Enpro Inc. · NYSE:NPO
Enpro — Enpro Industries — Merger or Acquisition (November 2021)
18 slides from Enpro's merger presentation, Nov 5, 2021
Slide 1: Strategic Acquisition of NxEdge
Strategic Acquisition of NxEdge November 5, 2021
Slide 2: Forward-looking statements
Statements in this presentation that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They involve a number of risks and uncertainties that may cause actual events and
Slide 3: Significant Portfolio Reshaping Progress
Significant Portfolio Reshaping Progress 3 Strategic Acquisition of NxEdge Successful Execution of Portfolio Reshaping Actions Result in a More Durable Business Model Transaction Strategic Rationale NxEdgeExpected to close by end of 2021 Industrial technology-relatedHigh-growth, high-marginFragmente
Slide 4: Enpro + NxEdge: Transformation Continues
With vertically integrated capabilities across the semiconductor value chain, including a robust aftermarket business, NxEdge will broaden our solutions portfolioWill enhance our footprint ahead of new capacity and supply chain development in the United StatesWill bring AST more opportunities to ear
Slide 5: Compelling Strategic and Financial Benefits
Compelling Strategic and Financial Benefits 5 Strategic Acquisition of NxEdge Enhances scale and breadth of offerings across the semiconductor value chain, from advanced manufacturing through cleaning, coating, refurbishments, replacements and new components Adds complementary critical coating capab
Slide 6: More Aftermarket & Broader Geography for AST
More Aftermarket & Broader Geography for AST 6 Strategic Acquisition of NxEdge NxEdge AST AST + NxEdge Sales by Channel 2020A 2020A 2020 Pro Forma Sales by Geography 2020A 2020 Pro Forma AST’s Asia-based capabilities will now have broader global access to leverage expertise on the most advanced node
Slide 7: Competitive Differentiator: Vertical Integration
Competitive Differentiator: Vertical Integration 7 3Q:21 Earnings Review & Strategic Acquisition of NxEdge With its vertical integration and broad scope of solutions, NxEdge is unique in providing customers with improved supply chain efficiency and resulting benefits to their total returns Segregate
Slide 8: Competitive Differentiator: Coatings
Competitive Differentiator: Coatings 8 Strategic Acquisition of NxEdge Together, AST & NxEdge will offer the widest range of coating materials available in the Semi marketCoating process and capabilities run from traditional thermal spray (legacy applications) to leading-edge, high-density processes
Slide 9: Enpro AST + NxEdge: Full Lifecycle Management
Enpro AST + NxEdge: Full Lifecycle Management 9 Strategic Acquisition of NxEdge Illustration of the Entire Part Lifecycle
Slide 10: Steady Growth in Wafer Starts Since 2001
Steady Growth in Wafer Starts Since 2001 1 Source: Global Total Wafers Started based on Gartner September 2021. “Wafer start” refers to the initiation of manufacturing services with respect to a wafer NxEdge will provide more content into high value chamber parts for ASTCombining our Cleaning, Coati
Slide 11: Fab Equipment Spending Accelerates into 2024 in US and Taiwan
Fab Equipment Spending Accelerates into 2024 in US and Taiwan 11 Strategic Acquisition of NxEdge 1 Source: SEMI World Fab Forecast, June 2021 Our combined position in the United States and Taiwan positions us in regions where spending is expected to accelerateWell-positioned OEM business drives long
Slide 12: Semiconductor Investments Accelerating in the U.S.
1 San Carlos, CA Santa Clara, CA Morgan Hill, CA Boise, ID 1 1 2 3 1 Daytona Beach, FL Milpitas CA Santa Rosa, CA Semiconductor Investments Accelerating in the U.S. 12 Strategic Acquisition of NxEdge Overview of Front-End Semiconductor Fabs and Foundries in the U.S. Note: Intel Arizona fab capacity
Slide 13: Transaction Summary
Transaction Summary 13 Strategic Acquisition of NxEdge Terms Financing Mix of cash, borrowings from our revolving credit facility and additional term loan debtProceeds from sale of Compressor Products International (CPI), expected to close by the end of 1Q:22, will be used to partially pay down debt
Slide 14: Enpro End Market Evolution
Enpro End Market Evolution Meaningful Change in End Market Exposure 1 2 1 2018 pro forma is based on sales including Fairbanks Morse, which was divested in 1Q:20 and treated as a discontinued operation.2 Pro forma sales based on LTM 9/30/21 results, includes estimated 2021 sales from NxEdge, excludi
Slide 15: Margin Expansion & Leverage Step-Down
*Non-GAAP measure; refer to appendix for reconciliation to GAAP for historical periods 1 Based on the midpoint of sales and adjusted EBITDA of 2021 guidance as of Nov 5, 20212 2021 pro forma is based on 2021 guidance midpoint and includes NxEdge acquisition, the sale of the polymer components busine
Slide 16: Appendix
Appendix ©
Slide 17: Consolidated Adjusted EBITDA
Consolidated Adjusted EBITDA 17 Strategic Acquisition of NxEdge
Slide 18: Adjusted EBITDA reconciliation notes
18 Strategic Acquisition of NxEdge Adjusted EBITDA is a financial measure that has not been prepared in conformity with GAAP. The foregoing table presents a reconciliation of this non-GAAP financial measure to the comparable GAAP measure for the historical periods presented. Adjusted EBITDA and pro
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