11 slides from Telephone And Data Systems's proxy contest presentation, Sep 29, 2011
Slide 1: Share Reclassification Update
Share Reclassification Update
Slide 2: Safe Harbor Statement
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this presentation, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates and expectati
Slide 3: 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 4: Introduction
Introduction On August 8, 2011, Telephone and Data Systems, Inc. announced its plan to reclassify the Special Common Shares (TDS.S) into Common Shares (TDS) on a 1:1 basis Increased public float and liquidity Reduced complexity, which could broaden the investor base On September 23, 2011, Glass Lewi
Slide 5: 1. Zero Sum Game?
1. Zero Sum Game? Analyzed three precedent reclassification transactions in which (i) the low-vote stock traded at a discount to the high vote stock prior to the reclassification; (ii) there was no change of control or loss of significant control by an existing shareholder in connection with the tra
Slide 6: 1. Zero Sum Game: Was the TDS Value Too High?
1. Zero Sum Game: Was the TDS Value Too High? Source: Company Filings; TDS Management; FactSet. Note: Market data as of 08/05/2011. Balance sheet data as of 03/31/2011, pro-forma for subsequent events noted in footnote (1) . (1) TDS debt pro-forma for U.S. Cellular’s $342mm May issuance net of the r
Slide 7: 2. TDS Market Performance
2. TDS Market Performance ISS noted that the TDS Common has declined in excess of various market indices Declines cited as proof that a reclassification is a zero sum game However, volatility in the wireless arena has been unusually high in light of market developments and the 2Q earnings announceme
Slide 8: 3. "Market" Exchange Ratio
3. “Market” Exchange Ratio The J.M. Smucker Co. (Announced: May 16, 2000): One-for-One ISS recommended voting in favor of the transaction based on a one-for-one exchange ratio The high-vote shares traded at a 17.1% premium to the low-vote shares on the day prior to announcement “Based on the more eq
Slide 9: 3. "Market" Exchange Ratio (cont'd)
3. “Market” Exchange Ratio (cont’d) Jo-Ann Stores, Inc. (Announced: May 20, 2003): Market ISS recommended that the voting Class A shareholders vote for the transaction and the non-voting Class B shareholders vote against the transaction The proposal was to reclassify each Class A common share (one v
Slide 10: 4. Other Considerations
4. Other Considerations ISS noted that the ongoing risk of dilution did not appear to be immediate or significant In addition, ISS noted that while the current capital structure is not optimal, the company has lived with the status quo for six years If the reclassification does not occur, future tra
Slide 11: Why is 1:1 Appropriate?
Why is 1:1 Appropriate? Consistent with the fundamental economic rights of each class Consistent with precedent transactions We believe the proposals will benefit all shareholders significantly Proposal has the support of the majority shareholder The TDS Board of Directors unanimously approved the a