1 • June 2014 Accelerating Growth in Automotive and Industrial End-Markets Investor Presentation June 9, 2014 Exhibit 99.2 |
2 • June-2014 Cautions Regarding Forward-Looking Statements This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the consummation and benefits of the acquisition by ON Semiconductor Corporation (“ON”) of Aptina Imaging. (“Aptina”) and the future financial performance of ON. These forward-looking statements are based on information available to us as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include, but are not limited to, the risk that one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise; the risk that the transaction does not close when anticipated, or at all, including the risk that the requisite regulatory approvals may not be obtained; there may be a material adverse change of us or Aptina or our respective businesses may suffer as a result of uncertainty surrounding the transaction; the transaction may involve unexpected costs, liabilities or delays; difficulties encountered in integrating Aptina; difficulties leveraging desired growth opportunities and markets; the possibility that expected benefits and cost savings may not materialize as expected; the prospect that the automotive and industrial sensor markets will not grow as rapidly as currently anticipated; the variable demand and the aggressive pricing environment for semiconductor products; the adverse impact of competitive product announcements; revenues and operating performance; changes in overall economic conditions and markets, including the current credit markets; the cyclical nature of the semiconductor industry; changes in demand for our products; changes in inventories at customers and distributors; technological and product development risks; availability of raw materials; competitors' actions; pricing and gross margin pressures; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields; control of costs and expenses; significant litigation; risks associated with acquisitions and dispositions; risks associated with leverage and restrictive covenants in debt agreements risks associated with international operations including foreign employment and labor matters associated with unions and collective bargaining agreements; the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally; risks related to new legal requirements; risks and costs associated with increased and new regulation of corporate governance and disclosure standards; and risks involving environmental or other governmental regulation. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in ON’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of our filings with the Securities and Exchange Commission. These forward-looking statements are as of the date hereof and should not be relied upon as representing our views as of any subsequent date and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made. |
3 • June-2014 Transaction Overview 1. According to Aptina’s unaudited results as of May 29, 2014 Transaction • ON Semiconductor signs definitive agreement on June 9, 2014 to acquire Aptina Imaging Price • Total consideration of approximately $400 million in cash Financing • ON Semiconductor will use cash on the balance sheet and its existing revolving credit line to finance the acquisition Timing • Expected to close in 3Q 2014, subject to regulatory approvals and other customary closing conditions Aptina Financials • LTM revenue of ~$532 million, ~29% gross margin, and ~3% operating margin 1 • Expected to be immediately accretive to pro-forma EPS 3 • June-2014 |
Aptina Snapshot • Fabless provider of high-performance CMOS image sensors • Strong IP portfolio with over 2,000 issued and pending patents • Leader in automotive image sensor market • Headquartered in San Jose, CA; approximately 650 employees Aptina FY2013 Revenue Source: company reports Automotive and Industrial 46% Camera 10% Mobile 27% PC and Gaming 17% 4 • June-2014 |
Strategic Rationale Accelerates growth in high-margin industrial and auto end-markets Vastly expands ONNN’s Imaging business Increases depth of ONNN’s customer engagement Value Creation • Expands ONNN’s technology and solutions portfolio with leading customers in focus automotive and industrial end-markets • Industrial/auto related CMOS image sensor CAGR of ~16% during 2013-18 1 • Aptina is the market leader in automotive image sensor market 1 • Establishes ONNN as a leader in industrial/auto image sensor market • Highly complementary business – almost no overlap with existing business • Potential for synergies across multiple imaging businesses • Expected to be immediately accretive, targeting pro-forma accretion of 8c in 2015,10c in 2016 1. Source: 2H 2013 CCD/CMOS Area Image Sensor Market Analysis. Techno Systems Research Co., Ltd., 2013. Print. 5 • June-2014 Tokyo: |
ONNN Long Term Imaging Vision Leadership in Industrial and Automotive Image Sensors Truesense May 2014 CCD image sensors for high-end industrial applications Aptina 3Q 2014 CMOS image sensors for broad- based industrial & auto applications ONNN Image Sensor Products CMOS image sensors for high-end industrial applications ONNN Imaging Capabilities Industry leading imaging IP portfolio with approximately 2,500 patents Strong software capabilities Broad sales reach and solid operational expertise 6 • June-2014 |
Strong Financial Outlook 1 1. Assuming close in 3Q14 33% 36% 39% 6% 10% 12% $0.01 $0.08 $0.10 2014 2015 2016 Post-Closing Pro-forma Financial Targets Gross Margin Operating Margin EPS 7 • June-2014 Expected to be immediately accretive to earnings, improving margin outlook |
8 • June-2014 Execution Plan Manufacturing and Operations Retain current manufacturing and operations arrangements Synergies Generate operating synergies across all imaging businesses Potential for synergies in G&A and operations (synergies in R&D limited) End-Market Focus Drive growth in higher margin and fast growing industrial and automotive end-markets Leverage ON Semiconductor’s broad sales reach and customer relationships to accelerate growth Organization Post-integration: Organize all imaging businesses into one cohesive group Retain key leadership and technical talent at Aptina and at other imaging businesses |
9 • June-2014 Imaging Landscape Source: 2H 2013 CCD/CMOS Area Image Sensor Market Analysis. Techno Systems Research Co., Ltd., 2013. Print. Automotive / Industrial CMOS image sensor market 2013-2018 CAGR of approximately 16 percent, versus 6 percent for overall CMOS image sensor market Industrial & Auto CMOS Image Sensor Market Total CMOS Image Sensor Market 0 2,000 4,000 6,000 8,000 10,000 12,000 2013 2014 2015 2016 2017 2018 Ind & Auto Camera Computing & Consumer Mobile Other 0 200 400 600 800 1,000 1,200 2013 2014 2015 2016 2017 2018 Tokyo: |
10 • June-2014 Rear/Rear-side Side •Passenger Monitoring •Drowsy Driver •Instrument Control •DVR •Air Bag Front/Front-side In Car Image Sensor Proliferation in Automotive • • Front View • Forward Collision Warning • Lane Departure Warning • Auto High-beam Control • Traffic Sign Recognition • Pedestrian Detection • Adaptive Cruise Control • Night Vision • Mirror Replacement • Surround View •Top View • Blind Spot Detection • Backup Camera • Surround View |
11 • June-2014 Additional Information For additional information visit ON Semiconductor’s corporate website, www.onsemi.com or for official filings visit The SEC website www.sec.gov Where to find it |