bank of america pitchbook

Strictly Confidential

Presentation to C. R. BardDiscussion Materials | November 6, 2015


I. BARK LEAVES DEAL TEAMII. EXECUTIVE SUMMARYIII. C. R. BARD OVERVIEWIV. MEDICAL TECHNOLOGY INDUSTRY OVERVIEWV. POTENTIAL ACQUISITIONSVI. VALUATION ANALYSISVII. APPENDICIES

Table Of Contents


I. BARK LEAVES DEAL TEAM


Bark Leaves Deal Team

| 1

• Indiana University• Kelley School of Business

| 2018• Majors: Finance &

Technology Management

• Indiana University• Kelley School of Business |

2018• Majors: Finance &

Accounting


2018• Majors: Finance, Economic

Consulting, Public Policy Analysis

• Indiana University• Kelley School of Business | 2018• Major: Finance & Economic

Consulting


2018• Majors: Finance &

Accounting

J.T. KilduffKyle Carlson

Tim Newton

Ryan Prince

Chatham Anderson


II. EXECUTIVE SUMMARY


Executive Summary

Overview

Current Positioning

Recommendation

Future Acquisitions

The size of the global medical technology industry’s market cap stands at approximately $350 billion In 2014, M&A activity set record highs, consolidation sparked in part by increasing costs of compliance

in healthcare

With over 100 years of medical technology innovation, C.R. Bard has grown to become a 14 billion dollar company

Bard develops over 3 billion dollars yearly in sales of Vascular, Oncology, Urology, and Surgical Specialty product segments

Bark Leaves recommends that C.R. Bard Inc. acquire AngioDynamics Inc. in a strictly cash deal Build internal strategic cooperation with AngioDynamics post-acquisition, to gain synergies through

consolidated operations as well as gain market presence

AngioDynamics offers unique products in Peripheral Vascular, Vascular Access, and Oncology/Surgical technologies

Recent difficulties in product launch has left AngioDynamics undervalued and ideal for acquisition by C.R. Bard

| 2


III. C. R. BARD OVERVIEW

C.R. Bard Company Overview

Headquartered in New Jersey, Bard sells medical technology with the help of nearly 14000 employees

Bard was incorporated in 1923 and its first product catalog was released in 1925

Led by CEO/Chairman Timothy Rings, Bard markets vascular, urological, oncological, and surgical specialties products

FDA cleared the company's Lutonix DCB for PTA making it the first and only FDA-approved Drug-Coated Balloon (DCB) catheter in the U.S.

8.3% organic

growth rate in 3Q sales

Approx. 80% of revenue comes from

product lines where

Bard has number one or number two market

share

Lutonix DCB sales up

48% in 3Q

Business Description Key Data

Sources of RevenueOperating Revenue ($MM)

| 3

Vascular 25%

Gore Royalty

4%

Urology 24%

Surgical Specialties

17%

Oncology 27%

Other 3%

Enterprise Value $14,157.6B

Sales $3.32B

Net Income $289.7M

Price (11/2/2015) $190.06Volume (11/2/2015) 154.49K

52 Week Range $161.79-$202.47

2013 2014 2015E 2016E 2017E0

200

400

600

800

1000

1200

C.R. Bard Strategic FocusResearch & Development

The company’s R&D budget was 9.1% of net sales in 2014, emphasizing its focus on product innovation to spur growth

The company’s R&D expenditures, including acquired in-process R&D, were $302.0 million, $295.7 million, & $203.2 million in 2014, 2013, and 2012, respectively

The company evaluates developing technologies primarily in areas where it may have technological or marketing expertise for possible investment or acquisitionM&A

The company also makes selective acquisitions of businesses, products, & technologies, generally focusing on small-to-medium sized transactions to provide ongoing growth opportunities.

The company may also periodically divest lines of business in which it is not able to reasonably attain or maintain a leadership position in the market or for other strategic reasons

The company spent $13.3 million in 2014, $498.5 million in 2013, and $159.3 million in 2012 for the acquisition of businesses, products, & technologies to augment existing product lines

In 2011, Bard acquired Lutonix Inc. for $225M gaining vascular products, specifically their DCB

Recently, in 2013, Bard acquired Medafor, a surgical technology company, and Rochester Medical Corp for their urological products for $200M and $234.6M respectively

“We remain focused on making investment scenarios of faster growth in a profitable manner to

enhance shareholder value over the long-term.”

International Presence

Through subsidiaries & a joint venture, Bard markets its products to customers in over 100 countries outside the United States

The company’s principal international markets are currently in Europe, Japan, & China

Future targets include emerging markets in Asia, Latin America, & Eastern Europe

Approximately 74% of international sales are Bard products manufactured in the United States, Puerto Rico, and Mexico

In order to service its customers, optimize logistics, & lower facilities cost and reduce finished goods inventory levels, the company operates consolidated distribution facilities in both the United States & Europe

The company owns approximately 2.8 million square feet of space in 24 locations and leases approximately 1.5 million square feet of space in 72 locations

2010 2011 2012 2013 2014 20150

100200300400500600

C. R. Bard Acquisition Volume

Deal Value (M)

| 4


IV. MEDICAL TECHNOLOGY INDUSTRY OVERVIEW


Medical Technology Industry Overview

Industry Trends

Industry OutlookGlobal M&A Trends Market Segmentation

Industry leaders are acquiring companies, adding pressure to smaller counterparts

Increased cost pressures raise demand for value-based products

The industry has transformed flat growth in global revenue to a 6% increase

Early-stage players are attracting 5.9% of all venture capital dollars

65% of industry leaders consider regulation compliance costs to be major profit deterrents

Earnings are growing 3.1% year-over-year, on 2.5% growth

Aggregate value of the industry is expected to reach $477.5 billion by 2020

Hospital systems are projected to command 75-80% of the healthcare industry in 2025

Non-traditional Med Tech companies make their way into the market

Over 500 million smartphone users utilize medical applications

Global R&D expenditure is forecast to grow 3.5% annually

| 5

2010 2011 2012 2013 2014 H1 2015

$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.00$80.00$90.00

0

50

100

150

200

250

300

Value ($MM) Volume

36%

15%

21%

5%

23%

Cancer TherapyCardiovascu-lar DiseaseGeneral SurgeryUrological ApplicationsOther

Cash In The Industry

2011 2012 2013 201405

10152025303540

Cash Ac-quistions

Cash Returned To Sharehold-ers

R&D Expenses

Annu

al E

xpen

ditu

res

($M

)


Medical Technology Valuation Downturn

Effects on M&A

Domestic Medical Technology Deal Volume

| 6

-12.00%-10.00%

-8.00%-6.00%-4.00%-2.00%0.00%2.00%4.00%

SPY XHE

S&P 500 vs. S&P Medical Equipment Subsector

Mergers and acquisitions are on the upswing, with most of the action involving smaller deals

While not every medical device or IVD products manufacturer is in a position to buy, weak earnings and declining market share do create great M&A opportunities for good managers

For some time now, industry analysts have been predicting that with significantly lower valuations brought on by the protracted economic downturn, a number of medtech companies would become increasingly attractive as acquisition targets—particularly to larger players with strong balance sheets

The total value of medtech mergers and acquisitions (M&A) declined 31% to US$58.4 billion in the year that ended 30 June 2015

The medical device landscape in the U.S. has been marked by a never-before-seen flurry of mergers and acquisitions activity recently

Cash acquisitions rise indicating smaller deals more frequently

Recent Medical Technology M&A

2011 2012 2013 2014$0$5

$10$15$20$25$30$35$40$45$50

020406080100120140160180200

US Deal Value Number of US Deals

$ B

illio

n In April of 2014 GlaxoSmithCline bought the oncology portfolio of Novartis for $14.5B cash

In October of 2015 Becton Dickinson and Co. bought CareFusion for $12.1B with a mix of cash and stock

In August of 2015 Greatbatch bought Accellent for $1.7B from KKR with a mix of cash and stock

In June of 2014 Medtronic bought Covidien for $46.2B with a mix of cash and stock, likely the biggest deal of the industry


V. POTENTIAL ACQUISITIONS


AngioDynamics Acquisition Advantages

| 7

Enterprise Value: $603.4 Million

Direct Competition Produces medical devices in very similar market

segments - Peripheral Vascular - Vascular access - Oncology/Surgical

Trends of consolidation in the healthcare industry will force smaller companies like AngioDynamics to lower future prices due to developing market power

Bard’s Vascular and Oncology divisions will become even more powerful in a very competitive market

• Building on strengths leads to eliminating weaknesses in the future

Potential Outweighs Risk Most likely a strictly cash deal “Bard shopping with 1 billion

dollars” In the early stages of launching disruptive technologies such

as BioFlo, AngioVac, NanoKnife and next-gen PICC These new products haven’t reached even close to potential

and might simply be in the wrong hands. Litigations between C.R. Bard & AngioDynamics would end

saving both companies money (implantable port devices) C. R. Bard has bargaining power with AngioDynamics due to

the ability to drop the patent infringement suit Stock processes a buy status with most banks selling at a low

price Negative FX trends look to transition to the tailwind towards

the back half of the year

2010

2011

2012

2013

2014

Proj

2015

100150200250300350400

Revenue ($MM)

2010

2011

2012

2013

2014

Proj

2015

0

0.2

0.4

0.6

Adjusted EPS ($)

Similar market segmentation leads to a faster implementation process

Struggling technology launches like BioFlo, AngioVac, and NanoKnife’s developmental process is sure to be sped up

AngioDynamic is lacking the additional capital to expand which C.R. Bard has

Bard headquartered(New Jersey) close to AngioDynamic (New York)

Expected 2017 launch of next generation PICC will hit home with the experienced vascular division of Bard raising its value potential

This timeline could be accelerated with C. R. Bard R&D

Synergies

10

15

20

25Share Price Performance LTM


Product Sales Breakdown

| 8

192.7

107.8

52.1

Revenue in Millions

Peripheral Vascular Vascular accessOncology

843

805

561

928

Revenue in Millions

Urology Vascular SurgicalOncology

Urology -Basic Drainage -Urological specialties-Incontinence -Statlock

Vascular -Endovascular -PTA Catheters -Stents -Biopsy/Vacora

Surgical -Soft Tissue Repair -Synthetics -Hemostasis -Biologics

Oncology -Specialty Access -PICC’s-Ports -Ultrasound

Peripheral Vascular

-Fluid Management -Venous -Core Products -Drainage

Vascular Access -PICC’s -Ports-Dialysis

Oncology -Microwave Ablation -Radiofrequency Ablation

Upcoming -Angio Vac -BioFlow-NanoKnife -PICC II

C.R. Bard AngioDynamics


Teleflex Acquisition Advantages Enterprise Value: $6.69 Billion

14% of the company’s product segmentation (Vascular North America) provide opportunities for growth and consolidation

Both companies recently gained FDA approval for ultrasound and tip location devices, an industry expected to triple in value by 2017

Teleflex revenue in Asia increased 19.3% in 2014. These strong results can improve C. R. Bard’s recent buy out of a joint venture in Japan

Growth opportunities exist with 16 new products and line extensions during 2014

Acquired Mayo Healthcare, providing access into the Australia market

Looking to expand on already existent manufacturing facilities located in the Czech Republic, Germany, Malaysia, Mexico, and the U.S.

A recent acquisition of Percuvance System offers $1.3bn-$1.5bn in annual opportunities

Vidacare, a vascular product, is sustaining 20% growth and recently received clearance in China and Japan

32% of operating segments are in Europe, Middle East, and Africa, focusing on critical care, surgical applications and cardiac care

50% of net revenues are from outside the US, offering opportunities for new markets on current products

Recently announced restructuring could lead Teleflex to realize synergies in their recent acquisitions

Favorable lag effect from ACA is driving more hospital visits which serves as a tailwind for the vascular business

Anticipated M&A activity will continue to improve the company’s assets with the ability to handle $500-$700mm acquisitions20

1020

1120

1220

1320

14

Proj.

2015

1200

1400

1600

1800

Revenue ($MM)

20102011201220132014 Proj. 2015

01234567

Adjusted EPS ($)

Potential for New Products and Markets Projected Future Growth

Possible Synergies

100110120130140150

Share Price Performance LTM

| 9

Strictly ConfidentialConMed Acquisition Advantages

| 10

Strongest core competency, orthopedics, generated $89 MM in total sales in 2014

Introduced seven new products in 2014 and is guided to introduce just as many in 2015

Surgical Visualization increased 13.8% globally in Q3 2015

General Surgery product portfolio supports C.R. Bard’s Vascular product segment with unique product lines

International distribution network spanning sales to over 100 countries making up 36% total of 2014 sales

Unproven, new management could drive revenue generation and company growth

Domestic markets grew 0.3% after 6 periods of decline Hedging contracts entered into at the beginning of 2015

have increased margins across the board Introduction of new product lines in Special

Visualization have potential to boost net sales for the upcoming fiscal year

Enterprise Value: $1.32 Billion

47% of the company’s product segmentation (Other and General Surgery) provide opportunities for growth and consolidation

The company owns and operates 28 principal manufacturing and distributing facilities, within proximity of C.R. Bard centers domestic and foreign

Collaborating with Bard executives, young management could generate new ideas for increased potential and growth

Potential for Product Differentiation Projected Future Growth

Possible Synergies

2010

2011

2012

2013

2014

Proj.

2015

660680700720740760780

Revenue ($MM)

2010

2011

2012

2013

2014

Proj.

2015

00.5

11.5

22.5

Adjusted EPS ($)

203040506070

Share Price Performance LTM

Share Repurchase Analysis

| 11

Med Tech buy backs increase shareholder value in the short-term, but fail to produce results in the long-run

C.R. Bard stock is currently not undervalued according to a DCF analysis

BCR’s share price performance currently dominates the market when compared to the S&P 500 indexes

BCR trades at a PEG of 1.84 and a forward P/E of 20.5, suggesting it is fairly to overvalued

Buying back shares at such a high price relative to the market is counter intuitive

2012 2013 2014 2015 (w/ proposed buyback)

0

200

400

600

800

1000

1200

6/12/2012 6/12/2013 6/12/2014 6/12/2015-20.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

S&P 500 BCR

Enterprise Value $13,792.4Less: Total Debt $ (1,479.9)Less: Preferred Securities $ - Less: Non-controlling Interest $ - Plus: Cash and Cash Equivalents $ 960.1

Implied Equity Value $13,272.6

Total Shares Outstanding 73.9

Implied Share Price $179.60

Implied Equity Value and Share Price Shareholder Aspirations

Share Repurchase HistoryShare Price Performance BCR

$1 billion Stock Repurchase

Acquisition Risks

Alternatives Potential Risks

Acquisition of AngioDynamics

A strong dollar could hurt international revenues

Teleflex has recently focused on acquisitions and may not be open to selling their company

With a large company, it will be difficult to realize synergies in the short term

A large acquisition could distract C. R. Bard management from running other aspects of the business New products (NanoKnife, Celebrity tip location, Firefly) may experience challenges in market penetration

Litigations, including one with BCR threaten to cost the company millions

AngioDynamics has very little international exposure, limiting their current market strategies

Time will tell if new management can successfully generate increasing revenue year-over-year

BCR’s primary four product segments can augment this segment and reverse growth rates

BCR can integrate orthopedics into manufacturing processes, at an increased cost

Potential Mitigants

Offer Teleflex a control premium to entice them to sell

With a 47.25% increase in enterprise value, extension of the implementation timeline is expected

Synergies exist in vascular and oncology products

BCR has experience selling oncology and vascular products that can help these new products grow rapidly.

BCR can drop the patent infringement case if they acquire AngioDynamics, reducing expenses

With market presence in over 100 countries, BCR can introduce AngioDynamics’ products

New, inexperienced management shows little promise to turn-around year-over-year decreasing revenues

General Surgery came in down 3.2% cc for Q3 ’15

Synergies are weak with the company’s orthopedic division

Acquisition of Teleflex

Acquisition of ConMed

C. R. Bard Stocks decline after the buyback

Capital is more effectively deployed elsewhere such as, acquisitions, R&D, or unexpected expenses (litigation)

Maintain cash flows to cover operating expenses

Explore opportunities in acquisition targets, research and development in new product development

| 12


VII. VALUATION ANALYSIS


| 13

Football Field Analysis: AngioDynamics

15.9x to 17.9x$18.88 to $21.65

13.9x to 15.9x$16.11 to $18.88

14.2x to 16.2x$16.54 to $19.26

LTM EBITDA Multiple

Precedent Transactions

Comparable Companies

Discounted Cash Flow

$12.00 $14.00 $16.00 $18.00 $20.00 $22.00

$12.99 per sharePurchase price range of $17.50 to $19.00


| 14

Accretion – Dilution Analysis of BCR & ANGO

Pro Forma Net Income and EPSCY2014E CY2015E CY2016E

BCR Standalone EPS 8.20$ 8.90$ 9.52$ BCR Standalone Diluted Shares 74.2 74.2 74.2 BCR Standalone GAAP Net Income ($MM) 608.1$ 660.2$ 706.7$ Pro Forma ANGO EBIT 24.9 42.6 49.2Taxes @ 35% (8.7) (14.9) (17.2)ANGO Net Income ($MM) 16.2$ 27.7$ 32.0$

Merger Adjustments Less: Interest on Cash 8.6 8.6 8.6 Plus: Pre-Tax EBIT Synergies (3) 1.5$ 3.0$ 6.0$ Total Pre-Tax Adjustments 1.5 3.0 6.0 Taxes @ 35.0% (0.5) (1.1) (2.1) After-Tax Adjustments 1.0$ 2.0$ 3.9$

Pro Forma Net Income 625.3$ 689.8$ 742.6$

BCR Standalone Diluted Shares (Using TSM) 74.2 74.2 74.2 New Shares Issued - - 0.001 Pro Forma Shares Outstanding 74.2 74.2 74.2 Pro Forma GAAP EPS 8.43 9.30 10.01 GAAP $ Accretion / (Dilution) 0.23 0.40 0.48 GAAP % Accretion / (Dilution) 2.8% 4.5% 5.1%Pre-Tax Synergies / (Cushion) to Breakeven ($MM) (26.4)$ (45.6)$ (55.2)$

Current FinancialsBCR ANGO

Share Price 185.7$ 13.0 Fully Diluted Share 74.2 36.2 Fully Diluted Equity Value ($MM) 13,778.9$ 470.4$ Plus: Debt 1,399.1 136.4 Less: Cash 1001.7 22.0 Enterprise Value 14,176.3$ 584.8

CY2014E EBIT 813.8 40.1

EV / '14 EBIT 0.2x2014E GAAP P/ E 22.7x

Transaction AssumptionsDeal Assumptions $731.0 Consideration Mix

Up-Front Purchase Price, EV ($MM) $736.96 % Stock 0.0%Premium Paid 25% % Cash 100.0%

Full EBIT Synergies ($MM) $6.0Synergies On? y Transaction Fees $0.2 Assumption

Financing SourcesEquity Issued 0.0Remaining Funding Need 879.4Target Cash Available 22.0Target Cash Used (22.0)Remaining Funding Need 857.4Acquiror Cash Available 1,001.7Acquiror Cash Used (857.4)Remaining Funding Need 0.0Transaction Debt 0.0

Synergy Phase-In Schedule: Synergies Year 1 25.0% Synergies Year 2 50.0% Synergies Year 3 100.0%


VIII. APPENDICES


| 15

Appendix 1: Precedent Transactions Analysis

Precedent Transaction Analysis($ in Millions, except per share data)

AnnouncedPurchase Payment Total TV/

Date Announced Acquirer Target Type Type Value EBITDA42243 Greatbatch Inc. Accellent Inc. Private Cash & Stock $1,744.0 19.1x3/ 2/ 2015 Boston Scientific American Medical Systems Urology Portfolio Private Cash $1,600.0 N/ A41917 Becton, Dickinson, and Company CareFusion Corp. Public Cash & Stock $12,153.9 14.6x6/ 15/ 2014 Medtronic PLC Covidien Ltd. Public Cash & Stock $46,235.9 17.1x41753 Zimmer Biomet Holdings LVB Acquisition Inc. Private Cash & Stock $13,350.0 14.9x12/ 4/ 2012 Baxter International Gambro AB Private Cash $4,019.9 16.7x41029 Hologic Inc. Gen-Probe Inc. Public Cash $3,757.5 19.4x

Mean $11,837.3 16.9xMedian $4,019.9 16.9x

High $46,235.9 19.4xLow $1,600.0 14.6x


| 16

Appendix 2: Comparable Companies AnalysisC. R. BardComparable Companies Analysis($ in Millions, except per share data)

4-NovShare % of Equity Enterprise LTM LTM LTM 2015E 2016E LTM 2015E 2016E

Company Ticker Price 52-wk Hi Value Value Sales EBITDA Sales Sales Sales EBITDA EBITDA EBITDAPublic ComparablesC. R. Bard BCR $187.25 92.5% $13,835.2 $14,232.6 $3,412.4 $1,069.7 4.2x 4.2x 4.0x 13.3x 13.8x 13.0xBaxter BAX $37.57 86.5% $20,495.9 $28,066.9 $14,616.0 $4,085.0 1.9x 2.8x 2.8x 6.9x 17.6x 16.1xMedtronic MDT $76.16 95.8% $107,660.0 $125,237.9 $23,262.0 $6,535.0 5.4x 4.3x 4.2x 19.2x 12.5x 11.5xBecton, Dickinson, and Company BDX $151.01 97.4% $31,750.5 $43,333.5 $10,281.0 $2,677.4 4.2x 3.4x 3.3x 16.2x 12.3x 11.3xAngioDynamics ANGO $12.79 64.6% $464.0 $578.5 $353.3 $50.3 1.6x 1.6x 1.6x 11.5x 11.0x 10.2xTeleflex Incorporated TFX $133.24 94.8% $5,543.0 $6,331.4 $1,801.2 $408.2 3.5x 3.5x 3.3x 15.5x 14.4x 12.5xBoston Scientific BSX $18.67 98.7% $25,114.8 $30,623.8 $7,386.0 $1,475.0 4.1x 4.1x 3.8x 20.8x 15.5x 13.5xSt. Jude Medical STJ $64.40 79.7% $18,144.4 $20,669.4 $5,533.0 $1,450.9 3.7x 3.7x 3.3x 14.2x 12.2x 10.8xStryker Corporation SYK $97.50 92.6% $36,613.4 $36,723.4 $9,849.0 $2,635.0 3.7x 3.7x 3.4x 13.9x 13.8x 12.8xAbbott Laboratories ABT $45.18 87.3% $67,338.1 $65,040.1 $20,573.0 $3,775.9 3.2x 3.2x 3.0x 17.2x 12.9x 11.8x

Mean 3.6x 3.5x 3.3x 14.9x 13.6x 12.4xMedian 3.7x 3.6x 3.3x 14.9x 13.3x 12.2x

High 5.4x 4.3x 4.2x 20.8x 17.6x 16.1xLow 1.6x 1.6x 1.6x 11.5x 11.0x 10.2x

Enterprise Value /


Appendix 3: Discounted Cash Flow Analysis

| 17

Discounted Cash Flow AnalysisC. R. Bard, Inc. (NYSE: BCR)($ in millions, except per share data)

2012 2013 2014 2015 2016 2017 2018 2019Sales $2,958.1 $3,049.5 $3,323.6 $3,456.5 $3,594.8 $3,738.6 $3,888.1 $4,043.7 % growth N/A 3.1% 9.0% 4.0% 4.0% 4.0% 4.0% 4.0%Cost of Goods Sold $1,125.1 $1,190.8 $1,260.0 $1,337.7 $1,391.2 $1,446.8 $1,504.7 $1,564.9

% sales 38.0% 39.0% 37.9% 37.9% 37.9% 37.9% 37.9% 37.9% % margin 62.0% 61.0% 62.1% 62.1% 62.1% 62.1% 62.1% 62.1%Selling, General, & Administrative $815.3 $914.1 $980.8 $992.0 $1,031.7 $1,073.0 $1,115.9 $1,160.5

% sales 27.6% 30.0% 29.5% 29.5% 29.5% 29.5% 29.5% 29.5% % margin 32.4% 27.6% 29.7% 30.2% 30.2% 30.2% 30.2% 30.2%Depreciation & Amortization $136.3 $146.4 $174.1 $151.0 $157.0 $163.3 $169.8 $176.6

% sales 4.6% 4.8% 5.2% 5.2% 5.2% 5.2% 5.2% 5.2%% margin 27.8% 22.8% 24.5% 24.5% 24.5% 24.5% 24.5% 24.5%EBIAT $371.7 $240.3 $348.8 $580.4 $603.6 $627.7 $652.8 $679.0Plus: Depreciation & Amortization $136.3 $146.4 $174.1 $151.0 $157.0 $163.3 $169.8 $176.6Less: Capital Expenditures (72.6)$ (69.1)$ (126.6)$ (119.2)$ (122.6)$ (126.1)$ (129.7)$ (133.3)$ Less: Increase in Net Working Capital (63.7)$ (59.8)$ (62.2)$ (64.7)$ (67.3)$ Unlevered Free Cash Flow $548.5 $578.2 $602.7 $628.3 $654.9 WACC 8.8% Discount Period 0.5 1.5 2.5 3.5 4.5 Discount Factor 0.96 0.88 0.81 0.74 0.68 Present Value of Free Cash Flow $525.88 $509.58 $488.31 $467.91 $448.35

Historical Period Projection Period


| 18

Appendix 4: Discounted Cash Flow Analysis & WACC

WACC Calculation

Capital StructureDebt-to-Total Capitalization 9.7%Equity-to-Total Capitalization 90.3%

Cost of DebtCost of Debt 3.13%Tax Rate 35.0%

After-tax Cost of Debt 2.0%

Cost of EquityRisk-free Rate 2.24%Market Risk Premium 9.20%Levered Beta 0.79

Cost of Equity 9.5%

WACC 8.8%

Cumulative Present Value of FCF $2,440.0

Terminal ValueTerminal Year EBITDA (2020E) $1,221.2Exit Multiple 13.0x Terminal Value $15,875.4Discount Factor 0.66 Present Value of Terminal Value $10,419.8 % of Enterprise Value 81%

Enterprise Value $12,859.9

Enterprise ValueEnterprise Value $12,859.9Less: Total Debt (1,479.9)$ Less: Preferred Securities -$ Less: Noncontrolling Interest -$ Plus: Cash and Cash Equivalents 960.1$

Implied Equity Value $12,340.1Total Shares Outstanding 73.9 Implied Share Price $166.98

Implied Equity Value and Share Price

$12,859.9 12.0x 12.5x 13.0x 13.5x 14.0x6.2% $13,435.6 $13,887.6 $14,339.5 $14,791.5 $15,243.56.7% $13,154.0 $13,595.5 $14,037.0 $14,478.5 $14,920.07.2% $12,880.0 $13,311.3 $13,742.6 $14,173.9 $14,605.27.7% $12,613.4 $13,034.7 $13,456.1 $13,877.5 $14,298.98.2% $12,353.8 $12,765.5 $13,177.3 $13,589.0 $14,000.7

WA

CC

Enterprise ValueExit Multiple

12x 12.0x 12.5x 13.0x 13.5x 14.0x6.2% 13.4x 13.4x 13.4x 13.4x 13.4x6.7% 13.1x 13.1x 13.1x 13.1x 13.1x7.2% 12.8x 12.8x 12.8x 12.8x 12.8x7.7% 12.6x 12.6x 12.6x 12.6x 12.6x8.2% 12.3x 12.3x 12.3x 12.3x 12.3x

Implied Enterprise Value/LTM EBITDAExit Multiple

WA

CCEnterprise Value $12,859.9LTM 4/ 30/ 2015 EBITDA $1,069.7

Implied EV/EBITDA 12x

Implied EV/EBITDA


Appendix 5: Discounted Cash Flow AnalysisDiscounted Cash Flow AnalysisAngioDynamics, Inc. (NYSE: ANGO)($ in millions, except per share data)

2012 2013 2014 2015 2016 2017 2018 2019Sales $221.8 $342.0 $354.5 $366.9 $379.7 $393.0 $406.8 $421.0 % growth N/ A 54.2% 3.7% 3.5% 3.5% 3.5% 3.5% 3.5%Cost of Goods Sold $90.7 $173.0 $174.8 $167.5 $170.4 $176.7 $183.2 $190.0Gross Profit $131.1 $169.0 $179.7 $199.4 $209.4 $216.4 $223.6 $231.0 % margin 59.1% 49.4% 50.7% 50.7% 50.7% 50.7% 50.7% 50.7%Selling, General, & Administrative $82.8 $102.2 $109.8 $102.5 $103.5 $106.5 $109.7 $113.0EBITDA $27.7 $43.3 $56.0 $55.0 $57.0 $59.0 $61.0 $63.2 % margin 12.5% 12.7% 15.8% 15.0% 15.0% 15.0% 15.0% 15.0%Depreciation & Amortization $9.4 $16.3 $16.6 $12.1 $12.3 $12.7 $13.2 $13.7EBIT $18.3 $27.0 $39.4 $43.0 $44.7 $46.2 $47.8 $49.5Taxes $6.4 $9.5 $13.8 $15.0 $15.6 $16.2 $16.7 $17.3EBIAT $11.9 $17.6 $25.6 $27.9 $29.0 $30.0 $31.1 $32.2Plus: Depreciation & Amortization $9.4 $16.3 $16.6 $12.1 $12.3 $12.7 $13.2 $13.7Less: Capital Expenditures (2.5)$ (12.1)$ (11.2)$ (11.6)$ (12.0)$ (12.4)$ (12.9)$ (13.3)$ Less: Increase in Net Working Capital 0.8$ (1.4)$ (3.2)$ (3.3)$ (3.4)$ Unlevered Free Cash Flow $29.2 $27.9 $27.2 $28.1 $29.1 WACC 5.1% Discount Period 0.5 1.5 2.5 3.5 4.5 Discount Factor 0.98 0.93 0.88 0.84 0.80 Present Value of Free Cash Flow $28.47 $25.89 $24.02 $23.66 $23.30

Historical Period Projection Period

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Appendix 6: Discounted Cash Flows & WACC

Cumulative Present Value of FCF $125.3

Terminal ValueTerminal Year EBITDA (2020E) $63.2Exit Multiple 13.0x Terminal Value $821.0Discount Factor 0.78 Present Value of Terminal Value $640.4 % of Enterprise Value 84%

Enterprise Value $765.8

Enterprise ValueEnterprise Value $765.8Less: Total Debt (137.8)$ Less: Preferred Securities -$ Less: Noncontrolling Interest -$ Plus: Cash and Cash Equivalents 22.0$

Implied Equity Value $650.0Total Shares Outstanding 36.3 Implied Share Price $17.91

Implied Equity Vale and Share Price

$765.8 12.0x 12.5x 13.0x 13.5x 14.0x4.1% $748.2 $774.0 $799.8 $825.6 $851.54.6% $732.0 $757.2 $782.4 $807.7 $832.95.1% $716.3 $740.9 $765.6 $790.2 $814.85.6% $701.0 $725.1 $749.1 $773.2 $797.26.1% $686.2 $709.7 $733.1 $756.6 $780.1

WAC

C

Enterprise ValueExit Multiple

13.7x 12.0x 12.5x 13.0x 13.5x 14.0x4.1% 13.4x 13.8x 14.3x 14.7x 15.2x4.6% 13.1x 13.5x 14x 14.4x 14.9x5.1% 12.8x 13.2x 13.7x 14.1x 14.5x5.6% 12.5x 12.9x 13.4x 13.8x 14.2x6.1% 12.3x 12.7x 13.1x 13.5x 13.9x

Implied Enterprise Value/LTM EBITDAExit Multiple

WAC

C

WACC Calculation

Capital StructureDebt-to-Total Capitalization 20.2%Equity-to-Total Capitalization 77.1%

Cost of DebtCost of Debt 2.41%Tax Rate 35.0%

After-tax Cost of Debt 1.6%

Cost of EquityRisk-free Rate 2.24%Market Risk Premium 9.20%Levered Beta 0.43

Cost of Equity 6.2%

WACC 5.1%

Enterprise Value $765.8LTM 4/ 30/ 2015 EBITDA $56.0

Implied EV/ EBITDA 13.7x

Implied EV/ EBITDA

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