Presentation Transcript

1. Project Aardvark

   Presentation to the Board of Directors January 29, 2010
2. Table Of Contents Executive Summary 3 Aardvark Valuation 5 Potential Acquisitions 11 Process Recommendations 16 Appendix 19
3. Executive Summary
4. Executive Summary As of January 29, 2010, Aardvark’s share price and valuation are at all-time highs, having more than doubled since early 2009 As Aardvark’s stock price has soared in value, it has also generated over $35B in cash & cash-equivalents As Aardvark’s cash balance grows, it is likely to face shareholder pressure to re-invest the cash in its business and to make significant acquisitions Given Aardvark’s strong currency and cash balance, it could easily make several “tuck-in” acquisitions – or larger-scale acquisitions to acquire customers Such a strategy would allow Aardvark to capture more of the smartphone, laptop, and desktop markets, and significantly improve its software offerings Given Aardvark’s cash position, such acquisitions could be made with 100% cash – or in the case of a larger deal, stock could also be used
5. Aardvark Valuation
6. Valuation Summary Aardvark’s current share price of $192.61 far exceeds the value implied by comparable public companies Recent comparable transactions show higher implied valuation ranges due to flurry of consolidation and hardware M&A activity over 2009 Discounted Cash Flow Analysis under base-case assumptions shows implied valuation on-par with Aardvark’s current share price, implying that share price is justified All valuation analysis is based on “base-case” financial projections in line with Wall Street analyst expectations Given Aardvark’s cash balance and high valuation multiples vs. similar public companies, few competitors are well-positioned to make substantial acquisitions
7. Aardvark Valuation Summary
8. Aardvark Comparable Public Companies Comparable Public Companies – Operating Metrics 39% 45.0% 40.0% 31% 35.0% 29% 30.0% 25% 25.0% 22% 20.0% 18% 2010E Revenue Growth 15.0% 14% 10.0% 5.0% 2009A EBITDA Margin 8% 0.0% 8% 4% 7% (5.0%) (6%) (10.0%) Comparable Public Companies – Valuation Multiples 14.0 x 11.5 x 12.0 x 10.7 x 10.6 x 10.0 x 8.6 x 8.4 x 7.6 x 7.3 x 8.0 x 6.8 x 2009 EBITDA Multiple 5.5 x 5.1 x 6.0 x 4.4 x 2010E EBITDA Multiple 3.7 x 4.0 x 2.0 x 0.0 x
9. Aardvark Precedent Transactions
10. Aardvark Discounted Cash Flow Analysis DCF Assumptions: Discount Rate: 12.5% Terminal EBITDA Multiple: 7.0 x Model Uses “Base Case” Financial Projections Mid-Year Convention Used For PV Of Cash Flows
11. Potential Acquisitions
12. Potential Acquisitions Given Aardvark’s large cash balance, it could make a wide variety of acquisitions – ranging from small “tuck-in” deals to acquire technology and IP to larger deals driven by customer or market share acquisition Tier 1 Potential Acquisitions “Tier 1” acquisition candidates are worth over $1 billion and would significantly boost Aardvark’s market share or result in substantial revenue or cost synergies Leading candidates include ARM, for its chipset technology and integration with Aardvark’s existing products, and Research in Motion – to capture additional share in the corporate smartphone market Tier 2 Potential Acquisitions “Tier 2” acquisition candidates are worth less than $1 billion and would enhance Aardvark’s core technology and fill in gaps in existing products Potential acquisitions include specialized chipset and semiconductor companies as well as Web 2.0, social media, and mobile software companies
13. Potential Acquisition Candidates Tier 1 Acquisition Candidates Tier 2 Acquisition Candidates
14. Company Profile: ARM ARM Holdings is a supplier of semiconductor intellectual property and components of digital electronic products. It designs and licenses intellectual property rather than manufacturing and selling semiconductor chips, and it licenses its IP to a wide network of hardware, mobile, and networking companies. It also provides tools to optimize system-on-chip designs. Management Team: Warren East CEO Tudor Brown President Graham Budd COO Mike Muller CTO Tim Score CFO John Cornish EVP, Systems Ian Drew EVP, Marketing Antonio Viana EVP, Sales ARM Holdings Headquarters: Cambridge, UK Employees: 1700 Founded: 1990 Financial Information: Market Cap: $2.5B Cash: $204M 2009 Revenue: $490M 2009 EPS: $7.85 2010E Revenue: $531M 2010E EPS: $10.97 Products: Processors – ARM provides 32-bit embedded microprocessors based on a common architecture that delivers high-performance, power efficiency, and reduced system cost. System IP – Serves as the connection between processors, memory, and peripherals to ensure optimum performance. Multimedia –ARM provides graphics processors that enable embedded graphics, audio, and video applications. Physical IP – Provides SoC integrated circuits and logic, embedded memory, and interface IP. Tools – ARM subsidiaries provide compilers, debuggers, simulators, and other optimization tools for a wide variety of chip and processor families. Key Partners: Electronic Arts, LSI Logic, Microsoft, National Semiconductor, Nokia, NVIDIA, Rambus, Real Networks, Samsung, and Toshiba.
15. Company Profile: Research In Motion Research In Motion designs the BlackBerry smartphone and creates solutions for the worldwide mobile communications market, including a variety of software for the BlackBerry device. In addition to its line of BlackBerry devices, the company also provides enterprise server software to support businesses using the device. Management Team: Jim Balsillie Co-CEO Mike Lazaridis Co-CEO Don Morrison COO Robin Bienfait CIO Brian Bidulka CFO David Yach CTO Research In Motion Headquarters: Waterloo, ON Employees: 12,000 Founded: 1984 Financial Information: Market Cap: $36B Cash: $2.5B 2009 Revenue: $13B 2009 EPS: $3.70 2010E Revenue: $17B 2010E EPS: $5.03 Products: BlackBerry Pearl 3G – Provides Trackpad and dedicated media keys as well as SureType technology and 3G network support. BlackBerry Bold – Provides extended battery life as well as GPS, Wi-Fi, and 3G network support. BlackBerry Curve 8500 – Includes Trackpad and dedicated media keys, easy media sharing, and 2.0 MP camera. BlackBerry Tour 9630 –Provides GPS, worldwide compatibility, and 3.2 MP camera. BlackBerry Storm – Features Wi-Fi, SurePress technology, and 3G network support. BlackBerry Curve 8900 – Features thin, lightweight design as well as GPS and Wi-Fi support and 3.2 MP camera. Key Partners: AT&T, Brightstar, Digital China, GPXS, Hewlett-Packard, IBM, Skype, Sprint, Tata Indicom, T-Mobile, Verizon, Virgin, and Vodafone,
16. Process Recommendations
17. Key Recommendations We recommend engaging in targeted discussions with the Tier 1 acquisition candidates and assessing their receptiveness to M&A discussions At the same time, Goldman Stanley will reach out to Tier 2 candidates and introduce Aardvark as a potential acquirer M&A process with Tier 1 candidates will take significantly longer due to the scale of the companies, so we recommend conducting both processes simultaneously Depending on responses from Tier 1 and Tier 2 candidates, Goldman Stanley and Aardvark may do additional research to determine other potential acquisitions and then approach them
18. Process Recommendation Targeted Discussions + Broader Search Specialized Negotiations With One Party Highly Targeted Process Broad M&A Process BroadMarketing RECOMMENDED Combination of targeted discussions plus broader search conducted in background maximizes success probability and minimizes disruption to Aardvark Additional parties contacted depend on responsiveness of Tier 1 and Tier 2 companies Interested parties would sign NDAs and then proceed into due diligence and valuation discussions with Aardvark
19. Appendix
20. Aardvark Projected Income Statement
21. Aardvark Comparable Public Companies
22. Aardvark DCF Analysis – WACC Calculation