Netscout Systems, Inc. · NASDAQ:NTCT
Netscout Systems — Merger or Acquisition (February 2015)
28 slides from Netscout Systems's merger presentation, Feb 4, 2015
Slide 1: Investor Presentation
Filed by NetScout Systems, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: NetScout Systems, Inc. (Commission File No. 000-26251) The following is a copy of slide de
Slide 2: Additional Information and Where You Can Find It
Additional Information and Where You Can Find It NetScout’s Registration Statement on Form S-4, Proxy Statement and other documents concerning the proposed acquisition of Danaher’s Communications business have been filed with the Securities and Exchange Commission (the “SEC”). Investors are urged to
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
Slide 4: NetScout Today
NetScout Today NASDAQ: NTCT Market Cap: $1.5B (as of 2/3/15) • Market leader in network and application performance management differentiated by: – Core, patented technologies enabling the most powerful, real-time information capture and analytics from the most robust data source: network traffic –
Slide 5: NetScout Investment Highlights
NetScout Investment Highlights $397 • Market leader in network and application $352 $309 performance management Total • Award-winning solutions based on proprietary Revenue (non-GAAP, $ in millions) software: “ASI” enabling real-time intelligence and analytics FY '12 FY '13 FY '14 • Working with lea
Slide 6: Providing Visibility into the Network and the Services and Applications that Run Over Them
Providing Visibility into the Network and the Services and Applications that Run Over Them Service Providers Enterprise Healthcare Financial Services Government Voice Data Video Retail Manufacturing High Tech Utilities & Energy ROI: Risks: Reduce costs Outages/downtime Improve productivity Cyber att
Slide 7: Carrier Trends Driving Future Growth
Carrier Trends Driving Future Growth • 4G/LTE: Global deployments Consumer adoption • Services deployed (e.g. VoLTE) • Network analytics • Geo-analytics • Virtualization • Voice/video/data convergence • “Big Data” Source: Ericsson Mobility Report, May 2014 ServiceProviders: Monetizetheir investmenta
Slide 8: Enterprise Trends Driving Future Growth
Enterprise Trends Driving Future Growth • Mobility: “BYOD” • Virtualization • Unified communications • Converged infrastructure • Cloud-based services • “Big Data” • “Internet of things” Enterprises:“Uptime” and user experience with cost-effective delivery 8 NetScout Systems Overview | January 2015
Slide 9: NetScout Technology & Product Strategy
NetScout Technology & Product Strategy Scalable, Real-Time, Actionable Intelligence Network Monitoring BI/Analytics Service Assurance Third-Party CEM Platforms Marketing Intelligence Cyber Intelligence Intelligent Edge Processing Smart Data Reduction Custom HW COTS HW Virtual Machine NFV ASI on a Br
Slide 10: Proposed Acquisition of Danaher's Communications Business
Proposed Acquisition of Danaher’s Communications Business 10
Slide 11: Transaction Structure
Transaction Structure • Announced on October 13, 2014 DHR NetScout • NetScout to acquire most of Danaher’s Communications Shareholders Shareholders business* • Structured as Reverse Morris Trust DHR NetScout – Danaher to spin-off or split-off (to be determined at later date) its Communications busin
Slide 12: Strategic Rationale for the Transaction
Strategic Rationale for the Transaction Best-In-Class Go-to-Market Financially Compelling Solutions Combined $1.2B+ Broader portfolio for More global and diverse revenue base* positioned service providers for growth Broader sales and Extends reach into the channel presence Expected to be accretive m
Slide 13: Best-In-Class Solutions
Best-In-Class Solutions Broader portfolio of Extending our reach Jump-starts our entry complementary from the high-end into into Cyber Intelligence offerings for service the mid-tier of the providers enterprise market Arbor Networks is the market leader in Distributed Denial of Together, we can offe
Slide 14: Stronger Go-to-Market Capabilities
Stronger Go-to-Market Capabilities More global and Broader sales and More customers diverse channel presence worldwide and more worldwide touch points within Broader customer footprint outside of North America with the customer both service provider and Extensive direct sales presence enterprise cus
Slide 15: Positioned to Capitalize on Powerful Long-Term Technology Trends
Positioned to Capitalize on Powerful Long- Term Technology Trends Service providers and enterprises have invested significantly in their infrastructures during the past decade but they lack holistic IT management Mobility Virtualization Voice 10gig BYOD Cloud Cable 40gig Internet SDN IP Convergence
Slide 16: Compelling Financial Opportunity
Compelling Financial Opportunity Compelling Financial Opportunity 16
Slide 17: Impressive Track Record of Performance
Impressive Track Record of Performance 1 Revenue & EPS Performance Free Cash Flow ($ in millions) ($ in millions) Guidance as of 1/22/15 $455- $460 $400 $386 $397 $337 $352 $309 $334 $300 $290 $1.87 - $1.91 $285 $240 FY '15 YTD FCF $1.53 $200 $157 $1.32 $1.35 FY '14 FCF $100 $1.04 $1.10 $1.05 $100 $
Slide 18: Post-Acquisition NetScout
Post-Acquisition NetScout Operating targets attained Post-Acquisition Current Operating assuming ~10% annual revenue 5-Year Operating growth Targets Targets Gross Margin 78 –81% 75 –78%+ Operating Margin 24 –27% 26% –31%+ • Mid-cap technology leader positioned for solid double-digit revenue growth o
Slide 19: Summary
Summary • Spent 400 man years in last 3 years on NextGen Technology • Significant growth drivers in Enterprise and Carrier segments • Acquisition of Danaher’s Communications assets is expected to increase our TAM to $8B+ Carrier / Service Provider Enterprise Performance Service Assurance + Business
Slide 20: Thank You
<@ NETSCOUT. Thank You
Slide 21: Appendix: Non-GAAP Measure Reconciliation
Appendix: Non-GAAP Measure Reconciliation
Slide 22: Non-GAAP Measure Reconciliation: Revenue, EPS and Free Cash Flow
Non-GAAP Measure Reconciliation: Revenue, EPS and Free Cash Flow NetScout Systems, Inc. (in thousands, except per share data) For the Fiscal Years Ended Reconciliation of Current GAAP to Current and Historical Non-GAAP Financial Measures March 31, (In thousands, except per share data) 2011 2012 2013
Slide 23: Supporting Slides
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Slide 24: Best-in-Class Solutions: Expanding Our Product Portfolio and Extending Our Reach
Best-in-Class Solutions: Expanding Our Product Portfolio and Extending Our Reach Core Functionality Performance Subscriber Network Monitoring Troubleshooting Security Telecom Service Providers TekComms NetScout does not offer similar products; Additional ASI-based products planned NetScout Arbor Lar
Slide 25: Best-in-Class Solutions: Tektronix Communications
Best-in-Class Solutions: Tektronix Communications Core Functionality Performance Subscriber Network Monitoring Troubleshooting Security • NetScout and Telecom TekComms offer service Service Providers TekComms assurance solutions for telecom networks NetScout Arbor • Customers will benefit Large from
Slide 26: Proven Track Record for Successful Integration
Proven Track Record for Successful Integration $1.75 30.0% $1.53 27.2% $1.50 25.2% 25.4% 24.2% 24.5% $1.35 25.0% 24.3% $1.32 22.4% $1.25 21.9% $1.10 20.0% $1.04 $1.05 $1.00 $0.86 $0.86 14.5% 15.0% $0.75 9.2% $0.48 10.0% $0.50 $0.27 $0.25 5.0% $- 0.0% FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY14 9 FY
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Slide 28: Non-GAAP Measure Reconciliation: NetScout and DHR Communications Historical Information
Non-GAAP Measure Reconciliation: NetScout and DHR Communications Historical Information NTCT DHR Communications Combined Proforma 12-months 6-months 12-months 6-months 12-months 6-months FY2014 FY2015 CY2013 CY2014 FY2014 FY2015 Revenue: Product $ 234,268 $ 122,319 $ 623,632 $ 230,271 $ 857,900 $ 35
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