Trimble Inc 8-K, filed Sep 28, 2023
Trimble Inc. (TRMB)
About this 8-K
Trimble Inc filed this 8-K on September 28, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On September 28, 2023, Trimble Inc., a Delaware corporation (“Trimble”), entered into a Sale and Contribution Agreement (the “Sale and Contribution Agreement”) with AGCO Corporation, a Delaware corporation (“AGCO”), and Trimble Solutions, LLC, a Delaware limited liability company (the “JV”), which provides for the formation of a joint venture with AGCO in the mixed fleet precision agriculture market (the “Transaction”). Pursuant to the terms of the Sale and Contribution Agreement, (i) Trimble will contribute its precision agriculture business, excluding certain Global Navigation Satellite System (“GNSS”) and guidance technologies, and AGCO will contribute its JCA Technologies business, to the newly formed JV, and (ii) Trimble will sell an interest in the JV to AGCO for a purchase price of $2,000,000,000 in cash, subject to certain adjustments set forth therein. Immediately following the closing and as a result of the Transaction, Trimble will own fifteen percent (15%) of the JV and AGCO will own the remaining eighty-five percent (85%) of the JV.
In connection with the Transaction, Trimble and AGCO will also enter into separate additional agreements that include a long-term supply agreement (the “Supply Agreement”), a technology transfer and license agreement (the “TTLA”), a transition services agreement (“TSA”) and a trademark license agreement (“TMLA”) (collectively the “Commercial Agreements”) and that, among other things, govern Trimble’s provision of certain key GNSS and guidance technologies and transitional services to the JV and Trimble’s licensing of Trimble trademarks and technology for use by the JV. Under the terms of the Supply Agreement, for a minimum term of seven (7) years, Trimble will be the exclusive supplier of GNSS, guidance and autonomy products or parts for use in professional agriculture machines sold by AGCO, subject to limited exceptions. After the expiration of the Supply Agreement, the JV will make fixed and variable royalty payments to Trimble pursuant to the terms of the TTLA. Trimble will also provide to the JV certain transition services, including contract manufacturing services for the divested products, for two (2) years following closing of the Transaction under the terms of the TSA and will grant the JV a non-exclusive, perpetual and non-sublicensable license to certain Trimble trademarks for use within the agricultural field under the terms of the TMLA.
Trimble has agreed to, subject to the terms of the Sale and Contribution Agreement, to various covenants and agreements, including, among others, (i) mutual non-solicitation of certain current or former Trimble or AGCO employees (as applicable) for five years (or two years in Germany) after the closing of the Transaction, (ii) sharing of certain reasonable, documented out-of-pocket costs required to implement the carve-out restructuring and stand up the JV, (iii) to cooperate with AGCO and use reasonable best efforts to prepare and file all necessary regulatory notices, reports and filings required to consummate the Transaction, subject to customary limitations, and (iv) operation of Trimble’s precision agriculture business in the ordinary course of business until the closing of the Transaction.
Trimble has also agreed to indemnify AGCO and the JV from all losses arising from or relating to: (i) any Excluded Liabilities (as defined in the Sale and Contribution Agreement), (ii) certain breaches of the representations and warranties made by Topaz, (iii) certain breaches of covenants or obligations of Trimble (or prior to the closing of the Transaction, the Company), and (iv) fraud or willful and intentional breaches by Trimble, in each case, on and subject to the limitations in the Sale and Contribution Agreement, which include survival periods for certain indemnification claims, de minimis thresholds for certain indemnification claims, application of a deductible to certain indemnification claims, as well as liability caps for certain indemnification claims.
Pursuant to the Sale and Contribution Agreement, the closing of the Transaction is conditioned on expiration or termination of the waiting periods and any extensions thereof under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and other applicable non-U.S. laws. The Sale and Contribution Agreement may be terminated by Trimble or AGCO if the closing of the Transaction has not
taken place by the date that is nine (9) months following the date of entry into the Sale and Contribution Agreement, followed by two three (3)-month extensions, if all closing conditions, except for regulatory approvals, have been satisfied. Upon termination of the Sale and Contribution Agreement, under specified circumstances, AGCO will be required to pay Trimble a termination fee of $94,000,000.
Completion of the Transaction is not subject to a financing condition, and AGCO has warranted that it will have sufficient funds on hand, when combined with certain financing commitments obtained to finance the Transaction, to fulfill its obligations under the Sale and Contribution Agreement.
The Sale and Contribution Agreement contains customary representations and warranties regarding the business of Trimble’s precision agriculture business, including representations and warranties regarding its financial statements, operations, material agreements, employment matters, employee benefits, pension matters, compliance with laws, taxes, real property, intellectual property, IT systems, insurance, data privacy and litigation.
This summary description of the Transaction and the Sale and Contribution Agreement does not purport to be complete and is qualified in its entirety by the full text of the Sale and Contribution Agreement, a copy of which will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibit 10.1.
The Sale and Contribution Agreement contains representations and warranties by certain of the parties to the Sale and Contribution Agreement, which were made only for purposes of the Sale and Contribution Agreement and as of specified dates. The representations, warranties and covenants in the Sale and Contribution Agreement were the product of negotiations among the parties and made solely for the benefit of the parties to the Sale and Contribution Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Sale and Contribution Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Trimble, AGCO, the JV or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Sale and Contribution Agreement, which subsequent information may or may not be fully reflected in Trimble’s public disclosures.
Item 7.01 Regulation FD Disclosure.
On September 28, 2023, Trimble also issued a press release announcing the joint venture. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
A copy of the investor presentation that will be used by Trimble in connection with the Transaction is furnished as Exhibit 99.2 and incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing of Trimble under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act, as amended, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the planned formation of the joint venture and the timing thereof, the value and benefits to Trimble of the joint venture and the Commercial Agreements and the business performance and financial results of each of the joint venture and Trimble following the transaction. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this news release due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to (i) the failure to realize the anticipated benefits of the formation of the joint venture, (ii) that the closing of the transaction is subject to conditions which may not be satisfied or may take longer to be satisfied than expected, (iii) that the benefits from the Commercial Agreements to the joint venture will be dependent upon the joint venture’s ability to successfully develop and market products, (iv) the failure to realize the benefits of Trimble’s non-controlling stake in the joint venture, (v) unanticipated difficulties in separating the precision agriculture business, (vi) unanticipated factors affecting the cost of operating the joint venture as a standalone business, (vii) inability to successfully integrate AGCO’s JCA Technologies business into the joint venture, and (viii) the failure to obtain governmental or regulatory approval that may be required for the proposed Transaction, or that, if such approval is obtained, the approval is obtained subject to unexpected conditions. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including Trimble’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect Trimble’s position as of the date of this news release. Trimble expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in Trimble’s expectations or any change of events, conditions, or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated as of September 28, 2023, issued by Trimble. | |
| 99.2 | Investor Presentation, dated as of September 28, 2023. | |
| 104 | The cover page from this Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRIMBLE INC. | ||||||
| a Delaware corporation | ||||||
| Date: September 28, 2023 | By: | /s/ David G. Barnes | ||||
| David G. Barnes | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
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Trimble Inc. 10368 Westmoor Dr. Westminster, CO 80021 +1 720.887.6100 +1 800.480.0510
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NEWS RELEASE
Trimble and AGCO to Form Joint Venture to Better Serve Farmers
Worldwide with Mixed Fleet Precision Agriculture Solutions
Joint Venture to Accelerate Innovation in Factory-Fit and Aftermarket Solutions to Benefit Farmers Across the Globe
Transaction to Simplify and Accelerate Trimble’s Focus on its Connect and Scale Strategy
WESTMINSTER, Colo., Sep. 28, 2023—Trimble (NASDAQ: TRMB) announced today a definitive agreement to form a joint venture (the “JV”) with AGCO (NYSE: AGCO) to better serve farmers with factory fit and aftermarket applications in the mixed fleet precision agriculture market. Trimble and AGCO’s shared vision is to create a global leader in mixed fleet smart farming and autonomy solutions.
In aggregate, Trimble expects approximately $3 billion in value from the transaction from pre-tax cash proceeds, Trimble’s 15 percent stake in the joint venture, and the related commercial agreements.
Under the terms of the JV, Trimble will contribute its precision agriculture business (“Trimble Ag”) excluding certain Global Navigation Satellite System (“GNSS”) and guidance technologies and AGCO will contribute its JCA Technologies business, which is a leader in the development of autonomous software for agricultural machines, implement controls and electronic system components. Trimble will receive $2 billion in pre-tax cash proceeds plus a 15% stake in the JV. In addition, the parties will enter into (i) a long-term Supply Agreement through which Trimble will provide the JV with key GNSS and guidance technologies (“Supply Agreement”), (ii) a Technology Transfer and License Agreement (“TTLA”) to govern the licensing of Trimble trademarks and technology for use by the JV after the expiration of the Supply Agreement and (iii) a Positioning Services Agreement through which the JV will serve as a channel partner to Trimble for its positioning services in the agriculture market (collectively, the “Commercial Agreements”).
Delivering a Leading Portfolio of Agriculture Technologies
The JV will align two leading companies dedicated to serving farmers worldwide with cutting-edge technologies to help farmers drive productivity, efficiency and sustainability. For customers, the JV’s technology is expected to offer seamless integration and connectivity across geographies, equipment brands and the crop life cycle. For dealers, it is expected to better serve farmers with a broad, complementary, and leading technology portfolio.
“Farmers today are looking for mixed fleet solutions across their tractors and the implements that they use to most efficiently and sustainably feed the world. We believe a joint venture with AGCO, complemented by the successful mixed fleet approach that they have developed with their Precision Planting business model, can help us better serve farmers and OEMs together,” said Rob Painter, Trimble’s president and chief executive officer. “Trimble has a rich history of forming and cultivating joint ventures with industry leaders such as Caterpillar, Nikon and Hilti and we are excited about this opportunity with AGCO and its family of leading brands. We look forward to beginning a new chapter with AGCO to bring precision agriculture to both the factory and to the aftermarket.”
“The exclusive access to Trimble Ag products, combined with AGCO’s existing Precision Ag offerings, accelerates AGCO’s growth ambitions around autonomy, precision spraying, connected farming, data management and sustainability,” said Eric Hansotia Chairman, President and CEO of AGCO Corporation. “All of these touchpoints will result in our team being even more farmer focused.”
Transaction Expected to Result in a Stronger, More Focused Trimble
Following completion of the transaction, Trimble will continue to deliver its differentiated technologies at the intersection of the physical and digital worlds across its core businesses.
The transaction is expected to result in significant benefits to Trimble, including:
Simplifies Connect and Scale Strategy
| • | Streamlines portfolio and increases focus on priority growth areas |
| • | Reduces exposure to hardware-centric agriculture market while retaining highly recurring revenue Positioning Services business |
| • | Retains core GNSS IP and will continue to innovate and offer across served markets, including the JV |
Enhances Financial Profile and Flexibility
| • | Results in a higher mix of software, services and recurring revenue from 66% to 72% on a pro forma basis |
| • | Results in a higher mix of recurring revenue from 49% to 55% on a pro forma basis |
| • | Over $1.5 billion in net proceeds after tax used to repay $1.1 billion in debt and repurchase shares |
De-risks Trimble’s Channel Transition in the Agriculture Market
| • | Provides opportunity to partner with a leading OEM focused on serving the mixed fleet across the globe |
| • | Comprehensive plan with a major OEM provider reduces uncertainties from the Trimble aftermarket channel transition |
| • | Maintains ongoing participation in a leading Precision Ag asset |
Trimble Financial Details
Trimble’s precision agriculture business, which has historically been reported as part of Trimble’s Resources and Utilities reporting segment, is expected to generate fiscal 2023 revenues of approximately $535 million and Adjusted EBITDA of approximately $185 million as part of Trimble. For comparative purposes, after giving effect to the transaction as if it had occurred on the first day of fiscal 2023, Trimble estimates that it would have generated approximately $65 million of revenue and approximately $15 million of Adjusted EBITDA from the Supply Agreement.
Following the launch of the joint venture, Trimble’s 15 percent interest in the net profits of the joint venture will be included in Trimble’s income from equity method investments, net. For comparative purposes, after giving effect to the transaction as if it had occurred on the first day of fiscal 2023, Trimble estimates that it would have earned approximately $25 million of equity income from its stake in the JV.
Trimble’s Resources and Utilities segment also includes (i) forestry solutions used in the global forest supply chain, (ii) utilities software and solutions used to enable geospatial-centric enterprise asset management and (iii) positioning services which enables precision GNSS positioning and includes recurring revenue encompassing CenterPoint RTX, RangePoint RTX and ViewPoint RTX, which will remain with Trimble following the transaction in addition to revenue and income from the Supply Agreement with the JV.
Timing and Approvals
The transaction is expected to close in the first half of 2024, subject to customary closing conditions including regulatory approvals.
Investor Conference Call
Trimble will hold a conference call on Sep. 28, 2023 at 12:30 p.m. ET to discuss the joint venture. An accompanying slide presentation will be made available on the “Investors” section of the Trimble website, www.trimble.com, under the subheading “Events & Presentations.” The call will be broadcast live on the web at http://investor.trimble.com. Investors without internet access may dial into the call at (888) 660-6347 (U.S.) or (929) 201-6594 (international). The conference ID is 1043223. The replay will also be available on the web at the address above.
Advisors
Centerview Partners LLC is acting as exclusive financial advisor to Trimble, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Trimble.
Morgan Stanley & Co. LLC is acting as exclusive financial advisor to AGCO. Simpson Thacher & Bartlett LLP is acting as legal advisor to AGCO, and Troutman Pepper Hamilton Sanders LLP is acting as its financing counsel.
About Trimble
Dedicated to the world’s tomorrow, Trimble is a technology company delivering solutions that enable our customers to work in new ways to measure, build, grow and move goods for a better quality of life. Core technologies in positioning, modeling, connectivity and data analytics connect the digital and physical worlds to improve productivity, quality, safety, transparency and sustainability. From purpose-built products and enterprise lifecycle solutions to industry cloud services, Trimble is transforming critical industries such as construction, geospatial, agriculture and transportation to power an interconnected world of work. For more information about Trimble (NASDAQ:TRMB), visit: www.trimble.com.
About AGCO
AGCO (NYSE:AGCO) is a global leader in the design, manufacture, and distribution of agricultural machinery and precision ag technology. AGCO delivers customer value through its differentiated brand portfolio, including core brands like Fendt®, GSI®, Massey Ferguson®, Precision Planting®, and Valtra®. Powered by Fuse® smart farming solutions, AGCO’s full line of equipment and services help farmers sustainably feed our world. Founded in 1990 and headquartered in Duluth, Georgia, USA, AGCO had net sales of approximately $12.7 billion in 2022. For more information, visit www.AGCOcorp.com. For company news, information, and events, please follow AGCO on Twitter: @AGCOCorp. For financial news on Twitter, please follow the hashtag #AGCOIR.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the planned formation of the joint venture and the timing thereof, the value and benefits to Trimble of the joint venture and the Commercial Agreements, the use of proceeds and the development of substantial technology synergies over time, and the business performance and financial results of each of the joint venture and Trimble following the transaction. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this news release due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to (i) the failure to realize the anticipated benefits of the formation of the joint venture, (ii) that the closing of the transaction is subject to conditions which may not be satisfied or may take longer to be satisfied than expected, (iii) that the benefits from the long-term Supply Agreement and other Commercial Agreements to the joint venture will be dependent upon the joint venture’s ability to successfully develop and market products, (iv) the failure to realize the benefits of Trimble’s non-controlling stake in the joint venture, (v) unanticipated difficulties in separating the precision agriculture business, (vi) unanticipated factors affecting the cost of operating the joint venture as a standalone business, (vii) inability to successfully integrate AGCO’s JCA Technologies business into the joint venture, (viii) that the use of proceeds may be affected by market conditions and alternative uses which become more attractive over time, (ix) that the development of technology synergies will depend on the level of research and development spending and the success of future innovation, and (x) the failure to obtain governmental or regulatory approval that may be required for the proposed transaction, or that, if such approval is obtained, the approval is obtained subject to unexpected conditions. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including Trimble’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect Trimble’s position as of the date of this news release. Trimble expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in Trimble’s expectations or any change of events, conditions, or circumstances on which any such statement is based.
Use of Non-GAAP Financial Information
When Trimble provides its expectations for the impact the joint venture will have on Trimble’s revenue and Adjusted EBITDA on a forward-looking basis, a reconciliation of the differences between non-GAAP expectations and the corresponding GAAP measures is not available without unreasonable effort. The variability of the items that have not yet been determined may have a significant, and potentially unpredictable, impact on Trimble’s future GAAP results.
Additional financial information about Trimble’s use of Non-GAAP can be found on the Investor Relations page of the Trimble website at https://investor.trimble.com/financial-information.
FTRMB
Media Contacts:
Eric Harris
Director of Strategic Communications
Trimble
303-588-6167
eric_harris@trimble.com
Michael Leyba
Senior Director, Investor Relations
Trimble
415-309-3127
michael_leyba@trimble.com
Exhibit 99.2 Trimble and AGCO Form Leading Precision Ag Technology Provider INVESTOR PRESENTATION, SEPTEMBER 28, 2023 © 2023 Trimble, Inc - All Rights Reserved
Safe Harbor This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the planned formation of the joint venture and the timing thereof, the value and benefits to Trimble of the joint venture and the commercial agreements, the use of proceeds and the development of substantial technology synergies over time and the business performance and financial results of each of the joint venture and Trimble following the transaction. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this presentation due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to (i) the failure to realize the anticipated benefits of the formation of the joint venture, (ii) the closing of the transaction is subject to conditions which may not be satisfied or may take longer to be satisfied than expected, (iii) the benefits from the long-term supply agreement and other commercial agreements to the joint venture will be dependent upon the joint venture’s ability to successfully develop and market products, (iv) the failure to realize the benefits of Trimble’s non-controlling stake in the joint venture, (v) unanticipated difficulties in separating the precision agriculture business, (vi) unanticipated factors affecting the cost of operating the joint venture as a standalone business, (vii) inability to successfully integrate AGCO’s JCA Technologies business into the joint venture, (viii) the use of proceeds may be affected by market conditions and alternative uses which become more attractive over time, (ix) the development of technology synergies will depend on the level of research and development spending and the success of future innovation, and (x) the failure to obtain governmental or regulatory approval that may be required for the proposed transaction, or, if such approval is obtained, the approval is obtained subject to unexpected conditions. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including Trimble’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect Trimble’s position as of the date of this presentation. Trimble expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in Trimble’s expectations or any change of events, conditions, or circumstances on which any such statement is based. 2
Trimble and AGCO will form a joint venture to deliver a leading portfolio of agriculture technologies to customers ▪ Our shared vision: to be a global leader in mixed fleet smart farming and autonomy solutions ▪ Combination creates significant value for key stakeholders – For customers: technology that offers seamless integration and connectivity across geographies, equipment brands and the crop life cycle – For dealers: better ability to serve farmers with a broad, complementary and leading technology portfolio – For employees: opportunities to innovate and grow – For Trimble shareholders: significant cash proceeds, strong value realization and more focused portfolio aligned to Connect & Scale strategy ▪ Trimble / AGCO partnership will align two premier companies dedicated to serving farmers worldwide with mixed fleet agriculture solutions 3
Combination provides an industry-leading suite of advanced technology solutions for farmers globally RADICLE Combining a leading AGRONOMICS STORAGE PLAN / PREP independent precision Water ag provider globally Management Farmer Core with the leading reach of AGCO’s channels DeltaForce 10,000+ HARVESTING PLANTING vDrive SmartFirmer equipment models supported Marrying two complementary tech stacks to vastly expand CROP NUTRIENT Symphony mixed-fleet solutions Spraying FurrowJet PROTECTION MANAGEMENT throughout the crop cycle 4
Transaction strengthens and de-risks Trimble’s Connect & Scale strategy and increases software and recurring revenue mix Simplifies Connect & Scale Enhances Financial Profile De-risks Trimble Ag Strategy and Flexibility Channel Transition ▪ Software/services/recurring ▪ Provides opportunity to ▪ Streamlines portfolio and increases focus on priority revenue mix up to ~72% pro partner with AGCO to create a growth areas forma from ~66% stronger product offering in Agriculture ▪ Reduces exposure to hardware-▪ Recurring revenue mix up to ~55% pro forma from ~49%▪ Reduces uncertainties from centric agriculture market aftermarket network transition ▪ Retains core GNSS IP and will ▪ Over $1.5B net proceeds to repay $1.1B debt and repurchase ▪ Maintains ongoing continue to innovate and offer shares participation in a leading across served markets, including the JV Precision Ag asset 5
Transaction overview (1) ▪ Total value to Trimble from the transaction estimated to be ~$3B o $2B of cash, plus 15% stake in newly formed Joint Venture with AGCO (“JV”), plus other long term Commercial Agreements ▪ Joint Venture: Trimble will contribute its Precision Agriculture business, excluding certain Global Navigation Satellite System (“GNSS”) and guidance technologies (“Trimble Ag”); AGCO contributes JCA Technologies Key Terms o JV Adjusted EBITDA expected to grow ~2x by Year 5; put / call structure will create an exit mechanism for both parties after Year 5 and Structure ▪ Commercial Agreements: Entered into concurrent with the transaction, and expected to create value for Trimble over 20+ years o Trimble’s GNSS and guidance technologies will be supplied to the JV through a long-term Supply Agreement or Technology Transfer and License Agreement (“TTLA”) o Trimble’s highly recurring positioning services business will remain within Trimble and AGCO’s channel access creates signifi cant growth potential. The JV will serve as a channel partner and earn commissions on certain sales ▪ 2023E Status Quo and Pro Forma Impacts o Status quo: Trimble Precision Agriculture business expected to generate ~$535M of revenue and ~$185M of Adjusted EBITDA (as Financial (2) part of Trimble) Details o Pro forma: For comparative purposes, pro forma for the transaction, Trimble estimates it would have earned ~$25M of equity income from its 15% stake in the JV plus ~$15M of Adjusted EBITDA from the Supply Agreement Timing ▪ Transaction subject to customary closing conditions, including HSR, and is expected to close in the first half of 2024 (1) Total value to Trimble is before estimated taxes of ~$425M. 6 (2) Adjusted EBITDA of ~$170M contributed to JV after ~$15M Adjusted EBITDA to Trimble from the Supply Agreement.
Overview of the JV structure Sale and Contribution Agreement Joint Venture Long Term Agreements Joint Venture Trimble Ag • Exit mechanism with put / call structure in place, which are 15% generally not actionable earlier than Year 5 of the JV Trimble Ownership Displays Supply Agreement and TTLA Steering Motors • Supply Agreement governs GNSS and guidance hardware and technology that Trimble will supply to the JV for sale Application Control to AGCO dealers and other OEMs; minimum term of seven years Software• TTLA governs the licensing of, and payments for, Trimble 85% trademarks and technology for use by the JV after the AGCO Ownership termination of the Supply Agreement Positioning Serv ices Agreement • JV to serve as a channel partner in the agriculture market AGCO Contribution for positioning services, which remain wholly owned by Trimble. The JV will earn commissions on certain sales of positioning services Cash Payment to Trimble 7
Transaction expected to deliver ~$3B in value to Trimble Sources of Value In Addition to Upfront Cash ■ Minority Stake in Ag-Tech Leader: Trimble will have a 15% stake ~$3B in a leading independent precision ag technology business; JV JCA & Synergies Adjusted EBITDA expected to grow ~2x over 5 years $2B ~$350M ■ Long-Term Supply Agreement and TTLA Drive Incremental 15% of non-GAAP Operating Income: Trimble will enter into a long-term Trimble Ag supply agreement with the JV to provide GNSS and guidance technologies. Adjusted EBITDA from the supply agreement to Trimble is expected to grow at the same rate or faster than the JV Adjusted EBITDA going forward (2) ■ Significant Subscription Expansion Opportunity: The joint Cash 15% Stake Supply Positioning Total Value in JV Agreement Services venture will serve as a channel partner for Trimble positioning and TTLA Subscription services, and Trimble will meaningfully grow its share of the AGCO Revenue factory fit and aftermarket business driving significant Synergies incremental revenue to Trimble (1) Total value to Trimble of ~$3B or 16x+ (1) Based on ~$185M of 2023E Adjusted EBITDA for the business today within Trimble. Total value to Trimble is before estimated taxes of ~$425M. 8 (2) Pre-tax cash proceeds.
Pro forma Trimble has higher mix of recurring revenue with significant capital redeployment opportunity (2) (1) FY’23 Status Quo FY’23 Pro forma Resources & Utilities Resources & Utilities 9% Buildings & Buildings & 20% Infrastructure Infrastructure Transportation 42% 48% Revenue Mix Transportation 22% 19% Geospatial Geospatial 20% 18% SW/Services/Recurring % +6pp ~66% ~72% Recurring % +6pp ~49% ~55% Adjusted EBITDA Margin ~(70bps) ~26.0% ~25.3% Net proceeds of over $1.5B expected to be June 30, 2023 net debt / Capital Flexibility used to repay $1.1B of debt and execute LTM Adjusted EBITDA of ~3.2x share repurchases Note: Figures may vary due to rounding. (1) Represents midpoint of guidance as of August 3, 2023. 9 (2) (2) Pro-forma represents midpoint of FY’23 guidance adjusted for effects of the transaction as if it had been completed on the first day of fiscal 2023.
Key messages Transaction will create a JV dedicated to serving farmers worldwide with mixed fleet smart farming and autonomy solutions Transaction to provide $2B cash payment and expected ~$3B total value to Trimble shareholders, with ongoing participation through JV ownership and commercial agreements Transaction strengthens and de-risks Trimble’s Connect & Scale strategy and increases pro forma software / services / recurring mix to 72% and pro forma recurring revenue mix to 55% Net proceeds of over $1.5B expected to be used to repay $1.1B of debt and execute share repurchases 10
Q&A © 2023 Trimble Inc. - All Rights Reserved - Confidential and Proprietary Information 11
Appendix © 2023 Trimble Inc. - All Rights Reserved - Confidential and Proprietary Information
Illustrative pro forma deal impact on Trimble 2023 results Note: For comparative purposes shows Illustrative pro forma impact as if deal was completed on the first fiscal day of 2023. 2023 Pro Forma 2023 2023 Non-GAAP Pro Forma Pro Forma Operating Adjusted Item ($M) Revenue Income EBITDA Future Impacts Precision Agriculture Business (~$535) (~$180) (~$185) Supply Agreement revenue and Adjusted EBITDA expected to grow at (1) Supply Agreement ~$65 ~$15 ~$15 the same rate or faster than JV equity income over next 5 years Incremental Equity Income -- -- ~$25 JV equity income expected to reach ~2x 2023 level by Year 5 Net 2023E Impact to Trimble (~$470) (~$165) (~$145) ▪ Non-GAAP EPS Impact: Trimble expects low single digit percentage Non-GAAP EPS dilution in the near-term as a result of the transaction and expected use of proceeds ▪ FCF impact: Pro forma for the transaction, Trimble expects Trimble’s FCF conversion based on Non-GAAP Net Income to be consistent with pre-transaction levels Note: FCF refers to free cash flow. 13 (1) Supply agreement operating profit/Adjusted EBITDA in pro forma 2023 includes ~$15M of shared corporate costs expected to be reduced over time.
Illustrative pro forma deal impact on Trimble Resource & Utilities segment 2023 results Note: For comparative purposes shows Illustrative pro forma impact as if deal was completed on the first fiscal day of 2023. '23E Non-GAAP (1) (1) Item ($M) '23E Revenue Op. Income Description R&U Segment Today ~$790 ~$275 Includes Trimble Ag, Positioning Services and Forestry & Utilities (-) Precision Agriculture business (~535) (~180) Suite of advanced technology products for Ag market GNSS and guidance technologies to be provided to JV via long-term supply (2) (+) Supply Agreement ~65 ~15 agreement Includes Positioning Services, Forestry & Utilities and Supply Agreement R&U Segment Pro Forma ~$320 ~$110 earnings Memo: Incremental Equity Income - ~$25 15% stake in JV will be reported in equity income reported at Trimble level (1) Represents midpoint of guidance as of August 3, 2023. 14 (2) Supply agreement operating profit/Adjusted EBITDA in pro forma 2023 includes ~$15M of shared corporate costs expected to be r educed over time.
Use of Non-GAAP financial information This presentation includes certain Non-GAAP financial measures. When Trimble provides its expectations for the impact the joint venture will have on Trimble's revenue, Non-GAAP Operating Income, Adjusted EBITDA Margin and Adjusted EBITDA on a forward-looking basis, a reconciliation of the differences between non- GAAP expectations and the corresponding GAAP measures is not available without unreasonable effort. The variability of the items that have not yet been determined may have a significant, and potentially unpredictable, impact on Trimble's future GAAP results. Additional financial information about Trimble's use of Non-GAAP can be found on the Investor Relations page of the Trimble website at https://investor.trimble.com/financial-information. 15