m&a market u p d at e - marlin & associates · • checkmarx raised $84mm in funding from...

23
New York San Francisco Washington, D.C. Toronto July 2015 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

Upload: others

Post on 26-Sep-2020

2 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

New York

San Francisco

Washington, D.C.

Toronto

July 2015

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

M A R K E T

U 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

Page 2: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

• Cox Enterprises agreed to acquire Dealertrack Technologies

(NasdaqGS:TRAK) for $4.5bn;

• Credit Karma raised $175mm in a Series D funding round from

Tiger Global Management, Valinor Management and Viking

Global Investors at a post-money valuation of $3.5bn;

• NantHealth raised $200mm in a funding round from Allscripts

(Nasdaq:MDRX);

• LendInvest raised $40mm in funding from Beijing Kunlun Tech

Co – valuing the company at an implied enterprise value of

$200mm;

• Archer Capital agreed to acquire Dun & Bradstreet Australia

from Dun & Bradstreet for AUD 220mm (~$170mm); and

• Checkmarx raised $84mm in funding from Insight Venture

Partners.

Please join us in congratulating our San Francisco

partner, Jonathan Kaufman, who was recognized

as a 40 Under 40 Emerging Leader by the M&A

Advisor.

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 the recipient of numerous

awards including “Boutique Investment Bank of the Year,” “Middle-

Market Investment Bank of the Year,” "Middle-Market Financing

Agent of the Year – Equity," and “TMT Advisory Bank of the Year.”

Marlin & Associates' team of professionals has advised over 200

information-technology transactions.

Sincerely,

Kenneth B. Marlin

www.MarlinLLC.com

DEAR

CLIENTS AND FRIENDS,The attached report focuses on our current sense of the m&a values, activities and trends for the dozen plus sectors that we follow and

sometimes lead. It is a good report, values are strong. But I am worried – about Greece.

I am not worried about Greek clients, we do not have any. We have worked with information technology companies in 26 countries – but

we have never had a Greek client, buyer or investor for one of our clients. Italy, Ireland, India yes; but not Greece.

Personally, I feel bad for the Greek citizens but, from a business perspective, I am not directly affected by Greece’s economic problems,

although I know that they are huge. As I write, the news reports that Greece is about out of cash and that it owes creditors something like

$350 billion (about 175% of its GDP) which it can not possibly pay back – ever. Its banks are closed, ATM withdrawals are limited,

unemployment is over 25% and climbing, and people with brains or money are looking to get out. The ECB has stopped lending because

Greek leaders have declined to make cuts that will drive down the economy further, at least in the short run. But, from a purely business

perspective, Greece is a tiny country with 0.3% of the world’s GDP. There are plenty of small countries with problems: Iraq, Afghanistan,

and a lot of African countries have their own significant challenges. Besides, Greece’s problems are largely of its own making: its

politicians have been spending more than they should for decades, half the population is on the government payroll, corruption is

rampant, and tax evasion is a sport. 75% of government workers retire by 61 – some as young as 45.

I am worried because if Greece defaults, a 60-70% probability according to some, that can lead to flight from the Euro, an increase in

Russian influence in the Balkans, and perhaps contemplation of further defaults by Italy, Spain, and Portugal (all of which also have large

debt burdens). And that is not good for business.

Almost half of our buyers and investors come from Western Europe (the Eurozone) and a large portion of the rest are dependent on the

Eurozone for a large portion of revenues. An unstable Europe may cause many business leaders to hesitate to trade cash for the

uncertain promise of what is to come. I do not envy the task of Mario Draghi, head of the European Central Bank, but I certainly am

rooting for him to find a way to keep the Eurozone stable. Anything else is bad for a lot of folk around the world, including us…

Almost half of our buyers and investors

come from Western Europe (the

Eurozone) and a large portion of the rest

are dependent on the Eurozone for a large

portion of revenues. An unstable Europe

may cause many business leaders to

hesitate to trade cash for the uncertain

promise of what is to come.

Page 3: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

04

04

05

06

07

08

09

10

11

12

13

14

15

16

17

18

19

18

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

JULY 2015

02

Page 4: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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 MULTIPLES

Enterprise Value / 2014 Revenue

Enterprise Value / 2014 EBITDA

JULY 2015

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

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

Tech-enabled Healthcare Services

Insurance Technology

Capital Markets Software & Services

Information & Market Research

Banking Software & Processors

Payment Technology

Tech-enabled Financial Institutions *

Data & Analytics - Financial Services

Healthcare Info Software

Application Software

Security Software

Securities Exchanges

B2B E-commerce & Marketing Technologies

Business Intelligence Software

0x 5x 10x 15x 20x 25x 30x 35x

Insurance Technology

Banking Software & Processors

Securities Exchanges

Tech-enabled Financial Institutions *

Information & Market Research

Payment Technology

Data & Analytics - Financial Services

Capital Markets Software & Services

Tech-enabled Healthcare Services

Security Software

Application Software

B2B E-commerce & Marketing Technologies

Business Intelligence Software

Healthcare Info Software

Page 5: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

Recent Activity

04

JULY 2015

50

100

150

200

250

300

350

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

M&A Application Software Index S&P 500

5x

11x

17x

23x

29x

35x

1.5x

2.5x

3.5x

4.5x

5.5x

6.5x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue

(USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Oracle 179,859 167,884 4.3x 4.4x 9.9x 9.5x 3% (2%) 44% 46%

SAP 82,388 88,518 4.6x 4.0x 13.5x 11.7x 4% 16% 34% 34%

Intuit 28,417 26,832 5.9x 5.8x 19.2x 18.6x 11% 1% 31% 31%

CA Technologies 12,858 11,455 2.6x 2.9x 8.3x 7.2x (0%) (9%) 31% 40%

Amdocs 8,590 7,298 2.0x 2.0x 10.7x 9.7x 7% 2% 19% 21%

Constellation Softw are 8,230 8,359 5.0x 4.6x 34.2x 18.8x 38% 10% 15% 24%

Manhattan Associates 4,450 4,343 8.8x 7.9x 32.5x 26.1x 19% 11% 27% 30%

NICE Systems 3,874 3,581 3.5x 3.6x 18.9x 14.6x 7% (1%) 19% 25%

SolarWinds 3,561 3,321 7.7x 6.4x 24.3x 14.3x 28% 21% 32% 45%

Softw are AG 2,123 2,119 2.3x 2.2x 8.9x 8.0x (12%) 2% 25% 28%

Paycom Softw are 1,932 1,922 12.7x 9.3x na 52.6x 40% 36% 15% 18%

Paylocity 1,871 1,778 13.9x 10.5x na na 41% 33% n/a 5%

Zendesk 1,695 1,393 11.0x 7.2x na na 76% 53% n/a n/a

SciQuest 409 281 2.8x 2.6x 54.6x 13.4x 13% 6% 5% 19%

Trim Mean 13,333 13,410 5.9x 5.1x 19.1x 14.5x 18% 11% 25% 29%

Median 4,162 3,962 4.8x 4.5x 18.9x 13.9x 12% 8% 26% 28%

DateAnnounced

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

6/20/15Tieto (HLSE:TIE1V) agrees to acquire Software Innovation ASA for NOK 610mm

($78mm) in cash. The deal is expected to close during the third quarter of 2015.

6/10/15

Microsoft (NASDAQ:MSFT) acquires BlueStripe Software for an undisclosed sum.

BlueStripe will be integrated into Microsoft’s System Center and Operations

Management Suite.

5/20/15HgCapital (London, United Kingdom) acquires a majority stake in The Foundry

Visionmongers from The Carlyle Group for £200mm ($225mm). The Foundry will join

HgCapital’s Technology, Media & Telecommunications group.

Page 6: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

Recent Activity

05

JULY 2015

Company Market Enterprise

(USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

NetSuite 7,116 6,934 12.5x 9.5x na nm 34% 32% na 7%

Mercadolibre 6,257 6,177 11.1x 9.4x 33.0x 30.5x 18% 18% 34% 31%

Shopify 2,566 2,594 24.7x 16.2x na na 109% 52% na na

Demandw are 2,526 2,337 14.6x 10.0x na nm 51% 46% na 5%

Focus Technology 1,819 1,676 20.4x 14.7x nm nm (0%) 39% 4% 17%

Marketo 1,181 1,084 7.2x 5.2x na na 56% 39% na na

Constant Contact 968 789 2.4x 2.1x 21.2x 10.7x 16% 13% 11% 20%

ChannelAdvisor 298 237 2.8x 2.5x na na 25% 12% na na

QuinStreet 287 238 0.9x 0.8x na 15.8x (8%) 5% na 5%

Mediagrif Interactive 210 225 4.0x 3.9x 12.0x 9.7x 11% 3% 34% 40%

Speed Commerce 18 122 1.3x 0.8x 21.7x 9.1x (60%) 67% 6% 9%

Trim Mean 1,790 1,706 8.5x 6.5x 21.4x 12.1x 23% 28% 17% 15%

Median 1,181 1,084 7.2x 5.2x 21.4x 10.7x 18% 32% 11% 13%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

15x

20x

25x

30x

35x

40x

45x

50x

55x

60x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

280

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

M&A eCommerce Index S&P 500

Date Announced

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

6/8/15

Pivotal Software (Palo Alto, CA) acquires Quickstep Technologies for an undisclosed

sum. Quickstep's technology will be integrated into Pivotal HAWQ and Pivotal

Greenplum Database and is expected to improve SQL query execution performance

across the Pivotal Big Data Suite.

5/21/15 Public Investors

Shopify (NYSE:SHOP) sells 7.7mm shares in its initial public offering, raising a total of

$131mm at an implied market valuation of about $1.3bn. Shopify listed its shares on

the Toronto and New York stock exchanges. Shopify has raised $122mm prior to its

IPO.

5/14/15

Percolate Industries (New York, NY) raises $40mm in Series C funding round led by

Lightspeed Venture Partners and existing investors Sequoia Capital, GGV Capital,

First Round Capital and Lerer Hippeau Ventures. Percolate has raised $75mm in

funding to date.

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

Page 7: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

06

JULY 2015

Recent Activity

Company Market Enterprise EV / Revenue Revenue Growth EBITDA Margin Revenue

(USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Fiserv 18,857 22,413 4.2x 4.0x 12.6x 11.8x 5% 5% 33% 34%

FIS 17,922 22,750 3.5x 3.3x 11.3x 10.6x 3% 6% 31% 31%

Jack Henry & Associates 5,429 5,401 4.0x 3.7x 11.6x 10.5x 6% 9% 35% 35%

Oracle Financial Services 4,460 4,012 5.7x 4.7x 14.2x 11.5x 16% 22% 40% 41%

ACI Worldw ide 2,668 3,460 3.3x 3.1x 12.3x 11.4x 3% 6% 27% 27%

Temenos Group 2,372 2,778 5.3x 4.8x 15.4x 12.6x 12% 11% 34% 38%

Ellie Mae 1,674 1,602 7.1x 5.8x 31.6x 22.6x 40% 23% 22% 26%

Bottomline Technologies 1,011 1,027 3.0x 2.7x 14.5x n/a 7% 11% 20% n/a

Q2 Holdings 700 612 5.8x 4.5x n/a n/a 33% 29% n/a n/a

Polaris Financial Technology 253 221 0.7x 0.6x 5.7x 5.2x 0% 9% 12% 12%

Sw ord Group 234 193 1.3x 1.2x 8.3x 7.4x 12% 10% 16% 16%

Microgen 142 105 2.3x 2.2x 8.4x 8.3x 2% 1% 27% 27%

Gresham Computing 99 92 4.0x 3.5x 21.5x 15.8x 16% 14% 19% 22%

Trim Mean 3,351 3,802 3.9x 3.4x 13.0x 11.1x 11% 11% 26% 28%

Median 1,674 1,602 4.0x 3.5x 12.5x 11.4x 7% 10% 27% 27%

EV / EBITDA

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

10x

12x

14x

16x

18x

20x

2.0x

2.5x

3.0x

3.5x

4.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

280

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

M&A Banking Software Index S&P 500

DateAnnounced

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

6/25/15 Undisclosed

C2FO (Fairway, KS) raises $40mm in funding from undisclosed investors. The

company will issue common stock in the transaction. The company will use proceeds

to enhance it’s online marketplace for working capital needs.

6/23/15

Redknee (Ontario, Canada) agrees to acquire Orga Systems for $43mm. The

acquisition will be funded through available cash on hand. The acquisition is

anticipated to close in the fourth quarter of 2015.

6/15/15

LendInvest (London, United Kingdom) raises $40mm in funding from Beijing Kunlun

Tech Co., valuing the company at an implied enterprise value of $200mm. Pursuant to

the transaction, the investor will acquire a 20% stake in the company. The transaction

is subject to regulatory approval by the Chinese government.

Page 8: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

Recent Activity

07

JULY 2015

[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

8x

16x

24x

32x

40x

48x

56x

64x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Splunk 8,726 7,861 17.4x 12.8x na nm 49% 37% na 6%

Tableau Softw are 8,203 7,487 18.1x 12.1x nm nm 78% 50% 5% 10%

Informatica 5,207 4,708 4.5x 4.2x 24.1x 17.6x 11% 8% 19% 24%

Open Text 4,987 5,954 3.2x 3.3x 10.7x 10.7x 35% (3%) 30% 31%

Verint Systems 3,727 4,085 3.6x 3.3x 25.6x 13.5x 24% 8% 14% 25%

Qlik Technologies 3,191 2,910 5.2x 4.8x nm 47.5x 18% 9% 1% 10%

Microstrategy 1,948 1,556 2.7x 2.9x 39.0x 11.3x 1% (7%) 7% 25%

Hortonw orks 1,054 888 19.3x 9.1x na na 72% 112% na na

Trim Mean 4,544 4,450 8.7x 6.1x 24.8x 14.1x 35% 18% 11% 19%

Median 4,357 4,397 4.9x 4.5x 24.8x 13.5x 30% 9% 11% 24%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

6/18/15Tamr (Cambridge, MA) raises $25mm in Series B funding round led by new investors

Sinewave Ventures, Work-Bench Ventures, Hewlett Packard Ventures, Thomson

Reuters, MassMutual Ventures and existing investors.

6/10/15New and

existing investors

Guavus (San Mateo, CA) raises $30mm in funding round led by new and existing

investors. With the funding, Guavus plans to bolster its presence and offerings for

Communications Services Provider (CSP), Cable & Media customers world-wide.

6/9/15

Arcadia Data (Campbell, CA) raises $12mm in Series A funding round led by new

investor Mayfield Funds and returning investors Blumberg Capital and Intel Capital.

Arcadia plans to use the capital to expand its product portfolio, build a user

community, and help firms overcome hurdles to enterprise-wide adoption of big data.

Page 9: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

Recent Activity

08

JULY 2015

10x

12x

14x

16x

18x

20x

22x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

110

140

170

200

230

260

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

M&A Capital Markets Index S&P 500

Company Market Enterprise

(USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Broadridge 6,251 6,570 2.5x 2.4x 12.6x 10.7x 5% 5% 20% 22%

SS&C Technologies 5,529 6,035 7.9x 7.1x 20.2x 17.0x 8% 11% 39% 42%

Computershare 4,901 6,137 3.1x 3.1x 13.0x 11.0x (1%) (1%) 24% 28%

Markit 4,901 5,162 4.8x 4.7x 12.4x 11.4x 12% 3% 39% 41%

DST 4,737 4,848 2.4x 2.4x 11.4x 10.5x 4% (1%) 21% 23%

Advent Softw are 2,436 2,613 6.6x 6.2x 25.4x 18.7x 4% 6% 26% 33%

SimCorp 1,625 1,597 5.9x 5.3x 22.9x 19.4x 7% 13% 26% 27%

Envestnet 1,509 1,446 4.1x 3.4x 37.1x 19.1x 44% 20% 11% 18%

Fidessa group 1,362 1,243 2.9x 2.7x 15.8x 11.6x (1%) 7% 18% 23%

IRESS 1,209 1,297 5.1x 4.8x 19.2x 15.5x 31% 6% 27% 31%

First Derivatives 505 530 4.3x 3.3x 34.9x 16.5x 17% 29% 12% 20%

Linedata Services 213 258 1.5x 1.4x 6.4x 5.6x (1%) 7% 23% 24%

Brady 134 119 2.4x 2.3x 17.9x 11.7x 6% 6% 14% 20%

StatPro Group 84 80 1.6x 1.6x 11.7x 10.8x (1%) 1% 14% 14%

Lombard Risk Management 50 47 1.4x 1.3x 7.0x 5.0x 19% 6% 19% 26%

Cinnober 46 40 1.2x 1.2x na 54.7x (7%) 5% na 2%

Trim Mean 2,085 2,244 3.5x 3.2x 17.3x 13.5x 8% 7% 22% 25%

Median 1,436 1,372 3.0x 2.9x 15.8x 11.6x 5% 6% 21% 24%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

6/3/15

Options Technology (Wimbledon Village, United Kingdom) acquires Jake Roy Pillar

for an undisclosed sum. The technology consultancy will form an additional business

unit within Options called Options Advisory and will allow Options to provide clients

currently leveraging their portfolio of products with direct access to a professional

consultancy team.

6/2/15

Markit (NASDAQ:MRKT) acquires Information Mosaic for an undisclosed sum. The

combination of deep domain expertise, data and technology assets created by this

acquisition will position Markit as a leading provider of end to end corporate actions

services. Marlin & Associates acted as exclusive strategic and financial advisor to

Information Mosaic.

5/28/15

Keensight Capital (Paris, France) invests an undisclosed amount in smartTrade

Technologies. The company fits Keensight’s investment strategy, focused on

profitable European companies experiencing strong growth.

Page 10: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

09

JULY 2015

Recent Activity

80

120

160

200

240

280

320

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

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

8x

10x

12x

14x

16x

2.0x

3.0x

4.0x

5.0x

6.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise

(USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Thomson Reuters 30,181 38,177 3.0x 3.1x 14.0x 11.0x (1%) (2%) 22% 28%

McGraw Hill Financial 27,754 28,602 5.7x 5.4x 14.7x 13.1x 7% 6% 39% 41%

Moody's 22,294 23,598 7.1x 6.7x 15.4x 14.4x 12% 6% 46% 46%

Experian 17,879 21,152 4.4x 4.4x 12.3x 12.4x (0%) (2%) 36% 36%

Equifax 11,816 13,287 5.5x 5.1x 15.6x 14.5x 6% 8% 35% 35%

Verisk Analytics 11,749 12,899 7.4x 6.2x 16.3x 13.1x 9% 19% 45% 47%

MSCI 6,987 7,250 7.3x 6.7x 17.6x 15.9x 9% 8% 41% 42%

FactSet Research Systems 6,874 6,726 7.2x 6.5x 19.7x 17.6x 8% 10% 36% 37%

CoStar Group 6,406 6,245 10.8x 8.8x 40.5x 54.3x 31% 23% 27% 16%

Dun & Bradstreet 4,441 5,798 3.4x 3.3x 12.4x 11.0x 2% 5% 28% 30%

CoreLogic 3,616 4,722 3.4x 3.1x 16.3x 11.5x 0% 7% 21% 27%

Morningstar 3,540 3,344 4.4x 4.1x 15.2x 13.4x 9% 6% 29% 31%

FICO 2,946 3,517 4.4x 4.1x 19.0x 14.8x 8% 7% 23% 28%

Veda Group 1,434 1,604 6.6x 5.9x 17.8x 13.8x 11% 11% 37% 43%

Trim Mean 10,525 11,428 5.6x 5.1x 16.2x 13.8x 7% 8% 33% 35%

Median 6,930 6,988 5.6x 5.2x 16.0x 13.6x 8% 7% 35% 35%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

6/23/15Valinor Management

Credit Karma (San Francisco, CA) raises $175mm in Series D funding round from

Tiger Global Management, Valinor Management and Viking Global Investors at a

post-money valuation of $3.5bn. The company has raised $369mm to date and is

rumored to be planning an IPO in the next eighteen months.

6/11/15

Australian and New

Zealand Business

Archer Capital (Sydney, Australia) agrees to acquire Dun & Bradstreet’s Australian

and New Zealand Business from Dun & Bradstreet for AUD 220mm (USD $170mm).

Archer Capital's newly formed Credit Data Solutions will become a partner within Dun

& Bradstreet’s Worldwide Network enabling Dun & Bradstreet to continue to provide

solutions in the region.

6/2/15

eVestment (Marietta, GA) acquires TopQ Software for an undisclosed sum. The

acquisition marks eVestment’s entry into the private equity and venture capital arena.

eVestment also announced the pending launch of a new and expansive private equity

dataset planned for the second half of 2015.

Page 11: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

Recent Activity

10

JULY 2015

[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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Cerner 24,286 24,228 7.3x 5.1x 25.2x 16.2x na 17% 43% 29% 32%

athenahealth 4,386 4,591 6.1x 5.0x nm 27.6x na 26% 22% 8% 18%

Veeva Systems 4,057 3,628 11.6x 9.1x 49.6x 30.9x na 49% 27% 23% 30%

Inovalon 3,875 3,377 9.3x 7.7x 25.9x 20.9x na 22% 21% 36% 37%

Medidata 3,023 2,970 8.9x 7.4x nm 31.6x na 21% 20% 11% 23%

Allscripts 2,470 2,954 2.1x 2.1x 51.9x 12.6x na 0% 2% 4% 17%

The Advisory Board 2,237 2,724 4.7x 3.5x 54.6x 15.6x na 16% 35% 9% 22%

HealthEquity 1,852 1,737 19.8x 14.1x nm 46.1x na 42% 40% 26% 31%

CompuGroup Medical 1,731 2,089 3.6x 3.4x 27.4x 15.5x na 12% 5% 13% 22%

Benefitfocus 1,173 1,111 8.1x 6.4x nm na na 31% 27% na na

Quality Systems 1,010 879 1.8x 1.7x 20.4x 11.5x na 8% 9% 9% 15%

Computer Programs & Systems 590 550 2.7x 2.8x 10.3x 11.4x na 2% (4%) 26% 25%

Merge 464 718 3.4x 2.9x 20.0x 13.8x na (8%) 17% 17% 21%

Imprivata 389 315 3.2x 2.5x nm na na 36% 29% na na

Trim Mean 2,239 2,277 5.9x 4.8x 31.5x 19.6x 19% 21% 17% 24%

Median 2,044 2,407 5.4x 4.2x 25.9x 15.9x 19% 22% 15% 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

8.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

280

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

M&A HISS Index S&P 500

DateAnnounced

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

6/30/15

NantHealth (Culver City, CA) raises $200mm in a funding round from Allscripts.

Allscripts now holds a 10% equity stake in NantHealth, a provider of genomic and

protein-based molecular diagnostics. As part of this partnership, NantCapital (the

personal investment vehicle for NantHealth founder, Dr. Patrick Soon-Shiong) made a

$100mm investment in Allscripts.

6/24/15

Arcadia Healthcare Solutions (Burlington, MA) acquires Sage Technologies for an

undisclosed sum. Arcadia provides EHR data aggregation and analytics technology

and Sage Technologies is a managed services and ACO implementation provider.

The acquisition is being funded by existing and new investors, led by Peloton Equity.

5/29/15

Aledade (Bethesda, MD) raises $30mm in Series B funding round led by ARCH

Venture Partners and included participation from Series A investor Venrock and seven

others. The company provides services to primary care physicians to form and

operate accountable care organizations (ACOs), and has raised $35mm in total

(including this round).

Page 12: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

Recent Activity

11

JULY 2015

10x

12x

14x

16x

18x

2.0x

2.5x

3.0x

3.5x

4.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

180

200

220

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

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

Company Market Enterprise

(USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Reed Elsevier (RELX Group) 35,077 40,465 4.5x 4.3x 15.2x 12.7x (4%) 4% 30% 34%

Nielsen 16,805 23,894 3.8x 3.8x 15.6x 12.8x 10% (1%) 24% 30%

Pearson 15,279 16,279 2.1x 2.0x 15.1x 10.9x (4%) 6% 14% 19%

IHS 8,890 10,793 4.8x 4.6x 21.1x 14.7x 21% 4% 23% 32%

Wolters Kluw er 8,848 10,941 2.7x 2.4x 11.0x 9.7x 3% 11% 25% 25%

Gartner 7,529 7,913 3.9x 3.6x 23.3x 18.9x 13% 8% 17% 19%

Informa 5,227 6,595 3.7x 3.5x 12.4x 11.0x 1% 8% 30% 31%

UBM 3,377 4,224 3.6x 2.7x 15.3x 10.5x (6%) 32% 24% 26%

Euromoney Institutional Investor 2,400 2,376 3.7x 3.6x 11.9x 12.6x (0%) 4% 31% 28%

comScore 1,800 1,786 5.4x 4.8x nm 19.6x 15% 14% 7% 24%

Forrester Research 650 536 1.7x 1.6x 17.0x 17.1x 5% 5% 10% 10%

Trim Mean 7,795 9,422 3.7x 3.4x 15.4x 13.5x 4% 7% 22% 26%

Median 7,529 7,913 3.7x 3.6x 15.2x 12.7x 3% 6% 24% 26%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

6/15/15Cox Enterprises (Atlanta, GA), owner of Kelley Blue Book and Autotrader, agrees to

acquire Dealertrack Technologies for $4.5bn, valuing the company at an implied 4.7x

LTM revenue and 36.1x LTM EBITDA.

6/10/15

Information Resources (Chicago, IL) acquires a majority stake in GIRA Foodservice

for an undisclosed sum. GIRA Foodservice is a leading provider of information on the

European out-of-home food markets. The new investment and alliance will enable

Information Resources to expand its channel coverage in the sector.

5/27/15

Nielsen (NYSE:NLSN) acquires Innerscope Research for an undisclosed sum.

Innerscope uses biometrics to measure subconscious emotional responses to media

and market. The acquisition is Nielsen’s second neuroscience deal after they acquired

NeuroFocus in 2011.

Page 13: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

Recent Activity

12

JULY 2015

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

Company Market Enterprise

(USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Guidew ire Softw are 3,724 3,174 8.6x 8.1x nm 51.4x 17% 6% 9% 16%

Solera Holdings 3,009 5,323 4.9x 4.6x 12.8x 11.5x 23% 6% 38% 40%

Ebix 1,172 1,282 6.0x 5.0x 16.2x 13.7x 5% 19% 37% 37%

CorVel 657 631 1.3x 1.2x 9.5x nm 4% 4% 14% na

Innovation Group 587 503 1.5x 1.4x 8.5x 7.3x 6% 11% 18% 19%

Sapiens 508 454 2.9x 2.6x 24.3x 18.1x 16% 12% 12% 14%

Connecture 229 261 3.1x 2.5x nm 25.0x 45% 22% na 10%

msg life 68 41 0.4x 0.4x 5.5x 4.6x (21%) 1% 6% 8%

Trim Mean 1,027 1,051 3.3x 2.9x 11.8x 15.1x 12% 10% 18% 19%

Median 622 567 3.0x 2.6x 11.1x 13.7x 11% 8% 14% 16%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

8x

9x

10x

11x

12x

13x

14x

15x

16x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

100

120

140

160

180

200

220

240

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

M&A Insurance Tech Index S&P 500

DateAnnounced

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

6/30/15

Willis Group (NYSE:WSH) agrees to acquire Towers Watson for $7.9bn, valuing the

company at an implied 2.2x LTM revenue and 11.0x LTM EBITDA. The deal is being

billed as a merger of equals. Following the acquisition, the combined company will be

called Willis Towers Watson. The transaction is expected to close by year-end.

6/16/15

Vertafore (Bothell, WA) acquires QQ Solutions for an undisclosed sum. The

acquisition will enable Vertafore to broaden its offering of agency management

systems and rating solutions. QQ recently reported 70% year-over-year growth for

their new SaaS agency management solution, CatalystTM.

6/3/15

Insurance Technologies Corporation (Carrolton, TX) acquires Multico Rating Systems

for an undisclosed sum. ITC expects the acquisition to drive growth for its online

consumer-driven comparative rating platform.

Page 14: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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.

Payment Technology

Public Market Data

Recent Activity

13

JULY 2015

80

120

160

200

240

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

M&A Payment Tech Index S&P 500

6x

8x

10x

12x

14x

16x

18x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise

(USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

FleetCor Technologies 14,659 17,632 14.7x 10.7x 26.6x 19.1x 34% 37% 55% 56%

Western Union 10,677 12,637 2.3x 2.3x 8.8x 9.2x 1% (3%) 26% 25%

Total System Services 7,680 8,717 3.6x 3.3x 15.4x 10.9x 19% 7% 23% 31%

Vantiv 7,665 11,031 7.9x 6.8x 18.7x 14.0x 20% 16% 42% 49%

Global Payments 6,963 8,529 3.2x 3.0x 15.0x 13.9x 9% 6% 21% 22%

Wirecard 4,697 3,929 5.7x 4.7x 20.8x 15.9x 25% 21% 27% 29%

WEX 4,439 5,223 6.4x 5.9x 14.1x 14.6x 14% 8% 45% 41%

Euronet Worldw ide 3,309 3,257 2.0x 1.8x 14.4x 11.8x 18% 6% 14% 16%

Blackhaw k Netw ork Holdings 2,283 2,463 1.7x 1.4x 19.5x 13.4x 27% 22% 9% 10%

Heartland Payment Systems 2,006 2,550 3.8x 3.2x 14.9x 12.0x 12% 18% 25% 27%

EVERTEC 1,654 2,292 6.3x 6.1x 15.1x 12.3x 1% 3% 42% 50%

PayPoint 1,053 981 2.9x 2.9x 12.1x 11.2x 3% 2% 24% 25%

Xoom 817 622 3.9x 3.2x 62.6x 26.1x 30% 22% 6% 12%

Cass Information Systems 652 444 3.7x nm 11.9x nm 1% na 31% na

Moneygram International 570 1,539 1.1x 1.1x 6.9x 6.3x (1%) (3%) 15% 17%

Trim Mean 4,146 4,905 4.1x 3.7x 15.9x 13.2x 14% 11% 27% 29%

Median 3,309 3,257 3.7x 3.2x 15.0x 12.8x 14% 7% 25% 26%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

6/15/15

Merchant acquiring

business of Nets (Ballerup, Denmark) agrees to acquire the merchant acquiring business of

Nordea Bank for $259mm. The acquisition will enable Nets to offer expanded services

to its customers in the Nordic and Baltic regions.

6/10/15

CrowdMobile (ASX:CMB) agrees to acquire Track Concepts for $30mm, valuing the

company at an implied 1.6x revenue and 3.0x EBITDA. The acquisition will

significantly increase CrowdMobile’s revenue base.

6/4/15

TabbedOut (Austin, TX) raises $22mm in a Series C funding round led by new

investor Wellington Management and including existing investors New Enterprise

Associates and Morgan Creek Capital Management. The company plans to use the

funding to expand into 20 new markets.

Page 15: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

JULY 2015

Recent Activity

DateAnnounced

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

6/19/15

Aditya Birla Private Equity (Mumbai, India) agrees to acquire a 16.6% stake in Indian

Energy Exchange from Financial Technologies India (FTIL) for INR 3.6bn ($56mm).

This deal will divest two thirds of FTIL’s remaining stake in IEX.

6/1/15Playtech (LSE:PTEC) agrees to acquire Plus500 for £460mm ($703mm). Playtech

expects to fund the acquisition from existing cash resources and new debt facilities.

5/19/15

Odey Asset Management (London, United Kingdom) acquires an additional 1.08% in

Plus500 for an undisclosed sum. Odey Asset Management now holds a 14.1% stake

in Plus500.

80

100

120

140

160

180

200

220

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Hong Kong Exchange 42,101 13,369 10.5x 7.0x 15.8x 9.4x 13% 50% 67% 75%

CME Group 31,400 32,478 10.4x 9.8x 16.0x 14.5x 6% 7% 65% 67%

IntercontinentalExchange (ICE) 25,044 27,609 8.9x 8.4x 14.8x 12.9x 93% 7% 60% 65%

Deutsche Börse Group 15,182 16,167 6.1x 6.4x 14.6x 11.8x 8% (4%) 42% 54%

London Stock Exchange (LSE) 10,298 9,758 4.5x 2.5x 11.8x 8.1x 26% 77% 38% 32%

The Nasdaq OMX Group 8,428 10,310 5.4x 5.1x 10.3x 10.9x 13% 8% 53% 46%

BM&F Bovespa 6,781 5,791 8.9x 8.4x 14.2x 12.9x (5%) 6% 63% 65%

Singapore Exchange (SGX) 6,241 5,590 10.7x 9.1x 19.8x 15.4x (5%) 18% 54% 59%

Australian Exchange (ASX) 5,797 5,028 10.1x 9.4x na 12.2x (7%) 7% na 77%

CBOE 4,804 4,654 7.5x 8.0x 13.0x 14.0x 8% (6%) 58% 57%

Bolsas y Mercados (BME) 3,383 2,992 7.9x 7.4x 11.4x 10.2x 12% 7% 69% 73%

TMX Group 2,297 3,075 4.9x 5.1x 9.1x 10.8x (26%) (5%) 54% 48%

Trim Mean 11,736 10,135 8.1x 7.4x 13.5x 12.0x 7% 10% 57% 61%

Median 7,605 7,774 8.4x 7.7x 14.2x 12.0x 8% 7% 58% 62%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

8x

9x

10x

11x

12x

13x

14x

15x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

Page 16: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

JULY 2015

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue

(USD millions) Cap Value CY2014A CY2015A CY2014A CY2015A CY2014A CY2015A CY2014A CY2015A

Symantec 16,112 14,317 2.2x 2.3x 7.5x 7.0x (3%) (6%) 29% 33%

Check Point Softw are 14,927 13,648 9.1x 8.4x 16.8x 14.9x 7% 9% 54% 56%

Palo Alto Netw orks 14,381 14,133 19.1x 13.4x na 67.9x 53% 42% na 20%

Qihoo 360 Technology 8,845 8,962 6.4x 4.5x 26.0x 15.1x 107% 42% 25% 30%

F5 Netw orks 8,751 8,084 4.5x 4.1x 14.5x 11.3x 17% 10% 31% 36%

FireEye 7,417 7,020 16.5x 11.1x na na 163% 48% na na

Fortinet 7,180 6,376 8.3x 6.8x nm 40.3x 25% 22% 11% 17%

Proofpoint 2,480 2,451 12.5x 9.7x na nm 42% 29% na 1%

CyberArk 2,185 1,994 19.4x 14.2x nm nm 56% 37% 21% 17%

Barracuda Netw orks 2,085 1,896 7.1x 6.1x nm 20.8x 18% 18% 3% 29%

Imperva 1,826 1,583 9.7x 7.7x na na 19% 26% na na

AVG Technologies 1,422 1,527 4.1x 3.5x 12.6x 10.5x (8%) 16% 32% 34%

VASCO Data Security 1,197 1,048 5.2x 4.4x 26.7x 19.0x 30% 18% 19% 23%

Radw are 1,053 977 4.4x 3.9x 24.7x 18.0x 15% 11% 18% 22%

Axw ay Softw are 458 461 1.6x 1.4x 10.2x 8.7x 10% 11% 16% 17%

Absolute Softw are 325 260 2.8x 2.6x 12.5x 11.4x 8% 6% 22% 23%

Zix 297 272 5.4x 4.9x 32.5x 19.4x 5% 9% 17% 26%

Trim Mean 4,969 4,696 7.8x 6.2x 18.0x 17.2x 27% 20% 22% 25%

Median 2,185 1,994 6.4x 4.9x 15.7x 15.1x 18% 18% 21% 23%

16x

20x

24x

28x

32x

36x

40x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

110

140

170

200

230

260

290

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

M&A Security Index S&P 500

DateAnnounced

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

6/29/15Synopsys (NASDAQ:SNPS) acquires Elliptic Technologies from BDC Venture Capital,

Valucap Investments, Anges Québec and others for an undisclosed sum. The

transaction is not material to Synopsys’ financial position.

6/25/15Checkmarx (Tel Aviv, Israel) raises $84mm in funding from Insight Venture Partners.

The new round of capital will be primarily used to accelerate growth through product

innovation and global expansion.

6/25/15

Bitsight Technologies (Cambridge, MA) raises $23mm in Series B funding round led

by new investor Comcast Ventures and existing investors Commonwealth Capital

Ventures, Flybridge Capital Partners, Globespan Capital Partners, Menlo Ventures,

and Shaun McConnon. Bitsight has raised $49mm funding prior to this round.

Page 17: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

JULY 2015

Recent Activity

6x

8x

10x

12x

14x

16x

18x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBT Multiples

Market Cap / LTM Revenue Market Cap / LTM EBT

80

120

160

200

240

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

5 Year 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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Charles Schw ab 43,196 7.2x 6.8x 20.5x 17.1x 13% 10% 31% 35%

TD Ameritrade 20,141 6.4x 6.1x 15.6x 13.1x 9% 11% 39% 41%

E*TRADE 8,827 5.0x 4.8x 16.6x 12.7x 2% 13% 23% 30%

LendingClub 5,486 26.0x 14.2x nm nm 190% 115% 7% na

ICAP 5,458 2.8x 2.7x 21.2x 11.2x (7%) (10%) 16% 13%

IG Group 4,268 6.5x 6.7x 13.9x 13.3x 11% 2% 51% 47%

MarketAxess 3,491 13.3x 11.7x 29.4x 21.5x 25% 10% 46% 45%

BGC Partners 2,962 1.7x 1.1x nm 6.6x 1% 3% na na

Interactive Brokers Group 2,430 2.0x 2.0x 4.8x 4.1x 1% 5% 44% 41%

Tullett Prebon 1,278 1.2x 1.0x 12.4x 5.8x (6%) (13%) 13% 10%

Investment Technology Group 879 1.6x 1.5x 13.4x 6.2x 5% 6% 8% 12%

On Deck Capital 802 8.9x 3.1x nm nm 186% 141% na na

Monex Group 791 2.2x 1.9x 18.1x 7.5x 72% (15%) 49% 12%

GFI Group 751 0.9x nm nm nm (2%) (3%) na na

BinckBank 672 3.2x 3.5x 17.3x 13.4x 18% (6%) 19% 18%

Yodlee 424 4.8x 3.9x nm 44.2x 21% 27% 0% na

GAIN Capital 422 1.2x 0.9x 7.9x 4.6x 77% 34% 18% 15%

FXCM 134 0.3x nm 4.7x 1.8x 16% (6%) 10% 6%

Trim Mean 3,693 4.3x 4.1x 14.7x 10.5x 28% 12% 25% 25%

Median 1,854 3.0x 3.3x 15.6x 11.2x 12% 5% 19% 18%

DateAnnounced

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

6/23/15

FX Capital Securities Ltd. (London, United Kingdom) raises $18mm in Series C

funding round led by new investor Sapphire Ventures. The transaction also included

participation from existing investors Rakuten, Atlas Venture L.P., Anthemis Group SA,

Notion Capital Partners LLP, and Xange Private Equity, S.A. The company has raised

$36mm in funding prior to this round.

5/28/15

Asia

Rakuten Securities (New York, NY) agrees to acquire FXCM Asia $36mm. Rakuten

Securities will continue to use the FXCM trading system for FXCM Hong Kong clients

under a white label agreement with FXCM and will be notifying clients once the deal is

finalized. The transaction is expected to close in the third quarter.

4/21/15

Perseus Telecom (New York, NY) raises $20.5mm. Goldman Sachs Merchant

Banking Division acquired a minority stake in the company through this transaction.

The Company will use the proceeds to accelerate expansion of its global managed

services network.

Page 18: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

McKesson 53,055 59,028 0.3x 0.3x 15.1x 11.6x 34% 7% 2% 3%

WebMD 1,925 2,142 3.7x 3.4x 18.9x 11.9x 13% 8% 20% 29%

HMS Holdings 1,522 1,586 3.6x 3.4x 18.0x 13.2x (10%) 5% 20% 26%

Press Ganey 1,484 1,888 6.7x 6.0x 21.0x 16.5x 8% 12% 32% 36%

Premier 1,435 1,099 1.2x 1.0x nm nm na 3% 13% 34% 39%

MedAssets 1,335 2,193 3.0x 2.9x 10.2x 9.5x 6% 5% 30% 30%

Emis 904 925 4.3x 3.7x 14.7x 12.3x 30% 16% 29% 30%

HealthStream 854 817 4.8x 4.0x 29.1x 28.2x 29% 20% 16% 14%

Castlight Health 747 561 12.3x 7.4x nm n/a 252% 67% na n/a

Accretive Health 527 382 1.8x 1.6x nm 13.0x (58%) 10% na 13%

Healthw ays 426 688 0.9x 0.9x 14.1x 10.7x 12% 5% 7% 8%

Everyday Health 403 467 2.5x 1.9x 22.8x 9.2x 18% 30% 11% 21%

Vocera Communication 294 179 1.9x 1.8x nm n/a (7%) 4% na n/a

Cranew are 276 240 5.6x 4.8x 18.8x 15.8x 1% 16% 30% 30%

Trim Mean 988 1,082 3.3x 3.0x 17.9x 12.7x 11% 12% 22% 24%

Median 879 871 3.3x 3.1x 18.4x 12.3x 10% 11% 20% 27%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Technology-Enabled Healthcare Services

Public Market Data

17

JULY 2015

[1] Premier added to the index as of IPO day 9/26/13, Castlight Health added as of 3/14/14, and Everyday Health added as of 3/28/14

Recent Activity

8x

12x

16x

20x

2.0x

3.0x

4.0x

5.0x

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

50

100

150

200

250

Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15

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

DateAnnounced

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

6/25/15

Cureatr (New York, NY) raises $13mm in Series B funding round led by Deerfield and

included participation from Cerner Capital, Windham Ventures, Cardinal Partners,

Milestone Venture Partners and others. The funds will be used to launch new regions

for Cureatr Care Transition Notification network. To date the company has raised

approximately $20mm (including this round).

6/11/15

MiraMed (Jackson, MI) acquires Plexus Management Group (PMG) and Plexus

Information Systems (PIS), for an undisclosed sum. PMG is a consulting and practice

management organization and PIS is an anesthesia information management

systems provider. MiraMed’s Anesthesia Business Consultants (ABC) unit offers

practice management to the anesthesia market and PIS has synergies with ABC’s

FIRSTAnalytics tool.

5/22/15

PillPack (Boston, MA) raises $50mm in Series C funding round led by Charles River

Ventures and included participation from 5 other new and existing investors. PillPack

provides mail-order medications with a consumer convenience focus, such as

delivering individual-dose packs labeled by time and date.

Page 19: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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

JULY 2015

0.0

5.0

10.0

15.0

20.0

25.0

0

50

100

150

200

250

300

350

400

Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

2013 2014 2015

Aggre

gate

Valu

e (

$B

)

Num

ber

of

Tra

nsactions

Number of Transactions Aggregate Value

0x

0.5x

1x

1.5x

2x

2.5x

3x

3.5x

0x

2x

4x

6x

8x

10x

12x

14x

16x

Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

2013 2014 2015

EV

/ R

evenue

EV

/ E

BIT

DA

EV / EBITDA EV / Revenue

Page 20: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Note: Not a complete list

CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR

IMPORTANT STRATEGIC MOVES

19

JULY 2015

Page 21: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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.

SELECT MARLIN & ASSOCIATES AWARDS

20

JULY 2015

Acquisition International recognized Marlin

& Associates for the M&A Award USA TMT

Advisory Firm of the Year (2012)

The Global M&A Network recognized Marlin

& Associates for excellence in multiple deal

categories through its M&A Atlas Awards:

• Financial Technology Deal of the Year (2012, 2011)

• North America Small Mid Markets Corporate Deal of the

Year (2013)

• Entertainment & Media Deal of the Year (2011)

• Corporate M&A Deal of the Year (2010)

• Technologies Deal of the Year (2010)

The M&A Advisor and The M&A Forum,

conference producers and newsletter

publishers serving the middle market

finance industry, named Marlin & Associates

as the:

• Boutique Investment Banking Firm of the Year (2014)

• Middle Market Investment Banking Firm of the Year

(2008 and 2007)

• Middle Market Financing Agent of the Year – Equity

(2007)

The M&A Advisor and The M&A Forum

have recognized Marlin & Associates

for excellence in multiple deal

categories including:

• Healthcare and Life Science Deal of the Year (Over $100M

to $500M) (2013)

• Financial Services Deal of the Year (2013, 2012 and 2011)

• Nominated for Middle Market Healthcare Services Deal of

the Year (2012)

• 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 International Professional Services (B-to-B)

Deal of the Year (2013)

• Middle Market Professional Services 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 International/Cross Border Deal of the Year

(2007, Below $100M)

• Middle Market Financial Services Deal of the Year (2007,

Below $100M)

• Middle Market Computer and Information Technology Deal

of the Year (2007, Below $100M)

• Middle Market Financing Deal of the Year - Equity (2007)

• Middle Market Financing - Financial Services Deal of the

Year (2007)

• Middle Market Financing - Computer, Technology and

Telecommunications Deal of the Year (2007)

The 451 Group, a noted independent

technology industry analyst company,

identified Marlin & Associates as a leader in

cross-Atlantic technology merger and

acquisition transaction advisory

SNL Financial, a market research

company, identified Marlin & Associates as

leading the most financial technology

transactions in 2009, in a tie with Citigroup

and Credit Suisse, and one of the top10

advisors in 2010

Two transactions on which Marlin & Associates

advised were named as part of The M&A

Advisor’s “Deals-of-the Decade Celebration

“Boutique Investment Banking Firm of the Year (2014)”

Page 22: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/30/14. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in thesector. M&A calculates mean and median multiples 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

MARLIN & ASSOCIATES SENIOR TEAM

21

Ken Marlin

Jason Panzer Michael Maxworthy

Paul Friday Afsaneh Naimollah

Tom Selby Jonathan Kaufman

George Beckerman

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

Chief Operating Officer of M&A

• 18+ years of M&A experience

• M&A attorney of Skadden, Arps, Slate,

Meagher and Flom

• CFO of JCF Group

• VP Business Development at FactSet

• Law Degree from Fordham Law

School

• MBA from Columbia Business School

• CFA Charterholder

• 15+ years of investment banking and

private equity experience

• Named to Dealer’s Digest 40-Under-40

• Founded Marlin & Associates with

Ken Marlin

• Led VSS research

• Morgan Stanley

• American International Group

• BS from Binghamton University

• 20+ years of investment banking

experience

• Focused on entrepreneurial

technology-based companies

• Formerly at Robertson Stephens

• Formerly at PaineWebber (UBS)

• BS, Finance from Pennsylvania State

University

• 20+ years of M&A experience

• Founder of Chela Capital

• Global Head of Barclays’ Capital

Technology Group

• BA in Economics from Milton College

• MBA in International Finance from

• University of Wisconsin-Madison

• Post-MBA from Northwestern University

• 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

• 15+ years of corporate finance

experience

• 8+ years in investment banking at UBS

and Deutsche Bank

• BS from Union College

• MBA from University of Virginia’s

Darden School of Business

• 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 Graduate

School of Public AdministrationJeffrey Trongone

• 10+ years on Wall Street

• Previously at Scotia Capital's Equity

Research

• Previously at Bear Stearns

• Previously at J.P. Morgan

• BSBA from Villanova University

• CFA Charterholder

Page 23: M&A MARKET U P D AT E - Marlin & Associates · • Checkmarx raised $84mm in funding from Insight Venture Partners. Please join us in congratulating our San Francisco partner, Jonathan

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 6/30/15. These companies are a sample

of 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 median

multiples 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