CIRCOR International — Merger or Acquisition (September 2017)
17 slides from CIRCOR International's merger presentation, Sep 25, 2017
Slide 1: Acquisition of Colfax's Fluid Handling Business
C l R C oO R Energy | Advanced Flow Solutions Acquisition of Colfax’s Fluid Handling Business September 25, 2017
Slide 2: Forward-Looking Statements
Cc Ce rN IRCOR Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may often be identified by the use of word
Slide 3: Transaction Highlights
Transaction Highlights (S millions) CIRCOR to acquire Colfax Fluid Handling, a leading global provider of specialty pump: + Differentiated technologies for severe service flow control applications Highly complementary product portfolio — Natural and attractive adjacency in the flow control sector —
Slide 4: Transaction Consistent with Disciplined M&A Strategy
Transaction Consistent with Disciplined M&A Strategy Differentiated Technology + Severe service engineered applications in niche flow control markets + Leader in 3-screw pumps + Aleader in 2-screw and specialty centrifugal pumps Compelling Growth Opportunity + Robust new product development pipeline
Slide 5: Fluid Handling at-a-Glance
Fluid Handling at-a-Glance (S millions) Global Manufacturer of Speci Ity Flui > Designs, manufactures, distributes and supports specialty pumps for severe COLFAX service applications > Employees: ~1,900 globally Fluld Handling 3 Screw 2 Screw Centrifugal Precision Metering Progressing Cavity Pump Pr
Slide 6: Fluid Handling: Leading Supplier of Specialty Pumps
Fluid Handling: Leading Supplier of Specialty Pumps Market Leading Player Key Brands v Leader in 3-screw pumps Leadership positions in 2-screw, vv progressing cavity and specialty centrifugal pumps Experienced engineers with a track v record of developing specialized customer solutions v Innovation
Slide 7: Fluid Handling: Differentiated Product Portfolio
Fluid Handling: Differentiated Product Portfolio Severity of Products Applications pepe Key Differentiators 3ScrewPump + ‘Fueloil transfer + Highest efficiency + Machinery lubrication + Ultra-quiet pumps E + Hydraulic systems High + World-class manufacturer ; + Global reach Specialty Centrifugal + M
Slide 8: Pro forma Combined Company Profile
Pro forma Combined Company Profile (S millions) DN ZN CIRCOR CIRCOR COLFAX © Pro forma Broader Product Offering Expansion (Adj. EBITDA) Greater Scale (Sales) ZA Note: Amounts LTM as of 6/30/17. Adjusted EBITDA based on digence resus. CIRCOR figures pro forma for CFS acquiston.
Slide 9: Pro forma End Market Diversification
Pro forma End Market Diversification (S millions) Sales Mix by End Market $615 $463 $1,078 Comm. Marine Comm. Aero Power Defense Industrial Oil & Gas oN Pro forma CIRCOR COLFAX wuld Handing Ww = Note: Amounts LTM as of 30/2017. CIRCOR figures pro forme for CES acquisition. CIRCOR 8 w
Slide 10: End Market Outlook
End Market Outlook Segment Trends Outlook Increase in Global CAPEX spending in upstream Exceptional strength in unconventional investment in N. America Increase in new pipelines and upgrades + Refining capacity growth in Middle East and Asia Pacific Refining expansions and upgrades in the Americas C
Slide 11: Significant Synergy Potential
Significant Synergy Potential (S millions) [yJsourcing Savings Reduction {J)cG3a Reduction [Manufacturing Rationalization Sourcing Potential Upside on Sales joi & Gas and Defense end markets i
Slide 12: Applying the CIRCOR Playbook to Fluid Handling
Applying the CIRCOR Playbook to Fluid Handling Manufacturing CIRCOR Simplification Since 2013 a. Feet 7200000 2013 2016 meee 24 Factories 15 Factories 10900 50000 Suppliers 2,000 44500 2013 am 2016 ~5,000 Suppliers ~2,600 Suppliers 44000 500 Business Units 2013 24 Systems 2016 47 Systems 350 100 Bus
Slide 13: Transaction Detail
Transaction Detail (millions) Total consideration of $855, comprised of — $542 cash at closing Purchase price — Approx. 3.3 million CIRCOR shares, valued at $163 — Approx. $150 of assumed net pension liabilities (equates to ~$118 after-tax) Colfax retains assets and liabilities related to its asbest
Slide 14: Appendix
Appendix
Slide 15: Pump Market Overview
Pump Market Overview Centrifugal Regenerative General Pump Market 60-70% of Total Market) Less expensive (Commoditized) Moving basic fluids like fresh water Mostly Centrifugal pumps Typical operating parameters — Ambient temperatures — Low viscosity — Low pressure > — Serves a broad range of applica
Slide 16: Support for Transaction Purchase Price Multiples
Support for Transaction Purchase Price Multiples (S millions) Total Enterprise Value (TEV) $855 Approximate value of tax benefits (90) Adjusted TEV $765 EBITDA multiples Siavidaiona Metric Multiple TEV /LTM (6/30/17) EBITDA $69 12.3x Includes operating synergies and tax benefits Adj. TEV / LTM (6/30
Slide 17: Use of Non-GAAP Financial Measures
Use of Non-GAAP Financial Measures (S millions) Use of Non-GAAP Financial Measures Adjusted operating income, Adjusted operating margin, Adjusted net income, Adjusted earings per share (diluted), EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, pro forma combined figures, net debt, net leverage and
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