Baxter Hillrom Acquisition Presentation
Hillrom Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic
conditions, our financial condition, results of operations, cash flows and business and our expectations or beliefs concerning future events, including the demand for our products, the ability to
operate our manufacturing sites at full capacity, future supplies of raw materials for our operations, product launches, share repurchases, international market conditions, expectations regarding
our liquidity, our capital spending, plans for future acquisitions and divestitures, and our operating plans; and any statements using phases such as we or our management "expects,"
"anticipates," "believes,” “estimates," "intends,” “plans to," "ought,” “could,” “will,” “should,” “likely," "appears,” “projects," "forecasts," "outlook" or other similar words or phrases are forward-
looking statements that involve certain factors, risks and uncertainties that could cause Hillrom's actual results to differ materially from those anticipated. Such factors, risks and uncertainties
include: (1) the future impact of the COVID-19 pandemic on Hillrom's business, including but not limited to, the impact on its workforce, operations, supply chain, demand for products and
services, and Hillrom's financial results and condition; (2) Hillrom's ability to successfully manage the challenges associated with the COVID-19 pandemic; (3) increasing regulatory focus on privacy
and data security issues; (4) breaches or failures of Hillrom's information technology systems or products, including by cyberattack, unauthorized access or theft; (5) failures with respect to
compliance programs; (6) Hillrom's ability to achieve expected synergies from acquisitions; (7) risks associated with integrating recent acquisitions; (8) global economic conditions; (9) demand for
and delays in delivery of Hillrom's products; (10) Hillrom's ability to develop, commercialize and deploy new products; (11) changes in regulatory environments; (12) the effect of adverse publicity;
(13) the impact of competitive products and pricing; (14) Hillrom's ability to maintain or increase margins; (15) the potential loss of key distributors or key personnel; (16) the impact of the
Affordable Health Care for America Act (including excise taxes on medical devices) and any applicable healthcare reforms (including changes to Medicare and Medicaid), and/or changes in third-
party reimbursement levels; (17) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between the parties to the proposed
transaction; (18) the failure to obtain the approval of Hillrom's shareholders, (19) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing
conditions to the completion of the proposed transaction within the expected timeframes or at all; (20) risks related to disruption of management's attention from Hillrom's ongoing business
operations due to the transaction; (21) the effect of the announcement of the transaction on the ability of Hillrom to retain and hire key personnel and maintain relationships with its customers,
suppliers and others with whom it does business, or on its operating results and business generally; (22) the ability to meet expectations regarding the timing and completion of the transaction;
(23) uncertainty regarding actual or potential legal proceedings; and (24) the other risks listed from time to time in Hillrom's filings with the SEC. For additional information concerning factors that
could cause actual results and events to differ materially from those projected herein, please refer to Hillrom's Annual Report on Form 10-K for the year ended September 30, 2020 and in other
documents filed by Hillrom with the SEC, including subsequent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Hillrom is providing the information in this communication as of
this date and assumes no obligation to update or revise the forward-looking statements in this communication because of new information, future events, or otherwise.
Participants in the Solicitation:
Hillrom and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Hillrom's common stock in respect of the proposed transaction.
Information about the directors and executive officers of Hillrom and their ownership of Hillrom's common stock is set forth in the definitive proxy statement for Hillrom's 2021 Annual Meeting of
Stockholders, which was filed with the SEC on January 19, 2021, or its Annual Report on Form 10-K for the year ended September 30, 2020, and in other documents filed by Hillrom with the SEC.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Baxter
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