Defenses Against Unsolicited Takeovers

TM Capital assists public companies in preparing for, reviewing and defending against unsolicited takeover attempts. The firm enables client companies to successfully address unsolicited tender offers, merger proposals and proxy contests. TM Capital’s takeover defense capabilities include:

		Designing and implementing shareholder rights plans and other defensive measures
		Promptly analyzing and formulating responses to merger proposals, tender offers and proxy contests
		Advising the board of directors regarding alternatives and implementing the course chosen, including remaining independent, recapitalizing, or negotiating with potential acquirors

The following assignments illustrate TM Capital's extensive takeover defense experience:

Smith & Wollensky Completes Sale TM Capital advised the Special Committee of the Board of Smith & Wollensky (NASDAQ) on the Company’s $98 million sale to a consortium led by Bunker Hill Capital, L.P. Review Transaction	Methode Completes Recapitalization TM Capital advised Methode Electronics, Inc. (NASDAQ) in completing a $25 million share repurchase which recapitalized Methode into a one-share, one-vote structure Review Transaction
Gyrodyne Company Adopts Rights Plan TM Capital assisted the Board of Directors of Gyrodyne Company of America, Inc. (NASDAQ) in adopting a shareholders rights plan Review Transaction	Anacomp, Inc. Adopts Rights Plan TM Capital assisted the Board of Directors of Anacomp, Inc. (OTC) in adopting a shareholder's rights plan. Review Transaction
TAB Products Co. Directors Re-Elected TM Capital advised the Board of Directors of TAB Products Co. (AMEX) in connection with a proxy contest in which all of TAB's directors were successfully re-elected Review Transaction	Immucor Board of Directors Re-Elected TM Capital advised the Board of Directors of Immucor, Inc.(NASDAQ) in connection with a proxy contest in which all of Immucor's directors were successfully re-elected Review Transaction
Allied Research Adopts Rights Plan TM Capital assisted the Board of Directors of Allied Research Corporation (AMEX) in adopting a shareholder's rights plan Review Transaction	Graham Corporation Adopts Rights Plan TM Capital assisted the Board of Directors of Graham Corporation (AMEX) in adopting a shareholder's rights plan Review Transaction
Vista Information Adopts Rights Plan TM Capital assisted the Board of Directors of Vista Information Solutions, Inc. (NASDAQ) in adopting a shareholder's rights plan Review Transaction