Software Mergers & Acquisitions Mid Year Update July 2006

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1 Software Mergers & Acquisitions Mid Year Update July 2006 Corum Group Ltd. Corum Group International S.à.r.l

2 Agenda Opening Remarks M&A Review Corum Transactions 1H:06 2H:06 Outlook IPOs, Venture Capital and Private Equity Sector Analysis Valuations What Will Drive Deals in 2006 Guest Speakers Questions & Answers 2

3 Corum Group M&A specialists since 1985 Software and IT experts mostly former CEOs Dominant North American and European presence 200+ transactions completed $6 billion in wealth created 40% Cross border transactions Recognized industry leaders/experts Sponsor of Selling Up Selling Out conferences Sponsor of World Financial Symposiums Conferences Publisher of industry leading M&A research 3

4 Corum Transaction Analysis - Recent Deals MacDonald, Dettwiler & Associates / Mindbox Mindbox provides sophisticated decisioning software to automate knowledge intensive business processes. Mindbox is especially strong in the financial services industry, specifically mortgage banking. Mindbox is based in Greenbrae, CA. MDA, headquartered in Richmond, BC Canada, provides advanced information solutions to capture and process vast amounts of data, produce essential information and improve decision making. MDA acquired Mindbox to expand their offerings to include advanced decision making and their presence in the US lender market. Terms were not disclosed. NICE / FAST Video FAST Video is a Swiss developer of video systems for security and surveillance purposes. NICE is an Israel-based provider of advanced content analytics for most forms of communication video, web, radio, telephony, and offers security related systems. NICE acquired FAST to strengthen their digital video product suite and complement their current security offering. The transaction was valued at $33 million plus earnout. 4

5 Corum Transaction Analysis (continued) Harland Financial Solutions / Financialware, Inc. Financialware, based Indianapolis, Indiana, is a leading provider of Enterprise Content Management solutions specific to the financial services industry. Atlanta based Harland Financial Solutions, a subsidiary of John H. Harland Company, supplies software and services to financial institutions of all sizes. Harland will integrate the Financialware ECM product into their core, lending, mortgage, item and payment processing systems, providing a single view into all of a customer s financial data. Terms were not disclosed. The Carlyle Group / UC4 Software UC4 is an Austrian software vendor in the enterprise job scheduling and workload automation space. The Carlyle Group is a global private equity firm with investments across multiple industries including technology and business services. Terms were not disclosed. 5

6 Corum Transaction Analysis (continued) Wellpoint Systems Inc. / IDEAS International Inc. IDEAS International, a New Jersey-based company, develops sophisticated international financial management software and professional services to the oil and gas industry. Wellpoint Systems provides critical management software related services within the energy industry. Wellpoint is based in Calgary, Alberta, Canada. IDEAS brings a large install base, growing revenues and international operations to Wellpoint. The transaction was valued at $6.15 million cash, including $1.4 million in common shares and $1.5 million in performance-based consideration. NCR Corporation / IDVelocity, LLC IDVelocity, located in Greensboro, North Carolina, develops end-to-end RFID solutions. NCR, out of Dayton, Ohio, is a global technology company operating in a number of customer centric industries like retail, data warehousing and banking. NCR saw IDVelocity as an opportunity to extend their RFID solution portfolio and complementary with other NCR technologies. Terms were not disclosed. 6

7 Corum Transaction Analysis (continued) Apax Partners / Plexus Systems (Investment) Plexus, out of Auburn Hills, Michigan, offers on-demand (SaaS) manufacturing performance system which automates business processes for discrete manufacturers. Apax Partners is a leading global private equity investment group. Terms were not disclosed. Microsoft / iview iview is a UK developer of professional level digital asset management and cataloging software for photographers and creative professionals. Microsoft will expand their Digital Asset Management offering and continue to develop and support the iview product line for both the Mac and Windows operating systems. Terms were not disclosed. 7

8 Corum Transaction Analysis (continued) Blue Cross Blue Shield of SC / REDmedic, Inc. REDmedic, out of Santa Clara, California, is a provider of online personal health information services. Blue Cross Blue Shield of South Carolina, an independent licensee of the Blue Cross Blue Shield Association, has a number of technology subsidiaries which they are building through acquisitions. Terms were not disclosed. Confidential Legal software provider acquired by large multi-national software and services company. Terms were not disclosed. 8

9 Momentum Continues With an exceptionally strong first half complete, we look forward to a similar close to companies currently under LOI or term sheets Mining Software (Announced - Gemcom / Surpac Minex Group) Compliance Storage Management Gaming Services Vertical Markets Insurance Government 9

10 M&A Environment Macro View Billion dollar+ strategic acquisitions are happening Disney / Pixar EMC / RSA Security Infor Global / SSA Global Currently, the deal making climate is optimal Liquidity in equity & debt markets Wall Street is receptive to smart, strategic deals Fairly stable stock market Competitive bids from the private equity community SOX compliance is better understood 10

11 M&A Environment Technology Sector Deal activity continues to accelerate in the technology industry IT spending has stabilized and continues to grow in many market segments Executives are confident / support strategic acquisitions Companies are in growth mode vs. survival mentality of past years Elevated M&A activity puts pressure on all companies to be in the M&A market in order to remain competitive and not miss opportunities 11

12 Is it 1998? M&A levels are strong, but justified Valuations are strategic, while sensible New technology is pervasive, but real Sellers are optimistic, but rational Buyers are opportunistic, yet cautious 12

13 M&A Is the Primary Source of Liquidity In Dollar Volume US dollar volume all industries In Billions $1,700 $1,600 $1,500 $1,400 $1,300 $1,200 $1,100 $1,000 $900 $800 $700 $600 $500 $400 $300 $200 $100 $ H:06 M&A Dollar Volume IPO Amount Raised 13

14 IPO Market Number of IPOs increasing IPO candidates have gained financial stability Positive perception of technology IPOs again Drawbacks of being publicly held High compliance cost Greater management liability Intense market scrutiny Less flexibility regarding corporate structure Higher liquidity in M&A vs. IPO 14

15 Venture Capital Currently: 8 venture backed technology companies went public in Q2 74 venture backed technology companies exited via M&A in Q2 Ratio of VC backed M&A exits vs. IPOs 9:1 Investments in software companies rising Post money valuations up, mainly due to slow IPO market Overall the VC market is very stable Going Forward: VCs are actively seeking investments abroad VCs are looking for a smaller quantity of higher quality investments 15

16 Technology Investment Steady Total VC Investment in Software Industry $1,700 $1,500 In Millions $1,300 $1,100 $900 $700 $500 Q3:02 Q4:02 Q1:03 Q2:03 Q3:03 Q4;03 Q1:04 Q2:04 Q3:04 Q4:04 Q1:05 Q2:05 Q3:05 Q4:05 Q1:06 16 Source: PricewaterhouseCoopers/Venture Economics/NVCA/MoneyTree survey

17 Private Equity Currently: Buyouts continue to be a major driver of software M&A Q2 was the third most active (All industries) Private equity funds raised $24+ billion in Q1 Persistent interest in technology Going Forward: Continue to play a major roll in the consolidation of mature markets Renewed confidence in resurgent IPO market In an effort to differentiate, PEs are taking a more hands on approach 17

18 Active Buyers in 2006 Strategic Buyers Private Equity (Active) Microsoft - 12 Apax Partners L-3 Communications - 8 Carlyle Group IBM - 6 Francisco Partners Oracle - 6 Golden Gate Capital EMC - 6 Halo Technology Holdings NeoMedia - 6 Thoma Cressey Jupitermedia - 5 Sage Group - 4 Think Partnership - 4 Numerous others with 3 transactions 18

19 Software Sector Coverage 21 Markets Covered by Corum Business Intelligence Connectivity/Legacy Extension/Web Services Digital Media Engineering Enterprise Applications Enterprise Content Management Enterprise Infrastructure Gaming Internet Infrastructure Internet Pure Plays IT Services Security Software Development Tools Storage Supply Chain Management Wireless Vertical Market Financial Services Industry Government/DoD/Homeland Security Healthcare Industry Other Telecom 19

20 Sector Statistics Transaction volume by sector Most Active Sectors Vertical Market Applications Internet Infrastructure Enterprise Applications Slow Sectors Software Development Tools Financial Services Median transaction value all sectors 2005 $40 million 1H:06 $44.5 million Approximately 60+ percent of technology transactions terms were not disclosed 20

21 Sector Valuations Software Sectors Business Intelligence Connectivity/Legacy Extension/Web Services Digital Media Engineering Enterprise Applications Enterprise Content Management Enterprise Infrastructure Gaming/Entertainment Internet Infrastructure Internet Pure Plays IT Services Security Software Development Tools Storage Supply Chain Management Wireless TTM EV/S Multiple 2.15 x 2.59 x 2.82 x 2.71 x 4.27 x 1.46 x 2.36 x 1.44 x 3.57 x 3.34 x 0.78 x 3.00 x 1.44 x 2.43 x 1.58 x 2.28 x Vertical Market Software Sectors Financial Services Industry Government/DOD/Homeland Security Healthcare Industry Other Telecom Industry 3.26 x 1.21 x 1.98 x 2.63 x 2.02 x 21

22 Sector Analysis Enterprise Applications Vital to the operation of the enterprise Mature market, forcing companies to grow inorganically Rising cost of acquiring new market share M&A Activity Cross-border transactions Compliance related solutions Private Equity reshaping sector Numerous PE firms active in Q2 Building on previous investments 22

23 Sector Analysis Internet Infrastructure Driving forces Strong public peer group valuations Surge of new players to the market Continued acceptance of new technology Diminished concerns over the Internet model failing again 23

24 Sector Analysis Vertical Market Applications Lead all sectors in deal volume Interest in niche market technology Micro Verticals with multiple transactions Education/eLearning Natural Resources Retail Solutions Legal Solutions 24

25 Valuation Software valuations ttm Transaction multiples have increased, but not at the same pace as deal volume Transaction value differs from company to company and market to market High value strategic valuations do exist Although many deals are in the 1x to 2x range Financial metrics are elusive 25

26 Key Factors Driving High Valuations Rapid growth High profitability Track record of sustainability Recurring revenue Attractive business models Current and robust technology Strong customer base Specialized domain expertise Distribution / channel strength Brand recognition Geographic position of power Localized solutions Strong management and technology team(s) 26

27 2006 Technology M&A Drivers Strong economy Heavy investment in IT Emerging markets: Asia, India, Israel Heightened strategic buyer activity Industry stalwarts expand scope of business Private equity enabling consolidation Competitive M&A environment multiple offers Development and adoption of new technology Re-invention and acceptance of old business models Convergence of once disparate technology silos Greater acquisition interest in smaller firms 27

28 Guest Speakers Jason Wright, Principal Apax Partners Mr. Wright joined Apax in 2000 and is currently a member of the Financial Business Services Group, focusing primarily on investments in the area of software as a service and technology. Ken Hamlin, CEO IDVelocity Mr. Hamlin is the Founder, CEO and corporate visionary for IDVelocity and has been actively involved in the manufacturing software space with a number of firms throughout his career. 28

29 Question & Answer Session 29

30 Contact Information Presenters: Bruce Milne, Chairman and CEO Ryan Blakely, Director of Research Corum Group Ltd NE 8 th Street Suite 1500 Bellevue, WA USA Corum Group International S.à.r.l Glärnischstrasse 36 CH-8022 Zurich Switzerland

31 Corum Links VIP Pass for Corum's Selling Up Selling Out Conference To take advantage of the special VIP offer for our July 18 th Webinar attendees: 1) Go to Corum's conference registration page at 2) Select the conference you wish to attend 3) Enter your Contact Information 4) Enter Promo Code of WebJuly" 5) Check box "I preferred to be called for payment information." You will not be called. You will receive a complimentary VIP Pass to the conference. Corum M&A Report 31

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