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Xchanging Software Europe Limited Transaction Details > Merger/Acquisition


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Currency: British Pound  Go

Deal Summary
Primary Transaction
Status Closed Acquisition of Equity Stake
Feature
Announced Date Jul-04-2014 Bid Made Date -
Letter of Intent Date - Effective Date -
Definitive Agreement Date Jul-04-2014 Closed Date Jul-04-2014
CIQ Transaction ID IQTR267424430 Cancelled Date -

Sell-side Participants
Agencyport Software Europe
Company Name: Limited (nka:Xchanging Primary Industry: Application Software
Software Europe Limited)
Headquarters: United Kingdom
Buy-side Participants
Buyer Company: Xchanging plc (LSE:XCH)
Deal Values
Total Consideration to Total Transaction Size (£
64.10 64.10
Shareholders (£ mm) mm)
Implied Equity Value (£ Implied Enterprise Value
64.10 64.10
mm) (£ mm)
Implied Enterprise Implied Enterprise
3.4x -
Value/LTM Revenue Value/NTM Revenue
Implied Enterprise Implied Enterprise
12.8x -
Value/LTM EBITDA Value/NTM EBITDA
Implied Enterprise Implied Enterprise
- -
Value/LTM EBIT Value/NTM EBIT
Implied Equity Value/LTM
- Offer Price/NTM Earnings -
Net Income
Implied Equity Value/Book Offer Price/Forward Book
- -
Value Value

Synopsis
Comments
Xchanging PLC (LSE:XCH) acquired Agencyport Software Europe Limited from Sword Agencyport Inc. for £64.1 million in
cash on July 4, 2014. The acquisition has been financed from Xchanging's existing cash resources. For the year ended
December 31, 2013, Agencyport Europe had revenue of £18.9 million and adjusted EBITDA of £5 million. The gross assets
excluding goodwill were £15.2 million. Management team and the employees of Agencyport Europe will be joining Xuber
within Xchanging's Technology Services business including Phil Race, Managing Director of Agencyport Europe and Andy
Lovett, Chief Operating Officer of Agencyport Europe. In addition, Chris Baker will be joining Xchanging as Managing
Director of Xuber. The acquisition is subject to the approval of Competition and Markets Authority. The acquisition is
expected to be value enhancing, marginally earnings accretive in the financial year to December 31, 2014 and materially
earnings accretive in the financial year to December 31, 2015.

Peter Ogden and Martin Barrow of Maitland acted as public relations advisors for Xchanging PLC. Arma Partners LLP acted
as financial advisor to Agencyport Software. Laura Chandler, James Paterson, John Skoulding, Jennifer Millins and Adam
Rose of Mishcon De Reya acted as legal advisor for management team of Agencyport Software. Karen Davies, David
Dowding, Chris Phillips, Jacob Gold, Mark Sweny, Caroline Hogan, Richard Palmer, Philippa Michie, Andrew Valeri, Sarah
Hutter, Stephen Diosi, Marcus Fink, Daisy Jones and Chris Taylor of Ashurst LLP acted as legal advisors to Xchanging. Gavin
Gordon, Jon Ballis, Gavin Gordon and Valerie Goldstein of Kirkland & Ellis International LLP acted as legal advisor to
Agencyport.
Deal Resolution
Xchanging PLC (LSE:XCH) completed the acquisition of Agencyport Software Europe Limited from Sword Agencyport Inc. on
July 4, 2014. On April 29, 2015, CMA cleared the transaction.

Advisors
Advisor Name Client Name Role Fee(£) Fee Percentage (%)
Arma Partners LP Sword Agencyport Inc. Financial Advisor - -

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Xchanging Software Europe Limited > Transaction Details > Merger/Acquisition Page 2 of 5

Ashurst LLP Xchanging plc (LSE:XCH) Legal Advisor - -


Kirkland & Ellis International LLP Xchanging Software Europe Limited Legal Advisor - -
Mishcon De Reya Xchanging Software Europe Limited Legal Advisor - -

Transaction Details
Features
Corporate Divestiture, Cash Merger
Deal Conditions
Subject to Antitrust Regulations

Change of Control Yes Deal Approach Unsolicited


Minority/Majority Stake Majority Deal Attitude Friendly
Accounting Method Purchase Acquisition Special Committee -
Sell-side Termination Fee Sell-side Termination Fee
- -
(£ mm) (%)
Buy-side Termination Fee Buy-side Termination Fee
- -
(£ mm) (%)

Consideration Summary
Consideration Type
Cash
Offered Current/Final
Date Jul-04-2014 Date Jul-04-2014

Exchange Rate 1.000 Exchange Rate 1.000


Consideration to Consideration to
64.10 64.10
Shareholders (£ mm) Shareholders (£ mm)
Offer Per Share (£ ) - Offer Per Share (£ ) -
Total Cash (£ mm) 64.10 Total Cash (£ mm) 64.10
Total Stock (£ mm) - Total Stock (£ mm) -
Total Preferred (£ mm) - Total Preferred (£ mm) -
Total Debt (£ mm) - Total Debt (£ mm) -
Total Hybrid (£ mm) - Total Hybrid (£ mm) -
Total Total
Rights/Warrants/Options - Rights/Warrants/Options -
(£ mm) (£ mm)

Transaction Values
Offered Current/Final
Exchange Rate 1.000 Exchange Rate 1.000
Consideration to Consideration to
64.10 64.10
Shareholders (£ mm) Shareholders (£ mm)
Other Consideration (£ Other Consideration (£
- -
mm) mm)
Total Earnouts (£ mm) - Total Earnouts (£ mm) -
Total Total
Rights/Warrants/Options - Rights/Warrants/Options -
(£ mm) (£ mm)
Net Assumed Liabilities (£ Net Assumed Liabilities (£
- -
mm) mm)
Adjustment Size (£ mm) - Adjustment Size (£ mm) -
Total Net Transaction Total Net Transaction
64.10 64.10
Value (£ mm) Value (£ mm)
Total Cash & Short Term Total Cash & Short Term
- -
Investments (£ mm) Investments (£ mm)
Total Gross Transaction Total Gross Transaction
64.10 64.10
Value (£ mm) Value (£ mm)

% Sought 100.0% % Sought/Acquired 100.0%


Implied Enterprise Value Implied Enterprise Value
64.10 64.10
(£ mm) (£ mm)
Implied Equity Value (£ Implied Equity Value (£
64.10 64.10
mm) mm)

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Enterprise Value Multiples, Offered Enterprise Value Multiples, Current/Final


Implied Enterprise Implied Enterprise
3.4x 3.4x
Value/LTM Total Revenues Value/LTM Total Revenues
Implied Enterprise Implied Enterprise
12.8x 12.8x
Value/LTM EBITDA Value/LTM EBITDA
Implied Enterprise Implied Enterprise
- -
Value/LTM EBIT Value/LTM EBIT

Buyer Stock Information 1 Day Before Announcement


Date Jul-03-2014 Share Price (£ ) 1.56
Market Capitalization (£ LTM Total Stock Return
381.20 14.05%
mm) (%)
52 Week High (£ ) 1.90 52 Week High (%) 82.35%
52 Week Low (£ ) 1.21 52 Week Low (%) 129.27%

Related Transactions
Date Target Buyer/Investor Relationship Type Transaction Type
Nov-01- Xchanging Software Europe Limited Sword Group SE (ENXTPA:SWP) Initial Investment Merger/Acquisition
2005

Target Company Details


Agencyport Software Europe Limited (nka:Xchanging Software Europe Limited)
Agencyport Software Europe
Company Name: Limited (nka:Xchanging Primary Industry: Application Software
Software Europe Limited)
Greater London, United
Website: Headquarters:
Kingdom
Business Description
Xchanging Software Europe Limited develops integrated business software solutions for the insurance industry in the United
Kingdom and internationally. It offers Open Box Plus, an insurance application that enables property and casualty
organizations to write or administer various classes of domestic or multi-national insurance business; Open Co Plus, an
insurance application for non-life insurers; and Intech Solution that supports claims management and insurance
administration function, including client management, policy and endorsement administration, the management of legal and
professional partners, third party administration, and loss control and safety administration. The company also provides
Open Marine, an underwriting and administration system for P and I clubs and marine insurers; Open Health Plus, an
insurance administration system for healthcare insurers, plan providers, intermediaries, and third party administrators; and
Open Xposure, a solution for underwriters who need up-to-date land-based and/or offshore aggregations. In addition, it
offers network and integration services. Xchanging Software Europe Limited was formerly known as Agencyport Software
Europe Limited and changed its name to Xchanging Software Europe Limited in October 2014. The company was founded in
1968 and is based in London, United Kingdom with an additional office in Leeds, United Kingdom. As of July 4, 2014,
Xchanging Software Europe Limited operates as a subsidiary of Xchanging PLC.

Target LTM Financial Information and Balance Sheet as of: Jul-04-2014 Period Ending: Dec-31-2013 Exchange
Rate = 1.000
Total Revenue (£ mm) 18.90 Total Debt (£ mm) -
EBITDA (Incl. Equity Inc.
5.00 Total Preferred (£ mm) -
from Affiliates) (£ mm)
EBIT (Incl. Equity Inc.
- Minority Interest (£ mm) -
from Affiliates) (£ mm)
Total Cash & ST
Net Income (£ mm) - -
Investments (£ mm)
Earnings from Cont. Ops.
- Net Debt (£ mm) -
(£ mm)
Diluted EPS before extra
- Total Assets (£ mm) 15.20
(£ )
Total Common Equity (£
-
mm)

Seller Company Details


Sword Agencyport Inc.
Seller Name: Sword Agencyport Inc. Primary Industry: Application Software
Website: Headquarters: Massachusetts, United States
Business Description
Sword Agencyport Inc. provides Web-based solutions for property and casualty (P&C) insurers. The company offers
AgencyPortal, a Web-based platform that allows P&C insurance carriers to execute business transactions with their agents,
MGAs, and customers; AgencyConnect, a gateway to interface with agency systems; BookSmart, an automated solution for

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processing books of business; CoverIQ, an automated approach to process specialty/program business of carriers; and
AgencyPort’s toolkit, a Web-based user interface to build, manage, and maintain agency Web applications. Its solutions also
include agent portals, agency interface, book rolls, and program and specialty lines automation. The company was formerly
known as AgencyPort Insurance Services, Inc. and changed its name to Sword AgencyPort in November 2009. The company
was founded in 2000 and is headquartered in Boston, Massachusetts with additional offices in Farmington, Connecticut;
Portsmouth, New Hampshire; Plano, Texas; and Cincinnati, Ohio. As of November 19, 2009, Sword Agencyport Inc. operates
as a subsidiary of Sword Group SA.
Company Relationship Information
Prior Subsidiary/Operating
Relationship Type:
Unit
Percent Currently Held
Percent Sold (%): 100.00000 -
(%):
Proprietary Relationship Details
Percent of Funds Invested Return On Investment
(%): - (%): -
(Proprietary Data Only) (Proprietary Data Only)
Investor Notes:
(Proprietary Data Only)

Buyer Company Details


Xchanging plc (LSE:XCH)
Data Processing and
Buyer Name: Xchanging plc (LSE:XCH) Primary Industry:
Outsourced Services
Greater London, United
Website: www.xchanging.com Headquarters:
Kingdom
Business Description
Xchanging plc provides business processing, technology, and procurement services in the United Kingdom and
internationally. Its business processing services comprise universal business process services, including finance and
accounting, customer administration, and business analytics; insurance services, such as policy administration, claims
administration, binder 360 services, and broking administration services, as well as workers’ compensation claims
processing services; and financial services, which comprise securities processing, investment and fund account
administration, and banking for financial institutions. The company's technology services include technology infrastructure
management services; insurance software; application services; engineering services; education platforms; Internet of
things; and professional services, big data and analytics, connectivity, and cloud services. Its procurement services include
procurement and human resources services; software as a service; procurement as a service; tail-end spend management,
source-to-contract, procure-to-pay, and source-to-pay services; and MM4 software for analytics. The company serves
insurance, aerospace and defence, education, healthcare, real estate, financial services, automotive, consumer packaged
goods, and manufacturing sectors. It was formerly known as Tabbyview plc and changed its name to Xchanging plc in June
2006. Xchanging plc was founded in 1999 and is headquartered in London, United Kingdom.
Company Relationship Information
Current Subsidiary/Operating
Relationship Type: Lead Investor: No
Unit
Current Investment (£
- Total Investment (£ mm): -
mm):
Percent Currently Held
Percent Acquired (%): 100.00000 100.00000
(%):
Proprietary Relationship Details
Percent of Funds Invested Return On Investment
(%): - (%): -
(Proprietary Data Only) (Proprietary Data Only)
Investor Notes:
(Proprietary Data Only)

Buyer LTM Financial Information and Balance Sheet as of: Jul-31-2014 Period Ending: Jun-30-2014 Exchange
Rate = 1.000
Total Revenue (£ mm) 620.70 Total Debt (£ mm) 8.90
EBITDA (Incl. Equity Inc.
60.50 Total Preferred (£ mm) -
from Affiliates) (£ mm)
EBIT (Incl. Equity Inc.
51.40 Minority Interest (£ mm) 17.00
from Affiliates) (£ mm)
Total Cash & ST
Net Income (£ mm) 54.30 119.30
Investments (£ mm)
Earnings from Cont. Ops.
67.00 Net Debt (£ mm) (110.40)
(£ mm)
Diluted EPS before extra
0.22 Total Assets (£ mm) 535.20
(£ )
Total Common Equity (£
218.90
mm)

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Related Filings
Company Name Form Type Filed Date
Xchanging Software Europe Limited Miscellaneous Report Apr-29-2015
Xchanging Software Europe Limited Acquisition Jul-04-2014

* Denotes that the information is proprietary. Proprietary data is in USD only.

Historical Equity Pricing Data supplied by

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