Dover Corporation · NYSE:DOV

Dover — Merger or Acquisition (May 2013)

10 slides from Dover's merger presentation, May 23, 2013

  1. Slide 1: Spin Off of Knowles Corporation Conference Call

    Exhibit 99.2 Spin Off of Knowles Corporation Conference Call May 23, 2013 - 7:30am CT

  2. Slide 2: Forward Looking Statements

    Forward Looking Statements 2 We want to remind everyone that our comments may contain forward-looking statements relating to, among other things, the planned separation of certain of our communication technologies businesses, the potential benefits and timing thereof, and the prospects and expected

  3. Slide 3: An Independent Global Communications Technology Leader

    An Independent Global Communications Technology Leader 3 § Dover plans to spin off certain Communication Technologies businesses to shareholders • Transaction expected to be tax free to Dover and U.S. shareholders § New company, Knowles Corporation (“Knowles”), will have: • Industry leading position

  4. Slide 4: Knowles' Evolution - An Industry Leading Enterprise

    Knowles’ Evolution - An Industry Leading Enterprise 4 § We have built an industry leading enterprise in terms of brand recognition, technology leadership and market presence Major Milestones: $1.4B § 2005: Knowles Electronics acquired § 2009: 1 billionth MEMs mic sold § 2011: Sound Solutions acquire

  5. Slide 5: Knowles' Evolution - Strong Earnings Growth

    Knowles’ Evolution - Strong Earnings Growth 5 § Pro-forma EBITDA growth has been strong and margins are in the mid- 20s $350M 2009 2010 2011 2012 2013 Forecast All-in CAGR: 19% Notes: EBITDA reflects 100% of DCT segment’s corporate costs and adjustments for non-recurring expenses such as restructuri

  6. Slide 6: Knowles' Unique Business Model

    Knowles’ Unique Business Model 6 § The Knowles business model has evolved as its end-markets have developed and grown Consistent Unique to with Dover Knowles Strong market tailwinds ü Strong financial performance ü Brand strength ü Innovation leadership ü Customer intimacy ü Dynamic R&D ü Faster pro

  7. Slide 7: Knowles Profile

    Knowles Profile 7 Knowles § 2013 Pro-forma Revenue §Forecast: ≈$1.3B Pro-forma EBITDA margin profile: mid- 20s § Key markets: • Consumer electronics, hearing health • Communications infrastructure § Key products: • Acoustic components • Communication infrastructure components § Appropriate capitaliz

  8. Slide 8: Dover Profile

    Dover Profile 8 Dover § 2013 Pro-forma Revenue Forecast: $7.4B - $7.6B, after spin off of Knowles * Total § Strong profitability and cash flow Dover, § Key markets: before spin • Refrigeration & food equipment, and industrial • Drilling, production and downstream energy • Fast moving consumer goods

  9. Slide 9: Roadmap to Completion

    Roadmap to Completion 9 § Distribution of 100% of the stock of a new, independent, publicly traded company to be named Knowles Corporation • Anticipated to be tax free to Dover and U.S. shareholders • Expected one-time costs associated with transaction of $60 - $70 million § Transaction expected to

  10. Slide 10: Spin Off will Benefit Both Knowles and Dover

    Spin Off will Benefit Both Knowles and Dover 10 § Transaction will allow Knowles to pursue a more aggressive growth strategy • Invest to expand technology and manufacturing leadership • Commitment to innovation § Dover continues to be focused on its key industrial end-markets • Energy, Engineered Sy

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