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Q3-2008 Review
Software and IT M&A Outlook:
Tech M&A: Liquidity in Troubled Times?

Tuesday, October 21, 2008


9:00 am – 10:30 am PT

www.corumgroup.com
Liquidity in Troubled Times

With financial markets in chaos:


 Public markets are closed

 Venture Capital has dried up

 Recapitalizations are slow

 Fear is the dominant emotion

And, valuations are lower.

Corum Group Presentation ■ 2


Liquidity in Troubled Times

So, how do you preserve wealth


and fight back?

Is now a good time to test the


markets?

Corum Group Presentation ■ 3


Six Benefits of a Global Search

 Software/IT M&A is still very active

 The tech sector is doing better than most

 Transactions are yielding very attractive relative value

 It’s a defensive move

 New relationships may enhance your value

 You’ll improve your business model

Corum Group Presentation ■ 4


Middle Market Software M&A Specialists

 M&A specialists since 1985

 Software and IT experts – mostly former CEOs

 Offices in Europe, Canada, Latin America and United States

 200+ transactions completed

 $6 billion in wealth created

 60% cross-border transactions

 Host of Selling Up Selling Out conferences

 Host of multi-national Merge Briefings

 Sponsor of World Financial Symposiums conferences

 Publisher of industry-leading M&A research

Corum Group Presentation ■ 5


Agenda

1Market Insights

2International Activity

3Sector & Transaction Analysis

4Discussion

Corum Group Presentation ■ 6


Headlines Tell the Story

“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

“Wall Street Beat: IT M&A Provides Opportunities”


“M&A – The Best Investment Game in Town” Washington Post, March 2008
Moneyextra.com UK, May 2007
“Small M&A Deals Flourish”
IDG News, June 2008
“Market Pressures Test Resilience of Buyout Boom”
Wall Street Journal, June 2007
“Wall Street’s Crisis Hurts Companies Big and Small”
Wall Street Journal, September 2008

“Dry-Up in Debt Won’t Deter Tech Deals”


Barron’s, September 2007
“Worst Crisis Since ‘30s, With No End Yet in Sight”
Wall Street Journal, September 2008

“Time to Celebrate; 2007 Breaks M&A Record”


Wall Street Journal, October 2007 “Software Deals May Heat Up, Analyst Says”
New York Times, October 2008

“M&A Seen on the Brink After Record 2007” “Tech’s Next Step: More M&A?
Reuters, December 2007 CNET, October,
2008

“Tech Cos Seen Going M&A Route, Not IPO in 2008” “Markets 7-Day Rout Leaves U.S. Reeling”
Reuters, December Wall Street Journal, October 2008
2007

Corum Group Presentation ■ 7


Good Times Over?

 Widespread impact of mortgage market fallout


 Financial institutions failing
 World financial markets in turmoil
 Coming off the worst one-day market decline in history
 Credit markets shut down In spite of problems,
M&A deals are getting
 Uncertainty regarding bailout plan done.
 Economic indicators negative
Important not to get
 IPOs continue to contract carried away with the
 doom and gloom.
Energy and commodity prices declining
But, be realistic.
 Consumer spending slowing
 Corporate earnings down
 Recession a reality
 Corum Software Peer Group valuations down

Corum Group Presentation ■ 8


Impact on Equity Markets
10

0
1-Oct-07 1-Nov-07 1-Dec-07 1-Jan-08 1-Feb-08 1-Mar-08 1-Apr-08 1-May-08 1-Jun-08 1-Jul-08 1-Aug-08 1-Sep-08 1-Oct-08

-10

-20

Nasdaq
-30 NYSE
S&P 500
FTSE
-40 TSX

-50

-60

-70

-80

Corum Group Presentation ■ 9


Turmoil Creates Opportunity

Even during tough times, technology creates new opportunities…

New IT expenditures slowing


 MicroFocus is a provider of application modernization and management software

 Takes advantage of companies spending less on new IT by modernizing old

 Strong growth in the battered financial services sector, due to increased consolidation

 Predicting double digit organic sales growth, with no indication of a slowdown

Rising fuel costs and environmental concerns drives advancement in alternatives


 GridPoint is a clean tech firm serving the electric utilities, consumer and environment

 Has just raised $120 million equity financing

 Deploying funds via acquisition strategy to expand product offering to utilities

 Acquired V2Green which provides plug-in electric vehicle grid technology enabling utilities to ‘smart charge’ electric

vehicles anywhere in the utilities service territory

Corum Group Presentation ■ 10


What the Analysts Are Saying
Top 10 Application Software Companies by Market Cap
Company Current Month Three Months ago
Strong Buy 15 Buy 10 Hold 10 Strong Buy 15 Buy 9 Hold 9

Strong Buy 10 Buy 11 Hold 6 Strong Buy 11 Buy 10 Hold 5

Strong Buy 2 Buy 1 Hold 12 Strong Buy 2 Buy 0 Hold 13

Strong Buy 9 Buy 8 Hold 7 Strong Buy 7 Buy 7 Hold 9

Strong Buy 0 Buy 6 Hold 9 Strong Buy 0 Buy 4 Hold 9

Strong Buy 4 Buy 3 Hold 5 Strong Buy 4 Buy 3 Hold 6

Strong Buy 4 Buy 3 Hold 5 Strong Buy 2 Buy 4 Hold 5

Strong Buy 8 Buy 4 Hold 3 Strong Buy 8 Buy 4 Hold 4

Strong Buy 2 Buy 3 Hold 16 Strong Buy 3 Buy 4 Hold 13

Strong Buy 1 Buy 3 Hold 3 Strong Buy 3 Buy 2 Hold 2

Corum Group Presentation ■ 11


Large Cap Tech Stocks

Company Stock Price Stock Price % Change Year Ago Current Period Cash
10/15/2007 10/15/2008 Cash
Sun $6.11 $4.97 -18.66%   $3,620 $2,700

Microsoft $29.60 $22.66 -23.45%   $6,111 $21,170

IBM $116.24 $88.29 -24.05%   $14,991 $9,850

HP $50.90 $38.61 -24.15%   $11,293 $14,850

Oracle $22.07 $15.95 -27.73%   $6,218 $13,020

Symantec $20.59 $14.04 -31.81%   $2,559 $2,290

SAP $54.53 $33.73 -38.14%   $3,151 $2,040

Apple $166.98 $97.95 -41.34%   $9,352 $20,770

Google $620.11 $339.17 -45.30%   $6,082 $12,730

Cisco $32.79 $16.57 -49.47%   $3,728 $26,240

EMC $22.56 $9.77 -56.69%   $4,482 $5,860

Nokia $35.48 $15.11 -57.41%   $3,130 $11,020

Yahoo $27.86 $11.75 -57.82%   $1,514 $3,070

Corum Group Presentation ■ 12


Sellers’ Concerns

 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 impact on markets
 How to achieve Liquidity

All reasons to be in market now.

Corum Group Presentation ■ 13


Things To Do Now

 Adjust quickly to changing times


 Cut expenses wherever you can – conserve cash
 Manage for breakeven or better
 Consider M&A now – it takes time to do a deal
 Focus on selling your product and generating cash
 Expand your reach with partnerships and broader channels
 Arrange relationships in advance of funding or M&A event
 Keep your foot on the gas – don’t be a deer frozen in the headlights

. . . All in same boat – no quick fixes

Corum Group Presentation ■ 14


The Silver Lining

On the plus side:


 Buyout firms have capital to invest
 Technology revenues and IT spending steady
 Earnings remain mostly positive
 Forward analyst estimates look good
 PE buyers see opportunity in the coming months
 Most buyers still active
 Weaker competition will not survive
 Strong cash reserves

Deals are getting done for quality companies

Corum Group Presentation ■ 15


Current M&A Market

Broad Market Technology Market


2008 YTD Global Deal Volume High tech deals for Q3:08 $37 billion, down
$2.73 trillion, down from $3.6 trillion from $58 billion

Strategic buyers remain active


Unsolicited and hostile deals rose
almost two-fold to 22.1% Private equity getting back into the game

Overall Deal Volumes down 25% Consolidation continues across most


• Strategic 16% sectors
• Private Equity 74%
Companies of all sizes continue to be
aggressive buyers

Companies in emerging countries are


viewed as buyers, not just targets
• Asia
• Eastern Europe
• Latin America

Corum Group Presentation ■ 16


Public Valuation Multiples

Median EV/S Multiples


3

1
Q1:08
Q2:08
0
Q3:08

Corum Group Presentation ■ 17


Private Equity – Credit Impact

 Deal volumes by PE down dramatically from 1H:07


 Funding issues slow deal closings
 Uncommitted funds still high – $400+ Billion
 Pressure to invest strong
 Many PE have broad technology portfolios to build on – leading to PE-backed
strategic acquisitions by portfolio companies
 Some highly leveraged PE funds/buyers saved from correction by sub-prime
melt-down

Private Equity on sidelines, waiting for market to bottom?

Corum Group Presentation ■ 18


Strategic Buyers Still Active

Filling void left by private equity


 Less impacted by credit crunch
 Strong balance sheets
 Equity values down
 Doing deals under currently favorable antitrust environment
 Business as usual for many
 Strength of non-U.S. buyers (still strong Euro)
 Converging markets / new models spur M&A
 Accommodate sellers looking to close deals before tax increases

Corum Group Presentation ■ 19


Update: A Recently Launched Corum Client

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)
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

Corum Group Presentation ■ 20


Interest Translating into Deals

Current examples of
buyer interest across
multiple sectors:

Sector Interested Parties

Internet Infrastructure 17
Marketing 16
Vertical Market 16
Financial Services 15
Security 14
Compliance 14
Gaming 12
Embedded Technologies 12

Interested parties from billion-dollar household


names to unknown companies

Corum Group Presentation ■ 21


Global M&A Activity

 Feeling effects of U.S. credit crisis


 Cross-border transactions vital aspect of M&A strategy
 International M&A activity contributed over 40% to the total of announced
deals for last year and the trend to continues in 2008
 Europe and Asia both set records for deal volume in 2007
 U.S. sellers continue to look overseas for buyers
 Weak dollar attracting non-U.S. buyers
 Strong € makes European targets attractive to acquisitive international
buyers looking to increase revenues and profits based in stronger
currency

Corum Group Presentation ■ 22


Global Marketplace

60% of Corum’s recent transactions are cross-border

Cross-
border
60%
Intra-country
40%

A trend holding steady and seen throughout the technology industry

Corum Group Presentation ■ 23


International Scope

 Buyers less likely to be local


 New buyers from emerging countries increasing role in global M&A
 View international companies as both competitors and potential acquirers

Corum Group Presentation ■ 24


Recent Corum Transactions

Developer of
Provider of applications
collaborative 3D
support maintenance
authoring technology
services (ASM)
Microsoft – U.S. Sierra Systems – Canada
Caligari – U.S. RIS – Canada

Leading provider of event-


IT services provider
driven business application
to government and
automation and batch
commercial
integration technologies
organizations.
UC4 – Austria
TechTeam – U.S.
backed by Carlyle (UK)
RL Phillips – U.S.
AppWorx – U.S.

Provider of payment Provider of estimating


processing software and and earth measuring
service software for contractors

Purepay – U.S. Maxwell – U.S.


Creditron – Canada Quest – U.S.

Corum Group Presentation ■ 25


Recent Corum Transactions (Cont.)

Developer of 3D digital Electronic invoicing and


designs in the building, legal spend
plant and marine markets management solutions

Autodesk – U.S. DataCert – U.S.


NavisWorks – UK CorpraSoft – U.S.

Value-added distributor of voice, data


HR information systems for
and converged communications
middle market enterprises
solutions

Datatec – South Africa


BPO – U.S.
on behalf of Westcon
HR Microsystems – U.S.
CRANE – UK

Provider of estimating and Networking and lobby


earth measuring software for services for game
contractors publishers &
developers

Glaston – Finland Activision – U.S.


Albat+ Wirsam – Germany DemonWare − Ireland

Corum Group Presentation ■ 26


Recent Corum Transactions (Cont.)

Human capital management IT services and consulting


solutions

StepStone − Norway Ness Technologies − Israel


ExecuTRACK − Germany Logos − Czech Republic

Provider of security
software applications to Provider of network booting
the System i platform technology

Help/Systems – U.S. Double-Take Software – U.S.


On behalf of Audax emBoot - Canada
PowerTech – U.S.

Leading competency-
based, learning and
development software
company

Salary.com – U.S.
InfoBasis – UK

Corum Group Presentation ■ 27


G7 Deal Inflows and Outflows Q3:2008

Dollars Spent on Cross-Border Transactions – All Industries

-$40,000.00 -$20,000.00 $0.00 $20,000.00 $40,000.00 $60,000.00 $80,000.00 $100,000.00

UnitedStates -$30,034.00 $88,237.00

UnitedKingdom -$22,974.00 $15,391.00

France -$21,414.00 $2,424.00

Deal $ Inflow
Japan -$19,142.00 $569.00 Deal $ Outflow

Italy -$1,442.00 $18,083.00

Canada -$2,139.00 $8,699.00

Germany -$5,538.00 $3,275.00

Source: Reuters

Corum Group Presentation ■ 28


International Buyer Activity

Need to Look Internationally


Buyer Seller Value ($M)
Wolters Kluwer NV Addison Software $293.70
SunGard Data Systems GL Trade $402.40

Sophos Plc Utimaco Safeware AG $338.00

ABRY Partners Q9 Networks, Inc $339.60

Capgemini Getronics, Inc $399.80

Expedia, Inc Venere.com Undisclosed

Sumisho Computer Sys. B4 Consulting $753.10

Aladdin Knowledge Sys. Secure Computing Corp. $65.00

Ness Technologies, Inc Logos AS Undisclosed

Telvent GIT S.A DTN Energy $445.00

Infosys Technologies Axon Group* $753.10

*Seller looking at competitive bid


Corum Group Presentation ■ 29
India

Talk translates to action – India is shopping


 Over the last 18 months, India has been a bigger buyer than seller
 BRIC nations’ buy vs. sell ratios
 India 1 to 1
 Russia 0.3 to 1
 China ~ 0.1 to 1
 Brazil ~ 0.1 to 1

Representative Q3 Transactions
Buyer Seller Deal Value
HCL Technologies Liberata Financial Services Undisclosed

Cranes Software Cubeware GmbH Undisclosed

UTV Software Communications True Games Interactive Undisclosed

ITC ltd. Pyxis Solutions $25 million

Infosys Technologies Axon Group plc* $753 million

HCL Technologies Control Point Solutions $20.8 million

*Seller looking at competitive bid Corum Group Presentation ■ 30


International Buyers

Corum Group Presentation ■ 31


Corum’s Market & Sector Alignment

Horizontal Application Software Infrastructure Software

Vertical Application Software Internet

Consumer Application Software IT Services and BPO

Corum Group Presentation ■ 32


Software and IT M&A Activity YTD 2008

Where are the deals happening?


30%

25%

20%

15% Q1
Q2
10%
Q3
5%

0%
Horizontal Vertical Market Consumer Infrastructure Internet IT Services
Applications Applications Applications

Corum Group Presentation ■ 33


Software and IT M&A Activity – A closer look

Horizontal Application Software Market


Current Trends:
Public company valuations stable
Diverse group of buyers
Marketing software boosts CRM sector
Communications related technologies saw increased deal activity

Q3 2008 Horizontal Applications Market Breakdown (% of deals by subsector)


0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Business Intelligence
Communications
Content Management
Customer Relationship Management

Q3 . 1%
81 20.27% 13.51% . 6%
148 . 6% 81
67 . 1% . %
1622 . 6%
121 Enterprise Resource Planning
Human Resources
Other
SupplyChain

Corum Group Presentation ■ 34


Top Buyers

Active Private Equity Firms Strategic Buyers


PE Firms (partial list) Company # of Deals # of Deals Q1-
2007 Q3 2008
Carlyle Group
Google 15 3

Francisco Partners Microsoft 11 16

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

Vista Equity Accenture 6 6

Dell 6 1
Palladium Equity Partners
SAP 6 2
Vector Capital Yahoo! 6 3

Hellman & Friedman AOL 5 6

Autodesk 5 9

BT Group 5 4

CDC Software 5 2
Corum Group Presentation ■ 35
What Buyers are Looking For

An inside look at what buyers are telling us they want

General considerations
 Vertical market penetration and domain expertise

 Profitability not a requirement, but strongly preferred

 Emerging countries growing in popularity

Revenue considerations
 Emphasis on SaaS and recurring maintenance streams

 Some buyers have lowered their revenue minimums

 Many PE firms have a $2 million EBITDA minimum threshold

Assumptions based upon 100’s of profiles from both strategic and private equity firms

Corum Group Presentation ■ 36


Q3 Transaction – A closer look

International Security Vendors Join Forces

 Antivirus security software  Data encryption software


 FY 2008 revenue of $213 million  FY 2007/08 revenue of €59.2
 Headquartered in the U.K.  Headquartered in Germany

Deal:
€217 million ($314 million) for 75.5%
Largest deal ever completed by Sophos
Sophos took on debt to finance the transaction

Synergies:
Expands Sophos’ position into endpoint security
Increased scale of combined entity will create a more competitive firm
Broaden global presence

Other Details:
Private company acquires public company
Sophos pulled IPO last year, but adding Utimaco positions them re-new idea of IPO

Corum Group Presentation ■ 37


Transaction Highlights – Strategic

Buyer Seller Value (Millions) Sector

Cisco Systems Jabber Undisclosed

Red Hat, Inc. Qumranet $107

Comcast Interactive DailyCandy $125 (est)

JDA Software Group i2 Technologies $346

AOL Socialthing Undisclosed

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

Corum Group Presentation ■ 38


Transaction Highlights – Private Equity
Buyer Seller Value (Millions) Sector

ABRY Partners Q9 Networks $339

Hellman & Friedman LLC SSP Group Holdings $393

Bedford Funding Authoria, Inc. $63

Marlin Equity Chelford Group plc Undisclosed

JMI Equity Halogen Software Undisclosed

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 – Cross-Border

Buyer Seller Value (Millions) Sector

Serco Group plc SI International $423

Sophos plc Ultimaco Software AG $338

GameTap Metaboli SA Undisclosed

Temenos SA Financial Objects plc $53.6

Nokia Oz Communications Undisclosed

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

Corum Group Presentation ■ 40


Transaction Highlights – Largest

Buyer Seller Value (Millions) Sector

Brocade Communications Foundry Networks $3000

Infosys Technologies* Axon Group plc $753

Microsoft Corporation GreenField Online $486

Telvent GIT S.A. DTN Energy $445

McAfee Secure Computing $486

Observations
 Only one transaction north of a billion
 All strategic buyers
 Defensive acquisitions to better compete with larger competitors

*Seller looking at competitive bid Corum Group Presentation ■ 41


Corum Q3 M&A Briefing

Report Highlights
Technology market overview
Current view on economy, top buyers, hot sectors

Strategic buyer spotlight


Autodesk

Technology Spotlight
Social Networking

Valuation data

International perspective on M&A

In-depth sector coverage

Corum Group Presentation ■ 42


Contact Information

Corum Group Ltd.

Bruce Milne, Chairman

Ward Carter, President


wardc@corumgroup.com

Ryan Blakely, VP Research


Corum Group International S.à.r.l.
ryanb@corumgroup.com
Miro Parizek, Managing Director
10500 NE 8th Street, Suite 1500
mirop@corumgroup.com
Bellevue, WA 98004
USA Beim Paradeplatz
Basteiplatz 7
+1 425-455-8281 8001 Zürich
Switzerland

+41 44 251 82 65
Visit our Website at
www.corumgroup.com

Corum Group Presentation ■ 43