Diodes Incorporated · NASDAQ:DIOD
Diodes — Diodes Inc /Del/ — Merger or Acquisition (December 2012)
23 slides from Diodes's merger presentation, Dec 26, 2012
Slide 1: Diodes, Inc. BCD Semiconductor Acquisition Script
Exhibit 99.2 Diodes, Inc. BCD Semiconductor Acquisition Script Thursday, December 27 @ 10:00am CST / 8:00am PST Call Participants: Diodes: Dr. Keh-Shew Lu, Rick White, Mark King and Laura Mehrl. BCD Semiconductor: Chieh Chang Operator: Good morning and welcome to Diodes Incorporated’s conference cal
Slide 2: Safe Harbor Statement (script)
If you have not yet received a copy of the press release, you can access a copy on Diodes’ website at www.diodes.com under the Investor Relations section. There is a slide presentation that we will be using in conjunction with this call that may be accessed through the webcast link on Diodes’ websit
Slide 3: Safe harbor and CEO opening remarks
number of risks and uncertainties. Actual results may differ materially from these forward-looking statements, and therefore we refer you to a more detailed discussion of the risks and uncertainties in the Company’s filings with the Securities and Exchange Commission. The Company claims the protecti
Slide 4: A Winning Combination (script)
As Leanne mentioned, there is a slide presentation available on our website, which I will now review with you as part of today’s call before we open the call for your questions. Slide 3: A Winning Combination Diodes’ acquisition of BCD Semiconductor creates a stronger global company with greatly enh
Slide 5: Synergies and Transaction Overview (script)
When combined, there are many synergies including: 1) Expanded application platform and broader analog footprint; 2) Manufacturing synergies; 3) Operating synergies; 4) End equipment diversification; 5) Expanded customer base and distribution channels; as well as 6) An expanded position in Asia. Sli
Slide 6: BCD Highlights and Transaction Rationale (script)
offices in Shanghai, Shenzhen, Taipei, Seoul and the U.S. BCD also has in-house design and wafer capabilities in Shanghai with a second fab near completion also in Shanghai. A large majority of the company’s product packaging is outsourced to partners in Taiwan and China. In terms of financials, BCD
Slide 7: Transaction Rationale and Product Offerings (script)
4) There are also opportunities for margin improvement through cost reductions due to enhanced scale and increased fab and A/T utilization. 5) In addition, the transaction provides the ability to leverage technology and process capabilities by which BCD can use Diodes’ cost-effective packaging and m
Slide 8: Global Manufacturing Infrastructure and Financial Overview (script)
Slide 8: Global Manufacturing Infrastructure In terms of manufacturing, our global infrastructure will consist of Diodes’ wafer fabs in Kansas City and Oldham, UK; and our packaging facilities in Shanghai, China, Neuhaus, Germany as well as our joint venture packaging facility in Chengdu, China. BCD
Slide 9: How BCD Fits Diodes M&A Strategy (script)
Slide 10: How BCD Fits into Diodes M&A Strategy In summary, we believe that BCD Semiconductor is a strong strategic fit and meets the acquisition criteria that we have been consistently communicating to our shareholders and investors: 1) First, the proposed transaction is very synergistic to our pac
Slide 10: Q&A Session
Q&A Session Upon Completion of the Q&A… Thank you to everyone for joining us today. We look forward to providing additional updates regarding the integration of BCD and the expanded opportunities for Diodes. Operator, we may now disconnect. Page 10 of 10
Slide 11: Diodes to Acquire BCD Semiconductor
Diodes to Acquire BCD Semiconductor Plano, TX December 27, 2012
Slide 12: Safe Harbor Statement
Page 12 Safe Harbor Statement Any statements set forth herein that are not historical facts are forward-lookingstatements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to
Slide 13: A Winning Combination
Page 13 A Winning Combination A Strong Global Partnership SYNERGIES 2012 Revenue $634m* 2012 Revenue $142m* 2012 Gross Margin 25.1% 2012 Gross Margin 27.5% High volume Discrete, + Solid Standard Linear and = Expanded application Analog and Logic products Power Management offering platform and broade
Slide 14: Transaction Overview
Page 14 Transaction Overview Each ADS represents six ordinary shares and will be converted into the right to receive $8.00 in cash. Terms and Considerations Values fully diluted shares at approximately $151 million Anticipated Close Expected to close in late 1Q 2013 or early 2Q 2013 Diodes and BCD B
Slide 15: BCD Highlights
Page 15 BCD Highlights Leading supplier of Standard Linear and Power Management AC/DC solutions for chargers and adapters Business Overview Founded in 2000; IPO February 2011 (BCDS) on Nasdaq; Incorporated in Cayman Islands 1,300 employees Corporate Overview Over 300 products Sales offices in Shangh
Slide 16: Transaction Rationale
Page 16 Transaction Rationale Increases the depth of standard Linear and power management offering Strengthen Product Offering AC-DC Switch–mode power supply solutions for chargers and adaptors Expand platform value for existing 3C applications and customer bases Additional revenue opportunities thr
Slide 17: Broad Consolidated Product Offering
Page 17 Broad Consolidated Product Offering Discrete Standard ICs ASSP Diodes Rectifiers Standard Linear ICs Power Management ICs Sensors Schottky Diodes Schottky Rectifiers Linear Voltage Regulators DC-DC Switching Regulators Unipolar Hall Switches Zener Diodes Super Barrier Rectifiers Standard Lin
Slide 18: Global Manufacturing Infrastructure
Page 18 Global Manufacturing Infrastructure Neuhaus, Germany Packaging Chengdu, China Packaging Oldham, UK Wafer Fab Shanghai, China Wafer Fab Kansas City, MO Shanghai, China Wafer Fab Packaging
Slide 19: Financial Overview Post Acquisition
Page 19 Financial Overview Post Acquisition • Large revenue base with $776M combined 2012 pro forma revenue • Healthy combined Gross Profit $198M, and Gross Margin, 25.6% • Significant cash flow generation with $83M combined 3Q 2012 YTD EBITDA • Immediately accretive to GAAP EPS Summary Pro Forma 20
Slide 20: BCD Fits Diodes' M&A Strategy
Page 20 BCD Fits Diodes’ M&A Strategy Degree of MUST HAVE’s FIT Synergistic with Diodes’ packaging capabilities and capacity 1 Accretive in 1 year 1 PLUS FACTORS Enter new product area 1 Increase existing product portfolio 1 Gain access to process and/or packaging technology 2 Strengthen regional sa
Slide 21: Diodes Strategy: Profitable Growth
Page 21 Diodes Strategy: Profitable Growth is another key milestone
Slide 22: (Non-GAAP) EBITDA definition
Page 22 (Non-GAAP) EBITDA EBITDA represents earnings before net interest expense, income tax provision, depreciation and amortization. Management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties, such as financial ins
Slide 23: Reconciliation of Net Income to EBITDA
Page 23 (Non-GAAP) RECONCILIATION OF NET INCOME TO EBITDA Diodes BCD (1) Diodes + BCD Nine Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, 2012 2012 2012 (Amounts in '000) (Amounts in '000) (Amounts in '000) Net income (per-GAAP) $ 20,077 $ 5,952 $ 26,029 P
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