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A Leading Multi Vendor IT Solutions Provider
Reverse Take-Over of Acme Capital Corp. and up to C$10 mm Financing
                                                       Investor Presentation
                                                     January/February 2013



                                Proprietary & Confidential · Not for Distribution
PRIVATE & CONFIDENTIAL - NOT FOR REPRODUCTION OR DISSEMINATION
This management presentation is confidential and is not to be disclosed, reproduced or disseminated to any person without the prior express consent of Pivot Acquisition Corp.
(the "Company"). This management presentation is intended to provide a general overview of the Company's business plans and therefore does not purport to be complete.
This presentation does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities. It is intended that any offering of the securities will
be made in reliance upon the availability of exemptions from the applicable registration and prospectus requirements. No securities regulatory authority has expressed an
opinion about these securities and it is an offence to claim otherwise. While information in this document derived from third parties is obtained from sources which the
Company believes to be reliable, such information is not guaranteed as to its accuracy or completeness. This document may contain product names, trade names, trademarks
and service marks of the Company and of other organizations, all of which are the properties of their respective owners. No representation, warranty or undertaking, expressed
or implied, is or will be made and no responsibility or liability is or will be accepted by the Company or any of its affiliates or associates or their respective directors, officers,
employees, agents, shareholders or advisors as to, or in relation to, the accuracy or completeness of the information contained herein. All dollar amounts referenced herein,
unless otherwise indicated, are expressed in U.S. dollars. This management presentation supersedes and replaces any and all materials which may have been provided to
potential investors.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This management presentation contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking statements include,
but are not limited to, statements with respect to prospective financial performance, estimated sales pipeline and backlog, estimated gross margins, estimated operating costs,
estimated market drivers, business prospects and strategy, timing of roll-out plans, the proposed capital structure of the Company, the conversion or exchange of outstanding
debentures of the Company, the ability to complete potential acquisitions on satisfactory terms, the impact of prospective acquisitions (if completed) and recently completed
acquisitions on financial performance, THE ability to complete the proposed royalty offering OR OTHER PROPOSED FINANCING OPTIONS referenced herein in a timely manner
and on acceptable terms, new markets for growth, financial position and intended use of proceeds. Generally, these forward-looking statements can be identified by the use of
forward-looking terminology such as the “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”,
“occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Although the Company
has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this
management presentation. All figures contained in this management presentation are based on the unaudited consolidated financial statements of the Company and are
subject to change. The forward-looking statements contained in this management presentation are made as of the date of this document, and the Company does not undertake
to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. An investment in securities of the
Company is speculative and subject to a number of risks. All subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by this notice.




Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                                                                          2
Investment Highlights
• Large and growing markets: $3.6 trillion in Global IT spending in 2012
   –   Focused on fast growing cloud computing, virtualization and data centre segments

• Unique service offering
   –   Delivers independent, agnostic, multi-vendor solutions

• Blue chip clients
   –   Fortune 100 clients comprise over 70% of revenues
   –   High client retention and proven ability to increase penetration

• Strong financial performance
   –   $1.5B in revenue (2012 pro-forma estimate), 15% organic growth

• Successful acquisition and integration strategy
   –   Consolidating industry favours larger players including Pivot; unique acquisition strategy
       leverages existing sales and technical relationships in acquired companies

• Visionary board and management team
   –   John Sculley (Apple, Pepsi) and Mort Meyerson (EDS, Perot Systems) lead top-flight board
   –   Greg Gallagher, CEO, has extensive experience accelerating high-tech business growth


Pivot| A Leading Multi Vendor IT Solutions Provider                                                 3
Leading Multi Vendor IT Solutions Provider
                                                                                                                 Founded 2010 by John Sculley, Shane Maine & Gord McMillan
• Delivers multi-vendor sourcing and implementation
  to support, plan and provide for the IT needs of                                                               Twelve Month Financials (Q3’12): $1.36B Revenue and $40 mm
  clients through independent and innovative solutions                                                           Normalized EBITDA1

• 270 engineers and 190 sales people focused on                                                                  Number of employees: 679
  delivering to >2,000 clients
                                                                                                                 Corporate office: Toronto
• Mission is to identify, acquire and integrate
  companies in the IT solutions sector with the goal of                                                          Acquisitions to date: Applied Computer Solutions (“ACS”),
  becoming North America’s dominant Multi Vendor                                                                 ProSys Information Systems (“ProSys”), Austin Ribbon &
                                                                                                                 Computer (“ARC”) and Sigma Solutions (“Sigma”)
  Service Provider (MVSP)

                                                                                                                                                        Pivot’s Operations

          Select Clients                                                   Select Vendors
                                                                                                                                                                                                                      Pivot Shared
                                                                                                                                                                                                                      Services




                                                                                                                          Seattle, WA
                                                                                                                                                                                          Toronto, ON
                                                                                                                                                                                          Pivot Headquarters
                                                                                                                                                                        Chicago, IL
                                                                                                                                                                                                        Edison, NJ
                                                                                                                   Sacramento, CA
                                                                                                                    Sunnyvale, CA                                                               Louisville, KY
                                                                                                                  Huntington Beach, CA                    Oklahoma City, OK
                                                                                                                                                                                                Franklin, TN
                                                                                                                                          Phoenix, AZ
                                                                                                                          San Diego, CA
                                                                                                                                                          Dallas, TX                   Atlanta, GA
                                                                                                                                                         Austin, TX                         Tallahasse, FL
                                                                                                                                                 San Antonio, TX
                                                                                                                                                                   Houston, TX                       Miami, FL
                                                                                                                                                                                    Tampa, FL
                                                                                                                                                                          New Orleans, LA

  1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV         Pivot HQ – Toronto         Pivot Shared Services          ACS       ARC          ProSys       Sigma
  adjustments, depreciation and amortization, other expenses and non-recurring costs



Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                                                                                                           4
Focused on Large & Growing End Markets

                        Pivot’s Core Focus                                                IT Spending Forecast

                                                                                 Computing Hardware     Software             IT Services
                                                                                 Telecom Equipment      Telecom Services     All IT
  Cloud Computing                   Market Size:
                                                                                                                           $4,119     $4,293
                                                                                                                 $3,948
                                    $27.4B (2016)                               $3,523    $3,628      $3,786

                                                                                                                           $1,806      $1,840
                                                                                                      $1,725     $1,766
                                    5 Year CAGR:                                $1,663    $1,686
                                                                                                                            $454           $478




                                                                     ($ mm)
                                    40%                                          $340      $377        $408       $431
                                                                                                                  $952     $1,003      $1,058
                                                                                 $845      $864        $905
 Source: Gartner 2012
                                                                                           $281        $301       $321      $342           $365
                                                                                 $269
                                                                                 $406      $420        $448       $478      $513           $551

  Data Centers                      Market Size:                                2011       2012       2013        2014     2015            2016
                                                                                                                                                   CAGR (%)
                                                             YoY Growth (%)
                                    $124.6B (2016)           Computing
                                                             Hardware
                                                                                  7.3%       3.4%       6.5%        6.8%    7.3%           7.4%
                                                                                                                                                  2011 - 2016

                                                                                                                                                     6.3%
                                                             Software             9.8%       4.3%       6.9%        6.8%    6.7%           6.7%      6.3%
                                                             IT Services          7.7%       2.3%       4.8%        5.2%    5.3%           5.5%      4.6%
                                    5 Year CAGR:             Telecom
                                                             Equipment
                                                                                  17.5%      10.8%      8.3%        5.6%    5.4%           5.3%      7.1%


                                    6%                       Telecom Services
                                                             All IT
                                                                                  6.0%
                                                                                  7.9%
                                                                                             1.4%
                                                                                             3.0%
                                                                                                        2.3%
                                                                                                        4.4%
                                                                                                                    2.4%
                                                                                                                    4.3%
                                                                                                                            2.3%
                                                                                                                            4.3%
                                                                                                                                           1.9%
                                                                                                                                           4.2%
                                                                                                                                                     2.1%
                                                                                                                                                     4.0%



 Source: Gartner 2012
                                                                                                                                    Source: Gartner 2012




          External IT solution providers like Pivot are becoming increasingly important in the technology ecosystem:
             resources are scarce for OEMs, and they’re focusing on core competencies such as R&D and marketing

Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                                         5
Fragmented Industry, Complex Problems


      Cloud?                             Buy or Build?       Security?
                                                                          Technology
    Bring-your-own-device?                            Mobile workforce?   is changing
                                                                          faster than
                                                                          ever
                     Stuck in the middle:
                  Medium-to-Large Enterprises
                                                                          Thousands of
                                                                          providers with
                                                                          thousands of
                                                                          solutions

Pivot| A Leading Multi Vendor IT Solutions Provider                                        6
Industry Dynamics Favourable to Pivot’s Growth

• Current industry dynamics favour Pivot’s continued growth
   –        Suppliers want to deal with fewer vendors that can provide national platforms,
            integrated solutions and more service offerings
   –        Pivot is one of few Multi-Vendor platforms with scale


• Changing IT landscape supports Pivot’s acquisition model
   –        Smaller vendors and service providers are less certain of their role in the sales
            channel, as clients are shifting towards larger, more integrated providers
   –        Pivot’s access to capital and scale allows it to acquire smaller providers and
            immediately integrate them into its national platform
   –        Pivot’s pipeline is robust and will become stronger as smaller competitors run out
            of the resources to compete




Pivot| A Leading Multi Vendor IT Solutions Provider                                              7
Pivot: A New Type of IT Solutions Provider

High
                                                                                                 Large IT Services
                                                                                                    Providers

                                                                                                   Outsourcing &
                                                                                                    LT Services
  Scale with Vendors




                                                                             Targeted Position


                                                      Traditional VARs
                                                        Fulfillment &
                                                       Implementation
                       Distributors & Direct
                             Marketers
                            Fulfillment

Low                                                         Margin and Multiple                                    High


Gross
Margin:                       5-13%                        8-15%                  12-22%              17-35%
EV/
EBITDA:                        Low                        Medium                  Medium                High


Pivot| A Leading Multi Vendor IT Solutions Provider                                                                       8
Unique Ability to Build Tailored Solutions

             Able to Meet Demands of Increasingly Complex IT Environments


                                       Cloud                      Proliferation of              Virtualization
                                     Computing                    Mobile Devices


                                                      Explosion                      Security
                                                       Of Data                       Breaches

                                                                    Network
                                                                   Optimization



                         By Applying a Client-Centric, Multi-Vendor Approach
       Broad OEM                      Deep Sector            Strong Knowledge of         Embedded Pre-Sales      Post-Sales Service &
      Relationships                    Expertise               Emerging Trends               Engineers                 Support



                                         Client-Focused Solutions
Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                     9
Blue-Chip Client Base




                                                      >2,000 clients
                                                      70% revenues from companies
                                                      in the Fortune 100
                                                      • Long-term relationships
                                                      • Sell into multiple business units
                                                      • Significant opportunities
                                                        to grow in mid-market space




Pivot| A Leading Multi Vendor IT Solutions Provider                                         10
Case Study: Major Telecom Client

            Business Need                                      Solution                        Benefit

• Empower mobile                                      • Assessment and Planning     • >15,000 Apple iPads
  workforce with Apple iPad                           • Procurement of best in        deployed
  solution to increase sale of                          class vendor partners and   • Unified all mobile devices
  bundled offerings                                     configuration                 used by field technicians
                                                      • Deployment and              • Secure access to corporate
                                                        Integration                   applications
                                                      • Lifecycle Support           • Easily document and
                                                                                      record services
                                                                                      engagements
                                                                                    • Application Management
                                                                                      and Real-time Reporting
                                                                                    • Policy-based Controls


              As a trusted advisor, Pivot sells into 9 of this client’s business units


Pivot| A Leading Multi Vendor IT Solutions Provider                                                                11
Case Study: Major Consumer Electronics Client

            Business Need                                      Solution                       Benefit

• Reduce infrastructure cost                          • Assessment and Planning     • Performance
  through using                                                                       improvement of 11x at
                                                      • Procurement of best in
  ‘commoditized servers’                                                              33% of the average cost of
                                                        class vendor partners and
  rather than ‘specialized                                                            competitors’ solutions
                                                        configuration
  servers’
                                                                                    • For Pivot: $100 mm initial
                                                      • Engineers designed
                                                                                      contract has generated
                                                        systems for optimal price
                                                                                      +$500 mm in revenue over
                                                        performance ratio
                                                                                      2 year period
                                                      • Deployment and
                                                        Integration
                                                      • Lifecycle Support




                 Pivot configured and delivered 55,000 servers within 15 months


Pivot| A Leading Multi Vendor IT Solutions Provider                                                            12
Key Vendors and Partners


                                                      Deep relationships and
                                                      extensive network
                                                      Global, National, Local Relationships
                                                       - Executive
                                                       - Sales
                                                       - Engineering
                                                       - Marketing

                                                      Top Level Authorizations, Certifications
                                                       - Engineering
                                                       - Sales



                                                      #1 HP ESSN* Partner
                                                      $500 mm 2011 sales for HP
                                                      Cisco Top 20,
                                                      National Account Status

*ESSN: Enterprise Storage Servers & Networking

Pivot| A Leading Multi Vendor IT Solutions Provider                                              13
Successful Integration of 4 Acquisitions in 2 Years

                                    ACS                                              ARC

• Year founded/acquired: 1989/December 2010                • Year founded/acquired: 1984/August 2011
• Solutions offered: Data center solutions including       • Solutions offered: Servers, PCs & Peripherals,
  systems, storage, security, networking and                 Storage, Routers, Mobile and Handheld Devices
  compliance                                               • Select major OEMs/Vendors: Panasonic,
• Select major OEMs/Vendors: Oracle, HP, Fusion-io           Dell, Xerox



                                  ProSys                                            Sigma

•   Year founded/acquired: 1997/January 2011               •   Year founded/acquired: 1992/July 2012
•   Solutions offered: Communication, Data                 •   Solutions offered: Cloud, Mobility, Data Center,
    Management, Security, Storage and Wireless                 Managed Services
•   Select major OEMs/Vendors: HP, Cisco, Microsoft,       •   Select major OEMs/Vendors: Cisco, HP, EMC, Oracle,
    VMware                                                     Citrix, Hitachi

                               4 acquisitions totaling $1.5B in revenues in 2 years
                                    All successfully integrated and growing
Pivot| A Leading Multi Vendor IT Solutions Provider                                                               14
Proven and Successful Acquisition Model
• Pivot’s management has CEO/CFO-level relationships with multiple acquisition
  candidates
• Clear acquisition target criteria
• Earn-out period requires key former owners and key personnel of acquired business to
  contribute to the success of Pivot
• Retain key management as well as the best sales and technical staff to maintain key
  client and vendor relationships
• Acquisition infrastructure facilitates complete back-office integration




Pivot| A Leading Multi Vendor IT Solutions Provider                                      15
Pro-Forma Revenue and Normalized EBITDA
                                       Pro-Forma Revenue                                                                                                         Pro-Forma Normalized EBITDA1
 (USD$ mm)                                                                                                                                   (USD$ mm)
                                                    YoY Growth %                                                                                                                                  YoY Growth %
                             15%                                                                                                                                            11%
                                                                                        16%                                                                                                                                        14%
                                  $1,491                                                                                                                                              $42
                                                                                                                                                                         $38                                                                $35
                   $1,297                                                                    $1,165                                                                                                                            $31
                                                                               $1,004




                     2011          2012E                                       Q3 YTD       Q3 YTD                                                                      2011         2012E                                  Q3 YTD        Q3 YTD
                                                                                2011         2012                                                                                                                            2011          2012

Note: Pro forma includes full YTD/year revenue for each operating subsidiary                                                                1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV adjustments,
                                                                                                                                            depreciation and amortization, and non-recurring costs
                                                                                                                                            Note: Pro forma includes full YTD and full year EBITDA for each operating subsidiary



                                                                                     2012 Forecast Pro-Forma Revenue
                                                                                                                            ARC
                                                                                                      Sigma                $67.8
                                                                                                      $139.7




                                                                                                                                                                   ACS
                                                                                                                                                                  $783.1
                                                                                                                 Total Preliminary
                                                                                              ProSys
                                                                                                                Revenue: $1,491 mm
                                                                                              $500.7



                                                                     Note: Pro forma includes full quarter revenue for each operating subsidiary




                                                                       High growth rates with stable margins
Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                                                                                                                                                 16
Forecasted Financial Performance
                                                      Pro-Forma Revenue                                                              Key Drivers for Expected Growth
(US$ mm)

                                                                                                                                     Management expects organic revenue to
                                                                                         $1,491                             $1,522   increase at a compound annual growth rate
                                                          $1,297                                                                     of ~15% which is largely in line with
                         $1,016                                                                                                      historical trends:

                                                                                                                                     • Focused on Growth Industries
                                                                                                                                       Cloud computing and data center markets
                                                                                                                                       expected to grow at 40% and 6% CAGRs
                          2010                             2011                          2012E                              2013E
                                                                                                                                       respectively; Pivot expects to remain
Note: Pro forma includes full year revenue for each operating subsidiary
                                                                                                                                       focused in these sectors
                                       Pro-Forma Normalized EBITDA1
                                                                                                                                     • Penetration from Existing Clients Long-
(US$ mm)                                                                                                                               term relationships with key clients can
                                                                                                                              $55      lead to further penetration within
                                                                                            $42                                        multiple business units
                                                            $37
                          $20                                                                                                        • Expansion of Services Business
                                                                                                                                       Focus on enhancing managed services
                                                                                                                                       offering while driving increased margins
                         2010                              2011                           2012E                             2013E
1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV adjustments,
depreciation and amortization, and non-recurring costs
Note: Pro forma includes full year EBITDA for each operating subsidiary




                            Growth expected to continue on the back of several key drivers

Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                                                               17
Growth Objective: $3B in Revenue in 3 Years

• Leverage Multi-Vendor Strategy – Become truly differentiated IT solutions provider by
  employing integrated hardware solutions with best-in-class OEM partners
   –   Utilize best practices and sell across operating groups
   –   Focus on Technology, Telecom, Healthcare and Financial
   –   Enhance managed services, staff augmentation
   –   Use national scale to service enterprise companies locally

• Use Platform to Grow Sales Organically – Grow revenues from existing clients, attract
  new clients, continue to innovate and deliver new solutions

• Pursue Strategic Acquisitions – Identify, acquire and integrate reseller and IT services
  sector companies that are: financeable, growing, innovative and aligned with our
  business strategy




Pivot| A Leading Multi Vendor IT Solutions Provider                                          18
Pivot Team: Experienced and Committed to Achieving Success

Greg Gallagher>> CEO, Director                                              Warren Barnes>> CFO
• Managing Director at Wells Fargo Capital Finance                           • Formerly CFO Pivot Operating Companies with considerable IT
• Track record of accelerating high-tech business growth, channel              VAR industry expertise
  financing expertise, deep industry relationships and M&A                   • Executive with over 20 years senior management experience
  experience as an attorney                                                    in private and public companies



John Sculley>> Co-Founder, Executive Chairman                               Morton Meyerson>> Director
• Previously served as CEO of PepsiCo Foods International, Pepsi-Cola        • Former Chairman and CEO of Perot Systems Corporation,
  Co. and Apple Inc.                                                           former President and Vice Chairman of Electronic Data
• Selected as "Marketing CEO of the Decade" and                                Systems, Inc. (EDS)
  "CEO of the Year"                                                          • Elected three times by the Wall Street Transcript as outstanding
                                                                               Chief Executive Officer


Shane Maine                         Gord McMillan              John Anderson                 Stephen Moore              David Beck
Co-Founder & Director               Co-Founder                 Director                      Director                   Director


Technology industry                 Experienced financial      Experienced financial         Managing Director at       Experienced investment
entrepreneur and Co-                services industry          executive and director with   Newhaven Asset             banking executive with
Founder and Managing                entrepreneur who co-       a number of private and       Management                 RBC Capital, GMP and NCP
Partner of Inflexionpoint           founded firms that         public companies                                         Northland
Acquisition Corp.                   managed assets in excess
                                    of $2B


Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                               19
Summary

• Large and growing markets: $3.6 trillion in Global IT spending in 2012

• Unique service offering

• Blue chip clients

• Strong financial performance

• Successful acquisition and integration strategy

• Visionary board and management team




Pivot| A Leading Multi Vendor IT Solutions Provider                        20
RTO Financing Summary Term Sheet
Refer to separate Term Sheet for complete details of the Offering


          Issuer               Pivot Acquisition Corp. (or the “Company”)


      Offering Size            Minimum of C$5 mm; Maximum of C$10 mm


         Offering              Treasury offering of subscription receipts


      Offering Price           C$1.00 per subscription receipt


    Use of Proceeds            The net proceeds received from the Offering will be used for additional working capital


   Exchange / Ticker           TSX Venture Exchange (initial listing) / PTG (reserved)


 Annual Dividend Yield         Annual dividend of $0.02 (to be paid quarterly at $0.005 per share), for annual yield of 2%


      Closing Date             On or about February 12th, 2013


          Agents               Mackie Research Capital Corporation as lead agent, and including Macquarie Private Wealth Inc.




Pivot| A Leading Multi Vendor IT Solutions Provider                                                                             21
Share Capitalization Post-RTO


                                                                        Pivot Acquisition Corp.
                                                                                                            Post-RTO

                                Price                                                                         C$1.00
                                                                 (1)
                                 Pivot Shares O/S (mm)                                                         50.4
                                                                       (2)
                                 Series A Preferred Shares                                                     72.8
                                                               (3)
                                 RTO Financing Shares                                                          10.0
                                 Convertible Debenture Shares                                                  12.8
                                Shares to Acme Capital                                                          1.0
                                Total Shares O/S (mm)                                                          147.0
                                Market Cap ($mm)                                                             C$147.0
                                (1)
                                      Assumes 15% of 37.5 mm founders shares o/s escrowed until subsequent financing completed.
                                (2)
                                      Assumes C$36.2 mm of outstanding convertible debentures exchange into series A preferred
                                shares and all remaining outstanding convertible debentures convert at 50% of RTO price. Includes
                                accrued interest.
                                (3)
                                      Assumes C$10 mm RTO at $1.00 per subscription receipt.




Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                 22
Pivot’s Outstanding Convertible Debentures
• Pivot currently has C$42.6 mm of 2-year, 12% coupon, convertible debentures outstanding,
  maturing April 14, 2013
• The convertible debentures will either i) be converted into common shares of Pivot (at a 50%
  discount to the RTO price) upon completion of the RTO, pursuant to the Indenture, or ii) Debenture
  Holders will have the option (prior to the closing of the RTO), to exchange into Series A Preferred
  Shares of Pivot
• Key features of the Series A Preferred Shares include:
  –   Receive two Preferred Shares for every dollar of accrued and unpaid interest and the principal amount of the Debentures
  –   At any time following closing of the RTO, Preferred Shareholders will have the option to convert into “Resulting Issuer” common
      shares at a ratio of 1-to-1 (1 common share per 1 Preferred Share)
  –   In the event that Pivot successfully raises a minimum of C$75 mm contemplated by the potential royalty financing, or any other
      form of financing, Preferred Shareholders will have the option to sell (put) their shares to Pivot, upon 30 days’ notice, for an
      amount equal to C$0.60 per share (i.e. a 20% premium to ½ the RTO price)
  –   After June 30, 2013, Pivot shall have the right to force conversion of any and all outstanding Preferred Shares into “Resulting
      Issuer” common shares at a ratio of 1-to-1 (1 common share per 1 Preferred Share)
  –   The Preferred Shares will have a coupon of 12%. The Preferred Shares will be non-voting shares.

• Subsequent to the RTO, Pivot intends to explore a number of financing options to fund future
  acquisitions, reduce debt and recapitalize its balance sheet




Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                      23
Potential Future Financing (Post-RTO)
• While there is no guarantee as to the success of any contemplated future financing
  option, chief among future financing considerations is a royalty transaction
  –      Pivot will explore the potential of creating a separate royalty company (“Pivot Royalties Corp.”)
  –      In that potential financing scenario, Pivot Royalties Corp. would propose to raise equity to acquire a revenue
         stream from Pivot
  –      Shares of Pivot Royalties Corp. would be offered at a discount to its peer group, and as Pivot focuses on new
         acquisition targets, it could potentially source funds from Pivot Royalties Corp.

• The potential implications for Pivot of a successful royalty transaction include:*
  –       > $1.5 bn in Revenues and $43.5 mm of net EBITDA forecast for 2013 (net of royalty to Pivot Royalties Corp.)
  –       A market cap of C$80 mm
  –       A strong pro-forma cash balance of approximately C$63.4 mm
  –       Pro-forma net debt reduced to approximately C$78.3 mm
  –       Enterprise value of C$163 mm
  –       Existing management well incentivized to continue to grow the business



*Assumes C$36.2 mm (85%) of convertible debentures exchange into series A preferred shares and that $C75 mm royalty financing and $C10 mm RTO are completed.


Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                                            24
Comparable Companies Analysis
                                                                                                                    Comparable Companies
               24-Jan-13
                                                                                 Share      Market       Ent.                 EV/EBITDA                           EBITDA Margin          Revenue Growth     EBITDA Growth
               Company                                                           Price       Cap.       Value         LTM       2012E   2013E              LTM        2012E     2013E   11A/12E 12E/13E   11A/12E    12E/13E
                                                                                   ($)      ($MM)       ($MM)          (x)        (x)        (x)            (%)       (%)       (%)       (%)     (%)       (%)        (%)

               VARs/Distributors
               Avnet, Inc.                                 NYSE:AVT              $34.40     $4,721      $5,904        6.0x       5.4x        7.2x          3.9%       4.2%      3.3%     -1.5%   -6.4%      NA       -25.3%
               Arrow Electronics, Inc.                     NYSE:ARW              $39.22     $4,156      $5,754        6.1x       6.5x        6.3x          4.6%       4.4%      4.4%     -5.0%    1.8%    -15.5%      3.3%
               Ingram Micro Inc.                           NYSE:IM               $18.37     $2,758      $2,373        4.3x       4.5x        3.8x          1.5%       1.4%      1.5%     2.6%    10.6%     9.0%       19.0%
               Tech Data Corp.                             Na s da q:TECD        $49.45     $1,867      $1,772        4.7x       4.3x        4.6x          1.5%       1.6%      1.5%     8.9%    -6.0%      NA        -7.2%
               SYNNEX Corp.                                NYSE:SNX              $36.40     $1,359      $1,471        5.3x       5.4x        5.1x          2.7%       2.6%      2.7%     -1.3%    4.0%     0.9%       7.0%
               Insight Enterprises Inc.                    Na s da q:NSIT        $19.58      $872        $845         4.2x       4.1x        4.0x          3.8%       3.9%      3.9%     0.0%     1.8%     6.7%       4.1%
               PC Connection, Inc.                         Na s da q:PCCC        $12.33      $327        $275         4.6x       4.6x        4.2x          2.8%       2.8%      2.9%     2.5%     2.5%     4.3%       7.8%
               Softchoice Corporation                      TSX:SO                $12.05      $237        $185         3.8x       3.9x        3.3x          4.8%       4.5%      4.9%     6.2%     8.0%     -5.9%      16.0%

               Average                                                                                                4.9x       4.8x        4.8x          3.2%       3.2%      3.2%     1.6%     2.0%     -0.1%      3.1%

               Diversified Technology Companies
               iGATE Corporation                           Na s da q:IGTE        $17.73     $1,020      $2,481        9.7x       9.4x        9.0x         23.9%      24.5%     24.2%     37.8%    6.6%      NA        5.5%
               Web.com Group, Inc.                         Na s da q:WWWW        $15.99      $754       $1,424        42.1x      9.9x        8.8x          9.2%      30.3%     31.1%    139.1%    9.8%    183.7%      12.9%
               FARO Technologies Inc.                      Na s da q:FARO        $32.73      $555        $475         12.0x      13.1x      10.2x         14.7%      13.8%     16.1%     3.2%    10.6%     -8.9%      28.5%
               Ellie Mae, Inc.                             NYSE:ELLI             $23.13      $594        $503         22.8x      17.0x      13.4x         24.4%      29.6%     30.1%     80.0%   24.4%    497.1%      26.7%
               SPS Commerce, Inc.                          Na s da q:SPSC        $37.23      $547        $477         79.8x      55.0x      37.8x          8.5%      11.3%     13.0%     32.0%   27.0%     63.3%      45.6%
               Tangoe, Inc.                                Na s da q:TNGO        $14.84      $562        $535         50.2x      24.3x      17.1x          7.6%      14.4%     16.4%     45.8%   24.7%     78.0%      42.0%
               The Active Network, Inc.                    NYSE:ACTV              $5.52      $334        $259         27.5x      5.8x        5.1x          2.3%      10.6%     10.7%     24.6%   13.0%     17.2%      13.9%
               PDF Solutions Inc.                          Na s da q:PDFS        $13.84      $403        $352         19.7x      13.3x       8.8x         21.5%      29.8%     38.0%     33.0%   18.4%    156.3%      51.1%
               Guidance Software, Inc.                     Na s da q:GUID        $12.85      $323        $293         39.5x      21.5x      15.6x          6.0%      10.5%     12.7%     24.8%   13.1%      NA        37.7%

               Average                                                                                                33.7x      18.8x      14.0x         13.1%      19.4%     21.4%     46.7%   16.4%    141.0%      29.3%

               Overall Average                                                                                        20.1x      12.2x       9.7x          8.4%      11.8%     12.8%     25.5%    9.6%     75.9%      17.0%

                                                    (1)
               Pivot Technology Solutions Inc.            - Post-RTO              $1.00      $147        $257         7.0x       6.2x        4.7x          2.8%       2.8%      3.6%     15.1%    2.0%     13.9%      31.0%

                                                    (2)
               Pivot Technology Solutions Inc.            - Post-RTO & Royalty    $1.00       $80        $163         4.4x       3.9x        3.8x          2.8%       2.8%      2.9%     15.1%    2.0%     13.9%      4.1%


               Source: S&P Capital IQ, Bloomberg
               1
                   Post-RTO financing of C$10 mm. Assumes C$36.2 mm of convertible debentures exchanged into series A preferred shares.
               2
                   Assumes a royalty financing of C$75 mm, C$36.2 mm of convertible debentures exchanged into series A preferred shares, and a 1% revenue royalty.
               Note: Revenue growth shown for Pivot is organic revenue growth, without acquisitions.




Pivot| A Leading Multi Vendor IT Solutions Provider                                                                                                                                                                            25
Contact Information




Greg Gallagher>> Chief Executive Officer              Warren Barnes >> Chief Financial Officer

• 720 465 9675                                        • 714 861 2296
• greg.gallagher@pivotac.com                          • warren.barnes@pivotac.com




Pivot| A Leading Multi Vendor IT Solutions Provider                                              26

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Corporate Presentation Probe May 2024.pdf
Corporate Presentation Probe May 2024.pdfCorporate Presentation Probe May 2024.pdf
Corporate Presentation Probe May 2024.pdf
 

Pivot investor presentation

  • 1. A Leading Multi Vendor IT Solutions Provider Reverse Take-Over of Acme Capital Corp. and up to C$10 mm Financing Investor Presentation January/February 2013 Proprietary & Confidential · Not for Distribution
  • 2. PRIVATE & CONFIDENTIAL - NOT FOR REPRODUCTION OR DISSEMINATION This management presentation is confidential and is not to be disclosed, reproduced or disseminated to any person without the prior express consent of Pivot Acquisition Corp. (the "Company"). This management presentation is intended to provide a general overview of the Company's business plans and therefore does not purport to be complete. This presentation does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities. It is intended that any offering of the securities will be made in reliance upon the availability of exemptions from the applicable registration and prospectus requirements. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. While information in this document derived from third parties is obtained from sources which the Company believes to be reliable, such information is not guaranteed as to its accuracy or completeness. This document may contain product names, trade names, trademarks and service marks of the Company and of other organizations, all of which are the properties of their respective owners. No representation, warranty or undertaking, expressed or implied, is or will be made and no responsibility or liability is or will be accepted by the Company or any of its affiliates or associates or their respective directors, officers, employees, agents, shareholders or advisors as to, or in relation to, the accuracy or completeness of the information contained herein. All dollar amounts referenced herein, unless otherwise indicated, are expressed in U.S. dollars. This management presentation supersedes and replaces any and all materials which may have been provided to potential investors. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This management presentation contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to prospective financial performance, estimated sales pipeline and backlog, estimated gross margins, estimated operating costs, estimated market drivers, business prospects and strategy, timing of roll-out plans, the proposed capital structure of the Company, the conversion or exchange of outstanding debentures of the Company, the ability to complete potential acquisitions on satisfactory terms, the impact of prospective acquisitions (if completed) and recently completed acquisitions on financial performance, THE ability to complete the proposed royalty offering OR OTHER PROPOSED FINANCING OPTIONS referenced herein in a timely manner and on acceptable terms, new markets for growth, financial position and intended use of proceeds. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as the “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this management presentation. All figures contained in this management presentation are based on the unaudited consolidated financial statements of the Company and are subject to change. The forward-looking statements contained in this management presentation are made as of the date of this document, and the Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. An investment in securities of the Company is speculative and subject to a number of risks. All subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. Pivot| A Leading Multi Vendor IT Solutions Provider 2
  • 3. Investment Highlights • Large and growing markets: $3.6 trillion in Global IT spending in 2012 – Focused on fast growing cloud computing, virtualization and data centre segments • Unique service offering – Delivers independent, agnostic, multi-vendor solutions • Blue chip clients – Fortune 100 clients comprise over 70% of revenues – High client retention and proven ability to increase penetration • Strong financial performance – $1.5B in revenue (2012 pro-forma estimate), 15% organic growth • Successful acquisition and integration strategy – Consolidating industry favours larger players including Pivot; unique acquisition strategy leverages existing sales and technical relationships in acquired companies • Visionary board and management team – John Sculley (Apple, Pepsi) and Mort Meyerson (EDS, Perot Systems) lead top-flight board – Greg Gallagher, CEO, has extensive experience accelerating high-tech business growth Pivot| A Leading Multi Vendor IT Solutions Provider 3
  • 4. Leading Multi Vendor IT Solutions Provider Founded 2010 by John Sculley, Shane Maine & Gord McMillan • Delivers multi-vendor sourcing and implementation to support, plan and provide for the IT needs of Twelve Month Financials (Q3’12): $1.36B Revenue and $40 mm clients through independent and innovative solutions Normalized EBITDA1 • 270 engineers and 190 sales people focused on Number of employees: 679 delivering to >2,000 clients Corporate office: Toronto • Mission is to identify, acquire and integrate companies in the IT solutions sector with the goal of Acquisitions to date: Applied Computer Solutions (“ACS”), becoming North America’s dominant Multi Vendor ProSys Information Systems (“ProSys”), Austin Ribbon & Computer (“ARC”) and Sigma Solutions (“Sigma”) Service Provider (MVSP) Pivot’s Operations Select Clients Select Vendors Pivot Shared Services Seattle, WA Toronto, ON Pivot Headquarters Chicago, IL Edison, NJ Sacramento, CA Sunnyvale, CA Louisville, KY Huntington Beach, CA Oklahoma City, OK Franklin, TN Phoenix, AZ San Diego, CA Dallas, TX Atlanta, GA Austin, TX Tallahasse, FL San Antonio, TX Houston, TX Miami, FL Tampa, FL New Orleans, LA 1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV Pivot HQ – Toronto Pivot Shared Services ACS ARC ProSys Sigma adjustments, depreciation and amortization, other expenses and non-recurring costs Pivot| A Leading Multi Vendor IT Solutions Provider 4
  • 5. Focused on Large & Growing End Markets Pivot’s Core Focus IT Spending Forecast Computing Hardware Software IT Services Telecom Equipment Telecom Services All IT Cloud Computing Market Size: $4,119 $4,293 $3,948 $27.4B (2016) $3,523 $3,628 $3,786 $1,806 $1,840 $1,725 $1,766 5 Year CAGR: $1,663 $1,686 $454 $478 ($ mm) 40% $340 $377 $408 $431 $952 $1,003 $1,058 $845 $864 $905 Source: Gartner 2012 $281 $301 $321 $342 $365 $269 $406 $420 $448 $478 $513 $551 Data Centers Market Size: 2011 2012 2013 2014 2015 2016 CAGR (%) YoY Growth (%) $124.6B (2016) Computing Hardware 7.3% 3.4% 6.5% 6.8% 7.3% 7.4% 2011 - 2016 6.3% Software 9.8% 4.3% 6.9% 6.8% 6.7% 6.7% 6.3% IT Services 7.7% 2.3% 4.8% 5.2% 5.3% 5.5% 4.6% 5 Year CAGR: Telecom Equipment 17.5% 10.8% 8.3% 5.6% 5.4% 5.3% 7.1% 6% Telecom Services All IT 6.0% 7.9% 1.4% 3.0% 2.3% 4.4% 2.4% 4.3% 2.3% 4.3% 1.9% 4.2% 2.1% 4.0% Source: Gartner 2012 Source: Gartner 2012 External IT solution providers like Pivot are becoming increasingly important in the technology ecosystem: resources are scarce for OEMs, and they’re focusing on core competencies such as R&D and marketing Pivot| A Leading Multi Vendor IT Solutions Provider 5
  • 6. Fragmented Industry, Complex Problems Cloud? Buy or Build? Security? Technology Bring-your-own-device? Mobile workforce? is changing faster than ever Stuck in the middle: Medium-to-Large Enterprises Thousands of providers with thousands of solutions Pivot| A Leading Multi Vendor IT Solutions Provider 6
  • 7. Industry Dynamics Favourable to Pivot’s Growth • Current industry dynamics favour Pivot’s continued growth – Suppliers want to deal with fewer vendors that can provide national platforms, integrated solutions and more service offerings – Pivot is one of few Multi-Vendor platforms with scale • Changing IT landscape supports Pivot’s acquisition model – Smaller vendors and service providers are less certain of their role in the sales channel, as clients are shifting towards larger, more integrated providers – Pivot’s access to capital and scale allows it to acquire smaller providers and immediately integrate them into its national platform – Pivot’s pipeline is robust and will become stronger as smaller competitors run out of the resources to compete Pivot| A Leading Multi Vendor IT Solutions Provider 7
  • 8. Pivot: A New Type of IT Solutions Provider High Large IT Services Providers Outsourcing & LT Services Scale with Vendors Targeted Position Traditional VARs Fulfillment & Implementation Distributors & Direct Marketers Fulfillment Low Margin and Multiple High Gross Margin: 5-13% 8-15% 12-22% 17-35% EV/ EBITDA: Low Medium Medium High Pivot| A Leading Multi Vendor IT Solutions Provider 8
  • 9. Unique Ability to Build Tailored Solutions Able to Meet Demands of Increasingly Complex IT Environments Cloud Proliferation of Virtualization Computing Mobile Devices Explosion Security Of Data Breaches Network Optimization By Applying a Client-Centric, Multi-Vendor Approach Broad OEM Deep Sector Strong Knowledge of Embedded Pre-Sales Post-Sales Service & Relationships Expertise Emerging Trends Engineers Support Client-Focused Solutions Pivot| A Leading Multi Vendor IT Solutions Provider 9
  • 10. Blue-Chip Client Base >2,000 clients 70% revenues from companies in the Fortune 100 • Long-term relationships • Sell into multiple business units • Significant opportunities to grow in mid-market space Pivot| A Leading Multi Vendor IT Solutions Provider 10
  • 11. Case Study: Major Telecom Client Business Need Solution Benefit • Empower mobile • Assessment and Planning • >15,000 Apple iPads workforce with Apple iPad • Procurement of best in deployed solution to increase sale of class vendor partners and • Unified all mobile devices bundled offerings configuration used by field technicians • Deployment and • Secure access to corporate Integration applications • Lifecycle Support • Easily document and record services engagements • Application Management and Real-time Reporting • Policy-based Controls As a trusted advisor, Pivot sells into 9 of this client’s business units Pivot| A Leading Multi Vendor IT Solutions Provider 11
  • 12. Case Study: Major Consumer Electronics Client Business Need Solution Benefit • Reduce infrastructure cost • Assessment and Planning • Performance through using improvement of 11x at • Procurement of best in ‘commoditized servers’ 33% of the average cost of class vendor partners and rather than ‘specialized competitors’ solutions configuration servers’ • For Pivot: $100 mm initial • Engineers designed contract has generated systems for optimal price +$500 mm in revenue over performance ratio 2 year period • Deployment and Integration • Lifecycle Support Pivot configured and delivered 55,000 servers within 15 months Pivot| A Leading Multi Vendor IT Solutions Provider 12
  • 13. Key Vendors and Partners Deep relationships and extensive network Global, National, Local Relationships - Executive - Sales - Engineering - Marketing Top Level Authorizations, Certifications - Engineering - Sales #1 HP ESSN* Partner $500 mm 2011 sales for HP Cisco Top 20, National Account Status *ESSN: Enterprise Storage Servers & Networking Pivot| A Leading Multi Vendor IT Solutions Provider 13
  • 14. Successful Integration of 4 Acquisitions in 2 Years ACS ARC • Year founded/acquired: 1989/December 2010 • Year founded/acquired: 1984/August 2011 • Solutions offered: Data center solutions including • Solutions offered: Servers, PCs & Peripherals, systems, storage, security, networking and Storage, Routers, Mobile and Handheld Devices compliance • Select major OEMs/Vendors: Panasonic, • Select major OEMs/Vendors: Oracle, HP, Fusion-io Dell, Xerox ProSys Sigma • Year founded/acquired: 1997/January 2011 • Year founded/acquired: 1992/July 2012 • Solutions offered: Communication, Data • Solutions offered: Cloud, Mobility, Data Center, Management, Security, Storage and Wireless Managed Services • Select major OEMs/Vendors: HP, Cisco, Microsoft, • Select major OEMs/Vendors: Cisco, HP, EMC, Oracle, VMware Citrix, Hitachi 4 acquisitions totaling $1.5B in revenues in 2 years All successfully integrated and growing Pivot| A Leading Multi Vendor IT Solutions Provider 14
  • 15. Proven and Successful Acquisition Model • Pivot’s management has CEO/CFO-level relationships with multiple acquisition candidates • Clear acquisition target criteria • Earn-out period requires key former owners and key personnel of acquired business to contribute to the success of Pivot • Retain key management as well as the best sales and technical staff to maintain key client and vendor relationships • Acquisition infrastructure facilitates complete back-office integration Pivot| A Leading Multi Vendor IT Solutions Provider 15
  • 16. Pro-Forma Revenue and Normalized EBITDA Pro-Forma Revenue Pro-Forma Normalized EBITDA1 (USD$ mm) (USD$ mm) YoY Growth % YoY Growth % 15% 11% 16% 14% $1,491 $42 $38 $35 $1,297 $1,165 $31 $1,004 2011 2012E Q3 YTD Q3 YTD 2011 2012E Q3 YTD Q3 YTD 2011 2012 2011 2012 Note: Pro forma includes full YTD/year revenue for each operating subsidiary 1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV adjustments, depreciation and amortization, and non-recurring costs Note: Pro forma includes full YTD and full year EBITDA for each operating subsidiary 2012 Forecast Pro-Forma Revenue ARC Sigma $67.8 $139.7 ACS $783.1 Total Preliminary ProSys Revenue: $1,491 mm $500.7 Note: Pro forma includes full quarter revenue for each operating subsidiary High growth rates with stable margins Pivot| A Leading Multi Vendor IT Solutions Provider 16
  • 17. Forecasted Financial Performance Pro-Forma Revenue Key Drivers for Expected Growth (US$ mm) Management expects organic revenue to $1,491 $1,522 increase at a compound annual growth rate $1,297 of ~15% which is largely in line with $1,016 historical trends: • Focused on Growth Industries Cloud computing and data center markets expected to grow at 40% and 6% CAGRs 2010 2011 2012E 2013E respectively; Pivot expects to remain Note: Pro forma includes full year revenue for each operating subsidiary focused in these sectors Pro-Forma Normalized EBITDA1 • Penetration from Existing Clients Long- (US$ mm) term relationships with key clients can $55 lead to further penetration within $42 multiple business units $37 $20 • Expansion of Services Business Focus on enhancing managed services offering while driving increased margins 2010 2011 2012E 2013E 1. Normalized EBITDA defined as net income plus interest expense, income tax expense, transaction costs, FMV adjustments, depreciation and amortization, and non-recurring costs Note: Pro forma includes full year EBITDA for each operating subsidiary Growth expected to continue on the back of several key drivers Pivot| A Leading Multi Vendor IT Solutions Provider 17
  • 18. Growth Objective: $3B in Revenue in 3 Years • Leverage Multi-Vendor Strategy – Become truly differentiated IT solutions provider by employing integrated hardware solutions with best-in-class OEM partners – Utilize best practices and sell across operating groups – Focus on Technology, Telecom, Healthcare and Financial – Enhance managed services, staff augmentation – Use national scale to service enterprise companies locally • Use Platform to Grow Sales Organically – Grow revenues from existing clients, attract new clients, continue to innovate and deliver new solutions • Pursue Strategic Acquisitions – Identify, acquire and integrate reseller and IT services sector companies that are: financeable, growing, innovative and aligned with our business strategy Pivot| A Leading Multi Vendor IT Solutions Provider 18
  • 19. Pivot Team: Experienced and Committed to Achieving Success Greg Gallagher>> CEO, Director Warren Barnes>> CFO • Managing Director at Wells Fargo Capital Finance • Formerly CFO Pivot Operating Companies with considerable IT • Track record of accelerating high-tech business growth, channel VAR industry expertise financing expertise, deep industry relationships and M&A • Executive with over 20 years senior management experience experience as an attorney in private and public companies John Sculley>> Co-Founder, Executive Chairman Morton Meyerson>> Director • Previously served as CEO of PepsiCo Foods International, Pepsi-Cola • Former Chairman and CEO of Perot Systems Corporation, Co. and Apple Inc. former President and Vice Chairman of Electronic Data • Selected as "Marketing CEO of the Decade" and Systems, Inc. (EDS) "CEO of the Year" • Elected three times by the Wall Street Transcript as outstanding Chief Executive Officer Shane Maine Gord McMillan John Anderson Stephen Moore David Beck Co-Founder & Director Co-Founder Director Director Director Technology industry Experienced financial Experienced financial Managing Director at Experienced investment entrepreneur and Co- services industry executive and director with Newhaven Asset banking executive with Founder and Managing entrepreneur who co- a number of private and Management RBC Capital, GMP and NCP Partner of Inflexionpoint founded firms that public companies Northland Acquisition Corp. managed assets in excess of $2B Pivot| A Leading Multi Vendor IT Solutions Provider 19
  • 20. Summary • Large and growing markets: $3.6 trillion in Global IT spending in 2012 • Unique service offering • Blue chip clients • Strong financial performance • Successful acquisition and integration strategy • Visionary board and management team Pivot| A Leading Multi Vendor IT Solutions Provider 20
  • 21. RTO Financing Summary Term Sheet Refer to separate Term Sheet for complete details of the Offering Issuer Pivot Acquisition Corp. (or the “Company”) Offering Size Minimum of C$5 mm; Maximum of C$10 mm Offering Treasury offering of subscription receipts Offering Price C$1.00 per subscription receipt Use of Proceeds The net proceeds received from the Offering will be used for additional working capital Exchange / Ticker TSX Venture Exchange (initial listing) / PTG (reserved) Annual Dividend Yield Annual dividend of $0.02 (to be paid quarterly at $0.005 per share), for annual yield of 2% Closing Date On or about February 12th, 2013 Agents Mackie Research Capital Corporation as lead agent, and including Macquarie Private Wealth Inc. Pivot| A Leading Multi Vendor IT Solutions Provider 21
  • 22. Share Capitalization Post-RTO Pivot Acquisition Corp. Post-RTO Price C$1.00 (1) Pivot Shares O/S (mm) 50.4 (2) Series A Preferred Shares 72.8 (3) RTO Financing Shares 10.0 Convertible Debenture Shares 12.8 Shares to Acme Capital 1.0 Total Shares O/S (mm) 147.0 Market Cap ($mm) C$147.0 (1) Assumes 15% of 37.5 mm founders shares o/s escrowed until subsequent financing completed. (2) Assumes C$36.2 mm of outstanding convertible debentures exchange into series A preferred shares and all remaining outstanding convertible debentures convert at 50% of RTO price. Includes accrued interest. (3) Assumes C$10 mm RTO at $1.00 per subscription receipt. Pivot| A Leading Multi Vendor IT Solutions Provider 22
  • 23. Pivot’s Outstanding Convertible Debentures • Pivot currently has C$42.6 mm of 2-year, 12% coupon, convertible debentures outstanding, maturing April 14, 2013 • The convertible debentures will either i) be converted into common shares of Pivot (at a 50% discount to the RTO price) upon completion of the RTO, pursuant to the Indenture, or ii) Debenture Holders will have the option (prior to the closing of the RTO), to exchange into Series A Preferred Shares of Pivot • Key features of the Series A Preferred Shares include: – Receive two Preferred Shares for every dollar of accrued and unpaid interest and the principal amount of the Debentures – At any time following closing of the RTO, Preferred Shareholders will have the option to convert into “Resulting Issuer” common shares at a ratio of 1-to-1 (1 common share per 1 Preferred Share) – In the event that Pivot successfully raises a minimum of C$75 mm contemplated by the potential royalty financing, or any other form of financing, Preferred Shareholders will have the option to sell (put) their shares to Pivot, upon 30 days’ notice, for an amount equal to C$0.60 per share (i.e. a 20% premium to ½ the RTO price) – After June 30, 2013, Pivot shall have the right to force conversion of any and all outstanding Preferred Shares into “Resulting Issuer” common shares at a ratio of 1-to-1 (1 common share per 1 Preferred Share) – The Preferred Shares will have a coupon of 12%. The Preferred Shares will be non-voting shares. • Subsequent to the RTO, Pivot intends to explore a number of financing options to fund future acquisitions, reduce debt and recapitalize its balance sheet Pivot| A Leading Multi Vendor IT Solutions Provider 23
  • 24. Potential Future Financing (Post-RTO) • While there is no guarantee as to the success of any contemplated future financing option, chief among future financing considerations is a royalty transaction – Pivot will explore the potential of creating a separate royalty company (“Pivot Royalties Corp.”) – In that potential financing scenario, Pivot Royalties Corp. would propose to raise equity to acquire a revenue stream from Pivot – Shares of Pivot Royalties Corp. would be offered at a discount to its peer group, and as Pivot focuses on new acquisition targets, it could potentially source funds from Pivot Royalties Corp. • The potential implications for Pivot of a successful royalty transaction include:* – > $1.5 bn in Revenues and $43.5 mm of net EBITDA forecast for 2013 (net of royalty to Pivot Royalties Corp.) – A market cap of C$80 mm – A strong pro-forma cash balance of approximately C$63.4 mm – Pro-forma net debt reduced to approximately C$78.3 mm – Enterprise value of C$163 mm – Existing management well incentivized to continue to grow the business *Assumes C$36.2 mm (85%) of convertible debentures exchange into series A preferred shares and that $C75 mm royalty financing and $C10 mm RTO are completed. Pivot| A Leading Multi Vendor IT Solutions Provider 24
  • 25. Comparable Companies Analysis Comparable Companies 24-Jan-13 Share Market Ent. EV/EBITDA EBITDA Margin Revenue Growth EBITDA Growth Company Price Cap. Value LTM 2012E 2013E LTM 2012E 2013E 11A/12E 12E/13E 11A/12E 12E/13E ($) ($MM) ($MM) (x) (x) (x) (%) (%) (%) (%) (%) (%) (%) VARs/Distributors Avnet, Inc. NYSE:AVT $34.40 $4,721 $5,904 6.0x 5.4x 7.2x 3.9% 4.2% 3.3% -1.5% -6.4% NA -25.3% Arrow Electronics, Inc. NYSE:ARW $39.22 $4,156 $5,754 6.1x 6.5x 6.3x 4.6% 4.4% 4.4% -5.0% 1.8% -15.5% 3.3% Ingram Micro Inc. NYSE:IM $18.37 $2,758 $2,373 4.3x 4.5x 3.8x 1.5% 1.4% 1.5% 2.6% 10.6% 9.0% 19.0% Tech Data Corp. Na s da q:TECD $49.45 $1,867 $1,772 4.7x 4.3x 4.6x 1.5% 1.6% 1.5% 8.9% -6.0% NA -7.2% SYNNEX Corp. NYSE:SNX $36.40 $1,359 $1,471 5.3x 5.4x 5.1x 2.7% 2.6% 2.7% -1.3% 4.0% 0.9% 7.0% Insight Enterprises Inc. Na s da q:NSIT $19.58 $872 $845 4.2x 4.1x 4.0x 3.8% 3.9% 3.9% 0.0% 1.8% 6.7% 4.1% PC Connection, Inc. Na s da q:PCCC $12.33 $327 $275 4.6x 4.6x 4.2x 2.8% 2.8% 2.9% 2.5% 2.5% 4.3% 7.8% Softchoice Corporation TSX:SO $12.05 $237 $185 3.8x 3.9x 3.3x 4.8% 4.5% 4.9% 6.2% 8.0% -5.9% 16.0% Average 4.9x 4.8x 4.8x 3.2% 3.2% 3.2% 1.6% 2.0% -0.1% 3.1% Diversified Technology Companies iGATE Corporation Na s da q:IGTE $17.73 $1,020 $2,481 9.7x 9.4x 9.0x 23.9% 24.5% 24.2% 37.8% 6.6% NA 5.5% Web.com Group, Inc. Na s da q:WWWW $15.99 $754 $1,424 42.1x 9.9x 8.8x 9.2% 30.3% 31.1% 139.1% 9.8% 183.7% 12.9% FARO Technologies Inc. Na s da q:FARO $32.73 $555 $475 12.0x 13.1x 10.2x 14.7% 13.8% 16.1% 3.2% 10.6% -8.9% 28.5% Ellie Mae, Inc. NYSE:ELLI $23.13 $594 $503 22.8x 17.0x 13.4x 24.4% 29.6% 30.1% 80.0% 24.4% 497.1% 26.7% SPS Commerce, Inc. Na s da q:SPSC $37.23 $547 $477 79.8x 55.0x 37.8x 8.5% 11.3% 13.0% 32.0% 27.0% 63.3% 45.6% Tangoe, Inc. Na s da q:TNGO $14.84 $562 $535 50.2x 24.3x 17.1x 7.6% 14.4% 16.4% 45.8% 24.7% 78.0% 42.0% The Active Network, Inc. NYSE:ACTV $5.52 $334 $259 27.5x 5.8x 5.1x 2.3% 10.6% 10.7% 24.6% 13.0% 17.2% 13.9% PDF Solutions Inc. Na s da q:PDFS $13.84 $403 $352 19.7x 13.3x 8.8x 21.5% 29.8% 38.0% 33.0% 18.4% 156.3% 51.1% Guidance Software, Inc. Na s da q:GUID $12.85 $323 $293 39.5x 21.5x 15.6x 6.0% 10.5% 12.7% 24.8% 13.1% NA 37.7% Average 33.7x 18.8x 14.0x 13.1% 19.4% 21.4% 46.7% 16.4% 141.0% 29.3% Overall Average 20.1x 12.2x 9.7x 8.4% 11.8% 12.8% 25.5% 9.6% 75.9% 17.0% (1) Pivot Technology Solutions Inc. - Post-RTO $1.00 $147 $257 7.0x 6.2x 4.7x 2.8% 2.8% 3.6% 15.1% 2.0% 13.9% 31.0% (2) Pivot Technology Solutions Inc. - Post-RTO & Royalty $1.00 $80 $163 4.4x 3.9x 3.8x 2.8% 2.8% 2.9% 15.1% 2.0% 13.9% 4.1% Source: S&P Capital IQ, Bloomberg 1 Post-RTO financing of C$10 mm. Assumes C$36.2 mm of convertible debentures exchanged into series A preferred shares. 2 Assumes a royalty financing of C$75 mm, C$36.2 mm of convertible debentures exchanged into series A preferred shares, and a 1% revenue royalty. Note: Revenue growth shown for Pivot is organic revenue growth, without acquisitions. Pivot| A Leading Multi Vendor IT Solutions Provider 25
  • 26. Contact Information Greg Gallagher>> Chief Executive Officer Warren Barnes >> Chief Financial Officer • 720 465 9675 • 714 861 2296 • greg.gallagher@pivotac.com • warren.barnes@pivotac.com Pivot| A Leading Multi Vendor IT Solutions Provider 26