ISS and Glass Lewis are independent international corporate governance analysis and proxy advisory firms. Both guide institutional investors in making informed proxy voting decisions, based on careful review of disclosure materials.

In recommending that shareholders vote for the arrangement, ISS advised:

“Shareholder approval is warranted due to the adequate sale process supervised by the special committee of independent directors, and the all-cash offer premium to the unaffected market price that provides shareholders with immediate liquidity.”

In recommending that shareholders vote for the arrangement, Glass Lewis advised:

“Overall, we find that the analyses presented by the advisors are generally reasonable and contain adequate disclosure. The proposed purchase price represents an 18.2% premium to the unaffected closing price of Avigilon shares on January 31, 2018, the last trading day prior to announcement, and a 22.7% premium to the average closing share price over the one-month period ended on that date. Further, it represents premiums of 29.6%, 41.4% and 57.9% to the average closing share price over the three-month, six-month and one-year periods ended on that date, respectively. Based on the foregoing factors and the support of the board, we believe the proposed transaction is reasonable and in the best interests of shareholders.”