Filed by Mykrolis Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Mykrolis Corporation
Commission File No. 001-16611
This filing relates to the proposed merger of equals transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of March 21, 2005 (the “Merger Agreement”), by and among Entegris, Inc., a Minnesota corporation (“Entegris”), Mykrolis Corporation, a Delaware corporation (“Mykrolis”), and Eagle DE, Inc., a Delaware corporation and a wholly-owned subsidiary of Entegris (“Entegris Delaware”). The Merger Agreement is on file with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Current Report on Form 8-K filed by each of Entegris and Mykrolis on March 21, 2005, and is incorporated by reference into this filing.
The following are slide presentations used for meetings of Mykrolis with investors.
Mykrolis Corporation Analyst Day 2005
Gideon Argov – CEO
Forward-Looking Statements/ Risk Factors
The matters discussed in this presentation include forward-looking statements, are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. When used herein or in such statements, the words “anticipate”, “believe”, “estimate”, “expect”, “hope”, “may”, “will”, “should” or the negative thereof and similar expressions as they relate to Mykrolis, its business or its management are intended to identify such forward-looking statements. Potential risks and uncertainties that could affect Mykrolis’s future operating results include, without limitation, the risk that a sustained industry recovery may be weaker than past recoveries, our inability to meet increasing demands for our products from our key customers; increased competition in our industry resulting in downward pressure on prices and reduced margins, as well as those risks described under the headings “Risks Relating to our Business and Industry”, “Risks Related to the Securities Markets and Ownership of Our Securities,” and “Risks Related to our Separation from Millipore” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004.
The forward-looking statements made in this presentation relate only to events as of the date on which the statements are made. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements contained in this presentation, whether as a result of new information, future events or otherwise.
Transaction Overview
Overview $1.3 billion merger-of-equals transaction
Mykrolis holders receive 1.39 shares of Entegris for each share
Post-transaction ownership split:
44% Mykrolis / 56% Entegris
Company Name Entegris, Inc.
Operations Headquarters in Chaska, Minnesota
More than 2,700 combined full-time employees
Board of Directors 5 Directors from each company and 1 new independent
Management CEO: Gideon Argov
Non-Executive Chairman: Jim Dauwalter
CFO: John Villas
NewCo Exchange NASDAQ; symbol – “ENTG”
Transaction Timing Expected to close in calendar Q3 2005
NewCo Strategic Vision
The Leading Materials Integrity Management platform
Purify, protect, and transport critical materials used in semiconductor, microelectronics and other high technology manufacturing processes
Strong market position in core product lines
Above-market organic growth fueled by technology / customer synergies and geographic leverage Balanced portfolio + broad customer base = strength and stability
High exposure to unit-driven products cushions from semi cycle
Geographical diversity
Customer base not concentrated
Global footprint + scale = significant operating leverage
Mykrolis Overview
Headquarters: Billerica, MA
Employees: 898
LTM Sales: $289 mm
CEO: Gideon Argov
Consumables
Liquid Purification / Filtration
Gas Purification / Filtration
+50%
Market Share
+50%
#1
Market Position
#1
Equipment
Liquid Delivery
Gas Delivery
50%
Varied
#1
Varied
Source: Company data and estimates.
Entegris Overview
Headquarters: Chaska, MN
Employees: 1,829
LTM Sales: $374 mm
CEO: James Dauwalter
Raw Wafer Handling
Wafer Processing
Fluid Handling Components
Sensing and Control
Disk Substrate and Media Handling
+50%
+80%
Market Share
30-40%
40-50%
+80%
#1
#1
Market Position
#1
#1
#1
Source: Company data and estimates.
Overview of NewCo
NewCo is the global leader in Materials Integrity Management to purify, protect, and transport critical materials used in semiconductor, microelectronics and other high technology manufacturing
Wafer
Liquid
Gas
Component
Services and New Markets
Complementary Geographic Fit
Contribution to LTM Sales of $663 MM(1)
New Entegris
North America
Europe
Japan
Asia
(1) Based on LTM ended February 2005 for Entegris and December 2004 for Mykrolis.
Complementary End Markets
Contribution to LTM Sales of $663 MM(1)
New Entegris
Services
Semiconductor
Other Markets
Flat Panel
Life Sciences
Fuel Cell
Data Storage
(1) Based on LTM ended February 2005 for Entegris and December 2004 for Mykrolis.
Complementary Semiconductor Products
Fluid Management and Subsystems
Wafer Handling
TAP Products
Fluid Handling Components (Fittings, Valves, Manifolds) Fluid Containers Fluid Sensing & Control Fluid Filtration Fluid Dispense
Gas Filtration
Gas Purification $200 MM $275 MM $70 MM
Strong Customers in All Targeted Markets
Wafer Growers
MEMC S.E.H. Siltronic SUMCO
OEMs
Applied Materials DNS
Tokyo Electron
IDMs, Foundries, and Back-end (Assembly & Test)
Chartered Inotera Intel Micron TI
Samsung ST Micro TSMC UMC
Microelectronics, Display, Storage
Komag MMC Seagate
While the Semiconductor Industry is Consolidating . . .
Semi and semi-cap equipment industries have seen significant share consolidation …
SC Front End Equipment 2003 #1 Market Share
Resist Process LightSources RTP Electroplate Cu Mask Inspection PVD CD Measurement CMP
Wafer Inspect Si Epi Equip CVD
Lithography, etc.
86%
85%
76%
72%
71%
69%
68%
63%
61%
47%
44%
40%
Source: Wall Street Research (SEMI, Dataquest)
… and industry profits have concentrated in market leaders
Share of Operating Profit of Top 50 Semi Cap Equipment Companies
Next 40 Players 11%
Top 10 Players 89% $130m shared by 40 other players
Source: Wafer News, July 12, 2004
. . . The Subsystems, Components and Materials Market Remains Fragmented
Subsystems, Components & Materials
LTM Revenue (US$ in Millions)
The segment is poised for consolidation as customers become more concentrated and reward full-line suppliers $800
600
400
200
0 $663 $555 $418 $395 $374 $330 $300 $289 $246 $165
New MKS Cymer AEIS
Entegris
Celerity Cabot
ATMI Helix
Source: Company Filings
NewCo Positioned to Benefit from Wafer-Driven Consumables Market
Equipment Billing and Wafer Production
Monthly Rolling LTM Capital Spending and Wafer Production $6.0
5.0
4.0
3.0
2.0
1.0
0.0
Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec
94 95 96 97 98 99 00 01 02 03 04
70
60 50 40 30 20 10
Equipment Billings (Right Axis)—94—05 CAGR 11.2% Wafer Production (Left Axis)—94—05 CAGR 7.4%
Source: VLSI, January 2005
Unit-Driven Model
Based on TTM Sales of $663 MM
Capex Driven 35%
Unit Driven 65%
Consumables represent a stable and recurring revenue stream driven by wafer starts, fab utilization rates and preventive maintenance
NewCo Organization
James Dauwalter
Non-Executive Chairman
Gideon Argov
Chief Executive Officer
John Villas
Chief Financial Officer
Bertrand Loy
Chief Integration Officer
Jean-Marc Pandraud
Chief Operations Officer
Michael Wright
Chief Marketing Officer
Greg Graves
Chief Business Development Officer
Peter Walcott
General Counsel
Highlights
Name: Entegris, Inc.
Headquarters: Chaska, MN
Employees: 2,700
Manufacturing and Service Center Locations
North America
Allen (TX) Billerica (MA) Chaska (MN)
Colorado Springs (CO) Franklin (MA) Gilroy (CA) San Diego (CA)
Europe
Bad Rappenau (Germany) Montpellier (France)
Asia
Kulim (Malaysia) Singapore (Singapore) Yonezawa (Japan) (2 sites)
NewCo Integration Plan
Integration Planning Process Already Well Under Way
Bertrand Loy named full-time Chief Integration Officer
Experienced senior integration team members already in place
Three Key Elements to Integration Plan
Avoid customer disruption
Achieve planned cost synergies
Grow revenue through complementary product, customer and geographic strengths
Significant incentives tied to delivery of specific results
Key Financial Highlights
Highly attractive pro forma financial profile
Enhanced financial scale and operating leverage
Attractive mix of products, customers and geographies
High percentage of unit-driven revenues
Significantly accretive to 2006 Cash EPS: $0.08
Pro forma EPS, excl. amortization of intangibles & restructuring
Tangible, near-term cost savings of $15 MM+
General and administrative savings and purchasing benefits
Efficiencies in sales and service operations
Elimination of redundant facilities and infrastructure
Longer-term revenue synergy opportunities
Strong balance sheet with $250 MM in combined cash + marketable securities
Merger Process Update – May 25, 2005
FTC granted request for early termination of HSR waiting period Filed S-4 with SEC on May 9, 2005 Subject to SEC timing, we expect shareholder meetings and closing to be in Q3-2005 In response to some questions about the S-4:
Previous discussions referenced in S-4 were for Mykrolis to acquire another firm
To date, Mykrolis has not been approached by another potential merger partner or acquirer
Mykrolis Corporation Analyst Day 2005
Jean-Marc Pandraud – President and COO
Presentation Agenda
History of Mykrolis
Where Mykrolis fits in the industry Contamination Control – technology trends Mykrolis Core Competencies:
Separations technology
Understanding of semiconductor and related processes
Global footprint and OEM/Device Maker relationships
Mykrolis’s portfolio of solutions to key process applications Mykrolis and Entegris Competencies Mesh Well
Mykrolis History
$ millions
400 350 300 250 200 150 100 50 0
1999 2000 2001 2002 2003 2004
25+ years serving the semiconductor market Previously part of Millipore IPO in August, 2001
Results for 1999, 2000, and 2001 are pro forma.
Where Mykrolis Fits in the Industry
Front End OEM Manufacturers
Applied Materials ASML
Lam Research Novellus Systems Tokyo Electron
Semiconductor Manufacturers
AMD IBM Intel Motorola
NEC Samsung TSMC
Semiconductor Assembly & Test Equip. Manufacturers
Advantest Kulicke & Soffa Photronics Teradyne
Component & Subsystem Suppliers
Mykrolis Overview
Headquarters: Billerica, MA
Employees: 898
LTM Sales: $289 mm
CEO: Gideon Argov
Consumables
Liquid Purification / Filtration
Gas Purification / Filtration
+50%
Market Share
+50%
#1
Market Position
#1
Equipment
Liquid Delivery
Gas Delivery
50%
Varied
#1
Varied
Source: Company data and estimates.
Comprehensive Product Offering
Mykrolis products are used in many points in a fab
Bare Wafers
EPI
Implant
DEPOSITION
CVD
PVD
Oxid/Diff
RTP
Electroplating
CMP
CMP
CMP Clean
LITHOGRAPHY
Track
Steppers
CLEAN
Wet Station
Spray
Etch
Strip
Process Control
Cycle repeated up to 25 times
Consumables
Equipment
Consumables and Equipment
What Customers Are Looking For....
Complexity Technology Nodes
Copper plating
Copper CMP
Low-K dielectrics
Silicon on insulator
Strained silicon
Cost & Productivity 300mm Wafers
Single wafer cleans tools
Cost of ownership
Tool uptime/OEE
Support Market Trends
Foundry model
China
Japan recovery
Wafer cost
Better...
yields integrated solutions
Cost of Ownership partnership service/support
Shrinking Device Dimensions Pose Ongoing Contamination Control Challenges
Technology Node and Particle Size Allowance
Nanometers
100 90 80 70 60 50 40 30 20 10 0
2003 2004 2005 2006 2007 2008 2009 2012 2015 2018
Line Width
Critical particle size (nm)
Source: IRTS, 2004
Defects in Semiconductor Fabrication Are Not Just Caused by Particulates
Particulate defects
Nano or micro scale particles can cause a variety of defects due to the small feature size and film thickness
Ionic defects
Metallic ions are highly mobile and can cause dielectric to be conductive even after final testing
Organic defects
Can cause carbon-containing films on the substrate that may hinder lithography or the fabrication process
Voids
Can render interconnects and wires to be non-conductive
Approximately 20% to 25% of the process steps involve cleaning
Even Nano Particles That Are Within the Allowance Can Cause Major Defects
Undetectable defect
After deposition “lens effect”: now a measurable defect
“Monument Valley”
Mykrolis’s Core Competencies
Separations technology
Deploying various media and membranes to remove particles and other micro-contaminants from gas and liquid streams
Enhancing the safety and ease-of-use of the product through innovative packaging and connectologyTM
Process knowledge
Applying separations technology to solve highly specific semiconductor process problems to enhance yields
Intimate relationships with both OEMs and IDMs and foundries
Liquid Purification/Filtration: A Broad Range of Solutions
Consumables
Liquid Purification / Filtration
Gas Purification / Filtration
Equipment
Liquid Delivery
Gas Delivery
Separations Technology –Surface Modification
Unmodified Membrane
Bubbles build up to block membrane pores Flow rates are reduced
Mykrolis Quickchange®
Membrane surface is modified to be hydrophilic Flow rates are maximized
ConnectologyTM
Reduces space, improves safety Decreases contamination potential Increases reliability and ease of use Differentiates product
Process Knowledge Derived From Proximity to Customers
Global account managers for OEMs and IDMs Applications engineers and technical support close to the customer Recurring sales of consumables solidify relationships with IDMs and foundries 25+ years of industry experience
Mykrolis Core Competencies Mesh Well With Those of Entegris
Separations technologies
Process knowledge
Customer relationships
Materials science
Polymer conversion
Fluid sensing and control
Process knowledge
Customer relationships
Entegris Case Studies: Capabilities and Leverage
Materials Knowledge & Problem Solving
Hard drive media manufacturer experienced a reduction in yield due to contamination issues as real densities increase. An alternative media shipper provides a solution: Entegris develops a new cover latch mechanism combined with a new “Ultra” low outgassing material, meeting the customer’s new technology needs
Process Knowledge
As silicon wafer manufacturers move to 300mm volume production, automation is required to handle raw wafers to assure process consistency: Entegris uses its knowledge in wafer handling to develop the first FIMS compatible wafer shipper to meet automation requirements
Mykrolis Case Studies: Capabilities and Leverage
Surface Modification
A device maker needed to migrate to the next technology node requiring tighter filtration, but wanted to use the same tool. Mykrolis developed an all-teflon membrane offering 0.03 micron filtration with the same throughput.
Process Knowledge
A customer was looking to reduce the bath regeneration time of a wet etch and clean tool.
Mykrolis offered the Protego ion purifier which reduced the bath regeneration time and provided better contamination control by eliminating nickel ions that could cause defects.
The “New” Entegris: Opportunities for Synergies
The global leader in Materials Integrity Management to purify, protect, and transport critical materials used in semiconductor, microelectronics and other high-tech manufacturing
Additional Information and Where to Find It
In connection with the proposed transaction, Entegris, Mykrolis and Eagle DE, Inc. (a newly formed corporation that will merge with Entegris to effect the reincorporation of Entegris in the State of Delaware in connection with the proposed transaction) have filed a joint proxy statement/prospectus with the SEC. A registration statement on Form S-4 has also been filed with the SEC. Securityholders of each company and other investors are urged to read the registration statement and the joint proxy statement/prospectus (including any amendments or supplements to the joint proxy statement/prospectus) regarding the proposed transaction when they become available because they will contain important information about Entegris, Mykrolis and the proposed transaction. Stockholders may obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Entegris and Mykrolis, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the registration statement and the joint proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Entegris, 3500 Lyman Blvd, Chaska, MN 55318, Attention: Investor Relations Dept., telephone: (952) 556-8080, or at irelations@entegris.com or to Mykrolis, 129 Concord Road, Billerica, MA 01821, Attention: Investor Relations Dept., telephone (978) 436-6500, or at investor_relations@mykrolis.com. In addition, investors and security holders may access copies of the documents filed with the SEC by Entegris on Entegris’ website at www.entegris.com, and investors and security holders may access copies of the documents filed with the SEC by Mykrolis on Mykrolis’ website at www.mykrolis.com.
Participants in Solicitation
Mykrolis, Entegris and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Mykrolis’ directors and executive officers is available in its proxy statement on Form DEF 14A filed with the SEC by Mykrolis on March 26, 2004 and in its Annual Report on Form 10-K filed with the SEC on March 11, 2005 and information regarding Entegris’ directors and executive officers is available in its proxy statement on Form DEF 14A filed with the SEC by Entegris on December 15, 2004 and in its Annual Report on Form 10-K filed with the SEC on November 12, 2004. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward-Looking Statements
Certain statements in this filing regarding Mykrolis Corporation, Entegris, Inc., the proposed transaction and the combined company after completion of the proposed transaction constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “feel,” “believe,” “may,” “anticipate,” “plan,” “estimate,” “intend,” “should,” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Mykrolis, Entegris, and their respective subsidiaries or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others: the risks and factors described in the publicly filed documents of Mykrolis and Entegris, including their most recently filed Forms 10-K; general economic and business conditions and industry trends in the countries in which we operate; currency exchange risks; the continued strength of the industries in which we operate; uncertainties inherent in proposed business strategies and development plans; rapid technological changes; future financial performance, including availability, terms and deployment of capital; availability of qualified personnel; changes in, or the failure or the inability to comply with, government regulation in the countries in which we operate, and adverse outcomes from regulatory proceedings; changes in the nature of key strategic relationships with partners and joint venturers; competitor responses to the products and services of Mykrolis and Entegris, and the overall market acceptance of such products and services, including acceptance of the pricing of such products and services; the ability to achieve the cost savings and synergies contemplated by the proposed merger; the ability to promptly and effectively integrate the businesses of Mykrolis and Entegris; and the diversion of management time on merger-related issues. These forward-looking statements speak only as of the date of this filing. Mykrolis and Entegris expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the respective expectations of Mykrolis and Entegris with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The transaction is subject to customary closing conditions, including regulatory, stockholder and other third-party consents and approvals.