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Fairness Opinion

 

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Title:

Fairness Opinion

Entities:

Entrada Networks, Inc.; First Consulting Group, Inc.; FMV Opinions, Inc.; Entrada Networks Inc

Date:

2002

Size:

Preview shows 5KB of 22KB total

Price:

$34

ID:

#167696

 

 

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Fairness Opinion of FMV Opinions, Inc Issued September 12, 2002

Our board of directors retained FMV to advise them in connection with
the merger. FMV is a nationally recognized firm engaged in the valuation of
businesses and their securities in connection with mergers and acquisitions and
other purposes. After interviewing three valuation firms, the board selected FMV
to give its opinion in connection with the merger based on FMV's qualifications,
expertise, reputation, cost and the upon the recommendations of the our
financial and legal advisors. FMV had not previously rendered any other services
to us.

On September 12, 2002, at a meeting of our board of directors at which
the board considered the merger and approved the Agreement and the merger, FMV
orally delivered its opinion to our board (which was subsequently confirmed in
writing) that, as of that date, and based upon and subject to certain stated
assumptions, qualifications and limitations, the consideration to be paid by us
in the merger is fair, from a financial point of view, to us.

The full text of FMV's written opinion dated September 12,
2002, is attached as Annex B to this document and is incorporated
herein by reference. You are urged to read the fairness opinion
carefully in its entirety to understand the procedures followed,
assumptions made, matters considered and limitations on the review
undertaken by FMV in providing its opinion. The opinion is directed to
our board and addresses only the fairness of the merger consideration
to be paid by Entrada from a financial point of view. It does not
address any other aspect of the merger or the merits of the underlying
decision by our board or management to engage in the merger. The
opinion of FMV does not constitute a recommendation to any stockholder
as to how any stockholder should vote on any matters addressed in this
document, or any other matter.

The following summary of the opinion of FMV is qualified in its
entirety by reference to, and should be read together with, the full
text of the fairness opinion. The opinion of FMV is based on the
economic, monetary, market and other conditions as they were in effect
on, and the information made available to FMV as of, the date of the
opinion.

In preparing its opinion, FMV, among other things:

11. reviewed our 8-K filing of January 15, 2002 announcing its
issuance of 10% Senior Convertible Debentures to HOV;

12. reviewed our 8-K filing of August 16, 2002, which includes the
Agreement and Plan of Merger dated August 15, 2002, by and
among Entrada, DBW, and HOV, including Exhibit A, Certificate
of Designation of Series B Preferred Stock of Entrada
Networks, Inc., and Exhibit B, Investor Rights Agreement;

13. reviewed our 10-K filing for the fiscal year ended January 31,
2002 and respective 10-Q filings for the fiscal quarters ended
April 30, 2002 and July 31, 2002;

14. reviewed Savant's audited financial statements for the fiscal
years ended December 31, 1999 through 2001, and internally
prepared, unaudited financial statements for the interim
periods ended June 30, 2001 and 2002;

15. reviewed certain financial and operating information with the
managements of Entrada, Savant, and HOV, including the
operations, business strategy, recent financial performance
and expectations regarding the future operating and financial
performance of Savant and Entrada, as well as the terms and
rationale of the merger and strategic alternatives;

16. reviewed the recent trading activity of our common stock;

17. compared certain aspects of the financial performance of
Entrada and Savant with publicly traded and recently acquired
companies engaged in similar lines of business;

18. considered public equity market rates of return;

19. visited the facilities of Entrada (in Irvine, California),
Savant (in Edison, New Jersey), DBW, and HOV (both in Santa

 

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