Mks Inc. · NASDAQ:MKSI
Mks — MKS Instruments — Merger or Acquisition (October 2018)
17 slides from Mks's merger presentation, Oct 30, 2018
Slide 1: ESI Announcement 10/30/2018
ESI Announcement 10/30/2018 Exhibit 99.2
Slide 2: Safe Harbor for Forward Looking Statements
Safe Harbor for Forward Looking Statements Statements in this presentation regarding the proposed transaction between MKS Instruments, Inc. (“MKS”) and Electro Scientific Industries Inc. (“ESI”), the expected timetable for completing the transaction, future financial and operating results, benefits
Slide 3: Important Additional Information Will be Filed with the SEC
Important Additional Information Will be Filed with the SEC ESI plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. Additionally, MKS and ESI will file other relevant documents with the SEC in connection with the transaction. The Proxy Statem
Slide 4: Non-GAAP Measures
Non-GAAP Measures This presentation includes measures that are not in accordance with U.S. generally accepted accounting principles (“non-GAAP measures”). Non-GAAP measures exclude amortization of acquired intangible assets, asset impairments, costs associated with completed and announced acquisitio
Slide 5: MKS to Acquire Electro Scientific Industries (ESI)
MKS to Acquire Electro Scientific Industries (ESI) MKS PROPRIETARY EXECUTING ON A Key Strategy for MKS Acquiring a market leading technology company that serves common markets with complementary customer solutions Expands Industrial segments of PCB, Electronic Thin Film, and Electronic Component man
Slide 6: Transaction Rationale
Transaction Rationale MKS PROPRIETARY COMPLEMENT our technology platforms creating unique capabilities INNOVATE by combining component and system expertise ENHANCE strategic growth initiative in industrial laser processing A Compelling Combination . . .
Slide 7: Complementary Technology Leaders
Complementary Technology Leaders MKS PROPRIETARY Founded 1944 Headquarters in Portland, OR CY 2017 Revenue of $304M 600+ Employees* 1,000+ Global Patents* R&D Spending ~$35M R&D Headcount ~140+* Leadership in • Laser-based process equipment – Advanced PCB processing – Semi manufacturing – Component
Slide 8: Advancing Our Strategy
Advancing Our Strategy EXTEND DRIVE COMBINE ACCELERATE Surround the WorkpieceSM MKS PROPRIETARY
Slide 9: ESI – Background
ESI – Background Delivering over 70 years of innovation as the global leader in laser-based manufacturing solutions Systems enable precise engineering of micron to submicron features in PCBs Semiconductors LEDs Advanced test systems for MLCC MKS PROPRIETARY End Markets Business Segments PCB ELECTRON
Slide 10: Significant Potential Growth Opportunities
Significant Potential Growth Opportunities MKS PROPRIETARY PRINTED CIRCUIT BOARDS $1.0B INDUSTRIAL MACHINING $1.0B MARKING ENGRAVING FINE METAL DRILLING EXPANDS MKS SAM BY $2.2B WAFER MARKING WAFER SCRIBING/DICING WAFER TRIM FLEX PCB VIA DRILLING HDI PCB VIA DRILLING IC PACKAGING VIA DRILLING MLCC T
Slide 11: Balanced and Diversified End Markets
Balanced and Diversified End Markets MKS PROPRIETARY Semi Industrial LHS Research & Defense $2.2B $1.9B MKSI by End Market in CY2017 Pro Forma Combined in CY2017
Slide 12: Strengthens Advanced Market Growth
Strengthens Advanced Market Growth MKS PROPRIETARY MKSI by End Market in CY2017 Pro Forma Combined in CY2017 * Revenue is combined CY17 data from MKSI and ESI ADVANCED MARKETS $820M SEMI SEMI 34% increase in Advanced Market revenue ADVANCED MARKETS $1.1B
Slide 13: Transaction Overview
Transaction Overview MKS PROPRIETARY Per Share Consideration $30.00, all cash transaction Transaction Consideration $1.0B equity value Synergies and EPS Impact $15M within 18-36 months Accretive to Non-GAAP EPS and free cashflow in first 12 months after closing Pro Forma Capitalization (as if the tr
Slide 14: MKS Business Process in All Areas of Our Business
IN ALL AREAS OF Our Business MKS Business Process Established Profit & Cash Recovery Team Streamlined Operations and Administrative functions Optimized Sales channels CONTINUOUS IMPROVEMENT Active portfolio management Executing M&A strategy Aligning resources to support growth STRATEGIC PLANNING Dev
Slide 15: MKS and ESI
MKS and ESI MKS PROPRIETARY UV and ultrafast lasers Motion, photonics and optics RF power and plasma Vacuum processing; precise control of pressure, flow and composition Laser-based process equipment Advanced PCB processing Semi manufacturing Component manufacturing
Slide 16: Appendix
Appendix MKS PROPRIETARY
Slide 17: Combined Pro Forma Income Statement
Combined Pro Forma Income Statement(1) Trailing twelve months ended June 30,2018 Pro forma combined results do not include transaction related adjustments or synergies. Non-GAAP items include restructurings, costs associated with completed and announced acquisitions, certain excess and obsolete inve
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