Arrowhead’s Buy-Side Services

The first element of our advisory services will be the review and confirmation of the Company’s business strategy and assistance in the development of an acquisition and divestiture strategy. We will challenge and contribute to the major tenets of each strategy such as the acquisition or further divestiture of core business companies or assets.

Our review will consider the need for the further penetration of existing or additional markets and for geographical diversification. In addition, Arrowhead will provide input on the acquisition strategy’s effect on the financial and operating criteria which we feel the capital markets utilize in valuing the Company both currently and prospectively. Our objective will be to advise the Company as to the business and acquisition/divestiture strategy which will best result in financial and operating characteristics that will maximize current shareholders’ value.

Arrowhead’s philosophy is to obtain a thorough understanding of your goals and sensitivities prior to commencing a project.

Upon determination of the Company’s acquisition strategy, Arrowhead will conduct a methodical and ongoing search to identify prospective candidates which meet the selected acquisition criteria. Such a search will draw upon the extensive knowledge of our professionals and will focus on the screening of both public and private companies that fall within the guidelines of defined acquisition criteria.

Arrowhead will also access readily available industry and corporate files and computer data bases in conjunction with the search. For those companies identified and of interest to the Company, we will accumulate the available pertinent information on the candidate and present such information to the Company in a concise and professional manner.

Upon identification of a candidate of interest to the Company, Arrowhead shall assist the Company in the preliminary analysis of the candidate and the combined companies including an analysis of pro forma historical and projected operating results, asset mix and capitalization. We will advise the Company on the potential effect of the combination in terms of achieving its long range strategy and its impact on the Company, in the near term, from a market valuation perspective.

Arrowhead shall assist the Company in negotiating and structuring an acquisition and shall advise the Company on the financial aspects of an acquisition.

Arrowhead shall act on behalf of the Company in approaching select candidates to ascertain their interest in exploring an acquisition by or combination with the Company.  Upon identification of a candidate acceptable to the Company, Arrowhead shall assist the Company in analyzing the fair market value of the candidate and in preparing a presentation to the Board of Directors of the candidate summarizing the proposed terms of an acquisition.

Upon execution of a letter of intent between the Company and a candidate regarding an acquisition, Arrowhead shall assist the Company in performing due diligence on the candidate and in performing such other related activities as may be necessary to complete an acquisition.  If requested by the Company, Arrowhead shall arrange or assist in arranging any financing that may be necessary in connection with an acquisition.