ad-tech perspective june 2014

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Advertising And Marketing Technology June 2014 Disclaimer: This document has been produced by Results International Group LLP (“Results”) and is furnished to you solely for your information and may not be reproduced or redistributed, in whole or in part, to any other person. No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information contained herein and, accordingly, none of Results’ officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. Julie Langley Chris Lewis Mark Williams Partner Managing Director Director +44 (0) 20 7514 8247 +44 (0) 20 7514 8236 +44 (0) 20 7514 8242 [email protected] [email protected] [email protected] For more information contact: Market overview and update

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The latest edition of our Advertising and Marketing Technology sector overview piece, looking at M&A and financing trends across the AdTech and marketing software sector.

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Page 1: Ad-tech Perspective June 2014

Advertising And Marketing Technology

June 2014

Disclaimer:

This document has been produced by Results International Group LLP (“Results”) and is furnished to you solely for your

information and may not be reproduced or redistributed, in whole or in part, to any other person. No representation or

warranty (expressed or implied) is made as to, and no reliance should be placed on, the fairness, accuracy or

completeness of the information contained herein and, accordingly, none of Results’ officers or employees accepts any

liability whatsoever arising directly or indirectly from the use of this document.

Julie Langley Chris Lewis Mark Williams

Partner Managing Director Director

+44 (0) 20 7514 8247 +44 (0) 20 7514 8236 +44 (0) 20 7514 8242

[email protected] [email protected] [email protected]

For more information contact:

Market overview and update

Page 2: Ad-tech Perspective June 2014

Contents

01 About Us

02 Market Landscape

03 Public Markets Environment

1

Page 3: Ad-tech Perspective June 2014

Digital Media

Selected clients and transaction counterparties (1)

Corporate Finance Advisors to the AdTech, Software & Marcoms Sectors

An established team of sector experts…

• Results International is a market-leading M&A advisory

firm founded in 1991

• Entrepreneurial and owner-managed

• 40 person global team with over 250 completed

transactions

• Senior level attention on all transactions

Adtech

Marketing Services Software

Sector specialism

…with global reach

(1) Some clients were advised by Results International Partners at prior firms 2

Page 4: Ad-tech Perspective June 2014

Jim Houghton Partner

James Kesner Manager

Anthony Harrington Director

Mark Williams Director

Selected Team Members - UK

• Joined Results in 2010, with

over 15 years of M&A

experience

• Prior to joining Results Jim led

European M&A activity for

the marketing services

division of Omnicom (DAS)

• Clients include We are

Social, Blue Rubicon, Virgo

Health, Crayon, Iris, and

United News & Media plc

Keith Hunt Managing Partner

• Joined Results in 2005 -

Previously Head of M&A at

Ernst & Young

• 20+ years experience in

corporate finance, including

M&A, fundraising, IPOs, JVs,

MBOs and MBIs

• Clients include The Group,

Figtree, Monitor Media,

Spannerworks, Flip Media,

Transactis, Punktilio,

Flamingo, Brand X, and AIA

• Joined Results in 2012. He

started his career at KPMG

working in Financial Services M&A and moved to

Ingenious Corporate

Finance in 2010

• Clients include Staffcare,

Moonpig, St Ives, and

Inflexion

Julia Crawley-Boevey Director

• Joined Results in 2010 having

spent over four years at BDO

where she worked in both Audit and Corporate

Finance

• Clients include The Group,

Blue Rubicon, Virgo Health,

Incite, and Crayon

• Joined Results in 2013, has

experience in healthcare

focused corporate finance at Bear Stearns, Rothschild

and Investec

• Clients include Enteq

Upstream PLC, Arena Leisure

PLC, Busy Bees and

Protherics PLC

• Joined Results in 2013 from

Kingston Smith

• ACA qualified, has previously worked as a

Finance Director for a

London based brand

consultancy

• Previous clients include ID

magazine, Not to Scale,

Writtle, Adam and Eve

Julie Langley Partner

• Joined Results in 2012 to lead the tech and digital

media practice

• 15 years M&A experience at

Broadview then Jefferies,

advising tech and digital

media companies on M&A

and fundraising

• Advised on transactions with

Oracle, Microsoft, Experian,

Moody’s, IAC, Axel Springer,

DMGT, and BT, amongst others

• Joined Results in 2013, with over 15 years M&A

experience

• Prior to joining Results, Chris

headed up the Technology

M&A practice at KPMG. He

also spent 11 years advising

tech companies at Arma

Partners and JP Morgan

• Clients include Zinc Ahead,

Pushbutton and Irdeto

Chris Lewis Managing Director

3

Page 5: Ad-tech Perspective June 2014

• Co-founded GroupArgent in

2005. Closed $4.0 billion in

cross-border transactions

including several Canada-US

• Experience includes advising

Hunt Mobile Advertising on

its transaction with Opera

Mediaworks, Telesystem

International Wireless

(NASDAQ: TIWI) sold to

Vodafone, and buyout and

exit representation for

Canadian firms Caisse de

Dépôt and Wynnchurch

Pierre-Georges Roy Partner

Selected Team Members - International

• Long career in marketing

sector (Ogilvy & Mather, The

Ball Partnership)

• Managed the acquisition of

SMART to McCann

Worldgroup, CCG by Publicis Group to establish

Digitas China, CIC by Kantar

Media and The Upper Storey

by Isobar

Andrew Kefford Managing Partner –

Asia Pacific & MENA

Chris Beaumont Managing Partner –

North Asia

• 16 years of experience

consulting in Asia

• For 10 years Chris was with

McCann-Erickson in Asia; he

was both Vice-Chairman of

its operations in Tokyo and Chief Strategy Officer for

WorldGroup across Asia

• Co-founded GroupArgent in

2005 and has closed over 35

transactions totaling $0.75

billion

• Experience includes advising

Hunt Mobile Advertising on

its transaction with Opera

Mediaworks

• Prior to GroupArgent,

Maurice worked at the

Zanett Group, Morgan

Stanley and IBM

Maurice Watkins Partner

• Joined Results in 2008 and

has 13 years working in

financial services, with over 8

years of experience as a

corporate finance specialist

• Previously worked at

Nomura, Royal Bank of

Canada and Ernst & Young

• Clients include Abacus, Total

Healthcare Group, Synergy,

D2D and Retail Eyes

Hemavli Bali Executive Director

• 27 years experience in the advertising sector, including

as COO of JWT's Middle East

Network

• Joined Results International

in 2008 and has since been

engaged in a number of

buy and sell mandates

Imad Kublawi Regional Partner –

MENA

• Spent 24 years at Hindustan Thompson (part of JWT), the

largest ad agency in India

• Other roles include COO at

RK Swamy/BBDO and as

advisor to companies in

India, Pakistan & Dubai

Sunil Gupta Area Liaison –

South Asia

4

US Team

Asia Team

Page 6: Ad-tech Perspective June 2014

Selected Transactions Across Technology, Marcoms & Digital Media

NOTE: Certain transactions were advised on by RI’s Partners and Managing Directors at previous firms. 5

has been acquired

by

has been acquired

by

has been acquired

by

has invested in

has been acquired

by

has been acquired

by is joining

has been acquired

by

has been acquired

by

has been acquired

by

has been acquired

by

has been acquired

by

has completed a joint

venture with

has invested in

has been acquired

by

has been acquired

by

has been acquired

by

has been acquired

by

Page 7: Ad-tech Perspective June 2014

Content

01 About Us

02 Market Landscape

03 Public Markets Environment

6

Page 8: Ad-tech Perspective June 2014

Measurement & Optimisation

• Ad Network and Exchanges

• DSPs/SSPs/DMPs

• Programmatic Trading Space

• Targeting/Retargeting

• Tracking, Tag Management

Attribution

• Optimisation

Marketing Technology Landscape – Illustrative Companies

Marketing Automation

• Omnichannel Campaign

Management

• Marketing Automation

• Lead Management

• Email Marketing

Social CRM /

Social Software / Data Advertising Platforms Mobile

• Mobile Marketing

• Mobile App Platforms

• Mobile DSPs

• Mobile Ad Management/Ad

Serving

• mCommerce

eCommerce Tech

• eCommerce Platforms

• Recommendation Software

• Personalisation Software

• eCommerce Logistics

• Content Management

Video

• OVP’s

• Video Sharing

• Video Commerce/

Marketing

• Video Creation Tools

• Video Ad Networks

• Video Search Engines Su

bse

gm

en

ts

Diversified

Vendors

Selected Representative Companies

• Social Media Tools

• Ratings & Reviews

• Monitoring & Intelligence

• Analytics

• Customer Service Solutions

• Enterprise social networking

7

Page 9: Ad-tech Perspective June 2014

Advertising Platforms Landscape – Illustrative Companies

8

Specialised entities of media buying agencies focusing on media trading and RTB

Agency buying

desks

Demand side

Technology for media buyers aggregate, bid on and optimize digital inventory across multiple sources

Demand side

platforms (DSPs)

Technology / marketplaces to connect publishers and advertisers and advertisements on websites

Ad Exchanges & Ad

Servers

Data providers and data management Platforms (DMP)

Data Management

Platforms (DMPs)

Commonly known as yield managers/optimisers

Supply side

platforms (SSPs)

Supply side

Enable the publishers of the website they Represent to sell more Inventory

Ad Networks

RTB

Focus

Page 10: Ad-tech Perspective June 2014

6155

48 45

78 7888

65 6470

89

73 7768

4959

119

0

20

40

60

80

100

120

140

Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014

Strength Of The Global M&A Ad Tech Market

(# D

ea

ls)

Sources: Press releases, CapitalIQ, Corpfin, and Results’ Analysis

Adtech consolidation continues at pace – however there is substantial VC funding going into the sector and the number of new start-ups is outpacing the

number of acquisitions (Source: Luma Partners)

Key M&A drivers:

- Established players have been acquiring new capabilities/ technologies to extend their existing product suites

- Large internet conglomerates and technology companies continue to compete to remain ‘on top’ of new tech innovations and are

competitively scouring the market for the best start-ups and talent

- Yahoo, in particular, was a prolific acquirer in 2013 making over 30 acquisitions

The IPO market has recently opened for adtech including RocketFuel, Criteo and YuMe, however these parties have yet to use their currency to pursue

acquisitions

- As many of the recently IPO’d companies have large operating losses and without profitability in sight, these companies are unlikely to make

significant acquisitions unless a deal is highly strategic

9

Page 11: Ad-tech Perspective June 2014

Selected Recent Deal Activity

Date Buyer Target EV ($m)

EV/REV Description

May-14 n.a. n.a. Behavioural based marketing automation platform

Apr-14 n.a. n.a. Cloud-based marketing automation

Jan-14 n.a. n.a. Marketing automation and lead generation platform

Jan-14 n.a. n.a. Marketing automation platform provider

Jan-14 n.a. n.a. Marketing automation platform provider

Jan-14 n.a. n.a. Mobile and web push notifications

Jan-14 n.a. n.a. Technology that turns graphic designs into email marketing messages

Dec-13 1,497 7.7x Software to orchestrate marketing interactions

Oct-13 n.a. n.a. CRM and marketing automation solutions

Oct-13 15 7.5x Content marketing start-up

Aug-13 n.a. n.a. Marketing automation & demand generation

Jun-13 600 10.3x Cross-channel campaign management

Jun-13 2,562 8.1x Cloud-based marketing automation

May-13 344 7.2x Lead generation and conversion software

May-13 n.a. n.a. App for SMEs to create email & mobile marketing campaigns

(1) Consideration was reportedly between $15-20m

Marketing Automation

10

Date Buyer Target EV ($m)

EV/REV Description

Feb-14 n.a. n.a. Social media strategy platform

Jan-14 18(1) n.a. Social analytics platform

Jan-14 n.a. n.a. Social intelligence and text analytics

Dec-13 n.a. n.a. Social media analytics and engagement platform

Nov-13 n.a. n.a. Social analytics platform

Oct-13 35 n.a. Social advertising and analytics platform

Oct-13 n.a. n.a. "Billboard", social ads to promote products

Jul-13 n.a. n.a. Social media monitoring company

Jun-13 n.a. n.a. Platform for conducting social media analysis

May-13 n.a. n.a. Social commerce platform

Apr-13 n.a. n.a. Social media listening and compliance

Feb-13 c.75 n.a. Social media monitoring for TV shows & commercials

Jan-13 n.a. n.a. Social media marketing suite for SMBs

Aug-12 40 n.a. Social media advertising services

Jul-12 350 n.a. Social media marketing software

Social CRM / Social Software

Page 12: Ad-tech Perspective June 2014

Selected Recent Deal Activity

Date Buyer Target EV ($m)

EV/REV Description

May-14 n.a. n.a. Mobile data management platform

May-14 n.a. n.a. Mobile ad sever

Apr-14 n.a. n.a. Rich media mobile advertising

Apr-14 n.a. n.a. Mobile ad exchange

Mar-14 n.a. n.a. Mobile ad targeting technology

Mar-14 n.a. n.a. Mobile ad targeting

Jan-14 n.a. n.a. Mobile ad server and analytics platform

Jan-14 n.a. n.a. "Smart receipts" that feature coupons and special offers

Jan-14 n.a. n.a. Proximity mobile marketing firm

Jan-14 n.a. n.a. Technology to target display ads to audiences & locations

Jan-14 n.a. n.a. Mobile advertising network

Nov-14 n.a. n.a. Mobile marketing business in India, UK and US

Oct-13 150(1) n.a. Mobile data analytics platform

Oct-13 15 n.a. Mobile personalisation and native advertising technology

Oct-13 n.a. n.a. Cloud-based mobile messaging tools

11

(1) Total deal size is reportedly between $100-200m

(2) Does not include approx. $4m in employee equity instruments which vest over next 4 year period

(3) Consideration consists of 3m of Brightcove stock and $9m in cash

(4) A further $10m of consideration is payable to employees and management as incentive and

retention payments over next 12 month period

(5) EV includes extra consideration of $5m which is contingent on further investment not being required

for the new company post acquisition

Mobile Technology

Date Buyer Target EV ($m)

EV/REV Description

May-14 n.a. n.a. Video ad measurement technology

Mar-14 360 n.a. Video ad placement technology

Feb-14 26(2) n.a. Targeted video advertising technology

Jan-14 49(3) 9.8x Video advertising technology

Dec-13 55(4) 2.2x Mobile video advertising technology platform

Oct-13 n.a. n.a. Video creative build and distribution

Oct-13 n.a. n.a. Social artery for video news, inspiration and leading voices

Sep-13 n.a. n.a. Online video demand side platform

Aug-13 490(5) n.a. TV advertising distribution unit of Digital Generation

Aug-13 405 n.a. Video advertising platform

Aug-13 n.a. n.a. Video content syndication and advertising platform

May-13 n.a. n.a. Platform for social video advertising

Apr-13 n.a. n.a. Video advertising network

Mar-13 n.a. n.a. Video advertising network

Jan-13 n.a. n.a. In-stream video advertising optimization

Video Technology

Page 13: Ad-tech Perspective June 2014

Selected Recent Deal Activity

12

Date Buyer Target EV ($m)

EV/REV Description

May-14 n.a. n.a. Product search technology for eCommerce sites

Feb-14 n.a. n.a. SEO technology for eCommerce sites

Feb-14 n.a. n.a. eCommerce software solutions

Feb-14 n.a. n.a. eCommerce platform provider

Jan-14 n.a. n.a. eCommerce platform

Jan-14 n.a.(1) n.a. eCommerce and ad personalisation technology

Jan-14 n.a. n.a. Digital publishing and eCommerce SaaS solutions

Nov-13 n.a. n.a. CXM platform with integrated eCommerce engine

Oct-13 n.a. n.a. SaaS logistics and supply chain management

Oct-13 n.a. n.a. Customer-centric ecommerce solution

Oct-13 n.a. n.a. eCommerce personalisation technology

Aug-13 n.a. n.a. eCommerce solutions provider

Aug-13 1 0.7x eCommerce solutions provider

Jul-13 n.a. n.a. eCommerce app platform

Jun-13 n.a. n.a. eCommerce platform that places promotions (Buy Now)

Ecommerce Technology

(1) Does not include a further $7.7m of consideration paid out over next two years

(2) Expected to generate roughly $30m in revenue for FY16

(3) Does not include $2m in converted stock awards given as part of the consideration and potential

$10m earn out payable over next 17 months

(4) EV / TTM EBIT multiple of 2.2x

Date Buyer Target EV ($m)

EV/REV Description

May-14 n.a. n.a. Marketing attribution platform

May-14 310 n.a.(2) Data on boarding technology to assist advertising decisions

May-14 150 7.5x Marketing attribution platform

May-14 91 8.3x(3) Marketing attribution platform

Apr-14 n.a. n.a. Cookieless and cross-device targeting technologies

Apr-14 n.a. n.a. Real time ad creation software

Apr-14 n.a. n.a Demand side platform

Apr-14 n.a. n.a Bid management technology for search marketing

Apr-14 n.a. n.a. Programmatic digital advertising technology

Mar-14 n.a. n.a. Data management platform

Mar-14 n.a. n.a. Tag management technology

Feb-14 n.a. n.a. Data management platform

Feb-14 n.a. n.a. Programmatic media buying and optimisation platform

Feb-14 n.a. n.a. Media trading firm

Dec-13 3 n.a.(4) Advertising solutions to match advertisements to content

Advertising Platforms

Page 14: Ad-tech Perspective June 2014

Content

01 About Us

02 Market Landscape

03 Public Markets Environment

13

Page 15: Ad-tech Perspective June 2014

18.7x

21.2x

15.2x

11.3x

n.a.

9.1x

12.1x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

Diversified

Internet

Marketing

Technology

Video Mobile Social CRM Diversified

Agencies

Enterprise

Software

28%

11%

0%

24%

0%

17%

30%

0%

5%

10%

15%

20%

25%

30%

35%

Diversified

Internet

Marketing

Technology

Video Mobile Social CRM Diversified

Agencies

Enterprise

Software

6.5x

2.9x

2.1x

2.8x

2.5x

1.6x

3.9x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

Diversified

Internet

Marketing

Technology

Video Mobile Social CRM Diversified

Agencies

Enterprise

Software

18%

26%

17%

30%

15%

4%

9%

0%

5%

10%

15%

20%

25%

30%

35%

40%

Diversified

Internet

Marketing

Technology

Video Mobile Social CRM Diversified

Agencies

Enterprise

Software

Valuation Benchmarks

14

EBITDA Margins 2014E EV/EBITDA 2014E

Revenue growth (13-14E) EV/REV 2014E

N/A

Notes: EV = Enterprise Value; Calendarised to December year end

Source: Capital IQ and Analyst Reports

Note – see appendix for details of companies included in each category

N/A

Page 16: Ad-tech Perspective June 2014

Company IPO Date

IPO Share

Price

Current

Share Price % Change

Since IPO

High Since

Trading

Low Since

Trading Current EV

EV/Rev

2014E

EV/EBITDA

2014E

NYSE

April 2014 15.00 12.13 (19%) 23.20 11.15 472 4.2x n.m.

AIM

November

2013 0.96 1.25 31% 1.51 0.69 132 11.2x n.m.

Nasdaq

October 2013 31.00 33.59 8% 60.95 25.16 1,622 6.1x 33.0x

Nasdaq

September

2013 29.00 22.08 (24%) 71.89 19.31 699 2.9x n.m.

NYSE

August 2013 9.00 5.69 (37%) 12.08 5.51 135 1.5x 23.7x

NYSE

June 2013 10.00 4.12 (59%) 11.09 3.59 121 2.0x n.m.

Nasdaq

May 2013 13.00 23.71 82% 45.00 17.20 966 6.8x n.m.

NYSE

March 2013 14.00 9.68 (31%) 19.95 8.41 247 2.5x n.m.

IPO Case Studies

15 Source – Capital IQ, Market Data as of 16th May 2014; Note – Calendarised to December year end

$ millions, except share price data

IPO Current Trading Valuation

Page 17: Ad-tech Perspective June 2014

27 Soho Square, London, W1D 3AY

t +44 20 7629 7575 | f +44 20 7629 2233

www.resultsig.com

Contact Us

Julie Langley

Partner

Di: +44 (0) 20 7514 8247

E: [email protected]

16

Mark Williams

Director

Di: +44 (0) 20 7514 8242

E: [email protected]

Page 18: Ad-tech Perspective June 2014

Content

Appendix

17

Page 19: Ad-tech Perspective June 2014

usd millions, except per share

data Valuation Metrics Operating Metrics

Price Market Net Enterprise Revenue EBITDA Revenue Growth EBITDA Margin

Company (16-May-14) Cap Debt Value CY2014 CY2015 CY2014 CY2015 CY13-14 CY14-15 CY2014 CY2015

Diversified Internet

Google Inc. 528.30 356,335 (48,880) 307,455 5.8 x 5.0 x 11.7 x 9.8 x 13.0% 16.8% 50.0% 51.0%

Yahoo! Inc. 33.41 33,910 (1,715) 32,194 7.1 x 6.8 x 25.0 x 20.6 x 2.1% 4.7% 28.5% 33.0%

AOL Inc. 36.81 3,040 34 3,074 1.7 x 1.7 x 6.2 x 5.9 x 0.8% (0.1%) 26.9% 28.3%

Facebook, Inc. 58.02 148,899 (12,237) 136,662 11.6 x 8.8 x 18.7 x 14.2 x 50.2% 31.1% 61.9% 61.9%

LinkedIn Corporation 147.02 17,901 (2,301) 15,600 7.3 x 5.5 x 29.9 x 20.2 x 39.1% 33.3% 24.6% 27.2%

Amazon.com Inc. 297.70 136,992 (5,519) 131,473 1.4 x 1.2 x 19.8 x 14.8 x 21.9% 20.1% 7.3% 8.2%

Twitter, Inc. 32.26 20,299 (1,983) 18,316 14.5 x 9.2 x n.m. 41.3 x 90.4% 57.0% 16.2% 22.3%

eBay Inc. 51.95 66,149 (3,716) 62,433 3.4 x 3.0 x 10.3 x 9.2 x 13.9% 14.4% 33.1% 32.5%

25th percentile 3.0 x 2.7 x 11.0 x 9.7 x 10.2% 12.0% 22.5% 26.0%

Median 6.5 x 5.3 x 18.7 x 14.5 x 17.9% 18.5% 27.7% 30.4%

75th percentile 8.4 x 7.3 x 22.4 x 20.3 x 41.9% 31.7% 37.3% 37.5%

Marketing Technology

Experian plc 17.50 17,084 3,943 21,027 4.2 x 3.9 x 12.1 x 11.2 x 4.5% 7.0% 34.4% 35.0%

Marin Software Incorporated 9.68 338 (91) 247 2.5 x 2.1 x n.m. n.m. 25.8% 19.9% (22.7%) (10.3%)

LivePerson Inc. 9.84 533 (79) 454 2.2 x 2.0 x 20.6 x 16.3 x 13.8% 14.3% 10.9% 12.0%

Demandware, Inc. 50.10 1,911 (254) 1,657 11.2 x 7.9 x n.m. n.m. 42.8% 41.9% 3.4% 7.0%

Vocus Inc. 17.99 398 40 438 2.4 x 2.3 x 21.7 x 17.2 x (2.6%) 4.3% 11.1% 13.4%

Digital River Inc. 15.70 513 (257) 256 0.7 x 0.6 x 5.5 x 4.4 x (3.4%) 6.0% 12.3% 14.5%

Interactive Intelligence Group Inc. 47.83 1,043 (90) 953 2.6 x 2.2 x 42.0 x 34.8 x 15.0% 16.5% 6.2% 6.4%

Constant Contact, Inc. 27.59 906 (131) 775 2.3 x 2.1 x 12.8 x 10.4 x 15.8% 13.6% 18.3% 19.9%

Marketo, Inc. 23.71 1,077 (111) 966 6.8 x 5.2 x n.m. n.m. 47.3% 31.9% (23.3%) (12.1%)

Rocket Fuel Inc. 22.08 888 (189) 699 2.9 x 2.0 x n.m. 18.1 x 78.1% 45.1% 1.3% 10.9%

Criteo SA 33.59 1,938 (316) 1,622 6.1 x 4.7 x 33.0 x 18.2 x 49.3% 29.4% 18.4% 25.7%

The Rubicon Project, Inc. 12.13 435 37 472 4.2 x 3.2 x n.m. n.m. 35.0% 31.6% (4.7%) 3.8%

PROS Holdings, Inc. 22.30 667 (44) 623 3.3 x 2.7 x 26.9 x 16.0 x 31.0% 19.6% 12.2% 17.2%

25th percentile 2.4 x 2.1 x 12.7 x 11.2 x 13.8% 13.6% 1.3% 6.4%

Median 2.9 x 2.3 x 21.2 x 16.3 x 25.8% 19.6% 10.9% 12.0%

75th percentile 4.2 x 3.9 x 28.4 x 18.1 x 42.8% 31.6% 12.3% 17.2%

Video

Brightcove, Inc. 8.71 286 (20) 265 2.1 x 1.8 x n.m. n.m. 17.3% 16.4% (6.1%) (1.2%)

Rightster Group Plc 1.25 153 (21) 132 11.2 x 3.8 x n.m. n.m. 13.6% 194.3% (168.6%) 1.9%

Blinkx plc 1.26 505 (127) 378 2.7 x n.a. 6.7 x n.a. 21.3% n.a. 39.7% n.a.

Tremor Video, Inc. 4.12 209 (87) 121 2.0 x 1.4 x n.m. 55.1 x 14.3% 40.3% (17.4%) 2.5%

YuMe, Inc. 5.69 185 (50) 135 1.5 x 1.2 x 23.7 x 9.5 x 28.2% 28.9% 6.3% 12.1%

25th percentile 2.0 x 1.3 x 11.0 x 20.9 x 14.3% 25.8% (17.4%) 1.2%

Median 2.1 x 1.6 x 15.2 x 32.3 x 17.3% 34.6% (6.1%) 2.2%

75th percentile 2.7 x 2.3 x 19.5 x 43.7 x 21.3% 78.8% 6.3% 4.9%

Selected Publicly Traded Companies

18

See Slide 22 for sources and notes

Page 20: Ad-tech Perspective June 2014

usd millions, except per share

data Valuation Metrics Operating Metrics

Price Market Net Enterprise Revenue EBITDA Revenue Growth EBITDA Margin

Company (16-May-14) Cap Debt Value CY2014 CY2015 CY2014 CY2015 CY13-14 CY14-15 CY2014 CY2015

Mobile

Millennial Media Inc. 3.84 411 (98) 313 1.9 x 1.5 x 9.2 x 4.9 x 24.6% 27.8% 20.3% 29.7%

Opera Software ASA 11.77 1,610 (83) 1,527 3.7 x 2.9 x 13.4 x 9.9 x 36.2% 27.8% 27.8% 29.6%

25th percentile 2.3 x 1.8 x 10.2 x 6.2 x 27.5% 27.8% 22.2% 29.6%

Median 2.8 x 2.2 x 11.3 x 7.4 x 30.4% 27.8% 24.1% 29.6%

75th percentile 3.3 x 2.6 x 12.4 x 8.6 x 33.3% 27.8% 25.9% 29.6%

Social CRM / Social Software

Bazaarvoice, Inc. 6.03 457 (57) 400 2.1 x 1.8 x n.m. n.m. 10.0% 12.7% (5.6%) (1.7%)

Jive Software, Inc. 8.28 609 (106) 503 2.9 x 2.5 x n.m. n.m. 19.1% 18.1% (7.1%) (1.5%)

25th percentile 2.3 x 2.0 x n.a. n.a. 12.3% 14.0% (6.7%) (1.6%)

Median 2.5 x 2.1 x n.a. n.a. 14.6% 15.4% (6.4%) (1.6%)

75th percentile 2.7 x 2.3 x n.a. n.a. 16.9% 16.8% (6.0%) (1.5%)

Diversified Agencies

Dentsu Inc. 37.92 10,936 2,322 13,258 2.2 x 2.1 x 9.2 x 8.9 x 14.6% 4.0% 24.2% 24.0%

Havas 8.08 3,322 286 3,609 1.5 x 1.4 x 8.9 x 8.4 x 2.3% 3.6% 16.2% 16.7%

The Interpublic Group of Companies, Inc.17.80 7,612 1,161 8,773 1.2 x 1.1 x 9.1 x 8.0 x 4.6% 4.5% 12.9% 14.1%

Omnicom Group Inc. 67.28 17,496 2,639 20,135 1.3 x 1.3 x 9.0 x 8.4 x 4.3% 4.4% 14.7% 15.0%

Publicis Groupe SA 81.30 17,464 (739) 16,725 1.7 x 1.6 x 9.1 x 8.4 x 4.3% 5.3% 18.5% 19.0%

WPP plc 20.39 26,939 4,206 31,145 1.7 x 1.6 x 9.6 x 8.9 x 0.6% 5.9% 17.5% 17.7%

25th percentile 1.4 x 1.3 x 9.0 x 8.4 x 2.8% 4.1% 15.1% 15.4%

Median 1.6 x 1.5 x 9.1 x 8.4 x 4.3% 4.5% 16.8% 17.2%

75th percentile 1.7 x 1.6 x 9.2 x 8.8 x 4.5% 5.1% 18.3% 18.6%

Selected Publicly Traded Companies

19

See Slide 22 for sources and notes

Page 21: Ad-tech Perspective June 2014

usd millions, except per share

data Valuation Metrics Operating Metrics

Price Market Net Enterprise Revenue EBITDA Revenue Growth EBITDA Margin

Company (16-May-14) Cap Debt Value CY2014 CY2015 CY2014 CY2015 CY13-14 CY14-15 CY2014 CY2015

Enterprise Software

Sage Group plc 6.69 7,346 607 7,952 3.5 x 3.3 x 11.7 x 10.9 x (1.3%) 6.1% 30.1% 30.3%

Blackbaud Inc. 33.29 1,515 141 1,656 3.0 x 2.8 x 14.4 x 12.7 x 8.7% 8.1% 21.0% 22.1%

Adobe Systems Inc. 61.64 30,913 (1,622) 29,291 7.0 x 5.8 x 25.4 x 16.6 x 3.6% 19.8% 27.4% 35.0%

Concur Technologies, Inc. 80.81 4,625 (131) 4,494 6.1 x 5.0 x 36.3 x 27.7 x 25.7% 24.0% 16.9% 17.9%

Qlik Technologies, Inc. 21.20 1,908 (253) 1,655 3.0 x 2.6 x 38.8 x 27.0 x 16.5% 16.7% 7.8% 9.6%

Salesforce.com, Inc 51.80 32,297 1,670 33,967 6.6 x 5.3 x 45.9 x 32.7 x 30.0% 24.5% 14.3% 16.1%

Oracle Corporation 41.69 193,137 (12,520) 180,617 4.6 x 4.4 x 9.0 x 8.5 x 4.2% 4.5% 50.9% 51.7%

Microsoft Corporation 39.83 329,144 (64,192) 264,952 2.8 x 2.5 x 8.0 x 7.8 x 15.8% 10.4% 34.7% 32.5%

SAP AG 75.91 92,503 (400) 92,103 3.9 x 3.6 x 11.0 x 10.1 x 3.8% 6.9% 35.2% 35.5%

Intuit Inc. 75.51 21,844 (832) 21,012 4.5 x 4.2 x 11.4 x 10.4 x 7.8% 7.7% 39.8% 40.3%

Open Text Corporation 47.67 5,880 997 6,876 3.9 x 3.5 x 12.1 x 10.4 x 18.2% 11.5% 32.3% 33.7%

25th percentile 3.3 x 3.1 x 11.2 x 10.3 x 4.0% 7.3% 18.9% 20.0%

Median 3.9 x 3.6 x 12.1 x 10.9 x 8.7% 10.4% 30.1% 32.5%

75th percentile 5.4 x 4.7 x 30.9 x 21.8 x 17.4% 18.2% 34.9% 35.3%

Selected Publicly Traded Companies Cont.

20

Sources:

Net revenues have been used where appropriate

Yahoo – financials taken from Jefferies (April 2014) & checked against company's financial results, market data taken from Capital

Google – financials taken from Morgan Stanley (April 2014) & checked against company's financial results, market data taken from CapitalIQ

AOL – financials taken from Deutsche Bank (May 2014) & checked against company's financial results, market data taken from CapitalIQ

Rocket Fuel – financials taken from Credit Suisse (May 2014) & checked against company's financial results, market data taken from CapitalIQ

Criteo – financials taken from Deutsche Bank (May 2014) & checked against company's financial results, market data taken from CapitalIQ

Tremor Video – financials taken from Credit Suisse (May 2014) & checked against company's financial results, market data taken from CapitalIQ

Millennial Media – financials taken from Morgan Stanley (March 2014) & checked against company's financial results, market data taken from CapitalIQ

YuMe – financials taken from Deutsche Bank (May 2014) & checked against company's financial results, market data taken from CapitalIQ

Dentsu - financials taken from Morgan Stanley (February 2014) & checked against company's financial results, market data taken from CapitalIQ

Blinkx - financials taken from Jefferies (January 2014) & checked against company's financial results, market data taken from CapitalIQ

For all other companies – financials and market data taken from CapitalIQ

Note:

Financials calendarised to December year end, market data as at 16th May 2014