Filed by DRS Technologies, Inc.
Pursuant to Rule 425
under the Securities Act of 1933, as amended
Subject Company: Integrated Defense Technologies, Inc.
Subject Commission File No.: 001-31235
The following is the slide presentation used in the presentation to the
financial community by representatives of DRS Technologies, Inc., in
connection with the Agrreement and Plan of Merger, dated August 15, 2003 among
DRS Technologies, Inc., Integrated Defense Technologies, Inc. and a wholly
owned subsidiary of DRS Technologies, Inc.
ACQUISITION OF IDT
August 18, 2003
SAFE HARBOR
This presentation contains forward-looking information, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended, that is based on management's beliefs and
assumptions, current expectations, estimates and projections. Such
information, including information relating to the Company's expectations for
future financial performance, is not considered historical facts and is
considered forward-looking information under the federal securities laws. This
information may contain words such as "believes," "anticipates," "plans,"
"expects," "intends," "estimates" or similar expressions. This information is
not a guarantee of the Company's future performance and is subject to risks,
uncertainties and other important factors that could cause our actual
performance or achievements to differ materially from those expressed or
implied by this forward-looking information and include, without limitation,
demand and competition for the Company's products and other risks or
uncertainties detailed in the Company's Securities and Exchange Commission
filings. Given these uncertainties, you should not rely on forward-looking
information. The Company undertakes no obligations to update any
forward-looking information, whether as a result of new information, future
events or otherwise.
DEAL SUMMARY
$17.50 per share:
o $12.25 in cash
o Balance in DRS stock (subject to a collar)
o Approximately $175 M in IDT net debt
o $550 M total enterprise value
Valuation metrics:
o 1.5x FY2005E sales
o 8.5x FY2005E EBITDA
IDT AT A GLANCE
Electronic Combat Systems
o Air Combat Training - Test and Evaluation
o Shipboard and Coastal Electronics
o Airlift Avionics and Cargo Delivery Systems
o Electromechanical Products
Communication and Surveillance systems
o Signal Intelligence
o Microwave Subsystems
o Radio Frequency Transmitters
o Weather Radar Systems
Diagnostic and Power Systems
o Test Equipment
o Power Management
o Vehicle Electronics
o Embedded Diagnostics
IDT PRODUCT PLATFORMS
[Graphic]
TRANSACTION BENEFITS
o Creates the leading "mid-tier" defense technology company
o Diversifies business mix (no single program greater than 6% of revenues)
o Provides robust core and future business opportunities
o Broadens relationship with existing customers - U.S. Army/Navy/Marine Corps
o Establishes significant presence with U.S. Air Force and Intelligence
communities
o Generates immediate earnings accretion and cash flow
LEADERSHIP POSITION IN "MID-TIER" DEFENSE ELECTRONICS
DRS - FY2005E Revenue $1.2B
Electronic Systems Group
FY2005E Sales: $425 M
Key Business Lines:
o Naval workstations
o Power distribution and control systems
o Tactical systems
o Radar and sonar systems
Electro-Optical Systems Group
FY2005E Sales: $300 M
Key Business Lines:
o Electro-optical/infrared sensor systems
o Infrared detectors
Flight Safety and Communications Group
FY2005E Sales: $115 M
Key Business Lines:
o Shipboard communications
o Deployable flight recorders
o Mission recorders
o High-speed digital imaging systems
o Weapons alignment systems
Intelligence, Training and Test Group
FY2005E Sales: $360 M
Key Business Lines:
o Electronic training and combat systems
o Diagnostics and power systems
o Communications surveillance and radar systems
STRONG, DIVERSIFIED PORTFOLIO OF PROGRAMS
DRS Stand Alone DRS Pro Forma
% of % of
FY2005E Sales FY2005E Sales
Q-70 9.1% 6.3%
MMS 8.2 5.7
DD(X) 4.4 3.1
Bowman 3.3 2.3
IBAS 3.2 2.3
HTI 2.8 2.0
FCS 2.7 1.9
M1/A1 Testing - 1.7
CHS-2/3 2.4 1.7
LRAS 2.1 -
P5CTS - 1.6
AMP 1.8 -
Total Top 12 40.0% 28.6%
ROBUST CORE & FUTURE BUSINESS OPPORTUNITIES
Core Programs Future Programs
Q-70 DD(X)
HTI IBR
IBAS LCS
APACHE SAFCS
LRAS CVN-21
SVS MFLS
CHS-2 FCS
JAVELIN DRS HTSS
FBCB2 -> JSF
MTS DVS/TWS
BOWMAN CHS-3
VISUAL DEEPWATER
AMP OFW
DIRCM ITSS/FEP
SPS-67 AAAV
MMS CETS
M1/A1 Army E-Drive
SKE ACS
P4RC IDT P5CTS
VLS -> CG(X)
LAV SLEP JTE
Rivet Joint Gulf Range
Core Programs Support Transition to Future Growth
BROADENS CUSTOMER RELATIONSHIPS
[Graphic]
CONSISTENT FINANCIAL PERFORMANCE
[Graphic]
FINANCIAL GUIDANCE ($ millions except EPS)
FY2004E
Prior Revised
Guidance Guidance* FY2005E*
Revenues $800 - $815 $965 - $995 $1,200 - $1,230
EPS $1.65 - $1.68 $1.68 - $1.71 $1.82 - $1.89
Free Cash Flow $25 - $35 $28 - $38 $35 - $45
* Assumes a September 30, 2003 transaction close
IN SUMMARY
o Creates the leading "mid-tier" defense technology company
o Contributes strong and diversified portfolio of products and programs
o Provides robust core and future business opportunities
o Broadens existing customer relationships
o Continues consistent financial performance
Focused on Growing Stockholder Value
This announcement is neither a solicitation of a proxy, an offer to purchase,
nor a solicitation of an offer to sell shares of IDT. IDT will fill and
deliver all proxy statements, and IDT and DRS will file and deliver all other
forms, notices and documents required under state and federal law with respect
to the merger. IDT will be filing preliminary proxy materials with the
Securities and Exchange Commission. Upon expiration of the waiting period
required under the federal securities laws to permit the SEC to review and
comment upon the preliminary proxy materials, IDT will call a special meeting
of its stockholders to vote on the merger and will file with the SEC and mail
the definitive proxy materials to its stockholders. The definitive proxy
materials will contain important information regarding the merger, including,
among other things, the recommendation of IDT board of directors in respect of
the merger. Stockholders of IDT are advised to read the definitive proxy
material, including the proxy statement and the Agreement and Plan of Merger,
before making any decisions regarding the merger. Copies of the definitive
proxy materials, and any amendments or supplements thereto, may be obtained
without charge at the SEC's website at www.sec.gov or at IDT's website at
www.idt-idt.com as they become available.
Tomorrow's Technology Today.
DRS Technologies