Computershare Limited · ASX:CPU

Computershare — Merger or Acquisition (October 2004)

10 slides from Computershare's merger presentation, Oct 21, 2004

  1. Slide 1: The Acquisition of EquiServe

    The Acquisition of EquiServe A Briefing for Shareholders October 2004

  2. Slide 2: Transaction Details

    Transaction Details > Total value of US$292 million(based on share price and FX on basic terms date) > US$216 in cash plus > 29.6 million shares (slightly less than 5% of post transaction issued share capital) >» Cash element to be funded by debt > Gearing net debt to equity ratio approximately 45%

  3. Slide 3: Company profile

    Company profile > One of America’s largest transfer agents (share registrars) > Almost 19 million shareholder accounts > Close to 1300 clients > Over half of companies comprising Dow Jones Industrial Average > 1 million Employees in Share Plan business

  4. Slide 4: Financial Impact

    Financial Impact >» Expected to be EPS accretive in FY05 >» Targeted synergies estimated to deliver over US$55 million to EBITDA by Year 3 » EquiServe expects to close calendar year 2004 with $US300 million in revenue

  5. Slide 5: Funding Strategy

    Funding Strategy >» DST Systems, Inc to take equity > Debt funding > Initial short-term commitment > Arranging longer term solution > Likely to be US$ funded long-term debt

  6. Slide 6: Strategic Impact

    Strategic Impact > CPU will become a major player in US in both Share Registry and Plans >» Enhanced annuity revenue stream > Great opportunities to up-sell and cross-sell > Significant benefit for Document Services > Unique global presence to deliver benefit to US companies > Further strengthens Co

  7. Slide 7: Strategic Impact (continued)

    Strategic Impact (continued) > Now a major player in ADR processing market > Significant opportunities to win registry business of ADR issuers in their home market and deliver a consolidated global view of their shareholder base using CPU’s “PORTIS” technology > We can leverage off a common database

  8. Slide 8: Post EquiServe Revenue Synergies

    Post EquiServe Revenue Synergies » Cross-sell and up-sell Computershare products and services, including: > Proxy Solicitation > Document Services > Analytics >» ADR processing > Shareholder/Employee Communication

  9. Slide 9: Post EquiServe Cost Synergies

    Post EquiServe Cost Synergies > Information Technology (from 4 independent systems to 1) > Occupancy » Business Integration >» Administration > Marketing and Sales

  10. Slide 10: Integration

    Integration > Measured approach through detailed planning that has; » An established integration team > Identified key milestones and timescales > Agreed priorities > Integration team led by Penny Maclagan — Director and the Group’s Chief Information Officer >» Weare able to call on a wide range of

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