![]() 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. |
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![]() 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 |
![]() 19 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 |
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