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Investor Information
Presentation
2
Disclaimer
The materials contained in this announcement are neither an offer to purchase nor a solicitation of an offer to sell shares of Amazys and is not a substitute for the prospectus and proxy statement and other documents that X-Rite will file with the SEC. At the time the expected exchange offer is commenced, X-Rite will file exchange offer materials and other documents with the U.S. Securities and Exchange Commission (“SEC”), including a prospectus in an S-4 Registration Statement, and will also file exchange offer materials with the Swiss Takeover Board. The exchange offer materials will contain important information, which should be read carefully before any decision is made with respect to the exchange offer. The exchange offer materials and certain other offer documents will be made available to all stockholders of Amazys at no expense to them. The exchange offer materials will also be available for free at the SEC's website at www.sec.gov. Amazys stockholders are urged to read the relevant exchange offer documents when they become available, as well as any amendments or supplements to those documents, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares.
In addition, the issuance of X-Rite common stock in connection in connection with the proposed transaction will be submitted to X-Rite shareholders for their consideration, and X-Rite will file with the SEC a proxy statement to be used by X-Rite to solicit its shareholders' approval of the proposed issuance of stock, as well as other relevant documents concerning the proposed transaction. The definitive proxy statement will be sent to the shareholders of X-Rite seeking their approval of the proposed issuance of stock. You will be able to obtain a free copy of the proxy statement, as well as other filings containing information about X-Rite, at the SEC's Internet site (http://www.sec.gov). Shareholders of X-Rite are urged to read the proxy statement regarding the proposed issuance of stock and any other relevant documents filed with the SEC when they become available, as well as any amendments or supplements to those documents, because they will contain important information.
X-Rite and its directors, officers and other members of its management and employees also may be soliciting proxies from X-Rite stockholders in connection with the vote of X-Rite shareholders referenced above. Information regarding those participants will be included in Part III of the Company's Annual Report on Form 10-K for the 2005 fiscal year of the company. Copies of this filing will be available at the SEC's website. Additional information regarding the interests of those participants may be obtained by reading the proxy statement regarding the proposed transaction when it becomes available.
Copies of the proxy statement and the SEC filings of X-Rite that will be incorporated by reference in the proxy statement and the registration statement can also be obtained when available, without charge, by directing a request to: Barb Linderman at [email protected].
3
Disclaimer
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the information contained in this release.
Safe Harbor StatementThese materials contain forward-looking statements based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “model,” and “seeks” or the negative of such terms or other variations on such terms or comparable terminology. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, the risk that X-Rite’s and Amazys’ businesses will not be integrated successfully; the challenges of integration and restructuring associated with the transaction or other acquisitions, and the challenges of achieving anticipated synergies; costs related to the transaction; the failure of the X-Rite shareholders to approve the issuance of common stock in connection with the transaction; the possibility that the market for the sale of certain products and services may not develop as expected; X-Rite’s ability to manage its international operations; the risk that the process of reconciling Amazys financial information to U.S. GAAP could result in changes to Amazys’ financial statements that adversely impact the X-Rite’s pro forma estimates regarding the transaction; the existence or enactment of adverse U.S. and foreign government regulation; the risk that the development of products and services may not proceed as planned; adverse general domestic and international economic conditions including interest rate and currency exchange rate fluctuations; the difficulty of efficiently managing the company’s cost structure for capital expenditures, materials and overhead, as well as operating expenses such as wages and benefits due to the vertical integration of the company’s manufacturing processes; the possibility that the transaction or other contemplated acquisitions may not close; the impact of competitive products or technologies and competitive pricing pressures; potential business disruptions; the economic downturn in the U.S. economy; and other risks that are described from time to time in X-Rite's Securities and Exchange Commission reports. Readers of this information are cautioned not to place undue reliance on these forward-looking statements, since, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in these materials. We undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
4
Disclaimer
Non-GAAP Financial Measures
In addition to the results reported in accordance with generally accepted accounting principles (GAAP) within this presentation, X-Rite may reference certain information, which is considered non-GAAP financial measures. Management believes that these non-GAAP financial measures are useful to both management and its investors in their analysis of the Company's underlying business and operating performance. Management also uses this information for operational planning and decision-making purposes. Non-GAAP financial measures should not be considered a substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by X-Rite may not be comparable to similarly titled measures reported by other companies.
5
Discussion Topics
Industry and Company Overview
Amazys Acquisition
Financial Information and Key Management
Industry Overview
7
What is the Color Industry?
Solutions across workflows that: Capture color data – sensor
Manage color information – software + database
Deliver enhanced value through cost reductions, quality enhancements and speed to market
Color is everywhere – touches 90% of the physical world Paint matching at Home Depot
Shade matching for teeth at dentist
Color quality for photographic prints
Color QC for plastics, textiles, etc.
Color consistency for WSJPaint matching in auto refinishing
8
Overview of the Size of Color Markets
Traditional$500M to $1 Billion
3–5% growth
UniverseLarge and Expanding
New and Emerging$1 Billion–$1.5 Billion
6–8% growth
Consumer Color, Enterprise Color Management
Universe: Where color market will go as technology becomes more affordable.
New and Emerging: Companies with internal color solutions or in color market space as a non-competitor.
Traditional: Current color market competitors
9
Industry Overview
($ in millions) Headquarters 2005 Sales Market Share
USA $130.9 13.1%
Switzerland 115.0 11.5
Switzerland 64.1 6.4
Japan 40.0 4.0
Germany 35.0 3.5
Total Top 5 Sales $385.0 38.5%
Estimated Market Size $1,000.0 100.0%
Global Colormetrics Companies
(Amazys)
Company Overview
11
Company Overview
Founded 1958 1915
Headquarters Grandville, MI Regensdorf, Switzerland
Employees ~650 ~400
Patents and applications 120+ 100+
Products and SKUs 5,000+ 3,000+
Customers 4,000+ 3,500+
Enterprise Value2 $250M $267M
FY2005 Revenue / EBITDA $130.9M / $21.9M $115.0M / $17.3M
Revenue by Product Line
Geographic Concentration
1 Based on exchange rate of CHF/USD 1.289:1.000.2 Based on share price of $12.81 and $86.75 for X-Rite and Amazys, respectively.
1
GraphicArts41%
Industrial25%
Retail21%
Other14% Graphic
Arts64%
Industrial36%
Americas60%
Europe25%
Asia15%
Americas31%
Europe49%
Asia21%
12
Geographic Overview
Orange: Distribution network of combined entity
Note: Dots represent locations of the combined entity.1 As of 12/31/2004.
Revenue Breakdown1
Americas 60% 31% 47%
Europe 25% 49% 36%
Asia 15% 21% 18%
X-Rite AmazysCombined
13
Graphic Arts
Pro Forma 2005 Revenues
X-RiteGraphic Arts
21.8%
AmazysGraphic Arts
30.1%
Industrial29.8%
Retail10.9%
Other7.3%
► 2005 PF Revenues of $127.7mm (52% of total)
► Current Situation► Largest and most competitive business
► Technology life cycle is 2 to 3 years for imaging and 5 to 7 years for printing
► Markets and Applications► Imaging – Displays / Digital Printing / Photography / Prepress
and Creatives
► Traditional Printing – Commercial and Package
► Key Revenue Growth Drivers► Shift from analog to digital
► OEM / embedded solutions
► Core Strategy► Capitalize on our market position and global capabilities to
deliver solutions in key markets that:► Address growing demands for automated integrated color control
needs
► Span the entire work flow beginning with image creation/capture through final production (e.g. printing)
► Reduce operating cost and increase productivity and quality
► Focus on large strategic partners
14
Industrial
Pro Forma 2005 Revenues
X-RiteIndustrial
13.2%
AmazysIndustrial
16.7%
GraphicArts
51.9%
Retail10.9%
Other7.3%
► 2005 PF Revenues of $73.4mm (30% of total)
► Current Situation► 2nd Fastest growing business
► Majority of business outside North America
► Focused on growing business in China
► Highest gross margin, highest cost-to-serve
► Market Applications► OEM Tier 1 automotive process control & QC
► Plastics, textiles QC, ink and dye formulation
► Digital color management of global supply chain
► Key Revenue Growth Drivers► Globalization of customers and supply chains
► New product innovation
► Core Strategy► Capitalize on our market position and global capabilities to deliver
solutions in key markets that:► Address growing demands for automated integrated color control needs
► Manage processes and data across specific work flow processing from specification through production
► Reduce operating cost and increase productivity and quality
15
Retail
► 2005PF Revenues of $26.9mm (11% of total)
► Current Situation► Fastest growing segment
► No close competitor
► Opportunity to extend Retail business into Europe
► Markets► Paint matching
► Home décor
► Key Revenue Growth Drivers► DIY growth
► Consumer “nesting” trend and macro demographics
► Hyper-competitive retail markets
► Core Strategy
► Capitalize on our strong North American market position and global capabilities to deliver solutions in key markets that:
► Address growing demands from retailers for product and POS differentiation
► Reduce operating costs, enhance sales volumes and customer experience
Pro Forma 2005 Revenues
GraphicArts
51.9%Industrial
29.8%
Retail10.9%
Other7.3%
16
Other Businesses
► 2005PF Revenues of $18.0mm (7% of total)
► Medical/Dental (2% of Revenue)► Existing shade taking device is industry standard
► New dental product planned for 2006 global release
► Future upsides
► Light (5% of Revenue)► Labsphere and Optronik businesses are non-core
Other Businesses Revenue
$18.0$18.3$19.6$19.1$19.7
$0.0
$5.0
$10.0
$15.0
$20.0
$25.0
2001 2002 2003 2004 2005
Pro Forma 2005 Revenues
GraphicArts
51.9%
Retail10.9%
Light5.1%
Industrial29.8%
Dental2.2%
17
Research and Development
$130.9$126.2
$117.1$98.5$91.7
16.9%
12.6%12.5%
12.0% 12.5%
$0.0
$30.0
$60.0
$90.0
$120.0
$150.0
2001 2002 2003 2004 2005
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
X-Rite Revenues X-Rite R&D % of Revenues
► Investment in engineering will continue to drive future growth
Patents and Applications
2001 Low 20s%
2003 Low 30s%
2005 42%
2007E 45%+
$115.0
$106.1$87.1
$72.1$67.1
13.0% 13.2% 12.4% 12.1% 10.8%
$0.0
$30.0
$60.0
$90.0
$120.0
$150.0
2001 2002 2003 2004 2005
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
Amazys Revenues Amazys R&D % of Revenues
X-Rite Amazys
X-Rite Key Metric% of Revenue from New Products
X-Rite 129
Amazys 102
Total 231
Amazys Acquisition
19
Strategic Rationale
Creates a market leader in the color management industry
Economies of scale expected to result in high synergy potential achievable over three years
Combined annual operational cost savings potential of $25 million in year three
Gross margin target of 63 percent in year three
EPS accretive expected in year two
Accelerated technology innovation expected
Pooling of R&D resources may accelerate innovation rates
Extended market opportunity
Pooling of resources helps the company to address new markets and geographies
One of the strongest talent pools in the industry
The acquisition creates a market leader, enhances shareholder value and sets the foundation for long-term growth
The acquisition creates a market leader, enhances shareholder value and sets the foundation for long-term growth
20
Excellent Strategic Fit
X-Rite• Strong presence in Americas and Asia
• Leader in the automotive, retail and pressroom
markets
• Strong strategic partnerships
• Xerox, Komori
• Demonstrated growth and profitability
• Manufacturing and operational strengths
• High growth in retail business
Amazys• Strong presence in Europe
• Leader in graphic arts, visual evaluation
solutions and web-based color communication
• Strong strategic partnerships
• Heidelberg, HP
• Demonstrated growth and profitability
• Complementary technological innovation
• High growth in digital imaging business
21
Combined Company Highlights
Industry leader in key markets
Diversified geographic revenue streams
Diversified customer and market revenue streamsOne customer above 5 percent of revenues
Large patent portfolio 200+ existing patents and applications
Straightforward business modelTechnology investments drive growth – estimated at 10 to 12 percent annually going forward
High margin products expected to be derived from key platforms
Economic synergies are easily identified
Expect modest capital expenditure requirements
Expect rapid debt repayment in two to five years, driving down leverage significantly
22
Estimated Synergies
OverviewOverview Synergies Summary by Cost AreaSynergies Summary by Cost Area
Synergies primarily based on cost savings
In-depth analysis of synergies has been performed
Planned restructuring charge of $20 million in year one
Total estimated annual cost synergies of $25 million by year three
NPV of synergies and restructuring charge is approximately 75 CHF per share
Annual Synergies Projected by year 3
Manufacturing
Selling & Marketing
Engineering & R&D
General & Admin
Total Annual Synergies
$9.0 m
$5.5 m
$5.0 m
$5.5 m
$25.0 m
23
Integration Status
► Leadership teams are working closely and are aligned on all integration matters
► Integration management is in place and is operating in high gear post-announcement
► Synergy targets are well defined and plans are in place to timely capture the targets
► Significant progress has been made in product integration planning. Much of the learning and process will be duplicated with the other integration teams
24
Integration Milestones
PHASE 2Integration Planning
PHASE 3X-Rite / Amazys
Launch
PHASE 4Integration Plans Executed
Start Employee Meetings
X-Rite / Amazys 2006 Financial Plan
X-Rite / Amazys 3-Year Strategic Planning
Commences
Test readiness; set up command centers in
Grandville/Regensdorf
August 31May 15
May 15 June 15
August 10
June 30
June 30
June 30
February March April May June July August
25
Transaction Summary
Business combination, supported by both Boards of Directors
Offer to Amazys shareholdersOffer price per share: CHF 77 plus 2.11 X-Rite sharesTotal estimated purchase price $300 million
Conditions of the offerX-Rite shareholder approval70% acceptance level from Amazys shareholdersRegulatory approvals
Listing on Nasdaq with dual listing on Swiss Exchange
FinancingAcquisition financing package of $220 million committed by Goldman Sachs
Board CompositionNine member Board, comprised of six members from X-Rite and three members from Amazys.
Management teamSenior Management team comprised of talent from both companies
Michael C. Ferrara will remain CEO, Thomas J. Vacchiano, Jr. will be named President and COO, Mary E. Chowning will remain CFO, and Dr. Francis Lamy will be named CTO.
26
Purchase Price Summary
Total number of Amazys shares 3.4 m
Fixed exchange rate .8070
Estimated Value of X-Rite share $13.00
Cash portion of consideration (77 CHF per share) $206 m
Equity portion of consideration (2.11 X-Rite shares per share) $94 m
Estimated acquisition related costs $18 m
Total $318 m
1 $40 million revolver.
27
Goldman Sachs Debt Structure
Revolver (working capital and acquisitions) $40 m
First Lien Term loan (Amazys purchase) $120 m
Second Lien Term loan (Amazys purchase) $60 m
Total $220 m
28
Sources and Uses at Closing
Sources Uses
Cash $44.0
Revolver 0.0
1st Lien Term Loan 120.0
2nd Lien Term Loan 60.0
New X-Rite Equity 94.0
Total Sources of Funds $318.0
Cash on Balance Sheet $10.0
Purchase Amazys Equity 290.0
Estimated Fees and Expenses 18.0
Total Uses of Funds $318.0
($ in millions)
► $40 m revolver available for working capital needs and small acquisitions
29
Timetable
Indicative timetable for public tender offer
Pre-Announcement
Offer prospectus published
S-4 Filing Effective
Initial offer period closes
Additional acceptance period closes
X-Rite shareholder meeting
Settlement
Delisting of Amazys shares on Swiss Exchange
January 31
March 24
May 5
May 23
June 13
June 30
July 5
Fall 2006
Historical Financialsand Key Management
31
X-Rite and Amazys – Historical Revenues and EBITDA
9% CAGR
$41.7 $52.4 $54.8 $53.6
$19.6 $23.0$27.2 $32.2 $32.4$11.2
$14.7
$17.9$20.9 $26.9
$19.7$19.1
$19.6$18.3 $18.0
$91.7$98.5
$117.1$126.2 $130.9
$41.1
$0.0
$30.0
$60.0
$90.0
$120.0
$150.0
2001 2002 2003 2004 2005
Graphic Arts Industrial Retail Other
($ in millions) Revenues
X-Rite Amazys
EBITDA
X-Rite Amazys
$40.1 $46.7$65.6 $74.0
$30.5 $32.1$40.4
$40.5$67.1 $72.1
$87.1
$106.1$115.0
$36.6
$41.0
$0.0
$30.0
$60.0
$90.0
$120.0
$150.0
2001 2002 2003 2004 2005
Graphic Arts Industrial
$21.9$21.9
$17.4
$12.0$9.1
10.0%
12.2%
14.8%
17.3% 16.7%
$0.0
$10.0
$20.0
$30.0
$40.0
2001 2002 2003 2004 2005
0.0%
5.0%
10.0%
15.0%
20.0%
$17.3$17.7
$13.2$9.9
$5.8
8.6%
13.8%15.1%
16.6%15.0%
$0.0
$10.0
$20.0
$30.0
$40.0
2001 2002 2003 2004 2005
0.0%
5.0%
10.0%
15.0%
20.0%
32
Key Management Team Members
Thomas J. Vacchiano, Jr., President & COO
Tom is currently President and CEO of Amazys. Before joining Amazys as its’ CEO in late 2000, Tom was President and CEO of Xerox Engineering Systems (XES), a $400 million subsidiary of Xerox and a part of Xerox New Enterprises. Following close, Tom will assume the role of President & COO of the combined company, and is the intended successor of Michael C. Ferrara, subject to approval by the Board of Directors.
Michael C. Ferrara, CEO
Michael has served as CEO of X-Rite since June 2001. Prior to that, he was CEO of Marine Optical Group, a Boston-based worldwide design and marketing company in the eyewear business, and N.I. World Trade, an international marketing and distribution company. Following close, Michael will remain CEO.
Mary E. Chowning, CFO
Mary joined X-Rite in 2003 as CFO. Previously, she was a co-founder, General Partner and CFO for the Wind River Environmental Companies, a large non-hazardous residential and commercial liquid waste hauler. Prior to Wind River, she spent fourteen years in public accounting with Arthur Andersen and is a Certified Public Accountant. Following close, Mary will remain the CFO.
Dr. Francis Lamy, CTO
Francis is currently Executive VP and CTO for Amazys, managing the company's strategy, innovation and business development functions. Francis architected and executed Amazys' transformation from an instrument manufacturer to a solution provider. Following close, he will assume the role of CTO of the combined company.