NOAH Advisors Overview Presentation by linxiaoqin

VIEWS: 2 PAGES: 20

									Introduction to NOAH Advisors
                               September 2012

                Strictly Private and Confidential
           NOAH Advisors - Europe’s Leading Internet Corporate Finance Boutique                                                        Selected Completed NOAH Transactions
                                                                                                                                                                May 2012                                            April 2012
           Unique Industry Know-How                                    Core Investment Banking Competence
                                                                                                                                                                                        Sale of a 100%-stake in
 100% focused on Internet companies, covering                 The NOAH team has 25+ years of media
                                                                                                                           150 million growth equity investment from
    over 25 sub-verticals in this highly complex                  investment banking experience
    industry                                                      - Routine execution of M&A and financing               for a 50% stake alongside Fotolia’s Founders and
                                                                                                                                                                                                    to
    - 15+ years active coverage of leading European                   transactions with sizes of several billion euros
        Internet companies and investors                         The team has been working together closely for 7        Additional $150 million senior debt financing
                                                                                                                                 Total $300 million investment
   Deep understanding of industry dynamics and                   years (including 6 years at Lehman Brothers)           Financial Advisor to Fotolia and its Shareholders   Financial Advisor to Toprural and its Shareholders
    thinking of industry leaders                                 8 successfully completed NOAH Advisors
   Ability to add value beyond banking advice                    transactions underline successful transfer of
    - Facilitates overall process and minimizes                   competencies to the Internet sector                                                      November 2011                                             July 2011
        management distraction                                                                                                    Sale of a majority stake in                         Sale of a majority stake in

     Unmatched Network and Relationships                          Full Commitment - We Are Entrepreneurs!
 NOAH Advisors is globally very well connected                The NOAH team are entrepreneurs and focused                                 to
                                                                                                                                                                                                    to
    and has direct access to virtually all key players in         on growing the business and establishing a                    Quants Financial Services AG
    the industry                                                  reputation for excellence                                       Exclusive Financial Advisor to
    - Knowledge of and strong relationships with                 Full commitment to deliver top quality results in               grupfoni and its Shareholders                            Advisor to EnGrande
        potential buyers’ key decision makers                     short time frames
    - Coverage of over 500 companies and 4,000                   Highly success-based compensation structures
        individuals                                               align interests of clients and NOAH Advisors, and                                            April 2011                                          April 2011
    - Proactively finds and unlocks attractive                    demonstrate conviction to deliver top results                                                                       Sale of a majority stake in
        investment opportunities for leading                                                                                 have acquired a majority stake in
        investors (e.g. Bigpoint)
   Annual NOAH Conference                                                                                                                                                                          to
                                                                                                                                        for $350m from
                                      The NOAH Advisors Core Team
                                                                                                                                     Exclusive Advisor to                                    Advisor to Yatego
                                                                                                                               Summit Partners and TA Associates
                Marco                                       Yoram                                 Jan
                Rodzynek                                    Wijngaarde                            Brandes
                                                                                                                                                           December 2009                                           April 2009
                Managing Director                           Director                              Director
                                                                                                                                         Partial sale of                                  $80m partial sale of
                and Founder

                                                                                                                                                to
                                                                                                                                                                                                    to

Contact Details                    Contact Details                     Contact Details                                            Valuing Softonic at €175m
marco.rodzynek@noah-advisors.com   yoram.wijngaarde@noah-advisors.com jan.brandes@noah-advisors.com
                                                                                                                                        Advisor to Softonic                                  Advisor to Fotolia
UK Mobile:       +44 77 85 330 330 UK Mobile:        +44 79 17 084 784 German Mobile:    +49 174 2010 984
Swiss Mobile:      + 41 79958 1512
             Introduction to the NOAH Conference                                                      Overview of the NOAH Conference 2011
 The NOAH Conference is an annual Internet event taking place once a
                                                                                               Summary Overview                               Conference Program
 year in London, focused on top management from Internet start-ups to
 global media companies as well as senior investment professionals         NOAH ‘11 took place on 9-10 November 2011 at Old
 NOAH’s goal is to create a marketplace for the European Internet eco-    Billingsgate in London
 system to discuss key trends, generate business and facilitate            Fantastic line-up of 90 speakers from 20 countries in keynotes,
 investment transactions                                                   presentations and panels over 2 full days
 Over the past 3 years numerous high-profile speakers presented at        1,150 attendees from 35 countries – 57% from Internet
 NOAH, including over 100 CEOs                                             companies, 26% from investors, 15% from corporates (media
 The NOAH Conference was founded in 2009 by Marco Rodzynek and is         companies, advisors, PR and recruiting) and 2% press
 organised by the NOAH Advisors team with sponsorship from some of         representatives from leading on- and offline publications
 the world’s leading financial investors                                   NOAH party with additional guests from London and a great
                                                                           live band on the evening of the first day
         NOAH ‘12 on 6-7 November – Save the Date                          Extremely positive feedback from numerous attendees, on
                                                                           twitter and in the press
 The conference will again take place at Old Billingsgate in London
 Registration will open in early 2012                                                  Selected Conference Impressions
 For updates, please check: www.noah-conference.com




                                                                                                         Event Sponsors                             Strategic Sponsors
  NOAH San Francisco‘12 on 25-26 June – Save the Date                                 Overview of the NOAH San Francisco Conference 2012
 NOAH San Francisco takes on 25-26 June 2011 at Four seasons         Full day of presentations by CEOs of a selection of the most successful European internet
   hotel in San Francisco                                               companies
 Fantastic line-up of 500+ internet and media executives as well  We expect approximately 500+ guests
  as financial investors                                            - Mix of senior executives from US Internet and media companies and corporates and
 Currently, 55 CEOs from leading European Internet companies         leading Internet finance companies
   have confirmed their participation as speakers
 For a detailed program and updates, please check: www.noah-
   conference.com

  Main Ideas Behind the NOAH San Francisco Conference                                             Confirmed European Companies
 To enable European Internet companies to establish or
   improve relationships with their US counterparts, media
   executives and investors
 To provide US attendees with an opportunity to meet the
   leaders of European Internet in one place
 To facilitate mutual learning in presentation sessions about the
   European and US Internet marketThe NOAH Conference was
   founded in 2009 by Marco Rodzynek and is organised by the
   NOAH Advisors team with sponsorship from some of the
   world’s leading financial investors
The NOAH Advisors Team
A team of highly experienced professionals focused on Internet corporate finance advisory


                  Marco Rodzynek                              Yoram Wijngaarde                            Jan Brandes
                  Managing Director and                       Director                                    Director
                  Founder of NOAH Advisors                    With NOAH Advisors since                    With NOAH Advisors since
                  (April 2009)                                November 2009                               August 2010




 Previous Experience                         Previous Experience                         Previous Experience
 • Lehman Brothers, 1998 - April 2009        • Lehman Brothers, 2004 – November          • Lehman Brothers, 2005 – May 2010
    (acquired by Nomura end 2008)               2009 (acquired by Nomura end 2008)          (acquired by Nomura end 2008)
    - Head of Internet, Media Investment        - Media Investment Banking                  - Media Investment Banking
       Banking                                  - 10+ announced M&A deals, including:       - 10+ announced M&A deals, including :
    - 30 announced M&A deals with a total
       value of over $95bn, including :



                                             • Deals at NOAH Advisors:                   • Deals at NOAH Advisors:
 • Deals at NOAH Advisors




 Contact Details                             Contact Details                             Contact Details
 • marco.rodzynek@noah-advisors.com          • yoram.wijngaarde@noah-advisors.com        • jan.brandes@noah-advisors.com
 • UK Mobile:        +44 77 85 330 330       • UK Mobile:         +44 79 17 084 784      • German Mobile:      +49 174 2010 984
 • Swiss Mobile:       + 41 79958 1512
                                                                5
NOAH Advisors Milestones
A short but highly successful track record establishing NOAH Advisors as a brand in European Internet

                2009                               2010 / 2011                            2011 / 2012




                                                         6
Why NOAH Advisors
NOAH Advisors combines unparalleled expertise in European Internet with bulge bracket investment banking
competence

             Unique Industry Know-How                                     Core Investment Banking Competence
  100% focused on Internet companies, covering over                  The NOAH team has 25+ years of media investment
    25 sub-verticals in this highly complex industry                    banking experience
    - 15+ years active coverage of leading European                     - Routine execution of M&A and financing
       Internet companies and investors                                    transactions with sizes of several billion euros
  Deep understanding of industry dynamics and                        The team has been working together closely for 8
    thinking of industry leaders                                        years (including 6 years at Lehman Brothers)
  Ability to add value beyond banking advice                         14 successfully completed NOAH Advisors
                                                                        transactions underline successful transfer of
    - Facilitates overall process and minimizes
                                                                        competencies to the Internet sector
       management distraction

Unmatched Industry Network and Relationships                            Full Commitment - We Are Entrepreneurs!
  NOAH Advisors is globally very well connected and has              The NOAH team are entrepreneurs and focused on
    direct access to virtually all key players in the industry          growing the business and establishing a reputation for
                                                                        excellence
    - Knowledge of and strong relationships with
       potential buyers’ key decision makers                          Full commitment to deliver top quality results in short
                                                                        time frames
    - Coverage of over 500 companies and 4,000
       individuals                                                    Highly success-based compensation structures align
                                                                        interests of clients and NOAH Advisors, and
    - Proactively finds and unlocks attractive investment
                                                                        demonstrate conviction to deliver top results
       opportunities for leading investors (e.g. Bigpoint)
  The annual NOAH Conference helps strengthening
    and expanding the network


                                                                 7
Unique Access to a Wide Range of Internet Investors
Long lasting relationships with strategic and financial investors




     Internet                                                                                       Traditional
     Large Cap                           Coverage of over 10,000 industry leaders:                 TMT & Retail
                                          500 target companies and 300 investors
                         Angels /
                          Family              VC and                                 Hedge Funds
                          Offices                                    Private
                                              Growth
                                                                     Equity
                                               Funds




                          Maryland
                       Klaus Hommels
                           Armira




                                                             8
Financial Investors Present at the NOAH Conference 2011
            Venture Capital (€5-20m)                                                                       Growth Capital (€20-250m)                                                     Private Equity (€250-1,000+m)
 Fund   Attendees Key Contact                                                            Fund           Attendees Key Contact                                                    Fund   Attendees Key Contact
                  Harry Nelis                              (hnelis@accel.com)                                      John Meeks                                (jmeeks@ta.com)                      Stefan Götz                                (sgoetz@hf.com)
           11     Sonali de Rycker                     (sderycker@accel.com)                               7       Ajit Nedungadi                                (ajit@ta.com)             9      Zita Saurel                                   (zita@hf.com)
                  Adam Valkin                             (avalkin@accel.com)                                      Morgan Seigler                           (mseigler@ta.com)                     Blake Kleinman                         (bkleinman@hf.com)
                  Dominique Vidal                  (dom@indexventures.com)                                         Scott Collins             (scollins@summitpartners.com)                        Philipp Freise                              (freip@kkr.com)
           9      Ben Holmes                      (benh@indexventures.com)                                 5       Christian Strain           (cstrain@summitpartners.com)                 4      Lucian Schoenefelder       (lucian.schoenefelder@kkr.com)
                  Jan Hammer                         (jan@indexventures.com)                                       Vincent Lambert         (vlambert@summitpartners.com)                          Vania Schlogel                    (vania.schlogel@kkr.com)
                  Hans-Jürgen Schmitz (hans-juergen.schmitz@mangrove-vc.com)                                      Konrad Stoebe       (konrad.stoebe@warburgpincus.com)                           Dominik Stein                      (dominik.stein@eqt.de )
           3      Eugene Mizin          (eugene.mizin@mangrove-vc.com)                                     5      Steven Klooster (steven.klooster@warburgpincus.com)                      4      Christian Schuette             (christian.schuette@eqt.de)
                  Guillaume Durao (guillaume.durao@mangrove-vc.com)                                               Johannes Korp       (johannes.korp@warburgpincus.com)                           Anil Hansjee                             (anil@hansjee.net)
                  Pawel Chudzinski                (pawel@pointninecap.com)                                        Frank Seehaus                          (fs@actoncapital.de)
                                                                                                                                                                                                  Kai Romberg                   (kai.romberg@hgcapital.com)
           3      Lukasz Gadowski                    (lukasz@teameurope.net)                               3      Jan-Gisbert Schultze                 (jgs@actoncapital.de)
                                                                                                                                                                                           3      Dan Groen                       (dan.groen@hgcapital.com)
                  Kolja Hebenstreit                    (kolja@teameurope.net)                                     Benedikt Sudbrock                     (bs@actoncapital.de)
                                                                                                                                                                                                  Sascha Kaumann           (sascha.kaumann@hgcapital.com)
                  Roberto Bonanzinga          (rbonanzinga@balderton.com)                                         Fabio Giuseppetti             (giuseppetti@palamon.com)
           2                                                                                                                                                                                      Karim Tabet            (karim.tabet@provequity.co.uk)
                  Dharmash Mistry                   (dmistry@balderton.com )                               3      Daniel Mytnik                      (mytnik@palamon.com)
                                                                                                                  Ricardo Caupers                   (caupers@palamon.com)                  3      Bruno Mourgue d'A. (bruno.mourguedAlgue@provequity.co.uk)
                  Marcel Rafart          (marcel.rafart@nautacapital.com)                                                                                                                         Andrew Tisdale      (andrew.tisdale@provequity.co.uk)
           2      Javier Rubio             (javier.rubio@nautacapital.com)                                        Marco Brockhaus          (brockhaus@brockhaus-pe.com)                           Karl Peterson                         (kpeterson@tpg.com)
                  Pär-Jörgen Pärson                       (pjp@northzone.com)                              2      Jan Daniel Neumann        (neumann@brockhaus-pe.com)
           2                                                                                                                                                                               3      Anand Tejani                             (atejani@tpg.com)
                  Hans Otterling                        (hans@northzone.com)                                                                                                                      Jean Baptiste Brian                      (jbbrian@tpg.com)
                  Andrin Bachmann       (andrin.bachmann@pitoncap.com)                                            Chris Caulkin             (ccaulkin@generalatlantic.com)
           2      Greg Lockwood            (greg.lockwood@pitoncap.com)                                    2      David Lisewski           (dlisewski@generalatlantic.com)                        Tripp Lane                           (tripp.lane@apax.com)
                                                                                                                                                                                           2      Frank Ehmer                         (frank.ehmer@apax.de)
                  Alexander Ribbink       (alexander@primeventures.com)
           2      Rogier Taphoorn               (rogier@primeventures.com)                                        Sarah Pinto                (spinto@greathillpartners.com)
                                                                                                           2      Peter Garran             (pgarran@greathillpartners.com)
                  Hubert Deitmers            (hubert.deitmers@endeit.com)                                                                                                                         Andrea Valeri                     (valeri@blackstone.com)
           2      Martijn Hamann             (martijn.hamann@endeit.com)
                                                                                                                                                                                           2      Lance Toler                  (lance.toler@blackstone.com)
                  Alex Gonthier     (gonthier@@wellington-partners.com)                                           Jim Quagliaroli               (jim@spectrumequity.com)
           2                                                                                               2      Jeff Haywood                  (jeff@spectrumequity.com)
                  Christian Thaler-Wolski        (thaler@wellington-partners.com)                                                                                                                 Stefan Franssen        (stefan.franssen@gmtpartners.com)
                                                                                                                                                                                           2      Natalie Tydeman       (natalie.tydeman@gmtpartners.com)
           1      Emanuele Levi (emanuele.levi@360capitalpartners.com)
                                                                                                                  Daniel O’Keefe                        (dokeefe@tcv.com )
           1      Mike Chalfen          (mike.chalfen@adventventures.com)
                                                                                                           2      Woody Marshall                      (wmarshall@tcv.com)
                                                                                                                                                                                                  Hinrich Stahl                     (hs@maryland-gmbh.de)
           1      Mattias Ljungman       (mattias@atomicoinvestments.com)
                                                                                                                                                                                           2      Helge Luetzen                      (hl@maryland-gmbh.de)
                                                                                                                  Stephen Byrne (stephen.byrne@vitruvianpartners.com)
           1      Michael Eisenberg               (michael@benchmark.com)
                                                                                                           2      Jussi Wuoristo (jussi.wuoristo@vitruvianpartners.com)
                                                                                                                                                                                                  Michael Korzinstone        (michael.korzinstone@silverlake.com)
           1      Alon Lifshitz                  (alon@blumbergcapital.com)                                                                                                                2      John Flynn                     (john.flynn@silverlake.com)
           1      Ian Noel                        (iannoel@bonsaigrupo.com)
                                                                                                           1      Fabian Wasmus                    (fabian.wasmus@eqt.de)
                                                                                    Expansion Capital
           1      Nic Brisbourne                           (nic@dfjesprit.com)                                                                                                             1      Jan-Olivier Fillols              (jan-olivier.fillols@3i.com)
                                                                                                           1      Sebastien Briens        (sebastien.briens@hgcapital.com)
           1      Ben Tompkins                       (bt@edenventures.co.uk)           Mercury
           1      Bernard Vogel                    (bv@endeavourvision.com)                                                                                                                1      Jens Hagen            (jhagen@uk.adventinternational.com)
                                                                                                           1      Harley Miller              (HMiller@insightpartners.com)
           1      Davor Hebel                               (davor@fgpe.com)
           1      Stephen Lowery           (stephen.lowery@frogcapital.com)                                                                                                                1      Jörg Mohaupt                       (jmohaupt@accind.com)
                                                                                                           1      Christoph Haschka (christoph.haschka@macquarie.com)
           1      Torsten Kreindl                      (t.kreindl@grazia.com )
           1      Laurel Bowden                      (lbowden@greylock.com)
                                                                                                                                                                                           1      Michael Black              (michael.black@bridgepoint.eu)
                                                                                                           1      Mark Joseph             (mark.joseph@oakleycapital.com)
           1      Martin Weber               (martin.weber@holtzbrinck.net)
           1      Johan Englund           (johan.englund@industrifonden.se)
                                                                                                           1      Pueo Keffer                       (pkeffer@redpoint.com)                 1      Jason Khaksar                 (jason.khaksar@carlyle.com)
           1      Baris Aksoy                         (baris.aksoy@intel.com)
           1      Tomasz Czechowicz                      (czechowicz@mci.eu)
                                                                                                           1      Richard Yen                            (ryen@saban.com)                  1      Andrew Young                (andrew.young@permira.com)
           1      Thomas Preuss              (preuss@neuhauspartners.com)
           1      Phillippe Collombel     (pcollombel@partechventure.com)
                                                                                                           1      Morgan Callagy                        (callagym@vss.com)
           1      Tony Askew                 (tony.askew@reedelsevier.com )
           1      Olivier Sichel                        (osichel@sofinnova.fr)
           1      Mauro Pretolani             (mauro.pretolani@tlcom.co.uk)
                                                                                                                                9
The Universe of Financial European Internet Investors
NOAH Advisors maintains close contact with key investors in all major categories

                                                           Venture Capital                                                                                                                                                                                    Growth Funds                                                                                                                                                                                                 Buyout Funds




                                                                                                                                                                                                                                                                                                                                                                       Francisco Partners
                                                                                                                                                                            Silverlake Growth




                                                                                                                                                                                                                                                                                                                                       Warburg Pincus
                                                                                                                                                                                                                                                                                                                    General Atlantic
                                                                                                                                                                                                Carlyle Growth
                                                                 Intel Capital
                     Holtzbrinck




                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        Providence
                                   Wellington




                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           Blackstone
                                                                                                                                                                                                                                           Investcorp




                                                                                                                                                                                                                                                                                                                                                                                                      HG Capital
                                                                                                                                          Balderton




                                                                                                                                                                                                                                                                                            Spectrum




                                                                                                                                                                                                                                                                                                                                                                                                                                    Silverlake
                                                                                                                                                                                                                                                                                                                                                                                                                   Exponent
                                                                                                                               Bessemer




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                                                                                                                                                                                                                                                              Vitruvian
                                                                                                                                                                R Capital




                                                                                                                                                                                                                           Palamon
                                                                                                             Peacock




                                                                                                                                                      Sequoia




                                                                                                                                                                                                                                                                                                                                                                                                                                                           Permira
                                                                                                                                                                                                                                                                                                                                                              Summit


                                                                                                                                                                                                                                                                                                                                                                                            Veronis




                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               Advent
                                                                                          Fidelity




                                                                                                                                                                                                                 Battery
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                                                                                                     Index




                                                                                                                                                                                                                                                                                    Cyrte




                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 Apax
                                                                                                                                                                                                                                                        GMT




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(€ million)




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EU Office            ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔                                                                                                                  ✔ ✔ ✔                                                      ✔               ✔ ✔ ✔                                    ✔                               ✔ ✔                                       ✔ ✔ ✔ ✔ ✔ ✔                                                           ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔
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                                                                         Equity Investment Size




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                                                                                                                                                                                                                                                                                                                                                                                                                                                           300




                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     300




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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 100

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        100

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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       75
                                                                                 20
                     15




                                                                                                                                                                                                                                                                                                                                                                                                                   60
                                                                                                                                                                                                                                                                                                                                                                       50




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                                                                                                                                                                                                                                                                                                       40




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                 0                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           0
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                                                                                                                                                                            20

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                                                                                                                                                                15




                                                                                                                                                                                                                                     15
                                                                                          10




                                                                                                                               10

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                                                                                                                                                                                                                                                                                    10
                                   5

                                                5

                                                        5



                                                                                 5



                                                                                                     5

                                                                                                             5

                                                                                                                       5




                                                                                                                                                      5
                     2




                                                                 2




Note: Number of previous European Internet deals: 1 - many, 2 - a few, 3 - new to the segment.

                                                                                                                                                                                                                                                                             10
Internet is a Complex Parallel Economy
300 European public/private Internet companies valued at about €100 billion, of which over 150 worth over €100m
                            Market Size                                                                                                                                              Est. Aggregate
Segment                       (€bn)         Maturity Selected Leading European Companies                                                                                              Value (€bn) Consolidation Play
                                                   123 TV, Allopneus, art.com, Artnet, Artprice, ASOS, Black Circles.com, Bodaclick, Brack, Brandalley, Brille 24, CDiscount.com,
                                                   CentralPoint.nl, ComputerUniverse.net, Cool Blue, CTS Eventim AG, Cyberport, Deal United, Delticom, Digitec, ditech.at,
                                                   eBuyer, Elbee, e-shop.gr, Euronics, Glasses Direct, Glassesusa, Hawesko, HepsiBurada.com, Hofmann, Hut Group, iBOOD,
                                                   Justeat, KupiVIP, Laithwaites, LDLC, Leguide.com, M and M, MediaShopping.it, microspot.ch, Mind Factory AG,
E-Commerce                     173        Advanced MisterGoodDeal.com, Mydeco, mylemon.at, MyTheresa, Notebook.de, Notebooksbilliger.de, NRHolding, Ocado, Ofertix,                      15.7            
                                                   Offerum, paydro, PCP.ch, Pearl.de, Photoways, Pixmania, Privalia, Rue du Commerce, Seatwave, See Tickets International,
                                                   Showroomprive, Smart & Co, Spreadshirt, Steg Computer, Studio Moderna, Teknosa, Tgo.it, The eTailers, Tipp24,
                                                   TPOInformatica.com, Vente Privee, Viagogo, Wiggle, Wikimart, Wonderbox, Worldstores, Worldticketshop, Yatego, Yoox,
                                                   YouBuy.it, Zalando, Zooplus
                                                   Auto.ru, Autotrack, autovit.ro, bakeca.it, car.gr, Casa.it, Easyroommate, Experteer, Funda, Idealista, Immobiliare.it, Jaap.nl,
Online Classified               12        Advanced Jobs.ch, Kariyer.net, meinestadt.de, milanuncios.com, Moto.it, quoka.de, Qype, ria.ua, Rightmove, Sahibinden, Schibsted,              9.3               
                                                   Scout24, standvirtual.com, Stepstone, totaljobs, Trader Media Group, Yakaz, Zoopla
                                                   Availpro, BCD Holdings, bravofly, Cheapflights, easy voyage, eDomizil, eLeisure, Expotel, Fastbooking, Holidaycheck,
                                                   Hoseasons, Hostelbookers, HRS, i:FAO, INTER CHALET, Interhome, Low Cost Travel Group, OctopusTravel.com, odigeo, Pierre &
Online Travel                   58         Mature                                                                                                                                        8.0             
                                                   Vacances, Rumbo, Seat24, Skyscanner, spareroom.co.uk, TheTrainline.com, Travel Republic, TravelHorizon, Trivago,
                                                   VoyagePrive, Webres
Portals/Diversified             10          Mature Begreat, Interia, Onet, Rambler, RosBusinessConsulting, Seznam, Softonic, Unister, United Internet, Yandex                             6.3              
                                                   Babylon, Check24, Companeo, Conduit, Confused.com, Courtier Meilleurtaux.com, Educaedu, Emagister, Interhyp,
Lead Generation                 6         Advanced                                                                                                                                       5.5               
                                                   Moneyexpert, Moneysupermarket, MutuiOnline SpA, PagesJaunes, Perform Group, SEAT, Skyscanner, Trovit, Truvo, Twenga
Betting                         2         Advanced Betfair, Bwin                                                                                                                         5.0             
                                                   1C Company, Alaplaya, Ankama, Astrum, Bigpoint, CCP hf, Crytek, eRepublik, Game Insight, GameDuell, Gameforge, Gamigo,
Online Gaming                   6           Early                                                                                                                                        4.6              
                                                   Innogames, Jagex, King.com, MindCandy/Moshi, Miniclip, Playagames, Spil Games, Travian Games
Info Services                   2         Advanced Acturis, Boursorama, Bureau van Dijk, Call Credit, dunnhumby, Hometrack, Juris, Mendeley, Netvibes, vlex, Zylab                       3.0               
                                                   Adconion, Adscale, Aedgency, Afilo, Antevenio, Astramedia, Criteo, Cube Group / Netsales, eCircle, Hi Media, lbi international,
Online Advertising              23        Advanced                                                                                                                                       2.9              
                                                   Maxymiser, Metrixlab, Mythings, Netaffiliation, Sponsorpay, TradeDoubler, Zanox
Anti-Virus                      2           Early  AVAST, AVG, Avira, eset, Kaspersky, Panda Security, Sophos                                                                            2.7             
Online Payment                  2         Advanced Adyen, ChronoPay, Clear2Pay, icepay, Moneybookers, ogone, Rentabili Web, Retail Decisions, Wire Card                                  2.2             
Financial Services              5           Early  eToro, IG Group, Oanda, Saxo Bank, Wonga, Zulutrade                                                                                   2.2              
                                                       BullionVault, Fotolia, Justgiving, Lieferheld, Livebooking Network, Restopolitan.com, Teleroute, Timocom, Tradingpartners,
Marketplace                     6            Early                                                                                                                                       1.7               
                                                       TRANS European, Transporeon, Wtransnet
Social Networks                  1           Early     Badoo, Nasza Klasa, Stardoll, StudiVZ, Sulake, Viadeo, vkontakte.ru, WAYN, Xing                                                   1.7              
E-commerce Infrastructure        3                 Arsys, Bertelsman Services Group, D+S, docdata, Euroweb, Hermes, Kiala, YCD Multimedia                                                1.6              
Paid Services/Content            3        Advanced Be2, ElitePartner, NTR Global, Parship, Spinvox, TeamViewer, Template Monster, United Maps, Wix                                       1.5              
Content                          3        Advanced     Beaufort Media, Best Of Media, CCM Benchmark, Glam, Populis, VRWAY                                                                1.3              
SaaS                             5        Advanced     ePages Software, Huddle, IBX Group, Neteven, Rate Tiger, SOHO OS, Tagman, Veeam                                                   1.0             
Mobile Internet                  1          Early      24-7 Entertainment, Acotel, Netsize, Vitaminic, Zed                                                                               0.5              
Online Music                    <1          Early      Simfy.de, Soundcloud, Spotify                                                                                                     0.4              
Apps                             1          Early      Ebuddy, Nimbuzz, OVH SAS, Waze                                                                                                    0.3              
Online Market Research           1        Advanced     Metrixlab                                                                                                                         0.2             


 Note: Values estimated by NOAH Advisors.                                                                 11
Europe’s Largest Internet Companies
A significant number of companies valued above €200 million

                     Selected European Internet Companies with Estimated Valuation of €200m+




                                                       12
Selected Investor References
The best trust us and work with us

     Name                 Background and Deal Experience                                              Name                    Background and Deal Experience
     Dom Vidal             Index Ventures is one of Europe’s leading Internet VC group               Martin Weber             More than 14 years of experience in the private equity
     (Partner Index        Joined Yahoo! from Kelkoo, when Yahoo! acquired the company               (Holtzbrinck Ventures,    industry
     Ventures)              in March 2004                                                             Managing Partner)        Has invested in more than 80 companies, built several
                           CEO of Yahoo! Europe from 2004 to 2007                                                              category leading businesses in consumer internet
                           Deals: Kelkoo, Adconion, Be2, Criteo                                                               Deals: Brands4Friends, Parship, Experteer, GameDuell, My-
                                                                                                                                Hammer, Adscale, Zalando
     Harry Nelis             Accel is a leading globally active VC                                   Greg Lockwood            Involved in early stage internet investing as a partner with UBS
     (Partner Accel          Before joining Accel, was at Perry Capital, a $10bn hedge fund          (Partner Piton Capital)   Capital and as an angel investor since 1996
     Partners)               Spent a decade in Silicon Valley and was founder of E-motion                                     Recently founded Piton Capital to invest in marketplace
                             Deals: Gameforge, Check24, Kayak, Netvibes, Onforce, Double                                      Sunrise, Betfair (and former Chairman of betfair)
                              Fusion, Spreadshirt

     Klaus Hommels         Klaus is Europe's most successful and respected angel investor            Nicolas Massard          Principle at leading U.S. growth capital fund, joined in 2010
     (Klaus Hommels        Joined AOL in 1995                                                        (Principal, Abry         Joined Spectrum in January 2002 from Continuum Group, a
     Capital)              Deals: AOL, Freenet, Skype, King.com, Stardoll, XING, Spotify,            Partners)                 London-based communications venture capital firm
                            Xing                                                                                               Deals: Demand Media, Riskmetrics, Eutelsat, Classic Media,
                                                                                                                                etc.
     Jonathan Meeks        TA Associates is a leading European growth capital investor               Tomas Diago              Founder of Softonic.com, one of the most visited sites in Spain
     (Partner TA           Deals: M&M, eCircle, Micromax, AVG, Fotolia, eDreams,                     (Founder/CEO              with 70m monthly unique visitors
     Associates)            GlobeOp, OpenLink, Radialpoint, Datek Online Holdings, Idea               Softonic)                European leader in software downloading
                            Cellular and The Island EC                                                                         Second client of NOAH Advisors
                                                                                                                               Sold a <15% stake to U.S. listed Digital River in Dec 2009
     Patrick Healy         HF is the globally leading private equity investor in the Internet        Jörg Mohaupt             Formerly with Providence Equity Partners, Morgan Stanley and
     (Partner Hellman &     sector                                                                    (Head of TMT,             Lehman Brothers. Co-founder of Continuum Group
     Friedman)             Deals: Doubleclick, Getty Images, Web Reservations, IRIS, SSP             Access Industries)       Deals: Casema, Canal Digitaal, Com Hem, Digiturk, Versatel,
                                                                                                                                Bibit, Perfrom Group, Acision, Warner Music
     Antonio González      Founding partner and main shareholder of Grupo Intercom                   Jo Schull                A bulge-bracket private equity and growth capital investor
     Barros                 (founded 1995)                                                            (Head of Europe,         Focuses on firm's European technology, media and
     (CEO Grupo            Intercom is a successful incubator model focused on Spain                 Warburg Pincus)           communications investments, as well as its investment
     Intercom)             Deals: Softonic, InfoJobs, Emagister, over 20 start-ups                                             activities in emerging Europe
                                                                                                                               Deals: Ziggo, FiberNet, Centrum, Nectar (Loyalty Management)

     Oleg Tscheltzoff      European serial entrepreneur. Founded Amen and Fotolia,                   Paul Tustain             Launched BullionVault in 2005 and since then he has overseen
     (CEO Fotolia)          Europe’s leading stock photography company                                (CEO/Founder              its expansion to the £250m turnover business it is today
                           First client of NOAH Advisors                                             BullionVault)            Also founded SAM Systems in 1990
                           Deals: Amen, Fotolia
     Lars Hinrichs         Founder of Xing. One of Germany’s most successful start-ups               John Lindfors            Head of the European Technology and the Media Investment
     (CEO HackFwd)         Cinco Capital is building a portfolio of holdings in private &            (DST)                     Banking Group at Goldman Sachs
                            public companies                                                                                   Deals: Numerous (incl. Facebook fundraising)
                           Deals: Xing, Boettcher Hinrichs AG




                                                                                                 13
Completed Transactions
                               May 2012                              April 2012                  July to December 2011                           December 2011                          November 2011



$150 million growth equity investment              Sale of 100% in                  Identifying European Acquisition               Fund raising for                   Sale of a majority stake in
                from                                                                            Targets for



 for a 50% stake alongside Fotolia’s
     Founders and TA Associates                          to                                                                                                                      to
 Additional $150 million senior debt                                                                                       from various investors including          Quants Financial Services AG
              financing                                                                                                            Angel Investors
    Exclusive Financial Advisor to              Financial Advisor to                                                                                                 Exclusive Financial Advisor to
     Fotolia and its shareholders           Toprural and its Shareholders                Advisor to Reach Local                Advisor to Work4 Labs                 grupfoni and its Shareholders




                              August 2011                              July 2011                              April 2011                                April 2011                              April 2011

                                              Sale of a majority stake in                                                          Fund raising for                   Sale of a majority stake in
           Fund raising for
                                                                                    have acquired a majority stake in


                                                                                                                                                                                  to
                 to                                                                          for $350m from
       from various investors                                                                                                   from various investors

                                                                                   Exclusive Advisor to Summit Partners
                                                                                                                                Advisor to AdTelligence                   Advisor to Yatego
        Advisor to RankAbove                     Advisor to EnGrande                         and TA Associates




                              March 2011                            October 2010                              June 2010                         December 2009                                   April 2009

       Call option agreement                        Investment in                            Investment in                          Partial sale of                      $80m partial sale of
        for an investment in



                                                                                                                                          to                                      to
                                                         by                                        by


       by an undisclosed party
                                                                                                                              Valuing Softonic at €175m

        Advisor to EnGrande                     Advisor to JamesList                     Advisor to BullionVault                  Advisor to Softonic                     Advisor to Fotolia




                                                                                                  14
$300m Fotolia Investment is EU’s Largest Internet LBO in 2012
NOAH Advisors has been working with Fotolia since early 2009 and introduced KKR to the deal opportunity

                                                     May 2012                                             Overview of Fotolia
                                                                 Fotolia is the leading European crowd-sourced market place for microstock images and video content
                                                                    where over 3 million members to buy and license micro-stock images
       $150 million growth equity investment from                The Company was founded in October 2005 by Oleg Tscheltzoff and Thibaud Elziere. Management self-
                                                                    funded the company to become a major internet player, with market leading positions across Europe, and
                                                                    strong brand recognition (known as leader and creator of micro-stock in Europe)
                                                                   Over 145,000 professional and amateur photographers license their images via Fotolia
     for a 50% stake alongside Fotolia’s Founders and
                                                                   With over 17 million digital images and videos to choose from, Fotolia offers one of the largest image
                                                                    databases of quality, for SMEs, individuals, graphical professionals, and corporates. Fotolia websites are
                                                                    operated in 15 countries in 11 languages (English, French, German, Spanish, Italian, Portuguese, Polish,
                                                                    Russian, Japanese, Turkish, and Korean)
                                                                   High structural market growth, attractive B2B online marketplace characteristics, predictable revenue
                                                                    streams and strong Fotolia leadership position driven by best-in-class management team make Fotolia a
      Additional $150 million senior debt financing                 highly attractive growth investment for KKR
             Total $300 million investment                         The company has a global organization of about 80 employees, headquartered in New York

                                                                                                         Transaction Summary
              Exclusive Financial Advisor to                     KKR is making a $150 million growth equity investment in Fotolia for a 50% stake. In addition, KKR, TA
               Fotolia and its shareholders                         Associates and Management worked with KKR Capital Markets, who acted as sole arranger, HSBC, Lloyds,
                                                                    GE Capital, IKB and Mizuho to put in place a senior $150 million senior financing for the Company. KKR's
                                                                    ability to raise this amount of debt in a challenging European financing market, clearly differentiated KKR
                                                                    in this transaction
                     Deal Teams                                    Although Fotolia is not raising new funds as part of the deal, the new partners will help it to expand
                                                                    internationally, accelerate business development, and fund future acquisitions
                 Oleg Tscheltzoff, Thibaud Elziere                 Fotolia received is first growth investment from TA Associates in April 2009

                                                                                                         NOAH Advisors’ Role
                 John Meeks, Timo Kienle                         Fotolia has been a close relationship of NOAH Advisors for over 3 years
                                                                 In April 2009, NOAH Advisors advised the Fotolia founders in their sale of a majority stake to TA Associates
                 Philipp Freise, Lucian Schonefelder, Vania      NOAH had worked intensively with Fotolia and its shareholders on various strategic opportunities and
                 Schlogel, Thijs van Remmen, Justin Lewis-          introduced the deal to KKR, with whom NOAH has as long-standing institutional relationship
                 Oakes, Valeria Rebulla
                                                                 NOAH Advisors acted as exclusive M&A financial advisor to Fotolia and its shareholders, and facilitated a
                 Marco Rodzynek, Yoram Wijngaarde,                  fast execution based on in-depth knowledge the company, and intelligence around the best potential
                 Jan Brandes                                        investor candidates

                                                                                    15
Toprural Transaction Case Study
NOAH Advisors advised on the sale of the leading Spanish vacation rental website

                                                April 2012                                          Overview of Toprural
                                                              Toprural is a rural accommodation search engine focused on independently owned rental
                     Sale of 100% in                            properties in rural France, Spain, Italy and Portugal
                                                                - Clear market leadership in Spain
                                                              The company has ~12k paid and ~30k free listings for bed-and-breakfast properties and
                                                                vacation rentals
                                                              The Toprural website operates in 8 languages, including English Spanish, Portuguese, French,
                           to                                   Catalan and Dutch and features accommodations varying from farmhouses in Tuscany to fincas
                                                                in Mallorca
                                                              The company was founded in 2000, has 46 employees and is based in Madrid

                                                                                                    Transaction Overview
                                                              On 2 April 2012, HomeAway Inc., the world’s largest online marketplace for vacation rentals
    Financial Advisor to Toprural and its Shareholders
                                                                based in Austin, Texas, USA, acquired a 100% of Toprural for an undisclosed amount in an all-
                                                                cash transaction
                                                              The acquisition broadens HomeAway’s reach in Europe and adds inventory that appeals to a
                                                                seekers of long weekend getaways to small towns or countryside destinations
                     Deal Team                                Following the acquisition, COO Rafael Pérez-Olivares Hoepfl will serve as General Manager and
                                                                replace François Derbaix, who will stay on as a consultant during the transition.
               Francois Derbaix, Founder and CEO
               Rafael Pérez-Olivares Hoepfl, COO              Toprural is the 18th acquisition for HomeAway

                                                                                                    NOAH Advisor’s Role
               Marco Rodzynek, Yoram Wijngaarde,
               Jan Brandes                                    NOAH Advisors has been working with Toprural and its shareholders since early 2010
                                                              Toprural and NOAH Advisors worked together intensively, exploring options with a number of
                                                                strategic and financial investors
                                                              NOAH Advisors acted as financial advisor to Toprural and its selling shareholders

                                                                              16
grupfoni Transaction Case Study
NOAH Advisors advised on the majority sale of the market leading group buying company in Turkey

                                                November 2011                                           Overview of grupfoni
                                                                  The company operates Turkey’s leading group buying site with 1.4 million members, over 300k
                  Sale of a majority stake in                       followers on Facebook and up to 150k daily visitors
                                                                  To date, the company has sold over 1.4 million coupons in over 7,000 deals in the categories
                                                                    restaurants, beauty, travel, nightlife amongst others
                                                                  grupfoni was founded in June 2010 in Istanbul by Burak Hatipoğlu and Münteha Mangan
                                                                  grupfoni has established a market leading position in the Turkish group buying market despite
                                                                    competition, mainly from Grupanya and SehirFirsati (Groupon)

                              to
                                                                  Turkey is one of the most exciting e-commerce markets in Europe with Internet penetration of
                                                                    ~45% and e-commerce usage only 5% of the population the last 12 months
                                                                     Young, emerging Internet population (40% are below 24, over 70% under 34) with relatively
                                                                       low, but increasing purchasing power
            Quants Financial Services AG
                                                                                                        Transaction Overview
  Exclusive Financial Advisor to grupfoni and its Shareholders    On 9 November 2011, Quants Financial Services AG, a Swiss investment company acquired a
                                                                    majority stake in grupfoni for an undisclosed amount
                                                                  For majority shareholder Group Buying Global (GBG), a Zurich-based holding company run by
                                                                    Klaus Hommels and Oliver Jung, the transaction represents the latest in a series of highly
                                                                    successful exits from its portfolio of global group buying and private sales operators, following
                        Deal Team                                   e.g. Markafoni and DeinDeal
                                                                  Management shareholders will continue to lead the company, backed by its new investors
                  Burak Hatipoglu, Co-founder and CEO
                  Münteha Mangan, Co-founder and CSO
                                                                                                        NOAH Advisor’s Role
                  GBG: Klaus Hommels, Oliver Jung, Manu           NOAH Advisors has maintained a close relationship with Group Buying Global for two years and
                  Gupta                                             has worked with Klaus Hommels and Oliver Jung on multiple occasions
 Sellers
                  AlterInvest: Samih Toukan, Hussam Khouri
                  Emre Kurttepeli                                 NOAH Advisors was mandated following inbound interest to acquire the grupfoni
                                                                  grupfoni and NOAH Advisors worked together intensively, exploring options with a number of
                  Marco Rodzynek, Jan Brandes,                      strategic and financial investors
                  Yoram Wijngaarde
                                                                  NOAH Advisors acted as exclusive financial advisor to grupfoni and its selling shareholders
                                                                                  17
EnGrande Transaction Case Study
NOAH Advisors partnered with EnGrande, exploring a range of strategic alternatives, resulting in a highly
successful outcome for all parties
                                                 July 2011                                           Overview of EnGrande
               Sale of a majority stake in                    EnGrande S.L. ("EnGrande" or "the Company") was established in 2003 by founder and CEO John Erceg to
                                                                 generate bookings for budget hotels and apartments
                                                              Following a period of rapid expansion across Europe and selected cities in America and Asia-Pacific, the
                                                                 Company now has more than 7,000 establishments worldwide directly contracted to its service and
                     the owner of                                processes more than €80 million of bookings per annum
                                                                EnGrande's websites, which include www.budgetplaces.com, and a network of dedicated 30's city
                                                                 websites, such as www.london30.com and www.amsterdam30.com, are aimed at cost-conscious, mostly
                                                                 European leisure and business travellers
                                                                The Company employs 85 staff and is headquartered in Barcelona with offices in New York and Dublin
                           to
                                                                The EnGrande team is passionate about finding new well-located, cheap and clean establishments,
                                                                 partnering with hoteliers to fill their rooms profitably with a unique easy-to-use backoffice system which
                                                                 offers maximum administrative efficiency

                                                                                                      Transaction Rationale
                                                              The online accommodation bookings market has proven to be a massive opportunity. Gross bookings of
                                                                 the European hotel sector are estimated to total about €85 billion per annum, of which online bookings
      Exclusive Financial Advisor to EnGrande S.L.
                                                                 currently account for around €14 billion
                                                                The European budget accommodation sector itself is currently worth approximately €15 billion per annum
                                                                 and is rapidly growing, in part due to the expansion of low cost carriers
                                                                The fragmented nature of accommodation suppliers and their low online penetration presents EnGrande
                                                                 with a strong opportunity to accelerate the growth of its network of providers
                     Deal Team                                  A key part of the growth plan is a shared commitment to grow the platform to become the leader in the
                                                                 budget accommodation category
                                                                Palamon Capital Partners is a leading European mid-market private equity firms
              John Erceg (founder and CEO)
                                                                The terms of the transaction were not disclosed

                                                                                                      NOAH Advisor’s Role
              Fabio Massimo Giuseppetti, Jaime-Enrique
              Hugas, Ricardo Caupers                          EnGrande decided to partner with NOAH Advisors, following inbound interest to acquire the Company
              Sponsor: Louis Elson                            EnGrande and NOAH Advisors worked together intensively on exploring a wide range of strategic
                                                                 alternatives, while the Company grew from strength to strength was able to scale its platform rapidly
              Marco Rodzynek, Yoram Wijngaarde, Jan
              Brandes                                         NOAH Advisors acted as exclusive M&A financial advisor to EnGrande


                                                                                18
Bigpoint Transaction Case Study
NOAH Advisors identified the Bigpoint opportunity early on, and re-introduced the deal to Summit Partners and
TA Associates based on superior insight into the situation
                                                      April 2011                                                Overview of Bigpoint
                                                                       Bigpoint was founded in 2002 by Heiko Hubertz (co-CEO) in Hamburg and has become a globally leading
                             and                                          online gaming company, with over 185m registered users in over 150 countries, 250,000 daily
                                                                          registrations, millions of paying users, and 1 million+ concurrent users
  are jointly investing $350m to acquire a majority stake in             Its 60 active browser games in 25 languages include core games such as Seafight and DarkOrbit, next-
                                                                          generation 3D games such Battlestar Galactica Online, and casual-social games such as Farmerama and
                                                                          Zoomumba. A strong pipeline includes The Mummy and RamaCity
                                                                         Bigpoint’s games are free-to-play, with paid virtual items. Paying users spend an average of circa €20 ($29)
                                                                          per month and purchase over a billion virtual items every day
                                                                         Bigpoint is one of the best-positioned online gaming platforms, in the sweet-spot of a market with several
                                                                          structural growth dynamics (fast growing $15b+ online gaming market, the $2.5b+ free-to-play model
                             from                                         outgrowing the market) and better developer risk-return characteristics
                                                                         Bigpoint has built an industry-leading platform in terms of user analytics, virtual items sales, a diversified
                                                                          portfolio of strong games in different segments, coupled with a strong pipeline
                                                                         The company’s strong growth track-record, industry-leading profit margins, and high-quality management
                                                                          team made it a highly attractive investment opportunity for TA and Summit
               Exclusive Financial Advisor to
             Summit Partners and TA Associates
                                                                                                               Transaction Summary
                                                                       TA Associates and Summit Partners are jointly investing $350 million for a majority stake. Heiko Hubertz,
                                                                          Bigpoint’s founder and co-chief executive, will retain his 30% stake
                                                                       Comcast Interactive Capital, GMT Communications and General Electric sell down their stakes. GMT and
                                                                          GE will retain a minority stake. GMT and NBC Universal acquired a 70% stake in June ‘08 at a $110m
                       Deal Team                                          valuation. They have made a fivefold return on their investment
                  Heiko Hubertz, Arthur Bastings, Simon Guild,           Although Bigpoint is not raising new funds as part of the deal, the new partners will help it to expand
                  Nils Holger Henning, Philip Reisberger, Tobias          internationally, make acquisitions and develop software
                  Reisberger, Michael Gutsmann, Jan Wergin               Completion is subject to regulatory approval and other standard conditions
                  Scott Collins, Christian Strain, Vincent Lambert,
                  Nicolas Slim, Ronan Gouello                                                                   NOAH Advisor’s Role
                                                                       Bigpoint has been a close relationship of NOAH Advisors for close to two years
                  John Meeks, Morgan Seigler, Khaled Heliouli
                                                                       NOAH had intensively followed Bigpoint as a potential transaction opportunity and re-introduced the deal
                  Marco Rodzynek, Yoram Wijngaarde,
                                                                          to Summit Partners and TA Associates based on superior insight into the situation
                  Jan Brandes                                          NOAH Advisors acted as exclusive M&A financial advisor to Summit and TA, bringing in-depth knowledge
                                                                          of the online gaming sector, the company, and intelligence around the opportunity


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#1 Regional Advisor DACH by Real Deals




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