EX-99.2 5 d431591dex992.htm SLIDE SHOW PRESENTATION Slide Show Presentation
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1
II-VI Incorporated
Acquisition of M Cubed Technologies, Inc.
November 1, 2012
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Exhibit 99.2


2
Forward Looking Statement Disclaimer
This presentation and the remarks of its presenter(s) contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  Forward-looking statements may be identified by words such as “expects”,
“anticipates”,
“intends”,
“plans”,
“believes”,
“seeks”,
“estimates”,
“will”
or
words
of
similar
meaning
and
include,
but
are
not
limited to, statements about the expected future business and financial performance of II-VI Incorporated.  These statements
are based on management’s current expectations and are inherently subject to uncertainties and changes in circumstances. 
Among the factors that could cause actual results to differ materially from those described in the forward-looking statements
are changes in global, political, economic, business, competitive, market and regulatory forces.  More detailed information
about II-VI Incorporated’s risks is contained in II-VI Incorporated’s filings with the SEC, including the report on Form 10-K for
the fiscal year ended June 30, 2012.  This presentation speaks as of today, and II-VI Incorporated does not undertake any
obligation to update the forward-looking statements to reflect actual events, results, or any change in events, conditions,
assumptions or other factors.


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Agenda
Review of Today’s Announcement
Overview of M Cubed Technologies, Inc.
Strategic Rationale and Fit with II-VI
Financial Impacts of the Transaction
Question and Answer Session


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Review of Today’s Announcement
We have completed the acquisition of M Cubed Technologies, Inc.
announced earlier today.
The consideration was cash of $71.4 million.  In addition, closing
adjustments, including a working capital adjustment, could increase the
purchase price by an additional $2.5 million.
M Cubed is expected to generate approximately $35 million in revenues
during the first eight months of ownership by II-VI in FY13.
The acquisition is expected to be accretive, net of transaction expenses.
M Cubed will be included in the Company’s Advanced Product Group
segment for financial reporting purposes.


Founded in 1993, M Cubed focuses its energy on developing advanced materials and ceramics
manufacturing
processes
in
the
fields
of
Metal
Matrix
Composites
(MMCs)
and
Reaction
Bonded
Ceramics
(RB
SiC
and
RB
B
4
C).
The resulting products are found in applications requiring precision, light weight, strength, hardness, and
matched CTE (Coefficient of Thermal Expansion). 
This is especially true in semiconductor tool applications that required advanced materials to meet the
need for increased tolerances, enhanced thermal stability, faster wafer transfer speeds, increased yields,
and reduced stage settling times.
Thus
the
need
for
developing
advanced
Materials
with
unique
Manufacturing
process
capabilities
to
meet
the
need
for
precise
Motion
control.
Overview of M Cubed Technologies, Inc.
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Advanced Ceramic/Metal Composites –
A New Class of Materials
Property
Carbon
Steel
Refractory Metals:
Nb, Mo, Ta, W
Ceramic/Metal Composites
Density,
g/cm
3
8 –
9
9 -
20
Light
weight:
2.5
4.5
g/cm
3
Melting Point
~ 1300
C
2400 –
3700
C
MP up to 4000°. Retains
properties at extremely high
temperatures
Hardness (Mohs Scale)
5 -
7
5 -
Extremely hard.  Can approach
diamond (10 Mohs)
Wear Resistance
Poor
Poor to Moderate
Excellent wear and abrasion
resistance
Chemical Resistance to
Acids and Bases
Poor
Poor to Moderate
Excellent chemical resistance
Electrical Conductivity
Conductive
Conductive
Tunable from conductive to
insulating
Thermal Expansion
High CTE
High CTE
Tunable from high to near zero
High
Performance
Composites;
Net
Shape
Processing
for
Attractive
Cost
C
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Proprietary Know-How
Capabilities
Ceramic Manufacturing
Foundry Processing
Materials Development
Materials Characterization
Precision Machining
Electro-Mechanical Assembly
Nano-scale Metrology
Business Segments
Ceramic Materials Group
Armor Materials
Refractory Assemblies
Wear Resistant Components
Thermal Management Materials
Machine Bases/Structures
Semiconductor
Flat Panel Display
Glass Manufacturing
Energy
Mining
Aerospace
Defense
Industries Served
Precision Products Group
Vacuum Wafer Chucks
Electrostatic Chuck Components
Stage Sub Assemblies
Silicon Carbide Optics
Optical Structures/Housings
Precision Beams/Structures
Core Competency:  Reaction Bonded SiC Ceramics &  Metal Matrix Composites
What Makes M Cubed Unique?
Industry leading size and shape capability with advanced ceramics & MMCs
Extreme tailorability with respect to composition and properties
Vertical integration with materials development, materials manufacturing,
precision machining, motion system assembly, and nano-scale metrology
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Successful Partnership with Semiconductor and Display OEMs
Nanometer
Metrology
Electromechanical
Assembly
Precision
Machining
Material
Development
Engineered Material Development
Material
Characterization
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Strategic Rationale and Fit with II-VI
Engineered Materials Company.
History of successfully leveraging material technology and unique process
knowledge to develop value added products for OEM markets.
Intimate customer relationships and a solid reputation with industry leaders.
High value consumable products.
Opportunities for growth in multiple industrial sectors.
Impressive IP portfolio and proprietary know-how with 18 granted US and
14 granted foreign patents.
Well positioned to take advantage of the Semiconductor Growth Drivers
consistent with the efforts of other II-VI operations.
Defense
Wear Resistance
Aerospace
Structural
Materials
Neutron Absorbing
Materials
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Ceramic Components
Wafer Tables
Stage Structures
Collector Mirrors
Chucks
Cold Plates
Stage Mirrors
Sensor Structures
Stage Components
Ceramic Components Inside 193nm & EUV Lithography Tools
II-VI Infrared
Mirrors
ZnSe Optics
Complex Coatings
Diamond Windows
EUV Lithography Light Source Configuration
Helps position II-VI to capture leading position in $300 million Market for
Semiconductor Engineered Materials and Optoelectronic Components
II-VI and M Cubed Together -
Providing Innovative Solutions
193nm & EUV Lithography of 300mm & 450mm Wafers
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Financial Impacts of the Transaction
Acquisition was financed in part due to the exercise of a $30 million
accordion on II-VI’s credit facility.
Total debt of II-VI after this transaction increased to approximately
$82 million.
M Cubed is expected to generate approximately $35 million in
revenues and contribute between $0.01 and $0.03 EPS during the
first eight months of ownership by II-VI in FY13.
As a result of the acquisition of M Cubed, the outlook of II-VI for the
fiscal year ending June 30, 2013 has been increased to a revenue
range of $585 million to $595 million and earnings per share has
been increased to $1.01 to $1.09.


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Question and Answer Session
These comments and answers to certain questions
contain forward looking statements which are based on
current expectations.  Actual results could differ
materially.  For information about factors that could
cause the actual results to differ materially, please refer
to the “Risk Factors”
section of our Form 10-K for the
fiscal year ended June 30, 2012.  Also, please refer to
today’s Form 8-K filing for additional details.