Angiodynamics, Inc. · NASDAQ:ANGO
Angiodynamics — Merger or Acquisition (February 2012)
20 slides from Angiodynamics's merger presentation, Feb 7, 2012
Slide 1: Schedule 14A Proxy Statement Information
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than
Slide 2: Acquisition of Navilyst Medical
Filed by AngioDynamics, Inc. Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Acquisition of Navilyst Medical Supplemental Information| February 7, 2012
Slide 3: Forward-Looking Statements
Forward-Looking Statements Notice Regarding Forward-Looking Statements This presentation includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Investors can identify these statements by the fa
Slide 4: AngioDynamics & Navilyst Medical: Improved Financial Performance
AngioDynamics & Navilyst Medical Creating a World-Class Platform for Growth Improved Financial Performance 3
Slide 5: The Acquisition of Navilyst Medical
The Acquisition of Navilyst Medical A Compelling Deal Expected to Drive Significant Shareholder Value • The Navilyst purchase price of $372mm is meaningfully reduced by the value of the identified cost savings and the acquired tax assets - The Economic Value(1) paid for Navilyst is estimated to be $
Slide 6: Driving Long-Term Shareholder Value…
Driving Long-Term Shareholder Value… Analyzing the Value Drivers Value of Identified Cost Savings(1) $75 - $90mm Purchase Economic Value Price $372mm LESS AND = Paid for Navilyst $202 - $217mm Value of Excludes potential for revenue Tax Assets(2) synergies and additional $80mm longer-term cost savin
Slide 7: Navilyst Historical Performance
Navilyst Historical Performance Navilyst Historical Net Sales ($mm) Key Performance Drivers • Strong PICC sales growth (+10% in CY11E) driven by robust demand for PASV technology and Xcela®/Vaxcel® product lines • Fluid Management sales in CY10 and CY11 negatively impacted by Oracle implementation •
Slide 8: Navilyst Standalone Sales Forecast
Navilyst Standalone Sales Forecast Navilyst Projected Net Sales ($mm) Key Performance Drivers • Fluid Management business expected to be stable in FY13 and return to modest 3rd Party $149 growth in FY14, led by increased Supply Agreement $12 international penetration $137 • PICCs expected to continu
Slide 9: Navilyst Standalone EBITDA Forecast
Navilyst Standalone EBITDA Forecast Navilyst Projected Adjusted EBITDA(1) Key Performance Drivers ($mm) $26 • Continued sales growth in the Vascular Access and International divisions, and the return to growth of the Fluid Management business, will drive Navilyst increases in EBITDA Adjusted EBITDA
Slide 10: Overview of Net Cost Savings
Overview of Net Cost Savings A Preliminary View of Achievable Cost Savings Expected Net Cost Savings(1) ($mm) $12.5 Fully-implemented net cost Other COGS savings of $12.5mm(2) R&D $327mm represent only 4% of the pro (2) forma cost base $12.5mm Pro G&A Cost Cost Forma Base Savings S&M Fully FY13E Imp
Slide 11: Overview of Net Cost Savings (cont'd)
Overview of Net Cost Savings (cont’d) Potential for Additional Cost Savings Reductions in waste and product recalls; Working capital optimization; Operational Excellence Improved capacity utilization and leaner operations Strategic Sourcing Supplier bundling, purchase volume discounts, inventory man
Slide 12: Revenue Synergies
Revenue Synergies Optimizing Our U.S. Go-to-Market Strategies Commercial Focus and Scale Offer Compelling Opportunities for (1) Growth 11 BioFlo® is currently pending FDA approval.
Slide 13: Significant Acquired Tax Assets
Significant Acquired Tax Assets Increased Free Cash Flow Generates Real Shareholder Value Amortization of Acquired Tax Basis (1) Net Operating Losses (1) • ~$380mm in asset basis expected to generate • ~$90mm federal NOLs subject to a usage $25mm of annual tax-deductible amortization limitation • $9
Slide 14: Driving Long-Term Shareholder Value…
Driving Long-Term Shareholder Value… Analyzing the Value Drivers Value of Identified Cost Savings(1) $75 - $90mm Purchase Economic Value Price $372mm LESS AND = Paid for Navilyst $202 - $217mm Value of Excludes potential for revenue Tax Assets(2) synergies and additional $80mm longer-term cost savin
Slide 15: Overview of Transaction Multiples
Overview of Transaction Multiples In-line with Precedent Transactions and Peer Trading Valuations Summary Transaction Statistics Comparable Valuation Overview Transaction Comparables Unsynergized Deal Multiple (1) (2) (3) Trading Comparables Synergized Deal Multiple AngioDynamics (1) Adjusted EBITDA
Slide 16: Significant Integration Planning Underway
Significant Integration Planning Underway Increasing Shareholder Value After the Acquisition • Integration planning is our top priority and is well underway - Retained outside experts to assist in the process - Established an Integration Management Office - Creating an Operational Excellence group t
Slide 17: Pro Forma FY13 Guidance
Pro Forma FY13 Guidance Reviewing the Components of Pro Forma Adjusted EBITDA (2) • $6mm of net cost savings in FY13 (1) FY13E Adjusted • $12.5mm of fully-implemented cost savings by EBITDA Estimated Cost Savings (2) Cost Savings FY15 (1) Medical Device Tax • Excludes potential cost savings associat
Slide 18: Optimized Capital Structure and Cash Flow
Optimized Capital Structure and Cash Flow Impact on the Balance Sheet Total Debt / EBITDA Overview of Financing • ~$150mm of committed financing with coupon of LIBOR +250 bps • ~$100mm of balance sheet cash used as consideration • Optimizes capital structure on pro forma basis; lowering cost of capi
Slide 19: Summary Estimated Financial Impact
Summary Estimated Financial Impact Driving Shareholder Value in the Near- and Long-term ~$360mm Net Sales in FY13 Net Sales Annual net sales growth in the mid-to-high single digits from FY13 to FY16 ~$60mm Pro Forma Adjusted EBITDA* in FY13 ~$70mm Run-rate Adjusted EBITDA** EBITDA Expands EBITDA mar
Slide 20: Additional Information
Additional Information AngioDynamics intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement regarding the issuance of the AngioDynamics common stock in connection with the proposed transaction. The proxy statement will be mailed to AngioDynamics’ stockholders. INVE
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