Ribbon Communications Inc. · NASDAQ:RBBN
Ribbon Communications — Sonus Networks — Merger or Acquisition (May 2017)
13 slides from Ribbon Communications's merger presentation, May 23, 2017
Slide 1: Forward Looking Statements
Forward Looking Statements IMPORTANT INFORMATION ABOUT THE TRANSACTION WILL BE FILED WITH THE SEC In connection with the proposed transaction, Sonus will cause Solstice Sapphire Investments, Inc., a wholly-owned subsidiary of Sonus formed to act as a holding company in connection with the transactio
Slide 2: Compelling strategic & financial rationale
Products and Reach Highly complementary product portfolios and expanded geographic reach Scale and Customers Enhanced scale with deeper global sales footprint and more diversified customer base Financial Profile Significantly higher revenues, gross profit, earnings and cash flow from operations Syne
Slide 3: Transaction Overview
Structure/Ownership Sonus and GENBAND shareholders will each own approximately 50% of the combined company GENBAND’s equity holders will receive ~50 million shares of common stock of the combined company and a $22.5 million unsecured note Enterprise Value ~$745 million – based on Sonus’ closing stoc
Slide 4: Company snapshot
Company snapshot 695+ Customers Globally ~1,400 Employees and Contractors in 22 countries / territories Network Transformation and Evolution Cloud CUSTOMER VALUE PROPOSITION Security Mobility Communications-Platform-as-a-Service (CPaaS) 850+ Customers Globally ~2,000 Employees and Contractors in 24
Slide 5: About GENBAND: Extensive Customer Base
Extensive Customer Base in 90 Countries 2,200 Central Offices Transformed 42M Lines Migrated to IP 298M IP Sessions Shipped 18M UC Ports Shipped ABOUT genband Service Providers Channels & ISV’s Enterprise Customers 6 Deep Experience in Network Transformation Projects cPaaS Unified Communications Emb
Slide 6: Complementary fit
APPLICATION SERVERS SIGNALING CPaaS SESSION BORDER CONTROLLERS SOFT SWITCHES AND MEDIA GATEWAYS Complementary fit Additional benefits from Sonus’ and GENBAND’s strengths in virtualization, maintenance and professional services, with a joint focus on securing the internet Access SBC in Green customer
Slide 7: Financially compelling transaction
Financially compelling transaction 8 $680 $680 Highly Accretive Expected to be substantially accretive to Sonus’ non-GAAP EPS in 2018 Positive Cash Flow From Operations Expected to drive solid cash flow from operations from the first year Attractive Combined Financials Combined 2016 revenue of ~$680
Slide 8: 2016 Combined Company Snapshot
SONUS + GENBAND 9 2016 Combined Company Snapshot (in mm) SONUS GENBAND COMBINED (without Synergies) GAAP Revenue $252.6 $427.2 $679.7 Gross profit $167.6 $214.2 $381.8 Gross margin 66.4% 50.2% 56.2% Operating income (loss) $(13.6) $(17.9) $(31.5) Operating income margin -5.4% -4.2% -4.6% Non-GAAP Re
Slide 9: Cost synergies
Cost synergies 10 Following full impact of expected annualized synergies, combined company expected to generate at least $100 million of annual EBITDA; Fiscal year 2020 EBITDA is projected to be approximately $140 million $40-50m R&D S&M G&A COGS S&M G&A COGS R&D
Slide 10: Strong growth initiatives
Strong growth initiatives 11 An innovative Cloud Communications Platform enabling rapid new service deployment and revenue for carriers, ISV's and enterprises Solutions powered from the Kandy platform include: Unified communications, embedded communications and OTT solutions Sonus Cloud Security Off
Slide 11: Combination Benefits All Stakeholders
CUSTOMERS Larger company with greater resources to support our customers, and significant ongoing investments in R&D to innovate ahead of the market INVESTORS Market leader with an actionable growth strategy aligned with core business and IP EMPLOYEES Execution on our combined growth initiatives pro
Slide 12: Transaction Announcement
Transaction ANNOUNCEMENT Creating a global leader in real-time communications software and cloud solutions May 23, 2017
Slide 13: Transaction Announcement: Creating a Global Leader in Real-Time Communications
@©@ Sonus AcENBAND TRANSACTION ANNOUNCEMENT CREATING A GLOBAL LEADER IN REAL-TIME COMMUNICATIONS SOFTWARE AND CLOUD SOLUTIONS