Raising Capital

The process of raising capital in non-traditional situations, for example, cashflow-based senior or subordinated debt, can be difficult, particularly when management is fully engaged in the business and does not have the time to ensure achievement of a fully negotiated deal priced at or better than market. In addition, while Woodward's clients often have some capital sources, they rely on Woodward to provide broad capital markets access and advice on the appropriate materials, data and information needed to attract and inform accredited, institutional investors.

Woodward works closely with our clients to develop "tranches" of potential institutional investors, organized to provide the most effective marketing approach, and prepare appropriate investor-ready materials. Woodward often works as an extension of its clients' own financial and executive staff, structuring and negotiating transactions, reviewing documents and assuring a successful closing. Woodward is particularly adept at raising capital for clients in situations that involve valuation issues, e.g., convertible securities and warrants.

Examples of financings completed by The Woodward Group include the following:

• Advised Scion Cardio-Vascular, Inc. on a preferred stock investment by Medtronic, Inc. (NYSE:  MDT).

• Obtained a senior cashflow based loan to finance the purchase of 100% of the shares of MedServ International, Inc. by an acquiring equity group, the sponsor of which is a Woodward client that develops and manufactures surgical instruments.
• Obtained an equity investor for Rosebud Solutions, LLC, a privately held software solutions business in the healthcare industry and advised Rosebud on the terms of the investment, completed by Omnicell Technologies (NASDAQ: OMN).

• Obtained senior debt and equity financing for Miza Pharmaceuticals, Inc.'s purchase of Optopics Laboratories.

• Obtained $6 million senior debt financing for a publicly traded recycling equipment manufacturing business.

Raising Capital Client Case Study

Mergers & Acquisitions

Acquiring or selling businesses can be time consuming, distracting and highly complex. Woodward provides merger and acquisition clients with its proven transaction processes, including proprietary research and databases of buyers and sellers necessary to successfully complete a transaction--whether a client is selling or acquiring a business.

Woodward's M&A experience spans reverse mergers, asset purchases and sales, tax-free reorganizations, stock purchases, price negotiations, seller financing, negotiating and structuring around contingent liabilities, earnouts, escrows and repricing mechanisms.

Woodward's merger and acquisition assistance includes the following:

• Due diligence;

• Valuing the business;

• Preparing investor-ready descriptive materials, including pro forma forecasted financial statements;

• Targeting buyers/sellers and soliciting offers;

• Structuring and negotiating the transaction;

• Raising capital; and

• Successfully closing the transaction.

Examples of merger and acquisition transactions completed by Woodward include the following:

• Advised an international market research firm on its sale to United News & Media plc (LSE: UBM) for $20 million.

• Advised PCA, Inc. in its sale to LZA Technologies, a design/build engineering services firm.

• Advised a privately held demand management software firm on its acquisition of a UK-based software firm.

• Advised Miza Pharmaceuticals, Inc. on its purchase of CCL-UK.

• Advised Sklar Corporation on its acquisition of a medical products distribution business.

• Represented E'town Water Company (NYSE: ETW)on its acquisition of a $12 million environmental services business.

• Advised a market research firm in a joint venture with VNU/Spectra.

Mergers & Acquisitions Case Study

Valuations

Private and public companies often require a third party's opinion of business value when contemplating mergers and acquisitions, shareholder buyouts, stock option/warrant pricing and ESOPs. The Woodward Group's valuation and negotiation expertise have increased purchase price offers by up to 50% for clients, created management incentive stock option plans where none existed previously, and eliminated warrant demands from investors.

In addition, as a result of the academic abilities of Woodward's professionals, clients are provided with leading edge research and valuation techniques, such as the emerging discipline of "optionality", where a company's set of business options are valued, thus addressing potential value which may not be fully reflected in a company's current or forecasted financial results.

Examples of valuations completed for clients include the following:

• Valuation of a radiation detection equipment manufacturing business for strategic planning purposes.

• Valuation of two publicly traded biotechnology companies, DNAP and Bionova Corporation, including allocation of purchase price proceeds amongst classes of stock.

• Valuation of Scion-Cardiovascular, Inc. in connection with tax-free spin-off.

• Valuation and recapitalization of Thomas Medical, a wholly owned subsidiary of Vital Signs, Inc (NASDAQ: VITL).

Valuations Case Study

Fairness Opinions

Woodward's publicly traded clients often require a fairness opinion when they are involved in transactions such as mergers, acquisitions, going-private transactions, tender offers, management buyouts and divestitures. An independent fairness opinion is especially crucial when:

• Management, members of the board or a controlling shareholder benefit from the proposed transaction;

• Minority shareholders are being bought out;

• The company's capital structure will significantly change following the proposed transaction;

• A tender offer, sale or merger transaction is conducted without an auction; or

• A fiduciary wants an independent advisor to support its actions.

Recent examples of fairness opinions rendered by Woodward include the following:

• Fairness opinion provided to the Board of Directors of Internet Gift Registries, Inc. in connection with a purchase of substantially all of its assets by a NYSE business.

• Fairness opinion provided to the Board of Directors of Sight Resource Corporation (NASDAQ: VISN) in connection with the merger of Eyeshop.com, Inc. into Sight Resource Corporation.

• Fairness opinion provided to the Board of Directors of Sklar Corporation, a NASDAQ traded medical products distribution business in connection with a proposed share buy-back to effect a going-private transaction.

Fairness Opinion Case Study

6 and 8 South Plum Street, Media, Pennsylvania 19063.   Copyright © 2008 Woodward Group