Tech Seminar Handout 5 10


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Technology industry CEOs will gain fi rst-hand information from qualifi ed corporate and
private equity buyers. Learn what they look for in a target company, and how they plan
their approach. This executive briefi ng will explore how an acquisition strategy can help
you achieve business growth, liquidity, value creation and personal wealth.

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Tech Seminar Handout 5 10

  1. 1. Creating Wealth Through M&A The Pacific Club Newport Beach, CA May 20th, 2010 7:30AM – 9:30AM Sponsored by:
  2. 2. Table of Contents Agenda 7:30–7:50AM..........................................................................Registration/Breakfast 7:50–8:00AM.......................................................................Welcome & Introduction 8:00–8:30AM...................................................................................Keynote Address 8:30–9:15AM...................................................................................Panel Discussion 9:15–9:30AM...........................................................................................Networking Seminar Information Sponsors: n Hein & Associates LLP n MergerTech Advisors n Stradling Yocca Carlson & Rauth Program & Speakers: n Keynote Address: The Power and the Promise of M&A Nitin Khanna, CEO, MergerTech Advisors n Panel Discussion: What Buyers Really Want Ben Bisconti, Managing Director, Accel-KKR Daniel Docter, Director, Intel Capital Mont Phelps, President & CEO, NWN Corporation Larry Schultz, Audit Partner, Hein & Associates Shivbir Grewal (Moderator), Partner, Stradling Yocca Carlson & Rauth
  3. 3. Sponsors Hein & Associates is a full-service public accounting and advisory firm rated highly by clients for service, knowledge and problem solving. For more than 30 years, Hein has served diverse companies in a variety of industries, including technology, energy, manufacturing and distribution, and real estate. The firm’s SEC practice is recognized as among the nation’s largest. Network affiliations with two of the largest international associations of accounting and advisory firms in the world allow Hein to provide seamless client care domestically and throughout the world. Hein is ranked as one of the top 100 accounting and advisory firms in the country by Accounting Today, and consistently recognized by Inside Public Accounting as a “Best of the Best” firm, an honor bestowed on only 25 firms each year, based exclusively on management performance. Hein & Associates has offices in Denver, Houston, Dallas, and Irvine, California. MergerTech’s mission is to enable small and medium-sized technology companies to realize the value of their business. As the only investment banking firm exclusively focused on this space, we apply our deep domain expertise and global knowledge of buyers to deliver three key values: fast introduction to buyers, best terms and value, and greatest certainty of deal closure. MergerTech investment bankers have decades of experience in technology solutions and services businesses. We have founded, grown and sold technology companies ourselves, so we speak your language and recognize your company’s best selling points. It’s no wonder we’ve completed over 100 engagements with buyers and sellers across the globe. Stradling is not a typical law firm. We’ve resisted the temptation to become too big or too cumbersome for clients. Our firm has vigorously held on to that special mandate that we’ve had from the beginning: Give emerging and growing companies sophisticated services with utmost responsiveness and fair fees. It has worked for our clients for 35 years. We now rank among the elite firms in California with our practices in corporate and securities, complex business litigation, securities litigation, employment, intellectual property, and tax. Start up ventures and public companies, through all manners of economic times and challenges, choose us to assist in their most important transactions and disputes. Our mission is to help companies succeed. We’ve made our success story a product of thousands of success stories we’ve helped to facilitate.
  4. 4. Keynote Keynote Address “The Power and the Promise of M&A” The keynote address will explore how M&A can help companies achieve inorganic growth and create wealth for founders, investors, and employees. Selling your company allows you to tap into one of the greatest ways to create wealth in the 21st century. Wealth, of course, means not only additional financial resources but also the ability to spend your time as you choose and to invest in or start-up another exciting company. Raising capital allows you access to financial resources, management team members, a sophisticated and networked board, acquisition know-how, or diversification of your financial assets helping you to grow much faster than you could have otherwise. The power and promise of M&A is its ability to create wealth, time, and accelerated growth in a manner that few other methods make possible. Keynote Speaker Nitin Khanna Chief Executive Officer, MergerTech Advisors Nitin Khanna is the CEO of MergerTech Advisors, a boutique investment bank that facilitates mergers and acquisitions for for small and medium-sized technology companies. MergerTech uses their intense focus in this space, deep domain expertise, and global knowledge of buyers to deliver three key values: fast introduction to buyers so clients can continue to focus on execution, best possible financial and non- financial terms, and greatest certainty of deal closure. Prior to MergerTech, Mr. Khanna was the founder, Chairman and CEO of Saber Corp., a Portland based national firm focused on providing technology solutions to government clients. Mr. Khanna started Saber in July 1998 and helped grow it a minimum of 50% each year. In 2004, Saber was chosen as the “Professional Services Firm of the Year” by the Oregon Minority Business Opportunity Council and received an Achievement Award from Governor Kulongoski in recognition of Saber’s contributions to Oregon’s business growth. Some of the highlights of Saber’s growth included making the Inc. 500 list in both 2006 and 2007, the Deloitte Fast 500 list, and being ranked first on Oregon’s Fastest Growing Companies list in 2007. Saber’s dramatic growth led to a significant investment in the company by Accel-KKR Private Equity in 2005 with an eventual sale of the company for $460MM to EDS in December 2007 (Saber’s revenues were $120MM and pre-tax earnings were $21MM in 2007). Subsequent to the acquisition of Saber by EDS, it was decided that Mr. Khanna was best suited to manage the entire EDS State Government portfolio and EDS placed him in charge of both Saber’s as well as EDS’ State government business. Prior to Saber, Mr. Khanna was a principal consultant at Oracle, responsible for the development and implementation of information management systems and responsible for Oracle’s Chicago commercial practice. Mr. Khanna has served on the board of directors for the Urban League of Portland and the Luke Center. For his work with the Urban League and other charities such as SAY (Salem Area Youth)Golf, CM2 (Portland Children’s Museum), among others, Mr. Khanna was recognized as one of Portland’s “Top 40 Under 40” civic and entrepreneurial leaders by Governor Kitzhaber in August 2002. His current community involvements include MercyCorps, Responder Life, and mentoring entrepreneurs. Mr. Khanna has a Master’s and Bachelor’s of Engineering from Purdue University.
  5. 5. Panel Biographies Ben Bisconti Managing Director, Accel-KKR Ben Bisconti is a Managing Director at Accel-KKR. Prior to joining Accel-KKR, Ben was a Managing Director in the Credit Suisse First Boston Technology Group where he was Head of the Global Communications Equipment practice. At CSFB, he led a team of 30 professionals in the U.S., Europe and Asia advising technology clients in the areas of public and private equity, convertible debt, equity derivatives and mergers and acquisitions. Ben’s team executed over 150 transactions with an aggregate value in excess of $50 billion. Prior to joining CSFB, Ben was a Managing Director in the technology group at Robertson Stephens where he worked with companies in the areas of communications software and equipment, computer systems and peripherals, data storage and digital imaging technologies. Ben is a Director of Layered Technologies, Alexander Gallo Holdings, Endurance International Group, Applied Predictive Technologies and iTradeNetwork. Ben was formerly a Director of Saber (sold to EDS in 2007 for $460 million), Alias (sold to Autodesk in 2006 for $197 million) and Savista (sold in two transactions to Accenture and Torex Retail Systems in 2006). Ben received his M.B.A. from The Anderson School at UCLA and his A.B. in Economics from Harvard College. Daniel Docter Director, Intel Capital Daniel Docter is a Director with Intel Capital where he has worked since 2001. Daniel focuses on investments in infrastructure for data centers, enterprises, and communications networks. He invests in equipment, software, and semiconductor companies covering areas such as data center networking, power/thermal efficiency and manageability, wireless and telecommunications infrastructure, embedded processor applications, broadband access and networking solutions, and alternative energy solutions. He also covers the southern California region for Intel Capital (San Diego to Santa Barbara). Daniel is responsible for Intel Capital investments in Passave (acq by PMCS), E2O Communications (acq by JDSU), Cyoptics, Kasenna (acq by Espial), Stratalight Communications (acq by Opnext), Vativ Technologies (acq by Entropic), Cortina Systems, Expand Networks, Overture Networks, Bridgewave Communications, and Acadia Enterprise. Daniel received his PhD. from the University of Bradford, England in 1993 in solid state physics, and spent more than 11 years working on optical and RF communications applications at AT&T Bell Labs (6 yrs) and Hughes Research Labs (5 ½ yrs). He has more than 50 journal publications and more than 10 patents to his credit in areas of material science, optoelectronic integration, and microwave device and circuit applications. Prior to joining Intel Capital, Daniel worked for Merrill Lynch in the Private Wealth Management Group where he advised clients involved in initial public offerings and M&A transactions. Daniel lives in Los Angeles and is active in supporting the southern California entrepreneur and venture capital communities.
  6. 6. Panel Biographies Mont Phelps President & CEO, NWN Corporation Mont Phelps is a senior executive and successful serial entrepreneur. Since 2000, NWN has established a national footprint focusing in Commercial and Public Sector markets with advanced IT infrastructure, consulting, application development and managed services. CRN has recognized NWN as one of the fastest growing companies in the IT services industry and Mont as one of the most innovative executives. NWN continues to gain broad industry recognition for excellence both in technical competence and customer satisfaction. In his early career, Mont spent 18 years as a DuPont fast-tracker, progressing quickly through assignments in finance, logistics, marketing and sales. He held senior management positions with the AGFA Division of Bayer Corp, ultimately leading the North American sales and marketing organization. Mont also was the Vice President and General Manager of the Pitman Company, the largest US distributor of equipment and consumables to the printing and publishing industries. He holds a BA in Economics from Randolph Macon College and an MBA from Widener University. Mont lives in Charlestown, MA and Narragansett, RI with his wife and partner, Jane Linder. Larry Schultz Audit Partner, Hein & Associates Larry has provided audit and accounting services to both public and private companies in the technology industry for over 15 years. In addition to SEC financial reporting requirements, he regularly assists public companies with other compliance matters, including registration statements and Section 404 of Sarbanes- Oxley (SOX 404) internal controls and reporting. In addition to his technology experience, Larry has also developed a focus in the manufacturing, distribution, construction, and energy industries. Larry has provided a number of first-time through audits for companies including Process Fab which is an aerospace company that had an $80 million recapitalization; Flavor Specialties as they were going through a change of ownership; and he is currently working with several companies going through recapitalization in the technology, aerospace and health care industries. Larry is currently a member of the Association for Corporate Growth (ACG), Forum for Corporate Directors (FCD), American Institute of Certified Public Accountants (AICPA), and the California Society of CPAs, where he sits on the Finance Committee. Larry received his bachelor of science in finance from Ferris State University, and his master’s in professional accountancy from Walsh College in Troy, Michigan.
  7. 7. Panel Biographies Shivbir (Shiv) Grewal Partner, Stradling Yocca Carlson & Rauth Shivbir S. Grewal represents emerging growth, technology, life science, manufacturing and health care entities in matters relating to corporate and securities law, including general corporate representation, venture capital financings, initial public offerings, corporate reorganizations, joint ventures, private placements, commercial paper issuances, and public company representation. He also advises corporate entities on governance and structure issues, and sits on the boards of various companies. He has chaired or participated in various panels and seminars on corporate finance issues and mergers and acquisitions. Mr. Grewal practiced law in India before relocating to the U.S. and advises U.S. business entities on investments in India, as well as Indian entities on raising capital in the Eurodollar and the U.S. ADR markets. He has authored numerous articles on doing business in India and in the US, and has spoken at various seminars on Indian law. Mr. Grewal received his LL.M. from the University of Pennsylvania Law School in 1990. He earned an LL.B. degree at the University of Bombay in 1982, after receiving a B.A. degree with honors from the same school in 1979. Mr. Grewal is a member of the American Bar Association (International Law and Practice Section and Business Law Section), the State Bar of California, the Bar Council of India, and the Punjab High Court Bar Association. His also has been active in the Silicon Valley Indian Professionals Association and The Indus Entrepreneur, serving the latter as president of the Southern California chapter and as a member of its Global Board of Trustees.