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aurionPro Solutions Limited (BSE:532668) Transaction Details > Merger/Acquisition
Deal Overview Consideration Details Deal Timeline Transaction Quick Comps
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Currency: British Pound  Go Exchange Rate = 0.010

Deal Summary
Primary Transaction
Status Closed Acquisition of Equity Stake
Feature
Announced Date Mar-27-2014 Bid Made Date -
Letter of Intent Date - Effective Date -
Definitive Agreement Date Mar-27-2014 Closed Date Jun-23-2015
CIQ Transaction ID IQTR261050043 Cancelled Date -

Sell-side Participants
Technology Hardware,
Company Name: Intellvisions Software Ltd Primary Industry:
Storage and Peripherals
Headquarters: India
Buy-side Participants
Buyer Company: aurionPro Solutions Limited (BSE:532668)
Deal Values
Total Consideration to Total Transaction Size (£
2.80 3.51
Shareholders (£ mm) mm)
Implied Equity Value (£ Implied Enterprise Value
2.80 2.66
mm) (£ mm)
Implied Enterprise Implied Enterprise
0.8x -
Value/LTM Revenue Value/NTM Revenue
Implied Enterprise Implied Enterprise
9.8x -
Value/LTM EBITDA Value/NTM EBITDA
Implied Enterprise Implied Enterprise
17.9x -
Value/LTM EBIT Value/NTM EBIT
Implied Equity Value/LTM
43.2x Offer Price/NTM Earnings -
Net Income
Implied Equity Value/Book Offer Price/Forward Book
0.8x -
Value Value

Synopsis
Comments
aurionPro Solutions Limited (BSE:532668) agreed to acquire Intellvisions Software Ltd (BSE:531777) for approximately INR
280 million in stock on March 27, 2014. aurionPro will issue 33 shares of its common stock for every 250 shares of the
common stock of Intellvisions Software. Post completion, Intellvisions Software will merge into aurionPro Solutions. The
staff, workmen and other employees will move from Intellvisions to aurionPro. The transaction is subject to creditors,
Boards of Directors and shareholders of aurionPro Solutions and Intellvisions Software, approval from High Court of Mumbai
and approval from Central Government or any other statutory or regulatory authority. The transaction has been
unanimously approved by the Board of Directors of Intellvisions Software and aurionPro on March 27, 2014. The meeting of
shareholders of Intellvisions Software will be held on October 1, 2014 as per an order of High Court of Mumbai.

As of October 4, 2014, it is notified that the transaction was approved by the majority of the shareholders of Intellvisions
Software Ltd and aurionPro Solutions shareholders have approved the deal on October 1, 2014. As of February 23, 2015,
the transaction is approved by High Court of Bombay. The scheme has been filed with Registrar of Companies and March
25, 2015 has been fixed as the record date to determine the name of the equity shareholders of Intellvisions who shall be
entitled to receive shares of aurionPro Solutions pursuant to the approved scheme. Chartered Capital and Investment
Limited acted as the fairness opinion provider and M. L. Bhuwania & Co, Chartered Accountants acted as the valuer for
Intellvisions Software Limited.
Deal Resolution
aurionPro Solutions Limited (BSE:532668) completed the acquisition of Intellvisions Software Ltd (BSE:531777) on June 23,
2015.

Advisors
Advisor Name Client Name Role Fee(£) Fee Percentage (%)
Chartered Capital and Investment Limited Intellvisions Software Fairness Opinion - -
(BSE:511696) Ltd Provider

https://www.capitaliq.com/ciqdotnet/transactions/transactionDetail.aspx?transactionI... 21-07-2015

- (£ mm) (%) Buy-side Termination Fee Buy-side Termination Fee . 21-07-2015 .1) mm) mm) Adjustment Size (£ mm) .Rights/Warrants/Options - (£ mm) (£ mm) Net Assumed Liabilities (£ Net Assumed Liabilities (£ (0.Total Hybrid (£ mm) - Total Total Rights/Warrants/Options .Rights/Warrants/Options - (£ mm) (£ mm) Transaction Values Offered Current/Final Exchange Rate 0.73 Value (£ mm) Value (£ mm) Total Cash & Short Term Total Cash & Short Term 0.73 (£ mm) (£ mm) Implied Equity Value (£ Implied Equity Value (£ 2. Approval of Offer by Target / Acquirer Board.85 Investments (£ mm) Investments (£ mm) Total Gross Transaction Total Gross Transaction 3.com/ciqdotnet/transactions/transactionDetail. Subject to Court Approval.aurionPro Solutions Limited (BSE:532668) > Transaction Details > Merger/Acquisition Page 2 of 5 Transaction Details Features Stock Merger Deal Conditions Approval by Regulatory Board / Committee. Subject to Statutory Approval Response to Conditions Approval by Board (Unanimous) 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 .87 mm) mm) https://www.0% % Sought/Acquired 100.Fixed Ratio / Reported Final Variable Offered Current/Final Date Mar-27-2014 Date Jun-23-2015 Exchange Rate 0..010 Exchange Rate 0.aspx?transactionI. - mm) mm) Total Earnouts (£ mm) .87 Shareholders (£ mm) Shareholders (£ mm) Other Consideration (£ Other Consideration (£ .Total Earnouts (£ mm) - Total Total Rights/Warrants/Options .80 Total Stock (£ mm) 2.Total Preferred (£ mm) - Total Debt (£ mm) .58 Value (£ mm) Value (£ mm) % Sought 100.25 Offer Per Share (£ ) 0.Adjustment Size (£ mm) - Total Net Transaction Total Net Transaction 2.80 2.Total Cash (£ mm) - Total Stock (£ mm) 2.1) (0.Total Debt (£ mm) - Total Hybrid (£ mm) .25 Total Cash (£ mm) . - (£ mm) (%) Consideration Summary Consideration Type Common Equity . Approval/Consents of Lenders/Creditors.80 2.66 2.66 2.85 0. Approval of Offer by Target Shareholders..capitaliq.010 Consideration to Consideration to 2.010 Exchange Rate 0. Approval of Offer by Acquirer Shareholders.51 3.80 2.0% Implied Enterprise Value Implied Enterprise Value 2.87 Total Preferred (£ mm) .87 Shareholders (£ mm) Shareholders (£ mm) Offer Per Share (£ ) 0.010 Consideration to Consideration to 2.

17) (£ mm) Diluted EPS before extra 0. India.18 Minority Interest (£ mm) 0.9x 18.01 Total Assets (£ mm) 5.aurionPro Solutions Limited (BSE:532668) > Transaction Details > Merger/Acquisition Page 3 of 5 Enterprise Value Multiples. Current/Final Implied Equity Value/LTM Implied Equity Value/LTM 43.23 52 Week High (%) 90.21 Market Capitalization (£ LTM Total Stock Return 2.33 Total Preferred (£ mm) - from Affiliates) (£ mm) EBIT (Incl. detection.93% Buyer Stock Information 1 Day Before Announcement Date Mar-26-2014 Share Price (£ ) 1.21 16. Equity Inc.. Offered Equity Value Multiples. and government organizations to migrate.8x 0. 0.99% 52 Week Low (£ ) 0. automate.40% Premium Analysis Target Premiums Price per share (£ ) Premium One Day Prior 0.8x Value Value Target Stock Information 1 Day Before Announcement Date Mar-25-2014 Share Price (£ ) 0. Company Name: Intellvisions Software Ltd Primary Industry: Storage and Peripherals Website: www. utilities. 0.63 132.09 52 Week High (%) 88.13 52 Week Low (%) 166. a queue management solution that provides real-time branch analytics and customer intelligence. HR.22 10. 2015. and Veredian networked energy saving solutions that are network devices. information systems. Experia digital signage solutions.com Headquarters: Maharashtra. Its products include OptiQ. identification. As of June 23.2x 44.3x Net Income Net Income Implied Equity Value/Book Implied Equity Value/Book 0. iserve self-service kiosks. Ops. tracking.41% 52 Week Low (£ ) 0.012 Total Revenue (£ mm) 3.com/ciqdotnet/transactions/transactionDetail.03 Investments (£ mm) Earnings from Cont. which provides energy management functions within ATM kiosks.08 Net Debt (£ mm) (0.9x Value/LTM Total Revenues Value/LTM Total Revenues Implied Enterprise Implied Enterprise 9. iwatch advanced surveillance systems. and maintains digital ATM surveillance systems. including cameras and DVRs.97 (£ ) https://www.86 EBITDA (Incl.08 1.84 Total Debt (£ mm) 0.8x 0.33% mm) (%) 52 Week High (£ ) 0. including check in. and e-government kiosks. telecom.0% One Week Prior 0. healthcare. and manage customer facing business processes to self-service channels in India and Dubai.81% mm) (%) 52 Week High (£ ) 2. iwatch security surveillance systems and monitoring solutions.3x Value/LTM EBIT Value/LTM EBIT Equity Value Multiples.16 53.42 52 Week Low (%) 442.capitaliq. self service terminals. 21-07-2015 . Intellvisions Software Limited was incorporated in 1995 and is based in Navi Mumbai. India Business Description Intellvisions Software Limited provides self-service technologies that enable financial institutions. and telecom cell sites.86 Market Capitalization (£ LTM Total Stock Return 33.41 41. develops. such as convergence.00 from Affiliates) (£ mm) Total Cash & ST Net Income (£ mm) 0. Offered Enterprise Value Multiples.0% One Month Prior 0.intellvisions.. Current/Final Implied Enterprise Implied Enterprise 0.8% Target Company Details Intellvisions Software Ltd Technology Hardware. and specialized products. small format retail outlets. The company designs. Target LTM Financial Information and Balance Sheet as of: Sep-25-2013 Period Ending: Mar-31-2013 Exchange Rate = 0.aspx?transactionI.1x Value/LTM EBITDA Value/LTM EBITDA Implied Enterprise Implied Enterprise 17. Equity Inc. Insight customer feedback systems for gathering. 0. and related subsystems. Intellvisions Software Ltd operates as a subsidiary of aurionPro Solutions Limited.8x 10. and analyzing customer responses. manufactures.

Company Relationship Information Relationship Type: Prior Investment Percent Currently Held Percent Sold (%): . https://www. Asset Management Arm Elara Capital Plc.com/as.. Greater London. Asset Management Arm is a privately owned investment manager. Ltd.. Asset Management Arm is based in London.aspx?transactionI. United Website: www.23000 - (%): Proprietary Relationship Details Percent of Funds Invested Return On Investment (%): . The firm provides its services to individuals and institutions.43 mm) Seller Company Details Elara Capital Plc.(%): - (Proprietary Data Only) (Proprietary Data Only) Investor Notes: (Proprietary Data Only) Elara India Opportunities Fund Asset Management and Seller Name: Elara India Opportunities Fund Primary Industry: Custody Banks Greater London.elaracapital. - (%): Proprietary Relationship Details Percent of Funds Invested Return On Investment (%): . United Website: Headquarters: overview.capitaliq.aurionPro Solutions Limited (BSE:532668) > Transaction Details > Merger/Acquisition Page 4 of 5 Total Common Equity (£ 4. Company Relationship Information Relationship Type: Prior Investment Percent Currently Held Percent Sold (%): 20. It invests in the public equity markets of India.82294 - (%): Proprietary Relationship Details Percent of Funds Invested Return On Investment (%): . India Business Description SAM Financial Services Private Limited operates as a non-bank financial company. Company Relationship Information Relationship Type: Prior Investment Percent Currently Held Percent Sold (%): 1. It invests in the public equity markets. Elara Capital Plc. India. The company was incorporated in 2009 and is based in Mumbai.(%): - (Proprietary Data Only) (Proprietary Data Only) Investor Notes: (Proprietary Data Only) Verdia Marble Pvt Ltd Seller Name: Verdia Marble Pvt Ltd Primary Industry: Website: Headquarters: Rajasthan.shtml Kingdom Business Description Elara Capital Plc. India.elaracapital. The firm operates as a subsidiary of Macquarie Group. 21-07-2015 .com/eiof.com/ciqdotnet/transactions/transactionDetail. Asset Asset Management and Seller Name: Primary Industry: Management Arm Custody Banks www. United Kingdom. India Business Description Verdia Marble Pvt Ltd is based in Udaipur.shtml Headquarters: Kingdom Business Description Elara India Opportunities Fund is an equity mutual fund launched and managed by Elara Capital Plc.(%): - (Proprietary Data Only) (Proprietary Data Only) Investor Notes: (Proprietary Data Only) SAM Financial Services Private Limited SAM Financial Services Private Seller Name: Primary Industry: Specialized Finance Limited Website: Headquarters: Maharashtra. Elara India Opportunities Fund is domiciled in Mauritius.

renovation. customer communications management solutions. auto. It also offers lending systems that comprise Corporate Loan Origination System. 21-07-2015 . 5.27 EBITDA (Incl. and managed and hosted services.(%): - (Proprietary Data Only) (Proprietary Data Only) Investor Notes: (Proprietary Data Only) Buyer Company Details aurionPro Solutions Limited (BSE:532668) aurionPro Solutions Limited Buyer Name: Primary Industry: Application Software (BSE:532668) Website: www.77 mm) * Denotes that the information is proprietary.com Headquarters: Maharashtra. such as identity management services. technology consulting. and supplier collaboration and visibility. outsourced product development.Total Investment (£ mm): - mm): Percent Currently Held Percent Acquired (%): 100. the company provides enterprise IT services comprising information security consulting.. Historical Equity Pricing Data supplied by https://www. 4. mobile app development. Web center services. it offers Oracle implementation services. SmartLender SME.com consulting. a loan origination system that caters to small and medium sized enterprises’ financing needs.aurionPro Solutions Limited (BSE:532668) > Transaction Details > Merger/Acquisition Page 5 of 5 Company Relationship Information Relationship Type: Prior Investment Percent Currently Held Percent Sold (%): 3. Further. and Aurionpro Payments Framework that provides a suite of plug-and-play components to deliver payments solutions to meet needs of payments processors. Aurionpro Solutions Limited was founded in 1997 and is headquartered in Mumbai. Equity Inc.04 Minority Interest (£ mm) - from Affiliates) (£ mm) Total Cash & ST Net Income (£ mm) 5.52 Total Debt (£ mm) 13.91 (£ mm) Diluted EPS before extra 0. project logistics. In addition. and process management consulting. distribution.36 Investments (£ mm) Earnings from Cont. a credit risk management system. such as iCashPro product suite. a Web-based cash management solution for banks. The company provides payments platforms.00000 (%): Proprietary Relationship Details Percent of Funds Invested Return On Investment (%): .86 Total Preferred (£ mm) - from Affiliates) (£ mm) EBIT (Incl. a central liability solution that helps banks manage and mitigate credit risks while supporting Basel II requirements. and merchants.00000 100. enterprise content management and portal consulting. India Business Description Aurionpro Solutions Limited develops software platforms and provides consulting services primarily in India and internationally. and other loans.010 Total Revenue (£ mm) 61. 5. Proprietary data is in USD only. Oracle-based cloud and mobile solutions. India. and SCMProFit.65 Net Debt (£ mm) 11.64 1. Equity Inc.capitaliq. salesforce.. FSCM (financial supply chain management) platform. Additionally.com/ciqdotnet/transactions/transactionDetail. and SmartLender CLIMS. SmartLender Retail product suite that assists credit officers with decision making around applications for mortgage. Ops. consumers. a supply chain management software for warehousing. the company provides retail and corporate Internet and mobile banking solutions. manufacturing.aurionpro. Company Relationship Information Current Subsidiary/Operating Relationship Type: Lead Investor: No Unit Current Investment (£ .(%): - (Proprietary Data Only) (Proprietary Data Only) Investor Notes: (Proprietary Data Only) Buyer LTM Financial Information and Balance Sheet as of: Feb-14-2014 Period Ending: Dec-31-2013 Exchange Rate = 0.41893 - (%): Proprietary Relationship Details Percent of Funds Invested Return On Investment (%): .aspx?transactionI.32 Total Assets (£ mm) - (£ ) Total Common Equity (£ 50. apps services. freight forwarding.