M E R R I L L D A T A S I T E

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Not All Virtual Data Rooms(VDRs) Are Created Equal Seven criteria for selecting a VDR

Introduction 3

1 Security and confidentiality 3

2 Hosting and management 4

3 Service and support 4

4 Transaction speed 5

5 Deal communication 5

6 Document search 6

7 Audit history 6

Merrill DataSite vs. the competition 7

Merrill DataSite’s distinguishing features 8Contents

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Selecting a VDR

Introduction

Doing your homework willminimise risk. Find outhow your documents areaccessed and handled atevery point in the process.

In the world of M&A, the virtual data room (VDR) has become an indispensable toolfor streamlining the due diligence process. However, not all VDRs are created equal.On the following pages, we provide you with seven key criteria to weigh as youundertake the endeavour of evaluating and comparing providers. Consideration ofthese important factors will enable you to choose the solution that’s right for you.

1 Security and confidentiality. Maintain and share critical business information in a secure online environment ensuring an airtight “chain of custody” for corporate documents.

2 Hosting and management. Know who your partner is and how hosting integrateswith other processes.

3 Service and support. Assure the availability of resources and assistance from start to finish.

4 Transaction speed. Accelerate transaction time with rapid setup and get morebuyers competing for your assets.

5 Deal communication. Drive more productive deal-making with automated alertsand a Q&A feature, allowing for multi-threaded communication.

6 Document search.Make sure it is possible to do site-wide searches across alldocuments, not just by document titles.

7 Audit history. Track buyer activity and gauge intent with detailed analysis and reporting.

1Security and confidentialityIn M&A due diligence nothing is more imperative than protecting the privacy of

corporate documents and keeping buyers anonymous and segregated. From documentscanning and data room access to every person and process that touches your project,any breach in the chain can leave you legally exposed. VDR providers who outsourcescanning or other functions place your sensitive documents in the hands of a third party,potentially increasing risk.

The Merrill DataSite AdvantageFrom the moment you turn over your content to Merrill DataSite, we deliver anunbroken, end-to-end “chain of custody” using our own people, facilities, processes andtechnologies – from scanning and indexing to project management and technicalsupport.

Merrill DataSite is recognised in the industry for its security standards. Its ISO 27001certification provides assurance that the most stringent security standards for businesstransactions are followed. Merrill DataSite offers:

� Single-instance passwords to prevent the practice of sharing user IDs and passwords

� Tamper-proof, server-based watermarking of hard copy documents

� Seller-defined permissions and security settings

With its deep roots in transaction and compliance services, Merrill Corporation has acultural, organisation-wide discipline in the management and processing ofconfidential content.

Ensure the VDR provider you choose offers the highest level of security for yourtransactions.

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Find out in advance exactlywho will host your content.

Make sure you get toknow the people andprocesses behind thetechnology.

2Hosting and managementWhen you partner with a VDR provider, do you know who else you are partnering

with? Many providers outsource their hardware, maintenance and management services,and even host data on the third party provider’s servers. While this practice has becomemore common, most of the time it is smaller companies that do not have the financialstrength, scale or capacity to deploy the required infrastructure and have to hire helpfrom “outside.”Once the services are outsourced, such a VDR provider has to face thechallenge of working on integrating disparate document-related processes acrosscompany lines, which can increase security risks and prolong transaction times.

The Merrill DataSite AdvantageMerrill Corporation has a global reach and unrivalled expertise in document hosting andmanagement. We designed Merrill DataSite, our world-class VDR solution expressly fordocument indexing, storage, delivery and management and we’ve been serving theneeds of the world’s leading companies for a decade.

We combine and integrate a state-of-the-art, secure physical environment with our ownpeople, equipment, facilities, systems and processes. Merrill DataSite meets the rigidstandards of audit and penetration tests executed by clients and prospective buyers.

Merrill DataSite adheres to international security standards for cross-border business.ISO 27001 certification demonstrates the company’s dedication to information securityand helps differentiate its products in the global marketplace. Merrill DataSite customershave the added confidence that the product meets the industry’s most stringent securitystandards.

Know who your actual partner is and how hosting integrates with other processes.

3Service and supportThere is so much more to a successful VDR implementation than just technology.

The most important aspects to consider in order to execute the fastest, smoothest and mostsecure process possible include “self-service” capabilities, starting with getting set up – fromscanning hard copies, loading e-documents, indexing content and launching the site – andfinishing with training, ongoing site hosting and management.

The Merrill DataSite AdvantageMerrill DataSite’s team of dedicated project managers and service staff are focusedexclusively on DataSite projects. We provide clients with a wide range of internationalscanning options facilitated by our staff, leaving no room for security concerns. Merrill isrecognised for its ability to scan and manage a wide range of document types, includingodd-sized pages such as blueprints, oversized certificates, photographs, brochures andbound documents.

Due to the intuitive interface, new Merrill DataSite users are quickly brought up to speedand can instantly load multiple e-documents in all types of file formats. Merrill also offerstraining to suit the needs of our clients and projects of any size and complexity.

Assure the availability of professional assistance around the clock, from start to finish.

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Seeing is believing. Get afull demonstration of theVDR’s Q&A features beforeyou buy.

Make sure your VDR partnerguarantees turnaround timesup front.

4Transaction speedThe “velocity” of your deal can be greatly impacted by how quickly you can launch

your VDR, respond to buyer needs and make changes. Minimising the time spent gettingcontent organised into an electronic repository and providing instant access to documents,as well as fast answers to questions and up-to-the-minute, accurate content are importantadvantages not to be overlooked.

The Merrill DataSite AdvantageMerrill DataSite’s in-house team of skilled professionals has total control over every phase ofa project, from beginning to end. This unique capability enables Merrill to quickly collectand scan paper documents, load e-documents and create electronic indexes in a searchableonline data room. Our end-to-end capabilities enable us to guarantee rapid, responsiveservice and quick turnaround times.

Merrill DataSite’s simple, intuitive user interface will help your team become productiveimmediately, without lengthy training. You can easily register, add new users and definesecurity settings for document viewing, printing and downloading, saving even moretime.

Accelerate transaction time with faster setup and greater responsiveness.

5Deal communicationIn M&A, smooth communication is essential to success. Invariably, you will need to

respond to a barrage of bidder inquiries and revise, add or delete data room documents.Most buy-side professionals have experienced the endless strings of troublesome e-mails usedto communicate deal-related matters. The right VDR should have the capacity to automatethe question-and-answer (Q&A) process, facilitate a responsive dialogue with buyers, aswell as notify them about changes as they occur – improving the entire deal process.

The Merrill DataSite AdvantageMerrill DataSite provides a sophisticated Q&A experience that empowers you to easilyrespond to buyer inquiries, categorise and group questions, and dynamically link answers to relevant documents for easy reference. You can also track discussion threads, forwardrelevant questions to groups and generate history reports.

Merrill DataSite automatically and precisely tracks when and what documents have beenloaded, and sends out alerts when a new document has been posted. Buyers can set theirown preferences for the types and frequency of the alerts they wish to receive.

Properly automated communication assures that everyone gets the information they need,when they need it.

Selecting a VDR

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A superior search engineresults in better evidence of disclosure.

Some VDR providers hopeyou won’t look too closely at their audit history capabilities – make sure you do!

6Document searchDocument searching capabilities can be easily overlooked, so make sure to remember

that not every VDR gives users the same searching capability. This important function canvary greatly from one VDR to another. Many solutions provide the ability to search within anopen document, similar to conducting a word search in a Microsoft® Word document, but donot allow the user to perform a site-wide search across all documents within the data room.

The Merrill DataSite AdvantageMerrill DataSite offers a complete, site-wide search engine that searches every document inthe VDR. Using various search tools, users can search and find exact matches and near-matches, including misspelled words, similar to Google search. This capability enables abetter due diligence process and ensures complete disclosure. Potential buyers can enjoyincreased confidence that they have received and reviewed all materials and documentsthat are relevant to their decision-making.

Make sure it’s possible to do site-wide searches across all documents.

7Audit historyWhen you are managing multiple bidders and have dozens of people reviewing

thousands of documents, you need to ensure you have a documented audit history thatdemonstrates disclosure, review and site usage. A good audit trail reporting tool not onlyprotects you from post-transaction liability, but can also provide valuable insight intobuyer intentions and help stimulate competition. When evaluating any VDR provider, askto see detailed audit reports. The more you know, the more protected you are and the betteryou can manage the deal process.

The Merrill DataSite AdvantageMerrill DataSite delivers richly detailed, granular and precise information about contentthat was disclosed, showing who reviewed the documents and for how long (down to the1/100th of a minute). You can also easily generate real-time reports that show activity byindividual buyers or buyer teams, specific documents viewed or even “disclosed-but-not-reviewed” documents. These and other reports drawn from the same audit log can providedefensible proof of disclosure and review. Extensive reports on activity can instill buyerconfidence, which can significantly reduce pre-transaction holdbacks. This level of detailprovides invaluable insight into which areas prospective buyers are focusing on, enablingyou to proactively adjust your deal strategy.

Track buyer activity and gauge intent with detailed analysis and reporting.

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Regardless of the type oftransaction you may beconsidering, due diligence is a challenging hurdle youmust overcome to achieve a successful result.

Selecting a VDR

Merrill DataSite Competition

�Recognised for the highest levels ofsecurity – ISO 27001-certified

Not known to have obtained anyinternationally recognised securitycertification

� 100% site-wide search Search within documents only

� Free OCR Extra OCR fees and time

� Multiple document viewing Single document viewing

�Integrated Q&A feature with document threading Some Q&A functionality available

�Excellent flexibility in buyer-groupsetup � Some flexibility in buyer-group setup

� Full-color documents � Limited to file size

� Flexibility in document permission � Yes, but limited

� Comprehensive activity reports �Reports limited to document download and user log in only

� Dynamically watermarked pages Static only

�Secure viewing of documents larger than 11x17” No oversized document security

� 24/7 help desk for all parties � Yes, but often outsourced

� No limits on number of participants Extra charge for >500 participants

Merrill DataSite vs. the competitionNot all VDR providers are created equal, so before you select one, take time to compare andevaluate the alternatives. You will be glad you did.

Merrill DataSite gives you more of the essential capabilities required to streamline duediligence and optimise your deal process:

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Merrill DataSite is nowavailable in four new languages: French, German, Universal Spanishand Simplified Chinese.

Merrill DataSite’s distinguishing featuresLocalisation. Having hosted millions of pages worldwide, Merrill DataSite, the global leaderin virtual data rooms (VDRs), is available in four languages: French, German, UniversalSpanish and Simplified Chinese. Merrill DataSite supports the management and delivery ofmulti-language content and offers around-the-clock multilingual project support. Thelocalisation enhancements increase ease-of-use by enabling users to interact with the systemin their own languages.

Bulk download capabilities. Merrill DataSite offers the world’s fastest capacity for completeor partial file room content download. This tool allows users and administrators to downloadany number of documents from the folder or file room level as permitted by their securityroles. Here are the advantages of this feature:

� Intuitive control. Folder level downloading has been added to the right-clickmenu of all folders and file rooms.

� Customise downloads. Users have the ability to select multiple folders from thereview screen and download them all as a single archive.

� Fast! Performance is maximised by compressing downloads into zip files whilestreaming the content to a user’s computer.

� Automated file naming. Document file names are automatically updated tocontain both index number and the title that appears online.

� Full folder structure creation. The online folder structure is replicated for ALLdirectory level downloads.

� No software to install! Select the folder and download instantly.

� Advanced auditing. Every download is recorded and full audit records areavailable at any time through Merrill DataSite’s industry leading reporting tools.

� Access control. Downloads are governed by a user’s customised access level.

Dedicated project management. A planning call or a “kick-off” introduces your dedicatedMerrill DataSite project manager and facilitates building your site, putting it all into motion. We can have your VDR ready for use within two hours and will assist you in every facet ofthe building process. Our easy-to-use upload tool and round-the-clock project managementteam will ensure the collection of electronic documents moves quickly. Merrill DataSite’steam can scan and index hard copy pages on your behalf and have your VDR ready for youwithin 48 hours.

Sydney OfficesLevel 13 & 14 Macquarie House

167 Macquarie Street

Sydney NSW 2000

+612 8667 3064

Corporate HeadquartersOne Merrill Circle

St. Paul, MN 55108

800.688.4400

Offices in major cities

throughout the world

www.datasite.com

M E R R I L L D A T A S I T E

About Merrill DataSite Merrill DataSite is a secure virtual data room (VDR) solution that optimises the duediligence process by providing a highly efficient and secure method for sharing keybusiness information between multiple parties. Merrill DataSite provides unlimitedaccess for users worldwide, as well as real-time activity reports, site-wide search at thedocument level, enhanced communications through the Q&A feature and superiorproject management service — all of which help reduce transaction time and expense.Merrill DataSite's multilingual support staff is available from anywhere in the world,24/7, and can have your VDR up and running with thousands of pages loaded within 24 hours or less.

With its deep roots in transaction and compliance services, Merrill Corporation has acultural, organisation-wide discipline in the management and processing of confidentialcontent. Merrill DataSite is the first VDR provider to understand customer and industryneeds by earning an ISO/IEC 27001:2005 certificate of registration — the higheststandard for information security — and is currently the world's only VDR certified foroperations in the United States, Europe and Asia. Merrill DataSite's ISO certification isavailable for review at: www.datasite.com/security.htm.

As the leading provider of VDR solutions, Merrill DataSite has empowered nearly twomillion unique visitors to perform electronic due diligence on thousands of transactiontotalling trillions of dollars in asset value. Merrill DataSite VDR solution has become anessential tool in an efficient and legally defensible process for completing multiple typesof financial transactions. Learn more by visiting www.datasite.com today.

About Merrill CorporationFounded in 1968 and headquartered in St. Paul, Minn., Merrill Corporation is a leadingprovider of outsourced solutions for complex business communication andinformation management. Merrill’s services include document and data management,litigation support, language translation services, branded communication programs,fulfillment, imaging and printing. Merrill’s target markets include the legal, financialservices, insurance and real estate industries. With more than 5,200 people in over 70 domestic and 15 international locations, Merrill empowers the communications ofthe world’s leading companies.

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