Neogenomics, Inc. · NASDAQ:NEO
Neogenomics — Merger or Acquisition (October 2015)
20 slides from Neogenomics's merger presentation, Oct 21, 2015
Slide 1: Special Investor Presentation: Acquisition of Clarient
Special Investor Presentation October 21, 2015 Acquisition of Exhibit 99.2
Slide 2: Forward-looking Statements
Forward-looking Statements This presentation contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act, as amended; Section 21E of the Securities Exchange Act of 1934; and the Private Securities Litigation Reform Act of 1995. The words “m
Slide 3: Transaction Background
Transaction Background NeoGenomics’ long-standing Vision and Strategy: Vision: to become America’s premier cancer testing laboratory Key Strategic Elements High-quality and low-cost provider. Growth by market share gains as “one-stop-shop” for cancer genetic testing. Innovate aggressively to advance
Slide 4: Clarient Overview
Core business focused on IHC, Flow, FISH, Cytogenetics and Molecular tests National reach with focused on both independent and hospital pathologists Consistently strong growth - early development to late stage testing > 90 projects in process for >30 customers Clarient Overview IHC/Digital Pathology
Slide 5: Consistent with NeoGenomics' Acquisition Strategy
Consistent with NeoGenomics’ Acquisition Strategy NEO Focus – Upper right hand quadrant Synergistic Deals High High Low Market Growth Technologies Clarient Attributes Technology leader High growth (clinical trials) Revenue scale Nationwide presence Complementary footprint Geographic proximity Ongoin
Slide 6: Strategic Rationale
Strategic Rationale Opportunity to be the low-cost provider in each key laboratory discipline. Ability to better balance clinical product portfolio and reduce risk profile from concentration in any one particular product line. Enhance capability to develop a meaningful business in clinical trials. C
Slide 7: Key Benefits
Key Benefits Synergy potential of $20mm - $30mm/year within 3-5 year Laboratory, Purchasing, Cross-selling, etc. East Coast/West Coast labs Combine Irvine and Aliso Viejo Low cost position in every testing discipline FISH, Flow, Cytogenetics, IHC, Digital Pathology, Molecular Leadership in hematolog
Slide 8: Clinical Trials - BioPharma
Clinical Trials - BioPharma A rapidly growing part of Clarient’s business and a fantastic opportunity . . . Over $20mm/yr in current business Strong relationships with several leading Pharmaceutical firms PDL1 22C3 – FDA Approved companion diagnostic for Keytruda Continued push into Companion Dx and
Slide 9: Revenue Synergies – Cross Selling
Revenue Synergies – Cross Selling - World Class Molecular Testing Menu - NeoTYPE Panels - Extensive Tech-only Service Offering - Excellence in Heme Laboratory Testing - Leading growth-oriented Sales & Mkting Team - Industry Leading Digital Pathology Platform - Strong capabilities in IHC/Histology -
Slide 10: Growth – Expanded Geographic Coverage
Growth – Expanded Geographic Coverage NEO Field Sales Representation (27) Clarient Field Sales Representation (27) Does Not Include Sales Management or Managed Care
Slide 11: Accelerates NEO Strategic Priorities
Accelerates NEO Strategic Priorities Leverage new products across broader range of clients GE Partnership to drive new opportunities Significant Clinical Trials business Better Balance in mix of product lines Doubles scale to become Low Cost Provider $20-$30 cost synergies Positions NEO with stronge
Slide 12: Purchase Price Components
Purchase Price Components $80 MM Cash $15 MM – NEO cash from balance sheet $10 MM – New, 5-year $25mm revolver $55 MM – New, 5-year Term Loan $110 MM of Series A Redeemable Preferred Stock Issued at $7.50 per share Redeemable by NEO at any time at the issue price plus accrued PIK dividends Up to $10
Slide 13: Recent Financial Information
Recent Financial Information * Excludes intangible impairments Pro Forma Adjusted EBITDA includes adjustments to reflect the business being acquired. (Dollars in Millions)
Slide 14: 2016 Combined Pro Forma Revenue Bridge
2016 - Combined Pro Forma Revenue Bridge(1) (1) Preliminary Estimate - Subject to further refinements after close We estimate Combined Company revenue of approx. $245mm in 2016… NEO estimates net positive price adjustments of $4mm plus at least $15mm of growth in core business. We estimate Revenue D
Slide 15: 2016 Pro Forma Adjusted EBITDA Bridge
2016 Pro Forma Adjusted EBITDA Bridge (1) NEO expects to realize significant EBITDA growth and cost synergies in 2016 and beyond as a result of efficiencies gained through the combination with Clarient The 2016 PF Adjusted EBITDA bridge conservatively estimates a $3mm reduction to Adjusted EBITDA as
Slide 16: Implied Transaction Valuation & Revenue Multiple
Implied Transaction Valuation & Revenue Multiple
Slide 17: NeoGenomics Emerging Vision and Goals
NeoGenomics Emerging Vision and Goals Leadership Goals: Leading specialized, high-growth, high-technology, “precision medicine” testing and information company. Financial Performance Goals: Consistent and sustainable double-digit revenue growth. Clinical Trials > 15% of revenue. Adjusted EBITDA marg
Slide 18: Appendix
oe Appendix & § NeoGenomics, Inc. S32 CLARIENT GE Healthcare Company Appendix ($)Neocenomics Inc. 18
Slide 19: Clarient Test Volume and Average Unit Price
Clarient Test Volume and Average Unit Price 2015 data is a preliminary estimate. AUP data is for clinical tests only.
Slide 20: Clarient Revenue and Payer Mix in 2014
Clarient Revenue and Payer Mix in 2014