Trimble Inc. · NASDAQ:TRMB
Trimble — Merger or Acquisition (September 2023)
15 slides from Trimble's merger presentation, Sep 28, 2023
Slide 1: Trimble and AGCO Form Leading Precision Ag Technology Provider
Trimble and AGCO Form Leading Precision Ag Technology Provider INVESTOR PRESENTATION, SEPTEMBER 28, 2023 © 2023 Trimble, Inc - All Rights Reserved
Slide 2: Safe Harbor
Safe Harbor This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursu ant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to, statements re
Slide 3: Trimble and AGCO will form a joint venture to deliver a leading portfolio of agriculture technologies
Trimble and AGCO will form a joint venture to deliver a leading portfolio of agriculture technologies to customers ▪ Our shared vision: to be a global leader in mixed fleet smart farming and autonomy solutions ▪ Combination creates significant value for key stakeholders – For customers: technology t
Slide 4: Combination provides an industry-leading suite of advanced technology solutions for farmers globally
Combination provides an industry-leading suite of advanced technology solutions for farmers globally RADICLE AGRONOMICS Combining a leading STORAGE PLAN / PREP independent precision Water Management ag provider globally with the leading reach Far m er Cor e of AGCO’s channels DeltaForce 10,000+ HARV
Slide 5: Transaction strengthens and de-risks Trimble's Connect & Scale strategy
Transaction strengthens and de-risks Trimble’s Connect & Scale strategy and increases software and recurring revenue mix Simplifies Connect & Scale Enhances Financial Profile De-risks Trimble Ag Strategy and Flexibility Channel Transition ▪ Streamlines portfolio and ▪ Software/services/recurring ▪ P
Slide 6: Transaction overview
Transaction overview ▪ Total value to Trimble from the transaction estimated to be ~$3B(1) o $2B of cash, plus 15% stake in newly formed Joint Venture with AGCO (“JV”), plus other long term Commercial Agreements ▪ Joint Venture: Trimble will contribute its Precision Agriculture business, excluding c
Slide 7: Overview of the JV structure
Overview of the JV structure Sale and Contribution Agreem ent Joint Venture Long Term Agreements Joint Venture Trimble Ag • Exit mechanism with put / call structure in place, which are 15% generally not actionable earlier than Year 5 of the JV Trimble Ow nership Displays Supply Agreement and TTLA St
Slide 8: Transaction expected to deliver ~$3B in value to Trimble
Transaction expected to deliver ~$3B in value to Trimble Sources of Value In Addition to Upfront Cash ~$3B ■ Minority Stake in Ag-Tech Leader: Trimble will have a 15% stake in a leading independent precision ag technology business; JV JCA & Synergies Adjusted EBITDA expected to grow ~2x over 5 years
Slide 9: Pro forma Trimble has higher mix of recurring revenue with significant capital redeployment opportunity
Pro forma Trimble has higher mix of recurring revenue with significant capital redeployment opportunity FY’23 Status Quo(1) FY’23 Pro forma (2) Resources & Utilities Resources & Utilities 20% Buildings & 9% Buildings & Infrastructure Infrastructure Transportation Revenue Mix 42% 48% Transportation 2
Slide 10: Key messages
Key messages Transaction will create a JV dedicated to serving farmers worldwide with mixed fleet smart farming and autonomy solutions Transaction to provide $2B cash payment and expected ~$3B total value to Trimble shareholders, with ongoing participation through JV ownership and commercial agreeme
Slide 11: Q&A
Q&A © 2023 Trimble Inc. - All Rights Reserved - Confidential and Proprietary Information 11
Slide 12: Appendix
Appendix © 2023 Trimble Inc. - All Rights Reserved - Confidential and Proprietary Information
Slide 13: Illustrative pro forma deal impact on Trimble 2023 results
Illustrative pro forma deal impact on Trimble 2023 results Note: For comparative purposes shows Illustrative pro forma impact as if deal was completed on the first fiscal day of 2023. 2023 Pro Forma 2023 2023 Non-GAAP Pro Forma Pro Forma Operating Adjusted Item ($M) Revenue Income EBITDA Future Impa
Slide 14: Illustrative pro forma deal impact on Trimble Resource & Utilities segment 2023 results
Illustrative pro forma deal impact on Trimble Resource & Utilities segment 2023 results Note: For comparative purposes shows Illustrative pro forma impact as if deal was completed on the first fiscal day of 2023. '23E Non-GAAP Item ($M) '23E Revenue(1) Op. Income(1) Description R&U Segment Today ~$7
Slide 15: Use of Non-GAAP financial information
Use of Non-GAAP financial information This presentation includes certain Non-GAAP financial measures. When Trimble provides its expectations for the impact the joint venture will have on Trimble's revenue, Non-GAAP Operating Income, Adjusted EBITDA Margin and Adjusted EBITDA on a forward-looking bas