HW&Co. Industry Reader Template · M&A MARKET TRENDS ... biopharmaceuticals to clinical research and diagnostics are also expected to further drive global demand for laboratory analytical

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Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered withthe Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Christopher Williams, Mr. Ned Valentine, Mr. Paul Poggi and Mr. Thierry Monjauze,authorised and regulated by the Financial Conduct Authority.

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main,Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative(Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

INDUSTRIAL TECHNOLOGY

INDUSTRY UPDATE │ FALL 2015

PAGE |

www.harriswilliams.de

SUMMARY

1

OMRON Corporation (TSE:6645) has signed an agreement to purchase AdeptTechnology, Inc. (“Adept”), a leading provider of intelligent robots, autonomousmobile robotic solutions and services. The acquisition of Adept will enhanceOMRON’s advanced automation technology solutions offering.Source

Honeywell International Inc. (NYSE:HON) has announced an agreement to acquirethe Elster Division (“Elster”) of Melrose Industries plc (LSE:MRO) for $5.1 billion. Elsteris a leading provider of gas, water, and electricity meters for residential,commercial, and industrial markets globally.Source

Hillenbrand, Inc. (NYSE:HI) has completed the acquisition of ABEL Pumps LP andcertain of its affiliates (“ABEL”) from Roper Technologies, Inc. (NYSE:ROP) for €95million in cash. ABEL specializes in designing, developing, and manufacturingpiston diaphragm and piston pumps for the power generation, wastewatertreatment, mining, general industry, oil and gas and marine markets.Source

Sentinel Capital Partners has announced the sale of IEP Technologies (“IEP”) toHOERBIGER Group. IEP provides explosion protection systems and services thatsuppress, isolate, and vent potential combustible dust or vapor explosions inprocess industries. The acquisition will make HOERBIGER one of the world’s leadingproviders of highly engineered safety and explosion protection technology.Source

Sensata Technologies Holding N.V. (NYSE:ST) has announced an agreement toacquire the sensing portfolio of Custom Sensors & Technologies, Inc. (“CST”) for$1.0 billion. The acquisition includes the Kavlico, BEI, Crydom and Newall productlines and brands and includes sales, engineering and manufacturing sites in theUnited States, United Kingdom, Germany, France, China, and Mexico. CST is aleading provider of sensors, controls, and actuators for the aerospace anddefense, transportation, industrial, medical, and energy and infrastructure markets.The transaction is expected to close by the end of Q4 2015.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

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

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

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

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

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 2015E Oct-14 Apr-15 Gross EBITDA

Test and Measurement

Instrumentation 2.2% 8.7% 12.7x 11.6x 11.2x 13.2x 38.5% 16.4%

Sensors (1.4%) 1.6% 11.6x 10.5x 12.2x 12.5x 40.0% 20.1%

Technology and Software 3.3% 12.6% 11.2x 10.5x 12.6x 16.0x 47.0% 17.6%

Life Sciences and Laboratory (1.6%) 21.1% 15.7x 13.8x 13.1x 14.5x 49.1% 21.6%

Flow Control

Pumps and Filtration 0.8% (2.1%) 11.3x 11.3x 11.0x 12.2x 34.6% 16.1%

Valves and Fittings (1.8%) (0.7%) 9.7x 10.2x 9.9x 11.6x 32.8% 14.6%

Process / Motion Control

Motion and Drives (0.0%) (7.4%) 10.4x 9.3x 10.8x 12.2x 35.4% 15.9%

Intelligent Automation 0.6% (4.5%) 10.0x 9.3x 10.3x 11.6x 36.9% 12.8%

Actuators and Positioners (1.0%) (7.3%) 8.8x 8.8x 9.0x 10.0x 30.9% 15.5%

Condition Monitoring (2.5%) 0.9% 11.7x 9.2x 10.2x 13.3x 47.2% 18.3%

Test Services

Testing, Inspection, and Certification 4.2% 2.7% 10.7x 10.3x 10.4x 11.0x 34.0% 17.9%

Engineering and Consulting 4.6% (13.2%) 10.6x 9.3x 10.5x 10.9x 17.5% 7.1%

http://www.harriswilliams.com/

https://www.omron.com/media/press/2015/09/c0916.html

https://honeywell.com/News/Pages/Honeywell-To-Acquire-Elster-A-Global-Leader-In-Gas-Heating-Controls-Metering-And-Advanced-Technologi.aspx

http://ir.hillenbrand.com/investor-relations/news/news-details/2015/Hillenbrand-Completes-Acquisition-of-ABEL-Pumps/default.aspx

https://www.hoerbiger.com/en-94/pages/561

http://investors.sensata.com/phoenix.zhtml?c=210277&p=irol-newsArticle&ID=2072678

mailto:[email protected]





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WHAT WE’RE READING

2

THE ROBOTICS REVOLUTION: THE NEXT GREAT LEAP IN MANUFACTURING

GLOBAL MACHINE CONDITIONING MARKET INSTRUMENTATION MARKET TO REACH $2.3 BILLION BY 2020

LABORATORY ANALYTICAL INSTRUMENTATION MARKET TO REACH $11.4 BILLION BY 2021

Boston Consulting Group

The use of advanced industrial robots is nearing the point of takeoff, a development that could power a new wave ofproductivity growth in many industries and lead to changes of up to 5 percentage points in the cost competitivenessof major export economies relative to the U.S., according to new research by The Boston Consulting Group. The studyprojects that investment in industrial robots will accelerate markedly over the next decade, aided by a combinationof price and performance improvements, from annual growth that now averages 2 to 3 percent to around 10percent. As a result, the total cost of manufacturing labor in 2025 could be 16 percent lower, on average, in theworld's 25 largest goods-exporting nations than they would be otherwise. Depending on the industry and country,output per worker could rise by an estimated 10 to 30 percent over and above productivity gains that typically comefrom other measures.

Read the full article here.

Mordor Intelligence

As companies are increasingly focusing on asset utilization and increasing productivity, the global machine conditionmonitoring market is expected to grow from $1.7 billion in 2015 to $2.3 billion by 2020, representing a compoundedannual growth rate of 6.5%. Predictive maintenance, through technology such as corrosion monitoring equipment,lubricating oil analysis equipment, motor current signature analysis, thermography equipment, ultrasound emissionequipment, and vibration monitoring equipment, are expected to be utilized in harsh environments, such as energy &power, aerospace, chemicals and heavy industrials, to further prevent major damage or even total failure of theequipment.


Frost & Sullivan

Driven by increasingly stringent regulatory safety requirements, the global laboratory analytical instrumentationmarket is expected to increase from $7.5 billion in 2014 to over $11.3 billion in 2015 according to a recent study byFrost & Sullivan. The food industry is anticipated to continue to be the prominent user for these instruments, particularlywith sophisticated chromatographic and spectroscopic techniques designed to improve the quality of testing, as wellas mass spectrometry products due to sensitive detection capabilities. Industries ranging from environmental tobiopharmaceuticals to clinical research and diagnostics are also expected to further drive global demand forlaboratory analytical instruments.




FED DOUBTS GROW ON 2015 RATE HIKE

Wall Street Journal

The chances of a Federal Reserve rate increase in 2015 are diminishing amid new signs of anemic economic activity,a disappointing development for central bank officials who have been hoping to move this year after a prolongedperiod of easy-money policies. Lackluster readings on consumer spending, inflation and jobs have virtually eliminatedthe chances of a move in October. The recent trove of data hasn’t reassured top officials about the economicoutlook, with two Fed governors expressing doubts about whether the timing will be right this year. The CommerceDepartment has reported seasonally adjusted retail sales rose just 0.1% in September, and actually fell from August’slevels once car sales were stripped out. The Labor Department also reported producer prices—an indication ofinflation at the wholesale level—fell 0.5% in September and were down 1.1% from a year earlier, the largest 12-monthdecline during this expansion.


https://www.bcgperspectives.com/content/articles/lean-manufacturing-innovation-robotics-revolution-next-great-leap-manufacturing/

http://www.prnewswire.com/news-releases/global-machine-condition-monitoring-market---growth-trends--forecasts-2015---2020-300147408.html

http://ww2.frost.com/news/press-releases/rapid-adoption-laboratory-analytical-instrumentation-increases-across-industries/

http://www.wsj.com/articles/fed-doubts-grow-on-2015-rate-hike-1444866104

PAGE |

M&A TRANSACTIONS

3

RECENT M&A TRANSACTIONS



Date Target Vertical Business Description Acquirer

10/14/2015 Professional Serv ice

Industries, Inc.

Test Serv ices Prov ides building materials testing, geotechnical serv ices, and property

and environmental assurance to commercial and civ il construction

markets.

Intertek Group plc

10/1/2015 Automated Quality

Technologies, Inc.

Test and Measurement Manufactures sensors and measurement equipment for

semiconductor, automotive, packaging, and laboratory research

applications.

Motion Tech Automation,

LLC

10/1/2015 PRIAMUS SYSTEM

TECHNOLOGIES AG

Process / Motion Control Prov ides quality assurance systems for injection moldings applications. Barnes Group Inc.

9/28/2015 President Engineering

Group Limited

Flow Control Offers cryogenic valves, flow measurement and control products for oil

& gas applications.

Parker-Hannifin

Corporation

9/24/2015 Clearlogx, Inc. Flow Control Manufactures water treatment chemical feed automation and control

products for municipal drinking water, wastewater treatment, and

water reuse applications.

H2O Innovation Inc.

9/24/2015 Outreach Technologies,

Inc.

Test Serv ices Prov ides radiochemical analysis and environmental test serv ices. Env ironmental Science

Corp.

9/16/2015 Adept Technology Inc. Process / Motion Control Manufactures industrial and mobile robots for electronics, food,

semiconductor, warehouse/logistics, medical, and automotive markets.

OMRON Corporation

9/14/2015 Dansk Institut for

Certificering A/S

Test Serv ices Prov ides quality assurance and certification serv ices for the

transportation, energy, steel, and engineering sectors.

Intertek Group plc

9/9/2015 Seahorse Bioscience, Inc. Test and Measurement Manufactures analytical instruments, biomanufacturing systems, and

consumable labware products for biological research and drug

discovery to the life sciences industry.

Agilent Technologies Inc.

9/8/2015 VENTREX Automotive

GmbH

Flow Control Prov ides compressors and valves to the automotive industry. Aalberts Industries N.V.

9/1/2015 MatriX Technologies GmbH Test and Measurement Prov ides automated X-ray in-line inspection solutions for semiconductor,

electronics/PCB assembly, and automotive industries.

Nordson Corporation

9/1/2015 ABEL GmbH & Co. KG Flow Control Manufactures reciprocating positive displacement pumps used in

mining and mineral, wastewater management, ceramics, chemical,

food, oil & gas, energy, and power industries.

Rotex Global, LLC;

Coperion Corporation;

Terrasource Global

8/31/2015 Engineered Products

Company

Test and Measurement Prov ides filter monitors, switches, and sensors that are used to monitor

automotive, construction, agriculture, and irrigation applications.

Donaldson Company, Inc.

8/31/2015 Unity Scientific, LLC Test and Measurement Manufactures infrared spectrometers for at-line, bench, and process

environments.

Union Park Capital

8/31/2015 KB Electronics, Inc. Process / Motion Control Prov ides motion control products for industrial automation, HVAC,

pumps, and material handling systems.

Nidec Corporation

8/28/2015 Bifold Group Limited Flow Control Offers hydraulic and pneumatic valves and components for the oil &

gas and general industrials markets.

Rotork plc

8/27/2015 Draker Inc. Process / Motion Control Offers monitoring, management, and control solutions for commercial

utility-scale photovoltaic systems.

BlueNRGY Group Limited

8/25/2015 Cameron International

Corporation

Flow Control Prov ides flow control products, systems, and serv ices to the industrials,

oil & gas, and energy markets.

Schlumberger Limited

8/25/2015 Thermocouple Technology,

Inc.

Test and Measurement Manufactures temperature measurement and control devices for

energy, chemical, engineering, aerospace, pharmaceutical, food &

beverage, and non-ferrous metal industries.

Viking Capital Holdings

8/24/2015 Anmar Metrology Inc. Test Serv ices Prov ides calibration and repair serv ices for test and measurement

equipment.

Transcat Inc.

8/20/2015 IEP Technologies, LLC Test and Measurement Offers explosion protection systems and serv ices that suppress, isolate,

and vent potential combustible dust or vapor explosions in process

industries.

HOERBIGER Holding AG

PAGE |

M&A TRANSACTIONS

4



RECENT M&A TRANSACTIONS (CONTINUED)


8/17/2015 Contact Co., Ltd. Process / Motion Control Manufactures automated cleaning systems for semiconductor-related

equipment.

Brooks Automation, Inc.

8/17/2015 Vision Experts GmbH Process / Motion Control Prov ides test and inspection systems to packaging manufacturers. I sra Vision AG

8/13/2015 Affinia Group Holdings Inc. Flow Control Prov ides filtration products to the industrials, transportation, and

automotive industries.

Mann + Hummel Holding

GmbH

8/12/2015 Solare Datensysteme

GmbH

Test and Measurement Offers monitoring systems and components for photovoltaic plants. BKW Inc.

8/11/2015 Qualtest, Inc. Test Serv ices Prov ides testing laboratory serv ices to aerospace, defense, military,

medical, and other commercial industries.

National Technical Systems

Inc.

8/6/2015 Valley Roller Company,

Inc.

Process / Motion Control Manufactures roll coverings for flexible packaging, plastics, paper, and

industrial applications.

Maxcess International, Inc.

8/4/2015 Prodomax Automation Ltd. Process / Motion Control Prov ides automated manufacturing solutions for assembly, welding,

machining, material handling, and laser cutting/welding applications

and processes.

Kensington Capital Partners

Limited

8/3/2015 M & M INTERNATIONAL Srl Flow Control Manufactures solenoid and piston-actuated valves and other

components for the vending and industrial fluid control industry.

Rotork plc

8/3/2015 Sulzer, Ltd. Flow Control Prov ides pumping solutions, rotating equipment maintenance and

serv ices, as well as separation, reaction, and mixing technology

solutions to the oil & gas, power generation, and industrial markets.

Renova Group

8/3/2015 IDEX Corporation, I smatec

Product Line

Flow Control Manufactures tubing, gear, and piston pumps to the chemical,

pharmaceutical, food & beverage, environmental, industrials, and

electronics industries.

Cole-Parmer Instrument

Company, LLC

8/3/2015 Rimrock Corporation Process / Motion Control Prov ides intelligent automation products and systems for industrial

applications.

Lincoln Electric Holdings

Inc.

8/3/2015 B+ Equipment SAS Process / Motion Control Manufactures automated packing and wedging solutions for order

fulfilment applications.

Sealed Air Corporation

8/1/2015 Ray-Ran Test Equipment

Ltd.

Test and Measurement Offers polymer testing equipment to the plastics, packaging, and

industrial markets.

Industrial Physics ROW

Holdings, Inc.

7/30/2015 Delta Tau Data Systems,

Inc.

Process / Motion Control Manufactures motion and machine control products for various

applications, including intelligent automation, robotics, semiconductor,

machine tools, and medical and packaging equipment.

OMRON Corporation

7/30/2015 Custom Sensors &

Technologies, Inc.

Test and Measurement Prov ides mission-critical linear, rotary position, and motion control

sensors to the aerospace, industrial, agricultural, and medical device

markets.

Sensata Technologies

Holding N.V.

7/30/2015 IEF-Werner GmbH Process / Motion Control Offers components and systems for intelligent automation applications. INDUS Holding AG

7/30/2015 KL Products, Inc. Process / Motion Control Manufactures process automation systems for food & beverage,

packaging, and industrial applications.

Zoetis Inc.

7/28/2015 Elster Group SE Flow Control Prov ides gas, electricity, and water meters as well as thermal gas

solutions for commercial, industrial, and residential markets.

Honeywell International

Inc.

7/27/2015 Evic International Test Serv ices Offers laboratory and testing serv ices for the chemical, cosmetics, food

& beverage, medical, and pharmaceutical industries.

Eurofins Scientific SA

7/26/2015 Magnetek Inc. Process / Motion Control Prov ides digital power control systems for material handling and mining

applications.

Columbus McKinnon

Corporation

7/23/2015 Shanghai INESA Scientific

Instrument Co., Ltd.

Test and Measurement Manufactures scientific and analytical instruments for the food safety,

water quality testing, sugar, pharmaceutical, and education industries.

INESA Electron Co., Ltd.

PAGE |

M&A TRANSACTIONS

5



RECENT M&A TRANSACTIONS (CONTINUED)


7/23/2015 THERMOPLAY S.p.A. Process / Motion Control Offers nozzles, manifolds, controllers, and components to the

packaging, automotive, cosmetics, medical, and electronics markets.

Barnes Group Inc.

7/23/2015 Centro di Diagnostica

Clinica Quarantelli Srl

Test Serv ices Provides laboratory diagnostics and testing serv ices to the healthcare

industry.

Lifebrain AG

7/22/2015 Applied Inspection Ltd. Test Serv ices Offers non-destructive testing, material testing, and training serv ices to

the petrochemical, power, transportation, mining, gas, construction,

industrials, and aerospace industries.

Rockwood Serv ice

Corporation

7/20/2015 AVEVA Group plc Test and Measurement Provides information management software to the oil & gas, marine,

power, chemical, pharmaceutical, mining, and pulp and paper

industries.

Schneider Electric SE

7/17/2015 Rodelta Pumps

International BV

Flow Control Manufactures submersible, cantilever, and centrifugal pumps for oil &

gas, paper, and chemical industries.

Kirloskar Prompen BV

PAGE |

PUBLIC MARKETS OVERVIEW

6



TEV / LTM EBITDA TEV / 2015E EBITDA

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

10.6x

10.7x

11.7x

8.8x

10.0x

10.4x

9.7x

11.3x

15.7x

11.2x

11.6x

12.7x

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

9.3x

10.3x

9.2x

8.8x

9.3x

9.3x

10.2x

11.3x

13.8x

10.5x

10.5x

11.6x






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

NET DEBT / LTM EBITDA AVERAGE EBITDA MARGIN (2013 – 2015P)

2.8x

1.7x

1.3x

2.3x

0.4x

1.3x

1.8x

1.1x

1.4x

2.1x

2.5x

1.4x






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

9.9%

16.8%

20.8%

14.9%

16.4%

16.9%

13.9%

17.0%

20.7%

16.8%

19.9%

16.7%






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

AVERAGE CAPEX / REVENUE (2013 – 2015P) RESEARCH & DEVELOPMENT / LTM REVENUE

3.3%

4.4%

4.0%

2.8%

2.8%

3.1%

2.5%

3.4%

3.6%

4.3%

4.0%

2.9%






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

0.1%

0.3%

10.4%

3.0%

3.7%

4.1%

1.4%

2.1%

5.6%

8.5%

3.9%

7.1%






Motion and Drives

Valves and Fittings




Sensors

Instrumentation

PAGE |

GLOBAL M&A TRENDS

7

GENERAL MARKET OBSERVATIONS

INDUSTRIAL TECHNOLOGY QUARTERLY M&A ACTIVITY

The global M&A industry saw $3.2 trillion in deals announced during the first nine months of 2015, a 31.5% increasecompared to the $2.4 trillion completed during the same time period in 2014.

The U.S. M&A environment remains strong with aggregate deal value increasing by 24.8% in Q3 2015 year overyear.

European M&A activity has slowed in Q3 2015, with aggregate deal value decreasing by 2.7% during Q3 2015year over year.

The global Industrial Technology sector saw 147 deals close during Q3 2015, demonstrating steady activity through2015.



2010 2011 2012 2013 2014 2015

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

Nu

mb

er

ofA

nn

ou

nc

ed

M&

A D

ea

ls

PAGE |

98

100

102

104

106

108

U.S. EU-28

-1.0%

-0.5%

0.0%

0.5%

1.0%

1.5%

2.0%

Q2

2013

Q3

2013

Q4

2013

Q1

2014

Q2

2014

Q3

2014

Q4

2014

Q1

2015

2015

Q2

U.S. EU-28

ECONOMIC UPDATE

8

INDUSTRIAL PRODUCTION

NEW ORDERS

ECONOMIC SENTIMENT

U.S. Real GDP increased by 1.0% in Q2 2015, increasing at an annual rate of 3.9%.

The increase primarily reflected positive contributions from PCE, exports,nonresidential fixed investment, state and local government spending, andresidential fixed investment.

PNC economists forecast GDP growth of 2.5% and unemployment reaching5.3% in 2015.

EU-28 Seasonally adjusted GDP in the EU for Q2 2015 rose by 0.4%, with 1.9%

annualized growth.

U.S. Industrial production decreased slightly by 0.4% from July 2015 to August 2015.

The decrease in August is largely due to a slowdown in manufacturing andmining output. Capacity utilization has moved to 77.6% as of August 2015.

EU-28 Industrial production during August 2015 modestly decreased by 0.3%, led by

a decrease in the production of energy, capital goods, and non-durableconsumer goods. Capacity utilization has increased to 81.4% as of August2015.

U.S. In August 2015, new orders decreased by 2.0%, primarily led by a slowdown in

purchases of transportation equipment. Construction equipment andelectromedical, measuring, and control instruments saw new orders rise by5.9% and 3.7%, respectively.

EU-28 The EU saw total new orders fall by 1.8% in August 2015, resulting in a total

decrease of 0.4% through Q3 2015.

U.S. The Leading Economic Index increased by 0.1% from July 2015 to August 2015

to reach 123.7.

EU-28 The Euro Commission Economic Sentiment Index slightly increased to 107.0 in

August 2015.



GROSS DOMESTIC PRODUCT

Q2: 0.4%

Q2: 1.0%

Aug-15:

103.1

Aug-15:

107.1

90

100

110

120

130

U.S. EU-28

Aug-15:

106.8

90

100

110

120

130

U.S. EU-28

Aug-15:

123.7

Aug-15:

107.0

Aug-15:

116.5

PAGE |

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

BostonTwo International Place24th FloorBoston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

Richmond (Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072

San Francisco575 Market Street31st FloorSan Francisco, California 94105Phone: +1 (415) 288-4260

FrankfurtBockenheimer Landstrasse 33-3560325 FrankfurtGermanyPhone: +49 069 3650638 00

London63 Brook StreetLondon W1K 4HS, EnglandPhone: +44 (0) 20 7518 8900

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IndustrialsHealthcare & Life Sciences

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Industrial Technology

Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities.Our clients benefit from our deep-sector experience, integrated industry intelligence andcollaboration across the firm, and our commitment to learning what makes them unique. For moreinformation, visit our website.

OUR FIRM



9

PAGE |

PUBLIC COMPARABLES

10



As of October 15, 2015 ($ 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 2015E

Instrumentation

AMETEK, Inc. 26.0% 35.4% $14,544 $54.53 2.1% 16.9% 94.6% 3.0% 13.8x 13.2x

Danaher Corp. 22.7% 53.1% $60,763 $89.06 0.7% 23.7% 95.8% 6.6% 13.2x 12.7x

Spectris plc 18.0% 57.4% $3,386 $26.51 (1.4%) 0.3% 70.8% 7.6% 10.0x 10.3x

Badger Meter Inc. 16.4% 36.0% $939 $60.52 2.3% 16.9% 91.9% 2.6% 15.5x 15.8x

Teledyne Technologies Inc. 16.4% 38.0% $3,690 $84.37 (13.2%) (10.5%) 75.5% 18.1% 9.5x 9.9x

National Instruments Corporation 16.3% 74.5% $3,247 $28.48 0.6% 5.2% 85.1% 18.8% 16.1x 13.9x

ESCO Technologies Inc. 15.6% 39.1% $1,016 $37.85 4.9% 12.1% 95.3% 5.3% 12.1x 11.7x

Jenoptik AG 12.3% 34.5% $1,006 $15.29 12.7% 39.4% 99.4% 6.7% 11.8x 10.0x

Oxford Instruments plc 11.5% 44.4% $790 $10.61 26.5% (31.2%) 53.3% 8.0% 12.0x 9.1x

I tron, Inc. 6.3% 29.3% $1,606 $35.10 17.4% (6.4%) 80.4% 8.9% 13.3x 11.5x

Median 16.4% 38.5% 2.2% 8.7% 88.5% 7.1% 12.7x 11.6x

Mean 16.1% 44.2% 5.2% 6.6% 84.2% 8.6% 12.7x 11.8x

Sensors

Sensata Technologies Holding NV 23.5% 33.6% $10,585 $47.41 5.4% 9.7% 80.3% 3.9% 16.1x 13.9x

FLIR Systems, Inc. 22.7% 49.4% $3,771 $28.27 (1.1%) (3.6%) 82.0% 9.0% 10.8x 10.1x

Meggitt PLC 21.9% 40.6% $6,689 $7.22 (2.6%) 6.8% 78.7% 3.6% 11.9x 9.9x

Honeywell International Inc. 18.3% 29.5% $77,316 $98.50 (1.8%) 15.7% 91.7% 4.9% 10.8x 9.8x

MTS Systems Corporation 14.8% 39.5% $939 $64.02 8.9% (4.4%) 82.7% 3.9% 11.3x 10.9x

First Sensor AG 10.2% 49.7% $181 $13.27 (2.7%) (4.4%) 89.9% 0.2% 12.1x 11.4x

Median 20.1% 40.0% (1.4%) 1.6% 82.4% 3.9% 11.6x 10.5x

Mean 18.6% 40.4% 1.0% 3.3% 84.2% 4.2% 12.1x 11.0x


Hexagon AB 25.0% 59.5% $13,604 $32.10 0.0% 12.8% 13.9% 10.1% 17.0x 13.6x

Muehlbauer Holding AG & Co. KGaA 24.0% 38.8% $337 $25.99 5.6% 12.4% 86.1% NM 4.5x 6.1x

FARO Technologies Inc. 11.2% 55.1% $480 $36.55 0.9% (28.4%) 55.7% 8.5% 12.6x 12.2x

Mistras Group, Inc. 9.2% 29.6% $650 $18.65 33.2% 12.8% 86.3% 0.3% 9.8x 8.9x

Median 17.6% 47.0% 3.3% 12.6% 70.9% 8.5% 11.2x 10.5x

Mean 17.4% 45.8% 9.9% 2.4% 60.5% 6.3% 11.0x 10.2x


Waters Corporation 33.2% 59.0% $9,273 $120.60 (3.3%) 26.8% 87.8% 5.7% 13.7x 13.8x

Mesa Laboratories Inc. 30.4% 61.3% $409 $107.47 (3.6%) 60.3% 85.3% 4.8% 18.4x NA

Thermo Fisher Scientific, Inc. 23.9% 46.1% $63,255 $125.47 0.3% 12.9% 88.8% 4.1% 15.7x 14.9x

FEI Company 23.5% 49.6% $2,770 $75.63 (0.8%) (2.3%) 81.1% 10.4% 12.6x 12.2x

Mettler-Toledo International Inc. 21.6% 47.4% $8,457 $288.01 (2.8%) 23.2% 82.3% 4.9% 16.0x 14.9x

Sartorius Aktiengesellschaft 20.8% 49.1% $4,245 $224.29 (2.7%) 87.0% 88.6% 5.3% 18.3x 14.9x

Agilent Technologies Inc. 17.2% 52.3% $11,374 $35.58 (1.6%) (31.3%) 64.2% 10.1% 9.5x 12.8x

PerkinElmer Inc. 15.6% 45.4% $6,267 $48.25 (0.3%) 21.1% 88.6% 5.6% 17.9x 13.9x

Bruker Corporation 12.4% 43.8% $2,889 $17.91 (1.4%) (4.8%) 80.2% 9.4% 13.9x 12.6x

Median 21.6% 49.1% (1.6%) 21.1% 85.3% 5.6% 15.7x 13.8x

Mean 22.1% 50.4% (1.8%) 21.4% 83.0% 6.7% 15.1x 13.7x

Overall Median 18.0% 45.4% 0.0% 12.1% 85.1% 5.7% 12.6x 12.2x

Overall Mean 18.7% 45.6% 2.8% 10.0% 80.6% 6.8% 13.1x 11.9x

Stock Performance

PAGE |

PUBLIC COMPARABLES

11

FLOW CONTROL




Flow Control Public Comparables




Graco Inc. 26.9% 53.8% $4,272 $69.39 (0.8%) (2.1%) 84.5% 4.6% 12.7x 12.6x

IDEX Corporation 24.6% 44.5% $6,358 $74.87 4.8% 10.9% 93.2% 1.8% 12.5x 12.5x

IMI plc 19.3% 44.5% $4,645 $15.43 (4.3%) (15.4%) 68.6% 2.9% 9.2x 10.0x

Essentra plc 18.9% 62.4% $4,021 $13.18 4.3% 26.2% 79.7% 0.8% 13.7x 12.2x

Flowserve Corp. 17.6% 34.5% $7,135 $43.00 (0.6%) (29.7%) 62.6% 0.9% 8.5x 8.9x

Pentair plc 17.0% 34.8% $13,319 $56.65 4.8% (6.9%) 81.3% 1.7% 11.7x 11.4x

ITT Corporation 16.5% 33.5% $2,828 $37.01 0.8% (1.4%) 81.6% 3.1% 6.8x 6.9x

Xylem Inc. 16.2% 38.4% $6,982 $34.74 5.2% 4.3% 88.6% 2.6% 11.5x 11.3x

Trelleborg AB 16.1% 35.2% $5,434 $16.25 (1.1%) 4.4% 74.3% 1.4% 11.7x 10.9x

ESCO Technologies Inc. 15.6% 39.1% $1,016 $37.85 4.9% 12.1% 95.3% 5.3% 12.1x 11.7x

Donaldson Company, Inc. 15.3% 34.1% $4,238 $28.72 (6.1%) (23.7%) 66.3% 2.6% 11.7x 11.7x

Gorman-Rupp Co. 14.5% 24.2% $666 $26.11 9.1% (16.8%) 78.9% NM 11.0x 11.5x

Franklin Electric Co., Inc. 13.1% 31.7% $1,465 $27.19 (5.9%) (23.8%) 67.7% 1.9% 11.2x 11.2x

Colfax Corporation 13.0% 32.1% $4,959 $27.61 (23.7%) (48.0%) 47.9% 1.0% 9.3x 10.0x

SPX FLOW, Inc. 12.6% 34.3% $1,752 $36.76 NM NM 87.4% NM 5.4x 6.2x

Sulzer, Ltd. 11.3% 31.5% $2,970 $104.71 3.6% (0.6%) 82.8% 2.3% 7.9x 9.5x

Median 16.1% 34.6% 0.8% (2.1%) 80.5% 2.1% 11.3x 11.3x

Mean 16.8% 38.0% (0.3%) (7.4%) 77.6% 2.4% 10.4x 10.5x

Valves and Fittings

Curtiss-Wright Corporation 17.8% 34.5% $3,791 $65.57 (2.5%) (0.8%) 84.5% 2.9% 9.6x 8.9x

The Weir Group PLC 16.3% 31.9% $5,384 $19.21 (3.6%) (43.2%) 53.2% 1.0% 9.3x 10.4x

Mueller Water Products, Inc. 15.6% 29.9% $1,782 $8.38 (1.1%) (2.8%) 79.5% 1.2% 9.7x 9.2x

Parker-Hannifin Corporation 14.7% 24.2% $14,976 $102.37 (5.4%) (0.6%) 76.7% 3.2% 8.0x 8.6x

Crane Co. 14.7% 34.5% $3,373 $48.51 (5.1%) (15.6%) 68.8% 2.4% 8.1x 7.3x

Aalberts Industries NV 14.5% 61.0% $4,469 $32.05 5.3% 34.7% 92.2% NM 11.5x 10.5x

Watts Water Technologies, Inc. 13.3% 36.5% $2,236 $55.95 3.5% 0.9% 85.9% 1.6% 11.3x 11.5x

Indutrade AB 13.3% 33.7% $2,328 $47.52 (4.8%) 37.7% 90.0% 1.1% 13.6x 12.0x

CIRCOR International, Inc. 12.2% 31.9% $817 $46.00 1.8% (25.6%) 60.8% 1.0% 8.9x 10.2x

Mueller Industries Inc. 8.1% 14.0% $1,770 $31.78 4.5% 11.7% 85.5% NM 9.7x NA

Median 14.6% 32.8% (1.8%) (0.7%) 82.0% 1.4% 9.7x 10.2x

Mean 14.0% 33.2% (0.7%) (0.3%) 77.7% 1.8% 10.0x 9.8x

Overall Median 15.4% 34.4% (0.6%) (1.4%) 80.5% 1.8% 10.4x 10.5x

Overall Mean 15.7% 36.2% (0.5%) (4.6%) 77.6% 2.2% 10.2x 10.3x

Stock Performance

PAGE |

PUBLIC COMPARABLES

12

PROCESS / MOTION CONTROL




Process / Motion Control Public Comparables



Motion and Drives

AMETEK Inc. 26.0% 35.4% $14,544 $54.53 2.1% 16.9% 94.6% 3.0% 13.8x 13.2x

Danaher Corp. 22.7% 53.1% $60,763 $89.06 0.7% 23.7% 95.8% 6.6% 13.2x 12.7x

Rockwell Automation Inc. 21.1% 43.1% $13,460 $105.24 (1.2%) 4.4% 82.8% 4.5% 9.8x 9.3x

Nidec Corporation 16.2% 23.3% $21,561 $71.76 (1.7%) 14.7% 75.1% 4.3% 15.2x 12.8x

Rexnord Corporation 15.9% 36.3% $3,372 $17.60 (9.1%) (31.6%) 58.8% 1.9% 10.4x 9.4x

Schneider Electric SE 14.8% 37.2% $41,485 $58.61 (6.5%) (16.1%) 68.3% 2.2% 9.7x 9.0x

ABB Ltd. 14.4% 28.6% $44,467 $18.57 (0.0%) (8.3%) 79.1% 3.7% 8.2x 9.1x

Yaskawa Electric Corp. 11.5% 32.1% $3,072 $10.75 0.5% (11.0%) 69.5% 4.1% 8.0x 7.6x

Siemens Aktiengesellschaft 10.5% 29.0% $100,957 $96.53 0.2% (7.4%) 79.6% 5.8% 11.5x 9.1x

Median 15.9% 35.4% (0.0%) (7.4%) 79.1% 4.1% 10.4x 9.3x

Mean 17.8% 36.1% (1.9%) (0.9%) 78.0% 3.8% 11.0x 10.4x


Fanuc Corporation 42.9% 51.1% $24,878 $165.90 2.4% (3.0%) 68.7% 4.4% 9.3x 10.9x

Rockwell Automation Inc. 21.1% 43.1% $13,460 $105.24 (1.2%) 4.4% 82.8% 4.5% 9.8x 9.3x

Metso Corporation 20.0% 30.7% $3,976 $24.48 6.0% (26.4%) 72.7% 1.6% 5.2x 7.1x

ABB Ltd. 14.4% 28.6% $44,467 $18.57 (0.0%) (8.3%) 79.1% 3.7% 8.2x 9.1x

FARO Technologies Inc. 11.2% 55.1% $480 $36.55 0.9% (28.4%) 55.7% 8.5% 12.6x 12.2x

ATS Automation Tooling Systems Inc. 11.1% 25.2% $1,080 $10.07 0.4% (6.0%) 78.2% NM 12.0x 10.2x

Krones AG 9.1% 52.2% $3,161 $109.96 2.3% 32.5% 90.6% 0.0% 10.2x 9.1x

KUKA Aktiengesellschaft 9.0% 24.4% $2,688 $74.63 (11.6%) 35.4% 79.1% 3.6% 10.3x 9.2x

Median 12.8% 36.9% 0.6% (4.5%) 78.6% 3.7% 10.0x 9.3x

Mean 17.4% 38.8% (0.1%) 0.0% 75.9% 3.8% 9.7x 9.6x


Pentair plc 17.0% 34.8% $13,319 $56.65 4.8% (6.9%) 81.3% 1.7% 11.7x 11.4x

CTS Corporation 16.6% 33.2% $591 $19.76 6.3% 22.8% 99.9% 5.6% 8.9x 9.0x

Eaton Corporation plc 16.3% 31.6% $32,738 $52.10 (6.5%) (11.6%) 70.6% 2.9% 9.2x 9.2x

Parker-Hannifin Corporation 14.7% 24.2% $14,976 $102.37 (5.4%) (0.6%) 76.7% 3.2% 8.0x 8.6x

Moog Inc. 13.4% 29.0% $2,990 $58.72 (3.9%) (16.0%) 74.1% 5.1% 8.6x 8.7x

Altra Industrial Motion Corp. 13.2% 30.2% $864 $25.02 2.0% (7.6%) 77.4% 2.2% 8.4x 8.2x

Median 15.5% 30.9% (1.0%) (7.3%) 77.1% 3.0% 8.8x 8.8x

Mean 15.2% 30.5% (0.5%) (3.3%) 80.0% 3.4% 9.1x 9.2x


Cognex Corporation 32.9% 75.1% $2,816 $35.60 (5.6%) (3.5%) 67.8% 12.7% 15.3x 18.9x

AMETEK Inc. 26.0% 35.4% $14,544 $54.53 2.1% 16.9% 94.6% 3.0% 13.8x 13.2x

MKS Instruments, Inc. 22.5% 44.4% $1,508 $34.92 1.0% 7.9% 88.1% 8.0% 8.1x 7.7x

Isra Vision AG. 20.2% 55.7% $296 $61.43 3.9% 20.7% 80.8% 13.3% 12.0x 7.8x

Teledyne Technologies Inc. 16.4% 38.0% $3,690 $84.37 (13.2%) (10.5%) 75.5% 18.1% 9.5x 9.9x

National Instruments Corporation 16.3% 74.5% $3,247 $28.48 0.6% 5.2% 85.1% 18.8% 16.1x 13.9x

Basler AG 14.6% 50.1% $156 $43.74 (9.5%) (3.5%) 61.9% 7.1% 11.4x 8.5x

SKF AB 12.7% 24.9% $11,005 $17.51 (12.3%) (10.3%) 62.3% 3.3% 9.5x 8.0x

Median 18.3% 47.2% (2.5%) 0.9% 78.1% 10.4% 11.7x 9.2x

Mean 20.2% 49.8% (4.1%) 2.9% 77.0% 10.5% 12.0x 11.0x

Overall Median 16.2% 35.4% 0.2% (3.5%) 78.2% 4.2% 9.8x 9.2x

Overall Mean 17.6% 39.0% (1.7%) (0.4%) 77.6% 5.6% 10.6x 10.1x

Stock Performance

PAGE |

PUBLIC COMPARABLES

13

TEST SERVICES




Test Services

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

EBITDA Gross TEV Price Change Change LTM High LTM 2015E


ALS Limited 20.6% 91.8% $2,262 $4.14 18.2% (13.1%) 84.8% 10.1x 10.3x

SGS SA 20.4% 44.1% $15,845 $1,894.30 7.0% (3.4%) 83.3% 12.5x 12.7x

Bureau Veritas SA 19.5% 23.9% $12,333 $22.76 4.2% 4.1% 91.4% 12.6x 11.9x

SAI Global Limited 18.5% 34.0% $835 $3.25 4.1% 2.7% 95.1% 10.7x 8.7x

Intertek Group plc 17.9% 55.6% $7,508 $40.45 4.8% 3.8% 93.5% 12.5x 11.6x

Eurofins Scientific SA 16.8% 17.7% $5,434 $324.35 (1.2%) 46.9% 89.7% 18.0x 14.0x

Applus Serv ices, S.A. 12.4% 34.9% $2,132 $9.83 0.8% (16.5%) 71.8% 9.1x 8.7x

Mistras Group, Inc. 9.2% 29.6% $650 $18.65 33.2% 12.8% 86.3% 9.8x 8.9x

Furmanite Corporation 6.2% 24.8% $284 $6.69 (2.9%) (11.6%) 72.1% 9.0x 8.2x

Median 17.9% 34.0% 4.2% 2.7% 86.3% 10.7x 10.3x

Mean 15.7% 39.6% 7.6% 2.9% 85.3% 11.6x 10.6x


Abengoa SA 18.8% 43.7% $12,538 $1.47 (18.7%) (62.6%) 34.4% 8.1x 8.3x

FCC, S.A. 11.8% 64.1% $8,762 $8.54 4.6% (51.5%) 46.1% 10.1x 9.3x

Tetra Tech Inc. 9.0% 16.1% $1,668 $26.66 3.9% 9.8% 95.8% 10.6x 8.2x

ARCADIS NV 7.1% 18.8% $2,923 $26.53 13.6% (10.9%) 74.2% 11.8x 9.4x

Jacobs Engineering Group Inc. 6.9% 16.7% $5,200 $40.57 3.5% (13.2%) 81.3% 6.2x 7.2x

Amec Foster Wheeler plc 6.9% 12.6% $6,367 $12.49 5.5% (20.9%) 72.1% 12.3x 9.5x

WSP Global Inc. 6.7% 17.5% $4,189 $36.91 15.2% 31.8% 97.8% 16.4x 12.6x

Median 7.1% 17.5% 4.6% (13.2%) 74.2% 10.6x 9.3x

Mean 9.6% 27.1% 3.9% (16.8%) 71.7% 10.8x 9.2x

Overall Median 12.1% 27.2% 4.4% (7.2%) 84.0% 10.7x 9.4x

Overall Mean 13.0% 34.1% 6.0% (5.7%) 79.4% 11.2x 10.0x

Stock Performance

PAGE |

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