Corporate Overview: August 2009

Corporate Overview
August 2009
Contents
I. II. III.
Overview of Arma Partners Senior team members Selected case studies
Europe
Arma Partners LLP 16 Berkeley Street London W1J 8DZ United Kingdom
Americas
Arma Partners LLC Four Palo Alto Square, Suite 100 3000 El Camino Real Palo Alto, CA 94306 United States
Tel: +44 (0) 207 290 8100 http://www.armapartners.com
Tel: +1 650 328 8207
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)
I. Overview of Arma Partners
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

Core expertise in providing mergers and acquisitions advice to our clients, including both buy side and sell side services with an unbiased and objective approach Assist our clients in achieving their strategic objectives and maximising shareholder value Leverage our network of industry relationships, wealth of transaction expertise and understanding of the TMT landscape to help our clients achieve optimal results Services Provided Public and private acquisitions Public and private mergers Divestitures Management buyouts
Board Advisory
Provide advice to executive management and Board members on issues relating to shareholder value and corporate performance Advise Boards on fairness of terms of transactions from a financial point of view and ensure that Boards are giving, or receiving, fair value Analyse the valuation and structure of a transaction, the form and timing of consideration and the financial implications Services Provided Transaction structuring Strategic options assessment Fairness opinions
Capital Markets Advisory

Help companies assess the appropriateness of an IPO and assist clients throughout the lifecycle of the IPO process (positioning through pricing) Provide an unbiased view based on our extensive experience of US and European stock exchanges Leverage our network of relationships to assist private companies obtain the growth capital they require
Services Provided IPO advice Private placements Recapitalisations Capital markets advice 4
Meeting our clients requirements

Requirements Arma Partners Fit Considerable execution experience from bulge bracket and boutique firms Announced transactions span three continents and fifteen countries Deep understanding of relevant Technology, Media and Telecom markets and sectors Ability to optimally position our clients businesses to maximise shareholder value Access to key industry participants Strong relationships with aggregators, emerging companies and investors worldwide Ongoing dialogue to understand their strategic and financial objectives
Transaction expertise
Industry insight
Ability to maximise value
Led some of the highest value exits in the TMT sector Proven ability to achieve exceptional strategic value
Analysis of available options
Unbiased and independent advice on selecting the best strategic alternative High level of experience with potential bidders in deal situations
Commitment of team
Senior-level involvement from conception to closing Exceptional level of client satisfaction and referenceability 5
Armas 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
Enterprise Software Financial Technology Security Software Open Source
Regular publications
Financial Technology Report White Papers
Software-asa-Service Web 2.0
Cloud Computing IMS / SIP
Digital Home
Internet & Web 2.0
Location-based services
Gaming / Gambling
Creative 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
Selected announced transactions

Jul 09 Jul 09 May 09 May 09 May 09 Mar 09
$680,000,000
(pending)
$42,000,000
$172,000,000
(DSL division)
$113,000,000
$80,000,000
$100,000,000
has been acquired by & subsequently merged with
has acquired
has acquired
has been acquired by
has acquired
has acquired the Application Testing / ASQ business of
Exclusive financial advisor to Software AG
Exclusive financial advisor to F-Secure Corporation
Exclusive financial advisor to freenet AG
Exclusive financial advisor to Micro Focus Intl plc
Exclusive financial advisor to Snell & Wilcox Group
Enterprise Software Jan 09
Security Software Dec 08
Internet services Dec 08
Enterprise Software Sep 08
Enterprise Software Aug 08
Digital Media Apr 08
Undisclosed
$30,000,000
Undisclosed
$50,000,000
$108,000,000
$73,000,000
has acquired
has acquired
Exclusive financial advisor to Danet Group
Exclusive financial advisor to Wayfinder Systems AB
Financial and Rule 3 advisor to SPI Lasers plc
Exclusive financial advisor to Anite plc
Exclusive financial advisor to Micro Focus International plc
IT Services Apr 08
Mobility Software Feb 08
Enterprise Software Jan 08
Optics Dec 07
IT services Apr 07
Enterprise Software Apr 07
$2,550,000,000
Undisclosed
Undisclosed
$110,000,000
$124,000,000
$546,000,000
has acquired
has acquired
has acquired
has acquired
Lead financial advisor to freenet AG
Exclusive financial advisor to Cape Clear Software Inc.
Exclusive financial advisor to Odyssey Financial Technologies, S.A.
Exclusive financial advisor to GloNav, Inc.
Exclusive financial advisor to royalblue group plc
Mobile services
Enterprise Software
Financial Software
Semiconductors
Financial Software
Enterprise Software
Selected announced transactions (contd)

Jan 07 Jan 07 Nov 06 Jun 06 Jan 06 Jun 05
$39,000,000
has acquired the German B2C broadband and narrowband customer contracts of
$75,000,000
$124,000,000
a business unit of
Undisclosed
$106,000,000
$55,000,000
has been acquired by has been acquired by Exclusive financial advisor to NordNav Technologies AB Exclusive financial advisor to Elektrobit Group plc
recapitalisation with equity investment by
Exclusive financial advisor to freenet.de AG
Exclusive financial advisor to IGEFI S..r.l
Exclusive financial advisor to Kreatel Communications AB
Exclusive financial advisor to Inca Digital Printers Ltd
Internet Services Apr 05
Semiconductors Dec 04
Telecom Software Dec 04
Financial Software Nov 04
IPTV Technology Oct 04
Printing Technology 04-05
Undisclosed
$94,000,000
Undisclosed
$52,000,000
$112,000,000
$45,000,000 (agg.)
Anite Groups disposal of: to
to to
Financire RDM
Exclusive financial advisor to Cirpack S.A.S
Exclusive financial advisor to S.E.S.A AG
Exclusive financial advisor to Ubitrade SA
Exclusive financial advisor to Mosaic Software Holdings Ltd
Exclusive financial advisor to Dione Plc
Exclusive financial advisor to Anite Group Plc
Telecom Software Jan 04
IT Services Dec 03
Financial Software Nov 03
Financial Software
Payment Technology
Software & Services
$44,000,000
Undisclosed
and other investors
$210,000,000
European Technology Deal of the Year 2003
have acquired
Exclusive financial advisor to NXN Software AG
Exclusive financial advisor to Apax Partners
Exclusive financial advisor to SUSE Linux AG
Digital Media
Financial Software
Open Source
Established long-term trusted advisor relationships

Apr 08 Dec 08 May 09 May 09
$73,000,000
has acquired
Undisclosed
has acquired
$113,000,000
has acquired
$80,000,000
has acquired the Application Testing / ASQ business of
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 strategy outlined in 2006 Arma Partners worked seamlessly with Micro Focuss internal team and successfully completed 4 transactions over the last 12 months including 3 deals involving NASDAQ-listed public companies Arma Partners has a long-standing relationship with Software AG and has contributed positively to the companys ongoing strategic target search exercise webMethods represented Software AGs first transformational acquisition creating a global SOA leader The acquisition of IDS Scheer creates a global enterprise software vendor with more than 6,000 employees and over 1 billion in sales
Exclusive financial advisor to Micro Focus International plc
Enterprise Software Enterprise Software Enterprise Software Enterprise Software Apr 07 Jun 08 Jul 09
$546,000,000
$680,000,000 (pending)
evaluated a potential acquisition of has acquired
Senior-level attention
has acquired
Financial advisor to Software AG
Enterprise Software Enterprise Software Enterprise Software Jan 07 Apr 08 May 09 2009
$39,000,000
$2,550,000,000
has acquired
$172,000,000
(DSL division) has been acquired by public auction process for the sale of:
freenet are currently transforming their business to position themselves as the leading telecoms player in Germany Arma worked closely with the CEO and CFO over a three year period developing the companys M&A strategy Arma was retained as lead financial advisor on the landmark $2.6bn transformational acquisition of debitel and is currently mandated to run a public auction process for the sale of freenets Strato web hosting business Arma has had a relationship with Anite for over 5 years and 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 verticals Armas in-depth understanding of the Technology industry, ability to give independent advice, strong execution capabilities and stability of the core team have enabled Arma to become Anites trusted advisor
Exclusive financial advisor to freenet.de AG
Lead financial advisor to freenet AG
Internet Services Aug 04
Mobile services Feb 05
Internet services Apr 05
Internet services Aug 08
$45,000,000(agg.)
Anite Groups disposal of:
$45,000,000
(agg.)
$45,000,000
(agg.)
$108,000,000
to
to Financire RDM Exclusive financial advisor to Anite Group Plc
to
Financial advisor to Anite plc
Software & Services Software & Services Software & Services
IT services
II. Senior team members
10
Senior team members

Founding Partner of the firm. Previously was a senior Technology banker with Goldman Sachs, responsible for some of the firms 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.)
Paul-Nol Guly
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 firms activities in this area. John is a graduate of University College Dublin (Ireland) where he received a BComm International. He also holds the Diplme dHEC (France)
John Meehan
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 PCCWs $38 billion acquisition of Hong Kong Telecom, Assicurazioni Generalis $12 billion acquisition of INA, and Dow Chemicals $600 million acquisition of Sentrachem. Earlier in his career he worked in First Bostons M&A Group in New York, and with the law firm Wachtell, Lipton, Rosen & Katz
David Sola
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
James Schroder
11
Senior team members (contd)

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
Tom Wells
Joined the firm in November 2003. Previously head of Credit Suisse First Bostons 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 banks 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
Adam de Courcy Ling
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
Steve Smith
12

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.
Rex Golding
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 highprofile 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 Europes 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
Eric Lawson-Smith
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 funds 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)
Markus Salolainen
13

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
Matthew Gehl
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. Keiths 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
Keith Robinson
Joined Arma Partners in 2008. Previously was with JPMorgan in their Technology, Media and Telecom Group where his deal experience included the Teradata spin-off by NCR Corporation, LBO financing of Apax Partners acquisition of Cengage Learning, Novells acquisition of PlateSpin, and several equity offerings. Prior to JPMorgan, he held marketing and engineering positions at LSI Logic Corp. and Intel Corp. Kalyan received an MBA from Carnegie Mellon University, an M.S. in Electrical Engineering from the University of California and a B.Tech in Electronics and Communications Engineering from REC/NIT Warangal, India
Kalyan Korimerla
14
III. Selected case studies
15
Case study: F-Secure acquires Steek

Transaction highlights
Consideration: $42 million Offer: All-cash including up to $3.5m in cash earn-out Key metrics: c. 67x revenue Engagement type: Public buy-side Sector: Online Storage and Security-as-a-Service Arma role: Exclusive financial advisor to F-Secure Corporation
Acquirer profile
With more than 180 Internet Service Provider (ISP) and mobile operator partners globally, F-Secure Corporation (HLSE: FSC1V) has been a pioneer of the Security-as-a-Service business model in the industry F-Secure is the largest and fastest growing European publicly-listed security software company F-Secure employs over 700 staff across 16 offices globally
Target profile
Steek SA provides software for online storage and data management solutions to fixed line and mobile operators enabling consumers to store, share and manage personal digital content with PCs and mobile phones Founded in 2002 in Bordeaux, France, Steek services over 2.7 million active users through operator customers like SFR (France), Virgin Media (UK), TDC (Denmark), Singtel (Singapore) and Terra (Spain) Steek employs 50 staff
July 13, 2009
$42,000,000
Deal rationale Contribution / impact
F-Secure has been committed to the ISP business line and has been rapidly expanding its Softwareas-a-Service business model, having publicly announced its intentions to augment its existing security products with value-added services to end-consumers through the ISP channel 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 Steeks valuable customer relationships Steeks leadership in online back-up complements F-Secures expertise in security products and can create a well-rounded and compelling offering for ISP customers and meaningfully enhance the scale of F-Secures ISP business line
has acquired
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 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-Secures transition from a security software vendor into a broader value-added Software-as-a-Service provider to global ISPs spanning security and storage
Arma Partners acted as financial advisor to F-Secure Corporation
16
Case study: Snell & Wilcox acquired by LDC

Consideration: $100 million Offer: Cash and reinvestment in shares Key metrics: Undisclosed Engagement type: Private sell-side Sector: Digital Media Arma role: Exclusive financial advisor to Snell & Wilcox Group
Acquirer profile
Lloyds TSB Development Capital (LDC), the investment arm of Lloyds Banking Group, is a leading private equity company in the UK midmarket Since 1981, LDC has completed over 400 investments and has ongoing interests in over 60 businesses across the UK LDC invests in a broad range of sectors and has particular experience in financial services, healthcare, industrials, IT & software, leisure & media, retail and consumer
Target profile
Founded in 1973, Snell & Wilcox Group (Snell & Wilcox) is recognised as a leader in the design and development of infrastructure solutions for digital media markets The company designs and builds the world' s most advanced systems for video conversion, infrastructure, and production switching Its products are used by thousands of customers in the broadcast, postproduction, cable, satellite, and IPTV markets The Company has a blue chip customer base of more than 1,000 active customers
March 6, 2009
$100,000,000 (merged)
Arma Partners acted as exclusive financial advisor to Snell & Wilcox on its sale to Lloyds TSB Development Capital and subsequent 72 million merger with Pro-Bel Limited (Pro-Bel), an LDC portfolio company 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 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 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 for the business and explain its unique market position 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
& subsequently merged with
Arma Partners acted as exclusive financial advisor to Snell & Wilcox Group
17
Case study: Danet Group acquired by Devoteam

Consideration: undisclosed Offer: All-cash Key metrics: Undisclosed Engagement type: Private sell-side Sector: IT Services Arma role: Exclusive financial advisor to Danet Group
Acquirer profile
Devoteam is a Paris headquartered IT consulting group with has 4,250 employees and 2008 turnover in excess of 450m Operates in 20 countries across Europe, North Africa and the Middle East 19 years experience in IT consulting and service Serves customers in finance, industrials, the public sector, services, telecoms and media
Target profile
Danet is a leading independent IT consulting and service company with 400 employees and 2008 turnover in excess of 45m Leading player in the German market with European offices in UK and Austria 25 years experience in IT service management, on-demand services and complex technology applications Serves customers in finance, logistics, pubic sector and telecommunications
January 19, 2009
Undisclosed
Danet had achieved continued success in the domestic telecommunications space , and needed a scale partner to pursue the high value contracts it was in line to bid for and win 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 Danets strong German sales and marketing channels will be a good addition to Devoteams worldwide services network, enabling both companies to achieve broader and deeper penetration of the European telecommunications and public sector markets in particular

Arma Partners ran a full process, contacting European, Indian and US strategic partners as well as private equity firms 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 ran a strategic valuation defence that resulted in an optimal exit valuation placing 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
Arma Partners acted as the exclusive financial advisor to Danet Group
18
Case study: Wayfinder Systems acquired by Vodafone

Consideration: $30 million Offer: All-cash Key metrics: 2.4x LTM service revenue Engagement type: Public sell-side Sector: Mobility software Arma role: Exclusive financial advisor to Wayfinder Systems AB
Acquirer profile
Vodafone (LSE: VOD) is a major provider of voice and data communication services to consumers and enterprise customers globally As of 31st December 2008, the Group had 289 million customers. The company recorded revenue of 35.5bn in 2008 The group has global operations spanning Europe, the Middle East, Africa, Asia Pacific, the US, and the UK. It is headquartered in Berkshire, UK and employs 72,000 people
Target profile
Provider of mapping, navigation and locationbased services for connected mobile devices in Europe and North America Wayfinder provides content services such as digital city guides, traffic information, weather forecast, etc. Wayfinder had developed both an LBS platform and LBS applications Wayfinder reported revenues of c. 12.2m in 2007 (2006: 3.1m). The company employs c. 105 people
December 9, 2008
$30,000,000
Vodafones new Internet Services Group believes LBS services will generate significant additional data ARPU, to offset declining voice ARPU. In addition, LBS-based social networking services will reduce churn among the subscriber base Vodafone will use Wayfinder to create new proprietary LBS services for global deployment to Vodafone operating companies Wayfinder was Vodafones 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

Arma Partners was engaged to manage a sell-side process for publicly listed Wayfinder Systems. 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% The SEK 12.00 offer price represented a 253% premium over Wayfinders 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
Arma Partners acted as exclusive financial advisor to Wayfinder Systems AB
19
Case study: Micro Focus acquires Relativity

Consideration: Undisclosed Offer: All-cash Key metrics: Undisclosed Engagement type: Public buy-side Sector: Enterprise software Arma role: Exclusive financial advisor to Micro Focus Intl. plc
Acquirer profile
With over 15,000 customers and one million licensed users, Micro Focus International plc (LSE: MCRO) (Micro Focus), a UK-based company, provides innovative software that helps companies to improve the business value of their enterprise applications Micro Focuss Application Modernisation solutions are employed by more than 70 of the Fortune Global 100 companies Micro Focus employs approximately 600 staff
Target profile
Relativity Technologies, Inc. (Relativity) is a leader in Application Modernisation and Application Portfolio Management software With over 400 customers, Relativitys solutions increase the business value of existing applications for customers in a host of sectors including financial services, health care, insurance and the public sector Founded in 1997, Relativity is based in Raleigh, NC and employs approximately 90 staff
December 8, 2008
Undisclosed
Relativity represents Micro Focuss fifth acquisition since 2006 and builds on the NetManage (NASDAQ:NETM) and Hal Knowledge Solutions acquisitions, thereby enhancing Micro Focuss leading position in the highly fragmented Application Modernisation market The transaction further strengthens Micro Focuss presence in the US market while at the same time leverages Micro Focus extensive global sales platform to generate additional sales of Relativity products The Board of Micro Focus believes that the acquisition will be earnings enhancing in the fiscal year ending 30 April 2009
has acquired
Arma Partners has a long-standing relationship with Micro Focus, having previously advised on their successful acquisition of NetManage in May 2008 Relativity had been on Micro Focuss radar screen for some time, however Armas insightful guidance on deal timing saved Micro Focus several million dollars in consideration by fully capitalizing on the depressed pricing environment As a result, Micro Focus acquired a high quality team, industry leading products and a strong customer base (particularly in the financial services vertical) at a very attractive valuation Industry observers have yet again applauded Micro Focuss smart acquisition strategy, management execution and success, which are reflected in Micro Focuss stock price rising 24% in the last 6 months compared to the 15% decrease in the FTSE TechMARK All-Share index during the same period
Arma Partners acted as financial advisor to Micro Focus International plc
20
Case study: SPI Lasers acquired by TRUMPF

Consideration: $50 million Offer: All-cash Key metrics: 2.1x historic revenue Engagement type: Public sell-side Sector: Optics Arma role: Rule 3 advisor to SPI Lasers plc
Acquirer profile
Leading provider of production technology offering high-quality laser-based products and solutions for materials processing applications Operates three business divisions: Machine tools / Power tools, Laser Technology / Electronics and Medical Technology Family owned company with more than 50 subsidiaries in over 26 countries worldwide For the year ended 30 June 2008, TRUMPF reported group revenue of 2.14bn
Target profile
Leading designer and manufacturer of optical fiber-based lasers for use in materials processing applications Headquartered in Southampton, UK, SPI Lasers was admitted to trading on AIM on 26 October 2005 For the financial year ended 31 December 2007, SPI Lasers reported revenues of c. 13.0m (2006: 7.1m) Employs c. 170 people
September 9, 2008
TRUMPF intends to accelerate the growth of SPI Lasers, which will become a base for further development of its business in the field of fiber lasers
$50,000,000
The broad product portfolio of SPI Lasers in the fiber laser segment complements TRUMPFs existing product and technology platforms and creates a stronger combined industrial laser offering SPI Lasers strong existing sales and marketing channels will be a good addition to TRUMPFs worldwide distribution network, enabling both companies to achieve broader and deeper penetration of industrial laser markets The offer price represented a premium of c. 33% to the SPI closing price on the day prior to the announcement, and a premium of c. 29% to the average closing price for the six month period prior to the announcement Arma Partners was engaged to manage a sell-side process for the publicly listed SPI Lasers. There were no information leaks or substantial share price movements over a more than 6 month process Arma Partners organised a comprehensive due diligence process to address buyer concerns arising from the Companys well-publicised operational and financial difficulties in the prior year. The final valuation was based on the Companys strong technology and long term vision rather than past performance issues Arma Partners worked with the board and management in amending the terms of managements exit incentive scheme so as to deliver greater value to management for their exceptional contribution to the success of the transaction Arma Partners helped to successfully maximise shareholder value with an exit value of 2.1x trailing revenue. Shareholders fully supported the Offer, with 98.5% acceptances at the first closing date
Arma Partners acted as Rule 3 advisor to SPI Lasers plc
21
Case study: Anite Public Sector acquired by Northgate

Consideration: $108 million Offer: All-cash Engagement type: Public sell-side (divisional sale) Sector: Public sector IT software and services Arma role: Exclusive financial advisor to Anite plc
Acquirer profile
Northgate Information Solutions (wholly owned by Kohlberg Kravis Roberts & Co) provides specialist software, outsourcing and information technology services to the local government and public safety markets Northgate has approximately 4,500 large / medium customers and approximately 10,500 small / medium enterprise customers worldwide Headquartered in the UK, Northgate employs over 6,000 staff and operates in 46 countries across 5 continents
Target profile
Anites Public Sector business comprises two separate divisions: local government and SIS The local government unit is a market leader in providing solutions to certain areas of the UK local government, such as document management and social care. Its customer base includes 70% of UK local authorities The SIS unit is a supplier of secure information solutions to the police, home affairs, criminal justice and defence markets in the UK Anite Public Sector employs around 610 staff
August 1, 2008
The sale of Anite Public Sector marks another phase in Anites transformation to become the leading supplier of industry specific IT solutions in the wireless and travel sectors
$108,000,000
The disposal will provide liquidity to help fund some of the growth opportunities that Anite plc currently sees in its core markets The deal is part of KKRs roll-up strategy, aimed at positioning Northgate as the leading solutions provider to the UK public sector market The acquisition enables Northgate to deliver enhanced services to its local government clients and become the undisputed leading solutions provider in the revenue and benefits, housing, social care and document management markets

Arma Partners has a long-standing relationship with Anite plc; the disposal of Anite Public Sector is the fourth transaction on which Arma has acted as its exclusive financial advisor Arma Partners ran a full process, contacting European and US strategic partners as well as private equity firms Arma Partners spent time with the management teams of both divisions in order to fully understand the business and carefully position each division against a backdrop of a checkered past Despite the difficult market conditions, Arma Partners helped to maximise the value of the business, with proceeds to Anite being significantly above a recent sum of the parts valuation of the business by one of Anites brokers
Arma Partners acted as exclusive financial advisor to Anite plc
22
Case study: Micro Focus acquires NetManage

Consideration: $73 million Offer: Acquisition of all outstanding common stock for $7.20 per share Key metrics: 1.3x historic revenue, 2.1x historic maintenance revenue Engagement type: Public buy-side Sector: Enterprise software Arma role: Exclusive financial advisor to Micro Focus Intl. plc
Acquirer profile
With over 15,000 customers and one million licensed users, Micro Focus International plc (LSE: MCRO) (Micro Focus), a UK-based company, provides innovative software that helps companies to improve the business value of their enterprise applications Micro Focuss Application Modernisation solutions are employed by more than 70 of the Fortune Global 100 companies Micro Focus employs 550 staff
Target profile
NetManage, Inc. (NASDAQ: NETM) (NetManage) is a software company that provides the fastest way to transform legacy applications into new Web-based business solutions The companys products allow customers to access and leverage applications and data on a number of platforms including IBMcompatible mainframe computers, SAP, Oracle, UNIX, and Microsoft-based servers NetManage employs 215 staff
May 1, 2008
$73,000,000
NetManage will enhance Micro Focuss product portfolio and increase its footprint in the highly fragmented application modernisation market by providing additional scale for its development tools business The transaction will add incremental geographical presence in the important US market while also providing a platform to drive further European adoption of NetManages solution offering The acquisition is also earnings enhancing due to synergies from cost rationalisation, listing and compliance costs and back office overheads
has acquired
Arma Partners has a long-standing relationship with Micro Focus and was retained on this buy-side engagement after consistent positive contributions during strategic target search activities Arma Partners careful and balanced negotiation, bidding and timely responses were critical to secure the NetManage transaction at an attractive price on the back of a failed bid by Rocket Software The transaction has been widely applauded by industry observers as Micro Focuss management has demonstrated its ability to pursue accretive acquisitions and deliver strong growth and profitability in a difficult market environment the stock price has increased by c. 50% over six months since this acquisition
Arma Partners acted as financial advisor to Micro Focus International plc
23
Case study: freenet AG acquires debitel Group

Consideration: 1.63 billion Offer: Issuance of 32 million new freenet shares to the vendor, issuance of a 132.5m vendor loan, and assumption of debitels 1,135m banking facilities Key metrics: 6.4x EV / EBITDA (pro forma historical) Engagement type: Public buy-side Sector: Mobile services provider (MSP) Arma role: Financial advisor to freenet AG
Acquirer profile
With c. 11.7 million customers, freenet AG is one of Germanys leading telecommunications groups offering customers internet access (broadband & narrowband), fixed and mobile telephony, web hosting and portal services freenets mobilcom subsidiary is the #2 MSP in Germany with 5.7m subscribers and a broad offering of prepaid, postpaid and no frills mobile phone packages freenet AG employs c. 3,800 staff
Target profile
With c. 13.2 million customers, debitel Group is the leading MSP in Germany and the third largest overall mobile provider Together with its affiliated companies debitel Group has developed a Germany-wide distribution network with more than 6,000 points of sale as well as over 500 of its own shops debitel Group is controlled by Permira managed funds
April 27, 2008
The transaction marks a significant step in the long awaited consolidation of the German telecoms market and gives freenet a leading market position from which to participate further
1,628,000,000
The acquisition creates a German telecoms market leader with c. 5bn revenues, an adjusted EBITDA of c. 350m, and an extensive customer base of c. 19m subscribers The transaction positions freenet as the # 3 mobile player in the German market With c. 1,015 shops post transaction, freenet becomes one the largest network-independent distributors of telecoms products in Germany, able to sell multiple brands Substantial synergies are expected to be achieved from the integration of debitel and mobilcom, leading to significant EPS accretion Arma Partners has a longstanding relationship with freenet AG and has previously advised freenet on their acquisition of Tiscalis broadband and narrowband customers in Germany Arma Partners acted as lead advisor in the M&A portion of this transaction, driving the negotiation process, due diligence and the positioning of the equity story Arma Partners helped to prepare the press release, the equity analyst presentation, and the investor Q&A, which were key considering the complex freenet shareholder structure Arma Partners was also appointed by the supervisory board of freenet AG to provide an independent fairness opinion on its acquisition of debitel Group
has acquired
Arma Partners acted as financial advisor to freenet AG
24
Case study: Cape Clear acquired by Workday

Consideration: Undisclosed Offer: Undisclosed Key metrics: Undisclosed Engagement type: Private sell-side Sector: Infrastructure software / SaaS Arma role: Exclusive financial advisor to Cape Clear Software Inc.
Acquirer profile
Workday was founded in 2005 by Dave Duffield, former PeopleSoft founder and CEO, to deliver the next generation of on-demand enterprise business solutions Positioned as the on-demand alternative to ERP systems, Workdays products span Human Capital Management, Financial Management, Resource Management and Revenue Management Workday employs c. 200 staff
Target profile
Cape Clear is widely recognised as the market-leading independent Enterprise Service Bus (ESB) vendor Since its inception in 1999 by former IONA Founders and executives, Cape Clear has developed unique capabilities around multitenanted, multi-channel on-demand integration deployments Cape Clear was backed by Accel, Greylock, ACT Ventures and Interwest
February 6, 2008
Nearly 100% of Workday deployments were enabled through Cape Clears ESB, making Cape Clears on-demand integration capabilities core to Workdays go-forward strategy
Undisclosed
The acquisition enabled Workday to solve the single biggest hurdle to their growth ambitions by successfully addressing their customers integration challenges between Workdays on-demand solutions and the existing on-premise IT ecosystem. This has acted as a key differentiator for Workday vis--vis other on-demand application software providers The Cape Clear product also helps Workday effectively and profitably monetize the integration spend and capture a larger share of customer spending during new on-demand deployments

Cape Clear had received inbound expressions of interest due to its unique position as the leading independent provider of ESB technology and also an early pioneer of on-demand integration technology Arma Partners was brought in to manage a focused process involving a handful of buyers with minimal disruption to the core business The key challenge in the process was positioning Cape Clears value proposition uniquely for each of the potential buyers and maximizing valuation based on the individual strategic fit
Arma Partners acted as exclusive financial advisor to Cape Clear Software Inc.
25
Case study: Odyssey acquires Xeye

Consideration: Undisclosed Offer: Undisclosed Key metrics: Undisclosed Engagement type: Private buy-side Sector: Financial software Arma role: Exclusive financial advisor to Odyssey Financial Technologies S.A.
Acquirer profile
Leading provider of wealth and asset management software solutions to financial institutions Key customers include ABN Amro, Barclays, Deutsche Bank, Dresdner and UBS Odyssey is privately owned by management and venture capital investors The company was founded in 1995 and is based in Luxembourg
Target profile
Xeye is a provider of advanced solutions to top wealth management institutions in the North American market Xeye' clients range from wealth managers, s private banks and trusts to financial planners and broker dealers Xeye' core solution, WealthManager, is an s enterprise-grade, full Java Oracle SOA platform for the front-end wealth management market, with a strong position in the CRM / advisory retail brokerage arena
January 23, 2008
The combination expands Odyssey wealth-asset management platform and creates a sizeable North American operation, whilst Odyssey accelerates Xeyes entry into global markets
Undisclosed
The acquisition enlarges Odysseys CRM and advisory offer for the wealth management industry; Xeyes platform complements Odysseys strengths in the HNWI / private banking domain Xeyes acquisition is in-line with Odysseys objective of being the leading global provider of the wealth and asset management integrated front-office application desktop Xeyes customers will also be able to take advantage of a wider range of investment management components including workflow integration and reference data management
has acquired
Arma Partners was engaged by the Board of Odyssey to help them identify which of three shortlisted acquisition targets the company should engage with In conjunction with Arma, Odyssey identified a list of detailed acquisition criteria (the acquisition matrix) to evaluate the attractiveness of each acquisition target Arma negotiated upfront a detailed term sheet for the acquisition of Xeye by Odyssey, upon which Odyssey was granted exclusivity to pursue a transaction on the agreed terms Arma participated actively in the process from coordinating due diligence to assisting in the negotiation of the deal documentation
Arma Partners acted as the exclusive financial advisor to Odyssey Financial Technologies S.A.
26
Case study: GloNav acquired by NXP Semiconductors

Consideration: $110 million Offer: All-cash including up to $25m in cash earn-out Key metrics: Undisclosed Engagement type: Private sell-side Sector: Semiconductors Arma role: Exclusive financial advisor to GloNav Inc
Acquirer profile
NXP Semiconductors is a top 10 semiconductor company NXP was founded by Philips Electronics 50 years ago and spun off as a separate business in 2006. NXP is owned by a private equity consortium including KKR, Bain Capital, Apax, Silver Lake and AlpInvest NXP has a diverse revenue base with heavy focus on the consumer and wireless areas
Target profile
GloNav is a leading fabless semiconductor company developing GPS and other satellite navigation technologies and products Solutions enable high quality location functionality to be built into mobile phones and portable devices, including PDAs, digital cameras and music players GloNav was spun out of Ceva (NASD:CEVA) GloNav was backed by Atlantic Bridge Ventures
December 21, 2007
NXP believes GPS has the opportunity to reach the penetration levels of FM Radio and Bluetooth in wireless handsets and as part of its strategy to focus on wireless connectivity it has brought the technology in-house
$110,000,000
NXP will initially sell GloNavs solution on a standalone basis at the 90nm node but over time will migrate the solution into a combined connectivity chip at the 45nm node Long term the potential exists to integrate the GloNav GPS technology into the wireless baseband GloNavs strong IP position fits into NXPs heritage as an IP focused company NXPs large Tier 1 customer base significantly expands the potential market for GloNav

Arma Partners has been active in the wireless handset market and maintains relationships with the majority of the key buyers After the CSR-NordNav deal a wave of consolidation began in the GPS IC market. GloNav was approached by an IDM and at this stage Arma was brought to explore whether an attractive valuation could be achieved despite GloNav only being at product tape-out stage Together with the management team and investors Arma designed an accelerated process involving the major integrators in the space Arma was able to successfully create a competitive process which led to a strategic valuation being paid for an early stage company
Arma Partners acted as exclusive financial advisor to GloNav Inc
27
Case study: Fidessa acquires LatentZero

Consideration: $124 million Offer: All-cash Key metrics: 3.6x historic revenue Engagement type: Public buy-side Sector: Financial technology Arma role: Exclusive financial advisor to Fidessa (formerly royalblue group plc)
Acquirer profile
Founded in 1981, royalblue group plc (LSE: RYB), provider of Fidessa, posted revenues of 94.6m in 2006 and employs c. 850 people Fidessa provides trading functionality, market coverage, order management and execution capabilities to buy- and sell-side communities Headquartered in London with offices in New York, Tokyo, Hong Kong, Paris and Toronto, Fidessa serves over 10,000 users, and is used by over 85% of global, tier-one equity brokers around the world
Target profile
Formed in 1999, LatentZero supplies frontoffice software to the asset management industry, counting 9 of the worlds largest asset management firms amongst its 75 clients LatentZeros Capstone product is used by c. 4,000 portfolio managers, traders and compliance officers who rely on Capstone to manage assets in excess of $8 trillion With offices in London, Boston, New York and Paris, LatentZero employs around 170 staff
April 16, 2007
The acquisition provides integration of multi-asset buy-side and sell-side trading flows on a significant scale
$124,000,000
With the buy-side increasingly requiring sell-side style trading tools integrated into their investment and order management processes and the sell-side striving to deliver enhanced execution solutions, both Fidessa and LatentZero will be able to leverage the others services within their own customer base This transaction will enable LatentZero to accelerate its strategy of delivering connectivity services, market data and analytics to its customers as well as expanding its geographic reach, scale and support services
has acquired
Arma Partners was engaged by the Board of Fidessa to help negotiate a transaction and coordinate the due diligence process A detailed term sheet was negotiated upfront which facilitated discussions later in the process Due diligence involved both internal and external parties and needed to be carefully coordinated
Arma Partners acted as exclusive financial advisor to royalblue group plc
28
Case study: Software AG acquires webMethods

Consideration: $546 million Offer: All-cash, $9.15 per share (25.7% premium to previous close) Key metrics: 2.0x historic revenue Engagement type: Public buy-side Sector: Infrastructure software Arma role: Exclusive financial advisor to Software AG
Acquirer profile
Software AG (Frankfurt: SOW.GR): a global leader in mission-critical software infrastructure solutions based on open standards, with revenues of 483m in 2006 and a stated goal of exceeding 1bn in revenues by 2011 Listed on the Frankfurt Stock Exchange, Software AG has more than 35 years of global IT experience and had over 2,600 employees serving customers in 70 countries prior to this acquisition
Target profile
webMethods (NASDAQ: WEBM): a leading provider of business integration and optimization software, targeting Global 2000 customers and major government agencies Founded in 1996 and listed on NASDAQ, webMethods had revenues of $209m in 2006, employing over 800 staff and supporting 1,500 customers worldwide Forrester had rated webMethods integrationcentric BPM product as a Leader
April 5, 2007
$546,000,000
By creating an industry-leading Service Oriented Architecture (SOA) and Business Process Management (BPM) product portfolio with unmatched depth and breadth, this sector-changing acquisition propelled the combined company into the top three integration-related software providers worldwide The complementary nature of the product portfolio, customer base, geographic reach and verticalspecific expertise, coupled with Software AGs aggressive growth plans, made this a truly transformational acquisition for Software AG For webMethods, this transaction provided significant scale and the backing of a large, financially stable software house, enabling them to focus on driving further market leadership in their integration-centric BPM product line by leveraging the combined sales force and system integrator/reseller relationships Arma Partners has a long-standing relationship with Software AG and was retained to run this process after positive contributions during previous strategic target search exercises Through careful negotiation and bidding tactics, Arma Partners struck a fine balance to ensure that Software AGs bid was superior to others from several interested strategic buyers, yet at the same time ensured significant EPS accretion for the combined company The transaction has been widely applauded by industry observers, Software AGs stock price rose 8% on the day of announcement (creating over $200m of immediate shareholder value), and the acquisition was described by the 451 Group as the largest and arguably most significant deal yet across the whole SOA landscape The deal took less than two months from engagement to announcement date
has acquired
Arma Partners acted as exclusive financial advisor to Software AG
29
Case study: freenet.de AG acquires Tiscali Germany

Consideration: $39 million Offer: All-cash Key metrics: 0.7x historic revenue Engagement type: Public buy-side Sector: Internet services Arma role: Exclusive financial advisor to freenet.de AG
Acquirer profile
As an Internet service provider, freenet.de AG (FRA: FNT) offers narrowband Internet access, as well as broadband access. The Company' B2B segment offers a range of s value-added services and develops communications solutions for business customers. Its services include Voice over Internet Protocol (VoIP), e-commerce and hosting Headquartered in Germany, freenet AG has nearly 4,000 employees and had revenues of 2,057m in FY2006
Target profile
Tiscali S.p.A (BIT: TIS) is a leading provider of Internet and VoIP access and telephone services to German consumers and businesses The company also provides Web hosting, Web development and marketing services Tiscali has c. 380,000 active customers in Germany, of which approximately one third are broadband customers
January 31, 2007
This acquisition reinforced freenet' position as one of the largest competitive internet access s providers, particularly in DSL
$39,000,000
Tiscalis large number of narrowband as well as broadband subscribers fitted well with freenets existing customer base Tiscali did not have the scale or critical mass to continue to compete in Germany, as intensive competition took hold of the market This acquisition is inline with Tiscalis strategy of refocusing its operations and financial resources in markets with the highest potential for value creation, notably Italy and the UK
Arma Partners worked closely with freenet throughout the transaction; from the identification of the opportunity, through to the closing, working through all the facets of what was a relatively complex transaction
Arma Partners acted as exclusive financial advisor to freenet.de AG
30
Case study: NordNav acquired by CSR

Consideration: $75 million Offer: All-cash including up to $35m in cash earn-out Key metrics: c. 75x historic revenue Engagement type: Private sell-side Sector: Semiconductors Arma role: Exclusive financial advisor to NordNav Technologies
Acquirer profile
CSR (LSE: CSR) is a leading semiconductor company CSRs BlueCore features in over 60% of all qualified Bluetooth enabled products with industry leaders including Apple, Dell, IBM, Motorola, NEC, Nokia, Panasonic, Sharp, Sony and Toshiba CSR is headquartered in the UK, with offices in Japan, China, India, France, Denmark, Sweden and the US
Target profile
NordNav is a European company that develops and licenses satellite navigation receivers for GPS for the mobile and defence industries Solutions enable high quality location functionality to be built into mobile phones and portable devices, including PDAs, digital cameras and music players NordNavs software defined radio technology runs on a host processor and enables industry leaders TTFF and sensitivity
January 12, 2007
$75,000,000
The acquisition will allow CSR to provide a software-based high performance Global Positioning System suitable for mass-market mobile handsets, Personal Navigation Devices, PCs and other portable devices for an incremental price that falls to less than $1 of the overall bill of materials when used with CSRs Bluetooth CSR can leverage its strong Bluetooth customer base to bring the NordNav solution to a wide community of customers GPS functionality will help distinguish CSRs combined connectivity offering in a very competitive market As well as bringing a significant new product offering, the acquisition will provide CSR with additional research and development engineering talent NordNav was only at the stage of R&D revenue, but in a very attractive market Arma Partners worked with the team to emphasise the synergies NordNav could bring to CSR which would justify a strategic price Arma Partners was able to focus efforts on an accelerated process that led to the deal closing less than 4 months after the engagement began
Arma Partners acted as exclusive financial advisor to NordNav Technologies AB
31
Case study: Nemo acquired by Anite

Consideration: $124 million Offer: All-cash, including up to $15m in earnout Key metrics: 4.3x historic revenue Engagement type: Public sell-side (divisional sale) Sector: Telecom software Arma role: Exclusive financial advisor to Elektrobit Group plc
Acquirer profile
Anite (LSE: AIE) is an international IT company which provides software, systems integration, consultancy and managed services to the travel, telecoms, finance and public sector markets The company offers complete services including implementation, systems integration, maintenance and managed services Headquartered in the UK, the Group employs around 1,300 staff in ten countries across Europe, America, and Asia Pacific
Target profile
Nemo Technologies is the Network Test business of Helsinki-listed Elektrobit (HEL: EBG1V) Nemo develops, produces and sells softwarebased testing and monitoring solutions for the measurement and analysis of the quality of air interface between mobile terminals and radio access infrastructure Nemo employs 61 people in Finland, USA and Asia
November 3, 2006
The disposal of Nemo enables Elektrobit to focus on its core activities of R&D services for the automotive and smartphone markets
$124,000,000
a business unit of
The acquisition of Nemo will strengthen Anite' position in the wireless testing solutions sector, s helping the company to expand its geographical coverage, increase customer penetration and out its telecoms testing offerings at the core of its business The acquisition is expected to be accretive to Anite during its first full year of ownership (FY2008)
Arma Partners was engaged by Elektrobit to dispose of its Nemo Technology division and ran a restricted auction amongst likely industrial and private equity buyers Arma Partners introduced Anite to Nemo as part of this process Arma helped to maximise value for the business with an exit multiple of 4.3x historic revenue the highest exit multiple ever in the sector The share prices of both Elektrobit and Anite rose on announcement
Arma Partners acted as exclusive financial advisor to Electrobit Group plc
32
Case study: IGEFIs recapitalisation by Summit Partners

Consideration: Undisclosed Offer: Undisclosed Key metrics: Undisclosed Engagement type: Private sell-side (partial recap) Sector: Financial technology Arma role: Exclusive financial advisor to IGEFI S..r.l
Acquirer profile
Summit Partners is a private equity and venture capital firm with offices in Boston, Palo Alto, and London Formed in 1984, the firm has raised nearly $9 billion in capital in its private equity, venture capital, and subordinated debt funds Summit has provided financing to more than 280 companies, which have completed more than 100 public offerings, and in excess of 100 strategic mergers or sales
Target profile
Founded in 1995, IGEFI is one of the worlds leading software providers in the investment funds industry Built on the latest technology, IGEFIs industry-leading products, MultiFonds Fund Accounting and Transfer Agent, boast unparalleled functionality and scalability Headquartered in Luxembourg, the company today supports a blue-chip client base from its 20 global offices and employs more than 140 professionals worldwide
June 9, 2006
The transaction is part of Summit Partners'strategy to invest in growing, profitable software companies with a strong market position
Undisclosed
recapitalisation with equity investment by
The investment completes a partial recapitalisation that will position the company for the next stage in its growth, further improve its service to customers, and help execute its global expansion strategy
Arma Partners was engaged by the shareholders of IGEFI to evaluate the company' strategic s options 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 A highly focused approach, emphasising both the tangible and non-tangible aspects of the transaction, was put in place enabling shareholders to evaluate their alternatives All of the key points of the transaction were negotiated up-front in a detailed term sheet following a series of meetings with management
Arma Partners acted as exclusive financial advisor to IGEFI S..r.l
33
Case study: Kreatel acquired by Motorola

Consideration: $106 million Offer: All-cash Key metrics: Undisclosed Engagement type: Private sell-side Sector: IPTV Technology Arma role: Exclusive financial advisor to Kreatel Communications AB
Acquirer profile
Motorola (NASDAQ: MOT) is a Fortune 100 global communications leader that provides mobility products and solutions across broadband, embedded systems and wireless networks Operating through the three primary business units of Enterprise Mobility Solutions, Home & Networks Mobility and Mobile Devices, Motorola achieved sales of $35.2bn in 2005 Offices in America, Asia, Middle East, Africa and Europe and 66,000 employees
Target profile
Kreatel Communications AB is a leading developer of innovative Internet Protocol (IPTV) based digital set-tops, headquartered in Linkoping, Sweden Kreatel' Linux-based solution extends into s the application and middleware layers, allowing it to be used with a broad set of middleware solutions Customer base includes such major service providers as Telefonica, TeliaSonera, and KPN
January 17, 2006
Combining Motorola and Kreatel' strengths is attractive to green field video networks around the s world and provides a critical solution as service providers evolve their video networks in the future
$106,000,000
Kreatel brings in-depth experience developing and delivering IPTV set-top software and hardware solutions to European telecom operators and ISPs. Through Kreatel, Motorola gains immediate European Telco TV presence and traction with a number of large European customers who have previously deployed Kreatels set-tops

Arma Partners began advising the board and shareholders of Kreatel (mainly venture capital and private equity investors), on long term value options in 2004 Once Kreatel achieved significant momentum with key European telecoms customers, Arma Partners advised that the time was right to explore strategic options Arma Partners took the company to meet key US aggregators in the sector, in the fall of 2005 and orchestrated the successful sale to Motorola, following interest expressed by a number of parties
Arma Partners acted as exclusive financial advisor to Kreatel Communications AB
34
Case study: Inca acquired by Dainippon Screen

Consideration: $55 million Offer: All-cash Key metrics: Engagement type: Private sell-side Sector: Printing technology Arma role: Exclusive financial advisor to Inca Digital Printers Ltd
Acquirer profile
Dainippon Screen is a Japanese provider of semiconductor and component manufacturing equipment The company manufactures graphic arts equipment and offers services such as software development and research, development and sale of laser-related equipment Founded in 1943, Dainippon Screen has near to 5,000 employees with operations across Europe, North America and Asia
Target profile
Inca Digital Printers is a UK-based specialist wide-format digital inkjet printer manufacturer, with partners including Fujifilm Sericol and Sun Chemical A pioneer in its field, Inca launched Columbia Turbo in 2004 the worlds fastest production flatbed inkjet machine Formed in 2000 out of a spin-off of Cambridge Consultants, Inca employs 160 people and has offices in the UK and US
June 02, 2005
The acquisition expands Dainippon Screen' digital printing business and provides access to new s markets in industrial printing and packaging
$55,000,000
Inca' technology complements Dainippon Screens existing digital imaging and printing products s Combining Inca' expertise in wide format inkjet printing with Screen' experience in media s s technology, semiconductor and flat-panel display industries will further strengthen and grow both Inca and Dainippon Screen' businesses s

Arma Partners sector knowledge enabled us to position the company to maximise value (as a technology solutions provider rather than a hardware company) We provided support to the management team throughout the process and, in particular, we worked with management to build a financial model that could be shared with interested parties and coordinated a due diligence process involving multiple parties and advisors Despite a limited buyer universe and complicated partnership arrangements, Arma Partners was able to create and retain competitive tension throughout the process. At the end, we orchestrated a contract race which led to an increased bid and more attractive terms for Incas shareholders
Arma Partners acted as the exclusive financial advisor to Inca Digital Printers Ltd
35
Case study: Cirpack acquired by Thomson

Consideration: Undisclosed Offer: All-cash Key metrics: Undisclosed Engagement type: Private sell-side Sector: Telecom software Arma role: Exclusive financial advisor to Cirpack S.A.S
Acquirer profile
Thomson SA provides a range of video technologies, systems, finished products and services to customers in the media and entertainment industries The company has three core businesses; Systems, Services and Technology Listed on the Paris and New York Stock Exchange, Thomson operates in 30 countries and is actively growing markets in North America, Europe and Asia
Target profile
Cirpack addresses the voice management market. With a wide European customer base of over 45 telecom operators and Internet Service Providers (ISPs), the company has secured the largest share of the European softswitch market Created in 1998, Cirpack, a private company based near Paris, employs approximately 60 people and more than doubled its revenues between 2003 and 2004
April 21, 2005
Undisclosed
The acquisition will complement Thomson' existing offering in IP telephony, remote management s and access products and gateways for triple play services and will create synergies in terms of customer base, particularly with ISPs and Tier-1 European telecom operators and with telecom operators in North America and Asia Upon acquisition Cirpack will form part of Thomson' Access Platforms & Gateways Business Unit s within its Systems & Equipment Division The deal follows Thomsons acquisition of voice and data solution provider, Inventel in March 2005

Arma Partners was engaged to run a sell-side process for the company Positioning the companys technology and growth potential was key to this successful exit Arma Partners strong European presence allowed it to advise on this domestic French transaction, in a sector traditionally dominated by US aggregators
Arma Partners acted as exclusive financial advisor to Cirpack S.A.S
36
Case study: SESA acquired by TietoEnator

Consideration: $94 million Offer: All-cash Key metrics: 1.1x historic revenue Engagement type: Private sell-side Sector: IT Services Arma role: Exclusive financial advisor to S.E.S.A. AG
Acquirer profile
The Company is engaged primarily in the provision of consulting, development and hosting services for e-business Listed on the Helsinki and Stockholm Stock Exchange and Stockholsbrsen, TietoEnator has close to 16,000 employees and is operational internationally, with activities in more than 30 countries
Target profile
S.E.S.A. focuses on R&D services for telecom system vendors, similar to TietoEnators telecom R&D operation More than 70% of net sales come from the telecom industry, where the main customers are Siemens, Alcatel, Nortel, Nokia, Vodafone, Deutsche Telekom and Telecom Italia Founded in 1990 and headquartered near Frankfurt, the company has approximately 500 employees across Germany
December 20, 2004
The acquisition allowed TietoEnator to pursue two of its strategic goals, which were to increase its presence in Germany and further strengthen its leading role in European telecom R&D services
$94,000,000
S.E.S.A. AG provides a strong customer base, including Siemens and Alcatel, and allows TietoEnator to complement its existing close relationships with Ericsson and Nokia with a strong central European presence, especially in Germany S.E.S.A. also owns Axiome Technologies S.A. (France) with 120 employees near Paris and 49% of S.E.S.A. SpA in Italy with 80 employees S.E.S.A. was owned by funds managed by General Atlantic Partners L.L.C, management and other private investors

Arma Partners was engaged to advise S.E.S.A on its strategic options for building on its success in the context of rapid change in the telecoms R&D services market. Globalisation of services delivery and increasing penetration of standard-solution-based services present both challenges and opportunities for the whole sector Arma Partners helped the company and its shareholders to analyse, negotiate and compare alternative strategic options. The company and its shareholders chose to pursue the option of a transaction with TietoEnator, which strengthened S.E.S.A.s strategic base with its customers while also providing liquidity to shareholders Arma Partners initiated discussions with TietoEnator and introduced the parties, and then managed the process to signing in less than three months
Arma Partners acted as the exclusive financial advisor to S.E.S.A AG
37
Case study: Ubitrade acquired by GL Trade

Consideration: Undisclosed Offer: All cash Key metrics: Undisclosed Engagement type: Private sell-side Sector: Financial software Arma role: Exclusive financial advisor to Ubitrade SA
Acquirer profile
GL Trade (Bourse de Paris: GLTD.LN) provides electronic financial trading software for exchange connectivity, real-time multimarket trading, and office tools for trading professionals worldwide The company has over 1,000 staff located in 26 offices on five continents serving over 3,500 clients including 500 major international financial institutions Founded in 1987, GL Trade experienced turnover of 185m in their last fiscal year
Target profile
Ubitrade SA is a privately held company, leader in electronic trading and back office solutions for derivatives instruments Ubitrade services approximately 100 clients and employs 140 people based in Paris, London, Frankfurt, Chicago and Sydney, with a development centre in Tunisia The companys core products are Ubix and Tradix. It also has a distribution agreement with Fermat, a French risk management company
December 2, 2004
Undisclosed
This acquisition allows GL Trade to become the first market player to offer a fully integrated front to back office solution for the derivatives market; the full integration of the Ubitrade product range Ubix, Tradix and the distribution agreement with Fermat, will complete GL Trades front to back multiinstrument solution and increase its risk management expertise In addition, the acquisition strengthens GL Trades geographic reach, particularly in Germany and the US, provides GL Trade with an offshore R&D platform based in Tunisia and enhances its management team Ubitrade will gain a worldwide sales network which should accelerate the companys growth

Arma Partners worked closely with Unitrade in preparing for an exit following approaches that had been received Arma Partners helped the Company and its shareholders analyse its strategic options, negotiate an all-cash deal with GL Trade and complete a transaction in a short time frame
Arma Partners acted as the exclusive financial advisor to Ubitrade SA
38
Case study: Mosaic Software acquired by S1

Consideration: $52 million Offer: All-cash Key metrics: 2.6x historic revenue Engagement type: Private sell-side Sector: Financial software Arma role: Exclusive financial advisor to Mosaic Software Holdings Ltd
Acquirer profile
S1 Corporation (NASDAQ: SONE) provides Web-based front-office management and operations software to financial services customers such as Bank of America, Scotiabank and KBC S1 operates 29 offices in 15 countries, with approximately 1,300 employees worldwide
Target profile
Mosaic is a fast growing provider of electronic funds transfer and financial services transaction processing software The company has a staff of 190, including more than 100 software developers, in offices in the US, UK and Australia
November 8, 2004
$52,000,000
The transaction builds on S1s existing product portfolio with the addition of a leading financial transaction solution and an ATM channel for its existing customer base. Mosaic provides cross selling opportunities to a customer base of approximately 210 financial institutions and retailers in more than 40 countries, including Honda Federal Credit Union, Standard Bank South Africa, Mercantile Bank Limited, 7-Eleven and Marks and Spencer The transaction also gives S1 increased international presence, an enhanced customer base and enables the further development of its enterprise strategy With the acquisition of Mosaic, S1 is the only vendor in the financial services space that can enable institutions to extend multi-channel integration across all of their primary customer interaction channels

Arma Partners helped to successfully maximize value for Mosaics shareholders with an exit value of up to 2.6x historic revenue (based on published industry analyst expectations for CY2003 revenue) This valuation represents the highest recent exit multiple in the sector and a premium to the relevant trading multiples of the most comparable publicly traded companies Arma Partners also helped to increase the certainty of proceeds for Mosaics shareholders through the negotiation of a short earn-out period (c. six months from the closing of the transaction)
Arma Partners acted as the exclusive financial advisor to Mosaic Software Holdings Ltd
39
Case study: Dione acquired by Lipman

Consideration: $112 million Offer: All cash Key metrics: Undisclosed Engagement type: Private sell-side Sector: Payment technology Arma role: Exclusive financial advisor to Dione Plc
Acquirer profile
Lipman Electronic Engineering (NASDAQ: LPMA) design, develop and manufacture technologically advanced solutions for the electronic payment industry Customers include card issuing banks, credit card companies, credit and debit card processors, clearing houses, loyalty card operators, e-commerce companies, and independent sales organisations Headquartered in Israel, Lipman maintains eight offices globally
Target profile
Dione is a supplier of smart card-based payment systems with applications and managed services that help merchants improve margins and customer satisfaction Dione is one of the main suppliers in the smart card-based payment system market in the UK, and one of the top ten global providers of electronic solutions worldwide
October 4, 2004
The transaction is an important step in the consolidation of the payment systems market, and demonstrates the importance to key vendors of next-generation chip and pin payment technology
$112,000,000
Lipman is able to gain immediate entry into markets and geographies where it has historically not been strong, particularly providing new customer relationships and adding critical mass to their UK presence As a Lipman company, Dione is able to draw upon even greater geographical support for its global customers, an increased range of products and services, additional manufacturing resources and improved economies of scale

Arma Partners was able to successfully create a competitive process, which resulted in a significant increase in shareholder value compared to the initial proposal received The transaction was structured on a cash and debt-free basis, thereby maximising proceeds to Dione shareholders
Arma Partners acted as the exclusive financial advisor to Dione Plc
40
Case study: NXN Software acquired by Avid

Consideration: $44 million Offer: All-cash Key metrics: c. 6x revenue Engagement type: Private sell-side Sector: Digital media software Arma role: Exclusive financial advisor to NXN Software AG
Acquirer profile
Avid Technology (NASDAQ: AVID) provides digital nonlinear media creation, management and distribution solutions for film, video, audio, animation, games, and broadcast news professionals Avid also provides digital audio workstations, mixers, software, and a number of other products for the music market The company has nearly 3,000 employees
Target profile
NXN Software is the worlds leading provider of digital asset management systems for the entertainment and 3D-computer-graphics industries The company' products protect and manage s digital assets in professional computergraphics projects across industries. This includes digital production management, which combines digital asset management and project management, and offers productivity, workflow, and time-to-market improvements
January 26, 2004
NXNs market leading products NXN alienbrain VFX, NXN alienbrain Studio, and NXN alienbrain Engineer extend Avids current media asset management offerings with capabilities including infrastructure, configuration, project, and workflow management, as well as complete version control
$44,000,000
The acquisition is an important step for Avid to broaden its video editing offering and further gain access to customers such as Lucas Arts, Pixar and Sony Animation The acquisition expands Avids leadership in digital asset management by enabling the companys film and video postproduction, broadcast, and 3D animation customers to leverage the revolutionary workflow capabilities of the acclaimed NXN alienbrain product line

Arma Partners was engaged to run a sell-side process for the company Through careful positioning of the business, Arma Partners achieved a valuation that reflected the strong technology offering of NXN Software and the long term vision of the business rather than its past financial performance (the company had less than $10m in revenue and is loss- making) Arma Partners managed to increase the valuation of the business by over 40% and drove the process from its initiation to closing in less than 3 months
Arma Partners acted as the exclusive financial advisor to NXN Software AG
41
Case study: Apax Partners acquires Cartesis

Consideration: Undisclosed Offer: n/a Key metrics: n/a Engagement type: Buy-side Sector: Financial technology Arma role: Exclusive financial advisor to Apax Partners
Acquirer profile
Apax Partners is a private equity group, operating across Europe, Israel, India, US and Japan Founded 30 years ago, Apax Partners'Funds provide equity financing to companies at all stages of development across the retail, IT, telecommunications, healthcare, media and financial services industries Since 1995, c. 65 companies owned by Apax have listed, with a collective entry market capitalisation of over $35 billion
Target profile
Cartesis is a provider of business performance management (BPM) software The company' solutions enable complete s financial management such as budgeting, statutory consolidation, management reporting and shareholding management Cartesis maintains offices in Brussels, Frankfurt, London, Madrid, Paris and Tokyo and has over 1,300 clients including one in five of the Fortune Global 100 and 30% of the Financial Times European companies
December 23, 2003
The transaction provides Cartesis with the financial and strategic resources to continue strong growth and exploit the increasing market opportunity
Undisclosed
This divestiture of Cartesis from PwC will expand market opportunity to include those companies audited by PwC that originally were off limits to Cartesis due to Sarbanes-Oxley rules The investment is consistent with Apax Partners strategy of identifying high-quality companies with leading industry positions
and other investors have acquired

Arma Partners worked closely with Apaxs team to conduct due diligence on the target and negotiate the terms of the deal We also helped brief Apaxs co-investors, Advent, CDP Capital and Partech, when the financing of the deal was syndicated We leveraged our sector knowledge to proactively identify exit opportunities for Apax, including Business Objects who subsequently acquired Cartesis, giving Apax a very attractive return on their investment
Arma Partners acted as the exclusive financial advisor to Apax Partners
42
Case study: SUSE Linux AG acquired by Novell

Consideration: $210 million Offer: All-cash Key metrics: c. 7x revenue Engagement type: Private sell-side Sector: Open source software Arma role: Exclusive financial advisor to SUSE Linux AG
Acquirer profile
Novell (NASDAQ: NOVL) provides infrastructure components that work across multiple platforms and are designed to secure and connect personal computers in corporate networked environments Specific offerings include identity and access management products, resource management products, Open Enterprise Server, NetWare and Unix Novell has over 4,500 employees in 23 offices worldwide
Target profile
SUSE Linux is a market leader in Linux operating systems in Europe and the second largest provider worldwide Established 1992, SUSE Linux had revenues of 40m in 2002, employing 399 staff worldwide The company has won significant accounts against incumbent OS companies and is widely seen as the technology leader in Open Source OS
With the acquisition of SUSE, Novell could re-invent itself to become a leading Linux company
$210,000,000
European Technology Deal of the Year 2003
November 4, 2003
Novell expands its open source commitment and will become the first to offer comprehensive Linux solutions for the enterprise from the desktop to the server. Novell will be the only $1 billion software company with a Linux distribution In the two weeks following announcement, Novells market capitalization doubled

Arma Partners created fierce competitive tension around SUSE and ran an intense Dual Track process (fund-raising and trade sale) that took less than two months from its initiation to announcement The process was tailored to maximise value for SUSE shareholders. As a result, the final purchase price was in well in excess of 2x the initial proposals by interested parties, a great result considering the fact that SUSE was loss-making and the M&A environment very unfavourable This transaction is widely regarded as an industry-shaping deal which validates Open Source and helps to bring Linux deep into the enterprise In conjunction with this deal, IBM invested $50m in the form of convertible preferred stock into Novell
Arma Partners acted as exclusive financial advisor to SUSE Linux AG
43
London Palo Alto
www.armapartners.com

Corporate Overview: August 2009

Caricato da

Informazioni sul documento

Descrizione originale:

Titolo originale

Copyright

Formati disponibili

Condividi questo documento

Condividi o incorpora il documento

Opzioni di condivisione

Hai trovato utile questo documento?

Questo contenuto è inappropriato?

Copyright:

Formati disponibili

Corporate Overview: August 2009

Caricato da

Copyright:

Formati disponibili

Corporate Overview

Overview of Arma Partners Senior team members Selected case studies

Tel: +44 (0) 207 290 8100 http://www.armapartners.com

Tel: +1 650 328 8207

I. Overview of Arma Partners

About Arma Partners

Mergers & Acquisitions

Capital Markets Advisory

Meeting our clients requirements

Ability to maximise value

Analysis of available options

Armas sector focus

Software-asa-Service Web 2.0

Cloud Computing IMS / SIP

Internet & Web 2.0

Selected announced transactions

has been acquired by

has acquired the Application Testing / ASQ business of

Exclusive financial advisor to Software AG

Exclusive financial advisor to F-Secure Corporation

Exclusive financial advisor to freenet AG

Exclusive financial advisor to Micro Focus Intl plc

Exclusive financial advisor to Micro Focus Intl plc

Exclusive financial advisor to Snell & Wilcox Group

Enterprise Software Jan 09

Security Software Dec 08

Internet services Dec 08

Enterprise Software Sep 08

Enterprise Software Aug 08

Digital Media Apr 08

has been acquired by

has been acquired by

has been acquired by

Exclusive financial advisor to Danet Group

Exclusive financial advisor to Wayfinder Systems AB

Exclusive financial advisor to Micro Focus Intl plc

Financial and Rule 3 advisor to SPI Lasers plc

Exclusive financial advisor to Anite plc

Exclusive financial advisor to Micro Focus International plc

Mobility Software Feb 08

Enterprise Software Jan 08

Enterprise Software Apr 07

has been acquired by

has been acquired by

Lead financial advisor to freenet AG

Exclusive financial advisor to Cape Clear Software Inc.

Exclusive financial advisor to Odyssey Financial Technologies, S.A.

Exclusive financial advisor to GloNav, Inc.

Exclusive financial advisor to royalblue group plc

Exclusive financial advisor to Software AG

Selected announced transactions (contd)

recapitalisation with equity investment by

has been acquired by

has been acquired by

Exclusive financial advisor to freenet.de AG

Exclusive financial advisor to IGEFI S..r.l

Exclusive financial advisor to Kreatel Communications AB

Exclusive financial advisor to Inca Digital Printers Ltd

Internet Services Apr 05

Telecom Software Dec 04

Financial Software Nov 04

IPTV Technology Oct 04