EX-99.C.III 2 y85077exv99wcwiii.htm EX-99.C.III exv99wcwiii
Exhibit (c)(iii)
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PRELIMINARY & CONFIDENTIAL Project Escalator Discussion Materials Prepared for the Special Committee of the Board of Directors May 6, 2010

 


 

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PRELIMINARY & CONFIDENTIAL Disclaimer This presentation has been prepared on a confidential basis solely for the exclusive use and benefit of the intended recipient. The information contained in this document is confidential and may not be disseminated, distributed or reviewed without the express written consent of Moelis & Company (“Moelis”). If the recipient of this document is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this document is strictly prohibited and you are required to either destroy or return this document to Moelis. This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. “George” or the “Company” should consult its own counsel, tax and other advisors as to legal and related matters concerning any transaction described herein. This presentation does not purport to be all-inclusive or to contain all of the information that the Company may require. No decision on the transaction referred to herein or any other transaction should be based solely on the information in this presentation. In this presentation, Moelis made many assumptions with respect to industry performance, general business and economic conditions and other matters. All projections were prepared by the Company. Any estimates contained in these analyses — whether expressed or implied — are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth herein. Moelis reserves rights to change any or all of the estimations, proposals, or recommendations offered herein as a result of any changes in the above referenced information, market factors or at its discretion.

 


 

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PRELIMINARY & CONFIDENTIAL Table of Contents I. Situation Overview II. Overview of Potential Transaction III. Valuation Framework IV. Next Steps and Key Process Considerations Appendix A —Synergy Analysis Detail Appendix B — Economic Accretion / Dilution Sensitivity Analysis Appendix C —Special Committee Follow-up Requests

 


 

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PRELIMINARY & CONFIDENTIAL I. Situation Overview

 


 

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PRELIMINARY & CONFIDENTIAL Situation Overview Moelis & Company appreciates the opportunity to meet with the Special Committee of the Board of Directors (the “Special Committee”) of George and looks forward to continuing our engagement to discuss George’s current outlook and potential strategic alternatives George’s stock price has underperformed relative to asset management industry peers — Stock price trading at 70% of 52-week high (median of peers is 90.2%) — Market has reacted negatively to operating expense levels Moelis & Company understands that a transaction between George and Melvin was explored in March 2010 — However, due to information leaks, the transaction was terminated on March 26th The Company has recently received renewed in-bound interest from Melvin in the form of an Initial Indication of Interest — Implied valuation of $1.4 billion Enterprise Value based on Melvin Indication of Interest — Melvin has asked for an expedited diligence and closing process Several alternatives are available to George for the Special Committee to consider — Continue to execute on current strategy — Continue exclusive discussions with Melvin — Consider go-shop or other market check — Conduct a controlled/focused sale process with all bidders (including Melvin) receiving the same access [ 5 ] Note: Market data as of May 4, 2010

 


 

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PRELIMINARY & CONFIDENTIAL Overview of Melvin’s Indication of Interest SUMMARY PURCHASE PRICE CALCULATION ($MM, ex. Per Share) On April 28, 2010, Melvin submitted a non-binding Indication Per Share Purchase Price — Non-Controlling Holders $3.75 of Interest regarding an acquisition of George with the Per Share Purchase Price — Controlling Holders $3.40 Per Share Purchase Price — Wtd. Avg. Overall $3.60 following terms: Non-Controlling Shares 152 — Stock consideration at an exchange ratio of $3.40 per share Shares Underlying Convertible Debt 69 given to Controlling Holders of George(1) Controlling Shares(1) 167 Total Shares Including Shares Underlying Convertible Debt 389 — Cash consideration of $3.75 per share given to Non- Equity Purchase Price — Non-Controlling Holders (Cash) $570.3 Controlling Holders of George common stock and Equity Purchase Price — Shares Underlying Convertible Debt (Cash) 258.8 convertible notes in a one-step merger Equity Purchase Price — Controlling Holders (Melvin Stock) 569.5 Implied Equity Value $1,398.6 - Melvin intends to pay the entire cash consideration portion Plus: Debt $305.2 from its existing cash resources Less: Cash (263.8) Total Enterprise Value $1,439.9 The preliminary Indication of Interest is subject to customary TEV / 2010E EBITDA ($86)(2) 16.8x due diligence TEV / 2011E EBITDA ($154) (2) 9.4x Melvin indicated it is able to conclude diligence, enter into a definitive agreement and announce the proposed transaction no later than May 26th to coincide with the announcement of its annual results [ 6 ] (1) Controlling Holders defined as certain senior management members (including any vehicles and trusts) and U.S. based employee stockholders who are accredited investors under U.S. federal securities laws (2) George’s 2010E and 2011E EBITDA are equal to operating income per Credit Suisse research. Operating income is used as a proxy for EBITDA

 


 

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PRELIMINARY & CONFIDENTIAL Key Considerations The Special Committee should consider strategic alternatives as part of its analysis of the proposed transaction with Melvin Primary considerations — Determine the extent to which remaining as an independent company is reasonably likely to drive a stronger valuation than currently reflected in the stock — Determine whether the proposed transaction with Melvin delivers a value greater than the stand alone value for George - Evaluate if there are any other logical buyers that could reasonably deliver a superior proposal The potential stand-alone value for George should be balanced against the risks of achieving such value — It should be noted that the market does not share this view, as analyst target prices show — There are multiple risks to achieving this stand alone value The proposed transaction with Melvin could be compelling for independent shareholders — For a variety of reasons, including cost savings and potential revenue synergies, Melvin may be able to deliver a valuation greater than the stand-alone value — While the independent shareholders would not participate in the combined company, the contemplated structure recognizes this with a significant premium over the equity consideration given to the insiders A key question for the Special Committee is whether there are other potential buyers that can make a compelling offer — It should be noted that there were leaks about this potential transaction in March, and to our knowledge, no other buyer has contacted the company — Approaching other buyers could put at risk Melvin’s proposal [ 7 ]

 


 

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PRELIMINARY & CONFIDENTIAL II. Overview of Potential Transaction

 


 

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PRELIMINARY & CONFIDENTIAL Relative Trading and Market Valuation GEORGE (1) MELVIN (5) Share Price as of (05/04/10) $3.22 Share Price as of (05/04/10) $3.57% of 52-Week High 69.8% % of 52-Week High 63.2% % of 52-Week Low 128.3% % of 52-Week Low 112.0% Shares Outstanding — Common 260.659 Shares Outstanding — Common 1,678 Shares Outstanding — Series A Preferred Stock 59 Market Capitalization $5,986.9 Total Diluted Shares Outstanding 320 Plus: Fixed Rate Notes(6) $1,011.3 Market Capitalization, Excl. Series A Preferred Stock(2) $839.3 Plus: Floating Rate Notes 399.0 Market Capitalization, Incl. Series A Preferred Stock(2) $1,029.0 Plus: Perpetual Subordinated Capital Securities 300.0 Plus: Minority Interest 1.0 Market Capitalization, Excl. Series A Preferred Stock(2) $839.3 Less: Cash and Short-Term Investments(7) (4,056.3) Plus: Revolving Credit Facility $12.3 Enterprise Value $3,641.9 Plus: Loan Payable 292.9 Plus: Convertible Notes 228.5 Enterprise Value (Trading) / : Plus: Minority Interest 14.2 FYE 3/31/2010E EBITDA ($589) (8) 6.2x Less: Cash (263.8) FYE 3/31/2011E EBITDA ($744) (8) 4.9x Enterprise Value (3) $1,123.4 Enterprise Value (Trading) / : 2010E EBITDA ($86) (4) 13.1x 2011E EBITDA ($154) (4) 7.3x Sources: Public filings, Capital IQ, Wall Street research (1) Balance sheet information as of December 31, 2009; projected financial information based on consensus estimates per Thomson (2) George shares outstanding do not include shares underlying George’s Convertible Subordinated Notes (3) George’s enterprise value assumes the “Market Capitalization, Excl. Series A Preferred Stock” (4) George’s 2010E and 2011E EBITDA are equal to operating income per Credit Suisse research. Operating income is used as a proxy for EBITDA (5) Balance sheet data as of September 30, 2009, except for Fixed Rate Notes and cash balance, which are adjusted to reflect #eu#600 million offering in Feb. 2010 (6) Balance of Fixed Rate Notes incorporates #eu#600 million offering Feb. 2010 and preexisting balance of $226 million already outstanding under the indenture [ 9 ] (7) Includes cash balance at September 30, 2009 ($2,139MM), short-term investments ($1,132MM) and cash from the Feb. 2010 Fixed Rates Notes offering of #eu#600 million (at an exchange rate of 0.76) (8) Melvin’s 2010E and 2011E EBITDA per Thomson consensus as of May 4, 2010

 


 

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PRELIMINARY & CONFIDENTIAL Indexed Stock Price Performance LTM STOCK PRICE PERFORMANCE 200% 175% 150% Alternative Asset Managers: 135% 125% S&P 500: 129% 100% George: 97% 75% Melvin: 92% 50% 5/4/2009 7/4/2009 9/4/2009 11/4/2009 1/4/2010 3/4/2010 5/4/2010 STOCK PRICE PERFORMANCE — 3/25/2010 TO PRESENT 140% 130% George: 1 20% 120% S&P 500: 101% 110% Alternative Asset Managers: 100% 100% Melvin: 95% 90% 80% 3/25/10 4/2/10 4/10/10 4/18/10 4/26/10 5/4/10 [ 10 ] Source: Capital IQ Alternative Asset Managers Index Includes: 3i Group, Ashmore, Blackstone, BlueBay, Charlemagne, Fortress, Gottex, KKR, Och-Ziff, Partners Group and Polar Capital

 


 

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PRELIMINARY & CONFIDENTIAL Current Stock Price Trading Levels — % of 52-Week High U.S. Traditional Alternative 96.4% 94.3% 100% 95.2% 93.5% 93.0% 91.8% 91.5% 91.5% 90% 88.9% 84.8% 84.0% 82.2% 80.6% 80.7% 75.5% 72.9% 80% 69.8% 70% 60.2% 60% 50% T. Rowe Price Affiliated Managers Invesco Franklin Waddell & Reed Cohen & Steers Legg Mason AllianceBernstein Federated Janus Capital GAMCO Artio Pzena Inv. Mgmt BlackRock Och-Ziff Blackstone George Fortress EUROPE Traditional Alternative 93.6% 92.6% 92.2% 96.5% 91.7% 91.6% 100% 88.8% 86.2% 85.8% 73.3% 68.9% 68.2% 65.3% 75% 63.2% 56.5% 50% 25% 0% Liontrust F&C Group BlueBay KKR Charlemagne Ashmore Melvin Gottex Schroders Henderson Group Aberdeen Gartmore Group Polar Capital Partners 3i Group [ 11 ] Source: Capital IQ Note: Based on May 4, 2010 closing price

 


 

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PRELIMINARY & CONFIDENTIAL Current Stock Price Trading Levels — % of 52-Week Low U.S. Traditional Alternative 250% 231.9% 225% 204.8% 191.9% 191.6% 200% 187.4% 181.0% 166.7% 164.2% 164.2% 158.8% 162.5% 175% 157.8% 157.0% 150% 128.3% 132.1% 116.5% 125% 111.1% 103.3% 100% & Reed Invesco Capital Artio George Franklin Affiliated Managers GAMCO Federated Och-Ziff Fortress Cohen & Steers AllianceBernstein Legg Mason Waddell T. Rowe Price Janus Pzena Inv. Mgmt BlackRock Blackstone EUROPE Traditional Alternative 225% 202.0% 190.5% 187.5% 200% 181.6% 177.6% 175% 161.8% 149.5% 145.8% 150% 136.7% 129.2% 126.5% 121.1% 125% 110.2% 112.0% NM 100% F&C Liontrust BlueBay Capital Group Gottex Melvin KKR Henderson Group Schroders Gartmore Group Aberdeen Partners Ashmore 3i Group Polar Charlemagne [ 12 ] Source: Capital IQ Note: Based on May 4, 2010 closing price

 


 

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PRELIMINARY & CONFIDENTIAL George and Melvin Comparison GEORGE(1) MELVIN(2) Gross AUM $22.2 billion $39.1 billion Employees 390 1,765 Market Capitalization $839 million $6.0 billion Ratings Not Rated BBB+ / Baa1 AUM by Asset Class Equity 43% Hedge Funds / Funds of Funds 57% 100% AUM by Investor Base Institutional 32% 32% Other 68% 68% AUM by Geography 6% 9% Asia 32% 40% 45% Americas Europe 40% Middle East and Africa 3% 9% 16% Other [ 13 ] Sources: Public filings, Wall Street research and Management Note: Market data as of May 4, 2010 (1) Sources: Public filings and Management. “Other” geographic split includes other Global and Emerging Markets (2) Sources: Public filings and Management. Market data assumes exchange rate of GBP : USD of 0.66 as of May 4, 2010

 


 

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PRELIMINARY & CONFIDENTIAL NPV Analysis of Synergies The NPV analysis assumes $47 to $54 million of annual cost synergies in low case to high case with the following items of key cost savings — Non-investment management personnel, facilities & occupancy, insurance, IT, legal, and marketing This analysis also assumes potential annual pre-tax income from gross revenue synergies of up to $40 million — Assumes Earnings Before Taxes margin of 26%(1) and 20.3% tax rate(2) NPV of Cost Synergies ($mm) NPV of Cost Synergies per Share ($) TV Multiple — 2014E P/E TV Multiple — 2014E P/E 10.0x 11.0x 12.0x 10.0x 11.0x 12.0x $47 $329 $354 $379 $47 $0.84 $0.90 $0.96 mm) $54 379 407 436 mm) $54 0.96 1.04 1.11 $ $ ( ( Pre-Tax Cost Synergies $60 424 456 488 Pre-Tax Cost Synergies $60 1.08 1.16 1.24 Annual $70 495 532 569 Annual $70 1.26 1.35 1.45 $80 566 608 651 $80 1.44 1.55 1.65 NPV of Post-Tax Net Revenue Synergies ($mm) NPV of Post-Tax Net Revenue Synergies per Share ($) TV Multiple — 2014E P/E TV Multiple — 2014E P/E 10.0x 11.0x 12.0x 10.0x 11.0x 12.0x Synergies $0 $0 $0 $0 Synergies $0 $0.00 $0.00 $0.00 Pre-Tax $10 81 86 92 Pre-Tax $10 0.21 0.22 0.23 from Gross mm) $20 158 168 179 from Gross mm) $20 0.40 0.43 0.46 Annual Revenue $ Annual Revenue $ Income ( Income ( $30 235 251 267 $30 0.60 0.64 0.68 $40 315 337 358 $40 0.80 0.86 0.91 [ 14 ] Note: Assuming 10.7% blended cost of equity (Melvin at 11.5% and George at 9.9%), implementation costs of 1.0x cost synergies in 2011E, 100% run-rate cost and revenue synergies in all years. (1) Source: Credit Suisse equity research (2) Source: Represents Melvin’s 2009 effective tax rate

 


 

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PRELIMINARY & CONFIDENTIAL Economic Accretion / (Dilution) Analysis The analysis below assumes offer prices of $4.00, $4.50 and $5.00 per share, respectively, in cash for non-controlling shareholders and $3.40 in stock for controlling shareholders Note: Potential tax consequences of the contemplated transaction may impact the following analysis and are still under diligence $4.00 Non-Controlling / $3.40 Controlling $4.50 Non-Controlling / $3.40 Controlling $5.00 Non-Controlling / $3.40 Controlling Melvin FY Melvin FY Melvin FY Melvin FY Melvin FY Melvin FY 3/31/2011E 3/31/2012E 3/31/2011E 3/31/2012E 3/31/2011E 3/31/2012E Melvin Stand-Alone EPS(1) $0.31 $0.44 $0.31 $0.44 $0.31 $0.44 Melvin Stand-alone Basic Shares Outstanding 1,677.5 1,677.5 1,677.5 1,677.5 1,677.5 1,677.5 Melvin Net Income $521.7 $729.7 $521.7 $729.7 $521.7 $729.7 George Pro Forma Net Income(2) $58.4 $94.0 $58.4 $94.0 $58.4 $94.0 Transaction Adjustments(3) Synergies Revenue Synergies, Pre-Tax $100.0 $100.0 $100.0 $100.0 $100.0 $100.0% Margin 25.9% 28.7% 25.9% 28.7% 25.9% 28.7% Pre-Tax Revenue Synergy Margin $25.9 $28.7 $25.9 $28.7 $25.9 $28.7 Cost Synergies(4) 50.0 50.0 50.0 50.0 50.0 50.0 Plus: Total Pre-Tax Synergies $75.9 $78.7 $75.9 $78.7 $75.9 $78.7 Less: Foregone Cash Interest Income @1.7%(5) (15.0) (15.0) (16.9) (16.9) (18.6) (18.6) Total Pre-Tax Adjustments $60.9 $63.6 $59.0 $61.7 $57.4 $60.1 Taxes @20.3% (6) (12.4) (12.9) (12.0) (12.5) (11.6) (12.2) Change in Net Income $48.5 $50.7 $47.0 $49.2 $45.7 $47.9 Pro Forma Net Income $628.6 $874.5 $627.1 $873.0 $625.8 $871.6 Melvin Stand-alone Basic Shares Outstanding 1,677.5 1,677.5 1,677.5 1,677.5 1,677.5 1,677.5 Melvin Shares Issued in Transaction 159.6 159.6 159.6 159.6 159.6 159.6 Pro Forma Melvin Shares Outstanding 1,837.1 1,837.1 1,837.1 1,837.1 1,837.1 1,837.1 Melvin Pro Forma EPS(7) $0.34 $0.48 $0.34 $0.48 $0.34 $0.47 Accretion / (Dilution) — $ $0.03 $0.04 $0.03 $0.04 $0.03 $0.04 Accretion / (Dilution) — % 10.0% 9.4% 9.8% 9.2% 9.5% 9.1% (1) Melvin Stand-Alone EPS per consensus estimates from Thomson as of May 4, 2010 (2) George Pro Forma Net Income has been adjusted to Melvin’s fiscal year end on March 31st (3) Transaction adjustments do not incorporate the cost for the pro forma company to recognize the benefit of the synergies due to the one-time nature of the costs (4) Cost synergies assume the midpoint of the estimated pre-tax cost synergies resulting from the transaction [ 15 ] (5) Foregone cash interest income calculated based on 3-year Gilt yield as of May 4, 2010 (6) Tax rate based on Melvin’s 2009 effective tax rate (7) Accretion / dilution does not reflect potential purchase accounting adjustments that may materialize as a result of the transaction

 


 

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PRELIMINARY & CONFIDENTIAL George Wall Street Analyst Commentary WALL STREET COMMENTARY “...we believe 2010 will be another transition year for George, as the company works its way back to its full earnings power. We view shares of George as fairly valued, trading at 14x our revised 2010 EPS estimate of $0.20.” “Given a 60%/40% mgmt fee/performance fee revenue split, we would put fair value for George closer to 14x than the 12x at which it currently trades on our 2010 EPS forecast.” “Overall, while we believe interest is broad based on the institutional, sovereign and endowment side, the company did indicate its traditional private clients are not showing much interest currently.” “...Exacerbating that pressure, we believe, is some optionality that George has preserved in the size of its investment professional footprint in order to have capacity to manage higher levels of alternatives AUM as inflows to that asset class improve. This comes, to some extent, at the February 18-19, 2010 cost of near term earnings, but ultimately allows for more leverage longer term — so long as that AUM growth pans out as the company is “Neutral” expecting.” “In our view, George has considerable earnings power as performance fees come back into the revenue stream in a more meaningful way, although this is shaping up to be more of a 2011 story barring exceptional absolute returns in 2010 in the portion of the AUM that is above high-water marks.” “While the underlying fundamentals are improving for hedge fund organic growth, expense headwinds continue to weigh on George’s EPS and drove us to estimate negative EPS again in 1Q10.” February 18, 2010 “Neutral” “...we also believe stock price volatility for the George stock will exceed most asset managers due to lower trading volume.” “We also slightly lowered our price target to $4.00 (from $4.25). Our price target is 20x our 2010 EPS estimate but 12.6x our 2011 EPS estimate discounted one year at 20%, and reflects fine tuning to our sum-of-the-parts valuation model to reflect our modestly lower EPS forecast.” “Maintain Outperform rating. We think George should have substantial earnings leverage to any improvement in revenue growth and February 19, 2010 performance fee generation, as the company works through high water marks and assuming positive performance trends can continue. The “Outperform” emergence of earnings power as 2010 progresses, coupled with strong organic growth, ultimately should drive stock price performance.” SUMMARY OF WALL STREET ESTIMATES Price Revenue EBITDA(1) EPS Firm Research Analyst Date Recommendation Target 2010E 2011E 2010E 2011E 2010E 2011E Credit Suisse Roger Freeman 4/14/10 Neutral $4.00 $430 $548 $86 $154 $0.14 $0.28 Barclays Craig Siegenthaler 4/21/10 Neutral 3.00 411 555 95 152 0.20 0.30 KBW Robert Lee 4/19/10 Outperform 4.00 NA NA NA NA 0.20 0.38 Consensus $3.67 $421 $552 $91 $153 $0.18 $0.32 [ 16 ] Source: Wall Street Research (1) Figures represent projected operating income used as proxy cash flow

 


 

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PRELIMINARY & CONFIDENTIAL III. Valuation Framework

 


 

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PRELIMINARY & CONFIDENTIAL George Shares Traded Analysis 353,751,851 shares of George common stock have traded in the trailing twelve month period — 1.4x the number of common shares outstanding Approximately 3% of shares traded over the LTM period traded above $4.30 - Implies 4.2% of current basic shares outstanding TRAILING TWELVE MONTHS TOTAL SHARES TRADED 25.0% 19.3% 20.0% 14.5% 14.2% 14.6% 15.0% 13.9% 10.0% 7.7% 7.0% 5.3% 5.0% 3.0% 0.6% 0.0% $2.39 — $2.61 - $2.82 — $3.03 — $3.25 — $3.46 — $3.67 — $3.89 — $4.10 — $4.31 -$2.60 $2.81 $3.02 $3.24 $3.45 $3.66 $3.88 $4.09 $4.30 $4.61 [ 18 ] Source: Capital IQ

 


 

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PRELIMINARY & CONFIDENTIAL Valuation Methodology Overview Methodology Key Metrics Comments Comparable public trading multiples establish Several directly comparable publicly traded Comparable Public baseline valuation parameters companies Trading Multiples TEV / EBITDA and P/E are relevant metrics based Public multiples may not capture the ‘full value’ of on 2010E and 2011E EBITDA and EPS George due to current market conditions Unique market dynamics at the time of each Few recent transactions in the asset management Precedent transaction may limit relevance sector Transaction Multiples EV / EBITDA is the most relevant metric Current dynamics in the economic, financing and M&A environment limit relevance Strategic accretion/dilution Accretion/dilution measures strategics ability to pay Changes in pro forma leverage profile may cause Ability to Pay strategics to be rerated by ratings agencies Analysis Evaluates the management’s projected operating Viewed as inappropriate for industry segment due to results and discounts its future cash flows to present highly variable nature of AUM, compensation and Traditional value using an appropriate discount rate performance Discounted Cash Flow Analysis [ 19 ]

 


 

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PRELIMINARY & CONFIDENTIAL Analysis at Various George Purchase Prices Current ($mm, except per share data) 5/4/10 Offer Illustrative Transactions Per Share Purchase Price — Non-Controlling Holders $3.22 $3.75 $4.00 $4.25 $4.50 $4.61 $4.75 $5.00 Per Share Purchase Price — Controlling Holders 3.22 3.40 3.40 3.40 3.40 3.40 3.40 3.40 Per Share Purchase Price — Wtd. Avg. Overall 3.22 3.60 3.74 3.88 4.03 4.09 4.17 4.31 Non-Controlling Shares(1) 152.1 152.1 152.1 152.1 152.1 152.1 152.1 152.1 Controlling Shares(1) 167.5 167.5 167.5 167.5 167.5 167.5 167.5 167.5 Equity Purchase Price — Non-Controlling Holders (Cash) 489.7 570.3 608.3 646.3 684.3 701.1 722.4 760.4 Equity Purchase Price — Controlling Holders (Melvin Stock) 539.3 569.5 569.5 569.5 569.5 569.5 569.5 569.5 Consideration for Convertible Debt (Cash) 237.3 258.8 271.6 288.6 305.6 313.0 322.6 325.8 Implied Equity Value $1,266.3 $1,398.6 $1,449.4 $1,504.4 $1,559.4 $1,583.6 $1,614.4 $1,655.6 Plus: Debt $305.2 $305.2 $305.2 $305.2 $305.2 $305.2 $305.2 $305.2 Less: Cash (263.8) (263.8) (263.8) (263.8) (263.8) (263.8) (263.8) (263.8) Total Enterprise Value $1,307.7 $1,439.9 $1,490.8 $1,545.8 $1,600.8 $1,625.0 $1,655.8 $1,697.0 PREMIUM TO: METRIC Non-Controlling Holders: Current $3.22 0.0% 16.5% 24.2% 32.0% 39.8% 43.2% 47.5% 55.3% Prior to Transaction Leak (3/25/10) $2.78 15.8% 34.9% 43.9% 52.9% 61.9% 65.8% 70.9% 79.9% 1 Month Average $3.26 (1.2%) 15.1% 22.8% 30.4% 38.1% 41.5% 45.8% 53.5% 6 Month Average $3.02 6.5% 24.1% 32.4% 40.6% 48.9% 52.5% 57.2% 65.4% 1 Year Average $3.41 (5.5%) 10.1% 17.4% 24.8% 32.1% 35.3% 39.4% 46.8% 52-Week High (08/10/09) $4.61 (30.2%) (18.7%) (13.2%) (7.8%) (2.4%) 0.0% 3.0% 8.5% 52-Week Low (11/02/09) $2.51 28.3% 49.4% 59.4% 69.3% 79.3% 83.7% 89.2% 99.2% Controlling Holders(2): Current $3.22 0.0% 5.6% 5.6% 5.6% 5.6% 5.6% 5.6% 5.6% Prior to Transaction Leak (3/25/10) $2.78 15.8% 22.3% 22.3% 22.3% 22.3% 22.3% 22.3% 22.3% 1 Month Average $3.26 (1.2%) 4.4% 4.4% 4.4% 4.4% 4.4% 4.4% 4.4% 6 Month Average $3.02 6.5% 12.5% 12.5% 12.5% 12.5% 12.5% 12.5% 12.5% 1 Year Average $3.41 (5.5%) (0.2%) (0.2%) (0.2%) (0.2%) (0.2%) (0.2%) (0.2%) 52-Week High (08/10/09) $4.61 (30.2%) (26.2%) (26.2%) (26.2%) (26.2%) (26.2%) (26.2%) (26.2%) 52-Week Low (11/02/09) $2.51 28.3% 35.5% 35.5% 35.5% 35.5% 35.5% 35.5% 35.5% VALUATION SUMMARY: TEV/2010E EBITDA(3) $85.8 15.2x 16.8x 17.4x 18.0x 18.7x 18.9x 19.3x 19.8x TEV/2011E EBITDA(3) $153.9 8.5x 9.4x 9.7x 10.0x 10.4x 10.6x 10.8x 11.0x Price/2010E EPS(4) $0.14 23.0x 25.7x 26.7x 27.7x 28.8x 29.2x 29.8x 30.8x Price/2011E EPS(4) $0.28 11.5x 12.9x 13.4x 13.9x 14.4x 14.6x 14.9x 15.4x [ 20 ] (1) Non-Controlling and Controlling Shares do not include shares underlying the Convertible Notes (2) Assumes no change in Melvin’s share price (3) George’s 2010E and 2011E EBITDA are equal to operating income per Credit Suisse research. Operating income is used as a proxy for EBITDA (4) George’s 2010E and 2011E EPS per Credit Suisse research

 


 

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PRELIMINARY & CONFIDENTIAL Summary Valuation ($ in millions, ex. per share) Valuation Methodology Total Enterprise Value Assumptions Basic Shares / 52 Week Low/High Value $938 $1,486 $2.51 — $4.61 per share No Transaction 25% — 35% Premia Paid $1,570 $1,673 Premium to Current Share Price Comparable Companies Analysis — 2010E EBITDA Multiple $772 $1,029 9.0x — 12.0x 2010E EBITDA Comparable Companies Analysis — 2011E EBITDA Multiple $1,232 $1,539 8.0x — 10.0x 2011E EBITDA $687 $1,003 12.0x — 18.0x Comparable Companies Analysis — 2010E P/E Fully Diluted / 2010E EBITDA With Transaction $913 $1,473 9.0x — 15.0x Comparable Companies Analysis — 2011E P/E 2011E EPS Precedent Transactions — EBITDA Multiple (1) $686 $943 8.0x — 11.0x 2010E EPS Precedent Transactions — Implied Value / AUM $1,109 $1,552 5% — 7% of AUM $250 $500 $750 $1,000 $1,250 $1,500 $1,750 $2,000 Current TEV (2): $1,123 Hypothetical TEV Implied by $4.50 weighted average offer Current Price (5/4/10): $3.22 price : $1,771 [ 21 ] (1) Precedent transaction analysis resulted in a data set of three transactions (2) Assumes existing capital structure as of December 31, 2009 and basic common shares outstanding (excluding shares underlying Convertible Subordinated Notes) of 261 million shares (3) Current offer assumes that non-controlling shareholders receive $3.75 per share and controlling shareholders receive $3.40 per share. The shares underlying the Convertible Subordinated Notes are assumed to receive the same consideration as the non-controlling shareholders

 


 

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PRELIMINARY & CONFIDENTIAL U.S. Publicly Traded Comparables Price as of % of 52 Week Market EV / EBITDA EV / Revenue P/E Debt / EV / Effective (US$ in millions, except per share) 5/4/2010 High Low Cap EV AUM CY 2010E CY 2011E CY 2010E CY 2010E CY 2011E Market Cap AUM Tax Rate Traditional BlackRock $177.68 72.9% 132.1% $33,757 $34,750 $3,364,000 10.0x 9.1x 4.1x 17.0x 14.8x 16.8% 1.0% 31.2% Franklin Resources 113.33 93.0% 191.9% 25,864 21,297 586,800 9.1x 7.6x 3.5x 16.7x 14.4x 1.2% 3.6% 28.6% T. Rowe Price 57.31 96.4% 158.8% 14,875 14,111 419,000 12.0x 10.2x 5.8x 22.0x 18.5x 0.0% 3.4% 37.3% Invesco 22.51 93.5% 164.2% 9,717 10,198 417,600 12.0x 9.2x 3.1x 18.1x 14.0x 7.7% 2.4% 27.0% AllianceBernstein 31.13 88.9% 187.4% 8,567 8,140 484,000 11.9x 11.2x 2.7x 14.3x 12.6x 2.4% 1.7% 6.9% Legg Mason 30.84 91.5% 181.0% 4,982 6,583 681,600 13.1x 11.0x 2.4x 21.0x 18.0x 60.0% 1.0% 70.9% Eaton Vance 34.24 94.9% 148.7% 4,056 4,204 173,100 10.0x NA 3.6x 19.4x NA 12.3% 2.4% 34.6% Affiliated Managers Group 83.76 95.2% 164.2% 3,548 5,070 260,000 12.5x 10.0x 3.9x 13.4x 11.2x 32.1% 1.9% 10.2% Waddell & Reed Financial 36.03 91.8% 166.7% 3,114 2,991 74,232 10.6x 8.7x 2.7x 18.9x 15.2x 6.3% 4.0% 34.9% Federated Investors 24.00 84.8% 111.1% 2,478 2,631 349,867 8.0x 7.3x 2.7x 14.0x 12.3x 8.6% 0.8% 36.6% Janus Capital Group 13.49 84.0% 157.8% 2,478 2,985 165,500 8.8x 7.4x 2.8x 17.2x 13.8x 32.0% 1.8% 34.1% Artio Global Investors 22.68 80.7% 103.3% 1,361 1,349 56,400 6.3x 5.5x 3.8x 11.7x 10.8x 4.4% 2.4% NM GAMCO Investors 45.40 82.2% 116.5% 1,250 965 28,000 8.7x 7.7x 3.5x 19.2x 16.9x 16.3% 3.4% 36.1% Cohen & Steers 26.73 91.5% 204.8% 1,138 914 27,200 13.7x 10.9x 4.7x 26.7x 21.0x 0.0% 3.4% 32.1% Pzena Investment Management 7.08 75.5% 143.3% 455 465 15,400 10.2x 8.3x 5.5x 18.6x 14.0x 3.2% 3.0% NM High 96.4% 204.8% 13.7x 11.2x 5.8x 26.7x 21.0x 60.0% 4.0% 70.9% Median 91.5% 158.8% 10.2x 8.9x 3.5x 18.1x 14.2x 7.7% 2.4% 34.1% Mean 87.8% 155.5% 10.5x 8.9x 3.7x 17.9x 14.8x 13.6% 2.4% 32.4% Low 72.9% 103.3% 6.3x 5.5x 2.4x 11.7x 10.8x 0.0% 0.8% 6.9% Alternative The Blackstone Group $13.88 80.6% 162.5% $15,250 $14,955 $98,100 13.1x 10.3x 5.2x 12.0x 9.4x 4.3% 15.2% NM Och-Ziff Capital 17.44 94.3% 231.9% 6,280 7,423 25,300 10.9x 9.0x 7.5x 13.1x 11.0x 10.4% 29.3% NM Fortress Investment Group 5.00 60.2% 191.6% 2,268 2,807 31,800 12.0x 10.7x 4.7x 11.9x 8.2x 17.5% 8.8% 0.5% High 94.3% 231.9% 13.1x 10.7x 7.5x 13.1x 11.0x 17.5% 29.3% 0.5% Median 80.6% 191.6% 12.0x 10.3x 5.2x 12.0x 9.4x 10.4% 15.2% 0.5% Mean 78.4% 195.3% 12.0x 10.0x 5.8x 12.3x 9.5x 10.7% 17.8% 0.5% Low 60.2% 162.5% 10.9x 9.0x 4.7x 11.9x 8.2x 4.3% 8.8% 0.5% Illustrative George (Undiluted) Current Price $3.22 69.8% 128.3% $839 $1,123 $22,175 13.1x 7.3x 2.6x 17.9x 9.7x 63.6% 5.1% 0.6% $0.53 Premium 3.75 81.3% 149.4% 977 1,262 22,175 14.7x 8.2x 2.9x 20.8x 11.3x 54.6% 5.7% 0.6% $1.28 Premium 4.50 97.6% 179.3% 1,173 1,457 22,175 17.0x 9.5x 3.4x 25.0x 13.5x 45.5% 6.6% 0.6% $1.78 Premium 5.00 108.5% 199.2% 1,303 1,587 22,175 18.5x 10.3x 3.7x 27.8x 15.0x 40.9% 7.2% 0.6% [ 22 ] Sources: Public filings and Capital IQ

 


 

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PRELIMINARY & CONFIDENTIAL European Publicly Traded Comparables Price as of % of 52 Week Market EV / EBITDA EV / Revenue P/E Debt / EV / Effective (US$ in millions, except per share) 5/4/2010 High Low Cap EV AUM CY 2010E CY 2011E CY 2010E CY 2010E CY 2011E Market Cap AUM Tax Rate Traditional Schroders $20.51 93.6% 177.6% $5,723 $1,551 $239,722 3.3x 2.7x 1.0x 16.8x 13.7x 2.1% 0.6% 30.4% Aberdeen 2.17 92.2% 129.2% 2,396 2,919 220,057 16.2x 10.0x 4.3x 18.8x 12.7x 16.1% 1.3% 36.0% Henderson 2.21 92.6% 190.5% 1,823 1,855 93,853 11.4x 9.8x 3.6x 14.9x 12.9x 15.1% 2.0% 6.5% Gartmore 2.37 68.2% 161.8% 729 855 35,861 5.9x 5.7x 2.0x 8.2x 6.7x 53.4% 2.4% NM F&C 0.98 68.9% 121.1% 481 628 149,663 5.7x 5.2x 1.7x 9.3x 7.7x 82.9% 0.4% NM Liontrust 1.51 73.3% 110.2% 45 21 1,836 3.8x 10.9x 0.7x 13.7x 38.7x 0.0% 1.2% 36.2% High 93.6% 190.5% 16.2x 10.9x 4.3x 18.8x 38.7x 82.9% 2.4% 36.2% Median 82.8% 145.5% 5.8x 7.8x 1.9x 14.3x 12.8x 15.6% 1.2% 33.2% Mean 81.5% 148.4% 7.7x 7.4x 2.2x 13.6x 15.4x 28.3% 1.3% 27.3% Low 68.2% 110.2% 3.3x 2.7x 0.7x 8.2x 6.7x 0.0% 0.4% 6.5% Alternative KKR $12.14 95.6% 370.1% $8,292 $9,521 $52,200 NA NA 15.8x 6.9x 6.3x 24.8% 18.2% 0.5% Melvin 3.57 63.2% 112.0% 5,987 3,642 39,100 4.5x 5.2x 2.3x 10.9x 12.1x 28.6% 9.3% 18.3% 3i Group 4.14 65.3% 126.5% 3,954 5,165 10,921 NA 9.5x NA NM 6.1x 94.6% 47.3% NM Partners Group 129.26 91.7% 149.5% 3,451 3,288 23,826 14.0x 11.8x 10.0x 14.9x 12.5x 0.0% 13.8% 5.6% Ashmore Group 4.04 85.8% 145.8% 2,886 2,428 29,945 9.1x 8.2x 6.4x 14.7x 13.4x 0.0% 8.1% 25.6% BlueBay 5.44 91.6% 202.0% 1,060 916 32,504 9.5x 7.2x 3.7x 15.2x 11.5x 0.0% 2.8% 22.3% Gottex 7.22 56.5% 136.7% 220 191 7,800 13.7x 7.1x 2.6x 17.8x 9.1x 0.0% 2.5% 4.9% Polar Capital 1.47 96.5% 187.5% 111 68 2,084 10.4x 8.0x 1.5x 20.4x 16.2x 0.0% 3.3% 27.9% Charlemagne 0.26 86.2% 181.6% 73 39 3,050 5.9x 1.5x 1.4x 11.3x 8.7x 0.0% 1.3% 6.4% High 96.5% 370.1% 14.0x 11.8x 15.8x 20.4x 16.2x 94.6% 47.3% 27.9% Median 86.2% 149.5% 9.5x 7.6x 3.2x 14.8x 11.5x 0.0% 8.1% 12.3% Mean 81.4% 179.1% 9.6x 7.3x 5.5x 14.0x 10.6x 16.4% 11.8% 13.9% Low 56.5% 112.0% 4.5x 1.5x 1.4x 6.9x 6.1x 0.0% 1.3% 0.5% Illustrative George (Undiluted) Current Price $3.22 69.8% 128.3% $839 $1,123 $22,175 13.1x 7.3x 2.0x 17.9x 9.7x 63.6% 5.1% 0.6% $0.53 Premium 3.75 81.3% 149.4% 977 1,262 22,175 14.7x 8.2x 2.3x 20.8x 11.3x 54.6% 5.7% 0.6% $1.28 Premium 4.50 97.6% 179.3% 1,173 1,457 22,175 17.0x 9.5x 2.7x 25.0x 13.5x 45.5% 6.6% 0.6% $1.78 Premium 5.00 108.5% 199.2% 1,303 1,587 22,175 18.5x 10.3x 3.0x 27.8x 15.0x 40.9% 7.2% 0.6% [ 23 ] Sources: Public filings and Capital IQ

 


 

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PRELIMINARY & CONFIDENTIAL Precedent Transactions Alternative Asset Manager Precedent Transactions Target % Interest Deal Value Implied Implied Value/ Implied Value/ Date Target Acquirer AUM (US$m) Acquired (US$m) Value (US$m) Target AUM LTM EBITDA 3/30/2010 Rensburg Sheppards Investec 19,591 52.7% 346 656 3.3% NA 2/10/2010 Pantheon Ventures Inc. Affiliated Managers Group Inc. 22,000 85.0% 1,000 1,176 5.3% NA 2/1/2010 Artemis Investment Management Affiliated Managers Group Inc. 16,000 100.0% NA NA NA NA 1/8/2010 RBS Asset Mgmt Inv. Strategies fund of funds Aberdeen Asset Management 21,495 100.0% 135 135 0.6% 8.5x 9/30/2009 Columbia Management Group Ameriprise Financial 165,000 100.0% 1,000 1,000 0.6% NA 3/13/2008 Halcyon Asset Management LLC Alt. Asset Mgmt Acquisition Corp 11,500 100.0% 974 974 8.5% 10.8x 2/20/2008 Vision Investment Management Agnelli Family (IFIL Group) 1,330 40.0% 90 225 16.9% NA 2/10/2008 Capula Investment Management Goldman Sachs 3,000 20.0% 90 450 15.0% NA 1/31/2008 HedgeWorks, LLC Deutsche Bank 10,000 100.0% NA NA NA NA 1/10/2008 GSO Capital Partners, L.P. Blackstone Group L.P. 10,000 100.0% 930 930 9.3% NA 1/9/2008 Silver Lake CalPERS Alternative Investment 16,000 9.9% 275 2,778 17.4% NA 1/8/2008 Asset Alliance Tailwind Financial 3,500 100.0% 80 80 2.3% 8.1x 1/7/2008 Lincoln Vale ING Investment Management 13,000 NA NA NA NA NA 12/31/2007 Alpha Equity Management LLC Trusco Capital Management 200 NA NA NA NA NA 12/18/2007 Deerfield & Company Deerfield Triac Capital Corp. 15,400 100.0% 181 181 1.2% NA 12/11/2007 BlueMountain Capital Management Affiliated Managers Group 4,800 Minority NA NA NA NA 12/10/2007 MetalMark Capital Partners Citigroup 1,200 100.0% NA NA NA NA 11/26/2007 Key Asset Management Skandinaviska Enskilda Banken AB 3,000 100.0% NA NA NA NA 11/19/2007 R6 Capital Management Eton Park Capital Management 300 100.0% NA NA NA NA 11/14/2007 Traxis Partners Morgan Stanley Private Equity 1,500 20.0% NA NA NA NA 11/8/2007 ValueAct Capital Affiliated Managers Group 6,000 Minority NA NA NA NA High $165,000 $1,000 $2,778 17.4% 10.8x Median $10,000 $275 $656 5.3% 8.5x Mean $16,420 $464 $781 7.3% 9.1x Low $200 $80 $80 0.6% 8.1x [ 24 ] Source: Public filings and press releases

 


 

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PRELIMINARY & CONFIDENTIAL Premiums Paid Analysis Over the Last 6 Months SELECTED PURCHASE PRICE PREMIUMS OVER STOCK PRICE(1) SELECTED TRANSACTIONS Stock Price Premium Taget Acquiror 1-Day 5-Day 20-Day HealthTronics Inc. Endo Pharmaceuticals Holdings Inc. 24.6% 45.2% 31.8% Interactive Data Corporation Warburg Pincus LLC; Silver Lake Partners 17.3% 2.1% 4.9% 40.0% SenoRx, Inc. CR Bard Inc. 18.1% 13.2% 42.3% 37.9% Continental Airlines, Inc. UAL Corporation 44.9% 3.0% 3.1% ATS Medical Inc. Medtronic, Inc. 37.2% 54.4% 50.9% American Homepatient Inc. Highland Capital Management, L.P. 16.8% 123.3% 235.0% 35.0% Protection One Inc. GTCR Golder Rauner, LLC — 23.9% 40.1% Burntsand Inc. Open Text Corp. 12.4% 150.0% 130.8% Cienega Creek Holdings, Inc. China Sheng Yong Bio-pharmaceutical 49.4% (38.4%) (20.2%) Dollar Thrifty Automotive Group Inc. Hertz Global Holdings, Inc. 1.8% (1.5%) 0.6% 30.0% Thomas Weisel Partners Group, Inc. Stifel Financial Corp. 22.4% 81.0% 95.0% ToyZap.com, Inc. — 28.3% (19.3%) (19.3%) 27.1% 26.1% Enerchem International Inc. - 13.4% 44.7% 43.2% CPEX Pharmaceuticals, Inc. Arcadia Capital Advisors, LLC 12.7% 3.3% 3.1% 25.0% Qwest Communications International Inc. CenturyTel, Inc. 7.6% 12.7% 17.5% CyberSource Corporation Visa, Inc. 30.1% 36.7% 41.3% Gryphon Resources, Inc — 60.1% (98.0%) (99.0%) Cornell Companies Inc. Geo Group Inc. 74.4% 37.8% 30.5% Union National Financial Corporation Donegal Financial Services Corporation 58.1% 66.2% 143.6% 20.0% Bella Viaggio, Inc. — 45.7% (46.1%) (46.1%) Mariner Energy, Inc. Apache Corp. 34.8% 54.6% 68.1% Phase Forward Inc. Oracle Corp. 13.6% 26.4% 35.6% Gold Summit Corp. Crown Minerals Inc. — 104.6% 143.6% 15.0% Dialysis Corp. of America U.S. Renal Care, Inc. 27.7% 72.0% 69.7% Mirant Corporation RRI Energy, Inc. 40.6% 4.6% (12.2%) DynCorp International Inc. Cerberus Capital Management, L.P. 15.0% 50.3% 59.7% Boots & Coots, Inc. Halliburton Company 222.2% 25.0% 42.9% 10.0% Javelin Pharmaceuticals, Inc. Hospira Inc. 46.0% 71.9% 52.8% World Point Terminals Inc. — 108.9% 26.2% 25.0% Crowflight Minerals Inc. Jinchuan Group Ltd. 82.9% 47.4% 47.4% Symyx Technologies Inc. Accelrys Inc. (4.3%) 13.0% 12.5% 5.0% iDcentrix, Inc. — 40.0% (59.1%) 15.2% Arena Resources Inc. SandRidge Energy, Inc. 20.3% 26.0% 22.3% National Dentex Corp. GeoDigm Corporation 2360.5% 74.0% 108.9% CKE Restaurants Inc. Apollo Management, L.P. 48.2% 14.4% 11.7% 0.0% North American Galvanizing & Coatings Inc. AZZ incorporated 25.0% 33.5% 47.6% BWAY Holding Company Madison Dearborn Partners, LLC (56.1%) 18.3% 32.7% 1-Day 5-Day 20-Day Bell Microproducts Inc. Avnet Inc. (21.7%) 32.3% 54.2% Cagim Real Estate Corp. BTB Real Estate Investment Trust (52.4%) 16.7% 75.0% FNX Mining Company, Inc. Quadra Mining Ltd. 26.4% 2.1% 20.0% [ 25 ] Sources: Capital IQ 1. All public US controlled acquisitions

 


 

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PRELIMINARY & CONFIDENTIAL IV. Next Steps and Key Process Considerations

 


 

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PRELIMINARY & CONFIDENTIAL Timing Considerations & Next Steps If the Special Committee decides to continue exploring a potential transaction with Melvin, there are a number of key issues to consider in order to maximize shareholder value Clearly communicating George’s expectations to Melvin will be critical — George is not “for sale” Communicating the significant opportunity for a combined George and Melvin to grow business is key to any discussion of transaction value — The market has demonstrated tremendous demand for George’s products — Melvin’s distribution expertise and infrastructure present opportunities to strengthen the combined businesses Preparing a clear roadmap around the process is critical — Process will be controlled by and will proceed under the direction of the Special Committee — Stock Purchase Agreement to be negotiated by the Special Committee with Moelis’ and Counsel’s assistance and drafted in parallel with the due diligence — Price to be negotiated by the Special Committee with Moelis’ assistance — When the transaction is fully negotiated, Moelis to analyze the offer and, if requested and appropriate, to provide fairness opinion to the Special Committee — Special Committee may reject the offer or recommend the offer to the Board. If the Special Committee rejects the offer, the transaction shall not be approved by the Board - If the Special Committee recommends the transaction to the Board, the Board may approve the transaction and take the necessary steps to consummate the transaction Any chosen process should preserve flexibility to the Special Committee to evaluate and make appropriate decisions throughout the process [ 27 ]

 


 

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PRELIMINARY & CONFIDENTIAL Appendix A — Synergy Analysis Detail

 


 

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PRELIMINARY & CONFIDENTIAL Preliminary G&A and Personnel Cost Synergy Estimates Cost Synergies Analysis — G&A (Pre-tax) Base Case High Case Low Case COMMENTARY Amount Synergy Synergy Synergy Expense Type ($m) Factor (%) $m Factor (%) $m Factor (%) $m Audit & Taxation 4.5 50% 2.2 55% 2.5 45% 2.0 Bank Charges 0.3 0% 0.0 0% 0.0 0% 0.0 Significant estimated savings in the following line items: Business Development 2.1 50% 1.0 55% 1.2 45% 0.9 Communications 2.6 25% 0.7 30% 0.8 20% 0.5 Depreciation 3.9 25% 1.0 30% 1.2 20% 0.8 Facilities & Occupancy 17.2 20% 3.4 25% 4.3 15% 2.6 — Facilities & Occupancy FX Loss (Added where Negative) (2.2) 0% 0.0 0% 0.0 0% 0.0 Human Resources 0.7 0% 0.0 0% 0.0 0% 0.0 Insurance 7.1 50% 3.5 55% 3.9 45% 3.2 — Insurance Irrecoverable VAT (0.3) 0% 0.0 0% 0.0 0% 0.0 IT 8.0 30% 2.4 35% 2.8 25% 2.0 Legal 6.7 50% 3.4 55% 3.7 45% 3.0 — IT Market Data 10.2 10% 1.0 15% 1.5 5% 0.5 Other 1.5 25% 0.4 30% 0.4 20% 0.3 Legal & Professional Fees — Non Recurring 2.8 50% 1.4 55% 1.5 45% 1.2 — Legal Research & Subscriptions 0.5 0% 0.0 0% 0.0 0% 0.0 Stationery Postage & Printing 0.9 0% 0.0 0% 0.0 0% 0.0 Temporary Staff 14.0 30% 4.2 35% 4.9 25% 3.5 — Temporary Staff Trading Errors 0.5 0% 0.0 0% 0.0 0% 0.0 Transaction Costs 0.0 0% 0.0 0% 0.0 0% 0.0 Travel and Related Expenditure 10.1 30% 3.0 35% 3.5 25% 2.5 — Marketing Fund Administration Costs 3.3 0% 0.0 0% 0.0 0% 0.0 Withholding Tax 0.0 0% 0.0 0% 0.0 0% 0.0 Total G&A 94.2 29% 27.6 34% 32.2 25% 23.1 — $4.0bn of additional AUM at 2.5% fees Cost Synergies Analysis - Personnel Expenses (Pre-tax) Base Case High Case Low Case Base Case G&A and Personnel total cost synergies estimated to Amount Synergy Synergy Synergy be $47 million Expense Type ($m) Factor (%) $m Factor (%) $m Factor (%) $m Converts/Market Neutral 15.8 0% 0.0 0% 0.0 0% 0.0 DG Business 1.5 0% 0.0 0% 0.0 0% 0.0 Emerging Markets 18.3 0% 0.0 0% 0.0 0% 0.0 Europe 66.0 0% 0.0 0% 0.0 0% 0.0 Fund of Funds 1.8 70% 1.3 75% 1.4 65% 1.2 Japan Equity 9.3 0% 0.0 0% 0.0 0% 0.0 Macro, Fixed Income & Special Situations 8.6 0% 0.0 0% 0.0 0% 0.0 NA Opp 13.3 0% 0.0 0% 0.0 0% 0.0 Marketing 19.4 30% 5.8 35% 6.8 25% 4.9 Administration 0.7 0% 0.0 0% 0.0 0% 0.0 Business Management 4.1 40% 1.6 45% 1.8 35% 1.4 Client Administration 1.1 40% 0.5 45% 0.5 35% 0.4 Compliance 2.6 40% 1.0 45% 1.2 35% 0.9 Equity Finance 1.7 0% 0.0 0% 0.0 0% 0.0 Finance 4.8 50% 2.4 55% 2.6 45% 2.2 HR & Facilities 0.4 70% 0.3 75% 0.3 65% 0.3 IT 3.5 30% 1.0 35% 1.2 25% 0.9 Legal 6.8 50% 3.4 55% 3.7 45% 3.1 Operations & Middle Office 5.2 30% 1.6 35% 1.8 25% 1.3 Risk Management 1.5 0% 0.0 0% 0.0 0% 0.0 Total Personnel Expenses 186.5 10% 18.9 11% 21.4 9% 16.4 Total Expenses 280.7 17% 46.6 19% 53.6 14% 39.5 [ 29 ] Source: Management

 


 

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PRELIMINARY & CONFIDENTIAL Preliminary Revenue Synergy Estimates An additional $4 billion of assets under management at a 2.50% blended fee would generate $100 million of incremental revenue per annum which translates to $26 million of pre-tax income — At an assumed 26% operating income margin(1) and 20% tax rate(2), the incremental $100 million of revenue synergies contribute $21 million to net income which increases FY2011 and FY2012 net income by 35%and 22%, respectively Annual Gross Revenue Synergies ($m) Blended Fee (%) ###### 1.00% 1.25% 1.50% 1.75% 2.00% 2.25% 2.50% 2.75% 3.00% 3.25% 3.50% 3.75% 4.00% 4.25% 4.50% 4.75% 5.00% bn) $1.0 $10 $13 $15 $18 $20 $23 $25 $28 $30 $33 $35 $38 $40 $43 $45 $48 $50 $ AUM ( $2.0 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 $3.0 30 38 45 53 60 68 75 83 90 98 105 113 120 128 135 143 150 Additional $4.0 40 50 60 70 80 90 100 110 120 130 140 150 160 170 180 190 200 $5.0 50 63 75 88 100 113 125 138 150 163 175 188 200 213 225 238 250 Annual Pre-Tax Income from Gross Revenue Synergies ($m) Blended Fee (%) $26 1.00% 1.25% 1.50% 1.75% 2.00% 2.25% 2.50% 2.75% 3.00% 3.25% 3.50% 3.75% 4.00% 4.25% 4.50% 4.75% 5.00% bn) $1.0 $3 $3 $4 $5 $5 $6 $6 $7 $8 $8 $9 $10 $10 $11 $12 $12 $13 $ AUM ( $2.0 5 6 8 9 10 12 13 14 16 17 18 19 21 22 23 25 26 $3.0 8 10 12 14 16 18 19 21 23 25 27 29 31 33 35 37 39 Additional $4.0 10 13 16 18 21 23 26 29 31 34 36 39 42 44 47 49 52 $5.0 13 16 19 23 26 29 32 36 39 42 45 49 52 55 58 62 65 [ 30 ] Source: Management (1) Source: Credit Suisse equity research (2) Source: Represents Melvin 2009 effective tax rate

 


 

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PRELIMINARY & CONFIDENTIAL Appendix B — Economic Accretion / Dilution Sensitivity Analysis

 


 

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PRELIMINARY & CONFIDENTIAL Economic Accretion / (Dilution) Analysis — $4.50 cash per share The analysis below illustrates Melvin EPS acc./(dil.) assuming a range of interest rates on foregone cash income and per share offer prices for controlling shareholders Assumes non-controlling shareholders receive $4.50 in cash 100% of estimated synergies are recognized in FYE 3/31/2011 and FYE 3/31/2012 Note: Potential tax consequences of the contemplated transaction may impact the following analysis and are still under diligence FY 2011 — $13MM Pre-Tax Revenue Synergies(1) / $50MM Cost Synergies FY 2012 — $14MM Pre-Tax Revenue Synergies(1) / $50MM Cost Synergies Offer Price to Offer Price to Controlling Assumed Foregone Interest Income on Cash Controlling Assumed Foregone Interest Income on Cash Shareholders 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% Shareholders 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% $3.40 9.6% 8.9% 8.2% 7.6% 6.9% 6.2% $3.40 9.0% 8.5% 8.0% 7.5% 7.0% 6.5% $3.50 9.3% 8.7% 8.0% 7.3% 6.6% 5.9% $3.50 8.7% 8.2% 7.7% 7.2% 6.8% 6.3% $3.75 8.7% 8.0% 7.3% 6.6% 5.9% 5.2% $3.75 8.0% 7.5% 7.1% 6.6% 6.1% 5.6% $4.00 8.0% 7.3% 6.6% 5.9% 5.3% 4.6% $4.00 7.4% 6.9% 6.4% 5.9% 5.4% 4.9% $4.25 7.3% 6.6% 5.9% 5.3% 4.6% 3.9% $4.25 6.7% 6.2% 5.7% 5.2% 4.8% 4.3% $4.50 6.6% 6.0% 5.3% 4.6% 3.9% 3.3% $4.50 6.0% 5.5% 5.1% 4.6% 4.1% 3.6% FY 2011 — $26MM Pre-Tax Revenue Synergies(2) / $50MM Cost Synergies FY 2012 — $29MM Pre-Tax Revenue Synergies(2) / $50MM Cost Synergies Offer Price to Offer Price to Controlling Assumed Foregone Interest Income on Cash Controlling Assumed Foregone Interest Income on Cash Shareholders 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% Shareholders 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% $3.40 11.4% 10.7% 10.1% 9.4% 8.7% 8.0% $3.40 10.4% 9.9% 9.4% 9.0% 8.5% 8.0% $ 3.50 11.2% 10.5% 9.8% 9.1% 8.4% 7.7% $3.50 10.2% 9.7% 9.2% 8.7% 8.2% 7.7% $3.75 10.4% 9.8% 9.1% 8.4% 7.7% 7.0% $3.75 9.5% 9.0% 8.5% 8.0% 7.5% 7.0% $4.00 9.8% 9.1% 8.4% 7.7% 7.0% 6.4% $4.00 8.8% 8.3% 7.8% 7.3% 6.8% 6.3% $4.25 9.1% 8.4% 7.7% 7.0% 6.4% 5.7% $4.25 8.1% 7.6% 7.1% 6.6% 6.2% 5.7% $4.50 8.4% 7.7% 7.0% 6.4% 5.7% 5.0% $4.50 7.4% 6.9% 6.5% 6.0% 5.5% 5.0% [ 32 ] (1) Assumes $50 million of gross revenue synergies, which results in $13 million and $14 million of pre-tax revenue synergies after applying 2011E and 2012E EBT margins of 25.9% and 28.7%, respectively (2) Assumes $100 million of gross revenue synergies, which results in $26 million and $29 million of pre-tax revenue synergies after applying 2011E and 2012E EBT margins of 25.9% and 28.7%, respectively

 


 

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PRELIMINARY & CONFIDENTIAL Economic Accretion / (Dilution) Analysis — $5.00 cash per share The analysis below illustrates Melvin EPS acc./(dil.) assuming a range of interest rates on foregone cash income and per share offer prices for controlling shareholders Assumes non-controlling shareholders receive $5.00 in cash 100% of estimated synergies are recognized in FYE 3/31/2011 and FYE 3/31/2012 Note: Potential tax consequences of the contemplated transaction may impact the following analysis and are still under diligence FY 2011 — $13MM Pre-Tax Revenue Synergies(1) / $50MM Cost Synergies FY 2012 — $14MM Pre-Tax Revenue Synergies(1) / $50MM Cost Synergies Offer Price to Offer Price to Controlling Assumed Foregone Interest Income on Cash Controlling Assumed Foregone Interest Income on Cash Shareholders 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% Shareholders 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% $3.40 9.6% 8.8% 8.0% 7.3% 6.5% 5.8% $3.40 9.0% 8.4% 7.9% 7.3% 6.8% 6.2% $3.50 9.3% 8.5% 7.8% 7.0% 6.3% 5.5% $3.50 8.7% 8.1% 7.6% 7.1% 6.5% 6.0% $3.75 8.6% 7.8% 7.1% 6.3% 5.6% 4.8% $3.75 8.0% 7.5% 6.9% 6.4% 5.8% 5.3% $4.00 7.9% 7.2% 6.4% 5.7% 4.9% 4.2% $4.00 7.3% 6.8% 6.2% 5.7% 5.2% 4.6% $4.25 7.2% 6.5% 5.7% 5.0% 4.3% 3.5% $4.25 6.6% 6.1% 5.6% 5.0% 4.5% 4.0% $4.50 6.6% 5.8% 5.1% 4.4% 3.6% 2.9% $4.50 6.0% 5.5% 4.9% 4.4% 3.9% 3.3% FY 2011 — $26MM Pre-Tax Revenue Synergies(2) / $50MM Cost Synergies FY 2012 — $29MM Pre-Tax Revenue Synergies(2) / $50MM Cost Synergies Offer Price to Offer Price to Controlling Assumed Foregone Interest Income on Cash Controlling Assumed Foregone Interest Income on Cash Shareholders 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% Shareholders 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% $3.40 11.4% 10.6% 9.9% 9.1% 8.3% 7.6% $3.40 10.4% 9.8% 9.3% 8.8% 8.2% 7.7% $ 3.50 11.1% 10.3% 9.6% 8.8% 8.1% 7.3% $3.50 10.1% 9.6% 9.0% 8.5% 7.9% 7.4% $3.75 10.4% 9.6% 8.9% 8.1% 7.4% 6.6% $3.75 9.4% 8.9% 8.3% 7.8% 7.3% 6.7% $4.00 9.7% 8.9% 8.2% 7.4% 6.7% 6.0% $4.00 8.7% 8.2% 7.7% 7.1% 6.6% 6.1% $4.25 9.0% 8.3% 7.5% 6.8% 6.0% 5.3% $4.25 8.0% 7.5% 7.0% 6.4% 5.9% 5.4% $4.50 8.3% 7.6% 6.9% 6.1% 5.4% 4.6% $4.50 7.4% 6.8% 6.3% 5.8% 5.3% 4.7% [ 33 ] (1) Assumes $50 million of gross revenue synergies, which results in $13 million and $14 million of pre-tax revenue synergies after applying 2011E and 2012E EBT margins of 25.9% and 28.7%, respectively (2) Assumes $100 million of gross revenue synergies, which results in $26 million and $29 million of pre-tax revenue synergies after applying 2011E and 2012E EBT margins of 25.9% and 28.7%, respectively

 


 

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PRELIMINARY & CONFIDENTIAL Appendix C — Special Committee Follow-up Requests

 


 

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PRELIMINARY & CONFIDENTIAL Follow-Up & Discussion Topics DUAL PURCHASE Consider caps on management shares PRICE DYNAMICS $9.8 billion of George’s $13.2 billion performance fee generating AUM (74%) was above or close to above high-water marks as of March PROXIMITY TO HIGH- 31, 2010 WATER MARKS Melvin’s weighted average distance from its high-water marks is 11.6% Since 2009, US financial M&A transactions have occurred at 31% and 32% premium to the target’s 1-day and 5-day average closing FINANCIAL price, respectively INDUSTRY Since 2008, UK financial M&A transactions have occurred at 29% and 24% premium to the target’s 1-day and 5-day average closing M&A PREMIA(1) price, respectively Based on preliminary analysis, it appears that a transaction at a $4.50 per share purchase price for George implies an equity value that may exceed 25% of the current market capitalization of Melvin and therefore would be classified by the FSA as a Class 1 transaction CLASS 1 TEST In the case of a Class 1 transaction, an explanatory circular must be sent to shareholders, shareholder approval must be obtained and a notification to an RIS containing specific details of the transaction must be released WARRANT PRICING Warrants currently trading at $0.13 CURRENT Public ownership - Lehman (11%), Fidelity (7%), Landsdowne Partners (6%) and BlackRock (3%) SHAREHOLDER Management ownership — over 50% held by the group of Noam Gottesman, Pierre Lagrange, Emmanuel Roman, Martin Franklin and COMPOSITION related trusts [ 35 ] Note: (1) Data per Goldman Sachs presentation

 


 

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PRELIMINARY & CONFIDENTIAL Performance Relative to High Water Marks GEORGE — AUM ABOVE HIGH WATER MARK(1) ($BN) $8.0 $6.7 $6.0 1.1 1.5 $3.1 $4.0 0.4 $1.8 $2.0 4.1 $0.6 $1.0 2.1 $0.0 0.6 Above Water 0 — 5% from Peak 5 — 10% from Peak 10 — 30% from Peak Over 30% from Peak Alternative 130/30 Long Only $ $9.8 billion of potential9.8 $ $13.2 billion AUM (74%) in position to .2 generate performance fees MELVIN — AHL FUNDS DISTANCE FROM PEAK (SEPTEMBER 2009) 57% 60% 50% 40% 30% 18% 20% 11% 8% 5% 10% 1% 0% At Peak 0 — 5% from Peak 5 — 10% from Peak 10 — 15% from Peak 15 - 20% from Peak Over 20% from Peak Weighted average distance from peak — -(11.6%) . [ 36 ] Sources: George March 31, 2010 Internal Management Presentation and Man Group April 2010 Investor Presentation 1. Includes managed accounts

 


 

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PRELIMINARY & CONFIDENTIAL Shareholder Vote Threshold The table below summarizes the tests performed to determine whether a particular transaction is classified as the following: - Class 3 Transaction — all percentage ratios are less than 5% — Class 2 Transaction — any percentage ratio is 5% or more but each is less than 25% — Class 1 Transaction — any percentage ratio is 25% or more — Reverse Takeover Class 1 requirements state that a listed acquiror must make public disclosure of certain transaction details and obtain shareholder approval via a vote to effect a transaction NOTES Date (in US$) George Melvin George Melvin Comments Test 1: Th e Gross Assets Test divides Test 1: Gross Assets the gross assets of the target by the Total Gross Assets 500.8 5,399.0 12/31/2009 9/30/2009 Latest reported figures gross assets of the listed company Ratio 9.3% acquiror Test 2: Profits Test 2: The Profits Test is calculated by Profit Before Tax (361.5) 743.0 12/31/2009 3/31/2009 Latest annual figures dividing pre-tax profits of the target by Ratio NM the pre-tax profits of the listed company acquiror Test 3: Consideration Equity Consideration(1) 1,559.4 Including impact of change of control on convertible Test 3: The Consideration Test Market Value of Shares 5,986.9 5/4/2010 calculates transaction consideration as Total 1,559.4 5,986.9 the percentage of aggregate market Ratio 26.0% value of the listed acquiror’s shares Test 4: Gross Capital Test 4: The Gross Capital Test divides Equity Consideration 1,559.4 1/0/1900 Including impact of change of control on convertible the gross capital of the target by the Market Value of Shares 5,986.9 5/4/2010 gross capital of the listed company For George, excluding $228.5m of convertible debt acquiror Long Term Liabilities(2) 303.3 1,459.3 12/31/2009 9/30/2009 For Melvin, assuming all Trade Payables are ST Minority Interests 14.2 1.0 12/31/2009 9/30/2009 Latest reported figures Current Liabilities vs. Current Assets Exc 0.0 0.0 12/31/2009 9/30/2009 Latest reported figures Total 1,876.9 7,447.3 Ratio 25.2% [ 37 ] Source: Model received from Goldman Sachs (1) Assumes offer price to non-controlling shareholders of $4.50 and offer price to controlling shareholders of $3.40 (2) Melvin Long Term Liabilities pro forma for issuance of EUR600m of senior debt (converted into USD at EUR/USD exchange rate of 0.76 : 1 as of May 4, 2010

 


 

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PRELIMINARY & CONFIDENTIAL Overview of George Convertible Subordinated Notes As part of the proposed transaction, Melvin will pay cash consideration to holders of George’s $228.5 million 5.00% Convertible Subordinated Notes due May 2014 (the “Convertible Notes”) — In May 2009, George issued $214 million of Convertible Notes to pay down a portion of its existing senior secured credit facility, and subsequently issued an additional $14.5 million under the same indenture in June 2009 — At issuance, the initial conversion rate per $1,000 of Convertible Notes principal was 268.8 shares of common stock, which represents an underlying share price of $3.72 per share As a result of the Change of Control, the holders of the Convertible Notes are entitled to additional shares per $1,000 of principal amount as set forth in the table below — Per the indenture, the table below outlines the additional shares due to holders of the Convertible Notes based on various share prices The holders of the Convertible Notes will then receive cash consideration from Melvin for their as-converted ownership of George’s common stock Additional Change of Control Shares Issued per $1,000 of Convertible Notes Share Price Effective $3.10 $3.25 $3.50 $3.75 $4.00 $5.00 $5.58 $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 $12.00 Date 53.763 48.916 42.102 36.604 32.113 20.534 16.560 14.393 10.730 8.327 6.629 5.360 4.372 3.579 5/15/2010 53.763 46.835 39.262 33.224 28.363 16.331 12.510 10.539 7.450 5.621 4.424 3.571 2.921 2.404 5/15/2011 53.763 45.450 36.750 29.839 24.304 10.976 7.129 5.345 3.034 2.056 1.575 1.278 1.060 0.884 5/15/2012 53.763 44.656 34.834 27.129 20.957 5.410 0.938 — - — - — - -5/15/2013 53.763 40.324 28.961 20.752 14.826 3.133 0.539 — - — - — - -5/15/2014 53.763 38.875 16.897 — - — - — - — - — - - [ 38 ] Source: Public filings

 


 

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PRELIMINARY & CONFIDENTIAL Current Shareholder Composition INSTITUTIONAL HOLDERS SHARES % Lehman Ltd. 33,659,998 10.8% Fidelity Investments 22,489,268 7.2% Lansdowne Partners Limited Partnership 19,837,389 6.4% BlackRock 7,987,454 2.6% JPMorgan Asset Management Holdings 4,123,738 1.3% The Vanguard Group 4,002,715 1.3% Neuberger Berman 3,510,675 1.1% Morgan Stanley Investment Management 3,056,878 1.0% State Street Global Advisors 2,098,781 0.7% Goldman Sachs Group 1,715,789 0.6% Northern Trust Global Investments 648,122 0.2% The Bank of New York Mellon 542,543 0.2% Geode Capital Management 484,222 0.2% California Public Employees’ Retirement System 474,045 0.2% Henderson Global Investors 459,691 0.1% Pictet Asset Management 400,000 0.1% Susquehanna International Group 367,741 0.1% Ohio Public Employees Retirement System 340,368 0.1% Florida State Board of Administration 339,000 0.1% California State Teachers Employees’ Retirement System 333,182 0.1% Top 20 Institutions 106,871,599 34.3% Other Institutions 5,201,575 1.7% Total Institutions 112,073,174 36.0% [ 39 ] Sources: Public filings and Capital IQ