Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K RELATED TO ACQUISITION - Intermec, Inc. | intermec8k.htm |
| EX-99.1 - PRESS RELEASE - Intermec, Inc. | pressrelease.htm |
| EX-10.2 - AMENDED AND RESTATED CREDIT AGREEMENT - Intermec, Inc. | creditagreement.htm |
| EX-10.1 - FORM OF VOTING AGREEMENT - Intermec, Inc. | votingagreement.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - Intermec, Inc. | mergeragreement.htm |
EXHIBIT 99.2
Intermec To Acquire Vocollect
Taking the warehouse by storm
Pat Byrne | President & CEO
Bob Driessnack | Senior Vice President & CFO
Taking the warehouse by storm
Pat Byrne | President & CEO
Bob Driessnack | Senior Vice President & CFO
Safe Harbor Statement Regarding
Forward-looking Statements and Risks
Forward-looking Statements and Risks
Statements made in this release and related statements that express Intermec’s or our
management’s intentions, indications, beliefs, expectations, guidance, estimates, forecasts or
predictions of the future constitute forward-looking statements, as defined by the Private
Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. The
forward-looking statements contained herein include statements about the consummation of the
pending acquisition of Vocollect by Intermec, future financial and operating results of the
combined company and benefits of the pending acquisition. Factors that could cause actual
results to differ materially from those described herein include: (a) Intermec’s ability to leverage
the Vocollect products to enable it to expand its position in the warehouse market; (b) Intermec’s
ability to successfully integrate and market the Vocollect products; and (c) both companies’ ability
to obtain regulatory approvals. They also include, without limitation, statements regarding: our
cost reduction plans; our view of general economic and market conditions; and our revenue,
expense, earnings or financial outlook for the fourth quarter of 2010, the full-year of 2010 or any
current or future period. These statements represent beliefs and expectations only as of the date
they were made. We may elect to update forward-looking statements but we expressly disclaim
any obligation to do so, even if our beliefs and expectations change. Actual results may differ
from those expressed or implied in our forward-looking statements. Such forward-looking
statements involve and are subject to certain risks and uncertainties that may cause our actual
results to differ materially from those discussed in a forward looking statement..
management’s intentions, indications, beliefs, expectations, guidance, estimates, forecasts or
predictions of the future constitute forward-looking statements, as defined by the Private
Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. The
forward-looking statements contained herein include statements about the consummation of the
pending acquisition of Vocollect by Intermec, future financial and operating results of the
combined company and benefits of the pending acquisition. Factors that could cause actual
results to differ materially from those described herein include: (a) Intermec’s ability to leverage
the Vocollect products to enable it to expand its position in the warehouse market; (b) Intermec’s
ability to successfully integrate and market the Vocollect products; and (c) both companies’ ability
to obtain regulatory approvals. They also include, without limitation, statements regarding: our
cost reduction plans; our view of general economic and market conditions; and our revenue,
expense, earnings or financial outlook for the fourth quarter of 2010, the full-year of 2010 or any
current or future period. These statements represent beliefs and expectations only as of the date
they were made. We may elect to update forward-looking statements but we expressly disclaim
any obligation to do so, even if our beliefs and expectations change. Actual results may differ
from those expressed or implied in our forward-looking statements. Such forward-looking
statements involve and are subject to certain risks and uncertainties that may cause our actual
results to differ materially from those discussed in a forward looking statement..
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These include, but are not limited to, risks and uncertainties described more fully in our reports
filed or to be filed with the Securities and Exchange Commission including, but not limited to,
our annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available on
our website at www.intermec.com.
filed or to be filed with the Securities and Exchange Commission including, but not limited to,
our annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available on
our website at www.intermec.com.
In addition to the specific risks identified in the preceding paragraph, acquisitions involve a
number of special risks, including diversion of management’s attention to the assimilation of the
technology and personnel of acquired businesses, costs related to the acquisition and the
integration of acquired products, technologies and employees into Intermec’s business and
product offerings. Achieving the anticipated benefits of the pending acquisition will depend, in
part, upon whether the integration of the acquired products, technology, or employees is
accomplished in an efficient and effective manner, and there can be no assurance that this will
occur. The difficulties of such integration may be increased by the necessity of coordinating
geographically disparate organizations, the complexity of the technologies being integrated, and
the necessity of integrating personnel with disparate business backgrounds and combining
different corporate cultures. The inability of management to successfully integrate the business of
the two companies, and any related diversion of management’s attention, could have a material
adverse effect on the combined company’s business, operating results and financial condition.
number of special risks, including diversion of management’s attention to the assimilation of the
technology and personnel of acquired businesses, costs related to the acquisition and the
integration of acquired products, technologies and employees into Intermec’s business and
product offerings. Achieving the anticipated benefits of the pending acquisition will depend, in
part, upon whether the integration of the acquired products, technology, or employees is
accomplished in an efficient and effective manner, and there can be no assurance that this will
occur. The difficulties of such integration may be increased by the necessity of coordinating
geographically disparate organizations, the complexity of the technologies being integrated, and
the necessity of integrating personnel with disparate business backgrounds and combining
different corporate cultures. The inability of management to successfully integrate the business of
the two companies, and any related diversion of management’s attention, could have a material
adverse effect on the combined company’s business, operating results and financial condition.
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Use of Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with generally accepted accounting
principles (GAAP), we may use the non-GAAP financial measures adjusted earnings per share,
transaction costs, earnings before income tax and depreciation and amortization “EBITDA.”.
Adjusted earnings per share excludes restructuring and other costs/income and amortization of
acquisition-related intangible assets as well as certain other gains and losses, tax
provisions/benefits related to the previous items and discontinued operations. We exclude the
above items because they are outside of our normal operations and/or, in certain cases, are
difficult to forecast accurately for future periods. We believe that the use of non-GAAP measures
helps investors to gain a better understanding of our core operating results and future prospects,
consistent with how management measures and forecasts the company's performance, especially
when comparing such results to previous periods or forecasts.
principles (GAAP), we may use the non-GAAP financial measures adjusted earnings per share,
transaction costs, earnings before income tax and depreciation and amortization “EBITDA.”.
Adjusted earnings per share excludes restructuring and other costs/income and amortization of
acquisition-related intangible assets as well as certain other gains and losses, tax
provisions/benefits related to the previous items and discontinued operations. We exclude the
above items because they are outside of our normal operations and/or, in certain cases, are
difficult to forecast accurately for future periods. We believe that the use of non-GAAP measures
helps investors to gain a better understanding of our core operating results and future prospects,
consistent with how management measures and forecasts the company's performance, especially
when comparing such results to previous periods or forecasts.
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$190 million purchase price, subject to certain post-
closing adjustments such as cash, debt and working
capital
closing adjustments such as cash, debt and working
capital
Price
Sources
Transaction Snapshot
$108 million balance sheet cash
Remainder from new financing / amendment to existing
revolving credit facility
revolving credit facility
Intermec to acquire Vocollect
Expected to close in March 2011, after the necessary
regulatory approvals
regulatory approvals
Structure
Timing
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Consideration
100% cash
Vocollect: A Solutions-Oriented Business
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Powerful and Innovative Voice Platform
§ “Gold Standard” Voice Technology
§ Superior speech recognition and
processing architecture
processing architecture
§ Outstanding performance in noisy
and rugged environments
and rugged environments
§ More Than $3 Billion Worth of
Goods Moved Daily Using Vocollect
Solutions
Goods Moved Daily Using Vocollect
Solutions
§ Over 300,000 Users Globally in 60
Countries and Over 35 Languages
Countries and Over 35 Languages
§ Customer Base of Over 1,500
Companies
Companies
§ Global Channel Network Over 2,000
Vocollect Voice Experts
Vocollect Voice Experts
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Industry-Leading Software Solution
§ Industry-Leading, End-to-End
Voice-Centric Software Solution
Voice-Centric Software Solution
§ Developed to Address Unique
Needs of the Warehouse and
Distribution Center
Needs of the Warehouse and
Distribution Center
§ Fully integrated with warehouse
management systems (WMS)
management systems (WMS)
§ Works seamlessly with other
technologies like RFID, displays,
scanners, printers, etc.
technologies like RFID, displays,
scanners, printers, etc.
§ Coupled with Open, Flexible and
Extensible Development Tools
Extensible Development Tools
§ Customizable for Individual
Customer Environments
Customer Environments
§ Cold freezer
§ Picking, vehicle-mounted
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Significant Productivity Increases
Power of “two hands free”
Up to 50% for certain workflows
Outstanding Accuracy
Improvement to 99.9%
Very high customer retention
Increases Safety
“Heads up” awareness
Reduced workers comp claims
Reduces Training Time Up to 50%
Powerful ROI from Voice System:
Typically Less than 9-Month Payback
Clear Value Proposition for Customers
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Substantial Customer
Benefit
Under-Penetrated, Large Potential Market
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Key Transaction Financial Highlights
Note: Transaction includes one-time deal-related costs; intangible
amortization and stock-based compensation expense, transaction
assumed to close by March 31, 2011. Based on unaudited 2010 financials
statements
amortization and stock-based compensation expense, transaction
assumed to close by March 31, 2011. Based on unaudited 2010 financials
statements
2010 Revenue Expected to be Approximately $120
million
million
Voice is Expected to Deliver Double Digit Future Revenue
Growth
Growth
Revenue Synergies Expected to be approximately $10M
in 2011
in 2011
Expected to be Accretive to Intermec’s EPS in First Fiscal
Year Following Completion
Year Following Completion
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