Smith & Nephew plc · LSE:SN.

Smith & Nephew — Merger or Acquisition (March 2019)

11 slides from Smith & Nephew's merger presentation, Mar 12, 2019

  1. Slide 1: Agreement to acquire Osiris Therapeutics, Inc

    Smith & Nephew Agreement to acquire Osiris Therapeutics, Inc

  2. Slide 2: Forward looking statements and non-IFRS measures

    Forward looking statements and non-IFRS measures Cautionary Statement Regarding Forward Looking Statements This document contains forward-looking information related to Smith & Nephew, Osiris and the proposed transaction that involves substantial risks and uncertainties that could cause actual resul

  3. Slide 3: Namal Nawana, Chief Executive Officer

    Namal Nawana Chief Executive Officer 3

  4. Slide 4: Overview of Osiris transaction

    Overview of Osiris transaction • Agreement to acquire for $19.00 per share in cash, or approximately $660m • Company delivering regenerative medicine products; founded in 1992, with $102m of revenue in the first nine months of 2018 • 360 employees, of which >130 are sales reps; key products manufact

  5. Slide 5: Simon Fraser, President, Advanced Wound Management

    Simon Fraser President, Advanced Wound Management 5

  6. Slide 6: Expanding in a fast growing segment

    Expanding in a fast growing segment Skin substitute Allograft sub- segment segment 2 Key allograft competitors: US Market Size $0.9bn $0.5bn Market CAGR1 7% 9% Osiris market share 12% 22% Osiris market #2 position 1 SmartTrak Market Research 2 Amniotic tissue and dermal allografts 6

  7. Slide 7: Two principal products driving growth

    Two principal products driving growth & Cryopreserved placental Cryopreserved placental tissue Bone matrix for bone Allograft for articular membrane for acute as wound covering or wrap repair cartilage repair and chronic wounds for soft tissue repair 9M 2018 sales: $75m 9M 2018 sales: $20m 9M 2018 s

  8. Slide 8: Complementary products in common AWM call points

    Complementary products in common AWM call points Primary sites of use Hospital outpatient / Inpatient setting wound care clinics Collagenase REGRANEX™ PICO™ RENASYS™ SANTYL™ Ointment (beclapermin) Gel Single Use Negative Negative Pressure Enzymatic debrider 0.01% Pressure Wound Wound Therapy PICO™ T

  9. Slide 9: Graham Baker, Chief Financial Officer

    Graham Baker Chief Financial Officer 9

  10. Slide 10: Osiris deal financials

    Osiris deal financials • Purchase price of $19.00 per share in cash, 9 months 37% premium to 90-day average 2018 2017 $m $m • Total consideration of approximately $660m, financed from existing cash and debt facilities Revenue 102.0 85.9 Growth +18.7% • Transaction expected to complete in Q2 2019, su

  11. Slide 11: Questions

    >¢smith&nephew Questions

Smith & Nephew — Merger or Acquisition (March 2019) on 6ix