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

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Fin

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

F i n a n c i a l

Te c h n o l o g y

M A R K E T

U P D A T E

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

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

June 2016

Toronto

Washington, D.C.

San Francisco

New York

The report that follows is our latest M&A update on the recent transactions and values in the seven separate sectors of

the fintech market that we follow and sometimes lead.

It’s all about the cloud. One of the larger deals this past month was the sale of Vertafore to Bain Capital and Vista Equity

Partners for a reported $2.7 billion. Not a bad return for TPG, Hellman & Friedman, and JMI Equity, which bought it in

2010 for $1.4 billion. And that’s becoming the new normal. It’s all about using cloud and SaaS to provide leading edge

services to insurance providers. And that’s a recurring theme for us. Not only is the license and maintenance revenue

model rapidly disappearing, we’re on the bleeding edge of the disappearance of deployed software for many applications.

Certainly, that’s what an increasing number of buyers and investors are looking for. Computer rooms are going the way

of stables for most corporations, large and small. Growth is in the cloud.

The report that follows is intended to bring a focus to the m&a values and trends in the seven discreet sectors of the

fintech industry that we have followed and sometimes led for more than 14 years. A few of the transactions of note

include:

We are here to advise the participants in this industry as they seek to buy, sell, or raise capital. No one knows it better.

Please let us know how we can help you.

In case you missed it my latest blog post is HERE.

DEAR CLIENTS AND

FRIENDS,Fintech: It’s All About the Cloud: Our June 2016 Fintech Market Update

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.

It’s all about using

cloud and SaaS to

provide leading edge

services to insurance

providers

Sincerely,

Ken Marlin | Managing Partner

Marlin & Associates | www.marlinllc.com

Author | The Marine Corps Way to Win on Wall

Street

• Bain Capital (Boston, MA) and Vista Equity Partners (San

Francisco, CA) agreed to acquire Vertafore for $2.7bn;

• A consortium including Advent (New York, NY), Bain Capital

(Boston, MA) and Clessidra (Milan, Italy) agreed to acquire Intesa

Sanpaolo Card and Setefi Services for approximately €1.04bn

($1.18bn);

• Asset International (New York, NY) agreed to acquire Market

Metrics and Matrix Solutions from FactSet Research Systems for

approximately $175mm;

• Tech Mahindra (NSEI:TECHM) agreed to acquire Target Group for

$164mm, valuing the company at an implied 2.2x LTM revenue;

• Black Knight Financial Services (NYSE:BKFS) acquired eLynx for

$115mm;

• Daewoo Securities (KOSE:A006800) agreed to acquire Mirae

Asset Securities for KRW 2,585bn (~$2.2bn).

JUNE 2016

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

Marlin & Associates3

Sector Analyses10

Banking Software & Processors10

Capital Markets Software & Services11

Data & Analytics – Financial Services12

Insurance Technology13

Payment Technology14

Securities Exchanges15

Technology-Enabled Financial Institutions16

Sector Comparison9

Case Studies17

Events8

Financial Technology

Financial Technology is a complex industry that serves a wide range of customers, including

retail, commercial, merchant and investment banks; asset managers; insurance companies;

securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host of

other financial services industry participants, consumers and intermediaries who interface with

these financial institutions.

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 and

private 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 Graduate

School 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

03

JUNE 2016

OUR FOUNDING PARTNER HAS THREE TIMES BEEN

RECOGNIZED AS ONE OF THE MOST INFLUENTIAL PEOPLE

IN FINANCIAL TECHNOLOGY

“Deal making is as integral to the evolution of the financial technology industry as the

technologies themselves and Ken Marlin has been in the thick of it...”

– Institutional Investor 2014

In 2011, Institutional Investor, the international publisher focused primarily on

international finance, has named M&A’s Founding Partner, Ken Marlin, as one of

Institutional Investor’s Tech 50, which honored the 50 most “disruptive” figures in the

financial technology sector

Institutional Investor calls these 50 people disrupters because they're changing the

way Wall Street does business

Ken was the only investment banker included on the list

In 2014, Institutional Investor again named Ken as one of the 50 most influential

people in financial technology

Ken was, again, the only investment banker included on the list

In 2015, Institutional Investor named Ken as an inaugural member of the “The

Fintech Finance 35: The Financiers Who Place the Bets”

Institutional Investor calls these 35 people the influential financiers that accelerate

financial start-up’s paths to commercialization

Candidates were evaluated by four primary sets of attributes: achievements and

contributions over the course of a career; scope and complexity of

responsibilities; influence and leadership inside and outside the organization;

and pure technological innovation.

JUNE 2016

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

JUNE 2016

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 are

able to help our clients achieve the results that they seek.”

Ken Marlin

Founder and Managing Partner

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE

THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

JUNE 2016

San Mateo, CA

Marlin & Associates acted asexclusive strategic and financial

advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan

New York, NY

Palo Alto, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra.

has been acquired by

Campbell, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Trunomi.

received an investment from

Boston, MA

Windsor, CT

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

has been acquired by

New York, NY

Dublin, Ireland

Marlin & Associates acted as financial advisor to Aquiline Capital

Partners.

has invested in

has sold the assets of

to

Marlin & Associates acted as exclusive strategic and financial advisor to CNO Financial Group.

Dublin, Ireland

London, United Kingdom

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

has been acquired by

London, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to CIT Growth Capital.

invested in

San Francisco, CA

has led a $60 million investment in

New York, NY

Marlin & Associates acted as exclusive financial advisor

Francisco Partners.

Vienna, Austria

received a majority investment from

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

Vienna, Austria

has acquired

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

New York, NY

has entered into a strategic alliance with

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra Inc.

from affiliates of Kohlberg Kravis Roberts & Co. L.P.

Marlin & Associates advised the Sponsors.

Private equity funds managed by Blackstone and by the Goldman Sachs Merchant Banking Division (together,

the “Sponsors”) have agreed to acquire

Chicago, IL

has been acquired by

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SpyWare LLC.

Woburn, MA

has been acquired by

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to ByAllAccounts, Inc.

has sold

Chicago, IL

to

Stockholm, Sweden

Marlin & Associates acted as exclusive strategic and financial

advisor to MarketAxess.

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE

THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

JUNE 2016

New York, NY

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SR Labs.

secured a $53 million investment from

Birmingham, AL

has been acquired by

Wayne, PA

Marlin & Associates acted as exclusive strategic and financial

advisor to XcitekSolutionsPlus, LLC.

New York, NY

has been acquired by

Hamilton, Bermuda

Marlin & Associates acted as exclusive strategic and financial

advisor to Correlix.

London, United Kingdom

has been acquired by

Mumbai, India

Marlin & Associates acted as exclusive strategic and financial advisor to

Coalition Development Ltd.

New York, NY

has acquired a minority interest in

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial

advisor to NYSE Euronext.

has acquired a minority interest in

from

Marlin & Associates acted as exclusive strategic and financial advisor to Welsh,

Carson, Anderson & Stowe.

London, United Kingdom

has been acquired by

Toronto, Canada

Marlin & Associates acted as exclusive strategic and financial

advisor to Atrium Network.

New York, NY

has acquired

Tokyo, Japan

Marlin & Associates acted as exclusive strategic and financial advisor to NYSE Euronext, Inc.

Vancouver, Canada

has been acquired by

Kansas City, MO

Marlin & Associates acted as exclusive strategic and financial

advisor to Subserveo.

Doha, Qatar

has acquired

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Qatar

Insurance Services LLC.

Sydney, Australia

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SMARTS Group.

has been acquired by

Brussels, Belgium

Wayne, PA

Marlin & Associates acted as exclusive strategic and financial

advisor to SWIFT.

has acquired

Ambit Messaging Hub

from

has sold its majority interest in

Wrexham, United Kingdom

to

Marlin & Associates acted as exclusive strategic and financial

advisor to Deutsche Börse.

Vancouver, Canada

has sold

to a group led by management

Marlin & Associates acted as exclusive strategic and financial advisor to

Invictus Financial Inc.

Invictus Financial Inc.

Sante Fe, NM

has been acquired by

Jersey City, NJ

Marlin & Associates acted as exclusive strategic and financial

advisor to Strategic Analytics Inc.

Chicago, IL

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to

Logical Information Machines, Inc.

has been acquired by

2016 Fintech Events:

ConferenceDate Location Website

JUNE 2016

June 8-10, 2016 New York, NY DetailsCB Insights Future of FinTechThe Future of FinTech conference is a gathering of fintech

startups, financial institutions, and investors. Some of the

topics to be covered this year include alternative data,

disruption in insurance, challenges facing today’s banks, and more.

June 16-17, 2016New York, NY Details

In|Vest 2016In|Vest brings together technology and strategy executives

from across the wealth management community to explore

changes in the market with a focus on wealth management.

The agenda includes demos, break out sessions, and CEO spots.

June 21-22, 2016 Madrid, ES DetailsMONEYCONFThis is an invitation-only event in its second year put on by

Web Summit. Focus areas include Baking Infrastructure,

Big Data, Credit & Lending, Cybersecurity, Payments &

Transactions, Retail Banking, Enterprise Banking,

Cryptocurrencies and more.

July 15-22, 2016 London, UK DetailsLondon Fintech WeekLondon Fintech Week is a series of conferences,

workshops, hackathons, meetups and parties. Each day a

different topic is showcased. Events take place across the

City of London, Canary Wharf and “Tech City.” This series

aims to enhance the dialogue between innovative disruptive

start-ups, government, media and investors.

Sept 8-9, 2016

Finovate Fall 2016Presenters at Finovate events run the gamut of financial

technology. Some areas that have been covered at past

Finovate events are debit rewards, alternative payments,

person-to-person (P2P) lending, new marketing tools,

security solutions, big data, mobile apps, social investing,

personal financial management, youth banking, credit, and

next-generation online banking platforms.

New York, NY Details

Money 20/20This event covers innovations in payments and financial

services including mobile, retail, marketing services, data

and technology, with a focus on the disruptive ways in which

consumers and businesses manage, spend, and borrow

money. There are an expected 10,000+ attendees from

3,000 companies and 75 countries this year. Marlin &

Associates is a 2016 sponsor.

Oct 23-26, 2016

Las Vegas, NV Details

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/29/16. 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 using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above.

Enterprise Value / Revenue

Enterprise Value / EBITDA

FINANCIAL TECHNOLOGY

Sector Comparison Snapshot:

JUNE 2016

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

Technology-Enabled Financial Institutions*

Securities Exchanges

Payment Technology

Insurance Technology

Data & Analytics - Financial Services

Capital Markets Software & Services

Banking Software & Processors

2015E EV/Revenue 2016E EV/Revenue

0x 4x 8x 12x 16x 20x 24x

Technology-Enabled Financial Institutions*

Securities Exchanges

Payment Technology

Insurance Technology

Data & Analytics - Financial Services

Capital Markets Software & Services

Banking Software & Processors

2015E EV/EBITDA 2016E EV/EBITDA

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. 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

10

JUNE 2016

Recent Activity

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

8x

12x

16x

20x

2.0x

3.0x

4.0x

5.0x

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

60

120

180

240

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

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 24,286 34,984 5.3x 3.7x 20.8x 12.2x 3% 43% 26% 31%

Fiserv 23,942 28,085 5.3x 5.0x 17.5x 14.7x 4% 6% 31% 34%

Jack Henry & Associates 6,684 6,730 5.2x 4.9x 14.8x 14.0x 6% 7% 35% 35%

Oracle Financial Services 4,394 3,988 6.7x 6.1x 15.9x 14.7x 5% 10% 42% 41%

Temenos 3,808 4,088 7.5x 6.7x 34.5x 17.5x 16% 13% 22% 38%

Ellie Mae 2,633 2,565 10.1x 7.8x 53.4x 26.9x 57% 30% 19% 29%

ACI Worldw ide 2,478 3,156 3.0x 3.1x 18.1x 12.3x 3% (4%) 17% 26%

Q2 Holdings 975 870 8.0x 5.9x nm nm 38% 36% na na

Bottomline Technologies 955 975 2.9x 2.8x 22.7x 13.7x 4% 4% 13% 20%

Polaris Consulting & Services 296 240 0.8x nm 6.9x nm 0% na 12% na

Sw ord Group 241 199 1.3x 1.1x 8.9x 7.2x 18% 19% 15% 15%

Microgen 164 157 3.4x 3.2x 13.6x 12.2x 7% 7% 25% 26%

Gresham Computing 88 81 3.8x 3.3x 27.9x 14.7x 16% 15% 14% 22%

Trim Mean 4,233 4,641 4.8x 4.5x 19.5x 14.0x 11% 14% 21% 29%

Median 2,478 2,565 5.2x 4.3x 17.8x 14.0x 6% 11% 20% 29%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

5/27/16

Tech Mahindra (NSEI:TECHM) agreed to acquire Target Group for $164mm, valuing

the company at an implied 2.2x LTM revenue. Tech Mahindra expects the acquisition

to strengthen its presence in the banking, financial services and insurance sectors,

while significantly growing its position in Europe.

5/16/16Black Knight Financial Services (NYSE:BKFS) acquired eLynx for $115mm. eLynx

provides software to automate lending document processes and support compliance

efforts. The acquisition is Black Knight’s first since its May 2015 IPO.

3/22/16Varo Money (San Francisco, CA) raised $27mm in a round of funding led by new

investor Warburg Pincus. Varo is developing a mobile-only banking application that

will provide debit card, deposit, and lending products.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. 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

11

JUNE 2016

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Broadridge 7,812 8,277 3.0x 2.8x 13.9x 12.6x 7% 7% 21% 22%

Markit 6,397 7,076 6.4x 5.9x 18.0x 13.6x 5% 7% 35% 43%

SS&C Technologies 6,290 8,912 8.9x 5.9x 27.0x 14.3x 30% 50% 33% 41%

Computershare 4,321 5,687 2.9x 2.8x 9.5x 11.0x (3%) 4% 31% 26%

DST 4,148 4,488 2.2x 2.1x 11.1x 9.8x (1%) 5% 20% 22%

SimCorp 2,164 2,099 6.8x 6.5x 25.7x 27.5x 15% 4% 26% 24%

IRESS 1,450 1,583 6.0x 5.4x 24.2x 17.8x 10% 11% 25% 31%

Envestnet 1,442 1,698 4.0x 2.9x 33.6x 16.8x 21% 38% 12% 17%

Fidessa group 1,317 1,204 2.8x 2.7x 16.5x 10.1x 7% 4% 17% 27%

First Derivatives 727 749 4.8x 4.0x 37.7x 19.8x 39% 19% 13% 20%

Linedata Services 332 353 1.8x 1.8x 7.4x 6.8x 9% 2% 25% 26%

Cinnober 121 111 3.1x 2.6x 47.8x 46.4x 10% 17% 6% 6%

Brady 80 70 1.8x 1.6x nm 10.9x (12%) 11% 0% 15%

StatPro Group 77 75 1.7x 1.5x 13.2x 10.9x (6%) 14% 13% 14%

Lombard Risk Management 43 38 1.1x 1.1x 27.6x 5.1x 6% 7% 4% 20%

Trim Mean 2,221 2,575 3.6x 3.2x 21.5x 14.0x 9% 11% 19% 23%

Median 1,442 1,583 3.0x 2.8x 21.1x 12.6x 7% 7% 20% 22%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

10x

12x

14x

16x

18x

20x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

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

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

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

M&A Capital Markets Index S&P 500

DateAnnounced

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

5/24/16

SigFig (San Francisco, CA) raised $40mm in a round of funding led by UBS and

Santander Innoventures, and included participation from various existing investors.

SigFig plans to use the capital to expand its team and platform as it continues to

strategically develop tools and services for financial institutions in the wealth

management space.

5/19/16

Personal Capital (Redwood City, CA) raised $75mm in a Series E funding round from

IGM Financial, a member of the Power Financial Corporation group of companies.

This investment will give IGM Financial the opportunity to participate in the emerging

digital wealth management industry in the United States.

5/18/16Automated Trading Desk

Financial Services

Citadel Securities (Chicago, IL) acquired certain automated equity market making

assets of Automated Trading Desk Financial Services (ATD), a subsidiary of

Citigroup, for an undisclosed sum. The acquisition will help Citadel provide retail

investors with access to additional liquidity and offer strong execution quality to

additional clients. Citigroup acquired ATD for an estimated $680mm in 2007.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. 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

ServicesPublic Market Data

12

JUNE 2016

Recent Activity

10x

12x

14x

16x

18x

3.0x

4.0x

5.0x

6.0x

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

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

Thomson Reuters 32,088 40,643 3.3x 3.6x 15.7x 12.7x (3%) (7%) 21% 28%

S&P Global 29,876 33,185 6.2x 5.9x 15.0x 13.9x 5% 6% 42% 42%

Moody's 19,521 21,083 6.1x 6.0x 13.3x 13.3x 5% 1% 46% 45%

Experian 17,801 20,725 na 4.6x na 12.9x na n/a na 36%

Equifax 15,188 18,206 6.8x 5.8x 19.9x 16.7x 9% 17% 34% 35%

Verisk Analytics 13,614 16,460 8.0x 8.2x 17.4x 16.1x 18% (3%) 46% 51%

MSCI 7,979 9,114 8.5x 7.9x 18.9x 16.6x 8% 7% 45% 48%

CoStar Group 6,690 6,578 9.2x 7.8x nm 26.9x 24% 18% 13% 29%

FactSet Research Systems 6,607 6,709 6.5x 5.8x 18.1x 16.0x 10% 12% 36% 36%

Dun & Bradstreet 4,619 6,011 3.7x 3.5x 14.0x 12.2x 3% 5% 26% 29%

Morningstar 3,639 3,488 4.4x 4.3x 13.7x 13.5x 4% 2% 32% 32%

FICO 3,595 4,121 4.9x 4.7x 21.1x 20.6x 7% 4% 23% 23%

CoreLogic 3,351 4,461 2.9x 2.4x 13.8x 9.4x 9% 22% 21% 26%

Trim Mean 11,739 13,332 5.8x 5.4x 16.3x 15.0x 8% 7% 33% 35%

Median 7,979 9,114 6.1x 5.8x 15.7x 13.9x 7% 6% 33% 35%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

5/31/16

Morningstar (NASDAQ:MORN) acquired InvestSoft Technology for an undisclosed

sum. InvestSoft is a leading provider of fixed income analytics, primarily through its

BondPro Fixed-Income Calculation Engine which provides more than 130 analytic and

accounting calculations.

5/25/16

Bregal Sagemount (New York, NY) acquired Discovery Data from Ipreo for an

undisclosed sum. Discovery Data is a leading provider of data on retail financial

services industry firms and professionals. Bregal Sagemount helped facilitate the

combination of Discovery Data with Meridian-IQ, a provider of online databases and

advisor market information.

5/23/16

Asset International (New York, NY) agreed to acquire Market Metrics and Matrix

Solutions from FactSet Research Systems for approximately $175mm. The purchase

price included $165mm up front and an additional $10mm earn-out. Market Metrics

and Matrix Solutions comprised FactSet’s market research business focused on

advisor-sold investments and insurance.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. 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

13

JUNE 2016

[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

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

EV

/ E

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EV

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5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

70

105

140

175

210

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-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 4,244 3,665 9.3x 8.5x nm 43.8x 7% 9% 5% 19%

Ebix 1,507 1,663 6.3x 5.9x 17.0x 15.2x 24% 6% 37% 39%

CorVel 952 919 1.8x nm 14.3x nm 1% na 13% na

Sapiens 602 521 2.8x 2.5x 18.2x 15.3x 18% 13% 15% 16%

msg life 119 94 0.7x 0.7x 9.7x 7.6x 6% 1% 8% 10%

Connecture 31 79 0.8x 0.8x 13.8x 6.5x 13% 9% 6% 12%

Trim Mean 795 799 2.9x 3.1x 15.1x 12.7x 11% 8% 10% 16%

Median 777 720 2.3x 2.5x 14.3x 15.2x 10% 9% 10% 16%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

5/19/16

Shift Technology (Paris, France) raised $10mm in a Series A funding round led by

new investor, Accel Partners. Other participants included the firm’s existing investors,

Elaia Partners and Iris Capital. Shift Technology plans to invest in continued product

development as well as building out the sales team.

5/17/16

Embroker (San Francisco, CA) raised $12mm in a Series A funding round led by new

investor, Canaan Partners. Other participants included additional new investors, Nyca

Partners and XL Innovate, as well as existing investors, 500 Startups, Bee Partners,

FinTech Collective, and Vertical Venture Partners.

5/2/16

Bain Capital (Boston, MA) and Vista Equity Partners (San Francisco, CA) agreed to

acquire Vertafore for $2.7bn. Vertafore is currently owned by TPG, which acquired the

company from Hellman & Friedman and JMI Equity in 2010.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. 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

14

JUNE 2016

[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

Company Market Enterprise

(USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

PayPal 46,293 41,526 4.5x 3.9x 21.3x 15.0x 15% 16% 21% 26%

FleetCor Technologies 14,045 16,338 9.6x 9.2x 19.3x 17.0x 42% 4% 50% 54%

Vantiv 10,581 13,854 8.3x 7.5x 19.5x 15.4x 19% 11% 43% 48%

Global Payments 10,112 11,479 4.0x 4.2x 18.7x 13.1x 6% (5%) 22% 32%

Total System Services 9,817 10,706 3.9x 2.5x 16.1x 10.3x 14% 52% 24% 25%

Western Union 9,787 11,833 2.2x 2.2x 8.5x 8.7x (2%) (0%) 25% 25%

Wirecard 5,509 4,729 5.3x 4.2x 19.7x 14.0x 28% 27% 27% 30%

Euronet Worldw ide 4,352 4,303 2.4x 2.2x 15.7x 12.2x 6% 11% 16% 18%

WEX 3,584 4,274 5.0x 4.7x 14.3x 13.1x 27% 6% 35% 36%

Blackhaw k Netw ork Holdings 1,919 2,254 1.3x 1.1x 14.0x 11.1x 25% 11% 9% 10%

EVERTEC 1,149 1,760 4.7x 4.6x 11.9x 9.6x 3% 2% 40% 48%

PayPoint 912 793 2.6x 2.6x 10.1x 9.4x (1%) (3%) 25% 28%

Cass Information Systems 547 402 3.3x nm 11.4x nm 2% na 29% na

SafeCharge 508 393 3.9x 3.3x 13.8x 10.2x 30% 21% 29% 32%

Moneygram International 405 1,388 1.0x 0.9x 8.4x 5.1x (1%) 8% 12% 18%

Trim Mean 5,602 6,470 3.9x 3.6x 14.8x 11.9x 13% 10% 27% 30%

Median 4,352 4,303 3.9x 3.6x 14.3x 11.6x 14% 9% 25% 29%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

6x

8x

10x

12x

14x

16x

18x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

EV

/ E

BIT

DA

EV

/ R

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5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

75

100

125

150

175

200

225

250

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

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

M&A Payment Tech Index S&P 500

DateAnnounced

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

5/19/16Payment Solutions

Ingenico (ENXTPA:ING) agreed to acquire Nera Payment Solutions for SGD 88mm

(~$63mm), valuing the company at an implied 1.8x revenue. Nera Payment Solutions

is one of Southeast Asia's top companies in payment software development and

payment terminal distribution and services.

5/3/16

A consortium including Advent (New York, NY), Bain Capital (Boston, MA) and

Clessidra (Milan, Italy) agreed to acquire Intesa Sanpaolo Card and Setefi Services

for approximately €1.04bn ($1.18bn). Setefi Processing is the Italian payment

processing platform of Intesa Sanpaolo, a leading European banking group, while ISP

Card is the payment processing platform for Central and Eastern European business.

4/28/16

Emerchants (Brisbane, Australia) agreed to acquire Store Financial for $35mm. Store

Financial is one of the world’s largest processors and managers of payment card

programs, such as gift and rewards cards.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. 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

15

JUNE 2016

Recent Activity

6x

9x

12x

15x

4.0x

8.0x

12.0x

16.0x

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

EV

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BIT

DA

EV

/ R

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5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-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 33,141 34,145 10.3x 9.5x 15.3x 13.7x 7% 8% 67% 69%

IntercontinentalExchange (ICE) 32,534 38,873 11.6x 8.5x 18.3x 13.7x 8% 36% 64% 62%

Hong Kong Exchange 29,047 27,719 16.7x 18.6x 23.5x 27.1x 31% (10%) 71% 69%

Deutsche Börse Group 16,431 18,640 6.0x 6.6x 14.9x 12.0x 16% (9%) 41% 55%

London Stock Exchange (LSE) 13,924 15,562 7.2x 6.9x 17.7x 14.1x 16% 4% 41% 49%

The Nasdaq OMX Group 11,114 13,194 7.0x 5.9x 12.0x 11.8x 13% 19% 58% 50%

BM&F Bovespa 7,960 7,031 11.4x 10.7x 17.5x 15.9x 9% 7% 65% 67%

Australian Exchange (ASX) 6,246 5,490 10.1x 10.2x 12.5x 13.4x 9% (1%) 81% 76%

Singapore Exchange (SGX) 6,045 5,484 9.1x 9.3x 16.9x 15.2x 18% (2%) 54% 61%

CBOE 5,208 5,100 8.0x 7.8x 13.9x 13.7x 3% 3% 58% 57%

TMX Group 2,190 2,838 4.9x 5.1x 9.7x 10.9x (4%) (5%) 50% 47%

Trim Mean 14,279 14,707 9.0x 8.4x 15.4x 13.7x 11% 3% 59% 60%

Median 11,114 13,194 9.1x 8.5x 15.3x 13.7x 9% 3% 58% 61%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced

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

5/10/16

Erste Bank (Budapest, Hungary) agreed to acquire 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.

3/16/16

Deutsche Börse (Eschborn, Germany) and the London Stock Exchange (London,

United Kingdom) agreed to merge in an all-stock deal for $30bn. The transaction

would unite two of the biggest European exchange operators and would create one

better able to compete globally for stock listings, as a provider of clearing services

and as a purveyor of market data.

3/9/16

Nasdaq (NASDAQ:NDAQ) agreed to acquire the International Securities Exchange

(ISE) for $1.1bn from Deutsche Börse. ISE’s exchanges represent more than 15% of

all trading in United States stock options. The acquisition will help Nasdaq bolster its

presence in a fiercely competitive industry that has been growing faster than the

traditional equity exchange business.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/16. 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

InstitutionsPublic Market Data

16

JUNE 2016

Recent Activity

6x

10x

14x

18x

22x

1.0x

2.0x

3.0x

4.0x

5.0x

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16

EV

/ E

BIT

DA

EV

/ R

evenue

5 Year LTM Revenue & EBT Multiples

Market Cap / LTM Revenue Market Cap / LTM EBT

60

100

140

180

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-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 37,785 6.0x 5.1x 17.1x 11.8x 10% 5% 35% 35%

TD Ameritrade 15,959 5.0x 4.7x 12.5x 10.2x 11% 1% 41% 40%

E*TRADE 7,219 3.9x 3.8x 12.0x 8.4x 12% 4% 29% 33%

MarketAxess 4,624 15.3x 13.2x 31.3x 23.8x 10% 16% 45% 49%

ICAP 4,376 nm 2.5x nm 12.2x (10%) na 13% na

IG Group 4,092 6.5x 6.1x 15.9x 12.6x 2% 4% 47% 41%

BGC Partners 3,948 1.6x 1.4x nm 6.9x 3% 43% na na

LendingClub 3,100 7.2x 4.8x nm 34.4x 115% 104% na na

Interactive Brokers Group 2,480 1.8x 1.5x 4.2x 2.2x 5% 13% 42% 43%

Tullett Prebon 1,191 1.1x 1.0x 8.9x 7.9x (13%) 13% 13% 12%

Monex Group 758 1.6x 1.6x 11.6x nm (15%) 16% 12% 14%

Investment Technology Group 646 1.0x 1.3x 5.3x 11.7x 6% 14% 12% 19%

On Deck Capital 607 3.4x 2.1x nm nm 141% 99% na na

FXCM 592 2.8x 2.8x 14.2x 12.3x (4%) (38%) 6% 19%

BinckBank 388 1.8x 2.2x 8.8x nm (6%) 1% 19% 20%

GAIN Capital 336 0.8x 0.8x 8.2x 3.9x 34% 17% 15% 10%

Trim Mean 3,570 3.4x 2.9x 11.4x 11.1x 12% 19% 25% 28%

Median 2,790 2.8x 2.4x 11.8x 11.7x 5% 13% 19% 27%

DateAnnounced

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

5/13/16

Daewoo Securities (KOSE:A006800) agreed to acquire Mirae Asset Securities for

KRW 2,585bn (~$2.2bn) in stock on May 13, 2016. Mirae provides wealth

management, brokerage, investment banking and retirement pension solutions in

South Korea.

4/12/16

Affirm (San Francisco, CA) raised $100mm in a Series D funding round led by

Founders Fund at a $700mm pre-money valuation. The transaction also included

participation from existing investors Lightspeed Venture Partners, Spark Capital,

Khosla Ventures, SVB, and Andreessen Horowitz.

3/29/16

State Street Global Advisors (Boston, MA) acquired GE Asset Management from GE

for $485mm. The transaction is expected to increase State Street’s AUM by

approximately $100bn and to be accretive in the twelve months post-closing.

Alacra Inc Acquired By Opus Global, A GTCR-Backed Company

CASE STUDIES:

New York, NY

Palo Alto, CA

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

has been acquired by

Alacra, Inc. is a leading provider of Know Your Customer (KYC), Anti-Money

Laundering (AML) and Reference Data business information solutions. The

company leverages business information from more than 175 unique databases

in its workflow solutions to help clients more efficiently and consistently onboard

clients, screen clients, manage vendor risk, and front office business research.

By 2014 the company’s workflow applications were enabling approximately

300,000 end users at more than 200 financial institutions, professional service

firms and corporations. The company was founded in 1996 by its management

team and backed by several well-known investors.

Over the years, M&A advised the company several times as it contemplated

acquisitions and grew. And as it grew, the company garnered interest from

several potential suitors.

In early 2014, the company was approached by a large international technology firm proposing an acquisition. The

Board asked M&A to advise. However, after several rounds of discussion it became clear that the parties were far

apart on expected value.

In early 2015, Alacra was approached by Opus Global Holdings, LLC. led by industry veteran Doug Bergeron, and

backed by GTCR and more than $500 million in committed capital. They had acquired Hiperos in July 2014 and

believed the combination of Hiperos with Alacra would create an even stronger GRC competitor. While the Board

thought that the timing might be early, the Board again asked M&A to advise. On September 30, 2015, Alacra was

sold to Opus Global Holdings, LLC. The financial terms of the transaction were not disclosed.

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Marlin & Associates acted as the exclusive strategic and financial advisor to Alacra. M&A worked with the

company’s management, shareholders and legal advisors to negotiate terms, determine the best structure,

manage an efficient due diligence review process, resolve a series of critical issues, forge compromise and bring

the complex transaction to closure.

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The Marlin & Associates team was absolutely invaluable in guiding us through every

aspect of this transaction. Without their expert strategic and financial counsel; continuous

daily leadership; and creative approach to overcoming hurdles we never would have

gotten it completed.

Steven GoldsteinCo-founder and CEO

JUNE 2016

Perry HarrisPresident

SS&C Acquires Varden Technologies

CASE STUDIES:

M&A organized a dedicated team to work closely with Varden management team and board to develop materials

that would seamlessly communicate Varden’s strengths, growth potential, strategy, execution plan, and financial

projections. Working with the company, M&A also leveraged its deep domain expertise in the global financial

technology arena to identify and qualify a select group of parties that could be appropriate partners. M&A then

worked to frame the company’s unique value proposition and manage a process that involved multiple potential

partners. M&A then spent the time with these parties to ensure that they fully understood the company.

After a review of its options, careful consideration, Varden agreed to negotiate with SS&C (Nasdaq: SSNC), a

global diversified provider of cloud-based services and software for the global financial services industry. The

strategic fit with SS&C was solid: Varden and SS&C were already their selling solutions together under a

collaborative partnership, SS&C’s sales force would have a ready-to-sell solution to combine with its offerings

including Advent. M&A advised the company through these negotiations providing guidance on matters such as

valuation, structure and key terms.

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M&A worked diligently on the deal to craft materials, initiate conversations, negotiate alternative offers with multiple

parties, and close the transaction swiftly and efficiently. M&A initiated the transaction and acted as exclusive

strategic and financial advisor to the shareholders and managers of Varden. Both sides believe that this acquisition

will enhance many of SS&C’s key solutions across their customer groups, particularly bolstering its offerings that

support reporting for asset managers. The combination also should accelerate Varden’s organic growth plan by

broadening its distribution.

M&

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Varden Technologies, Inc., (“Varden”) based in Boston, MA, is an innovative

enterprise software development and consulting firm that is redefining the way

financial services firms communicate with their clients. Varden delivers a

configurable client reporting, communications, and portal platform for online,

mobile and printed distribution. The platform is used to transform large amounts

of data into simple, ready-to-serve packages which allow financial services

companies to provide their clients with access to statements, reports sales-

related collateral, interactive online content and more via secure browsers,

smartphones and tablets.

As Varden grew, both industry players and PE firms started inquiring about the

company, in March 2015, the company engaged Marlin & Associates to advise

on a potential sale of the company.

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Boston, MA

Windsor, CT

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

Technologies.

has been acquired by

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. Everyone on the team played a key role and were

instrumental in us closing with the best partner for our people and our customers.

JUNE 2016

Markit Group Acquires Information Mosaic

CASE STUDIES:

Information Mosaic Ltd. is a Dublin, Ireland based market-leading provider of enterprise

software for processing financial securities transactions on a global basis. The company

combines enterprise technology with deep domain expertise to help some of the world’s

largest global financial institutions reduce the risk and cost associated with high-volume

and complex securities processing; improve operational efficiency; and increase the

quality of customer service. Over the years, the company extended its product line,

expanded operations to the UK, India, Malaysia, Singapore and the US; and added as

customers some of the world’s largest financial services companies. Along the way, they

raised expansion capital from a number of sources including SEB (Skandinaviska

Enskilda Banken AB), the large Swedish financial group, which acquired majority control.

Marlin & Associates and the founder/CEO of Information Mosaic had an ongoing dialog

for at least six years, meeting periodically in the US and Dublin. In 2013, the founder

stepped down as CEO and left the company. SEB appointed an interim CEO. In 2014,

M&A met with the new management team. Shortly thereafter, the company engaged

Marlin & Associates as strategic and financial advisor to help the company develop

strategic options.

M&A began with a strategic perspective, leveraging the firm’s experience and in-depth knowledge of the capital

markets technology sector. Rather than launch an immediate sale process, M&A counseled patience as new

management worked on restructuring ownership, simplifying the capital structure and regaining sales momentum.

After nearly a year, M&A began guiding the company through an organized sale process that brought more than 10

potential suitors to the table in three countries.

On June 2, 2015, Information Mosaic and SEB agreed to sell the company to Markit Group Ltd, a leading

diversified provider of financial information services, based in London. With this strategic acquisition, Information

Mosaic was integrated into Markit’s Solutions division creating a combination with deep domain expertise, data and

technology assets to position Markit as a leading provider of end-to-end, multi-entity, multi-currency, multi-market

software for large complex financial organizations.

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Marlin & Associates acted as exclusive strategic and financial advisor to the company and secured multiple

alternatives for Information Mosaic’s shareholders to consider. M&A aided in the creation of materials to highlight

the company’s leading position in serving Tier 1 institutions and its potential to serve a critical role as the

securities-processing software of choice for industry utilities. M&A worked with the company’s shareholders and

tax advisors to determine the best structure under which to complete a transaction and played a critical part in

bringing the complex transaction to closure.

M&

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Dublin, Ireland

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to

Information Mosaic.

has been acquired by

Ulrich KunzChairman and CEO

The Marlin & Associates team went above and beyond our expectations in helping us to

initiate and manage this transaction. From the very beginning they provided us with sound

financial and strategic advice. Their knowledge of the industry and transaction expertise

was vital to our entire process. They helped us be fully prepared and they stuck with us

throughout the process.

JUNE 2016

Goldman Sachs Merchant Banking Division And Blackstone Acquire Ipreo

CASE STUDIES:

In early 2014, when M&A became aware that KKR was open to divesting Ipreo, M&A approached the Merchant

Banking Division of Goldman Sachs (“Goldman Sachs”), as M&A believed Goldman Sachs was uniquely

positioned to add value and help Ipreo grow. Subsequently, Goldman Sachs engaged M&A as an advisor to

pursue a potential acquisition of Ipreo.

The Merchant Banking Division of Goldman Sachs is one of the leading private equity investors in the world,

having invested and committed approximately $45 billion of equity capital in over 650 companies globally across its

corporate equity investing business.

On April 14, 2014, private equity funds managed by the Goldman Sachs Merchant Banking Division and

Blackstone (together, the “Sponsors”) signed a definitive agreement to acquire a majority stake in Ipreo from

affiliates of KKR, who retained a minority ownership stake in the business.

The value of the transaction was reported to be $975mm.Ove

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Marlin & Associates’ thorough understanding of the marketplace, competitors and potential follow-on acquisition

opportunities enabled the firm to provide valuable support to the Sponsors throughout the deal process. M&A

conducted financial analysis, a review of Ipreo management’s business plan and financial forecasts, a competitive

benchmarking analysis, a market share analysis and aided in the identification of potential follow-on acquisition

opportunities. M&A is pleased to have advised the Sponsors on this very important transaction.

M&

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Founded in 2006 with the merger of i-Deal and Hemscott, Ipreo Holdings LLC

("Ipreo"), based in New York, NY, is a global leader in providing market

intelligence, data, and technology solutions to all participants in the global capital

markets, including sell-side banks, publicly traded companies, and buy-side

institutions. Ipreo has more than 700 employees supporting clients in every

major financial center around the world. From new issuance through ongoing

investor management, Ipreo’s unique solutions drive connectivity and efficiency

throughout all stages of the capital-raising process.

Marlin & Associates was very familiar with Ipreo and the competitive landscape it

operates in. A few years earlier, M&A advised Ipreo and its owners at the time,

Veronis Suhler Stevenson (VSS), on the sale of its Hemscott unit to Morningstar.

M&A maintained close relationships with Ipreo and VSS as they were bidders on

several other firms which M&A advised. In May 2011, VSS announced the sale

of Ipreo to affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR).

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from affiliates of Kohlberg Kravis Roberts & Co. L.P.

Marlin & Associates advised the Sponsors.

Private equity funds managed by Blackstone and by the Goldman Sachs Merchant Banking

Division (together, the “Sponsors”) have agreed to acquire

JUNE 2016

AIM Software Received a Majority Investment From Welsh, Carson, Anderson & Stowe

CASE STUDIES:

When the timing was right, M&A leveraged its extensive industry relationships with both industry players and

financial sponsors to communicate AIM’s strengths, and desires in an effort to identify the right partner for the

Company. While many firms expressed serious interest, in January 2015, AIM selected Welsh Carson, Anderson &

Stowe (“WCAS”) as its partner. The New York-based private equity firm was prepared to invest primary capital into

the business to accelerate the Company's high-growth expansion plans and also to provide liquidity to existing

shareholders. WCAS also brought considerable management and technical expertise to the partnership and were

willing to allow the existing shareholders to retain a significant amount of equity. M&A worked with management as

well as with the shareholder’s and investor’s legal, accounting and tax advisors to determine the best structure

under which to complete a transaction.

The capital invested by WCAS is being used to help the Company expand to new markets, increase its product

line, and expand the number of AIM technical and sales employees, as well as to increase the Company’s visibility

through marketing and public relations as the Company continued to expand globally. AIM also plans to utilize the

new capital for future acquisitions.Ove

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M&A served as AIM's exclusive financial and strategic advisor in the Company's majority investment from WCAS.

M&A worked with AIM for more than a year before approaching potential partners. During that time, M&A

personnel worked with management to better position the Company’s new suite of products and strategic direction

including, its shift from customized software with license and maintenance pricing to a customer-focused product

sold-as-a-service (SaaS) with a subscription pricing. M&A advised on Key Performance Indicators to track and

helped prepare financial models showing financial and operating statistics. The strategy description, repositioning

and additional metrics helped potential partners understand AIM’s strengths, and opportunities.M&

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For more than eight years, M&A and AIM’s Founder & CEO had regular

discussions about the future of the Company.

In 2013, the founder approached M&A with a dilemma. Aim Software us a

successful enterprise software company based in Austria, Switzerland,

Luxembourg, France and the United Kingdom. The Company was generating a

great deal of cash from its award-winning Reference Data and Risk Management

software products, but global expansion would require increased investment in

product, marketing and management, as well as increase the risk profile of the

business. The CEO founder and other shareholders also wanted to take some

chips off the table.

AIM engaged M&A as its exclusive strategic and financial advisor.

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Vienna, Austria

received a majority investment from

New York, NY

Marlin & Associates acted as exclusive strategic and financial advisor to AIM

Software.

Martin BuchbergerFounder and CEO

The Marlin team was instrumental in helping AIM to get this transaction completed.

Marlin's preparation was extremely thorough, and their execution was flawless. Their

industry knowledge, expertise and passion were both apparent and invaluable, and they

demonstrated unwavering commitment, integrity and hard work.

JUNE 2016

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INVESTMENT BANKING AND STRATEGIC ADVISORY TO

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