Ralf P. Thomas, CFO
Chuck Grindstaff, Executive Chairman of Siemens PLM Software
November 14, 2016
Unrestricted © Siemens AG 2016
siemens.com
This document contains statements related to our future business and financial performance and future events or developments involving Siemens that may constitute forward-looking statements. These statements may be identified by words such as "expect," "look forward to," "anticipate" "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of Siemens' management, of which many are beyond Siemens' control. These are subject to a number of risks, uncertainties and factors, including, but not limited to those described in disclosures, in particular in the chapter Risks in the Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Siemens may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. Siemens neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.
This document includes - in IFRS not clearly defined - supplemental financial measures that are or may be non-GAAP financial measures. These supplemental financial measures should not be viewed in isolation or as alternatives to measures of Siemens' net assets and financial positions or results of operations as presented in accordance with IFRS in its Consolidated Financial Statements. Other companies that report or describe similarly titled financial measures may calculate them differently.
Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. Additional Information and Where to Find It
In connection with the proposed transaction, Mentor Graphics Corporation (the "Company") will file with the U.S. Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K, which will contain, among other things, a copy of the merger agreement, and will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a
free copy of the proxy statement and other documents that the Company files with the SEC (when available) from the SEC's website at www.sec.gov and the Company's website at www.mentor.com. In addition, the proxy statement and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to Mentor Graphics Corporation, Investor Relations, 8005 SW Boeckman Rd., Wilsonville, OR 97070, 1-503-685-1462.
Participants in Solicitation
The Company and its directors, executive officers and certain employees may be deemed, and Siemens Industry, Inc. and its managing board, officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company's shareholders with respect to the proposed acquisition of the Company by Siemens Industry, Inc. With respect to Siemens Industry, Inc. and its managing board, officers and employees, certain additional information is available and has been prepared in accordance with the German Commercial Code. Information concerning the ownership of the Company's securities by the Company's directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, and additional information regarding the names, affiliations and interests of such individuals is available in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2016 and its definitive proxy statement for the 2016 annual meeting of shareholders filed with the SEC on May 18, 2016. Information regarding the Company's directors, executive officers and certain other employees who may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company's shareholders with respect to the proposed acquisition of the Company by Siemens Industry, Inc., including their respective interests by security holdings or otherwise, also will be included in the proxy statement relating to such acquisition when it is filed with the SEC. These documents will be available free of charge from the SEC's website at www.sec.gov and the Company's website at www.mentor.com.
April 16
January 16
Closing of acquisition of CD-adapco
Merger of Siemens Wind Power with Gamesa announced
Siemens 59% / Gamesa 41%
Gamesa AGM approval with 99.75%
1| Areas of growth? Closing of divestment to AtoS
2| Potential profit pool?
January 16
3| Why Siemens?
Closing divestment of remaining
4| Synergetic value?
assets to EQT
5| Paradigm shifts?
Acquisition of Mentor Graphics announced
Listing preparation announced
Vision 2020 Rationale for acquiring Mentor Graphics
Area of growth
Fast growing EDA segment: CAGR 7.3% until 2020
Unique combination of Electrical Design Automation software (EDA) and PLM accelerate growth opportunities across multiple industries
Potential profit pool
Software-typical double-digit margin profile
Why Siemens
Siemens will be the first company to provide a fully integrated design suite in PLM
Offering mechanical, electrical and software design capabilities on a single integrated platform
Synergetic value
Offering a unique suite of integrated multi-domain capabilities across Siemens and
Mentor Graphics customer segments
Savings from G&A and aligned go-to-market & R&D
Paradigm shifts
Increasingly complex product design and seamless design adjustments of multi-functional products
Unique customer value through simultaneous mechatronics design and engineering
across all domains
Leading provider and pioneer of EDA
Product portfolio for electronics design software addresses all levels from components to systems
Large, diverse customer base of systems and IC/semiconductors companies with ~14,000 accounts
Established 1981, HQ in Wilsonville, US
Nasdaq listed
Mentor Graphics Key figures FY16
Revenue Split
Revenue: $1.2bn
Company description
Transaction structure
Acquisition of 100% of Mentor Graphics shares outstanding
Offer price of $37.25 per share; 21% premium to Nov 11,
2016 close
Enterprise Value $4.5bn (~€4.2bn)
Revenue multiple2 3.5x; EBITDA multiple2 14.5x
Friendly transaction
EPS accretive in year 3 post-closing
Synergies of > €100m in year 4 post-closing
Expected Closing Q3 FY17 (subject to Mentor Graphics
shareholder approval and regulatory approvals)
EBIT margin adjusted1 : 20%
41%
Services &
Support
Employees ~5,700
59%
System and
Software
Mentor Graphics FY16 ended 31-Jan-16; EUR/USD 1.09; (1) Mentor Graphics non-GAAP operating income as disclosed in SEC filings (2) based on FY18 Factset consensus
2016
2016
Leading portfolio
Multidisciplinary design exploration: STAR-CCM+ and others
Multidisciplinary Engineering Simulation: Primarily computational fluid dynamics (CFD) for analysis of fluid flow, heat transfer and fluid-structure interaction
Design Exploration: Engineering simulation workflows and design optimization algorithms to automatically drive product design, e.g. for reduction of weight and cost
EDA
software
Electronic Design Automation: Questa, Calibre, Tessent, Xpedition and other lines of products
Integrated System Design: provides a complete ecosystem for Electrical/ Electronic design (PCB, wiring, ECU and Integrated Circuits) including test and measurements and links to manufacturing
Scalable Verification and Emulation: Simulation of System behavior (Tools for verifying that today's electronic system designs actually function as intended)
IC Design to Silicon: Tools for the complete value chain from IC layout design to manufacturing to ensure a high yield
Closed loop performance analysis
Simulation & testing: LMS Virtual.Lab, Imagine.Lab, Test.Lab
Behavioral simulation: 1D cross-discipline simulation, like mechanical and electrics, e.g. fuel economy and range simulation for hybrid vehicles
3D mechanical simulation: e.g. stiffness, noise, vibration
Testing: Solutions for prototype testing (stationary & mobile)
3D
design
CAD software: NX Design, Nastran and Software Teamcenter
collaborative environment
Streamlines and accelerates the product development process in a
Includes a modern, multi-discipline CAE environment
Teamcenter as collaboration platform enables consistent data management throughout the whole value chain
2012
2007
Park/reverse
Wireless
Rain sensing automa-
Rear seat
Heads up
Airbag deploy-
assist
Auto distance
networking
tic windshield wipers Entertain
ment entertainment
display Elec
trochromic glass ment system
Blind spot
cruise control
detection
Multi-zone automatic
climate control
Electronic
compass
Satellite/HD radio
Active noise cancellation
Communication
Brake by wire
Navigation and trip computer
Traction
control
Antilock
braking
Lane departure warning
Automated highway
Security systems
Low tire pressure
monitors
Active
suspension
Adaptive
front lighting
Engine
management
Continuously variable
transmission
Collision avoidance
Engine and emis-
sions management
Vehicle
stability
Passive entry
Lighting
The modern car is a hybrid of mechanical, electrical and software design components
Product segment Market Drivers
Higher automation levels
EDA, one of the largest & fastest
Industrial equipment
Infrastructure
Connected devices ready for digital services
Remote managed auto pilots
Advanced condition monitoring & energy management
growing market segments in PL
in US$bn 11.3
10.5
9.8
9.1
Smartphone
Multi-domain mechatronics
Miniaturization of components
7.9
8.5
Wearables
GPS & Biometric sensors
Augmented and virtual reality glasses
Automotive
Entertainment and safety systems
Advanced driver assistant systems
Self driving cars
Smart home / Smart building
Intelligent remote home control
Energy efficiency
2015 2016E 2017E 2018E 2019E 2020E
Convergence of electronic, mechanical and software across multiple industries
Unrestricted © Siemens AG 2016
Note: EDA segment size in US$bn, Source: Company materials and CIMdata, 7/2016
Production Execution Production Engineering
Production Planning
Product Design
Service
Potential impact on key customer requirements by integrating Mentor Graphics
Speed: Shorten design cycle of smart products with highest complexity through simultaneous design
Flexibility: Manage efficiently increasing number of design variants in Product
Design and Production
Quality: Increase quality through simulation and testing within the Product Design phase, reduce number of physical prototypes
Efficiency: Optimize power consumption and analyze thermal effects of smart products through integrated system simulation
Key customer requirements (Industrie 4.0)
Digital Enterprise
Simultaneous design
Managing product variants
Design-in quality
Optimized Power
Speed
Flexibility Quality Efficiency
Cyber Security
Unrestricted © Siemens AG 2016
Page 9
November 14, 2016
Customer
Value
Customers benefit from enhanced efficiency, greater flexibility, better quality, less costs and faster market readinessPortfolio
Complementing our significant position in Industrial Automation - make Digital Enterprise a realityShareholder Value
Significant value creation potential through expansion of our leadership in the Digital Enterprise Thank you for your attention - your questions, please!November
November 15 - 16, 2016
Roadshow Frankfurt, Paris
November 15 - 16
Roadshow Boston, New York
December
December 7, 2016
Shaping Digitalization. Innovation at Siemens (Munich)
January
January 10, 2017
Commerzbank German Investment Seminar (New York)
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Siemens AG published this content on 14 November 2016 and is solely responsible for the information contained herein.
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