Attached files
| file | filename |
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| EX-99.3 - EX-99.3 - THERMO FISHER SCIENTIFIC INC. | d521494dex993.htm |
| EX-99.1 - EX-99.1 - THERMO FISHER SCIENTIFIC INC. | d521494dex991.htm |
| 8-K - FORM 8-K - THERMO FISHER SCIENTIFIC INC. | d521494d8k.htm |
 April 15, 2013
Thermo Fisher Scientific to Acquire
Life Technologies
The world leader in serving science
Proprietary & Confidential
Exhibit 99.2 |
 2
Safe Harbor Statement / Use of Non-GAAP Financial Measures
The following constitutes a "Safe Harbor" statement under the Private Securities Litigation
Reform Act of 1995: This presentation contains forward-looking statements that involve a
number of risks and uncertainties. Important factors that could cause actual results to differ
materially from those indicated by forward-looking statements include risks and uncertainties relating to: the need to
develop new products and adapt to significant technological change; implementation of strategies for
improving growth; general economic conditions including economic conditions in the countries in
which Thermo Fisher and Life Technologies sell products, and related uncertainties; dependence
on customers' capital spending policies and government funding policies; the effect of exchange
rate fluctuations on international operations; the effect of healthcare reform legislation; use and protection of intellectual
property; the effect of changes in governmental regulations; and the effect of laws and regulations
governing government contracts, as well as the possibility that expected benefits related to the
transaction may not materialize as expected; the transaction not being timely completed, if
completed at all; prior to the completion of the transaction, Life Technologies’ business experiencing
disruptions due to transaction-related uncertainty or other factors making it more difficult to
maintain relationships with employees, licensees, other business partners or governmental
entities; difficulty retaining certain key employees; and the parties being unable to
successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected
time-frames or at all. Additional important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are set forth in
Thermo Fisher’s Annual Report on Form 10-K for the fiscal year ended December 31,
2012, which is on file with the SEC and available in the “Investors” section of Thermo
Fisher’s website under the heading “SEC Filings,” and in Life Technologies’
Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and recent current
report on form 8-K, each of which are on file with the SEC and available in the “Investor
Relations” section of Life Technologies’ website under the heading “SEC
Filings”. While Thermo Fisher or Life Technologies may elect to update forward-looking
statements at some point in the future, each of Thermo Fisher and Life Technologies specifically
disclaims any obligation to do so, even if estimates change and, therefore, you should not rely
on these forward-looking statements as representing either of Thermo Fisher’s or Life
Technologies’ respective views as of any date subsequent to today.
In addition to the financial measures prepared in accordance with generally accepted accounting
principles (GAAP), we use certain non-GAAP financial measures, including adjusted EPS,
adjusted operating income, adjusted EBITDA, adjusted net income and adjusted ROIC, which
exclude restructuring and other costs/income and amortization of acquisition-related intangible assets.
Adjusted EPS, adjusted net income and adjusted ROIC also exclude certain other gains and losses, tax
provisions/benefits related to the previous items, benefits from tax credit carryforwards, the
impact of significant tax audits or events 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 also use the non-GAAP measure, free cash flow,
which excludes operating cash flows from discontinued operations and deducts net capital
expenditures. 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. |
 3
Additional Information and Where to Find It
This
communication
may
be
deemed
to
be
solicitation
material
in
respect
of
the
proposed
acquisition
of
Life
Technologies
by
Thermo
Fisher.
In
connection
with
the
proposed
acquisition,
Life
Technologies
intends
to
file
relevant
materials
with
the
SEC,
including
Life
Technologies’
proxy
statement
in
preliminary
and
definitive
form.
Stockholders
of
Life
Technologies
are
urged
to
read
all
relevant
documents
filed
with
the
SEC,
including
Life
Technologies’
definitive
proxy
statement,
because
they
will
contain
important
information
about
the
proposed
transaction.
Investors
and
security
holders
are
able
to
obtain
the
documents
(once
available)
free
of
charge
at
the
SEC’s
web
site,
http://www.sec.gov,
or
for
free
from
Life
Technologies
by
emailing
ir@lifetech.com
or
calling
(760)
603-7208.
Such
documents
are
not
currently
available.
Participants in Solicitation
Thermo
Fisher
and
its
directors
and
executive
officers,
and
Life
Technologies
and
its
directors
and
executive
officers,
may
be
deemed
to be
participants
in
the
solicitation
of
proxies
from
the
holders
of
Life
Technologies
common
stock
in
respect
of
the
proposed
transaction.
Information
about
the
directors
and
executive
officers
of
Thermo
Fisher
is
set
forth
in
its
proxy
statement
for
Thermo
Fisher’s
2013
Annual
Meeting
of
stockholders,
which
was
filed
with
the
SEC
on
April
9,
2013.
Information
about
the
directors
and
executive
officers
of
Life
Technologies
is
set
forth
in
the
proxy
statement
for
Life
Technologies’
2013
Annual
Meeting
of
stockholders,
which
was
filed
with
the
SEC
on
March
15,
2013.
Investors
may
obtain
additional
information
regarding
the
interest
of
such
participants
by reading
the
proxy
statement
regarding
the
acquisition
(once
available). |
 4
Technology and Innovation Leader
Ultimate Customer Partner
Compelling Financial Profile
Combination Creates Unrivaled Industry Leader |
 5
Key product categories
•
Research consumables
•
Genetic analysis
•
Applied sciences
Attractive revenue profile*
Premier life sciences brands
* Based on FY 2012 revenues
Life Technologies Company Profile
Mix
Instruments
15%
Consumables
& Services
85%
Regions
Americas
45%
Europe
31%
APAC
14%
Japan
10%
•
A global leader in life sciences
•
2012 Revenue: $3.8 billion
•
10,000 Employees
•
50,000+ Products |
 6
Enhances scale and depth of capabilities in research, specialty
diagnostics and applied markets
Technology leadership in proteomics, genomics and cell biology
World-class e-commerce and supply-chain infrastructure
Industry-leading presence in high-growth emerging markets
Strengthens Value Proposition for Our Customers
Creates Compelling Value for Our Shareholders
Strategic Rationale
Attractive returns and new growth opportunities
Meaningful synergies and strong cash flow
Significant accretion to adjusted EPS
Next-generation sequencing platform provides new long-term growth
opportunities |
 7
Products
Portfolio**
Geographies
Pro forma revenues: $16.3B*
* Based on FY 2012 revenues of both companies
**Percentages calculated before inter-company eliminations
Increased recurring revenue and scale in emerging markets
Instruments &
Equipment
27%
Consumables
61%
Lab Products &
Services
35%
Services
12%
Unrivaled Industry Leadership
Analytical
Technologies
24%
Specialty
Diagnostics
18%
Lab Products &
Services
XX%
Life
Technologies
23%
Europe
26%
North
America
52%
Asia-Pacific
18%
ROW
4% |
 8
•
Mass spectrometry
•
Liquid chromatography
•
Spectroscopy
Research and Discovery
Production
Specialty
Diagnostics
•
Protein sample prep
•
Laboratory consumables
•
Research chemicals
•
Single-use
bioprocess
technologies
•
Cell factories
•
Next-generation
sequencing
•
q-PCR
•
Capillary
electrophoresis
•
Cell biology
•
Molecular biology
reagents
•
Sera and media
•
Chromatography
•
Cancer
•
Infectious
disease
•
Biomarkers
•
Transplant
•
Microbiology
•
Allergy
Unique ability to accelerate customer innovation
Applied
Markets
•
Food safety
•
Environmental
Technology and Innovation Leader
•
Forensics
•
Animal health |
 9
•
Global key accounts and strategic
partnerships
•
Unparalleled customer access
•
Unmatched customer channels in
research and healthcare
•
Leading e-commerce capability
•
10,000 field sales and service
employees
•
2,700 scientists
•
>8,000 patents and licenses
•
Industry’s largest R&D budget
Commercial Reach
Deep Applications Expertise
•
World-class inventory and logistics
management
•
Cold-chain expertise
•
50,000 orders / shipments every day
Operational Excellence
Ultimate Customer Partner
Leading capabilities to enable
customer productivity |
 10
Price
•
Total cash consideration of $13.6 billion ($76 per fully diluted
share)
•
Plus assumption of Life Technologies net debt, $2.2 billion
as of year-end 2012
Returns
•
Attractive return profile and strong cash flow
•
Adjusted ROIC* to exceed cost of capital in year 4
•
Significantly and immediately accretive to adjusted EPS
•
Expected to add $0.90 to $1.00 to adjusted EPS in first full year
Synergies
•
Estimated to generate $275 million of adjusted operating income
synergies
by
3rd
full
year
–
$85
million
in
first
full
year
•
Cost: $250 million by combining global infrastructure
•
Revenue: $25 million by combining commercial capabilities
Tax Benefit
•
Greater tax efficiencies from leveraging combined global structure
* Adjusted return on invested capital is annual adjusted net income,
excluding net interest expense, net
of
related
tax
benefit,
divided
by
trailing
five
quarters’
average
invested
capital.
Compelling Financial Profile
Significant opportunity to create shareholder value |
 11
Financing
•
Fully committed bridge facility in place
•
Permanent financing from available cash, and issuance
of new debt and equity prior to close
•
Expected mix: $9.5 -
$10 billion of cash and debt and
up to $4 billion of equity financing
Leverage
•
Pro
forma
leverage
ratio
of
4.3
-
4.4x
TTM
adjusted
EBITDA
at close
•
Financing structured to maintain investment-grade debt ratings
•
Combined annual free cash flow of >$2.5 billion will allow for rapid
reduction of debt
•
Expect
to
achieve
target
leverage
ratio
of
2.5
–
3.0x
by end of year 2
Path to
Completion
•
Life Technologies shareholder approval
•
Customary regulatory approvals in relevant jurisdictions
•
Expected to close early in 2014
Transaction Overview |
 12
Technology and Innovation Leader
Ultimate Customer Partner
Compelling Financial Profile
Combination Creates Unrivaled Industry Leader |