USA Switzerland Germany France United Kingdom Canada Sweden Brazil Casual Connect M&A Boot Camp Jim Perkins Regional Director Digital Media Specialist Corum Group, Ltd. jimp@corumgroup.com +1.602.284.7805 www.corumgroup.com The Corum Group M&A specialists since 1985 – only software/related tech Only work on sell-side, primarily with privately held firms Offices globally – 60% of transactions cross border Developed the “Optimal Outcome” M&A process Employs a team approach - fully offloads clients with 5 experts Senior negotiators are former CEOs – selling/results oriented Largest educator in the world – builds buyer relations Largest proprietary buyer database – provides client advantage Corum Group Presentation ■ 2 Industry Leadership Corum Group Presentation ■ 3 Sold More Firms Than Anyone Tific is a leading vendor in SaaSbased remote help support systems. PlumChoice: USA Tific: Sweden inubit AG is the technologically leading provider for Business Process Management (BPM) software. Bosch: Germany Inubit: Germany Instantiations is a leading vendor in platform specific development tools. Edvantage Group’s SaaS-based learning solutions are used by over 500,000 users across hundreds of organizations to develop employee skills and competencies. Google: USA Instantiations: USA Lumesse: United Kingdom Edvantage Group: Norway Petrospec is a leader in geopressure analysis and drilling engineering SW for hydrocarbon exploration and production. Geoservices Group: France Petrospec: USA Cintellate works in the areas of environment, health, safety (EHS) and risk-related performance. SAI Global: Australia Cintellate: Australia Corum Group Presentation ■ 4 Recent Corum Transactions Satori Software is a leader in address management tools with focus on the postal delivery space. Neopost: France Satori Software: USA Apex Systems of Singapore is a leader in the Asia-Pac region for banking and insurance solutions. NTT Data: Japan Apex Systems: Singapore has acquired 360 is a recognized player in field workforce management, with a SaaS offering. IFS: Sweden 360 Scheduling: UK Altitude is a leading provider of Telecommunication Management Solutions to businesses globally. BBVA / iP: Spain Altitude: Portugal The ECM division of Beta Systems is a recognized leader in output management for the financial and postal sectors. The Nefsis videoconferencing software and online service was the first to use cloud computing in the videoconferencing industry. BancTec: USA Beta Systems: Germany Brother: Japan Nefsis: USA Corum Group Presentation ■ 5 M&A Boot Camp - Agenda Overview - Market Perspective M&A Activity- Valuations Achieving an Optimal Outcome 8 Required stages of the M&A Process Avoiding the Deal Disasters Improve Your Odds – Get Educated The Most Important Transaction of Your Life Corum Group Presentation ■ 6 Agenda Overview - Market Perspective M&A Activity Achieving an Optimal Outcome 8 Required stages of the M&A Process Avoiding the Deal Disasters Improve Your Odds – Get Educated The Most Important Transaction of Your Life Corum Group Presentation ■ 7 Gartner Top 10 Strategic Technologies 1. Media tablets & beyond Expected iOS/Android will dominate the market with 80% of tablets shipped by 2015 Entering the post-PC era – Windows just one of a variety of environments 2. Mobile-centric applications and interfaces More than 70 billion mobile app store downloads by 2014 50% of tools optimized for app development in 2010 will be acquired or disappear by 2014 3. Social and contextual user experience Context-aware computing uses information about end users or objects environment to improve interaction Corum Group Presentation ■ 8 Gartner Top 10 Strategic Technologies 4. Application stores and marketplace Rise of enterprise app stores that can develop specific apps Use a managed diversity system approach 5. The Internet of everything Cameras, sensors, recognition etc. now all part of environment Privacy issues a concern 6. Next-generation analytics Mobile devices performing analytics themselves Analytics to enable and track collaborative decision making 7. Big data New techniques to handle extreme data Enterprises just can’t store it all Corum Group Presentation ■ 9 Gartner Top 10 Strategic Technologies 8. In-memory computing Most devices will have persistent flash memory New layer of memory hierarchy A long-term, disruptive trend on par with Cloud computing 9. Extreme low-energy servers Server technologies are going to change to handle big data More smaller, slower, physical servers vs. fewer virtual ones 10. Cloud Computing Next-gen battleground for Google, Amazon & others Focus on hybrid private/public cloud apps & improving security and governance Corum Group Presentation ■ 10 M&A is the Primary Source of Liquidity In Dollar Volume (Billions) – All Industries Corum Group Presentation ■ 11 M&A – Cash Is King Company Total Cash Reserves 2007 2012 Total Increase Amount Percent Held Offshore Amount Percent AAPL $9 $98 $89 989% $64 65% MSFT $6 $59 $53 883% $50 85% CSCO $3 $42 $42 1050% $41 89% GOOG $6 $45 $39 650% $20 44% ORCL $6 $25 $25 417% $21 68% INTEL $9 $15 $6 67% $7 47% EMC $4 $9 $5 125% $5 56% All estimates in US$Billions Corum Group Presentation ■ 12 Agenda Overview - Market Perspective M&A Activity Achieving an Optimal Outcome 8 Required stages of the M&A Process Avoiding the Deal Disasters Improve Your Odds – Get Educated The Most Important Transaction of Your Life Corum Group Presentation ■ 13 Software M&A Activity 2002-2012 Total Deal Volume vs. Total Deal Value $457b $432b $373b $301b $226b 4029 4500 $150b $200b 3640 4000 $83b 3500 $62b 3040 $220b 3696 3015 3008 $250b 3800 3212 3000 2500 2081 1921 2000 1508 1500 1000 500 0 2002 2003 2004 2005 2006 Deal Volume 2007 2008 2009 2010 2011 2012 Dollar Value Corum Group Presentation ■ 14 Top Strategic Acquirers: 2011 33 21 13 13 12 11 11 10 9 9 9 8 8 8 8 8 7 Corum Group Presentation ■ 15 Gaming M&A History Source: Digi-Capital Corum Group Presentation ■ 16 Top Private Equity Acquirers: 2011 18 15 12 10 10 8 8 7 7 7 6 1 2 3 4 5 6 7 8 9 10 11 6 12 4 4 13 14 Corum Group Presentation ■ 17 Corum Index Corum Index 2010 2011 Change # of Transactions 3212 3696 15.0% # of Mega Deals 41 51 24.3% $7,680 $12,500 62.7% % Sub-$100M 19% 18% Private Equity Deals 308 403 30.8% Private Equity Value $35,647 $36,387 2.0% # VC backed Exits 615 739 20.1% All Cash (announced) 43% 43% % Targets were Public 13% 11% % Public Buyers 51% 49% Largest Deal *$ values in millions Corum Group Presentation ■ 18 10 Reasons Tech M&A Will Remain Strong 1. Extraordinary change – interrelated mega trends 2. Strategic buyers have record cash 3. Debt is at lowest cost ever 4. Private equity - over $500 billion available 5. New public foreign buyers (e.g. China, India) Corum Group Presentation ■ 19 10 Reasons Tech M&A Will Remain Strong 6. Entrance of new non-tech buyers (e.g. Bosch) 7. Many large private buyers 8. American companies are cheap to foreign investors 9. Most US buyers cash is international (e.g. Skype) 10. Software rising in importance (e.g. HP, IBM) Corum Group Presentation ■ 20 Agenda Overview - Market Perspective M&A Activity- Valuations Achieving an Optimal Outcome 8 Required stages in M&A Process Avoiding the Deal Disasters Improve Your Odds – Get Educated The Most Important Transaction of Your Life Corum Group Presentation ■ 21 Selling Your Company… Requires time due to regulatory environment Far more tasks than people realize Due diligence creates deal fatigue Failure rate is 80% for self-managed transactions …For the most important transaction of your life, do it right: seek an Optimal Outcome! Corum Group Presentation ■ 22 The Inherent Problem in M&A Seller Buyer Price Structure Liabilities Taxes Risk You will be diametrically opposed on EVERYTHING! Corum Group Presentation ■ 23 What is Optimal Outcome? Valuation Maximization Creating the Best Transaction Structure Minimizing Personal Liability/Risk Reducing Tax Liability and Holdbacks Structuring Ideal Employment/Non-competes Providing for Proper Integration Corum Group Presentation ■ 24 8 Required Stages in M&A Process Preparation 1 2 Research 3 Closing Negotiation Contact 4 Discovery 5 6 Due Diligence 7 8 Integration Corum Group Presentation ■ 25 Optimal Outcome – 8 Stages 1 2 3 4 5 6 7 8 Preparation Set tasks, timeline Allocate staff resources Conduct internal due diligence Compile business/marketing plan Ready financials/projections Ready presentation materials Corum Group Presentation ■ 26 Optimal Outcome – 8 Stages 1 2 3 4 5 6 8 7 Research Prepare buyers list (A&B level, financial, non tech) Perform strategic analysis on each buyer Prepare preliminary valuation Determine proper contact (Execs, EA’s, advisors) Outside advisor/board/investor influencers Prepare position statement for each buyer Corum Group Presentation ■ 27 Optimal Outcome – 8 Stages 1 2 3 4 5 6 7 8 Contact Create introductory correspondence Draft/customize executive summary Execute NDAs and non-solicitations Screen initial interest, valuation expectations Establish log on all communications Refine position/process based on feedback Corum Group Presentation ■ 28 Optimal Outcome – 8 Stages 1 2 3 4 5 6 7 8 Discovery Coordinate conference calls, site visits, and meetings Establish technology review process Prepare formal valuation report Develop synergy and contribution analysis Set up NDA with customers, contractors, etc. Finish due diligence on buyer Corum Group Presentation ■ 29 Optimal Outcome – 8 Stages 1 2 3 4 5 6 7 8 Negotiation Organize and host final visits Provide structure guidance Create an auction environment Negotiate with top bidder(s) Sign Letter of Intent (L.O.I.) Inform other bidders of No Shop Corum Group Presentation ■ 30 Optimal Outcome – 8 Stages 1 2 3 4 5 6 8 7 Due Diligence Verification of financial statements/projections Determine if outside advisors/opinions needed Establish confidential data room Technical/Legal/Ownership due diligence Written explanation of business model/methodologies Complete definitive agreement/attachments Corum Group Presentation ■ 31 Optimal Outcome – 8 Stages 1 2 3 4 5 6 8 7 Closing Final reps & warranties Determine escrow hold-backs Final opinion(s) Sign contracts Arrange payment/distribution Regulatory filings Corum Group Presentation ■ 32 Optimal Outcome – 8 Stages 1 2 3 4 5 6 7 8 Integration Advanced planning – during negotiation Determine synergies Best practices analysis Interim transition team Employee retention plan Set up monitoring/reporting Corum Group Presentation ■ 33 Optimal Process – 8 Stages Will Yield 20 to 300 Global Buyer Candidates (depends on your size) 700 to 1,000 Communications of Various Kinds 10 to 30 Expressions of Interest 5 to 15 Typically 6 contacts to NDAs get to first discussion 3 to 8 29 contacts to get to Qualified Parties meaningful dialogue 1 to 3+ Offers Corum Group Presentation ■ 34 With a Professional Global Search 9 – 12 months required to complete because of workload, SOX and buyer DD considerations 3 – 5 man years of professional work involved to do the job right from preparation to final close 75% of the time there are other buyers willing to pay more than first firm that approached with offer 48% is the average improvement from first offer to L.O.I. with an auction environment Corum Group Presentation ■ 35 M&A Uniquely Allows Entry to Top Execs Seller Buyer Do you want to buy my company? CEO J.V./Alliance FIN MKT Resell/License DIV DIV DIV DIV DIV DIV MANF DIV DIV DIV Corum Group Presentation ■ 36 5 Major Benefits of a Professional Process Model – The preparation process will help forge a better business model for your firm Research – Your strategic position will improve from the research/positioning process Market Feedback – Buyer contact will provide invaluable data/insights to help improve your value Relationships – Not everyone is a buyer, but you open many doors which will yield business Exit – The merger, asset sale or financial recapitalization of your company Corum Group Presentation ■ 37 Agenda Overview - Market Perspective M&A Activity- Valuations Achieving an Optimal Outcome 8 Required stages of the M&A Process Avoiding the Deal Disasters Improve Your Odds – Get Educated The Most Important Transaction of Your Life Corum Group Presentation ■ 38 Self-Managed M&A Process …80% Failure Rate! (for self-managed transactions) Corum Group Presentation ■ 39 Workload, Value Destroyers, Deal Killers We recently polled our advisory group, The World Technology Council, about the workload involved in the M&A process, and the pitfalls. The following are the top 60 activities, broken down into Documents and Projects, as well as Value Destroyers and Deal Killers… *WTC consists of CEOs who have sold a company, technology experts; analysts and industry luminaries from Corum’s transactions and industry leading research and educational programs (100 events a year) Corum Group Presentation ■ 40 Workload: Documents & Projects • • • • • • • • • • Corporate Preparation Business Plan Marketing Plan Org Chart Staff Bios NDA Non Solicitation Executive Summary Introduction Letter Financials 3 Yrs. • • • • • • • • • • Recast Financials Financial Package 3 Yr. Projections Pipeline Analysis Lead Process Pricing Analysis Market Research Competitive Research Buyer Research Ind. Buyer Strategy Items in RED require professional skills, confidential M&A data, inside buyer knowledge, extensive transaction experience, or outside advisors Corum Group Presentation ■ 41 Workload: Documents & Projects • • • • • • • • • • Corporate Presentation Comparable Transactions Industry Comps DCF Analysis Replacement Cost Terminal Value Valuation Report All Agreements All Litigation – Threats Shareholder Qual. • • • • • • • • • • HR Needs Audit Activity Log Terms Sheet(s) Synergy Analysis Dilution Analysis Tax Analysis Taxable Assets Negotiation LOI Items in RED require professional skills, confidential M&A data, inside buyer knowledge, extensive transaction experience, or outside advisors Corum Group Presentation ■ 42 Workload: Documents & Projects • • • • • • • • • • Stand Still Prep. Outside Opinions DD Checklist DD Timeline Merger Agreement Asset Schedule Fairness Opinion Employ. Agreement Non Competes Patent Analysis • • • • • • • • • • Customer Overview Client Sign-off Bulk Sale Sovereign Approval Proxies Security Agreements Registration Shareholder Exp. Distr. Announcements Integration Process Items in RED require professional skills, confidential M&A data, inside buyer knowledge, extensive transaction experience, or outside advisors Corum Group Presentation ■ 43 Tech M&A: Value Destroyers Improperly handled M&A process problems: Confidentiality issues externally Internal confidentiality problems Theft of technology Loss of staff (non-solicitation) Wear on management Business drop-off due to lack of focus Corum Group Presentation ■ 44 10 Biggest Deal Killers 1. Dealing with only one buyer No leverage in negotiation 2. Misalignment Shareholders & management & employees 3. Contact at wrong level, with the wrong person Not knowing the buyer well enough 4. Improper research of potential buyers “A,” “B,” financial, international, strategic 5. Not understanding the buyer’s process & models Timeline, decision-makers Corum Group Presentation ■ 45 10 Biggest Deal Killers 6. Unable to portray value properly Credibility in valuation is imperative 7. Improper due diligence preparation Affects credibility, prolongs process 8. Not qualifying buyer properly Ability to pay, interest, etc. 9. Not orchestrating all buyers properly This is the tough part! 10. Ego / Greed / Arrogance You need experience during negotiations Corum Group Presentation ■ 46 Agenda Overview - Market Perspective M&A Activity- Valuations Achieving an Optimal Outcome 8 Required stages of the M&A Process Avoiding the Deal Disasters Improve Your Odds – Get Educated The Most Important Transaction of Your Life Corum Group Presentation ■ 47 Selling Up, Selling Out – Overview PREPARATION INTERNAL DUE DILLIGENCE VALUATION METHODOLOGIES STRUCTURE LETTER OF INTENT NEGOTIATION LOI TO CLOSING INTEGRATION ACHIEVING M&A BENEFITS Corum Group Presentation ■ 48 Selling Up, Selling Out (SUSO) Since 1990, the most attended executive conference in technology history More events hosted than all other competitive conferences combined Over $1.5 trillion in transaction value by attendees – buyers and sellers …the definitive Tech M&A education Corum Group Presentation ■ 49 Key Questions Addressed at the SUSO What are buyers looking for? How do you position for a higher value? How to optimize your business model? Which agreements/contracts are critical? Why is full disclosure mandatory? Full disclosure or go to jail? How to best present yourself? Get ready – Buyer’s due diligence checklist! Corum Group Presentation ■ 50 Financial Statements Financial Statements *(audit will likely be required) Projections *(Remember – buyers are buying future earnings) Year 1 Financials Current Year Financials Year 2 Financials Year 1 Projected Financials Year 3 Financials Year 2 Projected Financials Year 3 Projected Financials Corum Group Presentation ■ 51 Key Questions Addressed at the SUSO What financials are necessary? How do you prepare projections? How do you avoid the accounting landmines? How to create an executive summary that gets attention? Introductory letter – the toughest job of all! The must-haves in a financial memorandum? Mastering the elevator pitch What are strategic buyers? Corum Group Presentation ■ 52 Key Questions Addressed at the SUSO Understanding the role of rabbits? When should financial buyers be engaged? Why a valuation is required? The 25 things buyers value? Understanding the intangibles? Why bankrupt companies may be worth a fortune? Where are you in the valuation lifecycle? What are the valuation methods not to use? Corum Group Presentation ■ 53 Value Is Driven By A Range Of Factors Market Dynamics Financial Dynamics Organizational Dynamics Market Growth Revenue Leadership/ Market Position Earnings Talent/Skills Level of Competition Growth Rate Product/Technology Barriers to Entry/ Exit Cash Flow Sales Channels Threat of Substitution Balance Sheet Customer Base Corum Group Presentation ■ 54 Key Questions Addressed at the SUSO How to get data from market based methods? Creating models for income based methods The complexity of cost based methods The importance of recasting How to present a formal valuation Master DCF analysis Why is structure more important than price? Elements of a good structure Corum Group Presentation ■ 55 Primary Ways to Value a Software Company 1 2 3 4 5 Sales Multiple (EV/S) – Public Company EBITDA Multiple (EBITDA/S) Similar Company Transaction Sales Multiple (EV/S) – Public Company Discounted Cash Flow (DCF) Replacement Value Earnings Multiple (PE) Corum Group Presentation ■ 56 Key Questions Addressed at the SUSO Do you want to sell stock or assets? Complexities of asset purchases Standards in employment agreements Why you need a non-compete? The “active” vs. “passive” shareholder dilemma The wild world of earn outs How to minimize the tax impact? Complexities of cross-border deals Corum Group Presentation ■ 57 Structure Highest Potential Price Earn-out Employment Agreements Assumption of Debt The more willing the seller is to take contingent or time payments and share the risk with the buyer, the higher the potential price a buyer is willing to pay. Notes Stock Cash Lowest Price (least risk to seller) Corum Group Presentation ■ 58 Key Questions Addressed at the SUSO Understanding what you are negotiating Questions to ask a buyer How to avoid serial negotiation Negotiation: how to qualify the buyer? How to control a negotiation? Using your “straw man” effectively Avoiding the deal “Screamers” When to engage a lawyer? Corum Group Presentation ■ 59 Forms of Payment – Structure Analysis Five Representative Transactions ($10 Million+ in Trailing Revenue) In USD millions A B C D E Value (Est.) 6.0 21.0 115.0 52.0 35.0 Cash 6.0 16.0 50.0 42.0 35.0 Public Stock No No No No No Private Stock No Yes No No No Employment Agreement No Yes Yes Yes Yes Consulting Agreement Yes Yes No Yes No Non-Compete Yes Yes Yes Yes Yes Earnout No Yes Yes Yes No Employee Bonus No No Yes Yes No Escrow & Adj. Yes Yes Yes Yes Yes Corum Group Presentation ■ 60 Key Questions Addressed at the SUSO What is the role of your accountant? Using your intermediary effectively What is typical negotiation flow? What are the elements of an LOI? Your greatest lever – “no shop” Be wary of “conduct of business” When is an LOI binding? The evolution of the LOI process Corum Group Presentation ■ 61 Negotiation – Typical Flow Seller delivers counter offer Verbal, email and written offer and counter offer Buyer issues draft “Letter of Intent” (LOI) Negotiations continue until parties agree on LOI content Due diligence and drafting of definitive agreement Closing Corum Group Presentation ■ 62 Key Questions Addressed at the SUSO How to keep from being Due Diligence road kill? What are the elements of a definitive process? Making it to close without the personal wear and tear Understanding buyer’s warning signals Integration – the biggest reason for failure. Understanding what needs to be integrated How to set an integration plan? How to keep your key people? Corum Group Presentation ■ 63 Agenda Overview - Market Perspective M&A Activity- Valuations Achieving an Optimal Outcome 8 Required stages of the M&A Process Avoiding the Deal Disasters Improve Your Odds – Get Educated The Most Important Transaction of Your Life Corum Group Presentation ■ 64 Buyers vs. Sellers: Opposed on Everything Seller Buyer Price Structure Liabilities Taxes Risk Remember: You May Be Negotiating with Your Future Boss! Corum Group Presentation ■ 65 Advantage of a Professional Intermediary An experienced intermediary can navigate the built in conflicts between buyer and seller. Moreover they show the buyer that: They are not the only potential partner. You are serious. Potential Acquirer Intermediary: No Serial Negotiation Autonomy/HP Motorola/Google Intermediary: +50% Corum Group Presentation ■ 66 What to Look for in an M&A Advisor 1. Are they centered on your industry – software/tech? 2. Is there focus – sell-side transaction experience? 3. Are they conflicted with buyers, consulting, opinions, etc.? 4. Do they have senior staff involved? No juniors allowed! 5. Is there a team assigned? This is not a one-man effort. Corum Group Presentation ■ 67 What to Look for in an M&A Advisor 6. Are they international? The buyers are. 7. Do they have proprietary buyer information/contacts? 8. Are they a respected group in their field? 9. Do they have a detailed global search process? 10. Is there a track record of success? Results oriented? Corum Group Presentation ■ 68 Optimal Outcome – The Corum Database Developed over 25 years with nearly 10 million entries Based on proprietary client activity reporting technology Supplemented by every major research organization Data updated with world largest educational program Represents approximately $25 million in investment Contains the most in-depth buyer information in the world A decided advantage for buyer response, negotiations Corum Group Presentation ■ 69 Corum Proprietary Database – Advantages Helps to insure that you get to the right people Insider strategic knowledge improves getting attention Provides proprietary knowledge of buyer valuation metrics Gives advanced notice of DD required Includes library of buyer contracts, NDAs, etc. Invaluable aid in negotiation process Corum Group Presentation ■ 70 After the Deal – Celebration Corum Group Presentation ■ 71 M&A Is About Changing Your Life What’s your dream? Corum Group Presentation ■ 72 Contact Information Corum Group Ltd. 19805 North Creek Parkway Suite 300 Bothell, WA 98011 USA +1 425-455-8281 Corum Group International S.à.r.l. Beim Paradeplatz Buechenstr. 9 8185 Winkel Switzerland +41 43 888 7590 Visit our website at www.corumgroup.com Corum Group Presentation ■ 73