Slide 1: Entegris to Acquire CMC Materials
Entegris to Acquire CMC Materials Creates a Leader in Electronic Materials December 15, 2021
Slide 2: Legal Disclosures
Legal Disclosures Additional Information about the Merger and Where to Find It This communication 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 a proposed business com
Slide 3: Compelling Benefits of the Transaction
Compelling Benefits of the Transaction 1 4 Adds critical and highly Strong and resilient combined complementary semiconductor business with pro forma 80% unit- materials to Entegris’ core platforms driven revenue 2 5 Faster time-to-solution in CMP1 and Opportunity to unlock growth and formulated wet
Slide 4: Transaction Overview
Transaction Overview • Entegris to acquire CMC Materials in a cash and stock transaction • CMC Materials shareholders will receive $133.00 in cash and 0.4506 shares of Entegris common stock for each share of CMC Materials Transaction Consideration • Represents an equity value of $5.8Bn and enterpris
Slide 5: CMC Materials at a Glance
CMC Materials at a Glance Founded Employees Patents CMC Materials (Global) (Issued & Pending) 2000 2,000+ 1,750+ ✓ Leader in CMP slurries and pads Revenue % CMP Growth(1) % EBITDA Margin (LTM) (LTM) ✓ Well-positioned in advanced logic (LTM) & memory nodes (metals and $1.2Bn 13% 30% dielectrics) A Le
Slide 6: Broadens Technology Depth and Capabilities
Broadens Technology Depth and Capabilities Enhanced Portfolio Expanding Our Served Semiconductor Market from $7Bn to ~$12Bn 2023 SAM by Division/Application Entegris Pro Forma Entegris $2.0B $11.7B $2.6B $7.1B 70% ~80% Unit Driven Unit Driven Entegris CMP Electronic Chemicals Pro Forma Entegris 2,55
Slide 7: The Roadmaps Play to Our Unique Capabilities
The Roadmaps Play to Our Unique Capabilities The CMP challenges our customers are facing Elements Used in Today’s Advanced Devices ~4.5 times those used in the 1990s New Materials More complex structures Challenging yield ramps Our Integrated CMP Solution will Deliver: • Faster adoption of new metal
Slide 8: Enabling the CMP Ecosystem
Enabling the CMP Ecosystem Faster Time to Co-Optimized Solutions and Defect Reduction (Pre-CMP) CMP Process Post CMP Clean Thin Film Deposition Slurry Filter Liquid Filter Precursor Carrier Cleaning Slurry Pad Conditioner Chemical PVA Brush Retaining Ring Wafer Wafer Pad Wafer Post CMP Clean Chemica
Slide 9: Enhances Customer-Centric Innovation
Enhances Customer-Centric Innovation A new hard-to- solve process We strengthen problem is Our customer shares our relationship information to help through continual identified us understand collaboration their challenge Technology Global Operational Relevant, Portfolio Infrastructure Excellence Smo
Slide 10: Unlocks Significant Value Creation From Synergies
Unlocks Significant Value Creation From Synergies Annualized Cost Synergies Other Synergies COGS ▪ In-sourcing savings for Entegris manufactured products ▪ Co-optimized CMP solutions ▪ Logistics and procurement savings $15MM ▪ Cross-selling opportunities OPERATING EXPENSES ▪ Stronger customer NPD1 &
Slide 11: Proven Integration and Execution Strategy
Proven Integration and Execution Strategy Post-closing immediate Key elements to Planning underway steps integration plan • Integration strategy and • Culture diagnostics and shaping • Set clear goals key metrics • Synergies finalized and action plans • Focus on customers, quality and results • Inte
Slide 12: Strong Financial Profile at Scale
Strong Financial Profile at Scale LTM Metrics as of 9/30/2021 Revenue Adj. EBITDA $1,200 $3,381 $75 $1,081 $358 $2,181 $648 Entegris CMC Materials Pro Forma Entegris CMC Materials Cost Synergies Pro Forma w/ Entegris Synergies % Margin: 30% 30% 32% Source: Company Filings 12
Slide 13: Commitment to Disciplined Deleveraging Over time
Commitment to Disciplined Deleveraging Over time Capital Structure and Allocation Policy ▪ Target gross leverage ratio at closing ~4.0x with goal to rapidly deleverage to <3.0x ▪ Committed to BB rating profile and disciplined deleveraging over time ▪ Maintaining quarterly dividend to Entegris’ share
Slide 14: Delivering Significant Value for All Stakeholders
Delivering Significant Value for All Stakeholders ▪ Global manufacturing and lab infrastructure ▪ End-to-end product portfolio Customers ▪ Unwavering commitment to innovation ▪ Expanded technical capabilities ▪ Faster time-to-solution ▪ Commitment to continuous professional development ▪ Attractive
Slide 15: A Compelling Growth Platform
A Compelling Growth Platform Serving a Critical and Expanding Industry ~$3.4Bn ~$1.1Bn ~32% PRO FORMA PRO FORMA PRO FORMA LTM LTM REVENUE LTM ADJ. EBITDA ADJ. EBITDA MARGIN ~80% $200MM+ $75MM + $40MM PRO FORMA PRO FORMA LTM COST + CAPEX Unit-driven Revenue R&D SPEND SYNERGIES Note: LTM metrics as of
Slide 16: Thank you!
r Thank you! Entegris®, the Entegris Rings Design®, and other product names are trademarks of Entegris, Inc. as listed on entegris.com/trademarks. All product names, logos, and company names are trademarks 16 or registered trademarks of their respective owners. Use of them does not imply any affilia