19 slides from Pursuit Attractions And Hospitality's proxy contest presentation, Apr 27, 2012
Slide 1: Schedule 14A Information - Viad Corp
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preli
Slide 2: Proxy filing information
(2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:
Slide 3: Investor Presentation: Proposal 5 – Approval of the Amended and Restated Rights Agreement
Investor Presentation Proposal 5 – Approval of the Amended and Restated Rights Agreement May 2012
Slide 4: Forward-Looking Statements
Forward As document estimates, improvements, Actual disasters, industry deterioration marketplace information reports Information by looking 2 the provided Company, results filed statements, alliances, Looking gains includes projections, concerning about with and by incould ongoing and the other kee
Slide 5: Additional Information and Important Information
Additional INVESTORS IMPORTANT Copies Participants 207-2681. The proposals information at 3 theCompany, Company Company’s of being the Information regarding inproxy ARE INFORMATION. has the its voted 2012 website directors, Solicitation filed URGED statement on the Annual and a at definitive direct
Slide 6: Viad Corp Company Overview
Company Europe Viad Maximizing Maintaining Realizing 4 Corp is focused andgrowth Overview isthe ashareholder anstrong United on: S&P opportunities balance SmallCap Arab value Emirates. sheet 600 company comprised of businesses that provide high-quality marketing and event services as well as travel
Slide 7: Business Overview
Business Marketing measurement Travel Comprised hotels, 5 & lodges Groups Recreation &ofEvents services Global Brewster and motor Group Experience with Travel inns; an unparalleled recreational Canada, Specialists Glacier attractions; global andPark, affiliates reach Inc. transportation and (GES), A
Slide 8: Marketing & Events Group Strengths
Marketing Leading Strengths Global Long-term Good 6 customer reach market & contracts Events and positions industry and Group strong in the diversity backlog U.S., Canada, of business the United (typical Kingdom contractand length the United is 3—5Arab years) Emirates
Slide 9: Travel & Recreation Group Strengths
Travel Strong Strengths Exclusive One-of-a-kind Largest One Minimal 7 of & operating three concessionaire competitor-driven Recreation andinholdings unique attractions margins Group services ininGlacier Denali pricingNational pressurePark (Montana) and Preserve (Alaska)
Slide 10: Financial Performance
Financial Viad * 8 Adjusted has demonstrated Performance EBITDA and solid Income growth Before in revenues Other Items and profits per Share since arethe non-GAAP last recessionary measures. downturn Refer toand theisAppendix poised forforcontinued reconciliations growthof these non-GAAP measures to
Slide 11: Significant Value Creation Actions
Value 2011 Significant Due In Marketing Travel Focus LEAN service increasing and 9 2012, drive towas Creating on &–organic delivery, Viad Continue Recreation improving economies aeconomies &income year Events will Actions growth of including continue to growth per margins/profitability Group of driv
Slide 12: Background: Rights Plan and Standstill Agreement
Background Rights 19.56% Management Standstill outstanding After Viad’s While as If * Marathon 10 In approved, not a matter a consideration, approved, Schedule shareholder Board plan ofwould has Viad’s of was common the ofattempted of good gradually Our 13G/A Directors amended adopted ithave shares
Slide 13: Rationale for the Amended Rights Plan
Rationale 19.56% The Assist protect Encourage maximize Prevent 11 general amended rights the against creeping offor Board shareholder plan Viad’s anyone takeover Maintaining rights abusive will to acquisitions shares seeking enable not plan environment value takeover prevent are continues aall toRig
Slide 14: Shareholder-Friendly Elements of the Amended Rights Plan
Shareholder With “Qualifying Periodic Requires Three-year The 12 rights the assessment best shareholder plan term, offer” Friendly interests does if clause approved by not approval Elements ofcommittee prevent Viad’s byor of shareholders awill Amended takeover of independent expireRights in in (expi
Slide 15: Viad's Rights Plan Compares Favorably
Viad’s ISS year Qualifying takeover was equal * 13AsRights amended term set treatment Plan forth proposal ifPlan* Offer offer Compares not in andin ratified ISS’ clause Clause: Viad restated. but the2012 in event Favorably Amended allows ^response If Periodic U.S. The board of 10% any rights Proxy R
Slide 16: Long History of Strong Corporate Governance
Long Board Nine All Presiding Strong Management Incentive Shareholders Always Viad’s 14 Committees out History of success and HonestSM of Directors plans Director experienced ten compensation approved ofismembers are of Excellent driven (Lead the tied Compliance Board the to management by Independen
Slide 17: Board unanimously recommends vote FOR the amended rights plan
Viad’s Board of Directors unanimously recommends that shareholders vote FOR approval of the amended and restated rights plan 15
Slide 18: Appendix
16 Appendix
Slide 19: Non-GAAP Reconciliation
Reconciliation tax $(104,711) (4.92) dilutive 17 benefit (0.01)—Restructuring shares (expense) $443outstanding of$9,210 Adjusted Non-GAAP 28,639 Reconciliation EBITDA (in(1,742) charges, Measures thousands) (3,888) (in net of thousands) of 19,960 Income tax Depreciation (0.43) 20,277 (Loss) 2009 (0.