Building a more powerful safety company Simtronics ASA - Acquisition of Etech Process AS (Norway) - Acquisition of Fire Eater A/S (Denmark) (51 %)

Building a more powerful safety company

Simtronics ASA - Acquisition of Etech Process AS (Norway)- Acquisition of Fire Eater A/S (Denmark) (51 %)

Acquisition of Etech Process AS and letter of intent to acquire 51 % of Fire Eater A/S 20.12.2007

Contents

• Headlines

• Etech Process AS

• Fire Eater A/S

• The combined company


Headlines

• Simtronics ASA acquires 100 % of Etech Process AS

• Simtronics ASA has signed a letter of intent to acquire 51 % of Fire Eater A/S

• Acquisitions will double Simtronics’ sales

• Simtronics, Etech, Fire Eater products highly complementary

• Considerable industrial benefits – Tangible cost synergies– Boosted distribution capabilities– Presence in new market segments; cross sales potential

• Simtronics: A more attractive supplier– Moving further up the value chain– Entering new markets in Europe and Asia – Offering a broader product portfolio


Simtronics strategy – brief reminder

• Broaden product range in order to become a full service fire and gas safety provider

• Reinforce engineering and system integration capabilities

• Growth into new segments and markets

• Double revenue by 2010 (2008) and establish a steady 10% profit margin

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• First steps completed: – Acquisition of WME in May 2007– Increasing sales – Improving operational efficiency


Contents

• Headlines


• Fire Eater A/S



Etech Process AS

• Provides safe environments on gas/chemical carriers and offshore installations through sophisticated use of nitrogen

• Offers state-of-the-art technology with focus on membrane technology for air and gas separation

• Patented high end nitrogen generator

• Worldwide partner based service and sales network– Atlas Copco, Goltens

• MNOK 60 revenue expected in 2007 – with increasing profitability

• Strong order back-log

• Headquartered in Kristiansand (Norway), 37 employees and hired personnel


Etech products

• ENG S Series– Low cost level, low LCC, easy to install and hook up

• Patented ENG Series– “All in one” system, fully integrated with one control system,

remote start/stop and alarms, high ambient, no heater, 50 % less floor space, easy to install and hook up, lower maintenance costs

• M Series– High ambient version, low power consumption

• Offshore Systems– Tailor made, stainless steel, harsh environments and

hazardous areas

• Offshore Supply Vessels

• D Series– Use of diesel compressors, high ambient version,

low power consumption

Patented ENG Series

Offshore Supply Vessel

D Series

Offshore Systems


Etech acquisition

• Simtronics acquires all shares in Etech Process AS

• Earn-out model applied

Enterprise value “SIMTRO valuation” MNOK 63

Debt MNOK 18,2

Transaction value MNOK 44,8

I Fixed cash settlement at time of closing (February 2008) MNOK 15

II Conditional cash settlement (February 2011) MNOK 11,8

III Conditional cash/share settlement (February 2011) MNOK 18*

*) Cash or share in Tranche III is Simtronics’ choice. Share price determined by SIMTRO share price at end of closing day


Contents

• Headlines


• Fire Eater A/S



Fire Eater A/S

• Leading European provider of gas based extinguishing systems

• Main focus on INERGEN®; the most attractive technology

• Strong track record through more than 30 years

• MNOK 78 revenue for 2006/2007 – attractive profit margins

• Operating directly, through subsidiaries and partners– Poland, Czech Republic, Hungary (all 100%) and Russia (50%)– Partnership with Tyco throughout Europe (incl. Norway)– Partnership with Technor (Norway)– Chinese approval pending

• Headquartered in Hillerød, Denmark – currently family owned


INERGEN®

• INERGEN® (inert gas and nitrogen) consists of:– 52 % Nitrogen– 40 % Argon– 8 % Carbon dioxide (CO2)

• Safety of the gas allows action against fire at its earliest stage

• Extinguishes most types of fire

• Provides a lasting three dimensional extinguishing effect

• Contains only natural gases that are already in the atmosphere

• All gases can be delivered independently worldwide– Filling cylinders can be executed in all industrialized countries– The gas mix is less expensive and more available than Halon and other

chemicals


Fire Eater A/S

INERGEN®

Fire Mermaid ™

LFE™ restaurant system

INERGEN Duo Water Mist

Production, mechanic/electronic

Education of engineers etc

Projects and Sales support

Testing & Development

Valves

Discharge systems

Manifolds

Nozzles

Control panels

Fire Eater has a partly globalnetwork of distributors

Fire Eaters products are mainly in: Industrial, Public services, Marine and Offshore segments

Products Fields of experience

Components Customers


Letter of intent to acquire 51 % of Fire Eater

• Simtronics has signed a letter of intent to acquire 51% of the shares in Fire Eater A/S

• Combined cash and share settlement

Transaction value (MDKK 56.1) MNOK 60.6

I Cash settlement at time of closing (February 2008) MNOK 40.4

II Share settlement (August 2008) MNOK 20.2*

*) Number of shares in Tranche II will be determined by SIMTRO closing price on day of Q2 announcement


Contents

• Headlines


• Fire Eater A/S



A broad and global safety systems provider

SIMTRONICS ASA

Process systemsExtinguishing solutionsDetection systems

• Simtronics Norway• Simtronics France• Simtronics UAE

• WME Norway• WME Singapore• WME China• Fire Eater (51%) - FE Poland - FE Czech Republic - FE Hungary - FE Russia (50%)

• Etech Process AS• ETech Korea (subsidiary under evaluation)


Strong balance sheet maintained

• Key elements in balance sheet after closing(Based on preliminary Purchase Price Allocation)

Non Current Assets 143,4

Cash 44,6

Other Current Assets 113,0

Total Assets 302,2

Equity 73,2

Non Current Liabilities 151,4

Current Liabilities 76,4

Total Equity and Liabilities 302,2

Forecast, Simtronics ASA balance sheet after closing of acquisitions in February 2008

MNOK

EQ/Total Balance 24%EQ/Total Balance ”Adjusted for Earn Out Shares” 41%


Going forward

• Simtronics will continue to follow a growth and diversification strategy in building on 2007 achievements

• The combined business model will provide additional growth– Benefiting from improved market penetration, cross sales and improved

efficiency

• Double digit top line growth will be maintained

• Margins are expected to be maintained or slightly improved– Reaching 10% EBIT in 2010


Contact

CEO Rune Martini

Telephone: +47 48 07 80 80

E-mail : [email protected]

CFO Pål Selboe Valseth

Telephone: +47 917 00 270


Simtronics ASA

Telephone: +47 22 64 50 55

Fax: +47 22 66 60 01


For further information: www.simtronics.eu

Documents

Building a more powerful safety company Simtronics ASA - Acquisition of Etech Process AS (Norway) - Acquisition of Fire Eater A/S (Denmark) (51 %)