Fairness opnion sample 1

Complete Assessment Studies Fairness Opinion – Pet Produ in Br

54

CONFIDENTIAL

Selected Slides on ABC Board Book

55

Table of Contents ¾ ¾

Executive Summary Industry Overview

¾

Company Overview

►

Market Overview ABC Share Performance Historical Financial Performance Operational Benchmarking

►

Competitive Advantages

► ► ►

¾

Challenges for ABC

¾

Valuation ► ► ► ► ►

¾ ¾ ¾

Trading Valuation DCF Valuation Comparable Company Trading Analysis Comparable Transaction Analysis Valuation Summary

Football Field Potential Acquiror Profile – Strategic Rationale Merger Consequence Analysis ► ► ► ► ► ► ► ►

Transaction Summary Transaction Multiples Exchange Ratio Analysis Purchase Price Analysis Transaction Analysis Contribution Analysis Relative Valuation Accretion / (Dilution) Analysis

56

Executive Summary f ABC Group (formerly known as PQR) is a well-established 23 year old group owning well

known brands and trademarks (234 U.S. trademarks and 2 trademarks pending for registration), having an extensive distribution network and 1,566 employees

Evolved from the acquisition of ABC brand from Brown - Forman by PQR on 09/01/2005

f ABC has widely known brands like Brand A, ABC, Brand B and Brand C, representing

more than 452 years of tabletop and giftware experience

f The ABC acquisition by PQR has put significant pressure on the company f ABC has run into operational and financial challenges in recent times, causing it to significantly

underperform its peer group

ABC grossly underperformed the market - ABC returns for the period January 2002 to March 2007 were (47.4)% as compared to 19.6% S&P 500, 50.8% peer(1) set and 54.7% S&P 500/Housewares & Specialties Index

ABC has had financial and operational challenges - Revenues have been on a steady decline - Significant margin pressure - SG&A well above its peer group

CEO departure led to a huge sell-off and raised questions on management stability

f A strategic sale could unlock value for shareholders f We estimate a fair value for ABC to be around $8.50 - $10.30 per share on a standalone basis,

however, there is significant upside if some of the financial and operational risks can be mitigated

Note: (1) Peer Set includes Gottschalks, Collegiate Pacific, Russ Berrie & Co., Blair Corp, Tuesday Morning, Cost Plus, Libbey, Lifetime Brands, ABC Group.

57

CONFIDENTIAL

Industry Overview

58

Industry Overview Gifts and Decorative Industry f Gift and decorative industry in the US was approximately sized at $9.1 billion in 2005; projected to grow at a CAGR of 5.3% to $11.8

billion in 2010

f Decorative tabletop industry in the US was sized at $4.3 billion in 2005 and has historically grown at an average of 1.5% p.a. f Industry is highly fragmented and split between thousands of small players

25% of companies with sales in excess of $0.7 million 25% of companies with sales in range of $0.2 million to $0.7 million 50% of companies with sales of less than $0.2 million fIndustry is seasonal in nature and highly dependent on festivals, weddings, birthdays, etc.

Months of October, November and December constitute 40% of total sales

Tabletop Industry - Major Products Porcelain 6%

Others 5%

Buying Power by Ethnicity – US Hispanic Asian 8% 4%

Metal 11%

Black 8%

Ceramic 50%

Glassware 28%

Source: Dialog Pro & Newsruns

White 80%

59

Industry Overview (Cont’d) Products

Distribution Strategy f Distribution channels of Gift & Decorative industry

Company-owned retail stores, independent gift retailers,

department stores, mass market and specialty chain stores

Televised home shopping networks, internet commerce and mail order houses

Home show sales method / other direct response marketing methods

f Distribution channels of tabletop industry

Lifestyle stores: 22.9% of market share with estimated sales of $985 million in 2005

Home accent/gift stores: Approximately 19.4% share of total industry sales

Discount department stores: Approximately 18.4% share of total industry sales

Department stores and direct to consumer channel: Approximately 14.7% share of total industry sales

Others: Antique shops, variety stores, art shows, mall

kiosks and trade shows contribute to the remainder of sales

Source: Newsruns.

f Most commonly displayed gifts and decorative products

include:

Candles and candle accessories Jewelry Holiday items Greeting cards f Huge number of products on display; average stock keeping

units (SKUs) in the segment are more than 1,000

f No single product category accounts for more than 10% of

total industry sales

f Major products constituting the table top industry

Ceramic, contributes 50% of sales Glassware, contributes 28% Metal, contributes 11% Porcelain, contributes 6% Acrylic and plastic, contributes 4% Others, contribute 1%

60

Industry Overview (Cont’d) Industry Outlook

Challenges f Tabletop market has grown slower than overall Housewares

market since 2000

Tabletop market grew at 3.1% compared to Housewares market which grew at 4.5% in 2005

f Consumer taste shifting towards casual and upscale products

Formal tabletop infrequently used Companies have been slow to pick up on the shifts in consumer preferences

f Mass merchandisers are duplicating product and

merchandising concepts instead of innovation

f Industry seasonal in nature and heavily dependent on

occasions such as festivals, weddings, birthdays, etc.

f Low margins in industry on account of:

Too many players chasing the same set of customers Presence of too many companies resulting in heavy discounts being offered

Every player competes for a pie of consumer’s

discretionary income for tabletop, collectibles, specialty giftware and home decorative accessory products

Increase in shipping costs

Source: Newsruns.

f Industry is in slow growth phase

Industry will continue to face intense pricing and margin pressures due to customer preference towards price sensitive products

f New market opportunities arise as consumer preference

changes

Companies need to adapt to increasing rate of change in customer preferences

Constant focus required on design, brand loyalty, quality, display and price of the product because of competition

f To cope with low margins, companies need to:

Find newer sourcing markets Keep costs under control Find new product offerings for non festive seasons f Consolidation and expansion into other innovative products

expected in the industry

Lifetime Brands in the process of acquiring Pomerantz brand from JP products and Design for living brands

f Companies would favor selling products through internet,

compared to traditional methods of distribution

61

CONFIDENTIAL

Company Overview

62

ABC Group Overview f Formed as combined entity after acquisition of ABC from

Brown - Forman by Brand A (PQR)

On 09/01/2005, PQR acquired ABC in an all cash transaction for $204.0 mn

f Designs, distributes, wholesales and retails tableware,

collectibles and other giftware products

f Product types marketed under Brand A, ABC, Brand C

and Brand B brands include:

Dinnerware, crystal stemware and giftware, stainless steel flatware, silver plated and metal giftware under ABC and Brand C brands

Premium casual dinnerware and fine china dinnerware, giftware and collectibles under ABC brand

Sterling silver flatware and sterling silver giftware under Brand C brand

Segment Overview f Operates in three reportable segments

Wholesale: Sells through channels such as department

stores, large specialty retailers, mass merchants, national chains and clubs, small independent specialty accounts, etc.

- Approximately 25% of Wholesale segment’s sales belong

to single customer - Federated Department Stores

Retail: Operates through 35 retail stores, including 5 stores under Brand A 56 brand, 27 under ABC brand and 3 under ‘All the Hoopla’ brand

Direct: Markets and sells directly to consumers through: - Traditional direct-to-consumer methods - Catalogs and various company websites

Revenue Breakdown (FY 2006)

Handcrafted, lighted ceramic porcelain houses, buildings and related accessories under Brand A brand

Direct 20%

f Multi distribution channels through wholesale, retail and direct

across US and Canada

f Owns and operates two manufacturing facilities in the United

States

f Approximately 2% of total revenue derived from outside the US f Key competitors: Russ Berrie, Libbey and Lifetime Brands

Retail 14% Wholesale 66%

f Employees: 1,566 f Headquarters: Eden Prairie, MN Source: Company filings, website and Newsruns.

63

ABC Share Price Performance 04/28/2005: Announced first quarter 2005 results: EPS negative

Daily from Jan 04, 2002 to Mar 9, 2007 04/25/2002: Announced first quarter 2002 results: EPS negative

07/30/2003: Announced second Quarter 2003 results: Management lowers Outlook

10/24/2002: Profit unhurt by Port Strike between U.S. West Coast dockworkers and shippers

$20

08/15/2005: Enesco files complaint against ABC for violating unfair competition laws

7,354

05/16/2006: Moody changed outlook to “Negative” from “Stable”

$16

6,138

Stock Price

$12 02/05/2004: Exits Seasonal Kiosk Business

$8

02/24/2002: Announced FY 2001 results: Results above management expectations

$4

$0 1/4/02

03/17/2003: Announced FY 2003 EPS guidance below analyst estimate

05/18/2005: Identified and pursuing a significant acquisition 07/21/2005: Announced the acquisition of ABC, Brown-Forman for $204 million in cash Closed on 9/1/2005.

3,706

2,490

01/05/2007: Miss XY steps down as CEO; John Morgan off loads 0.678 mn shares at $4.279

Volume in Thousands

4,922

1,274

58 7/3/02

12/30/02

6/28/03

12/25/03

6/22/04 Volume

12/19/04 6/17/05 12/14/05 ABC Group (–47.4%)

6/12/06

12/9/06

ABC fell 69.6% since 01/01/2005; significant volumes observed around CEO’s departure.

Source: Company website and Newsruns.

64

Highlights Competitive Advantages fOwns widely known and accepted brands in tabletop, giftware and collectibles:

ABC, Brand C and Brand B: Fine china, silver and crystal tabletop, giftware, home décor products Brand A : Collectibles, giftware and seasonal decorations including well known Village Display Solutions fOne of the largest domestic players of fine tabletop products fPresence across the value chain: designer, manufacturer, procurer, distributor, wholesaler and retailer fMultiple distribution channels:

Company’s main distribution centers located in Hagerstown, MD, Langhorne, PA and Rogers, MN (Rogers

facility to be closed in October 2007 to streamline distribution system, increase efficiency and reduce overall costs)

Wholesale customers – Operators of gift, specialty and department stores in the United States and Canada Retail segment operates 35 retail stores located in 19 states ( 5 stores of Brand A 27 stores of ABC and 3 of ‘All the Hoopla’)

Operates 9 showrooms located in Atlanta, Billerica, Chicago, Columbus, Dallas, Los Angeles, and New York cities

fTrademarks and other proprietary rights:

Owns 234 U.S. trademark registrations and has 2 U.S. trademark applications pending for registration Can renew registrations on expiry within next ten years Registrations cover company’s brand names, logos and important product names Source: Company filings, website and Newsruns.

65

Challenges for ABC Challenges for ABC Strategic sale of ABC seems opportune at this point due to following: f ABC

stock price has not been able to yield its full potential in recent years

Market assigning a value of near-zero to newly acquired ABC business f Senior

Management shakeout

On 01/05/2007, the company’s CEO, Miss XY resigned after failing to turn around the company during her ten year reign at PQR

f Continued

stock price decline

Stock price of the company has declined by over 74.0% in last 10 years on account of lack luster sales and continued losses

62.5% decline primarily on account of ABCx acquisition 47.4% decline in stock price since 01/04/2002 compared to a gain of 19.6% (S&P 500 Index), 50.8% (peer set) and 54.7% (S&P 500 Houseware and Specialties Index) for the same period

f Operational

inefficiencies

Inventory mismanagement: Low inventory turnover ratio of 2.6x implying overstocking and decreasing sales Approximately 20% higher fuel costs in China has lead to higher manufacturing costs, delivery and distribution costs - China accounts for approximately 76% of imports

Merged entity has considerably high SG&A expenditure of 46.7% for FY 2006 vis-à-vis : - ABC (consumer durable segment of Brown - Forman) SG&A expenditure of 27.8% (average for FY 2002 - 2004) - Brand A SG&A expenditure of 31.7% (average for FY 2002 - 2004)

Source: Company filings, website and Newsruns.

66

Challenges for ABC Challenges for ABC (Cont’d) f Some

of the valuation impediments include:

Changes in industry structure -

Tabletop market has grown slower than overall Housewares market since 2000

-

Tabletop a slow growth market, but with lots of potential for companies that adapt themselves to changing user preferences

-

Increased pace of change in consumer preferences towards upscale but casual products

-

Consumers have become price sensitive

-

Competitive industry due to presence of large number of big and small players

Declining sales - Pro-forma sales figures decreased at a CAGR of 9.4% since 2002, compared to its peer group’s average growth of 18.6% during the same period - Decrease in same-store sales and low demand for collectibles - Decline in Brand A (PQR) brand wholesale volumes due to decrease in gift and collectibles industry sales - Lower volumes in gift and specialty business, which contributes 80% of PQR sales

Declining Margins - Gross margins decreased at CAGR of 12.4% since 2002, compared to its peer group’s average growth of 16.3% during the same period - Adjusted EBITDA decreased at CAGR of 30.8% since 2002, compared to its peer group’s average growth of 18.7% during the same period Source: Company filings, website and Newsruns.

67

Challenges for ABC Challenges for ABC (Cont’d)

High SG&A expenditure due to: - Higher proportion of fixed costs - Implementation of new strategy to increase distribution channels and remove seasonality in products

Liquidity and Leverage: - High working capital requirements due to extended payment terms for customers and cash payment to source inventory - High leverage: Debt/LTM EBITDA ratio of 4.3x as compared to average 3.5x for the peer set - Low coverage: LTM EBITDA/Interest ratio 1.3x signifying insufficient cash generation - Downgraded by Moody’s (January 5, 2007) from B2 to Caa2 with a negative outlook

Given the view of the industry, the challenges facing ABC and the positioning of ABC with respect to its peer group, market performance and the relative valuation discount for ABC, we feel that a strategic sale of the Company might be opportune.

Source: Company filings, website and Newsruns.

68

Football Field Implied Equity Value Per Share $2.00

$4.00

$6.00

$10.00

$12.00

$8.36

Comparable Companies Analysis

$5.60

Precedent Transactions Analysis

$14.00

$16.00

$14.33

$9.97

$7.99

Discounted Cash Flow Analysis

52 Week Trading Range

$8.00

$11.82

$14.37

$2.86

Control Premium Range

Current Price $5.85

Offer Price $9.36

Based on above methodologies an offer price of $9.36 seems to be the fair value (60% premium on the 03/19/2007 stock price) Source: Sutherland Research.

69

Valuation f An analysis of the valuation based on various parameters, seems to suggest that

the DCF, Precedent Transactions and the Control Premia multiples would reasonably imply a valuation in the $8.50 - $10.30 per share

f We feel that a $9.36 per share, representing a 60% premium to 3/19/07 close

represents a fair value to ABC shareholders, based on information available to us at this time

f As discussed earlier, there are several operating and management leverages that,

if fixed could materially alter the perception of the company, and the valuations both on an intrinsic value basis, as well as the multiples that the market would be willing to pay for the Company

f The Company has various brands and businesses that could be of value to a

potential buyer in the same industry, resulting in a favorable auction

f A buyout shop would be willing to pay higher multiples f The tremendous value locked in the inefficient operations could also generate

interest in a potential bidding scenario

f We will refine the model and our assumptions, based on our discussions with XYZ

Source: Sutherland Research.

70