 Vacuumschmelze (VAC) Acquisition July 5, 2011 Exhibit 99.2 |
 Forward-Looking Statements This presentation may include forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon specific assumptions and are subject to uncertainties and factors relating to the company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the company. These uncertainties and factors could cause actual results of the company to differ materially from those expressed or implied in the forward-looking statements contained in the foregoing discussion. A more complete disclosure about forward-looking statements can be found in our most recent annual report on Form 10-K. The company undertakes no obligation to update any forward-looking statements as a result of future developments or new information. 2 |
 Agenda Transaction Overview VAC - Company Overview Transaction Rationale Financial Summary 3 |
 Transaction Overview |
 OM Group acquisition of VAC creates meaningful expansion into adjacent and high growth markets Agrees to acquire VAC Holding GmbH from One Equity Partners Leading producer of advanced materials and integrated magnetic solutions Market leader in solar inverter technology and positioned to grow with wind energy output Supplier of technically differentiated products to automotive, electrical distribution and retail sectors Contributes complementary value-added specialty products with strong recurring cash flows and an attractive growth profile Purchase price of €700mm to be funded through equity, available cash and new credit facilities Maintain financial strength and flexibility Expected closing in 3Q 2011 subject to customary regulatory approvals 5 |
 … and delivers on our strategic objectives to transform through diversification VAC participates in attractive market sectors Above GDP underlying organic growth potential High margin potential through product differentiation Enhances position and expertise in innovative technologies serving diverse range of end markets Maintains global exposure while fortifying presence in key regions Moves us closer to the end user Customer partnership in new product development Enables OMG to enhance value-add proposition 6 |
 VAC – Company Overview |
 A global business with diverse and attractive end markets Founded in 1923 Headquarters: Hanau, Germany Employees: 4,500 worldwide 160 R&D scientists and engineers Manufacturing facilities: 7 Three divisions: Materials & Parts (MP) - #1 market position globally Cores & Components (CC) - #1 market position globally Permanent Magnets (PM) - #1 market position in Europe; #5 market position globally Customer base of over 1,600 with no one customer accounting for more than 9% of sales End markets: Aerospace, Automation & Drives, Automotive, Electronic Article Surveillance, Energy Conversion & Distribution, Electrical Installation Technology & Industrial Technology Strong senior management with 27 years’ industry experience Company Description Q1 2011 LTM Sales by Segment Q1 2011 LTM Sales by Geography MP 34% PM 27% CC 39% Total Net Sales (unaudited): €389m (1) Germany 34% Europe (ex-Germany) 34% Asia 19% Americas 13% Total Net Sales (unaudited): €389m (1) 8 (1) VAC financial results presented on IFRS basis |
 Global footprint supports strong regional demand and furthers portfolio diversification 9 Hanau, Germany Employees: 1,350 Global Headquarters R&D Center Manufacturing Technology Base BUs: MP, PM, CC Ulvila, Finland Employees: 70 Neorem (since 2007) BUs: PM Shenyang, China Employees: 1,100 Established in 2001 BUs: CC Beijing, China Employees: 430 SANVAC Joint Venture (since 2005) BUs: PM Horna Stred, Slovakia Employees: 1,100 NAFTA Sales Headquarters Employee: 21 Elizabethtown, KY Asia/ Pacific Region Sales Headquarters Employees: 17 Singapore Sales offices with direct representatives Source: Company information Pekan, Malaysia Employees: 780 Established in 1996 BUs: CC Sales partners/cooperations Established in 1997 BUs: CC, MP, PM European Sales Headquarters Employees: 34 |
 VAC serves a diversified and fast-growing set of end market segments Aerospace & Transportation Automation & Drives Automotive Electronic Article Surveillance & Communication Energy Conversion & Distribution Electrical Installation Technology Industrial Technology Distributors Other 2% 15% 16% 12% 19% 17% 7% 5% 7% 10 Source: VAC Management. |
 Transaction Rationale |
 VAC’s strategic fit with OMG Established company driven by technological innovation Recognized leader in the high-growth end markets it serves Proven business model which yields attractive, sustainable margins Product offerings move OMG closer to customer Highly specialized products with high barriers to entry Organic and strategic growth opportunities Favorable positioning in China and other emerging economies Meets financial criteria 12 |
 VAC aligns with OMG’s strategic objectives Leverage Existing Competencies Process & product know-how in inorganic materials Converting key raw materials to technically- differentiated products and components Collaboration with customers to add market value Broaden into Adjacent Markets Extends geographic reach in Europe and Asia Expands position in solar energy Create New Growth Platforms Strong position in wind energy Creates position in automation, automotive, energy conversion & distribution, and electrical installation 13 |
 Financial Summary |
 VAC meets or exceeds financial acquisition criteria Creates corporate scale with approximately: $1.9B in net sales $200M in operating profit Accretive to earnings Provides sustainable earnings linked to product innovation Expands margins Strong cash flow from operations Financial synergies Utilizes European cash balance Preserves balance sheet strength and flexibility at low leverage 15 |
 Acquisition financing Purchase price of €700 million (approximately $1 billion) Implies 8.6x (1) EBITDA transaction multiple on 2011E basis New $900mm credit facilities (USD / €), including new $200mm revolving credit facility $50mm of OMG common equity Remaining closing amounts to come from available cash New revolver to remain undrawn at closing Financing commitments to support transaction BofA Merrill Lynch, PNC and BNP Paribas Expected Net Debt / EBITDA ratio below 2.0x 16 (1) Multiple based upon EBITDA according to IFRS accounting principles |
 Continued diversification of OMG’s technology platforms (1) Unaudited; assumes USD/EUR= 1.45; VAC results presented on IFRS basis Q1 2011 LTM Sales ($m) Advanced Materials 52% Battery Technologies 10% Specialty Chemicals 39% Advanced Materials 35% Battery Technologies 7% Specialty Chemicals 26% VAC 32% OMG Stand-Alone Pro Forma (1) Total Sales: $1.2B Total Sales: $1.9B 17 |
 € 346 € 389 € 74 € 117 2010 Q1 '11 LTM Q1 '10 Q1 '11 € 40 € 54 € 5 € 19 2010 Q1 '11 LTM Q1 '10 Q1 '11 VAC is a profitable, growth company Sales rebounded from 2009 downturn; exceeded pre-crisis levels in 2010 Growth from continuous product innovation and a focused market approach with an emphasis on fast-growing niches High single-digit growth expectations Total Net Sales (€m) (1) Operating Profit (€m) (1) Attractive Operating Profit margins exceeding pre-crisis levels Continuing product mix shift to higher value- added products Margin improvement expected in 2011 and beyond 18 (1) VAC financial results presented on IFRS basis |
 VAC enhances long-term outlook and earnings growth Favorable long-term growth characteristics of end markets Healthy organic growth engine driven by innovative technology Technically differentiated products customers use to meet exacting performance requirements Proven capability to successfully integrate acquisitions Financial discipline and flexibility to enhance shareholder value 19 |
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