Fairness Opinion

Duff & Phelps Advises the Board of Directors of Winnebago Industries, Inc. on Its Announced Acquisition of Grand Design Recreational Vehicle Company

Winnebago Industries, Inc. (“Winnebago” or the “Company”) has announced the agreement to acquire Grand Design Recreational Vehicle Company (“Grand Design”) for approximately $500 million in cash and newly issued Winnebago shares. The transaction was announced on October 3, 2016.

Duff & Phelps served as an independent financial advisor to the board of directors of Winnebago Industries, Inc. and rendered a fairness opinion.

About Winnebago

Winnebago is a leading U.S. manufacturer of recreation vehicles, which are used primarily in leisure travel and outdoor recreation activities. The Company builds quality motorhomes, travel trailers and fifth wheel products. Winnebago has received the Quality Circle Award from the Recreation Vehicle Dealers Association every year since 1996. Winnebago has multiple facilities in Iowa, Indiana, Oregon and Minnesota. The Company's common stock is listed on the New York and Chicago Stock Exchanges and traded under the symbol WGO. Winnebago was founded in 1958 and is headquartered in Forest City, Iowa. J.P. Morgan acted as financial advisor to Winnebago and Lindquist & Vennum LLP acted as legal counsel.

About Grand Design

Grand Design was founded in 2012 and is one of the fastest-growing RV companies in the industry. Since its founding, Grand Design has shipped 25,000 units and has sold over 21,000 units at retail. Grand Design manufactures the market leading Reflection fifth wheel and travel trailer, flagship Solitude extended stay fifth wheel, luxury Momentum toy hauler and lightweight Imagine travel trailer product lines. Grand Design is based in Middlebury, Indiana and is a portfolio company of global growth equity investor Summit Partners. Weil Gotshal & Manges LLP served as legal counsel to Grand Design RV.


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