GVHR » Topics » Opinion of Our Financial Advisor

This excerpt taken from the GVHR DEFA14A filed May 4, 2009.

Opinion of Our Financial Advisor

 

The disclosure on page 34 of the Proxy Statement in the sections captioned “Opinion of our Financial Advisor—Discounted Cash Flow Analysis” and “Opinion of our Financial Advisor—Miscellaneous” is supplemented with the disclosure set forth below.  The new text is underlined and the deleted text is stricken through.

 

“Credit Suisse performed a discounted cash flow analysis of Gevity to calculate the estimated present value of the unlevered, after-tax free cash flows that Gevity could generate during fiscal years 2009 through 2013 based on both the Gevity management plan and certain sensitivities to the Gevity management plan. Credit Suisse calculated terminal values for Gevity by applying a range of terminal value EBITDA multiples of 2.0x to 5.0x to Gevity’s fiscal year 2013 estimated EBITDA. The present value of the cash flows and terminal values was then calculated using discount rates ranging from 17.0% to 21.0%, which range was derived taking into account, among other things, a weighted average cost of capital calculation.  This analysis indicated the following implied per share equity reference ranges for Gevity based on the Gevity management plan and certain sensitivities to the Gevity management plan, as compared to the per share merger consideration:

 

Implied Per Share Equity Reference Ranges for Gevity

 

Per Share

 

Gevity Management Plan

 

Gevity Management Plan Sensitivity

 

Merger Consideration

 

$3.45 - $5.60

 

$2.80 - $4.60

 

$

4.00

 

 

5



 

This excerpt taken from the GVHR 8-K filed May 4, 2009.

Opinion of Our Financial Advisor

 

The disclosure on page 34 of the Proxy Statement in the sections captioned “Opinion of our Financial Advisor—Discounted Cash Flow Analysis” and “Opinion of our Financial Advisor—Miscellaneous” is supplemented with the disclosure set forth below.  The new text is underlined and the deleted text is stricken through.

 

“Credit Suisse performed a discounted cash flow analysis of Gevity to calculate the estimated present value of the unlevered, after-tax free cash flows that Gevity could generate during fiscal years 2009 through 2013 based on both the Gevity management plan and certain sensitivities to the Gevity management plan. Credit Suisse calculated terminal values for Gevity by applying a range of terminal value EBITDA multiples of 2.0x to 5.0x to Gevity’s fiscal year 2013 estimated EBITDA. The present value of the cash flows and terminal values was then calculated using discount rates ranging from 17.0% to 21.0%, which range was derived taking into account, among other things, a weighted average cost of capital calculation.  This analysis indicated the following implied per share equity reference ranges for Gevity based on the Gevity management plan and certain sensitivities to the Gevity management plan, as compared to the per share merger consideration:

 

Implied Per Share Equity Reference Ranges for Gevity

 

Per Share

 

Gevity Management Plan

 

Gevity Management Plan Sensitivity

 

Merger Consideration

 

$3.45 - $5.60

 

$2.80 - $4.60

 

$

4.00

 

 

5



 

EXCERPTS ON THIS PAGE:

DEFA14A
May 4, 2009
8-K
May 4, 2009
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