Entegris to Acquire SAES Pure Gas business

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Entegris logo
Entegris

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Technology

Published

2018

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#1#22 Safe harbor Entegris This presentation contains, and management may make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," "should," "may," "will," "would" or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements related to the proposed acquisition of the SAES Pure Gas business, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company; our performance relative to our markets; market and technology trends; the development of new products and the success of their introductions; the Company's capital allocation strategy, which may be modified at any time for any reason, including share repurchases, dividends, debt repayments and potential acquisitions; and other matters. These statements involve risks and uncertainties that may cause actual results to differ including, but are not limited to, the ability to consummate the transaction, risks that the conditions to the closing of the transaction are not satisfied; the ability to successfully integrate the operations and employees of the SAES Pure Gas business; unexpected costs, charges or expenses resulting from the transaction; risks that the proposed transaction disrupts the current plans and operations of the Entegris or the SAES Pure Gas business; the ability to realize anticipated synergies and cost savings; the ability to successfully grow SAES Pure Gas' business; the weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for our products and solutions; our ability to meet rapid demand shifts; our ability to continue technological innovation and introduce new products to meet our customers' rapidly changing requirements; and other risk factors and additional information described in our filings with the Securities and Exchange Commission, including under the heading "Risks Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on February 15, 2018, and in our other periodic filings. Entegris assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. This presentation contains the adjusted EBITDA of Entegris and the SAES Pure Gas business, which are considered "Non-GAAP financial measure" under the rules and regulations of the Securities and Exchange Commission. The reconciliations of adjusted EBITDA of Entegris and the SAES Pure Gas business to Net Income is included elsewhere in this release. The presentation of this financial information should be considered in addition to the comparable GAAP measure and is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Entegris uses non-GAAP financial measures for financial and operational decision-making, as a means to evaluate period-to- period comparisons, as well as comparisons to our competitors' operating results. Management believes that certain non-GAAP financial measures provide meaningful supplemental information regarding performance and liquidity by excluding certain items that may not be indicative of our recurring business operating results, such as amortization, depreciation and discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to certain non-GAAP financial measures in assessing and understanding our results and performance and when planning, forecasting, and analyzing future periods. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze our business.#33 Entegris to acquire SAES Pure Gas business; transaction overview. • Addresses a rapidly growing market need for ever-greater purity in the semiconductor industry Complements our microcontamination control solutions and enables us to offer end-to-end gas purification solutions ● ● ● @ Entegris Accretive acquisition of an established, profitable business with a strong cash flow business model that will leverage Entegris' operating platform and sales channels Creates significant shareholder value through the effective deployment of available cash, consistent with our stated capital allocation framework#44 A highly accretive transaction. Transaction Value Synergies and EPS Impact Financing Expected Closing $355 million¹ Approx. 9 times multiple, pro forma for synergies² Expected to add $0.08 to $0.10 to non-GAAP EPS in 2018 and $0.17 to $0.20 in 2019 $5 million in cost synergies to be in place by end of 2019 Cash on hand June 2018, subject to customary closing conditions ¹Excludes approximately $5 million in transaction costs. 2Purchase price multiple based on 2017 EBITDA of $33 million, as reported by SAES Getters S.p.A., and $5 million of expected annualized cost synergies. Entegris#5#6#7#88 Where does SAES Pure Gas fit? Entegris FY2017 Pro forma Sales by Segment $1,434 million¹ SCEM MC $527M $486M AMH $421M Espresso Microcontamination Control (MC) Division Portfolio Liquid Liquid Filters Purifiers Gas Filters Gas Purifiers POU Gas Purifiers Bulk ¹Fiscal 2017 pro forma sales equals $1,343 million as reported by Entegris plus $91 million of SAES Pure Gas sales as reported by SAES Getters S.p.A. parent. SAES Pure Gas Entegris#9#10#11#12#13#14

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