I'll Buy! Is Private Equity Coming Back? - September M&A Flash Report

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    USA Switzerland Germany France United Kingdom Canada Norway Brazil

    M&A Flash Re ortM&A Flash Re ort Se t. 2009Se t. 2009Software and IT Industry Market Update:Ill Bu ! Is Private E uit Comin Back?

    www.corumgroup.com

    , ,10:00 am PT

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    Mark ReedExecutive Vice President

    orum roup .

    Bruce MilneCEO & Chairman

    Corum Group Ltd.

    Nat BurgessExecutive Vice PresidentCorum Group Ltd.

    Bruce Milne, the founder of Corum, is one of the true leaders in the software industry. He built the largest vertical market

    software company in the world before founding Corum, where he has overseen more mergers than anyone in history,

    generating over $6 Billion in wealth for the owners of privately held firms. Along the way, in addition to publishing

    extensively, he has owned three other software companies (Rosesoft, Dataword, Insider Edition) and been a seed investor

    in some of the leaders in our industry (Blue Coat, Bright Star, Sabaki). He founded the largest regional tech association

    Washin ton Software Association and as a reco nized leader has served on numerous advisor boards includin

    , , ,

    Comdex, DEC, Apple, IBM, and personally advised Bill Gates at Microsoft. He has been a tech cabinet advisor to two

    Governors, a Congressman and U.S. Senator on issues related to the future of the software industry. For his expertise, he

    was commissioned by the U.S. government to write the definitive high tech business guide for the SBA. The Canadian

    Government had him conduct research which led to the establishment of SoftWorld, and he was recently voted one of the

    most influential people in the European software community for his work during the last market decline.

    Corum Group Presentation 2

    >> For todays presentation or more information, contact Pat Sultan

    ([email protected], +1 425-455-8281 ext. 248)

    Ryan BlakelyVice President, ResearchCorum Group Ltd.

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    Agenda

    Langara!

    Overview of Current Market

    Market and Valuation Analysis

    r va e qu y ane

    Closing Comments - Q&A

    Corum Group Presentation 3

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    Corums Annual Client Celebration

    Aug. 29 Sept. 1A tradition for 22 years

    Corum Group Presentation 4

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    Corum Group Presentation 5

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    Corum Group Presentation 6

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    Corum Group Presentation 11

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    Corum Group Presentation 12

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    What Wall of Worry?

    IMF Set to Raise Global Growth to 3.3%

    World Bank Sees True Global Recovery

    n ex p wo ont s tra g t to .

    Corum Group Presentation 13

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    Much Good News

    South Korea Economy Grew Faster Than Expected

    . . .

    .

    Stron Ex ort Growth Lifts German Market

    European Spending Rose - First Time in a Year

    Corum Group Presentation 14

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    Real Estate Seems to be Recovering

    Pending Sales of Existing Homes Rise in July

    .

    . .

    Corum Group Presentation 15

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    But, Still Real Concerns

    Back to School Sales Auger Retail Woes

    Majority See No Benefit from Stimulus Program

    ous ng overty ect ou s . . e oun

    Factor Orders Rose Less Than Ex ected

    Corum Group Presentation 16

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    So Many Mixed Messages

    The Gloom in Chinas Growth Stats

    Cash for Clunkers Real Boost to Auto Salesor

    Cash for Clunkers Is a Sugar High!

    Worst Over for Commercial Real Estate or

    Commercial Real Estate Ticking Time Bomb

    Corum Group Presentation 17

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    But, Deals Are Up!

    v v

    Including Disney and Baker Hughes

    Buyout Firms Return to Basics

    Corum Group Presentation 18

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    Corum Transactions Are Up

    ve ea s n wee s

    Four more with new offers Mobile Applications

    Risk / Compliance

    Corum Group Presentation 19

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    Ryan BlakelyVice President, ResearchCorum Group Ltd.

    analysis in the software and technology space. With over ten years experience in thesoftware M&A environment, Ryan has an intimate understanding of the software industry asa whole, especially as it relates to mergers and acquisitions. As the Vice President ofResearch, Ryan directs Corums research group in both North America and Europe, andhas played a direct role in developing buyer relationships during his tenure with Corum. Healso is a major contributor to Corums research reports. Ryan graduated from WashingtonState University with a B.A. in Business Management, with a focus on EntrepreneurialStudies.

    Corum Group Presentation 20

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    M&A Activity July

    Number of Software and IT M&A Transactions

    2009

    2007

    2008

    August

    2004

    2005

    0 50 100 150 200 250 300 350

    2009 2008 2007 2006 2005 2004

    Corum Group Presentation 22

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    Corum Index M&A Statistics

    # of Transactions# of Mega Deals >$1B

    ug-

    2210

    ug-

    2150

    Average Deal Value

    Median Seller Revenue

    # VC backed Exits

    $82

    $42

    26

    $78

    $27

    18

    % Terms Undisclosed

    All Cash (announced)

    % Targets Public

    76%

    43%

    19%

    55%

    54%

    17%

    % Buyers Public 46%53%

    Corum Group Presentation 23

    $ values in millions

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    Horizontal Application Software Market

    Public Valuations Deal Spotlight:

    Sector: Supply ChainTarget: Advanced Information

    Buyer: PSI AGDate: August 2009

    Transaction Value: $18 million

    Horizontal

    Application

    Software

    ruc ure: asRevenue Multiple: 1.1x

    Feb09 Mar09 Apr09 May0 9 Jun09 Jul09 Aug09

    EV/EBITDA 5.85x 6.82x 9.23x 9.39x 9.99x 11.06x 11.06x

    EV/S 1.12x 1.12x 1.16x 1.35x 1.50x 1.58x 1.93x

    Comments:Regional consolidationVertical expansion

    Corum Group Presentation 24

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    Vertical Application Software Market

    Public Valuations Deal Spotlight:

    Sector: TransportationTarget: Grey Island Systems

    Date: August 2009Transaction Value: $35.4 million

    Structure: Stock

    Vertical

    Application

    Software

    evenue u p e: . x

    Comments:Niche market ex ansion

    Feb09 Mar09 Apr09 May09 Jun09 Jul09 Aug09

    EV/EBITDA 6.19x 6.53x 7.26x 7.99x 8.17x 8.91x 9.01x

    EV/S 1.01x 1.14x 1.31x 1.40x 1.51x 1.51x 1.66x

    Complementary solutionsPublic target

    Corum Group Presentation 25

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    Consumer Application Software Market

    Public Valuations Deal Spotlight:

    Sector: Hyper Local ContentTarget: EveryBlock

    Date: August 2009Transaction Value: UndisclosedConsumer

    ApplicationSoftware

    ommen s:Extending market reachUser generated content

    Feb09 Mar09 Apr09 May09 Jun0 9 Jul09 Aug09

    EV/EBITDA 2.40x 2.74x 3.81x 2.83x 4.47x 4.57x 4.27x

    EV S 0.58x 0.64x 0.69x 0.50x 0.53x 0.53x 0.59x

    Corum Group Presentation 26

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    Infrastructure Market

    Public Valuations Deal Spotlight:

    Sector: Application DevelopmentTarget: SpringSource Inc.

    Date: August 2009Transaction Value: $420 million

    Structure: Cash and stock

    Infrastructure

    Software

    evenue u p e: . x

    Comments:Stron valuation

    Feb09 Mar09 Apr09 May09 Jun09 Jul09 Aug09

    EV/EBITDA 6.32x 6.98x 8.46x 8.29x 8.74x 9.59x 10.92x

    EV/S 1.31x 1.43x 1.55x 1.52x 1.72x 1.95x 2.02x

    PaaSExtend current offerings

    Corum Group Presentation 27

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    Internet Market

    Public Valuations Deal Spotlight:

    Sector: Social NetworkingTarget: iLike

    Date: August 2009Transaction Value: UndisclosedInternet

    ommen s:Social experiencesUser baseTraffic

    Feb09 Mar09 Apr09 May09 Jun09 Jul09 Aug09

    EV/EBITDA 6.05x 7.54x 9.80x 11.78x 11.81x 13.32x 13.02x

    EV/S 1.36x 1.60x 2.11x 2.26x 2.30x 2.48x 2.60x

    Corum Group Presentation 28

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    IT Services Market

    Public Valuations

    Sector: ServicesTarget: TRS Consulting Inc.

    uyer: n orma on ys emsDate: August 2009Transaction Value: $18 million

    Structure: Cash + earn-out

    ITServices

    Comments:Consolidation

    Feb09 Mar09 Apr09 May09 Jun09 Jul09 Aug09

    EV/EBITDA 5.27x 5.32x 5.76x 5.51x 5.24x 5.56x 5.67x

    Drive future growth

    EV/S 0.55x 0.56x 0.60x 0.61x 0.63x 0.68x 0.68x

    Corum Group Presentation 29

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    Private Equity Data Points

    400 billion in available ca ital

    % of deals 2007 36%

    2008 6%

    2009 19%

    Data su ests PE deal volumes have bottomed

    Technology remains area of focus for PE community

    See more PE activity in emerging markets in the next

    year Skype - $2 billion for majority stake

    Corum Group Presentation 30

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    Market and Valuation Summary

    valuations

    Transaction volumes slowed typical August

    Private equity putting dollars to work

    Corum Group Presentation 31

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    Private Equity Panel

    Greg S. Goldfarb, Principal, Summit PartnersGreg joined the Palo Alto office of Summit Partners in 2002 and focuses on growth equitynves men s an recap a za ons n oo s rappe , pro a e grow compan es. s oardirectorships and investments include IntelliChem, LiveOffice, ProClarity Corporation, The

    Mutual Fund Store, Tiny Prints, and Web Reservations International Limited. Previously, Gregwas Director of the Innovation Lab at Starwood Hotels & Resorts Worldwide, responsible fordeveloping new technology-based businesses for Starwood. He is a graduate of Harvard

    .

    Matthew Picciano, Alpine InvestorsMatthew joined Alpine Investors in 2007 from The University of Cincinnati where hegraduated cum laude with a Bachelor of Business Administration in Finance and RealEstate. Matthews previous work experience includes an internship in capital management atThe Kroger Co. He also worked as a real estate analyst intern in The Kroger Co.s AtlantaDivision and as a mutual fund accountant intern at Integrated Investment Services. Since

    joining Alpine, Matthew has spent most of his time in the software sector including sourcingand helping close the WebEquity Solutions transaction.

    Alex Rolfe, Alpine InvestorsAlex Rolfe joined Alpine in 2008. Previously, Mr. Rolfe worked at Golden Gate Capital, a privateequity firm in San Francisco, where he completed transactions in technology, retail, andhealthcare. Prior to Golden Gate, Mr. Rolfe was a strategy consultant with Bain & Company

    Corum Group Presentation 32

    where he worked with private equity as well as corporate clients. Mr. Rolfe holds a BA fromDartmouth College where he graduated Phi Beta Kappa, and an MBA from Stanford University'sGraduate School of Business where he was an Arjay Miller Scholar.

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    Summit Partners at a Glance

    Summit Partners is a private equity and venture capital firm. We workwith owners and mana ement teams to maximize lon -term value.

    Overview

    Founded in 1984

    Investment profile

    History of profitable growth

    Raised more than $11 billion in capital

    Offices in Boston, Palo Alto and London

    More than 90 investment professionals

    Mana in directors avera e 14 ears at Summit

    Strong leadership team

    Proven business model

    Minimal previous outside capital

    In a market with rowth otential

    Broad industry and geographic coverage

    Minority or majority interest

    Usually lead and often sole investor

    Investment options for capital

    $5 million to more than $500 million per company inequity, with the ability to invest more than $800 million

    nternat ona nst tut ona nvestor ase

    More than 300 portfolio companies

    Nearly 125 public offerings

    More than 115 mergers or sales

    in combined equity and subordinated debt

    Uses of capital

    Growth equity

    Recapitalizations

    33

    Management buyouts

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    Alpine Investors is a private equity firm focused on making investments in domestic

    -

    Funds under Management: $250m across three funds (recently had a first close on Fund IV)

    Industries of Interest: i) Software ii) Business Services, iii) Education and iv) Gaming

    Target Size: $2-$10m of EBITDA; $5 50m of revenue

    Flexible Deal Structures:

    Majority buy-outs or minority growth equity investments

    We can back current management or bring in our own industry specific Executive in the event management is

    lookin to retire transition out or wants to brin on more ex ertise

    Value-add Investment Partner: We take an active role in our portfolio companies including: i)

    strategic planning, ii) key hiring, iii) add-ons (sourcing and transaction) and iv) other operational

    projects

    -

    Example Portfolio Companies:

    SaaS Loan Origination Provider High-end Online Lighting Retailer Turn-key ATM operator Online Continuing Education Provider

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    Upcoming Corum Events

    September 15: Pittsburgh -- MB October 8: Washington DC -- MB

    September 17: Chicago -- MB

    September 22: Reading, U.K. -- MB

    October 13: Scotland -- MB

    October 13: Austin -- SUSO

    September 23: Salt Lake City -- MB

    September 24: Denver -- MB

    October 14: Ireland -- MB

    October 20: Stockholm -- MB/SUSO

    --

    October 6: Boston -- MB

    October 8: L on -- MB

    --

    October 23: Munich -- MB

    October 27: Frankfurt -- MB

    Mer e Briefin MB

    Corum Group Presentation 35

    Selling Up Selling Out (SUSO)

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    Contact Information

    Corum Group Ltd.

    Bruce Milne, CEO

    Ryan Blakely, VP Researchryan corumgroup.com

    10500 NE 8th Street, Suite 1500

    Bellevue, WA 98004

    Corum Group International S..r.l.

    Beim Paradeplatz

    +1 425-455-8281

    Basteiplatz 78001 ZrichSwitzerland

    Corum Group Presentation 36

    www.corumgroup.com