Neptune Technology Group Holdings Inc.

On October 21, 2003, Roper Industries, Inc. (“Roper”) announced that it had signed a definitive agreement to acquire Neptune Technology Group Holdings Inc. (“Neptune”) from Investcorp International Inc. (“Investcorp”) in a 100% cash transaction valued at $475 million. The acquisition included Neptune Technology Group, a market leader in the North American water metering market, with 35% market share and installed base of 27 million residential water meters; DAP Technologies, a leading manufacturer of fully rugged handheld, portable and tablet computers; and DB Microwave, a provider of automation software for meter reading and service order management. These businesses provide a complete solution of automatic meter reading, data collection and metering to the North American water industry.

Roper is a publicly traded diversified industrial growth company providing engineered products and solutions for global niche markets. Neptune's businesses were an excellent strategic fit with Roper, and the acquisition diversified Roper's geographic and end market opportunities, expanded its access to growth markets and enhanced its margins. In addition, Neptune provided Roper with significant growth potential as its share of the growing, technology-driven automatic meter reading business was expanding.

Watch Hill Partners advised Investcorp, one of the world's leading financial sponsors, on this transaction. In this exclusive sale process, we assisted in positioning Neptune as a "must-have" acquisition for Roper. As importantly, we were able to ensure that Roper understood Investcorp's value expectations in a non-auction scenario. Investcorp was established in 1982 and has since completed transactions with an aggregate value of approximately $25 billion.