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TEST, MEASUREMENT, AND CONTROLINDUSTRY UPDATE │ WINTER 2015

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SUMMARY

Bureau Veritas (EPA: BVI) has finalized the acquisition of a 70% equity stake inNingbo Hengxin Engineering Testing Co., Ltd (Ningbo Hengxin), a Chinesecompany specialized in non-destructive inspection and metallurgical testing. Thissecond acquisition in China since the beginning of the year reinforces the currentpresence of Bureau Veritas into the industrial equipment and infrastructureinspection Chinese market sector, and allows it to take full advantage of thestrong growth of this sector.Source

Element Materials Technology (Element) has acquired Environ Laboratories LLC,Minneapolis, MN in the U.S. to further strengthen its position as the leading providerof materials testing and product qualification testing services to the globalAerospace sector. This latest acquisition significantly extends Element’scurrent product qualification testing capabilities through the addition of EnvironLaboratories’ extensive range of Electromagnetic Interference (EMI),Electromagnetic Compatibility (EMC), Environmental, Climatic, Dynamics,Hydraulics and Fuel System testing services.Source

Graco Inc. (NYSE:GGG) announced that it has agreed to acquire the stock ofPennsylvania-based High Pressure Equipment (HiP) company for $160 million. Theacquisition of HiP is subject to customary regulatory review and Graco expects tocomplete the transaction in the first quarter of 2015. In addition, Gracoannounced that it has agreed to acquire Utah-based White Knight Fluid Handlingbusiness. Graco also closed two other acquisitions in December 2014. Thecompany acquired the assets of Ontario, Canada-based GeoBlaster EquipmentSales & Services Inc., and Brazil-based Multimaq-Pistolas e Equipamentos ParaPintura Ltda (Multimaq). Aggregate sales and EBITDA of the four businesses in themost recent twelve month period were approximately $50 million and $17 million,respectively.Source

Flowserve Corporation (NYSE: FLS), a leading provider of flow control products andservices for the global infrastructure markets, acquired SIHI Group B.V., from TBGEurope NV for approximately €298 million. SIHI Group provides engineered vacuumand fluid pumps, with associated aftermarket parts and services, primarily servingthe chemical market, as well as the pharmaceutical, food and beverage andother process industries.Source


PUBLIC MARKETS | KEY TRADING STATISTICS

M&A | SELECT RECENT ACTIVITY

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

Sub-Sector Median 1 Month 12 Month LTM 2015E Jan-14 Jul-14 Gross EBITDA

Test and Measurement

Instrumentation (3.8%) (7.4%) 12.4x 12.3x 13.4x 12.1x 38.0% 15.4%

Sensors (4.6%) (3.7%) 12.0x 11.6x 11.8x 11.9x 39.4% 19.0%

Technology and Software 0.4% (14.2%) 16.6x 12.6x 18.4x 14.7x 43.1% 11.1%

Life Sciences and Laboratory (2.5%) (2.9%) 14.2x 13.4x 14.9x 15.4x 48.0% 20.2%

Flow Control

Pumps and Filtration (3.9%) (16.9%) 10.8x 11.3x 13.8x 12.1x 35.5% 16.7%

Valves and Fittings (6.4%) (10.1%) 9.5x 9.6x 11.0x 11.0x 32.5% 14.3%

Process / Motion Control

Motion and Drives (6.4%) (12.2%) 10.4x 10.3x 13.1x 11.6x 35.5% 15.8%

Actuators and Positioners (6.5%) (16.4%) 9.6x 9.8x 12.5x 10.5x 30.6% 14.5%

Condition Monitoring (2.9%) 3.2% 9.2x 9.9x 12.0x 11.9x 49.2% 19.9%

Test Services

Testing, Inspection, and Certification 0.5% (19.2%) 10.4x 9.8x 13.0x 13.4x 31.4% 17.5%

Engineering and Consulting (7.3%) (19.1%) 10.2x 9.2x 11.7x 10.7x 18.6% 7.9%

CONTENTS WHAT WE’RE READING RECENT M&A ACTIVITY PUBLIC MARKETS M&A MARKET TRENDS ECONOMIC UPDATE PUBLIC COMPARABLES

CONTACTS

UNITED STATESBill RomanManaging [email protected]+1 (617) 654-2101

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

EUROPEJulien DarmonManaging [email protected]+44 (0) 20 7518 8905

Jeffery PerkinsManaging [email protected]+49 (69) 36 50638 00

Lars FriemannVice [email protected]+49 (69) 365 0638 12

1

http://www.harriswilliams.com/

http://www.bureauveritas.com/wps/wcm/connect/bv_com/group/home/news/corporate-news/pr-acquisition-ningbo-hengxin-20150112

http://www.element.com/information/resources/news-index/2015/01/07/element-materials-technology-further-expands-aerospace-testing-capabilities-with-acquisition-of-environ-laboratories-llc

http://www.reuters.com/finance/stocks/GGG.N/key-developments/article/3131635

http://www.flowserve.com/About-Flowserve/News-&-Events/Press-Releases/Flowserve-Announces-Agreement-to-Acquire-SIHI-Group,en_US

mailto:[email protected]





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WHAT WE’RE READING

AVIATION TEST EQUIPMENT MARKET TO REACH $7.15 BILLION BY 2020

FIVE THINGS THAT WILL DRIVE TEST IN 2015

EMISSIONS MONITORING APPLICATIONS PROPEL THERMAL FLOWMETER MARKET

STRONG U.S. GROWTH OUTLOOK, RATE HIKE IN MID-2015 EXPECTED

According to recent industry reports, the global aviation test equipment market is estimated to grow from $5.77 billionin 2014 to $7.15 billion by 2020, representing a compounded annual growth rate of 3.5%. Aviation test equipment isused in the aviation industry for upgrading and maintaining the electrical, hydraulic, pneumatic, and power systems,amongst others. Regular check-ups of the security and maintenance systems help the aircraft, of both thecommercial and military sectors, to be up to date and in a good condition, which is indispensable considering thenumerous safety and security aspects of the applications. The forecasted growth is being driven by the commercialand military aviation sectors as market participants increasingly anticipate, upgrade, and extend the life of its survivingaircrafts. Though the U.S. and Europe have the largest market for aviation test equipment, increasing aircraftshipments with improved legacy standards will continue to expand the market demand. The Middle East and Asia-Pacific are currently considered embryonic markets in the capabilities of maintenance, repair, overhaul services, andtest equipment, and as such, are expected to represent leading geographic growth markets during the forecastperiod.

EE TimesTest and measurement is everywhere. Why? Because everything has to be tested. Test equipment and methods mustadapt to changing technologies, often in parallel with a technology's development. The five significant drivers of testand measurement in 2015 are wireless technologies, high-speed serial buses, automotive communications, instrumentinterfaces, and power integrity.

Read the full article here.

Flow Control MagazineA new age of environmental awareness, together with the Kyoto Accord and other greenhouse gas initiatives, hasresulted in a rewriting of the rules on measuring greenhouse gas emissions. There is suddenly a need and demand tomeasure greenhouse gases in applications that formerly may have gone unnoticed. Many of these applicationspresent opportunities for thermal flowmeters, which are mainly used to measure gas flow. Flow Research estimates themarket for thermal flowmeters totaled $154 million in 2013, and is projected to grow to almost $200 million by 2018.


ReutersThe U.S. economy is motoring ahead in its recovery, likely putting the Federal Reserve in position to raise interest ratesby the middle of the year, according to Atlanta Fed President Dennis Lockhart. His expectation is that reasonablystrong growth will continue through 2015, unemployment will fall, and inflation will eventually begin to rise – a set ofconditions that should allow the central bank to raise rates by the middle of the year.



INDUSTRIAL ROBOTICS MARKET TO REACH $44.48 BILLION BY 2020

According to a recent Transparency Market Research industry report, the global industrial robotics market is estimatedto grow to $44.48 billion by 2020, representing a compounded annual growth rate for 2013-2020 of 6.2%. Thecontinued evolution of industrial robotics technology content is driving expanded usage across a broader array ofindustry verticals, regions and applications. Globally, Asia-Pacific continues to be the fastest growing market, largelydue to the research and development infrastructure growth in countries such as Japan, Australia, China, and India.The growing cost efficiencies of robotics technology are also forecasted to drive increased adoption of robotics insmall and medium enterprises.

2

http://www.eetimes.com/document.asp?doc_id=1325231&page_number=5

http://www.flowcontrolnetwork.com/articles/92407-emissions-monitoring-applications-propel-thermal-flowmeter-market

http://www.reuters.com/article/2015/01/12/usa-fed-lockhart-idUSL1N0UR1XX20150112

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M&A TRANSACTIONS

RECENT M&A TRANSACTIONS


Date Target Vertical Business Description Acquirer

1/12/2015 Ningbo Hengxin Engineering Testing Co., Ltd.

Test Serv ices Prov ides non-destructive inspection and metallurgical testing serv ices to oil and chemical industry.

Bureau Veritas SA

1/7/2015 BROEN A/S Test & Measurement Prov ides valves, thermostats, pressure difference regulators, and electronic controllers for monitoring, controlling, and regulating heating, cooling, and ventilation.

Capidea Management ApS

1/7/2015 Ideal Heating Limited Flow Control Manufactures boilers for domestic and commercial heating markets. I t offers combination, system, and heat only boilers, and ground source heat pumps, and solar photovoltaics and thermal products.

Atlantic Societe Francaise De Developpement Thermique SAS

1/7/2015 Environ Laboratories, LLC Test Serv ices Prov ides engineering and laboratory testing serv ices to aerospace, agriculture, automotive, defense, medical, telecommunications, industrial electronics, ATV/vehicle, and construction materials industries.

Element Materials Technology Holding Netherlands B.V.

1/6/2015 Precision Engine Controls Corporation

Flow Control Designs and manufactures control systems, fuel metering valves, and actuators for industrial gas turbine engines.

Meggitt PLC

1/6/2015 SDP Telecom Inc. Test & Measurement Prov ides microwave and radio frequency (RF) solutions. I t offers components, such as isolators/circulators, couplers, and combiners and power div iders.

Molex Incorporated

1/6/2015 Sagebrush Pipeline Equipment Co.

Flow Control Manufactures pipeline products and fabricated systems and equipment to the pipeline industry. I t offers launcher and receiver systems, including valves, piping, and gauges.

Sagebrush Pipeline Equipment Co.

1/6/2015 Shandong Chengxin Engineering Consulting & Superv ision Co., Ltd.

Test Serv ices Prov ides support testing serv ices for infrastructure construction projects in the power industry. The company offers technical superv ision of power construction and distribution projects in China.

Bureau Veritas SA

1/2/2015 White Knight Fluid Handling, Inc.

Flow Control Manufactures fluid handling equipment for semiconductor, solar, LEDs, flat-panel displays, and electronics industries.

Graco Inc.

12/31/2014 High Pressure Equipment Company, Inc.

Flow Control Manufactures and supplies valves, fittings, tubing, and accessories for customers around the world. I t offers tubing connections, pipe connections, specialty valves, air operated valves, and tooling.

Graco Inc.

12/31/2014 Multimaq Pistolas e Equipamentos para Pintura Ltda.

Flow Control Manufactures pumps and other industrial equipment. Graco Inc.

12/30/2014 Zhejiang IDC Fluid Control Co., Ltd

Flow Control Designs, manufactures, and sells valves and related products for water used commercial, residential, industrial, and municipal applications.

Dazi Xianxinxin Investment Co., Ltd.

12/30/2014 Midbrook Industrial Washers, Inc.

Process / Motion Control Designs and manufactures precision cleaning systems. Crown Industrial Serv ices, Inc.

12/27/2014 Changsha Ruixiang Technology Co., Ltd.

Test & Measurement Designs, researches, and develops coal quality testing and analysis instruments and meters.

Ygsoft Inc.

12/24/2014 Cambridge Fluid Systems Limited

Flow Control Prov ides sophisticated, fabricated gas and liquid control systems. Ham-Let Ltd.

12/23/2014 Bowles Fluidics Corporation

Flow Control Develops and manufactures fluid distribution products in the automotive and non-automotive markets.

Morgenthaler

12/23/2014 Steinbeis Mechatronik GmbH

Process / Motion Control Engages in the development and optimization of mechatronic systems, and the measurement of magnetic properties. The company offers magnetics, electronics, design, prototyping, measurement and testing,

Kendrion NV

12/22/2014 Greyline Instruments, Inc. Test & Measurement Manufactures industrial flow and level monitoring instruments for measurement and control in water and wastewater treatment, industrial process automation, and for environmental monitoring.

ONICON Incorporated

12/22/2014 Cascade Technologies Limited

Test & Measurement Designs, manufactures, and supplies quantum cascade laser based gas analyzers and gas emission monitoring systems.

Emerson Process Management Limited

12/19/2014 Fathom Systems Ltd. Test & Measurement Designs and manufactures deep div ing and air range diver monitoring systems; gas analyzers, depth monitoring and emergency shutdown systems, and oxygen injection controllers.

Maven Capital Partners UK LLP

12/19/2014 Shenzhen Intelligent Process / Motion Control Develops, manufactures, and sells precision testing and industrial automation equipment.

Changyuan Group Ltd.

3

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M&A TRANSACTIONS

RECENT M&A TRANSACTIONS (CONTINUED)


Date Target Vertical Business Description Acquirer

12/19/2014 Sartorius Mechatronics T&H GmbH

Test & Measurement Develops, produces, sells, and serv ices mechatronic products and serv ices for weighing technology, process automation, and calibration laboratories.

Minebea Co. Ltd.

12/18/2014 NoKra Optische Prüftechnik und Automation GmbH

Test & Measurement Produces measuring and inspection systems to measure and inspect geometric features, such as length, width, thickness, profile, shape, and position internationally.

Blue Cap AG

12/18/2014 DLH Industries Inc. Flow Control Designs and manufactures specialized cryogenic and vacuum components for cryogenic systems. The company offers valves, vapor vents, and accessories.

Cryofab, Inc.

12/16/2014 ENVIRON International Corporation

Test Serv ices Prov ides serv ices concerned with air quality management, applied epidemiology, building technology serv ices, climate change and energy management, and compliance assistance.

Ramboll Group A/S

12/16/2014 GEOBLASTER Inc. Flow Control Manufactures and fabricates wet abrasive blasting equipment. The company’s products are used in industrial, marine, construction, restoration, graffiti, and automotive applications.

Graco Inc.

12/16/2014 Oceaneering, Electric Actuator Product Line

Process / Motion Control Global prov ider of engineered serv ices and products, primarily to the offshore oil and gas industry, with a focus on deepwater applications.

General Electric Company

12/16/2014 Cimarron Energy, Inc. Flow Control Designs and manufactures oil and gas production equipment. The company offers gas equipment, including gas production units and direct-fired units for managing liquid-to-gas ratio flow streams.

Turnbridge Capital, LLC

12/15/2014 Power Products, Inc. Process / Motion Control Manufactures battery chargers, analyzers, and reconditioners. I t also offers high temperature motor monitors.

Lamar Technologies, LLC

12/13/2014 Indigo Systems Limited Test & Measurement Prov ides wireless systems for environmental monitoring. I t offers monitoring, data transmission, equipment control, v isualization, and data storage systems.

CropLogic Ltd

12/11/2014 LabTox SA Test Serv ices Prov ides testing and analyzing serv ices of asbestos (bulk material and air), PCB (polychlorobiphenyl) and formaldehyde.

SGS SA

12/11/2014 GPM Geräte- und Pumpenbau GmbH Dr. Eugen Schmidt

Flow Control Develops and manufactures switchable and adjustable pump systems with a direct connection to engine control units for the automotive supplier industry.

Nidec Motors & Actuators GmbH

12/10/2014 Industrial Safety Technologies, LLC

Test & Measurement Offers fixed and portable gas detection solutions, gas and flame detection systems, and pipeline analyzers.

Scott Health & Safety, Inc.

12/10/2014 BOKELA GmbH Test & Measurement Manufactures and supplies process filtration equipment for solid/liquid separation.

Tsukishima Kikai Co. Ltd.

12/10/2014 CMC-KUHNKE GmbH Test & Measurement Engages in the design, manufacture, and marketing of can measurement equipment to the packaging industry.

Union Park Capital

12/10/2014 Engineering Seismology Group Canada Inc.

Test & Measurement Manufactures microseismic monitoring solutions for energy, mining, and geotechnical industries. Offers microseismic data acquisition equipment for mining, energy, and geotechnical applications.

Spectris plc

12/8/2014 Severn Automation Limited Process / Motion Control Prov ides control systems and industrial automation solutions for small to medium size systems internationally. I t specializes in system and software design, installation, and on-site commissioning.

Hepco Slide Systems Limited

12/5/2014 Schott Moritex Corporation

Test & Measurement Manufactures and sells applied optical equipment and functional materials. I t offers machine v ision lenses, LED illumination products, and light sources and fiber optic light guides.

CITIC Capital Partners

12/5/2014 Hummel & Co. Inc. Test Serv ices Prov ides soil physical laboratory testing and soil consulting serv ices for golf course, sports field, and landscape industries.

Turf Diagnostics & Design, Inc.

12/4/2014 Machinery Automation & Robotics Pty Ltd.

Process / Motion Control Designs, manufactures, and integrates industrial automation and robotic solutions for large and small scale production-critical companies in Australia and internationally.

Scott Technology Limited

12/4/2014 TraceDetect, Inc. Test & Measurement Engages in the research and commercialization of onsite trace metal measurement solutions.

Aqua Metrology Systems Limited

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PUBLIC MARKETS


TEV / LTM EBITDA TEV / 2015E EBITDA

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

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

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

10.2x

10.4x

9.2x

9.6x

10.4x

9.5x

10.8x

14.2x

16.6x

12.0x

12.4x

Engineering and Consulting

Testing, Inspection, and Certification

Condition Monitoring

Actuators and Positioners

Motion and Drives

Valves and Fittings

Pumps and Filtration

Life Sciences and Laboratory

Technology and Software

Sensors

Instrumentation

9.2x

9.8x

9.9x

9.8x

10.3x

9.6x

11.3x

13.4x

12.6x

11.6x

12.3x





Motion and Drives

Valves and Fittings




Sensors

Instrumentation

1.4x

2.3x

0.5x

1.8x

0.9x

1.3x

0.6x

0.7x

-0.9x

0.7x

0.9x





Motion and Drives

Valves and Fittings




Sensors

Instrumentation

10.2%

16.9%

20.8%

15.1%

17.0%

14.4%

17.6%

20.5%

16.9%

20.5%

16.0%





Motion and Drives

Valves and Fittings




Sensors

Instrumentation

3.7%

4.6%

3.8%

2.5%

3.3%

2.7%

3.2%

3.4%

4.8%

3.9%

3.1%





Motion and Drives

Valves and Fittings




Sensors

Instrumentation

0.1%

0.2%

9.5%

2.9%

3.7%

1.1%

1.7%

5.5%

0.4%

5.7%

6.8%





Motion and Drives

Valves and Fittings




Sensors

Instrumentation

5

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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

Num

ber o

fAnn

ounc

ed M

&A D

eals

GLOBAL M&A TRENDS

GENERAL MARKET OBSERVATIONS

TEST, MEASUREMENT, AND CONTROL QUARTERLY M&A ACTIVITY

The global M&A industry saw $3.2 trillion in deals close in 2014, a 44.7% jump compared to the $2.2 trillion figure for theprevious year.

The U.S. M&A environment remains active, with aggregate deal volume increasing by 56.6% in 2014 comparedto 2013.

European middle market M&A activity increased by 40.5% in 2014, with overall transaction volumes up by 4.8%year over year.

The global test, measurement, and control sector saw 656 deals close through 2014, representing a 22.6% increaseover 2013’s activity level.


2010 2011 2012 2013 2014

542 Deals 690 Deals 636 Deals 535 Deals 656 Deals

6

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86.0

93.0

100.0

107.0

114.0

U.S. EU-28

96.0100.0104.0108.0112.0116.0120.0124.0128.0132.0136.0140.0

U.S. EU-28

92.0

94.0

96.0

98.0

100.0

102.0

104.0

106.0

108.0

U.S. EU-28

-1.0%

-0.5%

0.0%

0.5%

1.0%

1.5%

2.0%

Q32012

Q42012

Q12013

Q22013

Q32013

Q42013

Q12014

Q22014

Q32014

U.S. EU-28

ECONOMIC UPDATE

INDUSTRIAL PRODUCTION

NEW ORDERS

ECONOMIC SENTIMENT

U.S. Real GDP increased by 1.2% in Q3 2014 (annual rate of 5.0%) led by gains in

consumer spending, business fixed investment, and some investment ininventory build. PNC economists forecast GDP growth of 3.2% in 2015, up from 2.7% in 2014 (4Q

to 4Q). Business investment growth is expected to be very moderate asstrengthening product demand will drive more businesses to expand,particularly following a prolonged period of deferring growth investments andneeding to make workers more productive. The plunge in oil and natural gasprices is expected to reduce investment in energy, but other types of businesseswill benefit from the lower input costs and improved profit margins.

EU-28 Seasonally adjusted GDP in the EU for Q3 2014 rose by 0.3%, with 1.2%

annualized growth.

U.S. Industrial production increased by 1.3% from October 2014 to November 2014,

after edging up from September 2014 to October 2014. Capacity utilization hasincreased to 80.1% as of November 2014.

EU-28 Industrial production during November 2014 increased to 101.8 led by a rise in

capital goods and energy. Capacity utilization has increased to 80.2% as ofNovember 2014.

U.S. In November 2014, new orders decreased by 0.7%. Following strong growth in

July 2014, there has been a slight decrease through Q4 2014.

EU-28 The EU saw total new orders fall by 0.2% in November 2014, resulting in a total

increase of 3.0% through Q4 2014.

U.S. The Leading Economic Index increased by 0.6% from October 2014 to

November 2014 to reach 105.5.

EU-28 The Euro Commission Economic Sentiment Index slightly decreased in November

2014 by 0.1%.


GROSS DOMESTIC PRODUCT Q3-14: 1.2%

Q3-14: 0.3%

Nov-14: 106.7

Nov-14: 101.8

Nov-14: 116.3

Nov-14: 109.4

Nov-14: 104.1

Nov-14: 105.5

7

Energy & Power

IndustrialsHealthcare & Life Sciences

Transportation & Logistics

Aerospace, Defense & Government

Services

Business Services

Building Products & Materials

Technology, Media & Telecom

Specialty Distribution

Consumer

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IndustrialsTest, Measurement,

and Control

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities.Our clients benefit form 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 at www.harriswilliams.com/industries

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Richmond (U.S. Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072Fax: +1 (804) 648-0073

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TEST AND MEASUREMENT


As of January 19, 2015 ($ in Millions, except per share amounts)

PUBLIC COMPARABLES

LTM Margins Current 1-Month 1-Year % of R&D / SalesEBITDA Gross TEV Price Change Change LTM High LTM LTM 2015E

InstrumentationAMETEK, Inc. 25.8% 35.5% $13,210 $48.56 (7.3%) (6.7%) 89.1% 3.6% 13.0x 12.8xDanaher Corp. 22.1% 52.4% $57,080 $82.54 (4.3%) 6.0% 94.3% 6.6% 13.1x 12.8xSpectris plc 19.0% 58.0% $3,933 $31.69 (3.2%) (20.1%) 83.9% 7.0% 10.3x 11.7xBadger Meter Inc. 18.0% 36.3% $879 $57.31 2.0% 7.8% 94.1% 2.3% 13.7x 15.0xESCO Technologies Inc. 15.4% 39.0% $973 $36.93 1.2% 4.1% 96.1% 5.7% 11.9x 12.0xNational Instruments Corporation 15.4% 74.5% $3,336 $29.66 (4.9%) (8.1%) 88.3% 18.5% 17.9x 13.3xTeledyne Technologies Inc. 15.0% 36.9% $4,033 $96.74 (1.7%) 4.0% 88.6% 13.3% 11.3x 10.7xJenoptik AG 11.9% 34.7% $817 $12.92 2.3% (28.9%) 81.3% 6.6% 9.2x 9.6xOxford Instruments plc 10.7% 44.9% $1,174 $16.92 (12.3%) (41.1%) 61.5% 7.4% 18.1x 12.6xI tron, Inc. 9.1% 31.9% $1,679 $37.50 (9.7%) (12.4%) 85.9% 8.9% 9.3x 10.1x

Median 15.4% 38.0% (3.8%) (7.4%) 88.5% 6.8% 12.4x 12.3x

Mean 16.2% 44.4% (3.8%) (9.5%) 86.3% 8.0% 12.8x 12.1x

SensorsSensata Technologies Holding NV 26.2% 35.2% $9,993 $49.25 (6.3%) 27.5% 91.0% 3.2% 17.2x 16.1xMeggitt PLC 25.8% 38.6% $7,060 $7.77 (2.8%) (13.3%) 92.9% 7.0% 10.3x 11.0xFLIR Systems, Inc. 21.1% 48.6% $4,040 $30.01 (10.2%) (10.3%) 80.2% 9.7% 12.8x 12.3xHoneywell International Inc. 17.0% 28.3% $77,378 $98.22 (2.9%) 9.2% 95.9% 4.4% 11.3x 10.0xMTS Systems Corporation 14.7% 40.3% $1,097 $72.79 (0.9%) (0.3%) 92.3% 4.2% 13.2x 12.7xFirst Sensor AG 11.8% 51.1% $144 $10.58 (7.2%) (7.0%) 80.4% 14.2% 8.1x 8.7x

Median 19.0% 39.4% (4.6%) (3.7%) 91.6% 5.7% 12.0x 11.6x

Mean 19.4% 40.3% (5.1%) 1.0% 88.8% 7.1% 12.2x 11.8x

Technology and SoftwareHexagon AB 26.2% 56.7% $13,030 $30.37 (2.1%) (12.5%) 13.2% NM 15.7x 15.4xFARO Technologies Inc. 13.1% 55.2% $750 $53.92 (10.6%) (2.0%) 82.2% 7.8% 17.4x 16.3xMistras Group, Inc. 9.1% 29.2% $736 $20.29 15.7% (15.9%) 79.6% 0.4% 11.4x 8.5xMuehlbauer Holding AG & Co. KGaA 1.1% 31.0% $268 $20.47 3.0% (24.7%) 75.9% 0.0% 91.5x 9.7x

Median 11.1% 43.1% 0.4% (14.2%) 77.7% 0.4% 16.6x 12.6x

Mean 12.4% 43.0% 1.5% (13.8%) 62.7% 2.7% 34.0x 12.5x

Life Sciences and LaboratoryWaters Corporation 31.9% 58.4% $8,932 $113.46 (1.4%) 8.7% 95.6% 5.4% 14.2x 13.9xMesa Laboratories Inc. 30.0% 59.8% $286 $74.78 (2.3%) (3.6%) 77.9% 2.4% 15.0x NAThermo Fisher Scientific, Inc. 23.0% 45.3% $64,058 $125.29 (2.5%) 8.1% 95.6% 3.9% 17.6x 15.8xMettler-Toledo International Inc. 20.5% 54.2% $8,698 $292.00 (2.8%) 14.8% 94.6% 5.0% 17.1x 16.0xFEI Company 20.2% 47.4% $2,962 $80.07 (11.0%) (18.3%) 71.8% 10.5% 15.3x 15.1xPerkinElmer Inc. 18.9% 45.1% $5,555 $43.37 (0.9%) 0.8% 89.9% 5.5% 13.2x 12.9xSartorius Aktiengesellschaft 18.7% 48.0% $2,577 $119.38 (2.5%) (2.9%) 94.2% 5.9% 11.6x 11.7xAgilent Technologies Inc. 18.3% 52.1% $12,563 $38.25 (7.6%) (37.0%) 62.5% 10.2% 9.8x 8.5xBruker Corporation 12.9% 43.9% $3,024 $18.43 (5.8%) (12.7%) 73.9% 9.8% 12.7x 12.8x

Median 20.2% 48.0% (2.5%) (2.9%) 89.9% 5.5% 14.2x 13.4x

Mean 21.6% 50.4% (4.1%) (4.7%) 84.0% 6.5% 14.1x 13.3x

Overall Median 18.3% 45.1% (2.8%) (6.7%) 88.3% 6.3% 13.1x 12.7x

Overall Mean 18.0% 45.3% (3.4%) (6.4%) 82.8% 6.8% 16.0x 12.4x

TEV / EBITDAStock Performance

9

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FLOW CONTROL

PUBLIC COMPARABLES



LTM Margins Current 1-Month 1-Year % of R&D / Sales TEV / EBITDAEBITDA Gross TEV Price Change Change LTM High LTM LTM 2015E

Pumps and FiltrationGraco Inc. 28.8% 54.7% $4,576 $75.86 (3.9%) (3.1%) 92.4% 4.6% 13.4x 13.1xIDEX Corporation 24.5% 44.3% $6,066 $72.16 (6.3%) (1.7%) 88.2% 1.7% 11.5x 11.6xPall Corporation 22.9% 51.2% $10,790 $99.58 (0.6%) 19.3% 96.4% 3.6% 16.5x 16.1xPentair plc 20.1% 36.3% $14,851 $64.48 (3.2%) (16.9%) 77.3% 1.6% 9.8x 11.8xIMI plc 19.9% 44.8% $5,480 $18.87 (3.2%) (35.4%) 69.4% 1.3% 9.4x 11.0xEssentra plc 19.3% 59.6% $3,396 $12.01 0.3% (13.5%) 85.8% NM 12.2x 13.2xFlowserve Corp. 17.9% 34.8% $8,607 $55.68 (5.5%) (27.8%) 67.7% 0.7% 9.9x 9.6xXylem Inc. 16.9% 38.8% $6,980 $34.47 (10.7%) (5.7%) 86.2% 2.7% 10.6x 10.6xDonaldson Company, Inc. 16.7% 35.4% $5,275 $36.60 (4.9%) (13.7%) 84.4% 2.5% 12.8x 12.4xFranklin Electric Co., Inc. 15.9% 33.5% $1,758 $33.66 (6.4%) (22.3%) 75.4% 0.8% 10.8x 11.2xTrelleborg AB 15.8% 35.5% $5,228 $17.01 (0.6%) (18.4%) 93.5% 1.5% 10.8x 11.6xESCO Technologies Inc. 15.4% 39.0% $973 $36.93 1.2% 4.1% 96.1% 5.7% 11.9x 12.0xGorman-Rupp Co. 15.3% 24.7% $762 $29.61 (5.3%) (15.0%) 75.2% NM 11.8x 11.0xITT Corporation 15.2% 32.5% $2,719 $36.06 (11.5%) (17.5%) 73.0% 2.8% 6.8x 6.8xColfax Corporation 13.8% 31.5% $7,137 $44.72 (13.3%) (31.2%) 59.3% 0.6% 11.3x 11.3xSulzer, Ltd. 11.5% 31.0% $2,785 $106.61 (2.0%) (30.6%) 66.6% 2.3% 6.7x 6.5xSPX Corporation 10.1% 29.2% $4,326 $81.87 (3.4%) (21.6%) 73.4% 1.6% 9.1x 9.1x

Median 16.7% 35.5% (3.9%) (16.9%) 77.3% 1.7% 10.8x 11.3x

Mean 17.6% 38.6% (4.7%) (14.8%) 80.0% 2.3% 10.9x 11.1x

Valves and FittingsThe Weir Group PLC 20.9% 36.1% $6,633 $25.71 (13.7%) (26.9%) 59.6% 0.7% 7.8x 8.5xMueller Water Products, Inc. 15.2% 27.9% $1,951 $9.76 (1.2%) 6.3% 93.1% 1.1% 10.8x 10.3xCameron International Corporation 15.2% 28.0% $11,635 $43.48 (13.4%) (25.9%) 58.1% 0.6% 7.0x 7.2xCurtiss-Wright Corporation 15.1% 32.5% $3,915 $66.18 (4.1%) 1.0% 89.8% 2.8% 9.8x 9.5xAalberts Industries NV 14.7% 60.2% $3,858 $28.39 (5.5%) (11.9%) 94.3% NM 9.2x 9.9xParker-Hannifin Corporation 14.3% 23.8% $17,988 $120.00 (6.4%) (5.8%) 89.9% 2.8% 9.5x 9.7xCrane Co. 13.9% 34.7% $3,745 $53.78 (7.8%) (21.5%) 69.9% 2.2% 9.4x 8.2xWatts Water Technologies, Inc. 13.1% 35.8% $2,056 $57.58 (7.7%) (3.9%) 87.5% 1.5% 10.3x 10.2xCIRCOR International, Inc. 13.1% 31.4% $819 $50.90 (17.7%) (34.8%) 61.2% 0.7% 7.5x 7.4xIndutrade AB 12.6% 34.2% $1,937 $40.21 (0.6%) (10.1%) 100.0% 0.5% 11.8x 12.5xMueller Industries Inc. 7.9% 13.6% $1,853 $32.30 (1.1%) 1.6% 93.0% NM 10.1x NA

Median 14.3% 32.5% (6.4%) (10.1%) 89.8% 1.1% 9.5x 9.6x

Mean 14.2% 32.6% (7.2%) (12.0%) 81.5% 1.4% 9.4x 9.3x


Overall Mean 16.3% 36.2% (5.7%) (13.7%) 80.6% 2.0% 10.3x 10.5x

Stock Performance

10

PAGE |

LTM Margins Current 1-Month 1-Year % of R&D / Sales TEV / EBITDAEBITDA Gross TEV Price Change Change LTM High LTM LTM 2015E

Motion and DrivesAMETEK Inc. 25.8% 35.5% $13,210 $48.56 (7.3%) (6.7%) 89.1% 3.6% 13.0x 12.8xDanaher Corp. 22.1% 52.4% $57,080 $82.54 (4.3%) 6.0% 94.3% 6.6% 13.1x 12.8xRockwell Automation Inc. 19.9% 41.6% $13,611 $104.69 (6.4%) (12.2%) 81.4% 3.8% 10.3x 9.7xRexnord Corporation 19.1% 36.3% $4,202 $25.56 (7.7%) (10.7%) 82.6% 0.8% 10.4x 9.9xSchneider Electric SE 15.8% 38.1% $50,612 $73.94 0.6% (16.6%) 88.0% 2.2% 9.8x 11.1xNidec Corporation 15.8% 23.6% $19,441 $66.59 (2.6%) 26.4% 92.2% 4.4% 14.5x 14.5xSiemens Aktiengesellschaft 11.3% 28.9% $107,257 $112.50 (1.0%) (17.5%) 96.1% 5.7% 10.4x 10.3xABB Ltd. 11.7% 27.7% $47,066 $19.60 (7.9%) (28.0%) 69.3% 3.7% 9.9x 8.4xYaskawa Electric Corp. 10.0% 30.6% $3,458 $12.49 (6.8%) (17.2%) 85.5% 3.5% 9.9x 10.0x

Median 15.8% 35.5% (6.4%) (12.2%) 88.0% 3.7% 10.4x 10.3x

Mean 16.8% 35.0% (4.8%) (8.5%) 86.5% 3.8% 11.3x 11.1x

Actuators and PositionersPentair plc 20.1% 36.3% $14,851 $64.48 (3.2%) (16.9%) 77.3% 1.6% 9.8x 11.8xEaton Corporation plc 15.3% 31.0% $38,753 $64.59 (6.6%) (16.0%) 80.8% 2.9% 11.2x 11.1xCTS Corporation 14.8% 31.9% $482 $15.89 (11.3%) (18.5%) 73.4% 5.5% 8.0x 7.6xParker-Hannifin Corporation 14.3% 23.8% $17,988 $120.00 (6.4%) (5.8%) 89.9% 2.8% 9.5x 9.7xMoog Inc. 13.7% 30.1% $3,640 $72.45 0.8% 6.3% 91.4% 5.3% 10.0x 9.9xAltra Industrial Motion Corp. 13.6% 30.0% $881 $25.21 (11.2%) (24.7%) 63.7% 1.9% 8.0x 7.7x

Median 14.5% 30.6% (6.5%) (16.4%) 79.0% 2.9% 9.6x 9.8x

Mean 15.3% 30.5% (6.3%) (12.6%) 79.4% 3.3% 9.4x 9.7x

Condition MonitoringCognex Corporation 32.1% 75.6% $3,150 $37.20 (7.7%) (1.7%) 81.2% 12.3% 21.1x 20.6xIsra Vision AG. 28.1% 55.2% $287 $58.37 1.6% 4.2% 91.3% 13.2% 7.9x 8.3xBasler AG 25.8% 51.4% $162 $46.53 (2.9%) 10.7% 91.0% 9.3% 6.5x 7.9xAMETEK Inc. 25.8% 35.5% $13,210 $48.56 (7.3%) (6.7%) 89.1% 3.6% 13.0x 12.8xMKS Instruments, Inc. 19.9% 43.8% $1,362 $33.88 (6.9%) 13.1% 89.6% 8.1% 8.8x 8.6xAugusta Technologie AG 18.5% 49.2% $237 $37.10 (2.5%) 3.2% 100.0% 9.5% 8.1x 8.8xNational Instruments Corporation 15.4% 74.5% $3,336 $29.66 (4.9%) (8.1%) 88.3% 18.5% 17.9x 13.3xTeledyne Technologies Inc. 15.0% 36.9% $4,033 $96.74 (1.7%) 4.0% 88.6% 13.3% 11.3x 10.7xAB SKF 13.7% 25.1% $12,026 $20.72 (1.9%) (25.2%) 92.0% 2.4% 9.2x 9.9x

Median 19.9% 49.2% (2.9%) 3.2% 89.6% 9.5% 9.2x 9.9x

Mean 21.6% 49.7% (3.8%) (0.7%) 90.1% 10.0% 11.5x 11.2x


Overall Mean 18.2% 39.4% (4.8%) (6.6%) 86.1% 6.0% 10.9x 10.8x

Stock Performance

PROCESS / MOTION CONTROL

PUBLIC COMPARABLES



11

PAGE |

TEST SERVICES

PUBLIC COMPARABLES



Stock PerformanceLTM Margins Current 1-Month 1-Year % of TEV / EBITDA

EBITDA Gross TEV Price Change Change LTM High LTM 2015E

Testing, Inspection, and CertificationSGS SA 20.2% 44.5% $16,192 $2,000.00 (3.5%) (9.4%) 77.6% 12.3x 11.2xBureau Veritas SA 19.0% 32.8% $11,604 $21.24 (3.9%) (22.5%) 78.9% 11.3x 12.5xIntertek Group plc 19.0% 16.2% $6,882 $36.26 (1.5%) (24.2%) 76.9% 10.0x 11.3xALS Limited 18.9% 84.4% $2,411 $4.29 0.2% (44.5%) 94.9% 9.5x 9.5xSAI Global Limited 17.5% 31.4% $815 $3.14 0.7% (4.7%) 72.6% 9.3x 8.9xEurofins Scientific SA 16.6% 17.0% $4,606 $266.38 3.6% 0.3% 93.8% 15.6x 16.1xApplus Serv ices, S.A. 14.8% 84.8% $2,132 $10.33 0.5% NA 50.7% 7.1x 8.8xMistras Group, Inc. 9.1% 29.2% $736 $20.29 15.7% (15.9%) 79.6% 11.4x 8.5xFurmanite Corporation 5.8% 24.3% $316 $7.81 4.4% (35.8%) 61.8% 10.4x 9.8x

Median 17.5% 31.4% 0.5% (19.2%) 77.6% 10.4x 9.8x

Mean 15.7% 40.5% 1.8% (19.6%) 76.3% 10.8x 10.7x


Abengoa SA 17.8% 43.0% $14,982 $3.70 33.7% (11.1%) 61.9% 8.9x 9.0xTetra Tech Inc. 8.2% 15.3% $1,585 $24.20 (7.3%) (19.1%) 78.3% 10.5x 8.1xARCADIS NV 8.1% 18.6% $2,775 $30.00 1.5% (19.1%) 90.7% 10.2x 10.9xAmec Foster Wheeler plc 7.9% 13.6% $4,694 $12.35 (10.8%) (28.2%) 64.1% 9.1x 9.2xWSP Global Inc. 7.6% 21.0% $2,711 $28.23 (6.1%) (5.5%) 85.5% 17.6x 13.0xFomento de Construcciones y Contratas, S.A. 7.1% 65.0% $10,995 $13.51 (7.5%) (52.9%) 53.0% 18.1x 11.7xJacobs Engineering Group Inc. 6.1% 16.3% $5,190 $38.95 (9.9%) (40.7%) 58.2% 6.7x 6.6x

Median 7.9% 18.6% (7.3%) (19.1%) 64.1% 10.2x 9.2x

Mean 8.9% 27.6% (0.9%) (25.2%) 70.2% 11.6x 9.8x

Overall Median 12.0% 26.7% (0.6%) (19.1%) 77.2% 10.3x 9.7x

Overall Mean 12.7% 34.8% 0.6% (22.2%) 73.7% 11.1x 10.3x

12

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HARRIS WILLIAMS & CO.

The Wall Street Journal

Flow Control Magazine

Markit Economics

Bloomberg

Research and Markets

PNC Economic Outlook

Capital IQ

S&P Leveraged Commentary & Data

Thomson Financial – SDC Database

Eurostat

U.S. Census Bureau

Global Industry Analysts

Thomson Reuters

Mergermarket

PitchBook

SOURCES


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