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Providence Service Corporation Makes Its Spring 2009 Presentation Publicly Available
Date:5/8/2009

oposal to us that, if accepted, would have facilitated their ability, with a proposed investment of potentially less than $1.0 million, to (1) immediately raise their aggregate voting interest in Providence from 18.6% to almost 25%, (2) obtain the ability, without further investment and in their sole discretion, to subsequently increase both their voting and their ownership interest in Providence to over 33%, and (3) in the interim, secure for themselves a greater than 42% annual dividend yield. The Providence Board, after due consideration, rejected such a one-sided proposal as not being in the best interests of ALL stockholders.
  • The dissident group has not provided us with any plans or proposals to enhance stockholder value: Despite our numerous interactions with members of the dissident group, neither Donald C. Smith nor any of the other members of the dissident group have identified to us any suggestions for operational improvements, or other initiatives to enhance value for ALL Providence stockholders.
  • The leaders of the dissident group, Avalon Correctional Services and Donald C. Smith, have a history of engaging in substandard corporate governance practices that are diametrically contrary to how Providence approaches corporate governance and how we believe many of our investors would want us to approach corporate governance: In 2005, Donald C. Smith, the founder, sole director and controlling stockholder of Avalon Correctional Services, a company that is publicly-traded on the pink sheets, voluntarily delisted Avalon Correctional Services from the Nasdaq Stock Market (after being threatened with delisting for failure to have any independent directors (in other words, directors other than Donald C. Smith) on its Board of Directors) and terminated the registration of its shares under the Securities Exchange Act in order to avoid being required to comply with the corp
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  • SOURCE The Providence Service Corporation
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