CONMED (CNMD) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Investor Update

August 2014

Table of Contents

2

Executive Summary

3

CONMED Overview and Performance

6

CONMED Strengths and Opportunities

13

Exploration of Strategic Alternatives

17

Sweeping Changes Since the Last Annual Meeting

20

Voce Has No Strategy and No Interest in Engagement

24

1

4

5

2

3

6

Executive Summary

1

Executive Summary

4

CONMED is a Leader in Global Medical Technology for Orthopedic and General Surgery

Past performance in line to below consensus. New leadership recognizes the potential for

meaningful improvement

CONMED Has Implemented Sweeping Governance Changes Since the Last Annual Meeting

Board

and

governance

changes

–

process

began

in

late

2012

Current slate is 60% new, independent, with right expertise and major shareholder representation

CONMED is Entering a New Era of Performance Focused Management

New Interim CEO: Curt Hartman, Former Interim CEO and CFO of Stryker Corporation

New Strategy: Execution and performance improvement

CONMED Has Explored Strategic Alternatives

Process Overview: Ran a comprehensive process on the basis of industry consolidation dynamics

and input from several shareholders, contacted more than 40 potential buyers, including an

exhaustive list of strategic and financial buyers

Utilized two well respected investment banks, Bank of America Merrill Lynch and Greenhill & Co.

Various alternatives available at that time did not adequately reflect the intrinsic value of the

Company or its future growth prospects

Voce Has No Strategy and No Interest in Engagement

Voce has provided no ideas outside of what CONMED is doing or has already done under the

leadership of a conscientious, independent board

CONMED

has

attempted

to

work

constructively

with

Voce

to

avoid

a

costly

and

disruptive

proxy

contest, including two attempts at settlement

Executive Summary

5

The CONMED Board has made sweeping changes since the last annual

meeting that

dramatically disrupted the “status quo”

and put the Company on a path to deliver greater

shareholder value

Nominated a slate of highly qualified, independent directors that is more than 60% new

Entering a new era of leadership following the departures of founding family members Joe

Corasanti and Eugene Corasanti, as well as long-tenured directors Bruce Daniels and Stuart

Schwartz

Appointed Curt Hartman as Interim Chief Executive Officer and formed an executive search

committee to identify a permanent CEO

Implemented a number of other governance changes including the appointment of independent

director Mark Tryniski as Chairman of the Board and the installation of new chairpersons for each

of its Audit, Compensation and Corporate Governance and Nominating Committees

These proactive steps to implement change were set in motion in late 2012 with the

retention of a search firm to identify new director candidates

With a thoroughly reconstituted governance structure, CONMED is ready to focus on

proactive value creation

CONMED has implemented significant change and has the

right leaders at this time to focus on execution and deliver value to shareholders

Is more Board change warranted at CONMED at this time? No. And here’s why…

CONMED Overview and

Performance

2

CONMED Has a Leading Presence in

the Global Medical Technology Market

7

Note: Dollars in millions.

Company Overview

CONMED Brands

Key Business Categories

Global Presence

Founded in 1973 in Utica, NY, CONMED is a global medical technology

organization with ~3,600 employees and sales across six continents

The company is a market  leader in many products across three primary

categories: Orthopedic Surgery, General Surgery (includes GI, Pulmonary, and

Patient Monitoring),  and Surgical Visualization

Development of innovative products, acquisitions and a strong pipeline of new

product introductions have contributed to a robust product portfolio

Direct sales to 17

countries and indirect sales to more than 100

countries

International revenue CAGR of nearly 6% between 2009 and 2013

Employees by Region

Revenue by Region

Total Employees: 3,567

Total 2013A Revenue: $763

Orthopedic Surgery

General Surgery

GI, Pulmonary, and Patient Monitoring

Revenue by Category

Total 2013A Revenue: $763mm

Visualization

…And many more

Surgical instruments used to treat sports-related

injuries as well as devices used in the repair of

joint-related injuries

Devices and tools used in minimally invasive

surgical

procedures,

including

single-

and

multi-use tools

GI and Pulmonary surgical devices, ECG and

other patient monitoring systems

$66

9%

GI, Pulmonary

and Patient

Monitoring

$119

16%

Surgical Visualization

2-D and 3-D high definition camera systems for

use in minimally invasive surgery

US

2,334

65%

OUS

1,233

35%

US

$375

49%

OUS

$387

51%

Ortho

$410

54%

GS

$168

22%

CONMED Enjoys Strong Brand Recognition

and Has an Attractive Product Mix

8

Strong Brand Recognition

CONMED key brands are well known to physicians and purchasing

managers

Hall is one of the most respected powered instruments brands

in the market with over 50 years of use

Linvatec, which was acquired by CONMED in 1997, is a leading

brand in arthroscopic surgery

CONMED is well known for its General Surgery products

Attractive Product Mix

Over 80% of CONMED total revenue is generated by single-use

disposable products

Approximately 95% of arthroscopic sports medicine products

are disposables

Powered Instruments revenue is ~50% disposable products

50% of CONMED products are designed for use in minimally

invasive surgery

Reduces costs while providing equivalent treatment and

outcomes

Linvatec –

Sports Medicine

Hall –

Powered Instruments

CONMED –

Advanced Energy

CONMED -

Video System

Selected Products

9

Strong, Broad Product Portfolio

Orthopedic Surgery and Surgical Visualization

Description

Key Products

Sports Medicine

Devices for repair of soft tissue injuries in joints,

particularly the knee and shoulder; also includes revenue

from promoting allograft tissue use

Shoulder anchors

Bioabsorable, PEEK

and metal screws

Meniscal repair devices

RF ablation devices

Resection shavers

Fluid management systems

MTF allograft tissue

Powered

Instruments

Surgical drills and saws and related blades powered by

battery, electricity, or pneumatic, used by orthopedic

surgeons or other specialists

Large bone, small bone, and specialty handpieces

Related single-use disposables

Surgical

Visualization

2-D and 3-D High Definition surgical visualization systems

to enable minimally invasive laparoscopic and arthroscopic

surgery

Cameras

Scopes

Camera controllers

Light sources

Insufflation devices and accessories

Image capture systems

10

General Surgery

Description

Key Products

Advanced Energy

Devices using Radio Frequency (RF) energy to affect tissue by

cutting, sealing or causing hemostasis in open or minimally

invasive procedures

Electrosurgical pencils, ground pads, generators and smoke

evacuation

Argon Beam coagulation

Vessel Sealing

A sub-category of Advanced Energy using a device to seal or

sever vessels using thermal energy

Tissue sealing devices

Endomechanical

Instruments for minimally invasive laparoscopic or

gynecological abdominal surgery

Trocars

Suction irrigation

Scissors and other handheld instruments

Probes

V-Care

Endocap fee-for-use program

GI & Pulmonary

Minimally invasive diagnostic and therapeutic products used by

Gastroenterologists and Pulmonologists in procedures which

require flexible endoscopy

Forceps, snares and retrieval nets

Scope management

Billiary stents

Hemostasis devices

Bronchoscopy devices

Advanced Patient

Monitoring

Single-use devices for monitoring cardiac activity, blood

oxygenation, and other patient care devices

EKG electrodes

Defribulation pads

Pulse oxymetry devices

Surgical suction devices

IV fluid management devices

Strong,

Broad

Product

Portfolio

(Cont’d)

58%

121%

121%

122%

0%

25%

50%

75% 100% 125%

Peer

Average

S&P 500

Russell

2000

CNMD

50%

79%

86%

88%

0%

20%

40%

60%

80%

100%

Peer

Average

CNMD

Russell

2000

S&P 500

11

CONMED Comparative Total

Shareholder Return

Last Three-Years Total

Shareholder Return

Last Five-Years Total

Shareholder Return

Source: FactSet as of 08/19/14.

(1)

Peers include ARTC, IART, MASI, NUVA, TFX, THOR, TRNX, and WMGI.

(1)

(1)

Last One-Years Total

Shareholder Return

16%

19%

23%

23%

0%

5%

10%

15%

20%

25%

Russell

2000

Peer

Average

S&P 500

CNMD

(1)

12

Revenue

Adj. EBITDA

(1) (2)

Adj. Income from Operations

(1)

Adj. EPS

(1) (3)

Performance Has Been Improving

But We Are Committed to Doing Better

New

leadership

understands

there

is

room

for

organic

improvement

and

is

committed

to

growing revenue and expanding margins to enhance performance

Note: Dollars in millions, except per share amounts.

2013 figures exclude the medical device tax. Unadjusted 2013 EBITDA, Income from Operations and EPS – which include the effect of the medical device tax – were $131m, $79m and

$1.81 per share, respectively.

Excludes stock-based compensation expense.

Includes stock-based compensation expense.

(1)

(2)

(3)

13.3%

14.7%

16.0%

17.4%

18.0%

$695

$714

$725

$767

$763

500

600

700

$800

2009

2010

2011

2012

2013

$1.00

$1.30

$1.50

$1.80

$1.94

0.00

0.50

1.00

1.50

2.00

$2.50

2009

2010

2011

2012

2013

$52

$62

$73

$82

$84

0

25

50

75

$100

2009

2010

2011

2012

2013

$92

$105

$116

$134

$137

0

25

50

75

100

125

$150

2009

2010

2011

2012

2013

30%

25%

5%

10%

15%

20%

0%

CONMED Strengths and

Opportunities

3

14

CONMED is Entering a New Era of

Performance-Focused Management

Joseph Corasanti stepped down as Chief Executive Officer, President and a

member of the Board of Directors on July 23, 2014

Search underway for a permanent Chief Executive Officer

Led by five independent directors

Curt Hartman appointed Interim Chief Executive Officer

More than 22 years of medical device industry experience to guide the new CONMED

Successful tenure at Stryker, a then $26 billion leading large-cap medical device company, as

Former Interim Chief Executive Officer and Chief Financial Officer

Extensive knowledge of medical device industry and track record of executive leadership that

will help CONMED transition seamlessly

Led Stryker through tremendous strategic and operational change

For nine years, had full P&L responsibility and helped grow a global operating division in the

orthopedic and minimally invasive device segments that serve many of the same markets in

which CONMED competes today

Well regarded by sell-side community with positive feedback on Interim CEO appointment:

“We view Mr. Hartman as a seasoned operator and manager, whose experience and external perspective

is likely to have a positive impact on the business…”

–

Matt Miksic, Sr. Research Analyst, Piper Jaffray,

July 2014

15

CONMED’s Strengths

Growing End-Markets

Sport Medicine: 5-6%; Power Surgical: 3-4%; Various General Surgery markets: 2-5%

Strong Brand Recognition with Leading Market Positions

Hall is one of the most respected powered instruments brands in the market with over 50 years

in use

Linvatec is a leading brand in arthroscopic surgery

Leading market share position in rapidly growing global sports medicine market

Global Presence

Direct sales to 17

countries and indirect sales to more than 100 countries

International represented 51% of 2013 revenue with emerging markets ~11%

International revenue CAGR of nearly 6% between 2009 and 2013

Highly Recurring Revenue Base

Over 80% of CONMED total revenue is generated by single-use disposable products

Approximately 95% of arthroscopic sports medicine products are disposables

Powered Instruments revenue is ~50% disposable products

CONMED Plans to Capitalize on

Opportunities for Improvement

16

Opportunities

The New CONMED’s Answers

Domestic Sales

Growth

Domestic sales have been declining for several

years

Underperforming the market and peers

Product development cycles have taken too long

Reevaluate commercial strategy and improve the

alignment of the US selling structure to better

reflect the needs of customers (measure progress

on a weekly, monthly, quarterly and annual basis)

Steer commercial and R&D leadership to focus on

clear expectations and accountability throughout

the innovation and development process

EBITDA Margins

While improved from the trough, EBITDA margins

are still well below the company’s historical levels

Trail industry peers

Evaluate SG&A expense and investments to

ensure allocation of resources to areas with the

highest returns for the Company and maximize

value for shareholders

Leverage recently consolidated manufacturing

footprint to drive margins

Accountability

and Performance

Culture

Company has not had a culture that sufficiently

emphasized accountability

Consistently missed revenue forecasts

Hold team accountable to metrics-driven

expectations

Deliver on commitments we establish for our

customers and shareholders

CONMED has many strong attributes on which to build as the reconstituted Board and

management team focus on improved execution

Exploration of Strategic

Alternatives

4

Exploration of Strategic Alternatives

18

As part of an initiative to maximize shareholder value, the CONMED Board, with the help

of outside advisors, evaluated a range of strategic alternatives, including a sale of the

Company in parts or whole

The Company evaluated each alternative and, on the basis of industry consolidation and

valuation dynamics and input from several shareholders, decided to move forward with

the sale process

Financial

advisors

Bank

of

America

Merrill

Lynch

and

Greenhill

&

Co.

conducted

a

formal

auction process to solicit interest from a wide range of public and private device

companies

More than 40 potential buyers were contacted, including an exhaustive list of strategic

and financial buyers as well as all of the companies listed in Voce’s November 2013 letter

25 companies signed Non-Disclosure Agreements

Over the course of the six month sale process, potential buyers attended management

presentations and had access to management, detailed financials,

a formal dataroom

and

the opportunity for follow up diligence calls

CONMED delayed the 2014 annual meeting in order to maximize the potential outcome of

the process

Exploration of Strategic Alternatives

19

The Board of Directors determined that the various strategic alternatives

available at that time did not adequately reflect the intrinsic value of the

Company or its future growth prospects

The Board unanimously decided to terminate the process at that time and work

with management to focus on better execution to grow revenues and expand

margins

Following the conclusion of the process, CONMED’s Board and management

team remain committed to creating value for all shareholders by all means

available and will continue to take any actions that enable the Company to

achieve this objective

Sweeping Changes Since the

Last Annual Meeting

5

The CONMED Board Has Significantly

Reconstituted Itself Since the Last Annual Meeting

21

Departures

Joseph

Corasanti

resigned

as

Chief Executive Officer,

President and Member of the

Board in July 2014

Eugene

Corasanti,

CONMED’s

founder, retired in July 2014

from the Board and the

Company

Longstanding members Bruce

Daniels

and Stuart Schwartz

will retire at the upcoming

Annual Meeting on

September 10, 2014

Additions

Brian

Concannon

(Chief

Executive

Officer

and

a

member of the Board of Haemonetics Corporation

(NYSE: HAE)) joined the Board in July 2013

Dirk

Kuyper

(President

and

Chief

Executive

Officer

of

Illuminoss Medical) joined the Board in July 2013

Curt

Hartman

(formerly

Interim

Chief

Executive

Officer

and CFO of Stryker Corporation (NYSE: SYK)) joined the

Board in March 2014

Jerome

Lande

(Managing

Partner

of

Coppersmith

Capital –

owns 6% of CONMED) joined the Board in

March 2014

Charles

Farkas

(Senior

Partner

at

Bain

&

Company

and the former North American Head of Bain’s healthcare

practice) joined the Board in July 2014

CONMED’s eight member slate is comprised of 60% new directors,

with five members added since the last annual meeting

The CONMED Board implemented changes in consultation with some of the

Company’s largest shareholders as a result of a process that began in late 2012

22

Implemented Additional Meaningful

Corporate Governance Changes

Appointed independent director, Mark Tryniski, as Chairman of the Board in March 2014

Formed an executive search committee comprised of five independent directors,

including three new directors, to identify a permanent CEO

Installed new chairpersons for each of the Company’s Audit, Compensation and

Corporate Governance and Nominating Committees

Populated Committees with new directors possessing appropriate skills

Instituted a tenure policy requiring director retirement after 15 years service, tracking

best practices, to preserve independence of Board

Board regularly considers director candidates who it believes will add necessary

experience and skill sets to the Board

CONMED’s eight highly qualified director nominees, seven of whom are independent,

have been unanimous in driving these meaningful governance changes

23

CONMED’s Current Board: Engaged,

Experienced, and Highly Qualified

CONMED’s Board members have public company CEO experience, including from the

medical device and orthopedic industry, and expertise in management, corporate

governance, consulting and investing as well as major shareholder representation

Brian Concannon

President and CEO of

medical device company

Haemonetics Corporation

(NYSE: HAE)

Director since July 2013

Charles Farkas

Senior Partner at Bain &

Company, Former North

American Head of Bain’s

Healthcare practice

Director since August 2014

Jo Ann Golden

Certified Public Accountant

and retired Managing

Partner of the New Hartford

NY office of Dermody

Burke and Brown

Former President of NY

State Society of CPAs and

member of the governing

Council of the American

Institute of CPAs (“AICPA”)

Director since May 2003

Curt Hartman

Former Interim CEO and

CFO of Stryker Corporation

(NYSE: SYK)

CONMED Interim CEO

Over 22 years of medical

device industry experience

Led Stryker through

tremendous strategic and

organizational change

Director since March 2014

Dirk Kuyper

President and CEO of

medical device company,

Illuminoss Medical Inc.

Former President and CEO

of Alphatex Spine

(NASDAQ: ATEC)

Director since July 2013

Jerome Lande

Managing Partner of

Coppersmith Capital,

CONMED’s fourth largest

shareholder

Highly regarded activist

investor with 16 year

successful track record

Director since March 2014

Stephen Mandia

President of Mandia

International Trading Corp

Current Chairman and

former CEO of Sovena USA

Former Chairman of North

American Olive Oil

Association (represents

95% of  $1.5B industry)

Director since July 2002

Mark Tryniski

President and CEO of

Community Bank System

Inc. (NYSE: CBU)

Named Chairman of

CONMED Board in March

2014

Former Lead Independent

Director

Director since May 2007

Voce Has No Strategy and No

Interest in Engagement

6

25

CONMED Has Attempted to Work

Constructively with Voce

CONMED has attempted to engage in constructive discussions with Voce over the

past 12 months to better understand its views and explain the changes we have

made

Despite these significant changes and CONMED’s efforts over the last five months

to reach a mutually agreeable resolution through a settlement offer, Voce chose to

pursue a costly and distracting proxy contest

Recognizing that the potential sale of CONMED had greater likelihood of success if

not encumbered by an unnecessary public fight with a shareholder, five months

ago CONMED offered settlement negotiations to Voce

Voce refused

to engage in those negotiations, even on a confidential basis

Voce outside counsel advised that engaging would not be a good use of time citing

the likelihood of having any productive discussions as “pretty low”

Following conclusion of the strategic alternatives process, sweeping changes to the

Board, a change in Chief Executive Officer and the exit of the Company’s founding

leadership, the CONMED Board again reached out to Voce with an offer to add

one of its nominees to the Board

Voce

again

refused,

and

indicated

a

proxy

contest

would

be

forthcoming

26

Voce’s Interests are NOT Aligned

with ALL CONMED Shareholders

X

Voce owns less than 0.5% of the Company’s outstanding common stock and is

seeking three seats on the board, or 37.5%, which is grossly disproportionate

to its ownership stake

Of note, Coppersmith received two Board seats with 6.0% ownership

X

Voce

has

neither

articulated

a

plan

nor

offered

any

constructive

ideas

to

create

value for all CONMED shareholders that have not already been considered or

implemented

Voce’s nominees would not enhance the current strengths of the Board and do not address CONMED’s

contemplated areas for improvement

X

Voce continues to ignore the important changes we have made and instead

focuses on criticizing past actions, processes and departed personnel

X

Voce’s proxy contest can no longer credibly be claimed to be about exploration

of strategic alternatives, Board composition, management performance,

shareholder representation or entrenchment of CONMED’s founders

Voce’s

actions

make

it

clear

that

Voce

is

only

interested

in

pursuing

its

self-serving

agenda, irrespective of the cost to all other CONMED shareholders

27

Conclusion

CONMED’s Board is new, independent and accountable to shareholders

Significant additional corporate governance changes have been made since

the last annual meeting

CONMED’s director nominees have diverse and proven leadership experience

with

investor,

medical

device

and

orthopedic

industry,

financial

and

corporate

governance backgrounds

CONMED’s new leadership is focused on improving operating performance to

create additional value for shareholders over the short and long

term

CONMED recently conducted a thorough exploration of strategic alternatives

CONMED has attempted to work constructively with Voce to avoid a

costly and

disruptive proxy contest

Voce has no strategy and no interest in engagement

28

Vote the GOLD Proxy Card Today

The Board unanimously recommends

that shareholders vote FOR ALL of

CONMED’s experienced and highly

qualified director nominees

29

Forward Looking Statements and

Additional Information

Forward Looking Information

This presentation contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking

statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a

going-forward basis. The forward-looking statements in this presentation involve risks and uncertainties which could cause actual results, performance or trends, to

differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements

made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking

statements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ

materially from those discussed in the forward-looking statements in this presentation include, but are not limited to: (i) the failure of any one or more of the

assumptions stated above, to prove to be correct; (ii) the risks relating to forward-looking statements discussed in the Company’s Annual Report on Form 10-K for

the fiscal year ended December 31, 2013; (iii) cyclical purchasing patterns from customers, end-users and dealers; (iv) timely release of new products, and

acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; (vi) the possibility that any

new acquisition or other transaction may require the Company to reconsider its financial assumptions and goals/targets; (vii) increasing costs for raw material,

transportation or litigation; and/or (viii) the Company’s ability to devise and execute strategies to respond to market conditions.

Important Additional Information and Where to Find It

The Company has filed a proxy statement on Schedule 14A and other relevant documents with the Securities and Exchange Commission (“SEC”) in connection with

the solicitation of proxies for its 2014 Annual Meeting of Shareholders or any adjournment or postponement thereof (the “2014 Annual Meeting”) and has mailed the

definitive proxy statement and a proxy card to each shareholder of record entitled to vote at the 2014 Annual Meeting. SHAREHOLDERS ARE STRONGLY

ADVISED TO READ THE COMPANY’S 2014 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER

DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a

free copy of the 2014 proxy statement, any amendments or supplements to the proxy statement and other documents that the Company files with the SEC from the

SEC’s website at www.sec.gov or the Company’s website at www.conmed.com in the “Investors” section as soon as reasonably practicable after such materials are

electronically filed with, or furnished to, the SEC. 

Certain Information Regarding Participants in Solicitation

The Company, its directors, its executive officers and its nominees for election as directors may be deemed participants in the solicitation of proxies from

shareholders in connection with the matters to be considered at the Company’s 2014 Annual Meeting. Information regarding the persons who may, under the rules

of the SEC, be considered participants in the solicitation of shareholders in connection with the Company’s 2014 Annual Meeting, and their direct or indirect

interests, by security holdings or otherwise, which may be different from those of the Company’s shareholders generally, is set forth in the Company’s definitive

proxy statement for the 2014 Annual Meeting and other relevant documents filed with the SEC.