SYNNEX Announces Spin-Off of Concentrix Creates Two Industry Leading Public Companies Investor Presentation January 9, 2020
Safe Harbor Statement Statements in this presentation regarding SYNNEX Corporation which are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may be identified by terms such as believe, expect, may, will, provide, could and should and the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements regarding the purpose, methodology, effects, timing and tax-free nature of the spin-off of Concentrix; the belief that the transaction creates substantial value for all stakeholders; the number of shares to be issued as part of the transaction; one-time costs and other financial implications related to the transaction; SYNNEX’ business strategy, leverage and liquidity, capital allocatio n strategy and top priorities, growth, dividend policy, and share repurchase program; SYNNEX’ leverage entering 2020; SYNNEX’ positioning to deliver long -term value; C oncentrix’ positioning to drive sustainable and profitable growth; market forecasts and opportunities for Concentrix beyond CRM BPO; Concentrix capital allocation top priorities including regarding M&A, leverage and cash flow generation; and Concentrix’ positioning to deliver long -term value including regarding revenue growth and margin expansion. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction of closing conditions in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the transaction; disruption from the transaction making it more difficult to maintain business, contractual and operational relationships; the unfavorable outcome of any legal proceedings that have been or may be instituted against SYNNEX or Concentrix; the ability to retain key personnel; negative effects of the transaction announcement or the consummation of the proposed spin-off on the market price of the capital stock of SYNNEX or Concentrix; significant transaction costs, fees, expenses and charges; unknown liabilities; the risk of litigation and/or regulatory actions related to the transaction; transaction-related financings; other business effects; future exchange and interest rates; changes in laws, regulations, and policies; and competitive developments. Please refer to the documents filed with the Securities and Exchange Commission, specifically SYNNEX’ most recent Form 10 -K, for information on risk factors that could cause actual results to differ materially from those discussed in these forward-looking statements. Statements included in this presentation are based upon information known to SYNNEX as of the date of presentation and SYNNEX assumes no obligation to update information contained in this presentation. 1
Table of Contents Th The e Tran ansaction saction Crea eating ting Two Indus ustr try y Lea eading ing Companies nies in Distin tinct ct Market kets Lea eadin ding g Di Distribut tributor or, , Se Service ices s and Inte tegra grated ted So Solution tions s Co Comp mpany any Leading Global Customer Experience (“CX”) Solutions Company 2
The Transaction Creating Two Industry Leading Companies in Distinct Markets
Two Industry Leading Companies Poised for Continued Success Top 3 Top 2 Ame merica ricas s + Japan pan Distri tributi bution on Globa bal l CX Solution utions Comp mpany any Comp mpany any $19.1B $564M 3.0% $4.7B $531M 11.3% FY19 FY19 Non-GAAP FY19 Non-GAAP FY19 FY19 Non-GAAP FY19 Non-GAAP Revenue Operating profit (1) Operating margin (1) Revenue Operating profit (1) Operating margin (1) 400+ $80B+ 25K+ ~$340M ~$85B 125 50+ OEMs and T otal Resellers and FY19 T otal Global Fortune Disruptor Partners Addressable Solutions Providers Free Cash Addressable 2000 Clients Clients Market (2) Flow (3) Market (4) (1) Non-GAAP measure. See the Appendix for definitions of non-GAAP measures and reconciliation of such measures to GAAP. (2) Estimated Americas Distribution market size, per NPD and internal management estimates. 4 (3) Free cash flow is a non-GAAP figure defined as cash flow from operations less capex. 4 (4) 2018 global CX market size per Everest CXM annual report 2019.
Two Great Companies with Significant Market Opportunities Strategic Operational Financial Differentiated customer Tailored governance and Optimized capital structure ▪ ▪ ▪ Rationale requirements and market management; alignment of and allocation dynamics performance and incentives Simplified story: opportunity ▪ Dedicated investments in Operations in-line with core for investors to fairly value ▪ ▪ core businesses businesses and culture businesses Both companies at ▪ Capitalize on substantial ▪ meaningful scale, running Separation creates two Why Now? ▪ market opportunities in each efficiently and have different and compelling business for long-term considerable competitive investment opportunities growth advantages Today’s Announcement Furthers Our Commitment to Value Creation 5
Creating Substantial Value for All Stakeholders Customers and Partners Associates Shareholders Allows each company to invest in Simplified and targeted Clear, unique and compelling ▪ ▪ ▪ and respond to evolving customer messaging; distinct company investment thesis and partner needs brand and identity Benefit from independent ▪ Benefit from expanded capability Enhanced alignment of operating structure to maximize ▪ ▪ set and ongoing refinement of performance and incentives long-term strategic and financial services success Simplified, Focused Messaging and Brand Clarity for Each Business Consistent with Entrepreneurial Culture and Strategy 6
Transaction Overview Share distribution to SYNNEX shareholders ▪ Transaction Structure Tax-free for SYNNEX and SYNNEX shareholders ▪ Transaction is expected to be completed in the 2 nd half of 2020, subject to market, regulatory and other customary ▪ Timing closing conditions Financial Expect to incur one-time costs related to the transaction during the periods preceding the closing ▪ Implications Maintain good balance of leverage and liquidity for both companies ▪ Capital allocation strategy will remain returns-based for both companies ▪ Capital Structure Reinvest in the businesses to drive organic growth and continue to engage in M&A ▪ No change in dividend policy and share repurchase program ▪ Final approval of the SYNNEX Board of Directors on detailed separation agreements ▪ Closing Effectiveness of a Form 10 filing with the Securities and Exchange Commission ▪ Considerations Receipt of favorable opinion and/or rulings with respect to the tax-free nature of the transaction for federal income ▪ tax purposes 7
Two Great Companies with Unique Strategies and Opportunities FY19 Non-GAAP Operating Income (1) T op 3 Americas + Japan Distribution ▪ T op 2 Global CX Solutions Company ▪ Company Long-lasting relationships with clients ▪ Deep-rooted vendor relationships with ▪ spanning average of 15 years world’s leading and emerging OEMs One of the industry’s most robust product Enables clients to address entirety of the ▪ ▪ linecards and portfolio of services customer journey through best-in-class and technology-infused offerings Industry leading margins enhanced by ▪ high value services delivered efficiently Global consistency, local intimacy ▪ across key geographies 52% ~$1.1B 48% Scale Advantage: Meaningful scale ▪ Scale Advantage: Meaningful scale ▪ differentiation to next closest peer differentiation to next closest peer, with market share gains closing gap (Revenue, $B) (2) (Revenue, $B) (2) $4.7B ~1.8x larger than ~2.0x larger than the closest peer the closest peer $19.1B Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 (1) Non-GAAP measure. See the Appendix to this presentation for definitions of non-GAAP measures and reconciliation of such measures to GAAP. 8 (2) SYNNEX and Concentrix revenue based on FY19.
Leading Distributor, Services and Integrated Solutions Company
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