ENTEGRIS AND VERSUM MATERIALS TO COMBINE TO

Create a Premier Specialty Materials Company

Merger of Equals Creates Value for All Stakeholders

Enhanced product breadth and depth

  • Highly complementary and diversified portfolio.

  • First comprehensive and effective end-to-end materials solutions provider across semiconductor manufacturing process.

Global scale and operational excellence

  • Reaches additional customer touch points globally.

  • Increases relevance in key geographies.

  • New levels of operational efficiencies and excellence.

Significant stockholder value creation

  • Expected to generate $75M+ of annual cost synergies within 12 months post close.

  • Stockholders to participate in upside potential.

World class technology

  • Better able to address customers’ needs for new materials.

  • Accelerates development and time to market of new technologies.

  • Ensures combined company is in line and ahead of the industry technology roadmap.

Increased financial strength and flexibility

  • Flexibility to invest, make acquisitions, and return excess capital to stockholders.

  • Pro forma leverage ratio of 1.1x.1

1Net debt as of December 31, 2018 and EBITDA LTM as of December 31, 2018; EBITDA inclusive of expected synergies

Combination by the Numbers

~$9Bn

ENTERPRISE VALUE

~$3Bn

REVENUE

~$1Bn

ADJUSTED EBITDA

Note: Revenue and Adjusted EBITDA LTM as of December 31, 2018; Adjusted EBITDA inclusive of expected synergies; Market data as of January 25, 2019

Compelling Value Proposition to Customers

  • GLOBAL MANUFACTURING AND LABORATORY INFRASTRUCTURE

  • UNIQUE PRODUCT BREADTH AND DEPTH
  • UNWAVERING COMMITMENT TO R&D
  • ENHANCED TECHNICAL CAPABILITIES
  • FASTER TIME TO SOLUTIONS

Expected Ownership*

52.5%

STOCKHOLDERS

47.5%

STOCKHOLDERS

Versum Materials to receive 1.120 shares of Entegris for each Versum Materials share

Expected Closing

Second Half of 2019

Leadership & Governance

9 DIRECTORS
5 FROM ENTEGRIS
4 FROM VERSUM MATERIALS
Seifi Ghasemi to serve as Chairman of the Board
Bertrand Loy to serve as CEO
Greg Graves to serve as CFO
Michael Valente to serve as GC

Locations

Headquartered in Billerica, Massachusetts
Will maintain a strong operational presence in Tempe, Arizona

* Ownership based on fully diluted shares outstanding including exercisable options only


The combined company will be ideally positioned to more effectively help our customers achieve higher yields and new levels of performance and reliability, and together, we will be well positioned to take advantage of long-term secular semiconductor growth, and to tackle new industry process challenges. I have great respect for the Versum Materials team and look forward to joining forces as we embark on this next chapter and create new value for our stockholders, employees and customers

Bertrand Loy
President and CEO, Entegris


With enhanced global scale and world class technical expertise, we’ll be poised to drive further innovation and support investments across our technology, infrastructure, and additional capabilities – enabling us both to better serve our customers and provide expanded opportunities for our employees.

Guillermo Novo
President and CEO, Versum Materials