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Corporate Overview
July 2010
Contents


I.         Overview of Arma Partners


II.        Senior team members


III.       Selected case studies



Eur...
I. Overview of Arma Partners




                               3
About Arma Partners
    Arma Partners is a specialist Technology, Media and Telecoms (TMT) corporate finance advisory firm...
Meeting our clients’ requirements

    Requirements                                          Arma Partners’ Fit


        ...
Arma’s sector focus

      Deep in-house knowledge and understanding of Technology, Media and Telecom markets worldwide

 ...
Selected announced transactions

                      Jun 10                          Jun 10                            J...
Selected announced transactions (cont’d)

                       Mar 09                         Jan 09                    ...
Selected announced transactions (cont’d)

                      Jan 08                        Dec 07                      ...
Selected announced transactions (cont’d)

                       Apr 05                           Dec 04                  ...
Established long-term ‘trusted advisor’ relationships

                                 Apr 08                         Dec...
II. Senior team members




                          12
Senior team members
     Paul-Noël Guély
     Founding Partner of the firm. Previously was a senior Technology banker with...
Senior team members (cont’d)
     Eric Lawson-Smith
     Joined Arma Partners in 2009. Most recently, Managing Director an...
Senior team members (cont’d)
     David Sola
     Joined Arma Partners in September 2007. Previously, spent 7 years buildi...
Senior team members (cont’d)
     Matthew Gehl
     Joined Arma Partners in September 2006. Previously, was the senior equ...
III. Selected case studies




                             17
Case study: Acturis – growth equity investment from
Summit Partners
              Transaction highlights                  ...
Case study: PriceMinister acquired by Rakuten

             Transaction highlights                                        ...
Case study: Strato acquired by Deutsche Telekom

            Transaction highlights                                       ...
Case study: Software AG acquires IDS Scheer

             Transaction highlights                                          ...
Case study: freenet’s DSL Internet access
business acquired by United Internet
            Transaction highlights         ...
Case study: F-Secure acquires Steek

            Transaction highlights                                                   ...
Case study: Micro Focus acquires Borland

             Transaction highlights                                             ...
Case study: Micro Focus acquires Compuware’s
Testing / ASQ business
             Transaction highlights                   ...
Case study: Snell & Wilcox acquired by LDC

            Transaction highlights                                            ...
Case study: Danet Group acquired by Devoteam

             Transaction highlights                                         ...
Case study: Wayfinder Systems acquired by Vodafone

            Transaction highlights                                    ...
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
Arma Partners Corporate Overview July 2010
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Arma Partners Corporate Overview July 2010

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Transcript of "Arma Partners Corporate Overview July 2010"

  1. 1. Corporate Overview July 2010
  2. 2. Contents I. Overview of Arma Partners II. Senior team members III. Selected case studies Europe Americas Arma Partners LLP Arma Partners LLC 16 Berkeley Street Four Palo Alto Square, Suite 100 London W1J 8DZ 3000 El Camino Real United Kingdom Palo Alto, CA 94306 United States Tel: +44 (0) 207 290 8100 Tel: +1 650 328 8207 http://www.armapartners.com Arma Partners LLP is authorised and regulated by the Financial Services Authority (FSA) US Arma Partners LP is regulated by the Financial Industry Regulatory Authority (FINRA) and is a member of the Securities Investor Protection Corporation (SIPC) 2
  3. 3. I. Overview of Arma Partners 3
  4. 4. About Arma Partners Arma Partners is a specialist Technology, Media and Telecoms (TMT) corporate finance advisory firm founded in March 2003 Arma is committed to serving TMT companies with experienced bankers who have deep sector knowledge and significant transaction execution expertise Mergers & Acquisitions Board Advisory Capital Markets Advisory Core expertise in providing mergers Provide advice to executive Help companies assess the and acquisitions advice to our management and Board members appropriateness of an IPO and clients, including both buy side and on issues relating to shareholder assist clients throughout the sell side services with an unbiased value and corporate performance lifecycle of the IPO process and objective approach Advise Boards on fairness of terms (positioning through pricing) Assist our clients in achieving their of transactions from a financial Provide an unbiased view based on strategic objectives and maximising point of view and ensure that our extensive experience of US shareholder value Boards are giving, or receiving, fair and European stock exchanges Leverage our network of industry value Leverage our network of relationships, wealth of transaction Analyse the valuation and structure relationships to assist private expertise and understanding of the of a transaction, the form and companies obtain the growth TMT landscape to help our clients timing of consideration and the capital they require achieve optimal results financial implications Services Provided Services Provided Services Provided Public and private acquisitions Transaction structuring IPO advice Public and private mergers Strategic options assessment Private placements Divestitures Fairness opinions Recapitalisations Management buyouts Capital markets advice 4
  5. 5. Meeting our clients’ requirements Requirements Arma Partners’ Fit Considerable execution experience from “bulge bracket” and “boutique” firms Transaction expertise Announced transactions span three continents and fifteen countries Deep understanding of relevant Technology, Media and Telecom markets and Industry insight sectors Ability to optimally position our clients’ businesses to maximise shareholder value Access to key industry Strong relationships with aggregators, emerging companies and investors worldwide participants Ongoing dialogue to understand their strategic and financial objectives Ability to Led some of the highest value exits in the TMT sector maximise value Proven ability to achieve exceptional strategic value Analysis of Unbiased and independent advice on selecting the best strategic alternative available options High level of experience with potential bidders in deal situations Senior-level involvement from conception to closing Commitment of team Exceptional level of client satisfaction and ‘referenceability’ 5
  6. 6. Arma’s sector focus Deep in-house knowledge and understanding of Technology, Media and Telecom markets worldwide Extensive transaction experience and understanding of value drivers across sectors and geographies Ongoing dialogue and extensive ‘C-level’ relationships with key industry participants including emerging companies, aggregators and financial investors Ongoing commitment to publish proprietary research on relevant sectors (e.g. thought-pieces, sector reports, white papers etc.) Examples of thought-pieces Regular publications Enterprise Software Financial Technology Security Software Open Source Financial Technology Report White Papers Software-as- a-Service Cloud Computing Web 2.0 IMS / SIP Creative Digital Home Internet & Web 2.0 Location-based services Gaming / Gambling Destruction Enterprise Mobility Telecom Mobile Technology IT services Semiconductors Published every two months. The report covers valuation metrics, M&A / private equity activity and provides market commentary as well as a spotlight on a chosen subsector 6
  7. 7. Selected announced transactions Jun 10 Jun 10 Jun 10 Nov 09 Sep 09 Undisclosed c.$260,000,000 $75,000,000 $409,000,000 $25,000,000,000 (pending) (pending) (withdrawn) growth equity investment by has been acquired by has acquired has been acquired by Acquisition of a stake by Exclusive financial advisor Lead financial advisor to Lead financial advisor to Exclusive financial advisor to Financial advisor to to Acturis Ltd PriceMinister Deltek Inc freenet AG MTN Financial Software Digital Media Enterprise Software Internet services Telecom Jul 09 Jul 09 May 09 May 09 May 09 $680,000,000 $42,000,000 $172,000,000 $113,000,000 $80,000,000 (DSL division) has acquired the Application has acquired has acquired has been acquired by has acquired Testing / ASQ business of Exclusive financial advisor Exclusive financial advisor to Exclusive financial advisor to Exclusive financial advisor to Exclusive financial advisor to to Software AG F-Secure Corporation freenet AG Micro Focus Int’l plc Micro Focus Int’l plc Enterprise Software Security Software Internet services Enterprise Software Enterprise Software 7
  8. 8. Selected announced transactions (cont’d) Mar 09 Jan 09 Dec 08 Dec 08 Sep 08 $100,000,000 Undisclosed $30,000,000 Undisclosed $50,000,000 has been acquired by has been acquired by has been acquired by has acquired has been acquired by & subsequently merged with Exclusive financial advisor Exclusive financial advisor Exclusive financial advisor to Exclusive financial advisor to Financial and Rule 3 advisor to to Snell & Wilcox Group to Danet Group Wayfinder Systems AB Micro Focus Int’l plc SPI Lasers plc Digital Media IT Services Mobility Software Enterprise Software Optics Aug 08 Jun 08 Apr 08 Apr 08 Feb 08 $108,000,000 $73,000,000 $2,550,000,000 Undisclosed has been acquired by evaluated a potential has acquired has acquired has been acquired by acquisition of Exclusive financial advisor Lead financial advisor to Exclusive financial advisor Exclusive financial advisor to Financial advisor to to Micro Focus freenet AG to Cape Clear Software Anite plc Software AG International plc Inc. IT services Enterprise software Enterprise Software Mobile services Enterprise Software 8
  9. 9. Selected announced transactions (cont’d) Jan 08 Dec 07 Apr 07 Apr 07 Jan 07 Undisclosed $110,000,000 $124,000,000 $546,000,000 $39,000,000 has acquired the German B2C has acquired has been acquired by has acquired has acquired broadband and narrowband customer contracts of Exclusive financial advisor Exclusive financial advisor Exclusive financial advisor Exclusive financial advisor Exclusive financial advisor to Odyssey Financial to GloNav, Inc. to royalblue group plc to Software AG to freenet.de AG Technologies, S.A. Financial Software Semiconductors Financial Software Enterprise Software Internet Services Jan 07 Nov 06 Jun 06 Jan 06 Jun 05 $75,000,000 $124,000,000 Undisclosed $106,000,000 $55,000,000 a business unit of IGE I recapitalisation with equity has been acquired by has been acquired by has been acquired by investment by has been acquired by Exclusive financial advisor Exclusive financial advisor Exclusive financial advisor to Exclusive financial advisor Exclusive financial advisor to NordNav Technologies to Kreatel Inca Digital Printers Ltd to Elektrobit Group plc to IGEFI S.à.r.l AB Communications AB Semiconductors Telecom Software Financial Software IPTV Technology Printing Technology 9
  10. 10. Selected announced transactions (cont’d) Apr 05 Dec 04 Dec 04 Nov 04 Oct 04 Undisclosed $94,000,000 Undisclosed $52,000,000 $112,000,000 has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by Exclusive financial advisor to Exclusive financial advisor to Exclusive financial advisor to Exclusive financial advisor to Exclusive financial advisor to Ubitrade SA Mosaic Software Holdings Ltd Dione Plc Cirpack S.A.S S.E.S.A AG Telecom Software IT Services Financial Software Financial Software Payment Technology 04-05 Jan 04 Dec 03 Nov 03 $45,000,000 (agg.) $44,000,000 Undisclosed $210,000,000 European Anite Group’s disposal of: Technology Deal of the to Year 2003 and other investors to Financière has been acquired by have acquired has been acquired by RDM to Exclusive financial advisor Exclusive financial advisor Exclusive financial advisor Exclusive financial advisor to Anite Group Plc to NXN Software AG to Apax Partners to SUSE Linux AG Software & Services Digital Media Financial Software Open Source 10
  11. 11. Established long-term ‘trusted advisor’ relationships Apr 08 Dec 08 May 09 May 09 $73,000,000 Undisclosed $113,000,000 $80,000,000 Having completed a successful turnaround of the business, the new management team brought in Arma to help identify and action suitable opportunities in line with the acquisition has acquired the Application has acquired has acquired has acquired Testing / ASQ business of strategy outlined in 2006 Arma Partners worked seamlessly with Micro Focus’s Exclusive financial advisor Exclusive financial advisor to Exclusive financial advisor to Exclusive financial advisor to internal team and successfully completed 4 transactions to Micro Focus International plc Micro Focus Int’l plc Micro Focus Int’l plc Micro Focus Int’l plc over the last 12 months including 3 deals involving NASDAQ-listed public companies Enterprise Software Enterprise Software Enterprise Software Enterprise Software Apr 07 Jun 08 Jul 09 Arma Partners has a long-standing relationship with $546,000,000 $680,000,000 Software AG and has contributed positively to the company’s ongoing strategic target search exercise Senior-level has acquired evaluated a potential acquisition of has acquired webMethods represented Software AG’s first attention transformational acquisition creating a global SOA leader Exclusive financial advisor Financial advisor Exclusive financial advisor The acquisition of IDS Scheer creates a global enterprise to Software AG to Software AG to Software AG software vendor with more than 6,000 employees and over €1 billion in sales Enterprise Software Enterprise Software Enterprise Software Jan 07 Apr 08 May 09 Nov 09 freenet are currently transforming their business to position $39,000,000 $2,550,000,000 $172,000,000 $409,000,000 themselves as the leading telecoms player in Germany has acquired the German Arma worked closely with the CEO and CFO over a three (DSL division) B2C broadband and narrowband customer has acquired has been acquired by has been acquired by year period developing the company’s M&A strategy contracts of Arma was retained as lead financial advisor on the landmark Exclusive financial advisor Lead financial advisor to Exclusive financial advisor to Exclusive financial advisor to $2.6bn transformational acquisition of debitel and was to freenet.de AG freenet AG freenet AG freenet AG recently mandated to run a public auction process for the sale of freenet’s Strato web hosting business Internet Services Mobile services Internet services Internet services Aug 04 Feb 05 Apr 05 Aug 08 Arma has had a relationship with Anite for over 5 years and $45,000,000(agg.) $45,000,000 (agg.) $45,000,000 (agg.) $108,000,000 Anite Group’s disposal of: Anite Group’s disposal of: Anite Group’s disposal of: has helped transform the group, through divestments and acquisitions, from a multi-divisional IT conglomerate into a software company focused on the wireless and travel has been acquired by to to verticals to Financière RDM Arma’s in-depth understanding of the Technology industry, Exclusive financial advisor Exclusive financial advisor Exclusive financial advisor Financial advisor to Anite plc ability to give independent advice, strong execution to Anite Group Plc to Anite Group Plc to Anite Group Plc capabilities and stability of the core team have enabled Arma to become Anite’s trusted advisor Software & Services Software & Services Software & Services IT services 11
  12. 12. II. Senior team members 12
  13. 13. Senior team members Paul-Noël Guély Founding Partner of the firm. Previously was a senior Technology banker with Goldman Sachs, responsible for some of the firm’s largest European clients, headed up Lehman Brothers' European Technology Group, and worked in M&A for Morgan Grenfell & Co. (now Deutsche Bank). Paul has for 20 years executed M&A and capital-raising transactions for established companies such as SAP, Software AG and STM, as well as emerging leaders, several of which he has taken public (LSE listing of Autonomy, NASDAQ listing of Baltimore Technologies, Frankfurt IPO of Software AG, Paris IPO of InfoVista, etc.) John Meehan Founding member of Arma Partners and promoted to Partner in 2007. Previous experience includes seven years working in the investment banking divisions of Goldman Sachs, Lehman Brothers and BZW in London, New York and Paris with a particular focus on the technology sector. With Arma John focuses in particular on the Financial Technology sector, and heads the firm’s activities in this area. John is a graduate of University College Dublin (Ireland) where he received a BComm International. He also holds the Diplôme d’HEC (France) James Schroder Joined Arma Partners in September 2008. Previously was a senior Technology banker with Lehman Brothers and Montgomery & Co. with over 15 years of investment banking and professional experience in Silicon Valley, New York and London. Successfully led transactions for leading technology companies in the US, Europe and Asia representing about $30 billion in M&A and $3 billion in public and private financing, including the sale of Sorenson Communications to GTCR, the $1 billion LBO of Aspect Software and the $1 billion acquisition of Content Technologies by Baltimore Technologies. Earlier in his career he was a Strategy Consultant and served as a Nuclear Submarine Officer on board a fast attack nuclear submarine Tom Wells Joined Arma Partners in 2009. Previously with Merrill Lynch, where he was a Managing Director and Head of Telecom Investment Banking for Europe, the Middle East & Africa, based in London. Prior to that Tom was a Managing Director in the European Telecom Investment Banking team at Citigroup. Before Merrill Lynch and Citigroup, Tom was Head of Corporate Finance for British Telecom. During his 15 years working within the telecom sector Tom has advised many of the leading operators on over $150 billion worth of transactions, including BT, O2, Cable & Wireless, BSkyB, Deutsche Telekom, TDC, TeliaSonera, Belgacom, KPN, Telekom Austria, Portugal Telecom, MTN, Bharti Airtel, China Mobile and MegaFon. Tom began his career with Coopers & Lybrand, where he qualified as a Chartered Accountant and a Chartered Financial Analyst 13
  14. 14. Senior team members (cont’d) Eric Lawson-Smith Joined Arma Partners in 2009. Most recently, Managing Director and Head of European Digital Media at Jefferies. Previously one of the founding partners and a Managing Director of LongAcre Partners for 7 years where he was responsible for a number of high- profile digital media transactions including the sales of Friends Reunited, uSwitch and Datamonitor and the acquisitions of Emap by Guardian Media Group / Apax and VNU Business Media Europe by 3i. Eric has also led recapitalisations and refinancings for a large number of Europe’s most successful digital media companies, including Seatwave, Moneybookers, DailyMotion and The Mill. Prior to LongAcre, Eric was a Principal at Broadview and Vice President at JP Morgan. Eric began his career with Prudential Investment Corporation in New York, completing investments for that group in a number of media properties Adam de Courcy Ling Joined the firm in November 2003. Previously head of Credit Suisse First Boston’s European technology M&A practice from 2000 to 2003. Advised Sema in its $5.5 billion sale to Schlumberger and Freeserve in its $2.2 billion sale to Wanadoo. Spent 12 years as a mergers and acquisitions banker at CSFB, becoming a managing director in 1998. Prior to 2000, led the bank’s M&A advisory practice in Germany, advising clients such as Chrysler (on its $38 billion merger with Daimler-Benz), Thyssen (on its $3 billion merger with Hoesch-Krupp) and Deutsche Post. Also spent 10 months in 2003 working for the UK government on the $8 billion financial restructuring of British Energy Steve Smith Joined Arma Partners in August 2006. Steve has over 30 years of experience in Silicon Valley and is one of the best known senior M&A bankers to technology companies in the region. Previously, Steve spent 14 years at Broadview, where he was Vice Chairman, served on the management committee and led the Silicon Valley M&A advisory team as well as the global practice group in the infrastructure sectors of the IT market. Earlier in his career, Steve held senior roles at McKinsey, Fairchild, and Amdahl and was CEO of Reference Technology. Since Broadview, Steve has been a Managing Director with The Interim CEO Network and has recruited numerous CEOs to technology companies 14
  15. 15. Senior team members (cont’d) David Sola Joined Arma Partners in September 2007. Previously, spent 7 years building, managing and realising the Softbank Europe Ventures portfolio of early-stage technology companies, including Picsel Technologies, Consul Risk Management and Volantis Systems. Prior to Softbank, he was Co-Head of Mergers & Acquisitions, Europe at UBS Investment Bank, where he grew the M&A team from 20 to 70 bankers and over 9 years was the lead M&A banker on over $55 billion of completed transactions, including PCCW’s $38 billion acquisition of Hong Kong Telecom, Assicurazioni Generali’s $12 billion acquisition of INA, and Dow Chemical’s $600 million acquisition of Sentrachem. Earlier in his career he worked in First Boston’s M&A Group in New York, and with the law firm Wachtell, Lipton, Rosen & Katz Rex Golding Joined Arma Partners in 2009. Previously, spent over 7 years as Managing Director of Mobius Venture Capital, investing in software, security and Web-based companies and achieving a number of successful M&A exits. Prior to Mobius, Rex was Co-Head of the Technology Banking Group at Morgan Stanley, where he oversaw over $20 billion of IPOs and other public financings, advised on over $150 billion of M&A transactions and personally led a number of high-profile transactions for Amazon.com, Microsoft, Netscape, Oracle, Verisign, and many other premier technology companies globally. Before Morgan Stanley, Rex was a technology entrepreneur at the 3DO Company and OnLive! Technologies. Earlier in his career Rex was an investment banker at Volpe, Welty & Co., E.F. Hutton & Co., and Salomon Brothers Inc. Markus Salolainen Joined Arma Partners in April 2009. Previously was a Managing Director at Straumur, the Nordic bank, from 2007 to 2009 where he originated and closed LBO transactions, secondary private equity deals and M&A transactions, with a strong focus on Technology and Telecoms. From 2000 to 2007, Markus was a General Partner at Nokia Growth Partners and a Principal at BlueRun Ventures. Growth stage investment activity at Nokia Growth Partners leveraged the fund’s close relationship with the Nokia organisation. Select investments included Bitboys (acquired by ATI), Heptagon, Coding Technologies (acquired by Dolby) and Sasken (IPO in India). Early-stage VC investment activity at BlueRun Ventures involved new investments and in-house M&A advisory. Select investments included Enpocket (acquired by Nokia), Wavemarket, Frontier Silicon and Cerebra (acquired by webMethods) 15
  16. 16. Senior team members (cont’d) Matthew Gehl Joined Arma Partners in September 2006. Previously, was the senior equity research analyst for the European semiconductor and semiconductor equipment sector at Goldman Sachs in London. Spent a total of 7 years with Goldman Sachs, including 2 years in New York and 2 years in Frankfurt, before moving to London. He was a ranked analyst in the Greenwich Associates investor poll for the European Semiconductor sector. Matt received a BBA with distinction from the University of Wisconsin with a double major in Finance and Accounting and a minor in International Business. Matt speaks German Keith Robinson Joined Arma Partners in August 2004. Previous experience includes strategic consulting in the Market & Business Strategy practice of Gartner, technology consulting with Scient Corporation in New York and Tokyo, and investment banking with JPMorgan. Keith’s current focus areas include Enterprise Software, Mobile Value-added Services, and Internet / eCommerce. Keith received a B.S. in Economics with concentrations in Finance and Entrepreneurial Management from the Wharton School at the University of Pennsylvania and an MBA from INSEAD Stewart Hindley Joined Arma Partners in 2010. Previously, was a Vice President at Montgomery & Co., where he focused on M&A advisory services for technology companies. He has nine years of investment banking experience and has led numerous successful transactions to both strategic and financial buyers across the technology and Internet sectors. Stewart holds a BS in Management Science from UC San Diego (summa cum laude). He is a dual citizen of the U.S.A. and Australia 16
  17. 17. III. Selected case studies 17
  18. 18. Case study: Acturis – growth equity investment from Summit Partners Transaction highlights Acquirer profile Target profile Consideration: Undisclosed Summit Partners is a private equity and Founded in 2000 and based in London, venture capital firm with offices in Boston, Acturis provides technology solutions to Offer: Undisclosed London and Palo Alto general insurance brokers, underwriters and affinity networks Key metrics (YE Sept 09): Revenue: £14.1m; Formed in 1984, the firm has raised nearly Operating Profit: £5.1m $11 billion in capital in its private equity, The Acturis Platform automates insurance venture capital, and subordinated debt funds administration and enables multi-channel Engagement type: Private sell-side (growth equity implementations as well as electronic trading investment) Summit has provided financing to more than of insurance products 300 companies, which have completed more Sector: Financial technology than 125 public offerings, and in excess of Acturis’s platform is used by more than 7,000 125 strategic mergers or sales users across 300 sites and processes more Arma role: Exclusive financial advisor to Acturis Ltd. than £2bn of Gross Written Premium annually The investment will position the company for the next stage in its growth, help execute its European June 21, 2010 expansion strategy and continue the company’s focus on delivering best-in-class technology Deal rationale The transaction is part of Summit Partners' strategy to invest in growing, profitable software Undisclosed companies with a strong market position. Summit Partners have a strong history of investing in the financial services technology sector, including investments in Flow Traders, IGEFI Group, Fleetcor and Fortegra Financial The transaction will allow existing shareholders to partially exit the business while retaining a majority stake Scott Collins (Managing Director) and Han Sikkens (Principal) of Summit Partners, will join the Acturis Board of Directors growth equity investment by Arma Partners was engaged by Acturis shareholders to evaluate the company's strategic options Contribution / impact Arma Partners worked closely with the shareholders to define a list of investment criteria and agree on the optimal transaction structure to maximise value using both debt and equity financings The highly focused approach, emphasising both the tangible and non-tangible aspects of the Arma Partners acted as exclusive financial transaction, enabled shareholders to evaluate their alternatives in a very short time frame advisor to Acturis Ltd. All of the key points of the transaction were negotiated up-front in a detailed term sheet, whilst there was still competitive tension A short period of exclusivity was granted to Summit Partners to complete due diligence, arrange bank financing and negotiate all deal documents 18
  19. 19. Case study: PriceMinister acquired by Rakuten Transaction highlights Acquirer profile Target profile Consideration: c. €200 million In Japan, Rakuten has approximately 64 Founded in 2000, PriceMinister is the largest million registered members and sales in 2009 e-Commerce site in France by audience Offer: Cash totalled US$3.2 billion In addition to France, PriceMinister has established its marketplace business in Spain Key metrics: c.5x historical revenue and 28x EBIT Its core business “Rakuten Ichiba” is Japan’s and the United Kingdom largest Internet shopping mall and offers more Engagement type: Private sell-side than 58 million products from over 33,000 It has become the European leader in merchants, some of whom have turnover of guaranteed buying and selling on the Internet Sector: eCommerce more than US$1 million per month It consists of five business lines: Guaranteed Buying and Selling (marketplace), Automobile Arma role: Financial advisor to PriceMinister S.A. It is engaged in other Internet businesses (classifieds), Travel (price comparison), Real such as a travel agency and financial services estate (classifieds) and E-mail Marketing June 17, 2010 This acquisition is a significant step toward Rakuten’s objective to create a global shopping platform. Further, the transaction will also develop its global network of e-commerce businesses by leveraging Deal rationale its presence in Asia, the US and Europe c. €200,000,000 With Rakuten’s deep knowledge of how to build long term relationships with merchants and consumers and B2B2C marketplace business model, PriceMinister can grow even faster by combining both respective strengths Post completion, PriceMinister management team will continue to work with the company to continue to develop the platform in France and across Europe and its subsidiaries have been acquired by PriceMinister had received inbound expressions of interest due to its unique position in the Contribution / impact European B2B2C marketplaces landscape Arma combined these approaches with focused enquiries of a small handful of other relevant players to create a highly targeted and discreet sale process Arma also worked with management to articulate PriceMinister’s European growth strategy Arma Partners acted as financial advisor to PriceMinister S.A. Once Rakuten had been identified as the strongest buyer, Arma, together with the management team, was able to drive this successful process to completion within a compact timeframe The transaction valuation provides a highly attractive return for the shareholders and financial investors, and Rakuten can take advantage of synergy opportunities as it leverages its B2B2C expertise within PriceMinister’s European platform 19
  20. 20. Case study: Strato acquired by Deutsche Telekom Transaction highlights Acquirer profile Target profile Consideration: $409 million With presence in 50 countries worldwide and Headquartered in Berlin, Germany, Strato AG a market capitalisation of over €42 billion, provides subscription-based, on-demand Offer: Cash Deutsche Telekom is one the world’s leading managed software, supplied around a shared telecommunications and information or dedicated hosted domain and web space Key metrics: 3.05x LTM revenue technology companies offering The company increasingly adds SaaS Engagement type: Private sell-side Deutsche Telekom provides network access, offerings for business users, such as communications services and value-added homepage builder, fully-equipped eShops and Sector: Webhosting services via fixed and mobile networks online storage and back-up Arma role: Exclusive financial advisor to freenet AG Measured by 1.4m subscription contracts and over 4m hosted domains, Strato is the number 2 web hoster in Europe The transaction makes Deutsche Telekom number two for webhosting products in Germany November 19, 2009 Strato enlarges Deutsche Telekom’s existing webhosting platform, providing the combined business Deal rationale with attractive opportunities for further growth domestically and in the rest of Europe and expands $409,000,000 Deutsche Telekom’s value-added services offers to residential and SME customers Strato will make a positive contribution to net income and free cash flow to Deutsche Telekom The disposal of Strato marks the continuation of freenet’s strategy to concentrate on mobile and mobile Internet, which freenet embarked on after acquiring debitel in July 2008 has been acquired by Arma Partners has a longstanding relationship with freenet, having been retained as lead financial advisor on four assignments, including the transformational €1.6bn acquisition of debitel in 2008 Contribution / impact Arma structured a two stage auction process for Strato, with Stage 1 focusing on educating potential acquirers about the value and potential of Strato’s unusual, software-centric, managed webhosting business model Arma Partners acted as exclusive financial Arma proactively contacted buyers on a global basis as well as evaluated inbound expressions of advisor to freenet AG interest. A rigorous selection process was used so as to maintain a manageable process in an environment of extremely strong buyer interest The process was constructed to meet the detailed requirements both of strategic and of financial buyers, including the needs of financing providers Through a carefully executed process, Arma managed to maximise the exit value for freenet AG 20
  21. 21. Case study: Software AG acquires IDS Scheer Transaction highlights Acquirer profile Target profile Consideration: $680 million Software AG (XTRA: SOW) is the world’s IDS Scheer (XTRA: IDS) is the worldwide largest independent provider of Business market leader in business process analysis Offer: All cash, €15 per share (40% premium to Infrastructure Software and optimisation solutions previous close) Product portfolio includes solutions for high Offers software solutions in Business Process performance data management, applications Analysis and Enterprise Architecture Key metrics: 1.0x historic revenue modernisation, service-oriented architecture Technology enablement and business processes Formidable business process and SAP Engagement type: Public buy-side improvement implementation professional services capability Software AG is headquartered in Darmstadt IDS Scheer is headquartered in Saarbrucken Sector: Enterprise Software / IT Services (Germany) with over 3,600 employees serving (Germany) with 2,800 employees serving 4,000 customers in 70 countries 7,500 customers in 70 countries Arma role: Exclusive financial advisor to Software AG The transaction will create a global player in infrastructure software and business process solutions July 13, 2009 with more than 6,400 employees and in excess of €1 billion in revenue Deal rationale Software AG’s strengths - technology leadership in middleware software, financial strength and a $680,000,000 global presence - will complement IDS Scheer’s strengths - the modeling, implementation and controlling of business processes , a strong partner network and a large service presence in their 7,500 strong customer base The joint company strategy is focused on growth driven by the combined product offering, enhanced market access and the leverage provided by the specialist expertise of IDS Scheer's consulting business to deliver the combined entity’s software solutions has been acquired by Arma Partners, working in close concert with the Software AG management team, leveraged its sector knowledge to proactively identify suitable acquisition opportunities for the company Contribution / impact Developed an acquisition strategy which enabled Software AG to secure the support of the two co- founders and largest shareholders (professor Scheer and professor Pocsay) thereby achieving the highest possible ownership level in IDS Scheer ahead of announcing the public tender offer Arma Partners acted as exclusive financial Worked closely with Software AG’s team to conduct due diligence on the target, execute an offer advisor to Software AG strategy and agree the terms of sale Arma Partners developed a negotiation and communication strategy for Software AG’s Board to drive relevant major shareholders to accept the offer 21
  22. 22. Case study: freenet’s DSL Internet access business acquired by United Internet Transaction highlights Acquirer profile Target profile Consideration: $172 million United Internet is a leading German Internet With 1.2 million subscribers, freenet’s DSL Service Provider with global operations, business is the 5th largest broadband Internet Offer: Cash and shares delivering value-added Internet services, Service Provider in Germany comprising DSL and narrowband Internet Key metrics: 0.42x LTM revenue access, webhosting and information freenet’s DSL business already offers not only management, to SoHos, SMBs and retail regional but also nationwide Unbundled Local Engagement type: Private sell-side customers Loop services, based on regulated IP- Bitstream access to Deutsche Telekom’s Sector: Internet access In addition to Internet services, United Internet access infrastructure provides a wide range of marketing and sales Arma role: Exclusive financial advisor to freenet AG solutions freenet’s DSL access business was subscale in a consolidating DSL access market, characterised May 26, 2009 by slowing growth and tough competitiion Deal rationale United Internet expected to migrate at least c. 700K high-value broadband customers by year end $172,000,000 2009 to its own infrastructure, becoming the number 2 DSL provider in the German market measured by the number of customers United Internet will also enter into a preferred distribution agreement with freenet, which runs until the end of 2014. United Internet will pay an additional premium in shares, valued at announcement at up to c. €49m, depending on the sales success of this distribution agreement (DSL division) The disposal of the DSL access business marks the continuation of freenet’s strategy to concentrate has been acquired by on mobile and mobile Internet, which freenet embarked on having acquired debitel in July 2008 Arma Partners has a longstanding relationship with freenet, having been retained as lead financial advisor on four assignments, including the transformational €1.6bn acquisition of debitel in 2008 Contribution / impact Arma structured a two stage auction process, with Stage 1 focusing on educating potential acquirers about the value and potential of the freenet DSL customer base Based on the expressions of interest received and detailed discussions with preferred bidders, Arma Arma Partners acted as exclusive financial structured transaction terms and perimeter to make the proposed transaction attractive to select advisor to freenet AG bidders and maintain competitive tension Through a carefully executed process, Arma managed to achieve an acceptable transaction for freenet AG in spite of a very difficult macroeconomic environment and a difficult DSL market in Germany 22
  23. 23. Case study: F-Secure acquires Steek Transaction highlights Acquirer profile Target profile Consideration: $42 million With more than 180 Internet Service Provider Steek SA provides software for online storage (ISP) and mobile operator partners globally, and data management solutions to fixed line Offer: All-cash including up to $3.5m in cash earn-out F-Secure Corporation (HLSE: FSC1V) has and mobile operators enabling consumers to been a pioneer of the ‘Security-as-a-Service’ store, share and manage personal digital Key metrics: c. 6–7x revenue business model in the industry content with PCs and mobile phones Engagement type: Public buy-side F-Secure is the largest and fastest growing Founded in 2002 in Bordeaux, France, Steek European publicly-listed security software services over 2.7 million active users through Sector: Online Storage and Security-as-a-Service company operator customers like SFR (France), Virgin Media (UK), TDC (Denmark), Singtel Arma role: Exclusive financial advisor to F-Secure F-Secure employs over 700 staff across 16 (Singapore) and Terra (Spain) Corporation offices globally Steek employs 50 staff F-Secure has been committed to the ISP business line and has been rapidly expanding its Software- July 13, 2009 as-a-Service business model, having publicly announced its intentions to augment its existing Deal rationale security products with value-added services to end-consumers through the ISP channel $42,000,000 F-Secure already had an existing partnership with Steek for the online back-up product; the acquisition of Steek allows F-Secure to bring this product in-house, continue sustained product investments and innovation as well as acquire some of Steek’s valuable customer relationships Steek’s leadership in online back-up complements F-Secure’s expertise in security products and can create a well-rounded and compelling offering for ISP customers and meaningfully enhance the scale of F-Secure’s ISP business line has acquired Contribution / impact Arma Partners has a long-standing relationship with F-Secure and was retained on this buy-side engagement after consistent positive contributions during strategic target search activities Arma negotiated upfront a detailed term sheet for the acquisition of Steek by F-Secure, upon which F-Secure was granted exclusivity to pursue a transaction on the agreed terms Arma Partners acted as exclusive financial advisor to F-Secure Corporation Arma participated actively in the process from coordinating due diligence to assisting in the negotiation of the deal documentation This deal represents a key landmark in F-Secure’s transition from a security software vendor into a broader value-added Software-as-a-Service provider to global ISPs spanning security and storage 23
  24. 24. Case study: Micro Focus acquires Borland Transaction highlights Acquirer profile Target profile Consideration: $113 million With over 15,000 customers and one million Founded in 1983, Borland Software Corp licensed users, Micro Focus International plc (NASDAQ: BORL) (“Borland”) is a vendor of Offer: All-cash, $1.50 per share (88% premium) (LSE: MCRO) (“Micro Focus”), a UK-based Application Lifecycle Management (“ALM”) company, provides innovative software that solutions Key metrics: 0.5x historic revenue, 1.0x historic helps companies to improve the business Borland’s solutions address the full range of maintenance revenue value of their enterprise applications ALM processes: Project & Portfolio Management, Requirements Definition & Engagement type: Public buy-side Micro Focus’s Application Modernisation Management, Application Testing / Automated solutions are employed by more than 70 of Software Quality, Model Driven Development Sector: Enterprise software the Fortune Global 100 companies and Software Change Management Arma role: Exclusive financial advisor to Micro Focus Micro Focus employs approximately 750 staff Borland employs approximately 760 staff International plc As part of Micro Focus’s strategy to acquire into logical adjacent markets, the c. US$2 billion global May 6, 2008 Application Testing / ASQ market was viewed as particularly attractive Deal rationale $113,000,000 The acquisition of Borland strongly complements Micro Focus’s acquisition of Compuware’s Testing and ASQ Business, which was announced on the same day Together, the acquisitions significantly increase Micro Focus’s addressable market and immediately provide critical mass in this growing market segment Market conditions make this a particularly attractive time for Micro Focus to expand its worldwide sales channels, blue chip customer base and product suite at reasonable valuation levels has acquired Arma Partners has a long-standing relationship with Micro Focus and has advised on two of their previous transactions and worked on the Borland transaction since discussions commenced in 2007 Contribution / impact Arma Partners played a critical role in orchestrating and efficiently managing the process simultaneously with the Compuware transaction to ensure synchronised announcement and maximum market impact Arma Partners acted as exclusive financial Post-announcement, two rival bids emerged, which Arma Partners helped Micro Focus carefully advisor to Micro Focus International plc fend off to eventually secure this strategically important asset at an attractive price (c. 1x maintenance revenue) The Borland and Compuware transactions were well received by the markets and at close of business on the day of announcement Micro Focus’s share price had increased by c. 18%, representing an increase in market value of c. $190m 24
  25. 25. Case study: Micro Focus acquires Compuware’s Testing / ASQ business Transaction highlights Acquirer profile Target profile Consideration: $80 million With over 15,000 customers and one million Compuware’s Testing and Automated licensed users, Micro Focus International plc Software Quality (“ASQ”) Business automates Offer: All-cash (LSE: MCRO) (“Micro Focus”), a UK-based quality processes within the software company, provides innovative software that development function to control, measure and Key metrics: 0.8x historic revenue helps companies to improve the business manage the delivery of results and to ensure value of their enterprise applications process consistency and continuous Engagement type: Public buy-side improvement through sophisticated workflow Micro Focus’s Application Modernisation capabilities Sector: Enterprise software solutions are employed by more than 70 of Compuware considered this business to be the Fortune Global 100 companies non-core to their business strategy going Arma role: Exclusive financial advisor to Micro Focus forward and sought to divest it International plc Micro Focus employs approximately 750 staff As part of Micro Focus’s strategy to acquire into logical adjacent markets, the c. US$2 billion global May 6, 2008 Application Testing / ASQ market was viewed as particularly attractive Deal rationale $80,000,000 These products are highly complementary to Micro Focus’s core solutions as they address a logically adjacent portion of the software development and deployment value chain The acquisition of Compuware’s Testing and ASQ Business also strongly complements Micro Focus’s acquisition of Borland, which was announced on the same day Together, the acquisitions significantly increase Micro Focus’s addressable market and immediately provide critical mass in this growing market segment has acquired the Application Testing / Automated Software Quality business of Arma Partners has a long-standing relationship with Micro Focus, having previously advised on their Contribution / impact successful acquisition of NetManage in May 2008 and Relativity Technologies in December 2008 Arma Partners’ careful and balanced negotiation was critical to secure the transaction at an attractive valuation as a number of counterparties had expressed interest in the asset Arma Partners acted as exclusive financial Arma Partners played a critical role in orchestrating and efficiently managing the process advisor to Micro Focus International plc simultaneously with the Borland transaction to ensure synchronised announcement and maximum market impact The Borland and Compuware transactions were well received by the markets and at close of business on the day of announcement Micro Focus’s share price had increased by c. 18%, representing an increase in market value of c. $190m 25
  26. 26. Case study: Snell & Wilcox acquired by LDC Transaction highlights Acquirer profile Target profile Consideration: $100 million Lloyds TSB Development Capital (“LDC”), the Founded in 1973, Snell & Wilcox Group investment arm of Lloyds Banking Group, is a (“Snell & Wilcox”) is recognised as a leader in Offer: Cash and reinvestment in shares leading private equity company in the UK mid- the design and development of infrastructure market solutions for digital media markets Key metrics: Undisclosed The company designs and builds the world's Since 1981, LDC has completed over 400 most advanced systems for video conversion, Engagement type: Private sell-side investments and has ongoing interests in over infrastructure, and production switching 60 businesses across the UK Sector: Digital Media Its products are used by thousands of LDC invests in a broad range of sectors and customers in the broadcast, postproduction, Arma role: Exclusive financial advisor to Snell & has particular experience in financial services, cable, satellite, and IPTV markets Wilcox Group healthcare, industrials, IT & software, leisure The Company has a blue chip customer base & media, retail and consumer of more than 1,000 active customers Arma Partners acted as exclusive financial advisor to Snell & Wilcox on its sale to Lloyds TSB March 6, 2009 Development Capital and subsequent £72 million merger with Pro-Bel Limited (“Pro-Bel”), an LDC portfolio company Deal rationale $100,000,000 (merged) As part of the transaction, Advent Venture Partners, the majority shareholder in Snell & Wilcox, reinvested in the merged company alongside LDC. Financing for the transaction was provided by The Royal Bank of Scotland and HSBC The merger of Snell & Wilcox and Pro-Bel will create one of the market leaders in the global broadcast equipment sector – a market estimated to be worth over $25 billion. The enlarged has been acquired by business will have a combined turnover of approximately £80 million, employ 450 people and service over 2,000 customers globally Snell & Wilcox had received inbound expressions of interest due to its unique technology and & subsequently merged with Contribution / impact product capabilities Arma Partners was engaged to manage a sell-side process for Snell & Wilcox which involved a number of strategic and financial buyers in both the US and Europe over the length of the process Arma Partners worked closely with the Snell & Wilcox team to clearly articulate the key value drivers Arma Partners acted as exclusive financial for the business and explain its unique market position advisor to Snell & Wilcox Group Arma was able to drive this competitive process to completion, despite the backdrop of a rapidly deteriorating economic environment, highly volatile equity markets and a depressed M&A market The transaction involved the raising of bank financing during one of the most difficult leverage environments that we have ever experienced 26
  27. 27. Case study: Danet Group acquired by Devoteam Transaction highlights Acquirer profile Target profile Consideration: undisclosed Devoteam is a Paris headquartered IT Danet is a leading independent IT consulting consulting group with has 4,250 employees and service company with 400 employees and Offer: All-cash and 2008 turnover in excess of €450m 2008 turnover in excess of €45m Key metrics: Undisclosed Operates in 20 countries across Europe, Leading player in the German market with North Africa and the Middle East European offices in UK and Austria Engagement type: Private sell-side 19 years experience in IT consulting and 25 years experience in IT service Sector: IT Services service management, on-demand services and complex technology applications Arma role: Exclusive financial advisor to Danet Group Serves customers in finance, industrials, the public sector, services, telecoms and media Serves customers in finance, logistics, pubic sector and telecommunications January 19, 2009 Danet had achieved continued success in the domestic telecommunications space , and needed a Deal rationale scale partner to pursue the high value contracts it was in line to bid for and win Undisclosed Devoteam was at the same time looking for a partner with a similar vision and team culture in order to complete the build out of its European technology services footprint Danet’s strong German sales and marketing channels will be a good addition to Devoteam’s worldwide services network, enabling both companies to achieve broader and deeper penetration of the European telecommunications and public sector markets in particular has been acquired by Arma Partners ran a full process, contacting European, Indian and US strategic partners as well as private equity firms Contribution / impact Arma Partners worked intimately with management in order to fully understand the business and carefully accentuate the strengths of the valuation story against the backdrop of an increasingly challenging economic outlook Arma Partners acted as the exclusive Arma Partners ran a strategic valuation defence that resulted in an optimal exit valuation placing financial advisor to Danet Group Danet at a premium of 70% to its trading comparable market value As a result of the transaction, Danet found a strong platform to leverage its expertise across Europe in addition to having the scale to tackle the volume of opportunities within its reach 27
  28. 28. Case study: Wayfinder Systems acquired by Vodafone Transaction highlights Acquirer profile Target profile Consideration: $30 million Vodafone (LSE: VOD) is a major provider of Provider of mapping, navigation and location- voice and data communication services to based services for connected mobile devices Offer: All-cash, SEK 12 per share (253% premium to consumers and enterprise customers globally in Europe and North America previous close) Wayfinder provides content services such as As of 31st December 2008, the Group had 289 digital city guides, traffic information, weather Key metrics: 2.4x LTM service revenue million customers. The company recorded forecast, etc. revenue of £35.5bn in 2008 Engagement type: Public sell-side Wayfinder had developed both an LBS The group has global operations spanning platform and LBS applications Sector: Mobility software Europe, the Middle East, Africa, Asia Pacific, Wayfinder reported revenues of c. €12.2m in the US, and the UK. It is headquartered in 2007 (2006: €3.1m). The company employs c. Arma role: Exclusive financial advisor to Wayfinder Berkshire, UK and employs 72,000 people 105 people Systems AB Vodafone’s new Internet Services Group believes LBS services will generate significant additional December 9, 2008 data ARPU, to offset declining voice ARPU. In addition, LBS-based social networking services will reduce churn among the subscriber base Deal rationale $30,000,000 Vodafone will use Wayfinder to create new proprietary LBS services for global deployment to Vodafone operating companies Wayfinder was Vodafone’s preferred acquisition candidate for its scalable and fully integrated platform and applications Over time applications and services developed in-house will replace third-party solutions has been acquired by Arma Partners was engaged to manage a sell-side process for publicly listed Wayfinder Systems. Contribution / impact There were no information leaks over the five month process Arma Partners helped to successfully maximise shareholder value with an exit value of 2.4x LTM service revenue. During the sale process the NASDAQ index dropped 30% Arma Partners acted as exclusive financial advisor to Wayfinder Systems AB The SEK 12.00 offer price represented a 253% premium over Wayfinder’s closing share price of SEK 3.40 as of 8 December 2008, the last trading day prior to the announcement of the offer. This was the highest premium announced in the European technology sector in 2008 28

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