INTRODUCTION and CREDENTIALS February 2016 page | - - PowerPoint PPT Presentation

Silverpeak IB is authorised and regulated by the Financial Conduct Authority

February 2016

page | CONFIDENTIAL | 2

Silverpeak LLP is an authorised representative of Silverpeak Capital Ltd, which is authorised and regulated by the Financial Conduct Authority

INTRODUCTION and CREDENTIALS

Disclaimer

CONFIDENTIAL

This presentation has been prepared exclusively for internal use and does not carry any right of publication or disclosure to any other party. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of Silverpeak LLP , trading as ‘Silverpeak technology investment banking’ (“Silverpeak”). The information in this presentation reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Silverpeak has relied upon and assumed, without independent verification, the accuracy and completeness of all information available to us or from public sources or which was otherwise reviewed by us.

Contents

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Silverpeak + overview p4 M&A advisory p16 Fundraising advisory p24

5

Silverpeak advises innovative, fast-growing technology companies on M&A and financing transactions

Investment bank focused on technology M&A and financings advisory for growth companies Vast network of relationships Global reach, based in London Blue-chip investment banking service

Silverpeak + overview

FACTSHEET

• 3 partners with 60+

years of experience in tech investment banking

• 150+ deals and

assignments completed

• 15-strong team
• Regulated by the

Financial Conduct Authority

• Sponsor of

Go4Venture’s Monthly Bulletin

page | CONFIDENTIAL

The Silverpeak + team

6

Our team has experience at globally recognised investment banks, and has advised on over 150 deals

page | CONFIDENTIAL

Kieran Hall

Analyst

• Mercer Investments
• BAML
• MPhil Econ. (Cantab)

Luke Edis

Analyst

• Crossrail
• MSc Finance (Durham)
• BSc Physics (Leicester)

Suraj Bakrania

Analyst

• Jefferies
• Barclays
• BSc Math & Econ (LSE)

Arthur Maisonnier

Analyst

• Nordex
• Aldebaran Robotics
• MEng (ENSAM)

Jean-Michel Deligny

Managing Director

• UBS Warburg
• Broadview
• MBA (Essec, Paris)

Pietro Strada

Managing Director

• Broadview
• Bain & Co.
• MBA (INSEAD)

Paddy MccGwire

Managing Director

• 3i
• Worksmart
• Corporate Capital

Structures

Matteo Pozzi

Director

• STAR Capital

Partners

• Goldman Sachs
• MEng (Turin)

Alexandre de Gandt

Director

• Duff & Phelps
• KPMG
• Sistech SA
• MBA (INSEAD)

Nils Zettelmeyer

Associate

• CatCap
• MEcon

Indicates

Jean-Michel Deligny

Managing Director

• Jean-Michel is Co-Founder and Managing

Director of Silverpeak. He is also the founder of Go4Venture Advisers, which he successfully built up to a leading position in international equity private placements, especially in the software, telecom and digital media sectors. He has more than 20 years of investment banking and European technology experience

• Jean-Michel was previously UBS’

European Head of Technology Investment Banking, where he: – Set up the European operation of the bank’s Global Technology Group and led deal origination and execution across Europe, Israel and South Africa – Was responsible for some of the firm’s major technology client wins (including Datatec, FI Group, Freeserve, ICL, Infineon, Marconi Comms, NDS, QXL and Siemens)

• Before UBS, he was a Principal at

Broadview International, where he worked on over 35 public and private transactions in the technology and IT services sectors

Pietro Strada

Managing Director

• Pietro is Co-Founder and Managing

Director of Silverpeak. He founded Centerboard Partners in 2005, where he sourced and completed 20 mandates, such as trade sales, mergers and financings

• Previously, he joined Torch Partners (a

technology boutique investment bank) for two years, before re-launching Centerboard in 2014. Here, led the $18m fundraising for Calastone, backed by Accel Partners and Octopus Investments

• Pietro was at Broadview (now part of

Jefferies) and Corporate Development Director at LexisNexis (a division of Reed Elsevier), where he worked on several high-profile technology M&A and fundraising transactions including: – The $162m acquisition of BCO Technologies plc on behalf of Analog Devices

• Before his MBA, Pietro was a consultant

with Bain & Co. and an electronic design engineer with OHB System

Silverpeak + leadership

7 page | CONFIDENTIAL

Paddy MccGwire

Managing Director, Cobalt

• Paddy is Managing Partner of Cobalt

Corporate Finance, the London based specialists with partners in the US and Germany, who advise European technology companies to achieve

• ptimum exits and later stage fundraising
• In the last year he has completed

transactions in enterprise software, e- commerce, IT consulting, AdTech and FinTech

• Paddy has extensive experience
• f creating value and successful deal

making in the technology sector over 25

• years. With Cobalt as a founding

member, he formed the international M&A network Globalscope with active members in 38 countries on every continent except Antarctica. He is also Chairman of Worksmart, the market leader in people centric risk and compliance software.

• Paddy’s past experience includes 7 years

at private equity group 3i, and at electronics group STC plc

Silverpeak + senior team

8 page | CONFIDENTIAL

Alexandre de Gandt

Director

• Alex joined Silverpeak in 2014 from

US-listed advisory firm Duff & Phelps, where he was a Director and played a leading role in setting up their M&A

• peration in France
• Prior to this experience, Alex worked in

the Corporate Finance teams of KPMG (Europe’s most active mid-market M&A advisor) and HSBC, where he advised clients including private equity funds, large corporates, growth companies and government agencies − His advisory experience is further enriched by two hands-on developments of innovative businesses, one of which resulted in a successful exit to private equity post-turnaround

• Alex holds degrees from the University
• f Bristol and La Sorbonne (Paris I), as

well as an MBA from INSEAD

• He is fluent in both English and French

Matteo Pozzi

Director

• Matteo joined Silverpeak in 2014

where he focuses on M&A and fundraising assignments – Recently Matteo advised Seatwave

• n its sale to Ticketmaster and on

the Artesian fundraising

• He brings more than 10 years of

experience in investment banking, private equity and financing

• Prior to Centerboard he was an

Investment Director at STAR Capital Partners, a mid-market European Private Equity fund, working on buyout investments across the telecommunication, industrials, transport and energy sectors

• Matteo started his career at Goldman

Sachs: he was an Associate in the GS Infrastructure Partners, a global infrastructure fund. Prior to that he worked on financing transactions in the Structured & Acquisition Finance team

• Matteo is fluent in both English and

Italian (mother tongue)

Nils Zettelmeyer

Associate, Cobalt

• Nils joined Cobalt in 2014 where he

focuses on M&A and fundraising assignments

• He has more than 5 years of experience

in advising on national and international M&A and fundraising. He has advised companies such as Publicis and EPAM on acquisitions and sold software companies to US-listed companies like Broadsoft and Actuate

• Prior to Cobalt, he worked at CatCap, a

mid-market Corporate Finance house focused on the internet, software, services and technology sectors in Germany

• Nils holds a masters degree in economics

with majors in game theory and finance

Our presence in the technology sector

9

INTERNET & DIGITAL MEDIA ENTERPRISE SOFTWARE & SaaS ENABLING TECH. & SERVICES HEALTHTECH

• eCommerce / Marketplaces
• Digital Entertainment
• Internet Infrastructure
• Adtech
• Fintech
• ERP / CRM / HRM
• Security
• Databases & Content

Management

• Materials
• Semiconductors / Components
• Communication Infrastructure
• Electronics / Robotics
• Cleantech
• Medical Devices
• M-Health
• Genomics
• Diagnostics / Imaging
• Healthcare IT

SUB-SECTOR SPECIFIC EXPERTISE RECENT TRANSACTION EXPERIENCE

Silverpeak has deep sector knowledge and extensive execution experience in internet and digital media

page | CONFIDENTIAL

$11.8m Growth Equity

MAY 2014

$19m Series C

JANUARY 2014

$42m Growth Equity and Recapitalisation

JANUARY 2012

€15m Series B

JULY 2013

has been acquired by

SEPTEMBER 2013

$8m Series C

FEBRUARY 2014

has been acquired by

OCTOBER 2014

has been acquired by

JUNE 2015

has been acquired by

NOVEMBER 2014

$8m Series B

MAY 2015

has acquired control

• f

has been sold to

AUGUST 2015 JULY 2015

has been acquired by

JULY 2015

has been acquired by

JANUARY 2016

has been acquired by

JULY 2015

has been acquired by

OCTOBER 2015

Broad scope of advisory services

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• Growth Equity
• Recapitalisations
• Secondary Transactions
• Venture Debt

M&A SELLSIDE ADVISORY FINANCINGS M&A BUYSIDE ADVISORY BOARD ADVISORY

• Roll-ups
• Corporates Seeking

Strategic Acquisitions

• Financial Sponsors
• IPO Advisory
• Valuations & Fairness

Opinions

• Portfolio Development

SILVERPEAK TRANSACTION SERVICES OFFERING

• Trade Sales
• Divestitures
• Silverpeak advises on a wide range of transactions which are typically:
• Larger financings involving international investors
• M&A transactions for which our clients value our combination of local support and international reach

Blue-chip investment banking capabilities combined with hands-on senior attention

A wealth of relationships with key stakeholders in the technology ecosystem

11

Selected logos shown for illustrative purposes

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IT consulting and professional services

JULY 2015

has been acquired by

Ireland / Ireland

Advisor to System Dynamics

Next-gen orchestration SaaS for Unified Communications

JUNE 2015

has been acquired by

UK / Hong Kong

Advisor to Syntelligence

Workflow software for B2B sales persons

JUNE 2015

Venture debt and equity financing

UK / UK

Advisor to Artesian

Virtual fitting rooms for clothing e-commerce websites

JULY 2015

has been acquired by

Estonia & UK / Japan

Advisor to Fits.me

Health and personal protection insurance software

JULY 2015

has been acquired by

UK / France

Advisor to Activus

BSS and analytics software for mobile operators in emerging markets

JULY 2015

has acquired control of

Mauritius / South Africa

Advisor to Digitata

Electronic ticketing software for transit, tourism and loyalty schemes

AUGUST 2015

has been sold to

UK / Japan

Advisor to Smart Transactions Group

Mobile advertising network and supply side platform (SSP)

OCTOBER 2015

has been sold to

Denmark / US & Norway

Advisor to adQuota

Optical fiber protection solutions for FTTx and industrial applications

JANUARY 2016

has been sold to

UK / US

Advisor to m2fx

Silverpeak + completed mandates (selected 1/2)

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More than 150 closed deals and assignments to date

Online marketplace: secondary ticketing platform

NOVEMBER 2014

has been acquired by

UK / US

Advisor to Seatwave

Mobile engagement for consumer- facing companies

JANUARY 2014

$19,000,000 Series C

Ireland / UK, Switzerland & Belgium

Advisor to Brandtone

System integrator of fiber-based city and regional networks

AUGUST 2013

has sold its system integration BU to

Sweden / Norway

Advisor to PacketFront Int’l

Cell-handling platform for medical applications and research

SEPTEMBER 2013

has been acquired for €50,000,000 by

Italy / Italy

Advisor to Silicon Biosystems

Cloud-based event ticketing and management software

MAY 2014

Growth Equity Financing

Netherlands / UK

$11,800,000 Advisor to Ticketscript

Open source e-commerce software

JUNE 2014

$7,300,000

Series-B Financing

US & France / Finland & France

Advisor to Commerce Guys

Cloud based, real-time threat detection platform

OCTOBER 2014

has merged with

Portugal / US

Advisor to Anubis Networks

Silverpeak + completed mandates (selected 2/2)

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More than 150 closed deals and assignments to date

Drug delivery company specialised in delivery through autologous red blood cells

JULY 2013

€15,000,000 Series-B financing led by

Italy / Italy

Focus Gestioni Advisor to EryDel

Humanoid robots for consumer applications

FEBRUARY 2012

Majority investment (+$100,000,000) by

France / Japan

Advisor to Aldebaran Robotics

Ultra-fast lasers for research and medical applications

JANUARY 2012

Majority investment ($42,000,000)

France / China & France

Advisor to Amplitude

Fabless semiconductors (manycore processors)

FEBRUARY 2014

$8,000,000 Series C

France / France

Advisor to Kalray

Some of the components of our added value…

page | CONFIDENTIAL 14

OUR APPROACH

• We become an

extension of the company and the Board

• A “fresh pair eyes”
• We enhance the equity

story and the company’s positioning in its marketplace

• We prepare the

company for due diligence, facilitating the process with buyers/investors

• We provide perspective

and get management ready

• We help management

to think about their

• wn business in the

way buyers/investors will early in the process

Time leverage

• CEO and management focus on the business
• Communicate the feeling of management’s “time preciousness”

Buyer/Investor selection and pre-qualification

• Knowledge of the investment community and identification of suitable buyers/investors
• Relationships

Documentation and analysis

• Marketing materials preparation: cover email, teaser, presentation
• Financial modelling
• Help the company with the analyses that buyers/investors will ask for

Marketing and process management

• Introductions and follow-ups
• Ability to identify the market feedback and address it
• Control of information flow
• Creating competitive tension

Expertise to negotiate and defend valuations

• Valuation analysis
• Experience on precedent valuations and current market trends

Execution

• Management of multiple parties
• Data room management
• Negotiation of closing documents

A B C D E F

…and some of our differentiating factors

page | CONFIDENTIAL 15

• Hands-on senior attention throughout the process
• Depth of experience: one of the longest established teams
• Highest level of professionalism and expertise
• Wide-ranging understanding of technology – including IP-rich businesses
• International team with experience and familiarity in cross-border deals
• Strong belief in the companies we work with
• Significant “investment” with companies ahead of signing mandates
• Maximum transparency on team members & resources for each transaction
• Open & frequent communication to establish trusted personal relationships
• Upfront due diligence and preparation that pays off in the final outcome
• We are always available for our clients

Many of our mandates come from referrals & introductions from clients or parties we have previously worked with (or “against”)

Contents

page | CONFIDENTIAL 16

Silverpeak +

• verview

p 4 M&A advisory

• Sellside

p16

• Buyside

p20

Fundraising advisory p24

Approach buyers Supervise management meetings and assist with Q&A

− Set up management meetings − Manage A vs. B-list, e.g. present first to some friendly B-list buyers to test impact of management presentation − Facilitate preliminary DD and Q&A

Review LOIs

− Receive LOIs, counsel with respect to the adequacy of proposals − Negotiate preliminary terms − Select buyer(s)

Silverpeak sellside M&A scope of work

Analyse company & market

− Data gathering − Analyse addressable market − Review company positioning & USPs − Review and refine a 3-5 yr bus. plan and financial model

Create marketing materials

− Prepare materials and pitch − Valuation analyses − List of potential buyers (A-list and B-list)

page | CONFIDENTIAL 17

• Flexible execution in

each situation to adapt to market conditions

• Value-added

preparation phase enhances valuation and probability of success

• Understand likely

drivers of interest for each potential buyer

• Flawless process

management and control of information flow achieves maximum competitive tension

We provide an end-to-end investment banking service to complete the deal successfully

Manage final due diligence

− Support preparation of electronic data room and manage DD process

Terms negotiation

− Negotiate key value affecting items in final Share Purchase Agreement

Legal drafting & closing

− Coordinate with other advisors − Assist generally in closing the Transaction Negotiation and closing

(c. 2 to 3 months)

Go-to-market

(c. 3 to 4 months)

Preparation & positioning

(4 to 8 weeks)

1 2 3

Clear identification of deal rationale: potential revenue synergies

page | CONFIDENTIAL 18

Thanks to its strategic and financial knowledge, Silverpeak value add includes:

• Identifying areas of

value creation in M&A transactions

• Optimally presenting

the drivers of value to the counterparties

• Quantifying and

crystallising the maximum value during negotiations

PRODUCTS

New products (for both) Target’s products Buyer’s products

CUSTOMERS

New clients and segments

Long-term synergies Mid-term synergies

Target’s clients

Mid-term synergies Target as is Short-term synergies

Buyer’s clients

Short-term synergies Buyer as is

• UK market leader in electronic ticketing software and

services for concessionary bus and rail travel CORE PRODUCT PORTFOLIO

• Ticketing transaction processing engine
• Built to ITSO specification
• Card and customer lifecycle management
• Multi tenant, enterprise grade, fully integrated

with HOPS TECHNOLOGY-BASED SERVICES

• Tools providing behavioural customer

insights, incl. route mapping & usage analysis

• Portals: white-label ticketing portals (micro-sites) for bus

and rail operators

• Cloud ticketing: retail network to purchase and top-up

smartcards through partnerships including:

100% 100%

page | CONFIDENTIAL 19

SELECTED CLIENTS TRACTION

• 70 million transactions processed per month
• 60-70% market share outside of London
• HOPS integrated to 28,000 smart readers

OWNERSHIP FINANCIALS

Revenues 7.3 7.5 Growth (1%) 2% EBITDA 1.4 1.5 Margin 19% 20%

2014(A) 2015(B)

FACTSHEET:

Founded: 2002 Employees: 90 Locations: Chippenham Manchester Cardiff Business model: SaaS delivery, sold via multi- year licenses Awards & Certifications:

FYE 31-Dec, £m

• Silverpeak was engaged by Smart Transactions Group

following multiple unsolicited approaches for ACT

‒ Indications of interest did not seem to reflect true strategic value from the Board’s perspective

• ACT is an established market leader in the smart

ticketing market and ITSO software development

‒ Additional investment required to accelerate development of next-generation product portfolio and kick start next stage of growth plan

• Smart ticketing represents a substantial market
• pportunity, with more than 5.2bn bus and 1.6bn

rail journeys per year in the UK

‒ Growth opportunities in ticket bundling (transit with tourism ticketing, merchandising and payments) on a single card

• Optimised the upfront positioning of ACT by

emphasising its leadership and recurring revenues

• Approached a targeted and pre-qualified group of

potential buyers, leveraging existing relationships

• Identified areas of interest for buyers and targeted

information flow accordingly

• Secured detailed LOIs on terms acceptable to STG’s

shareholders

• Co-ordinated the due diligence process and assisted in

the detailed final contract negotiations Strategic value reflected in the price Improvement on Board expectations A highly satisfied client The deal forms a key component of Fujitsu’s

• ngoing strategy to invest in the UK

transportation market and to build intellectual property in this area

PROCESS RESULTS BACKGROUND CLIENT TESTIMONY

• “Smart Transactions Group decided to appoint a specialist technology investment bank after receiving unsolicited offers for the ACT business”
• “Silverpeak's process delivered a number of additional offers for the business on terms that were attractive to Smart Transactions Group”
• “Their assistance and knowledge in both the market and the sale process was critical in shaping the deal we completed with Fujitsu”
• “We are delighted with the outcome and would recommend Silverpeak to any technology business looking to sell”

PETER MATTHEWS: Chairman of the Board

1 2 3 4 Electronic ticketing software for transit, tourism and loyalty schemes

AUGUST 2015 has been sold to UK / Japan Advisor to Smart Transactions Group

Contents

page | CONFIDENTIAL 20

Silverpeak +

• verview

p 4 M&A advisory

• Sellside

p16

• Buyside

p20

Fundraising advisory p24

• Initial approach and interest

to engage

• Identification of value

creation opportunities

• Selection of higher-

probability candidates

Silverpeak buyside M&A scope of work

• Reviewing companies’

existing market screening work

‒ Additional mapping of identified growth segments and geographic markets

• Prioritisation of potential

targets

• Preparation of individual

approaches

• Presentation materials

21

Financial and strategic advisory aligned with our client’s acquisition programme

• Valuation, analyses and

modelling

• Negotiation of transaction

terms

• Transaction team coordination

(incl. legal, accounting, tax, HR) Transaction development and process management Preparation phase Transaction execution

1 2 3

page | CONFIDENTIAL

Reference buyside process and indicative timing

22

• Combination of

strategic insight and deal-making skills

• Close engagement

and communication throughout process

− The preparation phase can be expedited based on existing work /

• bjectives
• Strategic-driven

acquisition planning, with a focus on identified targets

• Timeline from start

to finish: 4+ months depending on sellers’ & targets’ engagement Timeline

(c. 4+ months)

Kick-off, meet w. management, strategic review Market segmentation, segment prioritization Shortlist of prioritized profiles Initial approaches (rolling) Meetings Exchange of information Indicative offer, LOI Due diligence Contract negotiations Closing Post-acquisition Integration

Marketing and negotiation Preparation Typical Deliverables

Market research, initial list of targets

• Market map for expansion
• Long list of targets
• Valuation analysis
• Criteria matrix
• Prioritized company profiles
• Presentation materials of

client

• Status report
• Introductory email
• Non confidential presentation
• NDA
• Confidential presentation
• Contribution analysis
• Synergies model
• Valuation analysis (refined)
• Merger model
• Waterfall analysis of client and

merged company (in private- to-private deals)

page | CONFIDENTIAL

Buyside process considerations

23

• Management of information flow
• Repository of information
• Status report to be prepared and circulated bi-weekly

(dependent on number of targets pursued)

• Corporate checkpoints

Timing Project Communications Confidentiality

• Set up a confidential project name
• Project team, people in the know
• Communication strategy for non-informed personnel
• External communication
• Sensitivities of clients and competitors
• Standard NDA

page | CONFIDENTIAL

Contents

page | CONFIDENTIAL 24

Silverpeak + overview p4 M&A advisory p16 Fundraising advisory p24

Approach investors Supervise management meetings and assist with Q&A

− Set up management meetings − Manage A-list vs. B-list, e.g. present first to some friendly B- list investors to test impact of management presentation − Facilitate preliminary DD and Q&A

Review offers

− Receive term sheets, counsel with respect to adequacy of proposals − Negotiate preliminary terms − Select investor(s)

Silverpeak fundraising scope of work

Analyse company & market

− Data gathering − Analyse addressable market − Review company positioning and USPs − Review and refine a 3-5yr bus plan and financial model

Create marketing materials

− Prepare materials and pitch − Valuation analyses − List of potential investors (A-list and B-list)

page | CONFIDENTIAL 25

A typical process is structured in 3 phases:

• 1. Preparation and

positioning

• 2. Go-to-market
• 3. Negotiation and

closing We provide ongoing support and time leverage to the company during the transaction:

• Project management
• Periodic meetings/calls

to review advancement (status report)

• Coordination with
• ther consultants
• General advice

We provide an end-to-end investment banking service to complete the deal successfully

Negotiation and closing

(c. 2 to 3 months)

Go-to-market

(c. 3 to 4 months)

Preparation & positioning

(4 to 8 weeks)

1 2 3

Manage final due diligence

− Support the preparation of electronic data room and manage DD process

Terms negotiation

− Negotiate the key value affecting items in the final Investment Agreement

Legal drafting & closing

− Coordinate with other advisors − Assist generally in closing the Transaction

page | CONFIDENTIAL 26

Providing unparalleled PE and debt financing advice to growth companies

formal engagement

Selected logos only

Late-Stage / Pre-IPO Series C Series B Series A Seed

VC Firms Banks

Equity

Working Capital Financing Venture Debt Funds Government & Sovereign Funds

Conventional Investors

Family Offices Hedge Funds UHNWI Funds Angels & Networks (Wealth Managers) Government & Sovereign Funds Incubators / Accelerators Crowd Funding Corporate Venture & Strategics

Debt

• Venture debt
• Term Loans
• Mezzanine
• Other products

Banks GP / LP Structure

PE Firms LESS CONVENTIONAL LESS CONVENTIONAL Public Equity Funds

Informal support

• “Polluting” the market ahead of the process
• Selling to investors like selling to clients
• Missing the numbers during the process
• Speak about valuation and pricing too early when there is not

enough interest

• Not enough managers involved; too many employees involved
• Provide too much or too little information

Mistakes that Silverpeak will allow you to avoid

page | CONFIDENTIAL 27

• Fundraising

usually takes longer than expected

• Companies often

think that they already have good presentation materials for investors

• Process requires

careful thinking: small things can make the difference

• Starting the process without sufficient financing
• Starting too late increasing the risk of running out of money
• Starting too early without sufficient demonstration points
• Overplaying the cycle: rushing for fund raising when not ready
• Go-to-market story too high level
• Business plan dependent on new revenue streams that have not

been demonstrated

• Limited or no exposure to strongest competitors or global players
• Lack of exit planning

Wrong timing Weak story Mismanaged process

Silverpeak IB is authorised and regulated by the Financial Conduct Authority

Thank you.

page | CONFIDENTIAL 28

Silverpeak LLP

23 Hanover Square London W1S 1JB United Kingdom www.silverpeakib.com