OpenText Announces Acquisition of GXS Transaction Summary Presentation

Transcription

1 OpenText Announces Acquisition of GXS Transaction Summary Presentation November 5, 2013

2 Safe Harbor Statement Certain statements in this press release, including statements regarding the proposed transaction between Open Text Corporation ( OpenText or the Company ) and GXS Group, Inc. ( GXS ), the proposed financing of the transaction and expected number of common shares outstanding on completion of the transaction, the combined company s plans, objectives, expectations and intentions, leadership in the EIM industry and in B2B data integration services, creation of the largest information exchange trading network in the world and, the expected size, scope and growth of the combined company s operations and the market in which it will operate, expected synergies, as well as the expected timing and benefits of the transaction, may contain words such as could, expects, may, should, will, anticipates, believes, intends, estimates, targets, plans, envisions, seeks and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on the Company s current expectations, estimates, forecasts and projections about the proposed transaction and the operating environment, economies and markets in which the Company and GXS operate. These statements are subject to important risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. These statements reflect beliefs and assumptions which are based on the Company s and GXS s perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. In making these statements, the Company and GXS have made assumptions with respect to: the ability of the Company and GXS to achieve expected synergies and the timing of same; the ability of the Company and GXS to predict and adapt to changing customer requirements, preferences and spending patterns; the ability of the Company and GXS to protect their intellectual property; future capital expenditures, including the amount and nature thereof; trends and developments in the information technology and financial sectors and other sectors of the economy which are related to these sectors; business strategy and outlook; expansion and growth of business and operations; credit risks; anticipated acquisitions; future results being similar to historical results; expectations related to future general economic and market conditions; and other matters. The Company s and GXS s beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. The Company s beliefs and assumptions may prove to be inaccurate and consequently the Company's actual results could differ materially from the expectations set out herein. Actual results or events could differ materially from those contemplated in forward-looking statements as a result of risks and uncertainties relating to the transaction and financing thereof, including: (a) the risk that the businesses will not be integrated successfully or such integration may be more difficult, timeconsuming or costly than expected, which could result in additional demands on OpenText s resources, systems, procedures and controls, disruption of its ongoing business and diversion of management s attention from other business concerns; (b) OpenText s significantly increased levels of indebtedness as a result of the proposed transaction, which could limit OpenText s operating flexibility and opportunities; (c) OpenText s inability to complete the anticipated financing as contemplated by the commitment letter prior to the contractually required time for closing of the proposed transaction or otherwise secure favorable terms for such financing; (d) the possibility that certain assumptions with respect to GXS or the proposed transaction could prove to be inaccurate; (e) failure to receive, delays in the receipt of, or unacceptable or burdensome conditions imposed in connection with, all required regulatory approvals and the satisfaction of the closing conditions to the proposed transaction; (f) the potential failure to retain key employees of OpenText or GXS as a result of the proposed transaction or during integration of the businesses; and (g) disruptions resulting from the proposed transaction, making it more difficult to maintain business relationships. For additional information with respect to risks and other factors which could occur, see the Company s Current Report on Form 8-K filed on November 5, 2013, Annual Report on Form 10-K, including Part I, Item 1A, Risk Factors therein, Quarterly Reports on Form 10-Q, other Current Reports on Form 8-K and other securities filings with the Securities and Exchange Commission (the SEC ) (which are available at the SEC s website at and other securities regulators. Many of these factors are beyond the Company s control. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. The common shares of OpenText will only be issued pursuant to the terms of the Merger Agreement to holders of GXS capital stock that are accredited investors under the U.S. Securities Act of 1933, as amended. OpenText Confidential All Rights Reserved. 2

4 OpenText Announces Acquisition of GXS Strategic Rationale INFORMATION EXCHANGE CLOUD SERVICES ADJACENCY TECHNOLOGY New services with market leading B2B Integration and Messaging Services Global, growing managed services and SaaS applications business Marquee install base with ability to cross sell adjacent products and services GXS Trading Grid with 550,000 trading partners, 14b transaction / year INDUSTRIES MARKETS BUYERS SOFTWARE Strong focus on Financial Services, Manufacturing, CPG and Retail Stronger presence in US, Latin America, ASIA, Japan Extend EIM buyers to include Procurement and Supply Chain, Accounting & Treasury B2B Integration Gateways, and EDI/XML Translators OpenText Confidential All Rights Reserved. 4

5 EIM Platform EIM Trading Partners EIM Pillars ECM CEM BPM Discovery Developer Analytics On Premises Cloud EIM Buyers CIO CFO CMO CLO Procurement Information Exchange (IX) B2B Integration Services Managed File Transfer Secure Fax Notification & Alerts 16B+ Transactions 600K+ Trading Partners B2B Managed Services SaaS Applications EDI Network Document Capture EIM Sources ERP CRM MRP EIM Cloud On Premises EIM Community Customers Partners Vendors Suppliers ODMS Insurers 3PL Carriers Financial Institutions Finance Manufacturing Retail CPG Services Auto Government Energy & Utilities Healthcare Natural Resources ECM EIM EIM Cloud Services EIM Platform + Information Exchange + EIM Trading Partners OpenText Confidential All Rights Reserved. 5

6 Transaction Details(1) Transaction announced November 5, 2013 Purchase Price of $1.165b Purchase price is 2.4x FY12 total revenues Financing commitment of $800m of Debt, $265m Cash, $100m of Equity Targeting to onboard GXS to the OpenText operating model within 2 years Targeting to be accretive to adjusted earnings for Fiscal Year 2014 Targeting to close within 90 days of announcement Transaction is subject to customary closing conditions (1) All dollar amounts in this presentation are in U.S. Dollars unless otherwise indicated. OpenText Confidential All Rights Reserved. 6

7 About GXS Leading provider of B2B Integration Services B2B Integration market segment is estimated to be $5b by 2016 (Gartner, Competitive Landscape: Integration Brokerage Published: 26 November 2012) Global HQ in Gaithersburg, MD. EMEA HQ in Sunbury, UK. APAC HQ in Hong Kong, PRC. Latin America HQ in Sao Paolo, Brazil. Japan HQ in Tokyo. 2,889 employees in 20 countries with 40 locations serving customers in 60 countries. Marquee Customer base with over 50% of the Forbes Global 1000 FY12 Revenues of $487.5 million FY12 Adjusted EBITDA of $146.5 million* Leading B2B integration cloud - GXS Trading Grid - with over 550,000 trading partners More company information can be found on *See slide 18 for reconciliation between Non-GAAP measures to GAAP measures OpenText Confidential All Rights Reserved. 7

11 GXS Products and Services Messaging Services Managed Services B2B Software & Services Data Synchronization Description Global B2B integration platform that provides a link between internally hosted B2B gateway software platforms. Provides for the secure, automated and reliable exchange of unstructured business documents across enterprises Comprehensive B2B outsourcing service that includes all of the hardware, software and staff required to manage an entire B2B program Provides mapping and Translation, Visibility Dashboards, Business Partner Onboarding, Program Management and Error Resolution Specialized B2B integration gateways, managed file transfer, and high-performance desktop EDI translators Allows customers to deploy B2B integration gateways on their premises Catalogue service for publishing, brand, price, promotion, packaging, weight, tax and regulatory data for each global trade item ( GTIN ) Enables the exchange of product and price information between the suppliers of consumer products and the retailers that sell them Key Features Value Added Network Protocol Mediation Audit Trails Supply Chain Visibility Invoicing PO to Cash Data Quality and Compliance WEB EDI Process Administration Trading Community Enablement Customer Premise Software Connectivity Transformation Catalogs Key Advantages Established Global Presence Large scale infrastructure Highly reliable, secure and resilient platform End-to-end services across entire value chain Extensive industry expertise Successful track record of implementation for marquee clients Software designed for the unique means of the multi-enterprise B2B data flows Supports any-to-any mapping and translation Enables publish and subscribe model to help synchronize supply chains using standardized product information Source: GXS OpenText Confidential All Rights Reserved. 11

14 Diverse, Broad Base of Marquee Customers GXS customer base spans major industry verticals with leading players as customers, including over 68% of the U.S. Fortune 500 and ~50% of the Forbes Global 1000 (2) Retail Consumer Goods Financial Services Manufacturing Hi-Tech Other Key Stats Key Stats Key Stats Key Stats Key Stats Key Stats 80% of Fortune Top 20 Retailers 56% of Top 50 Global Retailers 100% of Fortune 500 Apparel 85% of Fortune Top 20 Consumer Packaged Goods (CPG) 88% of Fortune Top 50 CPG 90% of Fortune 500 CPG 85% of Fortune 500 Banking and Savings Institutions Global presence in all major banking centers worldwide Source: GXS (2) Forbes Global 1000 is an annual ranking of public companies in the world by four metrics: sales, profit, assets, and market value (reflects CY2012 list). 83% of Fortune 500 Industrial Manufacturers 80% of Top 10 Automotive OEMs 79% of Fortune 500 Aerospace & Defense 9 of Top 10 Computer OEMs 9 of Top 10 Semiconductor 8 of Top 10 Distributors Strong presence throughout Asia 70% of Fortune 500 Transportation & Logistics 67% of Fortune 500 Telecoms 80% of Fortune 500 Utilities OpenText Confidential All Rights Reserved. 14

15 Summary Proven history of acquisitions Strong strategic rationale Evolution to EIM Cloud Services Financing commitment of $800m of Debt, $265m Cash, $100m of Equity Targeting to onboard GXS to the OpenText operating model within 2 years Targeting to be accretive to adjusted earnings for Fiscal Year 2014 Targeting to close within 90 days of announcement Transaction is subject to customary closing conditions OpenText Confidential All Rights Reserved. 15

17 Appendix A Use of Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, GXS Worldwide, Inc. (the Company) provides certain financial measures that are not in accordance with U.S. GAAP (non-gaap).these non-gaap financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar non-gaap financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these non-gaap financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results. The Company uses these non-gaap financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of non-gaap financial measures are not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain non-gaap measures defined below. The Company believes the provision of supplemental non-gaap measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary non-gaap financial measures that exclude certain items from the presentation of its financial results in this presentation. The following charts provide (unaudited) reconciliations of U.S. GAAP-based financial measures to non-u.s. GAAP-based financial measures for the following periods presented: OpenText Confidential All Rights Reserved. 17

18 Reconciliation Between GAAP Net Income and Non-GAAP Adjusted EBITDA (GXS Worldwide, Inc.) GXS WORLDWIDE, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Adjusted EBITDA (In thousands) (Unaudited) Year Ended December 31 Six Months Ended June Net income (loss) ($10,149) ($1,259) ($10,027) Adjustments: Income tax expense 3,883 6,784 1,923 Interest expense, net 84,649 82,755 42,135 Depreciation and amortization* 56,485 55,680 27,525 EBITDA $ 134,868 $ 143,960 $ 61,556 Stock compensation expense Other (income) expense, net 5,129 2,237 3,739 Restructuring charges 1,542 2,469 1,219 Merger and acquisition fees Loss on disposition of assets Integration costs (1) Deferred income adjustment (2) Management fees 4,000 4,000 2,000 Total adjustments 11,606 11,250 7,540 Adjusted EBITDA $146,474 $155,210 $69,096 *Depreciation $36.983M, Amotization $19.502M (1) Integration costs represented certain incremental operating expenses associated with the integration of the Inovis business (2) Purchase accounting requires that deferred income of an acquired business be written down to fair value of the underlying obligations plus associated margin at the date of acquisition. The above information is extracted from previously reported public filings made by GXS Worldwide Inc. and Subsidiaries, in their annual and quarterly reports filed under forms 10K/Q. OpenText Confidential All Rights Reserved. 18