The Woodward Group, Ltd.

Recent News and Events

Fairness Opinions

Tender Offer

Woodward issued a fairness opinion to the Board of Directors of Meredith Enterprises, Inc. with respect to an unsolicited tender offer.  The substance of our work is contained within the Board's March 17, 2006 recommendation to shareholders, previously available through the company's web site.

Three-Way Merger

Woodward issued a fairness opinion, from a financial perspective, involving a merger of three businesses, two of which are public.  Woodward's opinion is referenced in a press release available through the American Stock Exchange.  click here to read full text.  This transaction closed March 6, 2006.

Recapitalization of a Publicly Traded Company

We are currently engaged by the Special Committee of the Board of Directors of a NASDAQ traded client in the Midwest to evaluate a potential recapitalization involving conversion of a complex tracking stock into common stock; Woodward has worked with and advised this client since 2003. 

Sale of Business Units

In January Woodward issued a fairness opinion to the Special Committee of the Board of Directors of an AMEX traded client based in Connecticut in connection with the sale of two of its business units.  Woodward also provided a fairness opinion to this client previously in connection with the conversion of subordinated notes into preferred stock. 

Valuations and Expert Witness Testimony

Determination of Fair Value for Short Form Cash-out Merger

Woodward determined the fair value of the equity of an East Coast malt beverage brewer in connection with a short-form cash out merger under Section 253 of the General Corporation Law of the State of Delaware.  Key elements of these analyses involved accurately addressing the difference between fair value and fair market value, particularly with respect to the applicability, or lack thereof, of minority, marketability and other related discounts in determining fair value.

Valuing Relative Costs of Debt and Equity

Woodward valued warrants, below market subordinated debt and payment-in-kind (PIK) interest conversion features for a NASDAQ traded client based in Massachusetts.  Woodward conducted valuations as of five different historical dates to indicate how values changed over time in connection with litigation before the Court of Chancery of the State of Delaware.  In addition to Woodward's expert report and analysis, William Latham and Tara Stephenson provided expert witness testimony in connection with this case.  

Valuing Common Stock

Woodward advised the Board of Directors of a privately owned company that develops and manufactures components for solar-generated power systems on fair value in connection with an offer by the company to redeem common stock. 

Determination of Fair Value of Equity of Global Pesticide Business

Woodward issued its expert report and opinion of value regarding a global pesticide manufacturer and distributor and provided expert witness testimony successfully defending this work in Delaware during a three-day arbitration proceeding in 2004.  We then provided advice regarding descriptions of this work in post hearing briefs during 2005.

Mergers & Acquisitions

Shareholder Buyout

Woodward is advising the owners of a 50% equity interest in an East coast food distribution business on the value, terms and financing of a potential purchase of up to 50% of the equity of the business.

Asian Acquisition

Woodward is advising a US based $62 million global manufacturer and distributor on the sale of its business in Asia.  We are negotiating with potential buyers that include government owned and de-nationalized Chinese trading companies in connection with a potential acquisition of this client and conducted meetings in Shanghai, China in August 2005.

Merger and Acquisition Advice

In addition, Woodward is advising an East Coast based, privately held client on the acquisition of a $55 million manufacturer in the Midwest.