INDEPENDENT / SECOND OPINIONS

A Corporate Governance Best Practice For Today’s Boards

More boards and special committees rely on M&A fairness opinions from Houlihan Lokey Howard & Zukin than
from any other investment bank. A fairness opinion rendered by Houlihan Lokey can provide additional integrity
to the transaction process which protects our client, its board of directors and constituents, and may also serve
to benefit all transaction participants post-closing. Recent scrutiny by regulatory agencies and the Delaware
courts has highlighted the importance of fairness opinions in M&A and other transactions.
Selected Recent M&A Fairness Opinions
Transaction Pending Transaction Pending

Albertson’s, Inc. has agreed to be

acquired by a consortium of investors GTECH Holdings Corporation has Arden Realty, Inc. has been acquired
consisting of SUPERVALU Inc.,
Cerberus Capital Management, L.P. agreed to be acquired by Lottomatica in a transaction involving
and CVS Corporation for S.p.A. for approximately $4.8 billion GE Real Estate and Trizec Properties,
approximately $17.4 billion Inc. for approximately $4.8 billion
We rendered a fairness opinion
We rendered a fairness opinion to the to the Board of Directors of We rendered a fairness opinion to the
Board of Directors of Albertson’s, Inc. GTECH Holdings Corporation. Board of Directors of Arden Realty, Inc.

Pactiv Corporation has sold Fortune Brands, Inc. has agreed to

SeeBeyond Technology substantially all of its North American acquire a portfolio of spirits and wine
Corporation has been acquired and European protective and flexible brands included in Pernod Ricard S.A.’s
by Sun Microsystems, Inc. for packaging businesses to an affiliate of acquisition of Allied Domecq plc for
approximately $383 million AEA Investors, LLC approximately $5 billion

We rendered a fairness opinion to We rendered a fairness opinion to the We rendered a fairness opinion to the
SeeBeyond Technology Corporation. Board of Directors of Pactiv Corporation. Board of Directors of Fortune Brands, Inc.

Ispat International N.V. has acquired

Water Pik Technologies, Inc. has LMN Holdings N.V. to form American Medical Security Group,
been acquired by the Carlyle Mittal Steel Company N.V. for Inc. has been acquired by
Venture Partners II, LP and Zodiac approximately $13.3 billion PacifiCare Health Systems, Inc.
for approximately $380 million for approximately $505 million
We rendered a fairness opinion
We rendered a fairness opinion to the Special Committee of the We rendered a fairness opinion to the
to the Board of Directors of Board of Managing Directors of Board of Directors of American Medical
Water Pik Technologies, Inc. Ispat International N.V. Security Group, Inc.

www.hlhz.com U.S. 800.788.5300 Europe +44 (0)20.7839.3355

MERGERS & ACQUISITIONS FINANCING FINANCIAL OPINIONS & ADVISORY SERVICES FINANCIAL RESTRUCTURING
Los Angeles New York Chicago San Francisco Minneapolis Washington, D.C. Dallas Atlanta London Paris Frankfurt
Houlihan Lokey Howard & Zukin and Houlihan Lokey are trade names for Houlihan, Lokey, Howard & Zukin, Inc. and its subsidiaries and affiliates which include: Houlihan Lokey Howard & Zukin Financial Advisors, Inc., a California corporation, a registered investment advisor, which provides
investment advisory, fairness opinion, solvency opinion, valuation opinion, restructuring advisory and portfolio management services; Houlihan Lokey Howard & Zukin Capital, Inc., a California corporation, a registered broker-dealer and SIPC member firm, which provides investment banking,
private placement, merger, acquisition and divestiture services; and Houlihan Lokey Howard & Zukin (Europe) Limited, a company incorporated in England which is authorized and regulated by the U.K. Financial Services Authority, which provides investment banking, restructuring advisory,
merger, acquisition and divestiture services, valuation opinion and private placement services. It is not known whether the listed clients approve or disapprove of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. or the advisory services provided. Publication #9335. 5/2006