STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI STOCKH

Quarterly Software Report

Q2 2018

2

IDENTIFIED TRANSACTIONS

• There were 23 transactions in the software space in the Nordics in Q2/18 vs.

28 in the previous quarter.

• The performance of the Nordic Technology EUR GI index was very strong in

Q2/18 with an increase of 15.5% for the second quarter.

• The largest deal activity within Nordic software could be found in Sweden, with

8 identified deals, followed by Finland (6 deals), (Norway (5 deals) and

Denmark (4 deals).

• Strategic buyers were again the leading buyer group, completing 13 of the 23

deals, while private equity buyers completed 10.

• Nordic buyers continued to dominate in Q2 with 18 (78.3%) of the 23 deals,

while US and Canadian buyers were the second most active with 4 deals.

• The Nordic discount gap has widened to 50.7% compared with international

software companies, based on EV / SALES 2018E multiples.

Inclusion criteria

Announced transactions where a Norwegian, Swedish, Finnish or Danish-based

software company has been sold during the quarter. The company sold must have

the majority of its operations in either of these countries. Consultancy and IT-

service (no software) transactions are not included. Minority transactions or

transactions that does not create a "change-of-control" situation have also been

excluded. Merger Market is our primary source for identifying eligible transactions.

NORDIC TECHNOLOGY EUR GI

25

21 2118

2022

1820

24

1719

28

33

13

21

28

23

Jan. 14 Jan. 15 Jan. 16 Jan. 17 Jan. 18

2014 2015 2016 2017 2018

Jan 14 – Jul 18

Source: Merger Market, Thomson Reuters and Factset

EXECUTIVE SUMMARY

23transactions

in Q2/18

6.7xEV/ sales

international

software

companies

EV / SALES INTERNATIONAL SOFTWARE COMPANIES

5,6x

Q4

2016

Q2

2016

6,7x

Q1

2015

Q2

2015

Q3

2016

Q3

2015

4,3x

Q4

2015

Q2

2018*

Q1

2016

Q1

2017

4,6x

Q3

2017

Q4

2017

6,1x

Q1

2018

3,9x4,7x 4,9x 4,9x

6,9x5,8x 6,1x

6,7x

800

1000

1200

1400

1600

Jun. 18

* Median based on revised selection of international software companies (appendix 1)

NORDIC SOFTWARE TRANSACTIONSOVERVIEW OF Q2 2018

3

DEALS BY ACQUIRER’S COUNTRY

DEALS BY EXIT TYPE

DEALS BY TARGET’S COUNTRY

• Nordhaven has identified 23 Nordic software transactions in Q2 2018.

• 57.0% of the companies were acquired by industrials, which is in line with the

historical average.

• Of the equity-backed deals, 7 were platform and 3 were add-on investments.

• Sweden completed 8 deals, representing 34.7% of the total deal activity for the

period.

• 78.3% of the companies were sold to entities in the Nordics, followed by 17.4% of

acquirers in the US and Canada.

COMMENTS

Source: Merger Market and Nordhaven analysis

PE – Add-on

PE - Platform

Industrial

Denmark Norway

FinlandSweden Nordics

US / Canada

Rest of Europe

Rest of World

3

713

18

1

40

5

8

6

4

NORDIC SOFTWARE TRANSACTIONSQUARTER-BY-QUARTER DEVELOPMENT

4

NUMBER OF TRANSACTIONS

BREAKDOWN OF DEALS BY TARGET’S COUNTRY

BREAKDOWN OF DEALS BY ACQUIROR’S REGION

Source: Merger Market and Nordhaven analysis

BREAKDOWN OF DEALS BY EXIT TYPE

Q4 16

33%26%

14%

61%72%

6%

22%

Q3 17

42%

Q3 16

57%

32%

Q1 17

25%

71%

12%

52%

30%

36%

Q2 17

0%

38%

62%

24%

43%

Q4 17

14%

14%

Q1 18

13%

Q2 18

PE - add-on PE - platform Industrial

14%

21%

28%

22%

21%

Q1 18

21%

28%

22%

Q3 16

42%

16%

Q4 16

48%36% 35%

29%

18%

18%

31%

Q1 17

8%

15%

42%

Q2 18

27%

Q3 17

9%

22%

Q2 17

46%

32%0%

38%

14%

Q4 17

36%

18%

17%

26%

Sweden FinlandDenmark Norway

24%

5%

Q2 17Q4 16

69%

Q4 17

21%

11%

4%6%

0%

Q3 16

58%

11%

68%

25%

4%

71%58%

Q1 17

30%

6%

46%

6% 31%

8%

15%

Q3 17

0%

25%

54%

18%

25%

4% 4%

Q1 18

17%0%

Q2 18

78%

US / Canada

Nordics

Rest of World

Rest of Europe

1719

28

33

13

21

28

23

Q2 18Q3 16 Q4 16 Q3 17Q1 17 Q2 17 Q4 17 Q1 18

NOTABLE TRANSACTIONS DURING Q2 2018

5

Low-code development platform

publisher

Cloud-based software solutions

for the construction industry

Global signing solutions and

cloud compliance provider

Develops and delivers

software solutions

Cloud-based medical record

company

Manufacturing operations and

warehouse management

software

Supplier of eHealth systems

to Norwegian hospitals

2,6

2,1

3,1

37,1

17,7

11,4

4,7

3,6

TARGET ACQUIROR REVENUE 2017 (MEUR) SELLER

Founders

Founders

Source: Merger Market and Nordhaven analysis

Hagberg Holding AS

Founders

Founders

Founders

Administrative software for

various craft industries.

Founders

SELECTED SOFTWARE TRANSACTION MULTIPLES (EV / SALES) – LAST 12 MONTHS

6

3,5x

3,6x

3,8x

4,0x

18,6x

4,0x

5,7x

4,6x

1,2x

3,1x

1,8x

Q2 2017

Q4 2017

Q2 2017

Q3 2017

Q2 2017

Q1 2017

Q4 2017

Q3 2017

Q3 2017

Software for strategic sourcing

Telecom software provider

Software for 3D simulation and training

Software for documentation of chemicals

Software for vehicle trip logs / fleet mgmt.

Software for smart grid / customer interaction

Open-source software for web design

Software for document sharing

Software for payment solutions

Software for customs clearance and freight forw.Q4 2017

Source: Merger Market and Nordhaven analysis

Q2 2018 Mobile payment solutions

TRADING MULTIPLES OF SELECTED NORDIC AND INTERNATIONAL SOFTWARE COMPANIES

7

Vitec Software TobiiSimCorp HMS NetworkHexagon Micro SystemationBasware F-Secure

2,9x

CLX Communication

8,0x

7,3x

1,4x

5,2x 5,0x

6,0x5,5x

3,2x 3,4x

2,8x

3,9x3,6x

2,7x3,1x

1,6x

2,7x 2,6x

2017

2018E

Median: 3.4x

Source: Merger Market and Factset

13,1x

AutodeskAdobe Systems Workday GuideWire Ultimate SoftwareSalesforce Microsoft Citrix

6,7x

SAP

16,0x

14,4x 14,3x

16,9x

12,5x13,2x

10,4x

12,3x

9,9x8,9x

7,5x8,2x

5,4x 5,2x 4,8x 4,8x

2017

2018E

NORDIC

EV/ SALES

INTERNATIONAL

EV/ SALES

Median: 6.7x*

* Median based on full selection of international software companies

(appendix 1)

LIST OF IDENTIFIED NORDIC SOFTWARE TRANSACTIONS IN Q2 2018

8

# TARGET TARGET COUNTRY BIDDER BIDDER COUNTRY DATE EXIT TYPE

1 Virtusize AB Sweden Almi Invest AB Sweden June PE - Platform

2 Neptune Software AS Norway Standout Capital Sweden June PE - Platform

3 Smartdok AS Norway Visma AS Norway June Industrial

4 Cito IT A/S Denmark Vitec Software Group AB Sweden May Industrial

5 ITaito Oy Finland Dustin Group AB Sweden May Industrial

6 Hantverksdata Sverige AB Sweden Adelis Equity Partners AB Sweden May PE – Platform

7 Miradore Oy Finland Standout Capital Sweden May PE - Platform

8 iZettle AB Sweden PayPal Holdings, Inc. USA May Industrial

9 Eatech Oy Finland Etteplan Oyj Finland May Industrial

10 Hove Medical Systems AS Norway PasientSky AS Norway May Industrial

11 Introduce.se Sweden ABG Sundal Collier Holding ASA Norway May Industrial

12 Oscar Software Oy Finland Panostaja Oyj Finland May PE - Platform

13 SmartWeb ApS Denmark Combell NV Belgium May PE – Add-on

14 Trustweaver AB Sweden Sovos Compliance, LLC USA May Industrial

15 Findify AB Sweden Namaste Technologies Inc. Canada May Industrial

16 Spiir A/S Denmark Danske Bank Denmark May Industrial

17 Centsoft AB Sweden Palette Software AB Sweden May Industrial

18 Roima Intelligence Oy Finland Intera Partners Oy Finland April PE - Platform

19 Agrando AS (97.2% Stake) Norway Vitec Software Group AB Sweden April Industrial

20 Evimeria EMR AB Sweden Apptix ASA Norway April Industrial

21 Dips AS (65% Stake) Norway Awilhelmsen AS Norway April PE - Platform

22 Kide Clinical Systems Oy Finland Topcon Healthcare Solutions, Inc. USA April Industrial

23 Continia A/S Denmark VIA Equity A/S and Private Investor Denmark April PE – Platform

Source: Merger Market and Nordhaven analysis

NORDHAVEN IN SHORT CORE SECTOR EXPERTICE

NORDHAVEN IS THE LEADING INDEPENDENT M&A FINANCE ADVISOR IN THE NORDIC MARKET

9

NORDHAVEN SERVICE OFFERING

We operate as a strategic financial advisor and partner to owners, board members and

management throughout the business life cycles.

MERGERS & ACQUISITIONS

Planning and execution of mergers and acquisitions, divestments and other corporate

finance transactions are our core expertise.

DEBT & CAPITAL ADVISORY

We give advice on our clients’ debt and capital structures, negotiate and execute

fundraising for companies executing their M&A transactions as well as for organic

growth plans. We provide advice also at the time of distress.

INCENTIVE ADVISORY

We advise in the design and implementation of tailored, equity-based long-term

incentive plans that are linked to strategy execution and total returns to shareholders.

SERVICES

CONSUMER

HEALTHCARE

INDUSTRIALS

TMT

Systems

Professionals

Sweet spot

deal value

Years experience

Transactions

advised

+20

+300

+400

MEUR

10-100

FAR-REACHING INTERNATIONAL NETWORK WITH 34 PARTNER OFFICES WORLD WIDE

Nordhaven has been the exclusive partner of Clairfield International in Finland, Sweden and Norway

since 2012. Clairfield International have local partners in over 20 countries.

Through Clairfield International we have global connectivity, and foreign markets are our home markets.

Together we are stronger.

10

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HELSINKI

Eteläranta 12

+358 207 613 910

OSLO

H. Heyerdahls gate 1

+47 215 070 00

STOCKHOLM

Östermalmstorg 1

+46 85 025 6700

APPENDIX 1: FULL SELECTION OF INTERNATIONAL SOFTWARE COMPANIESEV/ SALES

12Source: Merger Market, Thomson Reuters and Factset

* EV/ Sales forecast per 20.08.2018

2017 2018E

Workday 16,9x 12,5x

Adobe Systems 16,0x 13,1x

Autodesk 14,4x 14,3x

ServiceNow 11,3x 12,2x

GuideWire 13,2x 10,4x

Salesforce 12,3x 9,9x

Dessault Systems 10,1x 9,5x

Intuit Inc 7,3x 8,4x

Ultimate Software 8,9x 7,5x

Tableau Software 8,3x 7,4x

Check Point Software 7,1x 7,4x

Red Hat 8,1x 6,9x

Microsoft 8,2x 6,7x

Vmware 6,5x 6,7x

eGain Corporation 6,7x 6,4x

Cornerstone Ondemand 6,4x 5,9x

Enghouse Systems 4,6x 5,4x

Citrix 5,4x 5,2x

Constellation Software 5,1x 4,9x

SAP 4,8x 4,8x

Oracle 4,8x 4,6x

Cerner 4,1x 3,9x

Sage Group 5,3x 3,9x

Nuance Communications 3,3x 3,2x

Symantec Corporation 4,3x 3,0x

Progress Software 1,6x 1,3x

Median 6,9x 6,7x

Revised selection of international companies due to recent stock listings and developments in the software market