EMN M&A Partnered with CFIE

IT INDUSTRY EXPERIENCE

Index EMN CFIE

This presentation contains the following items:

Overview CFIE

Graphs on the European IT market

International CFIE network

Team CFIE Govert Derks Alain de Vera Urs Niederberger

Wolfgang Braun

IT Industry Focus

Direct contacts with IT Buyers

Action Plan and Timing

Valuation of IT companies

Current personal IT mandates

Team closed IT projects

CFIE objectives:

Help IT business owners sell

Create liquidity (cash) for business

owners

Make European M&A market more

efficient

CFIE Key Differentiators:

IT Industry experts

Languages (local language)

Good direct contacts to IT buyers

Leveraging an European network

Integrated and connected M&A

network

Our client’s profile:

20-400 employees

2-100M Revenue

2-50M Valuation

CFIE Starting points:

Funded in 2001

High quality M&A services

View of GAP in M&A services to Mid

Sized European SME’s

Funded 2001

High qualityM&A services

View of GAP in M&A servicesto mid sizedSME’s

Overview CFIE

EMNCFIE’s European network of IT experts uses a proven methodology to help you in the sale of your IT business.

IT Team CFIE: Govert Derks

CFIE team has strong background in the IT industry

Govert Derks has more than 10 years experience in international M&A. During his career Govert worked on many international M&A related projects in the Netherlands, the UK, the USA, Germany, France, Spain, Ireland, Italy, Hungary, Rumania and Turkey.

Govert helped many IT business owners buy and sell IT companies. Govert started his career with General Electric Capital in the headquarters in the US with Corporate IT where he was responsible for organizing contracts with IT vendors worldwide

Govert graduated in International Economic Studies (Macro Economics) from the University in Maastricht. During this study he spend one year at the University of Regensburg. Further, Govert has a degree in Business Economics from the Economic Business School in Enschede, the Netherlands.

Today Govert is the Managing Director of a Corporate Finance in Europe in the Netherlands helping European IT business owners sell their companies to European buyers.

IT Team CFIE: Alain de Vera

CFIE team has strong background in the IT industry

Alain has 20 years of experience in General Management and Marketing - Sales operations management for global IT leaders (Apple, DEC, EDS, Seer and Sequent), consulting and Internet innovation Companies.

Entrepreneurial spirit, established in the Operational Consulting, IT, Internet, Digital Marketing Services and Insurance Services. Full M&A processes in IT-Media-Telco, including Consulting, Digital Marketing and Mobile Services within international geographies (Europe, Ukraine, Brazil, India, USA).

Experience areas: Strategy Management, Corporate Development, M&A and Funding Advisory Services for European small and medium sized businesses, Marketing and Sales Management for TMT Companies (Consulting, Software, IT Outsourcing and Professional Services, Digital Marketing Services).

Today Alain is the Managing Director of Corporate Finance in Europe in France helping European IT business owners sell their companies to European buyers.

IT Team CFIE: Urs Niederberger

CFIE team has strong background in the IT industry

Urs Niederberger is a M&A advisor from Switzerland with over 15 years experience in the Information Technology industry, of which more than 10 years in management and board positions with Kofax. Urs worked in management positions for the Dicom Group.

His broad experience include the acquisition and integration of enterprises, the broad financial field due to his CFO position at Dicom. Urs’s speciality area’s include Business Process Outsourcing and document management solutions.

Today Urs is supporting Corporate Finance in Europe in helping Swiss Information Technology business owners sell their companies to European buyers.

IT Team CFIE: Wolfgang Braun

CFIE team has strong background in the IT industry

Wolfgang Braun acquired and integrated more than 50 High Tech companies worldwide and contributed to Screening (Targets Buy and Sell side), deal negotiations (based on fair value formula) and Post Merger Integration (Change Management, Crisis Management, Management Development) improving business value (shareholder value concept).

Wolfgang is an expert to align IT and innovation with business processes. Wolfgang helps clients in strategy development (strategy process) in strategy execution (business planning and controlling) and strategy reviews (skills and competencies assessments) to sustainably increase their competitive position.

Wolfgang worked in management positions for companies like HP, Digital Equipment, Daimler, Cap Gemini (the integration with debis systemhouse) and the META Group (acquired by Gartner).

Today Wolfgang is supporting Corporate Finance in Europe in helping European IT business owners sell their companies to European buyers

IT Industry Focus CFIE

Networking and Infrastructure Company networks

LAN, WAN, Campus and Core IP

networks

Wireless network solutions

Application delivery

Other IT areas Unified Communications

Design and Integration

Consulting

BPO

Managed Services Remote IT services

Data Centre

Cloud computing

Software as a Service

IT Industry specialization specific strategy CFIE

Other IT areas Storage

Security (firewalls, VPN, desk/laptop)

Voice & video

VARs (hardware and software)

Europe

Americas

Asia

Some examples of direct contacts with IT buyers

Action Plan & Timing

STEP 3:EXECUTE ENGAGEMENT

AGREEMENT

deal

7

65

4

3

2

1

STEP 1: INITIAL DISCUSSION

STEP 2: 10-30 DaysCFIE REVIEWS COMPANYFINANCIAL INFORMATION

STEP 4: 30 DaysPRE-SALE PLANNING

STEP 5: 30-60 DaysMARKETING OUTREACH

STEP 6: 30-90 DaysFACILITATION OF

INFORMATION EXCHANGE

STEP 7: 30-60 DaysNEGOTIATION

STEP 8: 30-60 DaysCLOSING

Valuation of IT Companies The true valuation is determined by

the price in the market. A price where a willing seller and buyer agree on.

CFIE can prepare detailed valuation models (science) , but well positioning (art) is also important. The objective is to find the buyers that appreciates your profile

Bring more (international) buyers in a guided process and ask for proposals to maximize actual bids and valuation

Market and clear positioning will determine Final Value

Fair Market Value

Depth of Management

Strength of Revenue & Profitability

Proprietary Products / Services

History / Future

Distribution Channels

Customer Agreements

German IT services company (10M+ revenue, 80 employees), international

sale expected, term sheet discussions with international parties

Belgium IT networking/infrastructure company (3M revenue, 30 employees),

company visits arranged for international buyers

Asian search assignment (20-30M US$ revenue) for an IT networking buyer

Austrian IT voice integration company (5M revenue, 45 employees)

CFIE is organizing cross border IT SME M&A deals

Acquirer Nscglobal ltd.Country Acquirer United KingdomTarget Ping LccCountry target United StatesItem Strategic acquisitionIndustry IT NetworkingCFIE Advisor acquirer

Acquirer Karibufaida Holding BVCountry Acquirer NetherlandsTarget Kickstart Ventures LimitedCountry target United KingdomItem Shareholder RestructuringIndustry Affiliate (Internet) marketingCFIE Advisor acquirer

Acquirer Nsc Global LtdCountry Acquirer United KingdomTarget BIT-IT GmbhCountry target GermanyPurchase price not disclosedIndustry IT ServicesCFIE advisor Nsc global Ltd

Acquirer ReadSoftCountry Acquirer SwedenTarget foxray AGCountry target GermanyItem Strategic acquisitionIndustry Information ManagementCFIE Advisor seller

Acquirer SpigraphCountry Acquirer France Target ALOSCountry target GermanyItem Strategic acquisitionIndustry Information ManagementCFIE Advisor seller

Acquirer Open BC AG

Target First Tuesday (Switzerland) AG

Country CHPurchase Price not disclosedIndustry Information TechnologyCFIE Advised First Tuesday AG

Acquirer DevoteamTarget Exaprobe Country FranceItem Strategic acquisitionIndustry Software and computing CFIE advisor seller

Acquirer GartnerCountry Acquirer United StatesTarget Meta Group Country target GermanyItem Strategic acquisitionIndustry IT CFIE adviser seller

Acquirer Meta Group Country Acquirer GermanyTarget severalCountry target EuropeItem Buy and buildIndustry ITCFIE Advisor acquirer

Acquirer Old shareholdersTarget Stepinfo Country FrancePurchase Price not disclosedIndustry Information TechnologyCFIE Advised Stepinfo

Acquirer Devoteam Country Acquirer FranceTarget Tertio SMS Country target United KingdomItem Strategic acquisitionIndustry Infrastructure Management CFIE adviser seller

Acquirer Private EquityTarget SisteerCountry FranceItem Strategic acquisitionIndustry Software as a ServiceCFIE Advisor acquirer