Illinois Tool Works Inc. · NYSE:ITW
Illinois Tool Works — Merger or Acquisition (May 2008)
17 slides from Illinois Tool Works's merger presentation, May 12, 2008
Slide 1: Acquisition of Enodis plc
Acquisition of Enodis plc May 8, 2008 Illinois Tool Works Inc.
Slide 2: Company Participants
Company Participants David Speer, Chairman & Chief Executive Officer Ron Kropp, Chief Financial Officer John Brooklier, Vice President, Investor Relations
Slide 3: Forward-looking statements
This presentation includes "forward-looking statements" intended to qualify for the safe harbor from liability under the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of ITW and are subject to uncertainty and changes in cir
Slide 4: Not an offer to sell or invitation to purchase securities
This presentation does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer for or to buy any securities, pursuant to the proposed acquisition described herein or otherwise. Full details of the acquisition, which will be implemented by means of
Slide 5: Transaction Overview
Transaction Overview Purchase Price & Consideration $2.3 billion transaction value including FYE 9/29/07 net debt 280p cash per Enodis share, with an additional 2 pence interim dividend 98% premium to the last Business Day prior to the commencement of the offer period1 56% premium to the average clo
Slide 6: Enodis: A Highly Attractive Investment Case
Enodis: A Highly Attractive Investment Case Global Leader in Food Equipment Industry Leading global food service equipment player Strong presence in North American food service equipment sector Attractive Industry Growth Growth driven by attractive long-term world wide trends in the fast food area H
Slide 7: Enodis is a Premier Global Food Service Equipment Provider
Enodis is a Premier Global Food Service Equipment Provider Company Overview 2007 Sales Breakdown (£804 million total) By segment By geography Source: Enodis Annual Report 2007 Headquartered in London and founded in 1910 Operating segments in North America and Europe / Asia: Commercial Food Service E
Slide 8: Business Segment Overview
Walk-in cold storage and refrigeration display cases to supermarkets in North America Business Segment Overview Enodis offers strong product and brand portfolio around the world Cooking equipment Fryers, combi-ovens, conveyor ovens, ranges, storage, preparation and holding Ice and dispensing equipme
Slide 9: Unique Breadth of Portfolio and Customer Relationships
Unique Breadth of Portfolio and Customer Relationships Comprehensive product range Key Products Key Customers Key customers are leading global food & retail brands Electric Convection Oven FASTBake Impingers Versa Drawer Gas Fryer Fusion Toaster Mini Combi Holding Cabinet Prodigy Ice Machine
Slide 10: Strong Growth and Profitability Improvement
Strong Growth and Profitability Improvement Strong sales growth of CAGR 10% in the last five years Enodis Sales (US$mm)1 Enodis Outlook Notes: Source: Enodis Annual Reports; Converted at historical average exchange rates from the Enodis Annual Report 2007 Before amortization of acquisition intangibl
Slide 11: ITW Food Equipment Segment Overview
Segment Overview 2007 Sales Breakdown ($1.9 billion total) By end users By geography Illinois Tool Works - Food Equipment Overview Designer and manufacturer of commercial food equipment for food institutional / restaurant, food retail and related service 52 businesses in 23 countries, representing $
Slide 12: Diverse Portfolio with Blue-Chip Customer Relationships
Diverse Portfolio with Blue-Chip Customer Relationships Key Products Key Customers Front Loading Glasswasher Retail Scales Slicer Even-Thaw Refrigerators Mixer Dishwashing Machine Institutional Restaurant (Full Menu) Retail
Slide 13: Proven Track Record of Successful Integration and Growth
80 / 20 1 Proven Track Record of Successful Integration and Growth Since Inception Segment Operating Profit Margin History Since ITW acquired Premark in November 1999, the Company has significantly improved its Food Equipment segment's profitability and efficiency Segment margins have nearly doubled
Slide 14: The Combined Illinois Tool Works and Enodis
The Combined Illinois Tool Works and Enodis Adds new product categories not presently part of current ITW Food Equipment portfolio: Ice machines Beverage dispensing Advanced frying systems and accelerated cooking technology platforms Cold rooms and refrigerated display cases Expands ITW Food Equipme
Slide 15: Highly Complementary Food Service Product Lines
Highly Complementary Food Service Product Lines in Both Food Service and Food Retail Enodis ITW Warming & Cooking Ice & Beverage Dispense Preserve / Store Stage / Prep / Hold Merchandise / Display Retail Scales / Meat Wrapping Cleaning / Ventilation NA NA NA
Slide 16: Pro Forma Impact
Pro Forma Impact Expected to be accretive to EPS (fully diluted) in first full year of combined operations, excluding non- recurring acquisition accounting expenses Expected to maintain strong investment grade credit rating Pro Forma December 2007 total debt to capitalization expected in the mid-30'
Slide 17: Q&A
O&A TW
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