On page 23, the $43.50 transaction price is within the DCF range and higher than the publicly traded comparable companies and precedent transaction multiple implied valuations. However, the price is 15.5% lower than the 52 week high of the stand alone trading price. If you were the investment banker, why would you advise the Special Committee that this is not concerning in this fact pattern? Why might the stock be trading at $55.52 at the time but that is not a price that the Special Committee should demand in a transaction now? HINT: page 11

Valuation Summary (b) Takeover valuation. 23|LAZARD For more investment banking materials, visi1 iParment III VALUATION Stock Price Performance Since IPO STOCK PRICE PERFORMANCE Sonte: FactSet (12/22/05). 11 LAZARD