Exhibit (c)(25) Declassification Transaction Precedents March 2021 CONFIDENTIAL DRAFT
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Declassification Transaction Overview § We have analyzed 12 declassification transactions. Mean and median premium to low vote shares were 20% and 22%, and aggregate premium as a percentage of market capitalization was 4% for the 12 transactions § There were 9 transactions where a key shareholder / group of shareholders had 50% or more of voting power (which we have labelled “control”) prior to a transaction and 3 transactions between 35% and 50% (which we have labelled “de facto control”)* Review of Precedent § A distinction can be observed in premium to low vote shares, and aggregate premium as a percentage of market Declassification capitalization, between these two groups of transactions: Transactions (1) § Control transactions had a mean and median premium of 22% and 27%, respectively and aggregate premium to market capitalization of 4% § De facto control transactions had a mean and median premium of 14% and 10%, respectively and aggregate premium to market capitalization of 3% § Note that this is a small sample size (3 transactions) § A typical structure involved high vote shares receiving low vote shares or a combination of cash and low vote shares (or a new class of shares, where both the high vote and low vote converted into the new class) Potential § Cash consideration ranged from 0% to 77% with a mean and median of 23% and 16%, respectively Declassification § Even after a declassification transaction, previous high vote shareholders had a meaningful voting stake in the Structure company (6% to 40% with mean and median of 19% and 13%, respectively) § Also, in certain situations, governing documents were changed to remove the high vote shares § We would think that investors would be curious as to the motives behind a declassification as they have enjoyed significant investment returns in the Company under the Family’s control Potential Market § Could be helpful to set up a clearly defined employment arrangement with specific terms Reaction § Shows continued commitment by the Family to the success of the Company § Gives time to think through transitioning and phase-out over time *Solely for purposes of this analysis, we have considered the bottom end of the “de facto control” group to be 35%. Arguments could be made that this should be lower or higher. 1 CONFIDENTIAL DRAFT ____________________ (1) Excludes Kaman Corporation transaction value premium to low vote trading price of 259% deemed as an outlier.
Precedent Change of Control Declassification Transactions Controlling Transaction Aggregate Shareholder Voting Ownership Economic Ownership Value Premium Premium as Ownership of Before After Before After % Cash to Low Vote Percentage of Company High Vote Class Transaction * Transaction Transaction Transaction Consideration Trading Price Market Cap (%) (1) Robert Mondavi Corporation 96% 85% 40% 36% 40% 0% 17% 6% Kaman Corporation 83% 83% 7% 6% 8% 37% 259% 8% First Oak Brook Bancshares 66% 66% 38% 38% 38% 0% 0% 0% Sotheby's Holdings 78% 62% 12% 22% 12% 58% 15% 4% Control Aaron's 61% 61% 9% 9% 9% 0% 0% 0% (=> 50%) Continental Airlines 79% 60% 7% 15% 5% 77% 30% 6% Remington Oil and Gas Corporation 57% 57% 27% 23% 27% 0% 27% 4% National Research Corporation 57% 52% 31% 54% 54% 36% 58% 8% Reader's Digest Association 50% 50% 13% 17% 13% 32% 30% 4% Dairy Mart Convenience Store 44% 40% 22% 13% 14% 0% 10% 3% De Facto Control Pacificare Health Systems 40% 40% 14% 13% 13% 10% 5% 2% (35% to <50%) Hubbell 49% 36% 6% 6% 6% 22% 28% 3% Min (Overall) 40% 36% 6% 6% 5% 0% 0% 0% (2) Mean (Overall) 63% 58% 19% 21% 20% 23% 20% 4% Median (Overall) 59% 58% 13% 16% 13% 16% 22% 4% Max (Overall) 96% 85% 40% 54% 54% 77% 259% 8% Mean (De Facto Control) 44% 39% 14% 11% 11% 11% 14% 3% Median (De Facto Control) 44% 40% 14% 13% 13% 10% 10% 3% (2) Mean (Control) 70% 64% 20% 24% 23% 27% 22% 4% Median (Control) 66% 61% 13% 22% 13% 32% 27% 4% ____________________ Source: FactSet and company filings. Note: * sorted based on pre-transaction ownership. 2 CONFIDENTIAL DRAFT (1) Declassification transaction was not completed as Robert Mondavi Corporation was acquired by Constellation Brands on December 22, 2004. (2) Excludes Kaman Corporation transaction value premium to low vote trading price of 259% deemed as an outlier.
Stock Performance Appears to be Driven by Fundamentals Rather than Declassification Transaction Performance vs. S&P 500 1-Year Prior to 5-Days Post 1-Year Post Ann. Date Company Announcement Announcement Announcement 09/18/17 National Research Corporation 102% 9% (1%) 08/24/15 Hubbell (18%) (1%) (2%) 09/13/10 Aaron's (3%) 17% 82% 09/07/05 Sotheby's Holdings 0% 1% 49% 06/07/05 Kaman Corporation 27% 7% 15% 04/15/02 Reader's Digest Association (24%) (1%) (29%) 11/06/00 Continental Airlines 26% (5%) (44%) 12/07/99 Dairy Mart Convenience Store (24%) (4%) 9% 05/04/99 Pacificare Health Systems (18%) 24% (24%) 03/08/99 First Oak Brook Bancshares (46%) (3%) (13%) 06/22/98 Remington Oil and Gas Corporation (34%) (5%) (48%) ____________________ 3 CONFIDENTIAL DRAFT Source: FactSet and company filings. Note: Stock performance calculated relative to unaffected date.
Appendix
Excluded Declassification Transactions Controlling Transaction Aggregate Shareholder Voting Ownership Economic Ownership Value Premium Premium as Ownership of Before After Before After to Low Vote Percentage of Ann. Date Company High Vote Class Transaction Transaction Transaction Transaction Trading Price Market Cap (%) 03/07/13 Tecumseh Products Company 33% 33% 9% 9% 9% 0% 0% 09/12/11 SunPower Corporation 60% 60% 60% 60% 60% 0% 0% 05/19/03 Jo-Ann Stores 25% 25% 24% 24% 24% 15% 7% 04/25/03 Commonwealth Telephone Enterprises 50% 29% 5% 4% 5% 9% 1% 07/25/02 E-Z-EM 64% 64% 57% 57% 57% 0% 0% 05/10/00 Mitchell Energy & Development 64% 64% 57% 57% 57% 0% 0% 08/27/99 infoUSA 42% 41% 41% 41% 41% 0% 0% 03/31/99 The Cherry Corporation 66% 66% 53% 53% 53% 0% 0% 10/06/98 Scott Technologies 33% 30% 15% 15% 15% 0% 0% 06/02/95 NPC International 62% 62% 62% 62% 62% 7% 3% Mean 50% 47% 38% 38% 38% 3% 1% Median 55% 50% 47% 47% 47% 0% 0% *The analysis excluded any transactions where voting ownership did not change from the “control” or “de facto control” category to neither “control” or “de facto control.” ____________________ 4 CONFIDENTIAL DRAFT Source: FactSet and company filings. Note: Excludes declassification transactions that were predicated by M&A transactions.
Stock Performance Appears to be Driven by Fundamentals Rather than Declassification Transaction Performance 1-Year Prior to Performance 5-Days Post Performance 1-Year Post Announcement Announcement Announcement Company S&P 500 Delta vs. Company S&P 500 Delta vs. Company S&P 500 Delta vs. Ann. Date Company Performance Performance S&P 500 Performance Performance S&P 500 Performance Performance S&P 500 09/18/17 National Research Corporation 118% 16% 102% 9% 0% 9% 15% 16% (1%) 08/24/15 Hubbell (19%) (1%) (18%) (0%) 1% (1%) 9% 10% (2%) 09/13/10 Aaron's 3% 6% (3%) 19% 1% 17% 87% 6% 82% 09/07/05 Sotheby's Holdings 11% 11% 0% 2% 1% 1% 54% 5% 49% 06/07/05 Kaman Corporation 33% 7% 27% 7% 0% 7% 20% 5% 15% 04/15/02 Reader's Digest Association (23%) 1% (24%) (3%) (2%) (1%) (52%) (23%) (29%) 11/06/00 Continental Airlines 32% 5% 26% (9%) (4%) (5%) (66%) (22%) (44%) 12/07/99 Dairy Mart Convenience Store (3%) 21% (24%) (5%) (0%) (4%) 3% (6%) 9% 05/04/99 Pacificare Health Systems 3% 21% (18%) 23% (1%) 24% (20%) 4% (24%) 03/08/99 First Oak Brook Bancshares (23%) 23% (46%) (1%) 1% (3%) (5%) 7% (13%) 06/22/98 Remington Oil and Gas Corporation (12%) 23% (34%) (2%) 3% (5%) (27%) 21% (48%) ____________________ 5 CONFIDENTIAL DRAFT Source: FactSet and company filings. Note: Stock performance calculated relative to unaffected date.