Filed by Entegris, 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: Mykrolis Corporation
Commission File No. 001-16611
This filing relates to the proposed merger of equals transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of March 21, 2005 (the “Merger Agreement”), by and among Entegris, Inc., a Minnesota corporation (“Entegris”), Mykrolis Corporation, a Delaware corporation (“Mykrolis”), and Eagle DE, Inc., a Delaware corporation and a wholly-owned subsidiary of Entegris (“Eagle Delaware”). The Merger Agreement is on file with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Current Report on Form 8-K filed by each of Entegris and Mykrolis on March 21, 2005, and is incorporated by reference into this filing.
The following is a slide set to be used in presentations given by Mykrolis’ and Entegris’ management to the investment community.
Investor Presentation
March 2005
Forward-Looking Statements/ Risk Factors
This presentation contains “forward-looking statements” as defined under the Federal Securities Laws. The actual results of Entegris and Mykrolis could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) risks associated with strategic investments and acquisitions, including the challenges and costs of closing, integration, restructuring and achieving anticipated synergies associated with the acquisition; (ii) adverse changes in general economic or market conditions; (iii) delays or reductions in semiconductor industry spending; (iv) the transition to new products, the uncertainty of customer acceptance of new product offerings, and rapid technological and market change; (v) insufficient, excess or obsolete inventory; (vi) competitive factors, including but not limited to pricing pressures; (vii) component quality and availability; (viii) the relative and varying rates of product price and component cost declines and the volume and mixture of product revenues; (ix) war or acts of terrorism; (x) the ability to attract and retain highly qualified employees; (xi) fluctuating currency exchange rates; and (xii) other one-time events and other important factors disclosed previously and from time to time in the filings of Entegris and Mykrolis with the U.S. Securities and Exchange Commission.
Transaction Overview
Overview
$1.3 billion merger-of-equals transaction
Mykrolis holders receive 1.39 shares of Entegris for each share
Post-transaction ownership split: 44% Mykrolis / 56% Entegris
Company Name
Entegris, Inc.
Operations
Headquarters in Chaska, Minnesota
More than 2,700 combined full-time employees
Board of Directors
5 Directors from each company and 1 new independent
Management
CEO: Gideon Argov
Non-Executive Chairman: Jim Dauwalter
CFO: John Villas
NewCo Exchange
NASDAQ
Transaction Timing
Expected to close in calendar Q3 2005
NewCo Strategic Vision
The Leading Materials Integrity Management platform
Purify, protect, and transport critical materials used in semiconductor, microelectronics and other high technology manufacturing processes
Strong market position in core product lines
Above-market organic growth fueled by technology / customer synergies and geographic leverage
Balanced portfolio + broad customer base = strength and stability
High exposure to unit-driven products cushions from semi cycle
Geographical diversity
Customer base not concentrated
Global footprint + scale = significant operating leverage
Mykrolis Overview
Headquarters:
Billerica, MA
Employees:
898
LTM Sales:
$289 mm
CEO:
Gideon Argov
Consumables
Liquid Purification / Filtration
Gas Purification / Filtration
Equipment
Liquid Delivery
Gas Delivery
Market Share
+50% +50% 50% Varied
Market Position
#1 #1 #1 Varied
Source: Company data and estimates.
Entegris Overview
Headquarters:
Chaska, MN
Employees:
1,829
LTM Sales:
$374 mm
CEO: James Dauwalter
Raw Wafer Handling
Wafer Processing
Fluid Handling Components
Sensing and Control
Disk Substrate and Media Handling
Market Share
+50% +80% 30-40% 40-50% +80%
Market Position
#1 #1 #1 #1 #1
Source: Company data and estimates.
Overview of NewCo
NewCo is the global leader in Materials Integrity Management to purify,
protect, and transport critical materials used in semiconductor,
microelectronics and other high technology manufacturing
Wafer
Liquid
Gas
Component
Services and New Markets
Complementary Geographic Fit
Contribution to LTM Sales of $663 MM(1)
Asia
North America
New Entegris
Japan Europe
(1) Based on LTM ended February 2005 for Entegris and December 2004 for Mykrolis.
Complementary End Markets
Contribution to LTM Sales of $663 MM(1)
Services
Data Storage
Other Markets
Flat Panel
Life Sciences
Fuel Cell
New Entegris
Semiconductor
(1) Based on LTM ended February 2005 for Entegris and December 2004 for Mykrolis.
Complementary Semiconductor Products
Wafer Handling
TAP Products
$200 MM
Fluid Management
and Subsystems
Fluid Handling Components
(Fittings, Valves, Manifolds)
Fluid Containers
Fluid Sensing & Control
Fluid Filtration
Fluid Dispense
$275 MM
Gas Filtration
Gas Purification
$70 MM
Strong Customers in All Targeted Markets
Wafer Growers
MEMC
S.E.H.
Siltronic
SUMCO
OEMs
Applied Materials
DNS
Tokyo Electron
IDMs, Foundries, and Back-end (Assembly & Test)
Chartered
Inotera
Intel
Micron
TI
Samsung
ST Micro
TSMC
UMC
Microelectronics, Display, Storage
Komag
MMC
Seagate
While the Semiconductor Industry is Consolidating . . .
Semi and semi-cap equipment industries have seen significant share consolidation …
SC Front End Equipment 2003 #1 Market Share
Resist Process 86%
LightSources 85%
RTP 76%
Electroplate Cu 72%
Mask Inspection 71%
PVD 69%
CD Measurement 68%
CMP 63%
Wafer Inspect 61%
Si Epi Equip 47%
CVD 44%
Lithography, etc. 40%
… and industry profits have concentrated in market leaders
Share of Operating Profit of Top 50 Semi Cap Equipment Companies
Next 40 Players11%
Top 10 Players 89%
$130m shared by 40 other players
Source: Wafer News, July 12, 2004
Source: Wall Street Research (SEMI, Dataquest)
. . . The Subsystems, Components and Materials Market Remains Fragmented
Subsystems, Components & Materials
LTM Revenue (US$ in Millions)
The segment is poised for consolidation as customers become more concentrated and reward full-line suppliers
$800
600
400
200
0
$663
$555
$418
$395
$374
$330
$300
$289
$246
$165
New
Entegris
MKS
Cymer
AEIS
Celerity
Cabot
ATMI
Helix
Source: Company Filings
NewCo Positioned to Benefit from Attractive, Wafer-Driven Consumables Market
Equipment Billing and Wafer Production
Monthly Rolling LTM Capital Spending and Wafer Production
Equipment Billings (US$ in Billions)
$ 6.0 5.0 4.0 3.0 2.0 1.0 0.0
Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99 Dec 00 Dec 01 Dec 02 Dec 03 Dec 04
70 60 50 40 30 20 10 0
Wafer Production (Billions of Square Inches)
Equipment Billings (Right Axis) - 94 - 05 CAGR 11.2%
Wafer Production (Left Axis) - 94 - 05 CAGR 7.4%
Source: VLSI, January 2005
Unit-Driven Model
Based on TTM Sales of $663 MM
Capex Driven 35%
Unit Driven 65%
Consumables represent a stable and recurring revenue stream driven by wafer starts, fab utilization rates and preventive maintenance
NewCo Organization
James Dauwalter Non-Executive Chairman
John Villas Chief Financial Officer
Bertrand Loy Chief Integration Officer
Jean-Marc Pandraud Chief Operations Officer
Michael Wright Chief Marketing Officer
Greg Graves Chief Business Development Officer
Peter Walcott General Counsel
Gideon Argov Chief Executive Officer
Highlights
Name: Entegris, Inc.
Headquarters: Chaska, MN
Employees: 2,700
Manufacturing and Service Center Locations
North America
Allen (TX)
Billerica (MA)
Chaska (MN)
Colorado Springs (CO)
Franklin (MA)
Gilroy (CA)
San Diego (CA)
Europe
Bad Rappenau (Germany)
Montpellier (France)
Asia
Kulim (Malaysia)
Singapore (Singapore)
Yonezawa (Japan) (2 sites)
NewCo Integration Plan
Integration Planning Process Already Well Under Way
Bertrand Loy named full-time Chief Integration Officer
Experienced senior integration team members already in place
Three Key Elements to Integration Plan
Ensure limited customer disruption
Achieve planned cost synergies
Grow revenue through complementary product, customer and geographic
strengths
Significant incentives tied to delivery of specific results
Key Financial Highlights
Highly attractive pro forma financial profile
Enhanced financial scale and operating leverage
Attractive mix of products, customers and geographies
High percentage of unit-driven revenues
Significantly accretive to 2006 Cash EPS: $0.08
Pro forma EPS, excl. amortization of intangibles & restructuring
Tangible, near-term cost savings of $15 MM+
General and administrative savings and purchasing benefits
Efficiencies in sales and service operations
Elimination of redundant facilities and infrastructure
Longer-term revenue synergy opportunities
Strong balance sheet with $284 MM in combined cash + marketable securities
Financial Performance
Trailing Twelve Months Results
US$ in Millions, Except per Share Amounts
(1) (2)
Pro Forma Combined(3)
Revenue $ 374 $ 289 $ 663
Gross Profit $ 161 $ 138 $ 298
Gross Margin 43% 48% 45%
Operating Income $ 40 $ 37 $ 77
Operating Margin 11% 13% 12%
Non-GAAP Net Income(4) $ 28 $ 30 $ 58
Employees(5) 1,829 898 2,727
(1) LTM as of February 28, 2005.
(2) LTM as of December 31, 2004. Does not reflect impact of Extraction Systems acquisition.
(3) Excludes adjustments for purchase accounting, synergies and retention expenses.
(4) Non-GAAP Net Income pro forma combined excludes expenses from amortization and restructuring charges.
(5) Excludes temporary workers.
Financial Performance
Balance Sheet as of Latest Quarter
US$ in Millions, Except per Share Amounts
(1) (2)
Cash $154 $130
Working Capital(3) $223 $171
Total Assets $469 $351
Debt $27 $0
Shareholders’ Equity $385 $272
(1) As of February 28, 2005.
(2) As of December 31, 2004.
(3) Defined as Current Assets minus Current Liabilities.
Key Financial Metrics
2006 EPS Impact
US$ in Millions, Except per Share Amounts
Item Street Est.
Current “Street” GAAP EPS $ 0.46
Current Street “Cash EPS” $ 0.50
Combined Cash Net Income $ 74
Transaction synergies (after tax) $ 9
Retention and other Costs (after-tax) $ (3)
Pro Forma Combined Net Income $ 80
Pro Forma Shares Outstanding (diluted, M) 138
Pro Forma EPS $ 0.58
Change in EPS $ 0.08
% Change 16%
Comments
IBES consensus for Entegris
Adds back amortization expense
“Cash Net Income” adds back amortization
Assumes $15 MM pre-tax
$4 MM pre-tax – retention restricted stock
Source: “Current Street EPS” per IBES median consensus, adjusted for calendarization to CY year-end
Additional Information and Where to Find It
In connection with the proposed transaction, Entegris, Mykrolis and Eagle DE, Inc. (a newly formed corporation that will merge with Entegris to effect the reincorporation of Entegris in the State of Delaware in connection with the proposed transaction) will file a joint proxy statement/prospectus with the Securities and Exchange Commission. A registration statement on Form S-4 also will be filed with the SEC. Security holders of each company and other investors are urged to read the registration statement and the joint proxy statement/ prospectus (including any amendments or supplements to the joint proxy statement/prospectus) regarding the proposed transaction when they become available because they will contain important information about Entegris, Mykrolis and the proposed transaction. Stockholders will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Entegris and Mykrolis, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the registration statement and the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Entegris, 3500 Lyman Blvd, Chaska, MN 55318, Attention: Investor Relations Dept., telephone: (952) 556-8080, or at irelations@entegris.com or to Mykrolis, 129 Concord Road, Billerica, MA 01821, Attention: Investor Relations Dept., telephone (978) 436-6500, or at investor_relations@mykrolis.com. In addition, investors and security holders may access copies of the documents filed with the SEC by Entegris on Entegris’ website at www.entegris.com, and investors and security holders may access copies of the documents filed with the SEC by Mykrolis on Mykrolis’ website at www.mykrolis.com.
Participants in Solicitation
Entegris, Mykrolis and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Entegris’ directors and executive officers is available in its Form DEF 14A filed with the SEC by Entegris on December 15, 2004 and in its Form 10-K filed with the SEC on November 12, 2004, and information regarding Mykrolis’ directors and executive officers is available in its Form DEF 14A filed with the SEC by Mykrolis on March 26, 2004 and in its Form 10-K filed with the SEC on March 11, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward-Looking Statements
Certain statements in this filing regarding Entegris, Inc., Mykrolis Corporation, the proposed transaction and the combined company after completion of the proposed transaction constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect”, “feel”, “believe”, “may”, “anticipate”, “plan”, “estimate”, “intend”, “should” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Entegris, Mykrolis, and their respective subsidiaries or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others: the risks and factors described in the publicly filed documents of Entegris and Mykrolis, including their most recently filed Forms 10-K; general economic and business conditions and industry trends in the countries in which we operate; currency exchange risks; the continued strength of the industries in which we operate; uncertainties inherent in proposed business strategies and development plans; rapid technological changes; future financial performance, including availability, terms and deployment of capital; availability of qualified personnel; changes in, or the failure or the inability to comply with, government regulation in the countries in which we operate, and adverse outcomes from regulatory proceedings; changes in the nature of key strategic relationships with partners and joint venturers; competitor responses to the products and services of Entegris and Mykrolis, and the overall market acceptance of such products and services, including acceptance of the pricing of such products and services; the ability to achieve the cost savings and synergies contemplated by the proposed merger; the ability to promptly and effectively integrate the businesses of Entegris and Mykrolis; and the diversion of management time on merger-related issues. These forward-looking statements speak only as of the date of this filing. Entegris and Mykrolis expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the respective expectations of Entegris and Mykrolis with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The transaction is subject to customary closing conditions, including regulatory, stockholder and other third-party consents and approvals.