Stifel Financial Corporation · NYSE:SF
Stifel Financial — Merger or Acquisition (April 2010)
20 slides from Stifel Financial's merger presentation, Apr 26, 2010
Slide 1: Building the Premier Middle-Market Investment Bank
Building the Premier Middle-Market Investment Bank Ronald J. Kruszewski Chairman of the Board, President, and CEO Stifel Financial Corp. Presentation to Investors April 26, 2010 Thomas W. Weisel Chairman of the Board and CEO Thomas Weisel Partners
Slide 2: Forward-looking statements
Statements in this presentation that relate to Stifel Financial Corp., as well as Stifel, Nicolaus and Company, Inc. and its other subsidiaries (collectively, "Stifel" or the "Company") and Thomas Weisel Partners Group, Inc. ("Thomas Weisel Partners") future plans, objectives, expectations, performa
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It In connection with the proposed merger, Stifel will be filing a registration statement on Form S-4 that will include a proxy statement of Thomas Weisel Partners that also constitutes a prospectus of Stifel and other relevant documents relating to the acqui
Slide 4: Stifel and TWP Today
Stifel and TWP Today Full-service, publicly traded investment bank (NYSE:SF) More than 4,600 associates in 294 offices Investment Banking 159 investment banking professionals 14 industry focused investment banking groups Specialty groups provide coordinated financial sponsors coverage and private pl
Slide 5: Summary of Key Transaction Terms
Summary of Key Transaction Terms Stifel to acquire 100% of TWP's common stock in a tax-free exchange Transaction Consideration Fixed exchange ratio of 0.1364 Stifel shares for each TWPG share No caps or collars $7.60 per share based on an SF price of $55.74 (at 4/23/10) $318 million of aggregate con
Slide 6: Transaction Financials
Transaction Financials ($ in 000s, except per share) The transaction is accretive to both EPS(2) and Book Value per share. (1) Based on 32.8 million common shares as of 12/31/09, 486,486 warrants that are automatically converted during a change-in-control, and 8.5 million converted RSUs (net of taxe
Slide 7: Why this Combination Makes Sense
Why this Combination Makes Sense Highly Complementary Investment Banking, Research and Sales and Trading Platforms Additive, not duplicative: 623 combined offerings completed between 2005 - 2009 and only 4 overlap 1,143 unique U.S. companies under research coverage. Only 8% overlap Expands instituti
Slide 8: Building the Premier Full Service Middle-Market Investment Bank
Building the Premier Full Service Middle-Market Investment Bank $2.0+ billion combined market capitalization $1.5 billion - $1.6 billion in combined 2010E revenues (1) $1.0 billion in combined equity capital as of 12/31/09 Coast-to-coast Institutional Equity and Fixed Income Complementary product ca
Slide 9: Core Verticals are Poised to Benefit from Rebounding Economy
Core Verticals are Poised to Benefit from Rebounding Economy Capital Markets Appear Headed Back to More Normalized Levels TMT has historically been approximately 40% of TWP business and was down 75% over the past two years TWP core verticals are poised to accelerate from any market rebound Note: TMT
Slide 10: U.S. IPO Market is Cyclical; Pronounced in Growth Sectors
U.S. IPO Market is Cyclical; Pronounced in Growth Sectors Market turned at the beginning of 2003, 2010 shows similar trends Average # IPOs between ('01-'03) were 80/year compared with 247/year between ('04-'07) Average # TMT IPOs between ('01-'03) were 18/year compared with 51/year between ('04-'07)
Slide 11: Technology M&A Environment - Announced U.S. Targets
Technology M&A Environment - Announced U.S. Targets M&A Activity, Highly Correlated to U.S. GDP, Appears Poised to Accelerate Note: Includes Securities Data Corporation designated Technology Industries (e.g. Computer Related, Electronics, IT Services, Semiconductors, Software). Announced transaction
Slide 12: Dramatically Increases Investment Banking Footprint
Dramatically Increases Investment Banking Footprint Number of Offerings 2005 - 2009 M&A Transactions 2005 - 2009 # of Transactions $ Volume (M) Source: Dealogic, Capital IQ, TWP internal and SF internal. Stifel's transactions include the Capital Markets Division of Legg Mason Wood Walker, Inc. (acqu
Slide 13: Highly Complementary Investment Banking Industry Coverage
Highly Complementary Investment Banking Industry Coverage Capital Markets Activity Between 2005 - 2009 Source: Dealogic, Stifel internal and TWP internal. Includes all equity and preferred offerings. Note: Overlapping transactions include: Orbitz Worldwide (OWW), AeroVironment (AVAV), TRX (TRXI) and
Slide 14: Highly Complementary Investment Banking Industry Coverage: M&A
Highly Complementary Investment Banking Industry Coverage Completed M&A Transactions Between 2005 - 2009 For disclosed deal values only. Source: Capital IQ.
Slide 15: Creates the Largest U.S. Equity Research Platform
Creates the Largest U.S. Equity Research Platform Pro Forma U.S. Research Coverage (1) Source: Thomson Reuters rankings and research coverage as of 4/23/10 for Stifel and TWP. Rankings exclude 87 closed end funds for Stifel. 100 equities in total overlap. (2) Small Cap includes market caps less than
Slide 16: Enhances a Top Tier Sales and Trading Platform
Enhances a Top Tier Sales and Trading Platform Powerful combined research presence, with excellent sales and trading relationships across regions #11 YTD AutEx volume among investment banks on a combined basis Strong content, combined with excellent electronic trading team and products TWP relations
Slide 17: Enhances Global Wealth Management
Enhances Global Wealth Management Global Wealth Management 1,900 financial advisors TWP advisors bring deep access to Silicon Valley clients Private Equity Group Global Growth Partners: $890 million growth-oriented fund of funds Healthcare Venture Partners: $122 million device-focused venture capita
Slide 18: Coast to Coast Institutional Group Presence
Coast to Coast Institutional Group Presence Global Wealth Management Combined Institutional Group Presence TWPG SF TWPG SF
Slide 19: Stifel's Track Record in Integrating Transactions
Stifel's Track Record in Integrating Transactions: Low Risk Opportunity Successfully integrated Legg's sales and trading, research and investment banking platforms to Stifel's platform Majority of Legg Mason Investment Banking Managing Directors remain with Stifel today Achieved cost savings objecti
Slide 20: Driving Value for Stakeholders
Driving Value for Stakeholders Clients Greater access to resources of both firms Senior management and leadership provides broader platform to attract and retain talent Strong cultural fit between firms Expands services across Institutional Group and Global Wealth Management platforms Broader indust
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