Vistance Networks, Inc. · NASDAQ:VISN
Vistance Networks — CommScope Holding Company — Merger or Acquisition (January 2015)
17 slides from Vistance Networks's merger presentation, Jan 28, 2015
Slide 1: Acquisition of TE Connectivity's Telecom, Enterprise and Wireless Businesses
Exhibit 99.2 Acquisition of TE Connectivity’s Telecom, Enterprise and Wireless Businesses Eddie Edwards • President and Chief Executive Officer Mark Olson • Executive Vice President and Chief Financial Officer January 28, 2015 1
Slide 2: Safe Harbor
Safe Harbor Caution Regarding Forward Looking Statements This communication contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning CommScope, the proposed acquisition by CommScope of the Telecom, Enterprise and Wireless b
Slide 3: Summary Overview
Summary Overview • Purchase price: $3.0b cash (~10x FY2014 Adjusted EBITDA) Structure and • Transaction financed through use of cash on hand and up to $3.0b of incremental debt Consideration • Fully committed financing in place from J.P. Morgan, B of A Merrill Lynch, Deutsche Bank and Wells Fargo •
Slide 4: Compelling Strategic and Financial Rationale Aligns with CommScope's Growth Plan
Compelling Strategic and Financial Rationale Aligns with CommScope’s Growth Plan 1 Enhanced product portfolio More balanced revenue base across Product & geographic Wireless, Broadband Connectivity and diversification Enterprise Meaningfully expands footprint and strengthens global competitive posit
Slide 5: Robust Long-Term Growth Profile
Robust Long-Term Growth Profile Big Four global trends driving demand for communications infrastructure Mobile Broadband Data Social Media Cloud Service Big Data Mobile Data Consumer IP Traffic Business IP Traffic (PB per month, Global, Business and Consumer) (PB per month, Global) (PB per month, Gl
Slide 6: CommScope Today
CommScope Today Wireless Enterprise Broadband #1 in merchant Radio #1 in enterprise #1 in cables for hybrid Frequency network connectivity solutions for fiber coaxial (HFC) Global Position connectivity solutions and data centers and networks – for broadband small cell DAS solutions – commercial buil
Slide 7: Overview of TE Connectivity's Telecom, Enterprise and Wireless Businesses
Overview of TE Connectivity’s Telecom, Enterprise and Wireless Businesses Telecom Enterprise Wireless • FTTx Solutions • Fiber and central office LAN • Distributed Antenna Systems • Central office connectivity and solutions (DAS) equipment • Data Center solutions Solutions • Closures, cabinets and •
Slide 8: Complementary Transaction
Complementary Transaction TE Connectivity’s Telecom, Enterprise Pro Forma & Wireless Businesses CommScope (1) • Global cell site solutions • Differentiated small cell / Business • Global metro cell solutions DAS technology Enhanced product Description • Global small cell DAS • Primarily North Americ
Slide 9: Further Diversifies CommScope's Business
Further Diversifies CommScope’s Business Expansion into adjacent Wireline Telecom Networks / Fiber To The X (FTTx) market More balanced revenue base across Wireless, Broadband Connectivity and Enterprise Broadens customer base Product Sales Diversification (1) Geographic Diversification CommScope Pr
Slide 10: Global Leadership and Scale
Global Leadership and Scale TE Connectivity’s Telecom, Enterprise & Wireless Businesses Veenendaal, Netherlands CommScope Kessel-Lo, Belgium Lochgelly, Scotland Bray, Ireland Buchdorf, Germany Shakopee, MN Denbigshire, England Brno, CZ Yorkshire, England McCarran, NV Guildford, England Pardubice, CZ
Slide 11: Significant and Achievable Cost Synergy Potential
Significant and Achievable Cost Synergy Potential Estimated Run Rate Synergies Corporate-Wide Focus on Integration and $150 million Synergy (Three Years Following Closing) Detailed three-year roadmap across all functional areas: ($m) o Operations $150 o Material savings o Plant rationalization $120
Slide 12: Demonstrated Record of Value Enhancing Transactions and Successful Integrations
Demonstrated Record of Value Enhancing Transactions and Successful Integrations Transformative acquisitions Acquired Founded IPO Acquired IPO acquired Acquired 1976 1997 2004 2007 2011 201320142015 Acquired (1) Acquired Announced acquisition TE Connectivity’s Telecom, Enterprise & Wireless Businesse
Slide 13: Enhanced Pro Forma Financial Profile
Enhanced Pro Forma Financial Profile Revenue ($m) $ 5,787 Business mix and geographic reach $3,322 $3,480 provide platform for revenue growth 2012 2013 PF 2014 (1) Incremental operating efficiencies drive Standalone CommScope Transaction Pro Forma margin improvement opportunity Adjusted EBITDA ($m)
Slide 14: Transaction Positions CommScope for Significant Future Growth & Value Creation
Transaction Positions CommScope for Significant Future Growth & Value Creation • Fundamental demand for bandwidth is driving growth for Attractive Industry CommScope solutions Growth Trends • Next-generation broadband networks = Wireless and FTTx • Leader across Wireless, Broadband Connectivity and
Slide 15: Appendix
Appendix CommScope management believes that presenting certain non-GAAP financial measures provides meaningful information to investors in understanding operating results and may enhance investors' ability to analyze financial and business trends. Non-GAAP measures, including EBITDA, Adjusted EBITDA
Slide 16: Reconciliation of GAAP to Adjusted Measures
Reconciliation of GAAP to Adjusted Measures CommScope FYE 12/31 ($mm) 2012 2013 LTM Q3 2014 Net sales $ 3,321.9 $ 3,480.1 $ 3,848.3 Operating income, as reported $ 238.2 $ 329.7 $ 561.4 Amortization of purchased intangibles 175.7 174.9 177.4 Restructuring costs, net 23.0 22.1 17.3 Equity-based compe
Slide 17: Reconciliation of GAAP to Adjusted Measures
Reconciliation of GAAP to Adjusted Measures CommScope FYE 12/31 ($mm) 2012 2013 LTM Q3 2014 Cash flow generated from operating activities, as reported $ 286.1 $ 237.7 $ 248.1 Less: Additions to property, plant and equipment (28.0) (36.8) (33.9) Adjustments: Debt redemption premium - 33.0 126.9 Fee p
CommScope Holding Company — Merger or Acquisition (January 2015) on 6ix