MERGERS & ACQUISITIONSCAPITAL MARKETSFINANCIAL RESTRUCTURINGFINANCIAL ADVISORY SERVICES

HL.com

American Council of Independent LaboratoriesRanon Kent - Houlihan Lokey

October 2014

Confidential

Table of Contents

Section

M&A Market Overview 1

Testing, Inspection and Certification Market & Trends 2

Overview of Sale Process and Considerations 3

Appendices 4

Supporting Schedules

Houlihan Lokey Background

American Council of Independent Laboratories

1

M&A Market Overview

Muted return of corporate confidence due to uncertain macroeconomic and political outlook

Improved liquidity, with “fits and starts” in the capital markets

Substantial corporate cash balances

Managements refocus on growth in selected areas

Narrower valuation gap between buyers and sellers; periodic volatility in the equity markets stems deal-making momentum

Increased activity by private equity buyers, but strategics dominate

Renewed shareholder activism

Recent mega-deal activity suggests a return of corporate confidence and participation by strategic buyers, but continued political and economic stability will be required for a sustained comeback

Managements also continue to drive growth via smaller, tuck-in acquisitions

Shareholder support for transactions (particularly those with demonstrable synergies) is increasing

Substantial corporate cash balances remain

Monetary policies, investor demand and relatively low volatility continue to support the capital markets

Availability of capital supports leverage and higher valuations

Structural drivers such as low defensive barriers, high support for activists and tax considerations are shaping activity levels

Economic crisis

Liquidity constraints and lack of confidence

Corporate focus on retrenchment rather than expansion

Sharp decline in global M&A activity

Scarce financing for transactions

Wide valuation gap between buyers and sellers

Legislative and regulatory uncertainty

2008 & 2009

Market Overview – Evolution of Key ThemesM&A Market Overview

3

2010 – 1H ‘13 2H ‘13 & 2014 Outlook

Multiple Drivers for M&A ActivityM&A Market Overview

4

Positive Drivers Negative Drivers

Economic /

Strategic

Need for top-line growth vs. cost-cutting

Pent-up demand / strategic imperatives

Global diversification

Disparities across regional economies could trigger opportunistic deals

Some elements of uncertainty in the macroeconomic and regulatory environment may hamper what appears to be a return of corporate confidence in boardrooms

Global geopolitical uncertainty

Liquidity

Historically low borrowing costs, particularly for investment grade companies

Cash build-up around all-time highs (approximately $1.6 trillion)

Equity markets generally remain highly accessible

Leveraged recaps, share repurchases, and other return-of-capital transactions may diminish capital available for acquisitions

Structural

Defensive barriers low / activist support high

“Inversion” transactions re-direct earnings to jurisdictions with favorable tax regimes

Regulatory uncertainty in certain industries

Increased anti-trust scrutiny from regulators globally

Sources: News articles and Wall Street research.

M&A PerformanceM&A Market Overview

5

Historical Domestic M&A Activity

M&A activity has improved significantly over the past three years

Although 2011 M&A activity increased over 2010 levels, results in 2012 and much of 2013 reflected a “cooling-off” asmacroeconomic and political uncertainty dragged down confidence in the global economy

A more stable political and economic backdrop gave way to a pick-up in transactions announced in 2H ‘13, and deal activitythrough Q2 ‘14 points to a continued rebound

Source: Thomson Reuters, as of 6/30/14.Note: 2014 data shown on an annualized basis, based on data through 6/30/14.

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014

Num

ber o

f Deals

($ in b

illions)

Value of Deals Number of Deals

Domestic and Global ActivityM&A Market Overview

6

Source: Thomson Reuters, as of 6/30/14.Notes: Regional breakdowns are by target and are based on total number of transactions.

Includes minority equity deals, equity carve-outs, exchange offers, open market repurchases, and deals with undisclosed transaction values.

U.S. M&A Volume: Transaction Value U.S. M&A Volume: # of Transactions

Domestic and global transaction activity increased, both by aggregate value and by number of transactions,

in 1H ‘14 as compared to 1H ’13. M&A volume (by number of deals) was spread relatively equally across

geographies during 1H ‘14

9,608

10,88611,528

9,559

7,8698,289 8,611 8,783 9,085

4,1384,679

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

2005 2006 2007 2008 2009 2010 2011 2012 2013 1H '13 1H '14

CAGR 10%(17%)

(18%)5%

2%4%

13%

3%

$1.16

$1.51 $1.52

$0.93

$0.76 $0.83

$1.04

$0.81

$1.02

$0.44

$0.73

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

$1.80

$2.00

2005 2006 2007 2008 2009 2010 2011 2012 2013 1H '13 1H '14

($ in

tri

llion

s)

CAGR 15%

(39%)

(18%)10%

(22%)26%

65%

25%

Number of Transactions by Region

Americas34%

Europe34%

Asia, Africa & Middle East

32%

Mega Deals Influence Value, Smaller Deals Drive Volume and Transaction Multiples Have Rebounded

M&A Market Overview

7

Deal Value Number of Deals

Transactions in excess of $1 billion constitute most of the aggregate value of M&A activity, M&A

transactions under $1 billion predominate in number

34%27% 24% 26% 27% 22%

33% 28%37%

30%21%

35% 44%

35%

53%

35%

29%

47%

38%

52%

42%

37%

31% 29%41%

21%

38%49%

19%

35%

11%28%

41%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

< $1 billion $1 Billion - $10 billion > $10 billion

96%95%

94%93%

96%97%

95%95%

94% 94%

92%

4% 4%5%

6%

4%3%

5% 4%6% 6%

7%

90%

91%

92%

93%

94%

95%

96%

97%

98%

99%

100%

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

< $1 billion $1 Billion - $10 billion > $10 billion

Source: Thomson Reuters, as of 6/30/14.Notes: Based on U.S. deals and excludes multiples below 0.0x and above 25.0x.

10-year median based on 2004 – 2013.

10.4x 10.6x 10.3x11.5x

9.9x

8.4x

9.2x 9.2x 9.8x 9.5x

12.5x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 1H '14

10-year median: 9.8x

Median EV/EBITDA Multiples

Median transaction valuations for 1H ‘14 were well above the historical median of 9.8x

Overall leverage levels have risen in Q2 ’14, surpassing peak levels reached in 2007. Sponsor-backed deal volumes

strengthened in Q2 ‘14, after experiencing a moderate decline in Q1 ’14. Sponsor volume as a percentage of overall M&A

volume has stabilized at just under 7%

4.2x 4.3x 4.4x4.9x

3.8x 4.0x 3.9x 4.3x 4.5x 4.7x 4.9x 5.0x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Q1 '14 Q2 '14First Lien/EBITDA Second Lien/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

Leverage Levels & Private Equity TransactionsM&A Market Overview

8

Average Debt Multiples of Highly Leveraged Loans

Notes: For 1987-1996, breakouts of first lien debt and second lien debt were not available; therefore the lower portion of the column reflects bank debt/EBITDA and the top portion reflects all non-bank debt/EBITDA.

Criteria: Pre-1996 data is based on all debt priced at LIBOR+250 and higher; 1996 to date data is based on all debt priced at LIBOR+225 and higher; media loans are excluded; 1991 data is excluded given too few deals to form a meaningful sample.

1. Domestic M&A includes minority equity deals, equity carve-outs, exchange offers, open market repurchases, and deals with undisclosed transaction values

Source: S&P LCD and Thomson Reuters.

593670

830

680

370

536 550

704

148 114165 169 157 162

0

150

300

450

600

750

900

2005 2006 2007 2008 2009 2010 2011 2012 Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14

Num

ber

of

Deals

Domestic Financial Sponsor Deal Count as a Percentage of Overall Domestic M&A (2005 – Q2 ’14)

% of M&ATransactions

6.2% 6.2% 7.2% 7.1% 4.7% 6.5% 6.4% 8.0% 7.0% 5.6% 6.7% 6.8% 6.7% 6.9%

10-Year Median: 4.3x

Testing, Inspection and Certification Market & Trends

TIC Industry Drivers

TIC companies have performed well compared to the overall market due to strong non-cyclical drivers

High barriers to entry and complex business models, including accreditations and certifications, add to the sector’s attractiveness

A number of macro and micro trends are driving demand for testing services Growing movement towards outsourcing of testing and

certification services and demand by industry for cost-effective outsourced services

Increasing levels of standards, regulations and safety requirements applicable to products and commodities globally

Ageing of assets and infrastructure in Western and developed economies

Industrialization of key emerging economies and subsequent knock-on demand for commodities

Greater emphasis on safety, quality and performance by corporations and governments

Decreasing product/technology life cycles, leading to an increase in the number of new products / technologies developed, each requiring testing More efficient for third parties to train and certify inspectors,

track and report data according to industry standards Customers lack experience and resources to perform in-house

Testing, Inspection and Certification Market & Trends

10

Multiple Factors Converging to Create Enduring Demand for Testing, Inspection & Certification Services

The Testing and Certification services market is poised for sustainable long-term growth

8-10%Medium

Term CAGR

Source: Industry Research.

TechnicalStandards

Department

InternationalStandardization

ChangingProduct

Life Cycles

New Technologies

Globalizationof Trade

IncreasingRegulation

Quality/SafetyIssues

Industrialization of Key Emerging

Economies

Public SectorFunding

Constraints

OutsourcingTrends

PublicAwareness /End User Demand

Ageing of Assets& Infrastructure

TIC Industry Overview by End-MarketTesting, Inspection and Certification Market & Trends

11

TIC Sector End-Markets OverviewTIC Industry by End-Market

Industrial22%

Construction31%

Commodities7%

Consumer9%

LifeSciences

22%

Other9%

Source: Wall Street Research, Merger Alliance, Houlihan Lokey Estimates

Sector Sub-SegmentsMedium-term

growth Growth Drivers

Degree of

Fragmentation

Degree of

Outsourcing

Industrial Oil, Gas & Chem.Energy & PowerTransportationOther

'9% - '11% Greater investment in industrial infrastructure (OG&C, E&P)

Shift in manufacturing to low-cost countries New QHSE regulations

High Medium

Construction Building MaterialsInfrastructureCapital EquipmentOther

'3% - '7% Emerging markets industrialization Return of U.S. housing market and home repair New Regulation (high-performance, energy

efficiency)

High Low

Life Sciences PharmaceuticalClinical TrialsFoodEnvironmental

'2% - '5% Pipeline execution Emergence of Biosimilars Increased FDA standards Increased attention to clinical trial accuracy

Varied Varied

Consumer HardlinesSoftlinesE&EFood / HPC

'5% - '8% Inspection and verification outsourcing Decreasing product lifecycles New regulations Optimization of supply chain

Medium Medium

Commodities Oil, Gas & Chem.MineralsAgricultureCementOther

'8% - '10% Increasing global trade More stringent QHSE regulations Price fluctuations driving increased trade Upstream penetration, including wellhead testing,

fluid testing, and metering More technical mines and lower grades Moving beyond Agricultural trade inspection to seed

testing and consulting Outsourcing

MediumMedium

LowHigh

MediumMediumMediumMedium

Other GovernmentMarineOther

'5% - '8% Increasing international trade Shift in manufacturing to other emerging markets,

including Asia Growing demand for trade security New regulations

LowMedium

HighHigh

The Industrial and

Construction sectors are

currently the largest TIC

markets with the highest

expected growth in the near-to-

medium term

Certifications /

Accreditations

Certifications / licenses / permits are required in order to legally provide testing & inspection services

Accreditations vary within and across end-markets and require long lead times and high costs to obtain

Need for Highly Trained

and Skilled Workforce

Significant effort required to either train or procure the educated and skilled labor force necessary to provide quality service and win testing contracts

Intellectual Property Certain testing procedures and technologies are proprietary, providing competitive advantages to established

industry players

Reputation / Brand

Certifications and inspections from well-established, well-known TIC firms are preferred to those of new service providers

Recurring streams of revenue for firms with existing client relationships

High Initial Capital

Requirements

High start-up costs associated with establishing laboratories and obtaining proper testing equipment deter potential competitors from entering the market

A Recipe for Sustainable Earnings PowerTesting, Inspection and Certification Market & Trends

12

Significant Barriers to Entry

The Testing, Inspection & Certification sector’s robust long-term growth profile coupled with the industry’s high barriers to entry has

positioned entrenched TIC companies for strong and consistent earnings power

8-10% Medium Term Industry CAGR

60%

80%

100%

120%

140%

Oct-13 Nov-13 Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14

S&P 500 Russell 2000 TIC Index

TIC Sector Share Price OutperformanceTesting, Inspection and Certification Market & Trends

13

Share Price Performance – Last 10 Years

Share Price Performance – Last Twelve Months

10-year growth: 311%

10-year growth: 95%10-year growth: 77%

1-year growth: (21%)

1-year growth: 4%

1-year growth: 18%

One of the best performing industry sectors over the last 10 years

Source: Capital IQ as of 9/30/2014.(1) Testing, Inspection and Certification Sector is an index consisting of Applus Services, ALS Limited, Bureau Veritas SA, Eurofins Scientific SA, Exova Group, Exponent Inc.,

Intertek Group plc, Mistras Group, SAI Global and SGS SA.

(1)

0%

100%

200%

300%

400%

500%

600%

Oct-04 Oct-05 Oct-06 Oct-07 Oct-08 Oct-09 Oct-10 Oct-11 Oct-12 Oct-13 Oct-14

S&P 500 Russell 2000 TIC Index(1)

TIC companies have reported poor LTM results due to weak end-market performance in the following

sectors: Automotive, Commodities, Consumer Products and Government

Wall Street SentimentTesting, Inspection and Certification Market & Trends

14

The testing and inspection companies offer high incremental returns on capital… we forecast 14% per annum EPS growth for the three listed Testers over the next two years, with bolt-on acquisition spend potentially adding a further 2-4% per annum Barclays on Intertek, Bureau Veritas and SGS

A significant amount of developing market testing and inspection remains insourced and outsourcing by emerging market governments is a significant opportunity… 20% of quality testing is outsourced today versus 10% ten years ago… B of A

Lab testing is an innately operationally geared business. We expect underlying EBITA margins to rise 60bp per year on average over the next five years Credit Suisse on Exova Group

Since 2004, average organic growth of the quoted testing industry majors has been just below 9%. The structural drivers of that growth, including globalization, increased regulation, outsourcing and privatization remain firmly in place Jefferies

High transaction and trading multiples are unlikely to fall. Few transactions have been completed due to prices and the scarcity of platforms which can be internationalized… however, we believe that multiples could have further upside B of A

Wall street projects continued TIC industry outperformance driven by both underlying secular trends fueling

organic growth and by continued high levels of M&A

as the industry consolidates

Long term we think the Testing sector is the most attractive market we cover as it has a number of structural factors, especially increased regulation, greater product design rotation, an expansion in global trade, the outsourcing of testing, and consolidation in a fragmented industry JP Morgan

[Growth] continues to be driven by: 1) Increased regulation; 2) More outsourcing; 3) Increased quality, health and environmental concerns; 4) Increased access to emerging markets driven by energy requirements and commodities growth Barclays

Testing markets will continue to benefit from structural drivers. We forecast 6% average organic revenue growth in 2014E to 2018E. We expect that the organic growth will be augmented by at least 3% per year on average via acquisitions Credit Suisse on Exova Group

10.1x

11.3x 11.9x 12.2x

11.0x

12.0x

13.6x 13.4x 13.5x

14.5x 14.1x 14.5x

12.6x 13.0x

11.9x 11.7x 11.2x

8.6x 8.5x

9.7x 9.4x 10.0x 10.3x 10.5x

11.6x 11.8x 12.0x 11.5x 11.5x 11.8x

13.4x 12.6x

11.7x 12.1x

13.4x

12.4x

14.0x 14.1x 13.6x

13.0x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

TIC Historical EV/LTM EBITDATIC sector companies are currently trading above the historical median, driven by increased demand for

technologically advanced product testing and growing needs for product certification in key end-markets

Testing, Inspection and Certification Market & Trends

15

Testing, Inspection & Certification Median LTM EV / EBITDA – Last 10 Years

TIC 10yr Median:12.0x

‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12

TIC (1) Median LTM EV / EBITDA Development – Last 5 Years

Source: Capital IQ.(1) Testing, Inspection and Certification Sector is an index consisting of Applus Services, ALS Limited, Bureau Veritas SA, Eurofins Scientific SA, Exova Group,

Exponent Inc., Intertek Group plc, Mistras Group, SAI Global and SGS SA.

Testing, Inspection

& Certification

companies have

traded above their

historical median in

2014

5yr Median: 11.9x

+1δ: 13.2x

-1δ: 10.6x

‘09 ‘10 ‘11 ‘12 ‘13

‘13

6.00x

8.00x

10.00x

12.00x

14.00x

16.00x

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

‘14

‘14

– Current industry fragmentation with strong competition for high quality assets is driving industry-wide consolidation

– High barriers to entry make acquisitions an efficient way to enter new markets

Benefits from Consolidation

Need for Economies of Scale

– Labor costs account for a significant part of total expenses, making efficient use of overheads and central costs achieved through economies of scale key to competitiveness

– P/E arbitrage is still available for smaller bolt-on deals

Drive for Service Breadth

– The ability to provide customers with a full spectrum of services to meet all operational requirements provides a competitive advantage against specialized TIC companies

– Full service players achieve higher multiples than more specialized peers

Advantages of Geographic Diversity

– Geographic diversity allows companies to offer a better value proposition: to “follow” customers’ global trade and manufacturing flows

– A large geographic footprint helps to develop a brand representing trust and integrity

Growth in Emerging Economies

– Industrialization and increased global trade flows through emerging economies is spurring demand for additional testing, inspection and certification services

Private Equity Attractiveness

– High cash flow conversion, strong, non-cyclical growth drivers and high barriers to entry make TIC companies attractive targets for sponsors

– Exits have established a pattern of strong returns available in the sector

Key TIC M&A DriversTesting, Inspection and Certification Market & Trends

16

Sector Consolidation Trend in TICTesting, Inspection and Certification Market & Trends

17

Corporate acquirers have become increasingly active in the “middle market” deal space while PE buyers

continue to pay premium prices for “trophy assets”

Source: Capital IQ, MergerMarket and Wall Street research.(1) Figure represents FY2010 EBITA (EBITDA figure not disclosed).

2008 - 2014

$209

$764

$250

$402

$206

$313 $333 $327$250

$100 $93$132

$668

$170$127

$241$200

$730

$235$275

$394

$200

$536

$72 $95

$609

$260 $255

9.9x

13.0x

9.2x

11.0x 9.5x

12.9x

11.1x

10.9x

NA10.0x

7.7x

NANA

13.4x

10.8x

NA12.4x

11.2x

NA

9.7x

10.9x 13.5x

8.5x 10.1x

NA

10.7x

7.9x 10.2x

0

200

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800

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)

Financial Buyer Strategic Buyer

1,400

Financial34%

Strategic66%

Number of Deals

Financial45%

Strategic55%

Deal Value

9.6x

($ in millions)

$1,305

Average EBITDA Multiple: 10.7x

($ in millions)

EV/

Announced Acquiror Target EV EBITDA

08/20/14 TUV SUD RCI Consultants NA NA

07/28/14 SGS Galson Laboratories NA NA

05/09/14 Eurofins Scientific Viracor-IBT $255 10.2x

05/09/14 ShawCor Desert NDT 260 7.9x

03/03/14 Intertek International Inspection Services 66 NA

12/21/13 Bureau Veritas Maxxam Analytics International 609 10.7x12/04/13 Golden Gate Capital Humanetics Innovative Solutions, Inc. 250 NA11/18/13 Intertek Architectural Testing, Inc. 95 10.1x10/03/13 Intertek Global X-Ray & Testing Corp 72 8.5x08/16/13 Aurora Capital Group National Technical Systems, Inc. 327 13.5x06/17/13 AXA Private Equity (Ardian) Trescal 333 10.9x06/16/13 ALS Reservoir Group Ltd. 536 9.7x06/03/13 Groupe Bruxelles Lambert SGS (only 15% acquired) 17,608 14.8x05/15/13 DEKRA Raysonics (Pty) Ltd. 17 NA05/09/13 Sankyu Japan Industrial Testing Co. 68 NA04/08/13 SGS MSi Testing & Engineering NA NA04/02/13 Bureau Veritas LVQ-WP Werkstoffprufung GmbH NA NA03/06/13 Underwriters Laboratories Testtech Laboratórios de Avaliação da Conformidade Ltda. NA NA02/08/13 ALS Severn Trent Laboratories Limited NA NA02/07/13 Cobepa Socotec 1,305 9.6x12/20/12 DNV Germanischer Lloyd NA NA05/20/12 Precision Castparts Dickson Testing 200 10.0x04/23/12 Eurofins Scientific Nihon Environmental Services NA NA04/10/12 SGS Metlab NA NA03/20/12 Bureau Veritas T H Hill Associates NA NA03/19/12 ALS Advanced Micro Services Laboratories & Eclipse Scientific 41 NA02/23/12 Bureau Veritas Acme analytical laboratories NA NA01/09/12 Sigma-Aldrich Fine Chemicals Bioreliance 353 NA12/22/11 DNV Kema 394 11.2x12/13/11 Mistras Group Engineering Test Services NA NA11/08/11 ERA Technology NDE Global 19 NA11/01/11 Campbell Brothers (nka: ALS) Columbia Analytical Services 33 NA11/01/11 SGS PfiNDE 38 NA11/01/11 TUV SUD Pro-Tec Boiler Inspection & NDT Services NA NA10/14/11 Campbell Brothers (nka: ALS) Austpower Engineering 36 NA08/31/11 SGS Environmental Testing Corporation NA NA08/26/11 Bureau Veritas Toplis Marine Inspection and Testing NA NA08/16/11 Underwriters Laboratories Nutmeg Holdings and STR International 275 12.4x08/12/11 TUV Rheinland Sonovation 15 NA08/01/11 Intertek Food Analytical Laboratory 10 NA07/08/11 NPM Capital Kiwa 313 12.7x06/30/11 Campbell Brothers (nka: ALS) Stewart Group 234 10.8x06/08/11 Chequers Capital Serma Technologies 86 6.9x03/07/11 Intertek Moody International 730 13.4x

Mean $848 10.8xMedian $234 10.7x

Sector Activity Continues to Increase at Attractive Multiples

Testing, Inspection and Certification Market & Trends

18

Recent TIC Transactions Assets in the Market / To Be in the Market

Note: Certain multiples based on estimates (1) Based on estimated March 2014 EBITDA at time of announcement.(2) Industry estimate.(3) Figure represents FY2010 EBITA (EBITDA figure not disclosed).

(2)

(3)

(2)

(1)

Target Description

Provides professional inspection and laboratory services for the petroleum and petrochemical industries as well as for the food and general cargo industries

Provides workplace safety and compliance services to employers in the US and internationally (PE owned by The Riverside Company)

Provides inspection, testing, certification, technical consultancy and training services in Northern Europe (PE owned by 3i Group)

Provides oil country tubular goods inspection and repair services to oil and natural gas producing regions (PE owned by Calvert Street Capital Partners)

Provides engineering, consulting, and testing services to clients involved with site selection, design, construction, and property management (PE owned by Olympus Partners)

Provides inspection, nondestructive examination, rope access, and specialty services (PE owned by Clearview Capital)

Provides information services and solutions to manage risk, achieve compliance, and drive business enhancement worldwide (Public - ASX:SAI)

Offers consulting and inspection services in the areas of building envelope consulting, specialty structures, and non-destructive testing (PE owned by Keystone Capital)

Considerations for Laboratory-Based BusinessesTesting, Inspection and Certification Market & Trends

19

Complementary to “One Lab Approach”

Ensures relationships with clients are managed appropriately and uniformly

Allows various labs with a variety of testing capabilities to cross-sell and maximizes revenue from

customers

Integrated Sales

Force and Systems

One Lab Approach

“One Lab Approach” operating philosophy allows the Company to dominate on capability,

differentiate on client service

Allows for flexibility and cost savings rather than operating independent non-integrated labs

Flexible capacity across multiple facilities allows the Company to efficiently achieve client

requests on time sensitive projects

Labs can also function as fulfillment centers with corporate handling IT, accounting, HR, legal,

safety, quality

Issues We Have Typically Seen With Lab-Based Businesses

Characteristics of Successful Lab-Based Businesses (e.g. Exova Group, Element, National Technical Systems)

Multiple and VaryingIT Systems

Disconnected Sales Initiatives

Scattered, Non-Integrated Laboratory Footprint

Supplementing existing management team with new, operationally skilled executivesFlexible

Management Team

Non-Optimal Free Cash Flow Results

Reduced CapitalProductivity/Efficiency

Private Equity Sector InterestTesting, Inspection and Certification Market & Trends

20

Private Equity Interest in the Testing, Inspection & Certification Sector

Select Active Financial SponsorsWhat is Private Equity

A private equity firm is an investment manager that raisescapital and makes investments in operating companiesthrough various investment strategies

Focused on maximizing the private equity firm’s returnon invested capital, often using debt financing toenhance returns on equity investments

Post acquisition, a private equity firm typicallyprovides additional capital for business expansion,including add-on and organic growth initiatives

Often creates equity partnerships with managementand existing shareholders

Prefers to exit investments in 3-6 years

The Testing, Inspection & Certification sector has garnered significant interest from the financial sponsor universe over the lastdecade, driven by:

High free cash flow profile and tangible laboratory-testing assets supportive of leverage and strong returns on investedcapital

Increased regulations and importance placed on quality control, standards, safety, and performance driving sector growth

Significant barriers to entry and high initial start-up costs associated with setting up costly laboratories and properlytraining highly technical inspection personnel

Substantial operating leverage exists with laboratory-based testing businesses

Strong, entrenched customer base driven by value-add nature of services

Date Company Name

Jul 2014 Galson Laboratories ($17.0)

Jun 2014 Courtray Consulting SARL (N/A)

Jun 2014 Search Group (N/A)

Jun 2014 Advanced Testing & Engineering (N/A)

Feb 2014 RF Technologies (N/A)

Jan 2014 Nemko Oy (N/A)

Nov 2013 Hart Aviation (N/A)

Nov 2013 Industrial Valve Engineering (N/A)

Sep 2013 MIS Testing, MIS Environmental (N/A)

Jun 2013 Qingdao Yuanshun Automotive (N/A)

Jun 2013 Civil Quality Assurance Pty. Ltd. (N/A)

May 2013 ENGER Engenharia S.A. (N/A)

Apr 2013 MSi Testing & Engineering ($7.0)

Mar 2013 Grupo Labmat (BRL 12.0)

Feb 2013 Umweltanalytik RUK (€2.0)

Feb 2013 RDFI Group (€2.4)

Jan 2013 Time Mining & Processing (ZAR 300)

Jan 2013 E&S Engineering Solutions (N/A)

Jan 2013 Herguth Laboratories ($5.5)

Nov 2012 War Care Pest Control (€3.2)

Nov 2012 EMICS Ltd. (N/A)

Oct 2012 Sentinel Services (ZAR 21)

Oct 2012 Australian Radiation Services (AUD 6)

Sep 2012 Ludwig Associates (N/A)

Aug 2012 Gladstone Testing (N/A)

Jul 2012 Sercovam (€9.1)

“The Big Three” – Recent Deal ActivityTesting, Inspection and Certification Market & Trends

21

Continued global activity among the largest sector players, although very few transactions of notable size

Source: Capital IQ and company filings.Note: Figures in parenthesis represent revenue indication in transaction year.

Date Company Name

Sep 2014 MatthewsDaniel (N/A)

Aug 2014 Analysts (N/A)

Jul 2014 Sistema PRI Engenharia (€40.0)

Jun 2014 DTI DiversiTech (N/A)

Apr 2014 Andes Control (N/A)

Apr 2014 Quiktrak (N/A)

Dec 2013 Maxxam Analytics Int. Corp. ($245.9)

Dec 2013 Carab Technologies (Pty) Ltd (N/A)

Oct 2013 OTI Canada Group (N/A)

Aug 2013 Kanagawa Building Inspection (N/A)

Apr 2013 LVQ-WP (€9.0)

Mar 2013 Sievert India ($33.0)

Jan 2013 7 Layers AG (N/A)

July 2012 Shanghai Davis Testing Tech ($1.7)

Jun 2012 UniCar GmbH (€8.3)

Jun 2012 European Compliance Lab (€2.1)

May 2012 Tecnicontrol S.A. (N/A)

Mar 2012 Waterdraws (€1.0)

Mar 2012 TH Hill (€36.0)

Feb 2012 JCS (€2.0)

Feb 2012 ACR (€2.0)

Feb 2012 Acme Analytical Laboratories(€55.0)

Feb 2012 HuaXia (€11.0)

Jan 2012 Pockrandt GmbH (€4.0)

Dec 2011 Kontrollab (€0.4)

Date Company Name

Apr 2014 Oil & Gas Laboratory in El Salvador (N/A)

Mar 2014 International Inspection Services (N/A)

Nov 2013 Architectural Testing (N/A)

Oct 2013 ETEC Labs (N/A)

Oct 2013 Global X-Ray & Testing Corp. (N/A)

Jul 2013 Melbourn Scientific Limited (N/A)

Mar 2013 E-TEST Laboratorio de Ensaios (N/A)

Mar 2013 Food Safety Assessment (N/A)

Jan 2013 Tickford Test Technology (N/A)

Nov 2012 Laboratory Services Int. (N/A)

Sep 2012 NDT Services Limited (N/A)

May 2012 Vigalab S.A. (N/A)

Apr 2012 Automation Technology (N/A)

Mar 2012 4th Strand LLC (<$5.0)

Nov 2011 Labs & Testing Chile (<$2.0)

Aug 2011 RDC Environment NV (<£5.0)

Aug 2011 QinetiQ Group Plc’s UK fuel and lubricants business (<£1.0)

Mar 2011 Moody International (£280.0)

Jan 2011American Analytical Chemistry Laboratories Corporation (N/A)

Nov 2010 Pacifica Marine (N/A)

Nov 2010 Metoc (<£5.0)

Nov 2010 Profitech (<£8.0)

Jun 2010 Expertises Technologies & Services Analyses (~€5.0)

May 2010 Norca Ingenieria de Calidad(~€4.0)

Apr 2010 Ciba Expert Services (~£20.0)

Increasingly Aggressive Second Tier Corporates

Testing, Inspection and Certification Market & Trends

22

…but also increasing aggressiveness among the “second tier”, including many “institutional” players

9

3

10

7

16

6

20

24

7

14

3

12

9

13

5

21

9

20

37

21

2007-2010 2011-2014

Source: Capital IQ as of 9/30/2014.

# of Deals 2007-2010 and 2011-2014 Select Illustrative Transactions

(Rail)

Overview of Sale Process and Considerations

Summary of Liquidity AlternativesOverview of Sale

Process and Considerations

24

4 High 2 Medium 0 Low

Strategic

Alternatives

Provide

Shareholder

Liquidity

Maximize

Value

Future

Upside

Participation

Operating

Risk Comments

Sale to Financial Buyer 4 4 2 2

Would enable shareholders willing to roll over equity to share in future upside of the company

Financing markets are open, especially for strong companies Appropriate positioning of the company’s value-oriented business

model can lead to strategic multiples from financial buyers

Sale to Strategic Buyer 4 4 0 0

Likely the value-maximizing option Shareholders would capitalize on current lower capital gains tax rate

LeveragedRecapitalization 2 2 4 4

Enables shareholders to gain partial liquidity while continuing to grow the business

Increases the risk of the business and decreases financial flexibility to pursue acquisitions and capital projects

Initial Public Offering 2 2 2 2

Exposes industry-leading profit margins to customers and competitors

Uncertain market response due to lack of comparable-sized public companies

Small-cap stocks tend to trade thinly, leading to lower valuations

Shareholders often have several liquidity alternatives available:

Internal Preparation & Considerations Overview of Sale

Process and Considerations

25

Value A sale of controlling interest maximizes value relative to a partial sale of recapitalization

Buyer Type Financial buyers can pay a premium due to leverage capacity/availability

Strategic buyers could pay a premium due to synergies

Control Relinquishes control, although potential to “roll” equity

Risk of change of company culture

Business Plan Could result in significant changes to internal strategic initiatives

Buyers need to “buy into” a strong growth story

Timing

Consider whether to launch a process to take advantage of the current state of the business, existing growth opportunities and current market conditions

A typical sales process could run 6-9 months, with a potential need to call an “audible” for unexpected business or macro events

Shareholders and management teams should be cognizant of the preparations and considerations required in contemplating a potential sale, including but not limited to the following:

Considerations

Preparation

Organize Internal Documents Arrange Audited Financials Retain a Lawyer Consult Tax / Estate Advisor

Assemble Strong

Management Team

Develop Executive

Succession Plan

Execute Pre-Sale

Improvement Plan

Mitigate Employee, Litigation,

or Environmental Issues

External ConsiderationsOverview of Sale

Process and Considerations

26

Process Impact Commentary

EconomyDirect impact on buyers’ perception of Company’s and their own outlook

Positive outlook for U.S. and Asia with uncertainty surrounding Europe

Manufacturing expanding globally and consumer demand gaining strength

Capital

Markets

Availability of capital essential to financial buyers and can impact the aggressiveness of strategic buyers

Financing markets remain open and continue to improve

Total leverage levels are back to pre-recession levels

M&A

Markets

Appetite for deal activity an indicator of strategic movement into a sector and important for “me too” effect

Strategic buyer appetite strong especially for deals in the middle market ($500mm and below)

Private equity firms have returned as active buyers and are aggressively seeking opportunities to deploy capital

Favorable

Market

Dynamics

Exceptionally attractive industry positioned to benefit from increasing demand for power efficiency and eco-friendly solutions

Valuation reflects the considerable investor interest in the sector

Current demand for premium, high efficiency power solutions are driving premium valuations

In addition to the internal considerations, several external market conditions should be evaluated as the Company assesses the appropriate timing for a transaction

Types of Sale ProcessesOverview of Sale

Process and Considerations

27

Lower Higher

Negotiated Approach Targeted Auction Broad Auction

Key Factors for ConsiderationValuation

Closing ProbabilityConfidentiality Risks

Business Disruption RisksNegotiating Leverage / Competitive Process

One or a handful of buyers are prioritized according to their acquisition interest, and are

contacted one at a time, beginning with the most likely buyer

A limited group of the most likely buyers are contacted as a group; each is told the seller has

identified a select group of potential buyers

Indications of interest are solicited from a broad spectrum of potential buyers with the goal of creating a highly competitive auction

Advantages

Highest degree of confidentiality Best control over confidential information Can terminate the process most easily Best chance to minimize leaks to public

markets and business disruption Does not contaminate the market (esp. in

absence of a public announcement) for another transaction process at a later point

Advantages

Robust competition among buyers Greater control over information versus

a broad auction Some flexibility to postpone the process without

contaminating the market Provides option to sell while interest from

strategics is high May allow for a faster time schedule relative

to a broad auction

Advantages

Broad distribution and a competitive environment increase the likelihood that maximum value is realized – outlier is identified

The seller retains more control over the form of consideration to be received

Provides greatest insurance with respect to a Board’s fiduciary duties

Concerns

May not achieve maximum selling price Weakened negotiating position May take extended period of time Board does not get insurance of having

reached out to a broad audience

Concerns

May not achieve the absolute maximum selling price

Lower confidence regarding the fairness of valuation; but, “back-stop” protection with the ability of a third party to submit a higher bid after public announcement

More likely than the negotiated approach to have a breach of confidentiality

Concerns

Information is broadly distributed Greatest risk of public leak More difficult to unwind the process; risk

of contaminating the market Significant interaction between greater

number of buyers and the Company May be the longest duration of process

Maximizing value andcertainty of close

Minimizing potential leaksand business disruption

Illustrative Sale Process TimelineOverview of Sale

Process and Considerations

28

Initiation Phase

(Weeks: 1 – 4)

Evaluation/Preparation

(Weeks: 5 – 8)

Marketing & Valuation

(Weeks: 9 – 15)

Execution Phase

(Weeks: 16 – 24)

Due diligence process

Review shareholder objectives

Prepare summary information memorandum

Develop positioning strategy

Develop financial projections

Compile prospective buyer list

Begin organizing data room

Contact prospective buyers to execute CAs

Distribute information memoranda

Prepare management presentations

Finish compiling data room materials

Draft purchase agreement

Solicit initial indication of interest

Evaluate preliminary indications

Arrange and conduct management presentations

Provide data room access

Distribute draft Purchase Agreement and request buyer markup

Evaluate proposals

Select final candidate(s)

Facilitate requests for information and further buyer confirmatory due diligence

Negotiate and finalize terms of transaction

Complete documentation

Execute contract

Closing

Pre-Market

Preparation

Marketing

Phase I

Marketing

Phase II

Due Diligence &

Documentation

Appendices

AppendicesSupporting Schedules

6.9%5.5% 5.3% 5.0% 4.9% 4.6%

3.5% 3.0% 2.7% 1.8%

Median - 4.8%

0.0%1.0%2.0%3.0%4.0%5.0%6.0%7.0%8.0%

LTM Capex / Revenue

20.3%

16.0% 15.7% 15.2% 14.9% 13.9%

11.4% 11.2%5.7% 5.5%

Median - 14.4%

0%

5%

10%

15%

20%

25%

LTM EBIT Margin

22.1% 21.4% 21.4% 20.2% 19.0% 19.0% 17.5%16.6%

10.9% 10.1%

Median - 19.0%

0%

5%

10%

15%

20%

25%

LTM EBITDA Margin18.1%

13.1%

6.8%5.3% 4.6% 4.2%

2.9%0.4%

Median - 4.4%

0.0%

5.0%

10.0%

15.0%

20.0%1-Year Projected Revenue Growth

19.4%16.0%

12.1% 11.0%8.9%

2.8% 2.6%

Median - 5.8%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

2-Year Historical EBITDA Growth CAGR

21.6%19.5%

15.8%

11.7%10.2% 8.2% 7.9% 7.4%

6.9% 6.6%

Median - 9.2%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

2-Year Historical Revenue Growth CAGR

Source: Capital IQ and Bloomberg Consensus Estimates as of 9/30/2014.Note: All comparable companies on CYE with the exception of ALS (March 31 FYE), SAI Global (June 30 FYE), and Mistras (May 31 FYE).

Comparable Company Relative PerformanceSupporting Schedules

31

(5.8%) NMF

(1.4%)

(3.6%)

(1.0%)

26.3x 23.1x

20.6x 18.5x 17.2x 17.0x 14.2x 13.6x 12.1x 12.0x

Median - 17.1x

0.0x

6.0x

12.0x

18.0x

24.0x

30.0x

ERF SGS ITRK ASX:SAI APPLUS

Price / NFY + 1 Earnings12.1x

11.3x 10.9x 10.9x 10.2x

9.4x 8.8x

8.4x 8.1x 7.0x

Median - 9.8x

3.0x

5.0x

7.0x

9.0x

11.0x

13.0x

ERF BVI EXPO APPLUS ALS

EV / NFY + 1 EBITDA

30.6x

25.3x 25.3x 23.1x 22.7x

18.8x 18.6x

15.9x 14.8x 14.4x

Median - 20.8x

4.0x

9.0x

14.0x

19.0x

24.0x

29.0x

34.0x

ERF EXPO SGS BVI APPLUS

Price / NFY Earnings

14.3x

12.4x 12.0x 11.8x 11.3x 10.0x 9.7x

9.2x 8.9x 8.2x

Median - 10.7x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

ERF BVI EXPO APPLUS ASX:SAI

EY / NFY EBITDA

20.9% 20.2%

13.5% 12.8% 11.1%7.5%

7.2% 6.3% 6.1% 5.4%

Median - 9.3%

0%

5%

10%

15%

20%

25%

ERF MG EXPOAPPLUSLSE:EXO

BVI SGS ALSASX:SAI

ITRK

5yr EPS Growth Rate

16.7x

13.6x 12.9x 12.5x 12.2x 11.7x 11.2x

10.6x 10.1x 8.8x

Median - 11.9x

5.0x

7.0x

9.0x

11.0x

13.0x

15.0x

17.0x

19.0x

ERF SGS BVI EXPO ITRK MG ALS

EV / LTM EBITDA

Comparable Company Pricing ValuationsSupporting Schedules

32Source: Capital IQ and Bloomberg Consensus Estimates as of 9/30/2014.Note: All comparable companies on CYE with the exception of ALS (March 31 FYE), SAI Global (June 30 FYE), and Mistras (May 31 FYE).

AppendicesHoulihan Lokey Background

Houlihan Lokey – Full Service AdvisorHoulihan Lokey Background

34

Relevant Industry Specific

Knowledge

Comprehensive Offering of

Independent Advice

Fairness Opinions Solvency Opinions Valuation Opinions Tax & Financial Reporting Valuation Portfolio Valuation Investment Advisory Services Financial Consulting Transaction Advisory Services

Public and Private Equity Financings Initial Public Offerings Share Buybacks PIPE Financing High-Yield Bonds Investment-Grade Debt Leveraged Loans Dividend Recapitalizations Asset-Backed Financings

General Advisory Sellside M&A Buyside M&A Leveraged Transactions Takeover Defense Activist Shareholder Situations Secondary Advisory Corporate Alliance & JVs

No. 1 global M&A fairness opinion advisor over the past 10 years Perform over 1,000 valuation

engagements, on average, annually

Significant player in capital raising over the past 5 years

Los Angeles &Newport Beach

San Francisco

Minneapolis

New York

AtlantaDallas

Chicago

Washington D.C.

Paris

Frankfurt

London

BeijingTokyo

Hong Kong

Global Reach

Capital Markets Valuations/Opinions/Reporting

Energy and Oil & Gas

Engineering & Construction

Services (E&C)

Business Services

Aerospace,Defense &

Government Services

HealthcareServices

Plastics & Packaging

ChemicalsBuilding

Products

Testing, Inspection & Certification

Services

Industrial Technologies

Metals & Mining

Environmental Services

Mumbai

Singapore

#1 M&A advisor for U.S. transactions under $1.0 billion in

2013

M&A

Madrid Miami

Financial Restructuring

Chapter 11 Planning Restructuring Debt and Equity Debtor-in-Possession (“DIP”) Financing Exchange Offers Plans of Reorganization Distressed Mergers and Acquisitions

#1 ranked Global and U.S. investment banking restructuring

advisor in 2013

Recent Highlights and AccomplishmentsHoulihan Lokey Background

35

Num

ber

of

Deals

#1 M&A Advisor to the Middle Market Recognized Market Leader

114

8881

7568

Completed Transactions Under $1 Billion in 2013 Investment Banking Firm of the Year

Awarded by the M&A Advisor International Awards in September 2012

Investment Banking Firm of the Year

Financing Dealmaker of the Year

Awarded by the M&A Advisor Financing Awards in May 2011

2010 Mid-market Financial Advisor of the Year – United States

Awarded by Financial Times and Mergermarket on December 13, 2010

2010 Investment Bank of the Year –North America

Awarded by InterContinental Finance Magazine on September 20, 2010

Most Active Industrials Group Since 2010

2010 M&A Advisory Rankings All U.S. Industrial Transactions

Rank AdvisorNumber of Deals

1 Houlihan Lokey 182 Lazard 143 * Barclays Capital 123 * Lincoln International 123 * Goldman Sachs & Co 12

* denotes tie.

Source: Thomson Reuters

2011 M&A Advisory RankingsAll U.S. Industrial Transactions

Rank AdvisorNumber of Deals

1 Houlihan Lokey 222 Lincoln International 203 UBS 194 Lazard 185 Generational Equity 15

* denotes tie.

Source: Thomson Reuters

2012 M&A Advisory RankingsAll U.S. Industrial Transactions

Rank AdvisorNumber of Deals

1 Houlihan Lokey 382 Lincoln International 29

3 Goldman Sachs & Co 26

4 Corporate Finance Associates 21

5 Stout Risius Ross Inc 18

* denotes tie.

Source: Thomson Reuters

2013 M&A Advisory Rankings All U.S. Industrial Transactions

Rank AdvisorNumber of Deals

1 Houlihan Lokey 322 Lincoln International 27

3 Goldman Sachs & Co 26

4 Barclays 21

5 Lazard 20

* denotes tie.

Source: Thomson Reuters

Global Industrials TeamHoulihan Lokey Background

36

Houlihan Lokey’s Industrials practice is managed as a single, global business

With offices in Europe and in Asia, Houlihan Lokey has the global reach and local country presence to execute internationaltransactions

Bill PeluchiwskiCo-Head of Industrials Group

Matt BowersoxPlastics & Packaging

Steve HughesTransportation

James OwenEngineering & Construction Services

Graham SchindlerPlastics & Packaging

Mark SmithMetals

Mike Jenny

Chicago

Jim LavelleCo-Head of Industrials Group

Scott Sergeant Environmental Services

Tim SteffenBuilding Products

Aaron DannenbergCapital Markets

Michael Morabito

Michael Repka

New York

Stephen WinninghamCo-Head of Corporate Finance, Europe

Sam SenchalTesting, Inspection & Certification Services /

Engineering & Construction Services

Philip Wylie

Sascha Kroissenbrunner

London

Weimin Chen

Jeffrey Wilson

Hong Kong

Ryuta Fujino

Tokyo

Nicholas Zintl

Frankfurt

Rajiv Kochhar

India and Singapore

Ranon KentTesting, Inspection & Certification Services

/ Industrial Services

Scott KolbrennerEngineering & Construction Services

Ryan Jenson

Los Angeles

Cory DaugardCo-Head of Oil & Gas

Mark JohnsonOil & Gas

Dallas

Unmatched Testing, Inspection & Certification Services Expertise

Houlihan Lokey Background

37*Selected transactions were executed by Houlihan Lokey professionals while at other firms.

Project Impact

Sellside Advisor

Project Diamond

(Disclosure Pending)

Buyside Advisor

Project Bolt

Buyside Advisor

Project Wildcat

Sellside Advisor

Project Ethos

Sellside Advisor

Project Neo

Placement Agent

Project Pearl

Sellside Advisor

Ranon S. Kent

Mr. Kent is the head of Houlihan Lokey’s Testing, Inspection & Certification Services practice and is basedin the firm’s Los Angeles office.

During his career as an investment banker, he has advised many leading companies in all facets of theirbusiness, including M&A, debt and equity recapitalizations, and traditional debt, equity, and equity-linkedfinancings. Over the course of his tenure at the firm, he has been involved in a wide range of domestic andcross-border transactions across a variety of industries, including aerospace & defense, restaurants,industrials, and engineering & construction. He has extensive cross-border experience working with clientsin Europe, Asia, and Australia.

Before joining Houlihan Lokey, Mr. Kent worked in Bear Stearns & Co. Inc.’s Investment BankingDivision, where he focused on M&A, leveraged finance, and financing opportunities in the consumer,retail, restaurant, industrials, and technology industries. Previously, he was with CIBC World MarketsTechnology Investment Banking Group. Mr. Kent has been selected by Los Angeles Business Journal as oneof 2013’s Most Influential M&A Advisors.

Mr. Kent earned a B.A., magna cum laude, from Brandeis University and an MBA from the AndersonSchool at UCLA.

Houlihan Lokey Background

38