Professional Documents
Culture Documents
MAY 2023
W
1. Who We Are
Built by entrepreneurs, MergerTech offers world class
investment banking services specifically for technology
enabled firms.
M E R G E R T E C H
44
1997 2005 2006 2007
MERGERTEC 2009
FOUNDED
+65
DEALS
OVERVIEW
WE KNOW DIGITAL
MergerTech Closed Transactions
Advised
Advised
Acquired By Acquired By Acquired By Acquired By Sold Stake To Acquired By On its acquisition of Acquired By
(GREY GROUP)
6
As far as digital agency M&A
goes, we are second to none
Others Manager
9
DEEPLY ENTRENCHED WITH DIGITAL
SERVICES ACQUIRERS
MANAGEMENT
IT CONSULTING CONSULTING MARKETING SERVICES PRIVATE EQUITY
MergerTech has relationships and Our 1,000+ existing relationships help We have completed over 65 transactions
maintains regular contact with highly drive buyer engagement and bring with leading technology and Fortune 500
acquisitive, best-of-breed buyers strategic value to clients companies and private equity firms globally
10
• Compass UOL is a subsidiary of Grupo • Advised two sellers on transactions with • Drove a highly competitive
UOL, one of the largest content, technology, Mountaingate Capital portfolio companie process with Perkuto ultimately
services, and media companies in Brazil • Infield Digital acquisition was transformational transacting with MERGE, a
• MergerTech brought to Compass UOL UOL for Bounteous bringing market-leading AEM portfolio company of Keystone
its first two US-based digital services assets: expertise, relationships at the highest levels Capita
Content Thread and EDGY Lab within Adobe, and client relationships with • The Perkuto transaction was key
• Content Thread was critical in helping Tesla, Dropbox, and Adobe itsel for strengthening MERGE’s
Compass UOL establish its US presence • This established Bounteous’s leadership relationships with Adobe and
beginning with Adobe Marketing Cloud position in the AEM ecosystem and the establishing leadership in
Services then adding commerce-focused subsequent acquisition of Demac Media further marketing operation
SEO consulting in EDG solidified its e-commerce expertis • High visibility into MERGE’s
• EDGY Labs was referred to MergerTech by • Infield Digital developed the reference playbook to create a next-
another global business transformation connector between AEM and Magento, a key generation, digital-first services
agency, a testament to our work in the spac positioning point in light of Adobe’s acquisition platfor
• We are now working with Compass UOL on of Magent • Deep relationships with the
the buyside and most recently advised on a • Strong relationships with Bounteous leadership Keystone Capital team
marquee transaction in Avenue Code and the Mountaingate team, the leader in mid-
market digital services private equity investing
11
m
Client Buyer
Client Buyer
Canada-based client with a distributed team in
Canada and the US; buyer was a US-based PE-
backed agency
US-based client with a large presence in Brazil;
buyer was one of the largest global agency holding
companies
Client Buyer
13
e
2. What We Do
We
DELIVER
For Exceptional Clients
15
Uniqueness Matters
• World-class digital product and • Connected experiences • True end-to-end digital • Emerging technologies
innovation agency transformation partner
• One of the first agencies to • One of the first agencies to
• Wide acclaim in the industry, build home automation • Re-imagining experiences for build VR/AR and voice-enabled
recognition from Apple products digitally-lagging enterprises experiences
16
What We Achieved
• Drove a competitive process • Competing banker had • Ran a global process, • Structured deal to capture
yielding multiple offers from marketed the company for a approaching over 150 qualified current as well as near-term
financial sponsors and strategic year with no results strategic and financial buyers, future value
acquirers generating 6 offers
• We re-positioned the company • Negotiated a short earnout to
• Received LOIs from the and received an offer from a PE • Negotiated offer from bridge the gap between current
majority of holding companies firm within 45 days alternative buyer after original and future performance and to
and a number of notable PE buyer walked out of the deal optimize overall achievable
groups • Drove a competitive process, deal value
yielding multiple bids • Ran an accelerated process to
close in just 35 days
17
We Help Clients
CAPITALIZE
On Digital Expertise
18
SUCCESS STORIES
M E R G E R T E C H
• Y Media Labs is a fast-growing, digital innovation company creating world-class digital experiences for
established brands and category leader
• We worked with the company for 6 months prior to going to market, and in doing so, were able to
capitalize on rapid growth, a strong sales pipeline, and momentum from exciting new work with Apple’s
Health Ki
• MergerTech ran a competitive bidding process that drove pricing and yielded several compelling offers
from both financial sponsors and strategic acquirer 2nd Bite of the Apple
• Since Y Media Labs believed strongly that the equity would appreciate over time, a final deal was
structured whereas MDC Partners would acquire 60% of the company thereby enabling a liquidity event Combination of distributions, earnout, and exercise of
while allowing the sellers to benefit from the remaining 40% stake the put/call option on the remaining 40% stake
C O N F I D E N T I A L
Annual distributions
SUCCESS STORIES
M E R G E R T E C H
• Raizlabs was a fast-growing mobile innovation and emerging technologies agency. In 2017, we advised Raizlabs on its sale to Rightpoint, one
of the largest independent customer experience agencies in North America backed by private equity group Stella Point Capital
• Raizlabs’ team of world-class product design and technology talent helps marquee brands envision and deliver innovative products that
transform clients’ businesses and industries
• As part of the transaction, approximately 33% of the consideration was in the form of rollover equity in Rightpoint
• In October 2019, Rightpoint was acquired by Genpact and as a result the founders of Raizlabs achieved a ~3x return on the rollover equity in
Rightpoint over a period of just two years
C O N F I D E N T I A L
acquired by
33%
67%
• Infield Digital was a leading digital experience consultancy providing Adobe Experience Platform solutions that integrate with eCommerce
systems. MergerTech advised Infield Digital on its sale to Bounteous in 2018
• As a certified Adobe, Magento, and Elastic Path Business Partner, Infield Digital designed modern digital experiences on a foundation of data,
design, and engineering for clients such as Adobe, Cloudera, Dropbox, Informatica. As experts in AEM and Magento, Infield Digital were the
architects behind the connector between the two platforms
• Following Adobe’s then recent acquisition of Magento, the acquisition of Infield Digital was highly strategic for positioning Bounteous as a
leader in personalized commerce experiences powered by AEM + Magento
• As part of the transaction, approximately 30% of the consideration was in the form of rollover equity in Bounteous
• In August 2021, Bounteous was sold to New Mountain Capital and as a result, the founders of Infield Digital achieved a ~5x return on their
rollover equity investment after just 3 years
C O N F I D E N T I A L
acquired by
30%
70%
• Founded in 2008, ArcTouch is a full service Interactive digital agency, creating business-transforming mobile applications for some of the world’s
greatest brand
• The company had hired another well-known investment bank who ran a marketing process for ArcTouch for over a year without any succes
• After little progress, ArcTouch retained MergerTech, who completely repositioned the company, and prepared new marketing material
• Received first bid letter within 45 days of going to marke
• MergerTech’s process eventually yielded several other bids, including one which was at a substantial premium to the original offe
• Sold the company to Grey Group, a WPP company, achieving an optimal outcome from both a strategic and valuation standpoint
C O N F I D E N T I A L
22
s
SUCCESS STORIES
M E R G E R T E C H
• PointSource is a high-growth digital transformation consulting firm with 90+ employees bringing together business strategy, marketing,
design, and technolog
• Spent a significant amount of time refining PointSource’s marketing message, ultimately helping the company redefine itself as a
design-led, digital transformation partne
• MergerTech then conducted a broad marketing effort, approaching over 150 qualified strategic and financial buyers, generating 23
management meetings and 6 LOIs
C O N F I D E N T I A L
&
P R O P R I E T A R Y
23
y
SUCCESS STORIES
M E R G E R T E C H
• In January of 2017 PointSource signed a LOI and entered into diligence with a global consultancy; after over 3 months of ongoing
diligence, the buyer dropped out of the dea
• Within one week, MergerTech negotiated offers from several alternative buyers, ultimately entering into due diligence with Globant, one
of the fastest-growing digital technology services firms in the worl
• MergerTech closed the deal with Globant on an accelerated timeline, just 35 days from the signing of the LOI to close
C O N F I D E N T I A L
&
P R O P R I E T A R Y
24
l
SUCCESS STORIES
M E R G E R T E C H
For Perkuto we Our process and Of the interested Out of the 12 interested Through a competitive bidding process we received 6
identified a limited set of company positioning parties, we narrowed parties, 6 submitted competitive offers for Perkuto. We were able to increase
40 buyers across the resulted in a large down the field and 12 LOIs. The process was the ultimate buyer’s offer by 35% over the course of the
global consulting firms, number of buyer targets participated in competitive resulting in negotiation process
marketing agencies, interested in learning management calls and a great outcome for our
and PE-backed digital more about Perkuto follow-on pre-diligence client
services platforms
6 35% Increase in
12 Valuation
20
C O N F I D E N T I A L
40
&
P R O P R I E T A R Y
25
3. Our Differentiators
WHY MERGERTECH
M E R G E R T E C H
1. SENIOR LEVEL ATTENTION 2. TECH + BULGE BRACKET + PE 3. COMPLEX DEALMAKING 4. EXPERT POSITIONING
MergerTech’s senior bankers are MergerTech’s team has background We have a track record of getting At MergerTech we leverage our
involved at every step of the process. as operators in technology complex and difficult deals to technology background to truly
There is no such thing as a small companies, bulge bracket banking, completion. We’ve completed cross- understand the client business inside
deal at MergerTech. and on the buy-side in private equity. border transactions with complicated and out. This allows us to uncover
With this experience we structure structuring and tax issues. key positioning points that drive the
transactions to yield optimal results story and investment rationale to
for clients. generate successful outcomes.
C O N F I D E N T I A L
We have a long list of happy clients Not only do our clients recognize our We have repeatedly showcased an At MergerTech, we only take clients
&
that are willing to vouch for our exceptional work, but so do the ability to command premium where we know we can succeed. As
P R O P R I E T A R Y
commitment to their deal. We are true buyers. When seeking a trusted valuations for our clients. Our a result our close rate in the digital
partners to our clients. advisor for a client referral, buyers process, industry knowledge, and services space is over 90%. Almost
have repeatedly turned to buyer intelligence allow us to foster all of our clients have been through
MergerTech. competitive bidding environments. referrals from past clients and buyers.
27
WHAT OUR CLIENTS HAVE TO SAY
M E R G E R T E C H
Content \ Thread
“Rohit and the MergerTech team are “MergerTech brought a substantial “Rohit and MergerTech took us from
extremely knowledgeable, always foundational knowledge about our just a thought, an idea about an exit to
available and smart, hard workers. industry which facilitated finding an a real exit in less than a year. They
They bring the highest attention to ideal acquisition target that aligned with guided us through the process and
detail you can expect from a true our company culture and values. The helped us with strategic initiatives that
partner along your side. They took the MergerTech team was responsive, maximized the value of the company
time to carefully understand our represented our business with integrity and made sure we feel satisfied about
business and reflected its strengths as and negotiated strongly on our behalf. the returns after years of the hard
C O N F I D E N T I A L
part of the negotiations with the buyer. We would recommend them without work.”
They were incredibly helpful teaching doubt.”
us at every step of the process. Clearly
they had our interests at the center of
&
“MergerTech was the perfect choice for “We are extremely pleased with the “Rohit and the MergerTech team are
us to go out to the market and look for outcome and representation that incredible partners, with a big focus on
the best partner. They did a terrific job MergerTech provided. The MergerTech our long-term success. Their
in not only being an advisor but actually team really understands our industry mentorship has been invaluable, and
reviewing every possible legal and provided us with the right guidance their knowledge of the industry truly
document and working very closely to take ArcTouch to the next level.” impressive. MergerTech truly went
with our legal team. We could not have above and beyond to understand what
C O N F I D E N T I A L
been happier with the outcome they got made our company so unique,
for us. They are awesome! immersing themselves in all the
aspects of our company to ensure a
successful outcome.”
&
P R O P R I E T A R Y
29
o
“Building a company and selling a company are two very different things.
MergerTech was all we could have hoped for as both an advisor and an
advocate. Rohit and his team took the time to understand what we were
looking for and clearly cared more about negotiating for our interests than
just closing a transaction. From experience they explained the
conventions and variables of the deal and consistently gave us sound
advice, then really rolled up their sleeves and got their hands dirty shoring
up our materials. MergerTech was endlessly patient even in the toughest
situations and got us through an accelerated closing. I highly recommend
Rohit and his team to anyone considering a merger or an acquisition.”
— Marc Infield
President, Infield Digital
30
4. Our Process
Preliminary Process Negotiation
M E R G E R T E C H
1 4
We will help you evaluate your M&A After marketing is complete, MergerTech
objectives, establish a valuation range, will gather and help you evaluate LOIs in
and identify the best possible strategic and order to negotiate the best possible terms
financial buyers for your business for you and your company
3 Marketing
We will then commence marketing of your
OUTCOME FOCUSED
&
32
32
1 2 3
Materials Developmen Outbound Marketin Inbound Marketin
Duration: 2 - 3 week Duration: 2 - 3 week Duration: 3 week
Time commitment by deal team Time commitment by deal team Time commitment by deal team
Client
C O N F I D E N T I A L
50% 50%
P R O P R I E T A R Y
MergerTech
MergerTech 40%
90%
33
Note: Most phases overla
s
4 5 6
LOIs & Negotiatio Due Diligenc Purchase Agreement
Duration: 2 - 3 week Duration: 4 week Duration: 4 weeks (in parallel with due diligence
Time commitment by deal team Time commitment by deal team Time commitment by deal team
C O N F I D E N T I A L
Buyer Execs
&
50%
P R O P R I E T A R Y
34
Note: Most phases overla
I
5. Our Team
PARTNER / MANAGING
M E R G E R T E C H
DIRECTOR
Rohit is responsible for managing client engagements in the areas of IT Services, Enterprise Mobility, Telecom Software
and Social Media. Rohit has over ten years of Investment Banking and Private Equity experience across the US, Asia
Pacific and Middle East and six years of Project Engineering experience at a world-leading provider of wireless technology.
Prior to joining MergerTech, Rohit was the head of the Technology, Media and Telecommunications corporate finance
practice at Avista-Houlihan Lokey, a Pan-Asian Investment Banking advisory firm with a strong focus on cross-border M&A
and restructuring practice. While at Avista-Houlihan Lokey, Rohit initiated several relationships with Corporates and
Regional Private Equity / VC’s to help manage deal flow and originate new client engagements that fit the mid-market
strategy of the firm. Rohit previously worked at Bear Stearns and SG Cowen in New York in the Technology, Media and
Telecom sector where he advised on M&A and capital markets transactions for a broad range of large-cap clients, including
Nortel Networks, Time Warner, Viacom, Disney, Avaya and Savvis.
Rohit started his career at Qualcomm in California as an Engineer. He was an initial member of the CDMA 2000 software
development team, and led the first 3G integration trials in South Korea. While at Qualcomm, Rohit was awarded a US
Patent for designing and implementing a system which significantly improves the system capacity of a CDMA cellular
network.
C O N F I D E N T I A L
Rohit received an MBA from Cornell University and an M.S. in Computer Science from Drexel University.
&
P R O P R I E T A R Y
Rohit Malhotra
Partner /ManagingDirector
36
36 MERGERTECH // EDELWEISS
PARTNER / MANAGING
M E R G E R T E C H
DIRECTOR
David is responsible for managing the firm and has expertise in the areas of Software, Data and Data Analytics, Media
and Emerging Growth including Mobility, Social Commerce and Location Services. He has 25 years of experience in
financial management, business capitalization and technology company management
Since joining MergerTech in 2010, David has closed transactions for clients including big data analytics, mobile
software, healthcare software, and social graph driven ecommerce. Clients include pre-revenue IP sales, and often
involve companies with prior venture financing
Prior to joining MergerTech, David was the head of finance and acting CFO at Rearden Commerce (now Deem), an
enterprise software company where he led private equity financing rounds and debt financing which raised over $175M
in new capital, as well as managed the acquisition of two technology companies. He was director of finance at
Menerva Technologies, Inc., a software development company, responsible for the successful effort to secure venture
funding and subsequently the eventual sale of the business to a publicly traded software company. Thus he has
managed the entire M&A process from both sides of the table, including the investor presentation, negotiations, due
diligence, closing and post-closing activities
David was founder of an Internet start-up for which he negotiated venture funding and has also performed financial
management roles in several firms outside of the technology sector
C O N F I D E N T I A L
David earned a bachelor degree in business administration from the Haas School of Business at University of
California, Berkeley, and an MBA with high honors from Harvard Business School
&
P R O P R I E T A R Y
David Shohet
Partner/ManagingDirector
37
.
VICE PRESIDENT
M E R G E R T E C H
Edward is responsible for performing company valuations, developing industry analyses, and supporting the
execution of M&A transactions from the initial go-to-market phase through due diligence and closing. He has over a
year of experience with MergerTech as an Associate and close to two years of experience in the M&A space on
both the buy-side and sell-side
Prior to joining MergerTech Edward worked at Adirondack Growth Capital, an operator-centric search fund focused
on long-term investments in small to medium sized businesses. There he helped evaluate investment opportunities
in the insurance, financial services, and business services industries
Edward did his undergraduate studies at Dartmouth College in Hanover, NH where he earned his BA in
Mathematics.
C O N F I D E N T I A L
&
P R O P R I E T A R Y
Edward Nepomucen
Vice Presiden
38
VICE PRESIDENT
M E R G E R T E C H
Frank joined MergerTech in 2010 and is responsible for managing client engagements throughout the M&A
process in the areas of Software, Analytics, Mobile Technology, and more broadly, Emerging Technologies.
Frank has over 10 years of experience in the technology industry as entrepreneur, advisor and investor.
Frank is passionate about technology because, as Arthur C. Clarke aptly once put it: “any suf ciently
advanced technology is indistinguishable from magic”
Prior to joining MergerTech, Frank worked as an expatriated Senior Consultant in São Paulo, Brazil for Vila
Nova Asset Management, a nancial investment consultancy focusing on global asset allocation strategies
as well as private placements. Frank was responsible for client development as well as providing
investment strategy recommendations and portfolio simulations. Before that Frank was part of the start-up
team at Hotgrinds.com, an advanced web analytics solution providing opinion mining and sentiment
analysis based on natural language processing funded by Allen & Co
Frank studied Political Science at the Institut d’Études Politiques (sciences-Po) in France and studied
International Relations, Economics and Finance at the London School of Economics (LSE) where he
received a BSc with Honors. Frank speaks uent French and Portuguese
Frank is an early investor and advisor to the Y Combinator alumnus REVL, an ultra-stable action camera
with arti cial intelligence editing and instant sharing
C O N F I D E N T I A L
Frank is an avid kiteboarder and surfer. Whenever the conditions are right, he will be in the water, rain or
shine, chasing wind and waves with his dog Lila
&
P R O P R I E T A R Y
Frank Jarolimek-Prone
Vice Presiden
39
39 MERGERTECH // EDELWEISS
fi
t
fi
r
fl
.
fi
Thank You.
Headquarters
MergerTec
1111 Broadwa
Suite 30
Oakland, CA 94607
Contact Us
Rohit Malhotra, Managing Directo
rmalhotra@mergertech.com
Edward Nepomuceno, V
enepomuceno@mergertech.com