Slide 1: A Strategic Merger Delivering Compelling Value to Stockholders
Pier Francesco Guarguaglini Alessandro Pansa Mark S. Newman A S TRATEGIC M ERGER D ELIVERING C OMPELLING V ALUE TO S TOCKHOLDERS Chairman of the Board and Chief Executive Officer Finmeccanica SpA Chief Financial Officer and Co-General Manager Finmeccanica SpA Chairman of the Board, President and Chi
Slide 2: Agenda
• Transaction Highlights • Strategic Rationale • Introduction to Finmeccanica • Opportunities for International Expansion • Transaction Process • A Win/Win Combination AGENDA
Slide 3: Safe Harbor
SAFE HARBOR SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This presentation contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that a
Slide 4: Transaction Highlights
$81.00 per DRS share 100% cash $5.2 billion total consideration Includes: $1.2 billion in DRS net debt, following conversion of $345 million in convertible notes $90 million plus expenses 4Q 2008 TRANSACTION HIGHLIGHTS Finmeccanica’s Offer Consideration Enterprise Value · Break-up Fees Expected Clos
Slide 5: Transaction Highlights
· Finmeccanica’s offer a compelling price to DRS’s stockholders · Price represents 27% premium to DRS’s closing share price on May 7, 2008 and 32% premium to DRS’s 30- day average stock price · Transaction an excellent fit for both DRS and Finmeccanica · Both boards of directors have unanimously app
Slide 6: Highly Compelling Transaction Between 2 Industry Leaders
• Strategic fit for 2 companies with proven track records in U.S. and international defense markets • Finmeccanica 9th largest defense contractor • DRS 21st largest defense contractor • Combination creates a top-tier global defense competitor with $24 billion in revenues HIGHLY COMPELLING TRANSACTIO
Slide 7: Transformational Transaction for DRS
• Dramatically accelerates DRS’ vision of becoming a top- tier defense contractor that competes as a prime for large defense contracts • Finmeccanica’s resources will give DRS the ability to bid for significant prime defense contracts • Finmeccanica’s global presence also will allow DRS increased ac
Slide 8: Introduction to Finmeccanica
Public holding group of diverse aerospace, defense and security businesses Headquartered in Rome, with major facilities in the U.S., U.K. and around the globe Trades on Milan Stock Exchange under the symbol FNC Over 60,000 employees worldwide Over 2,000 employees in 32 U.S. facilities Ranked 9th lar
Slide 9: High Impact Transaction for Finmeccanica
• Finmeccanica immediately gains strong foothold in U.S. defense market with acquisition of leading U.S. defense contractor • Strong opportunities to leverage DRS’s core competencies in international markets • Complementary units will create opportunities for expanded roles in the international defe
Slide 10: Opportunities for International Expansion
Kuwait Border Defense U.S. & Canada National Defense & Homeland Security South America National Defense Africa Communications Networks/Infrastructure South Korea Border Defense Japan National & Border Defense U.K. Ground vehicle & naval equipment India National & Border Defense Eastern Europe Nation
Slide 11: Transaction Process
Subject to approval by DRS stockholders, regulatory approvals and other closing conditions CFIUS and DSS reviews Committed financing provided to Finmeccanica by 4 major financial institutions Expecting 4Q 2008 closing TRANSACTION PROCESS • • • •
Slide 12: Financing
• Transaction to be initially funded through €3.2 billion Bridge Bank Financing and cash on hand • Capital increase transaction to be carried out in proximity of merger closing or earlier, at terms to be defined • 42 million share non-rights offering already approved by General Shareholder Meeting •
Slide 13: A Win/Win Combination
Accelerates DRS’ vision of becoming a top- tier defense contractor that can compete as a prime for large contracts Firmly establishes Finmeccanica’s position as a leading contractor in U.S. defense market A WIN/WIN COMBINATION • ·
Slide 14: Questions
Q UESTIONS
Slide 15: Additional Information
ADDITIONAL INFORMATION ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT: DRS Technologies intends to file with the U.S. Securities and Exchange Commission a proxy statement to stockholders of DRS Technologies and other relevant documents in connection with the proposed transaction. INVES