EX-99.1 2 a06-8792_3ex99d1.htm EX-99.1

Exhibit 99.1

 

 

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[GRAPHIC]

 

Stewart & Stevenson Services, Inc.

 

Cash Merger with

 

Armor Holdings, Inc.

 

April 2006

 



 

Disclaimer

 

These materials contain forward-looking statements that are based on management’s current expectations, estimates, and projections. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Many factors, including those discussed more fully elsewhere in this release and in the Company’s filings with the Securities and Exchange Commission, particularly its latest annual report on Form 10-K, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, risks of dependence on the government and failure to obtain new government contracts, inherent risks of government contracts, risks of supply interruptions, risks associated with the Distributed Energy Solutions business, risks of fixed-price contracts, risks as to rising steel prices, risks as to cost controls,  risks of general economic conditions, risk of competition, risks relating to technology, risks relating to personnel, risks of claims and litigation, risks of product defects, risks as to foreign sales and global trade matters, risks as to acquisitions and restructuring activities, risks as to currency fluctuations, risks as to environmental and safety matters, and credit risks, all as more specifically outlined in the Company’s latest annual report on Form 10-K. In addition, such forward-looking statements could be affected by general industry and market conditions and growth rates, general domestic and international conditions including interest rates, inflation and currency exchange rates and other future factors. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

 

[LOGO]

 

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Shareholder Value Creation

 

                  By divesting and winding down its non-defense related businesses, Stewart & Stevenson’s management successfully focused the market and bidders on the value of its TVS military truck business.

 

[CHART]

 

                  The highest value SVC reached during this period was $27.10 per share.

 

                  Armor Holdings offer of $35.00 per share represents a 29.2% premium to that value and a 46.2% premium assuming no premium is allocated to SVC’s net cash balance.

 

2



 

Valuation Summary

 

                  Armor’s proposal is an attractive value for SVC shareholders, representing 14.9x 2006E EBITDA.

 

Valuation Methodology

 

Metric

 

Relevant
Range

 

Implied SVC
Share Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable Acquisition Analysis

 

LTM EBITDA

 

9.5

x

-

 

12.5

x

$22.00

 

-

 

$25.75

 

 

 

2006E EBITDA

 

8.5

 

-

 

10.5

 

24.50

 

-

 

27.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable Trading Analysis

 

LTM EBITDA

 

9.5

x

-

 

11.5

x

$22.00

 

-

 

$24.50

 

 

 

2006E EBITDA

 

8.0

 

-

 

10.0

 

23.50

 

-

 

27.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discounted Cash Flow Analysis

 

Discount Rate

 

10.0

%

-

 

12.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27.50

 

-

 

34.25

 

 

 

Perpetual Growth Rate

 

0.5

%

-

 

2.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

$23.90

 

-

 

$27.85

 

 

 

 

 

 

 

Offer Price

 

 

 

$35.00

 

 

 

 

3



 

Process Overview

 

                  Contacted 13 potential strategic and financial buyers.

 

                  Of the 13 contacted, six signed confidentiality agreements that included customary standstill provisions.

 

                  Standstill provisions were put in place to ensure that the Company received each bidder’s “best and final”offer during the auction process

 

                  Two-stage auction process.

 

                  Indications of interest based on limited information

 

                  Management presentations and full diligence to bidders reaching the second stage of the process

 

                  Five bidders submitted indications of interest, all of which were invited to participate in the second stage of the process.

 

                  Three bidders submitted final bids with marked merger agreements.

 

4



 

Final Bid Process

 

February 23rd

 

February 25th

 

February 26th

 

 

 

 

 

Oshkosh:

 

Oshkosh:

 

Oshkosh:

                  $28.50/share cash tender offer, subject to regulatory approvals

                  Itemized list of 13 remaining due diligence contingencies

                  Significant revisions to draft merger agreement and schedules

                  Indicative timing of two weeks to sign a definitive agreement and request for exclusivity for that period

                  Prohibition of SVC dividend after Q1 2006

 

Company C:

                  $31.00/share cash merger

                  No reference to remaining due diligence

                  Significant revisions to draft merger agreement

 

Armor Holdings:

                  $34.00/share cash tender offer

                  No additional diligence other than full access to U.S. FMTV contract

                  Draft merger agreement that caused us to believe that we would reach an agreement promptly

 

                  $32.00/share cash tender offer, subject to regulatory approvals

                  Itemized list of four remaining due diligence contingencies, but with many due diligence contingencies included in merger agreement schedules

                  Revised mark-up of merger agreement, which continued to contain significant revisions and which, in our judgment, did not offer sufficient protection with respect to the serious antitrust risks

                  Commitment to complete diligence and execute definitive agreement by March 1, 2006

 

Company C:

                  $32.00/share cash merger

 

                  $35.50/share cash tender offer, subject to regulatory approvals

 

                  Due diligence nominally limited to full access to the U.S. FMTV contract, but with many due diligence contingencies included in merger agreement schedules

 

                  Did not submit a revised draft merger agreement or provide sufficient protections with respect to serious antitrust risks

 

Armor Holdings:

 

                  Increased offer to $34.75/share cash merger

 

                  Later increased offer to $35.00/share, conditioned upon our not communicating with other parties while working to execute a merger agreement before the market opened on February 27, 2006

 

5



 

Comparison of Final Proposals

 

 

 

Oshkosh

 

Armor Holdings

Value per Share

 

$35.50

 

$35.00

 

 

 

 

 

Remaining Due Diligence Items

 

                  Originally included a list of 13 diligence items, plus significant diligence items included in revisions to merger agreement schedules

 

One

 

 

                  Slightly reduced on Feb. 25

 

 

 

 

                  Slightly reduced on Feb. 26

 

 

 

 

 

 

 

Draft Merger Agreement

 

Significant revisions

 

All significant merger terms agreed upon

 

 

 

 

 

Timing to Signing a Definitive

 

                  Originally indicated two weeks

 

Imminent

Agreement

 

                  Revised to 5 days

 

 

 

 

 

 

 

Antitrust Approval

 

                  At a minimum, a second request and 3 to 5 months to close

 

No significant concerns

 

 

                  Insufficient protections provided with respect to serious antitrust risks

 

 

 

 

 

 

 

Form of Transaction

 

Cash Tender, but subject to the regulatory approvals described above

 

Cash Merger

 

 

 

 

 

Likely Closing Date

 

3rd quarter or later, if at all

 

May 2006

 

6



 

Concerns with Respect to Oshkosh’s Proposal

 

                  A second request would be a virtual certainty, and the process would take three to five months or more.

 

                  Risk that antitrust considerations could result in non-consummation altogether.

 

                  Insufficient protections provided by Oshkosh with respect to serious antitrust risks.

 

                  Initial proposal’s request for two weeks of exclusivity to complete 13 remaining due diligence items.

 

                  Significant revisions to merger agreement and schedules.

 

7



 

Timetable to Closing

 

                  Record date for shareholder vote

 

April 5, 2006

 

 

 

                  Distribution of proxy materials

 

April 7, 2006

 

 

 

                  Shareholder meeting

 

May 9, 2006

 

 

 

                  Anticipated closing of transaction

 

May 9, 2006

 

8