Smiths Group PLC · LSE:SMIN

Smiths — Merger or Acquisition (August 2021)

9 slides from Smiths's merger presentation, Aug 3, 2021

  1. Slide 1: Proposed Sale of Smiths Medical

    www.smiths.com PROPOSED SALE OF SMITHS MEDICAL 3 AUGUST 2021

  2. Slide 2: Paul Keel, Chief Executive

    Paul Keel > Chief Executive 2 SMITHS GROUP PLC | PROPOSED SALE OF SMITHS MEDICAL

  3. Slide 3: Summary | Proposed sale of Smiths Medical to TA Associates

    Summary | Proposed sale of Smiths Medical to TA Associates > Immediate value and upside potential - enterprise value of $2.3bn1 plus $0.2bn ‘earnout’ > Expected initial net cash proceeds of $1.8bn > Smiths to receive 30% stake in Smiths Medical, representing a $0.2bn reinvestment Use of proceeds bal

  4. Slide 4: Transaction value and future upside

    Transaction value and future upside > Immediate value > Upside potential  EV $2.3bn1  $0.2bn ‘earnout’  Net cash proceeds of $1.8bn after  Retained 30% stake reinvestment and completion adjustments  Smiths to share in the upside from recent investments in  Highest value of the multiple offers

  5. Slide 5: Timeline and Use of Proceeds

    Timeline and Use of Proceeds > Approval timeline > Use of proceeds  Transaction conditional on Smiths  Expected initial net cash shareholder approval and certain proceeds of $1.8bn regulatory clearances  Use of proceeds balanced  Shareholder circular to be between investment in growth distribute

  6. Slide 6: A leading industrial technology company

    A leading industrial technology company > Simplifies and positions Smiths for focused growth in its core business > Smiths FY21 performance in line with our expectations > No change to progressive dividend policy expected > Update on strategy at capital markets day in November 2021 MAKING THE WORLD

  7. Slide 7: Questions & Answers

    www.smiths.com QUESTIONS & ANSWERS

  8. Slide 8: Disclaimer

    DISCLAIMER This presentation (the “Presentation”) contains statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. They appear in a number of places throughout this Presentation. They include statements regarding the intentions, beliefs and/or curr

  9. Slide 9: Important Notices

    IMPORTANT NOTICES Enterprise Value Throughout the presentation, the enterprise value of Smiths Medical is stated on a debt free, cash free basis and before taking into account: (i) Smiths Group’s reinvestment in Smiths Medical pursuant to the transaction; (ii) any adjustments required under the term

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