EX-99.2 3 dex992.htm INVESTOR SLIDE PRESENTATION INVESTOR SLIDE PRESENTATION
1
Serologicals
Acquisition and Q1 2006 Webcast
April 25, 2006
ACCELERATING GROWTH AND INNOVATION
Exhibit 99.2

2
Forward-looking Statements-Reg. G-Proxy
In order to take advantage of the safe harbor provisions of the private securities
litigation reform act of 1995, you should understand that we will be making
forward-looking statements in this conference. These statements involve a number
of risks and uncertainties, including those which are set forth in our annual report
on Form 10-K, subsequent quarterly reports on Form 10-Q, and our other SEC
filings. We assume no obligation to update any forward-looking statement based on
new information, future events or any other reason.  A reconciliation of non-GAAP to
GAAP historical results is available on the company’s website.
This
material
is
not
a
substitute
for
the
proxy
statement
Serologicals
will
file
with
the
Securities
and
Exchange
Commission.
Investors
are
urged
to
read
the
proxy
statement
when
it
becomes
available,
because
it
will
contain
important
information.
The
proxy
statement
and
other
documents
which
will
be
filed
by
Serologicals
with
the
Securities
and
Exchange
Commission
will
be
available
on
the
SEC's
website,
www.sec.gov.
Serologicals
and
certain
of
its
directors,
executive
officers
and
certain
other
members
of
its
management
may
be
deemed
to
be
soliciting
proxies
from
Serologicals’
shareholders
in
connection
with
the
proposed
transaction.
Investors
may
obtain
a
detailed
list
of
names,
affiliations
and
interests
of
Serologicals
participants
in
the
solicitation
of
proxies
of
Serologicals
shareholders
by
reading the proxy statement when it becomes available.

3

4
Agenda
•
Recap of Millipore strategy
•
Transaction overview & strategic rationale
•
Operational and financial impact
•
First quarter 2006 earnings presentation

5
Millipore’s transformation is driving accelerated
revenue growth and value creation
•
Niche provider,
moderate growth
Prior to 2004
•
New leadership
•
New strategy
2005
2006+
•
Better execution
•
New markets
•
Faster growth

6
Millipore strategic goals
•
Strengthen leadership position with biopharmaceutical customers
•
Become a strategic supplier in bioscience research markets
•
Lead industry in product quality and manufacturing effectiveness
•
Become a magnet for talent
•
Double the value of the company by 2009

7
Building on significant progress made in 2005
Sharpened focus from 3 divisions to
2 divisions
Senior management, new or in new roles
21 of 34
Acquisitions and alliances
3
Improved manufacturing effectiveness, savings by 2009
$40M
New products launched in 2005
40
Revenue growth in 2005
12%

8
Agenda
•
Recap of Millipore strategy
•
Transaction overview & strategic rationale
•
Operational and financial impact
•
First quarter 2006 earnings presentation

9
Transaction overview
•
$31.55 per share all cash offer for all of Serologicals’
outstanding shares
•
Total value of transaction: approximately $1.4 billion
•
Transaction expected to close by June 30, 2006
•
Conditions to closing
–
Serologicals
shareholder approval
–
Customary regulatory approvals
–
Other conditions of merger agreement

10
Serologicals: a perfect strategic fit
•
Brings strategic value to both Bioscience and Bioprocess
•
Provides entry into rapidly growing markets
•
Accelerates organic revenue growth
•
Establishes important critical mass
•
Increases 2006 and 2007 non-GAAP earnings per share
–
transaction is significantly accretive on a non-GAAP basis

11
Who is Serologicals?
•
A leading provider of a broad range of innovative
solutions that enable and facilitate drug discovery,
development and production
•
Research Division: Deep product portfolio and
leading edge products and services in rapidly
growing market segments
–
Neuroscience
–
Stem cell research
–
Multiplex platform technologies
–
Nuclear function
–
Drug discovery products and services
•
Celliance
Division: Provides cell culture media
supplements used in the production of biologics
2006 Revenues*
Research
60%
Celliance
40%
*Serologicals
management projections

12
Serologicals
at a glance
2005 Revenues
$275M
Organic revenue growth
16%
Gross margins*
57%
Earnings per share*
$0.98
2005 earnings per share growth*
24%
New products launched in 2005
1,700
Source: Serologicals
*Non-GAAP, GAAP reconciliation available on Serologicals
website

13
Serologicals: strong track record of innovation
New Product Launches
Revenue Per New Product
2003
2004
2005
$5,797
$6,600
$8,500
2005
1,700
Source: Serologicals
2004
2003
1,215
930

14
Leader in cell culture
supplements
Highly productive
R&D organization
Strong brand and
customer relationships
Innovative, broad
Bioscience portfolio
#1 in downstream bioprocessing,
lab water, and life science filtration
Complementary strengths of each company
Global direct sales force

15
Combining two dynamic and growing companies
2005 Organic Revenue Growth Rate
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
Serologicals
Millipore
Qiagen
Invitrogen
Affymetrix
Sigma-Aldrich
Fisher
10%
9%
6%
6%
5%
5%
Source: Company Filings and Wall Street research
16%

16
Sigma-Aldrich
Serologicals
Leading player in life science consumables
2005 Revenues ($ millions)
0
5,000
Serologicals
+ Millipore
Millipore
Qiagen
Invitrogen
Affymetrix
Fisher*
1,266
1,198
991
398
368
275
Source: UBS
1,667
4,141
500
1,000
1,500
4,000
*revenue for scientific products division

17
Bioscience becomes strategic supplier
•
Transforms
Millipore’s Bioscience Division by immediately
providing deep product offerings in high growth markets
Millipore Bioscience Today
Millipore + Serologicals
Lab Filtration and
Sample Prep
48%
Service
9%
Lab Water
43%
Service
6%
Lab Water
32%
Antibodies
11%
Drug Discovery
6%
Cell Biology
9%
Lab Filtration and
Sample Prep
36%
2005 Revenues

18
Bioscience: gains leadership positions in
high growth markets
Antibody
Technology
Nuclear
Function
Multiplex
Technologies
Stem
Cells
9%
15%
15%
15-20%
Drug
Discovery
14%
Estimated market CAGR 2006-2011
Source:  Millipore

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Bioscience:  significant geographic synergies
% of life science sales force by geography
Serologicals
Millipore
Asia
14%
South
America
7%
Japan
11%
North
America
19%
Europe
49%
North
America
64%
Europe
30%
Asia
2%
Japan
2%
South
America
2%

20
Millipore Bioprocess Today
Millipore + Serologicals
Chromatography
& Filtration
61%
Components & Systems
18%
Process
Monitoring Tools
19%
Components &
Systems
15%
Process Monitoring Tools
16%
Chromatography
& Filtration
49%
Cell Culture Supplements
19%
Services
1%
Services
2%
Bioprocess:  only provider of cell culture and
downstream separations offerings
•
Millipore’s Bioprocess Division gains significant offering in
$1 billion upstream bioprocessing
market
2005 Revenues

Bioprocess: increased presence in key accounts
Process
development
and scale-up
Upstream
processing
Downstream
purification and
filtration
Ongoing
compliance
monitoring and
testing
Filtration and chromatography
Disposable Solutions
Process Monitoring Tools
Cell Culture
Supplements

22
Bioscience
40%
Bioprocess
60%
Serologicals:  a perfect strategic fit
Bioscience
60%
Bioprocess
40%
Millipore
Serologicals
Bioscience
42%
Bioprocess
58%
2006 Revenues
*
Combined
Company
*Forecasted Pro Forma revenue

23
Agenda
•
Recap of Millipore strategy
•
Transaction overview & strategic rationale
•
Operational and financial impact
•
First quarter 2006 earnings presentation

24
Higher organic growth
Organic growth, constant currency
2006*
2007**
2005
2004
2003
6%
6%
10%
8-10%
9-11%
*Millipore standalone 2006 guidance
**Combined company growth over pro forma 2006 revenues

25
Serologicals
will improve Millipore’s profitability
2005 Results
Millipore
Serologicals
Millipore
Serologicals
Gross margins*
EBITDA margins*
53.9%
57.0%
22.7%
24.6%
* non-GAAP, as reported

26
Cost savings and synergies
•
$9 to $10M cost savings and synergies in 2007
–
$15 to $17M in 2008
•
Revenue Synergies
–
Geographic sales synergies
–
Bioprocess sales force and customer relationships
–
Further leverage internet as sales channel
•
Integration team in place led by Charlie Wagner, Corporate Vice
President of Strategy & Corporate Development

27
2006E*
New
$3.60-$3.75
Transaction is accretive immediately
2007E*
New
$3.00-$3.10
Non-GAAP EPS
2006E
Old
$2.90-$2.95
*combined company

28
Financing of transaction
•
Approximately $600 mm from balance sheet
•
Approximately $900 mm from debt
•
Combined cash flow will be used to re-pay debt
* Previously issued 2006 cash flow from operations guidance-annualized
Serologicals*
Millipore*
Combined
$40-$45
$180-$185
$220-$230
Cash Flow from Operations

29
Agenda
•
Recap of Millipore strategy
•
Transaction overview & strategic rationale
•
Operational and financial impact
•
First quarter 2006 earnings presentation

30
•
Bioscience
–
Strong growth in China
–
Continued success with new products
–
Sales force initiatives are working
•
Bioprocess
–
Healthy demand from biotech customers
–
Strong pipeline for NovAspetic
products
10.0%
13.0%
Bioscience
Bioprocess
Q1 2006 Constant Currency Revenue Growth
Growth of both divisions remains strong

31
Q1 2006 Highlights
•
Bioprocess continues to grow rapidly
•
Third straight quarter of strong performance from Bioscience
•
Supply chain initiative generating expansion in gross margins
•
Acquisitions of Serologicals
and Newport Bio Systems will help to
fuel future growth and profitability
•
Continuing to raise level of execution

32
Actual Dollars (In millions, except per share data)
Q1 2006
Q1 2005
% Change
Sales
$ 268.4
$250.2
7%
Gross profit
142.6
136.1
5%
% of sales
53.1%
54.4%
SG&A
80.9
76.7
5%
% of sales
30.1%
30.7%
R&D
18.4
16.1
14%
% of sales
6.9%
6.4%
Operating income
41.9            42.6
(2%)
% of sales
15.6%
17.0%
Net income
$   34.5
$   32.3
7%
EPS
$   0.64
$   0.64
--
Shares outstanding
53,883
50,327
7%
Q1 2006 GAAP results

33
GAAP to Non-GAAP Reconciliation
Actual Dollars($ millions)
Q1 2005
Q1 2006
Executive transition agreements
7.8
Manufacturing consolidation
-
4.2
Amortization of purchased intangibles
0.7
1.4
Total non-GAAP adjustments before taxes
9.0
8.2
Tax effects of non-GAAP adjustments
(2.1)
(2.9)
Non-GAAP net income
6.9
$  
5.3
$ 
Net income -
GAAP
Non-GAAP adjustments
:
Total non-GAAP adjustments, net of tax
34.5
32.3
-
39.8
39.2
Division reorganization
0.5
Stock-based compensation
-
2.6
$ 
$ 
$ 
$ 
$ 
$ 
$ 
$ 

34
Actual Dollars (In millions, except per share data)
Q1 2006
Q1 2005
% Growth
Sales
$ 268.4
$250.2
7%
Gross profit
147.2
136.1
8%
% of sales
54.9%
54.4%
SG&A
79.0
68.5
15%
% of sales
29.4%
27.4%
R&D
18.1
16.1
13%
% of sales
6.7%
6.4%
Operating income
50.2            51.5
(3%)
% of sales
18.7%
20.6%
Net income
$   39.8
$39.2  
2%
EPS
$   0.74
$   0.78
(5%)
Q1 2006 Non-GAAP results*
* Please refer to the non-GAAP reconciliation table in Millipore’s Q1 2006 earnings announcement

35
Cash & marketable securities
$651
$141
Debt
$563
$133
Accounts receivable
$215
$199
DSOs
73 days
73 days
Inventory
$166
$139
Days of Inventory
120 days
112 days
Cash flow from operations
($24)
$18
$ in millions
Q1  2006
Q1  2005
Balance sheet

36
Summary
•
Transaction will transform Millipore and immediately make
company stronger player in Bioscience
•
Bioprocess Division gains access to large upstream market
•
Opportunity to accelerate R&D productivity and gain key talent
•
Combined company will accelerate growth and profitability and
create new value for shareholders
•
Another quarter of good execution
–
expanded
market
leadership
in
disposable
bioprocessing
market with
acquisition of Newport Bio Systems