Westwicke Partnerswestwicke.com/wp-content/uploads/Westwicke-Private...2 Having an experienced guide is critical to executing a successful IPO and positioning your company for long-term

IPO Advisory/Investor Relations

We recognize that taking your company public can be

both overwhelming and scary. Having helped hundreds of

companies through the process, Westwicke can guide you

every step of the way.

Westwicke Partners

2006Year Westwicke Partners was founded

194Years of Wall Streetexperience

1Industry Focus (healthcare)

12Westwicke Senior Partners

3Offices: Baltimore, San Francisco & San Diego

67Westwicke Clients

$1.4 BillionClient’s average market capitalization

23States where our clients are headquartered

100Percentage of new clients from referrals

96.5Percentage of annual client renewal

$1.9 BillionIPO Equity capital raised by our clients in 2013

356Hours spent in S-1 drafting sessions

829 Potential analyst questions created to prepare for the IPO roadshow

32The average number of iterations before an IPO roadshow deck is finalized

175“Test the waters” meetings coordinated with the buy-side

$186 MillionAverage client IPO transaction size in 2013

$8.6 BillionEquity capital raised by our clients in the last 3 years

11Number of client IPOs in the last 2 years

19Number of private companies we currently work with

6Number of clients that opted to sell rather than IPO

115Number of banking pitch books evaluated over the past year

14Sell-side analyst teach-ins developed in the last 24 months

12Mock earnings calls hosted/organized

65Average number of times you will tell the Company story on the roadshow

Westwicke Partners by the Numbers

Westwicke Partners is the largest healthcare focused investor relations firm in the country. We are also one of the leading advisors to healthcare companies considering an Initial Public Offering. Our nearly 200 years of combined Wall Street experience, as well as our participation in hundreds of transactions, make Westwicke Partners uniquely qualified to help private companies successfully execute their IPOs.

We differentiate our firm in 3 important ways:

OUR PRINCIPLES

• Listen carefully

• Think creatively

• Give honest feedback

• Challenge the status quo

• Sweat the details

• Focus on the long-term

• Be proactive

• Ask thoughtful questions

• Have a sense of humor

1. Wall Street experience. On average, our partners have almost 20 years

of Wall Street experience and have worked on hundreds of IPOs throughout their careers. This background affords us a “real-life” view of the challenges senior management teams face as they take their companies public, including communicating their story most effectively, developing an impactful roadshow presentation, targeting the correct investors and helping management teams think beyond the IPO.

2. Healthcare focus. We are focused exclusively on the healthcare

sector and have broad-based relationships with the leading buy-side institutions, sell-side analysts and investment bankers. Our senior partners are broken down into three distinct teams focusing on life sciences, healthcare services/HCIT and medical technology/diagnostics. This approach allows us to leverage our industry knowledge and relationships to provide the highest value to our clients.

3. Senior-level attention. We are committed to providing senior-

level attention and ongoing support. In today’s challenging equity capital markets environment, senior management teams, now more than ever, need a partner with extensive experience and deep, relevant relationships to provide impactful strategic advice.

1

Current and Historical Clients

2

Having an experienced guide is critical to executing a successful

IPO and positioning your company for long-term success in the

public markets.

“Westwicke was a valuable partner throughout our entire IPO process from before the bake-off through pricing and allocation. They dedicated senior attention to the process, were always available when needed and provided a valuable, independent perspective. As this was my first time taking a company public, I particularly valued Westwicke’s ability to help me understand the rules of the game and what motivates each party in the process. Lastly, Westwicke’s ability to genuinely speak in the language of investors was invaluable as we positioned the company,

drafted our S-1 and prepared for our roadshow.” Dr. Peter Wrighton-Smith, Chief Executive Officer,Oxford Immunotec

3

Westwicke Partners Services

Westwicke provides three comprehensive services to our clients – IPO Advisory, Investor Relations and Capital Markets Advisory. We partner with our clients at an early stage to develop a deep understanding of their business, which allows us to provide specifically tailored guidance throughout their entire lifecycle.

n Train senior management for public company life

n Prepare IPO presenters for the roadshow

n Identify key investment themes and messaging content

n Create roadshow presentation

n Develop financial metrics & guidance policies

n Identify valuation framework and inflection points

n Create investment bank RFP and manage process

n Prepare for research analyst “teach-in”

n Create target list of institutional buyers

n Develop and rehearse Q & A preparation

n Ensure website readiness and optimization for IPO

n Design deal & syndicate structure

n Assist with pricing and allocation

n Ensure proper corporate positioning

n Refresh communication of growth strategy

n Evaluate and review financial model

n Update financial metrics and guidance policy

n Refresh and routinely update investor presentation

n Attract additional sell-side research analyst coverage

n Develop sell-side conference strategy

n Develop buy-side strategy & target shareholder list

n Expand investment banking relationships

n On-going presentation coaching and speaker training

n Host investor day

n Develop strategies to enhance management credibility

n Prioritize investor meetings

n Create company specific capital markets strategy

n Evaluate potential capital raising strategies

n Advise on M&A communication

n Provide advice on shelf registration

n Develop stock buy-back strategies

n Establish insider sale strategy

n Identify appropriate banking partners

n Evaluate guidance policies and metrics for effectiveness

n Establish shareholder transition strategies

n Develop activist shareholder strategies

n Create market overview analysis

n Identify potential business development opportunities

n Assist in evaluating business development opportunities

IPO Advisory Services Investor Relations Services

Capital Markets Advisory Services

IPO Advisory Investor Relations Capital Markets Advisory


4

IPO Advisory Services

Top 10 “Mission Critical” Items Pre-IPO

As a private company, you are faced with numerous financing options including: raising additional private capital, seeking a strategic partner or pursuing an IPO.

1. Development of clear, concise and consistent corporate message

2. Establishment of metrics, guidance & disclosure policies

3. Evaluation of analyst models & valuation methodology

4. Stress-test the post-IPO earnings model & guidance assumptions

5. Rehearsal of IPO roadshow and Q&A preparation

6. Conform internal language with investor terminology and perceptions

7. Ensure back office readiness (website, data services, etc.)

8. Create list of target shareholders and track meeting interactions

9. Understand the pricing & allocation process and your role

10. Create the post – IPO investor relations strategy

If you decide to go public, our experience has shown that the most successful IPOs start long before the roadshow kicks off. Our comprehensive IPO Advisory process centers around working with our clients 12 to 18 months prior to the IPO to develop their corporate message and to introduce

them to potential banking partners, sell-side research analysts and institutional investors. Additionally, we work side-by-side with our clients throughout the entire IPO execution, providing independent capital markets advice to ensure the best possible outcome.

InvestmentBanker

Equity Capital Markets

InstitutionalSales

BoardMember

Sell-side Research Analyst

Venture Capitalist

Buy-side Analyst & Portfolio Manager

We understand that the IPO is one of the most significant events in your company’s history. We also recognize that you only get one chance to do it the right way.

Westwicke Experience Brings Perspective from Every Angle

5

Westwicke has seen the IPO from both inside and outside of the company. Our backgrounds on the sell and buy-side have provided us with an understanding of how potential research

analysts and institutional shareholders will view the company. We believe this unique combination and perspective produces tangible results for our clients.

WESTWICKEPARTNERS

PERSPECTIVE

IPO Advisory Experience

IPO Advisory Client Transactions

Capital Markets Advisory Clients

Common Stock

Price $15 Per Share

6.3 Million Shares

October 2007

(formerly TranS1)

Common Stock

Price $10 Per Share

7.7 Million Shares

February 2012

(formerly TranS1)

Common Stock

Price $10 Per Share

5.1 Million Shares

February 2008

(formerly TranS1)

Common Stock

Price $10 Per Share

5.4 Million Shares

June 2013

(formerly TranS1)

Common Stock

Price $27 Per Share

36.6 Million Shares

September 2013

(formerly TranS1)

Common Stock

Price $8 Per Share

4.6 Million Shares

May 2013

(formerly TranS1)

Common Stock

Price $16 Per Share

6.7 Million Shares

March 2012

Acquired prior to IPO

Johnson & Johnson

January 2010 May 2012


Towers Watson

August 2011


Medtronic


6

AUniqueHealthcareIT Company

®

.com

Common Stock

Price $5 Per Share

10.0 Million Shares

August 2010

November 2013

Common Stock

Price $12 Per Share

6.2 Million Shares

Westwicke Partners believes that educating and informing our clients on the nuances of Wall Street is an important component of the services we provide. Our knowledge-driven approach to investor relations and practical experience allows us to create valuable content that we share with our clients.

Below are some of our recent blog posts and newsletter articles. In addition to these regular posts,

Westwicke hosts webinars devoted to a timely topic (westwicke.com).

Benefit from our Knowledge

“Top 10 things bankers don’t tell you about the IPO roadshow”

“Three tips for working with your sell-side analysts”

“Top 10 reasons it’s OK to meet with hedge funds”

“Best practices for earnings call preparation”

“The IPO market is (finally) heating up”

7

“Tips for avoiding common post-IPO pitfalls”

“Target and meet with appropriate potential IPO buyers”

“A deeper dive on test-the-waters meetings”

12 11 10 9 8 7

Back Office Preparation

> Coordinate Existing Shareholder Voting

> Establish Data Room

> Ensure Sarbanes Oxley Compliance

Management Preparation > Finalize

Historical Financials

> Develop Key Investor Messages

> Create Org Meeting Material

> Write the Business Section of the S-1> Complete Management Team

in Preparation for IPO

> Identify Key Investment Themes

> Create/Refine Corporate Presentation (6-8 week process)

> Create Roadshow Presentation

> Roadshow Presentation Dry Runs

Roadshow Preparation/Execution

> Evaluate Analysts’ Capabilities > Conduct Extensive Due Diligence

> Create Research Teach-In Material

Research Analysts

> Meet Potential Banking Partners

> Meet Potential Analysts

> Meet Leading Buy-Side Accounts

> Garner Initial Buy-Side Feedback

> Attend 3-5 Select Institutional ConferencesMeet the Street

> Create the Business Section Outline of the S-1

> Draft the Business Section of the S-1

SEC Document Preparation

> Identify Potential Banking Partners

• Send Out RFP

> Banker Bake-Off > Negotiate Underwriter Economics

> Determine Structure of Underwriting Group

Investment Bankers

Months Leading up to IPO

• Preliminary Commitment Committee Sign-Off

> Select Bookrunner Responsibilities -Stabilization Agent -Roadshow Logistics -Bill & Deliver

Timeline Of Your IPOThe time leading up the IPO can be hectic. Westwicke Partners believes that the most important thing senior managements need to do in the time before the IPO is RUN THE BUSINESS. Having an experienced IPO Advisor is crucial to both a successful Initial Public Offering and your company’s subsequent life in the public markets. Westwicke has the skills, knowledge and experience to guide you through the entire process and make sure the hard work around the IPO pays dividends well into the future.


8

7 6 5 4 3 2 1 IPO

> Create Reg FD and Insider Trading Policies

> Select Transfer Agent> Select IR Website/

Conf. Call Host

> IR Website Creation > Select a Printer

> Select Data Provider (Thomson & Shareholder)

> Write the Business Section of the S-1

> Select Outside Board Members & Establish Committees (Audit, Compensation & Governance)

> Establish Guidance Policies & Metrics > Evaluate Analysts Models for Consistency

> Interview and Select Designated Market Maker (if NYSE)

> Evaluate/Select Listing Exchange (NYSE or NASDAQ)

> Roadshow Presentation Dry Runs

> Refine Roadshow Presentation Based on Test- the-Water Meetings

> Create List of Target Accounts

• Management Presentation to Salesforce

> IPO Roadshow

• Pricing & Allocation > Build Order Book

> Potential Q&A

> Finalize Marketing Strategy

> Create Research Teach-In Material

• Research Analyst Teach-In

> Provide Business Model Financial Framework

> On-going Research Analyst Due Diligence

• Host Mock-Earnings Call

> Establish Quiet Period Parameters

• Final Research Analyst Teach-In

> Test-the-Waters Meetings and Feedback

> Draft the Business Section of the S-1

• Confidentially File S-1> Receive Final

SEC Comments • SEC Clearance

• Publicly File S-1

> Confidentially File Amendments

> Ensure All Numbers are Well Sourced

> Respond to First Round of SEC Comments

• Conduct Org Meeting

> Ongoing Due Diligence by Investment Banks (4-6 week process)

> Draft Underwriting Agreement

> Finalize IPO Valuation & Pricing Range • Preliminary Commitment

Committee Sign-Off• Final Commitment Committee Sign-Off > Execute

Share Split (if needed)

> Finalize Underwriting Agreement

> Draft “MD&A” Section

> Drop in Financials

> Finish “Back of” S-1

• Print Reds

• Event

> Ongoing Process

Key Events During the IPO Process9

9 Months Out: Banker Bakeoff5 Months Out: Organizational Meeting3-4 Months Out: Confidentially File S-11 Month Out: Publicly File S-1 (Start 21-Day Clock)IPO Roadshow: 7-10 Days

“We engaged Westwicke a few months before our planned IPO, as we recognized the countless tasks that needed to be done prior to getting on the road. Westwicke helped us develop our roadshow presentation, build the financial model for the analysts, prepare for the analysts’ “teach-in,” rehearse the actual delivery of the roadshow and anticipate likely questions. In addition, they helped us think about life beyond the IPO. Their experience and insight helped greatly and, while we ultimately decided to be acquired by a strategic partner, we were incredibly well prepared to

complete the IPO and thrive as a public company.” Bryce Williams, President and CEOExtend Health, Inc.

A well prepared management team will build and enhance the company’s reputation on Wall Street. Key activities:

n Wall Street 101 (Participants’ motives & Fair Disclosure overview)n Develop corporate message and key investor themesn Create investor presentationn Prepare management for likely questionsn Rehearse delivery of answersn Establish metrics and milestonesn Determine appropriate disclosure level and review financial projections

Developing relationships early and gathering constructive feedback will enhance long-term success. Key activities:

n Identify potential partnersn Introduce target investment bankers/sell-side research analystsn Obtain invitations to key investor conferencesn Schedule meetings with leading buy-side accountsn Solicit unbiased feedback on messaging, positioning and investor presentation

The right banking and research partners are critical to successful execution and after market support. Key activities:

n Evaluate banking credentials/presentationsn Provide insight into research analysts institutional reputationsn Evaluate proposed deal structuren Recommend optimal syndicate structure (i.e. sole or joint-bookrunners)n Assist with negotiations of roles and economics amongst bankers

IPO execution must take into account post-IPO IR strategy to ensure successful transition from private to public ownership. Key activities:

n Prepare for organizational meetingn Review S-1 to ensure key selling points are communicated effectivelyn Coordinate research analystsn Share independent advice on executionn Establish relevant guidance metricsn Develop strategy for investor conference attendance and non-deal roadshow

marketingn Prepare quarterly conference call scriptsn Create disclosure policyn Target and prioritize preliminary buy-side accounts

The IPO roadshow and pricing are hectic and an independent perspective can be valuable. Key activities:

n Develop and review roadshow presentation to ensure key selling points are reinforced

n Review roadshow script and develop potential Q&An Target quality long-term investorsn Track/evaluate investor feedbackn Articulate independent perspective on final valuation recommendationsn Describe investor valuation methodologyn Offer perspectives on pricing strategyn Provide independent view on institutional track recordn Evaluate the order bookn Advise on allocation strategy

11

Preparation

Visibility/Feedback

Investment Bank Selection

Registration/Post-IPO

Preparation

Marketing/Pricing

IPO Advisory: Pathway to the Public Market


12

Why Westwicke?

At Westwicke Partners, we specialize in investor relations. We work exclusively with private and public healthcare companies and, in just seven short years, we have become the largest healthcare focused investor relations firm in the country.

Worked with over 125 healthcare companies since our founding

100% healthcare focused with dedicated teams of sector experts

Combination of Wall Street and healthcare background

Relationships with the leading investment banks, research analysts and buy-side accounts

Helped our clients successfully price hundreds of IPOs in our careers

Leading Healthcare Investor Relations Firm

Industry Focus

Deep and Relevant Experience

Extensive Relationships

Proven Results


“Partnering with Westwicke in the months leading up to the IPO was incredibly helpful. They were able to offer us insight into how the analysts were going to think about the company after becoming public and helped us position our story properly. Throughout the entire IPO process, Westwicke remained focused on our long term reputation and provided thoughtful insight that has benefitted us well beyond the IPO. “

Bill Zerella, Chief Financial Officer Vocera Communications, Inc.

13

Congratulations on the IPO . . . now what?

After the IPO excitement is over, management teams quickly realize that life as a public company is both rewarding and challenging. The good news is that Westwicke makes the transition from private to public easy. We ensure that all the hard work preparing for the IPO will benefit you as a public company. The first year is crucial to building management credibility, establishing a track record and attracting long-term oriented shareholders. Westwicke helps our public company clients in the following ways:

n Corporate message and positioning – Westwicke ensures that your corporate message evolves with the growth of the company. Institutional investors reward management teams that can effectively communicate their key messages and themes.

n Implement a sell-side strategy – Westwicke leverages our knowledge and relationships to help our clients effectively work with their analysts and attract new research analyst support. In addition, we help our clients target the correct conferences to attend and prioritize their one-on-one meetings.

n Execute a buy-side strategy – Targeting investors with genuine interest and a history

of long-term ownership is paramount to a successful investor relations program. Our experience has proven that the quality of meetings is far more important than the quantity. We actively manage the non-deal roadshow process to enhance the overall quality of marketing days.

n Street interaction – As former research analysts and portfolio managers, we are uniquely qualified to assist in earnings call preparation and communication with your shareholders.

n Ongoing execution – Westwicke executes a well-developed IR strategy that delivers tangible results.


14

Post IPO – Why Investor Relations Matters

What makes seemingly similar companies trade at different multiples? We believe the answer is quality investor relations. Companies that create a comprehensive IR strategy and diligently stick to it enjoy higher valuations and the many benefits of being public. On the contrary, companies who “wing it” pay the price.

Over the course of several years, most companies have both good and bad news. Whether it’s a new contract, earnings surprise, management change, or a shift in the competitive landscape, the impact of any news is different for every company based upon how they are perceived by the Street.

Strategic investor relations has a tangible impact on a company’s stock price. Our view is that approximately 80% of a company’s valuation is determined by financial performance, and up to 20% is driven by investor perception and understanding of the company.


Investor Perceptionup to 20%

Financial Performanceup to 80%

When it comes to your equity valuation, the numbers matter . . . but so does how the Street perceives you.

Equity Valuation Components

15

What Westwicke Clients Say . . .

Bill Sanger – CEO, Envision Healthcare

Westwicke brings to the table not only deep Wall Street and healthcare experience, but also familiarity with our business. This combination has proven to be an invaluable complement to our internal efforts to communicate effectively with our stakeholders. Over the years, Westwicke has helped us to communicate numerous acquisitions, to develop our institutional marketing strategy and has been instrumental in successfully completing two follow-on offerings. I would enthusiastically recommend Westwicke Partners to other companies.”

Michael Kirshbaum – CFO, The Advisory Board Company

Westwicke has been a valuable partner in our investor relations effort. We engaged them several years ago to help us develop a strategic IR plan, target new investors and attract additional sell-side coverage. Like many companies, our senior executives are focused on running the business and have very hectic schedules. Westwicke has been instrumental in helping us attend the right events, meet with the right investors and more effectively utilize our time. Their knowledge of Wall Street and focus on healthcare has been invaluable.”

David Jonas – Director and Chief Financial Officer, Rochester Medical Corporation

Westwicke Partners has been a welcome addition to the planning and continuous execution of our investor relations strategy. Their knowledge of the healthcare sector, coupled with their ability to truly understand our investors, fund managers, sell and buy side analysts, financial advisors and investment banks leaves them uniquely qualified to help guide us. Rochester Medical is a small, high growth Medical Device Company, whose primary IR conduits are also the people running the business. Westwicke Partners helps us balance the needs of our business in a timely, cost effective manner.”

Robert G. Burrows – Vice President, Investor Relations, Emergent BioSolutions Inc.

Westwicke has been our investor relations partner for over 5 years. Over that period of time, they have brought to bear their expertise in both the capital markets and investor relations in delivering to us consistently thoughtful advice and strategic counsel on a wide range of corporate, financial, operational and transactional matters. The Westwicke team is always available when we need them and has become an integral part of our company. Westwicke will continue to be a trusted advisor as we execute on our corporate growth plan.”

Fritz LaPorte – CFO, Mako Surgical Corp.

Westwicke Partners is much more than your traditional investor relations firm. We engaged them several months prior to our IPO and they assisted us in preparation for the IPO process. As a result, we greatly benefited from their experience and understanding of how Wall Street operates. We have worked with Westwicke for over five years as a public company, during which time, they have helped us develop and execute a highly effective investor relations and capital markets strategy. Additionally, they have advised us on three subsequent capital raising transactions.”


Equity Valuation Components

Recent Capital Market Transactions

(formerly TranS1)

Follow-On Offering

Price $11.65 Per Share

4.4 Million Shares

July 2013

(formerly TranS1)

Follow-On Offering


9.2 Million Shares

August 2009

(formerly TranS1)

Follow-On Offering


9.2 Million Shares

November 2009

(formerly TranS1)

Follow-On Offering


6.2 Million Shares

November 2009

(formerly TranS1)Acquisition of

Triump Healthcare

November 2009

(formerly TranS1)

Follow-On Offering


2.4 Million Shares

December 2012

(formerly TranS1)

Follow-on Offering


7.2 Million Shares

January 2013

(formerly TranS1)

Follow-On Offering


5.5 Million Shares

September 2012

(formerly TranS1)

Follow-on Offering


3.5 Million Shares

November 2012

16

(formerly TranS1)

Follow-On Offering

November 2011


21.8 Million Shares

(formerly TranS1)

Follow-on Offering

May 2013


4.9 Million Shares


July 2013


May 2013


January 2011


Protective Products Division

August 2013


October 2010


“Westwicke Partners is much more than your traditional investor relations

firm. We engaged them several months prior to our IPO and they assisted

us in preparation for the IPO process. As a result, we greatly benefited from

their experience and understanding of how Wall Street operates. We have

worked with Westwicke for over five years as a public company, during

which time, they have helped us develop and execute a highly effective

investor relations and capital markets strategy. Additionally, they have

advised us on three subsequent capital raising transactions.”

Fritz LaPorte, CFOMako Surgical Corp.

WWW.WESTWICKE.COM

BALTIMORE | SAN DIEGO | SAN FRANCISCO

Documents

Westwicke Partnerswestwicke.com/wp-content/uploads/Westwicke-Private...2 Having an experienced guide is critical to executing a successful IPO and positioning your company for long-term