Smiths Group Plc · LSE:SMIN
Smiths — Merger or Acquisition (September 2021)
9 slides from Smiths's merger presentation, Sep 8, 2021
Slide 1: Superior Transaction for Sale of Smiths Medical
www.smiths.com SUPERIOR TRANSACTION FOR SALE OF SMITHS MEDICAL 8 SEPTEMBER 2021
Slide 2: Paul Keel, Chief Executive Officer
Paul Keel > Chief Executive Officer 2 SMITHS GROUP PLC | SUPERIOR TRANSACTION FOR SALE OF SMITHS MEDICAL
Slide 3: Summary | Proposed sale of Smiths Medical to ICU Medical
Summary | Proposed sale of Smiths Medical to ICU Medical > ICU offer is superior to previously announced transaction with TA Associates > Enterprise value of $2.7bn; equity value of $2.4bn ($0.4bn higher than TA Transaction) Smiths participates in further value creation by receiving 2.5m ICU shares,
Slide 4: Comparison to TA Associates Transaction
Comparison to TA Associates Transaction > ICU Transaction > TA Transaction ▪ Enterprise value $2.7bn + $0.1bn ‘earnout’; ▪ Enterprise value $2.3bn + $0.2bn ‘earnout’; equity value $2.4bn equity value $2.0bn ▪ Net cash proceeds $1.85bn ▪ Net cash proceeds $1.80bn ▪ 2.5m shares valued at $0.5bn1 (10%
Slide 5: Timeline and Use of Proceeds
Timeline and Use of Proceeds > Approval timeline > Use of proceeds ▪ Non-binding consultation with French Works ▪ Expected initial net cash proceeds of Council to begin shortly, after which Board $1.85bn expects to unanimously recommend ICU ▪ Board anticipates returning 55% of Transaction initial ne
Slide 6: A leading industrial technology company
A leading industrial technology company > Simplifies and positions Smiths for focused growth in its core business > Smiths FY21 Results to be announced on 28 September 2021 > No change to progressive dividend policy expected > Update on strategy at capital markets event on 17-18 November 2021 6 SMIT
Slide 7: Questions & Answers
www.smiths.com QUESTIONS & ANSWERS
Slide 8: Disclaimer
DISCLAIMER This presentation (the “Presentation”) contains statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. They appear in a number of places throughout this Presentation. They include statements regarding the intentions, beliefs and/or curr
Slide 9: Important Notices
IMPORTANT NOTICES Enterprise Value Throughout the presentation, the enterprise value of Smiths Medical is stated on a debt free, cash free basis and before taking into account any adjustments required under the terms of the transaction; tax; and associated transaction costs. Exchange rates In this p
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