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Leonardo S.p.A.

Regulatory Filings Jun 21, 2022

4038_tar_2022-06-21_53789b73-1e71-402c-8649-2f49ac83b0fa.pdf

Regulatory Filings

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A Strategic Transaction for Leonardo and Leonardo DRS

Rome

21 June 2022

Agenda

-

  • Q&A

Situation update Alessandro Profumo, Chief Executive Officer of Leonardo

• Transaction highlights William J. Lynn III, Chief Executive Officer of Leonardo DRS

• Value creation proposition Alessandro Profumo, Chief Executive Officer of Leonardo

Building capabilities for today's and tomorrow's defense market

  • Important strategic move to strengthen our position in a very attractive market
  • Leonardo DRS + RADA very well placed to be a leader in rapidly growing Force Protection market
  • Creating opportunities in the US and internationally, leveraging Leonardo's global presence
  • Reshaping of Leonardo DRS portfolio as promised, focusing on its core strategic businesses
    • increasing exposure to high growth and high margin market segments
    • adding Israel as a new domestic market
  • All-stock merger transaction to catch the opportunity of listing DRS in the current context of highly volatile markets and delivering on promises

Leonardo DRS continued growth, refocused on its core business

A leading provider of advanced defense electronics products and technologies strongly positioned across rapidly growing segments in the US defence markets

Leonardo DRS1

2021 Revenue € 2.6 bn 2018-2021 Revenues: +8% 2018-2021 EBITDA: +19%

1 Financial information represents Leonardo DRS excluding previously announced divestitures. Please refer to the appendix for reconciliations to GAAP metrics.

Growth path

  • Strong product portfolio and backlog (funded and unfunded)
  • Top line growth confirmed, well positioned towards US DoD key priorities
  • Delivering on targets: confirmed significant margin expansion driven by programmes moving

from development to production

Business refocus

Definitive agreements to sell Global Enterprise Solutions business to SES for \$450mln, gross of

taxes, and transfer of full ownership of Advanced Acoustic Systems to JV partner Thales

Reshaping of Leonardo DRS portfolio as promised, focusing on its core strategic businesses and

increasing exposure to high growth and high margin market segments

Leonardo DRS merger with RADA: excellent strategic fit, very well placed within Leonardo Group

Agenda

-

  • Q&A

• Situation update Alessandro Profumo, Chief Executive Officer of Leonardo

Transaction highlights William J. Lynn III, Chief Executive Officer of Leonardo DRS

• Value creation proposition Alessandro Profumo, Chief Executive Officer of Leonardo

Combination with RADA is the logical next step for Leonardo DRS

  • Transaction expected to elevate Leonardo DRS into a market leader in advanced sensing and force protection aligned with some of the fastest growing segments of the US DoD budget and current global military requirements and needs, ensuring robust growth outlook
  • RADA's unique advanced tactical radar technologies improve DRS's position as an air defense, counter UAS and vehicle protection integrator and accelerate its transformation into a leading provider of integrated systems
  • Together, the combined company will be well positioned to pursue global opportunities through Leonardo's global presence with focus on European and US allied countries

Note: Remaining 16% of revenue related to pilot training systems, flight recorders, logistics equipment (cargo handlers / loaders, fuel systems, etc.) and commercial markets; 1 Financial information represents a combined view of RADA and DRS excluding previously announced divestitures. Please refer to the appendix for reconciliations to GAAP metrics. 2 Combined revenue has been adjusted for intercompany eliminations. 3 Combined Adjusted EBITDA represents the sum of Adjusted EBITDA of RADA and DRS. 4 Per third-party research and DRS management estimates

Combined global footprint creates opportunities in reshaped robust defence market

Future market opportunities enabled by DRS

  • RADA's base business of software defined, solid state radars provides strong long-term growth and supports the transaction valuation
  • The merger of RADA & DRS provides significant upside beyond the base case by combining the advanced sensing capabilities of DRS with the tactical radars provided by RADA

-

  • Q&A

• Situation update Alessandro Profumo, Chief Executive Officer of Leonardo

• Transaction highlights William J. Lynn III, Chief Executive Officer of Leonardo DRS

Value creation proposition Alessandro Profumo, Chief Executive Officer of Leonardo

Transaction allows capture new opportunities and a strong value creation potential

  • An all-stock merger which will result in a publicly listed company post close ("DRS" NASDAQ & TASE)
  • Leonardo to own 80.5% of the strategically improved combined company post-close

Value creation opportunity over time for all shareholders

Strategically relevant for Leonardo and at a better valuation vs. 2021 IPO attempt

  • Strategically positions DRS in a highly attractive segment of today and tomorrow's defence market
  • Allowing the opportunity to list DRS in the current context of highly volatile markets, thus delivering on promises
  • Additional value creation expected for Leonardo shareholders from future multiple re-rating prospects

Note: Peer data sourced from public filings, FactSet. Peers include General Dynamics, L3Harris, Lockheed Martin, Northrop Grumman, Raytheon Technologies, Elbit Systems, Curtiss-Wright, Mercury Systems, Chemring; 1 Based on RADA share price as of 6/17/2022, fully diluted RADA share count of ~51.5 (pre-transaction) and 80.5% PF ownership for DRS; 2Financial information represents a combined view of RADA and DRS excluding previously announced divestitures. Please refer to the appendix for reconciliations to GAAP metrics

Key takeaway messages

  • We are fully convinced about the strong strategic and financial value of this transaction for Leonardo
    • We have delivered the plan as promised on a DRS stand-alone basis
    • We have refocused DRS on its core business
    • We have reinforced it through this transaction
    • Finding a way to list it in highly volatile market conditions

So we have fully delivered on our promises

Q&A

APPENDIX

LEONARDO DRS RECONCILIATIONS

R e v e n u e ( A d j u s t e d f o r P r e v i o u s l y A n n o u n c e d D i v e s t i t u r e s )

(\$ in millions)
Total revenues
2018
\$2,333
2019
\$2,714
2020
\$2,778
2021
\$2,879
Less divestiture impact \$256 \$236 \$254 \$232
Revenue less divestitures \$2,077 \$2,478 \$2,524 \$2,647

A d j u s t e d E B I T D A

(\$ in millions) 2018 2019 2020 2021 2021 Q1 2022 Q1 LTM
Net earnings (\$10) \$75 \$85 \$154 \$28 \$36 \$162
Income tax provision (7) 20 27 46 13 12 46
Amortization of intangibles 93 9 9 9 2 2 9
Depreciation 35 42 44 49 12 13 50
Restructuring costs 14 20 12 5 0 0 5
Interest expense 58 65 64 35 9 8 27
Deal related transaction costs 0 0 9 5 4 2 7
Foreign exchange 3 0 1 1 0 0 1
COVID-19 response costs 0 0 12 6 3 0 3
Non-service pension expense 1 3 5 0 0 0 3
Adjusted EBITDA \$187 \$234 \$268 \$310 \$71 \$73 \$312
Less divestitures:
Net earnings 15 20 28 22 4 4 22
Income tax provision 5 6 8 7 1 1 6
Depreciation 1 1 1 3 1 0 2
Adjusted EBITDA less divestitures \$166 \$207 \$231 \$278 \$64 \$68 \$281

RADA RECONCILIATIONS

A d j u s t e d E B I T D A
(US dollars in millions) 2018 2019 2020 2021 2021 Q1 2022 Q1 LTM
Net income (loss) (\$0.2) (\$2.3) \$5.6 \$25.1 \$3.8 (\$0.7) \$20.6
Tax expense 0.0 0.0 0.0 (4.9) 0.0 (0.2) (5.0)
Financial expense (income), net 0.3 0.2 (0.2) 0.2 (0.2) (0.0) 0.4
Depreciation 0.8 1.2 2.3 3.7 0.8 1.2 4.1
Employee option compensation 0.9 1.1 1.4 3.0 0.5 0.9 3.4
Other non-cash amortization 0.0 0.1 0.5 0.2 0.0 0.1 0.3
Adjusted EBITDA \$1.8 \$0.4 \$9.7 \$27.3 \$4.8 \$1.3 \$23.8

SAFE HARBOR STATEMENT

NOTE: Some of the statements included in this document are not historical facts but rather statements of future expectations, also related to future economic and financial performance, to be considered forward-looking statements. These forward-looking statements are based on Company's views and assumptions as of the date of the statements and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Given these uncertainties, you should not rely on forward-looking statements.

The following factors could affect our forward-looking statements: the ability to obtain or the timing of obtaining future government awards; the availability of government funding and customer requirements both domestically and internationally; changes in government or customer priorities due to programme reviews or revisions to strategic objectives (including changes in priorities to respond to terrorist threats or to improve homeland security); difficulties in developing and producing operationally advanced technology systems; the competitive environment; economic business and political conditions domestically and internationally; programme performance and the timing of contract payments; the timing and customer acceptance of product deliveries and launches; our ability to achieve or realise savings for our customers or ourselves through our global cost-cutting programme and other financial management programmes; and the outcome of contingencies (including completion of any acquisitions and divestitures, litigation and environmental remediation efforts).

These are only some of the numerous factors that may affect the forward-looking statements contained in this document.

The Company undertakes no obligation to revise or update forward-looking statements as a result of new information since these statements may no longer be accurate or timely.

SAFE HARBOR STATEMENT

ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

DRS will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4, which will include a prospectus of DRS, and certain other documents in connection with the transaction. SHAREHOLDERS OF RADA ARE URGED TO READ THE PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DRS, RADA, THE TRANSACTION AND RELATED MATTERS. The registration statement and prospectus and other documents filed or furnished by DRS and RADA with the SEC, when filed, will be available free of charge at the SEC's website at www.sec.gov. Alternatively, stockholders will be able to obtain free copies of the registration statement, prospectus and other documents which will be filed or furnished with the SEC by DRS by contacting DRS at +1 877-538-0912 or 2345 Crystal Drive Suite 1000 Arlington, Virginia 22202.

NO OFFER OR SOLICITATION

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

20

CONTACTS

Valeria Ricciotti

Head of Investor Relations and Credit Rating Agencies

+39 06 32473.697

[email protected]

Leonardo Investor Relations and Credit Rating Agencies

+39 06 32473.512

[email protected]

© 2022 Leonardo - Società per azioni

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