1. OUR ADDED VALUE & M&A TRENDS IN THE SOFTWARE &
FINANCIAL SERVICES SECTOR
BUY SIDE – FUNDRAISING - SELL SIDE
OCTOBER 2022
2. 2
P R I V A T E & C O N F I D E N T I A L
TABLE OF CONTENT
I. Market trends in the software & financial services sector 03
III. Our Methodology & Expertise 12
IV. About GEREJE Corporate Finance 21
II. M&A trends in the software & financial services sector 08
4. 4
P R I V A T E & C O N F I D E N T I A L
SOFTWARE INDUSTRY IN FRANCE
Resilience of the sector explained by SaaS business models
▪ 45% of the sector's revenue is due to SaaS solutions in 2021
A highly fragmented market with few big players
▪ 10% of actors (revenue > €100m) realize >70% of total revenue in 2021
▪ TOP5 publishers of Truffle 100 contribute to >50% of total sales
Increased demand for cloud, cybersecurity and mobility
solutions
▪ Cybersecurity spending is expected to rise by +12% in 2021 to €150bn
Evolution of the sector’s revenue in France
2018–2021 (in €bn)
Sample of 254 companies
15,3
16,4
17,9
20,6
5
7
9
11
13
15
17
19
21
23
2018 2019 2020 2021
Sources : numeum, EY, Truffle 100, IT social
5. 5
P R I V A T E & C O N F I D E N T I A L
INTERNATIONAL PRESENCE OF FRENCH COMPANIES
EMEA is the most targeted area by French companies
French Software companies mainly target neighboring countries such as Spain,
Germany and the UK
Strong contribution of market leaders (revenue > €100m)
with 67% of sales realized outside France
▪ Smaller companies find it more difficult to internationalize their business
Sources : numeum, EY
Geographic breakdown of revenue in 2020 of
French Software companies
Strong international activity driven by the largest French players (revenues > €100m).
In 2020, 59% of the sector’s revenue is generated abroad
The US: Largest market for French Software companies
after its domestic market
Sample of 254 companies
France
41%
EMEA
29%
Americas
21%
Asia
Pacific
8%
6. 6
P R I V A T E & C O N F I D E N T I A L
The EdTech market in France is now undergoing a consolidation trend
Source: EY Parthenon, GCF Research
Example of consolidation
▪ Kahoot! acquires: Drops, Clever, Motimate to consolidate its position &
growth in specific verticals
▪ 360Learning acquires the UK's leading training company: Looop
▪ Eduform’Action completed 3 acquisitions this summer: SOFIS, l’Ecole des
Métiers de l’Habitat, Projexia
A consolidation trend
▪ 80% of the sector's turnover is represented by 20% of the players
▪ 60% of the companies have no more than 10 employees and a turnover <
K500€
668 725 785
2 500
352
304
273
299
-
500
1 000
1 500
2 000
2 500
3 000
-
50
100
150
200
250
300
350
400
Investissements en M$
Nb total de transactions VC
2018 2019 2020 2021
Evolution of VC investments in EdTech in
Europe (2018-2021)
Investments in $M
Total nb of VC transactions
7. 7
P R I V A T E & C O N F I D E N T I A L
FOCUS ON REGTECHS
Sources : Zion Market Research, Xerfi, EY, Thomson Reuters, GCF Research
Number of deals in regtech worldwide
325
353
444
5
55
105
155
205
255
305
355
405
455
505
2019 2020 2021
A record year for regtechs investment and particularly in
France
▪ +244% global investment in 2021 vs 2020
▪ French regtech companies raised €400m (+100% vs 2020)
Digitalization acceleration and technological advancements
in AI and machine learning will positively impact the
regtech industry
Demand for Regtech is carried by the continuous hardening
of the regulatory framework
8. M&A TRENDS IN THE
SOFTWARE &
FINANCIAL SERVICES
SECTOR
II
9. 9
P R I V A T E & C O N F I D E N T I A L
M&A TRENDS – VALUATION METRICS
Company Size
▪ The largest the company, the higher the multiple with key thresholds
(10M revenue; 50M revenue; 100M revenue…)
Profitability
▪ EBITDA margin compared to peers may be the most important
comparison criteria when the companies’ sizes are similar
Market position
▪ A leading position within a local market improves a valuation multiple,
on the other hand, a mid-tier position will drive a lower valuation.
Within the same sector, valuation multiples vary according to the size, profitability, and market positioning of the
company
France
Europe
Evolution of M&A activity (FR-EU) in the
software sector
63
76
95
82
132
2017 2018 2019 2020 2021
577 609
743
841
1317
2017 2018 2019 2020 2021
10. 10
P R I V A T E & C O N F I D E N T I A L
RECENT TRANSACTIONS IN SOFTWARE 1/2
Date Investor Target Information
Transaction
amount
More
info
Jun.
2022
Ecovadis (FR): Platform for evaluating CSR
performance and responsible purchasing
€500m here
Jun.
2022
Dattak (FR): With the ambition to protect
SMEs against cyber risk
€7m here
Jun.
2022
Strapi (FR): Deploys an open source headless
CMS that has been downloaded 7 million
times and is used by major corporations such
as AT&T, eBay, IBM and Toyota
€31m here
May.
2022
Whoz (FR): Assists companies in their
recruitment process and talent management
€25m here
Feb.
2022
Sharpist (AL): offers online digital coaching
and personalized training solutions for
employees to accelerate the development of
companies and their employees' skills
€23m
here
Source : Mergermarket, Fusacq, GCF Research Click on the logo to access the website
11. 11
P R I V A T E & C O N F I D E N T I A L
RECENT TRANSACTIONS IN SOFTWARE 2/2
Date Investor Target Information
Transaction
amount
More
info
Jul.
2022
Contentsquare (FR): Leader software
company in improving the digital experience
€600m here
May
2021
Shift Technology (FR): Saas company in
cybersecurity for insurance sector
€182m here
May
2021
DL Software (FR): Editor of an ERP solution
Pyxistem (FR): Editor in the health sector
(SESAM-Vitale)
- here
May
2021
Efficy (BE) : Editor of a CRM solution
Perfectview (NL) : Editor of a CRM solution
- here
Mar.
2021
Quadient (FR) : Leader in omnichannel
solutions
Beanworks (CA): Publisher of an account
payable automation solution
€70m here
Source : Mergermarket, Fusacq, GCF Research Click on the logo to access the website
13. 13
P R I V A T E & C O N F I D E N T I A L
OUR EXPERTISE & ADDED VALUE 1/2
We focus on 8 main sector, including the Software & Financial Services industry. We have
a direct access to >1200 companies in this specific sector in Europe, Asia, and
internationally
1. Our Expertise & Experience in the Software & Financial Services sector
Our multicultural teams with our own offices in Europe (Paris, Geneva, Lyon, Nantes,
Vienna, Lisbon), in Asia (Singapore, Kuala Lumpur), and our partners in the Middle East,
Africa and the US
2. Our International presence
Entrepreneurs close to Entrepreneurs = reactivity & adaptability
3. Our “entrepreneurial” culture
Privileged access to > 1400 investors (Cap development funds, VC, debt funds, Family
Offices), with a specific interest in the Software & Financial Services
4. Our Privileged access to Strategic & Financial Investors
14. 14
P R I V A T E & C O N F I D E N T I A L
OUR EXPERTISE & ADDED VALUE 2/2
We prefer to act over the long term as partners alongside business leaders
5. Advisor & Partner
With a total of 78 closings between 2016 & 2021, GEREJE is No. 1 & No. 2 between 2016 &
2021 in the Advisory Fusacq ranking – Corporate banking fundraising rankings in France
6. Our Track-Record
Our expertise in structuring complex operations: Earn-Out, Management Buy-Out, Owner
Buy-Out, Joint Venture…
7. Our Expertise in complex structuring
We work with no conflict of interests and ensure confidentiality & discretion
8. Our independence
15. 15
P R I V A T E & C O N F I D E N T I A L
OUR SECTOR EXPERTISE 1/2
Our long experience in Europe & worldwide gives us a privileged access to thousands of smid & large cap
companies across 8 different industries – listed in our proprietary data base
Luxury,
Fashion &
lifestyle
~400
Companies
Project BAREV
• Leading Art Gallery Group
• Based in Europe
• ~€30m sales
• Cash in needs / JV
01
Food &
Beverage,
Nutrition
~450
Companies
Project HEAVEN
• Luxury fine food heritage brand
• Based in France
• ~50M€ revenues
• Cash in needs
02
Medical
~350
Companies
Project NOW
• Health group
• Based in France
• ~50M€ revenues
• Cash in/Cash out needs
03
Cosmetics &
Fragrances
~450
Brands &
distributors
Project DREAM
• Leading skincare brand in Asia
• Based in Asia
• ~50M€ revenues
• JP/Partnership with European leader
04
# of companies in our database Example of companies we are close to
16. 16
P R I V A T E & C O N F I D E N T I A L
OUR SECTOR EXPERTISE 2/2
Our long experience in Europe & worldwide gives us a privileged access to thousands of smid & large cap
companies across 8 different industries – listed in our proprietary data base
Industry,
Engineering &
Construction
~1,500
Companies
Project LAND
• High-end construction group
• Based in Southeast Asia
• ~35M€ revenues
• Partial sale + Cash in needs
05
Software &
Financial
Services
~800
Companies
Project BAHIA
• Digital insurance solutions platform
• Based in Asia
• ~ 2,5M€ revenues
• Cash in needs
06
Media,
Culture &
Education
~700
Companies
Project BODY
• Leading VOD distributor brand in Asia
• Based in Asia
• ~ 10M€ revenues
• Cash in needs
07
Mobility &
Environment
~300
Companies
Project BIRD
• Innovative B2B solution in Mobility
• Based in France
• ~ 2,5M€ revenues
• Cash in needs
08
# of companies in our database Example of companies we are close to
17. 17
P R I V A T E & C O N F I D E N T I A L
Jean DE MORAS
Senior Advisor at GEREJE Corporate Finance
+ 13 years of experience in M&A advisory
+ 12 years as PE investor at Pléiade Investissement
EXPERIENCE & EXPERTISE
➢ Specific Expertise in the software sector :
▪ 15 deals closed
▪ 50 deals analyzed
▪ Ongoing investor of GENERIX, a listed provider of Saas Software solutions for the Supply Chain and Logistics sector
▪ Former investor in HARVEST, a software editor for wealth management
▪ Former Chairman of the Supervisory & Strategic Board of Divalto for 10 years, a CRM and ERP solutions developer
▪ Sell-side advisor for the divestment of CRM ENEIDE CONSO+ to the listed company COHERIS
➢ 70 deals closed in Small, Mid & Large cap in Europe and in Asia.
OUR EXPERTISE IN THE SOFTWARE SECTOR 1/2
18. 18
P R I V A T E & C O N F I D E N T I A L 18
Fabrice LOMBARDO
Founder & CEO of GEREJE Corporate Finance
Expertise at the international level, in Europe, Asia (especially ASEAN), Middle East & Africa, in
GEREJE’s 8 key sectors
Education:
BBA at Oxford Brookes Université, Grenoble Business School, Executive MBA at ESSEC, SFAF
Certified
Key Points:
● + 12 years in Business Dev. (multinationals) ● Creation of GEREJE: 2008 ● +100 deals closed
OUR EXPERTISE IN THE SOFTWARE SECTOR 2/2
EXPÉRIENCE & EXPERTISE
➢ + 15 ans de conseil en M&A SMID & Large Cap
➢ Mandat d’achat & Mandat de vente
➢ Levée de fonds (Equity / Dette)
➢ Valorisation & Structuration
➢ Intervenant et Conférencier à l’ESSEC Paris, EGE,
EDC Paris
➢ Expertise spécifique en Fintech:
➢ Conseil en levée de fonds pour la plateforme SaaS Weeloy
➢ Conseil en levée de fonds pour Goswiff (revendu à PayNear
en 2017)
➢ Conseil en financement de Uangteman
19. 19
P R I V A T E & C O N F I D E N T I A L
OUR BUY-SIDE METHODOLOGY
Option: Preparation of a "Long-List" of
potential targets in the targeted sector
and geographical area and ranking them
in order of interest and according to M&A
criteria (sales, EBITDA, etc.)
Initiate contact between GEREJE and the
target(s) (without giving the name of the
client) to validate their actionability
Meeting between GEREJE and the client
to select a short list of targets to be
approached in phase 2
Assist our client in the final Due
Diligence
Optimize the discussions between all
involved parties: legal, audit,
accounting…
Advise on the best strategy and tactic
for final negotiations with the target(s)
until closing.
Assist in the drafting & proof-reading of
final contracts.
Drafting & negotiation of a Letter of
Intent (LOI)
Management of client’s questions &
requests (Q&A)
Optimize the negotiations with the
target
Advise on the best structuring (equity /
debt / mix) in the interest of the
shareholders
Option : Preparation of a strategic and
financial note (detailed profile of the
target) for the client
Signing of the Letter of Intent (LOI)
Signing of a Reciprocal Confidentiality
Agreement (RCA).
Meeting between the target and the client
to confirm the strategic fit and the mutual
willingness to enter negotiations
Phase 1 – 1 to 3 months
Market Screening & Preliminary
Approach
Phase 2 – 4 to 9 months
Maximization of Negotiations –
Signing of LOI
Phase 3 – 2 to 4 months
Final DD – Offer – Optimization of the
Closing
20. 20
P R I V A T E & C O N F I D E N T I A L
OUR TAILOR-MADE FUNDRAISING & PARTIAL SELL PROCESS
Phase 1 – 1 to 2 months
Preparation phase
Financial analysis (past results and
business plan)
Structuration (equity/debt/mix)
Electronic dataroom (docsend)
Blind Teaser on our online platform
In order to optimize the process, it is essential to prepare the project seriously, explain the use of the
funds and demonstrate the positive impact on turnover and margins
Phase 2 – 2 to 6 months
Selection, teasing and approach of
investors
Maximization (digital) of the investor
approach process (electronic NDA)
Checking of candidates’ seriousness
and motivation
Management & Optimization of
negotiations
Optimization of different structuring
options for the deal
Phase 3 – 1 to 2 months
Closing optimization
Optimization of the Due Diligence
process
Optimize the discussions between all
involved parties: legal, audit,
accounting…
Advise on the best strategy and tactic
for final negotiations with the target(s)
until closing.
Advise on the different structuring
schemes including earn out
Analysis and validation of the final
offer
Prepare a Strategic & Financial Note for
investors
Négotiation and signature of the Letter
of Intent (LOI)
Transition to phase 2 after mutual consent
21. 21
P R I V A T E & C O N F I D E N T I A L
DIFFERENT TYPE OF INVESTORS
Strategic and financial investors have different investment criteria and objectives involving different sales
strategies and structuring scenarios themselves
• Strategic investors are often competitors, suppliers or customers of the target.
• Their objective is to identify companies whose products or services can be integrated in synergy with their
existing portfolio or gain market share, in order to create long-term value for their shareholders.
• The main driver of the acquisition is strategic (vs. rapid return on investment). These buyers may also be
unconnected to the target and seek to expand in its market to diversify their revenue sources.
Strategic
investors
• Financial investors/buyers include private equity firms, hedge funds, family offices ...
• These players make investments in companies and achieve a return on investment within 5-7 years with a
sale or IPO.
• Some Family Offices have an unlimited time horizon and can invest large sums of money to support the
growth of the business at all stages of its development.
Financial
investors
These buyers have fundamentally different objectives, so the way they will approach
the activities of the targets in an M&A process will differ considerably.
22. 22
P R I V A T E & C O N F I D E N T I A L
Small Cap companies
~300 companies in Europe, Asia and Worldwide -
listed in our proprietary data base
Mid Cap companies
~400 companies in Europe, Asia and Worldwide -
listed in our proprietary data base
Investors
~1500 investors (PE, VC, CVC, Family Offices, etc.)
with a specific interest in the sector - listed in our
proprietary data base
● ● ●
● ● ●
OUR DIRECT ACCESS TO FINANCIAL AND STRATEGIC PLAYERS
24. 24
P R I V A T E & C O N F I D E N T I A L
THE “GEREJE” PHILOSOPHY
In the 13th century, the Emperor Kublai Khan awarded
Marco Polo a gold tablet in the form of a long piece of
currency named « GEREGE » along with a password,
which ensured numerous privileges to the beholder.
With this golden passport, Marco Polo obtained all
necessary protections, supplies and assistance which
included horses, food and equipment for his safe return to
Venice accompanied by his immense fortune.
The GEREJE, first diplomatic passport,
ensuring safe and secure cross border
transactions, is a powerful symbol
matching perfectly our mission and goals
GEREJE team members share a common
passion in dealing with cross border
transactions and are united around the
GEREJE symbol reflecting our mind set as well
as our working philosophy.
25. 25
P R I V A T E & C O N F I D E N T I A L
OUR WORLDWIDE REACH
We are an independent M&A firm with an “entrepreneurial” culture, providing both strategic and financial advisory services,
composed of a multidisciplinary team based between Europe, Asia & Middle-East
Our Corporate Film
EUROPE
▪ Paris
▪ Lyon
▪ Geneva
▪ Nantes
▪ Vienna
▪ Lisbon
ASIA
▪ Singapore
▪ Kuala Lumpur
▪ Bangkok
▪ Hong-Kong
EUROPE
MIDDLE EAST
ASIA
26. 26
P R I V A T E & C O N F I D E N T I A L
EXECUTION TEAM ENSURING THE QUALITY OF THE DOCUMENTS
Fabrice LOMBARDO
Founder & CEO
Antoine ALEMANY
Partner, Lisbon
Clarisse SUN
Associate M&A, Paris
Laurent GOBINET
Partner, Nantes
Hélène PEYRUSQUE
Analyst M&A, Lyon
Hugo MONNET
Vice President M&A, Lyon
Lucas VIANNAY
Analyst M&A, Paris
Servais MICOLOT
Senior Advisor, Geneva
27. 27
P R I V A T E & C O N F I D E N T I A L
SENIORS BRINGING SECTOR & GEOGRAPHIC EXPERTISES
François LAURENT
Senior Advisor, Hong-Kong
Olivier JOB
Senior Advisor, Lyon
Jean de MORAS
Senior Advisor, Paris
Arnaud BEASSE
Senior Advisor, Vienna
Maurice LAM
Director, Singapore
Gregory LAM
Vice President M&A, Singapore
Bruno NAVET
Partner, Kuala Lumpur
Bertrand LAM
Partner, Singapore
28. 28
P R I V A T E & C O N F I D E N T I A L
Partial or Total Sell mandate
Managing and Optimizing a sell process, leveraging on
our structuring experience, valuation expertise &
international network to maximize the transaction price.
Using every financial tool to align the interests of all
parties.
OUR SERVICES
The quality of our services relies
in our 100% in-house team
enabling us to manage the
entire transaction process,
thereby ensuring efficiency,
confidentiality and tangible
results
Buy mandate / Acquisition / Joint Ventures
Optimizing external cross-borders expansion strategies.
Global Knowhow, Local Approach
Strategic Advisory – Business Consultancy
The experience and operational know-how of the senior
team allows us to optimize the development strategies of
companies and thus facilitate the management of
corporate finance issues (Fundraising or acquisition)
Fund raising mandate & IPO – Capital development
Structure a solid & realistic business plan in order to
maximize the valuation forward and raise the capital
needed (Equity, Debt, Convertible Shares).
Local Markets Approach and Implementation Assistance
for IPO to maximize forward value & optimize
Transaction Structuring
29. 29
P R I V A T E & C O N F I D E N T I A L
OUR PROVEN METHODOLOGY
GEREJE is recognized for the quality of its documents (strategic & financial analysis) based on personalized
execution, enhanced by a multidisciplinary team acting under one hat !
Execution
Excellence
Each assignment is managed by
one Team leader to optimize the process
We rely on our own proprietary
research
Our mandates are on an exclusivity basis
only, including fixed and success fee
Our mandates are tailor-made
We manage 100% of the Transaction
coordinating the process
We deliver regular reports to optimize
the momentum
Our digital platform allows us to have constant
access to all the necessary information
30. 30
P R I V A T E & C O N F I D E N T I A L
OUR RECENT TRACK RECORD
With a total of 78 closings between 2016 and 2021, GEREJE is N1 or N2 M&A firm for SMICAP for the past 6 years in the Advisory
Fusacq ranking – Corporate banking fundraising rankings in France.
2021 – Acquisition –€50m Sales 2021 – Joint Venture
2021 – Debt Financing: €2.5m 2019-20 – Capital Injection: €6m 2019 – Sell: €55m 2018 – Sell: €7m
Target:
Learn more
Target:
Learn more
Investors:
Learn more
Crowdfunding:
Investors:
Learn more
Investors :
Learn more
Acquirer:
Learn more
Groupe
AMIQUAR
2021 – Acquisition – €10m Sales
Target:
Learn more
2021 – Fundraising: €7m
Investors:
Learn more
31. 31
P R I V A T E & C O N F I D E N T I A L
OUR REFERENCES– SMID & LARGE CAP
Click on the logo to access the website.
32. 32
P R I V A T E & C O N F I D E N T I A L
OUR STRONG NETWORK OF PARTNERS
Our solid network of partners in Europe and Asia enable us to get qualified, updated information
and optimize our market screening & approach of targets.
EUROPE
Access to +1,100 Family Offices
+150 banks & private bankers
+100 law firms
ASIA
Access to +700 Family Offices
+200 banks & private bankers
+150 law firms
Partnership signed with Business France (website) in 2021
Coverage of 110 countries, offering a direct access to
international investors
33. 33
P R I V A T E & C O N F I D E N T I A L
TESTIMONIES
In this complicated economic
environment, the support and
involvement of the GEREJE teams
were key to the success of the
project.
Mr. François-
Denis POITRINAL
Founder & CEO
Thank you for the excellent work
done by the GEREJE team.
Mr. Kaci KÉBAÏLI
Founder & Chairman
GEREJE supported us successfully &
diligently in structuring our
fundraising process so we can keep
control of our company, They did a
great job at finding the right
investors for our projects!
Mr. Francois
CHABANIAN
Founder & CEO
In this complicated economic context,
the support and involvement of the
GEREJE teams were key elements in
the success of the operation
Mr. Guillaume
RAGUET
CEO
*click on a logo to access the website
34. 34
P R I V A T E & C O N F I D E N T I A L
Articles
Surveys
Sorainen - Top 10 TMT trends for 2021
Tool Advisor - Les logiciels SaaS et On-Premise en 23 chiffres
Business Scoot - Le marché du software et service en France
The business research company - Software Products Global Market Report 2022
Statzon - The Global Robotics Market Growing Rapidly
France fintech - Un ecosystème en plein essor
Alantra - Trends driving sector M&A
EY - Les principales tendances du secteur TMT post-pandémie
KPMG - Technology, media, and telecom M&A skyrocketed in 2021
PWC - Global M&A Trends in Technology, Media and Telecommunications: 2022 Mid-Year Update
PWC - The future of TMT sector
Deloitte - Top TMT industry trends and emerging issues to tackle in 2022
