Azenta, Inc. · NASDAQ:AZTA
Azenta — Brooks Automation — Merger or Acquisition (July 2005)
21 slides from Azenta's merger presentation, Jul 12, 2005
Slide 1: Investor Presentation July 2005
Investor Presentation July 2005
Slide 2: Forward-Looking Statements/ Risk Factors
Forward-Looking Statements/ Risk Factors Cautionary Statement Concerning Forward-Looking Statements. Statements in this presentation regarding the proposed transaction and the expected timetable for completing the transaction, constitute forward-looking statements within the meaning of the Private S
Slide 3: Company Overviews
Company Overviews A premier semiconductor automation solutions provider Headquarters: Chelmsford, MA Year Founded: 1978 Key Product Segments: Equipment automation Factory automation software Factory automation hardware Employees: 1,800 A technology leader in creating, measuring and controlling criti
Slide 4: Transaction Overview
Transaction Overview $454 million stock-for-stock exchange Exchange ratio 1.11x Pro forma fully diluted ownership: Brooks 61%, Helix 39% Overview Company Name Operations Board of Directors Management Exchange Transaction Timing Brooks Automation, Inc. Headquarters in Chelmsford, MA More than 2,400 c
Slide 5: Strategic Vision
Strategic Vision Combination increases integrated content of vacuum automation systems, which is the fastest-growing segment in automation Positions Company to be a leading provider of vacuum automation and process vacuum outsourcing to Tier 1 OEMs Extends combined company's world-class service orga
Slide 6: Combines Brooks' Leading Position in Automation...
Combines Brooks' Leading Position in Automation... (1) CY2004 data as per Brooks filings. (2) CY2004 data as per Dataquest, April 2005. (3) Brooks estimates. Total Automation Market: $3,467M(3) Equipment Automation(1) $332M Vacuum Robotics Atmospheric Robotics Load Port Modules Atmospheric Systems V
Slide 7: ....With Helix's Excellence in Process Vacuum Solutions
....With Helix's Excellence in Process Vacuum Solutions (1) CY2004 data as per VLSI Research, May 2005 and Helix estimates (including service). (2) CY2004 data as per VLSI Research, May 2005 and Helix estimates (including service), includes cryopumps, turbo-pumps and measurement systems. Process Vac
Slide 8: Combined Leadership in Vacuum Tool Systems...
Combined Leadership in Vacuum Tool Systems... Vacuum Tool Systems Controls Domain Expertise Systems Engineering Systems Integration Vacuum-Based Processes Etch CVD PVD Ion Implant Metrology RTP Dry Strip Other Vacuum systems Measurement systems Thermal management Robotics Alignment modules Load lock
Slide 9: ....To Capture and Drive Outsourcing Opportunities
2004 2008E Atmospheric Tools 502 720 Vacuum Tools 134 460 CAGR = 16.7% ....To Capture and Drive Outsourcing Opportunities Merchant Tool Automation Market Forecasted Growth Vacuum tool automation is the fastest-growing segment in semiconductor equipment - over 36% CAGR from 2004-2008E Tier 1 OEMs' se
Slide 10: Leader in Atmospheric Tool Automation
Leader in Atmospheric Tool Automation (1) Dataquest, April 2005. (2) Based on Brooks estimated TAM of $925M. Brooks Other Co. Captive Tool Automation 0.25 0.3 0.46 Total Atmospheric Tool Automation Market (2004) Atmospheric BOM %Cost BRKS Atmospheric Tool Automation Content (2) (2) (2) (1) (1) (2) B
Slide 11: Increasing Value in Vacuum Tool Systems
PVD Vacuum BOM %Cost BRKS HELX Combined Increasing Value in Vacuum Tool Systems (1) Dataquest, April 2005. (2) Based on Brooks estimated TAM of $616M. Vacuum Tool Opportunity Increases Ion Implant Metrology PVD (shown below) Total Vacuum Tool Automation Market (2004) Brooks Other Co. Captive Tool Au
Slide 12: Goal: Driving System Sales to OEM Customers
2004 Rank by Revenue(1) OEM Modules Atmospheric Systems Vacuum Systems CTI- Cryogenics(r) Granville Phillips(r) Polycold Systems(r) 1 2 3 4 5 6 7 8 9 10 11 12 13 Goal: Driving System Sales to OEM Customers (1) Dataquest, April 2005. / / Minimal Presence Legend: Presence Significant Presence Applied
Slide 13: Top OEMs Represent Major Market Opportunity
Helix Other Captive Process Vacuum 180 482 325 Tool Automation Opportunity - Selected 5 FE Equipment Companies Tool Automation Opportunity - Selected 5 FE Equipment Companies Product Revenue ($M) Atmospheric Automation Modules $193 Atmospheric Automation Systems 173 Vacuum Automation Modules 62 Vacu
Slide 14: Enhanced Services and Support
Transactional Management On-hand spares for self-service Exchange service GUTS(r) program Total Subsystems Support Support Helix, Brooks and third-party products TrueBlue(r) Service Agreements e-JIT Predictive Maintenance Improved performance and tool availability Relationship Management Optimize to
Slide 15: Strengthening End-user Relationships
2004 Rank by CapEx(1) Fab - -- OEM(2)-- Service to the Fab - -- OEM(2)-- Service to the Fab 1 2 3 4 5 6 7 8 9 10 11 12 13 Strengthening End-user Relationships (1) Dataquest, April 2005. (2) Brooks / Helix estimates. Improve and deepen fab relationships through expanded service offerings Enhance proc
Slide 16: Transaction Creates a Leading Subsystems Supplier
BRKS-HELX ENTG-MYK ASYT BRKS MKSI CYMI AEIS ENTG MYK CCMP ATMI HELX LTM Revenue 567 362 611.5 567 550 415 377 362 292 291 256 186 186 292 Transaction Creates a Leading Subsystems Supplier Tool Automation and Component Suppliers LTM Revenue ($ in millions) (1) Pro forma for the announced merger of Br
Slide 17: Manufacturing Excellence Leveraging Global Resources
Manufacturing Excellence Leveraging Global Resources Colorado Massachusetts South Korea Germany California Achieve economies of scale, particularly in materials procurement Greater vertical integration, specifically machining capability in Mexico Higher content to reduce stacked margins for systems
Slide 18: Key Financial Highlights
Key Financial Highlights Stabilization of revenue streams - reduced volatility Potential to accelerate top-line growth Higher margins throughout business cycle Improved cash flow generation and profitability $10 million in identifiable, achievable cost synergies in Year 1; incremental synergies ther
Slide 19: Financial Performance
Financial Performance Pro Forma Combined Trailing Twelve Months Results (3/31/05) ($ in millions) (1) Excludes $0.5M inventory write-off. (2) Excludes $3.4M in amortization of acquired intangibles, $14.6M in goodwill impairment charges, and $5.4M in restructuring and acquisition-related charges. (3)
Slide 20: Integration Plan
Integration Plan Integration plan in place Shared vision for execution Minimal anticipated disruption No product rationalization and limited required design fit Leverage Helix service infrastructure Key Integration Goals Realize cost synergies Minimize disruption to existing customers and business o
Slide 21: Important Additional Information to be Filed with the SEC
Important Additional Information to be Filed with the SEC In connection with the proposed transaction, Brooks plans to file a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus with the Securities and Exchange Commission ("SEC"). Security holders of each company and oth
Brooks Automation — Merger or Acquisition (July 2005) on 6ix