Hexcel Corporation · NYSE:HXL
Hexcel — Merger or Acquisition (January 2020)
18 slides from Hexcel's merger presentation, Jan 13, 2020
Slide 1: Merger of Equals to Create Premier Integrated Systems Provider
January 12, 2020 Merger of Equals to Create Premier Integrated Systems Provider Propelling the Future of Flight and Energy Efficiency Exhibit 99.2
Slide 2: Forward-Looking Statements
Forward-Looking Statements Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigatio
Slide 3: Today's Presenters
Today’s Presenters Nick Stanage Hexcel Corporation Chairman, CEO and President Tom Gendron Woodward, Inc. Chairman, CEO and President
Slide 4: Transformative Merger of Equals
Transformative Merger of Equals Global Leader in Control Solutions for Aerospace, Defense and Industrial Unites global industry leaders in advanced materials and control systems to create a premier integrated systems provider focusing on technology-rich innovations that deliver smarter, cleaner, and
Slide 5: Transaction Structure
Transaction Structure All-stock merger of equals Hexcel shareholders will receive 0.625 shares in Woodward Hexcel for each share of Hexcel Woodward shareholders will own ~55% and Hexcel shareholders will own ~45% of combined company Leadership and Governance Executive Chairman: Tom Gendron Chief Exe
Slide 6: Combines Two Industry Leaders
Combines Two Industry Leaders Solving pressing industry issues through technology Similar focus and purpose Common industry sectors Woodward enhances global quality of life, creating innovative energy control solutions that optimize the performance, efficiency and emissions of our customers’ product
Slide 7: Greater Scale Supports Innovation and Growth
Greater Scale Supports Innovation and Growth Note: Financials represent latest annual filings for respective companies Technology-leading portfolio with significant aerospace positions Premier Independent Aerospace and Defense Supplier (by revenue) OE and Aftermarket Balance Attractive End Markets 2
Slide 8: Complementary Technologies from Nose to Tail
Complementary Technologies from Nose to Tail Nacelle Structure Fuel Systems, Injection & Ignition Landing Gear Doors Radome Fuselage Cockpit Passenger & Cargo Doors Cockpit Controls Wing Leading and Trailing Edges Fuselage Controls and Sensors Belly Fairing Actuation Sensors and Controls Ailerons Ho
Slide 9: Delivers Enhanced Integrated Aerospace Solutions
Creates a leading technology supplier of integrated propulsion control systems Positioned to accelerate composite adoption in and around the engine Sensor and control integration creates new opportunities for growth Delivers Enhanced Integrated Aerospace Solutions Fan Spacers Fan Blades Nose Cone In
Slide 10: Strong Customer Base – Premier Platforms
Strong Customer Base – Premier Platforms 737 MAX EJets E2 A320neo A220 787 A350 777X A330neo F-35 Apache Global 7500 G500/G600 Significant combined content on premier aerospace platforms CH-53
Slide 11: Industrial: Synergistic, Attractive Portfolio
Industrial: Synergistic, Attractive Portfolio Leveraging innovative technology, processes and expertise across industrial and aerospace Ability to leverage innovative technology and expertise across industrial and aerospace Power Gen Transportation Oil & Gas Combined business bringing solutions to k
Slide 12: Accelerates Innovation
Accelerates Innovation Well-positioned to develop technologies to address rapidly evolving industry needs Propulsion and Aerodynamic Efficiency Emissions Reductions Lightweighting Energy Efficiency Combined company to spend ~$250 million on R&D in first full year post-closing to drive innovation GRO
Slide 13: Shared Values and Focus on Excellence
One Hexcel Innovation Accountability Responsibility Operational Excellence Culture and Values Respect Ethics Teamwork Customer Satisfaction Initiative Perfect Safety Perfect Delivery Perfect Quality Zero Injuries Zero Lates Zero Defects Continuous Improvement Integrity Innovation Teamwork Respect fo
Slide 14: Compelling Financial Benefits
Respective 2019 fiscal years. Adjusted EBITDA, including stock-based compensation expense. Pro forma cumulative FCF defined as total of Woodward and Hexcel 2019-2023. In connection with the transaction, Woodward is increasing its quarterly cash dividend to $0.28 a share. Leverage at close, assuming
Slide 15: Clearly Identified and Achievable Cost Synergies
Clearly Identified and Achievable Cost Synergies Cost Synergies More than $125 million of annual cost synergies to be realized by the second full year post closing Elimination of duplicative corporate costs Optimized sourcing strategies and organizations Cost savings from enhanced purchasing power I
Slide 16: Provides Benefits to All Stakeholders
Provides Benefits to All Stakeholders Accelerates innovation through greater scale and combined R&D capabilities Positioned to deliver solutions that improve aerodynamics, energy efficiency, safety and lower-emission technologies Revenue growth at attractive margins Strong balance sheet with signifi
Slide 17: Highly Strategic Combination
Highly Strategic Combination Well positioned to deliver advanced technologies to address critical customer challenges Well-balanced portfolio across customers, end markets, and investment cycles Strong balance sheet, significant free cash flow, disciplined capital allocation strategy Accelerates inn
Slide 18: Integrating today to solve the challenges of tomorrow
Integrating today to solve the challenges of tomorrow