Steris Plc (ireland) · NYSE:STE
Steris Plc (ireland) — Steris — Merger or Acquisition (October 2014)
15 slides from Steris Plc (ireland)'s merger presentation, Oct 14, 2014
Slide 1: STERIS Acquisition of Synergy Health
Exhibit 99.2 STERIS Acquisition of Synergy Health Creating a Global Leader in Infection Prevention and Sterilization October 13, 2014
Slide 2: Forward Looking Statements
Forward Looking Statements NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION No Offer or Solicitation This document is provi
Slide 3: Forward Looking Statements
Forward Looking Statements (f) operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the transaction, (g) the retention of certain key emp
Slide 4: Forward Looking Statements
Forward Looking Statements Those documents, if and when filed, as well as STERIS’S and New STERIS’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov, at STERIS’s website at www.steris-ir.com. Security holders and other interested parties will also
Slide 5: STERIS Overview
STERIS Overview • A global leader in infection prevention, Business Mix decontamination, GI and surgical products by Segment 15% and services Healthcare 12% Isomedix • $1.9 billion in revenue in FY15 Life Sciences 73% • Approximately 8,000 people worldwide • Direct sales and service force of over 2,
Slide 6: Synergy Overview
Synergy Overview • Global leader in outsourced sterilization services for medical device manufacturers, Business Mix hospitals and other industries. by Segment Applied Sterilisation Technologies (AST) Applied Sterilization provider of outsourced sterilization to medical device 41% 34% Technologies (
Slide 7: Transaction Overview
Transaction Overview Transaction Terms Substantial Premium to Transaction Structure Synergy Shareholders • Acquisition of Synergy for $1.9 • 39% premium to last closing • STERIS and Synergy each to billion in cash and New STERIS share price merge into subsidiaries of a UK stock holding company New S
Slide 8: Strategic Rationale
Strategic Rationale Create a global Increase portfolio Increase Accelerate leader in infection diversity geographic growth profile prevention and diversity • Estimated annual pre- sterilization tax cost synergies of $30 million or more, • Allows STERIS to better • Create a more balanced • Combines S
Slide 9: Greater Portfolio Diversity
Greater Portfolio Diversity • More balanced portfolio from which New STERIS could deliver products and services tailored to best serve the evolving needs of global Customers • Differentiated product and service offering • Potential to cross-sell STERIS’s products and services to Synergy’s Customers
Slide 10: Greater Geographic Diversity
Greater Geographic Diversity • Combines STERIS’s strength in North America with Synergy’s strong positions in Europe • Brings together the geographically complementary STERIS’s Isomedix and Synergy’s AST device sterilization businesses to create a leading global supplier to best serve medical device
Slide 11: Accelerated Growth Profile
Accelerated Growth Profile Accelerated growth $30 million or more Compelling financial profile estimated annual pre- benefits and improved tax cost synergies financial flexibility • Leverage STERIS's capabilities and infrastructure • Optimizing global back-office • Expected to be significantly to ma
Slide 12: Logical Extension of STERIS’s Growth Strategy
Logical Extension of STERIS’s Growth Strategy STERIS track record of executing Acquisition of Synergy is value-creating M&A transactions consistent with long-term goals • Strengthen core business (VTS Medical and • Mid- to high-single digit revenue growth Eschmann, Biotest) Market growth • Expand GI
Slide 13: Efficient Capital Allocation
Efficient Capital Allocation Reasonable debt-to-capital levels Disciplined capital allocation with access to additional funds policies • Anticipated debt to EBITDA of ~2.9x (an • Maintain and grow our dividend responsibly increase from 2.2x as of June 30, 2014) relative to our growth • More flexible
Slide 14: New STERIS Corporate Structure
New STERIS Corporate Structure • STERIS and Synergy to each merge into Post-Closing subsidiaries of a new holding company New STERIS Organizational Structure • New STERIS to be incorporated in the UK • STERIS’s operational headquarters will remain in Mentor, Ohio shareholders shareholders • New STER
Slide 15: Next Steps
Next Steps Combination to be Regulatory approvals Next Communications implemented by UK Scheme of Arrangement • New STERIS S-4/Proxy • Subject to STERIS and • STERIS and Synergy’s 2Q15 expected to be filed in Synergy shareholder earnings calls are scheduled November approvals for November 5, 2014 •