EX-99.2 3 ex99-2.htm EXHIBIT 99.2 - SLIDE PRESENTATION ex99-2.htm
1
A STRATEGIC MERGER
DELIVERING COMPELLING VALUE
TO STOCKHOLDERS
Pier Francesco Guarguaglini
Chairman of the Board and Chief Executive Officer
Finmeccanica SpA
Alessandro Pansa
Chief Financial Officer and Co-General Manager
Finmeccanica SpA
Mark S. Newman
Chairman of the Board, President and Chief Executive Officer
DRS Technologies, Inc.
May 13, 2008
 
 

 
2
AGENDA
 Transaction Highlights
 Strategic Rationale
 Introduction to Finmeccanica
 Opportunities for International Expansion
 Transaction Process
 A Win/Win Combination
 
 

 
3
SAFE HARBOR
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995: This presentation contains forward-looking statements, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, that are based on management's
beliefs and assumptions, current expectations, estimates and projections. Such
statements, including statements relating to Finmeccanica’s and DRS Technologies’
expectations for future financial performance, are not considered historical facts and are
considered forward-looking statements under the federal securities laws. These
statements may contain words such as “believes,” “anticipates,” “plans,” “expects,”
“intends,” “estimates” or similar expressions. These statements are not guarantees of
the companies’ future performance and are subject to risks, uncertainties and other
important factors that could cause actual performance or achievements to differ
materially from those expressed or implied by these forward-looking statements and
include, without limitation, demand and competition for the companies’ products and
other risks or uncertainties detailed in DRS’s Securities and Exchange Commission
filings. Given these uncertainties, you should not rely on forward-looking statements.
Such forward-looking statements speak only as of the date on which they were made,
and the companies undertake no obligations to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
 
 

 
4
TRANSACTION HIGHLIGHTS
Finmeccanica’s Offer $81.00 per DRS share
Consideration 100% cash
Enterprise Value $5.2 billion total consideration
 Includes:
 · $1.2 billion in DRS net debt, following
 conversion of $345 million in
 convertible notes
Break-up Fees $90 million plus expenses
Expected Closing 4Q 2008
 
 

 
5
TRANSACTION HIGHLIGHTS
A new chapter in DRS’s 40-year history
· Finmeccanica’s offer a compelling price to DRS’s
 stockholders
· Price represents 27% premium to DRS’s closing share
 price on May 7, 2008 and 32% premium to DRS’s 30-
 day average stock price
· Transaction an excellent fit for both DRS and
 Finmeccanica
· Both boards of directors have unanimously approved
 the terms of the agreement
 
 

 
6
HIGHLY COMPELLING TRANSACTION
BETWEEN 2 INDUSTRY LEADERS
Significant benefits for both DRS and
Finmeccanica
  Strategic fit for 2 companies with proven track records in
 U.S. and international defense markets
  Finmeccanica 9th largest defense contractor
  DRS 21st largest defense contractor
  Combination creates a top-tier global defense competitor
 with $24 billion in revenues
 
 

 
7
TRANSFORMATIONAL TRANSACTION
FOR DRS
Significant benefits for DRS
 Dramatically accelerates DRS’ vision of becoming a top-
 tier defense contractor that competes as a prime for
 large defense contracts
 Finmeccanica’s resources will give DRS the ability to bid
 for significant prime defense contracts
 Finmeccanica’s global presence also will allow DRS
 increased access to international markets
 DRS to retain name and operate as autonomous
 subsidiary under Special Security Agreement (SSA)
 
 

 
8
INTRODUCTION TO FINMECCANICA
 Public holding group of diverse aerospace, defense and
 security businesses
  Headquartered in Rome, with major facilities in the U.S.,
 U.K. and around the globe
  Trades on Milan Stock Exchange under the symbol FNC
  Over 60,000 employees worldwide
  Over 2,000 employees in 32 U.S. facilities
 Ranked 9th largest defense and security firm in the world
 $21 billion in 2007 revenues
 
 

 
9
HIGH IMPACT TRANSACTION FOR
FINMECCANICA
Significant benefits for Finmeccanica
 Finmeccanica immediately gains strong foothold in U.S.
 defense market with acquisition of leading U.S. defense
 contractor
 Strong opportunities to leverage DRS’s core competencies in
 international markets
 Complementary units will create opportunities for expanded
 roles in the international defense market, particularly in:
  Land and naval systems
  Mission avionics
  Simulation and training
  Integrated logistics support services
 
 

 
10
Kuwait
Border Defense
U.S. & Canada
National Defense &
Homeland Security
South America
National Defense
Africa
Communications
Networks/Infrastructure
South Korea
Border Defense
Japan
National & Border
Defense
U.K.
Ground vehicle &
naval equipment
India
National &
Border Defense
Eastern Europe
National & Border
Defense
Israel, Egypt,
Jordan, Saudi
Arabia, UAE
National &
Border Defense
OPPORTUNITIES FOR
INTERNATIONAL EXPANSION
 
 

 
11
TRANSACTION PROCESS 
 Subject to approval by DRS stockholders, regulatory
 approvals and other closing conditions
  CFIUS and DSS reviews
 Committed financing provided to Finmeccanica by 4
 major financial institutions
 Expecting 4Q 2008 closing
 
 

 
12
FINANCING
Syndicated Loan Facilities
  Transaction to be initially funded through €3.2 billion Bridge
 Bank Financing and cash on hand
Capital Increase
  Capital increase transaction to be carried out in proximity of
 merger closing or earlier, at terms to be defined
  42 million share non-rights offering already approved by
 General Shareholder Meeting
Non-Strategic Asset Disposals
  Sale of a stake of Ansaldo Energia through IPO, in line with
 Finmeccanica’s strategy to gradually lower exposure in non-
 core assets
  Divestiture of other assets
Additional Debt
  Allocated against both Finmeccanica and DRS Technologies
 cash flow 
 
 

 
13
A WIN/WIN COMBINATION
 Accelerates DRS’ vision of becoming a top-
 tier defense contractor that can compete as
 a prime for large contracts
· Firmly establishes Finmeccanica’s position as
 a leading contractor in U.S. defense market
 
 

 
14
QUESTIONS
 
 

 
15
ADDITIONAL INFORMATION
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT: DRS Technologies intends to file with
the U.S. Securities and Exchange Commission a proxy statement to stockholders of DRS Technologies and other
relevant documents in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF DRS
TECHNOLOGIES ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FINMECCANICA, DRS
TECHNOLOGIES AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of these
materials (when they are available) and other documents filed with the U.S. Securities and Exchange Commission at
the U.S. Securities and Exchange Commission’s web site at http://www.sec.gov. A free copy of the proxy statement,
when it becomes available, also may be obtained from DRS Technologies, 5 Sylvan Way, Parsippany, NJ 07054, Attn:
Investor Relations. Investors and security holders may access copies of the documents filed with the U.S. Securities
and Exchange Commission by DRS Technologies on its web site at http://www.drs.com.
PARTICIPANTS IN SOLICITATION: Finmeccanica, DRS Technologies and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from their respective stockholders with
respect to the proposed transaction. Information regarding DRS Technologies’ directors and executive officers is
available in its proxy statement filed with the U.S. Securities and Exchange Commission by DRS Technologies on July
3, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained the proxy statement and other relevant
materials to be filed with the U.S. Securities and Exchange Commission when they become available.
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
registration or qualification under the securities laws of any 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.