Mercury Systems Inc · NASDAQ:MRCY

Mercury Systems — Merger or Acquisition (December 2017)

10 slides from Mercury Systems's merger presentation, Dec 21, 2017

  1. Slide 1: Proposed Acquisition of Themis Computer

    © 2017 Mercury Systems, Inc. Proposed Acquisition of Themis Computer December 21, 2017

  2. Slide 2: Forward-looking safe harbor statement

    2 © 2017 Mercury Systems, Inc. Forward-looking safe harbor statement This presentation contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the acquisition described herein. You can identify these st

  3. Slide 3: Agenda

    3 © 2017 Mercury Systems, Inc. © 2017 Mercury Systems, Inc. Agenda • Transaction overview • Acquisition strategic rationale • Review of acquired businesses • Financial summary

  4. Slide 4: Transaction overview

    4 © 2017 Mercury Systems, Inc. Transaction overview Acquiring Themis Computer – a high-growth company specializing in C4I applications Strong organic growth driven by established positions on well-funded programs Delivers growth with strong profitability and cash flows Acquired business ~$57 mm esti

  5. Slide 5: Acquisition strategic rationale

    5 © 2017 Mercury Systems, Inc. • Creates platform to further penetrate C4I market organically and through future acquisitions • Strengthens Mercury’s position in rugged server market as well as small and custom form factor computers • Significantly enhances ability to offer tactical cloud solutions,

  6. Slide 6: Company snapshot

    6 © 2017 Mercury Systems, Inc. Company snapshot Description • Leader in the design, manufacture and integration of commercial, SWaP-optimized rugged servers, computers and storage systems for U.S. and international defense programs • Products are used in C4I applications for key ground programs and

  7. Slide 7: Continued market expansion in line with strategy

    7 © 2017 Mercury Systems, Inc. Continued market expansion in line with strategy Aerospace & Defense Platform and Systems Electronics Content C4I Sensor & Effector Mission Systems Platform & Mission Mgmt C2I Comms EW Radar EO/IR Acoustics Weapons Avionics / Vetronics Command & Control / Battle Manage

  8. Slide 8: Consistent with past M&A transactions

    8 © 2017 Mercury Systems, Inc. Consistent with past M&A transactions Acquisition Close Date Jan 2011 Dec 2011 Aug 2012 Dec 2015 May 2016 Nov 2016 Apr 2017 Jul 2017 Q3 FY18** Size $31mm $70mm $75mm $10mm $300mm $39mm $40.5mm Not Reported $180mm Strong Strategic Rationale          Expand Addr

  9. Slide 9: Financial summary

    9 © 2017 Mercury Systems, Inc. Financial summary • $180 million purchase price • ~13x 12/31/17E pro-forma LTM adjusted EBITDA, pre-synergies • Estimated ~ 1 million of run-rate cost synergies Purchase Price Attractive Financial Profile • Strong historical and projected revenue growth • Aligned with

  10. Slide 10: Summary

    10 © 2017 Mercury Systems, Inc. • Platform acquisition aligned with C4I market penetration strategy • Access to new customers and programs • Opportunities for cost and revenue synergies • Accretive to Adj. EPS and aligned with Adj. EBITDA margin target • Leverages balance sheet at low cost of capita

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