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About Firmex
                  Firmex focused on providing the best virtual data room solution
                  for managing corporate transactions and financial compliance

                  Who uses Firmex?
Joel
Lessem
CEO
                  • Firmex community includes
Firmex              over 200,000 users worldwide
                  • Conducted over 10,000 deals
                    in the last 18 months

                  Why offer a Webinar Series?
                  • As part of our value-added service, we believe it is important
                    to offer educational resources to our expanding community




 ©COPYRIGHT 2012. FIRMEX. ALL RIGHTS RESERVED
@Firmex, #FirmexWebinar




Trends in Technology M&A
And Outlook for the Remainder of 2012



 Firmex Webinar Series                         Cyrus Lam
 April 17th, 2012                              KPMG Corporate Finance LLC
                                               Managing Director
 1:00 p.m. to 2:00 p.m.
                                               757 3rd Avenue
                                               New York, NY 10017
                                               212-872-5540
                                               clam3@kpmg.com
                                               kpmgcorporatefinance.com




©COPYRIGHT 2012. FIRMEX. ALL RIGHTS RESERVED
About Firmex
                  Firmex is focused on providing the best virtual data room
                  solution for managing corporate transactions and financial
                  compliance

Joel
Lessem            Who uses Firmex?
CEO
Firmex            • Firmex community includes
                    over 200,000 users worldwide
                  • Conducted over 10,000 deals
                    in the last 18 months

                  Why offer a Webinar Series?
                  • As part of our value-added service, we believe it is important
                    to offer educational resources to our expanding community


 ©COPYRIGHT 2012. FIRMEX. ALL RIGHTS RESERVED
Cyrus Lam
               Cyrus Lam is a Managing Director with KPMG Corporate Finance LLC in New York with a
               technology focus specializing in IT Services, BPO, and Enterprise Software sectors. He has over
               14 years of cross-border M&A experience, acting on buy-side and sell-side, as well as assisting on
               private placements (debt and equity). Cyrus holds a Masters Degree and a Bachelor of Commerce
               degree in Business and Accounting from the University of Mumbai, India. He is also a Chartered
               Accountant and is a Fellow of the Institute of Chartered Accountants, India.


               Cyrus has been with KPMG for over 16 years, having started in India as an accountant and later
               transitioning to the Indian Corporate Finance Practice. In October 2000, Cyrus joined KPMG
               Corporate Finance in London, and subsequently moved to the U.S. Corporate Finance team in
               December 2006.

               Cyrus specializes in the technology and support services vertical with a focus on:
               • Information technology services
               • Enterprise software (including both vertically and horizontally focused software companies)
               • Business process outsourcing


               During his time with KPMG, Cyrus has developed significant cross-border transaction experience,
               having worked on M&A deals in India, the U.S., the U.K., Sweden, Germany, France, Spain and
               the Netherlands.




©COPYRIGHT 2012. FIRMEX. ALL RIGHTS RESERVED
CORPORATE FINANCE




Trends in Technology M&A
An Outlook for the Remainder of 2012
Cyrus F. Lam
KPMG Corporate Finance LLC

April 17, 2012
ADVISORY
Important notice


This presentation is confidential and does not carry any right of publication or disclosure to any other party. This presentation is incomplete
without reference to, and should be viewed solely in conjunction with, the oral briefing provided by KPMG Corporate Finance LLC. Neither this
presentation nor any of its contents may be used for any other purpose without the prior written consent of KPMG Corporate Finance LLC.
The information in this presentation is based upon publicly available information and reflects prevailing conditions and our views as of this
date, all of which are accordingly subject to change and such changes may be material. In preparing this presentation, we have relied upon and
assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was
otherwise reviewed by us.
The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity.
Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date
it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice
after a thorough examination of the particular situation.
While the information presented and views expressed in this presentation and the oral briefing have been prepared in good faith, KPMG
Corporate Finance LLC accepts no responsibility or liability to any party in connection with such information or views.




©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   5
reserved.
M&A Market Landscape

Technology M&A Landscape

Deal Management

Questions
Global and U.S. M&A activity


                   Global M&A activity                                                                                                                                                   U.S. M&A activity


                   1,000                                                                                                   13,233            14,000                                     1,000                                                                                                           14,000
                                                                                         12,879            12,641 12,478
                     900                                                                          11,505
                                                                                                                                                                                         900
                                                       10,971                                                                                12,000                                                                                                                                                     12,000
                                                                         10,716 10,717                                              10,675
                     800                                        10,315                                                                                                                   800

                     700                                                                                                                     10,000                                      700                                                                                                            10,000
                                               8,517                                      718




                                                                                                                                                       Deal Volume




                                                                                                                                                                                                                                                                                                                     Deal Volume
Deal Value ($ b)




                                                                                                                                                                     Deal Value ($ b)
                                       8,148                                                                677
                     600                                                                           661                                                                                   600
                              7,442                                                                                621                       8,000                                                                                                                                                      8,000
                                                        605
                                                                                 569
                     500                                         525
                                                                          550                                               554      537                                                 500
                                                                                                                                             6,000                                                                                                                                                      6,000
                     400       427
                                         451                                                                                                                                             400
                                                396                                                                                                                                                                                                                     3,854           3,820
                                                                                                                                                                                                                                                        3,810                   3,714
                     300                                                                                                                     4,000                                       300                                    3,159   3,224   3,284           3,478                           3,232   4,000
                                                                                                                                                                                                                        3,033
                                                                                                                                                                                                2,004   2,228   2,440                                                           266
                     200                                                                                                                                                                 200                                                                            255
                                                                                                                                                                                                                        226                             223     235                     219
                                                                                                                                             2,000                                                                                      207     203                                                     2,000
                                                                                                                                                                                                 195    188                     167
                     100                                                                                                                                                                 100                                                                                                    150
                                                                                                                                                                                                                100
                         -                                                                                                                   -                                              -                                                                                                           -
                             Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12                                                                                      Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12

                                                                    Deal Value              Deal Volume                                                                                                                             Deal Value             Deal Volume



                            2012 was expected to be a robust M&A year, but Q1 volumes have disappointed

                            Q1-12 global deal volume is the lowest since Q1-10

                            However, there has been a recent surge in the number of IPOs over the past 6 months

                                         Private equity firms are using buoyant equity markets to take more of their portfolio companies
                                          public

                                         There have been 36 private equity backed IPOs in Q1-12 representing 35% of global IPOs deals,
                                          the most since 2000
                    Source: Capital IQ and Financial Times


                   ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
                   Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights                        7
                   reserved.
M&A volume by sector



            Consumer Discretionary                                        Consumer Staples                                         Energy                                                   Financials                                                Healthcare

                   700                                               15 700                                                   15 700                                                  15 700                                                    15 700                                       15
                   600                                                    600                                                      600                                                      600                                                      600




                                                                                                                                                                                                                                                                                                  Deal Volume ('000s)
Deal Value ($ b)




                   500                                                    500                                                      500                                                      500                                                      500
                                                                     10                                                       10                                                      10                                                        10                                           10
                   400                                                    400                                                      400                                                      400                                                      400
                   300                                                    300                                                      300                                                      300                                                      300
                                                                     5                                                        5                                                       5                                                         5                                            5
                   200                                                    200                                                      200                                                      200                                                      200
                   100                                                    100                                                      100                                                      100                                                      100
                      -                                              -        -                                               -       -                                               -         -                                               -        -                                   -
                            2009 2010 2011 2012*                                    2009 2010 2011 2012*                                    2009 2010 2011 2012*                                      2009 2010 2011 2012*                                     2009 2010 2011 2012*

                                                                                                                                          Deal Value                   Deal Volume




            Industrials                                                   Information Technology                                   Materials                                                Telecommunications                                        Utilities
                   700                                               15 700                                                   15700                                                   15 700                                                    15 700                                       15
                   600                                                    600                                                      600                                                     600                                                       600




                                                                                                                                                                                                                                                                                                  Deal Volume ('000s)
Deal Value ($ b)




                   500                                                    500                                                      500                                                     500                                                       500
                                                                     10                                                       10                                                      10                                                        10                                           10
                   400                                                    400                                                      400                                                     400                                                       400
                   300                                                    300                                                      300                                                     300                                                       300
                                                                     5                                                        5                                                       5                                                         5                                            5
                   200                                                    200                                                      200                                                     200                                                       200
                   100                                                    100                                                      100                                                     100                                                       100
                     -                                               -        -                                               -       -                                               -         -                                               -        -                                   -
                            2009 2010 2011 2012*                                    2009 2010 2011 2012*                                    2009 2010 2011 2012*                                      2009 2010 2011 2012*                                     2009 2010 2011 2012*

                                                                                                                                          Deal Value                   Deal Volume

                     Source: Capital IQ
                     Note: *2012 deal value and deal volume are annualized based on Q1-12
                    ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
                    Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   8
                    reserved.
Average M&A multiples by sector



               Consumer Discretionary                                             Consumer Staples                                          Energy                                                   Financials                                                Healthcare

                            14.0x                                                 14.0x                                                     14.0x                                                     14.0x                                                      14.0x
                                                                                                                                                                                                                                                     12.1x
                            12.0x                                                 12.0x                                                     12.0x                                                     12.0x                                                      12.0x
Enterprise Value Multiple




                                                                                                                                  9.7x                                                                                                                                                                       9.9x
                            10.0x                                         9.0x 10.0x                                                        10.0x                                                     10.0x                                                      10.0x
                             8.0x                                                   8.0x                                                      8.0x                                          7.0x       8.0x                                                       8.0x
                             6.0x                                                   6.0x                                                      6.0x                                                     6.0x                                                       6.0x
                                                                                                                                                                                                                                                      3.6x
                             4.0x                                                   4.0x                                                      4.0x                                          2.9x       4.0x                                                       4.0x                                       2.3x
                                                                          1.2x                                                    1.2x
                             2.0x                                                   2.0x                                                      2.0x                                                     2.0x                                                       2.0x
                             0.0x                                                   0.0x                                                      0.0x                                                     0.0x                                                       0.0x
                                2009          2010          2011        Q1-12          2009            2010         2011         Q1-12           2009           2010          2011         Q1-12          2009            2010          2011         Q1-12           2009            2010             2011   Q1-12
                                                                                                                                                      EV/Revenue                  EV/EBITDA




               Industrials                                                        Information Technology                                    Materials                                                Telecommunications                                        Utilities

                            14.0x                                                14.0x                                                      14.0x                                                    14.0x                                                       14.0x

                            12.0x                                                12.0x                                                      12.0x                                                    12.0x                                           10.1x 12.0x
Enterprise Value Multiple




                                                                                                                                 10.1x                                                                                                                                                                       9.8x
                                                                          9.2x 10.0x                                                        10.0x                                           8.9x 10.0x                                                     10.0x
                            10.0x
                             8.0x                                                  8.0x                                                      8.0x                                                      8.0x                                                       8.0x

                             6.0x                                                  6.0x                                                      6.0x                                                      6.0x                                                       6.0x

                             4.0x                                                  4.0x                                                      4.0x                                                      4.0x                                                       4.0x                                       2.2x
                                                                                                                                                                                                                                                      2.0x
                                                                          1.3x                                                    1.7x                                                      1.1x
                             2.0x                                                  2.0x                                                      2.0x                                                      2.0x                                                       2.0x

                             0.0x                                                  0.0x                                                      0.0x                                                      0.0x                                                       0.0x
                                2009          2010          2011        Q1-12         2009            2010          2011        Q1-12           2009            2010          2011         Q1-12          2009            2010          2011        Q1-12            2009            2010             2011   Q1-12
                                                                                                                                                     EV/Revenue                   EV/EBITDA

                              Source: Capital IQ


                             ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
                             Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights          9
                             reserved.
M&A volume by deal size



                           Global M&A volume by deal size
                                  6,000
                                                                                                                                                                   264
                                                                                                                                                                                                   231                              193
                                                                                                                                                                                                                    197
                                  5,000                                                           176
                                                                                                                                  184             208                              234
                                                                                                                  152                                            1,301                                                            1,163
                                                                                                                                                                                                  1,234           1,118
                                  4,000                                                         1,039                                                                                                                                               166
                                                                                 137                                              941                                            1,022
                                                                 120                                                                             1,031
                    Deal Volume




                                                                                                                  847

                                                                                 713                                                                                                                                                                835
                                                                 566
                                  3,000          104

                                                 444

                                                                                                                                                                 2,413                            2,214                           2,285
                                  2,000                                                         2,052                                                                                                             2,214
                                                                                                                1,729            1,958           1,928                           1,924
                                                               1,356            1,437
                                               1,029                                                                                                                                                                                               1,591


                                  1,000


                                               1,321           1,534            1,475           1,764           1,639            1,648           1,582           1,832           1,640            1,832           1,800           1,907            1,415
                                     -
                                              Q1-09           Q2-09           Q3-09            Q4-09           Q1-10           Q2-10           Q3-10            Q4-10           Q1-11           Q2-11            Q3-11           Q4-11           Q1-12

                                                                                  $0m - $5m                      $5m - $50m                        $50m - $500m                          > $500m




 Source: Capital IQ
 Note: Chart represents only transactions with disclosed values
©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   10
reserved.
Average M&A multiples by deal size



                                     Global M&A multiples by deal size

                                  14.0x


                                                                                                                                                                                                                                                              EV/ EBITDA
                                  12.0x
                                                                                                                                                                                                                                                                     11.4x

                                                                                                                                                                                                                                                                    10.0x
                                  10.0x
                                                                                                                                                                                                                                                                         9.6x
      Enterprise Value Multiple




                                                                                                                                                                                                                                                                         8.0x
                                   8.0x



                                   6.0x



                                   4.0x                                                                                                                                                                                                                       EV/ Revenue

                                                                                                                                                                                                                                                                         2.7x
                                                                                                                                                                                                                                                                         1.9x
                                   2.0x
                                                                                                                                                                                                                                                                         1.7x
                                                                                                                                                                                                                                                                         1.0x

                                   0.0x
                                      Q1-09   Q2-09       Q3-09              Q4-09               Q1-10               Q2-10               Q3-10               Q4-10               Q1-11              Q2-11               Q3-11               Q4-11               Q1-12

                                                                                    $0m - $5m                       $5m - $50m                       $50m - $500m                           > $500m

 Source: Capital IQ
 Note: Chart represents only transactions with disclosed values
©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights          11
reserved.
Abundance of available investable capital



                        The market is flush with capital that needs to be deployed; financial investors have over $400b in dry
                         powder

                        Strategic acquirers (made up of the S&P 500) are holding an additional $1.7 trillion in investable cash

                        The M&A markets should benefit from the nearly $2.1 trillion of “dry powder”



                         PE Investors Sitting on $425b of Dry Powder                                                                                                      S&P 500 Companies Cash Balance


                         $600                                                                                                                                                   1,800                                                         1,687




                                                                                                                                                    Cash and equivalents ($b)
                                                                        521                                                                                                                                       1,494         1,559
                                                              478                  477                                                                                          1,500
                         $500
 Capital Overhang ($b)




                                                    439                                      425
                         $400                                                                                                                                                   1,200          1,005   1,045
                                            333                                                                                                                                         916
                         $300         257                                                                                                                                        900
                                197
                         $200                                                                                                                                                    600

                         $100                                                                                                                                                    300

                           $-                                                                                                                                                      0
                                2004 2005 2006 2007 2008 2009 2010 2011                                                                                                                 2006   2007    2008       2009          2010          2011




     Source: Private Equity Growth Capital Council and Capital IQ


©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   12
reserved.
Increased leverage capability for M&A


                                Middle Market LBO Credit Statistics                                                                                                             Representative Debt Pricing
                                      6.0x
                                                                                                                                                                                   Tranche                                                   Pricing (bps)
                                      5.0x
Multiple of EBITDA




                                      4.0x                                                                                                                                         Revolver                                                  L + 350 - 450

                                      3.0x
                                                                                                                                                                                   Senior Term A                                             L+ 550 - 650
                                      2.0x

                                      1.0x                                                                                                                                         Senior Term B                                             L+ 650 - 700

                                      0.0x
                                             Jan-10




                                             Jan-11




                                             Jan-12
                                             May-10




                                             May-11
                                             Dec-10




                                             Nov-11
                                             Nov-10




                                             Dec-11
                                             Mar-10




                                             Mar-12
                                             Mar-11
                                             Oct-10




                                             Oct-11
                                             Jun-11
                                             Jun-10




                                              Jul-11
                                              Jul-10




                                             Feb-11




                                             Feb-12
                                             Feb-10




                                                                                                                                                                                   Mezzanine                                                 13% - 14% current pay &
                                             Sep-10




                                             Sep-11
                                             Apr-10




                                             Apr-11
                                             Aug-10




                                             Aug-11
                                                                                                                                                                                                                                             3% - 4%PIK

                                                           First Lien Debt/EBITDA                       Second Lien Debt/EBITDA                                                 Actual pricing varies by size, ABL vs. cash flow and credit rating
                                                           Other Sr. Debt/EBITDA                        Sub Debt/EBITDA


                                                                                                                                                       Leverage on M&A transactions has remained stable,
                                Total Leveraged Loan Volume
                                 160
                                                                                                                                                        and is currently above 4.0x EBITDA
                                 140
                                                                                                                                                       Total loan volumes in Q1 2012 have increased since
                                 120
                                                                                                                                                        Q4 2011, but are still below Q2 2011 levels
                      $ in billions




                                 100

                                      80                                                                                                               2011 total leverage on middle market transactions
                                      60                                                                                                                reached $374 billion, compared to $236 billion in 2010
                                      40
                                                                                                                                                       However, the volatility in Q4 2011 has put deal pricing
                                      20
                                             43.4   65.9   54.2     72.7       141.2 119.0            53.1        60.8       109.8                      under some pressure
                                       -
                                             1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 3Q12
                     Source: LCD and Capital IQ
                 ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
                 Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   13
                 reserved.
Factors impacting M&A in 2012




                                                                                                                      Low borrowing
                                                                                                                          cost




                                                                                                                                                                          Anticipated 2013
                                                                     U.S. 2012                                                                                             capital gains/
                                                                   Presidential
                                                                                                                                                                           dividends tax
                                                                   election year
                                                                                                                                                                              increase




                                                                                   Oil prices and                                                                China and
                                                                                    Middle East                                                                   Eurozone
                                                                                     instability                                                                 uncertainty




©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   14
reserved.
Knowledge @ Wharton/KPMG survey


                                                                                                 KPMG and Knowledge@Wharton, The Wharton School of the
                                                                                                  University of Pennsylvania, have teamed to conduct the 2012 M&A
                                                                                                  Outlook Survey

                                                                                                 Survey is based on 875 executives‟ insights and opinions with 70% of
                                                                                                  executives expecting to complete an acquisition in 2012

                                                                                                 One-third of respondents remain optimistic for 2012 M&A

                                                                                                 However deal environment still murky, with two-thirds of respondents
                                                                                                  expecting full recovery in 2013 or later

                                                                                                 Companies that survived the economic downfall are leaner and better
                                                                                                  prepared to weather uncertain conditions

                                                                                                 U.S. election cycle, tax uncertainty and European economic woes will
                                                                                                  have significant impact on how companies pursue transactions

                                                                                                 Interest in emerging markets still present, but stability of developed
                                                                                                  markets continues to hold allure

                                                                                                 Due diligence issues continues to challenge dealmakers
KPMG Link:
http://www.kpmg.com/US/en/IssuesAndInsights/ArticlesPublications/Pages/executives-show-guarded-
optimism.aspx
Source: KPMG International and The Wharton School

©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   15
reserved.
KPMG M&A Predictor



                                                                                                 KPMG‟s M&A Predictor is a forward-looking tool that helps clients
                                                                                                 forecast worldwide trends in mergers and acquisitions. The Predictor
                                                                                                 was established in 2007. It looks at the appetite and capacity for
                                                                                                 M&A deals by tracking and projecting important indicators 12 months
                                                                                                 forward.

                                                                                                     Despite still being up on the dark days of 2009, the first six months
                                                                                                      of 2012 look set to be challenging

                                                                                                     Confidence dips in global market

                                                                                                     Lack of confidence will restrict deal flow

                                                                                                     Consumer staples, technology, and healthcare sectors are
                                                                                                      predicted to fare better than others

                                                                                                     Forward P/E ratios down 5% since June 2011




KPMG Link:
http://www.kpmg.com/global/en/issuesandinsights/articlespublications/ma-predictor/Pages/default.aspx
Source: KPMG International

©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   16
reserved.
M&A Market Landscape

Technology M&A Landscape

Deal Management

Questions
General technology M&A activity



                   Global technology M&A activity                                                                                                                                        U.S. technology M&A activity
                   45                                                                                                                           1,200                                    45                                                                                                       1,200

                   40                                                                              973      991      971
                                                                                                                                                                                         40
                                                                                          962                                 948
                                                               902               906                                                            1,000                                                                                                                                             1,000
                                                                                                                                       895
                   35                                                    871                                                                                                             35
                                                       831

                   30                         728                                                                                               800                                      30                                                                                                       800




                                                                                                                                                                                                                                                                                                          Deal Volume
                                                                                                                                                        Deal Volume



                                                                                                                                                                      Deal Value ($ b)
Deal Value ($ b)




                            643      645
                   25                                                                                                                                                                    25
                                                                                                                                                600                                                                                                                                               600
                   20                                                                                                                                                                    20                                                    426
                                                                                                                                                                                                                        418             413            411      396      415      393
                                                                                                                                                                                                                  362                                                                       380
                                                                                                                                                                                         15                                      349                                                              400
                   15                                                                                                                           400                                                        298
                                                                                                                                                                                               242   232
                   10                                                                                                                                                                    10
                                                                                                                                                200                                                                                                                                               200
                    5                                                                                                                                                                    5
                            13.2     10.8    28.9     12.4      8.2      28.6    38.6     22.6     23.4     26.4     33.1     17.5    31.0                                                     8.8   3.7   20.4   8.2   4.7      21.9   27.8   14.5    14.1     15.7     13.6     12.4      8.9
                     -                                                                                                                          -                                         -                                                                                                       -
                          Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12                                                                                       Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12

                                                                      Deal Value             Deal Volume                                                                                                                      Deal Value         Deal Volume




                     ■ In Q1-12 global technology M&A deal values have had a good start, however, deal volumes are lower
                           than Q4 2011
                     ■ U.S. technology deal values have declined since Q3-10, while deal volume has been relatively consistent
                     ■ Quarterly technology deal values are impacted by the timing of large deals
                                    ■ Scientific Atlanta - NDS in Q1 2012
                                    ■ HP – Autonomy in Q3 2011

                    Source: Capital IQ


                   ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
                   Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights         18
                   reserved.
Global technology M&A – valuations and deal size


                         Average enterprise software deal value and                                                                                                                                              Average BPO and IT services deal value and
                         multiples                                                                                                                                                                               multiples
                   350                                                                                                                              25.0x                                                  350                                                                                                                 25.0x

                                                                                                                        21.4x
                   300                                                                                                                                                                                     300
                                                                                                                                                    20.0x                                                                                                                                                                      20.0x

                   250                                                                                                                                                                                     250




                                                                                                                                                            Enterprise Value Multiple




                                                                                                                                                                                                                                                                                                                                       Enterprise Value Multiple
                                                                                                              16.4x
Deal Value ($ m)




                                                                                                                                                                                        Deal Value ($ m)
                                                      13.1x                                                                                         15.0x                                                                                         14.0x                                                                        15.0x
                   200                                                    13.2x                       12.9x                                                                                                200
                                                                                                                                                                                                                                                                            11.9x      12.3x
                                                                                                                                           11.0x                                                                          11.1x                                                                10.8x
                                            10.4x                                                                                                                                                                                 10.1x                                                                10.3x           10.2x
                   150                                                                                                             9.4x                                                                    150                                             9.6x
                                                                8.4x               8.2x                                                             10.0x                                                         8.3x                                              8.5x                                                       10.0x
                                                                                            8.3x                                                                                                                                          7.6x                                                                 8.3x
                          6.3x
                   100              5.7x                                                                                                                                                                   100

                                                                                                                                                    5.0x                                                                                                                                                                       5.0x
                   50      2.4x                                                                       2.7x     2.6x                        2.4x                                                            50
                                                      1.9x      1.8x     2.0x       1.7x    1.7x                        2.0x      2.0x                                                                             1.2x                                                                        1.6x    1.7x    1.6x    1.7x
                                    1.3x     1.5x                                                                                                                                                                         1.2x    1.2x    1.2x     1.4x   1.3x       1.3x    1.2x      1.5x
                            17      100       72        51       36        82       118      100       105      153      281      147       255                                                                    123    136      112     130      99     187       199     127        105     143     169     132     210
                     -                                                                                                                              0.0x                                                     -                                                                                                                 0.0x
                           Q1-09   Q2-09    Q3-09     Q4-09    Q1-10    Q2-10      Q3-10   Q4-10      Q1-11   Q2-11    Q3-11     Q4-11    Q1-12                                                                   Q1-09   Q2-09   Q3-09   Q4-09   Q1-10   Q2-10     Q3-10   Q4-10      Q1-11   Q2-11   Q3-11   Q4-11   Q1-12

                                               Average Deal Value               Average EV/ Revenue            Average EV/ EBITDA                                                                                                   Average Deal Value           Average EV/ Revenue           Average EV/ EBITDA




                         ■ Enterprise software deals values were at their                                                                                                                                        ■ BPO and IT services industry has seen relatively
                             lowest point in the 6 quarters ending Q2 10                                                                                                                                            sustained deal values
                         ■ Q1-12 average enterprise value/ revenue and                                                                                                                                           ■ Q1-12 average enterprise value/ revenue and
                             EBITDA multiples are 2.4x and 11.0x, respectively                                                                                                                                      EBITDA multiples are 1.7x and 10.2x, respectively
                         ■ The largest software transaction was Hewlett-                                                                                                                                         ■ Average enterprise value/ EBITDA multiples have
                             Packard‟s acquisition of Autonomy in August 2011                                                                                                                                       gradually decreased during 2011
                             for ≈$11b
                         Source: Capital IQ
                         Note: All charts represent only transactions with disclosed values and multiples

                     ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
                     Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights                                    19
                     reserved.
Top ten recent technology M&A transactions


                     Large Precedent Technology M&A Transactions (in $USD millions unless otherwise noted)
                     Announcem ent                                                                                                                                                                          Enterprise     EV /                        EV /
                     Date          Status    Buyers/Investors                                                                                   Target                                                           Value Revenue                      EBITDA
                     Mar-12        Announced Scientific-Atlanta, LLC                                                                            NDS Group Ltd.                                                   4,965     5.0x                       17.5x


                     Mar-12                      Announced Insight Venture Partners                                                             Quest Softw are Inc.                                                  1,947              2.3x          12.7x


                     Feb-12                      Announced Oracle Corporation                                                                   Taleo Corp.                                                           1,805              5.7x          60.9x


                     Feb-12                      Announced Vista Equity Partners                                                                Misys plc                                                             2,042              3.2x          16.1x


                     Dec-11                      Closed             SAP Am erica, Inc.                                                          SuccessFactors, Inc.                                                  3,516            12.0x               NM


                     Aug-11                      Closed             Hew lett-Packard Com pany                                                   Autonomy Corp. plc                                                  10,301             11.1x           25.2x


                     Aug-11                      Closed             Datatel, Inc.                                                               SunGard Higher Education, Inc.                                        1,775                    -              -


                     Jun-11                      Closed             Providence Equity Partners LLC                                              Blackboard Inc.                                                       1,767              3.7x          22.3x


                     May-11                      Closed             Schneider Electric España, S.A.                                             Telvent Git S.A.                                                      1,917              1.8x          11.4x


                     Apr-11                      Closed             CenturyLink, Inc.                                                           Savvis, Inc.                                                          2,963              3.0x          12.9x



■ In the past 12 months there have been 20 technology transactions with values in excess of $1billion

■ PE has been relatively active in the >$1bn value range

■ Average enterprise value/revenue and EBITDA multiples were 5.3x and 22.4x, respectively

 Source: Capital IQ and company filings;

©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   20
reserved.
Public enterprise software company comparables


  Enterprise software comparables for select application software, infrastructure software, operating systems and
  SaaS public companies are presented below, with mean forward revenue and EBITDA multiples of 4.5x and 15.3x.
   KPMG Corporate Finance LLC - Enterprise Software Public Comparables
                                                                                                                                                  Enterprise Value /                               Equity Value
                                                          Market Enterprise     Share % of 52-       Chg Cur Qtr     Cur Qtr     2012E   2012E                                                      2012E 2013E
   Com pany                                               Cap (1,2) Value (3) Price (1,2) Wk High Pct 1Yr Rev RR EBITDA(4) RR Revenue EBITDA(4)                                                       P/E   P/E
   Application Software
   A riba Inc.                                                  3,1 8
                                                                   1             2,953         32.71         88.1%       -4.2%          5.9x                NM             5.4x          23.3x          NM        28.9x
   Deltek, Inc                                                   684                816        10.66         91.6%       40.3%          2.3x               12.7x           2.2x           9.6x         27.2x      15.9x
   Info rmatica Co rpo ratio n                                 5,680             5,078         52.90         84.7%         1.4%         5.6x               20.4x           5.6x          18.7x         38.2x      28.0x
   JDA So ftware Gro up Inc.                                    1 69
                                                                 ,1               1 57
                                                                                   ,1          27.48         78.5%       -9.2%           1.7x               5.8x            1.6x          5.9x         12.7x      10.6x     Presented application software
   M anhattan A sso ciates, Inc.                                 977               879         47.53         94.7%       45.2%          2.6x               12.5x           2.4x           1 x
                                                                                                                                                                                           0.1         21 .3x      1 x
                                                                                                                                                                                                                    7.1     companies experienced an average
   M ICROS Systems, Inc.                                       4,41 9            3,686         55.29         99.2%        1 .9%
                                                                                                                           1            3.4x               15.9x           3.2x           1 x
                                                                                                                                                                                           3.1         30.1 x     22.9x     share price gain of 12.8% in the
   M icro Strategy Inc.                                         1 0
                                                                 ,51              1 0
                                                                                   ,31        140.00         78.4%         4.1%         2.0x               26.4x            2.1x         21 .0x         NM        29.0x     past year. Mean forward revenue
   Open Text Co rp.                                            3,545             3,743          61 6
                                                                                                  .1         84.6%        -1.9%         2.9x                9.3x           2.9x           9.7x         15.0x       1 .4x
                                                                                                                                                                                                                    1
                                                                                                                                                                                                                            and EBITDA multiples are expected
   P egasystems Inc.                                           1,443              1,331        38.1 6        80.3%        0.5%          2.9x                NM             2.7x          23.5x          NM        30.1 x
                                                                                                                                                                                                                            to be 3.5x and 14.3x respectively.
   Qlik Techno lo gies, Inc.                                   2,703             2,526         32.00         89.8%       23.1 %         5.8x               23.2x           6.2x           NM            NM         NM
   Sage Gro up plc                                             6,206             6,224          4.78         95.5%        7.2%          NM                  NM             2.8x           9.8x         15.7x       1 x
                                                                                                                                                                                                                    3.1
   SA P A G                                                   83,1 97           81,330         69.88         95.6%        1 %
                                                                                                                           4.1          3.5x                8.0x           3.9x            1 .1
                                                                                                                                                                                            1x         19.2x      15.2x
   Teradata Co rpo ratio n                                    1 ,467
                                                               1                10,985         68.1 5        97.8%       34.4%           4.1x               1 x
                                                                                                                                                             7.1            4.1x         15.8x         29.9x      22.5x
   A pplic a t io n S o f t wa re M e a n                                                                               12 .8 %        3 .6 x             15 .1x          3 .5 x        14 .3 x      2 3 .3 x   2 0 .4 x

   Infrastructure Software
   B M C So ftware Inc.                                         6,595            5,587         40.16         71.0%       -19.3%         2.5x               6.6x            2.5x           5.9x         13.5x       1 .4x
                                                                                                                                                                                                                    1
   CA Techno lo gies                                           13,384           12,343         27.56         98.4%        14.0%         2.4x               6.3x            2.5x           6.7x          1 x
                                                                                                                                                                                                         4.1       1 .2x
                                                                                                                                                                                                                    1
   Citrix Systems, Inc.                                        14,644           13,904         78.91         89.2%         7.4%         5.6x              19.2x            5.5x          17.6x         32.3x      25.3x
   Co mmVault Systems, Inc.                                     2,1 94           1,937         49.64         89.9%       24.5%          4.7x               NM              4.4x          22.6x          NM         NM
   Co mpuware Co rpo ratio n                                    2,009            2,036          9.19         78.5%      -20.4%          2.0x               1 .3x
                                                                                                                                                            1               1.9x          8.8x         20.0x      18.4x
                                                                                                                                                                                                                            Presented infrastructure companies
   F5 Netwo rks, Inc.                                          10,688            1 31
                                                                                  0,1         134.96         98.9%        31 .6%        7.9x              24.0x            7.0x          17.3x         36.3x      25.4x
                                                                                                                                                                                                                            experienced an average share price
   OP NET Techno lo gies Inc.                                     654              557         29.00         60.5%      -25.6%          3.0x               1 x
                                                                                                                                                            4.1            2.8x          12.0x          NM        26.9x
   Oracle Co rpo ratio n                                     145,074           130,502         29.16         79.9%       -12.8%         3.6x               8.3x            3.4x           6.8x         13.4x        1 .1
                                                                                                                                                                                                                     1x
                                                                                                                                                                                                                            gain of 4.4% in the past year. Mean
   P ro gress So ftware Co rp.                                   1,481            1 66
                                                                                   ,1          23.62         77.7%       -18.8%         2.3x              13.5x            2.2x           9.5x         16.4x      16.3x
                                                                                                                                                                                                                            forward revenue and EBITDA
   Quest So ftware Inc.                                         1,944            1,874         23.27         89.0%        -8.4%          1.9x              6.9x            2.0x           6.7x         17.4x      12.5x     multiples are expected to be 4.5x
   Riverbed Techno lo gy, Inc.                                  4,423            3,953         28.08         67.1%      -25.4%          4.9x              28.8x            4.6x          14.5x         31 .4x     21 .6x    and 13.8x respectively.
   So larWinds, Inc.                                            2,799            2,647         38.65         91.5%       64.7%          1 .9x
                                                                                                                                         1                24.6x           10.5x          23.3x         38.9x      28.2x
   TIB CO So ftware Inc.                                        4,967            4,750         30.50         92.4%         1 .9%
                                                                                                                            1           5.3x               NM              4.4x          14.4x         32.8x      22.2x
   VM ware, Inc.                                              47,768            43,705        1 2.37
                                                                                               1             98.8%       37.8%         10.3x               NM              9.6x          26.8x          NM        36.8x
   Inf ra s t ruc t ure S o f t wa re M e a n                                                                            4 .4 %        4 .9 x            14 .9 x          4 .5 x        13 .8 x      2 4 .2 x   2 0 .6 x

   Operating Systems
   M icro so ft Co rpo ratio n                          270,644          232,756         32.26       97.9%        27.0%        2.8x             6.7x         3.0x          7.3x        12.5x     10.7x
   Red Hat, Inc.                                           1 ,541
                                                            1              10,727        59.89        97.1%       31 .9%       9.0x             NM           7.9x         28.2x         NM        NM
   O pe ra t ing S ys t e m s M e a n                                                                           2 9 .5 %      5 .9 x          6 .7 x        5 .5 x       17 .8 x     12 .5 x 10 .7 x
  Source: Capital IQ and company filings
  (1) Market Capitalization amounts are in millions, based on closing share prices as of March 31, 2012; (2) Market Capitalization and Share Prices are based on foreign exchange listed securities and converted to $USD
  (3) Enterprise Value (EV) equals Market Capitalization plus Debt, Preferred Equity, and Minority Interest, minus Cash and Cash Equivalents; (4) EBITDA equals Earnings before Interest, Taxes, Depreciation, and Amortization



©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG
Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights   21
reserved.
Firmex Virtual Data Room Webinar on Tech M&A Trends
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Firmex Virtual Data Room Webinar on Tech M&A Trends

  • 1. About Firmex Firmex focused on providing the best virtual data room solution for managing corporate transactions and financial compliance Who uses Firmex? Joel Lessem CEO • Firmex community includes Firmex over 200,000 users worldwide • Conducted over 10,000 deals in the last 18 months Why offer a Webinar Series? • As part of our value-added service, we believe it is important to offer educational resources to our expanding community ©COPYRIGHT 2012. FIRMEX. ALL RIGHTS RESERVED
  • 2. @Firmex, #FirmexWebinar Trends in Technology M&A And Outlook for the Remainder of 2012 Firmex Webinar Series Cyrus Lam April 17th, 2012 KPMG Corporate Finance LLC Managing Director 1:00 p.m. to 2:00 p.m. 757 3rd Avenue New York, NY 10017 212-872-5540 clam3@kpmg.com kpmgcorporatefinance.com ©COPYRIGHT 2012. FIRMEX. ALL RIGHTS RESERVED
  • 3. About Firmex Firmex is focused on providing the best virtual data room solution for managing corporate transactions and financial compliance Joel Lessem Who uses Firmex? CEO Firmex • Firmex community includes over 200,000 users worldwide • Conducted over 10,000 deals in the last 18 months Why offer a Webinar Series? • As part of our value-added service, we believe it is important to offer educational resources to our expanding community ©COPYRIGHT 2012. FIRMEX. ALL RIGHTS RESERVED
  • 4. Cyrus Lam Cyrus Lam is a Managing Director with KPMG Corporate Finance LLC in New York with a technology focus specializing in IT Services, BPO, and Enterprise Software sectors. He has over 14 years of cross-border M&A experience, acting on buy-side and sell-side, as well as assisting on private placements (debt and equity). Cyrus holds a Masters Degree and a Bachelor of Commerce degree in Business and Accounting from the University of Mumbai, India. He is also a Chartered Accountant and is a Fellow of the Institute of Chartered Accountants, India. Cyrus has been with KPMG for over 16 years, having started in India as an accountant and later transitioning to the Indian Corporate Finance Practice. In October 2000, Cyrus joined KPMG Corporate Finance in London, and subsequently moved to the U.S. Corporate Finance team in December 2006. Cyrus specializes in the technology and support services vertical with a focus on: • Information technology services • Enterprise software (including both vertically and horizontally focused software companies) • Business process outsourcing During his time with KPMG, Cyrus has developed significant cross-border transaction experience, having worked on M&A deals in India, the U.S., the U.K., Sweden, Germany, France, Spain and the Netherlands. ©COPYRIGHT 2012. FIRMEX. ALL RIGHTS RESERVED
  • 5. CORPORATE FINANCE Trends in Technology M&A An Outlook for the Remainder of 2012 Cyrus F. Lam KPMG Corporate Finance LLC April 17, 2012 ADVISORY
  • 6. Important notice This presentation is confidential and does not carry any right of publication or disclosure to any other party. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by KPMG Corporate Finance LLC. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of KPMG Corporate Finance LLC. The information in this presentation is based upon publicly available information and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change and such changes may be material. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was otherwise reviewed by us. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. While the information presented and views expressed in this presentation and the oral briefing have been prepared in good faith, KPMG Corporate Finance LLC accepts no responsibility or liability to any party in connection with such information or views. ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 5 reserved.
  • 7. M&A Market Landscape Technology M&A Landscape Deal Management Questions
  • 8. Global and U.S. M&A activity Global M&A activity U.S. M&A activity 1,000 13,233 14,000 1,000 14,000 12,879 12,641 12,478 900 11,505 900 10,971 12,000 12,000 10,716 10,717 10,675 800 10,315 800 700 10,000 700 10,000 8,517 718 Deal Volume Deal Volume Deal Value ($ b) Deal Value ($ b) 8,148 677 600 661 600 7,442 621 8,000 8,000 605 569 500 525 550 554 537 500 6,000 6,000 400 427 451 400 396 3,854 3,820 3,810 3,714 300 4,000 300 3,159 3,224 3,284 3,478 3,232 4,000 3,033 2,004 2,228 2,440 266 200 200 255 226 223 235 219 2,000 207 203 2,000 195 188 167 100 100 150 100 - - - - Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Deal Value Deal Volume Deal Value Deal Volume  2012 was expected to be a robust M&A year, but Q1 volumes have disappointed  Q1-12 global deal volume is the lowest since Q1-10  However, there has been a recent surge in the number of IPOs over the past 6 months  Private equity firms are using buoyant equity markets to take more of their portfolio companies public  There have been 36 private equity backed IPOs in Q1-12 representing 35% of global IPOs deals, the most since 2000 Source: Capital IQ and Financial Times ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 7 reserved.
  • 9. M&A volume by sector Consumer Discretionary Consumer Staples Energy Financials Healthcare 700 15 700 15 700 15 700 15 700 15 600 600 600 600 600 Deal Volume ('000s) Deal Value ($ b) 500 500 500 500 500 10 10 10 10 10 400 400 400 400 400 300 300 300 300 300 5 5 5 5 5 200 200 200 200 200 100 100 100 100 100 - - - - - - - - - - 2009 2010 2011 2012* 2009 2010 2011 2012* 2009 2010 2011 2012* 2009 2010 2011 2012* 2009 2010 2011 2012* Deal Value Deal Volume Industrials Information Technology Materials Telecommunications Utilities 700 15 700 15700 15 700 15 700 15 600 600 600 600 600 Deal Volume ('000s) Deal Value ($ b) 500 500 500 500 500 10 10 10 10 10 400 400 400 400 400 300 300 300 300 300 5 5 5 5 5 200 200 200 200 200 100 100 100 100 100 - - - - - - - - - - 2009 2010 2011 2012* 2009 2010 2011 2012* 2009 2010 2011 2012* 2009 2010 2011 2012* 2009 2010 2011 2012* Deal Value Deal Volume Source: Capital IQ Note: *2012 deal value and deal volume are annualized based on Q1-12 ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 8 reserved.
  • 10. Average M&A multiples by sector Consumer Discretionary Consumer Staples Energy Financials Healthcare 14.0x 14.0x 14.0x 14.0x 14.0x 12.1x 12.0x 12.0x 12.0x 12.0x 12.0x Enterprise Value Multiple 9.7x 9.9x 10.0x 9.0x 10.0x 10.0x 10.0x 10.0x 8.0x 8.0x 8.0x 7.0x 8.0x 8.0x 6.0x 6.0x 6.0x 6.0x 6.0x 3.6x 4.0x 4.0x 4.0x 2.9x 4.0x 4.0x 2.3x 1.2x 1.2x 2.0x 2.0x 2.0x 2.0x 2.0x 0.0x 0.0x 0.0x 0.0x 0.0x 2009 2010 2011 Q1-12 2009 2010 2011 Q1-12 2009 2010 2011 Q1-12 2009 2010 2011 Q1-12 2009 2010 2011 Q1-12 EV/Revenue EV/EBITDA Industrials Information Technology Materials Telecommunications Utilities 14.0x 14.0x 14.0x 14.0x 14.0x 12.0x 12.0x 12.0x 12.0x 10.1x 12.0x Enterprise Value Multiple 10.1x 9.8x 9.2x 10.0x 10.0x 8.9x 10.0x 10.0x 10.0x 8.0x 8.0x 8.0x 8.0x 8.0x 6.0x 6.0x 6.0x 6.0x 6.0x 4.0x 4.0x 4.0x 4.0x 4.0x 2.2x 2.0x 1.3x 1.7x 1.1x 2.0x 2.0x 2.0x 2.0x 2.0x 0.0x 0.0x 0.0x 0.0x 0.0x 2009 2010 2011 Q1-12 2009 2010 2011 Q1-12 2009 2010 2011 Q1-12 2009 2010 2011 Q1-12 2009 2010 2011 Q1-12 EV/Revenue EV/EBITDA Source: Capital IQ ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 9 reserved.
  • 11. M&A volume by deal size Global M&A volume by deal size 6,000 264 231 193 197 5,000 176 184 208 234 152 1,301 1,163 1,234 1,118 4,000 1,039 166 137 941 1,022 120 1,031 Deal Volume 847 713 835 566 3,000 104 444 2,413 2,214 2,285 2,000 2,052 2,214 1,729 1,958 1,928 1,924 1,356 1,437 1,029 1,591 1,000 1,321 1,534 1,475 1,764 1,639 1,648 1,582 1,832 1,640 1,832 1,800 1,907 1,415 - Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 $0m - $5m $5m - $50m $50m - $500m > $500m Source: Capital IQ Note: Chart represents only transactions with disclosed values ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 10 reserved.
  • 12. Average M&A multiples by deal size Global M&A multiples by deal size 14.0x EV/ EBITDA 12.0x 11.4x 10.0x 10.0x 9.6x Enterprise Value Multiple 8.0x 8.0x 6.0x 4.0x EV/ Revenue 2.7x 1.9x 2.0x 1.7x 1.0x 0.0x Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 $0m - $5m $5m - $50m $50m - $500m > $500m Source: Capital IQ Note: Chart represents only transactions with disclosed values ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 11 reserved.
  • 13. Abundance of available investable capital  The market is flush with capital that needs to be deployed; financial investors have over $400b in dry powder  Strategic acquirers (made up of the S&P 500) are holding an additional $1.7 trillion in investable cash  The M&A markets should benefit from the nearly $2.1 trillion of “dry powder” PE Investors Sitting on $425b of Dry Powder S&P 500 Companies Cash Balance $600 1,800 1,687 Cash and equivalents ($b) 521 1,494 1,559 478 477 1,500 $500 Capital Overhang ($b) 439 425 $400 1,200 1,005 1,045 333 916 $300 257 900 197 $200 600 $100 300 $- 0 2004 2005 2006 2007 2008 2009 2010 2011 2006 2007 2008 2009 2010 2011 Source: Private Equity Growth Capital Council and Capital IQ ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 12 reserved.
  • 14. Increased leverage capability for M&A Middle Market LBO Credit Statistics Representative Debt Pricing 6.0x Tranche Pricing (bps) 5.0x Multiple of EBITDA 4.0x Revolver L + 350 - 450 3.0x Senior Term A L+ 550 - 650 2.0x 1.0x Senior Term B L+ 650 - 700 0.0x Jan-10 Jan-11 Jan-12 May-10 May-11 Dec-10 Nov-11 Nov-10 Dec-11 Mar-10 Mar-12 Mar-11 Oct-10 Oct-11 Jun-11 Jun-10 Jul-11 Jul-10 Feb-11 Feb-12 Feb-10 Mezzanine 13% - 14% current pay & Sep-10 Sep-11 Apr-10 Apr-11 Aug-10 Aug-11 3% - 4%PIK First Lien Debt/EBITDA Second Lien Debt/EBITDA Actual pricing varies by size, ABL vs. cash flow and credit rating Other Sr. Debt/EBITDA Sub Debt/EBITDA  Leverage on M&A transactions has remained stable, Total Leveraged Loan Volume 160 and is currently above 4.0x EBITDA 140  Total loan volumes in Q1 2012 have increased since 120 Q4 2011, but are still below Q2 2011 levels $ in billions 100 80  2011 total leverage on middle market transactions 60 reached $374 billion, compared to $236 billion in 2010 40  However, the volatility in Q4 2011 has put deal pricing 20 43.4 65.9 54.2 72.7 141.2 119.0 53.1 60.8 109.8 under some pressure - 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 3Q12 Source: LCD and Capital IQ ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 13 reserved.
  • 15. Factors impacting M&A in 2012 Low borrowing cost Anticipated 2013 U.S. 2012 capital gains/ Presidential dividends tax election year increase Oil prices and China and Middle East Eurozone instability uncertainty ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 14 reserved.
  • 16. Knowledge @ Wharton/KPMG survey  KPMG and Knowledge@Wharton, The Wharton School of the University of Pennsylvania, have teamed to conduct the 2012 M&A Outlook Survey  Survey is based on 875 executives‟ insights and opinions with 70% of executives expecting to complete an acquisition in 2012  One-third of respondents remain optimistic for 2012 M&A  However deal environment still murky, with two-thirds of respondents expecting full recovery in 2013 or later  Companies that survived the economic downfall are leaner and better prepared to weather uncertain conditions  U.S. election cycle, tax uncertainty and European economic woes will have significant impact on how companies pursue transactions  Interest in emerging markets still present, but stability of developed markets continues to hold allure  Due diligence issues continues to challenge dealmakers KPMG Link: http://www.kpmg.com/US/en/IssuesAndInsights/ArticlesPublications/Pages/executives-show-guarded- optimism.aspx Source: KPMG International and The Wharton School ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 15 reserved.
  • 17. KPMG M&A Predictor KPMG‟s M&A Predictor is a forward-looking tool that helps clients forecast worldwide trends in mergers and acquisitions. The Predictor was established in 2007. It looks at the appetite and capacity for M&A deals by tracking and projecting important indicators 12 months forward.  Despite still being up on the dark days of 2009, the first six months of 2012 look set to be challenging  Confidence dips in global market  Lack of confidence will restrict deal flow  Consumer staples, technology, and healthcare sectors are predicted to fare better than others  Forward P/E ratios down 5% since June 2011 KPMG Link: http://www.kpmg.com/global/en/issuesandinsights/articlespublications/ma-predictor/Pages/default.aspx Source: KPMG International ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 16 reserved.
  • 18. M&A Market Landscape Technology M&A Landscape Deal Management Questions
  • 19. General technology M&A activity Global technology M&A activity U.S. technology M&A activity 45 1,200 45 1,200 40 973 991 971 40 962 948 902 906 1,000 1,000 895 35 871 35 831 30 728 800 30 800 Deal Volume Deal Volume Deal Value ($ b) Deal Value ($ b) 643 645 25 25 600 600 20 20 426 418 413 411 396 415 393 362 380 15 349 400 15 400 298 242 232 10 10 200 200 5 5 13.2 10.8 28.9 12.4 8.2 28.6 38.6 22.6 23.4 26.4 33.1 17.5 31.0 8.8 3.7 20.4 8.2 4.7 21.9 27.8 14.5 14.1 15.7 13.6 12.4 8.9 - - - - Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Deal Value Deal Volume Deal Value Deal Volume ■ In Q1-12 global technology M&A deal values have had a good start, however, deal volumes are lower than Q4 2011 ■ U.S. technology deal values have declined since Q3-10, while deal volume has been relatively consistent ■ Quarterly technology deal values are impacted by the timing of large deals ■ Scientific Atlanta - NDS in Q1 2012 ■ HP – Autonomy in Q3 2011 Source: Capital IQ ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 18 reserved.
  • 20. Global technology M&A – valuations and deal size Average enterprise software deal value and Average BPO and IT services deal value and multiples multiples 350 25.0x 350 25.0x 21.4x 300 300 20.0x 20.0x 250 250 Enterprise Value Multiple Enterprise Value Multiple 16.4x Deal Value ($ m) Deal Value ($ m) 13.1x 15.0x 14.0x 15.0x 200 13.2x 12.9x 200 11.9x 12.3x 11.0x 11.1x 10.8x 10.4x 10.1x 10.3x 10.2x 150 9.4x 150 9.6x 8.4x 8.2x 10.0x 8.3x 8.5x 10.0x 8.3x 7.6x 8.3x 6.3x 100 5.7x 100 5.0x 5.0x 50 2.4x 2.7x 2.6x 2.4x 50 1.9x 1.8x 2.0x 1.7x 1.7x 2.0x 2.0x 1.2x 1.6x 1.7x 1.6x 1.7x 1.3x 1.5x 1.2x 1.2x 1.2x 1.4x 1.3x 1.3x 1.2x 1.5x 17 100 72 51 36 82 118 100 105 153 281 147 255 123 136 112 130 99 187 199 127 105 143 169 132 210 - 0.0x - 0.0x Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Average Deal Value Average EV/ Revenue Average EV/ EBITDA Average Deal Value Average EV/ Revenue Average EV/ EBITDA ■ Enterprise software deals values were at their ■ BPO and IT services industry has seen relatively lowest point in the 6 quarters ending Q2 10 sustained deal values ■ Q1-12 average enterprise value/ revenue and ■ Q1-12 average enterprise value/ revenue and EBITDA multiples are 2.4x and 11.0x, respectively EBITDA multiples are 1.7x and 10.2x, respectively ■ The largest software transaction was Hewlett- ■ Average enterprise value/ EBITDA multiples have Packard‟s acquisition of Autonomy in August 2011 gradually decreased during 2011 for ≈$11b Source: Capital IQ Note: All charts represent only transactions with disclosed values and multiples ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 19 reserved.
  • 21. Top ten recent technology M&A transactions Large Precedent Technology M&A Transactions (in $USD millions unless otherwise noted) Announcem ent Enterprise EV / EV / Date Status Buyers/Investors Target Value Revenue EBITDA Mar-12 Announced Scientific-Atlanta, LLC NDS Group Ltd. 4,965 5.0x 17.5x Mar-12 Announced Insight Venture Partners Quest Softw are Inc. 1,947 2.3x 12.7x Feb-12 Announced Oracle Corporation Taleo Corp. 1,805 5.7x 60.9x Feb-12 Announced Vista Equity Partners Misys plc 2,042 3.2x 16.1x Dec-11 Closed SAP Am erica, Inc. SuccessFactors, Inc. 3,516 12.0x NM Aug-11 Closed Hew lett-Packard Com pany Autonomy Corp. plc 10,301 11.1x 25.2x Aug-11 Closed Datatel, Inc. SunGard Higher Education, Inc. 1,775 - - Jun-11 Closed Providence Equity Partners LLC Blackboard Inc. 1,767 3.7x 22.3x May-11 Closed Schneider Electric España, S.A. Telvent Git S.A. 1,917 1.8x 11.4x Apr-11 Closed CenturyLink, Inc. Savvis, Inc. 2,963 3.0x 12.9x ■ In the past 12 months there have been 20 technology transactions with values in excess of $1billion ■ PE has been relatively active in the >$1bn value range ■ Average enterprise value/revenue and EBITDA multiples were 5.3x and 22.4x, respectively Source: Capital IQ and company filings; ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 20 reserved.
  • 22. Public enterprise software company comparables Enterprise software comparables for select application software, infrastructure software, operating systems and SaaS public companies are presented below, with mean forward revenue and EBITDA multiples of 4.5x and 15.3x. KPMG Corporate Finance LLC - Enterprise Software Public Comparables Enterprise Value / Equity Value Market Enterprise Share % of 52- Chg Cur Qtr Cur Qtr 2012E 2012E 2012E 2013E Com pany Cap (1,2) Value (3) Price (1,2) Wk High Pct 1Yr Rev RR EBITDA(4) RR Revenue EBITDA(4) P/E P/E Application Software A riba Inc. 3,1 8 1 2,953 32.71 88.1% -4.2% 5.9x NM 5.4x 23.3x NM 28.9x Deltek, Inc 684 816 10.66 91.6% 40.3% 2.3x 12.7x 2.2x 9.6x 27.2x 15.9x Info rmatica Co rpo ratio n 5,680 5,078 52.90 84.7% 1.4% 5.6x 20.4x 5.6x 18.7x 38.2x 28.0x JDA So ftware Gro up Inc. 1 69 ,1 1 57 ,1 27.48 78.5% -9.2% 1.7x 5.8x 1.6x 5.9x 12.7x 10.6x Presented application software M anhattan A sso ciates, Inc. 977 879 47.53 94.7% 45.2% 2.6x 12.5x 2.4x 1 x 0.1 21 .3x 1 x 7.1 companies experienced an average M ICROS Systems, Inc. 4,41 9 3,686 55.29 99.2% 1 .9% 1 3.4x 15.9x 3.2x 1 x 3.1 30.1 x 22.9x share price gain of 12.8% in the M icro Strategy Inc. 1 0 ,51 1 0 ,31 140.00 78.4% 4.1% 2.0x 26.4x 2.1x 21 .0x NM 29.0x past year. Mean forward revenue Open Text Co rp. 3,545 3,743 61 6 .1 84.6% -1.9% 2.9x 9.3x 2.9x 9.7x 15.0x 1 .4x 1 and EBITDA multiples are expected P egasystems Inc. 1,443 1,331 38.1 6 80.3% 0.5% 2.9x NM 2.7x 23.5x NM 30.1 x to be 3.5x and 14.3x respectively. Qlik Techno lo gies, Inc. 2,703 2,526 32.00 89.8% 23.1 % 5.8x 23.2x 6.2x NM NM NM Sage Gro up plc 6,206 6,224 4.78 95.5% 7.2% NM NM 2.8x 9.8x 15.7x 1 x 3.1 SA P A G 83,1 97 81,330 69.88 95.6% 1 % 4.1 3.5x 8.0x 3.9x 1 .1 1x 19.2x 15.2x Teradata Co rpo ratio n 1 ,467 1 10,985 68.1 5 97.8% 34.4% 4.1x 1 x 7.1 4.1x 15.8x 29.9x 22.5x A pplic a t io n S o f t wa re M e a n 12 .8 % 3 .6 x 15 .1x 3 .5 x 14 .3 x 2 3 .3 x 2 0 .4 x Infrastructure Software B M C So ftware Inc. 6,595 5,587 40.16 71.0% -19.3% 2.5x 6.6x 2.5x 5.9x 13.5x 1 .4x 1 CA Techno lo gies 13,384 12,343 27.56 98.4% 14.0% 2.4x 6.3x 2.5x 6.7x 1 x 4.1 1 .2x 1 Citrix Systems, Inc. 14,644 13,904 78.91 89.2% 7.4% 5.6x 19.2x 5.5x 17.6x 32.3x 25.3x Co mmVault Systems, Inc. 2,1 94 1,937 49.64 89.9% 24.5% 4.7x NM 4.4x 22.6x NM NM Co mpuware Co rpo ratio n 2,009 2,036 9.19 78.5% -20.4% 2.0x 1 .3x 1 1.9x 8.8x 20.0x 18.4x Presented infrastructure companies F5 Netwo rks, Inc. 10,688 1 31 0,1 134.96 98.9% 31 .6% 7.9x 24.0x 7.0x 17.3x 36.3x 25.4x experienced an average share price OP NET Techno lo gies Inc. 654 557 29.00 60.5% -25.6% 3.0x 1 x 4.1 2.8x 12.0x NM 26.9x Oracle Co rpo ratio n 145,074 130,502 29.16 79.9% -12.8% 3.6x 8.3x 3.4x 6.8x 13.4x 1 .1 1x gain of 4.4% in the past year. Mean P ro gress So ftware Co rp. 1,481 1 66 ,1 23.62 77.7% -18.8% 2.3x 13.5x 2.2x 9.5x 16.4x 16.3x forward revenue and EBITDA Quest So ftware Inc. 1,944 1,874 23.27 89.0% -8.4% 1.9x 6.9x 2.0x 6.7x 17.4x 12.5x multiples are expected to be 4.5x Riverbed Techno lo gy, Inc. 4,423 3,953 28.08 67.1% -25.4% 4.9x 28.8x 4.6x 14.5x 31 .4x 21 .6x and 13.8x respectively. So larWinds, Inc. 2,799 2,647 38.65 91.5% 64.7% 1 .9x 1 24.6x 10.5x 23.3x 38.9x 28.2x TIB CO So ftware Inc. 4,967 4,750 30.50 92.4% 1 .9% 1 5.3x NM 4.4x 14.4x 32.8x 22.2x VM ware, Inc. 47,768 43,705 1 2.37 1 98.8% 37.8% 10.3x NM 9.6x 26.8x NM 36.8x Inf ra s t ruc t ure S o f t wa re M e a n 4 .4 % 4 .9 x 14 .9 x 4 .5 x 13 .8 x 2 4 .2 x 2 0 .6 x Operating Systems M icro so ft Co rpo ratio n 270,644 232,756 32.26 97.9% 27.0% 2.8x 6.7x 3.0x 7.3x 12.5x 10.7x Red Hat, Inc. 1 ,541 1 10,727 59.89 97.1% 31 .9% 9.0x NM 7.9x 28.2x NM NM O pe ra t ing S ys t e m s M e a n 2 9 .5 % 5 .9 x 6 .7 x 5 .5 x 17 .8 x 12 .5 x 10 .7 x Source: Capital IQ and company filings (1) Market Capitalization amounts are in millions, based on closing share prices as of March 31, 2012; (2) Market Capitalization and Share Prices are based on foreign exchange listed securities and converted to $USD (3) Enterprise Value (EV) equals Market Capitalization plus Debt, Preferred Equity, and Minority Interest, minus Cash and Cash Equivalents; (4) EBITDA equals Earnings before Interest, Taxes, Depreciation, and Amortization ©2012 KPMG Corporate Finance LLC, a Delaware limited liability company, is a member of FINRA and SIPC and is registered as a broker-dealer with the SEC. KPMG Corporate Finance LLC is also registered as a municipal advisor with the SEC and MSRB. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights 21 reserved.

Notas do Editor

  1.  2012 deal environment still murky, with two-thirds of respondents expecting the recovery in 2013 or later Companies that survived the economic downfall are leaner and better prepared to weather uncertain conditions U.S. election cycle, tax uncertainty and European economic woes will have significant impact on how companies pursue transactions Conquering due diligence issues continues to challenge dealmakers Interest in emerging markets still present, but stability of developed markets continues to hold allure
  2. Have picture of report with a link and have a few bullet points
  3. Enterprise SoftwareThe market has seen a few robust deal values in the enterprise software industry since Q2-11, as evident by the sporadic peaks in Q3-11 and Q1-12Average revenue multiples have gradually increased from 1.7x in Q4-10 to 2.4x for Q1-12, while average EBITDA multiples have increased dramatically from 8.2x in Q3-10 to 21.4x in Q3-11, until receding in Q1-12The largest recent software transaction was Hewlett-Packard’s acquisition of Autonomy in August 2011 for ≈$11bBPO and IT ServicesThe market has seen relatively sustained deal values in the BPO and IT services industry with a few robust quartersAverage revenue multiples have been less volatile than the software industry, remaining between 1.2x in Q4-09 to 1.7x Q1-12, while average EBITDA multiples have gradually decreased during 2011
  4. 1The company said that its purchase of NDS would complement its Videoscape entertainment delivery platform, taking it into emerging markets including China and India where NDS has existing customers2Transaction will increase Quest’s flexibility to drive innovation across its product lines and execute its long-term strategyInsight's track record of success with leading infrastructure software companies ensures it will be a strong partner and will increase value to all stakeholders3Taleo’s expertise in SaaS-based talent management solutions enhances Oracle’s cloud platformCreates a comprehensive cloud offering for companies to manage their HR operations, optimize costs and enhance cross functional collaboration4Vista plans to combine the British company, with Turaz, one of its existing companies that makes trade and risk-management softwareThe combination of Misys and Turaz, creates the global leader in core banking, treasury management, capital markets and enterprise risk management software5Accelerate SAP’s momentum as a provider of cloud apps, platforms & infrastructureTransaction establishes an advanced end-to-end offering of cloud and on-premise solutions for managing all business processes6Re-positions HP as a leader in the large growing enterprise information management spaceInherent value of unstructured and structured data is an exploding growth opportunity7As a result of the combination, current and future customers will benefit from a broader portfolio of products and services as well as collaboration, creativity and sharing of best practices across an expanded global community of education professionals8Blackboard’s experience as a leader in education focused solutions complements Providence Equity Partners’ extensive education industry portfolio investmentsBlackboard will utilize Providence Equity Partners’ deep understanding of the intl education marketplace & will provide educational facilities with cutting edge technology9Telvent’s strong positioning in infrastructures and best-in-class software & IT capabilities fits particularly well with Schneider Electric energy and process management expertise and global presence10With the addition of Savvis, CenturyLink will achieve global scale as a managed hosting and colocation provider and will accelerate its ability to deliver quality managed hosting and cloud capabilities to its business customers. The combination of CenturyLink's hosting and network assets with Savvis' proven solutions in colocation, managed hosting and cloud services substantially enhances CenturyLink's capabilities and provides the company with a solid platform for future growth
  5. Investment banks:451 Research Group, Corum Group“Convergence between hardware, software and services will continue to add products to the same sales chains,” said Bozdog, who is based in Palo Alto, California. (Source: http://www.bloomberg.com/news/2012-02-06/most-takeovers-since-2007-seen-spurred-by-data-torrent-tech.html)2) “Most established companies are worried about disruptive technologies,” said Chris McCabe, co-head of investment banking and head of technology, media and telecommunications banking at Cowen. “They want to make sure their company captures that growth through M&A rather than seeing that growth go to a start-up.”(Source: http://www.forbes.com/sites/thestreet/2012/01/30/bankers-bullish-on-tech-ma-for-2012/)3) “Big data, mobile and cloud technologies will drive “bold investments and fateful decisions,” market researcher IDC said in a recent report. The volume of digital information may balloon from 2.7 zettabytes this year -- the equivalent of filling 2.7 billion of Apple Inc. (AAPL)’s priciest desktop iMacs to capacity -- to 8 zettabytes by 2015, according to IDC.” (Source: http://www.bloomberg.com/news/2012-02-06/most-takeovers-since-2007-seen-spurred-by-data-torrent-tech.html)4) Signal Hill 2012 M&A Outlook - Impact of social media on enterprise software solutions - We expect there will be expanded focus on social enterprisesolution providers. Smaller firms will be acquired by larger, less agile companies looking to remain relevant and enter the social media space (Radian6/Salesforce.com, Everyday Hero/Blackbaud);Industry Research:1) “Volume last year was much higher than in 2010, and we expect this year to be the same or slightly larger”, said Jon Woodruff, co-head of technology investment banking, Goldman Sachs Group-“This year’s technology deal volume could be bigger than last year’s and 2007’s,” said Chet Bozdog, global head of technology investment banking at Bank of America Corp. Industry takeovers in 2007 reached $264.4 billion, the biggest year since 2000’s record high of $585.2 billion, data compiled by Bloomberg show. “Convergence between hardware, software and services will continue to add products to the same sales chains,” said Bozdog, who is based in Palo Alto, California. (Source: http://news.businessweek.com/article.asp?documentKey=1377-aKE1QOeolAX4-5S0JK32RO1ASKBJ48SUVEAKOK3)-Corum Group Research on 2012 M&A Outlook: Predicts M&A deal $ volume of $250 billion2) 451 Research Group, Bloomberg interview on Tech M&A in 2012 (Source: http://www.ustream.tv/recorded/19431481)3) Source: Corum Group Research on 2012 M&A Outlook4) Signal Hill 2012 M&A Outlook - Increased interest in vertically focused solutions - Historically, larger entities looking to gain domain expertise in newindustries have reached for vertical application targets. We expect companies will look to these acquisitions in 2012 as customers continue to demand vertical functionality “out-of-the-box” (Cúram and DemandTec/IBM).
  6. “Volume last year was much higher than in 2010, and we expect this year to be the same or slightly larger”, said Jon Woodruff, co-head of technology investment banking, Goldman Sachs Group (Source: http://news.businessweek.com/article.asp?documentKey=1377-aKE1QOeolAX4-5S0JK32RO1ASKBJ48SUVEAKOK3)-“This year’s technology deal volume could be bigger than last year’s and 2007’s,” said Chet Bozdog, global head of technology investment banking at Bank of America Corp. Industry takeovers in 2007 reached $264.4 billion, the biggest year since 2000’s record high of $585.2 billion, data compiled by Bloomberg show. “Convergence between hardware, software and services will continue to add products to the same sales chains,” said Bozdog, who is based in Palo Alto, California. (Source: http://news.businessweek.com/article.asp?documentKey=1377-aKE1QOeolAX4-5S0JK32RO1ASKBJ48SUVEAKOK3)-Cloud computing, which allows companies to access information over the Internet from external data centers, and desktops’ shift to mobile devices, will continue to be “huge multiyear trends,” said Drago Rajkovic, head of technology mergers and acquisitions at JPMorgan Chase & Co. (Source: http://news.businessweek.com/article.asp?documentKey=1377-aKE1QOeolAX4-5S0JK32RO1ASKBJ48SUVEAKOK3)-2012 has a perfect storm of trends in disruptive technology, tax changes, industry consolidation, new buyers, and record cash reserves held by major technology companies, all of which will make it best year since the dot-com era for M&A in software, Internet, IT and related technologies,” said Bruce Milne, Corum CEO and ‘Selling Up Selling Out’ Conference Chair. (Source: http://www.datasite.com/2012-perfect-storm-technology-mergers-acquisitions042.htm, http://www.prweb.com/releases/techma/sandiego/prweb9209150.htm)-” Big data, mobile and cloud technologies will drive “bold investments and fateful decisions,” market researcher IDC said in a recent report. The volume of digital information may balloon from 2.7 zettabytes this year -- the equivalent of filling 2.7 billion of Apple Inc.’s priciest desktop iMacs to capacity -- to 8 zettabytes by 2015, according to IDC. -IBM, Mark Loughridge (CFO): “I do think the acquisition play is a good one, and I do think the market’s in a more reasonable position.”, “Our focus on key growth initiatives and investments in innovation are enabling us to expand into new markets, and capitalize on trends like analytics and cloud” (Source: http://seekingalpha.com/article/320777-international-business-machines-management-discusses-q4-2011-results-earnings-call-transcript?part=qanda)-BMC, 10K report (May-11): We continue to invest in our technology leadership, including in the areas of cloud computing, virtualization and software-as-a-service. In addition to our ongoing product development efforts, we consummated two strategic acquisitions within our ESM segment during fiscal 2011, by acquiring GridApp Systems and the software business of Neptuny S.r.l. The former expands our ESM offerings to include advanced database automation for physical, virtual and cloud environments while the latter expands our capabilities in capacity management, enhancing our ESM portfolio and cloud management capabilities.