Coherent (COHR) 8-K Entry into a Material Definitive Agreement

1

1

II-VI Incorporated

Acquisition of M Cubed Technologies, Inc.

November 1, 2012

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Exhibit 99.2

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Forward Looking Statement Disclaimer

This presentation and the remarks of its presenter(s) contain forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995.  Forward-looking statements may be identified by words such as “expects”,

“anticipates”,

“intends”,

“plans”,

“believes”,

“seeks”,

“estimates”,

“will”

or

words

of

similar

meaning

and

include,

but

are

not

limited to, statements about the expected future business and financial performance of II-VI Incorporated.  These statements

are based on management’s current expectations and are inherently subject to uncertainties and changes in circumstances. 

Among the factors that could cause actual results to differ materially from those described in the forward-looking statements

are changes in global, political, economic, business, competitive, market and regulatory forces.  More detailed information

about II-VI Incorporated’s risks is contained in II-VI Incorporated’s filings with the SEC, including the report on Form 10-K for

the fiscal year ended June 30, 2012.  This presentation speaks as of today, and II-VI Incorporated does not undertake any

obligation to update the forward-looking statements to reflect actual events, results, or any change in events, conditions,

assumptions or other factors.

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Agenda

•

Review of Today’s Announcement

•

Overview of M Cubed Technologies, Inc.

•

Strategic Rationale and Fit with II-VI

•

Financial Impacts of the Transaction

•

Question and Answer Session

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Review of Today’s Announcement

•

We have completed the acquisition of M Cubed Technologies, Inc.

announced earlier today.

•

The consideration was cash of $71.4 million.  In addition, closing

adjustments, including a working capital adjustment, could increase the

purchase price by an additional $2.5 million.

•

M Cubed is expected to generate approximately $35 million in revenues

during the first eight months of ownership by II-VI in FY13.

•

The acquisition is expected to be accretive, net of transaction expenses.

•

M Cubed will be included in the Company’s Advanced Product Group

segment for financial reporting purposes.

Founded in 1993, M Cubed focuses its energy on developing advanced materials and ceramics

manufacturing

processes

in

the

fields

of

Metal

Matrix

Composites

(MMCs)

and

Reaction

Bonded

Ceramics

(RB

SiC

and

RB

B

4

C).

The resulting products are found in applications requiring precision, light weight, strength, hardness, and

matched CTE (Coefficient of Thermal Expansion). 

This is especially true in semiconductor tool applications that required advanced materials to meet the

need for increased tolerances, enhanced thermal stability, faster wafer transfer speeds, increased yields,

and reduced stage settling times.

Thus

the

need

for

developing

advanced

Materials

with

unique

Manufacturing

process

capabilities

to

meet

the

need

for

precise

Motion

control.

Overview of M Cubed Technologies, Inc.

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Advanced Ceramic/Metal Composites –

A New Class of Materials

Property

Carbon

Steel

Refractory Metals:

Nb, Mo, Ta, W

Ceramic/Metal Composites

Density,

g/cm

3

8 –

9

9 -

20

Light

weight:

2.5

–

4.5

g/cm

3

Melting Point

~ 1300

C

2400 –

3700

C

MP up to 4000°. Retains

properties at extremely high

temperatures

Hardness (Mohs Scale)

5 -

7

5 -

8 

Extremely hard.  Can approach

diamond (10 Mohs)

Wear Resistance

Poor

Poor to Moderate

Excellent wear and abrasion

resistance

Chemical Resistance to

Acids and Bases

Poor

Poor to Moderate

Excellent chemical resistance

Electrical Conductivity

Conductive

Conductive

Tunable from conductive to

insulating

Thermal Expansion

High CTE

High CTE

Tunable from high to near zero

High

Performance

Composites;

Net

Shape

Processing

for

Attractive

Cost

C

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Proprietary Know-How

Capabilities

Ceramic Manufacturing

Foundry Processing

Materials Development

Materials Characterization

Precision Machining

Electro-Mechanical Assembly

Nano-scale Metrology

Business Segments

Ceramic Materials Group

Armor Materials

Refractory Assemblies

Wear Resistant Components

Thermal Management Materials

Machine Bases/Structures

Semiconductor

Flat Panel Display

Glass Manufacturing

Energy

Mining

Aerospace

Defense

Industries Served

Precision Products Group

Vacuum Wafer Chucks

Electrostatic Chuck Components

Stage Sub Assemblies

Silicon Carbide Optics

Optical Structures/Housings

Precision Beams/Structures

Core Competency:  Reaction Bonded SiC Ceramics &  Metal Matrix Composites

What Makes M Cubed Unique?

Industry leading size and shape capability with advanced ceramics & MMCs

Extreme tailorability with respect to composition and properties

Vertical integration with materials development, materials manufacturing,

precision machining, motion system assembly, and nano-scale metrology

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Successful Partnership with Semiconductor and Display OEMs

Nanometer

Metrology

Electromechanical

Assembly

Precision

Machining

Material

Development

Engineered Material Development

Material

Characterization

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Strategic Rationale and Fit with II-VI

•

Engineered Materials Company.

•

History of successfully leveraging material technology and unique process

knowledge to develop value added products for OEM markets.

•

Intimate customer relationships and a solid reputation with industry leaders.

•

High value consumable products.

•

Opportunities for growth in multiple industrial sectors.

•

Impressive IP portfolio and proprietary know-how with 18 granted US and

14 granted foreign patents.

•

Well positioned to take advantage of the Semiconductor Growth Drivers

consistent with the efforts of other II-VI operations.

Defense

Wear Resistance

Aerospace

Structural

Materials

Neutron Absorbing

Materials

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Ceramic Components

•

Wafer Tables

•

Stage Structures

•

Collector Mirrors

•

Chucks

•

Cold Plates

•

Stage Mirrors

•

Sensor Structures

•

Stage Components

Ceramic Components Inside 193nm & EUV Lithography Tools

II-VI Infrared

•

Mirrors

•

ZnSe Optics

•

Complex Coatings

•

Diamond Windows

EUV Lithography Light Source Configuration

Helps position II-VI to capture leading position in $300 million Market for

Semiconductor Engineered Materials and Optoelectronic Components

II-VI and M Cubed Together -

Providing Innovative Solutions

193nm & EUV Lithography of 300mm & 450mm Wafers

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Financial Impacts of the Transaction

•

Acquisition was financed in part due to the exercise of a $30 million

accordion on II-VI’s credit facility.

•

Total debt of II-VI after this transaction increased to approximately

$82 million.

•

M Cubed is expected to generate approximately $35 million in

revenues and contribute between $0.01 and $0.03 EPS during the

first eight months of ownership by II-VI in FY13.

•

As a result of the acquisition of M Cubed, the outlook of II-VI for the

fiscal year ending June 30, 2013 has been increased to a revenue

range of $585 million to $595 million and earnings per share has

been increased to $1.01 to $1.09.

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Question and Answer Session

These comments and answers to certain questions

contain forward looking statements which are based on

current expectations.  Actual results could differ

materially.  For information about factors that could

cause the actual results to differ materially, please refer

to the “Risk Factors”

section of our Form 10-K for the

fiscal year ended June 30, 2012.  Also, please refer to

today’s Form 8-K filing for additional details.