2. * Growth rate estimated by AVentures Capital based on the financials of a set of market players who disclosed their results directly to AVentures Capita
** For other factors influencing valuation see slide #6
CEE Software Development M&A in 2019: Executive Summary
2
Growth 4-5x faster than globally
Consistently high M&A activity in
2018 and 2019
Leaders` M&A à IPO / exit play
• CEE outsourcing grows much faster than global average: 20-25%* y-o-y vs 5% globally*
• Peak number of M&A / investments in CEE in 2018-19, with 24 deals announced in 2019 and 31 in 2018
• Key valuation principle in most deals: single digit EBITDA multiple for <$50M revenue companies and
double-digit EBITDA multiple for $50-100M+ revenue companies or those with strong vertical focus and
high gross margin profile**
• 5+ well-funded CEE players with revenue of $100M or more continued to expand through M&A with
the goal of an IPO / exit play
• Most recent IPO is Grid Dynamics in 2019 at ~x12 EBITDA
“Seller`s” M&A market in Ukraine • Limited number of companies put for sale with more demand to acquire than interest to sell
until 1Q 2020
Before COVID-19 epidemic expanded globally in 1Q 2020, the industry has been performing strongly
3. Note: growth rate estimated by AVentures Capital. Based on the financials of a set of market players who disclosed their
results directly to AVentures Capital
Covid-19 full impact on the performance in 2020 remains unknown while the industry
sees the first signs of slowed growth and decline in other metrics
3
Likely growth slowdown
Cost rationale to remain strong
Slowdown in M&A activity in
2020
Usual productivity amid remote
conditions
• As of late March 2020, many companies report less leads, new clients, and more positions cancelations.
The industry, however, is likely to continue growth but at slower than usual (20-25%) pace within CEE
• Proven by previous recessions, IT outsourcing space could recover fast during this crisis due to strong
cost cutting rationale the offshore industry offers to its global clients
• Both financial and strategic investors are likely to postpone any M&A activity until more certain times. For
well-funded players, however, the crisis presents an opportunity to buy assets likely at lower multiples
• As most IT service companies are used to managing work remotely, there is likely to be minimal impact on
the productivity under the quarantine lockdown
Temporary wages decrease • As clients ask for bill reduction, the wages for IT workers can freeze or decrease, at least temporarily
Vector for optimization
• Companies have started cutting costs to get into leaner shape, operational and financial. The jobs of
marketing, recruiting, and sales professionals as well as those on a bench will be first to get cut
Decline of growth focused R&D
activities for global clients
• Global clients, leveraging CEE R&D capability for growth, delay expansion and innovation plans, which
results in less inflow of new clients or scale-down and freeze of some of the existing contracts
4. Note: Data as of April 10, 2020. Source: Yahoo Finance
Covid-19 impact on public CEE companies
EPAM Systems (NYSE:EPAM), 2019 - 2020 Endava (NYSE:DAVA), 2019 - 2020 Grid Dynamics (Nasdaq:GDYN), 2019 - 2020
Amid Covid-19 outbreak, the stock of public companies is down significantly starting with March 2020. The public companies are likely to
miss quarterly and yearly earnings targets
5. Superior growth and high profitability attracted interest
from both large international and local financial investors
Consistent growth of outsourcing
globally
Faster-than-market-average
growth of outsourcing in CEE
Attractive growth and financial performance of CEE
outsourcing leaders
+ +
High global demand for development
capabilities to deliver increasingly complex
and short time-to-market projects
Projected CAGR: 5% 25% YOY
CEE outsourcing market growth in
2018 - 2019 by our estimations
2015-19 revenue CAGR, %
2019 EBITDA margin, %
Source: AVentures CapitalSource: Gartner
CEE
Source: public data
Restoftheworld
Financial investors: capitalizing on
superior growth and profitability
5
15,2%
12,6%
5,2%
EPAM Luxoft Endava
20% 20%
30%
EPAM Luxoft Endava
13%
10% 10%
Altran Alten Devoteam
11%
11%
9%
Altran Alten Devoteam
6. What most of large acquirers
seek for…
6
1
Mid-market and/or enterprise clients
Above the market average 30+% y-o-y
consistent revenue growth
Company’s ability to retain and win new
large contracts, so most of the revenue
is recurring
High EBITDA (over 15%) and Gross
margin (over 40%)
Founders’ willingness to stay for 2-4
years post acquisition
Other strategic rationales might play a role depending
on an acquirer: type of delivery, technology
specialization or broad stack etc.
2
3
4
5
7
6 Distinguished employee culture resulting in solid
talent retention
7. Vertical capabilities
• Acquisition of new verticals or deepening of existing capabilities
Deal example: Luxoft – IntroPro, 2017 (Media and Entertainment vertical)
Delivery diversification
• New delivery geographies to diversify market / political risks
• Delivery in new countries/regions enables to tap into talent pool
Deal example: Endava – Velocity Partners, 2018 (delivery centers in
Argentina, Uruguay, Colombia, Venezuela)
Client acquisition
• Acquisition of new clients or enhancement of current client profile
• Small players can be attractive depending on their client profile
Deal example: GlobalLogic – Rofous Software, 2011 (e.g. LinkedIn, Stryker)
Scale
• Enables companies to bid for larger projects
Deal example: Helmes – Solbegsoft, 2018
We expect established players to continue
consolidating a fragmented market
Technical / language capabilities
• Enhancement of tech teams is faster via M&A than
through organic growth
Deal example: Smile – Adyax, 2018
And key strategic rationales
driving M&A roll-on strategy
7
Inorganic growth is a way for established players to
expand capabilities, client portfolios and scale
8. Selected PE funds active in the region
Selected strategic players active in acquisitions
Count of M&A deals announced in Ukraine,
Poland, Belarus, Romania in 2015-19
Source: AVentures Capital
8
• Attractiveness of the software development
outsourcing industry persists
• 2018 and 2019 had the highest number of
M&A/cash out deals during the last decade
5
19
22
31
24
2015 2016 2017 2018 2019
Result: consistently high M&A activity in
the region in 2018 and 2019
9. Industry leaders expand through M&A,
pursuing IPO / exit play
5+ well-funded CEE players with revenue from $50M
up to $100M+ are expanding through M&A with the
aim of IPO / exit play
Our insights into recent deals demonstrate that implied
EV / Revenue lies in 1.0x-2.0x range and EV / EBITDA
in 7.0x-14.0x range
Germany
Argentine
Merged from:
Krakow
Note: “Ukraine / Belarus” or “Lviv” – main delivery locations
Belarus / Russia
Russia / Ukraine /
Poland / Argentine
Lviv
Ukraine / Belarus /
Poland / Spain
Russia / Ukraine
/ Central Europe
Russia / Ukraine /
Poland
Lviv
9
Germany
Examples
Selected larger players raised minority investments or
exited at more than x2 revenue valuation, or over x10-
15 EV/EBITDA multiple. Examples include Grid
Dynamics IPO, Astound Commerce and OSF from
Salesforce Ventures, Star from NTT Data and Softvision
exit to Cognizant
11. Revenue
GBP 288m
(FY 2019)
EBITDA
GBP 30m
(FY 2019)
Revenue CAGR, 2017-19
36% y-o-y
# of engineers
5,143
(Q3 2018)
Delivery geography
Central Europe, EU: 53%; Central Europe, non-EU: 27%, Latin
America: 14%, Western Europe: 5%, North America: 1%
Revenue % by vertical
Payments and financial services: 53%,
tech, media and comm-s: 27%, other 20%
(Q3 FY 2019)
2014 2015 2016 2018
2014. Alpheus Solutions
(Germany / UK)
2015. PSTECH (Serbia) and
Nickel Fish Design (US)
2016. ISDC
(Romania and Bulgaria)
2018. Velocity Partners
(Argentina, Uruguay, Colombia and Venezuela)
2018. IPO on NYSE.
2019
2019. Exozet
(Germany), Intuitus
Limited
(Scotland)
Acquisitions
PE funds
attracted
12. Revenue
US$ 2.29bn
(FY 2019)
EBITDA
US$ 303m
(FY 2019)
Revenue CAGR, 2014-19
26% y-o-y
# of engineers
32,600
(Q4 2019)
Delivery geography
Belarus: 30%, Ukraine: 22%, Russia: 16%, Central Europe: 11%,
North America: 9%, APAC: 8%, Western Europe & Middle East: 3%
Revenue % by vertical
Financial services: 22%, travel &
consumer: 20%, software & hi-tech: 19%
(Q1 2019)
PE funds
attracted
Acquisitions 2003 2004 2006 2008 2009 2010 2012 2014 2015 2016
2006. Siguler Guff
2008. Renaissance Investment
Management, Da Vinci Capital,
Euroventures Capital
2010. VTB Capital
2006. Vested
Development Inc.
(Russia)
2003. Lintec Project
(Belarus)
2004. Fathom
Technology
(Hungary)
2008. B2BITS Corp.
(US / UA), Plus
Micro (KZ)
2009. Rodmon
Systems (US / BY)
2007. Spline
Software (UA)
2010. Instant
Information (US / BY)
2012. Thoughtcorp
(Canada) +
Empathy Lab (US)
2014. GGA Software Services
(Russia) + Joint Technology
Development (China) + NetSoft,
Great Fridays (US), Ozsoft (AM)
2015.
NavigationArts,
Alliance Global
Services (US)
2016. Dextrys (China),
InfomatiX (Hungary)
2018. Continuum
(US), TH_NK (UK)
2012. IPO on NYSE.
2018 2019
2019. NAYS (Israel),
Competentum Group
(RU, BY), test IO (US,
DE, UA)
13. Revenue
US$ 650m+
Revenue growth
22-25% y-o-y
# of engineers
~16,000
(2019)
Delivery geography
India, Ukraine, Argentina, Poland, Slovakia, Croatia, USA, Canada, Israel, China
Revenue % by vertical
Media & communications: 30-35%, high tech and
commerce: 30%, medical devices and industrial
engineering: 20-25%
Acquisitions 2000 2006 2008 2009 2010 2011 2013 2016 2018
2000. Founded,
investment by New
Atlantic Ventures
2006. Westbridge Capital and
New Enterprise Associates
2008. Sequoia Capital, New Atlantic
Ventures and New Enterprise
Associates
2010. Goldman Sachs
2013. Apax Partners acquires
GlobalLogic
2017. Canadian Pension Plan
Investment Board acquires 48% stake
from Apax
2006. Lambent Technologies
(India), Bonus Technology (US /
Ukraine)
2009. InterObject (Israel)
and Cubika (Argentina)
2011. Rofous Software (India), Method
Incorporated (US/UK)
2016. REC Global
(Poland)
2018. Apax sold remaining 48%
stake to Partners Group
2019
2019. Skookum
(US), Assign
(Sweden)
PE funds
attracted
2020. Meelogic
(Germany, Poland)
2017 2020
14. Revenue
US$ 907m
(FY 2018)
EBITDA
US$ 112m
(FY 2018)
Revenue CAGR, 2014-18
23% y-o-y
# of engineers
11,035
(Sep 2018)
Delivery geography
Western Europe: 9%, Poland / Romania / Bulgaria: 31%, Ukraine:
28%, Russia: 18%, North America: 9%, APAC & MEA: 6%
Revenue % by vertical
Financial services: 57%, digital
enterprise: 26%, automotive: 18%
(2018)
PE / IPO funds
attracted
Acquisitions 2006 2008 2012 2013
2006. IT
Consulting
International (US)
2008. ITC
Networks
(Romania)
2013. Freedom
OSS (US)
2014. Radius Inc (US);
Mecel Populus Suite
(Sweden)
2015. Excelian (UK)
2016. Pelagicore (Sweden),
Symtavision (Germany),
InSysGroup (US)
2014 2015 2016 2017 2018 2019
2017. UnafortiS
(Swiss); derivIT
(Singapore); IntroPro
(Ukraine)
2018. Objective Software
(Germany); Smashing Ideas (US)
2012. VTB Capital 2013. IPO on NYSE
2019. Acquired by DXC
Technologies at ~2x EV
/ Revenue
2020
2020. CMORE
Automotive (Germany)
15. Revenue
~US$ 117m
(FY 2019)
EBITDA
~US$ 24m
(FY 2019)
Revenue CAGR, 2015-19E
30% y-o-y
# of engineers
~1,200
(2019)
Delivery geography
Russia, Ukraine, Poland, US
Revenue % by vertical
Financial services: 57%, digital
enterprise: 26%, automotive: 18%
(2018)
2016 2019
2016. ASL acquires
Grid Dinamics
2019. Acquired by ChaSerg
Technology, a shell NASDAQ company
2020. IPO on NASDAQ via
spin-off with a MCAP of US$
600m
March, 2020. Grid dynamics
listed on NASDAQ
2017 2018 20192016
2015. Raised US$1.5M
Series B from BGV
2020
PE / IPO
funds
attracted
Acquisitions
16. Vertical expertise:
Pharmaceuticals, financial
services, TMT, Automotive
# of engineers
2,500
(2019)
Delivery geography
Poland, Ukraine, Asia, US,
Germany
PE / IPO funds
attracted
Acquisitions 2012 2013 2014 2015 2016 2017 2018 2019
2018. CoreValue
(Ukraine), Solid Brain
(Poland)
2017. Cornerstone Partners and
Oaktree Capital Management acquire
IT Kontrakt
2019 - 2019. A series of
acquisitions and mergers to form a
platform company
2020
2019. IT Kontrakt, Sevenval
(Germany), CoreValue
(Ukraine) and SolidBrain
(Poland) join forces to form
Avenga
Formerly IT Kontrakt
2012. WorkService
acquires IT Kontrakt
Revenue
>US$ 125m
(FY 2019)
17. Vertical expertise:
Automotive, Financial Services,
Consumer Services, Industrial,
High Tech, Media &
Communications
# of engineers
~1,600
(2020)
Delivery geography
Poland, Ukraine, Asia, US,
Germany
PE / IPO funds
attracted
Acquisitions 2012 2013 2014 2015 2016 2017 2018 2019
2017. Investment in
FDV Solutions
(Argentina) and
iNTENCE (Germany)
2014. Acquisition
Kupferwerk
(Germany)
2014 - 2019. A series of bolt-on
acquisitions. In 2019, acquired by
Mid Europa Partners
2020
Formerly IT Kontrakt
2012. Investment
from Enterprise
Investors
Revenue
~US$ 100m
(FY 2020)
2015. Merged with
SMT Software
(Poland)
2019. Investment
from Mid Europa
Partners
28. • M&A strategy development & implementation
• Sell-side advisory
• Buy-side advisory
Professional, client-tailored investment
banking services:
M&A Advisory for IT Services
companies in Central Eastern Europe
AVentures Capital: what we do
28
29. What makes us proud
A network of 100+ outsourcing companies
around the globe
Unique vertical focus on IT Services and
outstanding sector experience
US$ 150m+ in completed transactions in CEE over
last few years
AVentures advised on some of the landmark
deals in CEE SoftDev
• M&A team fully focused on Software Development
Outsourcing in the CEE region
• Vast Software Development sector experience based on
both investor and M&A advisor perspectives
• Trusted advisor for exits and partnerships in CEE tech sector
• On-the-ground analytical support and unmatched execution
capabilities
• Top-level contacts with the decision makers of over
100 largest Software Development companies in
20+ countries on 4 continents
• We have been the advisor of choice for the largest strategic and
institutional investors doing M&A deals in CEE Tech
29
30. Selected M&A transactions
30
Investments
Minority investor, extensively
helping with strategic
business tasks
Exited2015
Buy-side advisor to
Soros Funds on
acquisition of a
minority stake
Ciklum
2018
Buy-side advisor to a
financial investor on
majority stake
acquisition
CoreValue
2019 - ongoing
Sell-side advisor to
the shareholders
Undisclosed
2019 - ongoing
Sell-side advisor to
the shareholders
Undisclosed
• Ciklum: global market focus with
3,500+ developers across 12
delivery centers in Europe and Asia
• AVentures: buy side adviser and
BoD for 4 years
• CoreValue: US market focused
Salesforce consulting with 400+
developers across delivery centers
in Ukraine and Poland
• AVentures: buy side adviser for buy
out of majority stake, minority
investor and BoD member for 3
years
• AVentures exited in 2019
• EU and global market focus with
450+ developers, delivery centers
across Ukraine
• Dedicated teams model for custom
software development
• US market focus with 150+
developers, on-shore delivery
in North America and off-shore
centers in Ukraine
• Mix of dedicated teams and
end-to-end solution
development
Viseven
• 350+ developers, outsourcing and
product company
• #1 Pharma vertical player from Ukraine
• Clients – top pharma companies
globally
31. Industry thought leadership
Software Development report: Poland, Romania, Ukraine and Belarus
DealBook of Ukraine: annual overview of tech investments
Publications in global media
First-of-a-kind industry overview.
Comprehensively covers industry
metrics, trends and M&A activity in
the region
“Tech entrepreneurs see
Ukraine as future IT leader”
Link to the article
“First Ukraine House to open at
World Economic Forum in Davos”
Link to the article
“Why we are undervaluing Ukraine`s
tech scene”
Link to the article
“Diane Francis: Turning Ukraine from
the world`s bread basket to the
world`s brain basket”
Link to the article
31Click to access
32. First-of-a-kind industry overview. Comprehensively covers
industry metrics, trends and M&A activity in the region
Full Software Development Report:
Poland, Romania, Ukraine and Belarus
Download the full report:
https://software-development-cee-report.com/
The region in numbers
Total IT exports generated by Poland,
Romania, Ukraine and Belarus$13bn+
Software development and technical
specialists580k+
Technical graduates from 200 local
universities and colleges annually
60k+
Count of IT Service M&A transactions
in four countries in 2015-1876
Please find more details for each of
the countries in the full report 32
33. Yevgen Sysoyev
Managing Partner
ys@aventurescapital.com
• Technology advisory and
investments background
• Board Member and investor in a
dozen technology product and
service companies
• INSEAD MBA with distinction,
Math and Economics degree
Yuliya Sychikova
Associate
yuliya@aventurescapital.com
• Tech entrepreneurship and VC
background
• BA degree in Economics from
the University of Pennsylvania
Let`s talk?
33