Arma Partners Corporate Overview

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					Corporate Overview
November 2011



                     1
  Contents


   I.         Overview of Arma Partners


   II.        Senior team members


   III.       Selected case studies



Americas                                                        Europe                                                     Israel

Arma Partners LLC                                               Arma Partners LLP                                          AxcessNet
Four Palo Alto Square, Suite 100                                16 Berkeley Street                                         Tel Aviv
3000 El Camino Real                                             London W1J 8DZ                                             Israel
Palo Alto, CA 94306                                             United Kingdom
United States

Tel: +1 650 328 8207                                            Tel: +44 (0) 207 290 8100                                  Tel: +972 54 213 6776

http://www.armapartners.com

Arma Partners LLP is authorised and regulated by the Financial Services Authority (FSA)
US Arma Partners LP is regulated by the Financial Industry Regulatory Authority (FINRA) and is a member of the Securities Investor Protection Corporation (SIPC)

                                                                                                                                                                   2
I. Overview of Arma Partners




                               3
    About Arma Partners
         Arma Partners is a specialist Technology, Media and Telecoms (TMT) corporate finance advisory firm founded in
          March 2003

         Arma is committed to serving TMT companies with experienced bankers who have deep sector knowledge and
          significant transaction execution expertise


        Mergers & Acquisitions                          Board Advisory                        Capital Markets Advisory

   Core expertise in providing mergers        Provide advice to executive                Help companies assess the
    and acquisitions advice to our              management and Board members                appropriateness of an IPO and
    clients, including both buy side and        on issues relating to shareholder           assist clients throughout the
    sell side services with an unbiased         value and corporate performance             lifecycle of the IPO process
    and objective approach                     Advise Boards on fairness of terms          (positioning through pricing)
   Assist our clients in achieving their       of transactions from a financial           Provide an unbiased view based on
    strategic objectives and maximising         point of view and ensure that               our extensive experience of US
    shareholder value                           Boards are giving, or receiving, fair       and European stock exchanges
   Leverage our network of industry            value                                      Leverage our network of
    relationships, wealth of transaction       Analyse the valuation and structure         relationships to assist private
    expertise and understanding of the          of a transaction, the form and              companies obtain the growth
    TMT landscape to help our clients           timing of consideration and the             capital they require
    achieve optimal results                     financial implications


Services Provided                           Services Provided                           Services Provided
   Public and private acquisitions            Transaction structuring                    IPO advice
   Public and private mergers                 Strategic options assessment               Private placements
   Divestitures                               Fairness opinions                          Recapitalisations
   Management buyouts                                                                     Capital markets advice
                                                                                                                              4
 Meeting our clients’ requirements

    Requirements                                             Arma Partners’ Fit


                          Considerable execution experience from ―bulge bracket‖ and ―boutique‖ firms
Transaction expertise
                          Announced transactions span three continents and fifteen countries


                          Deep understanding of relevant Technology, Media and Telecom markets and
   Industry insight        sectors
                          Ability to optimally position our clients‘ businesses to maximise shareholder value



Access to key industry    Strong relationships with aggregators, emerging companies and investors worldwide
    participants          Ongoing dialogue to understand their strategic and financial objectives



     Ability to           Led some of the highest value exits in the TMT sector
   maximise value         Proven ability to achieve exceptional strategic value



     Analysis of          Unbiased and independent advice on selecting the best strategic alternative
  available options       High level of experience with potential bidders in deal situations



                          Senior-level involvement from conception to closing
Commitment of team
                          Exceptional level of client satisfaction and ‗referenceability‘


                                                                                                                 5
    Arma’s sector focus

     Deep in-house knowledge and understanding of Technology, Media and Telecom markets worldwide

     Extensive transaction experience and understanding of value drivers across sectors and geographies

     Ongoing dialogue and extensive ‗C-level‘ relationships with key industry participants including
      emerging companies, aggregators and financial investors

     Ongoing commitment to publish proprietary research on relevant sectors (e.g. thought-pieces, sector
      reports, white papers etc.)

                            Examples of thought-pieces                                                       Regular publications

Enterprise Software   Financial Technology      Security Software        Open Source       Financial Technology Report                    White Papers
                                                                                                                                 Software-as-
                                                                                                                                  a-Service
                                                                                                                                                     Cloud
                                                                                                                                                   Computing
                                                                                                                                      Web 2.0

                                                                                                                                                   IMS / SIP
                                                                                                                                      Creative
    Digital Home       Internet & Web 2.0    Location-based services   Gaming / Gambling                                             Destruction
                                                                                                                                                   Enterprise
                                                                                                                                                    Mobility




     Telecom           Mobile Technology           IT services          Semiconductors


                                                                                              Published every two months. The
                                                                                           report covers valuation metrics, M&A
                                                                                            / private equity activity and provides
                                                                                               market commentary as well as a
                                                                                               spotlight on a chosen subsector


                                                                                                                                                           6
  Selected announced transactions
                       Sep 11                             Jul 11                         Jun 11                            Apr 11                           Mar 11                           Jan 11
     Undisclosed                      $140,000,000                      Undisclosed                       $77,000,000                     Undisclosed                      Undisclosed


                                                                      a portfolio company of
        has acquired                has been acquired by                                                    has acquired                has been acquired by             has been acquired by
                                                                      has been acquired by


                                                                                                    Exclusive financial advisor to
Exclusive financial advisor to   Exclusive financial advisor to    Exclusive financial advisor to                                    Exclusive financial advisor to   Exclusive financial advisor to
                                                                                                     Lloyds TSB Development
           Carlyle                    Zeus Technology                    General Atlantic                                                    The Foundry                     Escalate Retail
                                                                                                               Capital


   Financial Software               Cloud Computing                     Location-based                      Telecoms                 Entertainment Software            Application Software


                       Jan 11                             Jan 11                         Nov 10                            Nov 10                           Oct 10                           Oct 10
      $97,000,000                     <$75,000,000                       $83,000,000                      $47,000,000                      Undisclosed                     Undisclosed


                                                                                                                                                                         a portfolio company of

   has been acquired by             has been acquired by              has been acquired by             has been acquired by             has been acquired by
                                                                                                                                                                              has acquired



Exclusive financial advisor to   Exclusive financial advisor to    Exclusive financial advisor to   Exclusive financial advisor to    Exclusive financial advisor      Exclusive financial advisor
            goviral                       The Cloud                      Gigle Networks                   Latens Systems                      to Quova                    to KANA Software



      Digital Media                      Telecoms                      Semiconductors                   Pay TV Software                  Internet Services              Enterprise Software


                       Aug 10                             Jul 10                         Jun 10                            Jun 10                           Jun 10                           Feb 10
     Undisclosed                      $152,000,000                      Undisclosed                     c.$260,000,000                     $75,000,000                     Undisclosed

                                         has acquired

   has been acquired by                                            growth equity investment by         has been acquired by                  has acquired                has been acquired by
                                        a subsidiary of



Exclusive financial advisor to    Exclusive financial advisor                                         Lead financial advisor to        Lead financial advisor to      Exclusive financial advisor to
                                                                    Exclusive financial advisor
       beCogent Ltd              to Lloyds TSB Development                                                 PriceMinister                      Deltek Inc                     IBX Group AB
                                                                          to Acturis Ltd
                                            Capital


       IT Services                       Telecoms                    Financial Software                   Digital Media                Enterprise Software               Managed Services



                                                                                                                                                                                                       7
  Selected announced transactions (cont’d)
                       Nov 09                         Jul 09                          Jul 09                           May 09                          May 09                             May 09
     $409,000,000                    $680,000,000                    $42,000,000                     $113,000,000                      $172,000,000                      $80,000,000


                                                                                                                                         (DSL division)
                                                                                                                                                                   has acquired the Application
                                       has acquired                    has acquired                     has acquired                 has been acquired by           Testing / ASQ business of
   has been acquired by



Exclusive financial advisor to   Exclusive financial advisor   Exclusive financial advisor to   Exclusive financial advisor to    Exclusive financial advisor to   Exclusive financial advisor to
        freenet AG                    to Software AG              F-Secure Corporation             Micro Focus Int‘l plc                  freenet AG                  Micro Focus Int‘l plc



    Internet Services            Enterprise Software              Security Software               Enterprise Software                 Internet Services              Enterprise Software


                       Mar 09                         Jan 09                          Dec 08                           Dec 08                           Sep 08                            Aug 08
     $100,000,000                    Undisclosed                     $30,000,000                     Undisclosed                        $50,000,000                     $108,000,000


   has been acquired by                                           has been acquired by
                                   has been acquired by                                                 has acquired                 has been acquired by             has been acquired by
& subsequently merged with



 Exclusive financial advisor     Exclusive financial advisor   Exclusive financial advisor to   Exclusive financial advisor to   Financial and Rule 3 advisor to   Exclusive financial advisor to
  to Snell & Wilcox Group             to Danet Group             Wayfinder Systems AB              Micro Focus Int‘l plc                 SPI Lasers plc                     Anite plc



      Digital Media                    IT Services                  Location-based                Enterprise Software                       Optics                        IT Services


                       Apr 08                         Apr 08                          Feb 08                           Jan 08                           Dec 07                            Apr 07
      $73,000,000                  $2,550,000,000                   Undisclosed                      Undisclosed                       $110,000,000                     $124,000,000




        has acquired                   has acquired               has been acquired by                  has acquired                 has been acquired by                  has acquired




 Exclusive financial advisor      Lead financial advisor to     Exclusive financial advisor      Exclusive financial advisor
                                                                                                                                   Exclusive financial advisor      Exclusive financial advisor
       to Micro Focus                   freenet AG               to Cape Clear Software            to Odyssey Financial
                                                                                                                                        to GloNav, Inc.               to royalblue group plc
      International plc                                                     Inc.                    Technologies, S.A.


  Enterprise Software               Mobile Services              Enterprise Software               Financial Software                 Semiconductors                  Financial Software


                                                                                                                                                                                                    8
  Selected announced transactions (cont’d)
                       Apr 07                          Jan 07                           Jan 07                                   Nov 06                           Jun 06                               Jan 06
     $546,000,000                      $39,000,000                      $75,000,000                             $124,000,000                     Undisclosed                          $106,000,000


                                                                                                                a business unit of
                                                                                                                                                IGEI
                                 has acquired the German B2C
                                                                                                                                                Management equity
                                                                                                                                             recapitalisation withPresentation
        has acquired              broadband and narrowband           has been acquired by                                                                                            has been acquired by
                                                                                                                                                   investment by
                                     customer contracts of
                                                                                                              has been acquired by              January, 2006


 Exclusive financial advisor                                       Exclusive financial advisor                                                                                    Exclusive financial advisor
                                  Exclusive financial advisor                                               Exclusive financial advisor      Exclusive financial advisor
      to Software AG                                               to NordNav Technologies                                                                                                to Kreatel
                                       to freenet.de AG                                                       to Elektrobit Group plc             to IGEFI S.à.r.l
                                                                               AB                                                                                                   Communications AB


  Enterprise Software                Internet Services                Semiconductors                          Telecom Software                 Financial Software                    IPTV Technology


                       Jun 05                          Apr 05                           Dec 04                                   Dec 04                           Oct 04                              Nov 04
      $55,000,000                     Undisclosed                       $94,000,000                             Undisclosed                      $112,000,000                          $52,000,000



   has been acquired by             has been acquired by             has been acquired by                     has been acquired by                                                   has been acquired by
                                                                                                                                               has been acquired by




Exclusive financial advisor to                                                                             Exclusive financial advisor to   Exclusive financial advisor to       Exclusive financial advisor to
                                 Exclusive financial advisor to   Exclusive financial advisor to
  Inca Digital Printers Ltd                                                                                        Ubitrade SA                       Dione Plc                   Mosaic Software Holdings Ltd
                                        Cirpack S.A.S                     S.E.S.A AG



 Printing Technology                Telecom Software                     IT Services                          Financial Software             Payment Technology                     Financial Software


                        04-05                          Jan 04                           Nov 03
 $45,000,000 (agg.)                    $44,000,000                     $210,000,000           European
                                                                                             Technology
 Anite Group’s disposal of:                                                                  Deal of the
                                                                                             Year 2003
             to


             to   Financière        has been acquired by             has been acquired by
                     RDM


             to

 Exclusive financial advisor      Exclusive financial advisor      Exclusive financial advisor
     to Anite Group Plc             to NXN Software AG                 to SUSE Linux AG



  Software & Services            Entertainment Software             Enterprise Software


                                                                                                                                                                                                                  9
Established long-term ‘trusted advisor’
relationships
                                 Apr 08                         Dec 08                           May 09                           May 09
                   $73,000,000                   Undisclosed                      $113,000,000                      $80,000,000                   Having completed a successful turnaround of the business,
                                                                                                                                                   the new management team brought in Arma to help identify
                                                                                                                                                   and action suitable opportunities in line with the acquisition
                                                                                                                has acquired the Application
                      has acquired                    has acquired                     has acquired              Testing / ASQ business of
                                                                                                                                                   strategy outlined in 2006
                                                                                                                                                  Arma Partners worked seamlessly with Micro Focus‘s
                Exclusive financial advisor   Exclusive financial advisor to   Exclusive financial advisor to   Exclusive financial advisor to
                                                                                                                                                   internal team and successfully completed 4 transactions
                     to Micro Focus
                                                 Micro Focus Int‘l plc            Micro Focus Int‘l plc            Micro Focus Int‘l plc           over the last 12 months including 3 deals involving
                    International plc
                                                                                                                                                   NASDAQ-listed public companies
               Enterprise Software            Enterprise Software              Enterprise Software              Enterprise Software

                                 Apr 07                         Jun 08                             Jul 09
                                                                                                                                                  Arma Partners has a long-standing relationship with
                  $546,000,000                                                    $680,000,000
                                                                                                                                                   Software AG and has contributed positively to the
                                                                                                                                                   company‘s ongoing strategic target search exercise
Senior-level          has acquired
                                                  evaluated a potential
                                                     acquisition of
                                                                                       has acquired                                               webMethods represented Software AG‘s first
 attention                                                                                                                                         transformational acquisition creating a global SOA leader
                Exclusive financial advisor         Financial advisor           Exclusive financial advisor                                       The acquisition of IDS Scheer creates a global enterprise
                     to Software AG                  to Software AG                  to Software AG
                                                                                                                                                   software vendor with more than 6,000 employees and over
                                                                                                                                                   €1 billion in sales
               Enterprise Software            Enterprise Software              Enterprise Software

                                 Jan 07                          Apr 08                          May 09                           Nov 09
                                                                                                                                                  freenet are currently transforming their business to position
                   $39,000,000                  $2,550,000,000                    $172,000,000                     $409,000,000
                                                                                                                                                   themselves as the leading telecoms player in Germany
                has acquired the German
                  B2C broadband and
                                                                                      (DSL division)                                              Arma worked closely with the CEO and CFO over a three
                 narrowband customer                  has acquired                has been acquired by             has been acquired by            year period developing the company‘s M&A strategy
                      contracts of
                                                                                                                                                  Arma was retained as lead financial advisor on the landmark
                Exclusive financial advisor     Lead financial advisor to      Exclusive financial advisor to   Exclusive financial advisor to     $2.6bn transformational acquisition of debitel and was
                    to freenet.de AG                  freenet AG                       freenet AG                       freenet AG
                                                                                                                                                   recently mandated to run a public auction process for the
                                                                                                                                                   sale of freenet‘s Strato web hosting business
                Internet Services                Mobile services                 Internet services                Internet services

                                 Aug 04                          Feb 05                          Apr 05                           Aug 08
                                                                                                                                                  Arma has had a relationship with Anite for over 5 years and
                $45,000,000(agg.)             $45,000,000            (agg.)    $45,000,000             (agg.)      $108,000,000
                Anite Group’s disposal of:     Anite Group’s disposal of:       Anite Group’s disposal of:
                                                                                                                                                   has helped transform the group, through divestments and
                                                                                                                                                   acquisitions, from a multi-divisional IT conglomerate into a
                                                                                                                                                   software company focused on the wireless and travel
                                                                                                                   has been acquired by
                            to
                                                                                            to                                                     verticals
                                                            to
                                                      Financière
                                                          RDM
                                                                                                                                                  Arma‘s in-depth understanding of the Technology industry,
                Exclusive financial advisor    Exclusive financial advisor      Exclusive financial advisor         Financial advisor to           ability to give independent advice, strong execution
                   to Anite Group Plc             to Anite Group Plc               to Anite Group Plc                   Anite plc
                                                                                                                                                   capabilities and stability of the core team have enabled
                                                                                                                                                   Arma to become Anite‘s trusted advisor
               Software & Services Software & Services Software & Services                                            IT services



                                                                                                                                                                                                                  10
II. Senior team members




                          11
Senior team members
     Paul-Noël Guély
     Founding Partner of the firm. Previously was a senior Technology banker with Goldman Sachs, responsible for some of the firm‘s
     largest European clients, headed up Lehman Brothers' European Technology Group, and worked in M&A for Morgan Grenfell & Co.
     (now Deutsche Bank). Paul has for 20 years executed M&A and capital-raising transactions for established companies such as SAP,
     Software AG and STM, as well as emerging leaders, several of which he has taken public (LSE listing of Autonomy, NASDAQ listing
     of Baltimore Technologies, Frankfurt IPO of Software AG, Paris IPO of InfoVista, etc.)




     John Meehan
     Founding member of Arma Partners and promoted to Partner in 2007. Previous experience includes seven years working in the
     investment banking divisions of Goldman Sachs, Lehman Brothers and BZW in London, New York and Paris with a particular focus
     on the technology sector. With Arma John focuses in particular on the Financial Technology sector, and heads the firm‘s activities in
     this area. John is a graduate of University College Dublin (Ireland) where he received a BComm International. He also holds the
     Diplôme d‘HEC (France)



     James Schroder
     Joined Arma Partners in September 2008. Previously was a senior Technology banker with Lehman Brothers and Montgomery &
     Co. with over 15 years of investment banking and professional experience in Silicon Valley, New York and London. Successfully led
     transactions for leading technology companies in the US, Europe and Asia representing about $30 billion in M&A and $3 billion in
     public and private financing, including the sale of Sorenson Communications to GTCR, the $1 billion LBO of Aspect Software and the
     $1 billion acquisition of Content Technologies by Baltimore Technologies. Earlier in his career he was a Strategy Consultant and
     served as a Nuclear Submarine Officer on board a fast attack nuclear submarine


     Tom Wells
     Joined Arma Partners in 2009. Previously with Merrill Lynch, where he was a Managing Director and Head of Telecom Investment
     Banking for Europe, the Middle East & Africa, based in London. Prior to that Tom was a Managing Director in the European Telecom
     Investment Banking team at Citigroup. Before Merrill Lynch and Citigroup, Tom was Head of Corporate Finance for British Telecom.
     During his 15 years working within the telecom sector Tom has advised many of the leading operators on over $150 billion worth of
     transactions, including BT, O2, Cable & Wireless, BSkyB, Deutsche Telekom, TDC, TeliaSonera, Belgacom, KPN, Telekom Austria,
     Portugal Telecom, MTN, Bharti Airtel, China Mobile and MegaFon. Tom began his career with Coopers & Lybrand, where he
     qualified as a Chartered Accountant and a Chartered Financial Analyst

                                                                                                                                      12
Senior team members (cont’d)
     Eric Lawson-Smith
     Joined Arma Partners in 2009. Most recently, Managing Director and Head of European Digital Media at Jefferies. Previously one of
     the founding partners and a Managing Director of LongAcre Partners for 7 years where he was responsible for a number of high-
     profile digital media transactions including the sales of Friends Reunited, uSwitch and Datamonitor and the acquisitions of Emap by
     Guardian Media Group / Apax and VNU Business Media Europe by 3i. Eric has also led recapitalisations and refinancings for a large
     number of Europe‘s most successful digital media companies, including Seatwave, Moneybookers, DailyMotion and The Mill. Prior
     to LongAcre, Eric was a Principal at Broadview and Vice President at JP Morgan. Eric began his career with Prudential Investment
     Corporation in New York, completing investments for that group in a number of media properties

     Andres Pieczanski
     Andres is a London-based Partner at Arma. Previously he was a Managing Director at Jefferies heading up the European
     Communications & Semiconductors practice, a senior Technology banker at Broadview and an M&A banker at Donaldson, Lufkin
     and Jenrette. Andres has worked extensively in Europe and North America and completed numerous M&A and capital raising
     transactions with leading technology companies such as Navteq, SonyEricsson, Comcast, Nokia, Thales, Ametek, Aeroflex, AVG
     and Ceragon. Andres began his career at Becton Dickinson and later Kulicke & Soffa, working in medical technologies and
     semiconductor capital equipment design. He holds undergraduate and graduate engineering degrees from M.I.T. and an MBA from
     The Wharton School of Business


     Steve Smith
     Joined Arma Partners in August 2006. Steve has over 30 years of experience in Silicon Valley and is one of the best known senior
     M&A bankers to technology companies in the region. Previously, Steve spent 14 years at Broadview, where he was Vice Chairman,
     served on the management committee and led the Silicon Valley M&A advisory team as well as the global practice group in the
     infrastructure sectors of the IT market. Earlier in his career, Steve held senior roles at McKinsey, Fairchild, and Amdahl and was
     CEO of Reference Technology. Since Broadview, Steve has been a Managing Director with The Interim CEO Network and has
     recruited numerous CEOs to technology companies


     Rex Golding
     Joined Arma Partners in 2009. Previously, spent over 7 years as Managing Director of Mobius Venture Capital, investing in software,
     security and Web-based companies and achieving a number of successful M&A exits. Prior to Mobius, Rex was Co-Head of the
     Technology Banking Group at Morgan Stanley, where he oversaw over $20 billion of IPOs and other public financings, advised on
     over $150 billion of M&A transactions and personally led a number of high-profile transactions for Amazon.com, Microsoft, Netscape,
     Oracle, Verisign, and many other premier technology companies globally. Before Morgan Stanley, Rex was a technology
     entrepreneur at the 3DO Company and OnLive! Technologies. Earlier in his career Rex was an investment banker at Volpe, Welty &
     Co., E.F. Hutton & Co., and Salomon Brothers Inc

                                                                                                                                   13
Senior team members (cont’d)

     Keith Robinson
      Joined Arma Partners in August 2004. Previous experience includes strategic consulting in the Market & Business Strategy practice
      of Gartner, technology consulting with Scient Corporation in New York and Tokyo, and investment banking with JPMorgan. Keith‘s
      current focus areas include Enterprise Software, Mobile Value-added Services, and Internet / eCommerce. Keith received a B.S. in
      Economics with concentrations in Finance and Entrepreneurial Management from the Wharton School at the University of
      Pennsylvania and an MBA from INSEAD



     David Theys
      Joined Arma Partners in 2011. Previous experience includes 3 years with Merrill Lynch, where he was responsible for covering
      telecoms companies in Russia/CIS, Central Europe, South Eastern Europe, Turkey and Israel. Prior to that David worked at Morgan
      Stanley for 10 years, of which 7 years in the Media & Communications group. David has advised on M&A and financing transactions
      for telecoms companies including France Telecom, Telefonica, Telenor, Belgacom, eircom, Millicom and Completel, as well as more
      recently Sistema, MTS, MegaFon and Motorola. David holds a Master's degree from ESSEC business school (France) as well as a
      Master's degree in civil electrotechnical engineering, specialisation telecoms, from KU Leuven (Belgium). He speaks native
      Dutch/Flemish as well as fluent French

     Stewart Hindley
      Joined Arma Partners in 2010. Previously, was a Vice President at Montgomery & Co., where he focused on M&A advisory services
      for technology companies. He has nine years of investment banking experience and has led numerous successful transactions to
      both strategic and financial buyers across the technology and Internet sectors. Stewart holds a BS in Management Science from UC
      San Diego (summa cum laude). He is a dual citizen of the U.S.A. and Australia




     Jonathan Kaufman
      Jonathan has more than a decade of experience in the technology and financial services sectors, including eight years in investment
      banking at UBS and Deutsche Bank. He has advised both large, public and growth-oriented private companies in the Americas,
      Europe and Asia-Pacific through a number of strategic and financial transactions, including buy-side and sell-side M&A, capital
      raisings, leveraged buyouts, divestitures and recapitalizations. At Arma, Jonathan focuses primarily on the Financial Technology
      sector. Jonathan holds a Masters in Business Administration from the University of Virginia‘s Darden School of Business and
      Bachelors degrees in both Philosophy and Economics from Union College


                                                                                                                                    14
Senior team members (cont’d)

     Varun Sunderraman
     Joined Arma Partners in 2006. Previous experience includes strategy and business development at JPMorgan in London and
     scenario planning with Microsoft‘s Business Division. Varun has over five years of technology banking experience and focuses on a
     wide range of technology sub-segments including enterprise software, cloud computing, security software, semiconductors, mobile
     and digital consumer technologies. Varun received a BA, MA and Masters in Electrical Engineering and Information Sciences from
     Trinity College, University of Cambridge and Massachusetts Institute of Technology. Varun speaks Hindi, Marathi and Tamil




     Alex Ho
     Joined Arma Partners in 2008. Previously was an Associate with Lehman Brothers in their US Technology Group based in Menlo
     Park and prior to that was a Technology Consultant with IBM. Alex has advised public and private companies on cross border
     transactions in the US and Europe. Alex received a Masters in Engineering from Imperial College, London and an MBA from New
     York University. Alex speaks Cantonese




     James Scott
     Joined Arma Partners in 2009. Previously, worked across both sector and leveraged finance teams at UBS. He has seven years of
     investment banking experience and has led numerous successful transactions including buyside and sellside M&A, leveraged
     finance and equity raising across Eastern and Western Europe as well as transatlantic transactions. James‘s current focus areas
     include the ad-tech, eCommerce and enterprise software sectors. James holds a BEng in Computing from Imperial College




     Ralph Choufani
     Joined Arma Partners in 2010. Previously worked for 5 years as a Principal at EIT, the telecom PE vertical of Dubai Holding, with
     assets including Interoute (UK), Forthnet/Nova (Greece), GO (Malta), Tunisie Telecom (Tunisia) and du (UAE) amongst others.
     During his tenure at EIT, Ralph held an executive committee seat at GO Plc. (the leading quad-play operator in Malta) and a board
     seat at BMIT Ltd. (the dominant colocation provider for Europe's online gaming companies). Prior to EIT, Ralph co-founded and ran
     an entrepreneurial venture in the digital dynamic signage space which he successfully exited in 2005. Earlier in his career he was a
     management consultant with Accenture in the Communications & High Tech team where he advised a variety of telecom operators
     across the Middle East. Ralph holds an MBA from INSEAD, and both a bachelor of Electrical Engineering and a Masters in
     Computer Engineering from McGill University in Montreal, Canada. He speaks fluent Arabic and French
                                                                                                                                     15
Senior team members (cont’d)

     Ei-Lene Heng
     Joined Arma Partners in 2010. Ei-Lene has previously worked for 6 years in the Media & Telecoms investment banking team at
     UBS. She has executed numerous transactions, including public and private M&A, divestitures and portfolio reorganisations for both
     strategic buyers (Vodafone, Zain, OTE, etc.) and financial investors (Permira, Charterhouse, Dubai Investment Group) across
     Europe, the Middle East and Africa. Ei-Lene received a BSc (Hons) in Economics from the London School of Economics and
     Political Science. Ei-Lene speaks Mandarin and Malay



     Jagadish Ramaiah
     Joined Arma Partners in 2011. Previously, Jagadish was with the Technology Investment Banking group at UBS in New York,
     where he advised leading public and private technology companies in the communications equipment, software and IT services
     sectors on strategic M&A, equity and debt capital market transactions. Prior to UBS, he was with Cisco Systems, leading
     engineering teams on next generation routing systems, and a Software Engineer with Wipro. At Arma, he focuses primarily on the
     communications technology sector. Jagadish holds an MBA from the Wharton Business School and a Masters in Computer
     Engineering from SCU, California. Jagadish speaks Hindi and Kannada




                                                                                                                                   16
III. Selected case studies




                             17
Case study: Carlyle acquires ITRS Group

              Transaction highlights                                                         Acquirer profile                                          Target profile

  Consideration: Undisclosed                                                   The Carlyle Group is a global alternative asset        ITRS Group is the leading, multi-award
                                                                                 manager with $153 billion of assets under               winning provider of risk mitigation solutions to
  Offer: Undisclosed                                                            management across 86 funds and 49 fund of               global financial institutions
                                                                                 fund vehicles as of June 30, 2011
                                                                                                                                        ITRS delivers proactive, predictive real-time
  Key metrics: >£16m revenue in the year ended
                                                                                Carlyle invests across four segments –                  monitoring and management with specialist
   March 2011
                                                                                 Corporate Private Equity, Real Assets, Global           interfaces for over 100 key third-party trading
                                                                                 Market Strategies and Fund of Funds                     and risk applications
  Engagement type: Private buy-side
                                                                                 Solutions – focusing on aerospace & defence,
                                                                                                                                        ITRS has over 600 Geneos installations,
                                                                                 consumer & retail, energy, financial services,
  Sector: Financial Software                                                                                                            implemented in 60 leading financial
                                                                                 healthcare, industrial, technology & business
                                                                                                                                         institutions, including eight of the top ten
                                                                                 services, telecommunications & media and
  Arma role: Exclusive financial advisor to Carlyle                                                                                     global investment banks, and several brokers,
                                                                                 transportation
                                                                                                                                         exchanges, hedge funds and data vendors



             September 26, 2011                                                 As financial firms are increasingly challenged by the growing cost and complexity of running high-
                                                       Deal rationale            performance trading infrastructures, and facing the increased regulatory pressure to manage the
                                                                                 operational risk of potential systems outages, ITRS is emerging as a truly best-of-breed solution
             Undisclosed                                                         provider for real-time application and infrastructure monitoring
                                                                                Carlyle will support ITRS‘ international expansion and is committed to broadening of the Company‘s
                                                                                 specialised product offering
                                                                                This investment will facilitate ITRS‘ diversification and continue to enable clients to be at the
                                                                                 forefront of the market‘s evolving demand for continuous real-time risk and performance monitoring
                                                                                 of trading platforms
                 has acquired
                                                       Contribution / impact




                                                                                Arma Partners served as exclusive financial advisor to Carlyle, demonstrating Arma Partner‘s strong
                                                                                 relationships with leading financial sponsors around the globe
                                                                                This transaction further demonstrates Arma Partners‘ continued success on executing buy side as
          Arma Partners acted as                                                 well as sell side M&A transactions
    exclusive financial advisor to Carlyle                                      Arma Partners, working with Carlyle, leveraged its sector knowledge and expertise to provide
                                                                                 invaluable guidance to Carlyle, including valuation analysis, exit planning and identification of
                                                                                 potential acquisition opportunities amongst other services




                                                                                                                                                                                            18
Case study: Riverbed acquires Zeus Technology

              Transaction highlights                                                      Acquirer profile                                          Target profile

  Consideration: $140m                                                      Founded in 2002, Riverbed is a leading                  Founded in 1995, Zeus delivers high
                                                                              provider of WAN optimization solutions                   performance software-based load balancing
  Offer: All cash                                                                                                                     and traffic management solutions for virtual,
                                                                             Riverbed‘s products enable enterprises to
                                                                                                                                       cloud and hybrid environments
                                                                              consolidate IT infrastructure, minimize
  Key metrics: 9-10x LTM Revenue
                                                                              bandwidth consumption and accelerate                    Zeus products enable enterprises to deliver
                                                                              application performance via WANs                         applications and websites with a consistently
  Engagement type: Private sell-side
                                                                                                                                       excellent user-experience, whatever the
                                                                             Riverbed‘s flagship product, Steelhead
                                                                                                                                       demand, with the flexibility and economics of
  Sector: Cloud computing software                                           appliance, is deployed at over 9,000
                                                                                                                                       cloud computing
                                                                              customers globally
  Arma role: Exclusive financial advisor to Zeus                                                                                     Zeus virtual ADC solutions are used by over
                                                                             In 2010, Riverbed generated $552 million of
   Technology                                                                                                                          1,500 customers worldwide, including 7 of the
                                                                              revenue
                                                                                                                                       top 10 telecom operators

                                                                             The acquisition will form the cornerstone of Riverbed‘s asymmetric optimization strategy
                 July 19, 2011                                               As a software-based solution, the Zeus vADC has many advantages over its hardware-originated
                                                    Deal rationale            peers:
             $140,000,000                                                     −   it is better suited for virtual and cloud environments
                                                                              −   it can migrate across environments
                                                                              −   it can scale on demand
                                                                             Through this acquisition Riverbed seeks to unlock the potential for integrating both symmetric and
                                                                              asymmetric acceleration approaches in order to deliver the best solution for performance in both
                                                                              private and public cloud environments
            has been acquired by
                                                    Contribution / impact




                                                                             Arma Partners was engaged by Zeus shareholders to evaluate the company's strategic options and
                                                                              support the business with a view to maximising long-term shareholder value
                                                                             Arma Partners ―quarterbacked‖ multiple strategic and partnership discussions that Zeus had with
                                                                              several players in the ecosystem, either actively or behind-the-scenes as appropriate in the
 Arma Partners acted as exclusive financial                                   circumstances in the run-up to the acquisition
       advisor to Zeus Technology
                                                                             Articulating specific combination rationale and case studies for the counterparties involved and
                                                                              evaluating timing and valuation considerations was a critical contribution to secure an excellent
                                                                              outcome for the Company and the shareholders




                                                                                                                                                                                       19
Case study: Garmin acquires NAVIGON

              Transaction highlights                                              Acquirer profile                                         Target profile

  Consideration: Undisclosed                                        Garmin designs, develops and manufactures              NAVIGON is a leading global navigation
                                                                      global positioning system (GPS) enabled                 company
  Offer: All cash                                                    products worldwide
                                                                                                                             NAVIGON products include high-quality
  Key metrics: 2010 revenues c. €150m                               Garmin operates in four segments:                       personal navigation devices and top-selling
                                                                      Automotive/Mobile, Outdoor/Fitness, Marine,             navigation software for smartphones and
  Engagement type: Private sale                                      and Aviation                                            automotive applications

  Sector: Location based technology                                 The company was founded in 1989 and is                 The company was founded in 1991 in
                                                                      domiciled in Neuchatel, Switzerland                     Germany with subsidiaries in Europe, Asia
                                                                                                                              and North America



                                                                     Garmin is acquiring one of the top-selling navigation applications for the iPhone and Android
  Subject to customary closing conditions                             platforms -- an asset that will help drive revenue for the combined company going forward
                                            Deal rationale           NAVIGON is also complementary to Garmin‘s existing automotive and mobile business. NAVIGON
             Undisclosed                                              had already invested significantly in the European automotive business and expands Garmin‘s
                                                                      automotive footprint and capabilities

                                                                     NAVIGON had a strong tradition of innovation and as such held a valuable portfolio of OEM
                                                                      technology that strengthens Garmin‘s offering

                                                                     The combination creates a market share leader in German speaking and Nordic geographies in
                                                                      particular, boosting by 7-8% the market share of Garmin in the European PND market overall
                 has acquired
                                            Contribution / impact




                                                                     Arma Partners was engaged by General Atlantic to co-ordinate the acquisition process and provide
           a portfolio company of                                     full support including financial modeling, valuation defense and contract negotiations
                                                                     Arma Partners played a central role in initiating contact with the eventual buyer, price negotiations
                                                                      and eventually enabling the transaction


   Exclusive financial advisor to General
                  Atlantic


                                                                                                                                                                              20
Case study: LDC acquires UK2 Group

              Transaction highlights                                                           Acquirer profile                                         Target profile

  Consideration: $77m                                                             Lloyds TSB Development Capital (―LDC‖), the          Established in 1997, UK2 has evolved into a
                                                                                    investment arm of Lloyds Banking Group, is a          leading international provider of domain name
  Offer: Cash                                                                      leading private equity company in the UK mid-         registration, shared, dedicated and Cloud
                                                                                    market                                                hosting services to customers globally through
  Key metrics: Undisclosed                                                                                                               multiple brands, delivered from data centres in
                                                                                   Since 1981, LDC has completed over 400
                                                                                                                                          the UK and the US
                                                                                    investments and has ongoing interests in over
  Engagement type: Private buy-side                                                                                                     UK2 has an industry-wide reputation for
                                                                                    60 businesses across the UK
                                                                                                                                          innovative hosting products. Through the
  Sector: Hosting services                                                        In this transaction, LDC backed the                   VPS.NET brand, UK2 offers Cloud hosting to
                                                                                    management team led by Phil Male. Male was            the mass market and today is the fourth
  Arma role: Exclusive financial advisor to Lloyds TSB                             previously Chief Strategy Officer at Cable &          largest true public Cloud provider in the world
   Development Capital                                                              Wireless Worldwide and Chief Operating
                                                                                    Officer of Thus Group plc



                 April 20, 2011
                                                                                   UK2 represents an attractive investment for a private equity investor. UK2 operates in the high
                                                          Deal rationale            growth hosting sector that, has seen, and is expected to see, continued consolidation of the leading
             $77,000,000                                                            platforms in Europe

                                                                                   UK2 has significant potential to achieve enhanced margins as the business grows and benefit from
                                                                                    new product innovations including a new public cloud offer

                                                                                   UK2 also has the option of participating in the continued consolidation of the European webhosting
                                                                                    sector
                 has acquired
                                                          Contribution / impact




                                                                                   Arma Partners was engaged by LDC to co-ordinate the acquisition process and provide full support
                                                                                    including due diligence, financial modeling, valuation, financing and contract negotiations
                                                                                   This transaction is the second hosting services transaction for Arma Partners and drew upon our
                                                                                    experience with key value drivers for multi-brand and innovative hosting services players
 Arma Partners acted as exclusive financial
 advisor to Lloyds TSB Development Capital                                         This is Arma Partners‘ second transaction for LDC, following our work on the acquisition of Easynet
                                                                                    from BSkyB and reinforces Arma Partners‘ strong execution skills and tradition of repeat business
                                                                                    with key clients




                                                                                                                                                                                            21
Case study: The Foundry acquired by Carlyle

              Transaction highlights                                                         Acquirer profile                                        Target profile

  Consideration: Undisclosed                                                   The Carlyle Group is a global alternative asset      The Foundry is a world-leading innovator of
                                                                                 manager with $97.7 billion of assets under            visual effects and image processing
  Offer: Undisclosed                                                            management committed to 76 funds as of                technologies that boost productivity in motion
                                                                                 September 30, 2010                                    picture and video post-production
  Key metrics: £14.9m revenue in 2010                                                                                                The Foundry has a well-established client
                                                                                Carlyle invests across three asset classes -
                                                                                 private equity, real estate and credit                base that includes leading visual effects
  Engagement type: Private sell-side                                                                                                  facilities worldwide such as Warner Bros, The
                                                                                 alternatives - focusing on aerospace &
                                                                                 defense, consumer & retail, energy & power,           Moving Picture Company, Weta Digital,
  Sector: Entertainment Software                                                                                                      Framestore, Sony Pictures Imageworks and
                                                                                 financial services, healthcare, industrial,
                                                                                 infrastructure, technology & business                 Digital Domain
  Arma role: Exclusive financial advisor to The Foundry
                                                                                 services, telecommunications & media and             The Foundry was backed by Advent Venture
                                                                                 transportation                                        Partners and Falcon Investment Advisors



               March 15, 2011                                                   Since the management buyout of the Company in June 2009, the management team and founders
                                                                                 have worked closely with Advent and Falcon to transform the Company from a best-of-breed plug-in
                                                       Deal rationale            developer to the leading industry VFX software provider through a combination of unique product
            Undisclosed                                                          partnerships, sales execution, channel development and global expansion

                                                                                During this period, headcount tripled from 35 to more than 100 and growth accelerated, with revenue
                                                                                 increasing from £6.1 million in 2009 to £14.9 million in 2010. The Company expanded its customer
                                                                                 base to over 4,000 accounts

                                                                                Carlyle will support The Foundry‘s expansion and invest to develop their specialized product
                                                                                 offerings and facilitate the Company‘s diversification into other adjacent market arenas
            has been acquired by
                                                                                The Foundry had received inbound expressions of interest from both financial and strategic
                                                                                 counterparties due to its unique position in the VFX software industry and corresponding attractive
                                                       Contribution / impact




                                                                                 financial profile
                                                                                Arma was retained to coordinate these inbound expressions and drive a focused, competitive
                                                                                 process to deliver an optimal outcome for all stakeholders
      Arma Partners acted as exclusive                                          Arma actively supported the management to articulate The Foundry‘s growth strategy and financial
      financial advisor to The Foundry                                           plan and prepare the team for interactions with counterparties
                                                                                Once the buyer had been identified, Arma, together with the management team, was able to drive
                                                                                 the process to successful completion within a compact timeframe
                                                                                The transaction valuation represents an exceptional return for the shareholders, and positions the
                                                                                 Company for sustained growth under the ownership of Carlyle


                                                                                                                                                                                        22
Case study: Escalate Retail acquired by RedPrairie

              Transaction highlights                                                          Acquirer profile                                          Target profile

  Engagement type: Private sell-side                                            Founded in 1975                                        Founded in 1988
                                                                                 Headquartered in Atlanta, Georgia                      Headquartered in San Diego, California
  Sector: E-Commerce
                                                                                                                                         Escalate provides software solutions that
                                                                                 RedPrairie offers inventory, transportation,            enable cross channel commerce in the store,
  Arma role: Exclusive financial advisor to Escalate                             and workforce solutions for manufacturers,
   Retail                                                                                                                                 on the Web and over the phone
                                                                                  distributors, and retailers
                                                                                                                                         Solutions include clienteling, e-commerce,
                                                                                 RedPrairie maintains over 20 global offices             order management, and retail CRM solutions,
                                                                                  and provides solutions at more than 34,000              as well as contact center, gift registry, guided
                                                                                  customer sites in over 40 countries                     selling, general retail and direct commerce
                                                                                                                                          applications




               February 2, 2011                                                  The acquisition creates a compelling combination of assets, capabilities, and people that leverage
                                                        Deal rationale            Escalate‘s capabilities and extend RedPrairie‘s supply chain leadership position to create a
                                                                                  combination of solutions that integrate and optimize the customer experience
             Undisclosed
                                                                                 Ideally positions RedPrairie to manage both supply chain and retail activities, from the time a
                                                                                  customer first makes contact with a retailer—no matter the channel, touch point, or device—all the
                                                                                  way through to fulfillment

                                                                                 Enhances RedPrairie‘s ability to leverage their Workforce and Inventory Management solutions to
                                                                                  help retailers optimize inventory and fulfillment processes

            has been acquired by
                                                        Contribution / impact




                                                                                 Arma Partners was engaged by Escalate shareholders to evaluate the company's strategic options
                                                                                 Arma Partners worked closely with management to identify and contact both upstream and
                                                                                  downstream strategic partners and explore value-enhancing transactions
       Arma Partners acted as exclusive                                          The highly focused approach, emphasizing both the tangible and non-tangible aspects of the
     financial advisor to Escalate Retail                                         transaction, enabled shareholders to evaluate their alternatives in a very short time frame
                                                                                 All of the key points of the transaction were negotiated up-front in a detailed term sheet, while there
                                                                                  was still competitive tension




                                                                                                                                                                                             23
Case study: goviral acquired by AOL

              Transaction highlights                                                         Acquirer profile                                         Target profile

  Consideration: $97,000,000                                                   AOL is a leading web services company with            goviral distributes branded video content
                                                                                 over 80 branded / content sites including              across the internet for brands, media
  Offer: Cash                                                                   Engadget, TechCrunch and Huffington Post               agencies, creative agencies and content
                                                                                                                                        producers
  Key metrics: Not disclosed                                                   In December 2010, AOL delivered 406m
                                                                                 video streams and had ca.50m monthly active           goviral's current video content distribution
                                                                                 users of video                                         network includes more than 18,000 publishers
  Engagement type: Private sell-side                                                                                                   across 24 verticals, allowing its clients to
                                                                                AOL's business strategy is to become the               reach well over 350m global Internet users
  Sector: Digital Media                                                         leading portal for online content, products and        and generate more than 60m video views
                                                                                 services, in turn driving advertising revenues         monthly
  Arma role: Exclusive financial advisor to goviral
                                                                                In 2010, the AOL group generated over                 It has delivered unique campaigns for brands
                                                                                 $2.4bn of revenue                                      including Nike, LG, Audi and Gucci


                                                                                AOL is migrating from a dial-up business into a leading digital media content company with a
                 January 31, 2011                                                substantial global audience and monetization capabilities
                                                       Deal rationale
                                                                                Video is critical to AOL‘s strategy and mid-term success, competing directly with Google‘s YouTube
              $97,000,000                                                        to capture share of video advertising revenues

                                                                                goviral has created a very effective monetization platform that delivers highly measureable solutions
                                                                                 to publishers and advertisers – delivers CPMs of over €200 vs. typical display CPMs of ca.€5

                                                                                The transaction will further strengthen AOL's video offerings in Europe and ultimately North America
                                                                                 and will deliver further scale, placing it in pole position to expand its reach internationally, engage
                                                                                 new highly targeted consumer audiences and serve its advertising partners
            has been acquired by

                                                                                goviral had received inbound expressions of interest due to its unique position in the video/content
                                                       Contribution / impact




                                                                                 distribution landscape
                                                                                Arma combined these approaches with focused enquiries of a small handful of other relevant
                                                                                 players to provide goviral‘s board with insight into acquirer interest
                                                                                Arma also worked with management to articulate goviral‘s growth strategy and financial plan
       Arma Partners acted as exclusive
         financial advisor to goviral                                           Once AOL had been identified as the strongest buyer, Arma, together with the management team,
                                                                                 was able to drive this successful process to completion within a compact timeframe
                                                                                The transaction valuation provides a highly attractive return for the shareholders and financial
                                                                                 investors, and AOL can take advantage of synergy opportunities as it leverages its expertise within
                                                                                 goviral‘s content distribution platform


                                                                                                                                                                                           24
Case study: The Cloud Networks acquired by Sky

              Transaction highlights                                                           Acquirer profile                                         Target profile

  Consideration: <$75,000,000                                                    Formed in 1990 British Sky Broadcasting               Formed in 2003, The Cloud Networks is
                                                                                   Group, provides pay television communication           Europe‘s leading independent public access
  Offer: Cash                                                                     services in the United Kingdom and Ireland             Wifi operator
                                                                                                                                         The Company offers managed services on
  Key metrics: c.2.5x 2010 revenue                                               It is the largest pay-TV broadcaster in the            customer premises, hospitality services and
                                                                                   United Kingdom with over 10 million                    airtime as well as resale / wholesale which
  Engagement type: Private sell-side                                              subscribers                                            allows MNOs and fixed line service providers
                                                                                                                                          to bundle WiFi access with services
  Sector: Wireless communication                                                 Offers in-house and third parties‘ channels to
                                                                                   direct-to-home (DTH) customers
  Arma role: Exclusive financial advisor to The Cloud
   Networks                                                                       Offers broadband and voice communications




                 January 27, 2011
                                                                                  Sky will be able to substantially accelerate deployment of The Cloud Wifi footprint
                                                         Deal rationale
            <$75,000,000                                                          The Cloud will enhance Sky‘s strategic positioning relative to the mobile operators and other
                                                                                   broadband providers given the importance of WiFi in alleviating 3G bandwidth constraints

                                                                                  The acquisition will allow Sky to provide a mobile access offering in addition to home broadband,
                                                                                   telephone and TV packages




            has been acquired by

                                                                                  Arma Partners was engaged by The Cloud‘s shareholders to evaluate the company's strategic
                                                         Contribution / impact




                                                                                   options
                                                                                  Arma Partners extensively pre-marketed the deal with selected strategic buyers to ensure maximum
                                                                                   preparedness when the process was launched
 Arma Partners acted as exclusive financial                                       Arma approached all the key buyers in the market creating competitive tension for its client
     advisor to The Cloud Networks                                                Arma Partners‘ relationships with potential buyers were important in the successful execution of the
                                                                                   transaction
                                                                                  The sale of The Cloud demonstrates Arma's depth of coverage within converging services and
                                                                                   mobile broadband.



                                                                                                                                                                                          25
Case study: Gigle Networks acquired by Broadcom

              Transaction highlights                                                             Acquirer profile                                             Target profile

  Consideration: $83 million                                                     Broadcom Corporation is a major technology                 Founded in 2005, Gigle Networks provides
                                                                                   innovator and global leader in semiconductors for           solutions for multimedia home networking that
  Offer: All-cash including up to $8m in cash earnout                             wired and wireless communications                           can extend wired and wireless Ethernet
                                                                                                                                               everywhere in the home
  Key metrics : Undisclosed                                                      Broadcom‘s products enable the delivery of voice,
                                                                                   video, data and multimedia to and throughout the           Gigle‘s solutions are targeted for applications
  Engagement type: Private sell-side                                              home, the office and the mobile environment                 such as Internet Protocol Television (IPTV),
                                                                                                                                               broadband TV (BBTV), video on demand (VoD),
  Sector: Semiconductors                                                         Broadcom is one of the world's largest fabless              and voice over IP (VoIP)
                                                                                   communications semiconductor companies with
  Arma role: Exclusive financial advisor to Gigle                                 2009 revenue of $4.5 billion and holds over 4,500          Gigle has R&D offices in Spain and UK, sales and
   Networks Inc.                                                                   U.S. and 1,900 foreign patents                              marketing office in USA and customer support
                                                                                                                                               centers in all major regions



             November 22, 2010
                                                                                  Gigle‘s technology will widen the breadth of Broadcom‘s intellectual property and enable the design of more
                                                         Deal rationale            highly integrated SoCs that allow whole-home network coverage in a wide variety of global deployment
             $83,000,000                                                           scenarios

                                                                                  The acquisition will also accelerate Broadcom‘s time to market for G.hn, a new draft specification for
                                                                                   existing-wire home networking, developed under the International Telecommunication Union

                                                                                  Powerline networking uses existing electrical wiring to create an in-home network, enabling a cost-effective
                                                                                   and efficient method to connect multiple devices and distribute digital content throughout the home


            have been acquired by
                                                         Contribution / impact




                                                                                  Gigle received inbound interest from Broadcom due to its unique product line and positioning in the home
                                                                                   networking semiconductor market

                                                                                  Arma Partners worked closely with the shareholders and management and was able to focus efforts on an
                                                                                   accelerated process that led to closing the deal within 8 weeks of the engagement
 Arma Partners acted as exclusive financial
        advisor to Gigle Networks                                                 Arma contacted other logical potential buyers and gauged their interest in a short time frame

                                                                                  Arma participated actively in the process from coordinating due diligence to assisting in the negotiation of
                                                                                   deal documentation




                                                                                                                                                                                                  26
Case study: Latens Systems acquired by Pace

              Transaction highlights                                                        Acquirer profile                                         Target profile

  Consideration: $47 million                                                  Pace (LSE:PIC) is the world‘s largest                 Latens is a world leader in payTV software
                                                                                developer of digital set-top box technology            security and enhanced TV services
  Offer: All-cash including up to $16m in earn-out
                                                                               Pace offers a complete range of set-top boxes         Latens provides a range of solutions in next
  Key metrics: Undisclosed                                                     and personal video recorders alongside whole           generation software Conditional Access (CAS)
                                                                                home solutions and gateway devices for the             and Middleware (ECO) for all types and sizes
  Engagement type: Private sell-side                                           global pay TV market, working across                   of payTV operators including cable, IPTV,
                                                                                satellite, cable, IPTV and terrestrial platforms       DTH, DTT and mobile
  Sector: Pay TV Software
                                                                               Pace was founded in 1982 and is                       Latens was founded in 2002 and has offices
  Arma role: Exclusive financial advisor to Latens                             headquartered in Saltaire, UK                          in UK, USA and India
   Systems




              November 4, 2010
                                                      Deal rationale           The acquisition allows Pace to integrate Latens software and IP on its set-top boxes, personal video
                                                                                recorders and gateway devices
             $47,000,000
                                                                               Pace will be able to supply complete pay TV platforms for customers who prefer to purchase from a
                                                                                single technology supplier

                                                                               Latens‘s range of cardless CAS products ensure that the customers will not have the deployment
                                                                                and management costs of card based systems


            has been acquired by
                                                      Contribution / impact




                                                                               Latens received inbound expression of interest due to its unique position as the leading independent
                                                                                provider of conditional access technology and middleware for payTV operators

                                                                               Arma was engaged to manage a focused approach with minimum disruption to the business
 Arma Partners acted as exclusive financial
      advisor to Latens Systems Ltd                                            Arma contacted key logical buyers and gauged their interest in a short time frame

                                                                               Arma participated actively in the process from coordinating due diligence to assisting in the
                                                                                negotiation of deal documentation




                                                                                                                                                                                       27
Case study: Quova Acquired By NeuStar

              Transaction highlights                                                         Acquirer profile                                              Target profile

  Engagement type: Private sell-side                                         Headquartered in Sterling, Virginia                        Headquartered in Mountain View, California

  Sector: Internet services                                                  NeuStar is a leading provider of North American            Quova is the leading provider of geolocation
                                                                               telephone number, domain registry and network               software as a service and services to enable a
  Arma role: Exclusive financial advisor to Quova                             service exchange and directory services for                 website operator to view a visitor‘s geographic
                                                                               telecommunication markets                                   location

                                                                              NeuStar serves traditional providers of                    Quova‘s customers include online retailers,
                                                                               communications, including local exchange                    government agencies and other organizations
                                                                               carriers, competitive local exchange carriers,              interested in improving search results, fighting
                                                                               wireless service providers, and long distance               online fraud, regulating digital content and
                                                                               carriers along with emerging communication                  delivering geographically based advertising
                                                                               service providers and providers of VoIP services



               October 27, 2010                                               NeuStar‘s leading position in IP, Domain Name Registry and DNS provides unparalleled access to internet
                                                                               traffic, which, combined with Quova creates a unique data platform for geolocation
                                                     Deal rationale
                                                                              The acquisition represents a significant step for NeuStar in continuing to build out an unrivalled horizontal
                                                                               data aggregation platform through:

                                                                               – Realization of operational synergies

                                                                               – Integration and strengthening of subject matter expertise, technology and product capabilities

                                                                               – Acceleration of NeuStar‘s expansion into new high growth markets

            have been acquired by
                                                     Contribution / impact




                                                                              Arma Partners was engaged to manage a sell-side process for Quova which involved a number of strategic
                                                                               and financial buyers over the length of the process
 Arma Partners acted as exclusive financial
            advisor to Quova                                                  Arma Partners was successful in converting suspected strategic interest into a closeable transaction and
                                                                               assisting the board in deciding the best option for the Company




                                                                                                                                                                                               28
Case study: KANA Software Acquires Lagan
Technologies
              Transaction highlights                                                      Acquirer profile                                             Target profile

  Engagement type: Private buy-side                                         Headquartered in Sunnyvale, CA                           Headquartered in Belfast, UK

  Sector: Enterprise software                                               KANA is owned by Accel-KKR, a technology-                Lagan Technologies is the global leader in
                                                                              focused Silicon Valley private equity firm                G2C (government to citizen) technology
  Arma role: Exclusive financial advisor to KANA                                                                                       including Enterprise Case Management
   Software                                                                  KANA Software provides customer service                   (ECM) and Government CRM solutions
                                                                              management software and software as a
                                                                              service (SaaS) for businesses and                        Lagan focuses exclusively on Government
                                                                              government agencies globally                              CRM and Enterprise Case Management
                                                                                                                                        solutions for the government marketplace with
                                                                             KANA Software‘s customers include hundreds                nearly 200 customers in North America and
                                                                              of companies around the world, and about                  the UK serving over 60 million citizens
                                                                              half of the Fortune 100                                   worldwide

                                                                             The deal creates an ideal opportunity to capitalize on the large and growing market in the
                October 6, 2010                                               government sector by strengthening KANA‘s capabilities in customer service agent desktop
                                                                              solutions and bringing in deep domain expertise
                                                    Deal rationale
                                                                             This combination offers multiple benefits for both companies:

                                                                              – Lagan's Government to Citizen solutions complement KANA's leading capabilities in the
                                                                                communications, financial services, healthcare, retail and technology sectors

                                                                              – Creates a talented global team, with the potential to create up to 100 new jobs at Lagan's Belfast
                                                                                headquarters to accommodate the planned growth within the combined business. Serving as a
                                                                                catalyst for international growth, Belfast will become KANA's European headquarters,
                 has acquired                                                   strengthening KANA's worldwide presence
                                                    Contribution / impact




                                                                             This transaction results from Arma‘s strategic advisory work with KANA, examining potential
                                                                              opportunities to expand KANA‘s presence in Europe, and marks a substantial step forward for
                                                                              KANA‘s expansion into international markets
 Arma Partners acted as exclusive financial
       advisor to Kana Software                                              Arma‘s rapid identification of strategic fit and availability resulted in a proprietary transaction
                                                                              opportunity for KANA Software




                                                                                                                                                                                        29
Case study: beCogent acquired by Teleperformance

              Transaction highlights                                                     Acquirer profile                                        Target profile

  Consideration: Undisclosed                                               Teleperformance is a leading provider of              beCogent offers a diverse range of contact
                                                                             outsourced CRM and contact centre services             centre solutions including fully outsourced
  Offer: Cash                                                               and in 2009, the group achieved revenues of            partnerships, services to complement and
                                                                             €1.8bn                                                 support an in-house operation and short and
  Key metrics: Undisclosed                                                 It has been serving companies around the               long-term consulting services
                                                                             world with customer acquisition, customer             It has significant experience in numerous
  Engagement type: Private sell-side                                        care, technical support and debt collection            industry sectors, with an emphasis on the
                                                                             programs                                               financial services, retail and telco/ISP
  Sector: Business Process Outsourcing (BPO)                                                                                       industries
                                                                            The group, listed on NYSE Euronext Paris,
  Arma role: Financial advisor to beCogent Ltd.                             operates 83,000 workstations with more than           beCogent has c. 3,000 employees at its four
                                                                             112,000 employees across 276 contact                   call centres in Airdrie, Erskine, Kilmarnock
                                                                             centers in 51 countries                                and Glasgow



                 August 17, 2010
                                                   Deal rationale           Through the combination with Teleperformance, beCogent will be able to pursue larger public and
                                                                             private sector mandates in the future, and will have access to Teleperformance‘s offshore
                                                                             capabilities

                                                                            The transaction allows Teleperformance to expand its footprint in the UK and gain a strong foothold
                                                                             in Scotland

                                                                            The combined business will create the second largest operator of call centres in Britain
            has been acquired by
                                                   Contribution / impact




                                                                            Arma had a long-standing relationship with the senior management of beCogent, advising them
                                                                             informally on their strategic alternatives and timing
 Arma Partners acted as exclusive financial
       advisor to beCogent Ltd.                                             The company received an unsolicited offer, which the shareholders believed was credible / serious
                                                                             and a good home for the company
                                                                            Arma was engaged to optimise the terms, advise the Board on its alternatives, lead the negotiation
                                                                             and execute the transaction with minimum disruption to the business in a tight timetable




                                                                                                                                                                                   30
Case study: LDC acquires Easynet

              Transaction highlights                                                            Acquirer profile                                        Target profile

  Consideration: $152 million                                                     Lloyds TSB Development Capital (―LDC‖), the          Easynet is a specialist telecommunications
                                                                                    investment arm of Lloyds Banking Group, is a          business that designs and manages data
  Offer: Cash                                                                      leading private equity company in the UK mid-         networks for large businesses as well as
                                                                                    market                                                providing managed hosting and video
  Key metrics: Undisclosed                                                                                                               conferencing solutions around the globe
                                                                                   Since 1981, LDC has completed over 400
  Engagement type: Private buy side                                                investments and has ongoing interests in over        Easynet also provides fiber services for mid-
                                                                                    60 businesses across the UK                           market businesses in the UK and Holland
  Sector: Telecoms
                                                                                   In this transaction, LDC backed the                  Easynet is headquartered in London with
  Arma role: Exclusive financial advisor to Lloyds TSB                             management team led by the current Easynet            c.1,100 employees and operations in 8
   Development Capital                                                              CEO David Rowe                                        European countries



                                                                                   The sector backdrop is very favourable, with aggregate expenditure on business data services
                 July 21, 2010                                                      across Europe expected to increase significantly, driven by the accelerating trend of companies to
                                                          Deal rationale            outsource management and location of their servers and hosting

            $152,000,000                                                           Easynet operates in the most favourable sub-sectors of the business data service market both by
                                                                                    product and delivery technology

                                                                                   Easynet is expected to continue to grow strongly both organically and also via acquisitions,
                                                                                    achieving enhanced margins as the business grows
                 has acquired
                                                                                   Easynet will maintain access to the Sky network and Sky will also remain as a significant customer
                                                                                    of Easynet



                 a subsidiary of
                                                          Contribution / impact




                                                                                   Arma Partners played a central role in originating and enabling the transaction
                                                                                   Arma Partners‘ relationships with Easynet management, LDC and Sky were important in the
  Arma Partners acted as exclusive financial                                        successful execution of the transaction
 advisor to Lloyds TSB Development Capital                                         Arma Partners was engaged by LDC to co-ordinate the acquisition process and provide full support
                                                                                    including due diligence, financial modeling, valuation, financing and contract negotiations




                                                                                                                                                                                          31
Case study: Acturis – growth equity investment
from Summit Partners
              Transaction highlights                                                              Acquirer profile                                          Target profile

  Consideration: Undisclosed                                                        Summit Partners is a private equity and                Founded in 2000 and based in London,
                                                                                      venture capital firm with offices in Boston,            Acturis provides technology solutions to
  Offer: Undisclosed                                                                 London and Palo Alto                                    general insurance brokers, underwriters and
                                                                                                                                              affinity networks
  Key metrics (YE Sept 09): Revenue: £14.1m;                                        Formed in 1984, the firm has raised nearly
   Operating Profit: £5.1m                                                            $11 billion in capital in its private equity,          The Acturis Platform automates insurance
                                                                                      venture capital, and subordinated debt funds            administration and enables multi-channel
  Engagement type: Private sell-side (growth equity                                                                                          implementations as well as electronic trading
   investment)                                                                       Summit has provided financing to more than              of insurance products
                                                                                      300 companies, which have completed more
  Sector: Financial technology                                                       than 125 public offerings, and in excess of            Acturis‘s platform is used by more than 7,000
                                                                                      125 strategic mergers or sales                          users across 300 sites and processes more
  Arma role: Exclusive financial advisor to Acturis Ltd.                                                                                     than £2bn of Gross Written Premium annually

                                                                                     The investment will position the company for the next stage in its growth, help execute its European
                 June 21, 2010                                                        expansion strategy and continue the company‘s focus on delivering best-in-class technology
                                                            Deal rationale           The transaction is part of Summit Partners' strategy to invest in growing, profitable software
             Undisclosed                                                              companies with a strong market position. Summit Partners have a strong history of investing in the
                                                                                      financial services technology sector, including investments in Flow Traders, IGEFI Group, Fleetcor
                                                                                      and Fortegra Financial

                                                                                     The transaction will allow existing shareholders to partially exit the business while retaining a
                                                                                      majority stake

                                                                                     Scott Collins (Managing Director) and Han Sikkens (Principal) of Summit Partners, will join the
                                                                                      Acturis Board of Directors
         growth equity investment by
                                                                                     Arma Partners was engaged by Acturis shareholders to evaluate the company's strategic options
                                                            Contribution / impact




                                                                                     Arma Partners worked closely with the shareholders to define a list of investment criteria and agree
                                                                                      on the optimal transaction structure to maximise value using both debt and equity financings

                                                                                     The highly focused approach, emphasising both the tangible and non-tangible aspects of the
 Arma Partners acted as exclusive financial                                           transaction, enabled shareholders to evaluate their alternatives in a very short time frame
          advisor to Acturis Ltd.
                                                                                     All of the key points of the transaction were negotiated up-front in a detailed term sheet, whilst there
                                                                                      was still competitive tension

                                                                                     A short period of exclusivity was granted to Summit Partners to complete due diligence, arrange
                                                                                      bank financing and negotiate all deal documents


                                                                                                                                                                                                 32
Case study: PriceMinister acquired by Rakuten

              Transaction highlights                                                          Acquirer profile                                         Target profile

  Consideration: c. €200 million                                                In Japan, Rakuten has approximately 64                Founded in 2000, PriceMinister is the largest
                                                                                  million registered members and sales in 2009           e-Commerce site in France by audience
  Offer: Cash                                                                    totalled US$3.2 billion                               In addition to France, PriceMinister has
                                                                                                                                         established its marketplace business in Spain
  Key metrics: c.5x historical revenue and 28x EBIT                             Its core business ―Rakuten Ichiba‖ is Japan‘s          and the United Kingdom
                                                                                  largest Internet shopping mall and offers more
  Engagement type: Private sell-side                                             than 58 million products from over 33,000             It has become the European leader in
                                                                                  merchants, some of whom have turnover of               guaranteed buying and selling on the Internet
  Sector: eCommerce                                                              more than US$1 million per month                      It consists of five business lines: Guaranteed
                                                                                                                                         Buying and Selling (marketplace), Automobile
  Arma role: Financial advisor to PriceMinister S.A.                            It is engaged in other Internet businesses             (classifieds), Travel (price comparison), Real
                                                                                  such as a travel agency and financial services         estate (classifieds) and E-mail Marketing




                 June 17, 2010                                                   This acquisition is a significant step toward Rakuten‘s objective to create a global shopping platform.
                                                        Deal rationale            Further, the transaction will also develop its global network of e-commerce businesses by leveraging
                                                                                  its presence in Asia, the US and Europe
          c. €200,000,000
                                                                                 With Rakuten‘s deep knowledge of how to build long term relationships with merchants and
                                                                                  consumers and B2B2C marketplace business model, PriceMinister can grow even faster by
                                                                                  combining both respective strengths

                                                                                 Post completion, PriceMinister management team will continue to work with the company to continue
                                                                                  to develop the platform in France and across Europe

 and its subsidiaries have been acquired by

                                                                                 PriceMinister had received inbound expressions of interest due to its unique position in the
                                                        Contribution / impact




                                                                                  European B2B2C marketplaces landscape
                                                                                 Arma combined these approaches with focused enquiries of a small handful of other relevant
                                                                                  players to create a highly targeted and discreet sale process
                                                                                 Arma also worked with management to articulate PriceMinister‘s European growth strategy
 Arma Partners acted as financial advisor to
           PriceMinister S.A.                                                    Once Rakuten had been identified as the strongest buyer, Arma, together with the management
                                                                                  team, was able to drive this successful process to completion within a compact timeframe
                                                                                 The transaction valuation provides a highly attractive return for the shareholders and financial
                                                                                  investors, and Rakuten can take advantage of synergy opportunities as it leverages its B2B2C
                                                                                  expertise within PriceMinister‘s European platform


                                                                                                                                                                                            33
Case study: Deltek acquires Maconomy A/S

              Transaction highlights                                                        Acquirer profile                                         Target profile

  Consideration: $75 million
                                                                                Headquartered in Herndon, Virginia                   Headquartered in Copenhagen, Denmark
  Offer: All-cash, $3.39 per share (50% premium)
                                                                                Deltek is the leading provider of enterprise         Maconomy is an international enterprise
  Key metrics: 1.7x historic revenue, 5.8x historic                             applications software and solutions developed         software provider that offers solutions to the
   maintenance revenue                                                           specifically for project-focused organizations        professional services market

  Engagement type: Public buy-side                                             More than 12,000 customers worldwide rely            Maconomy has more than 600 customers in
                                                                                 on Deltek‘s software solutions, spanning              approximately 60 countries and has a
  Sector: Enterprise software                                                   numerous project-focused industries and               significant presence among top advertising,
                                                                                 ranging in size from small organizations to           public relations, accounting and consulting
  Arma role: Lead financial advisor to Deltek Inc                               large enterprises                                     companies



                                                                                Deltek and Maconomy are an excellent strategic match and the combination pairs two best-in-class
                 June 3, 2010                                                    companies that are leaders in their respective markets
                                                       Deal rationale
                                                                                This combination offers multiple benefits for both companies
              $75,000,000
                                                                                  − Maconomy's large presence in Europe is an ideal complement to Deltek's strong position in the
                                                                                    U.S. market and the combined company will cover all major segments of the professional
                                                                                    services market

                                                                                  − Deltek and Maconomy also share similar vision and goals, including an intense focus on
                                                                                    delivering world-class solutions to professional services organizations, a common mission to
                                                                                    drive innovation for project-focused organizations, and a passion for customer success
                 has acquired
                                                       Contribution / impact




                                                                                This transaction results from Arma‘s strategic advisory work with Deltek, examining potential
                                                                                 opportunities to expand Deltek‘s business in Europe, and marks a substantial step forward for
    Arma Partners acted as lead financial                                        Deltek‘s expansion into international markets
          advisor to Deltek Inc                                                 This transaction also highlights Arma Partners‘ world-class cross-border M&A advisory capabilities
                                                                                 as well as continued strong momentum in our US investment banking business




                                                                                                                                                                                        34
Case study: Strato acquired by Deutsche Telekom

              Transaction highlights                                                           Acquirer profile                                        Target profile

  Consideration: $409 million                                                     With presence in 50 countries worldwide and          Headquartered in Berlin, Germany, Strato AG
                                                                                    a market capitalisation of over €42 billion,          provides subscription-based, on-demand
  Offer: Cash                                                                      Deutsche Telekom is one the world‘s leading           managed software, supplied around a shared
                                                                                    telecommunications and information                    or dedicated hosted domain and web space
  Key metrics: 3.05x LTM revenue                                                   technology companies                                  offering
                                                                                                                                         The company increasingly adds SaaS
  Engagement type: Private sell-side                                              Deutsche Telekom provides network access,             offerings for business users, such as
                                                                                    communications services and value-added               homepage builder, fully-equipped eShops and
  Sector: Webhosting                                                               services via fixed and mobile networks                online storage and back-up

  Arma role: Exclusive financial advisor to freenet AG                                                                                  Measured by 1.4m subscription contracts and
                                                                                                                                          over 4m hosted domains, Strato is the number
                                                                                                                                          2 web hoster in Europe


                                                                                   The transaction makes Deutsche Telekom number two for webhosting products in Germany
             November 19, 2009
                                                                                   Strato enlarges Deutsche Telekom‘s existing webhosting platform, providing the combined business
                                                          Deal rationale            with attractive opportunities for further growth domestically and in the rest of Europe and expands
            $409,000,000                                                            Deutsche Telekom‘s value-added services offers to residential and SME customers

                                                                                   Strato will make a positive contribution to net income and free cash flow to Deutsche Telekom

                                                                                   The disposal of Strato marks the continuation of freenet‘s strategy to concentrate on mobile and
                                                                                    mobile Internet, which freenet embarked on after acquiring debitel in July 2008


            has been acquired by
                                                                                   Arma Partners has a longstanding relationship with freenet, having been retained as lead financial
                                                                                    advisor on four assignments, including the transformational €1.6bn acquisition of debitel in 2008
                                                          Contribution / impact




                                                                                   Arma structured a two stage auction process for Strato, with Stage 1 focusing on educating potential
                                                                                    acquirers about the value and potential of Strato‘s unusual, software-centric, managed webhosting
                                                                                    business model
 Arma Partners acted as exclusive financial                                        Arma proactively contacted buyers on a global basis as well as evaluated inbound expressions of
         advisor to freenet AG                                                      interest. A rigorous selection process was used so as to maintain a manageable process in an
                                                                                    environment of extremely strong buyer interest
                                                                                   The process was constructed to meet the detailed requirements both of strategic and of financial
                                                                                    buyers, including the needs of financing providers
                                                                                   Through a carefully executed process, Arma managed to maximise the exit value for freenet AG


                                                                                                                                                                                           35
Case study: Software AG acquires IDS Scheer

              Transaction highlights                                                         Acquirer profile                                          Target profile

  Consideration: $680 million                                                  Software AG (XTRA: SOW) is the world‘s                 IDS Scheer (XTRA: IDS) is the worldwide
                                                                                 largest independent provider of Business                market leader in business process analysis
  Offer: All cash, €15 per share (40% premium to                                Infrastructure Software                                 and optimisation solutions
   previous close)                                                              Product portfolio includes solutions for high          Offers software solutions in Business Process
                                                                                 performance data management, applications               Analysis and Enterprise Architecture
  Key metrics: 1.0x historic revenue                                            modernisation, service-oriented architecture            Technology
                                                                                 enablement and business processes                      Formidable business process and SAP
  Engagement type: Public buy-side                                              improvement                                             implementation professional services capability
                                                                                Software AG is headquartered in Darmstadt              IDS Scheer is headquartered in Saarbrucken
  Sector: Enterprise Software / IT Services                                     (Germany) with over 3,600 employees serving             (Germany) with 2,800 employees serving
                                                                                 4,000 customers in 70 countries                         7,500 customers in 70 countries
  Arma role: Exclusive financial advisor to Software AG


                                                                                The transaction will create a global player in infrastructure software and business process solutions
                 July 13, 2009                                                   with more than 6,400 employees and in excess of €1 billion in revenue
                                                       Deal rationale           Software AG‘s strengths - technology leadership in middleware software, financial strength and a
            $680,000,000                                                         global presence - will complement IDS Scheer‘s strengths - the modeling, implementation and
                                                                                 controlling of business processes , a strong partner network and a large service presence in their
                                                                                 7,500 strong customer base

                                                                                The joint company strategy is focused on growth driven by the combined product offering, enhanced
                                                                                 market access and the leverage provided by the specialist expertise of IDS Scheer's consulting
                                                                                 business to deliver the combined entity‘s software solutions

            has been acquired by
                                                                                Arma Partners, working in close concert with the Software AG management team, leveraged its sector
                                                                                 knowledge to proactively identify suitable acquisition opportunities for the company
                                                       Contribution / impact




                                                                                Developed an acquisition strategy which enabled Software AG to secure the support of the two co-
                                                                                 founders and largest shareholders (professor Scheer and professor Pocsay) thereby achieving the
                                                                                 highest possible ownership level in IDS Scheer ahead of announcing the public tender offer

 Arma Partners acted as exclusive financial                                     Worked closely with Software AG‘s team to conduct due diligence on the target, execute an offer
         advisor to Software AG                                                  strategy and agree the terms of sale

                                                                                Arma Partners developed a negotiation and communication strategy for Software AG‘s Board to drive
                                                                                 relevant major shareholders to accept the offer



                                                                                                                                                                                           36
Case study: freenet’s DSL Internet access business
acquired by United Internet
              Transaction highlights                                                            Acquirer profile                                         Target profile

  Consideration: $172 million                                                     United Internet is a leading German Internet           With 1.2 million subscribers, freenet‘s DSL
                                                                                    Service Provider with global operations,                business is the 5th largest broadband Internet
  Offer: Cash and shares                                                           delivering value-added Internet services,               Service Provider in Germany
                                                                                    comprising DSL and narrowband Internet
  Key metrics: 0.42x LTM revenue                                                   access, webhosting and information                     freenet‘s DSL business already offers not only
                                                                                    management, to SoHos, SMBs and retail                   regional but also nationwide Unbundled Local
  Engagement type: Private sell-side                                               customers                                               Loop services, based on regulated IP-
                                                                                                                                            Bitstream access to Deutsche Telekom‘s
  Sector: Internet access                                                         In addition to Internet services, United Internet       access infrastructure
                                                                                    provides a wide range of marketing and sales
  Arma role: Exclusive financial advisor to freenet AG                             solutions



                                                                                   freenet‘s DSL access business was subscale in a consolidating DSL access market, characterised
                 May 26, 2009                                                       by slowing growth and tough competitiion
                                                          Deal rationale           United Internet expected to migrate at least c. 700K high-value broadband customers by year end
            $172,000,000                                                            2009 to its own infrastructure, becoming the number 2 DSL provider in the German market
                                                                                    measured by the number of customers

                                                                                   United Internet will also enter into a preferred distribution agreement with freenet, which runs until
                                                                                    the end of 2014. United Internet will pay an additional premium in shares, valued at announcement
                                                                                    at up to c. €49m, depending on the sales success of this distribution agreement
                (DSL division)
                                                                                   The disposal of the DSL access business marks the continuation of freenet‘s strategy to concentrate
            has been acquired by                                                    on mobile and mobile Internet, which freenet embarked on having acquired debitel in July 2008

                                                                                   Arma Partners has a longstanding relationship with freenet, having been retained as lead financial
                                                                                    advisor on four assignments, including the transformational €1.6bn acquisition of debitel in 2008
                                                          Contribution / impact




                                                                                   Arma structured a two stage auction process, with Stage 1 focusing on educating potential acquirers
                                                                                    about the value and potential of the freenet DSL customer base
                                                                                   Based on the expressions of interest received and detailed discussions with preferred bidders, Arma
 Arma Partners acted as exclusive financial                                         structured transaction terms and perimeter to make the proposed transaction attractive to select
         advisor to freenet AG                                                      bidders and maintain competitive tension
                                                                                   Through a carefully executed process, Arma managed to achieve an acceptable transaction for
                                                                                    freenet AG in spite of a very difficult macroeconomic environment and a difficult DSL market in
                                                                                    Germany



                                                                                                                                                                                             37
Case study: F-Secure acquires Steek

              Transaction highlights                                                              Acquirer profile                                         Target profile

  Consideration: $42 million                                                        With more than 180 Internet Service Provider          Steek SA provides software for online storage
                                                                                      (ISP) and mobile operator partners globally,           and data management solutions to fixed line
  Offer: All-cash including up to $3.5m in cash earn-out                             F-Secure Corporation (HLSE: FSC1V) has                 and mobile operators enabling consumers to
                                                                                      been a pioneer of the ‗Security-as-a-Service‘          store, share and manage personal digital
  Key metrics: c. 6–7x revenue                                                       business model in the industry                         content with PCs and mobile phones

  Engagement type: Public buy-side                                                  F-Secure is the largest and fastest growing           Founded in 2002 in Bordeaux, France, Steek
                                                                                      European publicly-listed security software             services over 2.7 million active users through
  Sector: Online Storage and Security-as-a-Service                                   company                                                operator customers like SFR (France), Virgin
                                                                                                                                             Media (UK), TDC (Denmark), Singtel
  Arma role: Exclusive financial advisor to F-Secure                                F-Secure employs over 700 staff across 16              (Singapore) and Terra (Spain)
   Corporation                                                                        offices globally
                                                                                                                                            Steek employs 50 staff


                                                                                     F-Secure has been committed to the ISP business line and has been rapidly expanding its Software-
                 July 13, 2009
                                                                                      as-a-Service business model, having publicly announced its intentions to augment its existing
                                                            Deal rationale            security products with value-added services to end-consumers through the ISP channel
             $42,000,000                                                             F-Secure already had an existing partnership with Steek for the online back-up product; the
                                                                                      acquisition of Steek allows F-Secure to bring this product in-house, continue sustained product
                                                                                      investments and innovation as well as acquire some of Steek‘s valuable customer relationships

                                                                                     Steek‘s leadership in online back-up complements F-Secure‘s expertise in security products and can
                                                                                      create a well-rounded and compelling offering for ISP customers and meaningfully enhance the
                                                                                      scale of F-Secure‘s ISP business line

                 has acquired
                                                            Contribution / impact




                                                                                     Arma Partners has a long-standing relationship with F-Secure and was retained on this buy-side
                                                                                      engagement after consistent positive contributions during strategic target search activities

                                                                                     Arma negotiated upfront a detailed term sheet for the acquisition of Steek by F-Secure, upon which
                                                                                      F-Secure was granted exclusivity to pursue a transaction on the agreed terms
 Arma Partners acted as exclusive financial
    advisor to F-Secure Corporation                                                  Arma participated actively in the process from coordinating due diligence to assisting in the
                                                                                      negotiation of the deal documentation
                                                                                     This deal represents a key landmark in F-Secure‘s transition from a security software vendor into a
                                                                                      broader value-added Software-as-a-Service provider to global ISPs spanning security and storage




                                                                                                                                                                                              38
Case study: Micro Focus acquires Borland

              Transaction highlights                                                             Acquirer profile                                         Target profile

  Consideration: $113 million                                                      With over 15,000 customers and one million             Founded in 1983, Borland Software Corp
                                                                                     licensed users, Micro Focus International plc           (NASDAQ: BORL) (―Borland‖) is a vendor of
  Offer: All-cash, $1.50 per share (88% premium)                                    (LSE: MCRO) (―Micro Focus‖), a UK-based                 Application Lifecycle Management (―ALM‖)
                                                                                     company, provides innovative software that              solutions
  Key metrics: 0.5x historic revenue, 1.0x historic                                 helps companies to improve the business                Borland‘s solutions address the full range of
   maintenance revenue                                                               value of their enterprise applications                  ALM processes: Project & Portfolio
                                                                                                                                             Management, Requirements Definition &
  Engagement type: Public buy-side                                                 Micro Focus‘s Application Modernisation                 Management, Application Testing / Automated
                                                                                     solutions are employed by more than 70 of               Software Quality, Model Driven Development
  Sector: Enterprise software                                                       the Fortune Global 100 companies                        and Software Change Management

  Arma role: Exclusive financial advisor to Micro Focus                            Micro Focus employs approximately 750 staff            Borland employs approximately 760 staff
   International plc


                                                                                    As part of Micro Focus‘s strategy to acquire into logical adjacent markets, the c. US$2 billion global
                  May 6, 2008
                                                                                     Application Testing / ASQ market was viewed as particularly attractive
                                                           Deal rationale
             $113,000,000                                                           The acquisition of Borland strongly complements Micro Focus‘s acquisition of Compuware‘s Testing
                                                                                     and ASQ Business, which was announced on the same day

                                                                                    Together, the acquisitions significantly increase Micro Focus‘s addressable market and immediately
                                                                                     provide critical mass in this growing market segment

                                                                                    Market conditions make this a particularly attractive time for Micro Focus to expand its worldwide
                                                                                     sales channels, blue chip customer base and product suite at reasonable valuation levels
                 has acquired
                                                                                    Arma Partners has a long-standing relationship with Micro Focus and has advised on two of their
                                                                                     previous transactions and worked on the Borland transaction since discussions commenced in 2007
                                                           Contribution / impact




                                                                                    Arma Partners played a critical role in orchestrating and efficiently managing the process
                                                                                     simultaneously with the Compuware transaction to ensure synchronised announcement and
                                                                                     maximum market impact
 Arma Partners acted as exclusive financial
                                                                                    Post-announcement, two rival bids emerged, which Arma Partners helped Micro Focus carefully
  advisor to Micro Focus International plc
                                                                                     fend off to eventually secure this strategically important asset at an attractive price (c. 1x
                                                                                     maintenance revenue)
                                                                                    The Borland and Compuware transactions were well received by the markets and at close of
                                                                                     business on the day of announcement Micro Focus‘s share price had increased by c. 18%,
                                                                                     representing an increase in market value of c. $190m


                                                                                                                                                                                              39
Case study: Micro Focus acquires Compuware’s
Testing / ASQ business
              Transaction highlights                                                             Acquirer profile                                         Target profile

  Consideration: $80 million                                                       With over 15,000 customers and one million             Compuware‘s Testing and Automated
                                                                                     licensed users, Micro Focus International plc           Software Quality (―ASQ‖) Business automates
  Offer: All-cash                                                                   (LSE: MCRO) (―Micro Focus‖), a UK-based                 quality processes within the software
                                                                                     company, provides innovative software that              development function to control, measure and
  Key metrics: 0.8x historic revenue                                                helps companies to improve the business                 manage the delivery of results and to ensure
                                                                                     value of their enterprise applications                  process consistency and continuous
  Engagement type: Public buy-side                                                                                                          improvement through sophisticated workflow
                                                                                    Micro Focus‘s Application Modernisation                 capabilities
  Sector: Enterprise software                                                       solutions are employed by more than 70 of
                                                                                                                                            Compuware considered this business to be
                                                                                     the Fortune Global 100 companies
                                                                                                                                             non-core to their business strategy going
  Arma role: Exclusive financial advisor to Micro Focus
                                                                                                                                             forward and sought to divest it
   International plc                                                                Micro Focus employs approximately 750 staff



                                                                                    As part of Micro Focus‘s strategy to acquire into logical adjacent markets, the c. US$2 billion global
                     May 6, 2008
                                                                                     Application Testing / ASQ market was viewed as particularly attractive
                                                           Deal rationale
              $80,000,000                                                           These products are highly complementary to Micro Focus‘s core solutions as they address a
                                                                                     logically adjacent portion of the software development and deployment value chain

                                                                                    The acquisition of Compuware‘s Testing and ASQ Business also strongly complements Micro
                                                                                     Focus‘s acquisition of Borland, which was announced on the same day

                                                                                    Together, the acquisitions significantly increase Micro Focus‘s addressable market and immediately
                                                                                     provide critical mass in this growing market segment
   has acquired the Application Testing /
  Automated Software Quality business of
                                                                                    Arma Partners has a long-standing relationship with Micro Focus, having previously advised on their
                                                           Contribution / impact




                                                                                     successful acquisition of NetManage in May 2008 and Relativity Technologies in December 2008

                                                                                    Arma Partners‘ careful and balanced negotiation was critical to secure the transaction at an
                                                                                     attractive valuation as a number of counterparties had expressed interest in the asset

 Arma Partners acted as exclusive financial                                         Arma Partners played a critical role in orchestrating and efficiently managing the process
  advisor to Micro Focus International plc                                           simultaneously with the Borland transaction to ensure synchronised announcement and maximum
                                                                                     market impact
                                                                                    The Borland and Compuware transactions were well received by the markets and at close of
                                                                                     business on the day of announcement Micro Focus‘s share price had increased by c. 18%,
                                                                                     representing an increase in market value of c. $190m


                                                                                                                                                                                              40
Case study: Snell & Wilcox acquired by LDC

              Transaction highlights                                                         Acquirer profile                                         Target profile

  Consideration: $100 million                                                  Lloyds TSB Development Capital (―LDC‖), the           Founded in 1973, Snell & Wilcox Group
                                                                                 investment arm of Lloyds Banking Group, is a           (―Snell & Wilcox‖) is recognised as a leader in
  Offer: Cash and reinvestment in shares                                        leading private equity company in the UK mid-          the design and development of infrastructure
                                                                                 market                                                 solutions for digital media markets
  Key metrics: Undisclosed                                                                                                            The company designs and builds the world's
                                                                                Since 1981, LDC has completed over 400                 most advanced systems for video conversion,
  Engagement type: Private sell-side                                            investments and has ongoing interests in over          infrastructure, and production switching
                                                                                 60 businesses across the UK
  Sector: Digital Media                                                                                                               Its products are used by thousands of
                                                                                LDC invests in a broad range of sectors and            customers in the broadcast, postproduction,
  Arma role: Exclusive financial advisor to Snell &                             has particular experience in financial services,       cable, satellite, and IPTV markets
   Wilcox Group                                                                  healthcare, industrials, IT & software, leisure       The Company has a blue chip customer base
                                                                                 & media, retail and consumer                           of more than 1,000 active customers


                                                                                Arma Partners acted as exclusive financial advisor to Snell & Wilcox on its sale to Lloyds TSB
                March 6, 2009                                                    Development Capital and subsequent £72 million merger with Pro-Bel Limited (―Pro-Bel‖), an LDC
                                                       Deal rationale            portfolio company

        $100,000,000 (merged)                                                   As part of the transaction, Advent Venture Partners, the majority shareholder in Snell & Wilcox,
                                                                                 reinvested in the merged company alongside LDC. Financing for the transaction was provided by
                                                                                 The Royal Bank of Scotland and HSBC

                                                                                The merger of Snell & Wilcox and Pro-Bel will create one of the market leaders in the global
                                                                                 broadcast equipment sector – a market estimated to be worth over $25 billion. The enlarged
            has been acquired by                                                 business will have a combined turnover of approximately £80 million, employ 450 people and service
                                                                                 over 2,000 customers globally


                                                                                Snell & Wilcox had received inbound expressions of interest due to its unique technology and
                                                       Contribution / impact




         & subsequently merged with                                              product capabilities
                                                                                Arma Partners was engaged to manage a sell-side process for Snell & Wilcox which involved a
                                                                                 number of strategic and financial buyers in both the US and Europe over the length of the process
                                                                                Arma Partners worked closely with the Snell & Wilcox team to clearly articulate the key value drivers
 Arma Partners acted as exclusive financial                                      for the business and explain its unique market position
    advisor to Snell & Wilcox Group
                                                                                Arma was able to drive this competitive process to completion, despite the backdrop of a rapidly
                                                                                 deteriorating economic environment, highly volatile equity markets and a depressed M&A market
                                                                                The transaction involved the raising of bank financing during one of the most difficult leverage
                                                                                 environments that we have ever experienced


                                                                                                                                                                                          41
Case study: Danet Group acquired by Devoteam

              Transaction highlights                                                         Acquirer profile                                        Target profile

  Consideration: undisclosed                                                   Devoteam is a Paris headquartered IT                  Danet is a leading independent IT consulting
                                                                                 consulting group with has 4,250 employees              and service company with 400 employees and
  Offer: All-cash                                                               and 2008 turnover in excess of €450m                   2008 turnover in excess of €45m

  Key metrics: Undisclosed                                                     Operates in 20 countries across Europe,               Leading player in the German market with
                                                                                 North Africa and the Middle East                       European offices in UK and Austria
  Engagement type: Private sell-side
                                                                                19 years experience in IT consulting and              25 years experience in IT service
  Sector: IT Services                                                           service                                                management, on-demand services and
                                                                                                                                        complex technology applications
  Arma role: Exclusive financial advisor to Danet Group                        Serves customers in finance, industrials, the
                                                                                 public sector, services, telecoms and media           Serves customers in finance, logistics, pubic
                                                                                                                                        sector and telecommunications



               January 19, 2009
                                                                                Danet had achieved continued success in the domestic telecommunications space , and needed a
                                                       Deal rationale            scale partner to pursue the high value contracts it was in line to bid for and win
             Undisclosed                                                        Devoteam was at the same time looking for a partner with a similar vision and team culture in order
                                                                                 to complete the build out of its European technology services footprint

                                                                                Danet‘s strong German sales and marketing channels will be a good addition to Devoteam‘s
                                                                                 worldwide services network, enabling both companies to achieve broader and deeper penetration of
                                                                                 the European telecommunications and public sector markets in particular

            has been acquired by
                                                                                Arma Partners ran a full process, contacting European, Indian and US strategic partners as well as
                                                                                 private equity firms
                                                       Contribution / impact




                                                                                Arma Partners worked intimately with management in order to fully understand the business and
                                                                                 carefully accentuate the strengths of the valuation story against the backdrop of an increasingly
                                                                                 challenging economic outlook
   Arma Partners acted as the exclusive
                                                                                Arma Partners ran a strategic valuation defence that resulted in an optimal exit valuation placing
     financial advisor to Danet Group                                            Danet at a premium of 70% to its trading comparable market value

                                                                                As a result of the transaction, Danet found a strong platform to leverage its expertise across Europe
                                                                                 in addition to having the scale to tackle the volume of opportunities within its reach



                                                                                                                                                                                         42
Case study: Wayfinder Systems acquired by
Vodafone
              Transaction highlights                                                           Acquirer profile                                        Target profile

  Consideration: $30 million                                                     Vodafone (LSE: VOD) is a major provider of           Provider of mapping, navigation and location-
                                                                                   voice and data communication services to              based services for connected mobile devices
  Offer: All-cash, SEK 12 per share (253% premium to                              consumers and enterprise customers globally           in Europe and North America
   previous close)                                                                                                                      Wayfinder provides content services such as
                                                                                  As of 31st December 2008, the Group had 289           digital city guides, traffic information, weather
  Key metrics: 2.4x LTM service revenue                                           million customers. The company recorded               forecast, etc.
                                                                                   revenue of £35.5bn in 2008
  Engagement type: Public sell-side                                                                                                    Wayfinder had developed both an LBS
                                                                                  The group has global operations spanning              platform and LBS applications
  Sector: Mobility software                                                       Europe, the Middle East, Africa, Asia Pacific,       Wayfinder reported revenues of c. €12.2m in
                                                                                   the US, and the UK. It is headquartered in            2007 (2006: €3.1m). The company employs c.
  Arma role: Exclusive financial advisor to Wayfinder                             Berkshire, UK and employs 72,000 people               105 people
   Systems AB


                                                                                  Vodafone‘s new Internet Services Group believes LBS services will generate significant additional
              December 9, 2008
                                                                                   data ARPU, to offset declining voice ARPU. In addition, LBS-based social networking services will
                                                         Deal rationale            reduce churn among the subscriber base
             $30,000,000                                                          Vodafone will use Wayfinder to create new proprietary LBS services for global deployment to
                                                                                   Vodafone operating companies

                                                                                  Wayfinder was Vodafone‘s preferred acquisition candidate for its scalable and fully integrated
                                                                                   platform and applications

                                                                                  Over time applications and services developed in-house will replace third-party solutions
             has been acquired by

                                                                                  Arma Partners was engaged to manage a sell-side process for publicly listed Wayfinder Systems.
                                                         Contribution / impact




                                                                                   There were no information leaks over the five month process

                                                                                  Arma Partners helped to successfully maximise shareholder value with an exit value of 2.4x LTM
                                                                                   service revenue. During the sale process the NASDAQ index dropped 30%
 Arma Partners acted as exclusive financial
    advisor to Wayfinder Systems AB                                               The SEK 12.00 offer price represented a 253% premium over Wayfinder‘s closing share price of
                                                                                   SEK 3.40 as of 8 December 2008, the last trading day prior to the announcement of the offer. This
                                                                                   was the highest premium announced in the European technology sector in 2008




                                                                                                                                                                                             43
Case study: Micro Focus acquires Relativity

              Transaction highlights                                                             Acquirer profile                                         Target profile

  Consideration: Undisclosed                                                       With over 15,000 customers and one million            Relativity Technologies, Inc. (―Relativity‖) is a
                                                                                     licensed users, Micro Focus International plc          leader in Application Modernisation and
  Offer: All-cash                                                                   (LSE: MCRO) (―Micro Focus‖), a UK-based                Application Portfolio Management software
                                                                                     company, provides innovative software that
                                                                                                                                           With over 400 customers, Relativity‘s
  Key metrics: Undisclosed                                                          helps companies to improve the business
                                                                                                                                            solutions increase the business value of
                                                                                     value of their enterprise applications
                                                                                                                                            existing applications for customers in a host of
  Engagement type: Public buy-side
                                                                                                                                            sectors including financial services, health
                                                                                    Micro Focus‘s Application Modernisation
                                                                                                                                            care, insurance and the public sector
  Sector: Enterprise software                                                       solutions are employed by more than 70 of
                                                                                     the Fortune Global 100 companies                      Founded in 1997, Relativity is based in
  Arma role: Exclusive financial advisor to Micro Focus                                                                                    Raleigh, NC and employs approximately 90
   Intl. plc                                                                        Micro Focus employs approximately 600 staff            staff




              December 8, 2008                                                      Relativity represents Micro Focus‘s fifth acquisition since 2006 and builds on the NetManage
                                                           Deal rationale            (NASDAQ:NETM) and Hal Knowledge Solutions acquisitions, thereby enhancing Micro Focus‘s
                                                                                     leading position in the highly fragmented Application Modernisation market
             Undisclosed
                                                                                    The transaction further strengthens Micro Focus‘s presence in the US market while at the same time
                                                                                     leverages Micro Focus‘ extensive global sales platform to generate additional sales of Relativity
                                                                                     products

                                                                                    The Board of Micro Focus believes that the acquisition will be earnings enhancing in the fiscal year
                                                                                     ending 30 April 2009

                     has acquired
                                                                                    Arma Partners has a long-standing relationship with Micro Focus, having previously advised on their
                                                                                     successful acquisition of NetManage in May 2008
                                                           Contribution / impact




                                                                                    Relativity had been on Micro Focus‘s radar screen for some time, however Arma‘s insightful
                                                                                     guidance on deal timing saved Micro Focus several million dollars in consideration by fully
                                                                                     capitalizing on the depressed pricing environment
 Arma Partners acted as financial advisor to                                        As a result, Micro Focus acquired a high quality team, industry leading products and a strong
      Micro Focus International plc                                                  customer base (particularly in the financial services vertical) at a very attractive valuation

                                                                                    Industry observers have yet again applauded Micro Focus‘s ―smart‖ acquisition strategy,
                                                                                     management execution and success, which are reflected in Micro Focus‘s stock price – rising 24%
                                                                                     in the last 6 months compared to the 15% decrease in the FTSE TechMARK All-Share index during
                                                                                     the same period


                                                                                                                                                                                                44
Case study: SPI Lasers acquired by TRUMPF

              Transaction highlights                                                   Acquirer profile                                        Target profile

  Consideration: $50 million                                             Leading provider of production technology             Leading designer and manufacturer of optical
                                                                           offering high-quality laser-based products and         fiber-based lasers for use in materials
  Offer: All-cash                                                         solutions for materials processing applications        processing applications

  Key metrics: 2.1x historic revenue                                     Operates three business divisions: Machine            Headquartered in Southampton, UK, SPI
                                                                           tools / Power tools, Laser Technology /                Lasers was admitted to trading on AIM on 26
  Engagement type: Public sell-side                                       Electronics and Medical Technology                     October 2005

  Sector: Optics                                                         Family owned company with more than 50                For the financial year ended 31 December
                                                                           subsidiaries in over 26 countries worldwide            2007, SPI Lasers reported revenues of c.
  Arma role: Rule 3 advisor to SPI Lasers plc                                                                                    £13.0m (2006: £7.1m)
                                                                          For the year ended 30 June 2008, TRUMPF
                                                                           reported group revenue of €2.14bn                     Employs c. 170 people

                                                                          TRUMPF intends to accelerate the growth of SPI Lasers, which will become a base for further
               September 9, 2008                                           development of its business in the field of fiber lasers
                                                 Deal rationale           The broad product portfolio of SPI Lasers in the fiber laser segment complements TRUMPF‘s
              $50,000,000                                                  existing product and technology platforms and creates a stronger combined industrial laser offering

                                                                          SPI Lasers‘ strong existing sales and marketing channels will be a good addition to TRUMPF‘s
                                                                           worldwide distribution network, enabling both companies to achieve broader and deeper penetration
                                                                           of industrial laser markets

                                                                          The offer price represented a premium of c. 33% to the SPI closing price on the day prior to the
                                                                           announcement, and a premium of c. 29% to the average closing price for the six month period prior
                                                                           to the announcement
             has been acquired by
                                                                          Arma Partners was engaged to manage a sell-side process for the publicly listed SPI Lasers. There
                                                 Contribution / impact




                                                                           were no information leaks or substantial share price movements over a more than 6 month process
                                                                          Arma Partners organised a comprehensive due diligence process to address buyer concerns arising
                                                                           from the Company‘s well-publicised operational and financial difficulties in the prior year. The final
                                                                           valuation was based on the Company‘s strong technology and long term vision rather than past
  Arma Partners acted as Rule 3 advisor to                                 performance issues
             SPI Lasers plc                                               Arma Partners worked with the board and management in amending the terms of management‘s exit
                                                                           incentive scheme so as to deliver greater value to management for their exceptional contribution to
                                                                           the success of the transaction
                                                                          Arma Partners helped to successfully maximise shareholder value with an exit value of 2.1x trailing
                                                                           revenue. Shareholders fully supported the Offer, with 98.5% acceptances at the first closing date


                                                                                                                                                                                    45
Case study: Anite Public Sector acquired by
Northgate
              Transaction highlights                                                           Acquirer profile                                          Target profile

  Consideration: $108 million                                                    Northgate Information Solutions (wholly                Anite‘s Public Sector business comprises two
                                                                                   owned by Kohlberg Kravis Roberts &                      separate divisions: local government and SIS
                                                                                   Co) provides specialist software, outsourcing          The local government unit is a market leader
  Offer: All-cash                                                                 and information technology services to the              in providing solutions to certain areas of the
                                                                                   local government and public safety markets              UK local government, such as document
  Engagement type: Public sell-side (divisional sale)                            Northgate has approximately 4,500 large /               management and social care. Its customer
                                                                                   medium customers and approximately 10,500               base includes 70% of UK local authorities
  Sector: Public sector IT software and services                                  small / medium enterprise customers                    The SIS unit is a supplier of secure
                                                                                   worldwide                                               information solutions to the police, home
                                                                                  Headquartered in the UK, Northgate employs              affairs, criminal justice and defence markets in
  Arma role: Exclusive financial advisor to Anite plc                                                                                     the UK
                                                                                   over 6,000 staff and operates in 46 countries
                                                                                   across 5 continents                                    Anite Public Sector employs around 610 staff


                                                                                  The sale of Anite Public Sector marks another phase in Anite‘s transformation to become the leading
                August 1, 2008                                                     supplier of industry specific IT solutions in the wireless and travel sectors
                                                         Deal rationale           The disposal will provide liquidity to help fund some of the growth opportunities that Anite plc
             $108,000,000                                                          currently sees in its core markets

                                                                                  The deal is part of KKR‘s roll-up strategy, aimed at positioning Northgate as the leading solutions
                                                                                   provider to the UK public sector market

                                                                                  The acquisition enables Northgate to deliver enhanced services to its local government clients and
                                                                                   become the undisputed leading solutions provider in the revenue and benefits, housing, social care
                                                                                   and document management markets
            has been acquired by

                                                                                  Arma Partners has a long-standing relationship with Anite plc; the disposal of Anite Public Sector is
                                                                                   the fourth transaction on which Arma has acted as its exclusive financial advisor
                                                         Contribution / impact




                                                                                  Arma Partners‘ ran a full process, contacting European and US strategic partners as well as private
                                                                                   equity firms

 Arma Partners acted as exclusive financial                                       Arma Partners spent time with the management teams of both divisions in order to fully understand
           advisor to Anite plc                                                    the business and carefully position each division against a backdrop of a checkered past

                                                                                  Despite the difficult market conditions, Arma Partners helped to maximise the value of the business,
                                                                                   with proceeds to Anite being significantly above a recent sum of the parts valuation of the business
                                                                                   by one of Anite‘s brokers



                                                                                                                                                                                              46
Case study: Micro Focus acquires NetManage

              Transaction highlights                                                             Acquirer profile                                         Target profile

  Consideration: $73 million                                                       With over 15,000 customers and one million            NetManage, Inc. (NASDAQ: NETM)
                                                                                     licensed users, Micro Focus International plc          (―NetManage‖) is a software company that
  Offer: Acquisition of all outstanding common stock for                            (LSE: MCRO) (―Micro Focus‖), a UK-based                provides the fastest way to transform legacy
   $7.20 per share                                                                   company, provides innovative software that             applications into new Web-based business
                                                                                     helps companies to improve the business                solutions
  Key metrics: 1.3x historic revenue, 2.1x historic                                 value of their enterprise applications
   maintenance revenue                                                                                                                     The company‘s products allow customers to
  Engagement type: Public buy-side                                                 Micro Focus‘s Application Modernisation                access and leverage applications and data on
                                                                                     solutions are employed by more than 70 of              a number of platforms including IBM-
  Sector: Enterprise software                                                       the Fortune Global 100 companies                       compatible mainframe computers, SAP,
                                                                                                                                            Oracle, UNIX, and Microsoft-based servers
  Arma role: Exclusive financial advisor to Micro Focus                            Micro Focus employs 550 staff
   International plc                                                                                                                       NetManage employs 215 staff



                  May 1, 2008
                                                                                    NetManage will enhance Micro Focus‘s product portfolio and increase its footprint in the highly
                                                           Deal rationale            fragmented application modernisation market by providing additional scale for its development tools
              $73,000,000                                                            business

                                                                                    The transaction will add incremental geographical presence in the important US market while also
                                                                                     providing a platform to drive further European adoption of NetManage‘s solution offering

                                                                                    The acquisition is also earnings enhancing due to synergies from cost rationalisation, listing and
                                                                                     compliance costs and back office overheads


                 has acquired

                                                                                    Arma Partners has a long-standing relationship with Micro Focus and was retained on this buy-side
                                                           Contribution / impact




                                                                                     engagement after consistent positive contributions during strategic target search activities

                                                                                    Arma Partners‘ careful and balanced negotiation, bidding and timely responses were critical to
                                                                                     secure the NetManage transaction at an attractive price on the back of a failed bid by Rocket
 Arma Partners acted as financial advisor to                                         Software
      Micro Focus International plc
                                                                                    The transaction has been widely applauded by industry observers as Micro Focus‘s management
                                                                                     has demonstrated its ability to pursue accretive acquisitions and deliver strong growth and
                                                                                     profitability in a difficult market environment – the stock price has increased by c. 50% over six
                                                                                     months since this acquisition



                                                                                                                                                                                           47
Case study: freenet AG acquires debitel Group

              Transaction highlights                                                            Acquirer profile                                        Target profile

  Consideration: €1.63 billion                                                    With c. 11.7 million customers, freenet AG is         With c. 13.2 million customers, debitel Group
                                                                                    one of Germany‘s leading telecommunications            is the leading MSP in Germany and the third
  Offer: Issuance of 32 million new freenet shares to the                          groups offering customers internet access              largest overall mobile provider
   vendor, issuance of a €132.5m vendor loan, and                                   (broadband & narrowband), fixed and mobile
   assumption of debitel‘s €1,135m banking facilities                               telephony, web hosting and portal services            Together with its affiliated companies debitel
                                                                                                                                           Group has developed a Germany-wide
  Key metrics: 6.4x EV / EBITDA (pro forma historical)                            freenet‘s mobilcom subsidiary is the #2 MSP            distribution network with more than 6,000
                                                                                    in Germany with 5.7m subscribers and a                 points of sale as well as over 500 of its own
  Engagement type: Public buy-side                                                 broad offering of prepaid, postpaid and no             shops
                                                                                    frills mobile phone packages
  Sector: Mobile services provider (MSP)                                                                                                 debitel Group is controlled by Permira
                                                                                   freenet AG employs c. 3,800 staff                      managed funds
  Arma role: Financial advisor to freenet AG

                                                                                   The transaction marks a significant step in the long awaited consolidation of the German telecoms
                 April 27, 2008                                                     market and gives freenet a leading market position from which to participate further
                                                          Deal rationale           The acquisition creates a German telecoms market leader with c. €5bn revenues, an adjusted
           €1,628,000,000                                                           EBITDA of c. €350m, and an extensive customer base of c. 19m subscribers

                                                                                   The transaction positions freenet as the # 3 mobile player in the German market

                                                                                   With c. 1,015 shops post transaction, freenet becomes one the largest network-independent
                                                                                    distributors of telecoms products in Germany, able to sell multiple brands

                                                                                   Substantial synergies are expected to be achieved from the integration of debitel and mobilcom,
                                                                                    leading to significant EPS accretion
                 has acquired
                                                                                   Arma Partners has a longstanding relationship with freenet AG and has previously advised freenet
                                                                                    on their acquisition of Tiscali‘s broadband and narrowband customers in Germany
                                                          Contribution / impact




                                                                                   Arma Partners acted as lead advisor in the M&A portion of this transaction, driving the negotiation
                                                                                    process, due diligence and the positioning of the equity story

 Arma Partners acted as financial advisor to                                       Arma Partners helped to prepare the press release, the equity analyst presentation, and the investor
               freenet AG                                                           Q&A, which were key considering the complex freenet shareholder structure

                                                                                   Arma Partners was also appointed by the supervisory board of freenet AG to provide an
                                                                                    independent fairness opinion on its acquisition of debitel Group




                                                                                                                                                                                            48
Case study: Cape Clear acquired by Workday

              Transaction highlights                                                           Acquirer profile                                        Target profile

  Consideration: Undisclosed                                                      Workday was founded in 2005 by Dave                  Cape Clear is widely recognised as the
                                                                                    Duffield, former PeopleSoft founder and CEO,          market-leading independent Enterprise
  Offer: Undisclosed                                                               to deliver the next generation of on-demand           Service Bus (―ESB‖) vendor
                                                                                    enterprise business solutions
  Key metrics: Undisclosed                                                                                                              Since its inception in 1999 by former IONA
                                                                                   Positioned as the on-demand alternative to            Founders and executives, Cape Clear has
  Engagement type: Private sell-side                                               ERP systems, Workday‘s products span                  developed unique capabilities around multi-
                                                                                    Human Capital Management, Financial                   tenanted, multi-channel ―on-demand
  Sector: Infrastructure software / SaaS                                           Management, Resource Management and                   integration‖ deployments
                                                                                    Revenue Management
  Arma role: Exclusive financial advisor to Cape Clear                                                                                  Cape Clear was backed by Accel, Greylock,
   Software Inc.                                                                   Workday employs c. 200 staff                          ACT Ventures and Interwest


                                                                                   Nearly 100% of Workday deployments were enabled through Cape Clear‘s ESB, making Cape
              February 6, 2008                                                      Clear‘s on-demand integration capabilities core to Workday‘s go-forward strategy
                                                          Deal rationale           The acquisition enabled Workday to solve the single biggest hurdle to their growth ambitions by
             Undisclosed                                                            successfully addressing their customers‘ integration challenges between Workday‘s on-demand
                                                                                    solutions and the existing on-premise IT ecosystem. This has acted as a key differentiator for
                                                                                    Workday vis-à-vis other on-demand application software providers

                                                                                   The Cape Clear product also helps Workday effectively and profitably monetize the integration
                                                                                    spend and capture a larger share of customer spending during new on-demand deployments



             has been acquired by
                                                                                   Cape Clear had received inbound expressions of interest due to its unique position as the leading
                                                                                    independent provider of ESB technology and also an early pioneer of on-demand integration
                                                          Contribution / impact




                                                                                    technology

                                                                                   Arma Partners was brought in to manage a focused process involving a handful of buyers with
                                                                                    minimal disruption to the core business
 Arma Partners acted as exclusive financial
   advisor to Cape Clear Software Inc.                                             The key challenge in the process was positioning Cape Clear‘s value proposition uniquely for each
                                                                                    of the potential buyers and maximizing valuation based on the individual strategic fit




                                                                                                                                                                                        49
Case study: Odyssey acquires Xeye

              Transaction highlights                                                         Acquirer profile                                           Target profile

  Consideration: Undisclosed                                                   Leading provider of wealth and asset                    Xeye is a provider of advanced solutions to
                                                                                 management software solutions to financial               top wealth management institutions in the
  Offer: Undisclosed                                                            institutions                                             North American market

  Key metrics: Undisclosed                                                     Key customers include ABN Amro, Barclays,               Xeye's clients range from wealth managers,
                                                                                 Deutsche Bank, Dresdner and UBS                          private banks and trusts to financial planners
  Engagement type: Private buy-side                                                                                                      and broker dealers
                                                                                Odyssey is privately owned by management
  Sector: Financial software                                                    and venture capital investors                           Xeye's core solution, WealthManager, is an
                                                                                                                                          enterprise-grade, full Java Oracle SOA
  Arma role: Exclusive financial advisor to Odyssey                            The company was founded in 1995 and is                   platform for the front-end wealth management
   Financial Technologies S.A.                                                   based in Luxembourg                                      market, with a strong position in the CRM /
                                                                                                                                          advisory retail brokerage arena

                                                                                The combination expands Odyssey wealth-asset management platform and creates a sizeable North
              January 23, 2008                                                   American operation, whilst Odyssey accelerates Xeye‘s entry into global markets
                                                       Deal rationale           The acquisition enlarges Odyssey‘s CRM and advisory offer for the wealth management industry;
            Undisclosed                                                          Xeye‘s platform complements Odyssey‘s strengths in the HNWI / private banking domain

                                                                                Xeye‘s acquisition is in-line with Odyssey‘s objective of being the leading global provider of the
                                                                                 wealth and asset management integrated front-office application desktop

                                                                                Xeye‘s customers will also be able to take advantage of a wider range of investment management
                                                                                 components including workflow integration and reference data management

                 has acquired
                                                                                Arma Partners was engaged by the Board of Odyssey to help them identify which of three short-
                                                                                 listed acquisition targets the company should engage with
                                                       Contribution / impact




                                                                                In conjunction with Arma, Odyssey identified a list of detailed acquisition criteria (the ―acquisition
                                                                                 matrix‖) to evaluate the attractiveness of each acquisition target

   Arma Partners acted as the exclusive                                         Arma negotiated upfront a detailed term sheet for the acquisition of Xeye by Odyssey, upon which
   financial advisor to Odyssey Financial                                        Odyssey was granted exclusivity to pursue a transaction on the agreed terms
              Technologies S.A.
                                                                                Arma participated actively in the process from coordinating due diligence to assisting in the
                                                                                 negotiation of the deal documentation




                                                                                                                                                                                           50
Case study: GloNav acquired by NXP
Semiconductors
              Transaction highlights                                                             Acquirer profile                                         Target profile

  Consideration: $110 million                                                      NXP Semiconductors is a top 10                        GloNav is a leading fabless semiconductor
                                                                                     semiconductor company                                  company developing GPS and other satellite
  Offer: All-cash including up to $25m in cash earn-out                                                                                    navigation technologies and products
                                                                                    NXP was founded by Philips Electronics 50
  Key metrics: Undisclosed                                                          years ago and spun off as a separate                  Solutions enable high quality location
                                                                                     business in 2006. NXP is owned by a private            functionality to be built into mobile phones and
  Engagement type: Private sell-side                                                equity consortium including KKR, Bain                  portable devices, including PDAs, digital
                                                                                     Capital, Apax, Silver Lake and AlpInvest               cameras and music players
  Sector: Semiconductors
                                                                                    NXP has a diverse revenue base with heavy             GloNav was spun out of Ceva (NASD:CEVA)
  Arma role: Exclusive financial advisor to GloNav Inc                              focus on the consumer and wireless areas
                                                                                                                                           GloNav was backed by Atlantic Bridge
                                                                                                                                            Ventures

                                                                                    NXP believes GPS has the opportunity to reach the penetration levels of FM Radio and Bluetooth in
              December 21, 2007                                                      wireless handsets and as part of its strategy to focus on wireless connectivity it has brought the
                                                                                     technology in-house
                                                           Deal rationale
            $110,000,000                                                            NXP will initially sell GloNav‘s solution on a standalone basis at the 90nm node but over time will
                                                                                     migrate the solution into a combined ―connectivity chip‖ at the 45nm node

                                                                                    Long term the potential exists to integrate the GloNav GPS technology into the wireless baseband

                                                                                    GloNav‘s strong IP position fits into NXP‘s heritage as an IP focused company

                                                                                    NXP‘s large Tier 1 customer base significantly expands the potential market for GloNav
             has been acquired by
                                                                                    Arma Partners has been active in the wireless handset market and maintains relationships with the
                                                                                     majority of the key buyers
                                                           Contribution / impact




                                                                                    After the CSR-NordNav deal a wave of consolidation began in the GPS IC market. GloNav was
                                                                                     approached by an IDM and at this stage Arma was brought to explore whether an attractive
                                                                                     valuation could be achieved despite GloNav only being at ―product tape-out‖ stage
 Arma Partners acted as exclusive financial
          advisor to GloNav Inc                                                     Together with the management team and investors Arma designed an accelerated process involving
                                                                                     the major integrators in the space

                                                                                    Arma was able to successfully create a competitive process which led to a strategic valuation being
                                                                                     paid for an early stage company



                                                                                                                                                                                               51
Case study: Fidessa acquires LatentZero

              Transaction highlights                                                         Acquirer profile                                          Target profile

  Consideration: $124 million                                                  Founded in 1981, royalblue group plc (LSE:             Formed in 1999, LatentZero supplies front-
                                                                                 RYB), provider of Fidessa, posted revenues of           office software to the asset management
  Offer: All-cash                                                               £94.6m in 2006 and employs c. 850 people                industry, counting 9 of the world‘s largest
                                                                                                                                         asset management firms amongst its 75
  Key metrics: 3.6x historic revenue                                           Fidessa provides trading functionality, market          clients
                                                                                 coverage, order management and execution
  Engagement type: Public buy-side                                              capabilities to buy- and sell-side communities         LatentZero‘s Capstone product is used by c.
                                                                                                                                         4,000 portfolio managers, traders and
  Sector: Financial technology                                                 Headquartered in London with offices in New             compliance officers who rely on Capstone to
                                                                                 York, Tokyo, Hong Kong, Paris and Toronto,              manage assets in excess of $8 trillion
  Arma role: Exclusive financial advisor to Fidessa                             Fidessa serves over 10,000 users, and is
   (formerly royalblue group plc)                                                used by over 85% of global, tier-one equity            With offices in London, Boston, New York and
                                                                                 brokers around the world                                Paris, LatentZero employs around 170 staff

                                                                                The acquisition provides integration of multi-asset buy-side and sell-side trading flows on a
                 April 16, 2007                                                  significant scale
                                                       Deal rationale           With the buy-side increasingly requiring sell-side style trading tools integrated into their investment
            $124,000,000                                                         and order management processes and the sell-side striving to deliver enhanced execution solutions,
                                                                                 both Fidessa and LatentZero will be able to leverage the other‘s services within their own customer
                                                                                 base

                                                                                This transaction will enable LatentZero to accelerate its strategy of delivering connectivity services,
                                                                                 market data and analytics to its customers as well as expanding its geographic reach, scale and
                                                                                 support services

                 has acquired
                                                                                Arma Partners was engaged by the Board of Fidessa to help negotiate a transaction and coordinate
                                                                                 the due diligence process
                                                       Contribution / impact




                                                                                A detailed term sheet was negotiated upfront which facilitated discussions later in the process

                                                                                Due diligence involved both internal and external parties and needed to be carefully coordinated
 Arma Partners acted as exclusive financial
      advisor to royalblue group plc




                                                                                                                                                                                           52
Case study: Software AG acquires webMethods

              Transaction highlights                                                         Acquirer profile                                        Target profile

  Consideration: $546 million                                                  Software AG (Frankfurt: SOW.GR): a global             webMethods (NASDAQ: WEBM): a leading
                                                                                 leader in mission-critical software                    provider of business integration and
  Offer: All-cash, $9.15 per share (26% premium to                              infrastructure solutions based on open                 optimization software, targeting Global 2000
   previous close)                                                               standards, with revenues of €483m in 2006              customers and major government agencies
                                                                                 and a stated goal of exceeding €1bn in
  Key metrics: 2.0x historic revenue                                            revenues by 2011                                      Founded in 1996 and listed on NASDAQ,
                                                                                                                                        webMethods had revenues of $209m in 2006,
  Engagement type: Public buy-side                                             Listed on the Frankfurt Stock Exchange,                employing over 800 staff and supporting
                                                                                 Software AG has more than 35 years of global           1,500 customers worldwide
  Sector: Infrastructure software                                               IT experience and had over 2,600 employees
                                                                                 serving customers in 70 countries prior to this       Forrester had rated webMethods‘ integration-
  Arma role: Exclusive financial advisor to Software AG                         acquisition                                            centric BPM product as a ―Leader‖


                                                                                By creating an industry-leading Service Oriented Architecture (SOA) and Business Process
                                                                                 Management (BPM) product portfolio with unmatched depth and breadth, this sector-changing
                 April 5, 2007
                                                                                 acquisition propelled the combined company into the top three integration-related software providers
                                                       Deal rationale            worldwide
            $546,000,000                                                        The complementary nature of the product portfolio, customer base, geographic reach and vertical-
                                                                                 specific expertise, coupled with Software AG‘s aggressive growth plans, made this a truly
                                                                                 transformational acquisition for Software AG

                                                                                For webMethods, this transaction provided significant scale and the backing of a large, financially
                                                                                 stable software house, enabling them to focus on driving further market leadership in their
                                                                                 integration-centric BPM product line by leveraging the combined sales force and system
                                                                                 integrator/reseller relationships
                 has acquired
                                                                                Arma Partners has a long-standing relationship with Software AG and was retained to run this
                                                                                 process after positive contributions during previous strategic target search exercises
                                                       Contribution / impact




                                                                                Through careful negotiation and bidding tactics, Arma Partners struck a fine balance to ensure that
                                                                                 Software AG‘s bid was superior to others from several interested strategic buyers, yet at the same
                                                                                 time ensured significant EPS accretion for the combined company
 Arma Partners acted as exclusive financial
         advisor to Software AG                                                 The transaction has been widely applauded by industry observers, Software AG‘s stock price rose
                                                                                 8% on the day of announcement (creating over $200m of immediate shareholder value), and the
                                                                                 acquisition was described by the 451 Group as ―the largest and arguably most significant deal yet
                                                                                 across the whole SOA landscape‖

                                                                                The deal took less than two months from engagement to announcement date


                                                                                                                                                                                        53
Case study: freenet.de AG acquires Tiscali
Germany
              Transaction highlights                                                            Acquirer profile                                            Target profile

  Consideration: $39 million                                                      As an Internet service provider, freenet.de AG          Tiscali S.p.A (BIT: TIS) is a leading provider of
                                                                                    (FRA: FNT) offers narrowband Internet                    Internet and VoIP access and telephone
  Offer: All-cash                                                                  access, as well as broadband access. The                 services to German consumers and
                                                                                    Company's B2B segment offers a range of                  businesses
  Key metrics: 0.7x historic revenue                                               value-added services and develops
                                                                                    communications solutions for business                   The company also provides Web hosting,
  Engagement type: Public buy-side                                                 customers. Its services include Voice over               Web development and marketing services
                                                                                    Internet Protocol (VoIP), e-commerce and
  Sector: Internet services                                                        hosting                                                 Tiscali has c. 380,000 active customers in
                                                                                                                                             Germany, of which approximately one third
  Arma role: Exclusive financial advisor to freenet.de                            Headquartered in Germany, freenet AG has                 are broadband customers
   AG                                                                               nearly 4,000 employees and had revenues of
                                                                                    €2,057m in FY2006

                                                                                   This acquisition reinforced freenet's position as one of the largest competitive internet access
               January 31, 2007                                                     providers, particularly in DSL
                                                          Deal rationale           Tiscali‘s large number of narrowband as well as broadband subscribers fitted well with freenet‘s
              $39,000,000                                                           existing customer base

                                                                                   Tiscali did not have the scale or critical mass to continue to compete in Germany, as intensive
                                                                                    competition took hold of the market

                                                                                   This acquisition is inline with Tiscali‘s strategy of refocusing its operations and financial resources in
                                                                                    markets with the highest potential for value creation, notably Italy and the UK

 has acquired the German B2C broadband
  and narrowband customer contracts of
                                                                                   Arma Partners worked closely with freenet throughout the transaction; from the identification of the
                                                                                    opportunity, through to the closing, working through all the facets of what was a relatively complex
                                                          Contribution / impact




                                                                                    transaction



 Arma Partners acted as exclusive financial
        advisor to freenet.de AG




                                                                                                                                                                                                 54
Case study: NordNav acquired by CSR

              Transaction highlights                                                             Acquirer profile                                           Target profile

  Consideration: $75 million                                                       CSR (LSE: CSR) is a leading semiconductor               NordNav is a European company that
                                                                                     company                                                  develops and licenses satellite navigation
  Offer: All-cash including up to $35m in cash earn-out                                                                                      receivers for GPS for the mobile and defence
                                                                                    CSR‘s BlueCore features in over 60% of all               industries
  Key metrics: c. 75x historic revenue                                              qualified Bluetooth enabled products with
                                                                                     industry leaders including Apple, Dell, IBM,            Solutions enable high quality location
  Engagement type: Private sell-side                                                Motorola, NEC, Nokia, Panasonic, Sharp,                  functionality to be built into mobile phones and
                                                                                     Sony and Toshiba                                         portable devices, including PDAs, digital
  Sector: Semiconductors                                                                                                                     cameras and music players
                                                                                    CSR is headquartered in the UK, with offices
  Arma role: Exclusive financial advisor to NordNav                                 in Japan, China, India, France, Denmark,                NordNav‘s software defined radio technology
   Technologies                                                                      Sweden and the US                                        runs on a host processor and enables industry
                                                                                                                                              leaders TTFF and sensitivity

                                                                                    The acquisition will allow CSR to provide a software-based high performance Global Positioning
               January 12, 2007                                                      System suitable for mass-market mobile handsets, Personal Navigation Devices, PCs and other
                                                                                     portable devices for an incremental price that falls to less than $1 of the overall bill of materials when
                                                           Deal rationale            used with CSR‘s Bluetooth
             $75,000,000                                                            CSR can leverage its strong Bluetooth customer base to bring the NordNav solution to a wide
                                                                                     community of customers

                                                                                    GPS functionality will help distinguish CSR‘s combined connectivity offering in a very competitive
                                                                                     market

                                                                                    As well as bringing a significant new product offering, the acquisition will provide CSR with additional
                                                                                     research and development engineering talent
            has been acquired by
                                                                                    NordNav was only at the stage of R&D revenue, but in a very attractive market
                                                           Contribution / impact




                                                                                    Arma Partners worked with the team to emphasise the synergies NordNav could bring to CSR which
                                                                                     would justify a ―strategic price‖

                                                                                    Arma Partners was able to focus efforts on an accelerated process that led to the deal closing less
 Arma Partners acted as exclusive financial                                          than 4 months after the engagement began
   advisor to NordNav Technologies AB




                                                                                                                                                                                                  55
Case study: Nemo acquired by Anite

              Transaction highlights                                                            Acquirer profile                                          Target profile

  Consideration: $124 million                                                     Anite (LSE: AIE) is an international IT                Nemo Technologies is the Network Test
                                                                                    company which provides software, systems                business of Helsinki-listed Elektrobit (HEL:
  Offer: All-cash, including up to $15m in earnout                                 integration, consultancy and managed                    EBG1V)
                                                                                    services to the travel, telecoms, finance and
  Key metrics: 4.3x historic revenue                                               public sector markets                                  Nemo develops, produces and sells software-
                                                                                                                                            based testing and monitoring solutions for the
  Engagement type: Public sell-side (divisional sale)                             The company offers complete services                    measurement and analysis of the quality of air
                                                                                    including implementation, systems integration,          interface between mobile terminals and radio
  Sector: Telecom software                                                         maintenance and managed services                        access infrastructure

  Arma role: Exclusive financial advisor to Elektrobit                            Headquartered in the UK, the Group employs             Nemo employs 61 people in Finland, USA and
   Group plc                                                                        around 1,300 staff in ten countries across              Asia
                                                                                    Europe, America, and Asia Pacific

                                                                                   The disposal of Nemo enables Elektrobit to focus on its core activities of R&D services for the
              November 3, 2006                                                      automotive and smartphone markets
                                                          Deal rationale           The acquisition of Nemo will strengthen Anite's position in the wireless testing solutions sector,
             $124,000,000                                                           helping the company to expand its geographical coverage, increase customer penetration and out its
                                                                                    telecoms testing offerings at the core of its business

                                                                                   The acquisition is expected to be accretive to Anite during its first full year of ownership (FY2008)

               a business unit of




                                                                                   Arma Partners was engaged by Elektrobit to dispose of its Nemo Technology division and ran a
            has been acquired by                                                    restricted auction amongst likely industrial and private equity buyers
                                                          Contribution / impact




                                                                                   Arma Partners introduced Anite to Nemo as part of this process

                                                                                   Arma helped to maximise value for the business with an exit multiple of 4.3x historic revenue – the
 Arma Partners acted as exclusive financial                                         highest exit multiple ever in the sector
      advisor to Electrobit Group plc
                                                                                   The share prices of both Elektrobit and Anite rose on announcement




                                                                                                                                                                                             56
Case study: IGEFI’s recapitalisation by Summit
Partners
              Transaction highlights                                                           Acquirer profile                                          Target profile

  Consideration: Undisclosed                                                     Summit Partners is a private equity and                Founded in 1995, IGEFI is one of the world‘s
                                                                                   venture capital firm with offices in Boston,            leading software providers in the investment
  Offer: Undisclosed                                                              Palo Alto, and London                                   funds industry

  Key metrics: Undisclosed                                                       Formed in 1984, the firm has raised nearly $9          Built on the latest technology, IGEFI‘s
                                                                                   billion in capital in its private equity, venture       industry-leading products, MultiFonds Fund
  Engagement type: Private sell-side (partial recap)                              capital, and subordinated debt funds                    Accounting and Transfer Agent, boast
                                                                                                                                           unparalleled functionality and scalability
  Sector: Financial technology                                                   Summit has provided financing to more than
                                                                                   280 companies, which have completed more               Headquartered in Luxembourg, the company
  Arma role: Exclusive financial advisor to IGEFI S.à.r.l                         than 100 public offerings, and in excess of             today supports a blue-chip client base from its
                                                                                   100 strategic mergers or sales                          20 global offices and employs more than 140
                                                                                                                                           professionals worldwide

                                                                                  The transaction is part of Summit Partners' strategy to invest in growing, profitable software
                 June 9, 2006                                                      companies with a strong market position
                                                         Deal rationale           The investment completes a partial recapitalisation that will position the company for the next stage
             Undisclosed                                                           in its growth, further improve its service to customers, and help execute its global expansion strategy




 recapitalisation with equity investment by
                                                                                  Arma Partners was engaged by the shareholders of IGEFI to evaluate the company's strategic
                                                                                   options
                                                         Contribution / impact




                                                                                  Arma Partners worked closely with the shareholders to define a list of investment criteria and agree
                                                                                   on the optimal transaction structure to maximise value using both debt and equity financings

 Arma Partners acted as exclusive financial                                       A highly focused approach, emphasising both the tangible and non-tangible aspects of the
          advisor to IGEFI S.à.r.l                                                 transaction, was put in place enabling shareholders to evaluate their alternatives

                                                                                  All of the key points of the transaction were negotiated up-front in a detailed term sheet following a
                                                                                   series of meetings with management




                                                                                                                                                                                             57
Case study: Kreatel acquired by Motorola

              Transaction highlights                                                         Acquirer profile                                          Target profile

  Consideration: $106 million                                                  Motorola (NASDAQ: MOT) is a Fortune 100                Kreatel Communications AB is a leading
                                                                                 global communications leader that provides              developer of innovative Internet Protocol
  Offer: All-cash                                                               mobility products and solutions across                  (IPTV) based digital set-tops, headquartered
                                                                                 broadband, embedded systems and wireless                in Linkoping, Sweden
  Key metrics: Undisclosed                                                      networks
                                                                                                                                        Kreatel's Linux-based solution extends into
  Engagement type: Private sell-side                                           Operating through the three primary business            the application and middleware layers,
                                                                                 units of Enterprise Mobility Solutions, Home &          allowing it to be used with a broad set of
  Sector: IPTV Technology                                                       Networks Mobility and Mobile Devices,                   middleware solutions
                                                                                 Motorola achieved sales of $35.2bn in 2005
  Arma role: Exclusive financial advisor to Kreatel                                                                                    Customer base includes such major service
   Communications AB                                                            Offices in America, Asia, Middle East, Africa           providers as Telefonica, TeliaSonera, and
                                                                                 and Europe and 66,000 employees                         KPN

                                                                                Combining Motorola and Kreatel's strengths is attractive to green field video networks around the
               January 17, 2006                                                  world and provides a critical solution as service providers evolve their video networks in the future
                                                       Deal rationale           Kreatel brings in-depth experience developing and delivering IPTV set-top software and hardware
            $106,000,000                                                         solutions to European telecom operators and ISPs.

                                                                                Through Kreatel, Motorola gains immediate European Telco TV presence and traction with a number
                                                                                 of large European customers who have previously deployed Kreatel‘s set-tops




            has been acquired by
                                                                                Arma Partners began advising the board and shareholders of Kreatel (mainly venture capital and
                                                                                 private equity investors), on long term value options in 2004
                                                       Contribution / impact




                                                                                Once Kreatel achieved significant momentum with key European telecoms customers, Arma
                                                                                 Partners advised that the time was right to explore strategic options

 Arma Partners acted as exclusive financial                                     Arma Partners took the company to meet key US ―aggregators‖ in the sector, in the fall of 2005 and
   advisor to Kreatel Communications AB                                          orchestrated the successful sale to Motorola, following interest expressed by a number of parties




                                                                                                                                                                                         58
Case study: Inca acquired by Dainippon Screen

              Transaction highlights                                                              Acquirer profile                                        Target profile

  Consideration: $55 million                                                        Dainippon Screen is a Japanese provider of           Inca Digital Printers is a UK-based specialist
                                                                                      semiconductor and component manufacturing             wide-format digital inkjet printer manufacturer,
  Offer: All-cash                                                                    equipment                                             with partners including Fujifilm Sericol and
                                                                                                                                            Sun Chemical
  Key metrics:                                                                      The company manufactures graphic arts
                                                                                      equipment and offers services such as                A pioneer in its field, Inca launched ‗Columbia
  Engagement type: Private sell-side                                                 software development and research,                    Turbo‘ in 2004 – the world‘s fastest production
                                                                                      development and sale of laser-related                 flatbed inkjet machine
  Sector: Printing technology                                                        equipment
                                                                                                                                           Formed in 2000 out of a spin-off of Cambridge
  Arma role: Exclusive financial advisor to Inca Digital                            Founded in 1943, Dainippon Screen has near            Consultants, Inca employs 160 people and
   Printers Ltd                                                                       to 5,000 employees with operations across             has offices in the UK and US
                                                                                      Europe, North America and Asia

                                                                                     The acquisition expands Dainippon Screen's digital printing business and provides access to new
                  June 02, 2005                                                       markets in industrial printing and packaging
                                                            Deal rationale           Inca's technology complements Dainippon Screen‘s existing digital imaging and printing products
              $55,000,000                                                            Combining Inca's expertise in wide format inkjet printing with Screen's experience in media
                                                                                      technology, semiconductor and flat-panel display industries will further strengthen and grow both
                                                                                      Inca and Dainippon Screen's businesses




             has been acquired by
                                                                                     Arma Partners‘ sector knowledge enabled us to position the company to maximise value (as a
                                                            Contribution / impact




                                                                                      technology solutions provider rather than a hardware company)

                                                                                     We provided support to the management team throughout the process and, in particular, we worked
                                                                                      with management to build a financial model that could be shared with interested parties and
                                                                                      coordinated a due diligence process involving multiple parties and advisors
    Arma Partners acted as the exclusive
 financial advisor to Inca Digital Printers Ltd                                      Despite a limited buyer universe and complicated partnership arrangements, Arma Partners was
                                                                                      able to create and retain competitive tension throughout the process. At the end, we orchestrated a
                                                                                      contract race which led to an increased bid and more attractive terms for Inca‘s shareholders




                                                                                                                                                                                               59
Case study: Cirpack acquired by Thomson

              Transaction highlights                                                        Acquirer profile                                        Target profile

  Consideration: Undisclosed                                                   Thomson SA provides a range of video                Cirpack addresses the voice management
                                                                                 technologies, systems, finished products and         market. With a wide European customer base
  Offer: All-cash                                                               services to customers in the media and               of over 45 telecom operators and Internet
                                                                                 entertainment industries                             Service Providers (ISPs), the company has
  Key metrics: Undisclosed                                                                                                           secured the largest share of the European
                                                                                The company has three core businesses;               softswitch market
  Engagement type: Private sell-side                                            Systems, Services and Technology
                                                                                                                                     Created in 1998, Cirpack, a private company
  Sector: Telecom software                                                     Listed on the Paris and New York Stock               based near Paris, employs approximately 60
                                                                                 Exchange, Thomson operates in 30 countries           people and more than doubled its revenues
  Arma role: Exclusive financial advisor to Cirpack                             and is actively growing markets in North             between 2003 and 2004
   S.A.S                                                                         America, Europe and Asia


                                                                                The acquisition will complement Thomson's existing offering in IP telephony, remote management
                 April 21, 2005                                                  and access products and gateways for triple play services and will create synergies in terms of
                                                                                 customer base, particularly with ISPs and Tier-1 European telecom operators and with telecom
                                                       Deal rationale            operators in North America and Asia
             Undisclosed                                                        Upon acquisition Cirpack will form part of Thomson's Access Platforms & Gateways Business Unit
                                                                                 within its Systems & Equipment Division

                                                                                The deal follows Thomson‘s acquisition of voice and data solution provider, Inventel in March 2005




            has been acquired by
                                                                                Arma Partners was engaged to run a sell-side process for the company
                                                       Contribution / impact




                                                                                Positioning the company‘s technology and growth potential was key to this successful exit

                                                                                Arma Partners‘ strong European presence allowed it to advise on this domestic French transaction,
                                                                                 in a sector traditionally dominated by US aggregators
 Arma Partners acted as exclusive financial
        advisor to Cirpack S.A.S




                                                                                                                                                                                      60
Case study: SESA acquired by TietoEnator

              Transaction highlights                                                         Acquirer profile                                         Target profile

  Consideration: $94 million                                                   The Company is engaged primarily in the               S.E.S.A. focuses on R&D services for telecom
                                                                                 provision of consulting, development and               system vendors, similar to TietoEnator‘s
  Offer: All-cash                                                               hosting services for e-business                        telecom R&D operation

  Key metrics: 1.1x historic revenue                                           Listed on the Helsinki and Stockholm Stock            More than 70% of net sales come from the
                                                                                 Exchange and Stockholsbörsen, TietoEnator              telecom industry, where the main customers
  Engagement type: Private sell-side                                            has close to 16,000 employees and is                   are Siemens, Alcatel, Nortel, Nokia,
                                                                                 operational internationally, with activities in        Vodafone, Deutsche Telekom and Telecom
  Sector: IT Services                                                           more than 30 countries                                 Italia

  Arma role: Exclusive financial advisor to S.E.S.A. AG                                                                               Founded in 1990 and headquartered near
                                                                                                                                        Frankfurt, the company has approximately
                                                                                                                                        500 employees across Germany

                                                                                The acquisition allowed TietoEnator to pursue two of its strategic goals, which were to increase its
             December 20, 2004                                                   presence in Germany and further strengthen its leading role in European telecom R&D services
                                                       Deal rationale           S.E.S.A. AG provides a strong customer base, including Siemens and Alcatel, and allows
              $94,000,000                                                        TietoEnator to complement its existing close relationships with Ericsson and Nokia with a strong
                                                                                 central European presence, especially in Germany

                                                                                S.E.S.A. also owns Axiome Technologies S.A. (France) with 120 employees near Paris and 49% of
                                                                                 S.E.S.A. SpA in Italy with 80 employees

                                                                                S.E.S.A. was owned by funds managed by General Atlantic Partners L.L.C, management and other
                                                                                 private investors
            has been acquired by
                                                                                Arma Partners was engaged to advise S.E.S.A on its strategic options for building on its success in
                                                                                 the context of rapid change in the telecoms R&D services market. Globalisation of services delivery
                                                       Contribution / impact




                                                                                 and increasing penetration of standard-solution-based services present both challenges and
                                                                                 opportunities for the whole sector

                                                                                Arma Partners helped the company and its shareholders to analyse, negotiate and compare
   Arma Partners acted as the exclusive                                          alternative strategic options. The company and its shareholders chose to pursue the option of a
      financial advisor to S.E.S.A AG                                            transaction with TietoEnator, which strengthened S.E.S.A.‘s strategic base with its customers while
                                                                                 also providing liquidity to shareholders

                                                                                Arma Partners initiated discussions with TietoEnator and introduced the parties, and then managed
                                                                                 the process to signing in less than three months



                                                                                                                                                                                        61
Case study: Ubitrade acquired by GL Trade

              Transaction highlights                                                             Acquirer profile                                          Target profile

  Consideration: Undisclosed                                                       GL Trade (Bourse de Paris: GLTD.LN)                    Ubitrade SA is a privately held company,
                                                                                     provides electronic financial trading software          leader in electronic trading and back office
  Offer: All cash                                                                   for exchange connectivity, real-time multi-             solutions for derivatives instruments
                                                                                     market trading, and office tools for trading
  Key metrics: Undisclosed                                                          professionals worldwide                                Ubitrade services approximately 100 clients
                                                                                                                                             and employs 140 people based in Paris,
  Engagement type: Private sell-side                                               The company has over 1,000 staff located in             London, Frankfurt, Chicago and Sydney, with
                                                                                     26 offices on five continents serving over              a development centre in Tunisia
  Sector: Financial software                                                        3,500 clients including 500 major international
                                                                                     financial institutions                                 The company‘s core products are Ubix and
  Arma role: Exclusive financial advisor to Ubitrade SA                                                                                     Tradix. It also has a distribution agreement
                                                                                    Founded in 1987, GL Trade experienced                   with Fermat, a French risk management
                                                                                     turnover of €185m in their last fiscal year             company

                                                                                    This acquisition allows GL Trade to become the first market player to offer a fully integrated front to
              December 2, 2004                                                       back office solution for the derivatives market; the full integration of the Ubitrade product range Ubix,
                                                                                     Tradix and the distribution agreement with Fermat, will complete GL Trade‘s front to back multi-
                                                           Deal rationale            instrument solution and increase its risk management expertise
             Undisclosed                                                            In addition, the acquisition strengthens GL Trade‘s geographic reach, particularly in Germany and
                                                                                     the US, provides GL Trade with an offshore R&D platform based in Tunisia and enhances its
                                                                                     management team

                                                                                    Ubitrade will gain a worldwide sales network which should accelerate the company‘s growth



            has been acquired by
                                                                                    Arma Partners worked closely with Unitrade in preparing for an exit following approaches that had
                                                                                     been received
                                                           Contribution / impact




                                                                                    Arma Partners helped the Company and its shareholders analyse its strategic options, negotiate an
                                                                                     all-cash deal with GL Trade and complete a transaction in a short time frame

   Arma Partners acted as the exclusive
     financial advisor to Ubitrade SA




                                                                                                                                                                                                 62
Case study: Mosaic Software acquired by S1

              Transaction highlights                                                        Acquirer profile                                          Target profile

  Consideration: $52 million                                                  S1 Corporation (NASDAQ: SONE) provides                 Mosaic is a fast growing provider of electronic
                                                                                Web-based front-office management and                   funds transfer and financial services
  Offer: All-cash                                                              operations software to financial services               transaction processing software
                                                                                customers such as Bank of America,
  Key metrics: 2.6x historic revenue                                           Scotiabank and KBC                                     The company has a staff of 190, including
                                                                                                                                        more than 100 software developers, in offices
  Engagement type: Private sell-side                                          S1 operates 29 offices in 15 countries, with            in the US, UK and Australia
                                                                                approximately 1,300 employees worldwide
  Sector: Financial software

  Arma role: Exclusive financial advisor to Mosaic
   Software Holdings Ltd


                                                                               The transaction builds on S1‘s existing product portfolio with the addition of a leading financial
              November 8, 2004                                                  transaction solution and an ATM channel for its existing customer base. Mosaic provides cross
                                                                                selling opportunities to a customer base of approximately 210 financial institutions and retailers in
                                                      Deal rationale            more than 40 countries, including Honda Federal Credit Union, Standard Bank South Africa,
              $52,000,000                                                       Mercantile Bank Limited, 7-Eleven and Marks and Spencer

                                                                               The transaction also gives S1 increased international presence, an enhanced customer base and
                                                                                enables the further development of its enterprise strategy

                                                                               With the acquisition of Mosaic, S1 is the only vendor in the financial services space that can enable
                                                                                institutions to extend multi-channel integration across all of their primary customer interaction
                                                                                channels
            has been acquired by
                                                                               Arma Partners helped to successfully maximize value for Mosaic‘s shareholders with an exit value of
                                                                                up to 2.6x historic revenue (based on published industry analyst expectations for CY2003 revenue)
                                                      Contribution / impact




                                                                               This valuation represents the highest recent exit multiple in the sector and a premium to the relevant
                                                                                trading multiples of the most comparable publicly traded companies

   Arma Partners acted as the exclusive                                        Arma Partners also helped to increase the certainty of proceeds for Mosaic‘s shareholders through
   financial advisor to Mosaic Software                                         the negotiation of a short earn-out period (c. six months from the closing of the transaction)
               Holdings Ltd




                                                                                                                                                                                          63
Case study: Dione acquired by Lipman

              Transaction highlights                                                          Acquirer profile                                         Target profile

  Consideration: $112 million                                                    Lipman Electronic Engineering (NASDAQ:               Dione is a supplier of smart card-based
                                                                                   LPMA) design, develop and manufacture                 payment systems with applications and
  Offer: All cash                                                                 technologically advanced solutions for the            managed services that help merchants
                                                                                   electronic payment industry                           improve margins and customer satisfaction
  Key metrics: Undisclosed
                                                                                  Customers include card issuing banks, credit         Dione is one of the main suppliers in the smart
  Engagement type: Private sell-side                                              card companies, credit and debit card                 card-based payment system market in the UK,
                                                                                   processors, clearing houses, loyalty card             and one of the top ten global providers of
  Sector: Payment technology                                                      operators, e-commerce companies, and                  electronic solutions worldwide
                                                                                   independent sales organisations
  Arma role: Exclusive financial advisor to Dione Plc
                                                                                  Headquartered in Israel, Lipman maintains
                                                                                   eight offices globally

                                                                                  The transaction is an important step in the consolidation of the payment systems market, and
                October 4, 2004                                                    demonstrates the importance to key vendors of next-generation chip and pin payment technology
                                                         Deal rationale           Lipman is able to gain immediate entry into markets and geographies where it has historically not
             $112,000,000                                                          been strong, particularly providing new customer relationships and adding critical mass to their UK
                                                                                   presence

                                                                                  As a Lipman company, Dione is able to draw upon even greater geographical support for its global
                                                                                   customers, an increased range of products and services, additional manufacturing resources and
                                                                                   improved economies of scale



            has been acquired by
                                                                                  Arma Partners was able to successfully create a competitive process, which resulted in a significant
                                                                                   increase in shareholder value compared to the initial proposal received
                                                         Contribution / impact




                                                                                  The transaction was structured on a cash and debt-free basis, thereby maximising proceeds to
                                                                                   Dione shareholders

   Arma Partners acted as the exclusive
      financial advisor to Dione Plc




                                                                                                                                                                                           64
Case study: NXN Software acquired by Avid

              Transaction highlights                                                     Acquirer profile                                          Target profile

  Consideration: $44 million                                               Avid Technology (NASDAQ: AVID) provides                NXN Software is the world‘s leading provider
                                                                             digital nonlinear media creation, management            of digital asset management systems for the
  Offer: All-cash                                                           and distribution solutions for film, video, audio,      entertainment and 3D-computer-graphics
                                                                             animation, games, and broadcast news                    industries
  Key metrics: c. 6x revenue                                                professionals
                                                                                                                                    The company's products protect and manage
  Engagement type: Private sell-side                                       Avid also provides digital audio workstations,          digital assets in professional computer-
                                                                             mixers, software, and a number of other                 graphics projects across industries. This
  Sector: Digital media software                                            products for the music market                           includes digital production management,
                                                                                                                                     which combines digital asset management
  Arma role: Exclusive financial advisor to NXN                            The company has nearly 3,000 employees                  and project management, and offers
   Software AG                                                                                                                       productivity, workflow, and time-to-market
                                                                                                                                     improvements

                                                                            NXN‘s market leading products – NXN alienbrain VFX, NXN alienbrain Studio, and NXN alienbrain
               January 26, 2004                                              Engineer – extend Avid‘s current media asset management offerings with capabilities including
                                                                             infrastructure, configuration, project, and workflow management, as well as complete version control
                                                   Deal rationale
              $44,000,000                                                   The acquisition is an important step for Avid to broaden its video editing offering and further gain
                                                                             access to customers such as Lucas Arts, Pixar and Sony Animation

                                                                            The acquisition expands Avid‘s leadership in digital asset management by enabling the company‘s
                                                                             film and video postproduction, broadcast, and 3D animation customers to leverage the revolutionary
                                                                             workflow capabilities of the acclaimed NXN® alienbrain product line



            has been acquired by
                                                                            Arma Partners was engaged to run a sell-side process for the company
                                                   Contribution / impact




                                                                            Through careful positioning of the business, Arma Partners achieved a valuation that reflected the
                                                                             strong technology offering of NXN Software and the long term vision of the business rather than its
                                                                             past financial performance (the company had less than $10m in revenue and is loss- making)

   Arma Partners acted as the exclusive                                     Arma Partners managed to increase the valuation of the business by over 40% and drove the
   financial advisor to NXN Software AG                                      process from its initiation to closing in less than 3 months




                                                                                                                                                                                    65
Case study: Apax Partners acquires Cartesis

                 Transaction highlights                                                  Acquirer profile                                         Target profile

  Consideration: Undisclosed                                                Apax Partners is a private equity group,             Cartesis is a provider of business
                                                                              operating across Europe, Israel, India, US and        performance management (BPM) software
  Offer: n/a                                                                 Japan
                                                                                                                                   The company's solutions enable complete
  Key metrics: n/a                                                          Founded 30 years ago, Apax Partners' Funds            financial management such as budgeting,
                                                                              provide equity financing to companies at all          statutory consolidation, management
  Engagement type: Buy-side                                                  stages of development across the retail, IT,          reporting and shareholding management
                                                                              telecommunications, healthcare, media and
  Sector: Financial technology                                               financial services industries                        Cartesis maintains offices in Brussels,
                                                                                                                                    Frankfurt, London, Madrid, Paris and Tokyo
  Arma role: Exclusive financial advisor to Apax                            Since 1995, c. 65 companies owned by Apax             and has over 1,300 clients including one in
   Partners                                                                   have listed, with a collective entry market           five of the Fortune Global 100 and 30% of the
                                                                              capitalisation of over $35 billion                    Financial Times European companies

                                                                             The transaction provides Cartesis with the financial and strategic resources to continue strong
                December 23, 2003                                             growth and exploit the increasing market opportunity
                                                    Deal rationale           This divestiture of Cartesis from PwC will expand market opportunity to include those companies
                Undisclosed                                                   audited by PwC that originally were off limits to Cartesis due to Sarbanes-Oxley rules

                                                                             The investment is consistent with Apax Partners‘ strategy of identifying high-quality companies with
                                                                              leading industry positions



                and other investors


                   have acquired
                                                                             Arma Partners worked closely with Apax‘s team to conduct due diligence on the target and negotiate
                                                                              the terms of the deal
                                                    Contribution / impact




                                                                             We also helped brief Apax‘s co-investors, Advent, CDP Capital and Partech, when the financing of
                                                                              the deal was syndicated

   Arma Partners acted as the exclusive                                      We leveraged our sector knowledge to proactively identify exit opportunities for Apax, including
     financial advisor to Apax Partners                                       Business Objects – who subsequently acquired Cartesis, giving Apax a very attractive return on their
                                                                              investment




                                                                                                                                                                                     66
  Case study: SUSE Linux AG acquired by Novell

                   Transaction highlights                                                            Acquirer profile                                           Target profile

       Consideration: $210 million                                                     Novell (NASDAQ: NOVL) provides                          SUSE Linux is a market leader in Linux
                                                                                         infrastructure components that work across               operating systems in Europe and the second
       Offer: All-cash                                                                  multiple platforms and are designed to secure            largest provider worldwide
                                                                                         and connect personal computers in corporate
       Key metrics: c. 7x revenue                                                       networked environments                                  Established 1992, SUSE Linux had revenues
                                                                                                                                                  of €40m in 2002, employing 399 staff
       Engagement type: Private sell-side                                              Specific offerings include identity and access           worldwide
                                                                                         management products, resource management
       Sector: Open source software                                                     products, Open Enterprise Server, NetWare               The company has won significant accounts
                                                                                         and Unix                                                 against incumbent OS companies and is
       Arma role: Exclusive financial advisor to SUSE Linux                                                                                      widely seen as the technology leader in Open
        AG                                                                              Novell has over 4,500 employees in 23 offices            Source OS
                                                                                         worldwide

                                                                                        With the acquisition of SUSE, Novell could re-invent itself to become a leading Linux company
 European          November 4, 2003
                                                                                        Novell expands its open source commitment and will become the first to offer comprehensive Linux
Technology                                                     Deal rationale            solutions for the enterprise from the desktop to the server. Novell will be the only $1 billion software
Deal of the
   Year          $210,000,000                                                            company with a Linux distribution
   2003
                                                                                        In the two weeks following announcement, Novell‘s market capitalization doubled




                 has been acquired by
                                                                                        Arma Partners created fierce competitive tension around SUSE and ran an intense Dual Track
                                                                                         process (fund-raising and trade sale) that took less than two months from its initiation to
                                                               Contribution / impact




                                                                                         announcement

                                                                                        The process was tailored to maximise value for SUSE shareholders. As a result, the final purchase
                                                                                         price was in well in excess of 2x the initial proposals by interested parties, a great result considering
      Arma Partners acted as exclusive financial                                         the fact that SUSE was loss-making and the M&A environment very unfavourable
            advisor to SUSE Linux AG
                                                                                        This transaction is widely regarded as an industry-shaping deal which validates Open Source and
                                                                                         helps to bring Linux deep into the enterprise

                                                                                        In conjunction with this deal, IBM invested $50m in the form of convertible preferred stock into Novell



                                                                                                                                                                                                     67
                   London – Palo Alto




www.armapartners.com
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