-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I6RlITtGEhdJGq8hb21AquT8zttlGqQan2mambvKrXuuS/0T1scoFaUWrYyf2NbN 8EfVMbeJPWKyqahTg5TdJA== /in/edgar/work/20000906/0001012870-00-004698/0001012870-00-004698.txt : 20000922 0001012870-00-004698.hdr.sgml : 20000922 ACCESSION NUMBER: 0001012870-00-004698 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CFM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000849323 STANDARD INDUSTRIAL CLASSIFICATION: [3559 ] IRS NUMBER: 232298698 STATE OF INCORPORATION: PA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-27498 FILM NUMBER: 717504 BUSINESS ADDRESS: STREET 1: 1336 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 6106968300 MAIL ADDRESS: STREET 1: 1336 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MATTSON TECHNOLOGY INC CENTRAL INDEX KEY: 0000928421 STANDARD INDUSTRIAL CLASSIFICATION: [3559 ] IRS NUMBER: 770208119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 3550 WEST WARREN AVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106575900 425 1 0001.txt BACKGROUND INFORMATION PRESENTATION Filed by Mattson Technology, Inc. (Commission File No.: 000-24838) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: CFM Technologies, Inc. Commission File No.: 000-27498 Power Point Presentation Mattson Technology, Inc. [LOGO OF MATTSON THE POWER OF THREE] "Quality people delivering superior technology, productivity and support" - ------------------------------------------------- [GRAPHIC OF THREE INTERLOCKING CIRCLES, ONE DISPLAYING CFM LOGO, ONE DISPLAYING STEAL LOGO AND ONE DISPLAYING MATTSON LOGO] [LOGO OF MATTSON THE POWER OF THREE] 1 Disclaimer - ------------------------------------------------- The purpose of this presentation is to provide background information and management's analysis of the proposed business combination among Mattson Technology Inc., the Semiconductor-equipment Division of Steag Electronic Systems AG (excluding Steag's optical storage and photomask operations) and CFM Technologies Inc. Unless otherwise indicated, all information relating to the three parties is estimated pro-forma information assuming completion of the transaction. CERTAIN STATEMENTS MADE DURING THIS PRESENTATION WILL CONCERN MATTERS THAT ARE NOT HISTORICAL FACD ARE FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS MADE DURING THIS PRESENTATION ARE MADE PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS REGARDING, AMONG OTHER MATTERS, MATTSON'S FUTURE FINANCIAL PERFORMANCE AND THE COMPLETION OF THE STEAG AND CFM ACQUISITIONS. FORWARD LOOKING STATEMENTS ADDRESS MATTERS WHICH ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES INCLUDING RISKS RELATING TO SATISFACTION OF CONDITIONS TO THE PENDING ACQUISITIONS AND RISKS OF INTEGRATION, THE TIMING OF SIGNIFICANT ORDERS, THE ABILITY OF THE COMPANY TO BRING NEW SYSTEMS TO MARKET, THE TIMING OF NEW PRODUCT RELEASES BY THE COMPANY'S COMPETITORS, SLOWDOWNS IN THE SEMICONDUCTOR INDUSTRY AND OTHER COMPETITIVE FACTORS. REFERENCE IS MADE TO THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FURTHER DISCUSSION OF RISKS AND UNCERTAINTIES REGARDING THE COMPANY'S BUSINESS. MATTSON TECHNOLOGY, INC. (MATTSON) AND CFM TECHNOLOGIES, INC. (CFM) WILL BE FILING JOINT PROXY STATEMENTS / PROSPECTUSES AND OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED MERGER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC). INVESTORS ARE URGED TO READ THE PROXY STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. INVESTORS SHOULD READ THE PROXY STATEMENT / PROSPECTUS BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS. INVESTORS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE SEC'S WEBSITE, www.sec.gov, AND AT THE SEC PUBLIC REFERENCE ROOMS ----------- IN WASHINGTON D.C., NEW YORK, NEW YORK, AND CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR MORE INFORMATION ON PUBLIC REFERENCE ROOMS. IN ADDITION, DOCUMENTS FILED WITH THE SEC BY MATTSON MAY BE OBTAINED FREE OF CHARGE BY CONTACTING PETER BROWN OF MATTSON AT (800) MATTSON. DOCUMENTS FILED WITH THE SEC BY CFM MAY BE OBTAINED FREE OF CHARGE BY CONTACTING JEFF RANDALL OF CFM AT (610) 280-8300. MATTSON AND ITS DIRECTORS AND CERTAIN OF ITS EXECUTIVE OFFICERS MAY BE DEEMED, UNDER SEC RULES, TO BE SOLICITING PROXIES FROM MATTSON'S AND CFM'S STOCKHOLDERS IN FAVOR OF THE PROPOSED MERGER. INFORMATION REGARDING THE IDENTITY OF THESE PERSONS, AND THEIR INTERESTS IN THE SOLICITATION, IS SET FORTH IN A SCHEDULE 14A FILED WITH THE SEC ON JULY 13, 2000, AND AVAILABLE FREE OF CHARGE AT THE SEC WEBSITE AND PUBLIC REFERENCE ROOMS, AND FROM THE MATTSON CONTACT NAMED ABOVE. [LOGO OF MATTSON THE POWER OF THREE] 2 Overview - ------------------------------------------------- . The Market & the Business Cycle . Mattson history & strategy . What is the deal and "Why it's great!" . the New Mattson Technology . Integration Issues or "Why it's bad!" [LOGO OF MATTSON THE POWER OF THREE] 3 Semiconductor Equipment "We ARE an Internet Infrastructure Co." !@X*XO&! - ------------------------------------------------- Size CAGR Status Leading Electronics Industry $1 Trillion 9% Industry Semiconductors $150 Billion 16% "Driver" Semi Equip $40 Billion 20% "Enabler" [LOGO OF MATTSON THE POWER OF THREE] 4 We appear to be early in the cycle - ------------------------------------------------- Global GDP Growth VS. Semiconductor Revenue Growth [GRAPH COMPARING GLOBAL GDP GROWTH WITH SEMICONDUCTOR REVENUE GROWTH OVER THE PERIOD FROM 1970 TO 2000 (ESTIMATED)] [LOGO OF MATTSON THE POWER OF THREE] 5 Mattson History - ------------------------------------------------- '89 Founded by Brad Mattson Founder of Novellus '93 to '96 CAGR = 175% '99 sees 75% growth with CVD coming on 1989 1991 1993 1995 1997 1999 2000 '96 to '98 Investments in new products during downturn 2000 $200M Revenue (greater than)500 employees [LOGO OF MATTSON THE POWER OF THREE] 6 Next 10 years we need "Technology with Productivity" - ------------------------------------------------- Productivity Factors Last 10 Yrs Next 10 Yrs Positive Effects - Yield 3X 1.1X Feature Size (2x)2 4X 5X Wafer Size (2x)2 4X 2.2X Capital Utilization 1.5X 1.2X Productivity Gains +72X +14X Negative Effects -- Equipment Cost -3X -2X Equipment Throughput -1.3X +3X Capital Productivity -4X +1.3 Net Productivity +18X +18X Source: Intel & Company data [LOGO OF MATTSON THE POWER OF THREE] 7 Mattson Combines Productivity & Technology - ------------------------------------------------- [PHOTOGRAPH OF ASPEN PLATFORM] Aspen Platform Aspen Strip and LiteEtch [DIAGRAM OF ASPEN PLATFORM WITH PROCESS CHAMBERS] Aspen PECVD [DIAGRAM OF ASPEN PLATFORM Process Chambers WITH PROCESS CHAMBERS] Aspen RTP [DIAGRAM OF ASPEN PLATFORM WITH PROCESS CHAMBERS] [LOGO OF MATTSON THE POWER OF THREE] 8 What's the deal and why? - ------------------------------------------------- . This is a simultaneous merger of 3 companies. . The deal is expected to close in January 2001 . Stock Transaction [PIE CHART SHOWING OWNERSHIP BREAKDOWN OF COMBINED ENTERPRISE] CFM 12% Steag 32% Mattson 56% Why? . Critical Mass . Mulitiple Product Lines . BIG part of our Customer's Business [LOGO OF MATTSON THE POWER OF THREE] 9 This seems to be a good deal Based on Market cap to revenue ratios - ------------------------------------------------- CFM/Steag Mattson Combined Mattson Sales ($M) $300 $200 $500* Gross Margin 39% 54% 46% Rev Multiple @ $15 0.8 1.6 1.1 $20 1.1 2.2 1.5 $30 1.6 3.3 2.3 $40 2.2 4.4 3.1 Comp Companies 3.2 6.0 4.6 . Market Cap/Rev ratios for 52% margin firms is 6.0X (AMAT, NVLS, KLIC, AEIS, CYMR ) . Market Cap/Rev ratios for 41 % margin firms is 3.2X (LRCX, ASML, GSNX, PRIA, SVGI, DPMI ) * Pro-forma based on YTD and estimates for balance of 2000. [LOGO OF MATTSON THE POWER OF THREE] 10 Key Industry Trends Consolidation in the Equipment Industry - ------------------------------------------------- 1997 . Applied Materials . Asyst . Brooks Automation . Eaton SED . Electroglas . ETEC . Equipe Technologies . Fab Solutions . Fairchild . Fusion Systems . Irvine Optical Corporation . KLA . Tencor . Knights Technology . MECS . Novellus . Obsidian . PRI Automation . Promis Systems . Varian SEG 2000 . Applied Materials . Asyst . Brooks Automation . Eaton SED . Electroglas . KLA-Tencor . Novellus . PRI Automation [LOGO OF MATTSON THE POWER OF THREE] 11 Key Industry Trends The Big Are Getting Bigger - ------------------------------------------------- Percentage of Total Industry Sales from Top 10 Suppliers 1994 58.2% 1995 59.3% 1996 59.5% 1997 62.5% 1998 64.8% 1999 68.9% Source: Morgan Stanley Dean Witter [LOGO OF MATTSON THE POWER OF THREE] 12 Taking the Leap to a Top 15 Company - ------------------------------------------------- `00 Rank Company 2000 Rev. Est* Growth (%). 1 Applied Materials $11,000M 146% 2 Tokyo Electron Ltd. $5,900M 68% 3 Nikon $2,350M 95% 4 ASM Lithography $2,100M 89% 5 KLA-Tencor $1,885M 119% 6 Lam Research $1,600M 118% 7 Novellus Systems $1,350M 130% 8 Canon $1,200M 90% 9 Silicon Valley Group $950M 69% 10 Varian $810M 140% 11 Dainippon Screen $805M 106% 12 Axcelis (Eaton) $670M 110% 13 Hitachi $582M 90% 14 Mattson (est.) $460-500M 380%** 15 Kokusai $361M 49% * TOP 15 FRONT END PROCESS COMPANIES (SOURCE FOR ESTIMATES: MSDW OR COMPANY) ** YEAR OVER YEAR GROWTH RATE COMPARED TO MATTSON STAND ALONE REVENUE IN 1999 OF $103M [LOGO OF MATTSON THE POWER OF THREE] 13 Combined Company Overview - -------------------------------------------------
[LOGO OF MATTSON TECHNOLOGY] [LOGO OF STEAG] [LOGO OF CFM] Products Leading Supplier: Dry Strip, Broad Portfolio: RTP, Technology Leader in PECVD, RTP & batch LPCVD & Wet Processing Wet Process Equipment Epi Products Products Employees 500+ Employees Worldwide 1000+ Employees Worldwide 300+ Employees Worldwide Sales Expect. 2000 revenue: $200M 1999 Annual Sales 250M$ Expect. 2000 rev: $52M Installed Base Installed Base>1100 Tools Installed Base>800 Tools Installed Base>200 Tools
[LOGO OF MATTSON THE POWER OF THREE] 14 Multi-Product & Multi-Technology Company #1 or #2 in More than One Market - ------------------------------------------------- Market Position Dry Strip Mattson Strip #1 in 1999 #1 RTP Lamp-based Steag product line to #2 be complemented by susceptor- based Mattson product Wet Processing Steag market & engineering #4-5 leadership combined with CFM technology leadership Source: Dataquest [LOGO OF MATTSON THE POWER OF THREE] 15 What companies have succeeded with a multi-product strategy? - -------------------------------------------------
Top 7 Equipment Suppliers + Mattson Equipment Segment Applied TEL Mattson Nikon ASM Lam Canon Novellus Steppers #1 #2 Photoresist Processing #1 Automated Wet Stations Dry Strip #1 Dry Etch #1 #2 Chem. Mech. Polishing #1 Diffusion/Tube CVD #1 Non-Tube Reactor CVD #1 #2 Sputtering #1 Electrochemical Dep. #1 #2 Silicon Epitaxy #1 Implant RTP #1 #2
Shows products lines that are #1 or #2 in '99 market share [LOGO OF MATTSON THE POWER OF THREE] 16 We Provide Solutions Greater than 40% of the Process Steps in a Fab - ------------------------------------------------- [GRAPHIC SHOWING CROSS SECTIONS OF 0.15 (MU) LOGIC AND 64 DRAM CHIPS WITH THE VARIOUS LAYERS LABELED] [LOGO OF MATTSON THE POWER OF THREE] 17 Strong Position at Top 20 Manufacturers (top 20 buys 80% of equipment) - ------------------------------------------------- Customer [LOGO OF INTEL] Intel [LOGO OF Samsung] Samsung [Y][Z] [LOGO OF IBM] IBM [X][Y][Z] [LOGO OF TSMC] TSMC [X][Z] [LOGO OF TI] TI [X][Y] [LOGO OF STM] STM [X][Z] [LOGO OF UMC] UMC Group [X][Y][Z] [LOGO OF NEC] NEC [X] [Z] [LOGO OF Micron] Micron [Z] [LOGO OF Toshiba] Toshiba Customer [LOGO OF AMD] AMD [X][Z] [LOGO OF Winbond] Winbond [X] [LOGO OF Motorola] Motorola [Y][Z] [LOGO OF Phillips] Phillips [Y] [LOGO OF Fujitsu] Fujitsu [X] [LOGO OF Infineon] Infineon [X][Y][Z] [LOGO OF Lucent] Lucent [Z] [LOGO OF Nan Ya] Nan Ya [X][Z] [LOGO OF Chartered] Chartered [X][Z] [LOGO OF Hitachi] Hitachi [X][Z] [X] Mattson [Y] CFM [Z] Steag [LOGO OF MATTSON THE POWER OF THREE] 18 Strong in the Fastest Growing Market "Vendor of Choice for Foundries" - ------------------------------------------------- Largest Foundries #1 Strip Vendor TSMC Mattson WaferTech Mattson UMC Mattson USIC Mattson USC Mattson Silicon Integrated Systems Mattson WSMC Mattson Winbond Mattson Chartered Mattson Chartered CSP (JV HP) Mattson Chartered SMP (JV Lucent) GSNX Foundries 26% CAGR [BAR GRAPH SHOWING WORLDWIDE PROJECTED ANNUAL SALES BY FOUNDRIES, 1998-2003] [LOGO OF MATTSON THE POWER OF THREE] 19 New Company Logo: [LOGO OF MATTSON] Company Name: Mattson Technology Headquarter: Fremont, California NASDAQ: MTSN [GRAPHIC OF THREE INTERLOCKING CIRCLES, ONE DISPLAYING CFM LOGO, ONE DISPLAYING STEAG LOGO AND ONE DISPLAYING MATTSON LOGO] [LOGO OF MATTSON THE POWER OF THREE] 20 Total Available Market for combined companies Both Current AND Future Revenue Drivers - ------------------------------------------------- Market Size ($M) [BAR GRAPH SHOWING ACTUAL AND PROJECTED MARKET SIZE OF CVD, COPPER, EPI, WET, RTP AND STRIP SEGMENTS FOR THE YEARS 1998-2002, INCLUDING BREAKDOWN OF EACH SEGMENT AS A PERCENTAGE OF THE TOTAL AVAILABLE MARKET] CVD 26% Copper 55% Epi 23% Wet 28% RTP 36% Strip 28% [LOGO OF MATTSON THE POWER OF THREE] 21 Product Line Status (Market Share) Good Balance, BUT need all arrows going up - ------------------------------------------------- [GRAPH SHOWING MARKET SHARE DEVELOPMENT TRENDS FOR COPPER, LPCVD, PECVD, WET, RTP, STRIP AND EPI PRODUCT LINES OF COMBINED ENTERPRISE] [LOGO OF MATTSON THE POWER OF THREE] 22 Plasma Products Leading Market Share and Best Technology - ------------------------------------------------- Strip: Resist strip & clean . #1 Market Share in 200mm (*30%), but maybe 50% Market Share on 300mm . Technology Leadership with ICP technology, adv. cleans, 300mm [GRAPHIC OF STRIP PROCESS CHAMBER] [GRAPHIC SHOWING CROSS SECTION OF A CHIP WITH LAYERS LABELED] CVD: Deposit dielectric films . "Best" PECVD technology . Increasing market share. Sales increased 400% in 1999 . Aspen III CVD bridge tool a success Copper (CuTek): In Development [LOGO OF MATTSON THE POWER OF THREE] 23 Thermal Products - RTP, LPCVD and Epi The Only True Alternative to the Furnace - ------------------------------------------------- RTP: Rapid Thermal Processing . #2 Market Share - Aspen Platform may be solution to increase share. . Between AG, AST & Mattson have broadest capability: lamp AND susceptor based technology. [GRAPHIC OF RTP PROCESS CHAMBER] LPCVD: In Development . Needed to attack the Furnace market. . Susceptor system may be the solution our customers have been waiting for. EPI: Second strongest growing business . May be #1 in Batch Epi business . Great technical synergies with RTP & LPCVD [LOGO OF MATTSON THE POWER OF THREE] 24 Wet Products - "We can Win !!" Best technology & Best engineering - ------------------------------------------------- STEAG Wet - --------- . Broadest product line . Leading Marangoni Dryer . SC300 "Top Supplier" [PHOTO OF STEAG WET SYSTEM] CFM OMNI(TM) - ------------ . Innovative and Patented System. Strong IP !! . SC300 "Top Supplier" [PHOTO OF CFM OMNI SYSTEM] Combined Company has - -------------------- #4-5 Market Share - Best Technology & Engineering - Most Global Supplier - Best Management Team - Strong 300mm offering We can become the leader in this market !! [LOGO OF MATTSON THE POWER OF THREE] 25 300mm Market Share Shift Next to Applied, the best array of 300mm system - ------------------------------------------------- [PHOTO OF MATTSON ASPEN III SYSTEM] Mattson Aspen III - ----------------- . CVD, Dry Strip . (greater than)25 tools in production . Semiconductor 300, Samsung [PHOTO OF STEAG RTP SYSTEM] [PHOTO OF STEAG WET SYSTEM] STEAG RTP and Wet - ----------------- . (greater than)30 AST 3000 systems . 5 wet systems installed . 3 single tank systems . Semiconductor 300 "Top Supplier" [PHOTO OF CFM OMNI SYSTEM] CFM OMNI(TM) - ------------ . Semiconductor 300 "Top Supplier" . Multiple tools in production [LOGO OF MATTSON THE POWER OF THREE] 26 Financial Overview - ------------------------------------------------- . Mattson has done very well financially . CFM & Steag are not so good, but progress being made . We continue to find more synergies than we expected . Based on prelim. information, deal could be more accretive than estimated earlier . There are still real Investor concerns [LOGO OF MATTSON THE POWER OF THREE] 27 Investor Concerns - ------------------------------------------------- . Lack of information on Steag . CFM's losses & weak balance sheet . Legal conflict between CFM & Steag Wet business . Can CFM & Steag wet business ever be profitable . Delayed Closing is a problem - Why delay? [LOGO OF MATTSON THE POWER OF THREE] 28 Mattson is doing well Financially 100% Growth & Returning to 1999 Model - ------------------------------------------------- Another way to look at the Industry Growth Cycle (Stand alone Mattson Technology Inc. historical and estimates) 1995 1996 1997 1998 1999 2000 Sales ($M) $55 $73 $77 $59 $103 $205 Gross Margin 55% 55% 52% 36% 48% 50% RD&E 11% 16% 19% 35% 19% 14% SG&A 21% 29% 32% 41% 31% 26% Operating Profits 23% 10% 1 % (43%) (1%) 10% 100% Growth Rate Returning to Profitability now 6 Year Revenue & Profitability Cycle [LOGO OF MATTSON THE POWER OF THREE] 29 CFM & Steag behind but improving Estimates for merging companies for 2000 & 2001 - -------------------------------------------------
CFM Steag Mattson 1999 2000 2001 1999 2000 2001 1999 2000 2001 Sales ($M) $32 $52 $95 $147 $249 $358 $103 $200 $281 Gross Margin 33% 38% 43% 32% 38% 39% 48% 51% 54% RD&E 32% 17% 9% 21% 15% 13% 19% 15% 14% SG&A 47% 45% 24% 30% 20% 18% 31% 25% 23% Operating Profits (47%) (24%) 10% (19%) 3% 9% (1%) 11% 17%
Proforma results and models without effects of goodwill and one-time charges [LOGO OF MATTSON THE POWER OF THREE] 30 The New Financial Model Yr. 2001 proforma models and 2002/3 targets - ------------------------------------------------- New 2001 Target CFM Steag Mattson Mattson Model Sales ($M) $95 $358 $281 $734 Gross Margin 43% 39% 54% 46% 50% RD&E 9% 13% 14% 13% 12% SG&A 24% 18% 23% 20% 18% Operating Profits 10% 9% 18% 13% 20% . Based on the synergies we've seen we expect to improve Operating Profits at CFM and Steag . Even with Lower Gross Margin in Wet, Operating Margins will increase as a Percent of Sales . Projections are based on proforma models without effects of goodwill and one-time charges [LOGO OF MATTSON THE POWER OF THREE] 31 Integration - ------------------------------------------------- . Several reasons why this integration will be better than others - Phase Integration, IPO, Dedicated teams - Management Breadth and Depth - Pre-Existing Relationships - Speed [LOGO OF MATTSON THE POWER OF THREE] 32 Integration Planning - ------------------------------------------------- . Dedicated Integration Program Office (IPO) with full-time Top Executive and staff reporting directly to CEO . 4 Phased Integration Plan with first 3 planning Phases actually completed before finalization of the Deal !! . All major Integration Plans targeted to be finished within 60 days of Closing . Internal Dedicated teams as well as outside Consultants being used [LOGO OF MATTSON THE POWER OF THREE] 33 Management Breadth & Depth Management Gap reduced with this deal - ------------------------------------------------- . Steag team has done several integrations and they learned from them . 2nd & 3rd level management teams achieved record quarters despite M&A and due diligence distraction . Significant international management experience in senior management team . Balance in Executive Staff: of 26 Top Managers only 10 from the US, 8 from Europe, and 8 from the pacific Rim [LOGO OF MATTSON THE POWER OF THREE] 34 Pre-Existing Relationships "Cross cultural experience and friendships" - ------------------------------------------------- . Brad Mattson & Roger Carolin work together for 4 years on CFM Board . CFM & Mattson already have Strategic Alliance . Ferdinand Seemann (Mattson Exec VP) was former President of Steag MicroTech . Ludger Viefhous (Steag VP) was CEO of Monsanto Silicon Business, MEMC . Vicky Ruiz, Mattson VP (now in charge of IPO) lived in Germany and was an HR Executive at Daimler Benz [LOGO OF MATTSON THE POWER OF THREE] 35 Finally..... Speed Most Fast Integrations Succeed - ------------------------------------------------- . Slow Integrations - 70 to 80% of acquisitions fail if integration takes > 180 days . Fast Integrations - 70 to 80% of acquisitions Succeed if integration takes [less then] 90 days . Our Timing - Started Integration plans before Definitive Agreement was signed !! - Integration plans should be executed within 60 days after closing [LOGO OF MATTSON THE POWER OF THREE] 36 Wrapping Up Mattson has been Successful in the Past - ------------------------------------------------- CAGR Mattson 40% Industry 6% [LINE GRAPH SHOWING COMPOUND ANNUAL GROWTH RATE IN REVENUE COMPARISON AMONG MTSN, AMAT, NVLS, SYGI, LRCX, FSI, CSNX AND UTEK OVER THE YEARS 1994-1999] [LOGO OF MATTSON THE POWER OF THREE] 37 Taking the Leap to a Top 15 Company - ------------------------------------------------- `00 Rank Company 2000 Rev. Est* Growth (%). 1 Applied Materials $11,000M 146% 2 Tokyo Electron Ltd. $5,900M 68% 3 Nikon $2,350M 95% 4 ASM Lithography $2,100M 89% 5 KLA-Tencor $1,885M 119% 6 Lam Research $1,600M 118% 7 Novellus Systems $1,350M 130% 8 Canon $1,200M 90% 9 Silicon Valley Group $950M 69% 10 Varian $810M 140% 11 Dainippon Screen $805M 106% 12 Axcelis (Eaton) $670M 110% 13 Hitachi $582M 90% 14 Mattson (est.) $460-500M 380%** 15 Kokusai $361M 49% * TOP 15 FRONT END PROCESS COMPANIES (SOURCE FOR ESTIMATES; MSDW OR COMPANY) ** YEAR OVER YEAR GROWTH RATE COMPARED TO MATTSON STAND ALONE REVENUE IN 1999 OF $103M [LOGO OF MATTSON THE POWER OF THREE] 38 Summary "The New Mattson - Highlights" - ------------------------------------------------- . Mattson has great history Growth & Profits . This achieves Critical Mass Now !! - # 14 firm . Very unique Multi-Product Position creates strong ties to Top 20 Customers . Improved Target Financial Model for New Cos . We Plan to integrate quickly, effectively, and Successfully Potential for the 6th largest equipment company [LOGO OF MATTSON THE POWER OF THREE] 39 -----END PRIVACY-ENHANCED MESSAGE-----