Danaher Corporation · NYSE:DHR
Danaher — Merger or Acquisition (December 2005)
25 slides from Danaher's merger presentation, Dec 5, 2005
Slide 1: Larry Barker - Slide Show Presentation
1 Larry Barker Filed by Danaher Corporation Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Visual Networks, Inc. Commission File No.: 000-23699 Slide Show Presentation
Slide 2: Fluke Networks - Network SuperVision
_ Networks. NETWORKSUPERVISION NETWORKSUPERVISION
Slide 3: Fluke Networks is acquiring Visual Networks, Inc.
3 Fluke Networks is acquiring Visual Networks, Inc. • What we will cover this morning • Who is Fluke Networks? • Where will the Visual Networks fit within Fluke Networks? • Who is Fluke Networks’ parent company? • What are the key businesses of Fluke Networks? • Why is Fluke Networks acquiring Visua
Slide 4: Who is Fluke Networks?
4 • Began as an exploratory business unit within Fluke Corporation in 1992 – Fluke Corporation has 50+ years as world-leader of electronic test tools • In 2000, growth and market conditions caused Fluke Networks to become a separate business – Fluke Networks and Fluke Corporation are separate and di
Slide 5: Combining Visual Networks and Fluke Networks
5 Visual Networks Mktg, Eng, Prod, Dev, Mfg, Sales Communication Service Providers • Visual Networks will become one of Fluke Networks’ core businesses, serving the enterprise market Datacom and Enterprise Fluke Networks Businesses and Support Organizations Newly Acquired Visual Networks Combining V
Slide 6: Fluke Networks is part of Danaher Corporation
6 Fluke Networks is part of Danaher Corporation Danaher, a diversified technology leader, designs, manufactures, and markets innovative products and services with strong brand names and significant market positions over 6 strategic platforms Environmental Hand Tools Motion Electronic Test Medical Pr
Slide 7: Danaher Performance
7 Danaher Performance All figures in $m except EPS Excludes the following special credits and charges: - restructuring charges in 2001 and accounting changes and unusual credits in 2002 and 2003 00 01 02 03 04 $552.1 $571.7 $694.8 $823.5 $1,105.1 00 01 02 03 04 $1.11 $1.15 $1.38 $1.64 $2.30 00 01 02
Slide 8: Danaher Shareholder Return
8 Danaher 10 Year Shareholder Return 0 100 200 300 400 500 600 700 800 900 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 Danaher 24.5% CAGR S&P 500 12.0% Dover 14.0% Textron 14.0% Honeywell 9.6% GE 18.0% ITW 16.9% Emerson 11.1% Cooper 10.6% SPX 17.8% Ingersoll-Rand 16.1% Thermo Electron 5.8
Slide 9: Fluke Networks
FLUKE _ Networks. NETWORKSUPERVISION NETWORKSUPERVISION
Slide 10: Fluke Networks: continuously profitable since inception
10 • Continuously profitable company since its inception • Approximately 50% of revenue from outside the U.S. • Over 600 associates worldwide Worldwide Headquarters: Everett, WA Major facilities: Colorado Springs; Austin, TX; Dallas, TX; Buford, GA; Cincinnati, OH; Bridgewater, NJ; Camarillo, CA Sal
Slide 11: Focus on value, quality, and reliability
11 • Focus on value, quality, and reliability • “Firsts” in all categories entered 1995 Digital Cable Tester 1999 Digital Cat 6 Cable Tester 1997 Handheld ATM Analyzer Handheld Network Analyzer 1993 Out of the Box Network Mgmt 1998 1998 Web- Enabled Handheld Analyzer xDSL Installation Tool 1997 Hand
Slide 12: What does Fluke Networks do?
12 What does Fluke Networks do? We deliver…. What is Network SuperVision?
Slide 13: Network SuperVision is our brand promise
13 Network SuperVision is our brand promise • Helping customers gain unique vision into the network, and understand at a glance what is right and wrong, is core to all our external messaging • It is how we express ourselves to our customers concerning – our company – our products – our value proposi
Slide 14: Fluke Networks
FLUKE . networks. NETWORKSUPERVISION
Slide 15: More ways to look at your network
15 Hardware Software Physical Application LAN WAN Portable Distributed #2 - More ways to look at your network
Slide 16: Each solution gives you unique vision into your network
16 #3 - Each solution gives you unique vision into your network
Slide 17: Best LAN Management Product - Fluke LANMeter Series
17 Best LAN Management Produc Fluke LANMeter Series Most awarded network management solutions in the industry… emap COMPUTIN networking industry awards ‘95
Slide 18: Core Businesses
18 Core Businesses Distributed and handheld LAN and WAN test and analysis solutions xDSL qualification Process improvement Access management and testing Communication Service Providers Copper & fiber cable certification and troubleshooting Communication networks testing Datacom Installers Enterprise
Slide 19: Datacom Overview
19 • Market leader in copper & fiber cable certification and troubleshooting • Communication networks testing – Copper Test Solutions • Test, certify and document copper and fiber links • Significantly reduce total time to certify – Fiber Test Solutions • Comprehensive line of optical fiber test kit
Slide 20: Communication Service Provider Overview
20 Communication Service Provider Overview • Focused on two critical business needs: – Migrate from legacy to next generation networks … voice, data and video services – Process improvement solutions • Improve productivity and • Lower operating costs • Major product families – NetDSL Bulk Qualificat
Slide 21: Fluke Networks' enterprise solutions
21 Fluke Networks’ enterprise solutions • LAN and WAN test and analysis solutions – Portable Network Test & Analysis • Enterprise-wide view from anywhere on your wired or wireless network – Wireless LAN troubleshooting and management • Solutions to successfully troubleshoot and manage 802.11a/b/g wi
Slide 22: The companies' APM solutions are complementary
22 The companies’ APM solutions are complementary • SuperAgent works in data center – Measures end-to-end response time – Identifies the problem domain • Visual Networks gathers data at remote locations – Fully instruments remote locations – Reflects user experience
Slide 23: Where Visual Networks fits within Fluke Networks
23 Where Visual Networks fits within Fluke Networks • Brand – Fluke Networks’ Network SuperVision – Visual Networks • Visual Uptime Select • Visual IP InSight – “Provide the highest degree of visibility” – “Visibility into layers 1-7” – Both companies offer customers vision into their networks • Pro
Slide 24: Fluke Networks' go-forward plan for Visual Networks
24 What is Fluke Networks’ go-forward plan for Visual Networks? • Today’s announcement is about the intended acquisition • We can say nothing definitive going forward until after closing • We expect much more will stay the same than will change • We will form an integration team • Headed by Jeff Lim
Slide 25: Important Additional Information and Where to Find It
Important Additional Information and Where to Find It Visual Networks, Inc. plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about Visual Networks, the transaction and related matters.