November M&A Flash Report with special guest speaker from Google

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    USA Switzerland Germany France United Kingdom Canada Norway Brazil

    www.corumgroup.com

    M&A Flash ReportM&A Flash Report Nov. 2009Nov. 2009Software and IT Industry Market Update

    Thursday, November 5, 200910:00 am PT

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    Monthly M&A Flash Report

    Bruce MilneCEOCorum Group Ltd.

    Mark ReedExecutive Vice PresidentCorum Group Ltd.

    Corum Group Presentation 2

    >> For todays presentation or more information, contact Pat Sultan

    ([email protected], +1 425-455-8281 ext. 248)

    Charles RimCorporate DeveloperGoogle

    ruce ne, an oun er o orum, as overseen more ransac ons an anyone n e wor

    over the past 25 years, generating over $6 Billion in wealth for clients in 24 countries.

    He has founded or owned four software companies, including AMI, the worlds largest vertical marketsoftware firm, and was a founding investor in some of the most innovative firms in their field, includingBlue Coat, Bright Star and Sabaki.

    A recognized industry expert, he has served as a personal advisor to Bi ll Gates on operating systems,Apple on the development of the Mac, and as one of top 10 industry advisors to IBM. He has served onthe board of Washington Technology Center at the University of Washington, and is the founder of theWTIA, the nations leading regional technology trade association.

    Outside the U.S. he worked with the Canadian government to found SoftWorld, and he was recentlychosen as one of the 200 most influential individuals in the IT community in Europe. He is also the only

    juror from North America for the Tornado 100 Awards in Europes.

    A Deans List graduate in International Business from the UW, and a graduate With Distinction fromHarvard Business School, Mr. Milne has written three book, including Power Planning, How To StructureYour Software Company For Success.

    Dougan MilneDirector of ResearchCorum Group Ltd.

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    Agenda

    Overview of Current Market

    Market and Valuation Analysis

    -

    Corum Group Presentation 3

    Closing Comments - Q&A

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    World Overview

    U.K. Services Index Rises to Highest in Two Years

    Asia to Grow More Than Forecast, Adding Asset-Bubble Risk, World Bank Says

    U.K. Consumer Confidence Holds at 1 -Year High

    Corum Group Presentation 4

    on House Price Recovery Europe Manufacturing, Services Industries Expand

    for Ninth Straight Month

    Carlsberg Cuts 2009 Sales Forecast as RussiaContracts More Than Expected

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    World Overview

    European Producer Prices Drop for Ninth Month as

    Energy Costs Plummet 17%

    Gold Extends Record High on India Purchase

    Nissan Returns to Quarterly Profit on China Sales

    Corum Group Presentation 5

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    U.S. Overview

    Time Warner Raises Annual Forecast, Reports Profit

    that Exceeds Estimates

    Service Industries in U.S. Probably Expanded asEconomic Recovery Spread

    Corum Group Presentation 6

    Dollar Drop Continues Retailers Optimistic About October Sales

    Ford has over $1Billion profit for quarter

    Cash for Clunkers Program was Almost Half of theWhole GDP Gain

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    Financial Industry

    Ministers Points to US/Europe Currency Collapse

    UBS Rocked by Fresh Losses

    U.K. TO Inject 37bn into Lloyds and RBS

    The World Bank and IMF are raisin concerns that

    Corum Group Presentation 7

    efforts by governments and central banks to stoke arecovery will create asset bubbles in real estate,stock and currency.

    For CIT Customers, An Uncertain Future Looms

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    Financial Industry

    FHA Digging Out After Loans Sour

    Fed Keeps Key Rate at Record Low

    VIX Volatility Gauge Soared 24%

    Corum Group Presentation 8

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    Dont Forget Unemployment

    9.8 million workers are collecting unemployment.

    Another 3.8 million are collecting emergencyunemployment benefits (a reference to unemployedpeople who have been out of work for more than 26

    Corum Group Presentation 9

    wee s . 5.2 million homeowners who are no longer paying

    their mortgages and contracting income.

    Income is still contracting rapidly with wages and

    salaries off 4% to 5% year over year.

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    Actions of the Titans

    Warren Buffet made the biggest bet of hiscareer, agreeing to buy Burlington Northern ina $26.3 billion deal that reflects his long-termo timism about the U.S. econom .

    Corum Group Presentation 10

    Wilbur Ross Predicts Commercial Real EstateCrash

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    Recent Transactions Closed

    Corum Group Presentation 11

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    Recent Transactions Closed

    Corum Group Presentation 12

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    Firms in Letter Of Intent (LOI)

    Vertical market Financial Services

    Mobile search applications

    Vertical market Healthcare (SaaS)

    Corum Group Presentation 13

    etwor secur ty so ut ons IT Services

    Mobile messaging solutions

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    Current Offers

    Network management solutions

    Vertical market- Wholesale Distribution

    Application development tools

    Corum Group Presentation 14

    nterpr se ontent anagement CRM

    Vertical market Insurance

    Enterprise Application Integration

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    Dougan MilneDirector of ResearchCorum Group Ltd.

    Market Valuation Analysis

    Corum Group Presentation 15

    Dougan is the head of Corums research team serving as the Director of Research. Duringhis time with Corum, Dougan spent three years working with Corum's international groupheadquartered in Zrich, Switzerland. Prior to joining Corum's team in 2005, Dougan spentthree years working in the banking industry with Bank of America, and Citigroup's PrivateWealth business unit. Before entering finance and investment banking, Dougan founded the

    successful garment distribution business, Billions Apparel and the advertising firm, ModoMarketing. Dougan has a Bachelors degree in Business Economics from the University ofSan Diego.

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    Public Markets

    100.00

    110.00

    120.00

    Nasdaq S&P Tech Dow

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    40.00

    50.00

    60.00

    70.00

    80.00

    90.00

    Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09

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    M&A Activity September

    Number of Software and IT M&A Transactions

    225

    286

    Corum Group Presentation 17

    2004

    2005

    329

    311

    0 50 100 150 200 250 300 350

    October

    2009 2008 2007 2006 2005 2004

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    Corum Index M&A Statistics

    # of Transactions# of Mega Deals >$1B

    Largest Deal

    Average Deal Value

    Oct-09

    2864

    $3,000

    $230

    Oct-08

    2543

    $1,000

    $235

    Corum Group Presentation 18

    $ values in millions

    e an e er evenue

    # VC backed Exits

    % Terms Undisclosed

    All Cash (announced)

    % Targets Public

    % Buyers Public

    63

    36

    72%

    46%

    18%

    46%

    30

    19

    61%

    53%

    18%

    51%

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    Horizontal Application Software Market

    Public Valuations Deal Spotlight:

    Sector: PLMTarget: IBM PLM Software AssetsBuyer: Dassault SystmesDate: October 2009Transaction Value: $600 millionStructure: Cash

    Corum Group Presentation 19

    Comments: Market share Technology Expanded product portfolio

    Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09

    EV/EBITDA 5.85 x 6.82 x 9.23 x 9.39 x 9.99 x 11.06 x 11.06 x 12.67 x 12.26 x

    EV/S 1.12 x 1.12 x 1.16 x 1.35 x 1.50 x 1.58 x 1.93 x 2.41 x 2.21 x

    Horizontal

    Application

    Software

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    Public Valuations

    Vertical Application Software Market

    Deal Spotlight:

    Sector: InsuranceTarget: Risk Management Solutions Weather derivatives softwarefranchiseBuyer: MDA FederalDate: October 2009

    Corum Group Presentation 20

    Transaction Value: n/a

    Comments: Gains weather-related risk tech Expands product portfolio Client base

    Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09EV/EBITDA 6.19 x 6.53 x 7.26 x 7.99 x 8.17 x 8.91 x 9.01 x 9.32 x 8.42 x

    EV/S 1.01 x 1.14 x 1.31 x 1.40 x 1.51 x 1.51 x 1.66 x 1.80 x 1.57 x

    Vertical

    ApplicationSoftware

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    Public Valuations

    Consumer Application Software Market

    Deal Spotlight:

    Sector: Consumer HealthTarget: Vasectomy.com,HealthNews.org,BusinessFinance.com,TheNewParentGuide.comBuyer: Internet Brands

    Corum Group Presentation 21

    Date: September 2009

    Transaction Value: $6.7mStructure: unknown

    Comments: Several online consumer sites Broadened portfolio and customer

    base Now operating in sevenhigh-interest consumer categories

    Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09

    EV/EBITDA 2.40 x 2.74 x 3.81 x 2.83 x 4.47 x 4.57 x 4.27 x 5.88 x 5.23 x

    EV/S 0.58 x 0.64 x 0.69 x 0.50 x 0.53 x 0.53 x 0.59 x 0.83 x 0.60 x

    Consumer

    Application

    Software

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    Infrastructure Market

    Public Valuations Deal Spotlight:

    Sector: VirtualizationTarget: Gresham Enterprise Storage- Storage Director BusinessBuyer: Tributary SystemsDate: October 2009Transaction Value: n/a

    Corum Group Presentation 22

    Structure: n/a

    Comments: Complements product line Includes offering to IBM, Windows,Linux, Unix users

    Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09EV/EBITDA 6.32 x 6.98 x 8.46 x 8.29 x 8.74 x 9.59 x 10.92 x 10.46 x 10.81 x

    EV/S 1.31 x 1.43 x 1.55 x 1.52 x 1.72 x 1.95 x 2.02 x 2.14 x 2.20 x

    InfrastructureSoftware

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    Internet Market

    Public Valuations Deal Spotlight:

    Sector: e-CommerceTarget: Retail Convergence Ru La La, SmartBargains.comBuyer: GSI CommerceDate: October 2009Transaction Value: $180 million

    Corum Group Presentation 23

    Sellers Revenue: $134.6 millionTransaction Multiple: 1.3xStructure: $90 cash, $90 stock+ additional earnout

    Comments: Multi-interest consumer strategy

    Market leading brands Interactive marketing abilities

    Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09

    EV/EBITDA 6.05 x 7.54 x 9.80 x 11.78 x 11.81 x 13.32 x 13.02 x 15.80 x 11.81 x

    EV/S 1.36 x 1.60 x 2.11 x 2.26 x 2.30 x 2.48 x 2.60 x 2.70 x 2.19 x

    Internet

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    IT Services Market

    Public Valuations Deal Spotlight:

    Sector: IT ServicesTarget: Bearing Point Chinese Services DivisionBuyer: Dell/PerotDate: October 2009Transaction Value: N/A

    Corum Group Presentation 24

    Comments: Geographic expansion Off-shoring Domain expertise

    Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09

    EV/EBITDA 5.27 x 5.32 x 5.76 x 5.51 x 5.24 x 5.56 x 5.67 x 6.66 x 6.10 x

    EV/S 0.55 x 0.56 x 0.60 x 0.61 x 0.63 x 0.68 x 0.68 x 0.73 x 0.73 x

    IT Services

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    Why Now?

    Great Timing Whos In?

    Everyone: Small Large firms

    Asset Sales

    Corum Group Presentation 25

    What For?

    Cash Cow / Discontinued Tech.

    Focus / Re-focus

    Streamlining / Fat Cutting

    Cash & Growth

    Prepare for Exit

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    Charles RimCorporate DevelopmentGoogle

    The Google Perspective

    Corum Group Presentation 26

    Charles Rim is currently Principal in the Corporate Development Team at Google, Inc.heading Asia coverage. CorpDev is responsible for all forms of strategic investments andacquisitions at Google. Previously, Mr. Rim was a Director at Yahoo!Korea in charge ofStrategy& Corporate Development, and prior to that stint was the VP/CFO of Korea Thrunet(formerly NASDAQ-listed, now merged with Hanaro Telecom), Korea's first broadbandcarrier.

    In addition to his corporate career in finance and investments, Mr. Rim was an investmentbanker briefly with Citigroup and with Credit Agricole (W.I.Carr Securities) in Asia, withpostings in HK, Jakarta and Singapore. As an investment banker, the main focus ofactivities was in M&A, IPO advisory and equity capital markets financing. Previous to hisbanking career, Mr. Rim was a practicing attorney (again, focused on securities and M&A)both in the USA and Korea.

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    Corum Group Presentation 27London November 17

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    Partial Speaker List

    November 17, London [email protected]

    Corum Group Presentation 28

    Frank Boenke

    Wellington Partners

    Bernard DalleIndex Ventures

    Andrew Tsao

    Silicon Valley Bank

    Kristof de Spiegeleer

    SUN (Q-Layer)

    Pelle Hjortblad

    ProjectPlace

    Anil HansjeeGoogle

    Jenny Rosberg

    NASDAQ

    Mike PeplowBanctec

    Ashley WardEuropean LeadershipProgramme

    Gustavo GarciaBuyVIP

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    www.worldfinancialsymposiums.comGrowth and Exit Strategies

    Staging for RecoveryThe Future of M&A, VC, Private Equity and Public Offerings in the New Tech Landscape

    November 17 2009 London

    Corum Group Presentation 29

    December 15, 2009 New YorkAttend this conference to learn about:

    Raising capital in the current environment

    The new rules of global tech M&A

    The role of private equity in a credit-starved market

    The IPO window

    Creative transaction structures

    Finding value and opportunity in the cloud

    Acquisition multiples, VC tactics and more

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    Upcoming Corum Events

    November 3: Houston SUSO

    November 5: Flash Webinar (Intl)

    November 10: Flash Webinar (France)

    November 11: Flash Webinar (DACH)

    November 17: London WFS

    December 15: New York City WFS

    January 7: Flash Webinar (Intl)

    January 12: Toronto MB & SUSO

    January 14: Flash Webinar (France)

    Januar 14: Ottawa MB

    Corum Group Presentation 30

    November 18: Ft. Lauderdale

    MB

    November 19: Tampa MB

    December 3: Flash Webinar (Intl)

    December 8: London SUSO

    December 10: Flash Webinar (Nordic)

    Merge Briefing (MB)Selling Up Selling Out (SUSO)World Financial Symposium (WFS)

    January 15: Montreal

    MB

    January 19: Calgary MB

    January 21: Flash Webinar (Nordic)

    January 25-27:Miami Progress Conference

    January 28: Flash Webinar (DACH)

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    Contact Information

    Corum Group Ltd.

    Bruce Milne, [email protected]

    Dougan Milne, Director [email protected] Corum Grou International S..r.l.

    Corum Group Presentation 31

    Research and Conferences:www.corumgroup.com

    10500 NE 8th Street, Suite 1500Bellevue, WA 98004USA

    +1 425-455-8281

    Beim ParadeplatzBasteiplatz 78001 ZrichSwitzerland

    +41 44 251 82 65