EX-99.C.4 5 f59292exv99wcw4.htm EX-99.C.4 exv99wcw4
Exhibit 99(c)(4)
The Special Committee of Shakespeare Transaction Overview February 28th, 2011 Confidential Presentation


 

Summary Observations of the Business Small changes to underlying assumptions could lead to significant changes to the financial profile and have strong implications for value on both the upside and downside The cases considered assume no cycles nor any unexpected disruptions to the business Running the specialty memory business as a standalone public company would be challenging given its lack of growth The Brazil business is in a good position, although its success and viability are heavily reliant on continued government regulations and limited / no new entrants to the market Enterprise SSD has strong prospects, however is positioned in a highly competitive sector as evidenced by CY'12 trading P/E multiples for key comparable companies (STEC, OCZ) Margins currently below peersand critical execution steps yet to be proven out 1


 

$7.50 preliminary bid Offer does not reflect growth prospects of the business broadlyBid was submitted at the trough of a DRAM ASP cycle and does not reflect the currently improving DRAM environment Bid also does not reflect expectations for stability and upside beginning in 2H CY'11 30% premium to the stock price on 1/19/11 Offer represents a 6% and 11% premium to the current and 30-day average prices respectively(1),a significant discount to market premiumsDomestic technology M&A transactions 2010-2011YTD between $300mm and $1bn in value have mean and 3rd quartile 1-day premiums of 44% and 49%; 30-day premiums of 51% and 62%, respectively The broader market has traded up since the offer with outperformance by certain key comps like Micron, which is up 22% Over the last 3 years, 85% of the total share value and 89% of the total share volume have traded below $7.50 Historical trading over the last three years reflects the impact of the period of unprecedented instability caused by broader macro crisis not directly related to Shakespeare's performanceThe trading over the last three years is not representative of Shakespeare's future performance and growth potentialWall Street consensus median and high price targets of $8.50 and $11.00, respectively 6.8x CY'11 EBITDA and 11.5x CY'11 EPS The offer currently represents 5.0x CY'11 EBITDA compared to an average forward EBITDA multiple of 4.9x since the IPO, despite EBITDA trough in CY 2011Valuation does not recognize growth of Enterprise SSD business Counter to Silver Lake Valuation Offer Price Offer Premium Silver Lake Position Counter Argument Historical Trading ___________________________ Closing price of $7.05 on 2/25/2011. 2


 

Suggested Script for Silver Lake Partners We reviewed your proposal and had a chance to review and discuss your presentation with the Special Committee As you know, based on your current proposal we are not in a position to move forward However we think there could be merit in a take-private transaction at an appropriate price that reflects an acceptable premium over the current stock price The management team has reviewed and updated the company's projections and have subsequently engaged with us to examine the reviewed projections We would like to invite you to go through the financials in a chaperoned session and to re-submit a proposal in a timely fashion The Special Committee will then review the revised bid and make a decision on how to move forward Goal is to communicate the Special Committee's decision and facilitate a process to enable Silver Lake to submit a revised bid 3


 

Suggested Next Steps Enable Silver Lake to submit a revised bid Deliver script to Silver Lake Meeting between management (including advisors) and SLP principals to review "reviewed" case and address other diligence items Prepare for third-party diligence (management presentations, data room, NDAs, etc.) Barclays Capital will work with the Special Committee and its counsel to oversee due diligence and execute any transaction process and negotiation that the Special Committee elects to pursue Finalize list of other potential buyers to reach out to in the event that Silver Lake submits an offer within an acceptable range Taking into consideration process confidentiality and maximizing shareholder value Receive Silver Lake's revised indication of interest and review with the Special Committee Assess Go / No Go Develop a response to the proposal Consider reaching out to other identified buyers 4


 

Sponsor Fund Size Relevant Acquisitions and Portfolio Companies Founded: 1984Total assets: $65bn Founded: 1999Total assets: $5 bn Founded: 2000Total assets: $9 bn Founded: 1976Total assets: $42 bn Founded: 1985Total assets: $28 bn Founded: 1999Total assets: $13 bn Founded: 1992Total assets: $50 bn Select Financial Buyers ___________________________ Source: Company website, FactSet, Capital IQ, Hoover's, OneSource. / Range of serious bidders may be limited to 4-5 parties 5


 

Potential Strategic Buyers for Shakespeare Complementary product roadmaps SanDisk in August launched its first product in embedded SSD categoryShakespeare's announced new strategic move into the Flash packaging focusing on Micro SD cards, SD cards, and USBsStrategic opportunity to leverage Shakespeare's current presence to penetrate Brazil market by offering full manufacturing capability and shorter lead timesSpecialized DRAM business not a clear fit Expand downstream by further integrating Shakespeare's highly differentiated specialty DRAM capabilities to drive higher margins and top line growthSynergistic product offering: Shakespeare's XceedIOPS SAS solution currently ships with Micron's MLC Flash componentsOpportunity to leverage Shakespeare's presence and relationships with Tier 1 OEMs to cross sell into the Brazil's high growth end marketsHigh volume focused NA #1 global memory module vendor - opportunity to acquire the closest competitor and further consolidate the marketShakespeare's dominant position in Brazil provides instant access to highly attractive end marketsAccess to Shakespeare's IP and expertise in enterprise-class SSS solutions to complement its consumer/computing SSS offeringPrivately held and has not executed M&A historically Expand downstream by further integrating Shakespeare's highly differentiated specialty DRAM capabilities to drive higher margins and top line growthDeveloping a new SSD controller in partnership with Seagate - enterprise-class SSD's slated for a "mid-2012" releaseHas not historically executed on M&A Company Strategic Rationale Key Metrics ___________________________ Source: FactSet and I/B/E/S consensus estimates. Data as of 2/25/11. ($ in millions) 6


 

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