EM Solutions divestment - investor presentation
Released
Released
Announcement PDF
EM Solutions Divestment
Andreas Schwer, Managing Director & Chief Executive Officer
Clive Cuthell, Chief Financial Officer & Chief Operating Officer
21 November 2024
Approved for release by the Board of Directors
Disclaimer and important notices
This investor presentation (Presentation) has been prepared by Electro Optic Systems Holdings Limited ACN 092 708 364 (Company or EOS) and is dated 21 November 2024. This Presentation has been prepared in connection with the binding share sale
agreement (SSA) which has been entered into between EOS and CHRT Holdings Pty Ltd (a wholly-owned subsidiary of Cohort plc (an entity listed on the London AIM securities exchange)) in relation to the sale of 100% of the issued capital in the
Company’s wholly-owned subsidiary E M Solutions Pty Limited (EM Solutions or EMS) (the Proposed Transaction)
Summary information
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2
Executive Summary (1 / 2)
The announced divestment of EM Solutions (EMS) represents an important step in the evolution of EOS and provides the ability to
recycle capital into opportunities aligned with EOS’ core competencies and high growth markets
•
Evolution
of EOS
Core
business
Capital
discipline
EOS’ business was originally founded on electro-optics and space surveillance, and this is where our core technical and commercial
competencies lie
•
The SpaceLink venture represented a strategic pivot into the communication domain and the acquisition of EMS in 2019 formed
part of that
•
EOS terminated the SpaceLink venture in 2022
•
EOS is well progressed in implementing its strategy and transforming operations, building a platform for profitable growth
•
EOS sees very strong market growth in counter-drone applications and the opportunity to secure global product leadership
•
The defence sector is rapidly evolving, driven by the geopolitical environment and technological developments. Key megatrends include
drones, automated and unmanned platforms, and space control – all segments where EOS has significant experience and a differentiated
offering
•
EOS’ strategic intent is to focus on market segments aligned with its core technical competencies and where there is a strong growth
thematic
o
Technologies – remote weapon systems (“RWS”), directed energy and space control
o
Application domains – ground-to-ground, counter-drone and space
•
A culture of cost discipline and cash generation has been established, enabling EOS to improve its profitably and repay debt
•
Order book of $386m at 30 June 2024 - excludes conditional Ukraine contracts and inclusive of contribution from EMS (represents $165m
on a pro forma basis excluding EMS). See slide 20 for more details on business development activity
3
Executive Summary (2 / 2)
The announced divestment of EM Solutions (EMS) represents an important step in the evolution of EOS and provides the ability to
recycle capital into opportunities aligned with EOS’ core competencies and high growth markets
Transaction
rationale
Proposed
transaction
Use of sale
proceeds
Background
to Cohort
Transaction
timing
Capital
management
•
Over the past year EOS has undertaken a review of its portfolio and identified EMS as a high performing but non-core asset providing a
significant opportunity to recycle capital to support growth in EOS’ focus areas
•
Following a market sounding process, EOS received a compelling offer for the acquisition of 100% of EMS
•
EOS has entered into a binding agreement with a wholly-owned subsidiary of Cohort plc (Cohort) to affect the sale of 100% of the issued
capital of EMS for an enterprise value of $144m (subject to customary adjustments)
•
The transaction is expected to provide EOS with the funding flexibility and operational focus to pursue growth opportunities for both RWS
and High Energy Laser Weapons in the counter-drone market
•
Cohort is a UK-based, AIM listed company, that supports entrepreneurial businesses to grow and innovate in defence technology, products
and services. It is the parent company of six businesses that provide technology-based services and products for international defence and
security customers in government and industry
•
The transaction is subject to satisfaction of conditions customary for a transaction of this nature including counterparties under certain
material contracts providing consents, waivers or amendments in connection with the Proposed Transaction and the non-occurrence of
any material adverse changes
•
Given FIRB approval has been obtained by Cohort for the Proposed Transaction, completion is expected within six months
•
The sale will automatically trigger the requirement to repay the debt facility with WHSP in full (which EOS would have otherwise repaid in
October 2025 from organic cash flows). The total repayable is currently $64.4m
•
Following this repayment, EOS will have no borrowings and have the balance sheet strength to support future growth
•
It is anticipated that capital gains tax generated by the Proposed Transaction will be largely offset by existing tax losses in the EOS group
4
Market Conditions – Geopolitical Backdrop
Geopolitical uncertainty continues to create very supportive market conditions
Global defence spending increased by 9% to a record US$2.4tn in 2023
Entrenched conflict in
Ukraine and broadening
conflict in Middle East
Source: SIPRI Military Expenditure Database, Apr. 2024.
NATO Defence Expenditure annual change (%)
Evolving geopolitical
situation and increasing
tensions between nations
in several regions
Source: NATO Press Release June 2024
5
Market Conditions - Technological
Wide-ranging technological shifts in the defence industry are expected to continue
THEME
DESCRIPTION
RECENT MEDIA
Low-cost, mass-produced drones
Readily available and easy to operate
Difficult to detect and defeat with conventional defences
Asymmetric conflict – cheap to deploy, expensive to defeat
Mass manufactured
drones
•
•
•
•
AI and autonomous
swarms
• Autonomous swarms of drones function in groups
• Communication within swarm allows a cohesive unit operation
• Technology can quickly respond to changing battlefield conditions
Innovative counterdrone solutions e.g.
laser weapons
• Drone proliferation creates counter-drone demand
• Drone innovation drives counter-drone development
• Requires evolution from traditional rocket and missile air defence
Space as a contested
domain
• Space critical to surveillance, navigation and communication
• Space capabilities provide an asymmetric military advantage
• Protection/Disruption of Space capabilities now seen as critical
6
Key Megatrend – Drone Warfare
Drone Warfare has been a disruptive force in recent conflicts and is evolving at an accelerating pace
Significant Ongoing Growth in Drone Warfare
• Creating asymmetric conflicts, favouring more agile forces
• Easy to attack high value targets – infrastructure, munitions, ships, HQ etc
• Low-cost method of attack
• Difficult to defend against
• Used by all sides
Ongoing Technological Development
• Diverse technologies – short and long range, FPV etc.
• Developments in shielding and inertial/visual navigation making impervious to Electronic Warfare (EW) countermeasures
• Future includes autonomous, swarm attacks capable of oversaturating the airspace
Wide Threat Recognition
• “The D.O.D. has been doing things the same way since World War Two. Occasionally, when we have a conflict, we innovate. But
what we’re looking at here is being able to change the culture to keep up with not this strategic competition but also modern
technology. We can’t be on these ten-to-twenty-year development cycles. That’s not going to work” – Eric Pahon, Office of the
Deputy Secretary of Defense (USA)
7
Effective counter-drone strategies require a layered response
EOS is developing products that form part of comprehensive, layered, counter-drone systems
0.5km 1km
2km
3km
4km
5km
6km
7km
8km
9km
10km
Electronic
Warfare
(EW)
EOS CURRENT FOCUS
Remote
Weapon
System
Directed
Energy
50-100kW
APKWS
(Rocket)
SHORAD
Missile
Rapidly evolving threat technology
Group I
Group II
Group III
Key criteria
Range
Acquisition Cost
Accuracy
Operating Cost
Effectiveness
Cost per Drone Kill
8
High Energy Laser Weapon Update
EOS continues to pursue significant opportunities in the High Energy Laser Weapon market
• Emerging and urgent market need for laser-based drone, rocket, artillery, mortar, air
and missile defence
• The rapid proliferation of drones and other unmanned warfighting systems has created
significant new markets for affordable counter-drone capabilities to protect military
and other strategic assets from these low-cost asymmetric threats
• High energy laser weapons emerging for defending against large numbers of
inexpensive drones due to:
• Ability to engage targets instantly (at the speed of light) with high precision,
limiting collateral damage
• Unlimited ammunition magazines based on power supply
• Low cost per shot
• EOS has deep expertise with weapons systems, tracking and laser-optics
• EOS has developed a 36-54kW prototype laser weapon and demonstrated it during
August 2023
• EOS is now in advanced negotiations with 2 parties to manufacture and commercialise
50-150kW systems
9
EOS Future Strategic Focus Areas
The emergence of drone warfare on the battlefield is supporting a generational shift for counter-drone solutions.
High
RWS Defence
Systems
Directed Energy
Space
Control
Space Systems
Unmanned
Turrets
Land
RWS
Land/Naval/
CUAS
Low Power
DE
1-2kW
Low Power
Laser
High Power
DE
up to 200kW
Space
Control
High Power
Laser
Space
Awareness
Growth Outlook
Counter Drone
Directed
Energy
Moderate
Defence
Systems
Counter-Drone
Low
High
Emerging
Low
Product Maturity
10
Summary of Investment Opportunities
EOS has several attractive opportunities to accelerate business growth. These will be funded through EM Solutions divestment,
and as far as possible, customer partnerships. We will continue to exercise strategic and capital discipline
Opportunity
RWS Counter
Drone
High Energy Laser
Weapon
M&A
Total
Focus
• Artificial Intelligence (AI) and Advanced Software development
• Develop products with longer range, better accuracy and lower costs
• Improved passive and active detection capabilities
• Integrate wider array of weapons and effectors to improve range of use-cases, range,
accuracy and choice
• Invest in demonstration models and global demonstrations for market development and
growth
• Continue to target cash flow positive customer projects
• Increase working capital reserves to provide flexibility
• Continue to partner with customers on product development spend
•
•
•
•
Invest in demonstrator unit/s to accelerate market development and growth
Further improve software integration including detect, identify, track and fire
Increased investment in laser component inventory
Continue to partner with customers on product development spend
• Consider bolt-on acquisitions where investment criteria are met
• M&A to be used to fill capability gaps and/or de-risk supply chain
$m
Investment
Timeframe
40 - 60
1-3 years
40 - 70
2-5 years
20 - 70
100-200
11
Conclusion
EOS aims to become a global leader in Counter-Drone, High Energy Laser Weapons and Space Control. We will continue to exercise discipline
Future Outlook
• EOS is a growth business with a focus on value creation by capitalising on high growth opportunities
• EOS will be in a strong financial position post divestment of EMS to accelerate focused transformation of the company
• EOS is a disciplined allocator of capital (utilise capital to support core growth initiatives whilst continuing to evaluate opportunities for partnering
and third-party funding)
Conclusion
• Discussion / Q&A
• Thank you for your support
RWS Defence Systems
High Energy Laser Weapons
Space Control
12
Appendix 1 – Background to EMS
Background to EMS
EMS primarily designs, builds, deploys and maintains on-the-move satellite communication equipment systems for defence forces
Background
EMS today
•
Acquired by EOS in 2019 in a scrip-based transaction
which valued EMS at ~$26m
•
It has operated predominantly as a standalone business
that supported the EOS SpaceLink venture which was
terminated in 2022
•
EOS portfolio review confirmed EMS to be a high
performing, but non-core asset
•
No connections or operating synergies with other EOS
operations
•
Supported by rapid pace of industry development
•
Growing naval SatCom demand with near term
performance underpinned the SEA 1442 contract
•
High growth business with strong cash flow generation
•
Total LTM Jun-24 revenue of $74m with largest ever order
book of diversified revenue secured over 2024-2029
Diversified market offering
Products
Services
SATCOM Terminals
RF Subsystems
Contract Manufacturing
& Design
Sustainment
Designed for clients who
demand resilient and
assured communications
operating in high threat
environments
Assembly of radio
components such as
microwave filters, oscillators,
mixers and power amplifiers
Tailored design, engineering
and contract manufacturing
of electronic components
Repairs and maintenance
across product life cycles
14
Appendix 2 – EOS Background
Enabling Technologies and Synergies
Software and Artificial Intelligence, closely integrated with complex hardware and optical solutions, will become key differentiators
RWS Defence
Systems
Directed Energy
Space Systems
• EOS’ go-forward businesses share common
technology platforms and create compelling
synergies
• Software and increasingly, artificial intelligence will
become a key differentiator and competitive
advantage
Software
Software
Optical Tracking
Electro-Optics
High Agility Gimbals
Large Telescopes
Laser Technology
Adaptive Optics
16
Remote Weapon Systems Product Range
EOS is developing a wider range of RWS products to meet evolving needs
Sensor Unit
Truck
Ultralight RWS
R150
Light RWS
R400
Common Range of Platforms and Applications
Protected
UGV
Vehicle
Medium RWS
R600
Heavy RWS
R800
Light Turret
T1600
Common Control Interfaces
Multi-Mission
Sensors
MLRS
CUAS
17
Update on EOS Transformation
Strong markets have supported our turnaround and continue to create significant future growth opportunities for EOS.
Ongoing Ukraine and Middle East conflicts and need for NATO militaries to rearm creating an enduring growth driver
Markets
Products
Sales Capability
• Global military spend up 9% in ‘23
• Commercialising existing IP
aligned to evolving market needs
• New commercial leadership
• EVP Defence Australia
• EVP Defence International
• EOS US CEO & local Board
• Key drivers:
• Geopolitical tensions
• Technology
• Key long-term growth areas:
• Drone warfare
• RWS
• High Energy Laser Weapons
• Automation and Unmanned
Platforms
• Space Control
• New products launched:
• R150 RWS
• R800 RWS
• Slinger Counter-Drone RWS
• High Energy Laser Weapon
• New products in development:
• Next-gen RWS with AI
• Counter-drone software integ’n
• New capability in Europe
• Focus on critical markets:
• Europe
• Middle East
• North America
Order Book
• Contract backlog:
• $386m at Jun 241
• Recent wins in 2024
• Focus on growing order book
• Ongoing sales work
• Ukraine – direct & donors
• Europe
• Middle East
• North America
• Australia
• Disciplined investment spending;
targeted 3rd-party funding
Traditional sales lead times are 1-3 years - several opportunities continue to develop positively
1: Excludes conditional contracts and inclusive of contribution from EMS. Represents $165m on a pro forma basis excluding EMS
18
Recent Product Developments and Growth Opportunities
EOS has recently launched several products to capitalise on key macro drivers and enable future growth
Forecast Indicative
revenue timing *
Macro Drivers
Product
Recent activity
C-UAS
Autonomy
UGV
R150 Light-weight
System
• Formal production launch in 2023
• Suitable for light vehicles
• Bids currently submitted in SE Asia and EU NATO
Counter-Drone
Kinetic System
•
•
•
•
Economic
Large R800 Remote
Weapon System
• Launched in 2023
• Low-cost and heavy firepower
• Negotiations currently underway with potential launch
customer
2024-26
C-UAS
Integrated CounterDrone Laser Dazzler
• Launched in October 2023
• Capable of disrupting incoming drones
• Demonstrated at recent 2024 NATO Sandbox event
2025-27
C-UAS
Launched “Slinger” in 1H 2023
Proven, world-leading accuracy
Evaluation orders including to Diehl Germany
Demonstrations underway in N. America and Middle East
2024-25
2024-25
* The global defence industry supports innovation – product development can take five years and more, with commercial launches taking two to three years or more to reach maturity.
19
Market Development Update
Growing the order book continues to be our key focus; several opportunities are developing positively; European growth is targeted
Geography
Australia
Potential
Size (A$m)
>100
Maturity
Remote Weapon Systems
Advanced
Contract negotiations continue with Hanwha in
relation to the supply of RWS for the Land 400
Phase 3 project.
Ukraine
~181
Advanced
Discussion continues with Ukrainian end-users
and customers. Local situation is fluid and subject
to changing battlefield priorities and evolving
donor attitudes. Ukrainian budget funding
remains a challenge.
Europe
50- 100
Evaluation
Continuing to work on opportunities to leverage
demand from European countries for donation to
Ukraine.
Geography
International
Potential
Size (A$m)
50 - 100
Australia
N. America
10 – 50
Evaluation
N. America /
Middle East
<10
Evaluation
Evaluation orders for Slinger product received
from customers in North America and Middle East.
Europe
>100
Preliminary
Ongoing interest from European customers for
light-weight R150 solution for protection of
logistics vehicles.
Maturity Definition
Work continues on upcoming bid for follow-on
order of next-generation R400 in Middle East.
•
•
•
>500
Preliminary
High Energy Laser Weapon
Advanced
• Commercial discussions continued with a
number of potential customers for its High
Energy Laser Weapon system.
• In particular, discussions with two potential
international customers are at a more
advanced stage.
• These discussions are ongoing and could
result in new customer agreements being
signed during 2024 or later.
Space Technologies
Working with a North American company looking
to integrate EOS’ R800 onto Stryker vehicles for
potential donation to Ukraine.
Middle East
Maturity
<10
Evaluation
Continue to build on recently announced
contracts with ADF Joint Capability Division.
Advanced: Contract under negotiation or negotiated and conditional
Evaluation: Customer is performing assessments of product and/or discussions are underway
Preliminary: Bid being prepared or submitted as part of initial customer discussions
Note: there is no certainty that any particular outcome or transaction will result from these discussions and negotiations
20
EOS Space Technologies
EOS specialises in applying EOS developed optical sensors and effectors to detect, track and characterise objects in space
Summary
Demonstrated Capability
• EOS designs and manufactures bespoke world-leading beam
director telescopes
• EOS has decades of experience in Satellite Laser Ranging (SLR),
Debris Laser Ranging (DLR) and Space Domain Awareness (SDA)
• World leader in accuracy, using laser technology to track objects in
space:
• Hardware
• Software
• Data
• Domain expertise - people
Laser Ranging Capabilities
Telescope Capabilities
• Geochang, S Korea
• Coonabarabran, Australia
Telescope Capabilities
Enclosure Capabilities
• Doi Inthanon, Thailand
• San Jose, USA
• EOS produces highly accurate beam directors suitable for passive
and high energy laser applications
21
Glossary
Term
Description
Term
Description
ADF
Australian Defence Force
ISR
Intelligence, surveillance and reconnaissance
Adaptive Optics
Technique of precisely deforming a mirror in order to
compensate for (atmospheric) light distortion
kW
Kilo Watts
APKWS
Advanced Precision Kill Weapon System
LCMP
Low-cost, mass-produced
CRAM
Counter Rocket, Artillery and Mortar
MLRS
Multiple Launch Rocket System
CUAS
Counter Unmanned Aerial System
NATO
North Atlantic Treaty Organization
DE
Directed Energy
NDS
National Defence Strategy
DLR
Debris Laser Ranging
NG AGT
Northrop Grumman Agnostic Gun Truck
D.O.D
Department of Defence
RWS
Remote Weapon System
DSR
Defence Strategic Review
SatCom
Satellite Communications
EMS
EM Solutions Pty Ltd
SDA
Space Domain Awareness
EVP
Executive Vice President
SLR
Space Laser Ranging
FPV
First Person View
UGV
Unmanned Ground Vehicle
FIRB
Foreign Investment Review Board
USV
Unmanned Surface Vehicle
HELW
High Energy Laser Weapon
V SHORAD
Very Short Range Air Defence System
IED
Improvised Explosive Device
IFV
Infantry Fighting Vehicle
IIP
Integrated Investment Program
ITAR
International Traffic in Arms Regulations
22
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