Oshkosh Corporation (holding Company) · NYSE:OSK
Oshkosh Corporation (holding Company) — Oshkosh Truck — Merger or Acquisition (October 2006)
28 slides from Oshkosh Corporation (holding Company)'s merger presentation, Oct 16, 2006
Slide 1: Oshkosh Truck Corporation Acquisition of JLG Industries, Inc.
DRIVING FORCE Oshkosh Truck Corporation Acquisition of JLG Industries, Inc. Investor Presentation October 16, 2006
Slide 2: Forward Looking Statements
Forward Looking Statements Our remarks that follow, including answers to your questions and these slides, include statements that we believe are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. All of our statements, other than statements of historical
Slide 3: Today's Speakers
Today’s Speakers Bob Bohn, Oshkosh Truck Chairman, President and Chief Executive Officer Bill Lasky, JLG Industries Chairman, President and Chief Executive Officer Charlie Szews, Oshkosh Truck Executive Vice President and Chief Financial Officer
Slide 4: Oshkosh's Next Phase of Transformation
Oshkosh’s Next Phase of Transformation Outstanding track record of shareholder value creation and acquisition integration Agreement to acquire JLG, the world leader in aerial work platforms and telehandlers Acquisition objectives: Support growth rate of >15% Diversify to complement fast-growing defe
Slide 5: Oshkosh Truck Overview
Oshkosh Truck Overview
Slide 6: Oshkosh Truck Profile
Oshkosh Truck Profile $3.4 billion annual sales (1) 17% international 9,400 employees Global manufacturing footprint Nearly 6 million sq. ft. 11 states 7 countries Named one of “Best Managed Companies” by Forbes multiple times Proven, strategic acquirer 14 acquisitions in 10 years (1) Estimated fisc
Slide 7: Proven Acquirer & Integrator
Proven Acquirer & Integrator 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 - 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Sales ($ Millions) - 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 Leverage Ratio (Debt/EBITDA) Sales Leverage
Slide 8: Superior Growth Record
Superior Growth Record CAGR exceeding 20% for sales and 30% for operating income since 1997 Strong sales and earnings growth through the most recent recession Solid contributions from both existing and acquired businesses Positive outlook for 2007 and beyond Sales Growth Operating Income Growth 0 50
Slide 9: Growth Fueled by Core Growth Strategies
Growth Fueled by Core Growth Strategies Lead in new product development Seek operational excellence through Lean Pursue strategic, complementary acquisitions
Slide 10: Current Business Mix
Current Business Mix Broad mix of federal, municipal and commercial customers Iraq conflict has driven dramatic growth in defense business Opportunity for addition of late cycle business to provide additional earnings balance Sales (1) Operating Income (1) (1) Company estimates for fiscal 2006 as of
Slide 11: JLG: Structurally Sound, Attractive Business
JLG: Structurally Sound, Attractive Business Leading market shares in scale-intensive products Highly regarded by distributors and end users Nationwide presence in availability-centric business Strong growth prospects $ Based Market Positions (1) North America Europe Aerial work platforms #1 #1 Tele
Slide 12: JLG Overview
JLG Overview Boom Lifts Scissor Lifts Telehandlers
Slide 13: JLG History – Years of Excellence
JLG History – 37 Years of Excellence 1 st boom lift produced 1 st scissor lift produced 1st vertical mast lift produced Acquired Gradall 1st all- wheel-steer telehandler 1st European design telehandler Acquired SkyTrak & Lull brands; Military-design telehandlers Established AFS Acquired Delta Manlif
Slide 14: JLG Profile
JLG Profile World’s #1 manufacturer of aerial work platforms (AWPs) and telehandlers (1) Manufactured the industry’s first AWP 37 years ago 4,000+ employees in nearly 40 locations (1) Company estimates based on sales dollars (2) Includes gain from sale of Gradall excavator product line of $15 millio
Slide 15: Market Leadership
Market Leadership Primary Competitors JLG Haulotte Terex #1 Europe Gehl Terex #1 North America Telehandlers Manitou JCB Europe – New Entrant Terex Skyjack (Linamar) #1 North America Aerial Work Platforms Sources: Company Estimates Terex Merlo
Slide 16: The Transformation Continues
The Transformation Continues
Slide 17: Strategic Rationale
Strategic Rationale
Slide 18: Oshkosh's Continuing Transformation
Oshkosh’s Continuing Transformation Current Oshkosh New Oshkosh Sales (1) Operating Income (1) Sales (2) Operating Income (2) (1) Company estimates for fiscal 2006 as of October 16, 2006 (2) Fiscal 2008 Company targeted business mix Defense 38% Commercial 34% Fire & Emergency 28% Defense 30% Commerc
Slide 19: Significant Product Commonality
Significant Product Commonality Specialty vehicle manufacturer Extends aerial access portfolio/technology Staying Close to Home
Slide 20: Strong Growth Opportunities
Strong Growth Opportunities Favorable non-residential construction spending outlook Execute margin expansion opportunities CAT alliance creates international opportunities Leverage combined operations Expand new product development
Slide 21: Expect Transaction to Deliver Superior Returns
Expect Transaction to Deliver Superior Returns Expect fiscal 2007 to be modestly accretive Estimate $75 million of net pre-tax synergies within 3 years Follow-on margin enhancement plan Lean initiatives
Slide 22: Significant Synergies Expected
Significant Synergies Expected $4 billion+ combined spend $1 billion+ in raw material & fabrications Drivetrain components commonality Low-cost country opportunities Consolidate corporate functions Longer-term synergies not estimated
Slide 23: Strong Expected Earnings Drive Compelling Cash Flow Generation
Strong Expected Earnings Drive Compelling Cash Flow Generation Expect improved returns from de-leveraging Expect continuation of acquisition strategy in ~2 years (1) Company estimates of total debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) as of period ends indicat
Slide 24: Summary of Transaction Terms
Purchase Price: $28.00 All cash Total value: $3.2 billion Sources of Funding: $3.0 billion senior secured term loans $500 million revolving credit facility Key Transaction Terms: Customary closing conditions including HSR JLG shareholder approval required No financing condition Expected Closing: Dec
Slide 25: Integration
Integration Joint Oshkosh-JLG approach Focused on high-synergy areas Dedicated integration teams Structured process with milestones Cross functional Participants from both OSK & JLG Supplemented by consultants to accelerate benefits
Slide 26: Oshkosh Truck and JLG
Oshkosh Truck and JLG A formidable specialty vehicle growth company providing: Diversification Exceptional growth opportunities and solid financial returns Scale Significant cash flow generation Driven by an acquirer with a proven track record 14 acquisitions in the last 10 years All accretive in th
Slide 27: Questions & Answers
Questions & Answers
Slide 28: Additional Information and Where to Find It
Additional Information and Where to Find It This investor presentation may be deemed to be solicitation material in respect of the proposed acquisition of JLG Industries by Oshkosh Truck. In connection with the proposed acquisition, JLG Industries plans to file a proxy statement with the SEC. INVEST