2014 Tech M&A Monthly - Myths, Misconceptions, & Misinformation

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Global Tech M&A Monthly
Myths, Misconceptions & Misinformation
12 June 2014

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Nat joined Corum in 1996 and brings a diverse background in technology M&A and law. While with the
Enforcement Division of the U.S. Securities and Exchange Commission, Nat helped identify and build cases
against securities fraud schemes. With the Strategic Development Division of Morgan Stanley's M&A group, Nat
worked on cross-border acquisitions of U.S. and European companies by Japanese firms, and on financings by
large Japanese public companies. Nat moved to Morgan Stanley's Tokyo office, where he reported directly to
the President of Morgan Stanley, Japan Ltd. and focused exclusively on cross-border M&A.
After Morgan Stanley, Nat co-founded Postcard Software, a creator of advertiser-driven bilingual (English and
Japanese) Internet content. At Activision, Nat led the company's on-line business development.
Nat earned an undergraduate degree in Japanese literature from Yale College and a law degree from UCLA.
While in law school, Nat wrote articles for the International Forum at Yale, Tokyo Journal.
Nat Burgess
President
Corum Group Ltd.
Moderator

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Agenda
 Welcome
 Conference Report – World Financial Symposiums
 Field Report- DRB Systems
 Top Ten Tech Trend – Information Security & BeeWare
 Research Report
 Myths, Misconceptions & Misinformation
 Closing Thoughts
 Q&A

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Jon Scott
Senior Vice President
Corum Group Ltd.
Jon joined Corum in 2010 out of their Seattle headquarters and is now based in Amsterdam. He has close to
30 years experience serving high technology companies with the last 20 mainly in chief operating and chief
executive roles. During this time Jon has become known for his ability to successfully integrate strategies and
tactics into well executed operating plans, building strong teams and achieving excellent results.
Jon has served as President and CEO of The PowerTech Group, a security and compliance software company
sold to Help/Systems in 2008, and Microserv Technology Services, a nationwide tech services company which
was acquired by Halifax Corporation in 2003. Earlier he served as President and COO of Traveling Software, a
leading developer of communications software in Seattle. Prior to his operating roles Jon held vice president
roles in sales, marketing and business development for technology companies.
Jon has taught in the software product management program at the University of Washington and holds a
business administration degree from San Francisco State University.
Conference Report – WFS London

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Corum's former President and now Chairman, Ward Carter's technology background includes a variety of
management positions with the Burroughs Corporation (later Unisys). Then, as vice president of a Wall Street
investment firm and as principal in a regional venture firm, he raised capital for ventures in computer hardware,
software, and biotechnology. As an executive for a Seattle-based archival storage software company, he attracted
venture capital and assisted with the eventual acquisition of the company by a larger competitor. As president of
InfoMatrix, and later Discovery Sales + Marketing, Ward provided strategic consulting support to emerging
software companies.
He joined Corum in 1997, has successfully managed numerous software company mergers and acquisitions
worldwide, was appointed President in 2006 and Chairman in 2010. He graduated with Honors from Seattle
University with a B.A. in Business.
Ward Carter
Chairman
Corum Group Ltd.
Spotlight Report – SaaSField Report – DRB Systems

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Jon Scott
Corum Group Ltd.
Top Ten Tech Trend – Information Security

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The Corum Top Ten 2014 Disruptive Technology Trends
Building Barriers in an Age of Blurred Lines
Information Security
 Other trends about knocking
down walls—increasing
demand to build some walls
stronger.
 Encompasses both
enterprise and consumer
privacy, security, anonymity,
encryption, identity
management, etc.
 NSA/RSA scandal opens
door for point solutions and
more diverse standards.

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Jon Scott
Corum Group Ltd.
Field Report – Information Security Deal

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Corum Research Report
Elon Gasper
Vice President,
Director of Research
Amber Stoner
Senior Analyst

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Public Markets
0%
5%
10%
15%
20%
25% Weekly Percentage Change
NASDAQ S&P TECH Dow Jones

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May 2013 May 2014
# of Transactions 287 318
# of Mega Deals 3 2
Largest Deal $6.9B $3.0B
Private Equity Deals 19 13
# VC backed Exits 67 70
% Cross Border Transactions 28% 34%
% of Startup Acquisitions 19% 9%
Average Life of Target 13 15
Corum Index
Buyer Seller Price
Apple
Beats
Electronics
$3.0B
Vantiv
Mercury
Payment
Systems
$1.7B

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May 2013 May 2014
# of Mega Deals 3 2
Corum Index
Buyer Seller Price
Apple
Beats
Electronics
$3.0B
Vantiv
Mercury
Payment
Systems
$1.7B
Sold to
Target: Beats Electronics
Acquirer: Apple
Transaction Value: $3 billion
- Headphones, earbuds, speakers and related accessories as well as a
subscription-based music streaming service.
- Acquisition is nearly 8x larger than Apple's largest prior deal.
Deal Spotlight

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May 2013 May 2014
# of Mega Deals 3 2
Corum Index
Buyer Seller Price
Apple
Beats
Electronics
$3.0B
Vantiv
Mercury
Payment
Systems
$1.7B
Sold to
Target: Mercury Payment Systems
Acquirer: Vantiv, Inc.
Transaction Value: $1.65 billion
- Credit and debit-focused payment processing software that integrates with
POS systems.
- Second acquisition of an integrated payments company in less than a year.
Deal Spotlight

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Infrastructure Software Market
2.3x
13.7x
Public Valuation Multiples
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2014
Holding steady,
supported by cloud
infrastructure and
security companies.
Glides back a bit, but still
high supported by
Security deals high
valuations.

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2.3x
13.7x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2014
Stand still, ready for
new cloud infrastructure
companies
high supported by
Security deals high
valuations
Sold to
Sector: Security
Target: Gazzang, Inc.
Acquirer: Cloudera
Transaction Value: Undisclosed
- Cloud-based data encryption software for securing big data and key
management software for securing digital assets.
- Utilize Gazzang as the foundation of a unified Hadoop protection strategy.

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2.3x
13.7x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2014
companies
high supported by
Security deals high
valuations
Sold to
Sector: Security
Target: nPulse Technologies, Inc.
Acquirer: FireEye, Inc.
Transaction Value: $60 million
- Brings FireEye network forensics capabilities to complement threat detection
and endpoint forensics it picked up with Mandiant.
- Will allow FireEye to span the incident response and investigation domains.

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2.3x
13.7x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2014
companies
high supported by
Security deals high
valuations
Sold to
Sector: Security
Target: ThreatGRID, Inc.
Acquirer: Cisco
- Cloud-based software to upload and analyze data that identifies malware.
- Enhances Cisco’s Advanced Malware Protection portfolio developed by its
2013 acquisition of Sourcefire.

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2.3x
13.7x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2014
companies
high supported by
Security deals high
valuations
Sold to
Sector: Security
Target: LetMobile [Israel]
Acquirer: LANDesk Software
- Brings data-loss prevention for email to the mobile device management
products it obtained in its 2012 WaveLink acquisition.
- Setting itself apart by offering LetMobile's DLP software to secure data
flowing through employees' native email apps.

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2.3x
13.7x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2014
companies
high supported by
Security deals high
valuations
Sold to
Sector: Security
Target: Wurldtech
Acquirer: General Electric Company
- Network device penetration testing for oil and gas, manufacturing, medical,
chemical, pharmaceutical and water treatment markets.
- Will enhance the reliability of Industrial Internet operations.

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Internet Market
2.1x
12.4x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2014
Wary market values
real revenue, and at
rational, not
exuberant, levels.
Overall valuations
continue to be high
despite recent
disappointing IPOs.

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Date Target Description
5 - May
Automated and predictive inventory management SaaS for
retailers. Acquihire, with service to be shut down.
6 - May
Online advertising analytics and customer analytics SaaS.
Transaction value of $150 million.
7 - May
Retail web presence SaaS. Another retail-focused acquihire, with
service to be shut down.
7 - May
System, cloud environment, infrastructure and Amazon Web
Services monitoring and performance management SaaS.
19 - May
WordLens translation app that uses smartphone camera
to recognize and translate in real-time.
19 - May
BYOD MDM software using secure containers to separate personal
and corporate data. Transaction value of $130 million.
May Acquisitions

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Internet Market
2.1x
12.4x
Deal Spotlights: TripAdvisor
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1 May 2014
Wary market values
real revenue, and at
rational, not
exuberant, levels.
Overall valuations
continue to be high
despite recent
disappointing IPOs
Sold to
Target: Vacation Home Rentals
- Service for consumers in the US to book rental accommodations globally.
Target: La Fourchette SAS [France]
- Restaurant reservation service for consumers in Europe in French, English and Spanish.
Target: Tripbod [UK]
- Online itinerary planning service, connecting travelers with specific destination experts.
Sold to
Sold to

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IT Services Market
0.74x
9.1x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1
Volatile and
tactically driven in a
choppy market.
Multiples holding
steady at two-
year high.
May 2014

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IT Services Market
0.74x
9.1x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1
Buyers do not seek
to acquire profits
rather
technologies.
The multiplier is
holding the two
years high.
May 2014
Sold to
Target: Defense.Net, Inc.
Acquirer: F5 Networks
- Cloud-based security services for protecting data centers and Internet
applications from distributed denial-of-service (DDoS) attacks.
- Defense.Net’s high-capacity cloud service is complementary to F5’s existing
on-premise DDoS Protection capabilities.

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IT Services Market
0.74x
9.1x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1
Buyers do not seek
to acquire profits
rather
technologies.
The multiplier is
holding the two
years high.
May 2014
Sold to
Target: Onyxware Corporation
Acquirer: Endgame Systems, Inc.
- Security software development and prototype design services focusing on
mobile device and BYOD security for government markets.
- Helps accelerate growth in federal market and addresses growing demand
for dynamic defense capabilities in the commercial sector.

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Consumer Application Software Market
2.2x
8.8x
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1
Multi-year highs
supported by
jockeying for positions
in the booming video
game market.
May 2014
While in the other
sector, digital content,
buyers and investors
continue to find
increasing value in
profits.

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2.2x
8.8x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1
Valuation shows
significant gains since
last year…
May 2014
… and under the
influence of high
interest to consumer
sector EBITDA
displays slightly
increase.
Sold to
Sector: Healthcare
Target: HealthcareMagic [India]
Acquirer: Ebix Inc.
Transaction Value: $6 million cash + $12.5 million earnout potential
- Upload a health-related question and related lab results or photographs and
a network of participating doctors will provide answers or advice.
- Consumer SaaS subscription model

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2.2x
8.8x
Deal Spotlight
EV
Sales
Corum Analysis
EV
EBITDA
Since Q1
Valuation shows
significant gains since
last year…
May 2014
… and under the
influence of high
interest to consumer
sector EBITDA
displays slightly
increase.
Sold to
Sector: Healthcare
Target: Caring, Inc.
Acquirer: Bankrate, Inc.
- Online information, review and directory information for seniors' caregivers
that generates revenue by creating new leads for senior care facilities.
- Departure from Bankrate’s recent insurance-related acquisition streak.

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Corum Research Report
Elon Gasper
Vice President,
Director of Research
Amber Stoner
Senior Analyst

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M&A Myths, Misperceptions, & Misinformation
Buyers?
Valuation?
Growth?
Profit?Offers?
Advisors?
Global
Search?

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A leader in the software industry, Bruce has founded or owned four software companies, including the largest
vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related
company in the world.
He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding
investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past
advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of
the WTIA, the nation’s most active regional technology trade association.
He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200
most influential individuals in the IT community in Europe. He was also the only American juror for the recent
Tornado 100 Awards given to Europe’s top technology firms
A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for
success, including Power Planning. He is a frequent lecturer and author.
Myth #1
Bruce Milne
CEO
Corum Group Ltd.

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“Good companies are bought, not sold.”

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Myth #2
Rob has over 30 years of executive and entrepreneurial experience in multiple technologies: Integrated
circuit testing, industrial process automation and control, communications software, security software, and
energy software and services.
Rob has founded and sold several companies and engaged in two IPOs. He was most recently CEO of
Evergreen Fuel Technologies, Inc. in the energy sector. Rob is a broadly skilled strategic development
professional with a proven reputation for targeting, negotiating and developing profitable ventures and a
demonstrated ability to successfully analyze an organization's critical business requirements, identify
deficiencies and opportunities, and develop innovative and cost-effective solutions for enhancing
competitiveness, increasing revenues, and improving customer relationships.
Rob Schram
Corum Group Ltd.

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“You already know your buyer.”

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Ed Ossie
Regional Director
Corum Group
Ed has over 30 years of international experience serving high-growth technology companies and has spent the
last 20 years in chief operating and chief executive roles. During this time, Ed has become known for his ability to
design, build and execute multi-year growth strategies with a highly engaged team. The high performance teams
operate in a trust-based company culture which in turn drives scale and strong customer relationships, producing
profitable growth.
Ed served as President of Innovation Group PLC, and prior to that led the sale of MTW Corporation to Innovation
Group as MTW CEO. Both companies are in the insurance software and business process services segments.
Prior to that he was Division Manager and Vice President for the Texas Instruments Software Group, which grew
from startup to 1300 people in 5 years.
Today he advises a number of high-growth technology teams on how they might win, shape and scale their
operations to create viable high impact options for their future. Ed graduated with a Bachelor of Science degree
from Missouri State University and attended select Executive Programs at Stanford Graduate School of Business,
such as the Executive Program for Growing Companies and the 2011 Directors Consortium.
Myth #3

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“Profits are more important than growth.”

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John Simpson
Vice President
Corum Group Ltd.
Prior to joining Corum’s team, for 12 years John ran a leading boutique M&A firm in Silicon Valley
specializing in technology-based transactions that included company sales and acquisitions, asset
divestitures, management buyouts and capital raises.
Previously John spent more than 20 years in the enterprise software arena, including C-level executive roles
with BMC Software Inc. Ingres Corporation, and DEC. During these assignments he managed product lines
located across the USA and Europe, and drove multimillion $$ strategic alliances and OEM sales channels.
John also participated in several software startups in Silicon Valley during the 1980's, including founding
Analytica, one of the industry's first ever software firms to be venture-capital funded.
John has been a presenter and panelist at many technology and business conferences in the USA and
Europe. He is a past member of Microsoft's Advisory Board for Application Development. He has published
numerous articles on Growth & Exit planning, and has taught M&A basics to burgeoning capitalists in
Shanghai, China.
Myth #4

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“When you receive an offer, just try to get that
deal done, a detailed search isn’t needed.”

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Jeff Brown
Vice President
Corum Group Ltd.
Jeff joined Corum in 2007 as Regional Director in Houston, Texas. He has over 25 years of entrepreneurial
and consulting experience building software and business services companies. He specializes in
information technology for engineering, scientific and business applications. He also understands the
energy industry and multinational operations.
Jeff helped form and was President of Severn Trent Worksuite, a FTSE 100 subsidiary, which became the
leading provider of enterprise and wireless workflow management software. Jeff was Vice President at
IntelliGIS, a pioneer in geographic information systems and wireless computing. Additionally, he launched
Western Hemisphere operations for Simon Petroleum Technology, a provider of petroleum reservoir
management software, and was a member of the initial management team at GeoQuest Systems, which
became the leader in petroleum decision support systems.
Jeff began his career on the research staff at Columbia University and is a published author. He holds a
degree in Geology from the State University of NY.
Myth #5

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“Buyers prefer you not to have an intermediary,
and having one may kill the deal.”

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Nat joined Corum in 1996 and brings a diverse background in technology M&A and law. While with the
Enforcement Division of the U.S. Securities and Exchange Commission, Nat helped identify and build cases
against securities fraud schemes. With the Strategic Development Division of Morgan Stanley's M&A group, Nat
worked on cross-border acquisitions of U.S. and European companies by Japanese firms, and on financings by
large Japanese public companies. Nat moved to Morgan Stanley's Tokyo office, where he reported directly to
the President of Morgan Stanley, Japan Ltd. and focused exclusively on cross-border M&A.
After Morgan Stanley, Nat co-founded Postcard Software, a creator of advertiser-driven bilingual (English and
Japanese) Internet content. At Activision, Nat led the company's on-line business development.
Nat earned an undergraduate degree in Japanese literature from Yale College and a law degree from UCLA.
While in law school, Nat wrote articles for the International Forum at Yale, Tokyo Journal.
Nat Burgess
President
Corum Group Ltd.
Myth #6

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“Going to market too early can hurt my value.”

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Q&A
 We welcome your questions!
 Use Q&A window on right side
 Submit to queue at any time
 Ask “all panelists” – see “ask” option above text-entry box

2014 Tech M&A Monthly - Myths, Misconceptions, & Misinformation

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2014 Tech M&A Monthly - Myths, Misconceptions, & Misinformation