Slide 1: Schedule 14A Proxy Statement Information
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate b
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Slide 3: Investor Update August 2014
[= CONMED Investor Update August 2014
Slide 4: Table of Contents
Table of Contents 1 Executive Summary 3 2 CONMED Overview and Performance 6 3 CONMED Strengths and Opportunities 13 4 Exploration of Strategic Alternatives 17 5 Sweeping Changes Since the Last Annual Meeting 20 6 Voce Has No Strategy and No Interest in Engagement 24 2
Slide 5: Executive Summary
[= CONMED 1 Executive Summary
Slide 6: Executive Summary
Executive Summary CONMED is a Leader in Global Medical Technology for Orthopedic and General Surgery Past performance in line to below consensus. New leadership recognizes the potential for meaningful improvement CONMED Has Implemented Sweeping Governance Changes Since the Last Annual Meeting Board
Slide 7: Executive Summary
Executive Summary Is more Board change warranted at CONMED at this time? No. And here’s why… The CONMED Board has made sweeping changes since the last annual meeting that dramatically disrupted the “status quo” and put the Company on a path to deliver greater shareholder value Nominated a slate of h
Slide 8: CONMED Overview and Performance
2 CONMED Overview and Performance
Slide 9: CONMED Has a Leading Presence in the Global Medical Technology Market
CONMED Has a Leading Presence in the Global Medical Technology Market Company Overview Global Presence Founded in 1973 in Utica, NY, CONMED is a global medical technology Direct sales to 17 countries and indirect sales to more than 100 organization with ~3,600 employees and sales across six continen
Slide 10: CONMED Enjoys Strong Brand Recognition and Has an Attractive Product Mix
CONMED Enjoys Strong Brand Recognition and Has an Attractive Product Mix Strong Brand Recognition Attractive Product Mix CONMED key brands are well known to physicians and purchasing Over 80% of CONMED total revenue is generated by single-use managers disposable products Hall is one of the most resp
Slide 11: Strong, Broad Product Portfolio
Strong, Broad Product Portfolio Orthopedic Surgery and Surgical Visualization Description Key Products Devices for repair of soft tissue injuries in joints, Shoulder anchors particularly the knee and shoulder; also includes revenue Bioabsorable, PEEK and metal screws from promoting allograft tissue
Slide 12: Strong, Broad Product Portfolio (Cont'd)
Strong, Broad Product Portfolio (Cont’d) General Surgery Description Key Products Devices using Radio Frequency (RF) energy to affect tissue by Electrosurgical pencils, ground pads, generators and smoke Advanced Energy cutting, sealing or causing hemostasis in open or minimally evacuation invasive p
Slide 13: CONMED Comparative Total Shareholder Return
CONMED Comparative Total Shareholder Return Last Five-Years Total Last Three-Years Total Last One-Years Total Shareholder Return Shareholder Return Shareholder Return CNMD 122% S&P 500 88% CNMD 23% Russell 121% Russell 23% S&P 500 2000 2000 86% Peer S&P 500 121% CNMD 79% Average (1) 19% Peer Peer Ru
Slide 14: Performance Has Been Improving But We Are Committed to Doing Better
Performance Has Been Improving But We Are Committed to Doing Better Revenue Adj. EBITDA (1) (2) $150 $134 $137 30% $800 $767 $763 125 $116 25% $714 $725 $105 $695 100 $92 20% 700 75 15% 17.4% 18.0% 50 14.7% 16.0% 10% 600 13.3% 25 5% 500 0 0% 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Adj. Inc
Slide 15: CONMED Strengths and Opportunities
3 CONMED Strengths and Opportunities
Slide 16: CONMED is Entering a New Era of Performance-Focused Management
CONMED is Entering a New Era of Performance-Focused Management Joseph Corasanti stepped down as Chief Executive Officer, President and a member of the Board of Directors on July 23, 2014 Search underway for a permanent Chief Executive Officer Led by five independent directors Curt Hartman appointed
Slide 17: CONMED's Strengths
CONMED’s Strengths Growing End-Markets Sport Medicine: 5-6%; Power Surgical: 3-4%; Various General Surgery markets: 2-5% Strong Brand Recognition with Leading Market Positions Hall is one of the most respected powered instruments brands in the market with over 50 years in use Linvatec is a leading b
Slide 18: CONMED Plans to Capitalize on Opportunities for Improvement
CONMED Plans to Capitalize on Opportunities for Improvement Opportunities The New CONMED’s Answers Domestic sales have been declining for several Reevaluate commercial strategy and improve the years alignment of the US selling structure to better Underperforming the market and peers reflect the need
Slide 19: Exploration of Strategic Alternatives
4 Exploration of Strategic Alternatives
Slide 20: Exploration of Strategic Alternatives
Exploration of Strategic Alternatives As part of an initiative to maximize shareholder value, the CONMED Board, with the help of outside advisors, evaluated a range of strategic alternatives, including a sale of the Company in parts or whole The Company evaluated each alternative and, on the basis o
Slide 21: Exploration of Strategic Alternatives
Exploration of Strategic Alternatives The Board of Directors determined that the various strategic alternatives available at that time did not adequately reflect the intrinsic value of the Company or its future growth prospects The Board unanimously decided to terminate the process at that time and
Slide 22: Sweeping Changes Since the Last Annual Meeting
5 Sweeping Changes Since the Last Annual Meeting
Slide 23: The CONMED Board Has Significantly Reconstituted Itself Since the Last Annual Meeting
The CONMED Board Has Significantly Reconstituted Itself Since the Last Annual Meeting The CONMED Board implemented changes in consultation with some of the Company’s largest shareholders as a result of a process that began in late 2012 Departures Additions Joseph Corasanti resigned as Brian Concanno
Slide 24: Implemented Additional Meaningful Corporate Governance Changes
Implemented Additional Meaningful Corporate Governance Changes Appointed independent director, Mark Tryniski, as Chairman of the Board in March 2014 Formed an executive search committee comprised of five independent directors, including three new directors, to identify a permanent CEO Installed new
Slide 25: CONMED's Current Board: Engaged, Experienced, and Highly Qualified
CONMED’s Current Board: Engaged, Experienced, and Highly Qualified Brian Concannon Charles Farkas Jo Ann Golden Curt Hartman President and CEO of Senior Partner at Bain & Certified Public Accountant Former Interim CEO and medical device company Company, Former North and retired Managing CFO of Stryk
Slide 26: Voce Has No Strategy and No Interest in Engagement
6 Voce Has No Strategy and No Interest in Engagement
Slide 27: CONMED Has Attempted to Work Constructively with Voce
CONMED Has Attempted to Work Constructively with Voce CONMED has attempted to engage in constructive discussions with Voce over the past 12 months to better understand its views and explain the changes we have made Despite these significant changes and CONMED’s efforts over the last five months to r
Slide 28: Voce's Interests are NOT Aligned with ALL CONMED Shareholders
Voce’s Interests are NOT Aligned with ALL CONMED Shareholders X Voce owns less than 0.5% of the Company’s outstanding common stock and is seeking three seats on the board, or 37.5%, which is grossly disproportionate to its ownership stake Of note, Coppersmith received two Board seats with 6.0% owner
Slide 29: Conclusion
Conclusion CONMED’s Board is new, independent and accountable to shareholders Significant additional corporate governance changes have been made since the last annual meeting CONMED’s director nominees have diverse and proven leadership experience with investor, medical device and orthopedic industr
Slide 30: Vote the GOLD Proxy Card Today
Vote the GOLD Proxy Card Today The Board unanimously recommends that shareholders vote FOR ALL of CONMED’s experienced and highly qualified director nominees 28
Slide 31: Forward Looking Statements and Additional Information
Forward Looking Statements and Additional Information Forward Looking Information This presentation contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions