Twin Disc, Incorporated · NASDAQ:TWIN

Twin Disc — Merger or Acquisition (June 2018)

8 slides from Twin Disc's merger presentation, Jun 13, 2018

  1. Slide 1: Acquisition of Veth Propulsion Holding, B.V.

    ACQUISITION OF VETH PROPULSION HOLDING, B.V. JUNE 2018

  2. Slide 2: Forward Looking Statements

    FORWARD LOOKING STATEMENTS This presentation contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identif

  3. Slide 3: Veth Propulsion Holding, B.V. ("Veth") Overview

    VETH PROPULSION HOLDING, B.V. (“VETH”) OVERVIEW Transaction Overview End Market by Ship Type = Twin Disc (“TWIN’) entered into a Stock Purchase Agreement to acquire Veth, a Private limited liability company incorporated under the laws of the Netherlands for + ia bnctcbnctige OS nln pate tissu nied a

  4. Slide 4: Strategic Overview & Rationale

    STRATEGIC OVERVIEW & RATIONALE VI VI VI NAA Complementary product offering with exposure to new technologies Additive engineering talent and product development capabilities End market diversification away from land-based energy markets and a broader array of overall demand drivers for Twin Disc (i.

  5. Slide 5: Product Overview

    VETH PRODUCT OVERVIEW Product Overview = Rudder propeller wih 360° maneuverability MMC = Alows for greater fexibilty in design of marine engine room = Mountable without dry-docking 2bive Diet id = Customized solutions designed for each vessel structure Tunnel Thrusters = Increase effciency and minim

  6. Slide 6: Pro Forma Business Segment & Geographic Mix

    PRO FORMA BUSINESS SEGMENT & GEOGRAPHIC MIX x pices Other / Marine Propulsion 3% { Propulsion Systems Industrial 7 A. Syetome 13% | / | Business Segment ‘ bs > Land based Sisters 20% TWIN Standalone ‘TWIN Pro Forma = Acquistion makes Twin Disc a more global business = Expands European footprint and

  7. Slide 7: Acquisition Financial Summary

    VETH ACQUISITION FINANCIAL SUMMARY Sales of approximately €t milion ‘Adjusted EBITDA” of approximately €6 million (12% of sales) Capital expenditures of approximately 2% of sales Estimated CY2018 Financial Results = €49,7 million base purchase price, excluding €3.3 million eam-out Total purchase pri

  8. Slide 8: Contact Information

    CONTACT INFORMATION TWIN Contact Jeffrey S. Knutson Vice President — Finance Chief Financial Offcer Treasurer and Secretary Knutson Jefi@twindisc.com See our website at ‘wwwitwindise.com

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