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Digital disruption, slow organic growth drive tech deals Global technology M&A report Issue 31 January-March 2016 final look

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Page 1: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

Digital disruption,slow organic growthdrive tech deals

Global technology M&A report

Issue 31January-March 2016 final look

Page 2: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

2 | Global technology M&A January-March 2016

*All values in this report are of disclosed-value deals only and all dollar references are in US dollars unless otherwise indicated.

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

HighlightsEquity market turmoil and debt gettingharder to obtain appeared to have minimalimpact on global technology M&A in 1Q16.While aggregate value declined YOY andfrom 4Q15’s all-time record, increasing volume suggests an active year ahead. Accelerating digital disruption, combined withdecelerating organic growth, drove ongoingM&A strength as some companies soughtstrategic technology deals and others soughtinorganic growth.

• 1Q16 aggregate value of $66.7 billion* fell 65% from 4Q15’s post-dotcom-bubble record, and 14% year-over-year (YOY). However, it still ranks as the ninth-highest tech M&A quarter ever by value.

• Quarterly volume rebounded to 1,002 deals, up 8% sequentially and 2% YOY. It is the third of the past four quarters to top 1,000 deals.

• Connected car deal volume rose; 1Q16 is the category’s debut in Figure 1, below. Deals in big data analytics and payments and financial services were big contributors to 1Q16 value, along with health care IT (HIT). Cloud/SaaS deals had high volume.

• Cross-border (CB) aggregate deal value fell to $22.2 billion, down 19% from 4Q15 and 31% YOY. n

Deal drivers

Non-tech-buyer deal value rebounded in 1Q16 —it was 25% of aggregate value. Meanwhile,IT services buyers drove nearly anotherthird of quarterly value ($19.8 billion).

• HIT topped the chart in average value perdeal thanks to three deals over $1 billion.Buyers targeted big data analytics to enhance health care management.

• Growth in big data analytics and HIT were the biggest contributors to 1Q16 aggregate and average values.

• Seven of the 10 trends shown increasedin volume YOY. Big data analytics led thepack in volume growth (+72% YOY). n

Deal size Though 1Q16 had only one less deal over$1 billion, big-ticket deals were smaller thisyear thus causing the 14% YOY drop in aggregate value.

• Fourteen 1Q16 deals above $1 billion had$40 billion in aggregate value, down 30%YOY from $57.4 billion in 15 1Q15 deals.

• Aggregate value of mid-size deals ($100 million to $1 billion) rose 46%YOY. Most of this came from deals between$100 million and $500 million, whichrose 61% YOY.

• But small deals (below $100 million) fell15% YOY to $3 billion, dropping below the2015 quarterly average of $3.5 billion. n

Figure 1: A directional view of select 1Q16 deal-driving trends

Note: average deal value is based on the value of disclosed-value deals, while number of deals includes both disclosed-value and undisclosed-value deals. Bubble size is based on each deal-driving trend’s share of total quarterly value.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

Ave

rage

dea

l val

ue (

$m

)

Number of deals noted

50 100 150 200 250 300 350 400

$1,000

$400

$200

$600

$0

$800

$1,200

$1,400

Health care IT

Cloud/SaaSSmart mobility

Security

IoT

GamingConnected cars

Payment and financial technologies

Big data

Advertising and marketing technologies

1Q15 | $77.1b

1Q16 | $66.7b

60%15%21%

74%10%11%

4%

4%

<$100m $100m–$500m $500m–$1b >$1b

Figure 2: Aggregate value of announced deals by deal size, 1Q16 vs. 1Q15

Note: percentages may not total 100% due to rounding.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

Page 3: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

Global technology M&A January-March 2016 | 3

“Digital disruption is notstanding still for globaleconomic uncertainty, soneither is global technologyM&A. Big data analytics is aperfect example as tech andnon-tech companies alike seeknew data sources to feed theiranalytics capabilities, especiallywhere machine learningtechnologies are involved. Soexpect the waves of M&A andnew partnering trends tocontinue.”

Jeff Liu

Global Technology Industry LeaderTransaction Advisory ServicesEY

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

Volume rises, value declines Rapidly evolving digital disruption and slowing organic growth in various techmarket segments and geographies drove tech dealmaking in the opening quarter of 2016. Deal volume rose YOY and sequentially, shrugging off the equity marketvolatility that normally suppresses M&A activity. Quarterly aggregate value declinedin light of the lack of megadeals above $10 billion but remained high: 1Q16 rankedninth among the 10 top-value tech M&A quarters ever.

1Q16 deals fueled by China and non-tech buyers, slowing organic growth,divestitures and big data analytics solution-buildingFor the third time in the last five quarters, non-tech buyers acquired 25% of alldisclosed value. Many of those were China-based, helping China’s YOY deal volumedouble and its disclosed value nearly quadruple. And China’s rising M&A helpedpropel the Asia-Pacific and Japan (APJ) region to the highest aggregate value seensince we began breaking out regional data five years ago (see the APJ snapshot,page 14).

Global technologyM&A update

$77,141m $189,844m $66,670m

4Q15 1Q161Q15

PE Corporate

Average value(corporate and PE)

Corporate average value

PE average value

$386m

$380m

$379m

$883m

$742m

$729m

$268m

$349m$363m

Figure 3: Total and average deal values for deals with disclosed values1Q15–1Q16

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

932

862

70

981

4Q15 1Q161Q15

PE Corporate

924

571,002

910

92

Figure 4: Total number of all announced deals 1Q15–1Q16

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4 | Global technology M&A January-March 2016

Other factors shaping 1Q16 tech M&A included:

• Solution-building in big data analytics, as buyers strove to create end-to-end solutions by adding data troves to their analytics platforms (or vice versa).

• Slowing organic growth, which led to a geographic expansion focus that included more cross-border (CB) deals targeting US companies (see “Cross-border value flow,” page 18).

• Rising internet of things (IoT) activity, which overlapped with connected car transactions and included deals by non-tech buyers — particularly global auto makers and their suppliers.

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

Up1Q16

1,002 dealsvolume up sequentially and YOY — it is the third of the pastfour quarters to top 1,000 deals

*Disclosed value excludes cash and debt from announced deal value per vendor methodology.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

Disclosedvalue ($m) Deal type

Multiple of TTM EV/ revenue

Multiple ofTTM EV/EBITDA

Premium offeredAnnounced

Tianjin Tianhai Investment Co. Ltd.

Canon Inc.

Leidos Holdings Inc.

Microchip Technology Inc.

Hon Hai Precision Industrial Co. Ltd.

NTT DATA Inc.

IBM Corporation

TSYS [Total Systems Services Inc.]

Tibet Tourism Co. Ltd.

Kakao Corporation

Cisco Systems Inc.

KKR & Co. L.P.

Golden Brick Silk Road Fund Management LLP/Yonglian Investment Co. Ltd./Beijing KunlunTech Co. Ltd./Qihoo 360 SoftwareCo. Ltd.

FleetCor Technologies Inc.

Ingram Micro Inc.

Toshiba Medical Systems Corporation

Information Systems & Global Solutions business assets of Lockheed Martin Corporation

Atmel Corporation

Sharp Corporation

Dell Services (an IT services provider of Dell Inc.)

Truven Health Analytics Inc.

TransFirst Inc.

Lakala Payment Co. Ltd.

Loen Entertainment Inc.

Jasper Technologies Inc.

Defense electronics business of Airbus Group SE

Opera Software ASA

Serviços e Tecnologia de Pagamentos SA

$6,000 17 Feb Corporate 0.1x 10.5x 43%

$5,923 17 Mar Corporate 2.4x N/A N/A

$5,000 26 Jan Corporate 0.9x N/A N/A

$3,560 19 Jan Corporate 3.3x 34.1x -7%

$3,427 30 Mar Corporate 0.4x N/A N/A

$3,055 28 Mar Corporate 1.1x N/A N/A

$2,600 18 Feb Corporate 4.3x 20.4x N/A

$2,350 26 Jan Corporate 2.3x 34.1x N/A

$1,682 5 Feb Corporate N/A N/A N/A

$1,531 11 Jan Corporate 6.4x 27.5x 22%

$1,400 3 Feb Corporate N/A N/A N/A

$1,222 18 Mar PE 1.1x N/A N/A

$1,200 10 Feb PE 2.1x 14.2x 64%

$1,050 15 Mar Corporate 5.6x 11.3x N/A

Buyer Target

Figure 5: Global top 14 deals, 1Q16We expanded the top 10 deals to 14 in this report to accommodate all deals above $1 billion.

Page 5: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

• Shifting government IT priorities, which led to multiple big-ticket deals.

• Hidden gems, as divestitures and spin-offs rose again, this time capturing 25% of aggregate value.

• Cybersecurity, HIT, cloud/SaaS, connected cars, and advertising and marketing technologies, which all were targeted with growing deal volume.

• Deals targeting IT services companies, which led 1Q16 YOY volume growth by rising far more than the total global increase.

Global technology M&A January-March 2016 | 5

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

Deal value declinesfrom record-breaking 4Q15and YOY, but ranks among top10 quarters

$66.7b

1Q16

Figure 6: Global technology transaction scorecard (corporate and PE), 1Q16

Deals announced 1Q15 Sequential % change 1Q16

924 910 6% ▲ –2% ▼

183 163 –31% ▼ –11% ▼

$69,422 $59,167 –65% ▼ –15% ▼

$379 $363 –50% ▼ –4% ▼

57 92 31% ▲ 61% ▲

20 28 33% ▲ 40% ▲

$7,718 $7,503 –60% ▼ –3% ▼

$386 $268 –70% ▼ –31% ▼

Corporate and PE

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

981 1,002 8% ▲ 2% ▲

203 191 –25% ▼ –6% ▼

$77,141 $66,670 –65% ▼ –14% ▼

$380 $349 –53% ▼ –8% ▼

PE

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

Corporate

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

YOY % change

Note: numbers may not add to totals due to rounding.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

Page 6: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

1Q16 by the numbersCorporate tech, non-tech and PE buyer aggregate deal values declined both sequentially and YOY, with just one exception: non-techbuyers rose sequentially. In volume terms, the number of non-techand PE deals rose YOY, while corporate deal numbers fell.

• Aggregate value of $66.7 billion in 1Q16 was down 65% sequentially and 14% YOY (Figure 6, page 5). But the falloff is due to challenging comparisons: 1Q15 was the highest-value first quarter ever, and 4Q15 was second-highest of any quarter.

• The 1Q16 aggregate value total nosed above the $66.6 billion posted in 1Q14 — the quarter that kicked off the last two years of blockbuster global technology dealmaking.

• Breaking out the corporate buyer deal values in Figure 6 between tech and non-tech, we see corporate tech buyers fell 15% YOY to $42.5 billion in 1Q16 from $49.9 billion in 1Q15. Non-tech buyers’ aggregate value fell 15% YOY to $16.7 billion from $19.5 billion in 1Q15, but soared sequentially from $6.6 billion in 4Q15.

• Mid-size deals between $100 million and $500 million showed surprising strength, rising 71% YOY in volume to 58 deals and 61% in value to $14 billion.

• Volume rose above 1,000 deals for the third time in the last four quarters, up 8% sequentially and 2% YOY. Corporate tech buyers actually declined by 5% YOY, or 44 deals, to 763 deals, while non-tech buyers rose 26% YOY (30 deals) to 147 deals and PE buyers rose 61% (35 deals).

6 | Global technology M&A January-March 2016

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

Figure 7: Global technology transactions value flow by sector, 1Q16 vs. 4Q15

4Q15

CE = Communications equipment CPE = Computers, peripherals and electronics

Note: percentages may not total to 100% due to rounding.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

1Q16

Buyer $66.7b

Target $66.7b

CPE24%

Semiconductors12%

Software25%

IT services21%

IT services30%

Internet6%

CPE14%

CE4%

Software/SaaS 5%

Non-tech25%

Non-tech10%

Semiconductors10%

PE11%

CE 1%

Internet 1%

Buyer $189.8b

Target $189.8b

CPE50%

CE 1%

Semiconductors11%

IT services8%

Internet13%

Software/SaaS16%

CPE50%

Non-tech3%

IT services5%

Semiconductors11%

Internet13%

PE10%

CE 1%Software/SaaS 6%

Page 7: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

• The volume increase was out of sync with the NASDAQ Composite Index, which fell 3% sequentially in 1Q16. Normally, tech M&A volume moves in sync with the NASDAQ index.

• Tech divestiture volume rose 50% to just over 150 deals in 1Q16; aggregate value of $16.7 billion was 25% of the total quarterly value.

• China’s aggregate disclosed value of $15.1 billion was up 287% from $3.9 billion in 1Q15; it represented 23% of global value and 52% of APJ regional value. China’s deal volume doubled to 34 deals in 1Q16. Many deals targeted US companies (see the APJ snapshot, page 14, and “Cross-border value flow,” page 18).

Global technology M&A January-March 2016 | 7

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

$1,020b1Q16

Aggregate cash and investmentsof the top 25 global tech companiestopped $1 trillion for the first time(+4% sequentially and +17% YOY)

Source: EY analysis of Capital IQ data, accessed 28 April 2016.

Top 10

Next 15

$793

2Q141Q14

$263

$530

3%

5%

0%

$817

$263

$554

3Q14 4Q14 1Q15

2% 2%

2%3%

2% –1%

$830

$267

$563

$844$872

$264

$5804%

3%

2%

4%

6%

10%$270

$602

2Q15 3Q15 4Q15

$923

$297

$6264%

3%

2%

$953

$303

$6504%

3%

2%

$981

$308

$673

1Q16

4%

4%

3%

$1,020

$318

$702

Figure 8: Aggregate cash and short- and long-term investments for the top 25 technology companies, 1Q14–1Q16 ($b)

Page 8: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

14 deals above $1 billion reflect a diverse range of 1Q16 driversThe 14 big-ticket deals of 1Q16 reflected the full range of driversbehind the quarter’s dealmaking. Cross-industry blur resulting fromnon-tech buyers, geographic expansion, big data analytics, cybersecurity, IoT, payments and financial services, and deals targeting IT services companies were all represented by one, two orthree deals each.

• The largest deal of 1Q16 had a non-tech Chinese buyer: a unit of the diversified HNA Group offered $6 billion for US-based Ingram Micro, a technology distributor that also operates some tech companies’ supply chains.1 A spike in Chinese CB deals has drawn scrutiny from the US government, which blocked at least one such tech deal last year.2 Another top 14 deal, Tibet Tourism– Lakala Payment, had a non-tech Chinese buyer targeting a domestic payment transactions provider.

• NTT Data’s North American unit sought both strategic cloud services technology and geographic expansion for its Japanese parent through the top 14 deal for Dell Services (formerly Perot Systems). Geographic expansion was also noted as an aspect of the Ingram Micro acquisition.

• Three top 14 deals touched on HIT: Canon–Toshiba Medical Systems, IBM–Truven and Lockheed Martin’s spin-off of 49.5% ofits government IT services unit to Leidos. The latter two of thoseHIT targets also encompassed big data analytics. In all, HIT targets rose 19% YOY to 70 deals and 10% in value to $17 billionin 1Q16.

• Security was a factor in two top 14 deals: Leidos–Lockheed Martin’s IT services unit and the KKR pending deal for Airbus’sdefense electronics business.

• IoT technology lay at the heart of Cisco–Jasper, and it was an element of both the Microchip–Atmel and FleetCor–Serviços eTecnologia de Pagamentos deals.

• Three top 14 targets have payments technologies: Lakala Payment, TransFirst and Serviços e Tecnologia de Pagamentos. In all, 1Q16 saw 76 deals targeting payments and financial technologies, down 17% YOY; disclosed value rose 13% YOY to $6.8 billion.

• Four of the top 14 targets were divestitures or spin-offs: ToshibaMedical Systems, Dell Services, Airbus’s defense electronics unitand the Lockheed Martin deal.

8 | Global technology M&A January-March 2016

Big-ticket deals >$1 billion reflectedthe full range of deal-driving trendsfor 1Q16.

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

Page 9: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

Big data analytics deals target the dataInsightful data analytics require excellent data as well as good analytics platform technology. While there were still plenty of platform-focused analytics deals in 1Q16, we sense the possible beginning of a shift in focus, as exemplified by two deals targetingdata troves in different markets: HIT and marketing.

• IBM’s top 14 deal for Truven adds a cloud-based cache of healthcare benefits data to the patient data and clinical data it has acquired in previous deals. The machine learning technology atthe heart of IBM’s Watson cognitive computing initiative needslots and lots of data to learn and improve, and IBM’s dealmakingis feeding it that data.

• Oracle Corporation did a $175 million deal for AddThis Inc.,adding activity data for 1.9 billion monthly unique visitors tomore than 15 million mobile and web domains to its “Data as aService” cloud offering.3

• In all, we saw approximately 110 big data analytics deals, a 72% YOY jump. Disclosed value rose even more, by 82% YOY to$9.4 billion in 1Q16.

IoT deals rise, driven by connected carsIoT targets rose 22% YOY to 45 deals, including many of the 16connected car technology deals we counted in 1Q16 — up from 6 in 1Q15. Disclosed value of IoT targets fell to $8.4 billion from$14.3 billion in 1Q15 (which included the $11.8 billion NXP–Freescaledeal).

• Automakers seeking to develop self-driving cars acquired two autonomous vehicle technology start-ups in undisclosed-valuedeals. General Motors Corporation acquired Cruise AutomationInc., and Toyota Motor Corporation’s Toyota Research InstituteInc. acquired Jaybridge Robotics Inc. Although GM’s deal valuewas not disclosed, news reports pegged it at more than $1 billion.4 Toyota’s Silicon Valley-based research operation was announced last year as a $1 billion investment focusing inpart on artificial intelligence.5

• Cisco’s $1.4 billion deal for Jasper Technologies brings IoT technologies that help enterprises connect and monitor cars,jet engines, manufacturing equipment and heart pacemakers,among other devices. Jasper’s products help manage wirelessconnections and mobile operators’ billing, both critical aspects ofIoT ecosystems.6 The deal moves Cisco further up the stack toward end-to-end IoT solutions.

• There were two other notable IoT deals: Continental Corporation’sdeal for 3D camera and sensing technology that provides real-timemachine vision, occupant sensing and mapping functions (for an undisclosed value); and a $217 million acquisition by China’sAerospace Hi-Tech Holding Group of IEE SA, a Luxembourg-basedprovider of vehicle occupant and collision sensing technology.

Buyers pursue end-to-end solutions in security, advertising and marketingSeveral undisclosed-value deals by IBM exemplified the stack-to-solution trend in 1Q16.

• IBM acquired three technology-based marketing firms, one in theUS and two in Germany, to add to its Interactive Experience digital marketing division.7

• It also broadened its cybersecurity offerings in two deals, one foranti-fraud SaaS and the other for incident-response SaaS thathelps automate the process of responding to potential breaches.The latter deal brings noted cybersecurity expert Bruce Schneierinto IBM.8

• IBM expanded its cloud services solutions in two separate dealsfor companies that provide cloud integration services for Salesforce.com and Microsoft clouds.

• In all, security deals rose 9% YOY in volume to 70 deals and fell14% in disclosed value to $8.3 billion in 1Q16.

• Advertising and marketing deals also rose 9% YOY in volume, to144 deals. They also increased significantly in disclosed value, to$2.6 billion from $521 million in 1Q15.

Global technology M&A January-March 2016 | 9

Big data analyticsdeals jump YOY bothin value (+82%) andvolume (+72%).

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

Page 10: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

10 | Global technology M&A January-March 2016

PE volume increased YOYand sequentially — rankingit the second-highest PEvolume since 3Q10.

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

Divestiture growth resumes as more hidden gems appearDespite a sequential dip in 4Q15, divestiture volume and value rebounded in 1Q16 to continue a two-year uptrend. IT services,software/SaaS and internet companies were among the popular targets.

• Divestiture volume rose to slightly more than 150 deals, up fromjust shy of 130 deals in 4Q15. But YOY growth topped 50%, aswe counted roughly 100 deals in 1Q15.

• Disclosed value leapt to $16.7 billion from $4.4 billion in 4Q15and was nearly double the $8.5 billion of 1Q15. Divestitures contributed 25% of 1Q16 quarterly aggregate value, and morethan half the divestiture value came from IT services deals ($8.6 billion).

• Besides the four divestitures listed among the top 14 deals, othernotable deals included three from IBM with undisclosed values.IBM sold storage patents, its WebSphere Voice Response businessand Salary.com, a SaaS provider of compensation analytics thatIBM acquired as part of its $1.4 billion 3Q12 deal for Kenexa Corporation.

PE targets cloud/SaaS in second-highest-volume quarterPE dealmakers started the year slow again from a value perspective.First quarter aggregate value declined both YOY and sequentiallyfor the second consecutive year. But volume soared — a patternwe’ve seen before, suggesting big-ticket deals to come.

• At 92 deals, PE’s 1Q16 volume was up 61% YOY and 31% sequentially. It ranked as the second-highest PE volume we’veever recorded, topped only by 99 deals in 3Q10.

• At $7.5 billion, 1Q16 aggregate PE value was down 60% sequentially and 3% YOY. Only two PE deals made it onto the top14 list (Figure 5, page 4).

• Cloud/SaaS drove 37 1Q16 PE deals (40% of PE volume) and$2.8 billion in PE disclosed value (37% of PE value). Several ofthese deals involved HIT, targeting electronic health records andhealth care management platforms. PE buyers acquired sevenHIT targets overall, with $1.1 billion in disclosed value.

• Other prominent PE targets included cybersecurity (10 deals,$1.4 billion) and advertising and marketing (9 deals, $1.2 billion).

• The top PE deal of 1Q16 was also a divestiture: KKR’s $1.2 billionpending deal for Airbus’s defense electronics business.

• China’s PE buyers made four deals in 1Q16, but one made it ontothe top 14 list: the acquisition of Norway-based Opera Softwareby a consortium of buyers including security software firm Qihoo360, which was itself taken private last year.

Page 11: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

Look aheadDigital disruption means ongoingM&A strength The lesson of 1Q16 technology M&A is that challenging circumstances require resilient dealmakers — and global technology’s dealmakers appear up to the task. While macroeconomicuncertainty may suppress deal valuations a bit in 2016, remember: massive digitaltransformation caused by disruptive cloud, mobile, social and big data analytics technologiesis just beginning. Tech vendors must continue seeking scale and end-to-end solutions. Somewill continue going private to manage their transformations away from public-market scrutiny.Non-tech companies will increasingly acquire tech, driving up cross-industry blur — and all will pursue security technologies.

Most of all, growth is not an option — especially with shareholder activism rising on boardroomagendas, as noted in the recently released April 2016 edition of our twice-yearly CapitalConfidence Barometer (CCB) survey. The latest CCB paints a picture of challenging times,as the percentage of tech executives anticipating strong global economic improvement fell to1% of the 182 technology respondents, from 39% only six months ago. More to the point, 95%expect tech M&A to remain stable or improve (43% chose “stable” and 52% chose “improve”).But the shift away from “improve” is large: six months ago, 80% projected growth. Still, if technology dealmaking stabilizes at the 2014 and 2015 blockbuster levels, 2016 should prove to be a very exciting year!

In this context, we again suggest technology executives test their organizations against these questions:

• Are we positioned to offer customers true solutions, or even answers, instead of just a point offering in the overall technology stack?

• Is there a “hidden gem” among our business units and other departments with the potential to drive greater value?

• Has disruptive technology placed our organization in the crosshairs of some upstart companies or activist investors?

• Are we doing all we can to provide comprehensive security in our offerings?

Now that market volatility appears to be easing, watch forpressure from game-changingdisruptive technologies such as cybersecurity, big data analytics and IoT to drive tech M&A even higher in the coming months.”

Jeff Liu Global Technology Industry Leader Transaction Advisory Services EY

Global technology M&A January-March 2016 | 11

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

Access our CCB Technology report at ey.com/ccb/technology

1Q16 aggregate deal value of $66.7 billion fell 14% YOY from 1Q15 — but still ranks as theninth-highest tech M&A quarter ever by value.

$66.7b

Page 12: Digital disruption, slow organic growth drive tech deals · 2016-05-11 · Rapidly evolving digital disruption and slowing organic growth in various tech market segments and geographies

12 | Global technology M&A January-March 2016

Americas deal volume increased but values declined from the extraordinary levels of 4Q15, as no deals exceeded $10 billion.Americas buyers captured nearly two-thirds of global volume and even higher proportions of cloud/SaaS, big data analytics, security and IoT volume, as well as value.

• Security factored into 47 Americas deals, accounting for 96% ofthe $8.3 billion in global disclosed value targeting security.

• IoT drove about 30 deals — 67% of global IoT volume with 87% ofthe total disclosed value of $8.4 billion. One deal made the topfive: the Microchip–Atmel semiconductor consolidation deal, whichincludes a focus on microcontrollers and wireless connectivity chipsused in devices ranging from consumer electronics to cars.

• In another top five deal, the US subsidiary of Japan’s NTT Data isbuying Dell Inc.’s IT consulting division (formerly Perot Systems).The deal aims to grow the Japanese parent’s global IT services“footprint” to better support customers seeking more consistentcloud services worldwide.3

• The HIT, big data analytics and cloud/SaaS trends converged inIBM’s acquisition of Truven Health Analytics, IBM’s fourth majorHIT deal in a year as it seeks to build one of the world’s biggest collections of health-related data.4 IBM plans to integrate Truven’scloud-based cost, quality and outcomes data into its portfolio ofanalytics solutions for health care companies. HIT drove nearly 50 deals overall, representing 69% of global HIT volume and 55%of value.

• Payments and financial services factored into more than 40 deals,representing 65% of global value. The largest was the top five dealcombining payments processors TSYS and TransFirst. n

• Americas volume grew 1% YOY, slightly slower than the 2% globalaverage, but sequential growth outpaced the global average (18% vs. 8%). The region’s share of global volume was 66%, compared with 64% in full-year 2015.

• Aggregate deal value fell sharply, declining 33% YOY to the lowestlevel since 4Q14. Americas 1Q16 value of $33.1 billion was 50%of global aggregate value, compared with 73% in full-year 2015and 67% in 2014. The decline was largely due to a drop in megadealactivity that characterized 2015. Americas deals above $1 billiontotaled only $20.2 billion in 1Q16, after averaging $68.7 billionper quarter in 2015.

• The largest 1Q16 deal focused on US government services. Lockheed Martin is spinning off its information systems unit in adeal with IT services company Leidos Holdings to create thelargest pure-play government IT provider by revenue.1 Lockheedshareholders will own 50.5% of Leidos after the deal. The combinedcompany will focus on HIT, civil infrastructure, national securityand other US federal government applications.

• Defense electronics and security also drove the biggest PE deal,for Airbus’s defense-electronics business ($1.2 billion). The pending sale is part of a broader restructuring at the Europeanmanufacturer to focus on commercial aircraft, military planes andspace systems.2 YOY Americas PE value and volume grew 46% and69%, respectively.

Americas share of global security deal value

96%

*Ernst & Young Capital Advisors, LLC (EYCA) is a registered broker-dealer andmember of FINRA (www.finra.org) providing sector-specific advice on M&A, debtcapital markets, equity capital markets and capital restructuring transactions. It is anaffiliate of Ernst & Young LLP, a member firm of Ernst & Young Global Limited servingclients in the US.

“Americas tech and non-tech companies continue to lead the global IoT trend as it permeates industries ranging from cars to consumer appliances.”

David Hedley US Technology M&A Leader Ernst & Young Capital Advisors, LLC*

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18Additional charts

Regional snapshot

Americas

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Figure 9: Top five Americas deals (corporate and PE), 1Q16

Disclosed Premium Buyer Target value ($m) Announced Deal type offered

Leidos Holdings Inc.

Microchip Technology Inc.

NTT DATA Inc.

IBM Corporation

TSYS [Total Systems Services Inc.]

Information Systems & Global Solutionsbusiness assets of Lockheed Martin Corporation

Atmel Corporation

Dell Services (an IT services provider from Dell Inc.)

Truven Health Analytics Inc.

TransFirst Inc.

$5,000 26 Jan Corporate N/A

$3,560 19 Jan Corporate -7%

$3,055 28 Mar Corporate N/A

$2,600 18 Feb Corporate N/A

$2,350 26 Jan Corporate N/A

Note: numbers may not add to totals due to rounding.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

Figure 10: Americas transactions scorecard, 1Q16

Deals announced 1Q15 Sequential % change 1Q16

617 594 14% ▲ –4% ▼

103 73 –40% ▼ –29% ▼

$45,555 $27,961 –81% ▼ –39% ▼

$442 $383 –69% ▼ –13% ▼

39 66 65% ▲ 69% ▲

9 18 80% ▲ 100% ▲

$3,527 $5,136 –21% ▼ 46% ▲

$392 $285 –56% ▼ –27% ▼

Corporate and PE

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

656 660 18% ▲ 1% ▲

112 91 –31% ▼ –19% ▼

$49,081 $33,098 –79% ▼ –33% ▼

$438 $364 –69% ▼ –17% ▼

PE

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

Corporate

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

YOY % change

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14 | Global technology M&A January-March 2016

APJ was the only global region to see rising aggregate value growth in 1Q16, as its buyers acquired half of the 10 largestglobal deals by dollar value. China accounted for more than half of APJ value and contributed to a YOY volume increase.Mobility, cloud/SaaS, financial services, gaming, and advertising and marketing technologies drove many deals.

Regional snapshot

Asia-Pacific* and Japan (APJ)

• Display technology was a key focus of the Hon Hai–Sharp deal.The Taiwanese contract manufacturer, better known as Foxconn,plans to use Sharp’s expertise to expand into next-generationdisplay technologies, including OLED.3

• India topped deal volume among APJ countries with 35 deals,28% of total APJ volume. Only five transactions had disclosedvalues; the largest was a $460 million HIT deal by outsourcingservices company Wipro Ltd. for a US-based provider of healthinsurance exchange software. India’s other deals mostly targeteddomestic companies, notably internet and software start-ups, including payments and sharing economy companies.

• HIT drove the largest of Japan’s 16 deals, Canon–Toshiba MedicalSystems (a maker of imaging and other medical technology).Canon reportedly seeks to diversify as the camera industry declines, and Toshiba is divesting businesses as it focuses on nuclear power plants and flash memory.4

• Mobility factored into 28% of APJ deals, including one combininga South Korean messaging app provider with that country’slargest music-streaming service. n

• For the second consecutive quarter, big-ticket deals drove APJaggregate value to the highest level we’ve seen since breakingout regional data five years ago. Six deals over $1 billion accounted for 68% of APJ aggregate value, which rose 176%YOY and 4% sequentially to $29 billion. APJ had 44% of globalvalue in 1Q16 compared with 11% for full-year 2015.

• Volume grew 7% YOY to 123 deals, but that was lower thanAPJ’s 2015 quarterly average of 132 deals.

• China’s 34 deals totaled $15.1 billion in disclosed value, representing 28% of APJ volume and 52% of value.

• China deals included 10 by non-tech companies totaling $10 billion, representing nearly all (97%) of the value acquiredby APJ non-tech buyers. The deals included the largest-ever Chinese acquisition of a US tech company, in which a unit of conglomerate HNA Group is buying global technology distributorIngram Micro.1 The acquisition increases HNA’s internationalpresence and helps expand its logistics business into supply-chain operations, since some tech companies outsource the operation of their supply chains to Ingram Micro.2

• The largest APJ payments deal also involved a China non-techbuyer. Chinese payments company Lakala is being acquired by atourism company. Payments and financial services drove about adozen APJ deals worth $2.2 billion, or 32% of global value targeting financial services.

of global value was acquired by APJ companies.

44%“APJ M&A activity continues to increase in globalimportance as the region’s technology industry expands and non-tech buyers seek diversificationand global growth by buying tech companies.”

Ben KwanTransaction Advisory Services Technology, Media & Telecom (TMT) Market Segment LeaderEY Greater China

*Asia-Pacific includes India.

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Disclosed Premium Buyer Target value ($m) Announced Deal type offered

Tianjin Tianhai Investment Co. Ltd.

Canon Inc.

Hon Hai Precision Industrial Co. Ltd.

Tibet Tourism Co. Ltd.

Kakao Corporation

Ingram Micro Inc.

Toshiba Medical Systems Corporation

Sharp Corporation

Lakala Payment Co. Ltd.

Loen Entertainment Inc.

$6,000 17 Feb Corporate 43%

$5,923 17 Mar Corporate N/A

$3,427 30 Mar Corporate N/A

$1,682 5 Feb Corporate N/A

$1,531 11 Jan Corporate 22%

Figure 11: Top five APJ deals (corporate and PE), 1Q16

Figure 12: APJ transactions scorecard, 1Q16

Deals announced 1Q15 Sequential % change 1Q16

111 119 –14% ▼ 7% ▲

32 53 –25% ▼ 66% ▲

$6,976 $26,954 44% ▲ 286% ▲

$218 $509 93% ▲ 133% ▲

4 4 –20% ▼ 0% −

4 4 –20% ▼ 0% −

$3,559 $2,091 –77% ▼ –41% ▼

$890 $523 –71% ▼ –41% ▼

Corporate and PE

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

115 123 –15% ▼ 7% ▲

36 57 –25% ▼ 58% ▲

$10,536 $29,045 4% ▲ 176% ▲

$293 $510 39% ▲ 74% ▲

PE

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

Corporate

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

YOY % change

Note: numbers may not add to totals due to rounding.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

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16 | Global technology M&A January-March 2016

EMEA deal volume rose YOY but aggregate value fell more than in any other region. Non-tech buyers accounted for more thanhalf of the region’s value. Many deals were driven by cloud/SaaS, mobility, gaming, advertising and marketing technologies,payments and financial services, security and big data analytics.

Regional snapshot

Europe, the Middle East and Africa (EMEA)

• Overall, EMEA deals accounted for 26% of global volume and24% of global value of advertising and marketing targets.

• HIT drove one top five deal, in which Swiss-based TE Connectivityis acquiring Irish medical device maker Creganna Medical. Overall, EMEA HIT deals accounted for 20% of global HIT volume.

• UK companies acquired 40% of EMEA deal volume and 14% ofvalue. The largest deal was the acquisition by software providerMicro Focus of US-based application life cycle management company Serena Software for $288 million. US companies weretargeted in 22% of deals by UK buyers and accounted for 73% ofUK acquired value.

• Germany’s buyers acquired 11% of deal volume and 32% ofvalue; US targets accounted for two-thirds (67%) of Germany’sdeal value.

• France accounted for 11% of deal volume and value.

• Social networking deals included two by Swedish music-streamingservice Spotify, including a technology that lets users shareplaylists and track friends’ listening habits. n

• EMEA deal volume rose 4% YOY, faster than the global 2% average, though the region’s 1Q16 total of 219 deals was belowits 2015 quarterly average of 228 deals.

• But aggregate value fell 74% YOY and 26% sequentially to $4.5 billion, primarily because 1Q16 lacked the $1 billion-plusdeals that were seen throughout 2015.

• Non-tech buyers seeking to accelerate their digital transformationaccounted for 21% of deal volume and 52% of value, includingfour of the top five deals. They included the region’s biggestdeal, in which Germany’s Siemens is buying a US-based engineering simulation software company.

• The Siemens deal also illustrates a continuing trend in which European buyers acquire US companies both for their technologyinnovation and to take advantage of faster US economic growth.US companies were targeted in 19% of EMEA deals, representing45% of the region’s value.

• Two top five deals were by mobile telecommunications companiesdiversifying into digital services. Norway’s Telenor is buying US-based marketing analytics firm Tapad to gain a position in thegrowing market for advertising technology that helps improveunderstanding of customer behavior. Another mobile communications provider, Mobilcom-Debitel, is buying TV broadcaster Media Broadcast Group as part of a plan to moveinto digital and IP-based video.

“EMEA non-tech companies are using M&A toaccelerate their digital transition and drivesales in an environment of slow Europeaneconomic growth.”

Simon Pearson TMT Corporate Finance Leader UKI EY UKI

of EMEA value was acquired by non-tech companies.

52%

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Figure 13: Top five EMEA deals (corporate and PE), 1Q16

Disclosed Premium Buyer Target value ($m) Announced Deal type offered

Siemens AG

TE Connectivity Ltd.

Telenor Group

Mobilcom-Debitel GmbH

Micro Focus International plc

CD-adapco

Creganna Medical Ltd.

Tapad Inc.

Media Broadcast Group

Serena Software Inc.

$970 25 Jan Corporate N/A

$895 2 Feb Corporate N/A

$342 1 Feb Corporate N/A

$321 3 Mar Corporate N/A

$288 22 Mar Corporate N/A

Figure 14: EMEA transactions scorecard, 1Q16

Deals announced 1Q15 Sequential % change 1Q16

196 197 –3% ▼ 1% ▲

48 37 –14% ▼ –23% ▼

$16,891 $4,252 31% ▲ –75% ▼

$352 $115 51% ▲ –67% ▼

14 22 –12% ▼ 57% ▲

7 6 0% − –14% ▼

$632 $276 –90% ▼ –56% ▼

$90 $46 –90% ▼ –49% ▼

Corporate and PE

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

210 219 –4% ▼ 4% ▲

55 43 –12% ▼ –22% ▼

$17,523 $4,528 –26% ▼ –74% ▼

$319 $105 –16% ▼ –67% ▼

PE

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

Corporate

Number of deals announced

Number of deals with disclosed values

Total value of deals with disclosed values ($m)

Average value of deals with disclosed values ($m)

YOY % change

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

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The US once again found its tech companies major targets in 1Q16CB dealmaking, after having turned the tables on a two-year netselling trend to become a net buyer in 4Q15. Meanwhile, Chinesebuyers more than doubled CB value YOY — mostly buying UStargets.

• At $22.2 billion, CB value was down 31% YOY and 19% sequentially. Five $1 billion+ CB deals totaled $12.9 billion in announced value, or 58% of all CB value.

• CB volume of 346 deals (35% of all 1Q16 deals) rose 8% sequentially, the same rate as in-border deals. YOY, CB deals rose 5% while in-border rose by only three deals.

• US companies were targeted in 72 out of 204 CB deals in which the US was not a buyer. Disclosed value of US targets was $10.3 billion (46% of CB value).

• The UK was the biggest buyer of US volume (19 deals), but China, which acquired 7 US targets, was biggest by value ($7 billion). China’s US-targeted deals include the $6 billion HNA Group–Ingram Micro deal, which was the largest of 1Q16. In all of 2015, China targeted the US in 16 deals that had $2.9 billion in disclosed value.

• Overall, China’s buyers acquired $8.9 billion of 1Q16 CB disclosed value, up 154% over $3.5 billion in 1Q15. China’s CB value was 40% of all CB disclosed value and 59% of China’s total $15.1 billion disclosed value for all deals.

• European buyers acquired $1.8 billion in US disclosed value.

• US buyers, meanwhile, acquired 142 CB targets and had $3.5 billion in disclosed-value CB deals. Their top three targets by volume were the UK, Canada and Australia.

• Unusually, both Europe and the US were net sellers, as Asia- Pacific’s Chinese-led dealmaking took 57% of the CB total. Canada and India also were small net buyers.

• Also unusual: Israel, whose tech companies became highly targeted in recent years, had four CB deal targets in 1Q16 but its buyers acquired five CB deals of their own, four of which targeted US companies. Disclosed values were small.

• Advertising and marketing technologies were highly targeted by CB buyers (53 deals). Other targeted disruptive technologies were big data analytics (36 CB deals), payments and financial services (27 deals) and security (23 deals). n

18 | Global technology M&A January-March 2016

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Cross-border value flowChina buyers, US targets dominate 1Q16 CB deal flow

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

1Q16

Figure 15: Cross-border deal value flow for technology deals (disclosed value), 1Q16

CB value acquired $22.2b

CB value sold $22.2b

Japan 16%

Other8%

Other 4%

US16%

Europe14%

Asia-Pacific57%

US46%

Europe25%

India 3%Canada 3%

Japan 3%

Asia-Pacific 5%

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Global technology M&A January-March 2016 | 19

After a 4Q15 drop in CB dealmaking (following three consecutive increases), a US volume rebound helped drive a rise in 1Q16. Corporate and PE CB deal volume bothincreased, rising from a combined 320 deals in 4Q15 to 346 (+8%). While corporate buyers accounted for more of the growth (+18 deals vs. +8), PE’s 27 CB deals were itshighest level in more than five years (since 3Q10, in which it had 34 CB deals). Of note, 3Q10 also had the most overall PE deals (99) of any quarter since we began thesereports in 2008. The biggest 1Q16 gains came from the US (+17 deals combined corporate and PE), China (+7), Sweden (+5) and the UK (+4). Nine of the top 10countries for corporate dealmaking remained the same from 4Q15 (Japan replaced Singapore), though most switched positions on the chart.

Note: percentages may not total to 100% due to rounding.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

02Highlights

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Figure 16: Global corporate and PE deals by acquiring country: cross-border and in-border, 1Q16

Corporate deals 1Q16

Top countries 1Q15 deals 1Q16 deals % total deals No. IB deals 0% 50% 100% No. CB deals

US 557 546 60% 415 131

UK 61 75 8% 39 36

Canada 55 47 5% 26 21

India 25 35 4% 27 8

China/HK 13 30 3% 19 11

Germany 24 24 3% 7 17

Sweden 12 21 2% 2 19

France 24 20 2% 9 11

Australia 25 20 2% 14 6

Japan 23 16 2% 7 9

Other 105 76 8% 26 50

Total 924 910 100% 591 319

PE deals 1Q16

Top countries 1Q15 deals 1Q16 deals % total deals No. IB deals 0% 50% 100% No. CB deals

US 38 62 67% 51 11

UK 7 12 13% 5 7

France 0 4 4% 3 1

China/HK 4 4 4% 2 2

Canada 1 3 3% 1 2

Sweden 1 2 2% 1 1

Other 6 5 5% 2 3

Total 57 92 100% 65 27

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Overall average value fell back to Earth in 1Q16 (-53% sequentially and -8% YOY) after a year filled with megadeals. While 1Q15 had only one more deal above $1 billion, twoof those deals exceeded $10 billion (whereas 1Q16 had none at that level). Meanwhile, 4Q15 had three megadeals over $10 billion, one of which was $67 billion. Only CPEand software/SaaS bucked the YOY average value decline, and none rose sequentially.

Meanwhile, volume rebounded in 1Q16 (+8% sequentially and +2% YOY), due in part to the second-highest quarterly PE volume on record. IT services was the maincontributor to YOY volume growth (+68 deals). CPE also rose, while all other segments declined. Software/SaaS rebounded from 4Q15 but still declined a bit YOY (-2%).

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

20 | Global technology M&A January-March 2016

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Number of deals

1Q15 Sequential% change

1Q16 YOY % change

Average value ($m)

1Q15 Sequential% change

1Q16 YOY % change

CE

CPE

Internet

IT services

Semiconductors

Software/SaaS

Total

CE

CPE

Internet

IT services

Semiconductors

Software/SaaS

Total

3 1 0% − –67% ▼

5 10 100% ▲ 100% ▲

9 10 –17% ▼ 11% ▲

14 25 32% ▲ 79% ▲

3 0 –100% ▼ –100% ▼

23 46 53% ▲ 100% ▲

57 92 31% ▲ 61% ▲

$1,211 $0 N/A − –100% ▼

$2,800 $321 7% ▲ -89% ▼

$70 $426 33% ▲ 509% ▲

$115 $22 –94% ▼ -81% ▼

$328 $0 –100% ▼ –100% ▼

$157 $374 –75% ▼ 138% ▲

$386 $268 –70% ▼ –31% ▼

29 20 –17% ▼ –31% ▼

70 76 –25% ▼ 9% ▲

161 138 0% − –14% ▼

228 296 17% ▲ 30% ▲

35 22 –27% ▼ –37% ▼

458 450 16% ▲ –2% ▼

981 1,002 8% ▲ 2% ▲

$950 $129 –40% ▼ –86% ▼

$569 $764 –66% ▼ 34% ▲

$240 $192 –70% ▼ –20% ▼

$491 $286 –11% ▼ –42% ▼

$829 $516 –54% ▼ –38% ▼

$133 $242 –24% ▼ 82% ▲

$380 $349 –53% ▼ –8% ▼

Figure 17: Global technology corporate and PE transactions by sector, 1Q16

CE

CPE

Internet

IT services

Semiconductors

Software/SaaS

Total

Corporate deals

PE deals

Total deals

26 19 –17% ▼ –27% ▼

65 66 –31% ▼ 2% ▲

152 128 2% ▲ –16% ▼

214 271 16% ▲ 27% ▲

32 22 –19% ▼ –31% ▼

435 404 13% ▲ –7% ▼

924 910 6% ▲ –2% ▼

$906 $129 -40% ▼ -86% ▼

$420 $875 -63% ▼ 108% ▲

$264 $155 -77% ▼ -41% ▼

$527 $337 5% ▲ -36% ▼

$896 $516 -56% ▼ -42% ▼

$131 $217 22% ▲ 66% ▲

$379 $363 -50% ▼ -4% ▼ �

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CB volume recovered from a sharp drop in 4Q15, driven by growth in deals targeting IT services companies. In fact, IT services CB deals rose by 38 deals YOY (70%), whileoverall CB volume increased by only 18 deals (8%). CE, CPE and semiconductor CB deals declined both sequentially and YOY, while interent deals rose sequentially butdeclined YOY. Since global total all-deal volume rose by only 21 deals YOY, CB dealmaking accounted for 86% of the all-deal YOY increase.

Unlike all-deal average value (see Figure 17, page 20), CB average value increased sequentially (+9%, as opposed to -53% for all-deal value). But sequential CB averagegrowth slowed from 4Q15 (+37%) to 1Q16 (+9%), and fell YOY. Average CB value ($336 million) remained below all-deal value ($349 million) for the fourth consecutivequarter — but came the closest during that period.

Source: EY analysis of The 451 Group Research M&A KnowledgeBase, accessed 8 April 2016.

Figure 18: Cross-border corporate and PE transactions by sector, 1Q16

Number of deals

1Q15 Sequential% change

1Q16 YOY % change

Average value ($m)

1Q15 Sequential% change

1Q16 YOY % change

CE

CPE

Internet

IT services

Semiconductors

Software/SaaS

Total

CE

CPE

Internet

IT services

Semiconductors

Software/SaaS

Total

0 0 N/A − N/A −

2 5 N/A ▲ 150% ▲

2 3 50% ▲ 50% ▲

1 5 –38% ▼ 400% ▲

1 0 N/A − –100% ▼

5 14 56% ▲ 180% ▲

11 27 42% ▲ 145% ▲

$0 $0 N/A − N/A −

$2,800 $616 N/A ▲ –78% ▼

$170 $712 N/A ▲ 319% ▲

$82 $8 –99% ▼ –90% ▼

$640 $0 N/A − –100% ▼

$37 $339 –64% ▼ 816% ▲

$627 $413 –47% ▼ –34% ▼

12 7 –42% ▼ –42% ▼

38 34 –8% ▼ –11% ▼

58 45 32% ▲ –22% ▼

54 92 3% ▲ 70% ▲

15 13 –7% ▼ –13% ▼

151 155 16% ▲ 3% ▲

328 346 8% ▲ 5% ▲

$8 $33 –86% ▼ 313% ▲

$980 $1,262 510% ▲ 29% ▲

$343 $183 –72% ▼ –47% ▼

$344 $72 –66% ▼ –79% ▼

$1,806 $142 –77% ▼ –92% ▼

$88 $202 20% ▲ 130% ▲

$393 $336 9% ▲ –15% ▼

CE

CPE

Internet

IT services

Semiconductors

Software/SaaS

Total

Corporate deals

PE deals

Total deals

12 7 –42% ▼ –42% ▼

36 29 –22% ▼ –19% ▼

56 42 31% ▲ –25% ▼

53 87 7% ▲ 64% ▲

14 13 –7% ▼ –7% ▼

146 141 13% ▲ –3% ▼

317 319 6% ▲ 1% ▲

$8 $33 –86% ▼ 313% ▲

$720 $1,406 579% ▲ 95% ▲

$358 $77 –88% ▼ –78% ▼

$368 $76 –52% ▼ –79% ▼

$2,001 $142 –77% ▼ –93% ▼

$91 $175 58% ▲ 92% ▲

$375 $326 14% ▲ –13% ▼ �

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22 | Global technology M&A January-March 2016

• Global technology M&A update: January- March 2016 is based on EY’s analysis of The 451 Group M&A KnowledgeBase data. Deal activity and valuations may fluctuate slightly based on the date the database is accessed.• Technology company M&A data was pulled from The 451 Group M&A KnowledgeBase based on the database’s own classification taxonomy and then deals were aligned to the following sectors: CE, CPE, semiconductors, software/SaaS, IT services and internet companies. Alignment was based on the sector of the target company. • The data includes M&A transactions between two technology companies as well as non-technology companies acquiring technology companies.• Joint ventures were not included. • Corporate M&A activity data was analyzed based on the sector classification of the target company. Prior to 2012, we reported based on the classification of the acquiring company; the change enables a clearer picture of the technologies being focused on for acquisition. • Equity investments that involved less than a 50% stake were not included in the data. • PE M&A activity includes both full and partial stake transactions in excess of 50% and was analyzed based on acquisitions by firms classified as private equity, sovereign wealth funds, investment holding companies, alternative investment management groups, certain commercial banks, investment banks, venture capital and other similar entities.• Unsolicited technology deal values were not included in the data set, unless the proposed bid was accepted and the deal closed based on data available at the time of analysis.

• The value and status of all deals highlighted in this report are as of 31 March 2016, unless otherwise noted.• All dollar references are in US dollars, unless otherwise indicated.• In this report, disclosed deal values may vary from other published values because The 451 Group database methodology automatically subtracts cash acquired, net of debt, from enterprise value. Additionally, announced deal values are often subject to change at the time of close, due to subsequent revisions to the terms of the deal and/or changing stock valuations to the extent stock was used as a deal consideration.• As used in this report, “total value” refers to the aggregate value of deals with disclosed values for the period under discussion.• Other definitions:

• “TTM” stands for trailing 12 months. • “Multiple of EV/TTM revenue” is the transaction value multiple representing total enterprise value over trailing 12 months of target revenue. • “Multiple of EV/TTM EBITDA” is the transaction value multiple representing total enterprise value over trailing 12 months of target EBITDA (earnings before interest, taxes, depreciation and amortization). • “Premium offered” represents the percentage difference between the purchase price and the share price value 30 days prior to the announcement of the deal. Where data is unavailable from The 451 Group, premium data was accessed via Capital IQ. n

Methodology

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

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Global technology M&A January-March 2016 | 23

Source notes

Volume rises, value declines 1 “Ingram Micro to Become Part of China’s HNA

Group in $6 Billion Deal: Tianjin Tianhai Investmentto pay $38.90 a share for technology and supplychain company,” The Wall Street Journal Online,17 February 2016, © 2016 Dow Jones & Company Inc.

2 Ibid.3 “Oracle Buys Audience Tracking Firm AddThis

For Around $200M,” TechCrunch, 5 January2016, © 2013-2016 AOL Inc.

4 “GM Gives Its Self-Driving Effort a Push: GM toacquire startup Cruise Automation, as car industryworks feverishly toward autonomous vehicles,”The Wall Street Journal Online, 11 March 2016,© 2016 Dow Jones & Company Inc.

5 “Toyota Setting Up Major Research Lab in SiliconValley: Auto maker’s $1 billion investment signalsaccelerating plans to develop ‘smart’ cars,” TheWall Street Journal Online, 6 November 2015, © 2015 Dow Jones & Company Inc.

6 “Cisco to Buy Jasper in $1.4 Billion ‘Things’Push: Jasper to operate largely independently aspart of Cisco’s new IoT business unit,” The WallStreet Journal Online, 3 February 2016, © 2016Dow Jones & Company Inc.

7 “IBM Buys Germany’s Ecx.io, Its Third CreativeServices Acquisition In A Week,” TechCrunch, 3 February 2016, © 2016 AOL Inc.

8 “New incident-response services will bolsterIBM’s security chops,” Computerworld, 29 February 2016, © 2016 Computerworld Inc.

Regional snapshot: Americas1 “Lockheed Martin to Shed Government IT Business,” The Wall Street Journal, 26 January 2016, © 2016 Dow Jones & Company Inc. 2 “Airbus Plans Defense-Unit Sale to KKR: Deal for defense-electronics unit valued at €1.1 billion,” The Wall Street Journal Online, 18 March 2016, © 2016 Dow Jones & Company Inc. 3 “NTT Data Seeks to Boost Global Cloud with Dell Services Deal,” CIO Journal, 28 March 2016, © 2016 Dow Jones & Company Inc.4 “IBM Watson Health Announces Plans to Acquire Truven Health Analytics for $2.6B, Extending Its Leadership in Value-Based Care Solutions,” IBM Press Release, 18 February 2016, accessed 19 April 2016.

Regional snapshot: APJ1 “The Biggest American Companies Now Owned by the Chinese,” Fortune.com, 18 March 2016, © 2016 Time Inc. 2 “Ingram Micro to Become Part of China’s HNA Group in $6 Billion Deal: Tianjin Tianhai Investment to pay $38.90 a share for technology and supply chain company,” The Wall Street Journal Online, 17 February 2016, © 2016 Dow Jones & Company Inc.3 “Foxconn Chief Promises Sharp Turnaround,” The Wall Street Journal, 2 April 2016 © 2016 Dow Jones & Company Inc.4 “Toshiba Selling Medical, Consumer-Electronics Units to Raise Cash,” The Wall Street Journal, 17 March 2016, © 2016 Dow Jones & Company Inc.

02Highlights

03Volume rises, value declines

11Look ahead

12Regional snapshots

22Methodology

23Source notes

18Additional charts

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About EY’s Global Technology SectorEY’s Global Technology Sector is a global network of more than 21,000technology practice professionals from across our member firms, all sharingdeep technical and industry knowledge. Our high-performing teams arediverse, inclusive and borderless. Our experience helps clients grow, manage,protect and, when necessary, transform their businesses. We provideassurance, advisory, transaction and tax guidance through a network ofexperienced and innovative advisors to help clients manage business risk,transform performance and improve operationally. Visit us atey.com/technology.

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