Investor Presentaiton
Transaction Overview
Per Share Consideration
$30.00 all cash transaction
Transaction Consideration
$1 billion
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Synergies and EPS Impact
Pro Forma Capitalization
(as if the transaction had closed on June 30, 2018)
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$15M within 18-36 months
Accretive to Non-GAAP EPS and free cashflow in first
12 months after closing
Cash of approximately $400M
Up to $650M of new debt, total term loan debt of ~$1.0B
Pro forma gross debt/EBITDA at closing 1.3X(1)
Pro forma net debt/EBITDA at closing 0.8X(1)
(1) Based upon $650M in debt financing and combined Pro Forma June 30, 2018 adjusted EBITDA
as calculated in Appendix
••mks
Financial and Capital
Return Policy
Expected Closing
MKS PROPRIETARY
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Focus on de-levering
This transaction does not impact our ability to continue
quarterly dividend payments
First quarter 2019
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