Itron, Inc. · NASDAQ:ITRI
Itron — Merger or Acquisition (September 2017)
16 slides from Itron's merger presentation, Sep 19, 2017
Slide 1: Itron to Acquire Silver Spring Networks
SEPTEMBER 18, 2017 Itron to Acquire Silver Spring Networks Philip Mezey, President and Chief Executive Officer Tom Deitrich, Executive Vice President and Chief Operating Officer Joan Hooper, Senior Vice President and Chief Financial Officer Barbara Doyle, Vice President - Investor Relations Exhibit
Slide 2: Forward looking statements
Forward looking statements Statements in this communication that are not historical facts, including statements about beliefs, plans and expectations are forward-looking statements. Statements that include words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “
Slide 3: Transaction Highlights
~$470 billion IoT market opportunity1 Leading partner to utilities and cities delivering smart solutions >90 million smart endpoints deployed1 Accelerates revenue growth, Accretive to non-GAAP EPS and adjusted EBITDA margin in 2019 ~$50 million of cost synergies Source: Itron management analysis, 20
Slide 4: Transaction Summary
TRANSACTION SUMMARY Itron Acquires Silver Spring | Itron to acquire all outstanding shares of Silver Spring for $16.25 per share in cash. Transaction valued at $830 million, net of $118 million of cash Itron will assume or pay out unvested equity awards currently valued up to approximately $55 milli
Slide 5: Compelling Strategic and Financial Benefits
Itron Acquires Silver Spring | Critical Solutions for Customers Creates leading platform for critical infrastructure within utilities, smart cities and the broader industrial IoT sector Utilizes scale & synergies for greater customer efficiencies Provides open, standards-based platform with broad pa
Slide 6: Silver Spring Networks Overview
Silver Spring Networks Overview Itron Acquires Silver Spring | BUSINESS OVERVIEW Founded in 2002, Silver Spring Networks, Inc. (NYSE: SSNI) enables the Internet of Important Things™ by reliably and securely connecting things that matter Leading utilities and major cities around the world rely on Sil
Slide 7: Complementary combined solutions
Itron Acquires Silver Spring | Complementary combined solutions Significant benefits to customers Robust partner ecosystem Industrial IoT applications Distribution automation Metering & sensing devices Distributed energy management Open-standards networking Combined utility & smart city deployments
Slide 8: Active grid business opportunity
Active grid Business opportunity Itron Acquires Silver Spring | CAGR % (2016-2018) North America ($4.2 Billion in 2016) Europe / Middle East / Africa ($4.8 Billion in 2016) Asia / Pacific ($5.7 Billion in 2016) Latin America ($0.9 Billion in 2016) Outcomes + Analytics + Orchestration ($2.5 Billion G
Slide 9: Better positioned for attractive opportunities
Better positioned for attractive opportunities Itron Acquires Silver Spring | >90 million combined global smart endpoints Combined industry use-case expertise Accelerate delivery of solutions and services Broad ecosystem of partners for smart utilities and smart cities increase value to customers We
Slide 10: Key Financial terms and Leverage at close
Key Financial terms and Leverage at close Includes $50 million of run-rate cost synergies. Assumes transaction close at year-end 2017. Acquisition funding will be ~$750 million of fully committed incremental long-term debt Itron anticipates leverage to fall below 2.0x within 2 years of closing As of
Slide 11: How Silver Spring helps achieve our objectives
How Silver Spring helps achieve our objectives Itron Acquires Silver Spring | STATED OBJECTIVES: HOW SILVER SPRING FITS: Mid-teens EBITDA margin target Improve business and financial predictability Increase mix of higher-value business Achieve greater operational efficiencies Drive profitable top-li
Slide 12: Better together: Critical solutions for customers
Better together: Critical solutions for customers. Faster growth. Enhanced profitability. Itron Acquires Silver Spring | Robust partner ecosystem Industrial IoT applications Distribution automation Metering & sensing devices Distributed energy management Open-standards networking Combined utility &
Slide 13: Non-GAAP financial measures
non-gaap financial measures To supplement our consolidated financial statements presented in accordance with GAAP, we use certain non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA, constant currenc
Slide 14: Important Additional Information & Where to Find It
Important Additional Information & Where to Find It This communication relates to the proposed merger transaction in which Itron will acquire Silver Spring Networks. In connection with the proposed transaction, Itron and Silver Spring intend to file relevant materials with the SEC, including Silver
Slide 15: Certain Participants in the Solicitation
Certain Participants in the Solicitation Itron, Silver Spring Networks and certain of their directors, officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Silver Spring in connection with the proposed transaction. Information about the pers
Slide 16: Investor Relations Contacts
INVESTOR RELATIONS CONTACTS THANK YOU Barbara Doyle, Vice President - Investor Relations 509-891-3443 barbara.doyle@itron.com Rebecca Hussey Program Manager, Investor Relations 509-891-3574 rebecca.hussey@itron.com