Stmicroelectronics Nv · EURONEXT:STMPA
Stmicroelectronics Nv — Merger or Acquisition (May 2007)
10 slides from Stmicroelectronics Nv's merger presentation, May 22, 2007
Slide 1: Flash Memory Initiative
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation may include statements that are not historical facts and are statements of future expectations and may— icludle other forward looking statements that are based on management's current views and assumptions to describe plans and expectations for the timing
Slide 3: Creation of Flash Memory Company
Creation of Flash M + ST teams with Intel and Francisco Partners to join assets for the creation of an industry leader, 2006 sales of $3.6B « Global Manufacturing resources (9 facilities & 8000 employees) + Focus on NOR Flash system solutions * Top-notch customer base + Leaders in PCM, next generati
Slide 4: Transaction structure and ownership
Francisco Partners 48.6% common 6.3% equity equity stake stake gece (preferred) im cast Payment 45.1% common equity stake $432m cash € $1,300m cash Payment ST Assets Debt Securities 1. ST contributes the ST Flash business in exchange for a 48.6% NewCo common equity stake at closing and a ‘S468m cash
Slide 5: Governance of NewCo
Governance of NewGo Board Composition + Eight directors (three each from Intel and ST, two from Francisco Partners) * Chairman nominated by ST Top Management + CEO appointed by Intel + COO appointed by ST + CFO appointed by Francisco Partners Transfer Restrictions and IPO Conditions: Customary for t
Slide 6: NewCo Creation and ST Implications
NewCo Creation and ST Impli Contribute approx $2.4B in assets: — FMG: R2, AMK 8, Wuxi investment and Inventory: about $ 2 billion — M6 300mm infrastructure: about $400 million * Transfer of approximately 4,000 employees + Consideration is $1.55B — One-time, non-cash impairment loss of $850/900 milli
Slide 7: Impact of FMG on ST's Financial Results
Impact of FMG.oh Si’s Financial Results® “ Net Revenues 2006 9,854 1,570 8,284 Y-o-Y growth Q1 2007 3.7% -21.6% flat Gross Margin FY 2006 35.8% 19.0% 38.9% Gross Margin Q1 2007 34.5% 19.4% 37.0% CapEx + Equity Investment 2004-2006 5,024 1,510 3,510 * The analysis does not intend to anticipate ST’s f
Slide 8: Expected ST Financial Impact
Expected ST Financial Impact : 2 we + One-time impact of the transaction on the Income Statement: — Most of the anticipated non-cash impairment loss to be recognized in Q207 — Final true-up at closing date — Possible restructuring charges to be defined + Accounting after the closing date: — ST will
Slide 9: Expected Boost to RONA and Cash Flow
Expected Boost to RONA and Cash Flow) | a < ie + RONA will improve: —_ — Gross Margin ex-Flash will increase by about 3 percentage points (reference FY2006) — Op Ex will be realigned to 26-28% target in a few quarters after closing — Net Asset Turns acceleration: estimated NAT of 1.12 (LTM) to 1.23
Slide 10: Signatures
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, STMicroelectronics N.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STMicroelectronics N.V. Date: May 22, 2007 By: /s/ CARLO FERRO Name: Carlo Ferro Title: Execut
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