Canadian Technology, Media and Telecom (TMT) M&A QuarterlyQ4 2018

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© 2019 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Canadian Technology, Media and Telecom (TMT) M&A Quarterly 2

KPMG Corporate FinanceCanadian TMT M&A Quarterly

Canadian TMT Sector M&A ActivityThe Canadian M&A market continued to be highly active in Q4 2018 seeing 962 disclosed transactions. With a total of 153 transactions, the Canadian TMT sector contributed about 16% to the total Canadian deal volume. The quarter saw two TMT transactions with a total transaction value above CAD 1 billion.

From a subindustry perspective, Q4 2018 TMT M&A in Canada was driven by transactions in the software (70 deals) and the communication services space (37 deals).

Most transactions were of strategic nature with only 11 acquisitions made by financial investors. 21 cross-sector deals indicate that consolidation within the sector drove deal flow in Q4 2018.

Cross-border deals drove deal activity with 46 inbound and 52 outbound transactions. 70 deals involved US counterparties.

The EV/EBITDA multiple of Canadian traded TMT companies increased from 10.8x in Q4 2017 to 12.9x in Q4 2018.

Canadian TMT M&A Trend: Q1’15 – Q4’18

.Source: Capital IQ.Note: Deals are considered TMT deals if target is active in TMT sector. Deals include announced, closed or effective deals.

.Source: Capital IQ.

624 617 613 653 580

688 671 698 724 758 756 793 829 833 885 809

104 116 113105

110

107 92105

128 115 109128

168 136129

153728 733 726758

690

795763

803852 873 865

921

997969

1014962

0

200

400

600

800

1000

0

200

400

600

800

1,000

1,200

Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18

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Canadian Market Deal Volume excl. TMT Sector Deals TMT Sector Deal Volume Canadian Market Deal Volume

© 2019 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Canadian Technology, Media and Telecom (TMT) M&A Quarterly 3

Canadian TMT Selected Transactions

DATE TARGET BUYER SELLER STAKE VALUE (CADM)(1)

EV/SALES(2)

EV/ EBITDA(2)

30-Nov-18 SFR FTTH

OMERS Infrastructure Management Inc.; Allianz Capital Partners GmbH; AXA Investment Managers - Real Assets

Altice France SA 49.9% 2,712 n/a n/a

16-Nov-18 Cylance Inc. BlackBerry Limited - 100.0% 1,973 11.5x n/a

10-Oct-18 Impakt Holdings LLC Celestica Inc. Graycliff Partners 100.0% 427 n/a n/a

31-Oct-18 Liaison Technologies, Inc.

Open Text Corporation Verdane Capital 100.0% 408 n/a n/a

18-Dec-18 4Degrés Colocation Inc.

Vantage Data Centers, LLC Videotron Ltd. 100.0% 259 n/a n/a

22-Oct-18 Symbility Solutions Inc. CoreLogic, Inc. - 72.0% 111 3.0x 34.1x

09-Nov-18 MC Test Service, Inc. SMTC Corporation

Cyprium Investment Partners, LLC; Key Capital Corporation; South Franklin Street Partners, LLC; EMS Investors, LLC; KPP Management Group IIIA LLC

100.0% 92 0.5x 6.7x

10-Oct-18IT SONIX GmbH/XPURE GmbH

Data Respons ASA

Enghouse Systems Limited 100.0% 56 2.8x n/a

20-Dec-18 Cortex Business Solutions Inc.

TransZap P2P Canada, Inc. - 100.0% 45 3.3x 21.4x

11-Oct-18 X2 Games Corp.Global Blockchain Technologies Corp.

- 100.0% 37 n/a n/a

(1) Transaction Value.(2) Enterprise Value relating to 100%.Source: Capital IQ.

© 2019 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Canadian Technology, Media and Telecom (TMT) M&A Quarterly 4

Canadian TMT Selected Public Comps

MARKET DATA(1) OPERATING METRICS(3) VALUATION MULTIPLES(3)

All values in CADM unless otherwise stated Last

Quarter End

Share Price (CAD)

% of 52 Week High

Market Cap. EV(2)

Revenue EBITDAMargin EV/Revenue EV/EBITDA

Company Name LTM 2018E LTM 2018E LTM 2018E LTM 2018E

COMMUNICATIONS TECHNOLOGY & ELECTRONICS

Communication Services

BCE Inc. Sep-18 53.9 89.2% 48,433 76,396 23,251 23,484 37.1% 40.6% 3.3x 3.3x 8.9x 8.0x

CogecoCommunications Inc. Aug-18 65.8 74.5% 3,244 7,360 2,424 2,508 44.9% 44.9% 3.0x 2.9x 6.8x 6.5x

Rogers Communications Inc. Sep-18 70.0 96.6% 36,033 51,744 14,663 15,033 38.9% 39.7% 3.5x 3.4x 9.1x 8.7x

Shaw Communications Inc. Aug-18 24.7 85.6% 12,562 16,823 5,239 5,308 38.3% 40.2% 3.2x 3.2x 8.4x 7.9x

TELUS Corporation Sep-18 45.3 92.1% 27,090 40,827 13,756 14,290 29.0% 36.7% 3.0x 2.9x 10.2x 7.8x

Communication Technology

Sierra Wireless, Inc. Sep-18 18.3 62.4% 661 571 1,005 1,087 4.4% 6.8% 0.6x 0.5x 12.9x 7.7x

Electronics

Celestica Inc. Sep-18 12.0 72.5% 1,628 1,568 8,330 9,071 3.8% 4.4% 0.2x 0.2x 5.0x 3.9x

MEDIA

Internet and Media

Cineplex Inc. Sep-18 25.4 66.2% 1,611 2,199 1,571 1,611 16.0% 15.8% 1.4x 1.4x 8.7x 8.6x

Corus Entertainment Inc. Aug-18 4.8 40.2% 1,009 3,058 1,647 1,644 34.9% 35.0% 1.9x 1.9x 5.3x 5.3x

Entertainment One Ltd. Sep-18 6.2 79.2% 2,873 3,817 1,748 1,886 10.1% 17.5% 2.2x 2.0x 21.7x 11.6x

Quebecor Inc. Sep-18 28.7 96.2% 7,402 14,167 4,150 4,201 38.0% 41.1% 3.4x 3.4x 9.0x 8.2x

© 2019 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Canadian Technology, Media and Telecom (TMT) M&A Quarterly 5

Canadian TMT Selected Public Comps (continue)

MARKET DATA(1) OPERATING METRICS(3) VALUATION MULTIPLES(3)

CAD value millions, except per share Last

Quarter End

Share Price (CAD)

% of 52 Week High

Market Cap. EV(2)

Revenue EBITDAMargin EV/Revenue EV/EBITDA

Company Name LTM 2018E LTM 2018E LTM 2018E LTM 2018E

MEDIA (continue)

Information Services

Thomson Reuters Corporation Sep-18 65.9 92.2% 33,292 42,786 14,778 7,522 20.9% 23.4% 2.9x 5.7x 13.8x 24.3x

TMX Group Limited Sep-18 70.7 78.3% 3,946 4,842 780 812 75.0% 55.3% 6.2x 6.0x 8.3x 10.8x

Yellow Pages Limited Sep-18 6.1 56.8% 171 524 649 580 19.4% 33.8% 0.8x 0.9x 4.2x 2.7x

SOFTWARE

BlackBerry Limited Nov-18 9.7 53.5% 5,312 3,112 1,174 1,178 8.6% 13.8% 2.7x 2.6x 30.8x 19.1x

Constellation Software Inc. Sep-18 873.9 77.0% 18,518 18,445 3,771 4,134 14.0% 25.2% 4.9x 4.5x 35.0x 17.7x

Enghouse Systems Limited Oct-18 66.4 76.3% 1,812 1,620 343 349 26.4% 31.1% 4.7x 4.6x 17.9x 14.9x

Open Text Corporation Sep-18 44.5 80.9% 11,901 14,401 3,673 3,872 29.2% 36.6% 3.9x 3.7x 13.4x 10.2x

Points International Ltd. Sep-18 13.6 56.0% 193 121 445 522 3.6% 4.8% 0.3x 0.2x 7.5x 4.9x

Real Matters Inc. Sep-18 3.3 32.0% 289 206 364 364 1.5% 1.6% 0.6x 0.6x 38.9x 34.8x

Shopify Inc. Sep-18 188.9 78.4% 20,844 18,691 1,231 1,442 NM 3.7% NM NM NM NM

Selected Canadian TMT Peers – Median 77.0% 23.6% 31.1% 2.9x 2.9x 9.0x 8.4x

(1) Market Data including Market Capitalization amounts are based on closing share prices as of December 31, 2018.(2) Enterprise Value (EV) equals Market Capitalization plus Debt, Preferred Equity, and Minority Interest, minus Cash and Cash Equivalents.(3) LTM values refer to date of last reported quarter end. 2018E values refer to Calendar Year 2018E.

Source: Capital IQ.

© 2019 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Canadian Technology, Media and Telecom (TMT) M&A Quarterly 6

Canadian TMT Trading LTM Multiples(1) Q1’15 – Q4’18

(1) Trading multiples include average multiples calculated for all the ‘Public Companies’ classified under the primary industry classifications as inancial Exchanges and Data (Primary) OR Consumer Electronics (Primary) OR Media and Entertainment (Primary) OR Internet and Direct Marketing Retail (Primary) OR Internet Services and Infrastructure (Primary) OR Data Processing and Outsourced Services (Primary) OR Software (Primary) OR Technology Hardware and Equipment (Primary) OR Semiconductors and Semiconductor Equipment (Primary) OR Communication Services (Primary) OR Telecommunication Services (Primary). Public companies with latest annual revenue less than CAD 50m and public companies listed on TSXV Index as well as OTC traded companies were excluded.Source: Capital IQ.

2.4x

2.4x

2.2x

1.9x

1.9x

1.9x

1.9x

2.0x

2.1x

2.3x

2.2x

2.1x

2.0x

2.0x

2.0x

2.0x

12.0x

11.2x

10.2x

9.6x

9.1x

9.7x

10.1x

10.7x

10.1x

10.0x

10.3x

10.8x

10.7x

12.2x

12.4x

12.9x

0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x

Q1'15

Q2'15

Q3'15

Q4'15

Q1'16

Q2'16

Q3'16

Q4'16

Q1'17

Q2'17

Q3'17

Q4'17

Q1'18

Q2'18

Q3'18

Q4'18

EV/EBITDA EV/Revenue

© 2019 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Canadian Technology, Media and Telecom (TMT) M&A Quarterly 7

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