Materion Corporation · NYSE:MTRN
Materion — Merger or Acquisition (September 2021)
23 slides from Materion's merger presentation, Sep 20, 2021
Slide 1: Materion to Acquire H.C. Starck's Electronic Materials
September 20, 2021 © 2021 Materion Corporation
Slide 2: Forward-looking statements
These slides contain (and the accompanying oral discussion will contain, where applicable) “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that could cause our a
Slide 3: Materion at a glance
Headquarters 18% 16% TTM Revenue1 22% TTM Value-Added Sales1, 2 5% VA Sales by 6% VA Sales by TTM Adj. EBITDA Margin1,2 Segment 50% End Market Market Cap3 9% 19% 32% Countries of Operation 10% 13% Manufacturing Facilities Global Employees Performance Alloys & Composites Semiconductor Industrial Adva
Slide 4: Customer Technology & Product Roadmaps
• Customer Technology • & Product Roadmaps • • • 4 © 2021 Materion Corporation
Slide 5: Where We Were, Where We Are, Where We Are Going
Where We Are Going Where We Are • Accelerating global leadership in advanced Where We Were materials solutions for evolving growth • Becoming a global leader in advanced megatrends materials solutions through organic initiatives • Origins as a mining and metals-focused • Delivering step-change organ
Slide 6: Inorganic Growth Strategic Objectives
Inorganic Growth Strategic Objectives ✓ Complementary Products/Technologies and Geographic Footprint ✓ Diverse, Attractive and High-Growth Markets One Materion Global Growth Strategy ✓ Differentiated Product Portfolio • Commercial Excellence • Innovation ✓ High-Quality Talent • Digital • Operational
Slide 7: H.C. Starck Electronic Materials overview
Location 6% 7% 2021E Sales1 12% 2021E Adj. EBITDA Margin1 25% Sales by Sales by Countries Served2 Region End Market Facility Size 69% Employees 81% • • APAC Semiconductor U.S. Industrial • EMEA Aerospace & Defense • • 1Results represent unaudited forward-looking estimates and are subject to the forw
Slide 8: $380M purchase price
• $380M purchase price • Represents a 13x expected 2021 adjusted EBITDA multiple and <10x post-synergies multiple1 • Increases sales by 19.1% and EBITDA by 25.5%1 • Expected to be immediately accretive to Adj. EPS and Adj. EBITDA margin by 100 bps1 • Transaction is structured as a carve-out, stock p
Slide 9: © 2021 Materion Corporation
9 © 2021 Materion Corporation
Slide 10: Semiconductor demand drivers
Requires low-power Increasing demand for mobile Autonomous vehicles Endless data driving Increased demand for sensors and communication connectivity chips and memory increasing demand for compute- growing demand for compute and memory in related semiconductors capacity; high-power intensive AI semic
Slide 11: Industry-leading, premium tantalum solutions provider
Industry-leading, premium tantalum Broad industrial product portfolio, including Producer of specialty materials for solutions provider serving the most tantalum and niobium materials for highly- high temperature rocket propulsion advanced semiconductor chips engineered component applications and cl
Slide 12: Industry-leading, premium tantalum solutions provider
• Industry-leading, premium tantalum solutions provider • Expands product offering to leading semiconductor chip manufacturers • Provides access to high-performance logic processors and advanced DRAM & 3D NAND memory chips (new opportunity) • Results in higher advanced materials content per chip (ex
Slide 13: Increasing content per chip
• • • • • Increasing content per chip • 13 © 2021 Materion Corporation
Slide 14: Modern chip production process
Modern chip production process: Lithography Ion Implant • Materion and HCS-Electronic Materials products are used in Thin Film Deposition Unit Process • Thin Film Deposition Process Thin Film Etch coats chips with fine, uniform Deposition layer of material • Unit Processes are repeated hundreds of t
Slide 15: Semiconductor capacity investments by TSMC, Samsung, Intel
1 ✓ TSMC Investing $12B in Arizona semiconductor plant for 2024 production ✓ China Fastest growing semiconductor manufacturer in the world ✓ Samsung Expected to invest $17B to support additional US capacity ✓ S. Korea Largest global manufacturer of advanced memory chips ✓ Intel Investing $20B to exp
Slide 16: Combination of high purity and texture control enable advanced performance
• Combination of high purity and texture control enable advanced performance • Ability to control chemistry to <50 ppm total metal impurities with individual metals to 1 ppb • Non-uniform Texture-controlled Advanced texture Next generation Advanced microstructure control underpins Thin Film microstr
Slide 17: Pro forma financial summary
1 2 1 2 1 2 2 2 2 2 2 1TTM as of 6/30/2021 2Results represent unaudited forward-looking estimates and are subject to the forward-looking statements considerations discussed on slide 2 17 © 2021 Materion Corporation
Slide 18: © 2021 Materion Corporation
• • • • • • 18 © 2021 Materion Corporation
Slide 19: Forward-looking estimates
• • • - - - 1Results represent unaudited forward-looking estimates and are subject to the forward-looking statements considerations discussed on slide 2 19 © 2021 Materion Corporation
Slide 20: © 2021 Materion Corporation
20 © 2021 Materion Corporation
Slide 21: Q&A
Q&A © 2021 Materion Corporation
Slide 22: Appendix
Appendix © 2021 Materion Corporation
Slide 23: Q2 2021 TTM Net Sales and Adjusted EBITDA reconciliation
($ in millions) Q2 2021 TTM Net Sales $ 1,352.3 Less: Pass-through Metal Cost 593.7 Value-added Sales $ 758.6 GAAP as Reported Net income $ 48.3 Income tax (benefit) expense (0.8) Interest expense 4.0 Depreciation, depletion, and amortization 38.0 Consolidated EBITDA $ 89.4 Total Special Items $ 24.