11 slides from Telephone And Data Systems's proxy contest presentation, Sep 13, 2011
Slide 1: Benefits of Share Consolidation Amendment
Benefits of Share Consolidation Amendment
Slide 2: Important Information
IMPORTANT INFORMATION: The foregoing information is not a solicitation of a proxy from any TDS shareholder. This is being done only pursuant to a definitive proxy statement. Additional information relating to the foregoing is included in TDS' proxy materials filed with the SEC and distributed to sha
Slide 3: Additional Discussion on Rationale for 1-for-1 Ratio
Additional Discussion on Rationale for 1-for-1 Ratio The Common Shares and Special Common Shares have substantially identical rights with respect to dividends, merger consideration, liquidation and voting rights in the election of directors (where they elect 4 of the 12 directors). The difference in
Slide 4: Inconsequential Change to Voting Rights
Inconsequential Change to Voting Rights Current Voting Rights Voting Rights Post Amendment For Election of Directors Common and Special Common vote together for 4 of 12 Directors Series A vote for 8 of 12 Directors No change to voting rights Common (including previous holders of Special Common) cont
Slide 5: Value of Vote Versus Value of Liquidity
Value of Vote Versus Value of Liquidity Source: FactSet; Company Filings. Data as of 08/05/11. Note: Stocks listed above include stocks that have multiple classes of common shares that are listed and actively trading on major U.S. exchanges and are included in a major index, and have ADTV exceeding
Slide 6: Benefits accrue to holders of Common Shares
Benefits accrue to holders of Common Shares Benefit from enhanced liquidity of newly-consolidated Common Shares Gain right for a class vote to authorize additional publicly-traded shares Although holders of Common Shares have a class vote to authorize more Common Shares, currently holders of Series
Slide 7: Trading Volume Increased in Precedent Transactions
Trading Volume Increased in Precedent Transactions Source: Company Filings; Factset. (1) Includes 25.4 million shares issued to ConAgra related to acquisition of Chicken Division. (2) For the 12 months preceding announcement, ADTV was ~19k for the High Vote Class and ~17k for the Low Vote class. (3)
Slide 8: Academic Studies confirm that share combinations improve stock trading liquidity
Academic Studies confirm that share combinations improve stock trading liquidity 9 “No More Share Classes: A Study of U.S. Dual Class Stock Unifications,” 2008, by Jason Howell (Terry College of Business, University of Georgia) “The results of the liquidity analysis show firms who unify their dual s
Slide 9: 1-for-1 ratio is fair
1-for-1 ratio is fair Both share classes have equivalent economics: Equal dividend rights Equal merger consideration right Equal liquidation rights Consistent with similar transactions: Pilgrim's Pride J.M. Smuckers Company 10
Slide 10: Source: Company Filings; Factset. Announcement made on prior day after market close. 30 day
Source: Company Filings; Factset. Announcement made on prior day after market close. 30 day average ending the day before announcement. Assuming that members of the Smucker family and other directors and executive officers retain their shares for and after the expiration of the four-year holding per
Slide 11: Market Reaction Suggests Strong Likelihood of Approval
Market Reaction Suggests Strong Likelihood of Approval TDS $23.25 TDS.S $23.12 Daily TDS and TDS.S Stock Prices Since 8/03/11 Since the initial convergence, both classes have moved together (11.9%) (2.5%) (1.1%) (1.4%) (0.7%) (1.3%) (1.0%) (0.9%) (0.8%) (0.6%) % Discount of TDS.S $20.00 $22.00 $24.0