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Program Summary
(August 10, 2005)
In response to
publicly expressed investor concerns about the pricing of a merger
transaction proposed by the management of Providian Financial
Corporation (“PVN”), a special “Forum” program has been initiated
for the limited purpose of arranging an independent analysis of
shareholder interests.
The program is
intended to develop a broadly applicable process for providing public
shareholders with objective, professional analyses of transaction
proposals, as an alternative to the current practice of relying on
“fairness opinions” presented by a transaction’s proponents.
Anyone with an interest in Providian or in the
general objective of assuring informed investment decisions is
encouraged to participate in the program, which will be managed by Gary
Lutin according to the usual Forum policies.
August 10, 2005
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Independent Analyses
Egan-Jones Report
The
Egan-Jones Proxy Services division of
Egan-Jones Ratings Co., an independent research firm which is
recognized for its financial analyses of companies for institutional
investor clients, published a report on August 17, 2005 and granted permission for the use of its report in this
Forum program.
♦♦♦
Glass Lewis Report
Glass, Lewis & Co., an
independent research research and proxy advisory firm serving
institutional investors, published a report on August 19, 2005 and
granted permission for its use in this Forum program.
♦♦♦
Proxy Governance Report
PROXY Governance, Inc., a new subsidiary of
FOLIOfn offering
independent proxy advisory services to investors,
published a report dated August 18, 2005 and
granted permission for its use in this Forum program.
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The New York
Times
Gretchen Morgenson
August 14, 2005
"Sometimes
Investors Should Just Say No"
(see referenced August 10, 2005 letter)
and
August 21, 2005
"And They Call This Advice?"
♦♦♦
Investor Views
San Francisco Chronicle
August 25, 2005
"Providian Takeover contested"
♦♦♦
Reuters
August 26, 2005
"Debate over Providian appraisal
rights heats up"
♦♦♦
Associated Press
August
29, 2005
"Providian Holders to
Vote on Acquisition"
♦♦♦
Reuters
August 29, 2005
"Providian debate
shows dealmaking art, not science"
♦♦♦
Voting Result
67% of
Shareholders Approve Merger
See
Associated Press
August 31, 2005
"Providian Shareholders
Approve Sale"
♦♦♦
ISS Controversy
Wall Street Journal
November 16, 2005
"ISS Pressed On
Conflict By Governance Expert Millstein"
♦♦♦
Dow Jones Corporate Governance
November 9, 2005
"ISS Advisor-Consultant Conflicts
Raised As Governance Activist Goes Corporate"
♦♦♦
Investor Relations Magazine
(IRontheNet.com)
September 2,
2005
"The IR behind
the Providian deal | Juggling investor opposition and a media frenzy"
♦♦♦
The Deal
September 2, 2005
"Media Maneuvers |
Friends"
Letter Requesting
Providian Management Cooperation with Independent Analysis
(August 10, 2005)
♦♦♦
Putnam Investments press
release:
"Putnam Intends to Vote Against
Proposed Merger of Providian Financial Corporation with Washington Mutual
Inc."
(August 1, 2005)
♦♦♦
Prospectus
(dated August 1, 2005)
Background Reference
July 21, 2003
Investment Dealers Digest:
"Fairness Opinions"
♦♦♦
November 24, 2003 BusinessWeek:
"A Fair Deal -- But For Whom? |
Fairness opinions in acquisitions are rife with conflicts -- and coming
under fire"
♦♦♦
February
24, 2004 The Deal:
"The deal evaluators"
♦♦♦
June 11,
2004 Wall Street Journal (PAGE
ONE):
"NASD Scrutinizes
Conflicts
In Bankers' 'Fairness Opinions'"
♦♦♦
December
29,
2004 Wall Street Journal (PAGE
ONE):
"Good Reviews | Opinions Labeling Deals
'Fair' Can Be Far From Independent | Banks That Do Them Often Are Advisers
on Transactions And Have Fees at Stake"
♦♦♦
February 8,
2005 Wall Street Journal:
"Wall Street's 'Fairness
Opinions' Draw Fire From Calpers"
♦♦♦
March
20, 2005 New York Times (DealBook column):
"Mergers:
Fair Should Be Fair"
♦♦♦
May 29,
2005 New York Times (Morgenson column):
"Mirror, Mirror, Who Is the Unfairest?"
♦♦♦
June 9, 2005 New York Times:
"Pathmark Vote
Tests Wider Issues of Shareholder Control"
♦♦♦
June 19,
2005 New York Times (Morgenson column):
"Yes, They Can Say No to a Merger"
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