASPs should begin to recover in CY2Q'11 Optimism about growth initiative in high margin enterprise SSD Flash seen as promising opportunity for 2H'11, where Shakespeare is leveraging strong presence in Brazil to serve OEM customers Potential for increasing content opportunity to support ASPs in 2H'11 Expectation that Brazil business continues to improve with pent-up consumer PC demand and solid overall growth in Brazilian economy Encouraged that outside of Brazil, memory business not likely to be significantly impacted by DRAM ASP declines View that SSD business could drive long-term growth with gross margins above company average Concern that success of tablets could put long-term pressure on PC sales and consequently DRAM prices Concern about possible weaker DRAM ASP recovery than expected Customer concentration risk with several large OEM customers representing the majority of sales and expressed weakness at Networking / Telecom customer Market risk given relatively high contribution to revenue from Brazil Concern that projected traction in Brazil Flash may not materialize Competition could slow growth in enterprise SSD as it remains early in Shakespeare's customer adoption cycle Key Themes Positives Negatives Analyst Recommendations Median Price Target: $9.25 April 2011 n = 8 7


 

Historical Trading of Shakespeare Since IPO Stock Price Performance Since IPO ___________________________ Source: FactSet. Offer @ $9.25 8


 

13.0% 30.3% 53.2% (0.6%) ___________________________ Source: FactSet. Note: Memory / EMS Comps include Advanced Semiconductor Engineering, Amkor Technology, Benchmark Electronics, Micron, Plexus, SanDisk, Sanmina-SCI and Spansion. Brazil Tech Comps include Positivo and Bematech. Indexed Stock Price Performance - Year to Date Relative Stock Price Performance Indexed Stock Price Performance - Last 18 Months Indexed Stock Price Performance - Since IPO 55.4% 39.1% (18.1%) 104.9% (20.3%) (45.8%) 30.3% 365.9% (13.8%) (47.8%) (6.2%) 9


 

5.2x Trading Relative to Peers Historical EV / FTM Revenue Multiples Historical Price / FTM Earnings Multiples ___________________________ Source: FactSet and Wall Street research. Note: Memory / EMS Comps include Advanced Semiconductor Engineering, Amkor Technology, Benchmark Electronics, Micron, OCZ, Plexus, SanDisk, Sanmina-SCI, Spansion and STEC.Brazil Tech Comps include Positivo and Bematech. Shakespeare FTM EBITDA calculated by adding actual FY D&A for appropriate periods to projected FTM EBIT for illustrative purposes. Current 1 Yr Avg Since IPO Shakespeare 9.5x 7.4x 12.2x Memory / EMS Comps 12.4x 11.3x 8.4x Brazil Tech Comps 7.4x 8.4x 9.9x 0.60x 0.97x 9.5x 12.4x Historical EV / FTM EBITDA Multiples (1) 5.0x Current 1 Yr Avg Since IPO Shakespeare 5.0x 3.6x 4.9x Memory / EMS Comps 5.2x 5.3x 6.4x Brazil Tech Comps 5.1x 5.3x 6.0x Current 1 Yr Avg Since IPO Shakespeare 0.60x 0.43x 0.49x Memory / EMS Comps 0.97x 0.96x 1.02x Brazil Tech Comps 0.65x 0.81x 0.92x 0.65x 5.1x 7.4x 10


 

43.5% CY2011 Comparable Operating Metrics ___________________________ Source: FactSet, Company filings, Wall Street research. Market data as of 4/21/11. Revenue Growth CY11/10 CY11 Gross Margin CY11 EBITDA Margin CY11 EBITDA - CapEx Margin Shakespeare (Street) Shakespeare (Street) Shakespeare (Street) Shakespeare (Street) 66.7% (3.4%) 11


 

Summary Valuation Shakespeare Share Price Notes 52-Week Low (8/12/10) and High (4/8/11) Analyst Price Targets discounted at 13.0% cost of equity 5.0x - 6.0x CY2011E EBITDA Targeting 20% to 30% IRR 4.5x 5 year FTM EBITDA exit multiple Discounted to 4/21/11 0.40x - 0.80x LTM Revenue 14% - 39% premium to 1-day 23% - 42% premium to 30-day ___________________________ Source: FactSet, Bloomberg, Company filings, Wall Street research and IBES consensus estimates and Shakespeare management projections. Note: Market data as of 4/21/11. DCF, LBO and Precedent Transactions assume net cash of $80.3mm at 8/27/11 per management guidance. Comparable Company Analysis and Sum of the Parts assume Q2 FY11 net cash balance of $79.4mm. Financial projections adjusted to exclude stock-based compensation and other non-cash expenses. Price per share discounted to 4/21/11 at a 13.0% cost of capital. Discounted cash flow analysis discounted to 4/21/11 at respective cost of capital in the 12.0% - 14.0% range. 10.0x - 13.0x CY2011E P / E Multiple 4.0x - 5.0x LTM EBITDA and 12.0% - 14.0% WACC Discounted to 4/21/11 5.0x - 7.5x LTM EBITDA (1) Street Board 4.0x - 5.0x CY2012E EBITDA 8.0x - 11.0x CY2012E P / E Multiple StorageCo and ModuleCo (3.5x - 4.5x CY12 EBITDA) valued on a standalone basis 10.0x - 15.0x CY14 Earnings at 15.0% - 25.0% discount rate (1) (1) (2) Current Price (4/21/11): $8.01 Offer Price: $9.25 Street estimates for CY11 and CY12 EBITDA and EPS are higher than for both Board and Reviewed cases Street estimates for LTM Revenue and EBITDA are higher than for both Board and Reviewed cases 12


 

CY2011 Comparable Trading Metrics ___________________________ Source: FactSet, Company filings, Wall Street research. Market data as of 4/21/11. Note: "NM" denotes EBITDA - CapEx multiple >50.0x or P/E multiple >75.0x. EV / CY11 Revenue EV / CY11 EBITDA Price / CY11 Earnings EV / CY11 EBITDA - CapEx Shakespeare (Street) Shakespeare (Street) Shakespeare (Street) Shakespeare (Street) 38.7x 27.3x NM NM 13


 

CY2012 Comparable Trading Metrics ___________________________ Source: FactSet, Company filings, Wall Street research. Market data as of 4/21/11. EV / CY12 Revenue EV / CY12 EBITDA Price / CY12 Earnings EV / CY12 EBITDA - CapEx Shakespeare (Street) Shakespeare (Street) Shakespeare (Street) Shakespeare (Street) 14


 

3 Year Discounted Cash Flow Analysis - Board Case Valuation Summary DCF ___________________________ Source: Management projections. Note: Assumes midpoint convention for annual cash flows which are discounted to 8/27/11. Assumes net cash of $80.3mm based on FY11 projected balance sheet per management guidance. 1. EBIT and EBITDA adjusted to exclude stock-based compensation and other non-cash expenses. 15


 

3 Year Discounted Cash Flow Analysis - Reviewed Case Valuation Summary DCF ___________________________ Source: Management projections. Note: Assumes midpoint convention for annual cash flows which are discounted to 8/27/11. Assumes net cash of $80.3mm based on FY11 projected balance sheet per management guidance. 1. EBIT and EBITDA adjusted to exclude stock-based compensation and other non-cash expenses. 16


 

Illustrative Sum-of-the-Parts Valuation ___________________________ Source: Management projections. Assumes no additional costs with separation, including any potential tax leakage. Note: Market data as of 4/21/11. Net cash and debt Q2 FY11 ending balances. Assumes standalone G&A margin per management guidance. Assumes a cash-free, debt-free StorageCo. StorageCo Enterprise Value discounted to 4/21/11 at a 20.0% cost of capital. StorageCo tax rate of 10.0% per management guidance. StorageCo MemoryCo Enterprise Value Implied Equity Value Current Market Value 3.1% Sum of the Parts Valuation - Board Case $8.01 $8.26 ($ in millions, except per share amounts) Net Cash Assumes a discounted future value for StorageCo and current market-based valuation of remaining business 17


 

Illustrative Sum-of-the-Parts Valuation ___________________________ Source: Management projections. Assumes no additional costs with separation, including any potential tax leakage. Note: Market data as of 4/21/11. Net cash and debt Q2 FY11 ending balances. Assumes standalone G&A margin per management guidance. Assumes a cash-free, debt-free StorageCo. StorageCo Enterprise Value discounted to 4/21/11 at a 20.0% cost of capital. StorageCo tax rate of 10.0% per management guidance. StorageCo MemoryCo Enterprise Value Implied Equity Value Current Market Value 20.9% Sum of the Parts Valuation - Reviewed Case $8.01 $9.69 ($ in millions, except per share amounts) Net Cash Assumes a discounted future value for StorageCo and current market-based valuation of remaining business 18


 

Precedent Transaction Analysis ___________________________ Source: Company filings, Wall Street research, MergerMarket and FactSet. 19


 

Premiums Paid - Domestic Tech Sponsor and Strategic Buyers ___________________________ Source: SDC. Note: Shakespeare current stock price as of 4/21/11. Analysis includes 3 transactions. Analysis includes 19 transactions. Analysis includes 22 transactions. 2011 YTD (1) First Quartile Mean Median Third Quartile 2010 (2) 2010 - 2011 YTD (3) Salerio @ $9.25 per share: 15.5% Salerio @ $9.25 per share: 36.4% Transactions between $300mm and $1bn in value Salerio @ $9.25 per share: 15.5% Salerio @ $9.25 per share: 36.4% Salerio @ $9.25 per share: 15.5% Salerio @ $9.25 per share: 36.4% 20


 

Transactions between $300mm and $1bn in value 2011 YTD (1) Premiums Paid - Global All Industries Take Private ___________________________ Source: SDC. Note: Shakespeare current stock price as of 4/21/11. Analysis includes 6 transactions. Analysis includes 18 transactions. Analysis includes 24 transactions. First Quartile Mean Median Third Quartile 2010 (2) 2010 - 2011 YTD (3) Salerio @ $9.25 per share: 36.4% Salerio @ $9.25 per share: 36.4% Salerio @ $9.25 per share: 36.4% Salerio @ $9.25 per share: 15.5% Salerio @ $9.25 per share: 15.5% Salerio @ $9.25 per share: 15.5% 21


 

LBO Analysis - Board Case Pro Forma Capitalization Table Sources and Uses Assumptions Assumes purchase at $9.25 per share to current stock price, implying an entry multiple of EV/LTM Adj. EBITDA of ~7.9x (~8.0x FTM) with new debt of $300mm of Term Loan Assumes a 8/27/11 transaction at $9.25/share Assumes operating model based on Shakespeare Board case and management guidance through balance of projection period Assumes ultimately will be financed with ~$300mm of Term Loan @ L+450, with LIBOR floor of 125bps Undrawn revolver of $50mm, with 0.50% commitment fee on undrawn portion of the facility Assumes $65mm of minimum cash which results in approximately $70mm of cash used toward financing the transaction Assumes financing sources used to retire existing floating rate notes, pay expenses and purchase equity Pro forma for the transaction, Shakespeare will be levered at 4.2x with a 4.1x coverage ratio, based on 8/27/11 LTM EBITDA Exit IRR Analysis ___________________________ Source: Management projections. Note: Assumes interest rate of L+450 on Term Loan, with LIBOR floor of 125bps. IRR calculated assuming on completion of transaction on 8/27/2011. 8/27/11 cash balance based on management guidance. Assumes $65mm minimum cash. Assumes $1.9mm of public company cost savings per management guidance. Transaction expenses and fees include M&A fees and prepayment of existing senior rate notes at 101, per management guidance. 22


 

LBO Analysis - Reviewed Case Assumes purchase at $9.25 per share to current stock price, implying an entry multiple of EV/LTM Adj. EBITDA of ~7.4x (~6.2x FTM) with new debt of $300mm of Term Loan Pro Forma Capitalization Table Sources and Uses Assumptions Assumes a 8/27/11 transaction at $9.25/share Assumes operating model based on Shakespeare Reviewed case and management guidance through balance of projection period Assumes ultimately will be financed with ~$300mm of Term Loan @ L+450, with LIBOR floor of 125bps Undrawn revolver of $50mm, with 0.50% commitment fee on undrawn portion of the facility Assumes $65mm of minimum cash which results in approximately $70mm of cash used toward financing the transaction Assumes financing sources used to retire existing floating rate notes, pay expenses and purchase equity Pro forma for the transaction, Shakespeare will be levered at 3.9x with a 4.4x coverage ratio, based on 8/27/11 LTM EBITDA ___________________________ Source: Management projections. Note: Assumes interest rate of L+450 on Term Loan, with LIBOR floor of 125bps. IRR calculated assuming on completion of transaction on 8/27/2011. 8/27/11 cash balance based on management guidance. Assumes $65mm minimum cash. Assumes $1.9mm of public company cost savings per management guidance. Transaction expenses and fees include M&A fees and prepayment of existing senior rate notes at 101, per management guidance. Exit IRR Analysis 23


 

Appendix


 

Additional Valuation Materials


 

CY2012 Comparable Operating Metrics ___________________________ Source: FactSet, Company filings, Wall Street research. Market data as of 4/21/11. Revenue Growth CY12/11 CY12 Gross Margin CY12 EBITDA Margin CY12 EBITDA - CapEx Margin Shakespeare (Street) Shakespeare (Street) Shakespeare (Street) Shakespeare (Street) 24


 

5 Year Discounted Cash Flow Analysis - Board Case Valuation Summary DCF ___________________________ Source: Management projections. Note: Assumes midpoint convention for annual cash flows which are discounted to 8/27/11. Assumes net cash of $80.3mm based on FY11 projected balance sheet per management guidance. Given the inherent uncertainties and difficulties in accurately projecting the financial results of the Company on a five-year basis, we have given considerably greater weight to the portion of the Company Projections through the Company's fiscal year ending in 2014 for purposes of our analyses and opinion. 1. EBIT and EBITDA adjusted to exclude stock-based compensation and other non-cash expenses. 25


 

5 Year Discounted Cash Flow Analysis - Reviewed Case Valuation Summary DCF ___________________________ Source: Management projections. Note: Assumes midpoint convention for annual cash flows which are discounted to 8/27/11. Assumes net cash of $80.3mm based on FY11 projected balance sheet per management guidance. Given the inherent uncertainties and difficulties in accurately projecting the financial results of the Company on a five-year basis, we have given considerably greater weight to the portion of the Company Projections through the Company's fiscal year ending in 2014 for purposes of our analyses and opinion. 1. EBIT and EBITDA adjusted to exclude stock-based compensation and other non-cash expenses. 26


 

Projected Pro Forma P&L for StorageCo - Board Case Based on Management's Board Case ___________________________ Source: Shakespeare management projections and guidance. ($ in millions) Based on management projections Analysis assumes separation of StorageCo on cash- free/debt-free basis Assumes standalone corporate overhead per management guidance 27


 

StorageCo Standalone Value Potential - Board Case ___________________________ Source: Management projections. Note: Assumes standalone G&A margin per management guidance. Assumes a cash-free, debt-free StorageCo. StorageCo Enterprise Value discounted to 4/21/11. StorageCo tax rate of 10.0% per management guidance. 1. Implied EV / Revenue using the midpoint Enterprise Value. Discounted future equity value Present Value Future Value (1) (1) Based on management projections Analysis assumes separation of StorageCo on cash- free/debt-free basis Assumes standalone corporate overhead per management guidance 28


 

Sum of the Parts Sensitivity - Board Case ___________________________ Source: Management projections. Note: Net cash and debt Q2 FY11 ending balances. Assumes standalone G&A margin per management guidance. Assumes a cash-free, debt-free StorageCo. StorageCo Enterprise Value discounted to 4/21/11 at a range of 15.0% - 25.0% cost of capital. StorageCo tax rate of 10.0% per management guidance. Assumes a discounted future value for StorageCo and current market-based valuation of remaining business 29


 

Projected Pro Forma P&L for StorageCo - Reviewed Case Based on Management's Reviewed Case ___________________________ Source: Shakespeare management projections and guidance. ($ in millions) Based on management projections Analysis assumes separation of StorageCo on cash- free/debt-free basis Assumes standalone corporate overhead per management guidance 30


 

StorageCo Standalone Value Potential - Reviewed Case ___________________________ Source: Management projections. Note: Assumes standalone G&A margin per management guidance. Assumes a cash-free, debt-free StorageCo. StorageCo Enterprise Value discounted to 4/21/11. StorageCo tax rate of 10.0% per management guidance. 1. Implied EV / Revenue using the midpoint Enterprise Value. Discounted future equity value Present Value Future Value (1) (1) Based on management projections Analysis assumes separation of StorageCo on cash- free/debt-free basis Assumes standalone corporate overhead per management guidance 31


 

Sum of the Parts Sensitivity - Reviewed Case ___________________________ Source: Management projections. Note: Net cash and debt Q2 FY11 ending balances. Assumes standalone G&A margin per management guidance. Assumes a cash-free, debt-free StorageCo. StorageCo Enterprise Value discounted to 4/21/11 at a range of 15.0% - 25.0% cost of capital. StorageCo tax rate of 10.0% per management guidance. Assumes a discounted future value for StorageCo and current market-based valuation of remaining business 32


 

Shakespeare Ownership Overview ___________________________ Source: LionShares data as of 4/21/11. Percentage owned based on common shares outstanding. Top 10 holdings based on most recent filing. Growth includes GARP and Aggressive Growth. Value includes value and deep value investors. Top 20 Institutional Shareholders and Insiders Evolution Ownership and Investor Style Breakdown (2) Current Ownership Summary Top 10 Institutional Shareholders and Insiders (1) 33


 

Shakespeare WACC Analysis WACC Analysis Versus Comparable Companies ___________________________ Source: Company filings, Ibbotson and FactSet. Note: Betas are predicted Barra betas. Beta relevered at the mean of the capital structure of comparable companies. Comparable Companies include Advanced Semiconductor Engineering, Amkor Technology, Benchmark Electronics, Micron, OCZ, Plexus, SanDisk, Sanmina-SCI, Spansion, STEC, Positivo and Bematech. Cost of debt based on financing commitment papers provided to Shakespeare from bidder. Risk free rate of 3.40% based on 10 Year Treasury as of 4/21/11. Market Risk Premium per Ibbotson. 34


 

Disclaimer This document contains material that was provided to the Special Committee of the Board of Directors (the "Special Committee") of Shakespeare (the "Company") by Barclays Capital Inc. ("Barclays Capital"), the United States affiliate of Barclays Capital, the investment banking division of Barclays Bank PLC. The accompanying material was compiled or prepared on a confidential basis solely for consideration by the Board of Directors and not with a view toward public disclosure under state and federal securities laws and no part of it may be reproduced, distributed or transmitted without the prior consent of Barclays Capital. The information contained in this material was obtained from the Company and other publicly available sources, and Barclays Capital has relied upon such information without independent verification thereof. These materials are being provided in connection with an actual engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays Capital. Nothing herein shall constitute an offer to sell or the solicitation of an offer to buy any securities described herein. Any estimates and projections for the Company contained herein have been prepared by management of the Company, were obtained from publicly available sources or are based upon such estimates and projections. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays Capital assumes no obligation to update or otherwise revise these materials. Because these materials were prepared for use in the context of a presentation to the Special Committee, the material was not prepared to comply with the disclosure standards set forth under state and federal securities laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Special Committee, neither the Company nor Barclays Capital nor any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material when used by persons other than the Special Committee. Barclays Capital, its affiliates and the individuals associated therewith may (in various capacities) have positions or deal in transactions or securities (or related derivatives) of the Company or any counterparty to the transaction contemplated herein. IRS Circular 230 Disclosure: Barclays Capital and its affiliates do not provide tax advice. Please note that (i) any discussion of U.S. tax matters contained in this communication (including any attachments) cannot be used by you for the purpose of avoiding tax penalties; (ii) this communication was written to support the promotion or marketing of the matters addressed herein; and (iii) you should seek advice based on your particular circumstances from an independent tax advisor. 35