Conmed Corporation · NYSE:CNMD

Conmed — Proxy Contest (August 2014)

10 slides from Conmed's proxy contest presentation, Aug 26, 2014

  1. Slide 1: Voce Capital Management

    vocecapital research | management © Voce Capital Management; August 2014 vocecapital research | management 0

  2. Slide 2: CONMED Corporation: Correcting the Record

    CONMED Corporation: Correcting the Record August 2014 vocecapital research | management

  3. Slide 3: Summary

    Summary  ConMed filed an investor presentation after market-close on August 22, 2014  Voce believes the Board's analysis is misleading in many regards  Overstates ConMed’s revenue growth and EBITDA margin improvement by:  Choosing 2009 (trough year) as its starting point  Failing to include 201

  4. Slide 4: Overstated revenue growth

    Overstated revenue growth ConMed’s portrayal $800 $767 $763 $750 $725 $714 $mm $695 $700 $650 $600 2009A 2010A 2011A 2012A 2013A Reality 6 Year CAGR: (0.0%) $800 $767 $763 $742 $740 $750 $725 $714 $mm $695 $700 $650 $600 2008A 2009A 2010A 2011A 2012A 2013A 2014E ¹ Notes: Includes inorganic growth. E

  5. Slide 5: Inflated EBITDA margin improvement

    Inflated EBITDA margin improvement ConMed’s portrayal Reality Approximately flat margins 20% 17.4% 18.0% 15.7% 16.0% 15.3% 14.7% 15% 13.3% 10% 5% 0% 2008 2009 2010 2011 2012 2013 PF 2013 ¹ 1. Adjusted for (a) MTF acquisition which, due to unusual accounting treatment, results in revenue to ConMed at

  6. Slide 6: Shameless cherry-picking

    Shameless cherry-picking  ConMed chooses a favorable peer set to flatter its relative performance  The Board ignores its own previous objective "peer sets"  Public orthopedic competitors mentioned in ConMed’s previous 10-Ks  Peers from 2013 proxy statement  Most recent proxy peer group selected

  7. Slide 7: Peer selection case study: THOR vs. HTWR

    Peer selection case study: THOR vs. HTWR Two very similar companies: THOR is included in ConMed’s self-defined peer group; HTWR is excluded M a rk e t Cardiac: Ventricular Assisted Devices Cardiac: Ventricular Assisted Devices M a rk e t C a p $1.4 billion $1.4 billion M a rk e t P o s it io n #1 St

  8. Slide 8: Misleading assertions about settlement discussions

    Misleading assertions about settlement discussions ConMed’s Assertion Reality  CONMED desires to “settle with Voce Capital in order to focus on  Misleading. ConMed failed to accept Voce’s offer to settle by appointing execution” and wishes “to avoid the distraction of a proxy contest”1 two indepen

  9. Slide 9: The choice for shareholders remains the same

    The choice for shareholders remains the same Execution and Performance Culture: Product Development, Operations and Sales & Marketing Jim Green Jo Ann Golden  Medtech public company  Retired accountant CEO  Duplicative experience with  Product development and M. Tryniski operations expertise  1

  10. Slide 10: Legal Disclaimer

    Legal Disclaimer THIS PRESENTATION INCLUDES INFORMATION BASED ON DATA FOUND IN FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INDEPENDENT INDUSTRY PUBLICATIONS AND OTHER SOURCES. ALTHOUGH VOCE CAPITAL MANAGEMENT LLC, ITS AFFILIATES AND NOMINEES (THE “PARTICIPANTS”) BELIEVE THAT THE DATA IS REL

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