Netscout Systems, Inc. · NASDAQ:NTCT

Netscout Systems — Merger or Acquisition (October 2014)

19 slides from Netscout Systems's merger presentation, Oct 14, 2014

  1. Slide 1: NetScout Announces the Acquisition of the Communications Business of Danaher Corporation

    NetScout Announces the Acquisition of the Communications Business of Danaher Corporation October 13, 2014 Exhibit 99.2

  2. Slide 2: Additional Information and Where You Can Find It

    Additional Information and Where You Can Find It NetScout will file a Registration Statement on Form S-4 containing a proxy statement/prospectus of NetScout and other documents concerning the proposed acquisition with the Securities and Exchange Commission (the “SEC”). Investors are urged to read th

  3. Slide 3: Safe Harbor & Non-GAAP Financial Metrics

    Safe Harbor & Non-GAAP Financial Metrics Forward Looking Statements: Forward-looking statements in this communication are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and other federal securities laws. Investors are cautioned that statements in th

  4. Slide 4: The Combination – Transaction Rationale

    The Combination – Transaction Rationale Creating Value for Our Customers, Shareholders and Employees Best-In-Class Solutions Complementary Customer Base and Global Footprint Financially Compelling • Comprehensive solutions addressing Enterprise and Service Provider needs • Spans Network Performance

  5. Slide 5: NetScout 3.0 – A Journey We Started Years Ago

    NetScout 3.0 – A Journey We Started 3 Years Ago Our mission is to leverage nGeniusOne with ‘ ASI Inside ’ to Enable Enterprise and Service Providers to realize maximum benefit with minimal risk from technology advances, such as IP convergence, NFV, SDN, Virtualization, Cloud, Mobility, BYOD and the

  6. Slide 6: Slide 6

  7. Slide 7: Success So Far

    Success So Far Strong, Consistent and Profitable Growth NetScout 3.0 Timeline: Conceived , November nG1 FCS , July ASI Patent , December Broad customer adoption Guidance for FY15: 18% - 23% product revenue growth (1) (1) Guidance provided on July 17, 2014..

  8. Slide 8: Building the ASI Sensor Network For Next Generation Big Data Analytics

    Building the ASI Sensor Network For Next Generation Big Data Analytics

  9. Slide 9: Big Data, BI and Cyber Security Strategy

    Big Data, BI and Cyber Security Strategy IBM Cognos SAP Business Objects Oracle BI Big Data Analytics Cyber Analytics Third Party Security Analytics ASI Data ASI Data

  10. Slide 10: IT Management Industry is Prime for Transformation

    IT Management Industry is Prime for Transformation NetScout is leading the way… ‘Good Data With Good Analytics’ is the winning strategy • Massive infrastructure refresh during the last decade Internet, iPhone, Mobility, BYOD Cloud, Virtualization, SDN Voice, Cable, IP Convergence 10G, 100G… • Missin

  11. Slide 11: Significantly Increasing Our TAM

    Significantly Increasing Our TAM

  12. Slide 12: What is Needed to Maximize This Opportunity?

    What is Needed to Maximize This Opportunity? Leadership Go To Market Expertise Scale, Scope and Reach • Entrepreneurship with Experience, Passion, Staying Power • Compelling Technology and Value Proposition • Better Market access in Enterprise and SP • Broader Installed base • Broader capabilities a

  13. Slide 13: Today's Acquisition Accelerates NetScout's 3.0 Journey

    Today’s Acquisition Accelerates NetScout’s 3.0 Journey… • Danaher’s Communication business built a successful franchise over the last 10 years – Comprising of more than 12 technology companies, organized into 3 business units: TekComms, Arbor Networks, Fluke Networks – $800M+ in combined annual reve

  14. Slide 14: Danaher / Communications Business Overview

    Danaher / Communications Business Overview TekComms – Better Access to Service Providers Environmental Industrial Technologies Dental Life Sciences & Diagnostics Test & Measurement Communications Danaher – $19B Revenue, $50B Market Cap (1) Arbor Networks – Jump Starting our Cyber Security Initiative

  15. Slide 15: Transaction Overview

    Transaction Overview Structure and Consideration Ownership (2) Board of Directors Management Headquarters Closing Conditions • NetScout to acquire Danaher’s Communications Group • NetScout to issue 62.5 million shares, valued at approximately $2.6 billion (1) • Structured as Reverse Morris Trust • D

  16. Slide 16: The Combination – Financial Highlights

    The Combination – Financial Highlights ($ in millions) For the 12 months ended March 31, 2014 For the 12 months ended December 31, 2013 (Unaudited) Revenue $397 $836 Non-GAAP Operating Income $101 $199 % Non-GAAP Margin 25% 24% • Ownership: NetScout shareholders ~40%; Danaher shareholders ~60% • Acc

  17. Slide 17: The Combination – Value Creation

    The Combination – Value Creation For Our Customers For Our Shareholders For Our Employees • Broader range of best-in-class solutions to address a range of complex IT management challenges – networking & security, monitoring & troubleshooting • Extensive sales, service and support • Proven experience

  18. Slide 18: THANK YOU

    THANK YOU ******************* ******************* ******************* ******************* ******************* ******************* ******************* ******************* *******************

  19. Slide 19: GAAP-Non-GAAP Reconciliations

    GAAP-Non-GAAP Reconciliations (in thousands, except per share data) For the Fiscal Years Ended March 31, GAAP Revenue 290,540 $ 308,679 $ 350,550 $ 396,647 $ Deferred revenue fair value adjustment 1,215 Non-GAAP Revenue 290,672 $ 308,991 $ 351,765 $ 397,205 $ GAAP Gross profit 229,179 $ 243,007 $ 27

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