| Filed by Genus, Inc. 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: Genus, Inc. |
| Commission File No.: 000-17139 |
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| Filed by Genus, Inc. 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: Genus, Inc. |
| Commission File No.: 000-17139 |
[GRAPHIC]
AIXTRON
[LOGO]
TRANSACTION ROADSHOW
02 July, 2004
[LOGO] |
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1
Information About This Transaction
AIXTRON plans to file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission, or SEC, which will include a prospectus of AIXTRON and a proxy statement of Genus. Investors and security holders are urged to read the proxy statement/prospectus regarding the business combination transaction referenced in the foregoing information, when it becomes available, because it will contain important information. The proxy statement/prospectus will be filed with the SEC by AIXTRON. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when it becomes available) and other documents filed by AIXTRON and Genus with the SEC at the SEC’s website at www.sec.gov. The proxy statement/prospectus (when it is available) and these other documents may also be obtained for free from AIXTRON or Genus by directing a request to AIXTRON Investor Relations at Kackertstr.15-17, 52072 Aachen, +39 241 8909 444 or Genus Investor Relations at 1139 Karlstad Drive, Sunnyvale, California 94089, telephone (408) 747-7120.
2
Participants in this Transaction
Aixtron and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Genus in connection with the merger. Information regarding the special interests of these directors and executive officers in the merger will be included in the proxy statement/prospectus of Aixtron and Genus described herein.
Genus and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Genus in connection with the merger. Information regarding the special interests of these directors and executive officers in the merger transaction described herein will be included in the proxy statement/prospectus of Aixtron and Genus described herein. Additional information regarding these directors and executive officers is also included in Genus’ proxy statement for its 2004 Annual Meeting of Shareholders, which was filed with the U.S. Securities and Exchange Commission on or about April 28, 2004. This document is available free of charge at the U.S. Securities and Exchange Commission’s web site at www.sec.gov and from Genus by contacting Genus Investor Relations at 1139 Karlstad Drive, Sunnyvale, California 94089, telephone (408) 747-7120.
3
Forward Looking Information
This presentation may contain forward-looking statements about the financial conditions, results of operations and earnings outlook of Aixtron AG and Genus, Inc. within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” and “estimates,” and variations of these words and similar expressions, identify these forward-looking statements. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. For example, if either of the companies do not receive required shareholder approvals or fail to satisfy other conditions to closing, the transaction will not be consummated. In any forward-looking statement in which Aixtron or Genus expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. Actual operating results may differ materially from such forward-looking statements and are subject to certain risks, including risks arising from: actual customer orders received by the companies; the extent to which MOCVD and ALD technology is demanded by the market place; the actual number of customer orders received by the companies; the timing of final acceptance of products by customers; the financial climate and accessibility of financing, general conditions in the thin film equipment market and in the macro-economy; cancellations, rescheduling or delays in product shipments; manufacturing capacity constraints; lengthy sales and qualification cycles; difficulties in the production process; changes in semiconductor industry growth; increased competition; delays in developing and commercializing new products; general economic conditions being less favorable than expected; the risk that the Aixtron and Genus businesses will not be integrated successfully; costs related to the proposed merger; failure of the Aixtron or Genus shareholders to approve the proposed merger or the failure of other conditions to the proposed merger to be satisfied; and other factors, including those set forth in Genus’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for its most recent fiscal year and its most recent Quarterly Report on Form 10-Q, particularly in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections, and its Current Reports on Form 8-K. The forward-looking statements contained in this news release are made as of the date hereof and Aixtron and Genus do not assume any obligation to (and expressly disclaim any such obligation to) update the reasons why actual results could differ materially from those projected in the forward-looking statements. Any reference to the Internet website of Aixtron or Genus is not an incorporation by reference of such information in this presentation, and you should not interpret such a reference as an incorporation by reference of such information.
4
AGENDA
• Transaction Overview
• AIXTRON Company Profile
• GENUS Company Profile
• Products / Markets / Customers
• Financial Summary
• Summary of Transaction Benefits
5
AIXTRON
Transaction Overview
6
Transaction Highlights
• AIXTRON to acquire Genus in stock-for-stock transaction
Exchange ratio of 0.510 AIXTRON ADRs for one Genus share
Implied per share value of $3.61, implied value of $143.2 MM
Premium of 6% over Genus closing price at July 1
Premium of 16% over 30 day average prices of both companies
GENUS shareholders to own 26.2% of combined group
• AIXTRON and Genus to create a world leading position in “nano” deposition technologies
Accelerate next-generation entry and expand customer footprint
Combined revenues of €142 million ($160 MM) pro-forma for 2003
• AIXTRON to list ADRs (American Depository Receipts) on NASDAQ
• Paul Hyland CEO of combined group, Bill Elder to join AIXTRON Management Board
• Transaction requires approval of shareholders of AIXTRON and Genus
• Planned completion in Q4 of 2004
7
Transaction Rationale
• Create a leading player in advanced “nano” deposition technologies
• Unique key enabling technology partnership in Silicon/Compound convergence arena
• Extend leadership in and accelerate entry into multiple attractive growth markets driven by next-generation of consumer and wireless products
• Establish comprehensive, broad product portfolio and compelling technology roadmap
• Increase scale with broader strategic customer base and global presence
• Combine world class engineering teams
• Consolidate financial strengths
8
AIXTRON
Company Profile
9
AIXTRON – Empowering the Material Revolution
• Leading equipment supplier to the compound semi industry
#1 in MOCVD ~ global market share in excess of 60%
• Well diversified product and customer portfolio
AIXTRON equipment used for LED, high-yield solar cells and special laser diodes
More than 200 corporate and research institution customers globally
Direct presence in all European, US and Asian markets
• Strong financial performance
Revenues of €91 MM ($103 MM) in 2003, 40% expected top-line growth for 2004
Strong order back-log with visibility into 2005
5 consecutive quarters of growth in order intake and order backlog
Gross margins historically and for Q1 2004 of >35%
10
Multipurpose Equipment: MOCVD
[GRAPHIC]
11
AIXTRON is Active in High Growth Product Areas
AIXTRON | ||||||||
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Product Area |
| LED |
| Telecom/ |
| Consumer/ |
| Silicon & Display |
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2003 Revenues |
| €67 MM |
| €6 MM |
| €13 MM |
| €5 MM |
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2003 Order |
| €58 MM |
| €5 MM |
| €3 MM |
| €13 MM |
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Device Market |
| 24% CAGR between |
| 251% CAGR between |
| 217% CAGR between |
| Significant growth and |
12
Estimated equipment market sizes & development for main target segments
$ MM
[CHART]
13
Global Market Shares, MOCVD Equipment
(%)
[CHART]
Emcore’s MOCVD equipment business acquired by Veeco (Nov 3, 2003) |
| VLSI RESEARCH Inc. 2004 |
14
Industrial Customer Base
LED |
| Datacom, Opto/Consumer electronics |
[LOGO] |
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Oxides, OLEDs, others |
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[LOGO] |
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15
The Network of AIXcellence
[GRAPHIC]
16
The “Network of Knowledge”
[GRAPHIC]
17
AIXTRON Core Strategies
• Maintain a pure play in core competency:
Deposition technology engineering delivering customized system solutions for compound semiconductor & complex materials
• Technology & market leadership:
Continuous improvement of technology and market position
• Diversification of target applications:
Leverage AIXTRON technology for new materials and new sectors creating additional growth potential
• Market positioning:
Enabling technology partner in emerging markets
• Equity strength:
Maintain a strong Balance Sheet, Minimize risk and create value for our stakeholders
18
[LOGO]
Company Profile
19
Genus Highlights
• Leading provider of next-generation atomic layer deposition (ALD) equipment to semiconductor and data storage markets
• ALD is a key enabling technology for high performance semiconductors and next generation TFH products
• Large market opportunity
• Moving towards $1 billion market after 2008
• 4 of 5 largest Thin Film Head manufacturers
• 3 out of 4 largest DRAM manufacturers
• Experienced management, history of innovation and execution
• 100,000 sq. ft. facility with annual production capacity of $250 MM
• Revenue $57 MM in 2003
• Revenue growth of over 40% in 2003
20
Genus’ targeted markets
SEMICONDUCTOR MARKETS
[GRAPHIC]
NON SEMICONDUCTOR MARKETS
21
Genus Positioning
Products and Market Position
Semiconductor
• ALD
• Capacitor = Critical for DRAM productivity improvements
• Gate Stack/Flash = Next generation industry logic requirements
• CVD
• More than 200 process modules designed into mass production at Samsung
• Genus is sole source to Samsung for word and bit line applications
• Designated “World’s Best” CVD system at 300mm by Samsung
Non-Semiconductor
• Thin Film Heads - ALD in production
• Flat Panel Display
• Inkjet Printing Devices
• MEMS (micro-electromechanical systems)
• Photomasks (initial system sold to University of Albany – Sematech North)
Capacitor/ Non Semiconductor/ Gate
• Total Served Markets: $49.5 MM (VLSI Data)
• Genus Market Penetration: $21.6 MM
[CHART]
22
ALD Market Opportunity
US$ millions
• ALD is a key enabling technology for high performance semiconductors
• Large Market opportunity
• Moving towards $1 billion market after 2008
• Rapidly growing, with a 67% CAGR from 2003-2008
[CHART]
Source: VLSI Research 2004
23
AIXTRON - GENUS
Products/ Markets/ Customers
24
Faster + Better + Cheaper = Scaling
[CHART]
25
Critical Driver for Scaling
ITRS Shrink Roadmap
[CHART]
• The unique factor that has made the semiconductor industry successful: “Decreases in geometry size have provided improved functionality at a reduced cost”
• However, traditional scaling is starting to be effected by fundamental limits of the materials constituting the building blocks of the planar CMOS process
26
Where are Today’s ‘Nano Challenges’?
Year of Production: |
| 1999 |
| 2002 |
| 2005 |
| 2008 |
| 2011 |
| 2014 |
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DRAM Half-Pitch [nm]: |
| 180 |
| 130 |
| 100 |
| 70 |
| 50 |
| 35 |
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Overlay Accuracy [nm]: |
| 65 |
| 45 |
| 35 |
| 25 |
| 20 |
| 15 |
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MPU Gate Length [nm]: |
| 140 |
| 85-90 |
| 65 |
| 45 |
| 30-32 |
| 20-22 |
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CD Control [nm]: |
| 14 |
| 9 |
| 6 |
| 4 |
| 3 |
| 2 |
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Tox (equivalent) [nm]: |
| 1.9-2.5 |
| 1.5-1.9 |
| 1.0-1.5 |
| 0.8-1.2 |
| 0.6-0.8 |
| 0.5-0.6 |
|
Junction Depth [nm]: |
| 42-70 |
| 25-43 |
| 20-33 |
| 16-26 |
| 11-19 |
| 8-13 |
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Metal Cladding [nm]: |
| 17 |
| 13 |
| 10 |
| 0 |
| 0 |
| 0 |
|
Inter-Metal Dielectric K: |
| 3.5-4.0 |
| 2.7-3.5 |
| 1.6-2.2 |
| 1.5 |
| <1.5 |
| <1.5 |
|
These challenges require substantial ‘Material Engineering’ solutions
ITRS, Intel 2002
27
Intel’s View of the Strained Silicon & High-k
Introduction
Already emerging in marketplace
Process Name |
| P856 |
| P858 |
| Px60 |
| P1262 |
| P1264 |
| P1266 |
| P1268 |
| P1270 |
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1st Production |
| 1997 |
| 1999 |
| 2001 |
| 2003 |
| 2005 |
| 2007 |
| 2009 |
| 2011 |
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Process Generation |
| 0.25mm |
| 0.18mm |
| 0.13mm |
| 90 nm |
| 65 nm |
| 45 nm |
| 32 nm |
| 22 nm |
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Wafer Size (mm) |
| 200 |
| 200 |
| 200/300 |
| 300 |
| 300 |
| 300 |
| 300 |
| 300 |
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Inter-connect |
| Al |
| Al |
| Cu |
| Cu |
| Cu |
| Cu |
| Cu |
| ? |
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Channel |
| Si |
| Si |
| Si |
| Strained Si |
| Strained Si |
| Strained Si |
| Strained Si |
| Strained Si |
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Gate dielectric |
| SiO2 |
| SiO2 |
| SiO2 |
| SiO2 |
| SiO2 |
| High-k |
| High-k |
| High-k |
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Gate electrode |
| Poly-silicon |
| Poly-silicon |
| Poly-silicon |
| Poly-silicon |
| Poly-silicon |
| Metal |
| Metal |
| Metal |
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| Introduction targeted at this time |
| Subject to change |
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Intel found a solution for High-k and metal gate
Source: Intel 2003
28
Convergence of Silicon/ Compound Semi
Strained Si* |
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| GaN |
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SiGe/Ge |
| [GRAPHIC] |
| Transition |
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Si wafer |
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| Si wafer |
• Driven by needs and growth of consumer electronics
• Increase the performance of Silicon (IT Chips)
• Functional integration: digital, wireless and photonics on one chip
• performance of III-V with Si cost and infrastructure
29
Opportunity Window for Entry
Production Ramp-Up Model and Technology Node
[CHART]
30
Overview of Market Segments Addressed Before and After the Merger
AIXTRON’s current market penetration
Genus’ current market penetration
Potential upside markets
[GRAPHIC]
Others: TFH magnetic heads, Pin-hole free OLED encapsulation layer, RF capacitors…
31
Strength of New Entity
• Leading supplier of enabling technology
• Uniquely positioned to enable scalability requirements for semiconductor industry
• Core strengths in material knowledge and nanoscale semiconductor processes
• Multiple markets provide stable growth platform
• Comprehensive, very competitive product portfolio in deposition equipment
• Broad customer base seeking stronger, fewer suppliers with ability to partner strategically/ align roadmaps
• Enhanced critical mass allowing a deeper customer penetration and continued investment in new products
• More than 20 years successful track record of complex material deposition on an atomic level and more than 60 years collective experience (AIXTRON, Genus, Thomas Swan)
32
Customer Impact
• Customers seeking fewer, broader, independent suppliers with strong technology portfolios and financial strength to strategically align product roadmaps
• Combined companies will provide customers with a comprehensive product portfolio and compelling, synergistic technology roadmap
• Combination would allow increased and/or accelerated penetration of key accounts
• Increased scale would allow for continued investment in new technologies aligned to strategic customer needs
33
Integration Plan
Aixtron can build on a successful track record of previous transaction integrations: Thomas Swan and Epigress
[CHART]
34
Product Portfolio
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| Compound |
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Markets |
| Semiconductors |
| Silicon |
| Flat Panel Displays |
| HDD & MEMS |
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Products |
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| ALD: StrataGem |
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| ALD: StrataGem |
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| ALD |
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| CVD: Lynx |
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| ALD: StrataGem |
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Products |
| MOCVD: G3, CCS |
| AVD: Tricent® |
| OVPD: Gen 1, 2 |
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| SiC CVD |
| CVD:SiGe Tricent® |
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35
Near Term Product Strategy - Integration of TriJet® into Existing ALD StrataGem® Process Modules
[GRAPHIC] | + | [GRAPHIC] | = | • | Combination of unique TriJet® source delivery system with G’s ALD, RAD and TMF single wafer expertise enables: |
• | Faster switching cycles with higher doses and therefore higher throughput and lower CoO. |
Increasing market share in Genus’ existing markets targeted in near term (12 months prospective)
36
Concept of New, Flexible Gate Stack and High-k Platform: Tricent® + Lynx® = TriLynx®
[GRAPHIC] | • | Combination of unique AVD, ALD & RTP technology with well proven 300 mm cluster platform |
• | Handler compatibility (Brooks) available | |
• | Accelerating time to market introduction of AVD, ALD-based production platform | |
• | Large technological and engineering synergies expected |
37
Capital Investment Budget in 2004 of top 20 IDM’s
2004 |
| Company |
| Head quarters |
| 2003 |
| 2004 |
| 04/03 % |
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| ($M) |
| ($M |
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1 |
| Samsung |
| South Korea |
| 3,550 |
| 4,100 |
| 15 | % |
2 |
| Intel |
| U.S. |
| 3,650 |
| 3,800 |
| 4 | % |
3 |
| UMC Group |
| Taiwan |
| 739 |
| 2,120 |
| 187 | % |
4 |
| TSMC |
| Taiwan |
| 1,080 |
| 2,000 |
| 85 | % |
5 |
| SMIC |
| China |
| 492 |
| 1,950 |
| 296 | % |
6 |
| ST |
| Europe |
| 1,221 |
| 1,600 |
| 31 | % |
7 |
| Infineon |
| Europe |
| 886 |
| 1,585 |
| 79 | % |
6 |
| Sony |
| Japan |
| 1,200 |
| 1,520 |
| 27 | % |
9 |
| AMD |
| U.S. |
| 586 |
| 1,500 |
| 156 | % |
10 |
| Micron |
| U.S. |
| 1,075 |
| 1,450 |
| 35 | % |
11 |
| Toshiba |
| Japan |
| 1,050 |
| 1,430 |
| 36 | % |
12 |
| Renesas |
| Japan |
| 800 |
| 1,400 |
| 75 | % |
13 |
| TI |
| U.S. |
| 800 |
| 1,300 |
| 63 | % |
14 |
| Matsushita |
| Japan |
| 500 |
| 1,230 |
| 146 | % |
16 |
| NEC |
| Japan |
| 850 |
| 1,200 |
| 41 | % |
16 |
| Nanya |
| Taiwan |
| 600 |
| 1,140 |
| 90 | % |
17 |
| Hynix |
| South Korea |
| 600 |
| 1,100 |
| 83 | % |
18 |
| IBM |
| U.S. |
| 850 |
| 925 |
| 9 | % |
19 |
| Grace |
| China |
| 575 |
| 800 |
| 39 | % |
20 |
| Philips |
| Europe |
| 343 |
| 730 |
| 113 | % |
| Existing Genus silicon customers |
|
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| Existing Aixtron Silicon Customers |
|
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| Aixtron/ Genus non-silicon customers / collaboration partners |
Sources: IC Insights, Company Reports
38
AIXTRON
Financial Summary
39
Pro-forma Combined Revenues by Application %
Aixtron pre-transaction 2002
[CHART]
Total Revenues €151 MM ($142 MM)
Aixtron pre-transaction 2003
[CHART]
Total Revenues €91 MM ($103 MM)
PF-combined 2002
[CHART]
Total Revenues €193 MM ($182 MM)
PF-combined 2003
[CHART]
Total Revenues €142 MM ($160 MM)
40
Pro-forma Combined Group Balance Sheet
€ million
31/12/2003
Assets |
| € MM |
| $ MM |
|
Cash and Equivalents |
| 78.3 |
| 98.7 |
|
Other current assets |
| 68.5 |
| 86.4 |
|
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Fixed and other long-term assets |
| 75.0 |
| 94.7 |
|
Total Assets |
| 221.8 |
| 279.8 |
|
Total Liabilities |
| 51.6 |
| 65.1 |
|
of which Financial Liabilities |
| 4.6 |
| 5.8 |
|
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Total Net Assets |
| 170.2 |
| 214.7 |
|
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Shareholders’ equity |
| 170.2 |
| 214.7 |
|
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Equity ratio |
| 76.7 | % | 76.7 | % |
41
Synergy Assessment
“True” Cost Savings
• Mainly from overlap in existing reps offices, e.g. in Korea or Japan
Cost Avoidance Benefits
• AIXTRON avoids market entry costs through Genus’ existing access to customers in these markets
• Use of Genus’ existing sales force
• More efficient access to new customers through existing Genus contacts
• Cost avoidance in R&D
• Joint R&D development programs
• Reduced requirement to hire and train R&D staff
Revenue Synergies
• Development of new hybrid technology through combination of ALD and AVD
• Better access to enlarged customer base (e.g. Samsung, Infineon)
• Greater and earlier adoption of ALD and hybrid technology as strengthened group
• Efficiency gains and scaling effect
• Improved purchasing power resulting in reduced material costs
• More efficient production through higher utilization rates
42
Transforming Transaction
• Aixtron will acquire a US listing as part of this transaction
Selected Semiconductor Equipment Vendors
[CHART]
43
AIXTRON
[LOGO]
Summary of Transaction Benefits
44
Summary of Main Transaction Benefits
• Creates a leading player in advanced “nano” deposition technologies
• Credible ‘critical mass’ necessary to attract large key customers
• Establishes comprehensive, broad product portfolio and compelling technology roadmap
• Will lead to unique combined technology and advantage over competitive products, potentially increasing market shares
• Accelerates entry and extended leadership in multiple attractive growth markets driven by next generation of consumer products
• Reduces ‘time to market’ and adds knowledge to AIXTRON’s Silicon Business Unit, allowing the business to accelerate and capitalize on the investments already made
• Increases scale with broader strategic customer base and global presence
• AIXTRON’s supply chain, thereby, mitigate AIXTRON’s exposure to €/US$ currency
• Results in strong financial position
45