M&A, Amstelveen, September 10, 2014
Partner for progress
M&A Corporate Growth Summit
International Growth
Paul Hesselink
Kiwa
ACTA* Overview
ACTA* is a European Certification body
with related Testing and (Statutory) Inspection (TIC)
strengthened by Training, Technology and Data Services

HQ: Rijswijk, Netherlands

Ownership: NPM Capital, ACTA
Management



Pre-eminent brand built on over 65
years of experience, expertise, quality,
reliability and customer service
Services: certification, inspection,
testing, technology & data services,
training, statutory inspection services

Growing network with offices in 22
countries, agents in 15 countries and
activities in over 50 countries
End Markets: water, construction, energy,

Accelerated development by combining
organic and acquisitive growth for
diversification and internationalization
while steadily improving bottom line
gas, infrastructure, automotive & mobility,
agro-food, safety & security, health & care,
environment, QSHE systems, B2G, HazMat
Management ambition is to double the business between 2010 - 2015 and
firmly establish ACTA* as leading player in the international TIC sector by 2020
Kiwa
ACTA* History
> 65 years of experience, quality, reliability and customer service
ACTA* Milestones
2007: Creation of flat country
organizations and divisions
2003: Kiwa Tussenkoers
(determine own future)
1972: Founding of
Kiwa Water Research
(until 2006)
1948
1972
1948: Founded
by NL Drinking
Water Utilities
1998: Founding
of Kiwa BE and
Kiwa DE
1990
1990: Market
expansion EU,
ISO, scope
extension
2000
2009: start statutory
inspection services
2010: Entry
healthcare
and licenses
2006: KWR split off
& refocus incl B2C
2005
2005: Acquisition
of Gastec NV and
first DE-GmbH’s
2006
2010
2015
2020
2008: Kiwa
2011: 2nd MBO
enters Sweden NPM Capital
2006: MBO
ABN AMRO
Participaties
2008: Resume growth by
alliances and acquisitions
2005: €55m
& 500 FTE
2013/14: Kiwa
enters Asia and
LatAm
2010: Midsized EU player,
€130m & 1,000 FTE
2008: Kiwa
enters Spain
2015: C. €250-300m
& 2,000 FTE
International Footprint
International presence in major markets
Main Office Network
Rijswijk, Apeldoorn, Goes, Nieuwegein, Utrecht,
Gorinchem, Gouda
Europe
Cheltenham, Backwood, Gwent
Sweden
Antwerp
United
Kingdom
Hamburg, Augsburg, Berlin, Brandenburg,
Dresden, Frankfurt, Magdenburg, München,
Rostock, Gosheim
Netherlands
Germany
Milan, Livorno, Cendemiano, San Vendemiano
Belgium
Osby, Uppsala
Italy
Barcelona, Valencia, Zaragosa, Leida
Guangzhou
Spain
Istanbul
Agents & Partners Network
Existing Offices
Priority Expansion Geographies
Agents & Partners Network
Offices in 22 countries, agents in 15 countries and is active in > 50 countries
Targets, Strategy and Revenues
 Ambition : #1 or #2
Revenu M€/yr
300
 Financial : 10 - 15 - 20
250
 Culture
: 4D & KIS
200
150
100
Kiwa strategy
Diversification
Internationalisation
Consolidation
Optimization
50
0
'01
'03
'05
'07
'09
'11
'13
'15
5
Kiwa fenotype in the TIC world
The TIC world is dominated by several large and hungry international major
players with an extensive network, broad portfolio and economy of scale
 In 2004, Kiwa decided to remain autonomous: need to realize size in an
alternative way as the Majors had already taken a lot of the cake
 Kiwa, as a small national player in a formerly protected market, had to
follow another strategy (“below the radar” and “avoiding open war”)
 So Kiwa selected “unattractive”, relatively small market niches with high
entry barriers for expansion (going for # 1 or #2) while consolidating its
existing markets (“islands with bridges”):

accelerated organic growth + buy & build
 diversifying service portfolio with focus on product certification (or near)
 extending the geographic network in EU + in selected Exporting Countries
King of the Niches
6
Kiwa through the years
King of the Niches
1948- 1980
Monopolist
1988 - 2000
2000-2010
Service orientation
Internationalization
Institute
Market orientation
Diversification
Not for profit
One Kiwa company
Utility image
Semi-Gov’t image
Bureaucratic image
Product orientation
Non profit
Profitable
Lot of different
companies
2010 Optimazation
Innovation
Front runner
Lot of Kiwa
companies
Service image
1 Kiwa, 1 Quality, 1 Family
7
Kiwa DNA and genotype
 Autonomous
 King of the Niches
 Archipelago with many bridges
 Independent within framework; stronger together
 Creating scale by Organic Growth + Mergers/Alliances
8
How to get there ?
S = Q x D x M2
Success = Quality x Drive x Management
Successful companies need focus, management and monitoring
V = S2 x (CF – FC) x T
Value = Success x Net Cash x Time
Real Value needs Good People & Produts and stable Cash Flows over Time
9
International M&A
Growth driver: Market, Management or Shareholder ?
Growth success
 Coherence: products, staff and story
 Culture: no fit; no victory
 Grip: operational management, F&C and ICT
 Organization: integration and consolidation
 Value: cash flow vs financial construction
10
International M&A
 Acquisition is most about coherence, grip and value
 Coherence and culture okay (also to leave it local) ?
 DD on finance and legal is shortsighted and far too little
- Listen to 1st tier management
- But understand 2nd tier management
 M&A, Legal and CorpFin to facilitate process; not to lead
 Don’t trust the brochures, normalizations and synergies
 Financial arrangements are very important if wrong
 Post-transaction process is more important than anything else
 Real life is not according to spread sheet extrapolations
 If the fundament ain’t right, the building will collapse
11
M&A, Amstelveen, September 10, 2014
Paul Hesselink
Partner for progress