ENTEGRIS INC - FORM 8-K - EX-99.2

Attached files

file	filename
EX-2.1 - EX-2.1 - ENTEGRIS INC	d669038dex21.htm
EX-99.1 - EX-99.1 - ENTEGRIS INC	d669038dex991.htm
EX-99.3 - EX-99.3 - ENTEGRIS INC	d669038dex993.htm
8-K - FORM 8-K - ENTEGRIS INC	d669038d8k.htm

February 4, 2014

Entegris to Acquire ATMI

Exhibit 99.2

Investor Presentation | 2

Cautionary Statement Regarding Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed merger, and all other statements

made in this news release that are not historical facts are forward-looking statements and are made pursuant to

the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, these forward-

looking statements may be identified by the use of words such as “may,” “will,” “should,” “expect,” “plan,”

“anticipate,” “believe,” or “project,” or the negative of those words or other comparable words. Any forward-

looking statements included in this news release are made as of the date hereof only, based on information

available to Entegris and ATMI as of the date hereof, and, subject to any applicable law to the contrary, Entegris

and ATMI undertake no obligation to update or revise any forward-looking statements, whether as a result of

new information, future events or otherwise. Such forward-looking statements are subject to a number of risks,

assumptions and uncertainties that could cause actual results to differ materially from those projected in such

forward-looking statements. Such risks and uncertainties include: any conditions imposed on the parties in

connection with consummation of the transaction described herein; approval of the merger by ATMI’s

stockholders; the ability to obtain regulatory approvals of the transactions contemplated by the merger

agreement on the proposed terms and schedule; the failure of ATMI’s stockholders to approve the transactions

contemplated by the merger agreement; ATMI’s ability to maintain relationships with customers, employees or

suppliers following the announcement of the merger agreement; the ability of third parties to fulfill their

obligations relating to the proposed transactions, including providing financing under current financial market

conditions; the ability of the parties to satisfy the conditions to closing of the transactions contemplated by the

merger agreement; the risk that the transactions contemplated by the merger agreement may not be completed

in the time frame expected by the parties or at all; and the risks that are described from time to time in Entegris

and ATMI’S reports filed with the SEC, including Entegris’ Annual Report on Form 10-K for the fiscal year ended

December 31, 2012, filed with the SEC on February 22, 2013, ATMI’s Annual Report on Form 10-K for the fiscal

year ended December 31, 2012, filed with the SEC on February 22, 2013, and in other of Entegris and ATMI’s

filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-

K, and on general industry and economic conditions. Entegris and ATMI caution investors not to place substantial

reliance on the forward-looking statements contained in this press release. These statements speak only as of

the date of this press release and Entegris and ATMI do not undertake and expressly disclaim any obligation to

update or revise them except as otherwise required by law.

Investor Presentation | 3

4Q revenue of $94.8M, up 8% QTQ and

6% YoY

4Q GAAP net income of $6.4M

$0.19 per diluted share

CY2013 net sales of $361.0M, down 1% YoY

CY2013 net income of $38.6M

$1.18 per diluted share

4Q revenue of $186.3M, up 13% QTQ and

11% YoY

4Q Non-GAAP net income of $24.6M

$0.18 per diluted share

CY2013 net sales of $693.5M, down 3% YoY

CY2013 net income of $77.0M

$0.55 per diluted share

Entegris and ATMI: Earnings Highlights

Note: ATMI metrics from continuing operations.

Entegris and ATMI had strong years and both closed 2013 with great momentum

Strong demand for liquid and gas filtration

and purification solutions

Strong growth in microelectronics and

eVOLV licensing revenues

Investor Presentation | 4

Entegris to acquire ATMI in an all-cash transaction

Creates technology leader in advanced process materials,

contamination control and wafer handling

Complementary capabilities, well-positioned to address

semiconductor customer challenges

Significant value creation potential through cost synergies

and immediate earnings accretion

Financed through cash and attractive debt, resulting in a

more efficient balance sheet

Transaction Overview

Investor Presentation | 5

A Transformative Transaction

Per Share Consideration

$34.00 per share in cash

Transaction Value

$1.15 billion equity value, approx. $850 million enterprise value

Financing

Approx $360 million in cash from combined balance sheets

$460 million term loan B and $360 million bond financing

No maintenance covenants

Closing Conditions

Approval by ATMI’s shareholders

Completion of ATMI’s Life Sciences Business sale (expected Q1-14)

Customary closing conditions and regulatory approvals

Expected Closing

Second quarter of 2014, subject to customary closing conditions

Synergies and

EPS Impact

Annualized cost savings of $30 million

Significantly and immediately accretive to non-GAAP EPS

Accelerated EPS growth as a result of debt paydown

Investor Presentation | 6

Leader in contamination

control and wafer handling

65% unit-driven revenue

Revenue (2013) = $693M

EBITDA (2013)¹

= $134M

Entegris + ATMI = A More Powerful Operating Platform

See Appendix for a reconciliation of adjusted EBITDA to net income.

Includes $30M run-rate cost synergies.

Note: Financial metrics exclude intercompany sales and discontinued operations.

Leader in advanced materials

and material delivery systems

~100% unit-driven revenue

Revenue (2013) = $361M

EBITDA (2013)¹

= $86M

Key supplier to the semiconductor and electronics industries

Leader in complementary product categories

Complete defect management solutions covering both

wafer processing and wafer environment

Approx. 80% unit-driven revenue

Revenue (2013PF) = $1,051M

EBITDA (2013PF)²

= $250M

Investor Presentation | 7

Complementary Product Leadership

Market leadership positions across the entire IC wafer fabrication process

ATMI

Lithography

Advanced

Photoresist

Packaging

Filtration

Gas/Liquid

Purification

Etch

Gas Filters

and

Diffusers

Gas

Purification

Specialty

Materials

Deposition

Copper

Plating

Deposition

Materials

Gas Filtration

and

Purification

Clean

Formulated

Cleans

Filtration

Fluid

Handling

Containers

CMP

Formulated

Cleans

Filtration

Brushes

and Pad

Conditioners

Implant

Safe Gas

Delivery

Systems

Electrostatic

Chucks

Fab Facility

Advanced

FOUPs

AMC

Filtration

Bulk

Chemical

Delivery

Wafer

Shippers

Entegris

Investor Presentation | 8

A Great Combination

Positioned to benefit from semiconductor industry trends

Source: Industry data, company estimates.

Industry Trend 1:

Greater

Complexity

–

Greater

Cost

More materials usage, more consumable

usage, more specialized solutions

Industry Trend 2:

Critical Need for Defect Reduction

Cleaner materials and more controlled

shipment / delivery of process materials

Estimated Yield

Process Steps

Semi Manufacturing Yields and Steps

Technology Node in Nanometers

2,000

4,000

50%

100%

Est. Yield

# Logic Steps

Investor Presentation | 9

Transaction provides multiple value creation opportunities

Enhanced Financial Profile

Enhanced Scale and

Growth Potential

Significant Cost

Synergies

Efficient Balance

Sheet

EPS Accretive

Annualized cost

savings of $30M

Savings primarily

from SG&A

Team experienced

in integration

Deploys excess

cash balances

Takes advantage

of strong debt

markets

No maintenance

covenants

Significantly

accretive to

non-GAAP EPS

in first year

Accelerated EPS

growth as a result

of debt paydown

Consolidated pro

forma revenues

of over $1B

Benefits from

complementary

technologies

Approximately

80% unit-driven

revenues

Investor Presentation | 10

Flexible balance sheet with ample liquidity

$85M undrawn asset-backed revolver

Significant balance sheet cash

No maintenance covenants

Committed to debt paydown through both FCF and other significant

sources of cash made available through integration activities

Includes $30M run-rate cost synergies.

Pro Forma Balance Sheet

Amount $M

x2013PF EBITDA

Asset-Backed Revolver

---

Term Loan

460

1.8

Senior Notes

360

3.3

Total Debt

$ 820

3.3 x

Total Cash

~ 325

Net Debt

$ 494

2.0 x

2013 PF EBITDA¹

$ 250

Investor Presentation | 11

A compelling combination for all stakeholders

Summary

Customers

Better positioned to continue to address customers’

ever-evolving technological needs

Complementary skills, technologies and product capabilities

to deliver innovative and cost-effective solutions

Employees

Creates premier industry platform to attract talent

Potential to accelerate growth as a combined company

Opportunity to work on the industry’s most complex

technology challenges

Investors

Enhanced financial profile, more efficient balance sheet

Annualized costs savings of $30 million

Strong market positions in critical, yield-enabling products

Significantly accretive to non-GAAP EPS in first year

Entegris®,

the

Entegris

Rings

Design®

and

Creating

Material

Advantage®

are

trademarks

Entegris,

Inc.

Investor Presentation | 13

Appendix

Investor Presentation | 14

Entegris 2013 Adjusted EBITDA Reconciliation

Net Sales

$693.5

Net Income

77.0

Adjustments to net income

Equity in net income of affiliates

Income tax (benefit) expense

21.7

Other (income) expense, net

(2.0)

GAAP –

Operating income

$96.7

Amortization of intangible assets

$9.3

Contingent consideration fair value

adjustment

(1.8)

Adjusted operating income

$104.3

Depreciation

29.5

Adjusted EBITDA

$133.8

Adjusted EBITDA Reconciliation

$ in millions

ATMI 2013 Adjusted EBITDA Reconciliation

Net Sales

$361.0

Income from Continuing Operations

38.8

Adjustments to net income

Interest income

(0.9)

Income taxes

12.2

Other (income)

(2.6)

GAAP –

Operating income

$47.4

Charge related to IMI

$11.5

One time severance costs

2.7

Transaction related costs

1.4

Other

(0.6)

Adjusted operating income

$62.4

Depreciation

23.3

Adjusted EBITDA

$85.7

ENTEGRIS INC - FORM 8-K - EX-99.2 - February 4, 2014

Attached files

ENTEGRIS INC Reports