Johnson Controls International Plc · NYSE:JCI
Johnson Controls International — Merger or Acquisition (January 2016)
24 slides from Johnson Controls International's merger presentation, Jan 25, 2016
Slide 1: Johnson Controls and Tyco: Creating a Global Multi-Industrial Leader
January 25, 2016 Johnson Controls Click to edit Master title style and Tyco Creating a Global Multi-Industrial Leader
Slide 2: No Offer or Solicitation; Additional Information
NO OFFER OR SOLICITATION This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall ther
Slide 3: Johnson Controls Cautionary Statement Regarding Forward-Looking Statements
Johnson Controls Cautionary Statement Regarding Forward-Looking Statements There may be statements in this communication that are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and, therefore, subject to risks and uncertainties,
Slide 4: Tyco Forward-Looking Statements
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction. Many factors could cause actual results to differ materially from these forward-looking statements, including, in addition to f
Slide 5: Financial Advisor Notices
Barclays Capital Inc. is a broker dealer registered with the United States Securities and Exchange Commission and is acting as financial advisor to Johnson Controls and no one else in connection with the proposed transaction. In connection with the proposed transaction, Barclays Capital Inc., its af
Slide 6: Leadership
Leadership Alex Molinaroli George Oliver Johnson Controls Tyco Chairman and Chief Executive Chief Executive Officer Officer 5
Slide 7: Compelling Strategic Rationale
Compelling Strategic Rationale Creates new global leader with $32 billion in revenue (post Adient spin) uniquely positioned to provide the most comprehensive portfolio of building and energy platforms Highly strategic combination creates the leading full-scale building products and services busi
Slide 8: A Highly Complementary Combination
A Highly Complementary Combination Johnson Controls Tyco Global leader in building controls, HVAC Global leader in fire and security equipment, and energy storage technology Industry leading brands and technologies with deep innovation Product offerings and developments pipeline include Inte
Slide 9: Transaction Highlights
Transaction Highlights Johnson Controls and Tyco to combine under the existing Tyco entity and the combined company will be called Johnson Controls plc Name and Relative Ownership Johnson Controls shareholders will own ~56% of the combined company shares (plus receive ~$3.9bn cash consideration
Slide 10: Significant Synergy Opportunity
Significant Synergy Opportunity Run-Rate Synergy Anticipated Synergies Estimate Operating/G&A Cost Synergies: $500M $650M SG&A Procurement Corporate Branch Optimization Operating Synergies Tax Synergies: $150M (Below Operating Line) Efficient global management Global cash movement an
Slide 11: What Each Shareholder Receives
What Each Shareholder Receives Today Transaction Pro Forma 0.9550 1 Tyco Effect reverse combined share stock split company share Cash / 1 combined stock election company 1 Johnson share –or-- Controls $3.9B $34.88 cash / share aggregate share cash (subject to consideration proration) 10
Slide 12: Transaction Represents Culmination of Two Corporate Transformation Journeys
Transaction Represents Culmination of Two Corporate Transformation Journeys Pro Forma for Pro Forma After Merger Adient Separation Automotive centric Focused portfolio multi- industrial Power with auto Power Adient business Spin Fire & HVAC & Security Controls Fire & Streamlined HVAC & Securit
Slide 13: Post Merger and Adient Separation, Shareholders will own Two Focused Companies
Post Merger and Adient Separation, Shareholders will own Two Focused, High-Value Companies Equity Ownership Metrics 56% Johnson ~$32B Revenue Global Industrial Controls ~$4.5B EBITDA Leader shareholders (before synergies) 44% Tyco $650M identified shareholders synergies 56% Johnson Global Lead
Slide 14: Adient Company Overview: Global Leader in Automotive Seating
Adient Company Overview: Global Leader in the Automotive Seating Market $16.5B 22+ Million Seating revenue in seat sets a year 2015 + Non-consolidated JVs China $6.6B Interiors $8.5B Supports all major 278 automakers locations globally in the differentiation of globally their vehicles 13
Slide 15: Substantial Value Creation for Shareholders
Substantial Value Creation for Shareholders Value to Johnson Controls Value to Tyco Shareholders Shareholders Enhances multi-industrial portfolio by Premium of 13% to the 30 day volume strengthening buildings platform weighted average share price exchange ratio ~56% equity ownership in value c
Slide 16: Balanced Pro Forma Revenue Mix Provides Strong Base For Consistent Growth
Balanced Pro Forma Revenue Mix Provides Strong Base For Consistent Growth* Service ~30% Product ~70% Balanced across products and geographies with strong recurring EMEA revenue base 21% Americas Asia 24% 56% *Post Adient spin 15
Slide 17: Leading Brands Across Comprehensive Portfolio of Products and Services
Leading Brands Across Comprehensive Portfolio of Products and Services Building Controls $32 billion global leader Integrated Solutions & Services #1 in Controls, Fire, Security and Power Solutions 16
Slide 18: Uniquely Positioned to Capitalize on Convergence
Uniquely Positioned to Capitalize on Convergence SMARTER PLACES ? Smart Homes Smart Buildings IoT! Smart Cities Smart Operations - Retailers - Hospitals - Stadiums - Etc. Johnson Controls + Tyco Strength Across Converging Ecosystem “Internet of Things” Expanding Existing Markets and Defining
Slide 19: Combination Creates Ability to Deliver on Integrated Vision for Buildings of the Future
Combination Creates Ability to Deliver on Integrated Vision for Buildings of the Future Advantaged Position for Building Automation and Systems Integration 18
Slide 20: Combined Company Able to Leverage IoT and Connectivity
Combined Company Able to Leverage IoT and Connectivity for a “Smarter” Customer Offering Information Technology Energy Storage Analyze data, Optimize energy Uniquely Distributed power, Renewables effort, Enhance asset utilization Positioned For support, New Battery technologies Integrated, Connected
Slide 21: Two World-Class and Complementary Operating Systems
Two World-Class and Complementary Operating Systems Johnson Controls Operating System Tyco Business System Business System Procurement Leader Led Marketing & Sales Manufacturing Engineering Functional Excellence Supply Chain P Most operationally capable P Standardizes & optimizes all processes P Sta
Slide 22: Financial Highlights
Financial Highlights Revenue Accelerated top-line growth given product and service portfolio opportunity Growth plus geographic growth opportunities $650M of synergies contribute to enhanced earnings growth Earnings Operational synergies reach run rate by year three Financing / Committed fin
Slide 23: Fiscal Q1 Earnings Update
Fiscal Q1 Earnings Update Expect adjusted EPS of $0.82 vs. guidance of $0.80 − $0.83 Johnson Controls Johnson Controls will report its Q1 earnings on January 28th Expect EPS before special items of $0.42 vs. guidance of $0.40 Tyco Tyco will report its Q1 earnings on January 29th 22
Slide 24: Compelling Strategic Rationale
Compelling Strategic Rationale Creates new global leader with $32 billion in revenue (post Adient spin) uniquely positioned to provide the most comprehensive portfolio of building and energy platforms Highly strategic combination creates the leading full-scale building products and services busi
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