42
INTRODUCTION TO NOAH ADVISORS MARCH 2018 ®

CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

  • Upload
    others

  • View
    2

  • Download
    0

Embed Size (px)

Citation preview

Page 1: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

INTRODUCTION TO

NOAH ADVISORS

MARCH 2018

®

Page 2: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

INTRODUCTION TO

NOAH ADVISORS

TABLE OF CONTENTS

Corporate Finance Practice

NOAH Conference

Select Completed Transactions

3

14

26

®

2

Page 3: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

INTRODUCTION TO

NOAH ADVISORSCORPORATE FINANCE PRACTICE

®

3

Page 4: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Selected Completed NOAH Transactions

Focus on Leading European Internet companies

Covering over 400 companies across 25 online verticals, a broad range of over 500 investors as well as 100+ online-focused corporates

Deep understanding of industry dynamics

Ability to add value beyond banking advice

Facilitates overall process and minimizes management distraction

NOAH Advisors is globally well connected and has direct access to virtually all key players in the industry

Knowledge of and strong relationships with potential buyers’ key decision makers

Proactively finds and unlocks attractive investment opportunities for leading investors

Annual NOAH Conference in its 8th year

Over 40 years of combined relevant M&A experience

Routine execution of M&A and financing transactions with sizes of several billion euros

30 successfully completed NOAH Advisors transactions underline successful transfer of M&A competencies to the Internet sector

Entrepreneurial mind-set, focused on growing the business and establishing a reputation for excellence

Ability to deliver top results in short time frames

Highly success-based compensation structures align interests of clients and NOAH Advisors, and demonstrate conviction to deliver top results

Creative deal solutions

December 2014

September 2014

October 2014

May 2014

Sale of 100% of

for $800m to

Exclusive Financial Advisor to Fotolia and the Selling Shareholders

Sale of 100% of

for €80m to

Exclusive Financial Advisor to Trovit and its Shareholders

Sale of controlling stake in

to

Exclusive Financial Advisor to Facile.it and its Shareholders

sold 100% of

for $228m to a joint venture between

Exclusive Financial Advisor to Yad2 and its Shareholders

Unique Industry Know-How

Unmatched Network and Relationships

Strong Investment Banking Competence

Full Commitment - We Are Entrepreneurs!

EUROPE’S LEADING INTERNET CORPORATE FINANCE BOUTIQUE

September 2016October 2016

Financial Advisor to Oakley Capital

®

Marco RodzynekManaging Director & Founder

[email protected]+41 799 581 512

Jan BrandesManaging Director

[email protected]+49 174 2010 984

The NOAH Advisors Core Banking Team

Nikhil ParmarDirector

[email protected]+44 7521 835 241

Acquisition of a Majority Stake in

by

from

at a valuation of €300m

Investment in

Exclusive Financial Advisor to KäuferPortal and its Shareholders

by

84% Ownership

December 2016August 2017

Financial Advisor to Silver LakeFinancial Advisor to EMK Capital

Investment inAcquisition of a Majority Stake in

byby

at a valuation of $200m

Aleksander SkwarczekAnalyst

[email protected]+48 692 270 613

4

Page 5: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

BUYOUT

GROWTH CAPITAL

INV

ES

TO

RSIN

TE

RN

ET

VENTURE CAPITALOTHERLARGE CAP INTERNETMEDIA

CORPORATES

SERVICE PROVIDERS

LAT

E S

TAG

EE

AR

LY S

TAG

ETHE NOAH ECOSYSTEM

PR AGENCIES

ADVERTISING

CONSULTING

eventures

RECRUITING

ACCOUNTING

LEGAL

®Connecting Leaders to Support the European Digital Ecosystem

5

Page 6: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

EUROPE’S LARGEST INTERNET COMPANIESA significant number of companies valued above €100 million

ADVERTISING

LEAD GENERATION & MARKETPLACES TRAVEL APPS

SERVICES

CLASSIFIEDS

GAMING

ECOMMERCE

®

6

Page 7: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

UNIQUE ACCESS TO A WIDE RANGE OF INTERNET INVESTORSLong lasting relationships with strategic and financial investors

®

Coverage of 75,000 industry leaders through conferences and M&A

INTERNET LARGE CAP

VC AND GROWTH FUNDS

ANGELS / FAMILY OFFICES

HEDGE FUNDS

PRIVATE EQUITY

TRADITIONAL TMT & RETAIL

7

Page 8: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

NOAH HAS ACQUIRED UNIQUE UNDERSTANDING OF THE EUROPEAN ONLINE ECOSYSTEM®

EBITDA CAGR 2017E-2019E

EBITDA MARGIN 2018E

CASH CONVERSION: FCF / EBITDA 2018E

SECTOR KPIs

Note: Calculation based on sector aggregates.

Europe

Europe

Europe

14%

19%

38%

35%

57%

49%

18%

37%

45%

45%

13%

54%

25%

28%

44%

35%

16%

63%

23%

13%

48%

15%

29%

49% 48%

8% 5%

11%

49%

32%

94%

41%

32%

54%

28%

31%

48%

21%

29%

47%

21%

28%

44%

11%

19%

44%

9%

20%

43%

8%

19%

29%

5%

United States

United States

United States

Gaming

Marketplaces

Classifieds

Social

Gaming

Classifieds

Advertising

Social

E-commerce

E-commerce

Marketplaces

Travel

E-commerce

Search & Portals

Search & Portals

Advertising Lead Generation

Lead Generation

Social

Gaming

Advertising

Lead Generation

Search & Portals

Travel

Classifieds

Travel

29%

Marketplaces

8

Page 9: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

HISTORICAL VALUATION BY REGION

44.6x

40.3x

18.4x

14.2x

5.8x

12.5x

2.6x

8.2x

2.6x

22.9x

11.8x

11.6x

12.2x

20.1x

12.6x

9.3x

8.3x

10.5x

UNDERSTANDING COMPANY VALUATIONS®

EUROPE EV / EBITDA 2018E

EV / 1 YEAR FORWARD EBITDA

GROWTH DRIVEN VALUATION SECTOR VALUATIONS

EV / EBITDA 2017E

EBITDA CAGR 2017E-2019E

40x

50x

35x

20x

25x

30x

15x

10x

5x

30x

20x

10x

5%

Jan-

10

Sep

-12

May

-15

Jan-

12

Sep

-14

May

-17

Jan-

11

Sep

-13

May

-16

May

-10

Jan-

13

Sep

-15

May

-12

Jan-

15

Sep

-17

May

-11

Jan-

14

Sep

-16

Jan-

18

Sep

-10

May

-13

Jan-

16

Sep

-11

May

-14

Jan-

17

15%10% 20%

Europe United States Rest of World

Classifieds

LeadGeneration

Search &Portals

E-commerce

Marketplaces

Social

Travel

Gaming

Advertising

March 2018

Europe United States

Note: Calculation based on sector aggregates.Note: NTM EBITDA derived by time-weighted estimates. Forward multiples are median values for region.

Note: Size of bubble represents Enterprise Value.

9

Page 10: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Acquisition of a Majority Stake in

by

from

at a valuation of €300m

SELECT COMPLETED TRANSACTIONS

September 2015

July 2015

October 2016August 2017 December 2016 September 2016

May 2016 November 2015 August 2015

December 2014 September 2014October 2014

Sale of a 70% stake in

Primary funding for

Investment in$5m fundraising and

NOAH as the Lead Investor$30m fundraising and NOAH

as Co-Investor

to

from

by

Exclusive Financial Advisor to Drushim and its Shareholders

Advisor to BIScience

Exclusive Financial Advisor to KäuferPortal and its Shareholders

Financial Advisor to EMK Capital Financial Advisor to Silver Lake Financial Advisor to Oakley Capital

Exclusive Financial Advisor to 10Bis and its Shareholders

Exclusive Financial Advisor to Pipedrive Exclusive Financial Advisor to Aloha

Exclusive Financial Advisor to Trovit and its Shareholders

Sale of 100% of

for $800m to

Exclusive Financial Advisor to Fotolia and the Selling Shareholders

Sale of 100% of

for €80m to

Sale of controlling stake in

to

Exclusive Financial Advisor to Facile.it and its Shareholders

®

10Bis Drushim

Investment inAcquisition of a Majority Stake in Investment in

bybyby

84% Ownershipat a valuation of $200m

10

Page 11: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

SELECT COMPLETED TRANSACTIONS (Cont’d)

December 2011

August 2011

May 2012 April 2012 November 2011

July 2011 April 2011April 2011

Advisor to RankAbove Exclusive Advisor to AdTelligence

®

$150 million growth equity investment from

for a 50% stake alongside Fotolia’s Founders and TA Associates Additional $150 million

senior debt financing

Financial Advisor to Fotolia and its Shareholders

Sale of 100% in

to

Financial Advisor to Topruraland its Shareholders

Fund raising for

from various investors including Angel Investors

Advisor to Work4 Labs

Sale of a majority stake in

to

Quants Financial Services AG

Exclusive Financial Advisor to grupfoni and its Shareholders

Fund raising for

from various investors

to

at a valuation of €40m

Sale of a majority stake in

Exclusive Advisor to EnGrande

have acquired a majority stake in

for $350m from

Exclusive Advisor toSummit Partners and TA Associates

Fund raising for

from various investors

February 2013

Exclusive Financial Advisor to Softonic and its shareholders

Growth equity investment from

for a 30% stake alongside Softonic’s Founders and Angel Investors

at a valuation of €275m

May 2014

sold 100% of

for $228m to a joint

Exclusive Financial Advisor to Yad2 and its Shareholders

August 2014

sale to

Advisor to the Selling Shareholders

September 2014

Analysed Strategic Alternatives for mytaxi

11

Page 12: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Previous ExperienceBa in International Business and Management from Euro-pean Business School London

Previous ExperienceManager in International Business Department of SOE “Belaeronavigation” (Civil Aviation Industry)

Previous ExperienceAssistant Director of Sales in HERMES POLANDBusiness Owner’s assistant in Ledkos

Martina GrivnovaVP Conference ManagementWith NOAH Advisors since May-17

Marina KrolovichAssistantWith NOAH Advisors since Jan-12

Daniel WasowiczHead of Data TeamWith NOAH Advisors since Feb-16

Previous Experience12+ years experience in visual and user interface design, and UI development

Previous ExperienceSales & Marketing, QP Magazine @ The Telegraph, LondonClient Service, Global Forest Partners, NH, USA

Previous ExperienceDigital content creation, creative concept development, covering the full audio-visual production chain, content distribution and optimization 14+ years in the new media industry10+ years audio-visual production

Paula GarcíaVP NOAHWith NOAH Advisors since Jan-16

Marco BombachCreative DirectorWith NOAH Advisors since Jun-10

Gema AlbaNew Media DesignerWith NOAH Advisors since Jun-15

Previous Experience9+ years experience in software developmentBSc in Computer Engineering

Maria del Mar PérezCTOWith NOAH Advisors since Feb-17

The NOAH Advisors TeamMarco RodzynekManaging Director & [email protected] Mobile: +41 799 58 1512

Previous ExperienceLehman Brothers, 1998 - April 2009 (acquired by Nomura end 2008) - Head of Internet, Media Investment Banking 40+ completed M&A deals ($95bn+), including:

Previous ExperienceBSc in Economics and MSc in Economics (with specialisation in Finance) from the London School of EconomicsCompleted M&A deals include:

Previous ExperienceM&A / corporate finance at IPOPEMA Securities, EY and KPMGCompleted M&A deals include:

Previous ExperienceLehman Brothers, 2005 – May 2010 (Nomura from end 2008) - Media/TMT Investment Banking20+ completed M&A deals, including:

Jan BrandesManaging DirectorWith NOAH Advisors since Aug-10

[email protected]: +49 174 2010 984

Nikhil ParmarDirectorWith NOAH Advisors since Jul-12

Aleksander SkwarczekAnalystWith NOAH Advisors since Sep-15

®

Previous ExperienceLehman Brothers / Nomura, Industrials, 2005-2012Royal Bank of Canada, Industrials, 2013-2015Selected transactions include:

Previous ExperienceExecutive with +18 years of experience leading global Digital CompaniesSVP and co-Founder for Softonic International, CEO for iContainersActive Business Angel and Advisor MBA and PDD by the IESE Business School

Justus LumpeManaging DirectorWith NOAH Advisors since Dec-15

[email protected]: +44 77 0811 6401

Jaime JiménezManaging DirectorWith NOAH Advisors since Jan-18

[email protected]: +34 606 133 812

Previous ExperienceChairman of the Supervisory Board of Siemens AGFormer Chairman of the Executive Board and later Chairman of the Supervisory board of ThyssenKrupp AGBoard memberships include: Compagnie de Saint-Gobain, Allianz SE, Deutsche Lufthansa AG, E.ON AG, BNP Paribas S.A., Suez S.A., Volkswagen AG, ABB Ltd., Thales S.A. and Axel Springer AG

Dr. Gerhard CrommeChairmanWith NOAH Advisors since Jun-17

12

Page 13: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

SELECTED INVESTOR REFERENCESThe best trust us and work with us

Index Ventures is one of Europe’s leading Internet VC groupJoined Yahoo! from Kelkoo, when Yahoo! acquired the company in March 2004CEO of Yahoo! Europe from 2004 to 2007Deals: Kelkoo, Adconion, Be2, Criteo

European Founders have helped shape some of the most successful internet companies in the region and beyondSelect past investments include: Facebook, LinkedIn, Delivery Hero, HomeAway, Trivago

Formerly with Providence Equity Partners, Morgan Stanley and Lehman Brothers. Co-founder of Continuum GroupDeals: Casema, Canal Digitaal, Com Hem, Digiturk, Versatel, Bibit, Perfrom Group, Acision, Warner Music

A bulge-bracket private equity and growth capital investorFocuses on firm’s European technology, media and communications investments, and activities in emerging EuropeDeals: Ziggo, FiberNet, Centrum, Nectar (Loyalty Management)

Head of the European Technology and the Media Investment Banking Group at Goldman SachsDeals: Numerous (incl. Facebook fundraising)

Summit is one of the world’s leading providers of growth capitalDeals: AVAST Software, Ogone, SafeBoot, Web Reservations International, vente-privee.com among others

Maryland manages direct company investments for the Herz family office Mayfair VermögensverwaltungDeals: Puma, Germanischer Lloyd, Vapiano, DNV GL Group

European serial entrepreneur. Founded Amen and Fotolia, Europe’s leading stock photography company First client of NOAH AdvisorsDeals: Amen, Fotolia

Founder of Xing. One of Germany’s most successful start-upsCinco Capital is building a portfolio of holdings in private & public companiesDeals: Xing, Boettcher Hinrichs AG

Head of KKR’s European Media Industry teamLed investments in Fotolia Holdings and in BMG Rights Management with a significant role in a number of other transactions

Founder of Softonic.com, one of the most visited sites in Spain with 70m monthly unique visitorsEuropean leader in software downloadingSecond client of NOAH AdvisorsSold a <15% stake to U.S. listed Digital River in Dec 2009

More than 14 years of experience in the private equity industryHas invested in more than 80 companies, built several category leading businesses in consumer internetDeals: Brands4Friends, Parship, Experteer, GameDue-ll, Adscale, Zalando & more

Appointed to the position of Managing Director Res-ponsible for Financial Management at Holding Italiana Quattordicesim in December 2011A holding company which has stakes in Fininvest and B Cinque

Accel is a leading globally active VCBefore joining Accel, was at Perry Capital, a $10bn hedge fundSpent a decade in Silicon Valley and was founder of E-motionDeals: Gameforge, Check24, Kayak, Netvibes, Spreadshirt & more

Klaus is Europe’s most successful and respected angel investorJoined AOL in 1995Deals: AOL, Freenet, Skype, King.com, Stardoll, XING, Spotify, Xing

HF is the globally leading private equity investor in the Internet sectorDeals: Doubleclick, Getty Images, Web Reservations, IRIS, SSP

TA Associates is a leading European growth capital investorDeals: M&M, eCircle, Micromax, AVG, Fotolia, eDreams, GlobeOp, OpenLink, Radialpoint, Datek Online Holdings, Idea Cellular and The Island EC

Founding partner and main shareholder of Grupo Intercom (founded 1995)Intercom is a successful incubator model focused on SpainDeals: Softonic, InfoJobs, Emagister, over 20 start-ups

Dom Vidal Partner

Index Ventures

Oliver Samwer Co-founder

European Founders

Jörg MohauptHead of TMT

Access Industries

Jo SchullManaging Director

Warburg Pincus

John LindforsManaging Partner

DST

Scott CollinsManaging Director Summit Partners

Hinrich StahlManaging Director

Maryland

Oleg TscheltzoffCEO

Fotolia

Lars HinrichsCEO

Cinco Capital

Luigi BerlusconiMD

Holding Italiana Quattordicesima

Philipp FreisePartner

KKR

Tomás DiagoFounder / CEO

Softonic

Martin WeberManaging Partner

Holtzbrinck Ventures

Harry NelisPartnerAccel

Klaus HommelsCEO

Lakestar

Patrick HealyPartner - Hellman

& Friedman

Jonathan MeeksPartner

TA Associates

Antonio González Barros

CEOGrupo Intercom

®

13

Page 14: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

INTRODUCTION TO

NOAH ADVISORSNOAH CONFERENCE

®

14

Page 15: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Three Conferences, One Mission: Empower the European Digital Ecosystem

1,500+ attendees – the “who is who” of European Internet 100+ of Europe’s leading digital businesses and 80+ handpicked top start-ups on stageNew program focus: Investors and entrepreneurs tell their common success storiesPre-event matchmaking – tell us who you want to meetTotally revamped conference app and networking / matchmaking technologyTopical meeting areas to make new relevant contacts

Mission To provide a physical marketplace that facilitates funding of digital European companies at all stages

Mission Mission

~3,500 attendees – executives, investors, digital service providersUnique mix of CEOs from European traditional large caps and top-funded startups on stageFocus on emerging start-ups - 80+ handpicked young companies on the Startup StagePartner dinners and satellite events throughout the cityWorkshops and exhibitions by leading digital service providersTotally revamped conference app and networking / matchmaking technologyPre-event matchmaking – tell us who you want to meet

~800 selected attendees – 200 European corporates and 600 Israeli start-ups and leading executivesPresentations by 60+ selected Israeli investors and top start-upsCompany visits and events hosted by start-ups on day 2Casual networking eventsConference app with top search and meeting functionalitiesInvitation onlyPre-event matchmaking – tell us who you want to meet

To promote Israel - European relationships and enable funding

To bring together future-shaping executives and investors active across segments driven by digital revolution

Connecting Capital and Entrepreneurs

Connecting European Champions and Challengers

Connecting Israel’s Startups with Large Corporates and Investors

30-31 October 2018Old Billingsgate, London

6-7 June 2018Tempodrom, Berlin

9-10 April 2019Haoman 17, Tel Aviv

15

Page 16: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

HIGH PROFILE SPEAKERS

Corporate

Service Provider

Internet

Investor

Oliver SamwerFounder & CEO

Rolf SchrömgensCo-Founder & CEO

Hakan KoçCEO

Jose NevesCEO

Robert GentzCEO

Travis KalanickCEO

Henry BlodgetCEO, Editor-In-Chief

Niklas ÖstbergCo-Founder & CEO

Riccardo ZacconiFounder & CEO

Pieter van der Does CEO

Julie Linn TeiglandMP EY Germany, Switzerland, Austria

Dr. Klaus HommelsFounder & CEO

Philipp FreisePartner

Sonali De RyckerPartner

Mike LynchFounder & CEO

Patrick HealyDeputy CEO

Niklas ZennströmCEO

Rainer MaerkleGeneral Partner

Dr. Mathias DöpfnerCEO

Glenn FogelCEO

Arianna HuffingtonCo-Founder and Editor-in-Chief

Thomas EbelingCEO

Sir Martin SorrellCEO

Dr. Richard LutzCEO

John CollisonPresident

Karel DörnerSenior Partner

Simone MenneCFO

Herbert HainerCEO

Karim JalboutHead of the European Digital Practice

Alex KayyalHead of Salesforce Ventures Europe

Mikkel SvaneCEO

Ralph HamersCEO

Eric Schmidt Executive Chairman

Dr. Dieter ZetscheChairman of the Board of Management

Speakers

Partners

Workshops

Speakers

Partners

International Guests

120+

36

7

70+

17

200+

London 2017 KPIs

Tel Aviv 2018 KPIs

Speakers

Partners

Workshops

110+

81

18

Berlin 2017 KPIs

®

16

Page 17: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Company Size (# employees)

Senior Decision Makers

6,212 Unique Attendees to Date200+ Unique Speakers

~60% senior decision makers

Over 10,000

1001-10,000

501-1,000

251-500

101-250

51-100

11-50

1-10

C-Level

Investment Partner

Owner, Founder

Board Member

Other

13%

15%

5%

7%

11%

7%

27%

16%

28%

21%

7%

2%

42%

Internet Entrepreneurs and Executives

Corporate Executives

Investors

Service Providers

Press

Other

38%

22%

19%

17%

3%

1%

Germany

UK

Switzerland

US

Other

70%

8%

4%

2%

16%

17

Page 18: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Launched in 2009, the NOAH Conference has grown into the preeminent European event where over 4,000 senior executives and investors meet to

• Gain insights into the latest proven concepts

• Network and establish new business relationships

• Find customers and top B2B service providers

• Enjoy other events organized around the main conference (Speaker Dinner, NOAH Party, satellite events)

6,100+ Unique Attendees to Date

300+500+

Unique SpeakersCompany Financings and M&ATransactions Originated @NOAH

Internet Entrepreneurs and Executives

Investors

Corporate Executives

Service Providers

Press

Other

47%

25%

14%

9%

3%

2%

UK

Germany

Switzerland

Spain

Poland

USA

Other

33%

32%

5%

4%

4%

4%

18%

Senior Decision Makers

C-Level

Investment Partner

Owner, Founder

Board Member

Other~80% senior decision makers

49%

21%

8%

1%

21%

Company Size (# employees)

Over 10,000

1001-10,000

501-1,000

251-500

101-250

51-100

11-50

1-10

5%

10%

3%

6%

12%

10%

33%

20%

18

Page 19: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Company Size (# employees)

Senior Decision Makers

721 Attendees 70+ Speakers

76% senior decision makers

Over 10,000

1001-10,000

501-1,000

251-500

101-250

51-100

11-50

1-10

C-Level

Senior Executive

Investment Partner

Owner, Founder

Board Member

Other

11%

11%

3%

7%

11%

6%

29%

21%

36%

20%

15%

4%

2%

24%

Israel

Germany

UK

USA

Switzerland

Other

68%

10%

5%

5%

2%

9%

19

Page 20: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Oliver Samwer CEO, Rocket Internet

100 Firms on NOAH17 London Main Stage

[ ] Companies presented on Main Stage

Of which [ ] Unicorns

Of the top 100 Internet Exits in last 5 years in Eu-rope by size, [%] passed through our stage

100 Firms on NOAH17 London Main Stage

[ ] Companies presented on Main Stage

Of which [ ] Unicorns

Of the top 100 Internet Exits in last 5 years in Eu-rope by size, [%] passed through our stage

110+ speakers at NOAH18 Berlin main stage640 companies presented since 2009 (37 digital unicorns)Speakers are CEOs and foundersIncluding: Adyen, BlaBlaCar, Check24, Criteo, Deliveroo, Delivey Hero, Farfetch, Gett, HelloFresh,King.com, MoneySuperMarket, Scout24, Spotify, Stripe, TransferWise, Trivago, UBER, WeWork, Wix, Yandex, etc.

STARTUP STAGENOAH17 London: #1 The Work Crowd, #2 Misterporter, #3 EverdineNOAH17 Berlin: #1 Lalafo, #2 Bitbond, #3 TravelPerkNOAH16 London: #1 Beezer, #2 CodeMonkey, #3 EyefitUNOAH16 Berlin: #1 Fraugster, #2 123Sonography, #3 adMingle, #4 Scalable Capital, #5 Webdata Solutions

SEVENVENTURES PITCH DAYNOAH15 London SnapCamNOAH15 Berlin WithingsNOAH14 London CashboardNOAH13 London GetYourGuide

THIS IS NOAH CONFERENCENOAH CONNECTS LEADERS AT ONE PLACE USING BEST-IN-CLASS CONFERENCES AND TECHNOLOGY TO EMPOWER THE EUROPEAN DIGITAL ECOSYSTEM

SPEAKERS AT NOAH HEARING THE STORY OF EUROPEAN DIGITAL LEADERS TO LEARN

90 x 6-min pitches at NOAH BerlinCEOs and founders from emerging companies less than 4 years oldLive audience of 100 (Berlin) to 200 (London), video live stream and inclusion in NOAH media library3 winners (online voting) present on main stage at next NOAHUnique track record of funding origination

By invitation only12,000+ unique attendees to date at NOAH Conferences23,000 viewers watch the recordings or live streamsVideos and presentations of all past conferencesCorporate champions attending regularly NOAH: Credit Suisse, Daimler, Deutsche Bank, Digital McKinsey, eBay, Facebook, Google, ING, Naspers, Porsche, Priceline, ProSiebenSat.1, TUI, etc.

OUR AUDIENCE IS OUR STAGE

NOAH17 BERLIN

GermanyUKSwitzerlandUSOther

70%8%4%2%16%

C-LevelInvestment PartnerOwner, FounderBoard MemberOther

~60% senior decision makers

28%21%7%2%42%

VALUATION OF $100M+VALUATION OF $100M+MAIN STAGE: $100M MINIMUM VALUATION STARTUP STAGE FOR YOUNG EUROPEAN COMPANIES

WNNERS TO DATENOAH17 BERLIN SPEAKER BOOK

ATTENDEES BY COUNTRY

ATTENDEES BY SENIORITY

It́ s a very good conference,one can do business!“ “

CLICK TO VIEW

20

Page 21: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

NOAH CONNECTS CAPITAL AND ENTREPRENEURS TO INVEST, RAISE MONEY AND BUILD LONG TERM INVESTOR RELATIOSHIPS

NOAH hosts the top VC, Growth Capital and Buyout investors interested in Internet

We hosted on main stage 60% of the top 50 and 56% of the top 80 digital M&A Exits in Europe over the last 7 years since the launch of NOAH Conference in Nov 2009

11 Investors present their portfolio Stars on NOAH18 Berlin Main Stage

700+ VC, Growth and Buyout investors at NOAH18 Berlin

500 unique investor funds attended NOAH to date

A classic session at NOAH since 2009

Berlin 2018: Lakestar, Generation Investment Management, Insight Venture Partners, Permira and Holtzbrinck Ventures

100 - 150 detailled investor profiles with contact details and the NOAH Investor Book

We do the NOAH Investor Book since 2013

INVESTORS AT NOAH VC PANEL INVESTOR BOOK

NOAH17 BERLIN INVESTOR BOOK

TOP INVESTORS COME TO NOAH REGULARLY! - Total Attendees over the Last 8 Years

CLICK TO VIEW

1.2.3.4.5.6.7.8.9.10.11.12.13.

14.15.16.17.18.19.20.21.22.23.24.25.26.

27.28.29.30.31.32.33.34.35.36.37.38.39.

40.

41.42.43.

44.45.46.47.48.49.50.

LakestarIndex VenturesHellman & FriedmanHoltzbrinck VenturesKKRSevenVenturesTarget GlobalVitruvian PartnersGeneral AtlanticAccel PartnersTA AssociatesEight RoadsSummit Partners

Macquarie CapitalMCI Capitale.venturesActon CapitalEQT PartnersTCVSpectrum Equity InvestorsMarylandPartech VenturesInsight Venture PartnersProject A VenturesGoldman SachsHgCapital

Earlybird Venture CapitalAtomico VenturesNokia Growth PartnersNorthzoneOakley CapitalHPE Growth CapitalScottish Equity PartnersHighland Capital PartnersSilver Lake PartnersDN CapitalTPG CapitalInVenture PartnersProvidence Equity

Deutsche Telekom Capital PartnersAdvent InternationalBalderton CapitalHarbert Management CorporationPermiraEndeitVulcan CapitalCreathor VentureEMK CapitalGreat Hill PartnersFinstar Financial Group

91767468636149494642373733

32323030292925252525242423

23222020201917171616161515

15

141414

14131313131211

21

Page 22: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

PARTNERS

65 partners in 201750 exhibition stands25 workshops

25 satellite events in 2017Speakers Dinner

450 trading comparables across 40 sectors 300+ most significant transactionsTraffic analysis of key B2C sectorsNOAH Disruptor List: hottest companies by funds raisedPublished since May 2015Click here to sign up

SATELLITE EVENTS NOAH BIBLE

CLICK TO VIEW

SERVICE PROVIDERS AT NOAH TO FIND NEW CUSTOMERS OR THE MOST PROVEN SOLUTIONS AND TOOLS

NETWORKING AT NOAH DO BUSINESS AND DON’T WASTE TIME AT CONFERENCES (WE ARE CURATING YOUR CONFERENCE VISIT)

MATCHMAKING

630+ INVESTMENT FUNDS

1,000+ INTERNET COMPANIES

An introduction platform for the most relevant inves-tors and companies ahead of NOAH London and Berlin:

Over 1,200 investor meetings requests about to get sent to 630 investors2,300 company meetings requests about to get sent to 1,000 leading digital companies at all stages

Meeting spaces on site 12 meeting locations – easy to find, live and on the floorplanMeeting rooms bookable on demand

MEETING ROOMS AT NOAH BERLIN

22

Over 9,000 messages and 7,000 meetings set up at NOAH BerlinThe app used by 75% of the conference attendeesNOAH Connect App Guide

Page 23: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

OUR MOST COMPELLING SESSION

NOAH CONFERENCE 2017 HIGHLIGHTS TO WATCH

TRAVIS KALANICKFounder

DR. DIETER ZETSCHECEO

Whitney Wolfe, Bumble Andrey Andreev, Badoo

Glenn FogelPriceline Group

Investor PanelEMK Capital, Insight Venture

Partners, Target Global, iAngels

Mobility Panel BlaBlaCar, Drivy, FlixBus, DriveNow, car2go, Gett

Are you Ready for Take Off? Remo Gerber, Lilium

Florian Reuter, Volocopter

Christian SewingDeutsche Bank

Dharmash Mistry, LakestarPeter Smith, Blockchain

Online Food Delivery PanelTakeaway.com, JUST EAT,

Delivery Hero, 10bis

Sebastiaan VaessenNaspers

John CollisonStripe

23

Page 24: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

Challengers Challengers

Champions

Source: Unicorn definition actual reported data where available and NOAH estimates.Unicorns

Total Market Cap: $3tn

NOAH IS A UNICORN BREEDING GROUNDChallengers with a combined valuation of > $150bn and Champions with a combined

market cap of > $2,800bn presented at NOAH since 2009Speaking Company

Speaking Company

# of Times at NOAH

# of Times at NOAH

First Time

First Time Segment SegmentFounded FoundedRaised

($m)Raised ($m)Current Status Current Status

AdyenAutoTraderAvastAVG

Babylon HealthBlaBlaCar CareemCHECK24CloudflareCTS EventimCriteoDeliverooDelivery HeroFarfetchFotoliaGettGetYourGuide ImmobiliareIronsourceiZettleJust EatKlarnaKing.comKreditechMarkafoniMomondo Group

MoneySuperMarketPhotobox

PrivaliaScout24SeLogerShowroomprive SigfoxSimilarWebSkrill

SkyscannerSpotify

StripeTaboolatado°TeamViewerTomTomTrainlineTransferwisetrivago

UberWazeWeWorkWix.comWooga XINGYad2

YandexZooplusZalandoZendesk

AdidasAXAAxel SpringerBayerBertelsmannBMWDaimlerDeutsche BahnDeutsche BörseeBayFacebookGoogleHuffington PostIACinnogyKlöckner & CoLufthansaMETRO GroupNaspersPorschePriceline GroupProSiebenSat.1 MediaRTLSchibstedSiemensTencentThyssenKruppTUIVivendiVISAWPP

11412

2712278192

1077322247825

33

5978256

35

32642345

1344796

7174

13

10393326

111210416356

1058

101077111315

2010201020122009

2013201320172015201620122009201520102011200920122013201420122013201420122010201020122011

20112013

2011201120102010201620142009

20122009

20152014201320152015201120112011

2016201120152012201120092012

2012201120112012

2016201520102015201020152015201520122010200920102012201520142016201520112010201520112010200920112013201420172017201220172012

PaymentsClassifieds - CarsCybersecurity & Anti-VirusCybersecurity & Anti-Virus

Health & MedTechRider Sharing & Car PoolingRider Sharing & Car PoolingLead Generation ServicesCybersecurity & Anti-VirusMarketplacesDisplay  & RetargetingMeal DeliveryMeal DeliveryFashion E-CommerceMarketplacesTaxi AppsTravelTravelDeveloper ToolsPaymentsMeal DeliveryPaymentsGamingPersonal LoansFashion E-CommerceTravel

Lead Generation ServicesMarketplaces

Fashion E-CommerceMarketplacesClassifieds - Real EstateFashion E-CommerceInternet of ThingsAnalytics & IntelligencePayments

TravelMusic

PaymentsContent AdvertisingInternet of ThingsCommunication & CollaborationNavigation & ParkingTravelBanking FintechTravel

Taxi AppsNavigation & ParkingWorkspaces Horizontal SaaSGamingContent & MediaClassifieds - Horizontal

Content & MediaVertical E-CommerceFashion E-CommerceHorizontal SaaS

Consumer GoodsInsurance & FinanceDigital & MediaHealthcareDigital & MediaAutomotiveAutomotiveTravel & TransportationFinance & BankingDigital & MediaDigital & MediaDigital & MediaDigital & MediaDigital & MediaIndustrialsIndustrialsTravel & TransportationConsumer GoodsDigital & MediaAutomotiveTravel & TransportationDigital & MediaDigital & MediaDigital & MediaIndustrialsDigital & MediaIndustrialsTravel & TransportationDigital & MediaInsurance & FinanceAdvertising

2006197719881991

2013200620121999200919992005201320112007200520102008200520092010200120052003201220081996

19932000

2006199819922006201020072001

20032006

20102007201120051991199720102005

20092007201020062009 20032005

2000199920082007

1949198219461863183519161998199419921995200419982005199520151906195319961915193119972000193118391847189819991923185319581971

266-

100252

85335571

-182

-63

8602,58170222561396-

10526972

63784

4978

152

-305

219--

44327112800

1972,563

44016056---

11654

11,56267

9,85459327-

--

46886

----------

2.336--------------------

Reached unicorn status$4.74bn market cap Reached unicorn statusSold to Avast for $1.3bn after IPOSuccessful private companyReached unicorn statusValued at $1.2bnReached unicorn statusValued at $3.2bn$4.11bn market cap$2.89bn market cap Reached unicorn status$7.17bn market cap Reached unicorn statusSold to Adobe for $800mReached unicorn statusSuccessful private companySuccessful private companyReached unicorn statusSuccessful private company$6.16bn market cap Valued at $2.5bnSold to EA for $5.9bn after IPOSuccessful private companySold to Naspers for $200mSold to Priceline Group for $550m$2.86bn market capSold to Exponent & Electra for $615mSold to Vente-Privee for $560$4.3bn market cap Sold to Axel Springer for $847$717m market capValued at $708mSuccessful private companySold to Optimal Payments for $1.98bnSold to Ctrip for $1.7bnGetting ready for $16bn rumoured IPOValued at $9.2bnReached unicorn statusSuccessful private companySold to Permira for $1bn$2.55bn market capSold to KKR for $681Reached unicorn status$3.17bn market cap

Reached unicorn statusSold to Google for $1.1Valued at $20bn $3.07bn market cap Successful private company$1.74bn market cap Sold to Axel Springer for $228m$10.23bn market cap$1.13bn market cap $12.92bn market cap$2.94bn market cap

$48.14bn market cap $72.8bn market cap$7.17bn market cap $114.17bn market capPrivate company$67.79bn market cap$85.82bn market capGovernment controlled company$21.29bn market cap$40.3bn market cap$498.65bn market cap$678.60bn market capAcquired by AOL$9.76bn market cap$24.97bn market cap$1.20bn market cap$13.64bn market cap$7.33bn market cap$103.4bn market cap$9.88bn market cap$94.18bn market cap$8.16bn market cap$11.74bn market cap$5.64bn market cap$127.19bn market cap$429.81bn market cap$17.00bn market cap$10.17bn market cap$32.50bn market cap$245.9bn market cap$23.36bn market cap

Total Capital Raised: $34bn Total Valuation: > $150bn

24

Page 25: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

• Deal Value Top 80: EUR 77bn• Deal Value on NOAH Stage: EUR 45bn (59%)• 56% of Top 80 Deals presented at NOAH

THE TOP 80 DIGITAL EUROPEAN M&A DEALS BY SIZE IN THE LAST 7 YEARS We hosted on main stage 56% of the top 80 digital M&A Exits (€45bn combined EV)

in Europe since the launch of NOAH Conference in Nov 2009

Jun 16Aug 15May 11Nov 15Mar 15Oct 16May 17Oct 15Jan 14Nov 13Sep 14Dec 16Dec 16Sep 14Jul 17Jul 16Mar 15Jan 17May 14Jun 13Sep 14Jul 14Dec 12Feb 14Jul 15Feb 14Dec 14Sep 10Feb 15Jan 15May 15Feb 17Oct 15Jul 13Apr 16Feb 15Mar 16Jul 13Mar 14Feb 11Feb 15Apr 11

Sep 10Jan 14Oct 14Jan 14Jan 13Feb 12Aug 14Aug 15Jul 10Sep 16Mar 17Apr 16Feb 13Jun 15Mar 16Jun 15Jul 14Apr 15May 17Dec 14Jan 11Feb 17Feb 15May 12Aug 12Aug 15May 15Mar 15Jun 12Apr 16Dec 14Dec 16May 11Jun 10Jun 14Mar 11Apr 16Sep 14

TencentPaddy PowerMicrosoftActivision BlizzardYOOXCinven, Permira, Mid EuropaMoody’sNaspersApax PartnersHellman & FriedmanMicrosoftGo DaddyCtripmail.ruIngenicoAVAST SoftwareOptimal PaymentsZhejiang Jinke EntertainmentPermiraGoogle Access IndustriesIngenicoExpediaCVC Capital PartnersDeutsche BoerseRakutenAdobeAxel Springer VerlagRocket InternetKKRDelivery Hero Priceline GroupExponent. ElectraCinven Vente-PrivéeRocket InternetHgCapitalTPGBC PartnersOdigeo (AXA and Permira)Immowelt TA & Summit

SchibstedZyngaPublicisGoogle IngenicoAholdDelivery Hero StröerPermiraProSiebenSat.1AlticeRakutenPartners GroupVivendiShandong Hongda Mining Co.7CommerceKKRZooplaMTGeSureAmazon Take-TwoTamediaNTT DOCOMOAXA Private EquityAdidasRecruit HoldingsRecruit HoldingsNaspersAccorHotelsHost EuropeGeneral AtlanticLBO FranceRakutenBestsellerPrivalia NokiaNeiman Marcus

Supercell (84%)Betfair Group (merger)SkypeKing.comNet-a-Porter (merger)AllegroBureau van DijkAvito (50.6%)Trader Media GroupScout24 MojangHost Europe GroupSkyscannerVkontakte (remaining 48%)BamboraAVG TechnologiesSkrillOutfit7TeamviewerWazePerform GroupGlobalCollecttrivago (61.6%)Avast Software360TViberFotoliaSeLoger (87.6%)HelloFresh (51.7%)thetrainline.comYemek Sepeti (88.6%)Momondo GroupPhotoBoxHost Europe PrivaliaDelivery Hero (30%)RaetTSL EducationCarTrawlerOpodoImmonet (merger)Bigpoint

LeBoncoin (remaining 50%)NaturalMotionMatomy (24.9%)DeepMindOgoneBol.comPizza.deInteractiveMediaeDreamsParship (51%)Teads.tvCabifySoftonic (30%)DailyMotion (80%)JagexVerivox (80%)Scout24 Schweiz & Omnimedia (49%)uSwitchInnoGames (30%)Gocompare (50%)LoveFilmSocial PointRicardoBuongiornoBestsecret.comRuntasticWahanda (70%)Quandoo (92.9%)Netretail (79%)OneFineStayIntergeniaHemnet (majority stake)PromovacancesPriceMinisterM&M DirectDress for LessWithingsMytheresa.com

FinlandUKLuxemburgUKUKPolandNetherlandsRussiaUKGermanySwedenGermanyUKRussiaSwedenNetherlandsUKSloveniaGermanyIsraelUKNetherlandsGermanyCzech RepublicGermanyCyprusEuropeFranceGermanyUKTurkeyUKUKUKSpainGermanyNetherlandsUKIrelandUKGermanyGermany

FranceUKIsraelUnited KingdomBelgiumNetherlandsGermanyGermanySpainGermanyFranceSpainSpainFranceUKGermanySwitzerlandUKGermanyUKUKSpainSwitzerlandItalyGermanyAustriaUKGermanyNetherlandsUKGermanySwedenFranceFranceUKGermanyFranceGermany

9,6876,8245,8994,5393,1203,0333,0002,1522,1262,0001,9321,6901,6221,5981,5001,1701,1001,000870863858820774738725658645634623595594586546508500496470464450450420408

400388383365360350300300300300300283275271270262262260260241236234228223223220218213213212210208200200177175170150

Date DateAcquiror AcquirorTarget TargetTarget Country Target CountryAdjusted EV (€m)

Adjusted EV (€m)

Note: Digital Companies trade sale exits (only one most recent deal counted per company). Green font denotes speaker at NOAH. 25

Page 26: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

INTRODUCTION TO

NOAH ADVISORSSELECT COMPLETED TRANSACTIONS

CASE STUDIES

®

26

Page 27: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

August 2017

Acquisition of a Majority Stake in

by

at a valuation of $200m

EMK Capital Acquires a Majority Stake in LuminatiNOAH Advisors provided financial advice to EMK Capital

Transaction Summary

Overview of Luminati

NOAH Advisors’ Role

On 11 August 2017 EMK Capital agreed to acquire a majority stake in Luminati at an enterprise value of $200m

Luminati‘s enterprise proxy solutions were separated from Hola Networks in 2014, which will now conti-nue to operate as a standalone company

The founders will retain a significant stake in the company and Ofer Vilenski (Co-Founder) will continue to serve as CEO of Luminati

Horizons Ventures, DFJ Tamir Fishman, Trilogy Partners, DFJ, Magma Ventures, Iris Ventures, and others are selling their interests in Luminati as part of this transaction

Luminati is the world’s leading enterprise IP proxy network which allows businesses to see the internet from the consumers’ point of view

Today’s websites are dynamic - showing different content, advertisements and prices based on viewers’ identifying information

Luminati brings back transparency, enabling its enterprise customers to analyse websites through its proprietary network of over 30 million IP addresses

The company serves corporate clients (including Fortune 500) across many different sectors for ad veri-fication, brand protection, price comparison, fraud prevention, data collection, cyber security, application performance measurement and more

The company was founded by Ofer Vilenski and Derry Shribman who together earlier founded Jungo (acquired by NDS in 2006)

NOAH Advisors provided financial advice to EMK Capital, working with the team to review the opportunity based on in-depth knowledge of the B2B internet space and specialized intelligence on growth avenues for the years ahead

Mark Joseph, Simon Dexter, Daniel Rix-Standing

Marco Rodzynek, Jan Brandes, Nikhil Parmar, Guglielmo Tognon

Financial Advisor to EMK Capital

Deal Teams

®

®

27

Page 28: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

December 2016

Investment in

by

Silver Lake Makes a Strategic Investment in FlixBusNOAH Advisors acted as financial advisor to Silver Lake

Transaction Summary

Overview of FlixBus

NOAH Advisors’ Role

On 16 December 2016 Silver Lake announced that it has made a strategic investment in FlixBus, one of Europe’s leading innovators in travel technology

Existing investors General Atlantic, Holtzbrinck Ventures and Daimler also participated in the new round

The company has completed a number of acquisitions in recent years, and is well positioned to continue expansion through M&A with the support of Silver Lake

FlixBus is the intercity bus travel company connecting large and medium-sized cities through its European-wide service network

Works with more than 250 independent bus partners to offer a comprehensive network in Germany, France, Italy, Austria, and the Netherlands, as well as cross-border services to countries including Scandinavia, Spain, and the UK

Roughly 60m travelers since inception

Currently connects nearly 1,000 destination cities in 20 countries – with around 100k trips daily, often departing every 30 minutes

International team of nearly 1,000 employees throughout Munich, Berlin, Paris, Milan and Zagreb as well as thousands of bus drivers based all over Europe

Founded in 2011 and officially launched in 2013 by Jochen Engert, André Schwämmlein and Daniel Krauss

NOAH Advisors acted as financial advisor to Silver Lake

Jochen Engert (Founder & MD) recently presented the company on the main stage at NOAH Berlin 2016

CEOs from over 70% of Europe’s largest internet exits have presented on the NOAH stage at some point

Marco Rodzynek

Jan Brandes

Nikhil Parmar

Aleksander Skwarczek

Guglielmo Tognon

Aicha Fakhir

Financial Advisor to Silver Lake

NOAH Deal Team

®

®

28

Page 29: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

October 2016

Investment in

by

84% Ownership

ProSiebenSat.1 and General Atlantic Invest in KäuferPortalNOAH Advisors acted as exclusive financial advisor to KäuferPortal and its shareholders

Transaction Summary

Overview of KäuferPortal

NOAH Advisors’ Role

On 12 October 2016 KäuferPortal announced an investment from ProSiebenSat.1 Media SE and General Atlantic

Each party acquires a 42 percent stake, buying out all non-management shareholders

All other shares will remain with the company’s founders Robin Behlau and Mario Kohle

Both of the founders will remain at KäuferPortal in their current functions; Robin Behlau as CEO, Mario Kohle as chairman of the advisory board

KäuferPortal is the market leading online portal in Germany that connects customers with a vendor network for consulting-intensive products and services for home improvement and financial services

Matches sellers advertising mostly regionally but offline with buyers researching online

KäuferPortal helps consumers obtain and compare offers from regional companies before making a major purchase

Received more than 1.2 million customer requests in the last 12 months

Strong financial performance and ongoing profitability

The top 10 product categories account for majority of revenues and are all profitable

Founded in 2008 and headquartered in Berlin, Germany

NOAH Advisors acted as an exclusive financial advisor to KäuferPortal and its shareholders

NOAH Advisors worked closely with Käuferportal for around a year, exploring a number of strategic options to position the company for the next phase in its growth story

Chairman Mario Kohle presented at NOAH Conference London main stage in November 2015

CEOs of over 70% of Europe’s largest Internet exits in the last years have presented on the NOAH stage at some point

Robin Behlau, Mario Kohle, Mathias Klement, Jochen Ziervogel, Robert Schleusener

Claas van Delden, Florian Tappeiner, Sebastian Gschwender, Daniel Frechen

Jörn Nikolay, Christian Figge, Christian Osterland

Marco Rodzynek, Jan Brandes, Justus Lumpe, Nikhil Parmar, Aleksander Skwarczek

Exclusive Financial Advisor to KäuferPortal and its Shareholders

Deal Teams

®

®

29

Page 30: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

September 2016

Acquisition of a Majority Stake in

by

from

at a valuation of €300m

Oakley Capital Sells Majority Stake in Parship Elite Group to ProSiebenSat.1NOAH Advisors acted as financial advisor to Oakley Capital

Transaction Summary

Overview of Parship Elite Group

NOAH Advisors’ Role

On 5 September 2016 Oakley Capital announced the sale of a majority stake in Parship Elite Group to ProSiebenSat.1 Media SE

The transaction values Parship Elite Group at €300m

ProSiebenSat.1 will acquire 50% plus 1 share for an investment of €100m and will replace loans worth €100m with preferred capital

Oakley Capital and the existing management will keep just under 50% of the shares in the group

Launched in 2001 PARSHIP is the category inventor of online matchmaking in Europe

Since its launch in 2004, ElitePartner has been the #1 matchmaking service for academics and sophisticated singles

After years of competition, PARSHIP and ElitePartner were merged as PARSHIP ELITE Group in 2015, forming the leading matchmaking group in Europe with significant growth potential

With a market leading position in the online dating market in DACH PARSHIP ELITE Group is the largest online matchmaking player in Europe and number four in online dating worldwide

PARSHIP’s and ElitePartner’s well-known brands and strong customer focus have attracted 15m+ registered members to date, fueling the database with >1m new registered members every year

NOAH Advisors acted as financial advisor to Oakley Capital

This marks NOAH Advisor’s 2nd transaction involving Oakley Capital, following Oakley’s purchase of Facile.it in September 2014 where NOAH advised the seller

Tim Schiffers, Henning Rönneberg, Marc Schachtel

Rebecca Gibson, Tom Twiney, Simon Dexter

Daniel Havercroft, Marc Jones

Marco Rodzynek, Jan Brandes, Justus Lumpe, Aleksander Skwarczek, Guglielmo Tognon

Financial Advisor to Oakley Capital

Deal Teams

®

®

30

Page 31: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

May 2016

Investment in

by

TA Associates Invests in Israeli Online Food Marketplace 10BisNOAH Advisors acted as exclusive financial advisor to 10Bis and its shareholders

Transaction Summary

Overview of 10Bis

NOAH Advisors’ Role

On 23rd of May 2016, 10Bis (www.10bis.co.il) – #1 online platform in the Israeli restaurant and food ordering market – announced an investment by TA Associates

Financial details of the transaction were not disclosed

TA Associates will help 10Bis to execute its multi-layered growth strategy, with the Israeli B2C market opportunity as its main focus in the short-term

In the B2B market in Israel, 10bis operates a leading online food marketplace that allows businesses to provide employee meal benefits programs

The 10bis platform is integrated into a company’s human resources and accounting systems, with employees’ allowances made available through a dedicated 10bis account

10bis clients include leading Israeli corporates as well as large multinational corporations

Employees can make restaurant purchases via the 10bis mobile app or website, or by using a 10bis card in person at participating restaurants. Individuals can also use the 10bis platform to order personal meals from the comfort of their home

In 2015, 10bis entered the B2C market with the launch of its direct-to-consumer offering

The rapidly growing platform provides quick and easy access to thousands of restaurant menus, reviews and ratings, while offering discounts, special promotions and other benefits

10bis processes more than one million orders per month across a network of more than 3,500 restaurants in 20 cities in Israel

Founded in 2000, 10bis is headquartered in Tel Aviv

NOAH Advisors acted as exclusive financial advisor to 10Bis and its shareholders

This marks NOAH Advisors’ 4th transaction in Israel in the last 24 months: Sell-side advisor to Drushim and its shareholders in its 70% stake sell to Yad2 in September 2015, advisor to BiScience in its minority deal with WPP in July 2015, and advisor to Yad2 and its shareholder Walla! in its 100% sale to Axel Springer in May 2014

Tamir Carmel, Tomer Fefer, Nurit Shaked

Naveen Wadhera, Morgan Seigler, Stefan Dandl, Max Cancre

Rami Sofer, Veran Vistanetzky

Marco Rodzynek, Jan Brandes, Nikhil Parmar, Aleksander Skwarczek

Exclusive Financial Advisor to 10Bis and its shareholders

Deal Teams

10Bis

®

®

31

Page 32: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

September 2015

Sale of a 70% stake in

to

Majority Stake in Israeli Jobs Portal Drushim Sold to Yad2NOAH Advisors acted as exclusive financial advisor to Drushim and its shareholders

Transaction Summary

Overview of Drushim

NOAH Advisors’ Role

On 3rd of September 2015, Drushim (www.drushim.co.il) - one of the leading job classifieds sites in Israel - announced the acquisition of a 70% stake by Yad2, a subsidiary of Axel Springer Digital Classifieds (“ASDC”)

The acquisition of Drushim accelerates Yad2’s strategy of building the largest jobs classifieds offering in Israel, the only segment in which it is not already market leader

ASDC has a portfolio of leading online classifieds brands across Europe, including SeLoger, StepStone and Immonet

Terms of the transaction were not disclosed

Launched in 2006, Drushim is a leader in Israeli online job classifieds with ~1.5m monthly visits (Similarweb, June 2015)

Drushim is a key source of job candidates for many large companies in Israel, with over 10,000 active job listings

Drushim’s market leading technology allows for efficient job matching while offering outstanding usability, features and a high-level of customer service

Hundreds of blue chip and SME clients; household names such as Coca Cola, Intel, SanDisk, GAP and Orange among others

The Tel Aviv based company has 37 employees and is led by its founding co-CEOs Dror Epstein and Yair Cohen

NOAH Advisors acted as exclusive financial advisor to Drushim and its shareholders

A steadfast execution was facilitated based on previous deal experience in the region and in-depth knowledge of the company, the industry, and intelligence around the best potential acquirers

NOAH Advisors had acted as exclusive financial advisor to Yad2 and its shareholder Walla! in its 100% sale to Axel Springer in May 2014 for $228m

Dror Epstein, Yair Cohen

Andrea Sixt, Philipp Raidt, Ansgar Schönborn, Jan Philipp Gräfe

Yavin Gill-More, Ariel Kessel

Marco Rodzynek, Jan Brandes, Nikhil Parmar, Marija Sevcenko

Exclusive Financial Advisor to Drushim and its Shareholders

Deal Teams

Drushim

®

®

32

Page 33: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

December 2014

Adobe Pays $800m For Fotolia, #1 EU Stock Photo MarketplaceNOAH Advisors acted as the exclusive financial advisor to Fotolia and its selling shareholders

Transaction Summary

Overview of Fotolia

NOAH Advisors’ Role

On 11th of December 2014, leading stock photography website Fotolia (www.fotolia.com) announced the 100% acquisition by Adobe Systems Inc. (NASDAQ:ADBE) for a cash consideration of $800 million

The transaction will enable Adobe to further integrate a key resource for users of its flagship ‘Creative Cloud’ subscription software for professionals which includes Photoshop, Illustrator, InDesign, Dreamweaver and much more

Launched in 2005, Fotolia is Europe’s leading stock photography website, providing its members with access to an ever-expanding library of creative content including images, vectors, illustrations and video clips

Fotolia has over 500,000 photographers contributing images to the platform and 7 million users with a truly global presence through availability in 15 different languages

Buyers can access a bank of over 34 million royalty-free files which can be used for any design project or document, without time limits

The company is run by a highly experienced management team led by its founding CEO Oleg Tscheltzoff

NOAH Advisors acted as the exclusive financial advisor to Fotolia and its selling shareholders

Fotolia has been a close relationship of NOAH Advisors for over 5 years and has presented at the NOAH Conference since the first event in 2009 in London

Previously, NOAH Advisors acted as Fotolia’s exclusive financial advisor in the $300m growth capital deal with KKR in May 2012. The deal represented KKR’s first growth equity deal. KKR is investing from USD 30 million upwards to help entrepreneurs to scale their businesses globally

In April 2009, NOAH Advisors was the exclusive financial advisor to Fotolia in the sale of a majority stake to TA Associates. This was the first transaction of NOAH Advisors

Oleg Tscheltzoff

Philipp Freise, Lucian Schonefelder, Renald Kappel

John Meeks

Marco Rodzynek, Jan Brandes, Nikhil Parmar, Marija Sevcenko

Exclusive Financial Advisor to Fotolia and the Selling Shareholders

Deal Teams

Announcement of the sale of 100% of

to

for $800m

®

®

33

Page 34: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

October 2014

Leading Classifieds Aggregator Trovit Sold to NEXT for €80 MillionNOAH Advisors acted as the exclusive advisor to Trovit and its shareholders

Transaction Summary

Overview of Trovit

NOAH Advisors’ Role

On 7 October 2014, 100% of leading classifieds aggregator Trovit (www.trovit.com) announced the acquisition by publicly listed Japanese real estate information services provider NEXT (www.next-group.jp)

Closing is subject to conditions precedent and expected for November 2014

Trovit will allow NEXT to build a massive platform offering real estate and lifestyle information from across the world

Launched in 2006 in Barcelona, Trovit is the world’s leading classifieds aggregator, providing its users with access to listings in real estate, cars, jobs, products and other segments

Trovit has expertise in successfully operating websites worldwide, 20k content partnerships in 40 countries, and a base of 47m unique monthly visitors

Trovit’s proprietary search engine technology allows users to swiftly find most relevant classifieds ads and narrow them down with enhanced and easy-to-use functionalities

Trovit generated revenues of €17.6m and EBIT of €5.9m in 2013

The company is run by a highly experienced management team led by CEO Iñaki Ecenarro, who will join NEXT and continue to manage Trovit

NOAH Advisors acted as the exclusive financial advisor to Trovit and its shareholders, exploring options with a number of strategic and financial investors

Trovit has been in a close relationship with NOAH Advisors for a number of years and has presented at the NOAH Conference 2010, 2011 and 2012

Iñaki Ecenarro, Daniel Giménez, Raúl Puente, Luis Martín Cabiedes, Jesús Monleón

José María de Paz, Iñaki Frías

Takashi Inoue, Keizo Tsutsui

Marco Rodzynek, Jan Brandes, Nikhil Parmar, Marija Sevcenko

Exclusive Financial Advisor to Trovit and its Shareholders

Deal Teams

Announcement of the sale of 100% of

to

for €80m (JPY11.0bn)

®

®

34

Page 35: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

September 2014

Sale of Facile.it’s Controlling Stake to Oakley Capital Private EquityNOAH Advisors acted as the exclusive sell-side advisor to Facile.it and its shareholders in the majority stake

sale of Italy’s leading price comparison website

Transaction Summary

Overview of Facile.it

NOAH Advisors’ Role

On 19 September 2014, controlling stake in Italy’s top price comparison website Facile.it was sold to Oakley Capital Private Equity (“OCPE”)

OCPE will help Facile.it expand its operations and accelerate business development

Facile.it joins Oakley’s portfolio of leading online brands which already includes German price comparison website Verivox

Founded in April 2008, Facile.it is Italy’s #1 destination for consumers to make informed decisions about their motor insurance, household expenses and personal finance

With a portfolio of gross written premia of €260m and over 580k clients Facile.it is by far the country’s largest (online and offline) motor insurance broker

Its strong insurance position is increasingly leveraged in other related verticals like ADSL, Gas & Power, Bank Accounts and, from mid-2014, also Cellular contracts

Well-known household brand with 80% (prompted) brand recognition and 20% “top of mind” (twice that of the nearest competitor)

Average of 1.4m unique visitors and 2.1m visits per month

Expects to achieve over €35m of revenues and over €8m of EBITDA in 2014E

Milan-based company employs 126 people and is run by a highly experienced management team led by CEO Mauro Giacobbe

NOAH Advisors acted as the exclusive financial advisor to Facile.it and its shareholders, exploring options with a number of strategic and financial investors

Facile.it has been in a close relationship of NOAH Advisors for a number of years and has presented at the NOAH Conference 2012 & 2013

Chiomenti Studio Legale (Milan and London offices) acted as legal advisor to Facile.it’s shareholders

Alberto Genovese, Andrea Piccioni, Silvio Pagliani, Luigi Berlusconi, Angel Investors

Mark Joseph, David Keech

Luca Fossati, Patrizia Liguti,Christopher J. Mullen

Marco Rodzynek, Jan Brandes, Nikhil Parmar, Marija Sevcenko

Exclusive Financial Advisor to Facile.it and its Shareholders

Deal Teams

Sale of controlling stake in

to

®

®

35

Page 36: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

May 2014

Walla! Sells Yad2 to Axel Springer Digital Classifieds for $228mNOAH Advisors acts as exclusive sell-side advisor to Bezeq, Walla! and Yad2 in the sale of Israel’s leading classifieds website

Transaction Summary

Overview of Yad2

NOAH Advisors’ Role

On 6 May 2014, Walla!, Israel’s leading portal and fully owned subsidiary of telecommunications giant Bezeq, sold 100% of the shares in Coral-Tell Ltd, operator of the leading classifieds and advertising portal Yad2 (Yad2.co.il) to Axel Springer Digital Classifieds (ASDC) for USD 228 million in an all-cash transaction

Bezeq and Walla! will use the proceeds to invest in strategic growth areas and de-leverage

Yad2 will join ASDC’s portfolio of leading online classifieds brands which include SeLoger, StepStone and Immonet among others

Yad2 (Yad2.co.il) is the leading classifieds and advertising portal in Israel, with local brand awareness of almost 100%, built through wide presence across TV, radio, print, online and large scale fairs

Around 10,000 new ads are placed on the site daily from the strong user base of 3.8 million monthly unique visitors

Yad2 became the dominant brand in Israeli classifieds across its broad offering in real-estate, vehicles, se-cond hand goods and more, despite having just been founded in 2005 by serial entrepreneur Shone Tell

Yad2 solidified its market leadership under the ownership of Walla! Communications, which acquired 75% in July 2010 and the remainder in November 2013

The Tel Aviv based company has around 100 employees and is run by a strong management team under the leadership of CEO Yavin Gill-More and Chairman Ilan Yeshua

NOAH Advisors acted as exclusive financial advisor to Yad2 and its shareholders, exploring options with a number of strategic and financial investors

Yad2 has been a close relationship of NOAH Advisors for over 2 years and presented as one of the “Ri-sing Stars” at the NOAH Conference 2012

A steadfast execution was facilitated based on in-depth knowledge of the company, the industry, and intelligence around the best potential acquirers

Ilan Yeshua, CEO (Chairman Yad2)Gil Benyamini, CFO

Yavin Gill-More, CEOAriel Kessel, CFO

Marco Rodzynek, Jan Brandes, Nikhil Parmar, Marija Sevcenko

Exclusive Financial Advisor to Yad2 and its Shareholders

Deal Teams

sold 100% of

for $228m to

a joint venture between

and

®

®

36

Page 37: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

February 2013

Softonic valued at €275m in a Growth Equity Investment NOAH Advisors advised Softonic on the deal, following a prior successful transaction completed in Dec 2009

Transaction Summary

Overview of Softonic

NOAH Advisors’ Role

Tomás Diago and Partners Group make up the majority of the shareholders team and lead Softonic together. However, Partners Group acquired 30% of Softonic and is the biggest single shareholder

Partners Group will help Softonic to expand internationally, accelerate business development, and fund future acquisitions

Softonic is the globally leading online consumer guide for software and apps, that helps people discover and enjoy software on any platform

Tomás Diago created the concept behind Softonic in July 1997 and has since built the Company into a top-40 website worldwide with well over 140M users across various types of devices and platforms. Softonic is also the #1 worldwide technology website and leading European-based internet company by traffic

Following a successful global expansion, Softonic has become the worldwide #1 platform for software authors to market, distribute and monetize their products in more than 10 languages

With well over 160 million monthly downloads, Softonic has unrivalled global distribution power, enabling it to provide a unique one-stop-shop for various types of software advertising

Over 160,000 software titles are available on Softonic with expert reviews, articles and videos

Softonic has a global organization of about 350 employees, half of which are engineers and expert editors

The $150 billion consumer software market has seen a shift away from license fees and software in boxes, towards freemium online/SaaS distribution models, which has been favorable for Softonic

Mass-adoption of smartphones, tablets and app stores have led to a proliferation of software and apps

These favorable market developments, along with Softonic’s attractive high margin business model and consistent growth track-record, make Softonic a highly attractive investment opportunity that moreover has a healthy pipeline of further growth opportunities for Partners Group

Softonic has been a close relationship of NOAH Advisors for over 3 years

In December 2009, NOAH Advisors advised Softonic on its sale of a minority stake to Digital River

NOAH had worked intensively with Softonic and its shareholders on various strategic opportunities and discussed a future collaboration between Softonic and Partners Group

NOAH Advisors acted as exclusive financial advisor to Softonic and its shareholders, and facilitated a steadfast execution based on in-depth knowledge of the company, the industry, and intelligence around the best potential investor candidates

Tomás Diago, Emilio Moreno

Walter Keller, Stephan Seissl, Eugenio Marschner, Carlos Sanz

Marco Rodzynek, Yoram Wijngaarde, Jan Brandes, Nikhil Parmar

Exclusive Financial Advisor to Softonic and its shareholders

Deal Teams

Growth equity investment from

for a 30% stake alongside Softonic’s Founders and Angel Investors at a valuation of €275m

®

®

37

Page 38: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

May 2012

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

Transaction Summary

Overview of Fotolia

NOAH Advisors’ Role

KKR is making a $150 million growth equity investment in Fotolia for a 50% stake. In addition, KKR, TA Associates and Management worked with KKR Capital Markets, who acted as sole arranger, HSBC, Llo-yds, 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

Although Fotolia is not raising new funds as part of the deal, the new partners will help it to expand inter-nationally, accelerate business development, and fund future acquisitions

Fotolia received is first growth investment from TA Associates in April 2009

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

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

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 highly attractive growth investment for KKR

The company has a global organization of about 80 employees, headquartered in New York

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

NOAH had worked intensively with Fotolia and its shareholders on various strategic opportunities and introduced the deal to KKR, with whom NOAH has as long-standing institutional relationship

NOAH Advisors acted as exclusive M&A financial advisor to Fotolia and its shareholders, and facilitated a fast execution based on in-depth knowledge the company, and intelligence around the best potential inves-tor candidates

Oleg Tscheltzoff, Thibaud Elziere

John Meeks, Timo Kienle

Philipp Freise, Lucian Schonefelder, Vania Schlogel, Thijs van Remmen, Justin Lewis-Oakes, Valeria Rebulla

Marco Rodzynek, Yoram Wijngaarde, Jan Brandes

Exclusive Financial Advisor to Fotolia and its shareholders

Deal Teams

$150 million growth equity investment from

for a 50% stake alongside Fotolia’s Founders and

Additional $150 million senior debt financingTotal $300 million investment

®

®

38

Page 39: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

April 2012

Toprural Transaction Case Study

Transaction Summary

Overview of Toprural

NOAH Advisors’ Role

On 2 April 2012, HomeAway Inc., the world’s largest online marketplace for vacation rentals based in Aus-tin, 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

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.

Toprural is the 18th acquisition for HomeAway

Toprural is a rural accommodation search engine focused on independently owned rental 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, 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

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

Francois Derbaix, Founder and CEORafael Pérez-Olivares Hoepfl, COO

Marco RodzynekYoram WijngaardeJan Brandes

Financial Advisor to Toprural and its Shareholders

Deal Teams

Sale of 100% in

to

NOAH Advisors advised on the sale of the leading Spanish vacation rental website

®

®

39

Page 40: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

November 2011

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

Transaction Summary

Overview of grupfoni

NOAH Advisors’ Role

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 e.g. Markafoni and DeinDeal

Management shareholders will continue to lead the company, backed by its new investors

The company operates Turkey’s leading group buying site with 1.4 million members, over 300k 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 competi-tion, mainly from Grupanya and SehirFirsati (Groupon)

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

NOAH Advisors has maintained a close relationship with Group Buying Global for two years and has worked with Klaus Hommels and Oliver Jung on multiple occasions

NOAH Advisors was mandated following inbound interest to acquire the grupfoni

grupfoni and NOAH Advisors worked together intensively, exploring options with a number of strategic and financial investors

NOAH Advisors acted as exclusive financial advisor to grupfoni and its selling shareholders

Burak Hatipoglu, Co-founder and CEOMünteha Mangan, Co-founder and CSO

GBG: Klaus Hommels, Oliver Jung, Manu GuptaAlterInvest: Samih Toukan, Hussam Khouri

SELLERS

Marco Rodzynek, Jan Brandes, Yoram Wijngaarde

Exclusive Financial Advisor to grupfoni and its Shareholders

Deal Teams

Sale of a majority stake in

to

Quants Financial Services AG

®

®

40

Page 41: CORPORATE FINANCE PRACTICE NOAH ADVISORS · Sales & Marketing, QP Magazine @ The Telegraph, London Client Service, Global Forest Partners, NH, USA Previous Experience Digital content

July 2011

EnGrande Transaction Case StudyNOAH Advisors partnered with EnGrande, exploring a range of strategic alternatives, resulting in a highly successful outcome for all parties

Transaction Rationale

Overview of EnGrande

NOAH Advisors’ Role

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 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

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 firm

The terms of the transaction were not disclosed

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 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

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

EnGrande decided to partner with NOAH Advisors, following inbound interest to acquire the Company

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

NOAH Advisors acted as exclusive M&A financial advisor to EnGrande

John Erceg (founder and CEO)

Fabio Massimo Giuseppetti, Jaime-Enrique Hugas, Ricardo CaupersSponsor: Louis Elson

Marco Rodzynek, Yoram Wijngaarde, Jan Brandes

Exclusive Financial Advisor to EnGrande S.L.

Deal Teams

Sale of a majority stake in

the owner of

to

at a valuation of €40m

®

®

41