PPRREESSEENNTTAATTIIOONN OOFF
INVESTMENT BANKING
MELLON FINANCIAL CENTER AT ONE BOSTON PLACE 28TH FLOOR
201 WASHINGTON STREET BOSTON, MASSACHUSETTS 02108
TELEPHONE: 617••••367••••7300 FAX: 617••••367••••7301 www.newburypiret.com
Member of the NASD
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Newbury, Piret & Company, Inc. is one of New England’s leading private investment banking firms providing innovative solutions, exceptional
service and proven results for our clients in the United States and Europe for the past 22 years.
Since 1981, we have assisted growth companies in executing their
strategies through financing and strategic advisory services. We put our
clients first. Our single-minded dedication to making each client’s objectives
our top priority can have important benefits for you. Simply put – we succeed
when you receive the solution to your investment banking and capital needs.
Newbury, Piret’s team of experienced investment bankers and
professional advisors has the experience and dedicated focus to handle
complex financial transactions. The Firm provides clients with access to a
wealth of transaction experience along with industry operating experience and
personal networks enhanced by academic credentials from leading
universities including MIT, Harvard, Brown University, Georgetown, University
of Michigan, and the US Naval Academy.
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Located in the heart of Boston’s university, medical, and technology
communities, the Firm draws on its close affiliations with Harvard, MIT, leading
Boston hospitals and the medical community.
Our investment banking activities focus on expanding public and private
middle market companies in the Information Technology, Business Services,
Health Care & Life Sciences, Defense and Manufacturing industries. Our
objective is to establish long term relationships with our clients by providing high-
quality, value adding investment banking services. Our innovative financing and
strategic advisory solutions provide our clients with the competitive advantage
required by challenging market conditions.
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Our Services
Putting clients first means meeting your needs with intelligence and creativity
We pride ourselves on knowledge, flexibility and creativity. Our mission
is to bring you intelligent ideas for cost effective, innovative capital markets
solutions.
Combining industry knowledge with a sophisticated understanding of the
marketplace, we tailor programs to meet your short-and long-term financing
needs. At Newbury, Piret we have grown by building long-term relationships
with clients – working with them from their earliest funding stages throughout
their evolution to leadership in their respective industries.
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In keeping with this philosophy, the Firm provides to its public and private
corporate clients, a complete range of services including the following:
• Mergers, acquisitions and divestitures
• Private placement of equity and debt, including venture capital
• Corporate and strategic joint ventures, partnerships and licensing
programs
• Financial and strategic advisory services
• Leveraged and project financing
• Business valuations and fairness opinions
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Transaction Expertise
• Biotechnology
• Business Outsourcing
• Chemicals
• Defense
• Distribution of consumer and industrial products
• Electronics equipment and components
• Energy and Alternative Energy
• Engineering and business services
• Financial Services
• Food Processing
• Healthcare services
• Industrial equipment
• Information Technology and Software
• Internet and outline services
• Life Sciences
• Manufacturing
• Medical devices, products and instrument
• Telecommunications
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Mergers & Acquisitions
Utilizing our extensive experience, we discreetly and confidentially assist
our clients in identifying appropriate buyers, sellers or partners and in negotiating
the transaction price and terms.
Principal activities in this area include:
• Acquisition financing;
• Acquisition searches;
• Buy-Side & Sell-Side Advisory;
• Corporate joint ventures which may
include development, licensing and
distribution programs;
• Divestiture of a subsidiary or other
business unit;
• Leveraged Buy-Out;
• Management Buy-Out;
• Strategic partnership with marketing or production arrangements or license
agreements
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Representative M&A Clients
AAVIDENG. INC.
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Private Equity and Financing
Most growing companies do not have the time, the resources, or the
relationships to both effectively manage their rapidly changing business and
efficiently procure a major financing. The professionals at Newbury, Piret will
arrange private debt or equity financing with a growing range of capital sources,
including private equity funds, corporations, venture capitalists, finance
companies, hedge funds, leasing companies, banks, state or federal backed
programs, pension funds, insurance companies, and other lenders or specialized
funds.
We have obtained financing commitments for our clients in amounts
ranging from $3 million to over $100 million.
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Private Financing
We arrange:
• Bank Financing;
• Convertible preferred equity
• Corporate joint ventures which may include development, licensing or
distribution programs;
• Equity Lines of Credit;
• Expansion capital to support growth, acquisitions and capital improvements;
• Management Buy-out/Buy-in, liquidity;
• Mezzanine sub debt;
• Private investment public equity (“PIPES”);
• Project financing;
• Recapitalization, including ESOPs, to provide full or partial liquidity to
shareholders;
• Refinancing to obtain better rates, terms or expanded credit availability;
• Venture Capital
We determine the most attractive capital structure currently available in the marketplace, identify and approach the investors or lenders, negotiate the terms as advantageously as possible, and are responsible for the closing.
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Private Financing Institutional Sources
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Business Valuations & Financial Advisory
Newbury, Piret provides pragmatic independent advice on company
valuations and practical ways of optimizing shareholder value. Our opinions are
based upon experience with and active involvement in business sales and
financings, rather than relying primarily upon theoretical models.
Our services include:
• Capital requirements analysis and review of debt & equity financing alternatives;
• Consulting; • Due Diligence; • ESOP valuations; • Estate, gift, or income tax valuations; • Exit strategies for one or all of a company's shareholders; • Expert witness services; • FASB 141/142 Valuations; • In process research and development valuations; • Intangible asset valuations; • Licensing; • Liquidity; • Litigation support and expert testimony; • Minority interest values; • Recapitalizations and reorganizations; • Special situations; • Stock options, including pre-IPO, valuations; • Valuation Models
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Our extensive experience includes performing valuations and providing
financial advice to over 150 companies in a wide range of industries. We also
support our results by providing expert testimony and arbitration services or by
participating in negotiations, whenever appropriate.
Our Fairness Opinions provide comfort to Shareholders and their Boards of
Directors who are being asked to act on a transaction involving the sale or
merger of their company.
The dedication of our experienced professionals means that our clients
receive a professional comprehensive, cost effective report, in the shortest
possible time.
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Recent Valuation Clients
Centerstone Software
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The Newbury, Piret Team
Marguerite A. Piret President & CEO
Education � MBA, Harvard University � AB, Applied Mathematics and Biology, Division of Engineering and
Applied Sciences, Harvard University
Experience
� President & CEO, Newbury, Piret & Co., Inc. � Commercial loan officer, Bank of New England (now FleetBoston
Financial) � Independent Trustee and Chairman of Audit and Valuation
Committees, Pioneer Mutual Funds � Governor, Investment Company Institute, the organization of US
mutual fund management companies � Trustee, Boston Medical Center, a major teaching hospital formed
from the merger of Boston University Medical Center Hospital and Boston City Hospital
� Member, User Advisory Council, FASB (Financial Accounting
Standards Board)
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Hugh M. Taylor
Managing Director [email protected]
Experience
� Managing Director, Newbury, Piret & Co., Inc. � CEO for a commercial bank � Chairman of New England Capital Corporation (venture capital
company) � Executive Vice President and Senior Commercial Lender, Bank
of New England (now FleetBoston Financial) � Led Leveraged Buyout and Investment Banking groups, Bank of
New England � Created and managed the High Technology, Healthcare,
Communications and Energy Groups, Bank of New England
Education
� MBA, Finance, Wall Street Journal Scholar, Boston College � BS, Electrical Engineering, US Naval Academy
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Richard A. Vinci Managing Director
Education
� MBA, McDonough School of Business, Georgetown University � MSc, The Centre for Financial & Management Studies, The
University of London (UK), Financial Management, Class of 2004 � BS, Management, University of Michigan, AnnArbor
Experience
� Managing Director, Newbury, Piret & Co., Inc. � Senior Vice President, Investment Banking and Head of Private
Equity, for Daiwa Securities America Inc., New York. � Vice President, Investment Banking, Deutsche Banc Alex Brown,
Baltimore and New York � Vice President, Finance, Warren Buffet/Berkshire Hathoway
subsidiary company � Adjunct Lecturer – DuPree College of Management Georgia
Institute of Technology
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John J. Piret Managing Director
Education � D.Sc., Physical Sciences, Ecole des Mines (ENSMP), Paris, France � MSc, Sloan School of Management, MIT � MSc, Chemical Engineering, MIT � AB, Applied Mathematics, Division of Engineering and Applied
Sciences, Harvard University
Experience � Managing Director, Newbury, Piret & Co., Inc. � President and founder, Corion Technologies Inc., a manufacturer of
electrostatic equipment for the process and defense industries � Vice President/Technology, Advanced Energy Technology � Project Evaluation Engineer, Texen Resources Inc. � Lecturer, Chemical & Mining Engineering, University of Wisconsin,
Madison � Director, Nascent Technology Corporation, an avionics technology
company from MIT
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Alan V. Fullerton Vice President
Experience
� Vice President, Newbury, Piret & Co., Inc.
� Project manager, TASC, an engineering and IT consulting firm
Education � MBA, Ecole Nationale des Ponts et Chaussées, Paris France � MSc, Electrical Engineering, Brown University
� BSc, Mechanical Engineering, MIT
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Michael S. Chasan Research Director
Education � MS, Management and Finance, MIT � BS, Mathematics, MIT � Chartered Financial Analyst, (CFA)
Experience � Research Director, Newbury, Piret & Co., Inc.
� Thirty years experience in computer systems industry � Independent Consultant in computer systems Waters
Associates, Inc. - Director of International Systems � Digital Equipment Corporation - Manager of Product Systems
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Yiannis Rexinis Valuation Advisor
Education � MBA, Finance and Accounting, Boston College � BS, Management, Northeastern University � Level 2 candidate for the CFA designation
Experience � Valuation Advisor and Associate, Newbury, Piret & Co. Inc. � Business Development Manager, LOBBY7, Inc., a wireless
software and strategy consulting firm � Senior Associate – Corporate Value Consulting,
PricewaterhouseCoopers, LLP
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Selected Transactions & Financial Advisory Client Company Business Solutions/Service Results
MERGERS & ACQUISITIONS
The world’s largest manufacturer of plastification components. The company is the leading producer of barrels and screws for the injection and extrusion markets.
Newbury, Piret acted as the exclusive financial advisor for Xaloy to acquire New Castle Industries, its #2 competitor.
Enhanced cash flow through consolidation of operations. Clear market leadership established in the United States.
Distributor of hotel rooms sold to corporations and associations under pre-arranged contracts.
GeniSpace, with Nautic Partners and Newbury, Piret acquired Corporate Lodging Consultants, the world’s single largest purchaser of hotel rooms
Company took the first step in consolidating its rapidly growing industry
Leading systems integration and
software provider to the defense industry for intelligence, reconnaissance, and surveillance
Divestiture – Sell-side representation
Company was sold for a valuation in excess of twice the financial value
Full service provider of information technology consulting and software services to leading corporations and government clients worldwide
Private Placement leading to Divestiture
Private placement migrated to sale with management team remaining in place
.
Interface (Nasdaq: INTF) specializes in internet bill presentment
Sale to Tumbleweed Communications (Nasdaq: TMWD) for $83 million and fairness opinion to Interface
Corporate Buyer
Two UHF television stations Acquisition of WQTV, Channel
68, Boston, Mass. from Monitor Television, Inc. (a Christian Science Church affiliate) & WCVX-TV, Channel 58, Vineyard Haven, Mass. from Cape Television, Inc.
Corporate Investor/Buyer
Printed Circuit Board manufacturing
division
Sale of $100 million PCB division to Tyco International
Sale accompanied by long term supply contract
Industry leader and distributor in eggplant products.
Sale of business and assets to Dominex, L.C.
A.L.E SYSTEMS, INC.
Power supplies manufacturer with a dominant position in the medical laser market
Sale to Electronic Measurements, Inc., a Berwind company
Corporate Investor/Buyer
FEDERAL DISTILLERS, INC.
Distillery Sale to White Rock Distillers, Inc.
Corporate Buyer
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Commercial bank buys co-operative bank
Purchase of Granite Co-Operative Bank
Corporate Bank
MOTTS HOLDINGS, INC.
Insurance Acquired company is a provider of non-standard automobile insurance in the Mid-Atlantic region
Private Buyer
Manufacturer of teleradiology and PACS equipment and software
Sold to venture-backed Access Radiology
Negotiated deal within parent company’s timeline
PACS & Teleradiology
Sale of Raytheon’s E-Systems Medical Electronics Division, a leader in the Picture Archiving and Communications Systems (PACS) and Teleradiology industry
Sale to a strategic buyer in the industry
Ophthalmic Devices Sale of this developer of a Scanning Laser Ophthalmoscope for application in both diagnostic and therapeutic procedures
Intellectual property was licensed to a major industry player
Developer of minimally invasive surgical instruments
Sale of a laparoscopic line of instruments, and a capital raising for the bi-polar line of surgical scissors
Strategic buyer located in the U.K.
Medical device & associated disposables
Sale to Microtek Medical, Inc., a NASDAQ listed company
Corporate Investor/Buyer
Monsanto Company specializes in
biotechnology & plant genetics Acquisition of Morstar A. S., a Czech Republic seed breeding and distribution company
European Counter Party Corporate Investor/Buyer Intangible Technology Asset Valuation
Liquid resin casting plastics manufacturer selling to makers of medical instruments and devices, and of semiconductor manufacturing equipment
Sale to North American Business Development Companies, LLC
Private Equity Capital Institutional Investor
ROYAL BUSINESS GROUP, INC.
Pre-printed forms manufacturer Sale to unified Data Products Corporation
Corporate Buyer
The world's largest manufacturer of
sunglass polarizer Divestiture – Sell-side representation
Proprietary technology, with strict non-disclosure and close supervision by CEO
Metalized Materials Business Group Divestiture & sale to The Laird Group, a UK-based diversified manufacturer listed on the London Stock Exchange
European Counter Party Corporate Investor/Buyer Intangible Technology Asset Valuation
CLAREMONT FLOCK
Leading manufacturer of flock for the automotive industry worldwide.
Acquired the Swiss-based Filtec Flock division of Rhone-Poulenc S.A./ Rhodia
Corporate Investor/Buyer
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FINANCINGS
Outsourced services for the production and fulfillment of software products and associated information for software/hardware companies
Private placement of $30 million equity
Private Equity Capital Institutional Investor
Insurance Holdings of America, LLC
Internet business to business service provider
Private placement of preferred stock with Firemark Global Equity Fund, Charles River Ventures and Sanders Partnership
Private Equity Capital Institutional Investor Intangible Technology Asset Valuation
TeleQu
est
Teleradiology: digital imaging and telecomm transmission
Venture financing by Fidelity Venture Partners for remote sites by a consortium of five major teaching hospitals
Private Equity Capital Institutional Investor Intangible Technology Asset Valuation
AAVID ENGINEERING, INC.
Manufacturer of heat sinks LBO financed by TIAA – CREF, Trust Company of the West and Security Pacific National Bank
Private Equity Capital Institutional Investors
Clinical performance measurement based on a proprietary medical database
Company services were exceeding company’s capacity and required equity financing
Company continued its rapid expansion and was sold to TA Associates
Waltham Beef Company Inc. is a processed food manufacturer.
LBO with funds from Nations Bank & Seacoast Capital Partners
Private Equity Capital Institutional Investors
L’ENERGIA, L.P. Gas fired cogeneration facility $96 million raised from Banque Paribus, New York, and Sibag Investments, a unit of Siemens
Project financing
Alexander Energy Corporation is an oil & gas company
$5 million senior unsecured notes with warrants
Private Equity Capital Institutional Investors
Dietrich Resources Corporation is an oil & gas company
$6 million senior secured notes with warrants
Private Equity Capital Institutional Investors
SUMMIT ACQUISITION CORPORATION
Paging communications company MBO with $6.5 million revolving line, $3 million subordinated notes and $500,000 convertible notes
Private Equity Capital Institutional Investors
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FINANCIAL ADVISORY SERVICES
North America’s largest equipment rental source, offers over 600 different types of equipment
Provided client with a range of potential financial investment values for negotiation purposes
Valuation
Designer, manufacturer and marketer of advanced flywheel technology products for energy storage and power quality applications
Advised board on adoption of a shareholders’ rights plan
Valuation
Total solutions provider for e-Customer
Relationship Management (“eCRM”) applications and supporting IT infrastructure
Valuation to spin Akibia off from its parent PSI Holding Group
Valuation
ACCESS SOLUTIONS INTERNATIONAL, INC.
Electronic document management software
Acquisition valuation of PaperClip Software, Inc.
Intangible Technology Asset Valuation
AQUIDNECK SYSTEMS INTERNATIONAL, INC., NOW ACCESS SOLUTIONS INTERNATIONAL, INC.
Computer optical data storage & retrieval systems provider
“Cheap” stock option valuation for company about to go public (to satisfy SEC requirements)
Intangible Technology Asset Valuation
Large-scale contract manufacturer selling to electronics OEM market
“Cheap” stock option valuation for company about to go public (to satisfy SEC requirements)
Company valuation
Combinatorial chemistry pharmaceuticals Pre-IPO “Cheap” stock option valuation for company (to satisfy SEC requirements)
Intangible Technology Asset Valuation
AMRAY CORPORATION
Designer & manufacturer of electron microscopes
Gift tax valuation
GRASS INSTRUMENT
Medical diagnostic instruments for neurological conditions
Valuation Estate tax valuation