Icu Medical, Inc. · NASDAQ:ICUI
Icu Medical — Merger or Acquisition (September 2021)
20 slides from Icu Medical's merger presentation, Sep 8, 2021
Slide 1: ICU Medical Inc. to Acquire Smiths Medical
ICU Medical Inc. to Acquire Smiths Medical September 8, 2021 1
Slide 2: Cautionary Statements Regarding Forward-Looking Information & GAAP to Non-GAAP Financial Measures
Cautionary Statements Regarding Forward-Looking Information & GAAP to Non-GAAP Financial Measures > This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. T
Slide 3: Cautionary Statements Regarding Forward-Looking Information & GAAP to Non-GAAP Financial Measures
Cautionary Statements Regarding Forward-Looking Information & GAAP to Non-GAAP Financial Measures > For more detailed information on the risks and uncertainties associated with the company’s business activities, see the risks described in the Company’s Annual Report on Form 10-K for the year ended D
Slide 4: Strategic Rationale and Industrial Logic
Strategic Rationale and Industrial Logic Approximately $2.5 billion in combined revenues Nearly 15,000 employees worldwide Significant focus and scale in Infusion Therapy globally Complementary product portfolios joined to create a leading IV therapy company and simplify customer workflow Addition o
Slide 5: Transaction Highlights
Transaction Highlights > ICU Medical will acquire Smiths Medical for approx. $2.35 billion of upfront equity value > Full consideration to include: Overview — $1.85 billion in upfront cash and assumption of certain obligations and (leases, known required investments, etc.) Considerations — 2.5 milli
Slide 6: ICU Medical: Infusion Therapy Today
IV Solutions Dedicated IV Sets LVP Infusion Pumps and Software Non-Dedicated IV Sets and Accessories ICU Medical: Infusion Therapy Today 6
Slide 7: ICU Medical: Infusion Therapy with Smiths Medical
ICU Medical: Infusion Therapy with Smiths Medical IV Solutions Dedicated IV Sets LVP Infusion Pumps and Software Syringe and Ambulatory Pumps Non-Dedicated IV Sets and Accessories Peripheral IV Catheters Fluid Warming Respiratory Combination allows ICU to enhance its competitiveness with larger play
Slide 8: Business Snapshots—Approximate Revenue Sizing
Business Snapshots—Approximate Revenue Sizing1 ~$500m Infusion ~$350m Therapy ~66% ~$320m LVP Infusion IV Specialty ~95% Oncology ~33% ~$50m IV IV IV Critical Systems Consumables Solutions Care ~$440m ~$400m Ambulatory ~$370m Infusion ~70% PIVC ~35% Respiratory & Syringe Anesthesia Infusion Safety ~
Slide 9: Pro Forma Company Segmentation—Subject to Change
Pro Forma Company Segmentation—Subject to Change1 Systems Consumables Vital Care Global Revenues Split ~ $850m ~ $850m ~ $750m OUS and US Markets LVP & Safety Software Ambulatory and Syringe Fluid Warming IV Therapy Specialty & Oncology Sharps Safety & PIVC Critical Care Respiratory & Anesthesia Tra
Slide 10: Transaction and Financial Highlights: Financing and Balance Sheet
Transaction and Financial Highlights Financing and Balance Sheet > $1.85 billion cash consideration to be financed by a combination of debt and on-hand cash > $2.0 billion fully committed senior credit facility ¯ $1.7 billion term loans (combination TLA and TLB) ¯ $300 million revolver > Pro forma n
Slide 11: Transaction and Financial Highlights: Valuation, Earnings Impact and Return
11 Transaction and Financial Highlights1 Valuation, Earnings Impact and Return > Expected run-rate Non-GAAP EBITDA contribution from Smiths Medical of ~$190 million in 2022 before synergies and after adjustment for US GAAP basis of presentation (R&D capitalization, etc.) > Implied ~13x EBITDA multip
Slide 12: Why Now? Recent History and Performance
Why Now? Recent History and Performance Earnings Adjustment August 7, 2019 COVID Effect Hospira Acquisition Q1 2020 October 6, 2016 Excelsior Acquisition October 5, 2015 Pursuit Vascular Acquisition November 4, 2019 2015 2016 2017 2018 2019 2020 2014—2016 2017—2018 2019—2020 2021+ > Focused on comme
Slide 13: How Do We Think About Value
How Do We Think About Value Secured Earnings Risk MORE > ROIC and Cost of Capital Important > Strategic Value — Removing single customer concentration issue > Relative to tangible assets and recent history > Relative to our own valuation > Accretion/dilution LESS Important Broaden Customer Offering/
Slide 14: Creating a Stable and Consistent USA-Based Domestic Supplier
Creating a Stable and Consistent USA-Based Domestic Supplier to Evolve with Care Delivery • Supply chain disruptions and the increase in cost of quality have led to a weak and unresilient US supply chain • ICU Medical has a proven track record of strong supply as demonstrated by the stability offere
Slide 15: Example Growth Vector – Closed Systems in IV Oncology
Example Growth Vector –Bringing Enhanced Workflow and Safety with Closed Systems in IV Oncology ICU Medical: Diana™ automated compounding workflow system ICU Medical: Pharmacy preparation with ChemoLock™ and ChemoClave™ CSTDs ICU Medical: Plum 360™ LVP infusion pump with closed air management techno
Slide 16: Example Growth Vector – Broader Line of Products for Pediatrics
Example Growth Vector – Providing a Broader Line of Clinically-Essential Products for Pediatrics ICU Medical: Custom IV sets designed ICU Medical: NanoClave to help keep delicate neonatal and needlefree connector with pediatric patients safe. minimal flushing volumes Smiths: Syringe pumps used by mo
Slide 17: Expected Integration versus Hospira
Expected Integration versus Hospira • Acquired a set of product lines and factories with virtually no support infrastructure (IT, Finance, HR, etc.) • Complex transaction with delayed closings in 15 countries over a 12-month period • Complex TSA (“blanket for IT”) and 5-year bi-directional MSA with
Slide 18: Leadership Deep Integration Experience
Leadership Deep Integration Experience Christian Voigtlander Ben Sousa Operations IT Virginia Sanzone Mike Hisey Legal Supply Chain Brian Bonnell Ken Niehoff Finance Manufacturing Blake VanderGeest Clay Fradd Finance Human Resources Kevin McGrody Tom McCall Accounting Marketing Leadership team is a
Slide 19: GAAP to Non-GAAP Reconciliations
GAAP to Non-GAAP Reconciliations September 8, 2021 19
Slide 20: Reconciliation of 2014 GAAP to Non-GAAP Financial Measures
Reconciliation of 2014 GAAP to Non-GAAP Financial Measures (in thousands, except per share data) Adjusted EBITDA GAAP net income $26,335 Non-GAAP adjustments: Stock compensation expense (a) 9,592 Depreciation and amortization expense (b) 19,447 Restructuring and strategic transaction expense (c) 5,0