Gsi Co.,ltd. · SAPSE:5579
Gsi Co.,ltd — Merger or Acquisition (July 2008)
29 slides from Gsi Co.,ltd's merger presentation, Jul 18, 2008
Slide 1: Investor Presentation
Exhibit 99.1 July, 2008 Investor Presentation Dr. Sergio Edelstein President and CEO Robert L. Bowen VP and CFO
Slide 2: Important Information
Important Information The tender offer for outstanding common stock of Excel Technology, Inc. (Excel) referred to in this presentation has not yet been commenced. Neither this presentation, nor the description of the tender offer contained herein, is an offer to purchase nor a solicitation of an off
Slide 3: Safe Harbor
Safe Harbor Certain matters being discussed today that are not statements of historical fact constitute forward-looking statements relating to current or future financial performance, management's plans and objectives for future operations, product plans and performance, management's assessment of m
Slide 4: Transaction Overview
SECTION 1 Transaction Overview
Slide 5: A Compelling Combination of Laser and Precision Technology Leaders
A Compelling Combination of Laser and Precision Technology Leaders 2007 Revenue: $160.0 million 2007 Adj. EBITDA: $23.9 million 2007 Revenue: $317.8 million 2007 Adj. EBITDA $45.5 million Combined company better positioned to offer expanded portfolio of products Leading designer and manufacturer of:
Slide 6: Reshaping the Industry Landscape
Reshaping the Industry Landscape A combined GSI and Excel emerges as a top-tier laser and precision technology company
Slide 7: Building on Solid Historical Performance
41% 43% 42% 15% 15% 12% 40% 41% 42% 43% 44% 45% CAGR = 8 Building on Solid Historical Performance Pro Forma Revenue Pro Forma Gross Profit Pro Forma Adj. EBITDA Source: GSI and Excel filings Note: Assumes no intercompany sales CAGR = 9% 10% 13% 16% 19% 22% 25% CAGR = 20% %
Slide 8: Unique Value Creation
GSI Brings to Excel Excel Brings to GSI Unique Value Creation Expanded offerings in largest market currently served: lasers Expanded offerings in attractive businesses: lasers, scanners Strong operational business processes Presence in India Complementary laser technology, including industrial YAG a
Slide 9: Key Transaction Terms
Purchase Price Timing Closing Conditions Other Financing Key Transaction Terms $32 cash per Excel share $309.9 million enterprise value $360.5 million equity value, fully diluted Anticipated to close in Q3 2008 Regulatory / government approvals MAC clause Available cash balances Financing arranged b
Slide 10: Key Financing Terms
Principle amount Rank/security Maturity Interest rate Optional redemption Warrants Key Financing Terms $210 million Senior unsecured notes from GSI (US) sub and warrants exercisable into common stock from GSI parent 5 years 11% per annum, payable semi annually in arrears After 1 year, up to 50% rede
Slide 11: Financial Rationale
Financial Rationale Game changing transaction unlocks value and establishes GSI as an industry leader Creates conditions for valuation multiple expansion – Transforms capital markets’ view of GSI from a niche semiconductor capital equipment supplier to a precision motion and laser leader – GSI achie
Slide 12: Growth and Operational Strategy
Capture substantial growth opportunities Increase integration of core technologies Leverage power of combined sales channels Expand Asian presence Continued focus on Operational excellence Growth and Operational Strategy We believe substantial synergies can be realized through the following steps Co
Slide 13: Overview of Excel
SECTION 2 Overview of Excel
Slide 14: Excel Investment Highlights
Strong new product development effort, with nearly 10% of sales devoted to R&D Strong presence in North America and gaining overseas, especially in Asia Valuable IP and a critical set of core competencies Growth achieved organically and through selective acquisitions of complementary laser technolog
Slide 15: Excel Business Segments
Components and Subsystems Integrated Systems and Workstations Galvanometer- based scanners High energy solid state pulsed laser systems Laser micro- machining systems Marking and Engraving Systems Sealed CO 2 lasers High-powered solid state and ultrafast lasers Light and color measurement systems Op
Slide 16: Excel Product Portfolio
Optical Products and Laser Power Systems Light and Color Measurement Systems High-Energy Solid-State Pulsed Laser Systems Laser Micro-Machining Systems High-Powered Solid- State Lasers and Ultrafast Lasers Sealed CO 2 Lasers Galvanometer-Based Scanners Marking and Engraving Systems Measurement of ha
Slide 17: Overview of GSI Group
SECTION 3 Overview of GSI Group
Slide 18: Investment Highlights
Strong Balance Sheet and Healthy Operating Cash Flows Experienced Management Team with Track Record of Success Serving Multiple Markets with Large Adjacent Growth Opportunities Innovator and Leader in Multiple Core Markets Long-Term, Repeat Customer Relationships Unique Product Set of Scanners, Enco
Slide 19: Company History
1968 1989 1994 1995 1996 1997 1998 1999 2000 2001 2002 2004 2005 2003 2006 2007 Company History General Scanning founded Lumonics merger GSI IPO DRC, Spectron, Westwind (PCB drill) acquisitions MicroE (encoder) acquisition GSI purchases systems business from Teradyne Dr. Sergio Edelstein assumes CEO
Slide 20: GSI Business Segments
Precision Technology Semiconductor Systems Optics Printers Spindles Trim Mark Repair Scanners Lasers Encoders GSI Business Segments Laser material-processing and high speed beam placement for semiconductor processing GSI has 30% share of this $400 million industry segment Industry has few competitor
Slide 21: GSI Market Segments
GSI Market Segments Lasers is the Largest and Fastest Growing Market Served by GSI Served Market Available Market Total Market Annual Growth Market Position Lasers $300M $1B $7B 10% #6 Encoders $150M $300M $1B 5% #3 Scanners $110M $150M $150M 8% #3 Spindles $100M $130M $130M 6% #2 Laser Systems (Sem
Slide 22: Product Portfolio: Precision Technology
Scanners Encoders Lasers Spindles Medical Printers Optics Product Portfolio: Precision Technology Components and subsystems for the OEM market Market sizes are GSI estimates Lasers and electromechanical motors that move mirrors Market size: $110 million Market position: #3 Laser-based rulers measuri
Slide 23: Segment Trends Commentary: Precision Technology
Segment Trends Commentary Precision Technology Precision motion used in the manufacture of consumer electronics, medical products Established customer base Highly diversified Product differentiation achieved through — Patented technology — Processing accuracy Trends expected to benefit the Company —
Slide 24: Semiconductor Systems: Product Portfolio
Wafer Repair Wafer Mark Wafer Trim Semiconductor Systems: Product Portfolio Wafer repair to raise production yield Market size: $150 - $250 million Market position: #2 Production marking of silicon wafers Market size: $45 million Market position: #1 Adjustment and tuning of mixed signal chips Market
Slide 25: Trends by Product Lines: Semiconductor Systems
Trends by Product Lines Commentary Semiconductor Systems Experts in laser material-processing and high speed precision beam placement High levels of product penetration Product differentiation achieved through — Processing speed — Processing accuracy Trends expected to benefit the Company — Continue
Slide 26: Prominent and Diverse Customer Base
Precision Technology Semiconductor Systems Prominent and Diverse Customer Base Broad customer base, with no customer accounting for greater than 6% of 2007 sales Precision Technology customers represent diverse end-markets, ranging from automotive, industrial, electronics, and medical Over 2,500 cus
Slide 27: Additional Materials
SECTION 4 Additional Materials
Slide 28: 2007 Combined Company Highlights
2007 Combined Company Highlights + = Proforma Note: Assumes no intercompany sales (in millions) Revenues $317.8 $160.0 $477.8 Gross profit $126.7 $69.8 $196.5 Gross margin 39.9% 43.6% 41.1% Operting income $29.3 $21.3 $50.6 Operating income margin 9.2% 13.3% 10.6% Adj. EBITDA $45.5 $23.9 $69.4 Adj.
Slide 29: Pro Forma Performance
Pro Forma Performance Note: Assumes no intercompany sales Revenue 2006¹ 2007² Q1 2008 Excel $ 137.7 $ 154.5 $ 160.0 $ 39.3 GSI 260.8 313.6 317.8 71.7 Combined $ 398.5 $ 468.1 $ 477.8 $ 111.0 Gross Profit Excel $ 65.4 $ 68.9 $ 69.8 $ 17.1 GSI 103.7 130.3 126.7 27.3 Combined $ 169.1 $ 199.2 $ 196.5 $