Entegris (ENTG) 8-K Presentation to Prospective Lenders | 1

Presentation to Prospective Lenders | 1

Sources & Uses | Anticipated Post-Closing Capitalization

Sources & Uses | Anticipated Post-Closing Capitalization

Transaction

Sources

&

Uses

1

Anticipated

Post-Closing

Capitalization

5

($ in millions)

Exhibit 99.1

Amount

x2013PF Adj. EBITDA

$85mm ABL Facility

$

0

0.0

x

Term Facility

460

1.9

Senior Notes

360

3.3

Total Debt

$

820

3.3

x

Consolidated Cash, Cash Equivalents and Short-Term Investments

318

Net Debt

$

502

2.0

x

2013PF Adj. EBITDA

6

$

248

1

The following table sets forth the estimated sources and uses of funds in connection with the Transaction, based on the Company’s estimates of certain assets and liabilities at

closing and fees and expenses to be incurred if the Transaction had been completed on December 31, 2013. The actual amount of such sources and uses may differ as of the date

of the closing of the Transaction.

2

Includes

$1,091.9M

of

consideration

for

ATMI

shares,

$13.3M

for

stock

options,

$29.4M

for

restricted

shares,

$5.5M

for

TSR

PRSUs

and

$2.6M

for

director

deferred

units.

3

Includes

$5.7M

of

issuance

costs

and

$4.6M

of

original

issue

discount

relating

to

the

Term

Facility

and

$7.6M

of

issuance

costs

relating

to

the

Senior

Notes.

Also

reflects

the

payment

of

debt

issuance

costs

of

$0.8M

for

the

ABL

Facility

and

the

commitment

fee

for

the

bridge

financing

of

$3.7M.

4

Includes

merger-related

costs

of

$17.0M

as

well

as

paymentsexpected

to

be

made

to

certain

ATMI

employees

upona

change

in

control

and

their

subsequent

termination.

These

payments

are

expected

to

consist

of

$15.0M

plus

a

gross-up

for

payroll

taxes

of

$2.0M.

5

The

following

table

sets

forth

Entegris’

cash

and

cash

equivalents

and

capitalization

as

of

December

31,

2013,

as

adjusted

to

give

effectto

the

application

of

the

net

proceeds

of

the

borrowings

under

the

Term

Facility

and

the

proposed

Senior

Notes

in

connection

with

the

closing

of

the

ATMI

acquisition.

6

Adjusted

EBITDA

includes

$30M

of

run-rate

synergies.

Refer

to

Appendix

A

for

Adjusted

EBITDA

reconciliation.

Sources

Amount

Uses

Amount

Balance Sheet Cash

$

379

Equity Purchase Price²

$

1,143

Term Facility

460

Estimated Financing Fees³

22

Senior Notes

360

Estimated Merger Costs

4

34

Total Sources

$

1,199

Total Uses

$

1,199

Presentation to Prospective Lenders | 2

Senior Secured Term Loan B

Summary of Indicative Terms

Senior Secured Term Loan B

Summary of Indicative Terms

Borrower:

Entegris, Inc.

Tranche:

Senior Secured Term Loan B

Security:

First priority security interest in all assets of the Borrower (other than ABL collateral) and all stock and assets of the Guarantors

and a 65% stock pledge of first tier foreign subsidiaries of the Borrower

Second priority security interest in all ABL collateral

Guarantors:

All of the Borrower’s existing and future wholly owned material domestic subsidiaries, subject to customary exceptions

Amount:

$460 million

Maturity:

7 years

Amortization:

1.00% per annum

Mandatory Prepayments:

100% of net proceeds from asset sales, subject to reinvestment rights

100% of net proceeds from debt issuance (other than Permitted Debt)

50% of Excess Cash Flow , subject to Secured Leverage Ratio-based step downs

Financial Covenants:

None

Negative Covenants:

The credit agreement will contain certain negative covenants typical of a transaction of this type, including limitations on incurrence of

additional indebtedness, limitations on liens, limitations on restricted payments and investments, limitations on sale-leasebacks,

limitations on transactions with affiliates, limitations on asset sales, limitations on mergers and consolidations and limitations

on restrictions on subsidiary distributions

Presentation to Prospective Lenders | 3

Leader in contamination

control and wafer handling

66% unit-driven net sales

Net Sales (2013) = $693M

EBITDA (2013)

1

= $132M

Entegris + ATMI = A More Powerful Operating Platform

Entegris + ATMI = A More Powerful Operating Platform

1

See Appendix for a reconciliation of adjusted EBITDA to net income.

2

Excludes $3.2M of Entegris sales to ATMI.

3

Includes $30M run-rate cost synergies.

Note: Financial metrics exclude ATMI’s discontinued operations.

Leader in advanced materials

and material delivery systems

~100% unit-driven revenue

Net Sales (2013) = $361M

EBITDA (2013) = $86M

Key supplier to the semiconductor and electronics industries

Leader in complementary product categories

Complete defect management solution covering both

wafer processing and wafer environment

Approx. 80% unit-driven net sales

Net Sales (2013PF)²

= $1,051M

EBITDA (2013PF)³

= $248M

Presentation to Prospective Lenders | 4

The Contamination Control Experts for Advanced Manufacturing

The Contamination Control Experts for Advanced Manufacturing

Entegris Contamination

Control Technologies

Advanced Materials  10%

Contamination

particles

inorganics

bubbles

Airborne molecules

ions

gels

Microenvironments

26%

Filtration and Purification

44%

Fluid Handling

20%

Maximized

Yields

% 2013 Sales

Presentation to Prospective Lenders | 5

Global Footprint and Breadth of Technology Provide Unique

Competitive Position

Global Footprint and Breadth of Technology Provide Unique

Competitive Position

Note:  Size of circles reflects approximate relative semiconductor sales, based on company estimates

Global Footprint

(# of employees –

logarithmic scale)

Large

SAES

GEMU

Miraial

Pall

Toyo Tanso

Parker

Shin Etsu

Gudeng

Donaldson

Small

Presentation to Prospective Lenders | 6

Entegris Customer Overview

Entegris Customer Overview

No Customer Accounts for more than 10% of Net Sales

Top Customers FY2013

Semiconductor Manufacturers

Original Equipment Manufacturers

Wafer Growers / Chemical Companies

Source: Public

filings, Entegris management

Large North

American IC

Company

Presentation to Prospective Lenders | 7

Longstanding and Collaborative Customer Relationships

Longstanding and Collaborative Customer Relationships

4

Entegris serves virtually all significant customers across the semiconductor supply chain and has

served as a trusted partner for decades

On a combined basis, the top 10 customers constitute 40.8% of 2013 Net Sales

Source:  Entegris and ATMI management

Combined Customers as % of Total Net Sales

Presentation to Prospective Lenders | 8

Name

Background

Bertrand Loy

President and CEO

Bertrand

has

served

as

President

and

Chief

Executive

Officer

since

November

2012

Previously

served

as

the

Executive

Vice

President

and

Chief

Operating

Officer

since

July

2008,

and

prior

to

that

was

the

Executive

Vice

President

in

charge

of

Manufacturing

and

Global

Supply

Chain

from

August

2005

until

July

2008

Bertrand

served

as

the

Vice

President

and

Chief

Financial

Officer

of

Mykrolis

from

January

2001

until

the

2005

merger

with

Entegris,

and

prior

to

that,

held

various

roles

at

Millipore

Corporation

Greg Graves

Executive Vice President   

and CFO

Greg

has

served

as

Executive

Vice

President

and

Chief

Financial

Officer

since

July

2008

Since

2007

he

served

as

Senior

Vice

President

and

Chief

Financial

Officer

and

from

the

merger

with

Mykrolis

until

2007,

he

served

as

Senior

Vice

President,

Strategic

Planning

&

Business

Development.

Greg

served

as

the

Chief

Business

Development

Officer

of

Entegris

Minnesota

since

September

2002

and

from

September

2003

until

August

2004

he

also

served

as

Senior

Vice

President

of

Finance

Prior

to

joining

Entegris

Minnesota,

Greg

held

positions

in

investment

banking

and

corporate

development,

including

at

U.S.

Bancorp

Piper

Jaffray

and

Dain

Rauscher

Greg Morris

Chief Commercial Officer

Greg

has

been

Chief

Commercial

Officer

since

2012

Prior

to

assuming

his

current

role,

Greg

had

served

as

Vice

President,

General

Manager,

Global

Field

Operations

since

2008

Previously,

Greg

was

North

American

Regional

Sales

Director

since

2007,

and

the

head

of

Finished

Electronics

Products

group

from

2005

until

2007

Greg

was

President

of

the

Entegris

Minnesota

Data

Storage

Business

Unit

from

2003-2005

and

from

1992

to

2003

he

held

a

variety

of

positions

with

Entegris’

predecessor

companies

Bill Shaner

Senior VP of Global

Manufacturing  Operations

Bill

has

been

Vice

President

and

General

Manager

of

the

Microenvironments

Division

since

2008

Since

joining

Entegris

in

1995,

Bill

has

held

numerous

positions,

among

them,

vice

presidential

roles

in

new

business

development,

wafer

shipping,

and

global

product

support

and

service

business

units.

He

also

has

held

positions

in

applications

and

design

engineering,

and

product

marketing

and

sales

Todd Edlund

Senior VP and GM of

Entegris Microelectronics

Todd

has

been

Vice

President

and

General

Manager

of

the

Contamination

Control

Solutions

Division

since

December

2007

He

served

as

the

Vice

President

and

General

Manager

of

the

Liquid

Systems

Business

Unit

from

2005

to

2007,

and

prior

to

that

as

Entegris

Minnesota’s

Vice

President

of

Sales

for

semiconductor

markets

from

2003

to

2005

From

1995

to

2003,

Todd

held

a

variety

of

positions

with

Entegris’

predecessor

companies

Chris Kramer

VP and GM of ATMI

Microelectronics

Chris

will

join

Entegris

as

Vice

President

and

General

Manager

of

ATMI

Microelectronics

Business

He

previously

served

as

Senior

Vice

President

and

General

Manager

of

ATMI’s

Microelectronics

business

(2013),

and

joined

ATMI

as

Senior

Vice

President

of

Material

Solutions

in

2010

From

1998

to

2010,

Chris

was

Vice

President

of

Global

Strategic

Account

Management

for

Tokyo

Electron

America

Experienced Management Team with Previous Integration

Experience

Experienced Management Team with Previous Integration

Experience

5

Presentation to Prospective Lenders | 9

Experienced Management Team with Previous Integration

Experience

Experienced Management Team with Previous Integration

Experience

Overhead and workforce reduction synergies

$19

Elimination of public company costs

5

Information technology and finance consolidation

4

Facilities closures

2

Total

$30

Synergy Commentary

Synergies were identified over the course of a robust six-week due diligence process that

included daily interaction with ATMI management and multiple on-site visits

Expected savings were analyzed more thoroughly than one-time cost, and no revenue

synergies were included in analysis

Given prior integration experience, management has carefully planned a step-by-step

integration plan, to be followed and implemented by an integration team comprised of

representatives of both companies

Management expects to achieve the full run-rate of synergies within 18-24 months following

the merger, and expects to incur cash costs of approximately $35M during the next two

years in connection with implementing these synergies

Synergy Breakdown ($ in millions)

5

Presentation to Prospective Lenders | 10

Balance sheet structured for safety and soundness

-

Long duration

-

No financial maintenance covenants

-

Significant pro forma liquidity ($85M ABL and $318M balance sheet cash, cash

equivalents and short-term investments)

Size of term loan predicated on full pay-off in 2008/2009 cyclical downside case

Focus of management will be driving earnings growth by delivering on:

-

$30M synergy achievement

-

Reduction of the debt via cash flow from operations

Other areas of focus:

-

Tax efficient repatriation of international cash

-

Improving working capital management

Balance Sheet Management

Balance Sheet Management

Source:  Entegris management

Presentation to Prospective Lenders | 11

Entegris Historical Capital Expenditures

Entegris Historical Capital Expenditures

($ in millions)

Capital Expenditures

Commentary

% of Net Sales

2.4%

4.0%

7.0%

8.7%

Source:  Company filings, Entegris management

The Company has spent $59M on strategic

capacity investments over the past three

years

-

Investment includes membrane and

specialty materials facility in Bedford,

MA and 450 mm wafer handling

facility in Colorado Springs, CO

Existing facilities have room to support

growth without requiring expansion

The maintenance level of Capital

Expenditures for the business is

approximately $25 -

30M annually for

Entegris and $50 -

55M annually on a

combined basis

Ongoing Capital Expenditures

Strategic Capacity Investments

Presentation to Prospective Lenders | 12

Entegris Adjusted EBITDA Reconciliation

Entegris Adjusted EBITDA Reconciliation

($ in millions)

Year

2011

2012

2013

2013PF

Net Sales

$749.3

$715.9

$693.5

$1,051.2

Income from Continuing Operations

123.8

68.8

74.5

71.9

Adjustments to Income from Continuing Operations

Net Income Attributable to Noncontrolling Interest

0.4

-

-

-

Equity in Net Income of Affiliates

(0.5)

(0.0)

-

-

Income Tax Expense

4.2

30.9

21.7

11.2

Interest Expense (Income), net

0.7

(0.0)

(0.2)

43.3

Other Income, net

(1.7)

(0.2)

(1.8)

(4.4)

GAAP –

Operating Income

$126.9

$99.4

$94.2

$122.0

Amortization of Intangible Assets

10.2

9.6

9.3

34.2

Contingent Consideration Fair Value Adjustment

-

-

(1.8)

(1.8)

Gain Associated with Pension Curtailment

(0.7)

-

-

-

Charge Associated with CEO Succession and Transition Plan

-

3.9

-

-

Transaction Related Costs

-

-

1.0

-

ATMI EBITDA Adjustments

-

-

-

14.1

Adjusted Operating Income

$136.4

$113.0

$102.8

$168.6

Depreciation

26.8

28.0

29.5

49.9

Adjusted EBITDA

$163.2

$141.0

$132.2

$218.4

I. Entegris / ATMI: At a Glance

Overview of Combined Company

Industry Leading Platform	•     The combined company is a leading provider of technologies and products that ultimately reduce manufacturing defects and enable semiconductor makers to maximize their yields •     Due to the minimal product overlap, the combined company will have broader technology expertise related to the development, handling, delivery, and integrity of critical process materials used in key parts of the semiconductor fabrication process. The ability to provide cleaner materials and more controlled shipment and delivery of those materials is expected to have a meaningful impact on manufacturing yields as the semiconductor industry adopts new technologies, which management believes will provide additional opportunities for the Company in the future. Combined company has PF 2013 net sales and adjusted EBITDA (including synergies) of approximately $1,051 million and $248 million, respectively
Positive Market Trends	•     The long-term prospects for continued industry growth are based on increased usage and reliance on the Internet through expanded channels and the continuing demand for applications in data processing, wireless communication and broadband infrastructure, personal computers, handheld electronic devices and other consumer electronics. The company expects to continue to benefit from both the continued growth in semiconductor demand and the manufacturing challenges that arise with subsequent generations of devices
Stable Unit-Driven Model	•     The percentage of net sales from unit-driven products will increase from 66% as a standalone entity to 78% as a combined company •     This higher proportion of net sales related to semiconductor unit production will provide for growth opportunities as unit production in the semiconductor industry continues to grow •     The unit-driven model provides a more stable net sales stream than those tied to semiconductor capital spending cycles
Diversity of Customers	•     The Company serves virtually all significant customers across the semiconductor supply chain. In addition, the company serves customers in other microelectronics industries, including data storage, LED and Solar •     Pro forma for the acquisition, approximately 80% of net sales will be from the semiconductor market •     Minimal product overlap and the low customer concentration may provide for opportunities to increase penetration at some customers
Trusted Partner to Key Customers	•     Both Entegris and ATMI are viewed as trusted partners by customers •     By working in close collaboration with both companies and industry consortia, Entegris and ATMI provide solutions from early stage development to finished product •     The Company’s products are “built in” to customers’ production tools providing a stable stream of net sales during the production cycle for that tool due to high switching costs and technology risks
Experienced Management Team	•     The Company has an experienced management team with deep industry expertise •     Previous M&A, including a merger of equals transaction in 2005, has given the management team considerable integration experience

Entegris/ATMI: At a Glance 1

E. Acquisition Rationale

• Enhances breadth of product offerings. The combination of Entegris and ATMI brings together two key suppliers in the semiconductor industry to create a technology leader in advanced process materials, contamination control and wafer handling. The transaction combines Entegris, the leader in solutions to control, deliver, purify and transport advanced process materials with ATMI, the leader in advanced process materials packaging and delivery solutions.

• Increased scale to help serve the increasingly complex needs of customers. Semiconductor manufacturing has become increasingly complex over time as feature sizes have continued to shrink in keeping with Moore’s Law, new technologies have been introduced to enhance device performance and as larger wafer sizes have been introduced to increase production efficiencies. This increasing complexity of semiconductor devices has substantially increased the cost of semiconductor fab infrastructure and equipment and has made achieving target yields more difficult for semiconductor manufacturers adopting advanced processes. By leveraging ATMI’s market-leading critical products, global infrastructure and expertise in key processes, Entegris will have an even stronger platform to serve the demanding technology needs of the world’s largest semiconductor makers and other electronics companies.

• Minimal product overlap and common customer set provides meaningful cross-selling opportunities. Both Entegris and ATMI serve a common, yet diverse customer set comprising semiconductor makers, OEM tool suppliers, and materials companies. Consolidation within the industry has led to the emergence of small number of technology leaders among the customers. Since there is no overlap in product offerings, the combined company will be able to provide a more comprehensive offering that will enable opportunities to increase customer penetration.

• Utilizes excess cash balances at both Entegris and ATMI, resulting in a more efficient balance sheet. The historically strong operating cash flow of both Entegris and ATMI has enabled both companies to build and maintain strong balance sheets with relatively large cash balances. The transaction will deploy a portion of this excess cash, and the structure of the recapitalized balance sheet will increase earnings leverage, particularly as the combined company uses excess free cash flow to reduce a meaningful portion of the resulting debt.

• Delivers significant cost synergies. Entegris believes that the combined company will realize significant cost synergies as a result of the transaction. The Company has identified various cost savings, which are expected to be realized through the rationalization of overlapping functional areas such as sales and marketing and certain general and administrative functions, as well as the elimination of duplicative functions such as administrative, board of directors, finance, IT, operations, facilities and human resources. The Company anticipates annual cost synergies of approximately $30 million.

Executive Summary 6

VI. Integration Plan

Entegris’ management team is focused on a quick and seamless integration of the ATMI acquisition. The Company has named a full-time chief integration officer who reports directly to Bertrand Loy, Entegris CEO. Additionally, the retention of key ATMI senior management team members remains a top priority.

The Entegris management team has been actively planning the integration of ATMI since the initial stages of due diligence. The Entegris employee who is leading the integration process has been deeply involved throughout the course of the auction process, and was responsible for quantifying the synergies for purposes of financial modeling. A detailed, step-by-step integration plan will be followed and implemented by an integration team comprised of representatives from both Entegris and ATMI.

The estimated cost synergies include cost savings from removal of duplicative corporate and administrative functions, other workforce reductions, elimination of ATMI’s board of directors and public reporting obligations, closure of facilities, information technology and finance consolidation and other items.

Entegris believes that the combination will lead to meaningful cost reductions within COGS. Areas such as manufacturing operations, quality and logistics will be combined, resulting in savings. Additionally, an ongoing review of the existing manufacturing, sales and administrative facilities is expected to result in numerous facility closures.

Entegris expects to incur cash costs of approximately $35mm during the next two years in connection with implementing these synergies

Figure 12: Overview of Synergies

	Total
Overhead and workforce reduction synergies	$	19
Elimination of public company costs		5
Information technology and finance consolidation		4
Facilities closures		2
Total	$	30

Source: Entegris management

Integration Plan 28