Harris Williams & Co. Advises Northern Digital Inc. in its Pending Sale to Strategic Buyer Roper Industries, Inc.

May 11, 2011

Harris Williams & Co. is pleased to announce that Northern Digital Inc. (NDI), a portfolio company of the Audax Group, has entered into a definitive agreement to be acquired by strategic buyer Roper Industries, Inc. (Roper, NYSE:ROP). The transaction is expected to close in the second quarter of 2011. Harris Williams & Co. acted as an advisor to the company. The transaction is being led by Turner Bredrup, Todd Morris, Cheairs Porter, Andy Dixon, and Andrew Hewlett of the firm's Healthcare & Life Sciences (HCLS) Group.

"NDI is a wonderful company with a 30-year track record of developing and producing outstanding devices to serve the global image guided surgery and other attractive life science and industrial markets. CIVCO Medical Instruments, a Roper subsidiary, is a leader in medical image guidance and the acquisition of NDI will enhance Roper's presence in this sector," said Turner Bredrup, a managing director and head of Harris Williams & Co.'s HCLS Group. "NDI's acquisition by Roper is a great example of the M&A activity we expect to continue within the proprietary medical device segment. NDI will represent the third successful transaction that we have completed with Roper, and the second proprietary medical device deal," added Todd Morris, a managing director at Harris Williams & Co.

Headquartered in Waterloo, Ontario, Canada, Northern Digital provides optical and electromagnetic measurement systems for medical and industrial applications. NDI's technology is critical for the growing fields of computer-assisted surgery, computer-assisted therapy and image-guided radiation treatment. In addition, the company's technology is utilized by advanced manufacturers for optical tracking and non-contact 3-D measurements.

Audax Group, founded in 1999, is a leading investor in small cap and lower-middle market companies. With offices in Boston and New York, Audax manages in excess of $4.5 billion of equity, mezzanine debt, and senior loan capital.

Roper Industries is a diversified growth company and is a constituent of the S&P 500, Fortune 1000, and the Russell 1000 indices. Roper provides engineered products and solutions for global niche markets, including water, energy, transportation, medical, education, and SaaS-based information networks.