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Goldman Stanley, Inc.

Project Aardvark
Presentation to the Board of Directors
January 29, 2010

Goldman Stanley

Confidential Draft

Table Of Contents
Executive Summary

Aardvark Valuation

Potential Acquisitions

11

Process Recommendations

16

Appendix

19

Goldman Stanley

Executive Summary

Goldman Stanley

Executive Summary

As of January 29, 2010, Aardvarks share price and valuation are at all-time highs,
having more than doubled since early 2009

As Aardvarks stock price has soared in value, it has also generated over $35B in
cash & cash-equivalents

As Aardvarks cash balance grows, it is likely to face shareholder pressure to reinvest the cash in its business and to make significant acquisitions

Given Aardvarks 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 Aardvarks cash position, such acquisitions could be made with 100% cash
or in the case of a larger deal, stock could also be used

Goldman Stanley

Aardvark Valuation

Goldman Stanley

Valuation Summary

Aardvarks 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 Aardvarks 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 Aardvarks cash balance and high valuation multiples vs. similar public
companies, few competitors are well-positioned to make substantial acquisitions

Goldman Stanley

Aardvark Valuation Summary


($ in Millions Except Per Share Data)
Public Company Comparables(1)(2)
2009 EV / Revenue:
2010E EV / Revenue:
2009 EV / EBITDA:
2010E EV / EBITDA:
2009 P / E:
2010E P / E:

Min to 25th

Precedent Transactions

(1)

25th to Median
Median to 75th

Trailing EV / Revenue:

75th to Max

Forward EV / Revenue:
Trailing EV / EBITDA:
Forward EV / EBITDA:
Discounted Cash Flow Analysis
11-15% Discount Rate, 5-9x Terminal Multiple:
$0.00

Goldman Stanley

$100.00

$200.00

$300.00

$400.00

$500.00

$600.00

(1) EBITDA excludes stock-based compensation and non-recurring charges.


(2) Financial data as of January 29, 2010.

$700.00

Aardvark Comparable Public Companies


US-Based Hardware & Networking Companies with Over $20 Billion Revenue
($ in Millions Except Per Share Data)

Comparable Public Companies Operating Metrics (1)


45.0%
40.0%
35.0%
30.0%
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
(5.0%)
(10.0%)

39%
31%

29%
18%

14%
8%

25%

22%

2010E Revenue Growth

8% 7%

2009A EBITDA Margin

4%
(6%)

Comparable Public Companies Valuation Multiples(1)(2)


14.0 x
12.0 x
10.0 x
8.0 x
6.0 x
4.0 x

11.5 x

10.6 x
7.6 x

8.4 x
6.8 x
4.4 x
3.7 x

10.7 x
8.6 x

7.3 x
5.1 x

5.5 x

2009 EBITDA Multiple


2010E EBITDA Multiple

2.0 x
0.0 x

Goldman Stanley

(1) EBITDA excludes stock-based compensation and non-recurring charges.


(2) Financial data as of January 29, 2010.

Aardvark Precedent Transactions


Networking & Hardware M&A Transactions Over $1 Billion with US-Based Sellers Since January 1, 2008
($ in Millions Except Per Share Data)

Goldman Stanley

(1) Excludes stock-based compensation and non-recurring charges.

Aardvark Discounted Cash Flow Analysis


($ in Millions Except Per Share Data)
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

Goldman Stanley

10

Potential Acquisitions

Goldman Stanley

11

Potential Acquisitions

Given Aardvarks 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 Aardvarks market share or result in substantial revenue or cost synergies
Leading candidates include ARM, for its chipset technology and integration with
Aardvarks 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
Aardvarks 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

Goldman Stanley

12

Potential Acquisition Candidates


Tier 1 Acquisition Candidates

Tier 2 Acquisition Candidates

Goldman Stanley

13

Company Profile: ARM

ARM Holdings
Headquarters:
Employees:
Founded:

Cambridge, UK
1700
1990

Financial Information(1):
Market Cap:
Cash:
2009 Revenue:
2009 EPS:
2010E Revenue:
2010E EPS:

$2.5B
$204M
$490M
$7.85
$531M
$10.97

Goldman Stanley

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
Tudor Brown
Graham Budd
Mike Muller
Tim Score
John Cornish
Ian Drew
Antonio Viana

CEO
President
COO
CTO
CFO
EVP, Systems
EVP, Marketing
EVP, Sales

Products:

Key Partners:

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.

Electronic Arts, LSI Logic,


Microsoft, National Semiconductor,
Nokia, NVIDIA, Rambus, Real
Networks, Samsung, and Toshiba.

(1) Financial data as of January 29, 2010.

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Company Profile: Research In Motion

Research In Motion
Headquarters:
Employees:
Founded:

Waterloo, ON
12,000
1984

Financial Information(1):
Market Cap:
Cash:
2009 Revenue:
2009 EPS:
2010E Revenue:
2010E EPS:

$36B
$2.5B
$13B
$3.70
$17B
$5.03

Goldman Stanley

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.
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.

(1) Financial data as of January 29, 2010.

Management Team:
Jim Balsillie
Mike Lazaridis
Don Morrison
Robin Bienfait
Brian Bidulka
David Yach

Co-CEO
Co-CEO
COO
CIO
CFO
CTO

Key Partners:
AT&T, Brightstar, Digital China,
GPXS, Hewlett-Packard, IBM,
Skype, Sprint, Tata Indicom, TMobile, Verizon, Virgin, and
Vodafone,

15

Process Recommendations

Goldman Stanley

16

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

Targeted Buy-Side M&A

Broad Buy-Side M&A

< 5 parties

10 100 companies

6 months to 1 year

Time required is highly variable

Close-ended

Iterative process

Higher success probability

Lower success probability

Goldman Stanley

17

Process Recommendation

Specialized
Negotiations With One
Party

Highly Targeted
Process

Targeted
Discussions +
Broader Search

Broad M&A Process


Broad
Marketing

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

Goldman Stanley

18

Appendix

Goldman Stanley

19

Aardvark Projected Income Statement


($ in Millions Except Per Share Data)

Goldman Stanley

(1) Excludes stock-based compensation and non-recurring charges.

20

Aardvark Comparable Public Companies


US-Based Hardware & Networking Companies with Over $20 Billion Revenue
($ in Millions Except Per Share Data)

Goldman Stanley

(1) Share prices as of January 29, 2010.


(2) Excludes stock-based compensation and non-recurring charges.
(3) Revenue growth from Apples FY2009 through FY2010E.

21

Aardvark DCF Analysis WACC Calculation


($ in Millions Except Per Share Data)

Goldman Stanley

(1) Financial data as of January 29, 2010.

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