August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire...

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August 2016 M&A MARLIN & ASSOCIATES MARKET UPDATE INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved Toronto Washington, D.C. San Francisco New York

Transcript of August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire...

Page 1: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

August 2016

M&AM A R L I N & A S S O C I A T E S

M A R K E TU P D A T E

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES

www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved

Toronto

Washington, D.C.

San Francisco

New York

Page 2: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

The report that follows is our latest update on m&a values and trends in the information technology universe. It’s all pointingup…

The US equity markets are now officially in the midst of the second longest continuous rise ever – and they just keep onticking. It’s been more than 2,700 calendar days since the 2009 bottom - without a 20% pull back. Can it continue? Can wesurpass the to 3,452 day bull market that ended with the tech market crash in 2000? Maybe we can – at least in the dozen+sectors of the information-technology industry that we follow and sometimes lead.

Every week, we talk to the CEOs, Board members, investors and others connected with a wide range of information-technology companies of all sizes, from startups to mega-billion dollar multi-national behemoths – and the funny thing is –most are totally pragmatic. Their businesses may not all be growing at huge rates. But most are solidly growing – andprofitable. It’s not 1999, when many savvy investors and owners recognized that the transaction values of many tech-relatedcompanies could not be justified by expected future cash flows. Then, it was all about limited supply and irrational demand.But now, most buyers and sellers are coming to agree on values that are rationally based. Yes, there are always those highprofile irrational Unicorn values (Theranos?) and a few the over-the top transaction values – often paid by firms that can wellafford the risk ($26 billion for LinkedIn? $3.2 billion for Jet.com? Really?) But they are the exceptions. Verizon’s $4.8 billionprice for Yahoo! is a better example. It’s a rational price for a perfect strategic fit. As you will see from the report that follows,top line growth, increasing profit and strong market positions are driving rational values in the information technology sector.And so far it shows no sign of abating. We’re keeping a sharp eye on it. Details on sector performance as well as on someof the more notable recent transactions are in the report that follows. A few of those transactions include:

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data,and related services. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been therecipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market FinancingAgent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions.

DEAR CLIENTS AND FRIENDS,

Sincerely,

• Verizon (NYSE:VZ) agreed to acquire Yahoo (NASDAG:YHOO) for $4.83bn,

• Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn,

• BM&FBovespa (BOVESPA:BVMF3) acquired a 10% stake in Bolsa de Valores de Colombia for MXN 39.8bn (~$2.1bn),

• AVG Technologies N.V. (NYSE:AVG) agreed to acquire AVAST for $1.5bn,

• MasterCard (NYSE:MA) agreed to acquire 92.4% of VocaLink for approximately $920mm (700 mm GBP),

• Thoma Bravo agreed to acquire Imprivata for

approximately $544mm,• Blackboard Inc. (Washington, D.C.) agreed to acquire

Higher One Holdings for $260mm,• Nuance Communications (NasdaqGS:NUAN) agreed to

acquire TouchCommerce for an implied enterprise value of $215mm,

• Evolent Health (NYSE:EVH) agreed to acquire Valence Health for approximately $145mm, and

• Oracle (NYSE:ORCL) agreed to acquire NetSuite (NYSE:N) at a 19.0% premium to the prior day’s trading price. The transaction valued NetSuite at an implied enterprise value of $8.7bn or 10.3x LTM revenue.

Rational expectations (mostly) continue driving info tech M&A values upward. Our August 2016 Market Update

Kenneth B. Marlin | Managing PartnerMarlin & Associates | www.marlinllc.com

P.S. The publication date on my book, The Marine Corps Way to Win on Wall Street is fast approaching. More info on it isHERE and my latest blog post is HERE.

Page 3: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

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Sector Comparison Snapshot

Sector Analyses

Application Software

B2B E-commerce & Marketing Technologies

Banking Software & Processors

Business Intelligence Software

Capital Markets Software & Services

Data & Analytics – Financial Services

Healthcare Information Software Systems

Information & Market Research

Insurance Technology

Payment Technology

Securities Exchanges

Security Software

Technology-Enabled Financial Institutions

Technology-Enabled Healthcare Services

Merger-and-Acquisition Activity Trends

MARLIN & ASSOCIATES MARKET UPDATE

AUGUST 2016

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Page 4: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 03

SECTOR COMPARISON SNAPSHOT:CURRENT REVENUE & EBITDA MULTIPLESEnterprise Value / 2015 Revenue

Enterprise Value / 2015 EBITDA

*Tech-enabled Financial Institutions multiples calculated using Market Cap / Revenue and Market Cap / EBT

0x 2x 4x 6x 8x 10x

Insurance Technology

Tech-enabled Healthcare Services

Capital Markets Software & Services

Tech-enabled Financial Institutions *

Information & Market Research

Business Intelligence Software

Payment Technology

Security Software

Healthcare Info Software

Banking Software & Processors

B2B E-commerce & Marketing Technologies

Application Software

Data & Analytics - Financial Services

Securities Exchanges

0x 5x 10x 15x 20x 25x 30x

Tech-enabled Financial Institutions *

Payment Technology

Business Intelligence Software

Security Software

Insurance Technology

Data & Analytics - Financial Services

Securities Exchanges

Tech-enabled Healthcare Services

Information & Market Research

Capital Markets Software & Services

Application Software

B2B E-commerce & Marketing Technologies

Banking Software & Processors

Healthcare Info Software

AUGUST 2016

Page 5: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Application Software

Public Market Data

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Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Oracle 173,928 162,159 4.3x 4.3x 10.7x 9.6x (3%) 0% 41% 45%SAP 105,115 109,742 4.7x 4.5x 17.2x 12.8x 18% 5% 27% 35%Salesforce 56,180 56,214 8.4x 6.8x na 34.9x 24% 25% 7% 19%Intuit 28,857 28,244 6.3x 5.9x 21.7x 15.9x 6% 8% 29% 37%Workday 16,212 14,646 12.6x 9.4x na na 48% 34% n/a 9%CA Technologies 14,380 13,692 3.4x 3.4x 11.1x 8.5x (7%) 0% 31% 40%Amdocs 8,796 7,671 2.1x 2.0x 11.1x 10.3x 1% 2% 19% 20%NetSuite 8,778 8,652 11.7x 9.0x na na 33% 30% n/a 8%Constellation Softw are 8,606 8,702 4.7x 4.1x 20.4x 16.2x 10% 15% 23% 25%Manhattan Associates 4,193 4,098 7.4x 6.7x 24.2x 19.2x 13% 11% 30% 35%NICE Systems 4,160 3,770 4.1x 3.8x 16.9x 13.4x 6% 8% 24% 28%Softw are AG 3,088 3,015 3.1x 3.0x 10.4x 9.7x 2% 2% 30% 31%Paycom Softw are 2,755 2,709 12.1x 8.4x 64.4x 36.3x 49% 43% 19% 23%Zendesk 2,737 2,483 11.9x 8.2x na na 64% 45% n/a n/aPaylocity 2,385 2,295 12.2x 8.9x na na 47% 37% n/a 11%

Trim Mean 20,297 20,280 7.3x 5.9x 16.6x 15.8x 20% 17% 26% 26%

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5 Year M&A Application Software Index vs. S&P 500, base = 100

M&A Application Software Index S&P 500

AUGUST 2016

Recent Activity

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/28/16Oracle (NYSE:ORCL) agreed to acquire NetSuite (NYSE:N) at a 19% premium to the prior day’s trading price. The transaction valued NetSuite at an implied enterprise value of $8.7bn or 10.3x LTM revenue.

7/27/16DTI (Atlanta, GA) agreed to acquire Epiq Systems (Nasdaq:EPIQ) at a 14.4% premium to the prior day’s trading price. The transaction valued Epiq at an implied enterprise value of $1bn or 1.9x LTM revenue and 12.8x LTM EBITDA.

7/25/16

Vena Solutions (Toronto, ON) raised $22.7mm in funding led by new investor CentanaGrowth Partners. Vena Solutions will use the proceeds to accelerate growth, invest in general operating capital in product development, partnerships, professional services and sales and marketing.

Page 6: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

B2B E-commerce & Marketing Technologies

Public Market Data

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[1] Shopify (SHOP) added to the index as of IPO 5/21/15

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5 Year M&A eCommerce Index[1] vs. S&P 500, base = 100

M&A eCommerce Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Mercadolibre 6,760 6,718 10.3x 8.9x 37.6x 37.6x 17% 16% 27% 24%Shopify 2,591 2,401 11.7x 6.9x na na 95% 69% na naHubSpot 1,908 1,801 9.9x 7.0x na na 57% 42% na naMarketo 1,562 1,474 7.0x 5.4x na na 40% 30% na naNeuStar 1,388 2,312 2.2x 1.9x 5.8x 4.2x 9% 17% 38% 45%Focus Technology 1,120 998 13.4x na nm na (3%) na 3% naChannelAdvisor 401 341 3.4x 3.0x na nm 18% 13% na 2%Mediagrif Interactive 204 216 3.9x 3.6x 11.4x 9.5x 2% 10% 34% 38%QuinStreet 165 125 0.4x 0.4x na 11.3x 3% 17% na 3%

Trim Mean 1,310 1,363 6.9x 4.6x 11.4x 10.4x 21% 23% 31% 22%Median 1,388 1,474 7.0x 4.5x 11.4x 10.4x 17% 17% 31% 24%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

AUGUST 2016

Recent Activity

Date Announced Acquirer(s) / Investor(s) Target / Issuer Description

7/21/16

Nuance Communications (NasdaqGS:NUAN) agreed to acquire TouchCommerce for an implied enterprise value of $215mm. The partnership will allow Nuance to deliver digital self-service solutions to large enterprise customers looking to increase customer satisfaction and agent efficiency.

7/19/16

Zenreach (San Francisco, CA) raised $30mm in series B funding from The Founders Fund. Zenreach will use the proceeds to grow to over 300 employees, open a new international office in Dublin, extend its product offering to new verticals, and expand internationally.

6/1/16

Salesforce (NYSE:CRM) agreed to acquire Demandware (NYSE:DWRE) for $2.9bn in cash (a 56% premium to prior day’s trading price). The transaction valued Demandware at an implied enterprise value of $2.7bn or 10.5x LTM revenue. Demandware provides enterprise-class commerce solutions that enable customers to develop and execute on complex digital commerce strategies.

Page 7: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Banking Software & Processors

Public Market Data

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[1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14

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5 Year M&A Banking Software Index[1] vs. S&P 500, base = 100

M&A Banking Software Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

FIS 26,165 36,640 5.6x 3.9x 21.7x 12.5x 3% 44% 26% 31%Fiserv 24,897 29,188 5.6x 5.3x 18.2x 15.1x 4% 6% 31% 35%Jack Henry & Associates 7,066 7,112 5.5x 5.1x 15.6x 14.8x 6% 7% 35% 35%Oracle Financial Services 4,704 4,295 7.1x 6.5x 17.0x 15.2x 5% 9% 42% 43%Temenos 4,445 4,734 8.7x 7.7x 40.0x 20.1x 16% 13% 22% 38%Ellie Mae 2,873 2,784 11.0x 8.1x 57.9x 27.4x 57% 35% 19% 30%ACI Worldw ide 2,288 2,970 2.8x 2.9x 17.0x 11.1x 3% (3%) 17% 26%Q2 Holdings 1,170 1,075 9.9x 7.3x nm nm 38% 36% na naBottomline Technologies 804 824 2.5x 2.4x 19.2x 11.3x 4% 4% 13% 21%Polaris Consulting & Services 289 234 0.8x nm 6.7x nm 0% na 12% naSw ord Group 250 208 1.4x 1.2x 9.3x 7.5x 18% 17% 15% 15%Microgen 161 160 3.8x 3.1x 15.1x 12.4x 7% 24% 25% 25%Gresham Computing 79 72 3.7x 3.2x 27.3x 14.4x 16% 15% 14% 22%

Trim Mean 4,450 4,871 5.1x 4.7x 20.1x 14.1x 11% 16% 21% 29%Median 2,288 2,784 5.5x 4.5x 17.6x 14.4x 6% 14% 20% 30%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Recent Activity

AUGUST 2016

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/20/16

Deposit Solutions (Hamburg, Germany) raised €15mm in an equity funding round including participation from existing investors Peter Thiel, FinLab, and e.ventures; and existing investors Greycroft Partners and Valar Ventures. The transaction was completed at a post-money valuation of €110mm.

7/7/16

DocuTech Corporation (Idaho Falls, ID) raised an undisclosed amount of funding from Serent Capital. DocuTech helps financial institutions create secure and compliant documents that integrate with loan and bank databases. Serent executives cited DocuTech’s strong leadership and product mix as key factors in their investment.

6/13/16

Better Mortgage (Milpitas, CA) raised $30mm in a Series A funding round that included Goldman Sachs, Pine Brook Partners, KCK Group, and IA Ventures. Better Mortgage plans to use the funding to continue technology development and expand its Better.com platform to 15 additional states by the end of 2016.

KCK Group

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Page 8: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Business Intelligence Software

Public Market Data

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[1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14

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5 Year M&A BI Index[1] vs. S&P 500, base = 100

M&A BI Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Splunk 8,298 7,275 10.9x 8.1x na nm 48% 34% na 9%Open Text 7,435 8,286 4.5x 4.2x 15.7x 12.1x (2%) 7% 29% 35%Tableau Softw are 4,224 3,390 5.2x 4.1x na 53.9x 58% 28% na 8%Qlik Technologies 2,866 2,484 4.1x 3.5x nm 29.5x 10% 17% 1% 12%Verint Systems 2,196 2,576 2.3x 2.3x 18.5x 9.1x 0% (1%) 12% 25%Microstrategy 2,015 1,465 2.8x 2.9x 9.9x 11.2x (9%) (4%) 28% 26%Talend 713 715 9.4x na na na 21% na na naHortonw orks 660 535 4.4x 2.8x na na 165% 57% na na

Trim Mean 3,242 2,984 5.1x 3.5x 15.7x 17.6x 23% 17% 20% 18%Median 2,531 2,530 4.5x 3.5x 15.7x 12.1x 16% 17% 20% 18%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Recent Activity

AUGUST 2016

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/29/16 IPO

Talend (Nasdaq: TLND) raised $94.5mm on its IPO implying a valuation of 8.8x LTM revenue. France-based Talend sells software that helps organizations organize their existing databases and information resources. It has more than 1,300 customers, including Air France, Citi, and General Electric.

6/7/16

Salesforce.com (NYSE:CRM) acquired EdgeSpring, an enterprise business intelligence and analytics startup, for an undisclosed sum. EdgeSpring had just come out of stealth the prior month, raising $11mm in Series A funding from Kleiner Perkins Caufield & Byers and Lightspeed Ventures.

5/3/16

Maana (Palo Alto, CA) raised $26mm in a Series B round led by Aramco Energy Ventures. Maana offers an advanced analytics platform that operationalizes big data insights into line-of-business applications. Existing investors GE Ventures, Chevron Technology Ventures, Intel Capital, and Frost Data Capital also participated in this round which brings the total funding to date to more than $40mm.

Page 9: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Capital Markets Software & Services

Public Market Data

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Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Broadridge 8,237 8,531 3.0x 2.4x 14.4x 12.7x 7% 26% 21% 19%SS&C Technologies 6,602 9,108 9.1x 6.1x 27.6x 14.5x 30% 50% 33% 42%IHS Markit 6,466 7,145 6.4x 2.6x 18.2x 7.4x 5% 147% 35% 35%DST 4,144 4,480 2.2x 2.6x 11.1x 11.6x (1%) (15%) 20% 23%Computershare 3,785 5,088 2.6x 2.5x 8.5x 9.7x (3%) 3% 31% 26%SimCorp 2,106 2,040 6.6x 6.3x 24.8x 26.5x 15% 4% 26% 24%Envestnet 1,628 1,881 4.5x 3.2x 37.2x 18.5x 21% 38% 12% 17%IRESS 1,392 1,533 5.6x 5.0x 22.4x 16.3x 10% 11% 25% 31%Fidessa group 1,222 1,135 2.9x 2.6x 17.1x 9.9x 7% 11% 17% 27%First Derivatives 609 629 4.4x 3.7x 33.5x 18.7x 39% 19% 13% 20%Linedata Services 331 352 1.8x 1.8x 7.3x 6.7x 9% 2% 25% 27%Cinnober 112 102 2.9x 2.5x 45.1x 43.7x 10% 17% 6% 6%StatPro Group 84 97 2.4x 2.1x 18.7x 15.4x (6%) 14% 13% 14%Brady 74 65 1.8x 1.6x nm 11.1x (12%) 11% 0% 15%Lombard Risk Management 29 24 0.8x 0.6x 19.4x na 6% 25% 4% na

Trim Mean 2,197 2,544 3.6x 3.0x 21.1x 14.4x 9% 18% 19% 23%Median 1,392 1,533 2.9x 2.6x 19.0x 13.6x 7% 14% 20% 23%

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M&A Capital Markets Index S&P 500

Recent Activity

AUGUST 2016

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/27/16

KCG (NYSE:KCG) agreed to acquire Neonet for an undisclosed sum. Stockholm-based Neonet provides algorithmic trading, smart order routing and sales trading in European equities. The acquisition comes as KCG seeks to expand its presence in Europe.

7/13/16

Unnamed investor, John Brynjolfsson and

OpenDoor Trading (Jersey City, NJ) raised $10mm in a funding round from an unnamed investor, John Brynjolfsson, and municipal broker-dealer Hartfield, Titus & Donnelly. The capital is expected to be used to further develop the platform which is due to be launched in the autumn.

6/30/16

TIAA (New York, NY) acquired MyVest for an undisclosed sum. MyVest provides customized wealth management services for financial institutions and will operate as a subsidiary of TIAA that focuses on emerging technologies. TIAA has collaborated with MyVest since 2009 to help provide customized discretionary investment and tax management services for individuals.

Page 10: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Data & Analytics – Financial Services

Public Market Data

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5 Year M&A Data & Analytics Financials Index vs. S&P 500, base = 100

M&A D&A Financial Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

S&P Global 32,591 35,772 6.7x 6.4x 16.2x 14.7x 5% 5% 42% 44%Thomson Reuters 32,047 40,649 3.3x 3.6x 15.7x 12.9x (3%) (8%) 21% 28%Moody's 20,757 22,365 6.4x 6.3x 14.1x 14.2x 5% 2% 46% 45%Experian 18,072 21,161 4.5x 4.6x 12.0x 13.3x (3%) (2%) 38% 35%Equifax 16,041 18,932 7.1x 6.0x 20.7x 17.1x 9% 18% 34% 35%Verisk Analytics 14,602 16,660 8.1x 8.3x 17.6x 16.3x 18% (3%) 46% 51%MSCI 8,336 9,512 8.8x 8.3x 19.7x 17.1x 8% 7% 45% 48%FactSet Research Systems 7,083 7,172 6.9x 6.2x 19.3x 17.5x 10% 12% 36% 36%CoStar Group 6,746 6,617 9.3x 7.9x nm 26.6x 24% 18% 13% 30%Dun & Bradstreet 4,731 6,100 3.7x 3.5x 14.2x 12.2x 3% 5% 26% 29%FICO 4,092 4,575 5.4x 5.2x 23.5x 21.1x 7% 4% 23% 25%Morningstar 3,662 3,491 4.4x 4.4x 13.7x 13.6x 4% 1% 32% 32%CoreLogic 3,624 5,104 3.3x 2.7x 15.8x 10.4x 9% 25% 21% 26%

Trim Mean 12,379 13,997 6.0x 5.7x 16.7x 15.5x 7% 6% 33% 35%Median 8,336 9,512 6.4x 6.0x 16.0x 14.7x 7% 5% 34% 35%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

AUGUST 2016

Recent Activity

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/18/16Moody’s (NYSE:MCO) acquired the remaining 49% stake in Korea Investors Service from NICE Infra for KRW 54bn (~$47.5mm), implying an enterprise value of $97mm. Korea Investors Service is a leading provider of domestic credit ratings in Korea.

7/5/16

Markets Media (New York, NY) agreed to acquire Traders Magazine from SourceMedia for an undisclosed sum. Traders Magazine provides a digital information and news service targeted towards institutional markets. The combined entity will have a reported audience of 135,000, comprised of 120,000 digital readers and 15,000 print readers.

7/5/16

Hale Global (Cambridge, MA), a private equity firm, agreed to acquire Market News International (“MNI”) from Deutsche Boerse for an undisclosed sum. MNI is a leading provider of macroeconomic and markets intelligence for global fixed income and FX market professionals. In 2015, MNI contributed less than 1% to Deutsche BoerseGroup’s net revenue.

Page 11: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Healthcare Information Software Systems

Public Market Data

10

[1] Benefitfocus added to the index as of IPO 9/18/13, Veeva added on 10/16/13, and Imprivata added on 6/24/14

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Cerner 21,464 21,418 4.9x 4.3x 17.8x 13.2x 31% 13% 28% 33%Veeva Systems 5,535 5,078 12.4x 9.8x 57.3x 36.6x 31% 26% 22% 27%athenahealth 5,018 5,179 5.6x 4.7x nm 22.0x 23% 19% 7% 21%Medidata 3,009 2,947 7.5x 6.4x nm 28.0x 17% 18% 10% 23%Inovalon 2,843 2,374 5.4x 5.0x 16.9x 17.5x 21% 8% 32% 29%Allscripts 2,638 4,120 3.0x 2.6x 36.6x 13.9x 1% 13% 8% 19%CompuGroup Medical 2,162 2,522 4.1x 4.0x 24.5x 17.5x 5% 4% 17% 23%HealthEquity 1,753 1,620 12.8x 9.2x 46.6x 27.2x 44% 39% 27% 34%The Advisory Board 1,694 2,245 2.9x 2.7x 21.9x 11.7x 34% 7% 13% 23%Benefitfocus 1,267 1,274 6.9x 5.4x nm na 35% 27% na naNantHeatlh 1,219 1,102 18.9x 7.1x nm na 72% 165% na na naQuality Systems 751 813 1.6x 1.6x 14.3x 8.9x 3% 2% 12% 18%Computer Programs & Systems 530 681 3.7x 2.5x 20.5x 15.0x (11%) 50% 18% 17%Imprivata 484 437 3.7x 3.2x nm na 23% 16% na na

Trim Mean 2,368 2,496 6.1x 4.8x 26.4x 18.4x 22% 20% 17% 24%Median 1,958 2,309 5.2x 4.5x 21.9x 17.5x 23% 17% 17% 23%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

10x

15x

20x

25x

30x

35x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

50

100

150

200

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

5 Year M&A HISS Index[1] vs. S&P 500, base = 100

M&A HISS Index S&P 500

Recent Activity

AUGUST 2016

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/23/16

Cambia Health Solutions (Portland, OR) made an undisclosed strategic investment in MDSave. Founded in 2011, MDSave is the first online healthcare marketplace that brings together patients and providers. The company leverages technology to simplify the billing process through negotiated rates, bundled pricing and up front payments. Before Cambia, MDSave had raised over $15mm, largely from MTS Health Investors.

7/14/16

TELUS Health (Montreal, Canada), a subsidiary of TELUS (TSX:T), agreed to acquire the Canadian business of Nightingale Informatix, for approximately $11.3mm. The acquisition includes Nightingale’s electronic medical record (EMR) software solutions and related assets that are currently used by 4,000 physicians in Canada. Nightingale sold its practice management business to Pulse Systems in October 2015.

7/13/16

Thoma Bravo agreed to acquire Imprivata for approximately $544mm, representing$19.25 in cash per share of Imprivata common stock (33% premium to prior closing price). Imprivata provides information technology security and identity solutions to the healthcare industry. Imprivata went public in June 2014 with shares priced at $15.00.

Page 12: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Information & Market Research

Public Market Data

11

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Reed Elsevier (RELX Group) 38,642 43,585 5.5x 4.9x 18.4x 13.8x 3% 12% 30% 35%Nielsen 19,563 27,436 4.4x 4.3x 18.3x 13.9x (2%) 3% 24% 31%Wolters Kluw er 12,497 14,564 3.1x 3.0x 11.7x 11.6x 15% 2% 26% 26%Pearson 9,528 10,109 1.7x 1.7x 10.8x 10.2x (2%) (0%) 16% 17%Gartner 8,367 8,870 4.1x 3.6x 25.1x 18.9x 7% 13% 16% 19%Informa 6,180 7,587 4.7x 4.3x 15.3x 13.3x 7% 9% 31% 32%UBM 3,956 4,018 3.9x 3.7x 15.2x 13.1x 40% 6% 26% 28%Euromoney Institutional Investor 1,706 1,657 3.1x 3.2x 7.6x 11.9x (1%) (2%) 41% 27%comScore 1,023 909 2.5x 1.8x 24.5x 7.4x 12% 41% 10% 24%Forrester Research 743 623 2.0x 1.9x 19.3x 16.3x 1% 5% 10% 12%

Trim Mean 7,853 9,394 3.5x 3.2x 16.7x 13.0x 5% 6% 22% 26%Median 7,274 8,228 3.5x 3.4x 16.8x 13.2x 5% 5% 25% 26%Maximum 38,642 43,585 5.5x 4.9x 25.1x 18.9x 40% 41% 41% 35%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

10x

12x

14x

16x

18x

20x

2.0x

2.5x

3.0x

3.5x

4.0x

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

AUGUST 2016

Recent Activity

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/19/16

Verisk Analytics (NasdaqGS:VRSK) agreed to acquire Greentech Media for an undisclosed sum. Greentech Media, which provides customers with data in solar power, energy storage and smart grids, will become part of the Wood Mackenzie unit, which Verisk Analytics acquired in March 2015 for $2.8bn.

7/11/16Intellectual Property & Science Business

Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn in cash. The business provides intellectual property and scientific information and decision support tools and includes Web of Science, Thomson CompuMark, Thomson Innovation, MarkMonitor, Thomson Reuters Cortellis and Thomson IP Manager.

7/7/16

WPP (LSE:WPP) acquired Conexance for an undisclosed sum. Conexance is a French provider of data on consumer behavior that uses a database of information from households and more than 500 contributing retailers to identify consumer behavior and attributes that are designed to be predictors of future purchases. The company had sales of €5.9mm ($6.5 mm) in 2015 and about 40 employees.

80

100

120

140

160

180

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

5 Year M&A Info & Mkt Research Index vs. S&P 500, base = 100

M&A Info & Mkt Research Index S&P 500

Page 13: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Insurance Technology

Public Market Data

12

[1] Connecture added to the index as of IPO 12/12/14

5x

10x

15x

20x

25x

0.0x

1.0x

2.0x

3.0x

4.0x

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

110

140

170

200

230

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

5 Year M&A Insurance Tech Index[1] vs. S&P 500, base = 100

M&A Insurance Tech Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Guidew ire Softw are 4,444 3,865 9.8x 8.9x nm 46.2x 7% 9% 5% 19%Ebix 1,776 1,932 7.3x 6.9x 19.8x 17.6x 24% 6% 37% 39%CorVel 893 857 1.7x nm 13.4x nm 1% na 13% naSapiens 636 548 3.0x 2.6x 19.2x 16.1x 18% 13% 15% 16%msg life 105 78 0.6x 0.6x 8.0x 6.3x 6% 1% 8% 10%Connecture 56 104 1.1x 1.0x 18.1x 8.5x 13% 9% 6% 12%

Trim Mean 853 860 3.3x 3.5x 16.9x 14.1x 11% 8% 10% 16%Median 764 703 2.3x 2.6x 18.1x 16.1x 10% 9% 10% 16%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Recent Activity

AUGUST 2016

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/20/16

LexisNexis Risk Solutions (Alpharetta, GA), part of RELX Group (LSE:REL), acquired Insurance Initiatives Ltd. (IIL) for an undisclosed sum. IIL provides a data distribution platform for Property & Casualty insurers in the UK, to help process and deliver information at the “point-of-quote”.

7/19/16

Solera (Westlake, TX) agreed to acquire Enservio from Bain Capital Ventures, Matrix Partners, and others. Enservio is the largest US-based provider of SaaS software to the property contents insurance sector. This is Solera’s first acquisition since being taken private by Vista Equity Partners in a deal announced in September 2015.

7/6/16EXL (Nasdaq:EXLS) acquired LISS Systems for an undisclosed sum. LISS provides the insurance industry with digital customer acquisition and policy administration solutions.

Page 14: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

PayPal 45,247 40,290 4.4x 3.7x 20.7x 14.6x 15% 17% 21% 26%FleetCor Technologies 14,341 16,589 9.7x 9.2x 19.6x 17.2x 42% 6% 50% 53%Vantiv 10,804 13,952 8.4x 7.4x 19.6x 15.5x 19% 12% 43% 48%Global Payments 10,523 14,503 5.1x 5.4x 23.6x 16.8x 6% (5%) 22% 32%Western Union 9,860 11,907 2.2x 2.2x 8.6x 8.9x (2%) (1%) 25% 24%Total System Services 9,400 12,490 4.5x 3.0x 18.7x 12.4x 14% 52% 24% 24%Wirecard 5,753 4,970 5.6x 4.4x 20.6x 14.7x 28% 25% 27% 30%Euronet Worldw ide 4,101 4,047 2.3x 2.1x 14.7x 11.5x 6% 11% 16% 18%WEX 3,640 4,593 5.4x 4.6x 15.4x 12.6x 27% 16% 35% 37%Blackhaw k Netw ork Holdings 1,953 2,222 1.2x 1.1x 13.8x 10.6x 25% 11% 9% 11%EVERTEC 1,290 1,902 5.1x 4.9x 12.8x 10.2x 3% 3% 40% 48%PayPoint 865 759 2.7x 2.8x 10.8x 10.1x (1%) (3%) 26% 28%Cass Information Systems 587 313 2.6x nm 8.9x nm 2% na 29% naSafeCharge 467 352 3.5x 3.1x 12.4x 9.5x 30% 15% 29% 32%Moneygram International 459 1,434 1.0x 0.9x 8.7x 5.3x (1%) 7% 12% 17%

Trim Mean 5,660 6,901 4.1x 3.7x 15.1x 12.3x 13% 10% 27% 30%Median 4,101 4,593 4.4x 3.4x 14.7x 11.9x 14% 11% 26% 29%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Payment Technology

Public Market Data

13

[1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

6x

8x

10x

12x

14x

16x

18x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

75

100

125

150

175

200

225

250

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

5 Year M&A Payment Tech Index[1] vs. S&P 500, base = 100

M&A Payment Tech Index S&P 500

Recent Activity

AUGUST 2016

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/25/16MasterCard Incorporated (NYSE:MA) agreed to acquire 92.4% of VocaLink for approx. $920mm (700 mm GBP). VocaLink is a global payments partner to banks, corporates and governments that designs, builds and operates world-class payment systems.

6/30/16

Blackboard Inc. (Washington, D.C.) agreed to acquire Higher One Holdings for $260mm, valuing the company at an implied 1.7x LTM revenue. Higher One provides technology-based payment processing and refund disbursement services to higher education institutions and their students in the United States.

6/29/16

Prepaid Card Services

Wirecard AG (XTRA:WDI) agreed to acquire Citi’s Institutional Prepaid Card Services. Citi Prepaid Card Services have launched over 2,500 client programs, associated with top companies and brands across the world, primarily in North America.

Page 15: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Securities Exchanges

Public Market Data

14

6x

9x

12x

15x

18x

4.0x

8.0x

12.0x

16.0x

20.0x

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

110

140

170

200

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

5 Year M&A Sec Exchanges Index vs. S&P 500, base = 100

M&A Sec Exchanges Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

CME Group 34,629 35,619 10.7x 10.0x 16.0x 14.4x 7% 7% 67% 69%IntercontinentalExchange (ICE) 31,704 38,043 11.4x 8.4x 17.9x 13.6x 8% 36% 64% 62%Hong Kong Exchange 29,947 28,619 17.3x 19.1x 24.2x 27.4x 31% (10%) 71% 70%Deutsche Börse Group 15,683 16,995 5.5x 6.1x 13.5x 11.2x 16% (10%) 41% 54%London Stock Exchange (LSE) 12,944 14,445 6.7x 7.2x 18.1x 14.4x 28% (8%) 37% 50%The Nasdaq OMX Group 11,902 15,034 7.9x 6.6x 13.7x 13.0x 13% 21% 58% 50%BM&F Bovespa 10,528 9,503 14.0x 13.0x 21.4x 19.5x 9% 7% 65% 67%Australian Exchange (ASX) 7,267 6,479 12.0x 11.5x 15.0x 15.0x 9% 4% 80% 77%Singapore Exchange (SGX) 6,030 5,377 8.7x 8.9x 16.1x 15.6x 18% (3%) 54% 57%CBOE 5,596 5,557 8.8x 8.5x 15.2x 15.3x 3% 3% 58% 56%TMX Group 2,419 3,066 5.3x 5.5x 10.5x 11.5x (4%) (4%) 50% 48%

Trim Mean 14,622 15,292 9.5x 8.9x 16.3x 14.7x 12% 2% 59% 59%Median 11,902 14,445 8.8x 8.5x 16.0x 14.4x 9% 3% 58% 57%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

AUGUST 2016

Recent Activity

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/7/16BM&FBovespa (BOVESPA:BVMF3) acquired a 10% stake in Bolsa de Valores de Colombia for MXN 39.8bn (~$2.1bn). BM&FBovespa will remain on the lookout for other acquisition opportunities that would allow it to expand its core business.

6/22/16Artisan Partners (Milwaukee, WI) acquired a 3.03% stake in Deutsche Boerse AG for an undisclosed sum. Deutsche Börse is in the midst of combining with London Stock Exchange, whose shareholders will vote on the proposed $30bn merger next month.

4/13/16

Erste Bank (WBAG:EBS) acquired a 2.3% stake in the Budapest Stock Exchange from the local arm of ING Bank for an undisclosed sum. Erste's move came amidst the Hungarian government’s plans to buy a 15% stake in Erste's Hungarian unit; the government regards state ownership a key to bank-sector and economic stability.

Page 16: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Security Software

Public Market Data

Recent Activity

15

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Check Point Softw are 13,440 12,113 7.4x 7.4x 14.9x 14.9x 9% 9% 50% 50%Symantec 12,667 9,753 1.6x 2.5x 5.0x 7.6x 32% (37%) 32% 33%Palo Alto Netw orks 11,492 10,907 9.5x 6.9x na 31.7x 56% 38% na 22%F5 Netw orks 8,298 7,487 3.8x 3.7x 12.6x 9.6x 9% 4% 31% 39%Fortinet 5,969 4,985 4.9x 3.9x nm 21.5x 31% 27% 6% 18%Proofpoint 3,157 3,101 11.7x 8.5x na nm 36% 37% na 7%FireEye 2,823 2,628 4.2x 3.3x na na 46% 27% na naCyberArk 2,018 1,781 11.1x 8.4x 50.8x 37.2x 56% 31% 22% 23%Imperva 1,516 1,260 5.4x 4.5x na na 43% 19% na naAVG Technologies 1,273 1,395 3.3x 3.2x 10.7x 8.5x 14% 3% 30% 37%Barracuda Netw orks 1,167 1,005 3.3x 2.9x nm 16.2x 16% 11% 1% 18%VASCO Data Security 665 529 2.2x 2.5x 9.7x 15.9x 20% (13%) 23% 16%mimecast 636 533 3.9x 3.3x 38.8x nm na 20% 10% 3%Axw ay Softw are 570 563 1.8x 1.6x 10.6x 10.0x 9% 9% 17% 16%Radw are 541 319 1.5x 1.5x 10.4x 16.0x (2%) (5%) 14% 10%Absolute Softw are 244 212 2.3x 2.4x 12.6x 20.5x (1%) (3%) 18% 12%Zix 220 200 3.6x 3.3x 19.8x 12.4x 9% 10% 18% 27%

Trim Mean 3,536 3,097 4.6x 4.0x 15.6x 16.1x 23% 12% 20% 21%Median 1,516 1,395 n 3.8x 3.3x 12.6x 15.9x 18% 10% 18% 18%

15x

20x

25x

30x

35x

40x

45x

50x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

60

100

140

180

220

260

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

5 Year M&A Security Index vs. S&P 500, base = 100

M&A Security Index S&P 500

AUGUST 2016

Date Announced Acquirer(s) / Investor(s) Target / Issuer Description

7/25/16

StackPath (Boston, Massachusetts) raised $180mm in a Series A funding round led by ABRY Partners. The company emerged from stealth announcing four significant acquisitions (MaxCDN, Fireblade, Cloak and Staminus) to launch a security-as-a-service platform.

7/7/16

AVG Technologies N.V. (NYSE:AVG) agreed to acquire AVAST for $1.5bn, valuing the company at an implied 3.4x LTM revenue and 11.3x LTM EBITDA. The combination of the two antivirus software firms will give Avast access to 250mm PC and Mac users, and 160mm mobile users.

7/6/16

Darktrace (Cambridge, UK) raised $65mm in a VC round led by KKR. Darktrace helps enterprises identify new, emerging threats within computer networks in real-time. Founded in 2013, Darktrace has grown rapidly to 300 employees and has achieved over 600% revenue growth in its latest financial year.

Page 17: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Technology-Enabled Financial Institutions

Public Market Data

16

6x

10x

14x

18x

22x

1.0x

2.0x

3.0x

4.0x

5.0x

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBT Multiples

Market Cap / LTM Revenue Market Cap / LTM EBT

60

100

140

180

220

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

5 Year M&A Fintech Sector Index vs. S&P 500, base = 100

M&A Tech-enabled Fin Institutions Index S&P 500

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin(USD millions) Cap CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Charles Schw ab 37,884 6.0x 5.1x 17.2x nm 10% 5% 35% 35%TD Ameritrade 16,121 5.0x 4.8x 12.6x 10.4x 11% 1% 41% 40%E*TRADE 6,972 3.8x 3.7x 11.6x nm 12% 4% 29% 33%MarketAxess 6,102 20.1x 16.5x 41.3x 29.7x 10% 16% 45% 49%IG Group 4,368 7.5x 6.8x 18.4x 14.5x 2% 4% 47% 41%BGC Partners 3,878 1.5x 1.4x nm 8.0x 3% 43% na naICAP 3,838 nm 2.4x nm 11.6x (10%) na 13% naInteractive Brokers Group 2,316 1.7x 1.5x 3.9x 2.2x 5% 13% 42% 43%LendingClub 1,813 4.2x 3.7x nm 32.6x 115% 104% na naTullett Prebon 1,121 1.1x 1.0x 9.0x 5.7x (13%) 13% 13% 12%Monex Group 714 1.4x 1.5x 10.1x nm (15%) 16% 12% 14%Investment Technology Group 554 0.9x 1.2x 4.6x nm 6% 14% 12% 19%FXCM 488 2.3x 2.3x 11.7x 10.2x (4%) (37%) 6% 19%On Deck Capital 366 2.0x 1.3x nm nm 141% 99% na naBinckBank 350 1.6x 2.1x 8.0x nm (6%) 1% 19% 20%GAIN Capital 329 0.8x 0.8x 8.0x 3.6x 34% 17% 15% 10%

Trim Mean 3,500 3.0x 2.8x 11.1x 11.7x 12% 19% 25% 28%Median 2,064 2.0x 2.2x 10.9x 10.3x 5% 13% 19% 27%

Recent Activity

AUGUST 2016

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/27/16

KCG (NYSE:KCG) agreed to acquire Neonet for an undisclosed sum. Stockholm-based Neonet provides algorithmic trading, smart order routing and sales trading in European equities. The acquisition comes as KCG seeks to expand its presence in Europe.

7/25/16

ETrade Financial (NASDAQ:ETFC) agreed to acquire Aperture New Holdings, parent company of OptionsHouse for $725mm. OptionsHouse is an online stock and option brokerage based in Chicago, Illinois. The deal is expected to boost ETrade’sderivatives capabilities, and will be accretive to earnings by 2018.

7/22/16Societe Generale Group (ENXTPA:GLE) acquired a stake in the share capital of TagPay, a French FinTech specialised in mobile digital banking. TagPay enables mobile security, payments, and other key banking needs.

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Technology-Enabled Healthcare Services

Public Market Data

17

AUGUST 2016

Recent Activity

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

7/20/16

Royal Philips (NYSE:PHG) agreed to acquire Wellcentive for an undisclosed sum. Wellcentive provides population health management solutions in the U.S. and will complement Philips existing telehealth, home monitoring, personal emergency response and health services capabilities. Wellcentive was backed by Noro-Moseley Partners, Summit Partners and Harbert Venture Partners.

7/13/16

Evolent Health (NYSE:EVH) agreed to acquire Valence Health for approximately $145mm. The purchase price consists of 5.84mm shares of Evolent Class A common stock, $35mm in cash and an earn out up to $50mm. Founded in 1996, Valence, provides value-based administration, population health and advisory services. Valence was backed by North Bridge Growth Equity, GE Ventures and others.

7/11/16

Teledoc (NYSE:TDOC) received a $25mm term loan and entered into a $25mm revolving line of credit with Silicon Valley Bank. Teledoc, with over 6,000 clients, is the first and largest telehealth platform in the U.S. Before going public in July 2015, Teledoc was backed by Trident Capital, Cardinal Partners, HLM Venture Partners, New Capital, KPCB and others.

Company Market Enterprise(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

McKesson 44,360 49,393 0.3x 0.2x 11.5x 9.6x 10% 6% 2% 3%WebMD 3,169 3,194 5.0x 4.5x 21.8x 14.0x 10% 11% 23% 32%Cotiviti 2,177 3,190 5.9x 5.3x 15.9x 14.1x 23% 11% 37% 38%Press Ganey 2,134 2,270 7.1x 6.2x nm 16.0x 13% 15% 9% 39%HMS Holdings 1,680 1,690 3.6x 3.4x 18.7x 13.8x 7% 5% 19% 25%Evolent Health 1,415 1,512 15.6x 6.6x nm n/a na 137% na n/aEmis 839 855 4.2x 3.9x 16.1x 12.6x 13% 7% 26% 31%HealthStream 777 638 3.1x 2.8x 25.2x 17.7x 22% 9% 12% 16%MINDBODY 698 625 6.2x 4.5x nm n/a 45% 36% na n/aTeladoc 675 594 7.7x 4.9x nm n/a 78% 58% na n/aHealthw ays 608 836 1.1x 1.3x 25.3x 9.8x 4% (15%) 4% 13%Vocera Communication 394 276 2.6x 2.3x nm n/a 9% 15% na 2%Castlight Health 372 246 3.3x 2.4x nm n/a 65% 34% na n/aEveryday Health 272 358 1.5x 1.4x 14.8x 7.9x 26% 11% 10% 18%Accretive Health 198 139 1.2x 0.7x nm n/a (44%) 79% na n/aCranew are 171 126 2.7x 2.4x 8.9x 7.5x 8% 15% 30% 31%

Trim Mean 1,343 1,397 3.9x 3.3x 17.7x 12.2x 19% 22% 19% 24%Median 777 836 3.4x 3.1x 16.1x 13.2x 13% 13% 19% 28%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

8x

12x

16x

20x

1.0x

2.0x

3.0x

4.0x

5.0x

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

60

100

140

180

Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16

5 Year M&A Tech-Enabled HCS Sector Index[1] vs. S&P 500, base = 100

M&A Tech-Enabled HCS Index S&P 500

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Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 18

MERGER AND ACQUISITION TRANSACTIONS

Software and Services Transaction Activity

Software and Services Transaction Multiples

0x

0.5x

1x

1.5x

2x

2.5x

3x

3.5x

0x

2x

4x

6x

8x

10x

12x

14x

16x

18x

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2014 2015 2016

EV /

Rev

enue

EV /

EBIT

DA

EV / EBITDA EV / Revenue

0.0

5.0

10.0

15.0

20.0

25.0

0

50

100

150

200

250

300

350

400

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2014 2015 2016

Aggr

egat

e Va

lue

($bn

)

Num

ber o

f Tra

nsac

tions

Number of Transactions Aggregate Value

AUGUST 2016

Page 20: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Note: Not a complete list

CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

19

has invested in

Marlin & Associates acted as strategic and financial advisor to Aquiline Capital

Partners.

Dublin, Ireland

New York, NY

has been acquired by

Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies Inc.

Windsor, CT

Boston, MA

has been acquired by

Marlin & Associates acted as exclusive strategic and financial advisor

to Alacra, Inc.

Pa lo A lto, CA

New York, NY

rece ived an investment from

Marlin & Associates acted as exclusive strategic and financial advisor

to Trunomi.

Campbell, CA Brentwood, TN

a portfolio company of

Marlin & Associates acted as strategic and financial advisor to Agilum Healthcare Intelligence.

has been acquired by

San Mateo, CA

Marlin & Associates acted asexclusive strategic and financial

advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan

We chose the Marlin team because they best understood our business and its fit in the overall market. Their consultative, strategic, hands-on approach guided us through a complex process and helped us avoid mistakes we undoubtedly would have made without their guidance and experience.”

Perry HarrisPresident, Varden Technologies

AUGUST 2016

Page 21: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

M&A Award USA TMT Advisory Firm of the Year (2012, 2015) – Acquisition International

• Financial Technology Deal of the Year (2012, 2011)• North America Small Mid Markets Corporate Deal of the Year (2013)• Corporate M&A Deal of the Year (2010)• Technologies Deal of the Year (2010)* Firm-wide Awards

• Boutique Investment Banking Firm of the Year (2014, 2015, 2016)*• Middle Market International Professional Services (B-to-B) Deal of the Year (2013)• Financial Services Deal of the Year (2013, 2012 and 2011)• Information Technology Deal of the Year (2011)• Middle Market Deal of the Year <$25M (2011)• Corporate and Strategic Acquisition of the Year (2011)• Middle Market Financial Services Deal of the Year (2011 and 2010)• Middle Market Information Technology Deal of the Year (2011 and 2010)• Middle Market International Financial Services Deal of the Year (2013 and 2010)• Middle Market International Information Technology Deal of the Year (2010)• Middle Market Financial Services Turnaround Deal of the Year (2009)• Middle Market Information Technology Turnaround Deal of the Year (2009)• Middle Market International Deal of the Year(2008)• Middle Market Financial Services Deal of the Year (2008)• Middle Market Technology Deal of the Year (2008)• Middle Market Investment Banking Firm of the Year (2008 and 2007)*• Middle Market International/Cross Border Deal of the Year (2007, Below $100M)• Middle Market Financial Services Deal of the Year (2007, Below $100M)• Middle Market Financing Agent of the Year – Equity (2007)*• Middle Market Computer and Information Technology Deal of the Year (2007)• Middle Market Financing Deal of the Year - Equity (2007)• Middle Market Financing - Financial Services Deal of the Year (2007)

PEER AND INDUSTRY GROUP RECOGNITION

Boutique Investment Banking Firm of the Year(2014, 2015, 2016) - The M&A Advisor

The M&A Advisor and The M&A Forum have recognized Marlin & Associates for excellence in multiple deal categories including:

The Global M&A Network has recognized Marlin & Associates for excellence in multiple deal categories through its M&A Atlas Awards:

TMT Advisory Firm of the Year (2015)

Boutique Investment Banking Firm of the

Year(2015)

– ACQ5 (Acquisition Finance

Magazine)

“We are always grateful to be recognized for our hard work, but we are more pleased that we areable to help our clients achieve the results that they seek.”

Ken MarlinFounder and Managing Partner

AUGUST 2016

Page 22: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Note: Not a complete list

Ken Marlin

Founder and Managing Partner of M&A• Twice named to II’s Tech 50• Member Market Data Hall of Fame• MD Veronis Suhler Stevenson• CEO of Telesphere Corporation • CEO of Telekurs (NA)• EVP Bridge Information systems• SVP at Dun & Bradstreet• BA from the University of California (Irvine)• MBA from UCLA, post-MBA from New

York University Jason Panzer

Chief Operating Officer of M&A• 20+ years of M&A experience advising

technology and PE firms, globally• VP Business Development at FactSet• M&A attorney of Skadden, Arps, Slate,Meagher and Flom

• CFO of JCF Group• MBA from Columbia Business School• J.D. from Fordham Law School• CFA Charterholder

Paul Friday

• 20+ years of investment banking experience

• Experience working with both large corporations and entrepreneurial technology-based companies

• Formerly at Robertson Stephens and PaineWebber (UBS)

• BS, Finance from Pennsylvania State University

• 18+ years of investment banking andprivate equity experience

• Named twice to Dealer’s Digest and recently M&A Advisor’s “40-Under-40”

• Founded Marlin & Associates with Ken Marlin

• Formerly at Veronis Suhler Stevenson, Morgan Stanley, and American International Group

• BS from Binghamton University

Tom Selby

• 12+ years of M&A experience • VP of Business Development at SunGard• Founder of software company sold to

SunGard • Started career designing trading software

for TD Bank• BaSC, Engineering from University of

Toronto

Jonathan Kaufman

• 15+ years of corporate finance experience

• Thought leader in Fintech• 8+ years in investment banking at UBS and Deutsche Bank

• BS from Union College• MBA from University of Virginia’s Darden

School of Business• Named to Deal’s Digest “40-Under-40”

George Beckerman

• 25+ years of investment banking/ strategic consulting

• Co-founder of MarketResearch.com• Advisor at Dun & Bradstreet, R.R. • Donnelly & Sons, and BDM• Executive positions in Washington • Post’s Legislate subsidiary and Thomson

Finacials’ legal research business• National Defense Education Fellow

at New York University’s GraduateSchool of Public AdministrationJeffrey Trongone

• 10+ years on Wall Street• Winner of M&A Advisor’s 2016 Emerging

Leaders Award• Previously with Scotia Capital and J.P.

Morgan• BS from Villanova University • CFA Charterholder

MARLIN AND ASSOCIATES: WHO WE ARE

OUR SENIOR TEAM BRINGS EXTENSIVE DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR CLIENTS

Michael Maxworthy

Paul Friday

21

AUGUST 2016

Page 23: August 2016€¦ · • Onex Corporation (TSX:OCX) and Baring Private Equity Asia agreed to acquire Thomson Reuters’ Intellectual Property & Science business for $3.55bn, • BM&FBovespa

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/29/16. These companies are a sampleof firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and medianmultiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

New York | San Francisco | Washington, D.C. | Toronto

www.MarlinLLC.com

22