![]() 1 1 II-VI Incorporated Acquisition of M Cubed Technologies, Inc. November 1, 2012 1 Exhibit 99.2 |
![]() 2 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. |
![]() 3 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 |
![]() 4 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. 5 |
![]() 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 6 |
![]() 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 7 |
![]() Successful Partnership with Semiconductor and Display OEMs Nanometer Metrology Electromechanical Assembly Precision Machining Material Development Engineered Material Development Material Characterization 8 |
![]() 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 9 |
![]() 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 10 |
![]() 11 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. |
![]() 12 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. |