M&A Trends and Implications for IT Security Companies Paul DiNardo Vice Chairman & Head of Technology Investment Banking

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1 M&A Trends and Implications for IT Security Companies Paul DiNardo Vice Chairman & Head of Technology Investment Banking October 2010

2 Company Background Montgomery provides high quality, specialized investment banking services to growth companies worldwide Private Financing M&A Private Financing Senior level relationships with venture capital and private equity funds Strong track record of raising private capital for growth companies Over $700 million raised in past five years M&A Advisory Expertise across various M&A-related transaction types Senior level attention during all phases of a transaction Global capabilities: crossborder transactions 2 C O N F I D E N T I A L

3 Speaker Bio Paul DiNardo - Vice Chairman & Head of Technology Investment Banking Extensive background in the technology and telecommunications industries and has worked as an advisor on multiple industry-defining transactions Managing Director & Global Head of Software Banking, Credit Suisse Advisor to UCS on its $2.9B acquisition of Reynolds & Reynolds Advisor to Qpass on its $275MM acquisition by Amdocs Advisor to Rainfinity on its $100MM acquisition by EMC Advisor to Outerbay on its $100MM acquisition by HP Advisor to Nuance on its $203MM acquisition by Scansoft Vice President of Corporate Development, VERITAS Software $62MM acquisition of Jareva Technologies $242MM acquisition of kvault Software $492MM acquisition of Precise Software $59MM acquisition of Ejasent Managing Director & Co-Head of Global Software Banking, Goldman Sachs Advisor to Connor Peripherals on its $1.8B acquisition by Seagate Advisor to Corio on its $182MM acquisition by IBM Advisor to Active Software on its $1.3B acquisition by WebMethods Advisor to Inktomi on its $1.4B acquisition of FastForward Networks Advisor to Kana on its $3.7B acquisition of Silknet Software MBA from Stanford University, MPP from Harvard University, and BA from University of Notre Dame 3

4 Table of Contents I. Technology M&A Overview II. The IT Security M&A Market III. Case Studies IV. Outlook V. Positioning for M&A 4

5 Technology M&A Overview

6 Total Technology M&A Activity Since 2005 $ $ Transaction Volume ($ in billions) $30.0 $25.0 $20.0 $15.0 $ Number of Transactions $ $ ⁴ - (1) Source: Capital IQ (2) Note: Values based on closed or pending M&A deals in the information technology sector (3) Note: Values reflect middle market transactions with an implied enterprise value of up to $500 million (4) 2010 annualized based on three quarters of actual data through September

7 Quarterly Technology M&A Activity Since 2008 $ $ Transaction Volume ($ in billions) $7.0 $6.0 $5.0 $4.0 $3.0 $ Number of Transactions $ $0.0 ` - (1) Source: Capital IQ (2) Note: Values based on closed or pending M&A deals in the information technology sector (3) Note: Values reflect middle market transactions with an implied enterprise value of up to $500 million 7

8 Technology M&A by Sector Transaction Volume ($ in billions) $70.0 $60.0 $50.0 $40.0 $30.0 $20.0 $10.0 $ Number of Transactions Software and Services Semiconductors and Semiconductor Equipment Technology Hardware and Equipment Total Transaction Volume (1) Source: Capital IQ (2) Note: Values based on closed or pending M&A deals in the sectors of semiconductors and semiconductor equipment, software and services, technology hardware and equipment (3) Note: Values reflect middle market transactions with an implied enterprise value of up to $500 million 8

9 Large Buyers Have Become Increasingly Active Large Buyers Have Become Increasingly Active Company Announced Deals (LTM) Cash and Short Term Investments ($B USD) Cisc o Systems 8 Microsoft 3 Google 25 Orac le 6 HP 13 Dell 5 IBM 14 Intel 7 EMC 2 Amazon.c om 3 Vmware 5 Yahoo! 4 Intuit 1 Research In Motion 4 $6.8 $5.1 $2.8 $2.8 $1.6 $1.5 $14.7 $12.4 $12.2 $12.2 $23.6 $30.1 $36.6 $39.9 (1) Source: Capital IQ (2) Note: Cash and short-term investments reflect most recently filed 10-Q filing (3) Note: Announced deals reflect last twelve month period, as of 10/06/2010 9

10 Quarterly Technology IPO Activity $700 8 Transaction Volume ($ in millions) $600 $500 $400 $300 $200 $ Number of Transactions $- - (1) Source: Capital IQ (2) Note: Values based on closed or pending initial public offerings in the information technology sector 10

11 The IT Security M&A Market

12 Key Security Trends Major shift from a perimeter-focused security paradigm to a multi-layered defense approach, designed to protect a porous border Security must accommodate remote employees, wireless technology, partner integration and customer access Focus on protecting data, as well as access to data, particularly through encryption and advanced ID / access management The next-generation corporate technology build-out will spur spending in certain security verticals Cloud computing and virtualization pose new challenges and opportunities Wireless LAN, remote devices, VoIP and Web Services all provide new ways to access the network and thus new security threats Security products for mobile devices must have a small footprint to work with the limited processing power of remote devices Move from best-of-breed to suite products Suite products being integrated into appliances This approach is appealing to customers who have a limited IT security budget and can settle for proven, good enough protection 12

13 Key Security Trends (cont.) Security becoming a feature of other products Networking companies are embedding security functionality into their offerings Mature segments in security are being integrated first (firewall, anti-virus, etc.) Vendors in mature segments will continue to use acquisitions to enter faster growing markets IT systems are both increasingly complex and continually evolving, underscoring the need for managing security products Majority of attacks are against know vulnerabilities Must address new user profiles and evolving user profiles Increased need to analyze, correlate and report on the activity of disparate security products Increased focus on security solutions to protect against internal threats Employee theft, regulatory compliance 13 13

14 Key Security Trends (cont.) Hybrid security offerings continue to gain traction Continued movement from software to appliances SaaS offerings continue to be popular in messaging and Web SaaS offerings emerging in other security markets Attacks are increasingly being performed by criminals seeking financial gain instead of hackers seeking notoriety Phishing, Denial of Service, keyloggers, intellectual property theft, etc. Security solutions are increasingly utilizing behavioral identification techniques to provide zero-day protection against known and new threats The rise of advanced persistent threats and data loss prevention countermeasures 14 14

15 M&A Activity Has Begun to Turn Around After activity hit a low in Q1 2009, IT security-related M&A deal volume and deal value have been significantly higher the past two quarters ($B USD) $5.0 Deal Value ($B USD) 30 $4.0 Number of Deals 25 $ $ $1.0 5 $0.0 Q3'08 Q4'08 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 0 (1) Note: Values based on announced M&A deals in IT Security (normalized for outlier, large transaction values) (2) Source: 451 Group 15

16 Premiums and Consideration Analysis Premiums for IT Security Acquisitions Have Trended Higher Q3'08 Q4'08 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 EV / TTM Rev Average Cash Acquisitions Have Dominated the IT Security M&A Landscape 100% 80% 60% 40% 20% 0% Q3'08 Q4'08 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 Cash Stock Source: Capital IQ 16

17 Representative Transactions over the Past 12 Months NASDAQ 2,700 ($1.3B) ($1.5B) 2,500 ($183MM) ($306MM) ($685MM) 2,300 2,100 1,900 ($175M) ($140MM) 1,700 ($6.9B) ($232MM) ($581MM) 1,500 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Source: Capital IQ, 451 Group 17

18 Key Acquirers of IT Security Companies Company Disclosed Value of Acquisitions Number of Acquisitions Since 2007 $3.8B 11 $1.1B 8 $30MM 7 $1.1B 4 $271MM 4 $243MM 4 $70MM 4 $12MM 4 $46K 4 Source: Capital IQ, 451 Group 18

19 Case Studies

20 Intel s Acquisition of McAfee McAfee Business Description McAfee, one of the largest security software companies, sells its products to consumers, enterprises and governments globally McAfee s products secure systems and networks around the world, allowing users to safely connect to the Internet, browse, and shop the Web more securely McAfee s strategic alliance partners include Intel Corporation, BMC Software and Citrix Systems The company was founded in 1989 and is headquartered in Santa Clara, California On August 19, 2010 Intel announced that it has reached an agreement to acquire McAfee for $7.7 billion in cash Acquisition Rationale Gives Intel the ability to design custom silicon that better integrates with security software to offer comprehensive solutions that span hardware, software and services Helps differentiate Intel in the high-growth connected device market such as Internet-connected TVs and smart set-top-boxes by being able to offer secure computing platforms for these markets Solidifies the existing partnership between Intel and McAfee, which has resulted in several innovative products that Intel is expected to launch in early 2011 McAfee Product Highlights and Web Security: Offers services with spam filtering and malicious website blocking services with web filtering Data Protection: Offers solutions that prevent loss of data at the endpoints such as desktops, laptops and mobile devices Network Security: Intrusion prevention and firewalls that prevent unauthorized access to the corporate or home network Risk and Compliance: Solutions that audit, control and enforce compliance related policies System Security: Solutions such as anti-virus, anti-spyware, antispam and desktop firewalls Enterprise Value Financial Summary Financial Impact $6,907MM Multiple Analysis Metric Multiple LTM Revenue $2,003MM 3.4x LTM EBITDA $430MM 16.1x The acquisition is expected to be slightly dilutive to earnings in the first year of operations and approximately flat in the second year Source: Capital IQ, Wall Street Research, Press Releases. 20

21 Cisco s Acquisition of IronPort IronPort Business Description IronPort develops and web security appliances that protect organizations against spam, viruses, malware and other Internet threats Prior to the acquisition, IronPort had experienced significant growth with revenues growing over 50% quarter over quarter to over $100 million (LTM) In December 2006, Cisco announced a definitive agreement to acquire IronPort for about $830 million in cash and stock IronPort was founded in 2000 and was headquartered in San Bruno, California IronPort Product Highlights IronPort s Security solution protects users against spam, viruses and other threats by incorporating both preventive and reactive security measures IronPort s Web Security solution screens websites for malware and thereby enables users to securely browse the web IronPort currently also offers SaaS based offerings for both its Security and Web Security solutions IronPort s Web Reputation Filters analyze more than 5 billion web transactions daily blocking up to 70 percent of malware at the connection level, prior to signature scanning Acquisition Rationale Cisco acquired IronPort in order to boost its security offerings by adding messaging security to Cisco's Self-Defending Network IronPort s suite of messaging solutions complemented Cisco's threat mitigation, confidential communications, policy control, and management solutions The acquisition represented one of several messaging security related acquisitions that took place such as the acquisition of CipherTrust by Secure Computing for $260 million in 2006 Postini by Google for $625 million in 2007 Enterprise Value Financial Summary Financial Impact $830MM Cisco announced that the acquisition was expected to be neutral to its FY 07 non-gaap earnings Source: Capital IQ, Wall Street Research, Press Releases 21

22 EMC s Acquisition of RSA RSA Business Description RSA Security offers industry-leading solutions in identity assurance & access control, encryption & key management, compliance & security information management and fraud protection RSA s strategic partners included Accenture, Citrix, and Microsoft RSA was founded in 1999 as Security Dynamics Technologies and changed its name to RSA Security in At the time of the acquisition the company had approximately 1,282 employees and the company was headquartered in Bedford, Massachusetts Acquisition Rationale Acquisition added industry-leading identity and access management solutions and encryption, and key management software to EMC s expanding, information-centric security portfolio The deal was EMC s answer to the industry s move to provide integrated storage and security solutions as evidenced by the acquisition of Veritas by Symantec and Decru by NetApp RSA Highlights RSA Access Manager enables organizations to manage authentication and authorization policies for a large numbers of users from a central location RSA Identity Protection and Verification Suite enables organizations to provide end-to-end protection to their online users RSA Data Loss Prevention (DLP) Suite enables organizations to discover, classify and protect their sensitive data RSA Digital Certificate and SecurID products enable organizations to creating an environment for authenticated, and legally binding electronic communications and transactions Enterprise Value Financial Summary Financial Impact $2,134MM Multiple Analysis Metric Multiple LTM Revenue $322MM 6.6x LTM EBITDA $52MM 41.2x On a non-gaap basis, the acquisition was not expected to be dilutive to 2007 earnings per share and was expected to be accretive to earnings by $0.03 per diluted share in 2008 Source: Capital IQ, Wall Street Research, Press Releases 22

23 Outlook

24 Forward Perspective: Outlook on Security M&A Buyers Expect continued M&A activity from traditional security vendors Symantec, Intel / McAfee, Checkpoint Expect increasing M&A activity from other vendors Microsoft, Google, Oracle, EMC, Cisco, HP already active Networking and systems management vendors will become more active as security and networking markets continue to converge Acquisition Multiples / Valuations Attractive multiples are still available for highly strategic targets Many targets becoming less acquirable due to size (e.g. >$30MM revenue) Expect most disclosed exits to continue to be in the $50MM -$150MM range M&A Deal Volume Value of total announced global M&A in 2009 reached $2.0 trillion, down 32% of 2008 ($2.9 trillion) and 53% from 2007 ($4.2 trillion) Security-related M&A volume for 2009 (63 deals) was up 3% from 2008 (61 deals) and down 15% from 2007 (74 deals) Security M&A will continue to grow There are many attractive companies and buyers are returning to the strategic market Source: Montgomery & Co., Thomson 24

25 Active M&A Sectors Across the Security Domain Highly Active Sectors Historically Identity & Access Management Provisioning Secure Content / Filtering VPN & IPS g TCB / Entrust g EMC / RSA g VeriSign/GeoTrust g RSA / Passmark g EMC / Authentica g Oracle / Thor g Symantec/Bindview g ncipher / Abridean g BMC / Calendra g CA / Netegrity g Symantec / MessageLabs g McAfee / Secure Computing g Sopra / Tumbleweed g Dell / MessageOne g Check Point / Nokia Assets g IBM / ISS g Blue Coat / Permeo g Secure / CyberGuard g Citrix / Net6 g Sun / Vaau g Microsoft / Alacris g HP / Trustgenix g Oracle/OctetString g CA / Netegrity g IBM / SRD g HP / Trulogica g Google / Postini g Websense / SurfControl g Cisco / IronPort g Symantec / IMLogic g Symantec / Xtreamlok g Symantec / Brightmail g Symantec / Safeweb g Radware / V-Secure g McAfee / Intruvert g 3Com / TippingPt. g Cisco / Protego g Juniper / Netscreen Sectors Where Montgomery Expects (Continued) M&A Activity Data Loss Prevention Application and Wireless Security Behavior and Anomaly Analysis Cloud Computing and Virtualization Compliance & Security Automation / SEIM Encryption Vulnerability / Proactive Assessment Security Services 25

26 Buyers Looking to Plug Gaps in Product Portfolio Endpoint Messaging Network Web IAM SVM Source: Montgomery and Co., IDC 26

27 Positioning for M&A

28 Positioning to be an Attractive M&A Target Established Revenue / Customer Base M&A Friendly Policies Proprietary Technology Clean Assets Positioning for M&A Unique / Defensible Market Position Receptive to Fair Valuation Metrics Strong Management Teams 28

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