Hill-Rom — Merger or Acquisition (September 2021)
26 slides from Hill-Rom's merger presentation, Sep 2, 2021
Slide 1: Acquisition of Hillrom
Acquisition of September 2, 2021
Slide 2: Baxter Forward-Looking Statements
Baxter Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the PrivateSecurities Litigation Reform Act of 1995, each as amended, concerning Baxter’s f
Slide 3: Hillrom Forward-Looking Statements
Hillrom Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic conditions, our financial condition, results of operations, cash flows and business
Slide 4: Use of Non-GAAP Financial Measures
Use of Non-GAAP Financial Measures In this presentation, the company is disclosing certain non-GAAP financial measures which are presented on a standalone basis for Baxter and in some cases on a pro formabasis including Hillrom. These non-GAAP financial measures are not in accordance with generally
Slide 5: Today's speakers
Today’s speakers James (Jay) SaccaroExecutive Vice President and Chief Financial Officer 2 John P. GroetelaarsPresident and Chief Executive Officer José (Joe) E. AlmeidaChairman, President and Chief Executive Officer
Slide 6: Accelerating our Shared Vision to Transform Healthcare
Advancing patient care and increasing stakeholder value through expanded reach, high-impact innovation and digital enablement 2 Accelerating our Shared Vision to Transform Healthcare
Slide 7: Baxter at a glance
Baxter at a glance 7 Established leadership position across portfolio Leadership Optimizing resources across portfolio Global Opportunity Digital Transformation 2020 Revenue by Business1 Global Category Size & Growth2 Pharmaceuticals Medication Delivery Renal Care TotalBiopharma Solutions Acute Ther
Slide 8: The Baxter journey
The Baxter journey 8 2016–2017:A Fresh Start 2018–2020:Building the Foundation 2021 and Beyond:Accelerating TransformationUnlocking innovation across the care continuum through digital transformationIntensified focus on entering adjacencies through organic innovation and business development initiat
Slide 9: Hillrom at a glance
Hillrom at a glance1 9 Global medical technology leader with a diversified portfolio Shifting focus to higher-growth categories Leadership Global Opportunity 2020 Revenue by Business2 Global Category Size & Growth3 15% – 20% 5% – 7% 4% – 6% 4% – 5% 1% – 3% TAM: $40B+ WAMGR: 5%+ $4B+ $6B+ $6B+ $12B+
Slide 10: Hillrom's transformation
Hillrom’s transformation1 10 Portfolio evolution and innovation driving non-capital revenue mix growth Connected Care Strategy Revenue Mix Shift Offering connected care solutions to address pain points220%+Connected Care 2021 ExpectedRevenue Growth FY 2018 FY 2021 Outlook1Fiscal year ended 9/30/2020
Slide 11: A strategic and complementary combination
A strategic and complementary combination Shared vision to transform healthcare by improving clinical outcomes through accelerated product and digital innovation across the care continuum and care settingsExpanded reach brings our combined portfolio of products and solutions to evenmore patients and
Slide 12: Shared vision to transform healthcare
Shared vision to transform healthcare Baxter Smart Pumps Progressa® Bed Voalte® Platform Baxter Smart Pumps AMIA PD Cycler w/ Sharesource Voalte® Platform Welch Allyn® VitalSigns Monitors Smart+ Beds Life2000® Ventilator Enhance clinical outcomes and efficiencies through product and digital innovati
Slide 13: Expanded reach of complementary portfolios
$2.9B Expanded reach of complementary portfolios 13 Hillrom Sales by Geography1 Baxter Sales by Geography1 1BAX: Fiscal year ended 12/31/2020; HRC: Fiscal year ended 09/30/2020. 2Pro forma amounts as presented on this slide represent the combined results of Baxter for its fiscal year ended 12/31/202
Slide 14: A combined company that will attract and inspire talent
A combined company that will attract and inspire talent 14 Unique opportunity to help shape Baxter’s strategy, position and solutions withinthe hospital and alternate sites of care Mission to save and sustain lives, and improve care and patient outcomes Ethics and compliance in all that we do Patien
Slide 15: Meaningful value creation opportunity
Meaningful value creation opportunity1 15 2020 Pro Forma Financials2 $14.6BSales $3.3BAdjusted EBITDA $1.6BFree Cash Flow ~$250MCost Synergies by Year 3 post closeWith additional opportunities thereafter ~4.2xNet Leverageat Closing Cost SynergiesBack-office optimization & other G&A savingsManufactur
Slide 16: Baxter long-term standalone financial outlook
Baxter long-term standalone financial outlook1 16 BAX Standalone Outlook 2021 – 2024Financial OutlookSales Growth2CAGR 4% - 5% Adjusted OperatingMargin Expansion 50+ bps annually300+ bps 2021-2024 Adjusted Diluted EPSCAGR Low Double Digits Free Cash FlowConversion3 80%+ Baxter standalone outlook doe
Slide 17: Transaction summary
Transaction summary 21 Acquisition of 100% of outstanding Hillrom shares for$156.00 per share in cashRepresents an equity value of $10.5 billion and enterprise value of $12.4 billion26% premium to unaffected stock price as of July 27, 2021Assumption / repayment of all outstanding Hillrom debt Timing
Slide 18: Meaningful value creation opportunity
Meaningful value creation opportunity 21 Robust ShareholderReturns Cost Synergies Scale & Growth A stronger partner for our customers with broadened product and service offering globallyMultiple opportunities to expand WAMGR and accelerate growth through an increased presence across connected care,
Slide 19: Well-positioned for successful integration
Well-positioned for successful integration 21 Baxter has an established track record in business optimization with >$1.0B in annual savings realized since 2015; plan to implement a similar strategy to realize the significant cost savings opportunity Focus of synergy realization will be on minimizing
Slide 20: Driving compelling value for all stakeholders
Driving compelling value for all stakeholders Our Patients and ProvidersCombining complementary portfolios with connected care offerings to improve patient outcomes and enhance economic value Our PeopleUniting talented, diverse employees who have the skills and passion to shape the future of the hea
Slide 21: Save and Sustain Lives
Save and Sustain Lives Advancing our Mission 21
Slide 22: Acquisition of Hillrom Non-GAAP Reconciliations
Acquisition of Non-GAAP Reconciliations September 2, 2021
Slide 23: Reconciliation: Baxter Net Sales to Pro Forma Net Sales
Reconciliation of Non-GAAP Financial MeasureBaxter Net Sales to Pro Forma1 Net Sales for the Year Ended December 31, 2020 (in millions) 1 Pro forma amounts as presented in this slide represent the combined results of Baxter and Hillrom and are not intended to represent pro forma financial informatio
Slide 24: Reconciliation: Baxter Net Income to Pro Forma Adjusted EBITDA
Reconciliation of Non-GAAP Financial MeasureBaxter Net Income to Pro Forma1 Adjusted EBITDA for the Year Ended For more information on the company's use of non-GAAP financial measures in this presentation, please see the company's Current Report on Form 8-K filed with the Securities and Exchange Com
Slide 25: Reconciliation: Cash Flows From Operations to Pro Forma Free Cash Flow
Reconciliation of Non-GAAP Financial MeasureBaxter Cash Flows From Operations to Pro Forma1 Free Cash Flow for the Year Ended December 31, 2020 2 The cash flows of Hillrom, which has a September 30 fiscal year end, are presented in this slide on a TTM basis for the period ended December 31, 2020. Fo
Slide 26: Acquisition of Hillrom
Acquisition of September 2, 2021
Hill-Rom Holdings — Merger or Acquisition (September 2021) on 6ix