<PAGE>
at which companies or assets may actually be sold. Because such estimates are
inherently subject to uncertainty, neither the Company, Schroder Wertheim nor
any other person assumes responsibility for their accuracy. Although Schroder
Wertheim did not attribute any particular weight to any analysis or factor
considered by it, Schroder Wertheim gave significant weight to the fact that
bids were solicited from a number of prospective purchases and the Enterra
offer represented the highest and most attractive offer to the Company (see
- --Background of the Energy Industries Sale Proposal").
The full text of the written opinion of Schroder Wertheim dated September 20,
1995, which sets forth the assumptions made, factors considered and limitations
on the review undertaken by Schroder Wertheim, is included as Appendix B to this
Proxy Statement. The following is a summary of the analysis conducted by
Schroder Wertheim as a basis for its fairness opinion which was presented orally
to the Company's Board of Directors on September 20, 1995, and subsequently
confirmed in writing, to the effect that, as of such date, the consideration to
be received by the Company pursuant to the Purchase Agreement, is fair, from a
financial point of view, to the Company. This summary does not purport to be a
complete description of the analyses performed by Schroder Wertheim in this
regard but does provide an overview of the material analyses conducted by
Schroder Wertheim. Schroder Wertheim's opinion is directed only to the
consideration to be received by the Company pursuant to the Purchase Agreement
and does not constitute a recommendation to any stockholder of the Company as to
how such stockholder should vote regarding the Energy Industries Sale Proposal.
The summary is qualified in its entirety by reference to the full text of such
opinion. Stockholders are encouraged to read the opinion in its entirety.
Review of Energy Industries' Recent and Pro Forma Projected Financial
Information. Schroder Wertheim reviewed the historical and pro forma financial
information of Energy Industries for various periods and management's projected
financial performance for the fiscal years ended September 30, 1995 and 1996. In
its review, Schroder Wertheim noted that results for the eleven months and
latest twelve months ("LTM") ended August 31, 1995 and the projected results for
the fiscal year ended September 30, 1995 reflect actual and expected declines in
financial performance as compared to comparable prior year periods. Schroder
Wertheim further noted that Energy Industries reported earnings before interest,
taxes, depreciation and amortization ("EBITDA") of $13.2 million for the fiscal
year ended September 30, 1994, $12.7 million for the LTM ended August 31, 1995
and projected EBITDA of $12.2 million and $14.3 million for the fiscal years
ended September 30, 1995 and 1996, respectively.
Analysis of Comparable Recent Acquisition Transactions. Schroder Wertheim
reviewed the financial terms, to the extent publicly available, of certain
recent acquisition transactions which Schroder Wertheim deemed to be reasonably
comparable to the proposed Energy Industries Sale. In performing its analysis,
Schroder Wertheim compared selected financial data, including Adjusted Purchase
Price (the equity cost plus latest reported total debt, capitalized leases,
preferred stock and minority interests, minus total cash and cash equivalents)
or net asset purchase price, as appropriate, as a multiple of LTM EBIT, EBITDA
and tangible net assets for selected recent natural gas compression industry
sale transactions. The selected transactions included all of the five
significant sales transactions which have occurred since late 1993, including
the Company's purchase of Energy Industries in November 1993. Schroder
Wertheim's analysis indicated estimated mean LTM EBIT and LTM EBITDA multiples
for the comparable transactions of 13.8x and 8.5x, respectively, versus 18.5x
and 9.9x, respectively, for Energy Industries under the proposed terms of the
Energy Industries Sale Proposal. Schroder Wertheim noted that the multiple of
net assets was below the range; however, this fact was determined to be
attributable to (i) the relatively high book value of Energy Industries' fixed
assets due to the step-up in book value of Energy Industries pursuant to the
purchase accounting relating to the Company's acquisition of Energy Industries
in November 1993, and (ii) Energy Industries' management's strategy of
maintaining relatively large inventory balances.
Comparison with Comparable Publicly Traded Companies. Schroder Wertheim
compared selected financial data of Energy Industries with certain data relating
to selected publicly traded companies engaged in businesses which Schroder
Wertheim deemed to be reasonably comparable to that of Energy Industries (the
"Public Comparables"). Specifically, Schroder Wertheim included in its review BJ
Services Company, Dreco Energy Services, Ltd., Enerflex Systems, Ltd., Energy
Ventures, Inc., EnServ Corporation, Production Operators Corporation, Tidewater
Inc. and Weatherford International Incorporated. Such financial information
included market valuation, operating performance and implied trading multiples
based on the ratio of the Adjusted Market Value (equity market value plus latest
reported total debt, capitalized leases, preferred stock and minority interest,
minus cash and cash equivalents) as a multiple of revenue, operating income (or
earnings before interest and taxes ("EBIT")) and EBITDA. Schroder Wertheim
compared the LTM and projected operating statistics and implied trading
multiples of the Public Comparables to the LTM and projected operating
statistics (based on management's estimates) and implied trading multiples for
Energy Industries based on the terms of the Energy Industries Sale Proposal. In
this review, Schroder Wertheim noted that the proposed purchase price implies
multiples of LTM and projected EBIT and EBITDA which exceed comparable mean
implied multiples for the Public Comparables. Such analysis showed that on the
basis of multiples of LTM EBIT and EBITDA, the proposed purchase price implied
multiples of 18.5x and 9.9x, respectively, for Energy Industries versus 13.3x
and 7.9x, respectively, for the Public Comparables.
6
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