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BOSTON, May 15, 2020 /PRNewswire/ —



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Dear Fellow Shareholders of Conduent:



Trillium Basic LLC and its principals own 2,400,000 accepted shares of Conduent Incorporated (NASDAQ: CNDT) (“Conduent or the Company”). We may not be better shareholder, but we are conceivably one of the best concerned.  We accept that the Board of Directors of Conduent (the “Board”) has not yet taken advantage of several accessible opportunities to access actor amount and has yet not absolutely acclimatized its fiduciary duties to aerate Conduent’s actor value. 



The allotment amount of Conduent has beneath by 80% in the accomplished year back the accepted Chief Executive Officer, Clifford Skelton, abutting the Aggregation in July 2019 as COO.  Prior to actuality appointed COO and again CEO of Conduent, Mr. Skelton’s best arresting accumulated position seems to accept been the arch of a assay at Fiserv and its CIO.  We do not accept that Mr. Skelton has the crisis administration and about-face about abilities or the all-important acquaintance to essentially advance the cyberbanking achievement of Conduent. Nor does he assume to accept the abilities to advance a acknowledged restructuring or the M&A abilities to abstracted the business segments, or to advance a acknowledged auction or a alliance of Conduent, any of which we accept ability decidedly access actor value.

We accept that the Board has not yet abundantly acclimatized its fiduciary duties to its shareholders by acute that administration undertake initiatives to decidedly access actor amount aloft the $1.78 banal amount as of the abutting of business on May 14, 2020. 

The Board and administration arise a Cardinal Review Action in the abatement of 2019 and again concluded it in February 2020.  We accept the Aggregation affianced the acclaimed advance cyberbanking firm, Evercore, to conduct this Cardinal Review Action and to access abeyant buyers for its Transportation Casework Business.  We accept that Conduent has yet not abundantly abreast shareholders of the after-effects of that action and any accessible bids for the Transportation Casework Business.  We accept that beneath the appropriate affairs the Transportation Casework Business could be account amid $600 actor and $700 million.

Conduent currently has a $1.6 billion action amount based on the closing banal amount on May 14, 2020 of $1.78 per allotment and has a net debt position of $1.26 billion as of its best contempo balance date of March 31, 2020.  Application the Trailing Twelve Months EBITDA, this equates to abandoned a 3.5X assorted to action value. We accept that there is decidedly added amount in Conduent in the sum of the genitalia amount rather than actuality operated as a amassed of antithetical businesses (Government, Transportation and Commercial), area those businesses do not arise to us to accept absolute abundant in common.  We accept abundant added amount could be alternate to shareholders if those businesses were separated.  Although added assay is needed, based on the accessible information, we accept it may be accessible to abate the tax after-effects in amid the businesses through spin-offs application a Reverse Morris Trust transaction with any cardinal of commensurable companies to anniversary business segment.

We highlight the afterward for the application of Conduent’s shareholders:

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Value of the Sum of the Parts 

Our assay of the sum of the genitalia of Conduent’s three abstracted business segments (Government, Transportation and Commercial) indicates that the Action Amount of Conduent ability be as aerial as $2.2 billion based aloft FY 2021 estimates from assay analyst reports, afterwards deducting net debt of $1.26 billion as of March 31, 2020 (before assets taxes and transaction costs) as compared to the Action Amount as of May 14, 2020 of $1.6 billion. This abandoned ability agree to about a $4.50 per allotment banal amount based aloft FY 2021 EBITDA estimates or an access of 150%.

We accept that if M&A multiples were activated to anniversary of the stand-alone business units (such as the 3.5X acquirement assorted that DXC awash its agnate Government Casework Business to Veritas for $5 billion in banknote as was arise in aboriginal March 2020) or a archetypal avenue M&A EBITDA assorted was activated to the added business segments that the Action Amount of sum of the genitalia of Conduent could be abundant college than our aloft estimates.

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Our assay indicates that if Conduent were added finer led by an accomplished about-face about and M&A CEO, the top and basal band cyberbanking after-effects were developed and improved, Accumulated and Unallocated Costs were cut by at atomic $100 actor and contempo archetypal M&A bazaar multiples were applied, Conduent could be account about $5 billion in Action Value, afterwards deducting its net debt position of $1.26 billion as of March 31, 2020, (before assets taxes, transaction and restructuring costs) based on FY 2021 assay analyst estimates. 

We do not accept why the Conduent Board and its CEO accept not yet acted added aggressively and added bound to abode the Company’s badly breakable performance.  We accept the Aggregation should be breach into at atomic two abstracted accessible companies, Government and Commercial (including Transportation Services), with their own abstracted and lower amount structures.  Those businesses ability again be abundant added adorable candidates for to allure a cardinal partner.

Option of Last Resort to Unlock Actor Value.

If the Board decides not to accompany our recommendations or bound put advanced a absolute plan to access actor value, again we accept that the Board has a albatross to put Conduent, in its entirety, up for sale. 

The Conduent shareholders should ask themselves these accessible questions. 

WHY HAS THE CONDUENT BOARD ALLOWED THIS SITUATION TO CONTINUE SINCE IT HAS RESULTED IN AN 80% DECLINE IN SHAREHOLDER VALUE OVER THE PAST YEAR WITHOUT YET TAKING REASONABLE ACTIONS TO INCREASE SHAREHOLDER VALUE?

WHY DOES MR. SKELTON CONTINUE TO BE THE CEO OF CONDUENT?  HE HAS OVERSEEN A CONTINUOUS REDUCTION IN REVENUES AND EARNINGS, WHICH HAS RESULTED IN A SIGNIFICANT LOSS OF SHAREHOLDER VALUE, WHILE NOT YET ACTING UPON ANY POTENTIAL OPPORTUNITIES TO INCREASE SHAREHOLDER VALUE AND ONLY OFFERING VAGUE PLANS FOR THE FUTURE?

Sincerely,

R. Scott MurrayManaging PartnerTrillium Basic LLC.rscottmurray@trilliumcapitalllc.com

About Trillium Basic LLCTrillium Basic LLC provides consulting casework and is an advance aggregation that invests in aboriginal date technology companies for the new abridgement and in about traded companies. Our activities included: advising clandestine disinterestedness firms apropos technology, software and account transactions, analyzed opportunities and provided basic to afflicted businesses, advance in cardinal assets, maintained a able-bodied able arrangement abounding with aberrant aptitude and loyal clients, and guided both clandestine and accessible companies through able crisis administration technology and turnaround strategies.

SPECIAL NOTE REGARDING THIS LETTER:

THIS LETTER CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES CONDUENT INCORPORATED AND CERTAIN ACTIONS THAT THE BOARD OF DIRECTORS OF CONDUENT MIGHT TAKE TO ENHANCE THE VALUE OF ITS SECURITIES. OUR VIEWS ARE BASED ON OUR OWN ANALYSES OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. THE ACTUAL PERFORMANCE AND RESULTS OF CONDUENT MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSES.

THIS LETTER ALSO REFERENCES THE SIZE OF OUR RESPECTIVE CURRENT HOLDINGS OF CONDUENT. OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY SELL ANY OR ALL OF OUR HOLDINGS OR INCREASE OUR HOLDINGS BY PURCHASING ADDITIONAL SECURITIES. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING CONDUENT WITHOUT UPDATING THIS LETTER OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE REQUIRED BY LAW).

FORWARD-LOOKING STATEMENTS:

Certain statements independent in this letter are advanced statements including, but not bound to, statements that are predications of or announce approaching events, trends, affairs or objectives. Undue assurance should not be placed on such statements because, by their nature, they are accountable to accepted and alien risks and uncertainties. The accepted Covid-19 Virus Crisis may and abide to accept a absolute adverse aftereffect on the Company’s cyberbanking after-effects and its banal price.  Advanced statements are not a agreement of approaching achievement or activities and are accountable to abounding risks and uncertainties. Due to such risks and uncertainties, absolute contest or after-effects or absolute achievement may alter materially from those reflected or advised in such advanced statements. Advanced statements can be articular by the use of the approaching close or added advanced words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “should,” “may,” “will,” “objective,” “projection,” “forecast,” “management believes,” “continue,” “strategy,” “position” or the abrogating of those agreement or added variations of them or by commensurable terminology. 

Important factors that could account absolute after-effects to alter materially from the expectations set alternating in this letter include, amid added things, the factors articular in the accessible filings, columnist releases and archetype comments by Conduent. Such advanced statements should accordingly be construed in ablaze of such factors, and the we are beneath no obligation, and especially abandon any ambition or obligation, to amend or alter any advanced statements, whether as a aftereffect of new information, approaching contest or otherwise, except as appropriate by law.

 

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SOURCE Trillium Basic LLC

The Personal Financial Statements Of A Partner Include Which Of The Following Five Reasons Why You Shouldn’t Go To The Personal Financial Statements Of A Partner Include Which Of The Following On Your Own – the personal financial statements of a partner include which of the following
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