Entegris to Acquire CMC Materials

Creates a Leader in Electronic Materials

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Highly Complementary Combined Portfolio

  • Comprehensive portfolio of CMP solutions and enhanced operating capabilities  
  • Unique process solutions at a faster time-to-solution
  • Meaningfully expands served markets, increasing our competitive advantage
  • Increases Entegris’ unit-driven revenue to ~80%

Greater R&D Scale and Expanded IP portfolio

  • Greater capability to innovate and meet evolving customer demand
  • Enhanced long-term technology advancement
  • Unlocked growth through enhanced innovation, scale and execution

Meaningful Revenue Growth and EPS Accretion

  • Expected to be significantly accretive to non-GAAP EPS in 1st year post-close
  • Expect $75M of run-rate cost synergies and $40M of CapEx synergies within 12-18 months post-close
  • Revenue synergies from co-optimized solutions, cross-selling opportunities, stronger customer response and collaboration

Continued investments in growth and disciplined deleveraging

  • Well positioned to rapidly reduce leverage to <3.0x with ~$1.1B adj. EBITDA on pro forma LTM basis including synergies
  • Continuing investments in growth
  • Continuing dividend

Combination by the Numbers

~$6.5B

transaction enterprise value

~$3.4B

pro forma ltm revenue

~$1.1B

Pro Forma LTM ADJ EBITDA

$200M+

Pro Forma LTM R&D Spend

$75M

Cost synergies

~80%

PRO FORMA
unit-driven revenue
Note: LTM Metrics as of 9/30/2021. Adjusted EBITDA inclusive of $75M in expected synergies.

Combined Portfolio Provides Enhanced Value to Customers

Complementary product offering
faster time-to- solution cycles
Innovative and High-Value Process Solutions
Increased Technology Innovation
Enhanced Operating Capabilities

Expected Ownership

~91% Shareholders

~9% Shareholders

Entegris to acquire CMC Materials for $133.00 in cash and 0.4506 shares of Entegris common stock per share of CMC Materials common stock

Expected Closing

Second Half of 2022

“Acquiring CMC Materials will further differentiate our unit-driven platform and advance our ability to provide a broad range of process solutions for our customers, at a faster time-to-solution. The highly complementary combined portfolio creates the industry’s most comprehensive and innovative end-to-end electronic materials offering, as well as significantly expands our growing served market and content per wafer opportunity. In addition, we believe the acquisition will allow us to unlock significant growth through enhanced innovation, scale and execution.”

Bertrand Loy
President and Chief Executive Officer of ENTEGRIS

“The combination provides immediate and substantial value to CMC Materials shareholders and provides meaningful participation in the long-term growth opportunities created by the transaction. CMC Materials and Entegris share highly complementary businesses and capabilities grounded in world-class innovation and customer collaboration. As part of Entegris’ leading platform, we will maintain our strong focus on technology innovation and customer partnerships and provide expanded opportunities for our employees.”

David Li
President and Chief Executive Officer of CMC Materials