Case Study on Shareholder

Activism
(Abridged Version)








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 Case Study on Shareholder Activism
This case, which is fictional, presents a dilemma facing many boards of directors and
executives at publicly traded companies today.

The objective of this abridged version of Hedge Fund Solution’’s Activist Case Study is to
highlight some of the more complex decisions to be made when companies are confronted
with an activist shareholder’’s demands for boosting shareholder value.

PURPOSE
To provide a high-level overview of some of the issues and considerations facing
Boards of Directors and Company Executives when activist investors lobby for
increased representation and strategic change. At the end of the case study,
participants will have gained a greater understanding of the issues and complexities
of shareholder activism.

BACKGROUND
WidgeCo (WIDG) a manufacturer of specialized widgets for the defense, shipping,
electronics and food service industries is challenged by flat sales, a declining stock
price, an underperforming, overpriced and not-yet integrated acquisition that is the
brainchild of the CEO’’s recently hired heir apparent, and a number of governance
issues.

Chumming Waters Hedge Fund, L.P. is a 5% owner that is dissatisfied with

WidgeCo’’s performance and strategies, is publically lobbying for significant change
and is proposing its own Board members in an attempt to wrestle control from
Company incumbents.

Contents

Investor Relations Case Study (abridged) 3

Chumming Waters Hedge Fund, L.P. letter to WidgeCo Board of Directors (abridged) 10

Case Study on Shareholder Activism - Abridged

© Hedge Fund Solutions. All Rights Reserved 2009. Page 2 of 14
 WidgeCo
Better Living through WidgetryTM

Storm Clouds Gather……

The air in the Board room at WidgeCo was thick with anticipation. It was late on a
Tuesday afternoon in August and everyone had been told on short notice to cancel
any previous engagements and gather in the Board room at 4:00 PM. The company’’s
CEO, ““Buck”” Dimes, had called the meeting. Everyone knew that Buck, a meticulous
engineer who planned everything with great precision, did not call meetings on
short notice. In addition to the Board of Directors, members of management in
the room were Ari Sing Starr, WidgeCo’’s President and COO, Iona Lott, the
company’’s Chief Financial Officer and Stockton G. Uroo, Vice President of Investor
Relations.

At precisely 4:00 PM Buck Dimes strode into the room. His expression was grave.
Everyone stopped talking and waited for him to speak.

In his typical style, Buck didn’’t waste a lot of time on preliminaries. ““Thanks for
coming on such short notice. I’’m afraid I have bad news. Earlier today I received
a letter from a hedge fund in New York that thinks they can tell us how to run our
business. The letter was also sent to the wire services as part of a press release.
I won’’t go into all of the particulars now, but I’’ve made copies of the letter for
each of you. We don’’t have a lot of time and not responding to these activist
investors is not an option. This is a strong company with a great future in front of
it, and I expect that with time to work our way through our current slowdown in
earnings we can demonstrate the error of these hotshot investors’’ ways. However,
I realize that we are a public company and as officers and directors you have a
fiduciary duty to do what is in the best interests of shareholders. I expect that
with some hard work this group can come up with some solid recommendations.
Now let’’s get down to business.””

Case Study on Shareholder Activism - Abridged

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Company History

In 1979, Dr. Buckson (““Buck””) Dimes had been working for five years as an engineer
for one of the major U.S. defense subcontractors, BlastCo, Inc. The world was in
economic turmoil, political tensions were high and demand for BlastCo’’s specialty
products was high. A year earlier and despite his young age, Buck had been placed
in charge of one of the manufacturing lines for a minor component in BlastCo’’s ““Go
Get ‘‘Em 2200”” product, one of the company’’s top sellers.

As Buck ran the line, he realized it would be possible to make improvements not
only on his particular component, but on others in the plant as well. Taking his
ideas and conceptual drawings to his senior management, he made a case for being
placed in charge of designing and implementing the new parts. Management of
BlastCo was not interested. Buck’’s work would require time and resources which
the company felt better allocated elsewhere. Buck returned to his line and the
more he thought about his designs, the more he became convinced he had stumbled
upon something which customers would want.

Before six months had passed, Buck quit and with the support of his wife, Penny
Nicholson Dimes, founded WidgeCo in his garage. He borrowed enough money to
manufacture a prototype of his product, the Widge 1000, and in 1981 made his
first sale to a major contractor. Backed by his first significant order, Buck
expanded his manufacturing capabilities and his business thrived as then President
Reagan employed a strategy which included a significant military build up to place
increasing pressure on the Soviet Union.

By 1985, WidgeCo was producing more than 5 million units per year and enjoying a
nice profit. In 1986, he took the company public with backing from Goldman Sachs
and Lehman Brothers. The stock was traded on the exchange under the symbol
““WIDG.””

Then, disaster struck, at least from Buck’’s point of view. Reagan’’s strategy to
cause the fall of the Soviet Union had succeeded, military spending was reduced,
and orders for the Widge 1000 dropped. Buck had seen some of the early warning
signs in advance and had already begun thinking about diversification.

Case Study on Shareholder Activism - Abridged

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In 1992, he acquired a small, privately held company called MarCo which
manufactured high specification components for the global shipping industry. Buck
was still heavily involved with the design group and led efforts to improve MarCo’’s
main product, renamed the MarWidge, and improve its marketability. He
succeeded in growing the business by 10% over the next five years.

In 2000, Buck again made an acquisition. The tech bubble had burst and Buck was
aware of a small manufacturing business called SemCorp that was focused on
semiconductor manufacturing. SemCorp was about to go bankrupt and Buck was
convinced that his superior design and manufacturing techniques could make the
business profitable. He bought the company for a song and by 2003, the
SemWidge division had turned a profit and was steadily growing its contribution to
the bottom line.

Also in 2003, at the age of 53, Buck began to think for the first time about
succession. Encouraged by his board, the company conducted a search and ended
up hiring 45-year old Ari Sing Starr to as Chief Operating Officer and the
designated heir apparent. Coming from the food services giant StaleCo, Ari’’s
background had little to do with any of WidgeCo’’s three product lines, but Buck
convinced the board that Ari’’s expertise in running a profitable business line at
StaleCo and his entrepreneurial spirit made him the perfect candidate to
eventually succeed him.

In 2005, WidgeCo entered a bit of a slump. The share price had essentially
flatlined, and the business, while still profitable, was facing increasing competition
from other global providers. Only the original business line, which still served the
US defense subcontracting industry, was showing slight growth. The MarWidge
and SemWidge units were returning cost of capital, but barely.

Buck was concerned, but also reluctant to act. It was almost unbearable for him to
see the company in this state. At the same time, he had invested his credibility in
the hiring of Ari and wanted to see whether he could handle this difficult
situation. With Buck’’s urging, the board promoted Ari to the office of President
and tasked him with developing a strategy to move the company forward.

Ari returned to his roots in food services, confident he had the answer to
WidgeCo’’s dilemma. In January 2006, he proposed the acquisition of Willy Wonka

Case Study on Shareholder Activism - Abridged

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Co, believing that WidgeCo’’s core competencies could be applied to profitably
enter this new business line.

Ari believed that acquiring Willy Wonka Co. would provide needed diversification to
WidgeCo and an opportunity to gain synergies from the use of WidgeCo’’s
technologies and engineering capabilities. Further, he was convinced that the
industrial and defense related segments of WidgeCo’’s business did not offer the
same opportunities to grow as did the consumer product oriented segment of the
economy that would be served by Willy Wonka Co.

From the beginning, he met with resistance from the board who did not entirely
view this proposal as a natural extension of the business. Buck, however, stood
steadfastly at Ari’’s side in recommending the acquisition and over the next several
months, convinced the board to proceed and in April, WidgeCo made an initial offer
which included a cash premium of 20%. Ari immediately launched a media campaign
and went on the road to convince shareholders that this was a good deal for
WidgeCo.

The company’’s major investors were not overly enthused, but the long-time
institutional base had faith in Buckson Dime’’s record. But nothing is ever easy and
another suitor emerged, Chocka Blocka Inc., who made an offer at a 25% premium.
Ari, afraid of losing the deal, convinced the board to increase their offer to 30%
($150 million) which was at the fringe of making the deal accretive. Willy Wonka
Co’’s board eventually accepted and in August 2006, following a shareholder vote in
which only 60% of WidgeCo’’s holders approved the deal, WidgeCo became the
owner of the Willy Wonka business.

Ari took personal control of the new business line. He introduced some of his own
ideas, but resisted Buck’’s input and that of WidgeCo’’s manufacturing black belts.
He fired many of the Willy Wonka employees and replaced them with those loyal to
himself. As a result, the WillyWidge unit was never fully integrated into WidgeCo
and the culture within the unit was somewhat unique.

Case Study on Shareholder Activism - Abridged

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Current Situation

The company consists of four main business lines:

MilWidge: The original business. Provides high tech widgets to major

defense subcontractors. There is some integration with the SemWidge
business line. The line is profitable and steady.
MarWidge: Provides widgets to the shipping and tanker industry. The
growth of worldwide economies and increased order books for shipping
companies have led to the growing contribution of this line over the last
several years.
SemWidge: One of the few remaining US providers of widgets to the
electronics industry. Its domestic ownership places it in a good position to
fill sensitive orders for MilWidge where a foreign manufacturer would be
unacceptable. The business is competitive because of its quality and has
shown some slight growth.
WonkWidge: The 2006 acquisition. Provides widgets to the food service
industry, targeted specifically to comfort food manufacturers. The
business has been losing money since its acquisition and has never been fully
integrated into the other product lines.

Case Study on Shareholder Activism - Abridged

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 WidgeCo Financials 2005 –– 2009 (projected)
WIDGECO($inthousands)     
      Actual Actual Actual Actual  Projected
      2005 2006 2007 2008  2009
           
 Sales    895,000 1,007,650 1,220,686 1,245,426  1,245,980
  %Growth  7% 12.6% 21.1% 2.0%  0.0%
           
 COGS   %Sales 609,350 688,505 840,725 857,274  857,160
  MilWidge 67% 167,500 179,225 191,771 197,524  199,499
  MarWidge 68% 217,600 232,832 249,130 256,604  259,170
  SemWidge 69% 224,250 239,948 256,744 264,446  267,091
  WonkWidge 73%  36,500 143,080 138,700  131,400
           
 GrossProfit  285,650 319,146 379,961 388,152  388,820
  %    32% 32% 31% 31%  31%
 Sales&Marketing 81,300 91,991 112,680 114,873  114,832
  %    9% 9% 9% 9%  9%
 G&A    98,450 111,842 138,195 140,797  140,658
  %    11% 11% 11% 11%  11%
 R&D    44,750 50,383 61,034 64,321  64,369
  %     5% 5% 5%  5%
 OperatingExpense 224,500 254,215 311,910 319,990  319,858
 EBIT    61,150 64,931 68,051 68,162  68,962
  OperatingMargin 6.8% 6.4% 5.6% 5.5%  5.5%
 InterestExpense 0 1,600 6,400 6,400  6,400
 TaxRate   38.0% 38.0% 38.0% 38.0%  38.0%
           
 NetIncome  37,913 39,265 38,223 38,292  38,789
  AvgSharesOutstanding 75,000 75,000 75,000 75,000  75,000
  EPS    $0.51 $0.52 $0.51 $0.51  $0.52

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 WidgeCo
Better Living through WidgetryTM

WidgeCo - Shareholder Composition

June 1, 2009

Shares controlled as
Shareholder Categories Shares
a % of outstanding

Institutional Investors 46,250,000 61.67%

Chumming Waters Inc. 3,750,000 5.00%
Banks (other than Institutional Investors) 750,000 1.00%
Broker 18,750,000 25.00%
Officers and Directors 1,000,000 1.33%
Registered Holders 4,500,000 6.00%
Total: 75,000,000 100.00%

Case Study on Shareholder Activism - Abridged

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 Chumming Waters Hedge Fund L.P.

FOR IMMEDIATE RELEASE

This letter was sent to the Board of Directors of WidgeCo, Inc. (WIDG) today. The text of the letter to WidgeCo follows. A
copy of the letter, and supporting documentation, including a detailed investor presentation with in-depth financial
analysis, can be found at www.WidgeCoCommitteeForValueImprovement.com

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© Hedge Fund Solutions. All Rights Reserved 2009. Page 10 of 14
 WidgeCo Committee for Value Improvement and Shareholder Accountability
c/o Chumming Waters Hedge Fund, L.P.
New York, NY 10019

October 22, 2009

Board of Directors
WidgeCo, Inc.
1 Widget Drive
Philadelphia, PA 19118

Dear Directors:

As you know, Chumming Waters Hedge Fund, L.P. (“Chum Fund”) and certain of its affiliates is the beneficial owner of
1,500,000 shares of common stock of WidgeCo, Inc., a Delaware corporation, constituting a 5.0% ownership in the
Company’s shares outstanding. We would like to also inform you that we have long economic exposure under cash-
settled total return swaps (“Swaps”) to an additional 1,470,000 shares of WidgeCo. Although we disclaim “beneficial
ownership” of the Swap Shares, the aggregate amount of the shares in which we have an economic exposure is equal to
9.9% of WidgeCo total shares outstanding.

Chum Fund has owned more than 1,000 shares of WidgeCo stock for more than a year. We are well-informed of your
business operations, having followed the Company closely and listened to management presentations on numerous
occasions at various analyst conferences. We have also met with a representative from the Company at a dinner hosted
by our brokerage firm last April in New York City.

Please, by no means interpret our recent acquisitions of WidgeCo stock as an indication of confidence or support for this
Board of Directors. In fact, we are writing to express our profound disappointment with you for your abject failure to
safeguard shareholder value. As fiduciaries ourselves, to the Limited Partners in our fund, we can no longer wait patiently
for the Board to act to unlock the persistently discounted value of WIDG stock; and we cannot stand by and watch as the
actions you do take continue to destroy shareholder value.

The financial performance of WidgeCo under the direction of this entrenched board of directors and underperforming
management team has been abysmal. The Company lags behind its peers in nearly every financial metric, resulting in
the Company’s stock price maintaining its status as a chronic underperformer in the marketplace despite management
being richly compensated as if the Company were a star performer.

EGREGIOUS COMPENSATION NOT CORRELATED WITH PERFORMANCE

We note, for example, that the Company’s four highest paid and most senior officers have pocketed a total of $15 million
in aggregate compensation over the past four years during a period in which shareholder value has precipitously declined
by more than 17.4%. Somehow, this Board has found it reasonable to continue to remunerate management handsomely
with salaries, cash bonuses, stock options, restricted stock units, season tickets to the San Antonio Spurs, and a fractional
ownership in a corporate jet to ostensibly use at their whim and fancy.

According to the amount of money deducted from the corporate coffers for such an extravagance, we can only deduce
that the size of the luxury airliner must be large enough to host the entire Spurs’ basketball team, The Coyote - the team
mascot, AND the entire cheerleading squad.

Now really, is it even remotely possible to explain the need for such lavishness when most other senior management
teams are flying back in steerage-class like the rest of us in order to conserve costs during this recessionary period? How
can a luxury of such magnitude be a necessity for a company whose primary business is to manufacture and sells widgets
to a handful of distributors, mostly located in North America??

We expect an in-depth analysis into the (mis)use of the corporate airliner will uncover that it has been primarily used for
boondoggles at some of the best golf courses around the globe. Toward this end, attached to this letter is a Demand,
under Section 220 of the Delaware General Corporation Law, requiring WidgeCo to disclose any and all information
related to the lease and use of any aircraft by the Company for the past five years.

INEFFECTIVE CORPORATE GOVERNANCE

We are also deeply concerned with the job the board has done in overseeing the Company’s corporate governance,
which in our view is nothing short of atrocious.

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According to Risk Management’s Institutional Services for Shareholders (“IS2”), WidgeCo has a corporate governance
profile worse than most other widget companies.

Last year, IS2 advised Shareholders to “withhold” their votes for both Directors up for election. In their analysis explaining
the recommendation, IS2 condemned the entire Board for unilaterally voting (two years ago) to eliminate shareholders’
ability to call a special meeting and for not reinstating the provision after a majority of shareholders - who cast their votes
at last year’s annual meeting, supported a shareholder proposal to restore these fundamental rights.

Despite the fact that the proposal garnered an overwhelming positive response from shareholders, this Board chose to
simply ignore it. We consider this unconscionable.

In addition to the IS2 recommendation, Glass Louis & Co., another leading corporate governance and proxy services firm,
suggested that WidgeCo Shareholders withhold their votes for both directors up for election last year. The two
entrenched Directors, who have been serving on this Board for a combined twenty years, received the recommendation
for their “failure to reinstate, or allow shareholders to consider through a binding vote mechanism, a by-law provision that
would enable shareholders to call a special meeting.”

In addition, one of the two Directors up for election last year also failed to obtain Glass Louis’ support for being unable to
devote enough time to WidgeCo to be an effective board member. According to their Proxy Policy Guidelines, Glass
Louis will recommend a withhold vote for any executive officer who serves on more than two other public company
boards. Since academic studies suggest that one board takes up approximately 200 hours per year of each member’s
time, we seriously question how the rest of this Board can feel comfortable that the appropriate amount of time and
consideration is being applied to the proper governance of our Company by this individual.

As a result of the Board’s governance modifications and lack of consideration for Shareholders’ request, the Company
now garners a Corporate Governance Quotient (“CGQ”) from IS2 of 49. This means that 51% of the public companies
used as comparisons within their respective index group, score better that WidgeCo on governance.

To add more insult to already injured Shareholders, the Board somehow felt comfortable unilaterally increasing and
broadening management’s “golden parachute” severance agreements. The Board decision to do so, under the ridiculous
justification that such payouts are necessary to “attract and retain key employees,” is particularly outrageous given
WidgeCo’s propensity to overcompensate management for mediocre performance. Our analysis indicates that these
payouts, which we believe would be triggered by most “change in control” scenarios, total at least $9 million. We, along
with a number of other shareholders we have spoken to, feel very strongly that these hastily adopted severance
arrangements need to be revoked.

As members of the Board of Directors with a fiduciary duty to all stakeholders, how can you permit this to continue?

Lest you forget, as board members, your primary duties and responsibilities are to shareholders and will always include:
(1) good corporate governance, (2) management oversight with suitable compensation arrangements, and (3) the ongoing
evaluation for increasing share value through the examination of various strategic alternatives.

UNDERPERFORMING WONKWIDGE BUSINESS IS A DRAG ON SHARE PRICE

Clearly, one of the biggest contributors to WidgeCo’s depressed share value is the poorly timed and badly executed
acquisition of the WonkWidge business in August 2006.

Based on our findings, we believe there is a tremendous opportunity at WidgeCo to substantially increase shareholder
value and to protect the long-term interests of shareholders. We believe, as described more fully in this letter, that
WidgeCo shares could be worth considerably more if our suggestions are implemented in an expeditious manner. The
core business (excluding the unrelated WonkWidge Business) at WidgeCo continues to perform well, generating
reasonable growth, solid earnings, and strong free cash flow. At this juncture, we believe it is incumbent upon the Board
of Directors to immediately engage an independent, nationally recognized, investment bank with relevant industry and
transactional experience, to assess all strategic alternatives, including selling the $180 million WonkWidge business.

Our most recent due diligence with respect to monitoring our investment in WidgeCo – conversations principally with
investment bankers, Wall Street research analysts, potential strategic and financial buyers, etc., - have led us to conclude
that there are several financial and strategic purchasers potentially interested in acquiring the WonkWidge business.
Therefore, based on both our direct knowledge of interested acquirers, specifically, and the marketplace for strategic
acquisitions from cash-rich acquisitors, we believe there is a strong likelihood of completing a sale transaction quickly.
Under separate cover, we will send you contact information for what we believe to be six highly regarded independent and
nationally recognized investment banks all with the requisite industry and transactional experience; and who we believe
have a strong interest in advising WidgeCo. For the Board to not authorize management to contact these (and any other
reputable) investment banks and then to not hire one of them to conduct the analysis described herein (giving public
notice of the engagement), we believe would be a noteworthy and significant breach of your fiduciary duty.

Our extensive analyses indicate WonkWidge can be sold for at least $100 million or more. The cash proceeds from the
sale can be used to retire the Company’s existing debt obligations and contribute to funding a substantial share
repurchase program. The results would be immediately accretive to earnings per share by as much as 36%.

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© Hedge Fund Solutions. All Rights Reserved 2009. Page 12 of 14
NEXT STEPS: REDUCE CORPORATE OVERHEAD, UNDERGO A DUTCH-STYLE TENDER OFFER

In addition to immediately exploring a sale of WonkWidge, management and the Board must also take prompt action to
reduce corporate overhead expenses.

After taking swift action to sell WonkWidge and implementing the cost cutting measures to reduce corporate overhead
expenses, WidgeCo will have an ongoing operating business that generates $1.1 billion in annual sales, generating an
operating margin in excess of 6.6% (compared to today’s 5.5% operating margin on $1.25 billion in annual sales.

After the sale of the WonkWidge division and repurchase of the Company’s $80 million in existing debt obligations,
WidgeCo will have a cash balance of approximately $20 million. Given the relative stability of the ongoing business,
WidgeCo can comfortably implement a $100 million share repurchase program. Assuming the Company implements a
Dutch-style tender offer that results in an average repurchase price of $6.25/share (a 21% premium to today’s stock price
of $5.17), WidgeCo would retire approximately 16 million shares.

The recapitalization strategy will offer shareholders who choose to participate immediate liquidity at a meaningful premium
to the market. The actions would be immediately accretive to EPS and accelerate future EPS growth, resulting in a share
value that will be highly accretive to those shareholders who choose not to tender their shares.

WidgeCo shareholders would greatly benefit from the implementation of the initiatives we have highlighted above. As you
can see in the table below, even using a conservative estimate for the value of WonkWidge in a sale and a conservative
P/E multiple after a share buyback is complete, we believe WidgeCo shares would be worth between $7.77 and $8.47 per
share by the end of fiscal year 2010, suggesting a 50% to 64% increase in shareholder value above the current price of
$5.17.

ELECT SHAREHOLDER REPRESENTATIVES TO RESTORE VALUE

In light of the foregoing opportunities to increase share value and the complete and utter failure for this Board to act
appropriately, we seriously question the Board’s commitment to the interests of its public stockholders. This concern has
been expressed to us directly, and by others who have made their dissatisfaction known on quarterly shareholder
conference calls and during analyst roadshows.

While we strongly believe in the potential prospects of WidgeCo, the status quo is clearly unacceptable and has been
destroying shareholder value for far too long.

As significant shareholders of WidgeCo, our objective is to see the full value of our shares recognized in the marketplace.
As such, we commit to working on behalf of all shareholders to ensure that our interests are represented in the board
room.

Attached to this letter is our formal notification that we intend to nominate three individuals to fill the director positions up
for election at the Company’s next annual meeting. As you will notice, our director candidates have the appropriate skills
and fortitude to implement significant changes for the benefit of all WidgeCo shareholders.

Even though we are already moving forward with these actions, we welcome an open dialogue with the current Board of
Directors. Our sincere hope is that the current Board will take a fresh look at the opinions we have outlined above and
immediately take action.

We remain open to speaking with you at any time.

Sincerely,

Yuri N. Trubl

Chairman,
WidgeCo Committee for Value Improvement and Shareholder Accountability

Managing Member,
Chumming Waters Hedge Fund

THIS IS NOT, NOR SHALL IT BE DEEMED TO BE, A SOLICITATION OF PROXIES FOR THE UPCOMING ANNUAL
GENERAL MEETING OF THE COMPANY.

SOURCE: Chumming Waters Hedge Fund (Offshore) L.P.

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Hedge Fund Solutions would like to thank the following friends and colleagues for their
invaluable help and expertise in the development of this Case Study:
National Investor Relations Institute, Houston Chapter
National Investor Relations Institute, Southwest Region Conference Planning Committee
Lee Ahlstrom, Vice President of Investor Relations & Planning, Noble Corporation; NIRI
Houston President
Hope Novosad, Manager, Investor Relations, Houston Wire & Cable Company
John Palizza, Managing Partner, Palizza Partners, LLC
Rachel Posner, Senior Managing Director and General Counsel, Georgeson
Matthew Sherman, Partner, Joele Frank, Wilkinson, Brimmer, Katcher
Paul Schulman, Executive Managing Director, The Altman Group
Scott Winters, Vice President Corporate Communications, Plains Exploration & Production
Company
Brook Wootton, Director Investor Relations, Noble Corporation; NIRI Houston Treasurer

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