Investor Presentaiton
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Safe Harbor for Forward Looking Statements
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Statements in this presentation regarding the future financial and operating results of MKS Instruments, Inc. ("MKS"), MKS' future business prospects, MKS'
future growth, - MKS' proposed acquisition of Electro Scientific Industries, Inc. ("ESI"), the expected timetable for completing the acquisition, benefits and
synergies of the acquisition, future opportunities for the combined company and any other statements about MKS' or ESI's managements' future
expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact (including statements containing the words "will," "projects," "intends," "believes," "plans,"
"anticipates," "expects," "estimates," "forecasts," "continues" and similar expressions) should also be considered to be forward-looking statements. These
statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-
looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking
statements are: the conditions affecting the markets in which MKS and ESI operate, including the fluctuations in capital spending in the semiconductor
industry and other advanced manufacturing markets, the economy in general as well as fluctuations in net sales to MKS' and ESI's existing and prospective
customers; the ability of the parties to complete the ESI acquisition; the risk that the conditions to the closing of the ESI acquisition, including receipt of
required regulatory approvals and approval of ESI shareholders, are not satisfied in a timely manner or at all; litigation relating to the ESI acquisition;
unexpected costs, charges or expenses resulting from the ESI acquisition; the risk that disruption from the proposed ESI acquisition materially and adversely
affects the respective businesses and operations of MKS and ESI; the ability of MKS to realize the anticipated synergies, cost savings and other benefits of
the proposed ESI acquisition, including the risk that the anticipated benefits from the proposed ESI acquisition may not be realized within the expected time
period or at all; competition from larger or more established companies in the companies' respective markets; MKS' ability to successfully grow ESI's
business; potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the ESI acquisition;
the challenges, risks and costs involved with integrating the operations of the companies we have previously acquired, including MKS' most recently
completed acquisition of Newport Corporation; the ability of MKS to retain and hire key employees; legislative and regulatory developments; potential
fluctuations in quarterly results, the terms of our term loan and the availability and terms of the financing to be incurred in connection with the ESI
acquisition; dependence on new product development, rapid technological and market change, acquisition strategy, manufacturing and sourcing risks,
volatility of stock price, international operations, financial risk management, and the other factors described in MKS' most recent Annual Report on Form 10-
K for the fiscal year ended December 31, 2017 and its most recent quarterly report filed with the SEC and in ESI's Annual Report on Form 10-K for the fiscal
year ended March 31, 2018 and its most recent quarterly report filed with the SEC. MKS and ESI are under no obligation to, and expressly disclaim any
obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this
presentation.
••mks
MKS PROPRIETARY
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