SKF's Acquisition Of Kaydon Corporation

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SKF's acquisition of KaydonCorporationTom Johnstone, President and CEOSeptember 5, 2013

Safe harbor statementThis presentation contains forward-looking statements made pursuant to the Safe Harbor provisions of theUnited States Private Securities Litigation Reform Act of 1995 that are based on management's beliefs andassumptions. In some cases, you can identify forward looking statements by terms such as “may,” “will,”“should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,”“potential,” and similar expressions. Such statements, including statements relating to SKF’s expectationsfor the future performance of Kaydon Corporation, the future opportunities associated with the acquisition,and the success of the SKF integrating Kaydon into its business, are not considered historical facts andare considered forward-looking statements under the federal securities laws. Such forward-lookingstatements are subject to certain risks and uncertainties that could cause actual results to differ materiallyfrom those expressed or implied. Readers are cautioned not to place undue reliance on these forwardlooking statements, which speak only as of the date hereof. Such risks and uncertainties include thepossibility that SKF will not consummate a transaction with Kaydon, changes in economic, market andcompetitive conditions, changes in the regulatory environment and other government actions, fluctuationsin exchange rates and other factors mentioned in SKF's latest annual report (available on www.skf.com)under the Administration Report; "Important factors influencing the financial results", "Financial risks" and"Sensitivity analysis", and in its full-year report under "Risks and uncertainties in the business." Weundertake no obligation to revise or update publicly any forward-looking statement, except as required bylaw. SKF GroupSlide 1

Kaydon is a leading manufacturerof bearings and other customengineered products SKF GroupSlide 2

Kaydon key facts and figures – 2012 Headquarters in Ann Arbor, Michigan U.S.Established 1941Publicly listed on NYSE (ticker: KDN)USD 475 million in sales2,187 employeesFriction controlVelocity controlSpecialty products54% of total consolidatedsales23% of total consolidatedsales23% of total consolidatedsales SKF GroupSlide 3

Kaydon net sales – 2012IndustriesGeographiesAutomation &RoboticsAsia18%OtherOther12%27%2%Power13% GenerationSemicond. 3%62%Petroleum 5%5%ProcessingMedicalEquip. SKF GroupSlide 4Europe 24%13%10%HeavyEquip.6%MilitaryAerospaceNorth America

Kaydon – leading market position, strong brands,attractive end marketsFriction controlVelocity controlSpecialty productsProductsBearingBrandsPrimaryEndMarkets SKF GroupSlide 5Ring & Seal

Kaydon global manufacturing footprint19 Manufacturing units13 in the US, 1 in the UK, 1 in Mexico, 2 in China, 2 in GermanyFriction control productsVelocity control productsSpecialty products SKF GroupSlide 6

Kaydon has a solid financial track recordSales (USD millions) Steady sales development Good margins Robust cash flow 500 400 464 460 475 300 228 200 1002010Adjusted EBITDA (USD millions)120121H-2013Cash flow from operations (USD millions) 150 150 1002011 120 112 100 104 50 94 49 50 87 55 43 0 02010201120121H-2013201020112012Adjusted EBITDA is defined as net income plus (i) depreciation and amortization, (ii) interest expense, (iii) income tax expense, (iv) stock-based compensation(v) recapitalization costs and (vi) other extraordinary or non-recurring costs as described in Kaydon’s historical earnings press releases. Adjusted EBITDA is aNon-GAAP measure and reconciliations to the GAAP measure are included in Kaydon’s historical earnings press releases.1 SKF GroupSlide 71H-2013

Strategic merits of Kaydon –why it’s a good fit SKF GroupSlide 8

A strong addition to the SKF Group Kaydon is a leader in its product categories, such as splitbearings, thin section bearings, and other highly engineeredproducts Kaydon’s industry recognized brands and leadingtechnologies serve high value, global market segments Kaydon’s product offering is highly complementary with SKF'sproduct portfolio and will enhance SKF's offering to itscustomers and distributors worldwide Kaydon serves a number of segments that are lessrepresented in SKF's current customer base SKF GroupSlide 9

The acquisition supports SKF becoming theknowledge engineering company Expands SKF’s manufacturing footprint and supports SKF’sgrowth strategy for North America Enables SKF to better serve customers in many keyindustries globally with a more complete product portfolio Adds improved solutions and services through thecombination of Kaydon and SKF complementary technologies Enables distribution of Kaydon products through the SKFdistribution network worldwide Brings a highly professional and competent management andworkforce SKF GroupSlide 10

Kaydon strengthens SKF’s technology platforms SKF GroupSlide 11

Synergy potentialExpected sales synergies USD 50 million annually within 5 years Improved product offering to existing customers Increased sales through SKF distributionExpected cost synergies USD 30 million per annum within 2-3 years Sourcing benefits Public company, listing and regulatory savings General corporate overhead savings SKF GroupSlide 12

Transaction highlights SKF GroupSlide 13

Transaction highlights -Tender offer USD 35.50 per Kaydon share in cash22% premium to closing stock price on 4 September, 201321% premium to the 30-day volume weighted average priceThe transaction represents a multiple of 12.7 times Kaydon’s LTM AdjustedEBITDA (USD 98 million as of 29 June, 2013) and will be accretive to SKFearnings in year oneTransaction is valued at approximately USD 1.25 billion, including USD 95million in net debtAll cash tender offer for 100% of outstanding Kaydon shares will be madeon 16 September, 2013Friendly transaction recommended by and approved by Kaydon’s Board ofDirectorsThe tender offer is subject to customary terms and conditions, regulatoryclearances, including the tender of at least a majority of the outstandingshares of Kaydon common stock. Upon completion of the tender offer, SKFwill acquire all remaining shares through a short form merger.Closing expected in Q4, 2013 SKF GroupSlide 14

Acquisition financing Kaydon firm value is USD 1.25 billion at offered price The acquisition of Kaydon will be paid in cash through existingfunds and credit lines SKF will arrange long term debt financing following closing ofthe deal Meets SKF’s financial criteria for acquisitions SKF GroupSlide 15

Kaydon is a positive addition to the SKF Group Strengthens and complements existing product andservice portfolioIndustry leading brandsProvides complementary geographical coverageStrengthens SKF’s North American manufacturingbaseSupports SKF’s growth strategy for North AmericaSignificant sales, distribution and cost synergiesFinancial performance supports SKF’s long-termfinancial targetsGood return for shareholders of both companiesStrong management teamOffers development and mobility opportunities forSKF and Kaydon employees SKF GroupSlide 16

Offer Not CommencedThe tender offer described in this communication (the "Offer") has not yetcommenced, and this communication is neither an offer to purchase nor asolicitation of an offer to sell any shares of the capital stock of KaydonCorporation (“Kaydon") or any other securities. On the commencement date ofthe Offer, a tender offer statement on Schedule TO, including an offer to purchase, aletter of transmittal and related documents, will be filed with the United StatesSecurities and Exchange Commission (the "SEC"). The offer to purchase shares ofKaydon stock will only be made pursuant to the offer to purchase, the letter oftransmittal and related documents filed with such Schedule TO. The tender offerstatement will be filed with the SEC by Atlas Management, Inc. ("Atlas") a whollyowned subsidiary of AB SKF, and Dublin Acquisition Sub Inc., and Kaydon isobligated to file a solicitation/recommendation statement with the SEC. INVESTORSAND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFERSTATEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, WHEN ITBECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANTINFORMATION. Investors and security holders may obtain a free copy of thesestatements (when available) and other documents filed with the SEC at the websitemaintained by the SEC at www.sec.gov or by directing such requests toMACKENZIE PARTNERS INC. AT (212) 929-5500 or Toll Free at (800) 322-2885. SKF GroupSlide 17

SKF GroupSlide 18

Sep 05, 2013 · Kaydon stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. The tender offer statement will be filed with the SEC by Atlas Management, Inc. ("Atlas") a wholly owned subsidiary of AB SKF, and Dublin Acquisition

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