TEST, MEASUREMENT, AND CONTROL

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015 www.harriswilliams.com Investment banking services are provided by Harris Williams LLC, ...
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TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

www.harriswilliams.com Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

SUMMARY CONTENTS

M&A | SELECT RECENT ACTIVITY American Capital, Ltd. (Nasdaq:ACAS) has announced that Mirion Technologies, Inc. ("Mirion") was sold to Charterhouse Capital Partners, LLP for $750 million. Mirion is a global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear power, medical, military and homeland security markets. Source ITT Corporation (NYSE:ITT) has announced that it has completed the acquisition of Hartzell Aerospace, a leading manufacturer of highly engineered and customized solutions for aerospace environmental control systems on a wide range of highgrowth, next-generation aircraft platforms. The addition of Hartzell Aerospace’s high-quality portfolio and innovative technologies will broaden ITT’s capabilities, enhance its ability to serve customers and help further position ITT as a leader in the aerospace market. Source Graybar Electric Company has announced an agreement to acquire Advantage Industrial Automation (“AIA”), a provider of control and automation solutions to industrial users, OEMs and system integrators. AIA will help Graybar Electric Company to accelerate growth within its industrial business. Source Omnicell (Nasdaq:OMCL) has signed an agreement to purchase MACH4 Pharma Systems, based in Bochum, Germany. The combination of Omnicell and MACH4 will create a comprehensive automated medication management offering for hospital and retail pharmacies throughout Europe and emerging markets internationally. Source PUBLIC MARKETS | KEY TRADING STATISTICS Stock Price % Change Sub-Sector Median

1 Month

12 Month

TEV / EBITDA LTM

2015E

TEV / LTM EBITDA Apr-14

Oct-14

LTM Margins Gross

EBITDA

Test and Measurement Instrumentation Sensors Technology and Software Life Sciences and Laboratory

0.5% (0.0%)

6.5% 7.5%

12.9x 12.8x

12.1x 10.8x

12.8x 11.2x

11.5x 11.7x

38.7% 40.0%

16.4% 20.1%

3.6% 0.6%

(14.8%) 8.6%

16.6x 15.2x

11.8x 14.9x

14.9x 14.5x

14.7x 13.7x

43.1% 48.4%

11.0% 20.8%

(0.7%) 3.3%

(7.6%) (7.1%)

11.9x 10.7x

11.5x 10.0x

12.9x 11.3x

11.1x 10.2x

35.3% 33.1%

16.3% 14.6%

Motion and Driv es Intelligent Automation

(1.4%) 2.4%

(5.4%) (11.6%)

11.4x 11.1x

10.2x 9.9x

12.1x 11.3x

10.8x 10.6x

35.4% 42.0%

15.8% 12.4%

Actuators and Positioners Condition Monitoring

0.2% (1.9%)

(9.2%) 8.2%

9.8x 11.2x

9.1x 10.1x

11.0x 12.2x

9.1x 9.7x

30.8% 49.2%

15.3% 18.5%

1.8% 3.5%

(21.9%) (25.5%)

11.2x 11.1x

9.8x 9.2x

12.6x 11.7x

10.2x 10.4x

32.1% 19.4%

17.5% 7.9%

      

RECENT M&A ACTIVITY WHAT WE’RE READING HW&CO. DEAL UPDATE PUBLIC MARKETS M&A MARKET TRENDS ECONOMIC UPDATE PUBLIC COMPARABLES

CONTACTS

UNITED STATES Bill Roman Managing Director [email protected] +1 (617) 654-2101 Jay Hernandez Director [email protected] +1 (617) 654-2114

EUROPE Jeffery Perkins Managing Director [email protected] +49 (69) 3650638 13 Lars Friemann Director [email protected] +49 (69) 3650638 12 Alex Murrill Vice President [email protected] +44 (20) 7518 8918 Ben Lewis Vice President [email protected] +44 (20) 7518 8908

Flow Control Pumps and Filtration Valv es and Fittings Process / Motion Control

Test Services Testing, Inspection, and Certification Engineering and Consulting

www.harriswilliams.com

PAGE | 1

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

HW&CO. UPDATE DEAL SPOTLIGHT | JR AUTOMATION TECHNOLOGIES The Harris Williams & Co. Test, Measurement, and Control team continues our strong activity in 2015 having closed three sell-side transactions and actively working on several new deals coming to market soon. This includes the recent sale of Huizenga Automation Group, LLC (d/b/a JR Automation Technologies), a leading provider of intelligent automation solutions, to Crestview Partners. Harris Williams & Co. acted as the exclusive financial advisor to JR Automation Technologies and the company’s shareholders.

a portfolio company of

Our intelligent automation market insights were expanded through our active participation at several recent trade shows, including Automate, ProMate, Hannover Messe, and SPS IPC Drives. This allowed us to further witness the latest industry trends and talk with key decision makers about the dynamics driving strong investments in intelligent automation. The following summarizes some of our key observations.

has been acquired by

Global Wage Inflation

The global market continues to face upward pressure on wages, supported by rising educational standards and urban population migration in developing markets, such as Asia and Latin America. The average wage increased by 10% per annum from 2007 to 2011 in emerging Asian countries and 9% per annum in emerging Latin American countries. Having reached the “Lewis Turning Point,” companies in these regions are accelerating their investment in automation to reduce their labor content. China alone has seen a 56% average annual increase in the installed base of industrial robots from 2009 to 2014, with an expected doubling to occur by 2017. Accelerating Wage Growth…

…Resulting in Greater Regional Adoption Rates

Avg. annual percentage change from 2007-2011 100,000

Industrial Robots Sold (units)

10% 9% 8%

4% 3%

2%

80,000

60,000 40,000 20,000 0

'01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 Developed

Developed (Ex Japan)

Emerging Non-Japan Markets Total Asia Emerging

LatAm Emerging

EMEA Emerging

North America

China

South Korea

Japan

Germany

Profitability Pressures Companies continue to seek improved post-downturn profitability levels via a focus on productivity and process efficiency gains while reducing waste. This has become increasingly important as companies across all end markets seek to compete globally. Studies have consistently evidenced a 10% to 30% boost to productivity in many industries and upwards of 30% higher labor cost savings stemming from the use of automation. Financial Performance of Major Industries Percentage change from 2007-2014

∆ GM%

40%

∆ ROE%

30.4%

30% 20%

5.6%

10%

8.8%

9.8%

1.1%

0% -10%

(0.8%)

(2.6%)

(1.0%)

(3.9%)

(3.3%)

(0.7%)

-20% -30% -40%

(35.6%)

Aerospace

Auto

Medical / Life Sciences

Food / Consumer Goods

Plastics & Rubber

Semiconductors & Electronics

PAGE | 2

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

HW&CO. UPDATE Safety Regulations The automation of test and inspection processes enables medical, pharmaceutical, and food & beverage companies to more efficiently and effectively comply with increasingly stringent quality and safety standards from the FDA and other agencies. Increasingly stringent regulatory standards, such as the FDA's Food Safety Modernization Act and regulatory compliance acts involving medical devices, and the associated penalties for noncompliance, are further accelerating the adoption rate of intelligent automation along the entire supply chain. Automated systems are allowing for more consistent, repeatable process steps that allow for better synchronization across the supply chain, while providing for fulsome and accurate documentation reporting capabilities. These benefits are further adding to the value proposition, and associated adoption rate, of automation systems. Top Industries Adopting Automation 80%

73% 67%

Robot Orders (annual growth rate)

70% 60%

50% 40%

35%

32%

30%

20% 10% 0%

Medical / Life Sciences

Food / Consumer Plastics & Rubber Semiconductors Goods & Electronics

Enterprise Systems Connectivity amongst industrial operations and automated systems is expected to provide significant gains to productivity and process control as a result of the acquisition, organization and usage of the vast amount of data captured in these systems. Aided by emerging enterprise intelligent software solutions, manufacturing-related data from many sources will be combined into actionable analyses and visual summaries. Additionally, the growing ability for autonomous sharing and usage of data between enterprise-level and plant-floor systems will further unlock process efficiencies across the entire supply chain, from raw material providers to product end users. Estimated Commercial Value From Enterprise Connectivity Over the Next Decade

Reduced Time to Market

$810+ billion

Eliminated Waste Through Improved Logistics

$729+ billion

Greater Labor Efficiencies and Increased Productivity

$675+ billion

Increased Asset Utilization Reduces Costs

$675+ billion

PAGE | 3

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

WHAT WE’RE READING TAKEOFF IN ROBOTICS WILL POWER THE NEXT PRODUCTIVITY SURGE IN MANUFACTURING The Boston Consulting Group The use of advanced industrial robots is nearing the point of takeoff, a development that could power a new wave of productivity growth in many industries and lead to changes of up to 5 percentage points in the cost competitiveness of major export economies relative to the U.S. BCG projects that investment in industrial robots will accelerate markedly over the next decade, from annual growth that now averages 2% or 3% to around 10%. As a result, the total cost of manufacturing labor in 2025 could be 16% lower, on average, in the world’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% over and above productivity gains that typically come from other measures. Read the full article here. HOW THE INTERNET OF THINGS WILL GROW ACROSS SECTORS Business Insider The internet has already connected people throughout the world. Now the Internet of Things (IoT) aims to take the next step and connect the world’s devices, buildings, and objects. The IoT is forecasted to be the largest device market in the world by 2019, with 23.2 billion active devices. This represents a five-year compound annual growth rate of 57% between 2014 and 2019. The rapid uptick in growth can be attributed to the spread of internet connectivity, large-scale IoT investments, and the declining cost of internet-connected sensors. The primary benefits of the IoT are increased efficiency and lowered costs as enterprises are able to quickly understand mechanical performance, optimize production and shipments, and reallocate resources most effectively. End users stand to have more control over their physical environment and act upon it from anywhere allowing for real-time adjustments. Read the full article here. INTELLIGENT PUMPS EVOLVE WITH SMART VFDS AND CONNECTIVITY Flow Control Magazine Whether at home, the office, or on the industrial plant floor, energy efficiency is a common goal that is well established among homeowners, business owners, industry and government alike. But the focus on “pump systems efficiency” is a relatively new concept when it comes to industrial applications. The industrial pump market is steadily growing with new developments expected in pump control systems. Increasing regulations on energy efficiency and sanitary requirements, especially in the food & beverage and pharmaceutical industries, will provide new opportunities for pump manufacturers. Read the full article here. SLOWING EMERGING-MARKET GROWTH IS SAPPING GLOBAL ECONOMIC PROSPECTS Wall Street Journal According to the IMF, global economic growth will accelerate only marginally this year as slowing output in major emerging markets and a feeble expansion in wealthier countries drag down near-term prospects. Emerging markets are on course for their sixth straight year of slowing growth rates, led by a slowdown in China, a steep contraction in Russia and a recession in Brazil. The global economy should expand by 3.5% this year, with sluggish recoveries in Europe and Japan and softer output in the U.S. as a stronger dollar weighs on exports. Together with aging workforces and deteriorating productivity levels around the world, the global economy faces a bleak, low-growth outlook through 2020. Read the full article here.

PAGE | 4

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

M&A TRANSACTIONS RECENT M&A TRANSACTIONS Date

Target

Vertical

Business Description

Acquirer

4/16/2015

Schroedahl

Flow Control

Manufacturer of safety and control v alv es primarily for the pow er generation market.

CI RCOR I nternational, I nc.

4/9/2015

Sonitec-Vortisand I nc.

Flow Control

Manufactures crossflow micro-sand submicron automatic sand filtration products for the industrial process w ater treatment market.

Neptune-Benson, I nc.

4/9/2015

MATI S I NTERVENTI ONS SARL Test Serv ices

Prov ides maintenance serv ices for critical industrial process applications.

4/8/2015

I nspecta Group Oy

Test Serv ices

4/1/2015

Valv es I nc. of Texas

Flow Control

Prov ides inspection, testing, certification, technical consultancy, and training serv ices to the energy and pow er, manufacturing and engineering, and metals and mining, among other sectors. Prov ides v alv e maintenance products including lube sealant packaging products and v alv e flushes.

La Société Suisse pour la construction de Locomotiv es et de ACTA Holding BV

4/1/2015

Applied Speciation and Consulting, LLC

Test Serv ices

3/31/2015

Energy Dev elopment Associates, LLC

Test and Measurement

3/31/2015

Engineered Machinery I nc.

Test and Measurement

3/30/2015

Agilent Technologies I nc., X-Ray Diffraction Business

Test and Measurement

3/30/2015

Q-DAS GmbH & Co. KG

3/26/2015

KMG Chemicals I nc.

Prov ides analytical testing and laboratory consulting serv ices including trace metal and metal speciation analysis, inductiv ely coupled plasmamass spectrometry, and stable isotope ratio testing serv ices. Designs, dev elops, and manufactures pow er conv ersion products including photo-v oltaic pow er inv erters and regenerativ e load bank test systems. Manufactures, distributes, repairs, and refurbishes pumps and other components for the semiconductor and other high technology industries. Manufactures and markets single-crystal X-ray instruments for the global chemical crystallography market.

Brooks Rand Labs LLC

Process / Motion Control

Dev elops softw are and statistical process control solutions for industrial manufacturing applications.

Hexagon AB

ResMan AS

Test and Measurement

Prov ides w ireless and dow nhole measurement systems for inflow monitoring and control.

Nordic Capital

3/26/2015

Miitors ApS

Test and Measurement

Dev elops w ater meters based on ultrasonic systems measuring technology.

Apator Pow ogaz S.A.

3/25/2015

CONTROS Systems & Solutions GmbH

Test and Measurement

Prov ides underw ater sensors, systems, and serv ices for the detection, localization, and measurement of hydrocarbons and CO.

Kongsberg Maritime AS

3/24/2015

Clearw ater Group Plc

Flow Control

Baird Capital

3/24/2015

Mirion Technologies, I nc.

Test and Measurement

3/24/2015

Adv antage I ndustrial Automation, I nc.

Process / Motion Control

3/23/2015

RST Rostock System-Technik Test and Measurement GmbH

Specializes in designing, manufacturing, installing, serv icing, consulting, and optimizing filtration, separation, and treatment equipment to v arious industries in the United Kingdom and Europe. Prov ides radiation detection, measurement, analysis, and monitoring products and serv ices to the nuclear, defense, and medical end markets. Prov ides factory automation products, serv ices, and support for industrial users, original equipment manufacturers, and system integrators. Manufactures gas sensors, ground support systems, and test equipment for aerospace applications.

3/20/2015

Digi-Star I nv estments, I nc.

Test and Measurement

3/17/2015

Precisiv e, LLC

Test and Measurement

3/16/2015

Radiation Safety Serv ices Pty Ltd and Western Radiation Serv ices Pty Ltd Beijing New Biolink Technology Dev elopment Co., Ltd.

Test Serv ices

Prov ides radiation safety, protection, equipment, and training and consulting serv ices.

SGS SA

Flow Control

Designs, manufactures, and markets membrane and filters, chemicals, and fluid equipment for w astew ater treatment, and material filtration and separation.

Focused Photonics (Hangzhou), I nc.

3/13/2015

Rhombus Energy Solutions, I nc. Ryan Herco Flow Solutions, I nc. Rigaku Corporation

Charterhouse Capital Partners LLP Graybar Electric Company, I nc. FERCHAU Engineering GmbH

Dev elops, manufactures, and sells agricultural solutions including w eight Topcon Positioning Systems, sensors and control systems for feeding, planting, fertilizer, and harv est I nc. equipment manufacturers. Designs, manufactures and sells non-contact, optics-based instruments MKS I nstruments, I nc. for chemical composition monitoring in liquid, gas and solid samples.

PAGE | 5

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

M&A TRANSACTIONS RECENT M&A TRANSACTIONS (CONTINUED) Date

Target

Vertical

Business Description

Acquirer

3/11/2015

ReVera I ncorporated

Test and Measurement

Prov ides production metrology solutions for semiconductor processing.

Nov a Measuring I nstruments Ltd.

3/11/2015

Nav con Nav egacao e Controle Ltda

Test and Measurement

Designs and dev elops data acquisition and motion monitoring systems using inertial sensors for offshore, air, land, and space applications.

BMT Group Limited

3/8/2015

Distech Controls I nc.

Process / Motion Control

3/6/2015

Apex Metrology Solutions

Test Serv ices

3/4/2015

PCH Engineering A/S

Test and Measurement

Designs and manufactures building automation systems (BAS) and Acuity Brands, I nc. energy management systems for commercial, institutional, and gov ernment portfolios. Operates an inspection and testing laboratory, prov iding on-site Transcat I nc. serv ices; and scanning, large gage/fixture inspection, rev erse engineering, mold v erification, and probe serv ices. Manufactures v ibration monitoring equipment for industrial applications. Erhv erv sinv est Management A/S

3/3/2015

kubit GmbH

Test and Measurement

Dev elops softw are for capturing, surv eying, and as-built documentation FARO Technologies I nc. of existing conditions into the AutoCAD env ironment.

3/2/2015

Shenzhen Farad Electric Co., Ltd.

Process / Motion Control

Prov ides electric pow er engineering consulting, design, construction, supply, and automation solutions.

Guangdong Dynav olt Pow er Technology Co., Ltd.

2/26/2015

MACH4 Automatisierungstechnik GmbH KCB Kalibriercentrum Bayern

Process / Motion Control

Dev elops and produces automated modular systems that are used in pharmacies and hospitals in Germany and Europe.

Omnicell I nternational, I nc.

Test Serv ices

Prov ides laboratory and field calibration serv ices.

Atlas Copco AB

2/24/2015

JR Automation Technologies, LLC

Process / Motion Control

Designs, assembles, tests, and integrates intelligent automated manufacturing systems.

Crestv iew Partners, L.P.

2/23/2015

ACL I nstruments AG

Test and Measurement

Dev elops instruments, modules, and related softw are for the chemiluminescence-based analysis of oxidativ e reactions.

ReseaChem GmbH

2/23/2015

Aspen Pumps Limited

Flow Control

3i Group plc

2/23/2015

Polypore I nternational I nc. Flow Control

Designs, manufactures, and supplies condensate remov al pumps and accessories for the air conditioning, heating, and refrigeration industry w orldw ide. Dev elops, manufactures, and markets specialized microporous membranes for the use in separation and filtration processes.

2/19/2015

Gruppo Aturia SpA

Flow Control

Dev elops and produces magnetic driv e sealless pumps.

WPI L Limited

2/17/2015

MAGWEN Valv es GmbH

Flow Control

2/17/2015

Siemens Energy Packaged Process / Motion Control Pow er Solutions

Dev elops and manufactures ball and butterfly v alv es, choke and piston Rotex Automation Limited check v alv es, duo check and gate v alv es, shut/off v alv es, and self pressure regulators. Manufactures and assembles pow er equipment centers for low and Koontz-Wagner Custom medium v oltage sw itchgear and motor control center equipment. Controls Holdings LLC

2/12/2015

Applimotion, I nc.

Process / Motion Control

2/11/2015

PureSense Env ironmental I nc.

Test and Measurement

2/11/2015

Electric Field Solutions, I nc. Test and Measurement

2/11/2015

BioDiagnostics I nc.

Test Serv ices

2/10/2015

Air Monitor Corporation

Test and Measurement

2/25/2015

ESM Holdings Corporation

Designs, manufactures, and markets direct driv e frameless motors, linear GSI Group I nc. and linear arc (ARC) motor solutions, precision motion systems, motor components, and actuators. Prov ides real-time irrigation and field monitoring and controlling tools for Jain I rrigation, I nc. the agricultural industry. Dev elops and deliv ers electric field sensors used in v arious applications, Premier Serv ice I nc. including av iation, electric fault detection, electrostatic paint monitoring, and electrostatic discharge prev ention. Prov ides genetic testing, trait purity, germination and v igor testing, and Eurofins Scientific SA quality assurance consulting serv ices for the seed industry. Manufactures flow measurement products for use in the measurement and control of airflow and space pressurization in the commercial, industrial, and pow er industries.

Harbour Group

PAGE | 6

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

M&A TRANSACTIONS RECENT M&A TRANSACTIONS (CONTINUED) Date

Target

Vertical

Business Description

Acquirer

2/10/2015

Dr. Noll GmbH

Test and Measurement

Dev elops and assembles measurement dev ices for tire industry, textile, glass, and plastics industries.

Erhardt + Leimer GmbH

2/9/2015

SLETI SA

Process / Motion Control

Cockerill Maintenance & I ngénierie S.A.

2/9/2015

National I nspection & Consultants, LLC

Test Serv ices

2/9/2015

Env ironmental Ev aluation Limited

Test Serv ices

2/6/2015

iNDAT Robotics GmbH

Process / Motion Control

Designs and manufactures robotic systems, automation dev ices, tanks and equipment, industrial and I T products, production tools, plastic sheets, v entilation solutions, and measurement/control equipment. Prov ides non destructiv e examination serv ices including ultrasonic, contact, X-ray and gamma, flaw detection, liquid penetrant, and magnetic particle inspections/examinations. Prov ides consulting and monitoring serv ices in the areas of occupational hygiene, env ironmental assessment, and health and safety. Manufactures integrated robotic systems.

2/3/2015

J-Mac Tool, I nc.

Flow Control

Manufactures w ell serv ice pumps and fluid ends for oil and gas industries.

Forum Energy Technologies, I nc.

2/3/2015

Trace Laboratories, I nc.

Test Serv ices

2/2/2015

I nstrumentation Northw est, Test and Measurement I nc.

Offers testing, qualification, analysis, automation, and training serv ices in National Technical Systems the areas of compliance, life cycle testing, and printed circuit board I nc. design. Manufactures pressure transducers and w ater quality instrumentation Seametrics I nc. solutions.

2/2/2015

Adelaide I nspection Serv ices Pty Ltd

Test Serv ices

Prov ides non-destructiv e testing serv ices to pow er generation, construction, oil and gas, and mining industries.

I ntertek Group plc

2/2/2015

Bow tech Products Limited

Test and Measurement

Engages in the design, manufacture, supply, and lease of v ision systems for underw ater harsh env ironments.

Teledyne Technologies I nc.

1/31/2015

ALMA Serv ices

Test and Measurement

Prov ides petroleum metering and distribution products to the petroleum Grupo Orona distribution industry in Europe and Africa.

1/30/2015

JC Carter LLC

Flow Control

Designs, manufactures, and installs cryogenic submerged motor pumps.

Nikkiso Cryo, I nc.

1/30/2015

CableTest Systems I nc.

Test and Measurement

Prov ides cable testing solutions including w iring analyzer and softw are tools for flexible test dev elopment env ironments.

NEXEYA

1/30/2015

FronTone GmbH

Test and Measurement

Dev elops and manufactures adv anced safety test equipment for v ehicle interior and front testing.

Humanetics I nnov ativ e Solutions, I nc.

1/29/2015

Lansmont Corporation

Test and Measurement

Designs and manufactures testing equipment and self-pow ered field instruments for recording and characterizing distribution env ironments.

Data Physics Corporation

1/29/2015

Alicona I maging GmbH

Test and Measurement

Prov ides optical 3D measurement and inspection solutions for the laboratory and production use.

1/29/2015

M&R Automation GmbH

Process / Motion Control

1/29/2015

Centre of Testing Serv ice Co., Ltd.

Test Serv ices

Dev elops and manufactures custom-made production lines and testing systems for automotiv e, electronics, consumer goods, pharmaceutical, and medical industries. Prov ides testing and certification serv ices in Guangzhou and Ningbo, China.

Quadriga Capital Beteiligungsberatung GmbH Quadriga Capital Beteiligungsberatung GmbH Bureau Veritas SA

1/20/2015

Ardan Control Tech LTD

Process / Motion Control

Distributes integrated automation and control solutions.

LUDAN-TECH Ltd.

1/16/2015

ChemiSens AB

Test and Measurement

Manufactures and sells reaction calorimeter systems that measure the heat flow to chemical industries and institutions w orldw ide.

Blacktrace Holdings Limited

1/14/2015

ProFlo I nc., ProStrainer Product Line

Flow Control

Prov ides pump strainers, flow straighteners, and auto air ev acuators.

Neptune-Benson, I nc.

The Edgew ater Funds; JZ Capital Partners Limited Exov a Group plc

NSM MAGNETTECHNI K GmbH

PAGE | 7

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

PUBLIC MARKETS OVERVIEW Test and Measurement

Flow Control

TEV / LTM EBITDA

Process / Motion Control

Test Serv ices

TEV / 2015E EBITDA

Instrumentation

12.9x

Instrumentation

Sensors

12.8x

Sensors

16.6x

Technology and Software

15.2x

Life Sciences and Laboratory

11.9x

Pumps and Filtration

11.4x

Motion and Drives

11.1x

Inte lligent Automation

10.0x

Motion and Drives

10.2x

11.2x

Condition Monitoring

11.2x

Testing, Ins pection, and Certification

Engineering and Consulting

11.1x

Engineering and Consulting

NET DEBT / LTM EBITDA 1.2x

0.7x

Life Sciences and Laboratory

0.7x

Pumps and Filtration

1.2x

Valves and Fittings

1.0x

2.0x 0.7x 2.1x

15.1%

Actuators and Positioners

15.1% 21.0% 16.8%

Testing, Ins pection, and Certification

2.7x

Engineering and Consulting

CAPEX / REVENUE (2013 – 2015P)

9.9%

Engineering and Consulting

RESEARCH & DEVELOPMENT / LTM REVENUE 3.1%

3.7%

Pumps and Filtration

2.7%

Valves and Fittings

3.3%

Motion and Drives

8.0%

Te chnology and Software

5.4%

Life Sciences and Laboratory

3.2%

Pumps and Filtration

6.6%

Sensors

4.8%

Technology and Software Life Sciences and Laboratory

7.2%

Instrumentation

4.1%

Sensors

1.7% 1.3% 4.4%

Motion and Drives

2.8%

3.6%

Inte lligent Automation

2.5%

3.0%

Actuators and Positioners

4.1% 4.5%

Te sting, Ins pection, and Certification

Engineering and Consulting

17.0%

Intelligent Automation

Condition Monitoring

Te sting, Ins pection, and Certification

Condition Monitoring

14.3%

Motion and Drives

Actuators and Positioners

Intelligent Automation

20.6% 17.6%

Valves and Fittings

-0.4x

Condition Monitoring

20.1% 16.5%

Te chnology and Software

Pumps and Filtration

Motion and Drives

16.0%

Sensors

-0.9x

Life Sciences and Laboratory

Actuators and Positioners

9.2x

Instrumentation

0.9x

Sensors

Valves and Fittings

10.1x 9.8x

AVERAGE EBITDA MARGIN (2013 – 2015P)

Instrumentation

Instrumentation

9.9x 9.1x

Actuators and Positioners

Condition Monitoring

Inte lligent Automation

11.5x

Valves and Fittings

Testing, Ins pection, and Certification

Technology and Software

14.9x

Inte lligent Automation

9.8x

Actuators and Positioners

11.8x

Te chnology and Software Life Sciences and Laboratory Pumps and Filtration

10.7x

Valves and Fittings

12.1x 10.8x

3.7%

11.1%

Condition Monitoring Testing, Ins pection, and Certification

0.1%

Engineering and Consulting

0.1%

PAGE | 8

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

GLOBAL M&A TRENDS GENERAL MARKET OBSERVATIONS The global M&A industry saw $902.2 billion in deals announced in Q1 2015, a 23.1% jump compared to the $732.8 billion figure from the same time period in 2014.

 

The U.S. M&A environment remains active, with aggregate deal volume increasing by 27.8% in Q1 2015 year over year. European M&A deal volume increased by 12.7% in Q1 2015 year over year, reaching the highest Q1 level since 2011.

The global test, measurement, and control sector saw 149 deals close through Q1 2015, representing a 4.2% increase compared to Q4 2014.

TEST, MEASUREMENT, AND CONTROL QUARTERLY M&A ACTIVITY

Number ofAnnounced M&A Deals

250

200

150

100

50

0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2010

2011

2012

2013

2014

2015

PAGE | 9

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

ECONOMIC UPDATE GROSS DOMESTIC PRODUCT U.S.

 

Real GDP increased by 0.5% for Q4 2014, (overall GDP increased by 2.4% in 2014), led by gains in consumer spending and nonresidential fixed investment. Growth for the year was lower than anticipated due to an increased trade gap and a weather-driven drop in GDP during the first quarter. PNC economists forecast GDP growth of 3.0% and unemployment nearing 5.0% in 2015. Energy prices continue to weigh on the economy in the short-term; however, growth will reaccelerate over the rest of the year as consumers spend more on other goods and services, supporting faster economic growth.

EU-28



2.0% 1.5%

Q4: 0.5% 1.0% 0.5% 0.0%

Q4: 0.4%

-0.5%

-1.0% Q4 Q1 2012 2013

Seasonally adjusted GDP in the EU for Q4 2014 rose by 0.4%, with 1.3% annualized growth.

Q2 Q3 Q4 Q1 2013 2013 2013 2014

U.S. INDUSTRIAL PRODUCTION U.S.



Industrial production increased by 0.1% from January 2015 to February 2015, after a slight decrease from December 2014 to January 2015. The slight increase in February is largely due to an increase in consumer goods and consumer energy products. Capacity utilization has decreased to 78.9% as of February 2015.

EU-28



Industrial production during February 2015 increased by 0.9%, led by a rise in non-durable consumer goods and energy. Capacity utilization has remained relatively flat at 80.2% as of February 2015.

U.S.



In February 2015, new orders decreased by 0.2%. Severe weather and low oil prices adversely affected core capital goods orders.

EU-28



The EU saw total new orders fall by 0.9% in February 2015, resulting in a total decrease of 3.4% through Q1 2015.

Feb-15: 105.8

106.0

104.0 102.0 100.0

Feb-15: 103.0

98.0 96.0 94.0 92.0

U.S.



The Leading Economic Index increased by 0.2% from January 2015 to February 2015 to reach 121.4.

EU-28

140.0 136.0

132.0 128.0 124.0 120.0 116.0 112.0 108.0 104.0 100.0 96.0

Feb-15: 115.1

Feb-15: 110.2

U.S. ECONOMIC SENTIMENT

EU-28

130.0

120.0 Feb-15: 121.4

110.0

EU-28



The Euro Commission Economic Sentiment Index slightly increased in February 2015 by 0.4%.

Q3 Q4 2014 2014

EU-28

108.0

U.S. NEW ORDERS

Q2 2014

100.0

Feb-15: 104.7

90.0

U.S.

EU-28 PAGE | 10

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

OUR FIRM 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 and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at www.harriswilliams.com/industries. Aerospace, Defense & Government Services

Building Products & Materials

Business Services

Consumer

Energy & Power

Healthcare & Life Sciences

Industrials

Specialty Distribution

Technology, Media & Telecom

Transportation & Logistics

Test, Measurement, and Control

HARRIS WILLIAMS & CO. OFFICE LOCATIONS UNITED STATES

EUROPE

Boston

Philadelphia

Frankfurt

Cleveland

Richmond (U.S. Headquarters)

London

Minneapolis

San Francisco

Two International Place 24th Floor Boston, Massachusetts 02110 Phone: +1 (617) 482-7501 Fax: +1 (617) 482-7503 1900 East 9th Street 20th Floor Cleveland, Ohio 44114 Phone: +1 (216) 689-2400 Fax: +1 (216) 689-2401 222 South 9th Street Suite 3350 Minneapolis, Minnesota 55402 Phone: +1 (612) 359-2700 Fax: +1 (612) 359-2701

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Bockenheimer Landstrasse 33-35 60325 Frankfurt Germany Phone: +49 069 3650638 00 Fax: +49 069 3650638 01 63 Brook Street London W1K 4HS, England Phone: +44 (0) 20 7518 8900 Fax: +44 (0) 20 7526 2187

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PAGE | 11

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

PUBLIC COMPARABLES TEST AND MEASUREMENT As of April 23, 2015 ($ in Millions, except per share amounts) Stock Performance LTM Margins EBITDA Instrumentation AMETEK, I nc.

Gross

TEV

Current

1-Month

1-Year

% of

R&D / Sales

Price

Change

Change

LTM High

LTM

TEV / EBITDA LTM

2015E

25.8%

35.4%

$14,057

$52.69

(0.8%)

1.3%

96.7%

5.2%

13.6x

12.7x

Danaher Corp.

22.6%

52.8%

$60,657

$84.69

(2.7%)

16.3%

96.1%

6.5%

13.3x

12.8x

Spectris plc

18.4%

57.6%

$4,221

$33.88

1.8%

(11.2%)

93.0%

7.0%

12.5x

11.9x

Badger Meter I nc.

16.9%

36.2%

$997

$64.22

8.9%

26.1%

99.4%

2.6%

16.2x

15.1x

Teledyne Technologies I nc.

16.4%

38.1%

$4,458

$109.15

6.4%

14.3%

99.2%

17.9%

11.3x

10.8x

National I nstruments Corporation

16.3%

74.5%

$3,651

$32.17

(2.1%)

16.6%

95.8%

18.2%

18.0x

12.6x

ESCO Technologies I nc.

15.6%

39.3%

$1,015

$38.05

(1.0%)

8.8%

95.8%

7.8%

12.3x

10.9x

Jenoptik AG

12.1%

34.8%

$797

$12.20

(13.0%)

(25.3%)

82.6%

6.7%

9.2x

8.4x

Oxford I nstruments plc

10.7%

44.9%

$991

$13.73

13.4%

(40.9%)

62.8%

7.4%

15.3x

12.4x

$1,670

$37.24

I tron, I nc.

8.6%

31.6%

2.5%

4.2%

85.3%

8.9%

9.9x

9.9x

Median

16.4%

38.7%

0.5%

6.5%

95.8%

7.2%

12.9x

12.1x

Mean

16.3%

44.5%

1.3%

1.0%

90.7%

8.8%

13.2x

11.8x

Sensors Sensata Technologies Holding NV

25.1%

34.8%

$12,529

$58.29

2.4%

30.3%

98.7%

3.4%

20.7x

16.2x

Meggitt PLC

22.7%

40.1%

$7,421

$8.28

(2.7%)

4.3%

92.7%

7.0%

13.5x

11.0x

FLI R Systems, I nc.

22.7%

49.8%

$4,165

$30.91

(1.1%)

(13.4%)

82.6%

9.4%

12.1x

11.2x

Honeywell I nternational I nc.

17.5%

28.8%

$81,689

$103.01

(0.0%)

10.6%

97.0%

7.3%

11.7x

10.1x

MTS Systems Corporation

14.3%

39.9%

$1,133

$74.80

(0.0%)

11.3%

96.7%

4.2%

13.9x

10.6x

First Sensor AG

10.2%

50.3%

$147

$11.19

1.2%

(18.4%)

91.4%

6.2%

9.6x

8.1x

Median

20.1%

40.0%

(0.0%)

7.5%

94.7%

6.6%

12.8x

10.8x

Mean

18.8%

40.6%

(0.0%)

4.1%

93.2%

6.2%

13.6x

11.2x

Technology and Software Hexagon AB

24.8%

57.8%

$15,493

$37.56

8.5%

19.9%

16.3%

NM

19.7x

16.0x

FARO Technologies I nc.

13.1%

55.3%

$602

$44.66

(26.5%)

(9.1%)

68.0%

8.0%

13.4x

13.3x

Mistras Group, I nc.

8.9%

28.7%

$655

$18.19

1.3%

(24.3%)

71.4%

0.4%

10.3x

8.3x

Muehlbauer Holding AG & Co. KGaA

1.1%

31.0%

$267

$20.28

6.0%

(20.5%)

80.8%

14.4%

91.3x

10.4x

Median

11.0%

43.1%

3.6%

(14.8%)

69.7%

8.0%

16.6x

11.8x

Mean

12.0%

43.2%

(2.7%)

(8.5%)

59.1%

7.6%

33.7x

12.0x 14.9x

Life Sciences and Laboratory Waters Corporation

32.1%

58.5%

$9,691

$124.35

0.6%

11.9%

98.1%

5.4%

15.2x

Mesa Laboratories I nc.

29.8%

60.5%

$321

$83.26

10.4%

(4.8%)

92.6%

4.6%

15.7x

NA

Thermo Fisher Scientific, I nc.

23.9%

46.6%

$65,552

$129.55

(3.9%)

8.6%

93.2%

4.1%

16.2x

15.7x

FEI Company

22.0%

48.6%

$2,782

$75.15

(3.2%)

(19.9%)

79.5%

10.7%

13.2x

12.1x

Mettler-Toledo I nternational I nc.

20.8%

47.4%

$9,474

$324.36

(1.9%)

38.9%

97.3%

5.0%

18.3x

16.7x

Sartorius Aktiengesellschaft

20.3%

48.4%

$3,012

$152.64

12.6%

11.7%

95.0%

6.0%

14.6x

12.5x

Agilent Technologies I nc.

17.7%

52.0%

$13,855

$42.62

1.0%

(22.0%)

71.5%

10.2%

11.2x

15.8x

PerkinElmer I nc.

15.4%

45.0%

$6,711

$51.57

3.5%

16.5%

99.2%

5.4%

19.5x

15.0x

Bruker Corporation

12.0%

43.6%

$3,119

$19.32

(2.0%)

(8.7%)

77.5%

9.6%

14.4x

13.4x

Median

20.8%

48.4%

0.6%

8.6%

93.2%

5.4%

15.2x

14.9x

Mean

21.5%

50.1%

1.9%

3.6%

89.3%

6.8%

15.4x

14.5x

Overall Median

17.5%

45.0%

0.6%

4.3%

93.0%

6.8%

13.6x

12.4x

Overall Mean

17.9%

45.3%

0.7%

1.1%

86.4%

7.5%

16.8x

12.5x

PAGE | 12

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

PUBLIC COMPARABLES FLOW CONTROL As of April 23, 2015 ($ in Millions, except per share amounts) Stock Performance LTM Margins EBITDA

Gross

TEV

Current

1-Month

1-Year

% of

R&D / Sales

Price

Change

Change

LTM High

LTM

TEV / EBITDA LTM

2015E

Pumps and Filtration Graco I nc.

28.2%

54.6%

$4,375

$71.33

(2.7%)

(3.3%)

86.8%

4.4%

12.7x

12.4x

I DEX Corporation

24.4%

44.3%

$6,255

$75.42

(1.3%)

3.1%

92.2%

1.7%

11.9x

12.0x

Pall Corporation

23.2%

51.1%

$10,607

$98.08

(5.8%)

13.7%

92.4%

3.6%

16.0x

15.5x

I MI plc

20.0%

45.7%

$5,370

$18.67

(4.8%)

(25.5%)

77.5%

0.0%

10.2x

10.5x

Essentra plc

19.7%

57.2%

$4,026

$15.19

0.6%

9.1%

95.1%

NM

15.1x

11.6x

Flow serv e Corp.

18.2%

35.2%

$8,425

$57.24

(0.1%)

(27.6%)

71.8%

0.8%

9.5x

9.4x

Pentair plc

16.9%

35.0%

$14,326

$63.59

(1.2%)

(20.1%)

78.9%

1.7%

12.0x

11.5x

Donaldson Company, I nc.

16.5%

35.3%

$5,450

$37.66

(0.7%)

(10.4%)

86.8%

2.5%

13.3x

12.9x

Trelleborg AB

16.3%

35.5%

$6,226

$19.73

1.9%

(0.6%)

94.7%

1.5%

13.3x

12.8x

Xylem I nc.

16.1%

38.6%

$7,009

$35.14

(1.1%)

(0.5%)

87.9%

2.7%

11.1x

11.1x

Gorman-Rupp Co.

15.6%

24.7%

$741

$28.69

0.3%

(8.0%)

72.9%

NM

10.9x

9.9x

ESCO Technologies I nc.

15.6%

39.3%

$1,003

$37.60

(2.2%)

7.6%

94.6%

7.8%

12.2x

10.8x

I TT Corporation

15.2%

32.6%

$3,115

$40.83

2.7%

(6.7%)

82.6%

2.9%

7.7x

7.5x

Franklin Electric Co., I nc.

15.2%

32.9%

$1,955

$38.41

(0.2%)

(7.6%)

92.0%

0.0%

12.3x

11.5x

Colfax Corporation

13.8%

32.2%

$7,424

$48.33

0.8%

(32.7%)

64.1%

0.9%

11.6x

11.9x

Sulzer, Ltd.

11.7%

31.4%

$3,030

$112.76

1.9%

(25.4%)

77.3%

2.4%

8.0x

7.9x

7.9%

28.9%

$4,372

$83.60

(1.0%)

(16.3%)

75.0%

1.1%

11.7x

8.5x

Median

16.3%

35.3%

(0.7%)

(7.6%)

86.8%

1.7%

11.9x

11.5x

Mean

17.3%

38.5%

(0.8%)

(8.9%)

83.7%

2.3%

11.7x

11.0x

The Weir Group PLC

18.0%

33.1%

$7,256

$27.97

6.7%

(35.0%)

65.7%

1.0%

10.8x

11.7x

Curtiss-Wright Corporation

17.9%

34.6%

$4,068

$74.47

2.8%

17.1%

96.0%

3.0%

10.1x

9.4x

Cameron I nternational Corporation

15.8%

28.1%

$11,946

$49.78

13.2%

(21.7%)

66.5%

1.2%

7.3x

9.0x

Mueller Water Products, I nc.

15.3%

29.6%

$2,071

$10.05

3.9%

6.2%

95.4%

1.3%

11.4x

10.0x

Crane Co.

14.9%

34.9%

$4,064

$61.21

(3.7%)

(13.8%)

79.5%

2.3%

9.3x

8.2x

Parker-Hannifin Corporation

14.6%

24.0%

$18,313

$121.47

1.6%

(3.1%)

91.1%

3.1%

9.4x

8.8x

Aalberts I ndustries NV

14.6%

60.5%

$4,165

$30.59

(2.0%)

(9.4%)

93.1%

NM

10.7x

10.2x

Watts Water Technologies, I nc.

13.0%

35.8%

$2,178

$54.42

(0.9%)

(7.1%)

82.7%

1.5%

11.1x

10.6x

I ndutrade AB

13.0%

33.7%

$2,167

$47.64

9.0%

4.5%

97.5%

1.1%

13.4x

12.8x

CI RCOR I nternational, I nc.

12.6%

31.5%

$901

$57.02

3.3%

(20.9%)

68.6%

0.9%

8.5x

10.0x

8.0%

13.6%

$2,011

$36.67

3.4%

23.1%

98.6%

NM

10.7x

NA

Median

14.6%

33.1%

3.3%

(7.1%)

91.1%

1.3%

10.7x

10.0x

Mean

14.3%

32.7%

3.4%

(5.5%)

85.0%

1.7%

10.2x

10.1x

Overall Median

15.6%

34.8%

0.1%

(7.3%)

86.8%

1.6%

11.1x

10.6x

Overall Mean

16.2%

36.2%

0.9%

(7.5%)

84.2%

2.1%

11.2x

10.7x

SPX Corporation

Valves and Fittings

Mueller I ndustries I nc.

PAGE | 13

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

PUBLIC COMPARABLES PROCESS / MOTION CONTROL As of April 23, 2015 ($ in Millions, except per share amounts) Stock Performance LTM Margins EBITDA

Gross

TEV

Current

1-Month

1-Year

% of

R&D / Sales

Price

Change

Change

LTM High

LTM

TEV / EBITDA LTM

2015E

Motion and Drives AMETEK I nc.

25.8%

35.4%

$13,821

$51.71

(2.6%)

(0.6%)

94.9%

5.2%

13.3x

12.5x

Danaher Corp.

22.8%

52.7%

$60,093

$84.22

(3.2%)

15.6%

95.6%

6.6%

13.2x

12.6x

Rockw ell Automation I nc.

20.4%

42.0%

$14,713

$112.31

(1.9%)

(11.6%)

87.4%

4.4%

10.9x

10.2x

Rexnord Corporation

17.6%

36.1%

$4,236

$26.31

0.6%

(5.4%)

87.8%

1.9%

11.4x

9.8x

Nidec Corporation

15.8%

23.6%

$20,091

$69.04

5.1%

19.6%

96.9%

4.4%

15.5x

12.6x

Schneider Electric SE

14.9%

37.7%

$48,684

$75.02

(3.3%)

(17.5%)

92.5%

2.3%

10.8x

10.5x

ABB Ltd.

13.8%

28.2%

$50,534

$21.81

4.5%

(15.3%)

89.3%

3.8%

9.2x

9.3x

Siemens Aktiengesellschaft

10.9%

28.8%

$101,711

$106.57

(0.7%)

(21.0%)

93.0%

5.7%

10.6x

9.9x

Yaskaw a Electric Corp.

10.5%

31.2%

$4,105

$14.53

(1.4%)

11.1%

94.5%

3.6%

11.9x

10.1x

Median

15.8%

35.4%

(1.4%)

(5.4%)

93.0%

4.4%

11.4x

10.2x

Mean

16.9%

35.1%

(0.3%)

(2.8%)

92.4%

4.2%

11.9x

10.8x

Fanuc Corporation

43.1%

51.6%

$34,559

$216.20

(6.0%)

18.8%

91.8%

2.8%

14.8x

13.9x

Rockw ell Automation I nc.

20.4%

42.0%

$14,713

$112.31

(1.9%)

(11.6%)

87.4%

4.4%

10.9x

10.2x

ABB Ltd.

13.8%

28.2%

$50,534

$21.81

4.5%

(15.3%)

89.3%

3.8%

9.2x

9.3x

FARO Technologies I nc.

13.1%

55.3%

$907

$62.23

2.4%

26.6%

94.8%

8.0%

20.3x

16.5x

Metso Corporation

12.4%

30.0%

$5,051

$29.52

(1.5%)

(26.7%)

85.7%

1.7%

9.2x

9.7x

ATS Automation Tooling Systems I nc.

12.3%

26.8%

$1,200

$11.13

5.6%

(16.4%)

82.3%

0.5%

13.4x

9.8x

Krones AG

9.1%

100.0%

$3,181

$107.75

9.3%

17.5%

96.7%

3.6%

9.7x

9.9x

KUKA Aktiengesellschaft

8.7%

25.1%

$2,570

$73.11

(6.2%)

48.6%

89.2%

3.7%

11.6x

11.0x

Mikron Holding AG

3.1%

57.9%

$86

$6.87

10.7%

(13.3%)

66.2%

2.5%

11.1x

8.7x

Median

12.4%

42.0%

2.4%

(11.6%)

89.2%

3.6%

11.1x

9.9x

Mean

15.1%

46.3%

1.9%

3.1%

87.0%

3.4%

12.2x

11.0x

Pentair plc

16.9%

35.0%

$14,326

$63.59

(1.2%)

(20.1%)

78.9%

1.7%

12.0x

11.5x

CTS Corporation

16.6%

32.6%

$519

$17.34

(2.4%)

(12.1%)

85.0%

5.6%

7.7x

8.1x

Eaton Corporation plc

15.9%

31.2%

$40,381

$69.11

2.3%

(6.4%)

86.4%

2.9%

11.3x

10.9x

Parker-Hannifin Corporation

14.6%

24.0%

$18,313

$121.47

1.6%

(3.1%)

91.1%

3.1%

9.4x

8.8x

Moog I nc.

13.4%

29.7%

$3,579

$71.44

(4.4%)

13.7%

90.2%

5.1%

10.1x

9.5x

Altra I ndustrial Motion Corp.

13.3%

30.4%

$952

$28.14

4.3%

(17.4%)

73.9%

1.9%

8.7x

8.8x

Median

15.3%

30.8%

0.2%

(9.2%)

85.7%

3.0%

9.8x

9.1x

Mean

15.1%

30.5%

0.0%

(7.6%)

84.2%

3.4%

9.9x

9.6x

Cognex Corporation

32.1%

75.1%

$4,196

$50.08

0.9%

51.3%

95.4%

12.3%

26.9x

25.8x

AMETEK I nc.

25.8%

35.4%

$13,821

$51.71

(2.6%)

(0.6%)

94.9%

5.2%

13.3x

12.5x

I sra Vision AG.

20.5%

55.3%

$306

$62.84

(3.6%)

(10.8%)

87.4%

13.2%

11.9x

8.3x

MKS I nstruments, I nc.

20.3%

43.3%

$1,315

$32.89

(9.0%)

15.4%

86.9%

8.1%

8.3x

7.3x

Augusta Technologie AG

18.5%

49.2%

$222

$35.16

1.4%

(1.7%)

99.1%

9.5%

7.6x

NA

Basler AG

17.5%

51.8%

$183

$53.97

3.6%

8.2%

89.4%

11.1%

10.9x

9.6x

Teledyne Technologies I nc.

16.4%

38.1%

$4,391

$107.27

4.5%

12.3%

97.4%

17.9%

11.2x

10.6x

National I nstruments Corporation

16.3%

74.5%

$3,659

$32.23

(1.9%)

16.9%

96.0%

18.2%

18.1x

12.7x

AB SKF

13.8%

25.0%

$13,203

$23.93

(5.8%)

(2.3%)

89.3%

3.1%

11.2x

9.4x

Median

18.5%

49.2%

(1.9%)

8.2%

94.9%

11.1%

11.2x

10.1x

Mean

20.1%

49.7%

(1.4%)

9.8%

92.9%

11.0%

13.3x

12.0x

Overall Median

15.9%

35.4%

(1.2%)

(2.3%)

89.4%

4.4%

11.2x

10.0x

Overall Mean

17.0%

41.3%

0.0%

1.4%

89.6%

5.7%

12.0x

10.9x

Intelligent Automation

Actuators and Positioners

Condition Monitoring

PAGE | 14

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

PUBLIC COMPARABLES TEST SERVICES As of April 23, 2015 ($ in Millions, except per share amounts) Stock Performance LTM Margins EBITDA

Gross

TEV

Current

1-Month

1-Year

% of

Price

Change

Change

LTM High

TEV / EBITDA LTM

2015E

Testing, Inspection, and Certification SGS SA

20.7%

44.7%

$15,210

$1,926.89

(0.2%)

(21.0%)

81.3%

12.4x

12.3x

Bureau Veritas SA

19.5%

23.3%

$11,808

$22.41

3.7%

(26.8%)

89.9%

12.0x

12.2x

ALS Limited

18.9%

84.4%

$2,103

$3.62

(7.6%)

(47.5%)

50.2%

8.3x

8.7x

SAI Global Limited

18.0%

32.1%

$818

$3.07

(2.1%)

(22.9%)

75.3%

10.4x

8.4x

I ntertek Group plc

17.5%

56.0%

$7,275

$39.13

2.9%

(20.3%)

84.2%

12.8x

11.9x

Eurofins Scientific SA

17.5%

17.8%

$4,760

$279.08

2.1%

0.0%

95.0%

16.0x

14.1x

Applus Serv ices, S.A.

10.2%

33.4%

$2,226

$11.53

4.4%

NA

61.1%

11.2x

9.8x

Mistras Group, I nc.

8.9%

28.7%

$657

$18.26

1.7%

(24.0%)

71.7%

10.3x

8.3x

Furmanite Corporation

6.4%

24.9%

$324

$7.77

1.8%

(20.6%)

64.8%

9.6x

8.0x

Median

17.5%

32.1%

1.8%

(21.9%)

75.3%

11.2x

9.8x

Mean

15.3%

38.3%

0.7%

(22.9%)

74.8%

11.4x

10.4x

Abengoa SA

18.3%

43.2%

$12,172

$3.72

3.5%

(33.3%)

67.1%

7.5x

7.8x

Fomento de Construcciones y Contratas, S.A.

11.1%

64.9%

$8,439

$11.85

3.7%

(44.4%)

59.4%

9.8x

9.2x

Tetra Tech I nc.

8.1%

15.3%

$1,629

$24.73

1.1%

(12.7%)

85.0%

11.1x

7.7x

ARCADI S NV

7.9%

19.4%

$3,252

$32.55

3.5%

(10.9%)

96.3%

12.8x

10.5x

WSP Global I nc.

7.6%

20.1%

$3,672

$35.29

9.8%

4.4%

97.8%

19.2x

10.8x

Amec Foster Wheeler plc

7.6%

13.0%

$6,702

$14.04

0.4%

(29.7%)

73.9%

14.2x

9.5x

Jacobs Engineering Group I nc.

6.2%

16.7%

$6,205

$47.46

7.9%

(25.5%)

73.0%

7.8x

7.5x

7.9%

19.4%

3.5%

(25.5%)

73.9%

11.1x

9.2x

Engineering and Consulting

Median

9.5%

27.5%

4.3%

(21.7%)

78.9%

11.8x

9.0x

Overall Median

Mean

10.6%

26.8%

2.5%

(22.9%)

74.6%

11.1x

9.3x

Overall Mean

12.8%

33.6%

2.3%

(22.3%)

76.6%

11.6x

9.8x

PAGE | 15

TEST, MEASUREMENT, AND CONTROL INDUSTRY UPDATE │ SPRING 2015

HARRIS WILLIAMS & CO. SOURCES Automation World

Manufacturing Business Technology

BCG

Markets & Markets

Bureau of Labor Statistics

Mergermarket

Business Insider

PitchBook

Capital IQ

PNC Economic Outlook

Dealogic

RIA

Eurostat

S&P Leveraged Commentary & Data

Flow Control Magazine

Thomson Reuters

Food Magazine

U.S. Census Bureau

IFR

The Wall Street Journal

DISCLOSURES Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS. The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent. Copyright© 2015 Harris Williams & Co., all rights reserved.

PAGE | 16