Ribbon Communications Inc. · NASDAQ:RBBN
Ribbon Communications — Merger or Acquisition (November 2019)
16 slides from Ribbon Communications's merger presentation, Nov 14, 2019
Slide 1: Forward Looking Statements and Important Additional Information
Forward Looking Statements Important Additional Information Will be Filed with the SEC Ribbon Communications Inc. (“Ribbon”) will file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement of Ribbon relating to a special meeting of Ribbon’s stockholders (the “proxy
Slide 2: Ribbon and ECI Telecom to Combine
Ribbon and ECI Telecom to Combine #1 or #2 Market Share1 in Real Time Communications Leader in Network Edge Orchestration Growth Initiatives in Analytics, Security and Cloud Services Leading Packet-Optical Transport Solution Provider with Global #3 Market Share2 Well Positioned for 5G with Demand Dr
Slide 3: Strategic Rationale: A Global Software Solutions Leader in Converged Telecom/Datacom
Transaction will position Ribbon as strong player in growing packet optical market Combined company will have substantial scale and balanced global footprint Ribbon plans to jumpstart ECI’s entry into North America and Japanese markets Provides path to participate in massive 5G opportunity Transacti
Slide 4: ECI at a Glance
ECI at a Glance Founded in 1961; Headquartered in Petah Tikva, Israel Global provider of end-to-end packet-optical transport and SDN/NFV solutions for service providers, enterprises, and data center operators Diversified revenues across technologies and markets Serving 300+ customers in 85 countries
Slide 5: Further Diversifies Revenue by Geography and Solution
Further Diversifies Revenue by Geography and Solution 1Represents Ribbon audited consolidated revenue for the year ended December 31, 2018. 2Represents combination of Ribbon and ECI audited consolidated revenue for the year ended December 31, 2018. 3Ribbon standalone Other APAC revenue includes Indi
Slide 6: Proposed Merger Expected to Result in Significant TAM Expansion
Proposed Merger Expected to Result in Significant TAM Expansion $39B* Core TAM in 20221-15 * Combined Pro Forma Projected 2022 TAM. 1-15Source: See Appendix “TAM and Market Share References.” Ribbon TAM: Items 1 through 11 and modeling. ECI TAM: Items 12 through 15 and modeling. $39B Service Provide
Slide 7: Growth in ECI Packet Optical Products
Growth in ECI Packet Optical Products Substantial growth in ECI Packet Optical products since introduction ECI achieved over 100 new Packet Optical customer wins since 2016 in highly competitive global markets Large opportunity to introduce ECI Packet Optical products in North America and Japan 44%
Slide 8: $8B market opportunity by 2022 for 5G and 4G packet optical solutions
$8B market opportunity by 2022 for 5G and 4G packet optical solutions CAGR (‘19–’24) forecast to be 7.5% ECI received first 5G order in 2019 Strategic partner for optical solutions in Ericsson’s transport offering (announced September 2018) North America and Japan represent incremental market opport
Slide 9: Financial Impact and Transaction Summary
Financial Impact Transaction Summary Ribbon Communications to acquire all outstanding equity of ECI Telecom Group Ltd. Purchase consideration of 32.5 million newly issued Ribbon shares of common stock and $324 million cash Equity holders of ECI to own approximately 23% of Ribbon equity post-close $4
Slide 10: Transaction Financing and Capital Allocation
Transaction Financing and Capital Allocation $400 million new Term Debt to be borrowed at closing1 $100 million committed undrawn revolving credit facility available at closing1 Post combination of Ribbon and ECI, expected to generate annual Adjusted EBITDA in excess of $120 million Combined company
Slide 11: Proposed Combination Aligns with Ribbon's Strategy
Proposed Combination Aligns with Ribbon’s Strategy Enterprise verticals including utilities, government, defense and security across Europe and Asia Diversified US-based supplier of communications technologies; anticipated pro forma combined revenue >$900M1 with ~4,000 employees1 Market leading Comm
Slide 12: Thank you
Thank you Investor Relations Monica Gould +1 (212) 871-3927 IR@rbbn.com Lindsay Savarese +1 (212) 331-8417 IR@rbbn.com US Press Dennis Watson +1 (214) 695-2214 dwatson@rbbn.com International Press Catherine Berthier +1 (646) 741-1974 cberthier@rbbn.com Industry Analyst Relations Michael Cooper +1 (7
Slide 13: Thank you
seta err Thank you i Undsay Savarese Us Prose Dennis Watson “a ‘e) riodon a communications Catherine Bertie +1 (646) 741-1974 Industry Analyst Relations Michael Cooper +1 (708) 383-3987
Slide 14: TAM and Market Share References
TAM and Market Share References TAM & Market Share IHS Markit, Service Provider VoIP and IMS Equipment and Subscribers, (Quarterly) [TAM] (SS, SP-SBC, MGW, VAS) August 23, 2018, Edition: Q2-2018 (for the quarter ended 30 June 2018) [Market Share] (SP-SBC, MGW, VAS) May 22, 2019, Edition: Q1 2019 (fo
Slide 15: TAM and Market Share References (continued)
TAM and Market Share References (continued) TAM (SDN) IHS Markit (Informa Tech), SDN Hardware, Software and Services, (Biannually), January 28, 2019, Edition: H2-2018 (for half-year ending 30 June 2018) TAM (NFV) IHS Markit (Informa Tech), NFV Hardware, Software, and Services, (Biannually), January
Slide 16: TAM and Market Share References (continued)
TAM and Market Share References (continued) 12, 13, 14 15. 6 ‘TAM (SON) IHS Markit (Informa Tech), SDN Hardware, Software and Services, (Biannually), January 28, 2019, Edition: H2-2018 (for half-year ending 30 June 2018) TAM (NFV) IHS Markit (Informa Tech), NFV Hardware, Software, and Services, (Bia
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