INDUSTRY UPDATE SPRING 2016 - Harris Williams · INDUSTRY UPDATE │ SPRING 2016 GLOBAL PHOTONIC SENSORS MARKET EXPECTED TO REACH $18.0 BILLION BY 2021 Sensors Magazine The global

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INDUSTRIAL TECHNOLOGY

INDUSTRY UPDATE │ SPRING 2016

PAGE |

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SUMMARY

1

Daikin Industries Ltd. (TSE:6367), through its subsidiary American Air Filter CompanyInc., has agreed to acquire Flanders Holdings LLC ("Flanders") for $430 million.Flanders is a leading provider of air filters and related equipment for residentialand commercial HVAC markets.Source

Evoqua Water Technologies LLC, a portfolio company of AEA Investors LP, hassigned an agreement to acquire Neptune-Benson, Inc., a portfolio company ofAudax Private Equity. Neptune-Benson is a leading provider of high quality waterfiltration and disinfection products for the recreational, industrial, and municipalwater markets.Source

Rockwell Automation Inc. (NYSE:ROK) has agreed to acquire MagneMotion, Inc., aprovider of intelligent conveying systems and related products used in assemblyautomation, material handling, and transportation applications.Source

Smarteag AG has acquired WaySense Digital Acoustic Sensing (“WaySense”) fromSiemens Convergence Creators GmbH, a subsidiary of Siemens Aktiengesellschaft(DB:SIE). WaySense provides acoustic sensor systems to the oil and gas, road, andrail surveillance markets.Source

Coherent, Inc. (NASDAQ:COHR), has agreed to acquire ROFIN-SINARTechnologies, Inc. (NASDAQ:RSTI) (“ROFIN”) in a transaction valued atapproximately $942 million. ROFIN is a leading provider of laser sources and laser-based system solutions for industrial material processing applications.Source

Dematic GmbH & Co. KG, a portfolio company of AEA Investors LP and Teachers’Private Capital, has acquired NDC Automation Pty. Ltd. (“NDC Automation”). NDCAutomation provides automated guided vehicle (AGV) systems and softwaresolutions for warehouse automation, production automation, and producttransport applications.Source



PUBLIC MARKETS | KEY TRADING STATISTICS

CONTENTS

RECENT M&A ACTIVITY

WHAT WE’RE READING

PUBLIC MARKETS

M&A MARKET TRENDS

ECONOMIC UPDATE

PUBLIC COMPARABLES

CONTACTS

John ArendaleManaging [email protected]+1 (804) 648-0072

Jeffery PerkinsManaging [email protected]+49 (69) 3650638 13

Jay [email protected]+1 (617) 654-2114

Lars [email protected]+49 (69) 3650638 12

Alex [email protected]+44 (20) 7518 8918

Mike WilliamsVice [email protected]+1 (804) 932-1366

Nicholas [email protected]+1 (617) 654-2134

M&A | SELECT RECENT ACTIVITY

Stock Price % Change TEV / EBITDA TEV / LTM EBITDA LTM Margins

Sub-Sector Median 1 Month 12 Month LTM 2016E Apr-15 Oct-15 Gross EBITDA

Test and Measurement

Instrumentation 0.9% (3.0%) 11.9x 10.6x 13.0x 12.1x 37.7% 16.1%

Sensors 3.6% (8.2%) 12.0x 10.3x 12.6x 11.6x 39.1% 20.5%

Technology and Software 9.9% 19.4% 13.8x 10.5x 16.0x 11.6x 45.8% 16.8%

Life Sciences and Laboratory 2.7% 9.1% 16.7x 15.4x 14.5x 15.5x 49.5% 23.6%

Flow Control

Pumps and Filtration 1.8% (14.9%) 12.1x 10.8x 12.2x 11.1x 33.9% 16.1%

Valves and Fittings 3.8% (4.1%) 10.2x 10.2x 11.3x 9.8x 32.9% 14.5%

Process / Motion Control

Motion and Drives 3.4% (5.9%) 11.1x 9.7x 13.0x 10.5x 35.2% 16.2%

Intelligent Automation 3.8% (15.3%) 10.4x 10.2x 11.7x 9.7x 36.9% 12.1%

Actuators and Positioners 5.8% (10.3%) 9.3x 9.7x 9.8x 8.3x 31.1% 15.0%

Condition Monitoring (1.4%) (6.6%) 12.4x 9.5x 13.2x 12.0x 46.1% 18.8%

Test Services

Testing, Inspection, and Certification 5.0% 1.4% 12.4x 11.5x 11.6x 10.7x 32.2% 19.1%

Engineering and Consulting 6.4% (30.5%) 9.9x 7.9x 10.7x 8.7x 18.2% 7.0%

http://www.harriswilliams.com/

https://www.daikin.com/press/2016/160209_2/index.html

http://www.neptunebenson.com/neptune-benson-acquired-by-evoqua/

http://www.rockwellautomation.com/en_ZA/news-innovation/press-releases/2016/magnemotion-acquisition.page?

http://www.smarteag.com/en/news/siemens-convergence-creators-supplies-smarteag-ag-with-waysense-technology/

http://www.coherent.com/AcquiresRofin/?id=2&lang=en

https://www.dematic.com/fr-fr/news-and-downloads/news-and-events/press-releases/2016/2016/03/21/19/48/2016-03-21-dematic-acquires-ndc-automation

mailto:[email protected]







PAGE |

WHAT WE’RE READING

2

GLOBAL ROBOTIC VISION MARKET EXPECTED TO REACH $5.2 BILLION BY 2020

U.S. AUTOMAKERS AGREE TO ADOPT CRASH-AVOIDANCE BRAKING BY 2022

GLOBAL INDUSTRIAL VALVES MARKET EXPECTED TO REACH $98.5 BILLION BY 2019

According to recent industry reports, the global robotic vision market is expected to grow from $3.1 billion in 2015 to$5.2 billion in 2020, representing a compounded annual growth rate of 10.8%. Robotic vision is used in industries forimproved sanitation, correct packaging, and material handling operations due to strict government regulations andincreasing public awareness regarding food and beverage safety. The APAC region is expected to hold the largestshare by 2020, driven by increased industrialization, lack of skilled labor, government initiatives, and increaseddemand for safety and accuracy. Furthermore, the automotive industry is increasingly using robotic vision for productinspection, welding, and material handling applications.

Bloomberg

Twenty major automakers will announce a voluntarily agreement to equip cars and trucks with automaticemergency-braking systems designed to detect and prevent crashes without driver action, according to sourcesfamiliar with the matter. The agreement will specify that almost all U.S. cars and trucks will include the technology by2022. The U.S. Transportation Department and the insurance industry have been in talks since last year on voluntarycommitments that would cover most new models. Automatic emergency braking systems use radar or other sensorsto detect an imminent crash and, if needed, engage the brakes to avoid or minimize the impact of a rear-endcollision.

Read the full article here.

Flow Control Magazine

The global industrial valves market is expected to grow from $86.8 billion in 2016 to $98.5 billion by 2019, representing acompounded annual growth rate of 4.3%. Growth in chemical and other process manufacturing output, electricpower generation, and construction activity is expected to stimulate the rise in demand. Sales will also grow asdeveloping countries expand water infrastructure and other nations make efforts to upgrade and improve watersystems. The U.S. market is expected to be stimulated by improving economic conditions and further businessinvestment growth.




GLOBAL PHOTONIC SENSORS MARKET EXPECTED TO REACH $18.0 BILLION BY 2021

Sensors Magazine

The global photonic sensors market is expected to grow from $8.0 billion in 2016 to $18.0 billion by 2021, representing acompounded annual growth rate of 17.7%. The need for enhanced safety and security solutions, better alternativesfor conventional technology and increasing adoption of wireless sensing technology are factors that drive thephotonic sensor market. Presently, North America dominates the world photonic sensors market owing to wide-ranging applications of photonic sensors in the region. Asia-Pacific is expected to be the fastest growing region in theworld photonic sensors market, with Japan being the forerunner in the development of advanced photonictechnology.


GLOBAL POSITION SENSORS MARKET EXPECTED TO REACH $9.9 BILLION BY 2022

Sensors Magazine

The global position sensors market is expected to grow from $6.8 billion in 2014 to $9.9 billion by 2022, representing acompounded annual growth rate of 4.8%. Increasing demand for electronics and sensor systems in automobiles isexpected to augment demand. Factors such as the need for contactless technologies, requirement for lower CO2emissions, and improvement in reliability and precision are expected to bolster demand over the forecast period.


http://www.bloomberg.com/news/articles/2016-03-16/u-s-automakers-agree-to-install-crash-avoidance-braking-systems

http://www.flowcontrolnetwork.com/global-valve-demand-projected-to-rise-4-3-percent-annually/?utm_source=newsletter_021016&utm_medium=email&utm_campaign=newsletter

http://www.sensorsmag.com/sensors-products/vision-optical/news/world-photonic-sensors-market-expected-reach-18-billion-2021-21302?mkt_tok=3RkMMJWWfF9wsRokuK/Kce/hmjTEU5z17e0tWK%2B2iokz2EFye%2BLIHETpodcMSsZrPLHYDBceEJhqyQJxPr3HJdQN18R7RhHnDg%3D%3D

http://www.sensorsmag.com/sensors-products/position-presence-proximity/news/position-sensors-market-worth-993-billion-2022-21438?mkt_tok=3RkMMJWWfF9wsRokuKTIcu/hmjTEU5z17e0tWK%2B2iokz2EFye%2BLIHETpodcMS8JqMr/YDBceEJhqyQJxPr3HJdQN18R7RhHnDg%3D%3D

PAGE |

M&A TRANSACTIONS

3

RECENT M&A TRANSACTIONS



Date Target Vertical Business Description Acquirer

3/31/2016 Advantar Laboratories,

Inc.

Test Serv ices Prov ides product development serv ices for the biotechnology and

pharmaceutical industries.

Eurofins Scientific SE

3/22/2016 PennTech Machinery

Corporation

Process and Motion

Control

Offers v ial washing and trayloading machinery for the pharmaceutical,

biotech, and life sciences industries.

SP Industries, Inc.

3/21/2016 NDC Automation Pty. Ltd. Process and Motion

Control

Prov ides automated guided vehicle (AGV) systems and software for

warehouse automation, production automation, and product transport

applications.

Dematic Corp.

3/18/2016 Senmatic A/S Test and Measurement Offers electronic products and sensors for the measurement of

temperature, humidity, and gases.

Indutrade AB (publ)

3/16/2016 Rofin-Sinar Technologies

Inc.

Process and Motion

Control

Offers laser-based system solutions for industrial material processing

applications.

Coherent Inc.

3/15/2016 Neptune-Benson, Inc. Flow Control Prov ides filtration and disinfection products for recreational, industrial,

and municipal water markets.

Evoqua Water

Technologies LLC

3/14/2016 telerobot s.p.a Process and Motion

Control

Offers industrial machinery and automation systems for industrial

production processes.

I .M.A. Industria Macchine

Automatiche S.p.A.

3/14/2016 Test & Measurement

Solutions NV

Test and Measurement Prov ides test, measurement, and precision assembly solutions. Averna Technologies Inc.

3/11/2016 CTG Advanced Materials,

LLC

Process and Motion

Control

Offers high-performance piezoelectric single crystals for defense and

ultrasonic industries.

CTS Corporation

3/11/2016 ams Laboratories Pty Ltd. Test Serv ices Prov ides test serv ices in the areas of general microbiology, sterile

products, chemistry and toxicology, environmental, and probiotics.


3/10/2016 SYN-TEK Automation Co.,

Ltd.

Process and Motion

Control

Prov ides industrial automation equipment and related products. Delta Electronics Inc.

3/9/2016 Gems Conveyor

Installation, Inc.

Process and Motion

Control

Offers installation, modification, de-installation, relocation, and testing

assistance serv ices for material handling applications.

Hy-Tek Material Handling,

Inc.

3/4/2016 Advanced Precision Inc. Process and Motion

Control

Prov ides production and electrical discharge machining solutions for

medical devices and instrumentation, aerospace, precise machine

components, and a variety of other applications.

ARCH Global Precision LLC

3/3/2016 Bertel SPA Test and Measurement Offers electronic devices and systems for high voltage electricity

networks.

Tesmec S.p.A.

3/2/2016 Global EMC Inc. Test Serv ices Prov ides electromagnetic compatibility, wireless, and product safety

testing serv ices.

TÜV SÜD America Inc.

3/2/2016 LaserGen, Inc. Test and Measurement Prov ides DNA sequencing technologies for life sciences and research

applications.

Agilent Technologies, Inc.

2/29/2016 HCD Group Ltd. Test Serv ices Prov ides building compliance test serv ices to the building development

sector.

Bureau Veritas SA

2/22/2016 CAS Clean-Air-Serv ice AG Test Serv ices Offers mobile and monitor particle counters, germ samplers, air velocity

meters, flow-rate measuring hoods, and aerosol technology products

for clean-air filtering applications.

Particle Measuring Systems,

Inc.

2/22/2016 Newport Corp. Test and Measurement Prov ides technology products and systems for scientific research,

microelectronics, defense and security, life and health sciences, and

industrial markets.

MKS Instruments, Inc.

2/16/2016 Schroeder Industries, Inc. Process and Motion

Control

Offers filtration solutions for hydraulic, lubrication, fuel, and process

systems used in industrial, mining, oil and gas, steel, power generation,

and other markets.

Aalberts Industries NV

2/16/2016 USA Fastener Group, Inc. Process and Motion

Control

Prov ides fasteners and machining serv ices for the industrial market. MW Industries, Inc.

PAGE |

M&A TRANSACTIONS

4



RECENT M&A TRANSACTIONS (CONTINUED)

Date Target Vertical Business Description Acquirer

2/15/2016 Admaterials Technologies

Pte Ltd

Test Serv ices Prov ides test serv ices for construction materials, chemical and

environmental, and industrial applications.

Exova Group plc

2/12/2016 IMI Holding Corp. Process and Motion

Control

Offers magnetic assemblies and magnetic separation devices for work

holding, lifting, fixturing, conveying, and magnetic separation

applications.

DNS Capital, LLC

2/12/2016 CyberMetrix, Inc. Test Serv ices Prov ides test cells, equipment, and serv ices for engine and power

systems.

SGS SA

2/12/2016 Inel SAS Test and Measurement Offers X-ray diffractometers and instrumentation for the life sciences

industry.

Thermo Fisher Scientific,

Inc.

2/10/2016 MagneMotion, Inc. Process and Motion

Control

Prov ides linear synchronous motor products and systems used in

assembly automation, material handling, and transportation

applications.

Rockwell Automation Inc.

2/9/2016 Flanders Holdings LLC Flow Control Prov ides air filters and related equipment to the residential and

commercial HVAC market, as well as the electronics, chemical,

pharmaceuticals, nuclear power, and other industries.

American Air Filter

Company, Inc.

2/8/2016 Delta Instruments B.V. Test and Measurement Offers analytical instruments for dairy industries and milk control

laboratories.

Perten Instruments AB

2/5/2016 Electronic Systems

Protection, Inc.

Process and Motion

Control

Prov ides energy intelligence and power protection solutions for

commercial and industrial applications.

Ametek Inc.

2/5/2016 Brookfield Engineering

Laboratories, Inc.

Process and Motion

Control

Prov ides v iscometers and rheometers for laboratory and online process

control applications.

Ametek Inc.

2/2/2016 Asistencia Técnica

Industrial, S.A.E.

Test Serv ices Prov ides test and inspection serv ices and systems for environmental,

industrial, construction, and other applications

TÜV SÜD AG

2/2/2016 Kalibrix GmbH Test Serv ices Offers test serv ices for the automotive, electronics, general industrial,

and aerospace industry.

Trescal SA

1/29/2016 TDC Filter Manufacturing

Inc.

Flow Control Prov ides cartridge filters, pleated bags, minipleat filters, HEPA filters,

panel filters, dust collector filter bags, and accessories for industries such

as oil and gas, chemical, pharmaceutical, and other end users.

BHA Altair, LLC

1/29/2016 Nordic Air Filtration A/S Flow Control Offers air inlets/gas turbines, industrial air filtration products, baghouse

filters, HVAC filters, and accessories for cement, metal/aluminum, food

and beverage, chemical, and a variety of other industries.

Hengst Automotive SE

1/25/2016 ZF TRW Automotive

Holdings Corp.,

Engineered Fasteners and

Process and Motion

Control

Prov ides of engineered fastening systems and interior technical

components to the automotive OEM market.

I llinois Tool Works Inc.

1/25/2016 CD-adapco Group, Inc. Test and Measurement Prov ides engineering simulation and design exploration solutions for

aerospace, industrial, electronics, energy, life sciences, and a variety of

other industries.

Siemens Aktiengesellschaft

1/22/2016 General Ecology, Inc. Flow Control Offers point-of-use water purification systems for commercial

aerospace, residential, restaurant, portable, and other end markets.

Loar Group, Inc.

1/22/2016 Endeavour International

Limited

Flow Control Prov ides crimping, cutting, skiv ing, and tube flaring machinery a variety

of industrial applications.

I .M.M. Hydraulics (U.K.)

Limited

1/15/2016 Anadigics, Inc. Process and Motion

Control

Prov ides radio frequency solutions for infrastructure and mobile

communications, and other markets.

I I -VI Incorporated

1/13/2016 Sinensis Life Sciences B.V. Test Serv ices Prov ides laboratory testing and manufacturing serv ices for the life

sciences industry.


1/7/2016 Primo Instrument Test and Measurement Prov ides test and measurement equipment to the aerospace and

automotive sectors.

Trescal SA

1/4/2016 Accutest Laboratories,

Inc.

Test Serv ices Prov ides environmental analytical test serv ices to industrial,

engineering, consulting, and government clients.

SGS North America Inc.

PAGE |

PUBLIC MARKETS OVERVIEW

5



TEV / LTM EBITDA TEV / 2016E EBITDA

Test and Measurement Flow Control Process / Motion Control Test Serv ices

NET DEBT / LTM EBITDA AVERAGE EBITDA MARGIN (2014 – 2016P)

AVERAGE CAPEX / REVENUE (2014 – 2016P) RESEARCH & DEVELOPMENT / LTM REVENUE

9.9x

12.4x

12.4x

9.3x

10.4x

11.1x

10.2x

12.1x

16.7x

13.8x

12.0x

11.9x

Engineering and Consulting

Testing, Inspection, and Certification

Condition Monitoring

Actuators and Positioners

Intelligent Automation

Motion and Drives

Valves and Fittings

Pumps and Filtration

Life Sciences and Laboratory

Technology and Software

Sensors

Instrumentation

7.9x

11.5x

9.5x

9.7x

10.2x

9.7x

10.2x

10.8x

15.4x

10.5x

10.3x

10.6x






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

2.1x

2.1x

1.4x

2.4x

0.4x

1.4x

1.7x

1.2x

1.8x

1.7x

3.0x

1.4x






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

10.2%

17.7%

21.4%

15.2%

16.1%

17.4%

15.1%

16.3%

22.1%

16.2%

19.7%

17.0%






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

4.1%

4.6%

3.9%

2.4%

2.7%

3.0%

2.5%

3.2%

4.0%

3.4%

4.0%

2.8%






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

0.2%

0.3%

11.1%

3.2%

3.9%

4.0%

1.2%

2.3%

5.6%

8.4%

4.2%

6.9%






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

PAGE |

0

50

100

150

200

250

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

Nu

mb

er

ofA

nn

ou

nc

ed

M&

A D

ea

ls

GLOBAL M&A TRENDS

6

GENERAL MARKET OBSERVATIONS

INDUSTRIAL TECHNOLOGY QUARTERLY M&A ACTIVITY

The global M&A industry saw $4.7 trillion in deals announced during 2015, a 42.2% increase compared to the $3.3trillion completed during 2014.

The U.S. M&A environment remains strong with aggregate deal value increasing by 64.3% in 2015 relative to2014 despite deal volume decreasing by 1.6% over the same time period.

European M&A activity increased by 2.9% from 2014 to 2015, with aggregate deal value increasing by 7.7%.

The global Industrial Technology sector saw 144 deals close during Q1 2016, representing a 17.2% decrease from Q42015.



2010 2011 2012 2013 2014 2015

Transactions

2016

PAGE |

90

100

110

120

130

U.S. EU-28

90

100

110

120

130

U.S. EU-28

98

100

102

104

106

108

U.S. EU-28

(1.0%)

(0.5%)

0.0%

0.5%

1.0%

1.5%

2.0%

Q4

2013

Q1

2014

Q2

2014

Q3

2014

Q4

2014

Q1

2015

Q2

2015

Q3

2015

Q4

2015

U.S. EU-28

ECONOMIC UPDATE

7

INDUSTRIAL PRODUCTION

NEW ORDERS

ECONOMIC SENTIMENT

U.S. Real GDP increased by 0.4% in Q4 2015, increasing at an annual rate of 1.4%.

The increase reflected positive contributions from personal consumptionexpenditures, residential fixed investment, and federal government spending.

PNC economists are forecasting Q1 2016 GDP growth of 2.0% and 2016 growthin the range of 2.3% to 2.5% with unemployment reaching 4.7% in 2016. Strongconsumer spending, housing construction and sales, auto sales, and state andlocal government infrastructure spending are expected to contribute to thepositive growth.

EU-28 Seasonally adjusted GDP in the EU for Q4 2015 rose by 0.5%, with 1.8%

annualized growth.

U.S. Industrial production increased by 0.8% from December 2015 to January 2016.

While manufacturing production remained unchanged, The increase inJanuary is largely due to a rise in heating demand and manufacturing output.Capacity utilization has increased to 77.1% as of January 2016.

EU-28 Industrial production during January 2016 increased by 1.7%, led by an

increase in the production of consumer, capital, and intermediate goods.Capacity utilization has slightly decreased to 81.0% as of January 2016.

U.S. In January 2016, new orders increased by 1.6% after decreasing for two

consecutive months. Transportation equipment, also up following twoconsecutive monthly decreases, led the increase at 11.4%. Manufactureddurable goods also exhibited strong momentum, increasing by 4.7%

EU-28 The EU saw total new orders increase by 0.4% from December 2015 to January

2016, after a total increase of 3.2% in Q4 2015.

U.S. The Leading Economic Index decreased by 0.2% from December 2015 to

January 2016 to reach 123.1. Weaker sentiment was driven by decreasedhousing permits and slowing economic momentum.

EU-28 The Euro Commission Economic Sentiment Index decreased by 1.7% to 106.7 in

January 2016.



GROSS DOMESTIC PRODUCT

Jan-16:

105.2

Jan-16:

106.9

Jan-16:

106.6

Jan-16:

123.1

Jan-16:

106.7

Jan-16:

117.2

Q4:

0.4%

Q4:

0.5%

PAGE |

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PUBLIC COMPARABLES

9



As of April 4, 2016 ($ in Millions, except per share amounts)

TEST AND MEASUREMENT

Test and Measurement Public Comparables

LTM Margins Current 1-Month 1-Year % of R&D / Sales TEV / EBITDA

EBITDA Gross TEV Price Change Change LTM High LTM LTM 2016E

Instrumentation

Danaher Corp. 22.9% 52.6% $76,662 $93.75 3.4% 11.4% 96.0% 6.0% 16.3x 14.3x

AMETEK, Inc. 27.5% 36.8% $13,118 $49.32 2.5% (5.9%) 85.5% 3.0% 12.0x 12.0x

Teledyne Technologies Inc. 16.2% 37.9% $3,689 $86.80 (0.8%) (18.8%) 77.6% 18.7% 9.9x 10.1x

National Instruments Corporation 15.9% 74.2% $3,541 $30.02 0.4% (7.4%) 90.6% 18.4% 18.1x 13.4x

Spectris plc 16.7% 57.4% $3,244 $26.05 1.5% (20.2%) 75.4% 8.1% 11.1x 11.1x

I tron, Inc. 7.5% 29.8% $1,820 $41.20 (0.2%) 13.0% 95.2% 8.6% 13.0x 9.6x

Badger Meter Inc. 16.7% 35.9% $1,030 $66.55 (2.1%) 10.9% 95.8% 2.5% 16.4x 15.6x

ESCO Technologies Inc. 15.7% 37.5% $1,023 $38.43 4.4% (0.0%) 96.1% 5.2% 11.8x 9.6x

Jenoptik AG 13.0% 33.8% $977 $16.21 17.3% 21.9% 93.0% 6.2% 10.3x 9.2x

Oxford Instruments plc 12.3% 45.0% $738 $9.44 (6.1%) (23.0%) 59.4% 7.6% 10.6x 9.4x

Median 16.1% 37.7% 0.9% (3.0%) 91.8% 6.9% 11.9x 10.6x

Mean 16.4% 44.1% 2.0% (1.8%) 86.5% 8.4% 12.9x 11.4x

Sensors

Honeywell International Inc. 20.0% 30.7% $90,646 $112.55 4.1% 8.7% 99.2% 4.9% 11.8x 10.8x

Sensata Technologies Holding NV 24.1% 34.5% $9,796 $38.15 4.8% (33.9%) 64.6% 4.2% 13.7x 12.0x

Meggitt PLC 21.0% 39.8% $5,936 $5.72 (5.4%) (30.3%) 69.4% 3.7% 11.6x 9.4x

FLIR Systems, Inc. 22.9% 48.4% $4,374 $32.63 0.8% 5.4% 96.1% 8.5% 12.3x 11.5x

MTS Systems Corporation 13.8% 38.3% $876 $60.55 6.4% (19.6%) 79.0% 4.2% 11.3x 9.9x

First Sensor AG 8.1% 47.9% $161 $12.15 3.1% 3.3% 82.4% 0.2% 13.3x 6.6x

Median 20.5% 39.1% 3.6% (8.2%) 80.7% 4.2% 12.0x 10.3x

Mean 18.3% 39.9% 2.3% (11.1%) 81.8% 4.3% 12.3x 10.0x


Hexagon AB 28.8% 59.9% $15,627 $38.27 9.1% 5.4% 16.6% 10.3% 16.4x 14.2x

Mistras Group, Inc. 9.5% 29.9% $841 $25.35 10.7% 33.4% 95.8% 0.3% 12.4x 10.5x

Muehlbauer Holding AG & Co. KGaA 24.0% 38.8% $528 $39.37 14.5% 98.0% 98.3% NM 7.1x 9.6x

FARO Technologies Inc. 7.7% 52.8% $374 $31.49 (7.6%) (48.8%) 49.2% 8.4% 15.2x 10.6x

Median 16.8% 45.8% 9.9% 19.4% 72.5% 8.4% 13.8x 10.5x

Mean 17.5% 45.3% 6.7% 22.0% 65.0% 6.3% 12.8x 11.2x


Thermo Fisher Scientific, Inc. 24.5% 45.8% $69,173 $144.05 2.7% 8.2% 99.4% 4.1% 16.7x 15.6x

Agilent Technologies, Inc. 20.4% 51.1% $12,919 $40.01 1.7% (4.9%) 91.8% 7.8% 15.7x 13.7x

Waters Corporation 32.7% 58.7% $10,031 $132.89 4.6% 7.0% 96.7% 5.8% 15.0x 14.2x

Mettler-Toledo International Inc. 22.6% 47.4% $9,913 $350.59 4.8% 9.1% 99.1% 5.0% 18.3x 16.4x

PerkinElmer Inc. 18.6% 45.6% $6,302 $50.16 2.7% (1.2%) 92.0% 5.6% 15.0x 14.0x

Sartorius AG 23.6% 49.5% $5,449 $316.43 (0.6%) 132.4% 78.3% 4.7% 19.1x 15.4x

Bruker Corporation 14.1% 44.9% $4,616 $29.44 3.2% 56.1% 99.1% 9.0% 20.2x 16.4x

FEI Company 24.3% 50.6% $3,348 $89.29 1.9% 14.1% 98.9% 10.3% 14.8x 14.2x

Mesa Laboratories Inc. 29.5% 61.1% $409 $100.72 16.6% 45.7% 79.9% 4.8% 17.7x 16.0x

Median 23.6% 49.5% 2.7% 9.1% 96.7% 5.6% 16.7x 15.4x

Mean 23.3% 50.5% 4.2% 29.6% 92.8% 6.3% 16.9x 15.1x

Overall Median 20.0% 45.6% 2.7% 5.4% 92.0% 5.7% 13.7x 12.0x

Overall Mean 19.1% 45.4% 3.4% 9.3% 84.5% 6.6% 14.0x 12.2x

Stock Performance

PAGE |

PUBLIC COMPARABLES

10

FLOW CONTROL




Flow Control Public Comparables




Pentair plc 17.8% 34.4% $14,184 $53.13 5.1% (16.6%) 76.3% 1.9% 12.4x 11.6x

Xylem Inc. 16.5% 38.4% $7,885 $40.78 6.7% 13.9% 98.7% 2.6% 13.1x 12.3x

Flowserve Corp. 16.7% 34.1% $6,818 $42.56 (3.6%) (24.8%) 71.0% 0.9% 8.9x 10.3x

IDEX Corporation 25.2% 44.9% $6,739 $82.00 4.9% 8.3% 97.5% 1.8% 13.2x 13.2x

Trelleborg AB 15.9% 33.4% $6,117 $19.53 9.4% (2.7%) 88.1% 1.5% 13.1x 10.0x

Colfax Corporation 12.2% 31.6% $4,972 $29.07 5.9% (40.0%) 54.4% 1.0% 10.3x 10.8x

Graco Inc. 27.0% 53.2% $4,944 $83.19 1.8% 15.0% 96.3% 4.6% 14.3x 13.6x

Donaldson Company, Inc. 15.5% 33.8% $4,591 $31.35 (1.0%) (16.0%) 82.3% 2.8% 13.2x 12.8x

IMI plc 18.4% 44.7% $3,960 $13.37 1.8% (29.5%) 71.2% 3.2% 9.3x 11.1x

Essentra plc 18.3% 56.8% $3,518 $11.42 (5.1%) (23.4%) 76.2% 0.7% 11.9x 10.8x

ITT Corporation 16.3% 32.6% $3,015 $36.14 (2.9%) (10.7%) 82.2% 3.2% 7.5x 7.5x

Sulzer, Ltd. 9.6% 30.6% $2,656 $98.95 3.7% (13.4%) 82.4% 2.5% 9.4x 10.4x

SPX FLOW, Inc. 11.4% 33.2% $1,754 $24.10 NM NM 57.3% NM 6.4x 7.2x

Franklin Electric Co., Inc. 14.0% 32.2% $1,596 $31.38 1.1% (17.5%) 78.8% 2.1% 12.4x 11.2x

ESCO Technologies Inc. 15.7% 37.5% $1,023 $38.43 4.4% (0.0%) 96.1% 5.2% 11.8x 9.6x

Gorman-Rupp Co. 13.0% 22.8% $647 $25.71 (5.5%) (14.9%) 78.9% NM 12.2x NA

Median 16.1% 33.9% 1.8% (14.9%) 80.5% 2.3% 12.1x 10.8x

Mean 16.5% 37.1% 1.8% (11.5%) 80.5% 2.4% 11.2x 10.8x

Valves and Fittings

Parker-Hannifin Corporation 14.1% 23.5% $16,266 $109.78 3.2% (7.0%) 87.6% 3.4% 9.7x 10.1x

Aalberts Industries NV 14.9% 61.5% $4,650 $34.47 5.4% 6.1% 94.9% NM 11.6x 10.2x

The Weir Group PLC 16.5% 10.6% $4,468 $15.36 1.4% (40.7%) 52.6% 1.3% 9.6x 11.6x

Curtiss-Wright Corporation 18.7% 35.5% $3,996 $74.79 4.3% (1.3%) 96.4% 2.8% 9.7x 9.6x

Crane Co. 16.6% 34.8% $3,526 $52.83 0.5% (16.1%) 81.6% 2.5% 7.8x 7.9x

Indutrade AB 13.2% 34.0% $2,784 $61.30 6.6% 32.6% 96.7% 1.1% 15.0x 12.7x

Watts Water Technologies, Inc. 9.1% 37.7% $2,154 $54.77 3.2% (0.8%) 90.9% 0.0% 16.1x 10.3x

Mueller Water Products, Inc. 16.2% 30.1% $1,987 $9.92 8.8% (0.5%) 94.6% 0.0% 10.7x 9.6x

Mueller Industries Inc. 7.7% 13.8% $1,637 $29.06 2.7% (19.9%) 78.2% NM 10.1x NA

CIRCOR International, Inc. 11.6% 31.8% $790 $45.99 7.6% (18.1%) 77.7% 0.9% 10.3x 10.9x

Median 14.5% 32.9% 3.8% (4.1%) 89.3% 1.2% 10.2x 10.2x

Mean 13.9% 31.3% 4.4% (6.6%) 85.1% 1.5% 11.1x 10.3x

Overall Median 15.8% 33.9% 3.2% (13.4%) 82.3% 2.0% 11.2x 10.6x

Overall Mean 15.5% 34.9% 2.8% (9.5%) 82.3% 2.1% 11.2x 10.6x

Stock Performance

PAGE |

PUBLIC COMPARABLES

11

PROCESS / MOTION CONTROL




Process / Motion Control Public Comparables



Motion and Drives

Siemens Aktiengesellschaft 10.8% 29.1% $101,242 $104.15 5.3% (5.8%) 87.9% 5.9% 11.1x 8.8x

Danaher Corp. 22.9% 52.6% $76,662 $93.75 3.4% 11.4% 96.0% 6.0% 16.3x 14.3x

ABB Ltd. 12.8% 28.9% $44,550 $19.50 5.7% (10.7%) 84.4% 3.9% 9.8x 9.7x

Schneider Electric SE 14.3% 37.0% $41,564 $61.70 0.0% (24.0%) 72.0% 2.1% 10.0x 9.3x

Nidec Corporation 16.2% 23.0% $19,603 $65.97 (8.9%) (4.3%) 64.3% 4.4% 12.4x 9.9x

Rockwell Automation Inc. 20.5% 42.7% $14,147 $111.95 4.3% (0.8%) 88.1% 4.7% 11.2x 11.4x

AMETEK Inc. 27.5% 36.8% $13,118 $49.32 2.5% (5.9%) 85.5% 3.0% 12.0x 12.0x

Rexnord Corporation 16.5% 35.2% $3,531 $20.15 5.2% (24.2%) 72.7% 2.0% 11.0x 9.4x

Yaskawa Electric Corp. 12.3% 32.8% $3,172 $11.12 (10.0%) (23.4%) 68.1% 4.0% 7.5x 7.1x

Median 16.2% 35.2% 3.4% (5.9%) 84.4% 4.0% 11.1x 9.7x

Mean 17.7% 35.6% 2.2% (8.0%) 81.4% 4.0% 11.7x 10.6x


ABB Ltd. 12.8% 28.9% $44,550 $19.50 5.7% (10.7%) 84.4% 3.9% 9.8x 9.7x

Fanuc Corporation 40.9% 49.7% $21,812 $151.75 (1.8%) (32.3%) 59.1% 4.7% 9.3x 10.7x

Rockwell Automation Inc. 20.5% 42.7% $14,147 $111.95 4.3% (0.8%) 88.1% 4.7% 11.2x 11.4x

Metso Corporation 13.2% 31.1% $3,787 $23.94 (0.7%) (20.0%) 73.0% 1.9% 8.9x 9.0x

KUKA Aktiengesellschaft 8.1% 23.5% $3,745 $103.47 6.9% 32.2% 98.2% 3.6% 14.3x 12.6x

Krones AG 9.6% 100.0% $3,485 $119.46 3.3% 9.8% 89.6% 0.0% 10.5x 9.5x

ATS Automation Tooling Systems Inc. 11.4% 24.9% $908 $8.13 4.8% (25.9%) 63.9% NM 10.2x 9.3x

FARO Technologies Inc. 7.7% 52.8% $374 $31.49 (7.6%) (48.8%) 49.2% 8.4% 15.2x 10.6x

Median 12.1% 36.9% 3.8% (15.3%) 78.7% 3.9% 10.4x 10.2x

Mean 15.5% 44.2% 1.9% (12.1%) 75.7% 3.9% 11.2x 10.4x


Eaton Corporation plc 15.9% 31.7% $36,747 $62.65 8.1% (7.4%) 84.9% 3.0% 11.1x 10.9x

Parker-Hannifin Corporation 14.1% 23.5% $16,266 $109.78 3.2% (7.0%) 87.6% 3.4% 9.7x 10.1x

Pentair plc 17.8% 34.4% $14,184 $53.13 5.1% (16.6%) 76.3% 1.9% 12.4x 11.6x

Moog Inc. 13.2% 29.0% $2,428 $43.82 (4.8%) (40.8%) 57.9% 5.5% 7.5x 7.8x

Altra Industrial Motion Corp. 13.6% 30.6% $895 $27.34 9.1% (3.4%) 92.6% 2.4% 8.8x 9.3x

CTS Corporation 16.8% 33.4% $442 $15.61 6.5% (13.1%) 77.1% 5.9% 6.9x 6.8x

Median 15.0% 31.1% 5.8% (10.3%) 81.0% 3.2% 9.3x 9.7x

Mean 15.2% 30.4% 4.5% (14.7%) 79.4% 3.7% 9.4x 9.4x


AMETEK Inc. 27.5% 36.8% $13,118 $49.32 2.5% (5.9%) 85.5% 3.0% 12.0x 12.0x

SKF AB 12.3% 24.6% $10,017 $17.45 (2.1%) (33.5%) 61.2% 1.3% 9.0x 7.6x

Teledyne Technologies Inc. 16.2% 37.9% $3,689 $86.80 (0.8%) (18.8%) 77.6% 18.7% 9.9x 10.1x

National Instruments Corporation 15.9% 74.2% $3,541 $30.02 0.4% (7.4%) 90.6% 18.4% 18.1x 13.4x

Cognex Corporation 30.1% 77.2% $2,892 $38.13 (5.5%) (24.5%) 72.7% 15.5% 21.3x 20.9x

MKS Instruments, Inc. 22.2% 44.6% $1,359 $37.85 10.3% 12.2% 95.5% 8.4% 7.5x 8.0x

Isra Vision AG. 21.4% 56.0% $339 $69.31 (2.3%) 1.2% 92.0% 13.9% 12.7x 8.9x

Basler AG 12.0% 47.7% $183 $54.12 (4.5%) (5.9%) 76.7% 7.1% 16.4x 8.7x

Median 18.8% 46.1% (1.4%) (6.6%) 81.6% 11.1% 12.4x 9.5x

Mean 19.7% 49.9% (0.3%) (10.3%) 81.5% 10.8% 13.4x 11.2x

Overall Median 15.9% 35.2% 3.2% (7.4%) 84.4% 4.2% 11.0x 9.7x

Overall Mean 17.0% 40.4% 1.5% (11.4%) 79.1% 5.7% 11.4x 10.4x

Stock Performance

PAGE |

PUBLIC COMPARABLES

12

TEST SERVICES




Test Services

LTM Margins Current 1-Month 1-Year % of TEV / EBITDA

EBITDA Gross TEV Price Change Change LTM High LTM 2016E


SGS SA 19.6% 44.0% $16,726 $2,122.74 4.0% 8.4% 98.9% 15.0x 12.6x

Bureau Veritas SA 19.1% 32.2% $11,950 $22.57 8.7% 1.4% 89.9% 12.4x 11.5x

Intertek Group plc 19.2% 15.9% $8,472 $45.56 3.6% 20.8% 99.5% 13.8x 12.4x

Eurofins Scientific SE 18.1% 18.5% $6,876 $369.42 5.0% 31.4% 89.7% 17.9x 13.3x

ALS Limited 21.0% 91.7% $2,175 $3.01 (5.8%) (18.5%) 59.5% 10.3x 9.5x

Applus Serv ices, S.A. 12.2% 34.8% $1,943 $8.87 7.4% (27.9%) 65.0% 8.6x 8.8x

Team, Inc. 8.0% 28.4% $1,207 $29.99 16.1% (23.2%) 63.1% 15.4x 12.0x

Mistras Group, Inc. 9.5% 29.9% $841 $25.35 10.7% 33.4% 95.8% 12.4x 10.5x

SAI Global Limited 20.1% 35.7% $766 $2.81 3.6% (11.2%) 79.0% 9.2x 7.3x

Median 19.1% 32.2% 5.0% 1.4% 89.7% 12.4x 11.5x

Mean 16.3% 36.8% 5.9% 1.6% 82.3% 12.8x 10.9x


Abengoa SA 8.7% 40.1% $10,965 $0.81 18.0% (79.6%) 19.2% 19.6x 7.7x

FCC, S.A. 12.5% 61.8% $9,690 $8.63 18.9% (30.5%) 64.5% 10.7x 10.0x

Jacobs Engineering Group Inc. 4.7% 16.0% $5,520 $43.04 5.7% (2.8%) 89.2% 9.9x 8.4x

Amec Foster Wheeler plc 6.1% 12.2% $3,825 $6.26 (9.7%) (53.2%) 44.4% 7.8x 7.8x

WSP Global Inc. 6.8% 17.5% $3,634 $30.26 1.7% (12.3%) 97.1% 12.2x 9.4x

ARCADIS NV 7.0% 18.6% $2,114 $18.51 11.3% (44.2%) 51.8% 8.1x 7.0x

Tetra Tech, Inc. 10.7% 18.2% $1,801 $29.58 6.4% 22.8% 98.2% 9.9x 7.9x

Median 7.0% 18.2% 6.4% (30.5%) 64.5% 9.9x 7.9x

Mean 8.1% 26.4% 7.5% (28.6%) 66.3% 11.2x 8.3x

Overall Median 11.5% 29.1% 6.0% (11.8%) 84.1% 11.5x 9.4x

Overall Mean 12.7% 32.2% 6.6% (11.6%) 75.3% 12.1x 9.7x

Stock Performance

PAGE |

HARRIS WILLIAMS & CO.

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SOURCES



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