Entegris, Inc. · NASDAQ:ENTG
Entegris — Merger or Acquisition (February 2014)
14 slides from Entegris's merger presentation, Feb 4, 2014
Slide 1: Entegris to Acquire ATMI
Exhibit 99.2 Entegris to Acquire ATMI February 4, 2014
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
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 prov
Slide 3: Entegris and ATMI: Earnings Highlights
Entegris and ATMI: Earnings Highlights Entegris and ATMI had strong years and both closed 2013 with great momentum 4Q revenue of $186.3M, up 13% QTQ and 4Q revenue of $94.8M, up 8% QTQ and 11% YoY 6% YoY 4Q Non-GAAP net income of $24.6M 4Q GAAP net income of $6.4M $0.18 per diluted share $0.19 per d
Slide 4: Transaction Overview
Transaction Overview 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 thr
Slide 5: A Transformative Transaction
A Transformative Transaction Per Share Consideration $34.00 per share in cash Transaction Value $1.15 billion equity value, approx. $850 million enterprise value Annualized cost savings of $30 million Synergies and EPS Impact Significantly and immediately accretive to non-GAAP EPS Accelerated EPS gr
Slide 6: Entegris + ATMI = A More Powerful Operating Platform
Entegris + ATMI = A More Powerful Operating Platform Leader in contamination Leader in advanced materials control and wafer handling and material delivery systems 65% unit-driven revenue ~100% unit-driven revenue Revenue (2013) = $693M Revenue (2013) = $361M EBITDA (2013)=¹ $134M EBITDA (2013)=¹ $86
Slide 7: Complementary Product Leadership
Complementary Product Leadership Market leadership positions across the entire IC wafer fabrication process Lithography Etch Deposition Clean CMP Implant Fab Facility Advanced Gas Filters Copper Formulated Formulated Safe Gas Advanced Photoresist and Plating Cleans Cleans Delivery FOUPs Packaging Di
Slide 8: A Great Combination
A Great Combination Positioned to benefit from semiconductor industry trends Semi Manufacturing Yields and Steps Estimated Yield Process Steps 100% 4,000 Est. Yield # Logic Steps Industry Trend 1: GreaterComplexity– GreaterCost More materials usage, more consumable usage, more specialized solutions
Slide 9: Enhanced Financial Profile
Enhanced Financial Profile Transaction provides multiple value creation opportunities Enhanced Scale and Significant Cost Efficient Balance EPS Accretive Growth Potential Synergies Sheet Consolidated pro Annualized cost Deploys excess Significantly forma revenues savings of $30M cash balances accret
Slide 10: Pro Forma Balance Sheet
Pro Forma Balance Sheet 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 Amount $M x201
Slide 11: Summary
Summary A compelling combination for all stakeholders Enhanced financial profile, more efficient balance sheet Annualized costs savings of $30 million Investors Strong market positions in critical, yield-enabling products Significantly accretive to non-GAAP EPS in first year Better positioned to con
Slide 12: Trademarks notice
Entegris®,the EntegrisRingsDesign®and Creatinga Material Advantage®are trademarksof Entegris,Inc. ©2013 Entegris, Inc. All rights reserved.
Slide 13: Appendix
Appendix Investor Presentation | 13
Slide 14: Adjusted EBITDA Reconciliation
Adjusted EBITDA Reconciliation $ in millions Entegris 2013 Adjusted EBITDA Reconciliation ATMI 2013 Adjusted EBITDA Reconciliation Net Sales $693.5 Net Sales $361.0 Net Income 77.0 Income from Continuing Operations 38.8 Adjustments to net income Adjustments to net income Equity in net income of affi