Duratek Inc · TPEX:8098
Duratek — Merger or Acquisition (May 2006)
21 slides from Duratek's merger presentation, May 5, 2006
Slide 1: The Right Choice at the Right Time
The Right Choice at the Right Time a €3 Duratek
Slide 2: The Right Choice at the Right Time
Duratek The Right Choice at the Right Time The EnergySolutions transaction is the right choice, offering superior value for Duratek stockholders Transaction Premium and Fairness = The transaction multiples are attractive = Deliberative process and prudent execution by an independent Board of excepti
Slide 3: Transaction Premium and Fairness
Transaction Premium and Fairness
Slide 4: The Transaction
@ Duratek The Transaction Acquisition of Duratek by privately-held EnergySolutions, owned by ‘an investor group led by Lindsay Goldberg & Bessemer The Consideration = Duratek stockholders to receive $22.00 in cash for each share of common stock > Premium of 29.9% to 30 day and 36.7% to 90 day pre-an
Slide 5: Attractive Transaction Multiples
@ Duratek Attractive Transaction Multiples Valuation Multiple 2005A EV/Revenue 1.41x EV/EBITDA 8.7 EV/EBIT iy Price/Earnings“) 18.7 Note: EV = Enterprise Value Note:_See appendix for definition of EBIT and EBITDA and reconciliation to the GAAP financial measures (2). Equity Value as a multiple of Ne
Slide 6: Flat Revenue
Flat Revenue Actual Revenue 2002 - 2005; Base Case Revenue 2006 $400 300 200 100 20024 20034 20044 2005 2008E n 2005, Fernald and Big Rock accounted for $21 M in revenue; both pr jects end in 2006.
Slide 7: Attractive Valuation in Relation to Peers
S Duratek Attractive Valuation in Relation to Peers 2005E EBITDA Multiples Divided by 2005A—2007E EBITDA CAGR DR” ORTK OORT (VEC. urs” Wor FR ECOL cL Fis Bae | Base Adhsted Case Case Agno AL at 0) $2200 Market ‘Source: Peer group companies a identified in the Gear Steam & Co. fares cpinicn aed suppo
Slide 8: Independent Board with Deep Industry Experience
@ Duratek Independent Board with Deep Industry Experience Focused on Maximizing Stockholder Value Board Member Background Independent Bruce DeMars, Chairman Retired Admiral and Head of Naval Nucleer Propulsion Program; director of Exelon and McDermott International ” Michael Bayer Consultant; Vice C
Slide 9: Transaction Is the Right Choice for Stockholders
Transaction Is the Right Choice for Stockholders
Slide 10: Transaction Is the Right Choice
S Duratek Transaction Is the Right Choice Certain Value NOW with Transaction = The offer from Energy So/utions is highly attractive ®™ Transaction provides certain value ™ Closing expected in June 2006 VERSUS Uncertain Value from Standalone Operations ® Challenges to maintaining and growing revenues
Slide 11: Uncertain Value
@ Duratek Uncertain Value Shorten commercial bullets Challenges in Federal Services businesses have intensified: Fernald contract ends in 2006 No significant new projects to offset Fernald have been awarded Major DOE procurements continue to experience delays Small business contractors are increasin
Slide 12: Uncertain Value (continued)
@ Duratek Uncertain Value (continued) Duratek’s efforts to diversify abroad and into other nuclear service areas is untested ®™ Duratek has limited experience winning and performing on projects in its new service offerings ™ Overseas awards are competitive and marked by uncertain procurement process
Slide 13: Certain Value
@ Duratek Certain Value Transaction provides certain value with minimal risk All financing is committed HSR waiting period is over and all regulatory approvals required for closing the merger have been obtained Transaction can close promptly after stockholder vote in June 2006 Duratek has received N
Slide 14: Certain Value (continued)
@ Duratek Certain Value (continued) The EnergySolutions offer is highly attractive ® $22.00 merger price represents a 25.7% premium to $17.50 trading price on date preceding merger announcement and 36.7% premium over 90-day average trading price of $16.09 >» Higher market prices in winter 2004/2005
Slide 15: Certain Value (continued)
@ Duratek Certain Value (continued) EnergySolutions is a unique buyer, paying a strategic premium Energy So/utions has a strong strategic interest in Duratek Energy So/utions is in a strong financial position EnergySolutions has a willingness and ability to fully value the Company An open process of
Slide 16: A Vote FOR the EnergySolutions Transaction
@ Duratek A Vote FOR the Energy So/utions Transaction is a vote FOR Certain Value A Vote AGAINST the Energy So/utions Transaction is a vote for an Uncertain Future with Significant Downside Risk VOTE FOR THE TRANSACTION AND FOR $22.00 PER SHARE IN JUNE 2006 15
Slide 17: Appendix: Glossary of financial measures
@ Duratek Appendix: Glossary of financial measures used in this presentation: > Enterprise Value (EV) ~total purchase price for Duratek under Energyy Solutions merger agreement plus assumed debt EBIT — our net income, computed in accordance with GAAP, adjusted to include the pretax equivalent of joi
Slide 18: Appendix: EBIT and EBITDA reconciliation
Duratek Appendix: = The following table reconciles the non-GAAP financial measures of EBIT and EBITDA to corresponding GAAP financial measures and enterprise value calculations, as required by SEC Rules: EBIT and EBITDA (§ millions) 2005 A Income from Operations $35.4 Joint Venture Income 02 Taxes o
Slide 19: Important Additional Information and Where to Find It
@ Duratek Important Additional Information and Where to Find It Duratek has filed with the Securities and Exchange Commission a definitive proxy statement and other documents regarding the proposed business combination referred to in the foregoing information, Investors are urged to read the proxy s
Slide 20: Safe Harbor
@ Duratek Safe Harbor This investor presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, These forward-looking statements include, but are not limited to, statements related to Duratek’s expected timeframe for the completion of the ac
Slide 21: Searchable text section of graphics shown above
Searchable text section of graphics shown above The Right Choice at the Right Time May 2006 [LOGO] [LOGO] The Right Choice at the Right Time The EnergySolutions transaction is the right choice, offering superior value for Duratek stockholders Transaction Premium and Fairness • The transaction multip