Dye & Durham Ltd. · TSX:DND
Dye & Durham — Merger or Acquisition (December 2021)
15 slides from Dye & Durham's merger presentation, Dec 21, 2021
Slide 1: Dye & Durham Acquires Link Group
DYE & DURHAM ACQUIRES LINK GROUP December 21, 2021 When being certain is everything dyedurham.com dyedurham.com
Slide 2: Disclaimer
DISCLAIMER This presentation has been prepared for informational purposes only. By accepting delivery of this presentation and/or attending the meeting where this presentation is made, you agree: (1) to keep strictly confidential the contents of this presentation and such other information and not t
Slide 3: Call Participants
CALL PARTICIPANTS Matthew Proud Avjit Kamboj CEO, Dye & Durham CFO, Dye & Durham Vivek Bhatia CEO, LINK When being certain is everything Strictly private and confidential for discussion purposes only / 3
Slide 4: Key Highlights
KEY HIGHLIGHTS Further expands Dye & Durham’s global footprint and positions the Company as a clear leader in B2B software and information service solutions Establishes significant financial and operational scale across core geographies in Canada, Australia and the U.K. ‒ Incremental Link Group reve
Slide 5: Link Group Company Snapshot
LINK GROUP COMPANY SNAPSHOT FY21 Revenue Breakdown Key Highlights A$ millions RSS 31% A$1.2 bn A$257 mm ~7000 FY21 Revenue FY21 Operating Employees Corporate 14% Revenue contribution EBITDA Globally Markets from Fund Solutions & Fund Solutions $1,160 BCM which will be 12% divested 85% 10+ Years +600
Slide 6: Dye & Durham Company Snapshot
DYE & DURHAM COMPANY SNAPSHOT Ecosystem Overview Key Highlights C$450 mm 1 C$250 mm 1 1 Q1 FY22 Q1 FY22 C$350 mm Annualized Annualized Adj. FY 2023 Minimum Practice Revenue EBITDA Adj. EBITDA Management Workflow Information +1,500 50% 1 Software Services Employees +50,000 Adj. EBITDA Globally Custom
Slide 7: Go-Forward Business
GO-FORWARD BUSINESS Real Estate and Legal Solutions Retirement and Superannuation Solutions Corporate Markets Other Interests C$450 mm1, 2 C$250 mm1, 2 C$466 mm C$131 mm C$336 mm C$82 mm Q1 FY22 Annualized Q1 FY22 Annualized FY’21 FY’21 FY’21 FY’21 Link has a 43% Revenue Adj. EBITDA Revenue Operatin
Slide 8: Combined Business Will Broaden Its Product Reach Across Its Large Customer Base
COMBINED BUSINESS WILL BROADEN ITS PRODUCT REACH ACROSS ITS LARGE CUSTOMER BASE Practice Management Customer and Product Overlap Legal: Corporate: law firms, all sectors of Link + Dye & Durham in-house counsel the economy Customer Segments Workflow Information Software Services Tools Financial Servi
Slide 9: Pro Forma Company Will Have Majority of Revenue as Recurring
PRO FORMA COMPANY WILL HAVE MAJORITY OF REVENUE AS RECURRING Recurring Revenue 1 of 50% + Key Highlights C$ millions • Link Group has a strong recurring revenue base accounting for over 85% of revenue • Dye & Durham has strong transactional revenue that is highly likely to re-occur Recurring Revenue
Slide 10: Combined Company Expected Synergies
COMBINED COMPANY EXPECTED SYNERGIES FY2023 FY2024+ Public company costs Additional cost C$125M efficiencies Third party service providers (professional fees, recruiting fees, insurance, etc) Total anticipated cost synergies Headcount optimization C$100M C$25M Synergies Incremental Synergies
Slide 11: Pro Forma Adjusted EBITDA Profile
PRO FORMA ADJUSTED EBITDA PROFILE ASSUMES TRANSACTION CLOSING ON JULY 1, 2022 FY2019-24F Annually (1) In C$ millions 808 701 Expect balance sheet to return to normalized target levels within a short timeframe with significant EBITDA ramp-up 278 116 26 37 FY19A FY20A FY21A FY22F FY23F FY24F Source: E
Slide 12: Pro Forma Business Profile
PRO FORMA BUSINESS PROFILE Employees by Geography – Post Divestment 1,3 Global Operational Footprint Australia 3,524 359 3,165 & NZ UK & I 708 2,367 3,075 Canada UK & I India 1,231 1,231 ~8,500 Total Canada 482 482 Employees Other -306 306 India DND Link Revenue by Geography 2,3 In C$ millions Canad
Slide 13: Dye & Durham's "Build to a Billion" Objective
DYE & DURHAM’S “BUILD TO A BILLION” OBJECTIVE $283 mm $1 billion Transaction quickly accelerates Dye & Durham’s progress towards its “Build to a Billion” goal $125 mm $242 mm Link adds new business verticals with significant synergy potential that is expected to drive further EBITDA $350 mm Future f
Slide 14: Pro Forma Scale vs. TSX Listed Technology Companies
PRO FORMA SCALE VS. TSX LISTED TECHNOLOGY COMPANIES FY 2023 EBITDA vs. TSX Technology Peers1,2 In C$ millions $3,410 $2,668 + $1,708 $1,509 $701 $697 $341 $306 $187 $153 $141 $121 $103 $64 (3) Financial Metrics FY2023 Revenue $8,676 $9,119 $4,406 $10,356 $1,473 $1,559 $1,768 $689 $538 $773 $1,408 $1
Slide 15: Key Transaction Terms
KEY TRANSACTION TERMS • Purchase price of A$5.50 per Link Group share, payable in cash Consideration • Represents a 15% premium to the closing price of Link Group on December 21, 2021 • Implies a total enterprise value of A$3.5 billion • Link Group revenue of A$1.2 billion and EBITDA of A$257 millio