Onto Innovation Inc. · NYSE:ONTO
Onto Innovation — Nanometrics — Merger or Acquisition (June 2019)
18 slides from Onto Innovation's merger presentation, Jun 24, 2019
Slide 1: Creating A Premier Process Control Company
Creating A Premier Process Control Company Nanometrics and Rudolph Technologies Merger June 24, 2019 Exhibit 99.5
Slide 2: Forward-Looking Statements
Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993,
Slide 3: Legal Disclosures
Legal Disclosures Additional Information and Where to Find It This communication is for informational purposes only and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to t
Slide 4: Speakers
Speakers Mike Plisinski Steve Roth Rudolph CEO Rudolph CFO and SVP, Finance and Administration Pierre-Yves Lesaicherre Nanometrics President and CEO
Slide 5: Compelling Combination that Creates Increased Value to Shareholders and Customers
Compelling Combination that Creates… Increased Value to Shareholders and Customers Top 15 Worldwide Wafer Fab Equipment Supplier Increased Global Scale: Sales & Customer Support Highly Complementary Product Diversity Diversification of Served Markets (SAM) Innovation Synergies Leveraging Optics & So
Slide 6: Increasing Scale & Driving Shareholder Value
Increasing Scale & Driving Shareholder Value ~$1.4B Enterprise Value At Least $20M Annual Cost Synergies ~$600M Revenue ~$162M* Adjusted Operating Profit ~27%* Adjusted Operating Margin ~$320M Combined Cash * 2018 results exclude stock based compensation, acquisition cost, if applicable, and amortiz
Slide 7: Merging Two Companies with Strong Financials & Complementary Capabilities
2018 Revenue $325M $274M $599M 2018 Adjusted Net Earnings 21% 19% 23% Intellectual Property 122 US Patents 171 US Patents 293 US Patents Core Capabilities: Software Advanced Modeling Algorithms Deep Learning Algorithms Advanced Process Control Core Capabilities: Optics Micro Ultraviolet Optics Macro
Slide 8: Complementary Products: Throughout the Entire Semiconductor Process
Complementary Products: Throughout the Entire Semiconductor Process Wafer Manufacturing Wafer Fab Advanced Packaging Ingot Slicing Lap, Etch, Polish Outgoing Quality Assurance Lithography Photo Resist Deposition, Implant Etch Electrical Test Clean Chemical Mechanical Planarization In-Line Quality As
Slide 9: SAM opportunity ~$3B
SAM opportunity ~$3B Source: 2018 Gartner Market Data, Categories/Sizes and Company Estimates ($M) Diversity in Products and Markets Doubles SAM Nanometrics
Slide 10: Creating a Top Semiconductor Capital Equipment Company
Creating a Top 15 Semiconductor Capital Equipment Company 2022 Moving from Top 30 to Top 15 MERGED COMPANY Source: Gartner 2018 Wafer Fab Equipment Market Share, April 2019 Revenue ranking only includes WFE markets TOP 15 WFE Companies TOP 30 WFE Companies TOP 45 WFE Companies
Slide 11: Combined Products Expand Opportunities per Customer
Combined Products Expand Opportunities per Customer METROLOGY MACRO INSPECTION LITHO SOFTWARE SERVICE Nanometrics Rudolph
Slide 12: Expanded Products: Opportunity Over Broader Customer Base
Expanded Products: Opportunity Over Broader Customer Base Nanometrics Rudolph TOP 10 SEMI CUSTOMERS ADVANCED PACKAGING CUSTOMERS SPECIALTY DEVICES CUSTOMERS OTHER CUSTOMERS
Slide 13: Illustrative 2018 Pro Forma Nanometrics + Rudolph
Illustrative 2018 Pro Forma Nanometrics + Rudolph REVENUE GROSS MARGIN OPEX OPERATING MARGIN NET EARNINGS MARGIN Nanometrics1 $325 M 57% 32% 25% 21% Rudolph1 $274 M 54% 33% 21% 19% (1) 2018 results exclude stock based compensation, acquisition cost, if applicable, and amortization for each Company (
Slide 14: Pro Forma Model
Pro Forma Model Annual Revenue: $300M Model(1) $400M Model(1) $600M - $800M Model(3) Nanometrics(2) Rudolph Nanometrics(2) Rudolph Combined Company + Synergies Gross Margin 56% 54% 57% 54% 55% - 56% Operating Expenses 36% 31% 30% 26% 30% - 26% Operating Profit 20% 23% 27% 28% 25% - 30% Represents ea
Slide 15: Transaction Summary
Transaction Summary Transaction Structure Rudolph stockholders will receive 0.8042 shares of Nanometrics common stock for each Rudolph share Current Nanometrics stockholders will own ~50% and current Rudolph stockholders will own ~50% of the combined company Board of Directors Christopher Seams elec
Slide 16: Significant Value Creation
Significant Value Creation Combination accelerates R&D in complementary competencies of software and optics Financially strong with FCF accelerating additional strategic investments Diversification R&D (Innovation) Financial Results Cash Position Combined cash over $320M provides significant deploym
Slide 17: Combination Benefits All Stakeholders
Combination Benefits All Stakeholders Scope and scale for end-to-end support Accelerate R&D with over $100M EMPLOYEES CUSTOMERS SHAREHOLDERS Greater opportunity for career development across a broader set of technologies, markets, and organization Attracting top talent across the globe Increased fin
Slide 18: Thank you
* Thank you nanometrics | RUDOLPH