Teleflex Incorporated · NYSE:TFX
Teleflex — Merger or Acquisition (July 2007)
19 slides from Teleflex's merger presentation, Jul 24, 2007
Slide 1: Teleflex Incorporated Acquisition of Arrow International, Inc.
Teleflex Incorporated Acquisition of Arrow International, Inc. July 23, 2007 Exhibit 99.1
Slide 2: Forward-Looking Statements
Forward-Looking Statements Note: The following slides reflect continuing operations. Further historical information including unaudited proforma segment results that reflect discontinued operations is available at www.teleflex.com. This presentation and our discussion contain forward-looking informa
Slide 3: Jeffrey Black, Chairman of the Board and CEO
Jeffrey Black Chairman of the Board and CEO Teleflex Incorporated
Slide 4: Acquisition of Arrow International Transforms Teleflex
Acquisition of Arrow International Transforms Teleflex business portfolio Establishes global leadership of Teleflex Medical in critical care disposables Enhances R&D capabilities Improves overall corporate margins Delivers broader product portfolio Enables significant cost and revenue synergies Driv
Slide 5: Repositions Portfolio Towards Medical Market
Repositions Portfolio Towards Medical Market Teleflex Standalone Pro Forma Post Acquisition East 0.35 0.45 Teleflex Standalone Pro Forma Post Acquisition East 0.6 0.7 Medical revenue as a % of 2008 Teleflex total Medical operating profit as a % of 2008 Teleflex total
Slide 6: Ernest Waaser, President Teleflex Medical
Ernest Waaser President Teleflex Medical
Slide 7: Teleflex Medical/Arrow International At a Glance
Teleflex Medical/Arrow International At a Glance Major products: Disposable products, surgical instruments/devices, specialty devices/services Disposable catheters, heart- assist devices and related products for critical and cardiac care Employees: 7,400 4,100 International operations: 18 countries
Slide 8: Arrow Products
Arrow Products Central Venous Catheters IV Tubing Peripheral Access Central Venous Access Special Procedures Hemodynamic Monitoring Dialysis Access Specialty Catheters Regional Anesthesia Cardiac Care Intra Aortic Balloon & Pump Super Arrow-Flex(r) PSI Critical Care
Slide 9: Creating a World Leader in Disposable Medical Products
Disposables > 80% of combined revenues Recurring revenues Favorable demographic trends Complementary product lines and clinical specialty areas Focus on less invasive products that shorten recovery time, improve infection control and enhance patient safety Creating a World Leader in Disposable Medic
Slide 10: Combined Critical Care Product Lines
Combined Critical Care Product Lines Teleflex Arrow Central Venous Access Peripherally Inserted (PICC) IV Tubing Arterial Renal Access Hemodialysis Epidural Nerve Block Foley Intermittent External Suprapubic Micro introducers Dilator Sheath Humidification Oxygen Therapy Aerosol Therapy Ligation Sutu
Slide 11: Synergies
Synergies Corporate expense, manufacturing synergies, revenue synergies Leverage global infrastructure/low-cost manufacturing Integrated sourcing Sales channels Teleflex: Track record of delivering synergies Acquisition of Hudson RCI delivered greater than expected synergies Integration plan: Dedica
Slide 12: Kevin Gordon, Chief Financial Officer
Kevin Gordon Chief Financial Officer Teleflex Incorporated
Slide 13: Transaction Summary
Transaction Summary Teleflex Acquisition of Arrow International Merger Consideration $45.50 per share in an agreed transaction Enterprise Value $2.0 Billion Implied Premiums 20% to 1-day prior to close of $37.79 Consideration Financing Expected Closing Conditions 100% cash transaction Fully committe
Slide 14: Compelling Financial Benefits
Compelling Financial Benefits Pro forma non-GAAP earnings contribution in 2008 GAAP earnings accretion in 2009 and beyond $70 - $75 million of estimated annual pretax synergies by 2010 Improved cash flow generation Maintain current Teleflex dividend Maintain Teleflex authorized share repurchase prog
Slide 15: Acquisition Financing
Acquisition Financing Fully committed financing from Bank of America and JP Morgan Permanent financing likely to include combination of bank debt, convertible debt and private placement notes Optimize financing structure based on market conditions Strong cash flow business allows for rapid de- lever
Slide 16: Jeffrey Black, Chairman of the Board and CEO
Jeffrey Black Chairman of the Board and CEO Teleflex Incorporated
Slide 17: Teleflex Incorporated and Arrow International: A Compelling Combination
Teleflex Incorporated and Arrow International A Compelling Combination Global Leadership World-class R&D Profitable businesses Broad product portfolio Significant synergies Similar cultures Seasoned management team Track record of successful acquisition integration
Slide 18: Question and Answer Session
Question and Answer Session
Slide 19: Additional Information
Additional Information In connection with the proposed transaction and its 2007 annual meeting of shareholders, Arrow intends to file a proxy statement with the Securities and Exchange Commission. Arrow shareholders are strongly advised to read the proxy statement and the accompanying proxy card whe