Cpi International — Merger or Acquisition (May 2010)
9 slides from Cpi International's merger presentation, May 10, 2010
Slide 1: Comtech to Acquire CPI for $472.3 Million in a Strategic and Accretive Transaction
Comtech to Acquire CPI for $472.3 Million in a Strategic and Accretive Transaction Expands One-Stop Shopping Approach for RF Microwave Products and Provides Immediate Customer and Product Diversification May 10, 2010 Filed by Comtech Telecommunications Corp.Pursuant to Rule 425 of the Securities Act
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking StatementsCertain information in this presentation contains forward-looking statements, including but not limited to, information relating to Comtech Telecommunications Corp.'s ("Comtech" or the "Company") future performance and financial condition, pla
Slide 3: Overview
3 Overview On a pro forma basis, and excluding the impact of any additional acquisitions, Comtech is anticipated to have between $150.0 million and $200.0 million of deployable cash and have access to its $100.0 million unsecured revolving credit facility TransactionFor each share of CPI common stoc
Slide 4: Key Strategic Benefits of the Transaction
4 Key Strategic Benefits of the Transaction Extends Comtech's One-Stop Shopping Approach for RF Microwave Products + Strategic BenefitsAlmost triples the size of Comtech's RF microwave amplifier segment and is anticipated to generate over $50.0 million of EBITDA on an annual basisImmediately establi
Slide 5: CPI Provides Comtech with Immediate Customer and Product Diversification
5 CPI's sales and EBITDA were $338.5 million and $56.4 million, respectively, for its last four fiscal quarters ended January 1, 2010 CPI Provides Comtech with Immediate Customer and Product Diversification Comtech Standalone % of Total Revenue (1) Telecom Transmission Mobile Data RF Amplifiers % of
Slide 6: Expands Comtech's One-Stop Shop Approach for RF Microwave Products
6 Expands Comtech's One-Stop Shop Approach for RF Microwave Products Radar/Electronic Warfare Medical Industrial Communications Scientific CPI's radio frequency, microwave and power processing products add a new dimension to Comtech's product offerings
Slide 7: CPI's "FLAPS" Technology Opens an Exciting New Growth Market
7 CPI's "FLAPS" Technology Opens an Exciting New Growth Market "FLAPS" Technology Was Acquired By CPI Only A Few Years Ago Working Closely with Tier 1 Prime Contractors We Believe Comtech Can Accelerate FLAPS Adoption by Military Customers Flat Parabolic Surface ("FLAPS") Based Antenna Technology We
Slide 8: Acquisition Expected to be Accretive
8 Acquisition Expected to be Accretive Year 1 Synergies Are Expected to Range from $1.0 to $2.0 millionYear 2 Synergies Are Expected to Range from $5.0 to $7.0 million Acquisition Brings Over $50.0 Million of EBITDA to Comtech Plus Expected Cost Savings Excluding the impact of amortization of intang
Slide 9: Additional Details on Transaction Structure and Explanation of Collar
9 Additional Details on Transaction Structure and Explanation of Collar DescriptionTotal consideration per share consists of a combination of cash and stockCash component fixed at $9.00 per shareStock component subject to a collarThe total price per share is $16.40 based on Comtech's closing stock p