did not express any opinion as to the solvency or fair value of Apergy or the ChampionX Business, or the ability of Apergy or the ChampionX Business to pay their respective obligations when they
come due, or as to the impact of the Transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview
expressed no opinion as to any legal, regulatory, tax or accounting matters.
Centerviews opinion expressed no view as to, and did not address,
Apergys underlying business decision to proceed with or effect the Transactions, or the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available to Apergy or in which Apergy
might engage. Centerviews opinion is limited to and addressed only the fairness, from a financial point of view, as of the date of Centerviews written opinion, to Apergy of the exchange ratio. For purposes of its opinion, Centerview was
not asked to, and did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement, the Separation Agreement or the Transactions, including, without limitation, the structure or form of the Transactions,
or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transactions, including, without limitation, the fairness of the Transactions or any other term or
aspect of the Transactions to, or any consideration to be received in connection therewith by, or the impact of the Transactions on, the holders of any class of securities, creditors or other constituencies of Apergy or any other party. In addition,
Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Apergy or any party, or class
of such persons in connection with the Transactions, whether relative to the exchange ratio or otherwise. Centerviews opinion relates to the relative values of Apergy and the ChampionX Business. Centerviews opinion is necessarily based
on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerviews opinion, and Centerview does not have any obligation or
responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerviews opinion. Centerview expressed no view or opinion as to what the value of Apergy common stock
actually will be when issued pursuant to the Transactions or the prices at which the Apergy common stock will trade or otherwise be transferable at any time, including following the announcement or consummation of the Transactions. Centerviews
opinion is not intended to and does not constitute a recommendation to any stockholder of Apergy or any other person as to how such stockholder or other person should vote or act with respect to the Transactions or any other matter.
Centerviews financial advisory services and its written opinion were provided for the information and assistance of the Apergy Board of Directors (in
their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transactions. The issuance of Centerviews opinion was approved by the Centerview Partners LLC Fairness Opinion
Committee.
Opinion of Lazard Frères & Co. LLC
On December 18, 2019, Lazard rendered to the Apergy Board of Directors its oral opinion, subsequently confirmed in a written opinion dated
December 18, 2019, that, as of such date and based upon and
subject to the assumptions, procedures, matters, qualifications and limitations set forth
therein, the exchange ratio was fair, from a financial point of view, to Apergy.
The full text of Lazards written opinion, dated December 18,
2019, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Lazard in preparing its opinion, is attached as Annex B and is incorporated by reference in this
document. The summary of the written opinion of Lazard, dated December 18, 2019, set forth below is qualified in its entirety by the full text of Lazards written opinion attached as Annex B. Lazards financial
advisory services and opinion were provided for the use and benefit of the Apergy Board of Directors (in their capacity as directors and not in any other capacity) in connection with its evaluation of the Transactions, and addressed only the
fairness, from a financial point of view, as of the date thereof, of the exchange ratio
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