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Q3-
Q3-2008 Review
Software and IT M&A Outlook:
Tech M&A: Liquidity in Troubled Times?
www.corumgroup.com
Liquidity
y in Troubled Times
Offi
Offices in
i Europe,
E Canada,
C d Latin
L ti America
A i and
d United
U it d States
St t
H t off multi-national
Host lti ti l Merge
M B i fi
Briefings
1Market Insights
2International Activity
4Discussion
“Can M&A’s Best Times Get Better?” “IT Spending Growth Expected to Slow in ‘08”
Wall Street Journal, January 2007 InformationWeek, December 2007
“Stock Surge + Bond Boom = M&A Magic” “Bear Stearns’ No. 1 Foe: Fear Itself”
Wall Street Journal, April 2007 CNN Money, March 2008
“M&A Seen on the Brink After Record 2007” “Tech’s Next Step: More M&A?
Reuters, December 2007 CNET, October, 2008
‐70
‐60
‐50
‐40
‐30
30
‐20
‐10
10
1‐Oct‐07
Half‐po
oint Rate Cut
Fear of Recession Loo
oms 1‐Nov‐07
1‐Dec‐07
1‐Jan‐08
Emerge
ency Interest R
Rate Cut
Fear of Recession Takkes Hold
Impact on Equity
1‐Feb‐08 1‐Mar‐08
Bear Stearns Falls
1‐Apr‐08 1‐May‐08
y Markets
Price off Oil at $145//barrel
1‐Jun‐08
Freddy Mac/Fanny M
Mae Bailout
1‐Jul‐08
1‐Aug‐08
Lehman, Merrill and
d AIG Fall
1‐Sep‐08
Global Government Bailout
1‐Oct‐08
TSX
FTSE
NYSE
Nasdaq
S&P 500
Strong growth in the battered financial services sector, due to increased consolidation
Acquired V2Green which provides plug-in electric vehicle grid technology enabling utilities to ‘smart charge’ electric
g Buy
Strong y 2 Buy
y 3 Hold 16 Strong
g Buy
y 3 Buy
y 4 Hold 13
Company Stock Price Stock Price % Change Year Ago Current Period
10/15/2007 10/15/2008 Cash Cash
Sun $6.11 $4.97 ‐18.66% $3,620 $2,700
Duration of downturn
Sustaining the business during downturn
Rising tax rates in 2009? (U.S.)
Missing the market
Emergence of new competitors
Addressing new emerging markets alone
Pressure to readjust value expectations
Threat of sector consolidation
Regulatory / Anti-trust
Anti trust impact on markets
How to achieve Liquidity
Adjust
j quickly
y to changing
g g times
Keep your foot on the gas – don’t be a deer frozen in the headlights
St t i b
Strategic buyers remain
i active
ti
Unsolicited and hostile deals rose
almost two-fold to 22.1% Private equity getting back into the game
Companies
C i iin emerging
i countries
t i are
viewed as buyers, not just targets
• Asia
• Eastern Europe
• Latin America
1
Q1:08
Q2:08
0
Q3:08
g balance sheets
Strong
Client Profile:
Vertical market software company
North America based
Market leader – one of 4 good options
Strong technology, team, business model
Solid revenue and EBITDA ($12 million / $3 million)
A ti it
Activity:
Last Quarter: 15 interested, 5 buyer calls, 2 meetings, 1 offer
Now: 5 solid, qualified buyers, 4 additional meetings, 3 LOIs pending, 2 more LOIs
possible
Delays: Buyer seeking funding, digesting other deals, revising strategic plans
Outlook: Optimistic – offers best solution in competitive market
Current examples of
buyer interest across
multiple sectors: Mobile
60% off C
Corum’s
’ recentt ttransactions
ti are cross-border
b d
Cross-border
60%
IIntra-country
t t
40%
Developer of
Provider of applications
collaborative 3D
support maintenance
authoring technology
services (ASM)
Microsoft – U.S. Sierra Systems – Canada
Caligari – U.S. RIS – Canada
Purepay – U.S.
US Maxwell
M ll – U.S.
US
Creditron – Canada Quest – U.S.
Provider of security
software applications to Provider of network booting
the System i platform technology
Leading competency-
based, learning and
development software
company
p y
Salary.com – U.S.
InfoBasis – UK
D l $ I fl
Deal $ Inflow
Japan ‐$19,142.00 $569.00 Deal $ Outflow
Source: Reuters
Representative Q3 Transactions
Buyer Seller Deal Value
HCL Technologies Liberata Financial Services Undisclosed
25%
20%
15% Q1
Q2
10%
Q3
5%
0%
Horizontal Vertical Market Consumer Infrastructure Internet IT Services
Applications Applications Applications
Horizontal Application
pp Software Market
Current Trends:
Public company valuations stable
Diverse group of buyers
Marketing
M k ti software
ft boosts
b t CRM sector
t
Communications related technologies saw increased deal activity
Oracle 10 7
Thoma Cressy Bravo
Cisco 9 4
Golden Gate Capital IBM 9 10
HP 7 4
Silver Lake Partners
Nuance 7 2
Apax Partners
SunGard 7 5
Dell 6 1
P ll di
Palladium E
Equity
i P Partners
SAP 6 2
Vector Capital Yahoo! 6 3
Autodesk 5 9
BT Group 5 4
CDC Software 5 2
Corum Group Presentation ■ 35
What Buyers
y are Looking
g For
General considerations
Vertical market penetration and domain expertise
Revenue considerations
Emphasis on SaaS and recurring maintenance streams
Assumptions based upon 100’s of profiles from both strategic and private equity firms
Deal:
€217
€217 million ($314 million) for 75
75.5%
5%
Largest deal ever completed by Sophos
Sophos took on debt to finance the transaction
Synergies:
Expands
E d SSophos’
h ’ position
iti iinto
t endpoint
d i t securityit
Increased scale of combined entity will create a more competitive firm
Broaden global presence
Ot e Details:
Other eta s
Private company acquires public company
Sophos pulled IPO last year, but adding Utimaco positions them re-new idea of IPO
Observations
Heightened deal scrutiny, thus strategic fit needs to be clear
Higher valuation achievable for the right deal
Acquisition targets complement, while being a springboard for future growth
Market convergence
Observations
Tier two firms some of the most active among the PE community
Proportion of smaller deals, ‘strategic’, debt-free deals rising
Deal volumes picking up, but still dramatically off highs
Fund raising remains strong and, as a by-product of the current financial collapse, PE will be looking for value
buys
Corum Group Presentation ■ 39
Transaction Highlights
g g – Cross-Border
T
Temenos SA Fi
Financial
i l Objects
Obj t plc
l $53 6
$53.6
Observations
Deal Drivers - global expansion, local domain expertise, scale
All markets and sub-sectors are being targeted
Regions leading the charge – Asia, Central and Eastern Europe
T l
Telvent
t GIT S.A.
SA DTN E
Energy $445
Observations
Only one transaction north of a billion
All strategic buyers
Defensive acquisitions to better compete with larger competitors
Horizontal Applications
Software
S ft
Report Highlights
Vertical Market
Technology market overview Application Software
Current view on economy,
y, top
p buyers,
y , hot sectors
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Visit our Website at
www.corumgroup.com