Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - II-VI INC | d8k.htm |
| EX-2.1 - MERGER AGREEMENT - II-VI INC | dex21.htm |
| EX-99.1 - PRESS RELEASE - II-VI INC | dex991.htm |
 II-VI Incorporated Acquisition of Photop Technologies, Inc. January 4, 2010 1 Exhibit 99.2 |
 2 Forward Looking Statement Disclaimer This presentation and the remarks of its presenter(s) contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by words such
as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of II-VI Incorporated.
These statements are based on management’s current expectations and are
inherently subject to uncertainties and changes in circumstances.
Among the factors that could cause actual results to differ materially from
those described in the forward- looking statements are changes in global,
political, economic, business, competitive, market and regulatory
forces. More detailed information about II-VI Incorporated’s
risks is contained in II-VI Incorporated’s filings with the SEC, including the report on Form 10-K for the fiscal year ended June 30, 2009.
II-VI Incorporated does not undertake any obligation to update the
forward-looking statements to reflect actual events, results, or any
change in events, conditions, assumptions or other factors.
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 Agenda • Review of Today’s Announcement • Overview of Photop Technologies, Inc. • Strategic Rationale and Fit with II-VI • Updated Financial Outlook for II-VI • Question and Answer Session 3 |
 Review of Today’s Announcement • We have completed the acquisition of Photop Technologies, Inc. that was previously announced on December 28, 2009. • The initial consideration was cash of $45.6 million and the issuance of 1,146,000 shares of II-VI common stock. The cash was provided from II-VI’s cash on hand and the shares issued represented approximately 3.9% of the outstanding shares of II-VI common stock prior to the acquisition. • An additional $12.0 million of cash earn-out opportunities are available based on Photop’s calendar 2010 and 2011 financial results. • The final purchase price will be determined based on closing adjustments, including working capital adjustments. • No debt of Photop was assumed as part of the acquisition. 4 |
 Photop Technologies, Inc. 5 Established in 2003 through a merger of four companies, each a leader in its existing product field of Optics, Lasers, Fiber Optics, and Photonic Crystal Materials, Photop Technologies, Inc. is a leading photonics designer and integrated manufacturing company of Fiber Optics, Precision Optics, Projection and Display Optics, Solid State Lasers, Crystal Materials, and other Photonics Products. Headquartered in Fuzhou, China, with over 3,000 employees including over 350 dedicated engineers in Fuzhou, Shanghai and Guangzhou, China, Photop is dedicated to advanced design and extensive technologies, highly-efficient manufacturing infrastructure, volume production capability and capacity, and leading-edge research and development.
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 Leading Supplier & Manufacturing Partner for Optical Components & Photonics Products – Optics Design, Integrated Fabrication and Custom Optics – Crystal, Specialty Glass and 8” Wafer processing capability – Optical Coating, Bonding and Microchip & Comprehensive Sub-Assembly – Component Assembly and Advance SMT/PCBA Capability In House – OEM/ODM Product Integration and Joint Product Development – Integrated Assembly For All the Processes Under One Roof – Volume Manufacturing Expertise on Advance Optics & Photonics Products 6 |
 7 Photop’s Core Competence Optics, Components & Module for Communication & Consumer Optics & Advance Optics OPTICAL ENGINEERING CRYSTAL MATERIAL Optics Design Integrated Fabrication Coating & Assembly TO, Butterfly, Microchip Laser & Module Assembly Optical Crystal Growth Crystal & Glass Material Precision Mechanics SMT / PCB Assembly Software / Firmware Active & Passive Optics, Component & OEM / ODM Module LASER ENGINEERING Mechanical & Electronics |
 8 Micro – Optics & Optical Communications |
 9 Optical Components for Communications |
 10 Commercial Lasers & Laser Assembly |
 Strategic Rationale and Fit with II-VI • Photop has an impressive record of profitable growth • Photop has impressive technology platforms and product portfolios which are synergistic with II-VI’s VLOC subsidiary • Photop enables II-VI to accelerate its China Strategy and broaden and brighten II-VI and Photop’s global growth prospects • Photop expands II-VI’s world class R&D and technology capabilities • Photop has an excellent industry reputation • Photop, like II-VI, has an entrepreneurial culture with great customers and employees 11 |
 Updated Financial Outlook for II-VI • The financial results of Photop will be included in the results of II-VI for the six months ending June 30, 2010. • For the year ending June 30, 2010, Photop is expected to have positive operational results. These results are expected to offset (a) the transactional expenses that are required to be expensed rather than capitalized (including $1.0 million after-tax in the quarter ended December
31, 2009) and (b) the dilutive effect of the shares of II-VI common stock
that were used for the acquisition. • II-VI’s revenue guidance for the fiscal year ending June 30, 2010 has been increased from a range of $264 million to $274 million to a range of $293 million to $305 million. • II-VI’s earnings per share guidance for the fiscal year ending June 30, 2010 remains unchanged at $0.85 to $0.95. • The transaction is expected to be accretive in the fiscal year ending June 30, 2011. • Financial results for II-VI for the second fiscal quarter ended December 31,
2009 are expected to be released on January 19, 2010. 12 |
 Question and Answer Session These comments and answers to certain questions contain forward looking statements which are based on current expectations. Actual results could differ materially. For information about factors that could cause the actual results to differ materially, please refer to the “Risk Factors” section of our Form 10-K for the fiscal year ended June 30, 2009. 13 |