Tokheim ProGauge acquired by OPW, a Dover Corporation Company

Dundee, Scotland, UK (14 June 2016)

Tokheim, one of the world’s leading manufacturers and suppliers of fuel retailing solutions, is pleased to announce that OPW, a global leader in fluid-handling solutions, announced it has acquired Tokheim ProGauge (“ProGauge”). ProGauge provides automatic tank gauge solutions, including a variety of tank probes, consoles, and related software and calibration services for service stations to measure and monitor fuel tank levels.

David Crouse, President of OPW said, “The addition of ProGauge augments OPW’s product offerings with an extended family of automatic tank gauge solutions, including wireless mag probes, tank truck mag gauges, 3D laser tank calibration and fuel quality sensors. With this acquisition, we are looking forward to offering our customers even more options to support their commercial and retail fueling needs.”

Stefano Scatena, General Manager of ProGauge said, “ProGauge is thrilled to join the OPW team. This move will allow us to introduce our world-class products into new markets and regions as part of the overall OPW suite of fuelling solutions.”

Dover to acquire Wayne Fueling Systems Ltd

Downers Grove (9 June 2016)

Dover (NYSE: DOV) today announced that it has entered into a definitive agreement under which the company will acquire Wayne Fueling Systems Ltd. (“Wayne”), which is owned by Riverstone Holdings LLC, for $780 million in cash. Upon close of the transaction, Dover’s annualised retail fueling revenue will be $1.4 billion when combining Wayne’s innovative product offerings with OPW and Tokheim. The collective retail fueling business features a comprehensive product set for all major regions of the world.

Wayne is a global provider of fuel dispensing, payment, systems and aftermarket services for retail and commercial fuel stations. Wayne’s advanced payment and systems solutions position the company to capitalise on the emerging conversion of U.S. based fuel retailers to Europay, MasterCard and Visa (“EMV”) chip security technology. Through its global network of distributors and service partners, Wayne’s products are sold and supported in over 140 countries. Wayne is headquartered in Austin, Texas, and has manufacturing operations in Austin, Sweden, China and Brazil.

“We are extremely excited about the acquisition of Wayne,” said Robert A. Livingston, President & Chief Executive Officer of Dover. “Wayne’s product line fits perfectly with OPW and Tokheim, particularly Wayne’s US dispenser, payment and systems businesses. Together, the collective business will offer an end-to-end solution that will benefit our customers in the growing global retail fueling market. The addition of Wayne positions Dover to more fully participate in the high growth EMV upgrade cycle underway in the United States. This transaction also provides significant margin enhancement opportunities, driven by synergies across the businesses.”

The transaction, which is expected to close in the second half of 2016, is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. The transaction is expected to be funded with a combination of cash on hand and incremental debt.

Annual revenue for Wayne in 2016 is estimated to be approximately $550 million. The purchase price multiple is approximately 10 times 2016 expected EBITDA, not including the estimated annual run-rate synergies of approximately $30 million which are expected to be achieved over a three year period. In 2016, Dover expects the transaction to be dilutive to continuing earnings per share, including normal transaction-related costs, purchase accounting and related interest expense, subject to timing of the close of the transaction. The transaction is anticipated to be modestly accretive to continuing earnings per share in 2017, due to the one-time costs to achieve synergies, and including normal purchase accounting amortisation and related interest expense. The company will update the earnings impact of this transaction upon closing.

Lazard is serving as Dover’s exclusive financial advisor and Debevoise & Plimpton LLP is serving as Dover’s legal advisor.

Fairbanks environmental solutions acquired by OPW, a Dover Corporation Company

Dundee, Scotland, UK (31 May 2016)

Tokheim, one of the world’s leading manufacturers and suppliers of fuel retailing solutions, is pleased to announce that Fairbanks has become the latest addition to the OPW family, a business within the Dover Corporation that recently acquired the dispenser and systems businesses of Tokheim.

Fairbanks has been providing superior fuel management services to independent retailers, hypermarket chains and multi-national companies for over two decades. In recent years, their global presence has seen significant growth, and they now monitor circa 13,000 forecourts in 35 countries.

OPW and Tokheim are recognised around the world as the end-to-end suppliers of best-in-class equipment and solutions for the downstream petroleum sector, with manufacturing operations in North America, Europe, Brazil, China and India and sales offices around the world.

Together, Fairbanks, Tokheim and OPW will create many new and exciting business opportunities. For Fairbanks, it means access to a vast industry network with many avenues for growth. OPW’s and Tokheim’s commitment to further develop Fairbanks, both in the UK and internationally, will help Fairbanks to expand its global footprint. Fairbanks will bring a new dimension to the collective range of services, to continue to lead the way in delivering forecourt solutions worldwide. Fairbanks will continue to enhance its expertise and solutions in fuel management to offer its customers even greater value and services.

Fairbanks will continue to operate as a separate entity, while leveraging the capabilities of OPW and Tokheim.

Steve Jones, co-founder of Fairbanks, said: “Today’s announcement is an important milestone for Fairbanks as we join forces with OPW and Tokheim; the strength of these major brand names will help to significantly boost our profile within the industry. This union promises an exciting future as we embark on the next stage of the Fairbanks journey.”

Antoine Soulier, newly appointed Managing Director of Fairbanks said: “Fairbanks is excited to join the OPW and Tokheim team. With their global footprint, OPW provide a great opportunity to expand Fairbanks’ products and services into new markets and regions.”

Bill Arundel, Tokheim Global Sales & Marketing Director said: “Tokheim welcomes Fairbanks to the extended family and is delighted about the added value opportunities this will bring to our customers and the industry. The partnership further strengthens the portfolio of end-to-end solutions required to allow us to provide our customers with the best offering and experience available in the worldwide fuel retail market.”

The transaction, which is expected to close in the second half of 2016, is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. The transaction is expected to be funded with a combination of cash on hand and incremental debt.

Annual revenue for Wayne in 2016 is estimated to be approximately $550 million. The purchase price multiple is approximately 10 times 2016 expected EBITDA, not including the estimated annual run-rate synergies of approximately $30 million which are expected to be achieved over a three year period. In 2016, Dover expects the transaction to be dilutive to continuing earnings per share, including normal transaction-related costs, purchase accounting and related interest expense, subject to timing of the close of the transaction. The transaction is anticipated to be modestly accretive to continuing earnings per share in 2017, due to the one-time costs to achieve synergies, and including normal purchase accounting amortisation and related interest expense. The company will update the earnings impact of this transaction upon closing.

Lazard is serving as Dover’s exclusive financial advisor and Debevoise & Plimpton LLP is serving as Dover’s legal advisor.

10 September 2012

PARIS, France (10th September 2012) – Tokheim, one of the world’s largest suppliers of fuel retailing solutions, is delighted to announce that it is back in South Africa thanks to the acquisition of various assets of Petro-Logic from the PSV Group. Tokheim South Africa, the new name for the business, will retain the current experienced management and the existing dedicated and passionate employees. The new business will continue to operate from the head-office in Johannesburg, and three major hubs in Cape Town, Port Elizabeth and Durban.

Tokheim has been supplying products and services to the South African market since 1969 but sold their business in the region in 2004. Tokheim has retained a Distributor Agreement with Petro-Logic and the PSV Group since this time. Petro-Logic is a leading provider of dispensers, payments & systems solutions and service and maintenance to the fuel retail market in the region. The Tokheim Group is very pleased to be re-establishing a direct Sales and Service Division in South Africa.

Chris Kirstein, Managing Director of Petro-Logic, says, “As a manufacturer and service provider to the fuel retail industry, we have managed many challenging situations to meet customers’ expectations in South Africa and neighbouring countries. South Africa is a very competitive environment and the economic conditions have resulted in generating a very aggressive landscape. Petro-Logic has always maintained the highest business ethics, honesty and dedication to our customers and our business culture remains intact. We are very excited to become a part of the Tokheim Group and look forward to delivering the wider benefits this will bring to our customers on innovation, technology and industry best practice.”

Paul Pedeprat, General Manager, Tokheim IAME Region, says, “Tokheim is very pleased to be back in South Africa. Petro-Logic has a long track record of good equipment and professional maintenance services across the country. They have been a special partner to Tokheim and we are very happy to now be re-establishing a direct operation in South Africa. This investment further confirms the commitment of Tokheim Group to Africa and our ambition to provide our global, regional and local customers with the best technology, equipment and services.”