Princeton Office Presentation NOV15

Corporate Development International Limited
This report contains information that is confidential and proprietary to CDI Global B.V. and is solely for the use of CDI Global personnel. No part of it
may be used, circulated, quoted, or reproduced for distribution outside CDI Global B.V. If you are not the intended recipient of this report, you are
hereby notified that the use, circulation, quoting, or reproducing of this report is strictly prohibited and may be unlawful.
Strategic Growth and Corporate Development
Overview of CDI Global Resources and Capabilities
Pinceton, New Jersy, USA
CDI Global North America
This report contains information that is confidential and proprietary to CDI Global and is solely for the use of CDI Global personnel. No part of
it may be used, circulated, quoted, or reproduced for distribution outside CDI Global. If you are not the intended recipient of this report, you
are hereby notified that the use, circulation, quoting, or reproducing of this report is strictly prohibited and may be unlawful.
2015
CDI Global is the leading non-bank M&A advisor for middle-market transactions,
especially cross-border business combinations.

© Copyright 2009 CDI Global
About CDI Global
2
Our Distinction:
For 40 years, we have been helping clients get the “right” transactions
completed … including nearly 1,500 transactions covering more than
25 industries
Global Reach:
Over 50 offices in the major economic centers of the world
Capabilities:
Our partners and several hundred professionals have industry
knowledge, speak the languages and understand local business
practices and cultures, and have been senior executives within
industry, banking, and management consulting
Focus:
Middle market transactions, typically under $250 million in enterprise
value, but we have advised on deals as large as $2 billion
¤  Focus on strategic fit, industry dynamics and competitive
factors
¤  Highly experienced in cross-border transactions and complex
projects
¤  Skilled in addressing both the distinctive requirements of
strategic buyers and those of financial investors
Europe
Amsterdam, Brussels, Copenhagen,
Dusseldorf, Geneva, Ghent, Helsinki,
Kristiansand, London, Lugano, Madrid,
Milan, Oslo, Paris, Prague, Stockholm,
Vienna, Zurich
Central and
Eastern Europe
St. Petersburg, Moscow, Prague, Sofia,
Bucharest, Warsaw
North America
Boca Raton, Chicago, Mexico City,
Milwaukee, Monterrey (Mexico),
Philadelphia, Princeton (NJ), New York,
Toronto (Canada)
South America
Buenos Aires, Montevideo, Santiago, Sao
Paulo
India and
Middle East
Dubai, Istanbul, Mumbai, Pune, Tel Aviv
China Beijing, Hong Kong, Shanghai, Shenzhen
Japan and Korea Tokyo, Seoul
Southeast Asia Jakarta, Kuala Lumpur, Taiwan
Australia and
New Zealand
Adelaide, Auckland, Brisbane, Melbourne,
Sydney
CDI Global Profile Regions and Offices
2© Copyright 2016 CDI Global

CDI Global: A Strategic Growth Partner
3
¤  Results: Among the highest mid-market transaction
success rates on buy-side programs
¤  Experience: Partners are former senior executives
and M&A professionals with deep industry knowledge
and acquisition/divestiture experience
¤  Ethics and Objectivity: Confidentiality and no conflicts
of interest
¤  Resources: Superb international contact network and
resources tailored to local market requirements
¤  Approach: Proven methodology based on personal
contact and intermediation between buyers and
sellers
¤  Business Perspective: Focus on strategic fit and
industry dynamics (not funding transaction or
financial engineering)
¤  Niche Specialization: Highly skilled in cross-border
transactions and owner-founder businesses, and
difficult projects to be done in-house
¤  Scale: One firm worldwide with “global reach”
provides distinctive advantages for mid-market clients
3
Client
Divestiture?
Strategic
Alliance?
Acquisition?
Joint
Venture?

Scope of Industry Services
4
Mergers and
Acquisi/ons
Our team of experienced advisors has the capacity to identify, propose and execute cross-border
mergers and acquisitions. We supply critical business, financial and integration advice and services
to clients.
Outbound
Advisory
Since the current access to market could be too limited, companies need to expand abroad to grow
and create a sustainable business. CDI Global with its deep market knowledge and relationships is
uniquely positioned as the trusted guide and advisor to global players in this quest.
Inbound
Advisory
CDI Global can advise on the best model and targets to enter and become successful in the foreign, local
market
Technology
Licensing
Senior members of our team have signiﬁcant experience in the licensing and acquisi?on of technology and
IPR. We provide assistance to companies seeking commercial and developmental technologies and
strategies on the commercial terms of licensing.
Capital
Raising
CDI has unique experience of global capital markets and private capital. We assist businesses to
raise capital around the world through private placements to strategic as well as financial players.
Our strong relationships with large business groups, financial institutions and private equity is the
most cost-effective way to raise capital.

Key Areas of Expertise
5
¤  The creation of a realistic financial
model enables the derivation of a
fair value for a company.
¤  Focused analysis of the client’s
industrial sector efficiently identifies
the most suitable candidates based
on “strategic fit”.
¤  A thorough due diligence yields
maximum information and limits the
risk of the transaction for the client.
¤  Professional negotiations ensure
that the price and conditions are
maximized for the client.
Company
Search
Due Diligence
Negotiations
Valuation
Components of Successful Transaction

Transaction Process (Buy-Side)
66
¤  Definition or clarification
of acquisition strategy
¤  Definition of acquisition
profile
¤  Analysis of target market
¤  Industry research
¤  Prioritization of regions
and end markets
¤  Long-List and Short-List
of potential targets
¤  First confidential contact
with potential target
companies
¤  Feedback by interested
targets
¤  Target-tailored
presentations
¤  Signing of
Confidentiality
Agreement
¤  Request for information
¤  Analysis of information
¤  Short-List of potential
targets
¤  Indicative Valuation
¤  Preparation of a non-
binding offer
¤  Definition of negotiation-
and valuation-strategy
¤  Valuation of the company
or business
¤  Issue of a Non-Binding
Offer
¤  Preliminary Due
Diligence
¤  Issue of Letter of Intent
¤  Detailed Due Diligence
¤  Ongoing negotiations
¤  Final valuation and
transaction structuring
¤  Draft SPA
¤  Financing options
¤  Signing SPA
¤  Approvals/Closing
¤  Closing of transaction
Strategy Development
Contact
with Targets
Negotiations and
Structuring
Closing of Transaction
Preparation
Phase III
(6-8 weeks)
Phase II
(8-12 weeks)
Phase I
(2-4 weeks)
Execution Closing
Illustrative

Representative Search Team
7
CDI Global
Lead Partner
Senior Industry
Expert
Local PartnerNorth American Search Partners
Search Client
¥ Provide specialized expertise
on industry matters
¥ Help to identify and rank
targets
¥ Facilitate meetings/
introductions to targets
¥ Support due diligence and
negotiations process
¥ Participate in all search tasks (as assigned by country, region, or
industry sector)
¥ Conduct and/or evaluate pertinent research
¥ Initiate dialogue with assigned targets and gather proprietary
intelligence
¥ Help to develop and present client deliverables
¥ Coordinate selected aspects of due diligence and support
negotiations, as needed
¥ Communicate and liaise with
client on ongoing basis
¥ Participate in key meetings and
provide peer review for client
deliverables
¥ Help resolve issues that may
arise in conducting the search
assignment, as needed
¥ Plans and directs all aspects of the search engagement
¥ Coordinates and participates in meetings with target
companies
¥ Serves as primary client contact on search progress and
results
¥ Provide direction and guidance to CDI Global
¥ Help resolve issues and challenges that may arise
¥ Approve work plan and interim/final work products

Comparison of Distinctive Competencies
8
CDI Global Investment Bank
p  Geared for searches under $250 million in
enterprise value
p  Geared for searches over $250 million in
enterprise value
p  Highest success rates highest for medium-sized
to small transactions
p  High success rates for large transactions and
auctions but do not focus on middle market deals
p  Earns fees from company search and related
consulting services…our core business
p  Earns fees primarily from financing transactions
and from commercial lending and other offerings
p  Searches for strategic fit by leveraging deep
industry expertise and global networks
p  Searches for financial fit and current availability
through secondary research and solicitations
p  Successful transaction determined on the basis of
strategic fit and competitive perspectives
p  Completing the transaction from legal and
financing perspectives defines success
p  Maintains confidentiality of client and strategy until
end of target engagement process
p  May divulge client name immediately to get access
to sellers
p  Proprietary intelligence gathering by industry
knowledgeable and experienced partners
p  Client sales contacts are by senior partners but
frequently most work done by junior staff
p  Focus on getting the right deal into play with right
strategic target companies and getting to a close
at the right price
p  Focus on companies already for sale
p  Circulate information memoranda widely to
potential buyers
CDI Global is the leading non-bank M&A advisor for middle-market transactions, especially cross-border
business combinations. Completing successful business combinations is the sole focus of our firm.

CDI Global Resources and Capabilities
¤ CDI Global’s capabilities and significant experience encompass more than
twenty-five major industries
¤ CDI Global consulting partners are very experienced along the entire length of
the corporate development cycle from growth strategy clarification through
successful company search, due diligence and closing.
¤ Many of our partners have served as corporate development officers or as
senior business line executives, which makes us especially qualified to work
with strategic acquirers in creating and implementing growth investment
programs.
¤ Our experience includes international and domestic business combinations
(M&A and strategic partnering) as well as market assessments, acquisition
strategy development clarification, and decision support for growth and
diversification investments
99© Copyright 2016 CDI Global

Fee Structure: Basic Principles
1010
Retainer/Daily Fees
¤  We charge a flat fee for every man-day spent on the execution of our mandates. This
reflects the true time spent on a mandate and therefore represents a better value for our
clients. The client has a high degree of transparency. By request, we can also charge a
flat fee for individual phases or adequate monthly retainers.
Success Fee
¤  Depending on the total value of a transaction (defined as the monetary value of the
equity purchased and debt assumed by a purchaser), we charge either a minimum flat
fee (for smaller transactions) or a percentage of the total value of a transaction (for
larger transactions).
Expenses
¤  We charge our clients for all reasonable expenses incurred during the execution of our
mandates (especially all costs of travel, lodging and communications, data-base costs
and couriers). We invoice such expenses on a monthly basis to our clients.

CDI Global’s Industry Experience
PRINCETON OFFICE SECTOR SPECIALIZATIONS ARE HIGHLIGHTED IN RED
11
¤  Automation & Controls
¤  Automotive
¤  Building Products & Services
¤  Breweries
¤  Chemicals
¤  Consumer Products
¤  Business Services (i.e. Consulting)
¤  Electrical & Electronics
¤  Energy
¤  Environmental Control, Waste Management/Recycling
¤  Financial Services
¤  Food & Beverages
¤  Forest Products
¤  Healthcare
¤  Heavy Machinery
¤  Hotels
¤  Human Resources, Executive Search,
Temping, Contracting
¤  Industrial Engineering & Services
¤  ICT Hard- & Software, Solutions
¤  Internet (ASP, ISP, Software)
¤  Instrumentation
¤  Leisure
¤  Life Sciences
¤  Machine Tools
¤  Maintenance services
¤  Marketing & Communications, Direct
Marketing
¤  Material Handling
¤  Media
¤  Medical Services, equipment, devices
¤  Metals & Mining
¤  Moulds Engineering and Production
¤  Outplacement Services
¤  Packaging
¤  Injection & Blow Moulded Products
¤  Printing & Publishing
¤  Pulp and Paper
¤  Real Estate
¤  Retail
¤  Security & Smart Cards
¤  Telecommunications
¤  Tourism
¤  Trading & Distribution
¤  Transportation
¤  Wood Processing Machinery

Examples of Sub Sectors
Auto
Apparel
Footwear
Jewelry
Luxury Goods
Photographic Equipment
Personal care & Cosme/cs
Entertainment
Electronics – all kinds
FMCG
Food & Beverage
Alcohol & Tobacco
House & Garden
Household appliances & Furniture
Media
OTC Health
Pet
Professional Services – Medical, Legal, Financial, etc.
Restaurant & Food Service
Retail
Sport & Fitness
Tourism (i.e. Hotels, gaming, tour services, etc.)
Transporta/on (i.e. Avia/on)
Toy
12
CONSUMER PRODUCTS HEALTHCARE

Chad A. Wind

Chad Wind is a Partner with CDI
Global North America working through
the Chicago office. He has guided
transac/onal programs for a number
of leading Interna/onal companies.
His Sector experience includes Chemicals, Building Materials,
Capital Goods and Consumer Goods. Chad holds an M.B.A. in
Finance and Management from the Stern School of Business at
New York University, and B.A. degrees in Economics and
Philosophy from LafayePe College.
Chad has worked as a consultant focusing on corporate strategy
and corporate development programs for the last fiQeen years.
His clients range in size from Fortune 50 companies to regional
players. Prior to joining CDI, Chad was a Partner with Trinity
Associates, which defined and implemented programs for
clients to improve their compe??ve posi?on through structural
changes to their business porWolio. In this work, Chad led
ini?a?ves to iden?fy and complete aPrac?ve acquisi?ons, as
well as divest non-strategic posi?ons. He has also helped clients
develop crea?ve deal structures, such as joint ventures and
alliances. Chad has worked for clients in North America, Europe,
Asia Pacific and South America. Prior to joining Trinity, Chad
developed new business models with the IBM Consul?ng Group.
He started his career in sales and marke?ng with DuPont.
Chad may be reached via email at chad.wind.cdiglobal.com or
by phone at +1 (203) 992 1147.
13
John Morton
John Morton has been a member of CDI Global
Since 1999 based in Wilmington DE and
specializing in search assignments for clients
in the chemical and related process industries.
John is a graduate of the University of Virginia with a B.S.
degree in chemical engineering. He also holds an M.B.A. degree
from the University of Delaware.
John Morton has over 35 years experience in the chemical and
related industries. Industry experience includes specialty chemicals
for pulp and paper, electronics, food processing, pharmaceuticals and
water treatment as well as biocides, water soluble polymers,
surfactants, lubricants and functional fluids, coatings and additives.
Areas of expertise include strategy development and execution,
target assessments, mergers, acquisitions, divestitures and joint
ventures.
Prior to joining CDI Global, John worked for Hercules Incorporated in
various roles including engineering, sales, marketing, business
development, licensing, acquisitions and divestments.
He led financial and strategic planning for Hercules’ worldwide paper
chemicals business and managed Hercules’ investment in Devon-
Hercules, a manufacturer of process control equipment for the paper
industry. John also has five years experience in management
consulting, during which he led evaluation of business growth and
investment opportunities for specialty chemical and public utility
clients.

John may be reached via email at john.morton@cdiglobal.com or by phone
at +1 (302) 981 4928
PRINCETON OFFICE PARTNERS AND ASSOCIATES

1
4
Gilbert J. Carrara

Gilbert J. Carrara Jr., M.D. is a Senior Advisor to
CDI NA and will assist the Princeton Oﬃce Life
Science and Healthcare team on global life science
and healthcare issues.
His experience covers a broad spectrum of life sciences companies in
the pharmaceu?cal, biotechnology, consumer healthcare, and health
informa?on sectors as well as the large managed care
organiza?ons and major academic medical centers. Gil currently
works with boards of directors and senior leadership of
client organiza?ons in his role as the Partner-In-Charge of the Life
Science and Healthcare Prac?ce of BaPalia Winston Interna?onal.
Prior to joining BaPalia Winston, Gil worked at Nicholson
Interna?onal as the Managing Director of the North
American Healthcare Prac?ce. Before that, Gil was a Principal in the
Global Healthcare Prac?ce at Korn/Ferry Interna?onal .
Earlier in his career, Gil founded the Total Pediatric Extended Care
Center, New Jersey’s largest pediatric medical care center for
children with life threatening illnesses. Previously, he worked as an
associate medical director for a small interna?onal pharmaceu?cal
company working on projects in phases III, IIIb and IV.
Dr. Carrara is a member of the American Associa?on of
Pharmaceu?cal Physicians as well as numerous other business and
medical organiza?ons. He also serves on the Delaware Township
Board of Health as the past chairman.
Gil may be reached via email at gil.carrara@cdiglobal.com or by
phone at 1732 673 5087
Conrad A. Plimpton

Mr. Plimpton is a Partner of CDI Global, an
entrepreneur, academic and business angel.
Conrad Plimpton is the Founder of Plimpton &
Company and has been its Managing Director
since 1979.He also founded Frontenac Company.

Mr. Plimpton serves as the Chairman of the Inolex Chemical
Company. He is also the founding Chairman of Comar?s USA
and founding shareholder and director of Troy Chemical. He founded
NeuroHealth Founda?on in ZUG to sponsor MS Research. Chairman
of Cibola Technologies, Tucson Arizona.
Conrad served as the founded Chairman of the Board and Chief
Execu?ve Oﬃcer of Exide Electronics Group Inc. since 1982, now
Powerware Corpora?on and served as its Secretary from 1982 to
1991.

He was an Investment Banker of Kuhn Loeb & Co. He also served as
Consultant of McKinsey & Company and its Director since 1980.

Conrad is Director of Troy Corpora?on and has been Director of
MSDx, LLC since 2010.

Mr. Plimpton holds M.B.A. from University of Chicago in 1967,
Master of Science in Astrophysics from University of Chicago in 1966
and also holds B.A. from Harvard University in 1964
Conrad may be reached via email at conrad.plimpton.cdiglobal.com or by
phone at +1 520 270 3358

Jaap KeVng

Jaap Kenng is a New Jersey-based Partner
with CDI Global North America repor?ng into
the Chicago office. He holds an M.B.A. in
Finance from Boston University Graduate School of Management
and a B.A. from Amherst College.
Jaap has spent most of his career in a series of senior financial posi?ons,
most recently with Church & Dwight Co. Inc. and prior to that,
AlliedSignal. M&A experience gained in these corporate senngs ranges
from pilo?ng acquisi?on and joint venture opportuni?es to
development and analysis of ini?al concept, nego?a?ons, and due
diligence on through final approval and integra?on.
Jaap also has experience managing strategic planning processes,
including development of baseline strategic assessments, formula?on of
strategy, and obtaining support of strategic plans up through the Board
of Directors level. He has honed a good understanding of chemical
industry dynamics as a consequence of having spent his en?re career in
this industry.
He possesses an interna?onal perspec?ve and language fluency derived
from expatriate experience as CFO of Church & Dwight’s Brazilian
subsidiary underlain by a personal background as a first genera?on
American of Dutch descent.
Jaap may be reached at jaap.kenng@cdiglobal.com or at+1 (609) 651
6126
15
Alex Welch

Alex is a member of the CDI Global Princeton
office. He held senior line-management
posi?ons with Fortune 500 companies in the
United States and the Asia Pacific region.
He has lived in Indonesia, Hong Kong, Singapore, Korea, and Australia
managing business challenges, including:

•  Helping Procter & Gamble establish a dynamic business in China;
•  Leading Alcoa’s beverage can marke?ng programs to publicly-
acclaimed success in a rapidly expanding and thirsty Pacific Rim;
•  Successfully overcoming cultural barriers in Japan, the world’s
second largest toy market, when leading MaPel’s penetra?on with
the Barbie, Disney Pre-school and Hot Wheels brands.

Alex has hands-on experience in ini?a?ng acquisi?ons and dives?tures.
He has been part of large scale acquisi?ons on” both sides of the table”
He has seen successful mergers bring tremendous benefit to
shareholders and employees.

Alex also has lead sales teams, developed innova?ve, cross cultural
marke?ng plans and con?nuously measured results based on the
boPom line and customer sa?sfac?on.

Alex is fluent in Indonesian/Malaysian and has extensive language
training in Korean, French and Mandarin. He was educated at TuQs
University with aB.A. History & English on an Navy ROTC Scholarship
and served for 4 years with the USMC, transi?oning to private industry
as a Captain.

Alex may be reach at alex.welch@cdiglobal.com or at +1 609 933-9559.

Jon Plimpton

Jon Plimpton is a New Jersey-based Partner with
CDI Global North America. He holds an M.B.A.
from the University of Chicago and a B.A. from
Case Western Reserve University. Jon is a
specialist in the transporta/on and consumer goods industries.
Prior to joining CDI Global, Jon was the principal and founder of
Interna?onal Business Management, Inc. (IBMI). AQer successfully
leading IBMI from 1991 to 2000, he took a leave from IBMI to become
Director of Interna?onal for Church & Dwight Co.. He served in this
posi?on through 2005.
Before he founded IBMI in 1991, Jon served as Vice President of
Interna?onal at Prince Manufacturing, Inc., the tennis and leisure
products company. In 1987, he was one of six par?cipants in a
management-led buyout of Prince from Unilever. From that purchase
un?l the company's successful sale to Edizione Holdings of Italy (a
BenePon family investment vehicle) in December of 1990, he con?nued
to oversee interna?onal opera?ons of the company. Prior to joining
Prince, Jon spent two years as Director of Export Marke?ng for Penn
Athle?c, a division of GenCorp (General Tire)
Jon also spent 15 years in the transporta?on industry, working with Pan
American, Trans World Airlines, Braniff Interna?onal and Mexicana
Airlines, where he ul?mately served as Senior Manager for the United
States, Canada and the Pacific. He is fluent in Spanish and has a working
knowledge of both French and German. He also is serving and has served
on boards of companies and educa?onal ins?tu?ons.
Jon may be contacted at jon.plimpton@cdiglobal.com and at +609 466
6629
16
Jerry Owen
Jerry Owen is a Connec/cut based
Independent Contractor with CDI
Global North America repor/ng in to
the Chicago office. He holds a BA
from the University of Oxford (Physics)
and an MBA from University of Windsor,
Canada. He is an expert on the electronics and automo/ve
industries.

Jerry is the owner and founder of Intrix Americas LLC an interna?onal
business development consul?ng firm with a focus on projects in
La?n America and having offices in Brazil, Chile and Mexico. Since
1996 his primary experience includes market entry and exit
strategies, M&A and strategic alliances to and from La?n America in
the consumer goods, industrial, energy and aerospace sectors. Prior
to founding Intrix,

Jerry was the US managing partner in Intermatrix, a global consul?ng
firm and previously the head of strategy and development for Lex
Service Inc. based in New York where he led the acquisi?on of
businesses in electronics and automo?ve industries. Earlier
experience in the UK was with IBM and Plessey in the computer and
telecommunica?ons industries.

Jerry is a Bri?sh, US Permanent Resident with working knowledge of
French and German.

Jerry may be reached at jerry.owen@icdiglobal.comn.com and +1
203 698 4400.


CDI Global North America
353 Nassau Street
Princeton, NJ 08540 USA
View proﬁle of CDI associates for
individual contact details
www.cdiglobal.com
17

Princeton Office Presentation NOV15

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