375 park associates llc - your growth partner

C O N F I D E N T I A L | www.375parkllc.com

YOUR GROWTH PARTNER©

© 375 Park Associates | www.375parkllc.com

This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.

Agenda

Who We Are

International Connections

What We Do

Value3 ©

Growth Opportunity Index ™ by Sector

Selected Mandates

Considerations & Deal Busters

Selected Success Stories

APAC Market Overview

Transaction Overview



Who We Are




Who We Are

375 Park Associates specializes in providing growthand financial advisory solutions to small- to mid-sizedmiddle market companies. Our partners and associateshave closed transactions in the U.S. and abroad rangingfrom USD 10 million to USD 150 million in value.

We are united by a strong set of ethical values, which weuse to deliver results for our stakeholders. Our teamincludes former associates, vice-presidents, andmanaging directors from top-tier investment banks andGlobal 100 companies.

375 Park Associates is headquartered in New York andhas offices in Hong Kong as well as affiliates in Asia,Canada, Europe, and the U.S.



What We Believe

We are united by a strong set of ethical values, whichguide our unwavering moral responsibility to ALWAYSDO RIGHT BY OUR CLIENTS, OUR TEAM, and OURCOMMUNITIES.

This commitment defines who we are:

PASSIONATE

CANDID

INTERNATIONAL

RESONSIBLE

STRONG MORAL COMPASS



Our Senior Team

Alberto PagliariniAdvisor

MD Gemini Capital

ex-Daiwa Capital Markets, HongKong; Barclays, London; MorganStanley, New York & Hong Kong;Bain; McKinsey & Co

MsC Mechanical Engineering -Politecnico di Milano

MBA Finance & Accounting – NYUStern

Roberto SalisRegional Director

ex-Buderus (Robert BoschTermotechnik Division), SpA,Bticino, Italy, SchlumbergerIndustries SpA, Italy and UK

MsC Mechanical Engineering –Politecnico di Milano

BsC Agriculture, Viticulture, andEnology - Università degli Studi diMilano

Eric A.M. DennisManaging Director

Managing Director – AB Phoenix LLC

ex-Jefferson Funding, State StreetBank N.A., ManufacturersHannover, New York; Bank of NewEngland, Boston

School of Engineering – BostonUniversity

Aeronautical Engineering– EmbryRiddle University

Gregory M. ThomasDirector of Operations

Council Member – Gerson LehrmanGroup

ex-IMC, Hong Kong; FoundationConsulting, Hong Kong; Nextel,White Plains; McDonald’s, Boston;IKON

MBA - Edinburgh Business School atHeriot Watt University

BsC Communications – AlmedaUniversity

Reuben L. SushmanManaging Director

President – Macduff Advisors LLC

ex-Empire Futures, Citigroup,Morgan Stanley, Pinnacle AssetManagement, New York; Adjunctprofessor of finance - Frank G. ZarbSchool of Business, Hofstra University

MBA Finance – NYU Stern

BA Business Administration - RutgersUniversity




Our international connections can help youreach new customers or access lower cost ofcapital. Connections include:

Private Banks

Advisors & Family Offices

Regional Investment Banks

Commercial Banks

Private Equity & Hedge Funds

Industry Players



Selected International Connectionsfor indicative purposes only

Private Banks Advisors & Family Offices Regional Investment Banks

Commercial Banks Private Equity & Hedge Funds Industry Players

DNY TRUST



What We Do




What We Do

Energy Healthcare Luxury & Lifestyle Water & Waste

Due Diligence International Expansion Joint Ventures Leveraged Buyouts Licensing M&A & Liquidity Events Strategy &

Implementation

Services for securities transactions are provided independently through FINRA/SIPC registered broker dealers.

Asset & Liability Solutions Direct Investments Distressed & Illiquid

Credit Financial Engineering PIPE Financing Receivables Finance Securitization Structured Finance

Advisory

Operating Business REV US $ 20 M ~ $ 200 M EBITDA ~ 5% Potential for

EXPONENTIAL Growth Mandate US $ 10 M ~

$ 150 M

We assist growth companies to

transform large, old-school industries by

improving their access to customers

and capital.

Access to CUSTOMERS in Asia-

Pacific

Access to CAPITAL from Asia-Pacific



Competitive Advantage

Quality

•Endeavor to provide WORLD CLASS advice & support.

•unwavering moral responsibility to ALWAYS DO RIGHT BY OUR CLIENTS, OUR TEAM, and OUR COMMUNITIES.

Innovation

•Offer our clients the insights they need to realize EXPONENTIAL growth.

•Develop & implement NEW PRODUCTS & PROCESSES.

Efficiency

•Focus on AGILITY and SOLUTIONS.

•Deliver VALUE at every step.

Responsiveness

•Small number of clientele allows for MORE FOCUSES CUSTOMER SERVICE.

•Every engagement is led by an EXPERIENCED PARTNER.



Value3 ©




VALUE3 ©

Preliminary Due Diligence1

Market Survey 2

Expression of Interest3

WE KNOW THE MARKETS WE SERVE –specifically cross-border M&A in APAC;

WE KNOW WHAT BUYERS ARE LOOKINGFOR;

We believe creating a market for yourcompany is the BEST WAY TO INCREASEITS VALUE;

Every engagement is LED BY ANEXPERIENCED PARTNER.

Give us 3 MONTHS and we will introduce you to INTERESTED PARTY(S).



Growth Opportunity Index™




Energy



4.03.3

3.5

4.0

3.2

3.8

3.2

3.2

3.8

3.6

4.0

4.3

4.1

3.8

Batteries

Analytics

IT Security

SAPS

Transmission/Transportation

Efficiency/IoT

Location Aware Technology

Sensor Technology

In Memory Computing

Advanced Metering

Water Evaportation & Humidity

Power

Energy Recycling

Photovoltaic-Piezoelectric Fibers

Asset Performance Management

$14.57

$1.26

$13.30

$8.60

$0

$40

$80

$120

$160

2011 2012 2013 2014

Billions

Total

Mid Market

Growth Opportunity Index ™ 1 : APAC Market

M&A Activity 2011 ~ 2014 3

Energy

1: Growth Opportunity Index : Proprietary measurement of mid-market growth potential based on market, technology, and other factors.

2: Sources: Accenture and IEA

3: Sources: Dealogic and William Blair

Common Cross Border Motivations

Volume Extension

Regional Extension

Product Extension

Capability Extension

Forward Extension

Backward Extension

Business Extension

Deal Activity Deal Value



Healthcare



3.5

3.7

3.9

4.3

3.9

4.1

3.8

3.6

3.7

4.0

3.6

3.8

3.5

3.8

3.7

Personalized Healthcare

Analytics

Connected Health

Diagnostics

Specialized Devices

Specialized Pharma

Generics

BiosimilarsMedical Records Management

Manufacturing Equipment

Inventory Management

Robotics

DNA Storage

Nutrition

Traceability & Safety

$38.09

$3.36

$30.71

$28.41

$0

$50

$100

$150

$200

$250

2011 2012 2013 2014

Billion

s Total

Mid Market


M&A Activity 2011 ~ 2014 3

Healthcare


2: Sources: AT Kearny, Deloitte, McKinsey, National University of Singapore, and World Health Organization

3: Sources: Dealogic and William Blair


Volume Extension

Regional Extension

Product Extension


Forward Extension

Backward Extension

Business Extension




Luxury & Lifestyle



4.24.3

3.7

2.9

3.9

4.0

4.5

3.53.34.1

3.2

4.0

4.3

3.0

3.6

Food & Beverage

Yachting

Cycling

Aviation

Beauty & Fragrance

Travel

Footwear

FashionToys & Electronics

Leather Goods & Accessories

Home & Furniture

Baby

Watches & Jewelry

Superbikes

Sports & Leisure


M&A Activity 2011 ~ 2014 3

Luxury & Lifestyle


2: Sources: Accenture, Boston Consulting Group, ECR, Gereje, and Horwath HTL

3: Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis


Volume Extension

Regional Extension

Product Extension


Forward Extension

Backward Extension

Business Extension


$16

$2 $21

$15

$0

$40

$80

$120

2011 2012 2013 2014

Billion

s

Total

Mid Market



Waste & Water



4.1

3.2

4.3

3.9

4.4

4.5

3.64.4

4.2

3.6

4.2

4.0

4.3

4.3

4.0

Reuse Technologies

Brine Treatment Technologies

Storm Water Management

Nutrient Recovery & Removal

Analytics

Energy Recovery

Sensors & Containment

Physical Treatment TechnologiesBiotics

Location Specific Filtration

Bio Waste Conversion

Asset Management

Sludge Treatment

E-Seperation

High Recovery Processing


M&A Activity 2011 ~ 2014 3

Water & Waste


2: Sources: Asian Development Bank, BlueTech Research, WEPA

3: Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis


Volume Extension

Regional Extension

Product Extension


Forward Extension

Backward Extension

Business Extension


$16

$2 $21

$15

$0

$40

$80

$120

2011 2012 2013 2014

Billion

s

Total

Mid Market



Selected Mandates




162-Slate (Sell Side Opportunity)

Summary Financial Information

For Fiscal Year Ending 30 September (in USD Million)

Historical Estimated Projected

2011 2012 2013 2014 2015 2016 2017 2018 2019

Net Operating Revenues 80.1 91.7 92.8 92.5 96.1 105.5 119.4 126.1 131.3

Total Operating Expense 83.3 88.9 87.5 87.3 87.0 92.2 99.9 103.9 107.0

Expense Cuts - Feb 2015 0.0 0.0 0.0 0.0 4.4 4.4 4.4 4.4 4.4

(3.2) 2.8 5.3 5.2 13.5 17.7 23.9 26.6 28.7

Total Operating Revenue Growth 14.5% 1.2% -0.3% 3.9% 9.8% 13.2% 5.6% 4.1%

Adjusted EBITDA Margin -4.0% 3.1% 5.7% 5.6% 14.0% 16.8% 20.0% 21.1% 21.9%

Adjusted EBITDA

OPPORTUNITY

Privately held, U.S.-based group, headquartered in Kansas City, Mo., available for BUYOUT.

Operating 11 CAHs in 5 states (Kansas, Missouri, North Carolina, Oklahoma, and Tennessee)

Certified to receive cost-based reimbursements from U.S Government through MEDICAREand other programs - ROUGHLY 78% OF ALL PATIENTS.

Operations Management Team has > 140 YEARS EXPERIENCE in the healthcare industry,including OPERATING CAHs & HOSPITAL EXPANSION.

OPERATIONS MANAGEMENT

Specializes in the operation and new service development for inpatient and outpatient CAHand small rural PPS hospitals. The team has provided consulting, development, andmanagement services to more than 800 hospitals throughout the United States including 150CAHs.

Chairman

Attorney and CPA with over 35 years in the health care industry; he also has an MBAdegree from the University of Michigan.

President

Over 40 years of health care experience in a wide range of capacities and has a Master’sDegree in Hospital and Health Care Administration from Virginia CommonwealthUniversity/Medical College of Virginia and a Bachelor's Degree from the University ofMaryland.

• Chief Executive Officer

Over 30-years of hospital experience and specializes in starting new services to offsetfalling revenues experienced from declines in utilization. During his career, Mr. Arthur hashelped to raise nearly $1 billion in rural, non-profit hospital financings.

FOOTPRINT CAHs EXPLAINED

Eligible for COST-BASED REIMBURSEMENT from theU.S. Government through Medicare. This is calculated ascosts plus 1%.

Importantly CAPITAL IMPROVEMENT EXPENSES areincluded in allowable expenses for determining Medicarereimbursement.

CAHs also have access to additional FEDERAL ANDSTATE GRANT MONEY.

TO QUALIFY AS A CAH, the hospital must:

Be currently participating in Medicare as a ruralpublic hospital (non-profit or for-profit)

Be licensed by the state as a CAH

Maintain no more than 25 inpatient beds

Provide 24-hour emergency care services sevendays a week.



174-Blackbird (JV Opportunity)

BUSINESS OPPORTUNITY

More than 15 MILLION Laparoscopic Surgeries performedGlobally

Over 9 MILLION of these use VERESS NEEDLES

10% year-on-year growth

Distributor friendly single use device.

PARTNER CRITERIA

ESTABLISHED surgical device distributor or manufacturer with distribution capabilities

Recognized LEADER in the segments/geographies

EXISTING Laparoscopic surgical device division

AGGRESSIVE Go-to-Market Plan

3

8

13

18

23

2014 2015 2016 2017 2018 2019 2020

Millions

Procedures using Veress Needles will

Grow to > 15 Million by 2020

Open Technique

Closed Technique

CLINICAL PROBLEM

Initial Access using a Veress needle has not changed in 30 years

Complications rates are frequent and very expensive

Time to insufflation!

SOLUTION

New & significant competitive advantage.

Designed to address shortcomings in Laparoscopic surgery access.

Single Surgical Operator use

Improved insufflation rates

Minimizes need for trocar incisions

Reduces risk of injury to vital organs

SHORTER RECOVERY TIME. LOWER COMPLICATION RATES. IMPROVED PATIENT SAFETY.

REDUCED operating theater budgets

INITIAL DEVICE CLIENT BACKGROUND

Develop, patent, and manufacture PROPRIETARY medicaldevices.

Patents approved or pending in Australia, Europe, Japan,South Korea, United Kingdom, and United States.

3 INITIAL PLATFORMS, each leveraging the coretechnology.

Class 1 - LARGET MARKET segment – HIGH VOLUMEprocedures.

Leadership includes ex-Medtronic GLOBAL SENIORMANAGER, seasoned international team, and topclinicians and researchers.

Advisors include Grant Thornton and KPMG among others.

PLATFORMS



Considerations & Deal Busters




Key Considerations

Business Rationale•Compelling Strategic Rationale

•Create or Consolidate Market Leadership Positions

•Essential New Technologies, Markets, or Products

Financial Considerations•Transaction Multiples Compared to Listed Companies and Precedent Transactions

•Effect on Margins

•Revenue and Cost Synergies

•EPS Creation/Dilution

Market Reaction•Market Perception of Target Company, JV Partner, or Transaction in General

•Consistent, Simple to Understand Story

•Financial Parameter Clarity

•Price Paid / Consideration Mix

Execution Risk•Time to Close

•Anti-Trust / Regulatory Issues

•Tight Contract Terms

•Integration Strategy



Failure to identify and perform due diligence early in the process, especially to ensure compliance togovernmental and quasi-governmental bodies, anti-trust authorities, and sector specific regulations. Properdue diligence should also identify potential regulatory changes that could effect the post-transactionenvironment.

BEWARE: Deal Busters

Due Diligence

Stakeholder Engagement

Deal Structure

Contractual Provisions

Failure to engage stakeholders at all levels including key government agencies, anti-trust and regulatoryauthorities, value chain counterparties, media, and employee groups. A plan for engagement should beimplemented early to ensure a broad base of support.

Any final deal should factor in the costs associated to addressing risks or underperformance. Commonapproaches are ‘fix it first’, ‘take or pay’, and ‘reverse auctions’ to ensure buyer and seller agree on the post-transaction landscape. Depending on the specifics, alternative structure be employed to allow a route tomarket.

Ensure buyers and sellers are fully incentivized to complete the transaction while allowing for unintendedoutcomes such as anti-trust or regulatory risk. Material break fees should be within relevant legal restrictions.



Success Stories




US $78 Mn Structured Finance Solution for Importer/Distributor

Challenge

BevCo is a federally licensed and bonded importer and distributor of spiritsin the United States. The company was running short of cash due toworking capital pressures including the high cost of licensing and inventory.

We were asked to assist BevCo in restructuring their finances, whichincluded securing access to short-term financing, a line of credit andpurchase order financing.

Approach

Following exhaustive due diligence and restructuring, we brokered financingbased on BevCo’s short-term receivables at a competitive cost.

Deal Sourcing Closing

Deal PackagingCredit

Enhancement

Financial Controls

Deal Strategy

Internal Audit

.

Due Diligence

Results

We closed US $78Mn in short-term, purchase order finance. Thefinancing not only improved the BevCo’s cash position but allowed themto grow in a ultra-competitive market.

Following the initial financing, Mr. Sushman stayed on in a contract CFOposition, closing an additional capital raise through private investors.

US $78 Mn

Additional Capital Raise Through Private Investors

Reuben L. SushmanManaging Director



Restructuring for Hyper-Growth

Challenge

A leader in the design and manufacture of the highest-quality ‘TechnicalJewelry’; SilverCo was going through a period of rapid growth in whichrevenues had increased by more than 1,300% in just over three years.

Despite the company’s success, a convoluted shareholding structure wassyphoning profits and the management team was struggling to lead the fast-growing organization. As such, ownership engaged us to transformshareholding structure whilst providing management the tools needed tolead the company forward.

Approach

The change program included a new shareholding structure as well as a newmanagement system.

Results

Operational efficiency improved allowing the client to implement severalnew initiatives in quick succession. All of which allowed output to soaralmost fourteen-fold while maintaining the same headcount.

Furthermore, rebalancing the shareholding structure allowed the client toincrease EBITDA by almost 50% in the first year alone.

Gregory M. ThomasOperations Director

1

3

9

13

Pre-Project Project Period Year 1 Year 2

Output per Month (Indexed)

Headcount

Output permonth

1

1.491.54

1.69

Year 1 Year 2 Year 3 Year 4

Revenue and EBITDA (Indexed)

EBITDA

Sales



Accelerated Acquisition Achieves $ 10 Million in Synergies

Challenge

Headquartered in the United States, ChemicalCo is a privately-helddistribution and manufacturing company.

We were brought on to lead the Southeast-Asian integration of ChemicalCo’sfirst major global acquisition which would include re-engineering sales,marketing, purchasing, supply chain, R&D, finance, and HR to achievepromised synergies on time and under budget.

This would include preparing the management of ChemcialCo for the mergerand overseeing pre- and post-integration processes.

Approach

With the support ChemicalCo’s regional and global management, weimplemented solutions to ensure SUCCESS.

Results

ChemicalCo achieved multiple benefits from the acquisition includingimproved EBITDA from synergies realized through the merger, improvedEBITDA independent of the merger, and a one-time improvement inWORKING CAPITAL requirements.




Covering all Major Economies in a Dynamic Region

Challenge

SafeCo is a global engineering-design and manufacturing company thatmarkets material handling equipment for industrial applications through itssales offices and distributors in Asia-Pacific, Europe, and the US. However,after 4 years of operation in the Asia-Pacific region, sales performancetrailed other regions.

We were asked to help define the sales process (both direct sales andthrough agents), identify and perform due diligence on prospective agents,develop the resources required to support the process, and assist in buildingthe sales network.

Approach

After analyzing the SafeCo’s product, VALUE PROPOSITION, and market

opportunity, a GO-to-MARKET strategy was designed and implemented

across Asia-Pacific.

Results

After six months, SafeCo’s sales network includes all major economies inthe Asia-Pacific Region and is poised for broader growth as agents buildawareness. During the project period monthly sales records were brokentwice in six months.


M1 M2 M3 M4 M5 M6

APAC Sales vs. Previous Average (indexed)

Sales

Previous Average



APAC Market Overview




3 Billion Middle Class Consumers by 2030

North America, 7%

Europe, 14%

Central and South America, 6%

Asia Pacific, 66%

Sub-Saharan Africa, 2%

Middle East and North Africa, 5%



Your Customers

Ab

ilit

y t

o B

uy

Aff

ord

ability &

Availability

Source: McKinsey Insight Expressed Needs

Home Remedies

Ethnic Snacks

Baby Care Products

Low Cost Autos

Appliances

Beer

Motorcycles

Personal Banking

Mobile Internet

High-end ConsumerElectronics

Premium Autos

Premium Cosmetics

Local Global

Lo

wH

igh

DesignerFashion

Luxury Autos

Housing

Higher Education

Fast Fashion



Real GDP Growth GDP Growth Forecast

Engine for Growth



North Asia

Inbound: Chinese investors lead the charge into Europe with investors from Australia,Japan, Hong Kong, India, Singapore, and Malaysia showing interested as well

Outbound: European companies continue to escape low growth in their homemarkets, with Asia-Pacific & North American being the most popular destinations.

Global Cross Border Activity

Europe

Inbound +69%

Outbound +190%

Inbound: U.S. remains extremely popular with international investors. Private equityMBOs in 2014 reached its highest level since 2007.

Outbound: Inversion transactions were particularly popular in 2014, especially inHEALTHCARE.

North America

Inbound +192%

Outbound +55%

Inbound: Asia-Pacific continues to be in focus as currency devaluation, lowercommodity prices, and ASEAN integration rationalize valuations.

Outbound: Outbound activity continues to rise with North America and Europe withmore Chinese firms seeking to establish joint ventures with established players.

Asia-Pacific

Inbound +18%

Outbound +14%

Source: Clifford Chance



Strong Demand for N.A. in APAC

North Asia

2014 - $ 24.3 B

2014 - $ 79.1 B

Source: Dealogic & William Blair – 2014 Cross Border M&A Flows

799

1,0231,049

853

656 646

2009 2010 2011 2012 2013 2014

Outbound Deals

527

599

631

553

444 446

2009 2010 2011 2012 2013 2014

Inbound Deals

Top APAC Targets

2013 2014

Australia 8.8% 9.3%

India 7.5% 6.7%

China 5.8% 3.3%

Top APAC Acquirers

2013 2014

China 7.7% 12.1%

Japan 12.6% 11.7%

Australia 9.7% 9.2%

South Korea 5.0% 4.7%

Hong Kong 4.3% 3.6%



Strong Demand for Europe in APAC

North Asia

2014 - $ 39.8B

2014 - $ 43.3

Source: Dealogic & William Blair – 2014 Cross Border M&A Flows

613

689

725

607

494501

2009 2010 2011 2012 2013 2014

Outbound Deals

512

610

636

591

542

520

2009 2010 2011 2012 2013 2014

Inbound Deals

Top APAC Acquirers

2013 2014

China 8.5% 8.7%

Australia 5.4% 6.3%

Japan 8.9% 6.0%

Hong Kong 3.5% 3.3%

India 2.0% 2.5%

Singapore 4.1% 2.5%

Malaysia 1.1% 2.3%

Top APAC Targets

2013 2014

Australia 8.5% 7.2%

India 8.9% 7.0%

South Korea 1.4% 3.0%

Singapore 2.4% 3.0%



WATER & WASTE technologies will continue to be in high demand.

Private equity will remain key partner.

Dip in commodity export volumes could push the economy into recession.

Mid-market firms will increase efforts to expand into Asia.

Australia & New Zealand could seek to mediate maritime issues.

AustralasiaAustralia, New Zealand, and Pacific Islands

Source: MergermarketSource: Mergermarket

Outlook

Sound fiscal environment continues to support M&A activity.

Solid demand in WATER & WASTE.

Private equity continues to an active player.

HighlightsWater & Waste

Healthcare

Energy

Luxury & Lifestyle

Australasia Heat Map by

Sector

5 4 4 6 7 6 4 3

31

55 3

98

3

47

7

98

1013

10

107

13

12

9

149

6

Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14

Mid-Market Deal Volumes by SectorEnergy Healthcare Luxury & Lifestyle Water & Waste



Strong investor confidence in Europe and North America.


Plenty of growth opportunity for ENERGY, LUXURY & LIFESTYLE, and HEALTHCARE over the next 12 months.

Capital market restructuring could impact some deals.

Continued preference for joint venture & technology licensing over buyout.

Greater ChinaChina, Hong Kong SAR, Macau SAR, Taiwan


Outlook

> 1bn total consumers.

>17% of all deals globally were in Greater China in ’14.

OUTBOUND investment continues to grow.

Deals > USD 117.9bn in ‘14, 59% over ‘13.

Demographics & urbanization drive deals in all sectors

Highlights

Water & Waste

Energy

Luxury & Lifestyle

Healthcare

Greater China Heat Map by

Sector

7 14 14 22 20 22 26 251824 21

22 2329 27

43

3

10 8

16 11

21 13

12

40

6260

74

60

6486

87

Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14




Japanese firms continue to be STRATEGIC BUYERS as outbound investment grows.

Mid-market firms to continue their push into Southeast Asia, via joint ventures and distribution agreements.

Cautious optimism that ‘Abenomics’ will restore growth domestically.

Aging population creates challenges and opportunities.

Japan


Outlook

Trade sales present biggest opportunity.

OUTBOUND investment continues togrows as mid-market firms seek toexpand with Southeast Asia being themost popular destination.

Aging population will increase demand for healthcare solutions.


Healthcare

Luxury & Lifestyle

Energy

Japan Heat Map by Sector

74

2 24 5

3 3

3

34 3

5 3 75

48

38

2 3

7

4

1819

9

13

913

6

8

Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14




Increased buy-side interest will push deal values higher.


LUXURY & LIFESTYLE deals could increase over the next 12 months.

Pace of regulatory reform could delay some deals.

Compulsory licensing continues to impact HEALTHCAREsector.

South AsiaBangladesh, India & Sri Lanka

> 1bn total consumers.

Average deal value > 58% in 2014.

Falling prices a big positive for import-driven ENERGY sector.

Regulatory reform could OPEN UP the market.

Strong demand in WASTE & WATERsector.

Highlights


Outlook

Water & Waste

Healthcare

Energy

Luxury & Lifestyle

South Asia Heat Map by Sector

3 2 3 31 2 2 1

76

6

12

44

6

3

2

5

3

2

16 2112

6

1015

14

16

Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14




Indonesia, the Philippines, and Vietnam will become the engine of growth in the region.

Uncertainty will effect confidence in Thailand, but Thai companies are quickly expanding outside their home market.

Myanmar will come into focus is there is a smooth transition of power after elections in late-2015.

WATER & WASTE and ENERGY technologies will continue to be in high demand.

Southeast AsiaBrunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand


Outlook

> 600mn total consumers.

WATER & WASTE and ENERGY remain most active sectors.

>80% of deals are with industry players.

Singapore remains home to most joint ventures.

Growth opportunity in Indonesia, the Philippines, Thailand & Vietnam


Energy

Healthcare

Luxury & Lifestyle

Southeast Asia Heat Map by

Sector

10 9 97

12 13 12 11

1 24

4

12

22

48

12

8 4 7 8

11

18

1514

8 11

1612

Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14




Transaction Overview




Typical Timing of an M&A Transactionfor indicative purposes only, actual timing may vary

Negotiations and Closing

Negotiate and sign definitive agreement

Closing

Preliminary Due Diligence

Market Survey & Expression(s) of

Interest

Preparation of Management Presentation

Initiate Contact with Buyers

Activity

Due Diligence Meetings

Information Memorandum

Finalize buyer list

Deliver Information Memorandum

Finalize Management Presentation and Data Room

Buyer due diligence

Receipt and review of final proposals

Organizational meetings

Action

Weeks

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

Non-Binding Letter of Interest



Detailed Process Map

1. Scoping

Establish Client’s Investment Criteria

Establish Deal Parameters

Preliminary Due Diligence

2. Create Acquisition Model

Valuation Modeling

Transaction Structure

Teaser

Information Memorandum

3. Search

Market Survey

Long List

Management Presentation

4. Initial Research

Attorney & IB Network

Media & Reputational Search

5. Solicitation

Initial Contact

Follow Up

Revised Long List

6. Information Submission

Set up Data Room

Due Diligence Requirements

7. Due Diligence

Financial Due Diligence

Investigative Due Diligence

Operational Due Diligence

8. Candidate Review & Grading

Review Results

Grade Candidates

9. Desirability & Valuation

Confirm Against Agreed Criteria

Confirm Valuation

10.. Review

Prepare Analytical Summaries

Agree on Short List

11. Offer

Prepare & Present Offers

12. Simultaneous Negotiation

Negotiations with Multiple Candidates

13. Evaluate Acquisition Terms

Review Term Sheets & Pick Best Offer

14. Recommendation to Client

Best Offer(s) & Reasons Why

15. Final Negotiations

Finalize Purchase and Sale Contract

16. Final Due Diligence

Final DD of Remaining Candidates(s)

Confirm Results of Previous Due Diligence

Could Impact Closing

17. Close Transaction

THANK YOU

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DISCLAIMER

This presentation has been prepared by 375 Park Associates (“375 Park”) for the exclusive use of recipient (together with itssubsidiaries and affiliates, the “company”) using information provided by the company and other publicly available information.375 Park has not independently verified the information contained herein, nor does 375 Park make any representation orwarranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in thispresentation. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense,net income and stock performance) are based upon the best judgment of 375 Park from the information provided by thecompany and other publicly available information as of the date of this presentation. There is no guarantee that any of theseestimates or projections will be achieved. Actual results will vary from the projections and such variations may be material.Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. 375 Park expresslydisclaims any and all liability relating or resulting from the use of this presentation.

This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer tobuy or sell any securities or related financial instruments. The company should not construe the contents of this presentationas legal, tax, accounting or investment advice or a recommendation. The company should consult its own counsel, tax andfinancial advisors as to legal and related matters concerning any transaction described herein. This presentation does notpurport to be all-inclusive or to contain all of the information which the company may require. No investment, divestment orother financial decisions or actions should be based solely on the information in this presentation.

This presentation has been prepared on a confidential basis solely for the use and benefit of the company; provided that thecompany and any of its employees, representatives, or other agents may disclose to any and all persons, without limitation ofany kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other taxanalyses) that are provided to the company relating to such tax treatment and tax structure. Distribution of this presentationto any person other than the company and those persons retained to advise the company is unauthorized. This material mustnot be copied, reproduced, distributed or passed to others at any time without the prior written consent of 375 Park.

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