key employees, customers, suppliers and other commercial relationships of the Company. Citi assumed, with the Companys consent, that there would be no developments with respect to any such
matters that would be meaningful in any respect to Citis analyses or opinion.
Citi did not make and was not provided with an
independent evaluation or appraisal of the assets or liabilities (contingent, accrued, derivative,
off-balance
sheet or otherwise) of the Company or any other entity and Citi did not make any physical
inspection of the properties or assets of the Company or any other entity. Citi did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar
matters. Citi expressed no view or opinion as to any pending or potential litigation, claims or governmental, regulatory or other proceedings or investigations. Citi assumed, with the Companys consent, that the Offer and the Merger would be
consummated in accordance with their respective terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of
obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers and agreements for the Offer and the Merger, no delay, limitation, restriction, condition or other action, including any divestiture or other
requirements, amendments or modifications, would be imposed or occur that would have an adverse effect on the Company, the Offer or the Merger or that otherwise would be meaningful in any respect to Citis analyses or opinion. Citi did not
express any view or opinion as to the prices at which Company Common Stock or any other securities would trade or otherwise be transferable at any time, including following the announcement or consummation of the Offer or the Merger. Representatives
of the Company advised Citi, and Citi also assumed, that the final terms of the Merger Agreement would not vary materially from those set forth in the execution version reviewed by Citi. Citi did not express any view or opinion with respect to
accounting, tax, regulatory, legal or similar matters, including, without limitation, tax consequences resulting from the Offer or the Merger or otherwise or changes in, or the impact of, tax or other laws, regulations and governmental and
legislative policies on the Company, the Offer or the Merger, and Citi relied, with the Companys consent, upon the assessments of representatives of the Company as to such matters. In connection with Citis engagement, Citi was not
requested to, and Citi did not, undertake a third-party solicitation process on behalf of the Company; however, at the Companys direction, Citi held preliminary discussions in 2017 with a third party that had expressed potential interest in a
possible acquisition of the Company.
Citis opinion addressed only the fairness, from a financial point of view and as of the
opinions date, of the per Share cash consideration (to the extent expressly specified in such opinion), without regard to individual circumstances of holders of Company Common Stock that may distinguish such holders or the securities of the
Company held by such holders. Citis opinion did not address any other terms, aspects or implications of the Offer or the Merger, including, without limitation, the form or structure of the Offer or the Merger, any rights agreement amendment or
any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the Offer, the Merger or otherwise. Citi expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of
the amount or nature or any other aspect of any compensation or other consideration to any officers, directors or employees of any parties to the Offer or the Merger, or any class of such persons, relative to the per Share cash consideration or
otherwise. Citis opinion was necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of its opinion. Although subsequent developments may
affect Citis opinion, Citi has no obligation to update, revise or reaffirm its opinion. As the Company Board was aware, the credit, financial and stock markets, and the industry in which the Company operates, have experienced and continue to
experience volatility and Citi expressed no view or opinion as to any potential effects of such volatility on the Company, its business, the Offer or the Merger. The issuance of Citis opinion was authorized by Citis fairness opinion
committee.
In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The
summary of the analyses below is not a complete description of Citis opinion or the analyses underlying, and factors considered in connection with, Citis opinion. The preparation of a financial opinion is a complex analytical process
involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary
description. Citi arrived at its ultimate opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis.
Accordingly, Citi believes that the analyses must be considered as a whole and that selecting
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