EX-99.3 4 d33819dex993.htm EX-99.3 EX-99.3
1
September 16, 2015
Exhibit 99.3

2
•
Transaction overview
•
Rationale
•
About OMRON
•
People –
what
does this mean for me
•
Questions / comments
Agenda

3
•
Omron plans to acquire 100% of the outstanding shares of Adept
common stock
•
All cash tender offer followed by a second-step merger
Transaction Overview
Acquisition
Approach
•
Omron will offer investors $13 per share of Adept common stock
•
Represents a 63% premium over the closing price for Adept’s
common stock on September 15, 2015
•
This values Adept at approximately $200 million USD
Acquisition
Value
•
Tender offer expected to commence on or about September 23, 2015
•
Transaction expected to close on or about October 23, 2015
•
Subject to customary closing conditions, including at least a majority of shares
of Adept common stock being tendered in the offer, expiration of the applicable
waiting
period
under
the
Hart-Scott-Rodino
Antitrust
Improvements
Act
of
1976,
and receipt of required foreign antitrust approvals
Acquisition
Timing

4
•
Strategic alignment towards Manufacturing, Food & Beverage &
Semiconductor Markets
•
Robotics growth in factory automation forecasted +12% CACR
•
Complementary geographic market penetration strengths
Strategic Rationale -
OMRON
Market &
Geographic
Rationale
•
Completes
ILO+S
(Input
-
Logic
-
Output
+
Safety)
portfolio
with
Robotics
•
Enables unprecedented solution flexibility & throughput
•
Expands solution envelope into materials handling & logistics
Solution &
Portfolio
Rationale
•
Defines global leadership in motion, control & robotics technologies
•
Combines two world leading development & software engineering
teams
•
Mobile robotic platform has a high value, blue ocean market horizon
Technology &
Know How
Rationale

5
•
Accelerates Sales, Marketing, and Product Development
•
Introduces best-in-class worldwide talent
Strategy Rationale –
Adept Employees
Accelerate
Five Year
Plan
•
Drives top line with sales and marketing synergies
•
Execution of operational synergies become profitable near term
•
Provides resources to accelerate growth goals
Accelerate
our Results
Top and
Bottom line
•
Integrity, Respect, Trust, global effective teamwork
Culture Fit!

6
•
Accelerate our five year plan
•
New resources and new opportunities
Careers
•
Compensation and benefits to be generally
comparable with current
•
Systematic review to align the two companies
Compensation
and Benefits
Strategy Rationale –
Adept Employees

7
Broad Product Portfolio
Industry leading software and controls for fixed and
mobile automation

8
Product / Technology Rationale
Adept brings to life our vision of the future of Automation
Traditional
Focus Areas
Current
Expansion
Future Growth
Areas
•
Product Quality
•
Labor Reduction
•
Stability
•
Optimization
•
Speed
•
Productivity & Speed
•
Lean Manufacturing
•
Multi-line Production
•
Big Data
•
Energy Conservation
•
Dock-to-Dock Automation
•
Digitized Factory
•
Automated Mat. Handling
•
Unmanned Warehouse
•
Eco Friendly

9
Number of Employees

10
Net Sales by Business Segment

?
11
Europe
Greater
China
China
North
America
Global Network
Asia
Pacific
Korea
Japan
Taiwan
Hong Kong
Philippines
Malaysia
Singapore
Indonesia
Australia
New Zealand
Vietnam
India
Thailand
South Africa
Canada
Mexico
U.S.A.
Brazil
Argentina
Russia
Poland
Sweden
Finland
Norway
Denmark
U.K.
Portugal
France
Belgium
Spain
Switzerland
Italy
Turkey
Czech Republic
Slovakia
Austria
Hungary
Netherlands
Germany
Omron
is
expanding
its
business
in
the
Americas,
Europe,
Asia
Pacific
and
China,
from
our
factory automation control equipment business to building a retail network spanning 80 countries.
Our
5
major
factories
are
in
Dalian,
Shanghai,
Shenzhen,
and
Guangzhou
in
China
&
the
mother
factory
in
Japan.

?
12
Locations in the Americas
Chicago
OMCA-HQ, OFI (HQ)
OEI (IAB)
OCB-AM (EMC)
OED-C (AEC)
OHI / MIRA (HCB)
Mexico City
OMCA-MX (HQ)
OEI-MX (IAB)
OHM (HCB)
Sao Paulo
OBR (HQ/IAB)
OAZ
(AEC)
OHB / OHN (HCB)
Canada
OFC (HQ)
OCI (IAB)
OAR (AEC)
Houston
OOM
(IAB)
Guanajuato
OAX (AEC)
OEI-MX (IAB)
Detroit
OED (AEC)
Fremont
OSTI (IAB)
Miami
OHI (HCB)

13
Confidential B
VG2020 Sales History
6,505
453
(7.0%)
37.1%
Sales
GP
margin
operating
income
(ROS)
6,195
401
(6.5%)
36.8%
8,473
866
(10.2%)
39.3%
7,730
681
(8.8%)
38.5%
FY11
FY12
FY13
FY14
ROIC
ROE
8.6%
4.8%
13.4%
11.3%
8.8%
5.2%
13.5%
11.6%
Unit: JPY
10 billion

14
Confidential B
VG2020 Goal
Sales Revenue: Over 1 trillion yen
Implementing the Omron Principles
Growth
Creating new value around the world
Challenge for further GROWTH!

15
OMRON Principles

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We are looking forward
to a bright future together

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Timing and next steps
•
Announcement
9/16
•
Sign & Close window
9/16 –
on or about 10/23
–
Business execution
–
Communications
–
Employees
–
Customers / suppliers
–
Planning
•
Integration plan execution
From closing
–
Top line team
–
Synergies team
–
Communications team

18
Adept employee communication
•
Follow on question and answer
Daily, next 3 days, as needed
–
ECM style and department break outs
•
CEO status / update
Weekly email, next 5 weeks
•
Omron profile and deal rationale
Sept 22
•
Employee contract appointments
Sept 28 –
Oct 16

19
Questions / Comments

20
Forward Looking Statements
Any statements made concerning the proposed transaction between the Company, Omron,
Parent and Merger Sub, the expected timetable for completing the transaction, the successful
integration of the business, the benefits of the transaction, future revenue and earnings and
any other statements that are not purely historical fact are forward-looking statements.
Such
forward-looking statements involve known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from the results expressed or implied by such
statements, including general economic and business conditions, conditions affecting the
industries served by the Company, Omron, Parent and their respective subsidiaries, conditions
affecting the Company’s, Omron’s or Parent’s customers and suppliers, competitor responses
to the Company’s, Omron’s or Parent’s products and services, the overall market acceptance
of such products and services, the integration of the businesses and other factors disclosed in
the Company’s periodic reports filed with the SEC.
Consequently, such forward-looking
statements should be regarded as the Company’s and Parent’s current plans, estimates and
beliefs.
Neither the Company nor Omron, Parent or Merger Sub assume any obligation to
update the forward-looking information contained in this presentation, except as expressly
required by law.

21
Where you can find Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to
buy any securities. The tender offer for the outstanding shares of Adept’s common
stock described in this communication has not commenced. At the time the tender offer
is commenced, Omron will file or cause to be filed a Tender Offer Statement on
Schedule TO with the Securities and Exchange Commission (“SEC”) and Adept will file
a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to
the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related
Letter of Transmittal and other tender offer documents) and the
Solicitation/Recommendation Statement will contain important information that should
be read carefully before any decision is made with respect to the tender offer. Those
materials will be made available to Adept’s stockholders at no expense to them by the
information agent to the tender offer, which will be announced. In addition, all of those
materials (and any other documents filed with the SEC) will be available at no charge
on the SEC’s website at www.sec.gov.