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Electronic Manufacturing Services (EMS) NEWS Q2 2016 Executive summary of the EMS industry European EMS revenues in 2015 reached over 25bn and are expected to grow to almost 28bn by 2018. The resulting uncertainty following the recent Brexit vote could have a slightly negative effect on the European EMS industry in the short term. Analysts see large market potential in the industrial electronics segment and its numerous sub-segments as well as in medical technology, aviation, electro mobility and defence markets. The Internet of Things is also a major growth factor for the electronics and EMS sector. The industry is experiencing a high consolidation trend due to price pressure and slow economic growth. M&A activity in the EMS industry The number of corporate transactions in Q1 2016 increased compared with the same period in 2015, with more than half occurring within Europe. During this period Clearwater International advised the shareholders of Seidel on its sale to SVI Public Company Limited (see right). Valuation level of EMS players worldwide At the end of Q1 2016 multiples paid increased but the H1 2016 average ended slightly below the previous year's level. Small EMS companies showed a higher valuation level compared to medium sized and large EMS service providers. This development can be attributed to the niche focus of EMS companies combining the ‘high-mix/ low-volume’ trend of the last year. Transaction highlights SEIDEL Electronics Group is a leading international manufacturer and outsourcing partner for custom-made electronic and mechatronic solutions. As an integrated system service provider the group offers full range services from prototyping to series production for small and medium series with high complexity. With 700 employees the company generates revenues of 90m at its locations in Austria, Hungary, Slovakia and Slovenia. SVI Public Company Limited, headquartered in Thailand, is a provider of turnkey box-build assembly and electronic manufacturing services for original equipment manufacturers and design houses. The stock-listed company operates in Thailand, Hong Kong, Cambodia, Scandinavia and the United States. In 2014 SVI Public Company Limited generated revenues of 230m with 2,400 employees. The transaction represents a clear win-win situation for SEIDEL and SVI. While the integration of SEIDEL in the global SVI group offers attractive international growth opportunities, it allows SVI to expand its manufacturing footprint to Europe, where the group is already generating more than 80% of its revenues. Clearwater International, led by Partner Markus Otto, advised SEIDEL Holding. Clearwater International acted as sole financial adviser to SEIDEL Holding GmbH on the sale of 100% of the share capital of SEIDEL Electronics Group to SVI Public Company Limited. Manufacturer of electronic and mechatronic solutions Clearwater International advised SEIDEL Holding on the sale of SEIDEL Electronics Group to SVI Public Company Limited SEIDEL HOLDING Introduction

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Electronic Manufacturing

Services (EMS)

NEWS

Q2 2016

Executive summary of the EMS industry

European EMS revenues in 2015 reached over €25bn

and are expected to grow to almost €28bn by 2018.

The resulting uncertainty following the recent Brexit vote

could have a slightly negative effect on the European

EMS industry in the short term.

Analysts see large market potential in the industrial

electronics segment and its numerous sub-segments as

well as in medical technology, aviation, electro mobility

and defence markets.

The Internet of Things is also a major growth factor for

the electronics and EMS sector.

The industry is experiencing a high consolidation trend

due to price pressure and slow economic growth.

M&A activity in the EMS industry

The number of corporate transactions in Q1 2016

increased compared with the same period in 2015, with

more than half occurring within Europe. During this

period Clearwater International advised the

shareholders of Seidel on its sale to SVI Public

Company Limited (see right).

Valuation level of EMS players worldwide

At the end of Q1 2016 multiples paid increased but the

H1 2016 average ended slightly below the previous

year's level.

Small EMS companies showed a higher valuation level

compared to medium sized and large EMS service

providers. This development can be attributed to the

niche focus of EMS companies combining the ‘high-mix/

low-volume’ trend of the last year.

Transaction highlights

SEIDEL Electronics Group is a leading international

manufacturer and outsourcing partner for custom-made

electronic and mechatronic solutions. As an integrated

system service provider the group offers full range services

from prototyping to series production for small and medium

series with high complexity. With 700 employees the

company generates revenues of €90m at its locations in

Austria, Hungary, Slovakia and Slovenia.

SVI Public Company Limited, headquartered in Thailand,

is a provider of turnkey box-build assembly and electronic

manufacturing services for original equipment

manufacturers and design houses. The stock-listed

company operates in Thailand, Hong Kong, Cambodia,

Scandinavia and the United States. In 2014 SVI Public

Company Limited generated revenues of €230m with

2,400 employees.

The transaction represents a clear win-win situation for

SEIDEL and SVI. While the integration of SEIDEL in the

global SVI group offers attractive international growth

opportunities, it allows SVI to expand its manufacturing

footprint to Europe, where the group is already generating

more than 80% of its revenues.

Clearwater International, led by Partner Markus Otto,

advised SEIDEL Holding.

Clearwater International

acted as sole financial

adviser to SEIDEL

Holding GmbH on the sale

of 100% of the share

capital of SEIDEL

Electronics Group to SVI

Public Company Limited.

Manufacturer of electronic

and mechatronic solutions

Clearwater International advised

SEIDEL Holding on the sale of

SEIDEL Electronics Group to SVI

Public Company Limited

SEIDEL HOLDING

Introduction

Electronic Manufacturing

Services (EMS)

NEWS

Q2 2016

Total European EMS revenues in 2015 reached

€25.6bn and are expected to grow to almost €28bn by

2018. The total turnover throughout Western Europe is

expected to increase to €11.5bn. However, following

the recent Brexit vote, demand for electronic goods

may slow down over the next few years.

Nonetheless, due to an increasing portion of electronic

parts in all product segments and the trend towards

outsourcing of the EMS competencies, it is expected

that revenues in the European market will continue to

grow in the medium-term.

Analysts see large market potential in the industrial

electronics segment and its numerous sub-segments

as well as in medical technology, aviation, electro

mobility and defence markets.

As the demographic shifts and the population is

ageing, the development of more technologically

advanced medical devices is expected to lead to

increased outsourcing of components to contract

manufacturers.

The global personal robot segment (cleaning robot,

robotic vacuum cleaners, “care-bot”, etc.) is

estimated to grow at 38% CAGR between 2016

and 2022. The growth in demand for “care-bots” is

also driven by an ageing population.

In 2015 electric vehicle sales grew by 60% and the

automotive electronics market is expected to grow

with a CAGR of approx. 8% until 2023. By the end

of 2016 connected car services are expected to

account for approx. €13bn in annual revenue and

the market is estimated to grow at 31% CAGR.

Another major factor that will impact the electronic

component supply and the electronics industry as a

whole is the growing area of the Internet of Things.

The growth in connected devices is observed and

provides a major opportunity for the electronics

industry and hence for the EMS industry. The Internet

of Things market is estimated to grow at 33% CAGR

until 2021.

The “book-to-bill” ratio, a ratio of orders received to the

amount billed for a specific period, is an indicator of

mid-term development. In the printed circuit board

segment, the ratio increased from 0.96 at the end of

December 2015 to 1.09 by the end of June 2016.

The cash cycle is a measurement of how quickly a

company can turn sales into cash. The large-tier group

improved from a median of 34.2 days in Q1 2015 to

33.5 days in Q1 2016. The median cash cycle of the

mid-tier group improved to 80.8 days from 84.4 days.

The small-tier group improved to 83.5 days in Q1 2016

from 89.3 days in Q1 2015.

A continuous production transfer of “high-mix / low-

volume”1 from “HCCs” (high cost countries) to “LCCs”

(low cost countries) can be stated.

The main strategic goals of EMS companies in

connection with organic and/or acquisition

growth include the expansion into new geographic

markets (“follow the customer”) as well as the

amendment and completion of own service portfolios.

The production will remain “local for local”.

The European EMS market is highly fragmented, which

will cause mid- and long-term consolidation activities.

Medium sized EMS market participants show a

proactive approach in the M&A environment regarding

potential acquisitions, as they actively search for

outsourcing projects.

As a consequence of the mid cap sized EMS market

and a lot of privately owned companies, succession

issues will be an additional driver for M&A activities.

1. Current trends in the EMS industry

Source: Zentralverband Elektrotechnik- und Elektronikindustrie, Reed Electronic Research, Clearwater Research

Notes: Large-tier group consists of Celestica, Flex, Jabil and Sanmina; Mid-tier group consists of Benchmark, Keytronic, Kimball,

Plexus and Sparton Small-tier group consists of IEC, Nortech, SigmaTron and SMTC

1: High mix refers to the complexity of assembly, while generating low-volume products

Electronic Manufacturing

Services (EMS)

NEWS

Q2 2016

During 2015 M&A activity in the EMS industry was highest in Q3 with 10 completed transactions. This fell to 7 completed

transactions in Q4 2015. In total, 27 M&A transactions were completed in 2015 with consolidations being the most common

type (44% of all transactions). 11 transactions (41% of all transactions) occurred in Europe.

In Q1 2016, M&A activity rose to 9 completed transactions, of which 4 transactions were EMS consolidations and 5

transactions (56%) were in Europe.

Selected EMS transactions worldwide

Date Target Bidder Description

07/2016 Aircom Manufacturing, Inc.Kimball Electronics,

Inc.

Aircom Manufacturing, a US-based provider of contract

manufacturing services, was acquired by Kimball Electronics

05/2016 Periscope GmbH Cemtrex Inc.Periscope, a German-based company engaging in the

electronics manufacturing services, was acquired by Cemtrex

04/2016Cal Quality

Electronics, Inc.PARPRO Corporation

Cal Quality Electronics, a US-based provider engaging in

electronics manufacturing services, was acquired by PARPRO

for €20.6m

03/2016 Miltec Corporation General Atomics

Miltec Corporation, a US-based company engaging in design,

development, integration and testing of missile and aerospace

systems, was acquired by General Atomics for €13.3m

02/2016 Manz AG (29.9% stake)Shanghai Electric

Group Company Ltd.

The 29.9% stake of the Germany-based Manz AG, a listed

company engaging in manufacturing technology products for

use in automation, was acquired by Shanghai Electric Group

for €355.6m

02/2016 Baltic ElektronikPrettl Electronics

Luebeck GmbH

Baltic Elektronik, a Germany-based company engaging in

manufacturing electronic printed circuit boards and devices,

was acquired by Prettl Electronics

02/2016

RoyoTech Digitalelektronik

GmbH (75%) and Kognitec

Vertrieb and Service GmbH

Mycronic AB

RoyoTech and Kognitec, Germany-based companies engaging

in developing, manufacturing and distributing SMD-towers,

were acquired by Mycronic

02/2016 BB Electronics A/S Skovbit Holding (Private Individual)

BB Electronics, a Denmark-based provider of electronic

manufacturing services, was acquired via a management

buyout

02/2016 New Age EMS Inc. PPI-Time Zero Inc.New Age EMS, a US-based company engaging in contract

manufacturing, was acquired by PPI-Time Zero

01/2016 GPV International A/S Schouw &Co A/S

GPV International, a Denmark-based provider of electronic

manufacturing services, was acquired by Schouw & Co A/S for

€53.6m

01/2016 SEIDEL Holding GmbHSVI Public

Company Limited

SEIDEL Holding, an Austria-based company engaging in

manufacturing of electronic and mechatronic products, was

acquired by SVI

01/2016 IKORebm-papst Mulfingen

GmbH & Co. KG

IKOR, a Spain-based company engaging in designing and

manufacturing of electronic circuits, was acquired by ebm-

papst

01/2016 CRS Electronics Ltd. ChemigraphicCRS Electronics, a UK-based company providing EMS-

services, was acquired by Chemigraphic

Source: MergerMarket, SMT Online, ZVEI, Clearwater Research

2. M&A activity in the EMS industry

Electronic Manufacturing

Services (EMS)

NEWS

Q2 2016

EV/EBITDA by Size

Size by market cap: Large-tier > €1.5bn

Medium-tier €300m - €1.5bn

Small-tier < €300m

EV/EBITDA Development

Source: S&P Capital IQ 25 August 2016, Clearwater Research

Median EV/EBITDA Median EV/EBITDA

Comparable company valuation – EMS industry (categorised by market cap)

3. Valuation of EMS companies worldwide

Company Market cap Net Debt EV Share Revenue-CAGR EBITDA Margin EBIT Margin EV / Revenue EV / EBITDA EV / EBIT

Price 2013-15 2015-16 2015 2016 2017 2015 2016 2017 2015 2016 2017 2015 2016 2017 2015 2016 2017

Large Tier EMS Provider

Hon Hai Precision Industry38,720.3 (12,208.0) 26,512.4 2.5 6.5% (2.5%) 5.2% 5.3% 5.4% 3.7% 3.7% 3.7% 0.2x 0.2x 0.2x 4.0x 4.0x 3.9x 5.7x 5.8x 5.6x

Quanta Computer 7,047.3 (1,396.0) 5,651.3 1.8 7.0% (3.8%) 2.5% 2.7% 2.7% 1.8% 1.9% 2.0% 0.2x 0.2x 0.2x 7.9x 7.8x 7.3x 11.0x 10.6x 9.7x

Flextronics 6,227.8 1,060.7 7,288.5 11.4 (1.2%) (3.1%) 4.5% 5.1% n/a 2.4% 3.1% n/a 0.3x 0.3x n/a 7.2x 6.6x n/a 13.3x 10.8x n/a

Pegatron 5,682.3 (1,265.6) 4,416.7 2.2 13.0% (5.6%) 4.4% 4.2% 4.3% 3.3% 3.1% 3.2% 0.1x 0.1x 0.1x 2.9x 3.2x 3.0x 4.0x 4.5x 4.1x

Jabil Circuit 3,529.3 1,139.9 4,669.2 18.5 3.6% 1.2% 6.5% 7.3% n/a 3.3% 3.5% n/a 0.3x 0.3x n/a 4.4x 3.9x n/a 8.6x 8.1x n/a

Foxconn 3,037.9 (2,092.6) 945.2 2.2 2.5% (13.5%) 15.6% 16.6% 16.8% 12.2% 13.5% 12.8% 0.3x 0.4x 0.4x 2.2x 2.4x 2.3x 2.8x 2.9x 3.0x

Compal Electronics 2,467.3 116.9 2,584.2 0.6 10.6% (6.8%) 2.0% 2.3% 2.2% 1.3% 1.5% 1.5% 0.1x 0.1x 0.1x 5.3x 5.1x 5.1x 8.1x 7.7x 7.5x

Wistron 1,714.8 547.9 2,262.6 0.7 (0.1%) 1.7% 1.7% 2.2% 2.1% 0.4% 0.9% 0.9% 0.1x 0.1x 0.1x 7.8x 5.8x 5.8x 33.6x 13.9x 12.8x

Sanmina 1,700.6 97.3 1,798.0 23.1 3.6% 2.5% 5.0% 5.5% n/a 3.4% 3.9% n/a 0.3x 0.3x n/a 6.3x 5.5x n/a 9.2x 7.8x n/a

Median 3.6% (3.1%) 4.5% 5.1% 3.5% 3.3% 3.1% 2.6% 0.2x 0.2x 0.2x 5.3x 5.1x 4.5x 8.6x 7.8x 6.6x

Mean 5.1% (3.3%) 5.3% 5.7% 5.6% 3.5% 3.9% 4.0% 0.2x 0.2x 0.2x 5.3x 4.9x 4.6x 10.7x 8.0x 7.1x

Medium Tier EMS Provider

Celestica 1,418.6 (159.7) 1,258.9 10.1 (1.4%) 4.5% 3.8% 4.7% 4.8% 2.7% 3.6% 3.6% 0.2x 0.2x 0.2x 6.4x 5.0x 4.8x 9.2x 6.7x 6.3x

Plexus Corp. 1,375.6 (153.9) 1,221.7 41.2 8.3% (1.1%) 6.3% 6.4% n/a 4.4% 4.5% n/a 0.5x 0.5x n/a 8.2x 8.1x n/a 11.6x 11.5x n/a

Fabrinet 1,204.9 (201.6) 1,003.4 33.4 14.7% 20.9% 9.2% 10.4% n/a 7.4% 8.7% n/a 1.3x 1.1x n/a 14.0x 10.2x n/a 17.4x 12.2x n/a

Benchmark Electronics 1,050.4 (310.1) 740.3 21.3 0.7% (8.5%) 6.2% 6.1% 6.5% 4.2% 3.8% 4.3% 0.3x 0.4x 0.3x 5.2x 5.8x 5.2x 7.7x 9.4x 7.9x

Hana Microelectronics 603.6 (238.9) 364.7 0.7 7.3% (0.8%) 16.0% 14.4% 14.8% 10.4% 8.4% 8.8% 0.7x 0.7x 0.6x 4.3x 4.8x 4.4x 6.6x 8.1x 7.3x

CTS Corp. 578.5 (8.2) 570.2 17.7 (3.4%) 4.8% 16.8% 17.5% 18.4% 12.5% 13.1% 13.9% 1.7x 1.6x 1.5x 9.9x 9.0x 8.1x 13.2x 12.1x 10.7x

VS Industry Berhad 343.9 31.0 374.9 0.3 20.6% 15.3% 12.3% 12.1% n/a 9.2% 9.1% n/a 0.8x 0.7x n/a 6.8x 6.0x n/a 9.0x 7.9x n/a

Median 7.3% 4.5% 9.2% 10.4% 10.6% 7.4% 8.4% 6.6% 0.7x 0.7x 0.5x 6.8x 6.0x 5.0x 9.2x 9.4x 7.6x

Mean 6.7% 5.0% 10.1% 10.2% 11.1% 7.3% 7.3% 7.7% 0.8x 0.7x 0.7x 7.8x 7.0x 5.6x 10.7x 9.7x 8.1x

Small Tier EMS Provider

SVI 288.3 (53.9) 234.4 0.1 0.9% 49.8% 10.5% 9.1% 9.2% 8.4% 5.7% 6.3% 1.1x 0.7x 0.6x 10.5x 8.1x 7.0x 13.2x 12.9x 10.2x

Sparton 187.5 110.3 297.8 19.2 15.1% 6.1% 8.1% 7.7% n/a 4.1% 3.5% n/a 0.8x 0.8x n/a 10.2x 10.2x n/a 20.2x 22.6x n/a

Neways Electronics International 87.3 31.5 118.8 7.7 18.8% 5.2% 4.2% 5.8% 6.6% 2.2% 4.1% 5.0% 0.3x 0.3x 0.3x 7.5x 5.2x 4.3x 14.6x 7.3x 5.7x

Key Tronic Corp. 74.7 39.1 113.7 7.0 16.1% 6.7% 3.2% 4.2% n/a 1.9% 2.5% n/a 0.3x 0.3x n/a 8.6x 6.2x n/a 14.5x 10.5x n/a

IEC Electronics Corp 47.9 19.1 67.0 4.7 (2.8%) 4.5% 4.6% 7.6% n/a 1.7% 5.4% n/a 0.6x 0.6x n/a 12.6x 7.3x n/a 34.2x 10.2x n/a

Median 15.1% 6.1% 4.6% 7.6% 7.9% 2.2% 4.1% 5.7% 0.6x 0.6x 0.5x 10.2x 7.3x 5.7x 14.6x 10.5x 7.9x

Mean 9.6% 14.5% 6.1% 6.9% 7.9% 3.6% 4.2% 5.7% 0.6x 0.5x 0.5x 9.9x 7.4x 5.7x 19.4x 12.7x 7.9x

Total EMS Providers

75- Percentile 13.0% 5.2% 9.2% 9.1% 10.6% 7.4% 5.7% 7.0% 0.7x 0.7x 0.5x 8.6x 7.8x 6.1x 14.5x 11.5x 9.8x

Median 6.5% 1.7% 5.2% 6.1% 5.9% 3.4% 3.8% 4.0% 0.3x 0.3x 0.3x 7.2x 5.8x 5.0x 11.0x 9.4x 7.4x

Mean 6.7% 3.7% 7.1% 7.5% 7.8% 4.8% 5.1% 5.5% 0.5x 0.5x 0.4x 7.2x 6.2x 5.1x 12.7x 9.7x 7.6x

25- Percentile 0.7% (3.1%) 4.2% 4.7% 3.9% 2.2% 3.1% 2.9% 0.2x 0.2x 0.2x 5.2x 5.0x 4.2x 8.1x 7.7x 5.7x

5.3x 5.1x4.5x

6.8x

6.0x

5.0x

10.2x

7.3x

5.7x

7.2x

5.8x

5.0x

2015 2016 2017

Large-tier Medium-tier Small-tier Total

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

Jul 2011 Jun 2012 May 2013 Apr 2014 Mar 2015 Feb 2016

Electronic Manufacturing

Services (EMS)

NEWS

Q2 2016

Contact

Shanghai

Beijing

Mumbai

LisbonPorto

BarcelonaMadrid

Frankfurt

Copenhagen

Aarhus

UK &

Ireland (5)*

Milan

New YorkChicago

Tokyo

BostonSan

Francisco

Tampa

ParisDetroit

Private equity firm

Clearwater International advised

S.I. Finance (a subsidiary of

SUEZ) on the sale of its 49.6%

limited partnership interest in BuS

Elektronik to the management

SUEZ (S.I. FINANCE)

Manufacturer of electronic and

mechatronic solutions

Clearwater International advised

SEIDEL Holding on the sale of

SEIDEL Electronics Group to SVI

Public Company Limited

SEIDEL HOLDING

World leading manufacturer of

avalanche transceivers

Clearwater International advised

SEIDEL Privatstiftung on the sale

of PIEPS to Black Diamond

PIEPS

Coordinating as a single team, our 200 experienced professionals have been responsible for the successful

completion of over 1,250 deals worth in excess of €46bn. Working alongside directors, shareholders and

investors we advise on all aspects of corporate finance from mergers and acquisitions (M&A) through to

management buy-outs (MBOs) and financing transactions (debt advisory).

Our independence from any larger financial institution or consulting firm ensures that we can give truly

objective advice. All projects are partner-led, offering high levels of personal service, and laying the

groundwork for lasting relationships. Many of our clients return to us for advice on multiple occasions.

With 15 offices in 9 countries around the world and deals completed in 31 countries, our team makes us a

natural choice for transactions requiring knowledge of, and access to, global markets. We have longstanding

relationships around the globe, all over Europe, in the US, China, India and Japan, helping us to provide clients

with a unique insight into international opportunities.

Partner Office

Clearwater International Offices

Electronic Manufacturing

Services (EMS)

NEWS

Q2 2016

Contact

W W W . C L E A R W A T E R I N T E R N A T I O N A L . C O M

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