February 2016 - elite- · PDF fileFebruary 2016 page | CONFIDENTIAL | Silverpeak 2 LLP is an authorised representative of Silverpeak Capital Ltd, which is authorised and regulated

Silverpeak IB is authorised and regulated by the Financial Conduct Authority

February 2016

page | CONFIDENTIAL | 2Silverpeak LLP is an authorised representative of Silverpeak Capital Ltd, which is authorised and regulated by the Financial Conduct Authority

INTRODUCTION and CREDENTIALS

Disclaimer

CONFIDENTIAL

This presentation has been prepared exclusively for internal use and does not carry any right of publication or disclosure to any other party. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of Silverpeak LLP, trading as ‘Silverpeak technology investment banking’ (“Silverpeak”).

The information in this presentation reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Silverpeak has relied upon and assumed, without independent verification, the accuracy and completeness of all information available to us or from public sources or which was otherwise reviewed by us.

Contents

page | CONFIDENTIAL 4

Silverpeak + overview p4

M&A advisory p16

Fundraising advisory p24

5

Silverpeak advises innovative, fast-growing technology companies on M&A and financing transactions

Investment bank focused on technology

M&A and financings advisory for growth companies

Vast network of relationships

Global reach, based in London

Blue-chip investment banking service

Silverpeak + overview

FACTSHEET

3 partners with 60+

years of experience

in tech investment

banking

150+ deals and

assignments

completed

15-strong team

Regulated by the

Financial Conduct

Authority

Sponsor of

Go4Venture’s

Monthly Bulletin

page | CONFIDENTIAL

The Silverpeak + team

6

Our team has experience at globally recognised investment banks, and has advised on over 150 deals

page | CONFIDENTIAL

Kieran HallAnalyst Mercer Investments

BAML

MPhil Econ. (Cantab)

Luke EdisAnalyst Crossrail

MSc Finance (Durham)

BSc Physics (Leicester)

Suraj BakraniaAnalyst Jefferies

Barclays

BSc Math & Econ (LSE)

Arthur MaisonnierAnalyst Nordex

Aldebaran Robotics

MEng (ENSAM)

Jean-Michel DelignyManaging Director UBS Warburg

Broadview

MBA (Essec, Paris)

Pietro StradaManaging Director Broadview

Bain & Co.

MBA (INSEAD)

Paddy MccGwireManaging Director 3i

Worksmart

Corporate Capital

Structures

Matteo PozziDirector STAR Capital

Partners

Goldman Sachs

MEng (Turin)

Alexandre de GandtDirector Duff & Phelps

KPMG

Sistech SA

MBA (INSEAD)

Nils ZettelmeyerAssociate CatCap

MEcon

Indicates

Jean-Michel DelignyManaging Director

Jean-Michel is Co-Founder and Managing Director of Silverpeak. He is also thefounder of Go4Venture Advisers, which he successfully built up to a leading position in international equity private placements, especially in the software, telecom and digital media sectors. He has more than 20 years of investment banking and European technology experience

Jean-Michel was previously UBS’ European Head of Technology Investment Banking, where he:

– Set up the European operation of the bank’s Global Technology Group and led deal origination and execution across Europe, Israel and South Africa

– Was responsible for some of the firm’s major technology client wins (including Datatec, FI Group, Freeserve, ICL, Infineon, Marconi Comms, NDS, QXL and Siemens)

Before UBS, he was a Principal at Broadview International, where he worked on over 35 public and private transactions in the technology and IT services sectors

Pietro StradaManaging Director

Pietro is Co-Founder and Managing Director of Silverpeak. He founded Centerboard Partners in 2005, where he sourced and completed 20 mandates, such as trade sales, mergers and financings

Previously, he joined Torch Partners (a technology boutique investment bank) for two years, before re-launching Centerboard in 2014. Here, led the $18m fundraising for Calastone, backed by Accel Partners and Octopus Investments

Pietro was at Broadview (now part of Jefferies) and Corporate Development Director at LexisNexis (a division of Reed Elsevier), where he worked on several high-profile technology M&A andfundraising transactions including:

– The $162m acquisition of BCO Technologies plc on behalf of Analog Devices

Before his MBA, Pietro was a consultant with Bain & Co. and an electronic design engineer with OHB System

Silverpeak + leadership

7page | CONFIDENTIAL

Paddy MccGwireManaging Director, Cobalt

Paddy is Managing Partner of Cobalt Corporate Finance, the London based specialists with partners in the US and Germany, who advise European technology companies to achieve optimum exits and later stage fundraising

In the last year he has completed transactions in enterprise software, e-commerce, IT consulting, AdTech and FinTech

Paddy has extensive experience of creating value and successful deal making in the technology sector over 25 years. With Cobalt as a founding member, he formed the international M&A network Globalscope with active members in 38 countries on every continent except Antarctica. He is also Chairman of Worksmart, the market leader in people centric risk and compliance software.

Paddy’s past experience includes 7 years at private equity group 3i, and at electronics group STC plc

Silverpeak + senior team

8page | CONFIDENTIAL

Alexandre de GandtDirector

Alex joined Silverpeak in 2014 from US-listed advisory firm Duff & Phelps, where he was a Director and played a leading role in setting up their M&A operation in France

Prior to this experience, Alex worked in the Corporate Finance teams of KPMG(Europe’s most active mid-market M&A advisor) and HSBC, where he advised clients including private equity funds, large corporates, growth companies and government agencies

− His advisory experience is further enriched by two hands-on developments of innovative businesses, one of which resulted in a successful exit to private equity post-turnaround

Alex holds degrees from the University of Bristol and La Sorbonne (Paris I), as well as an MBA from INSEAD

He is fluent in both English and French

Matteo PozziDirector

Matteo joined Silverpeak in 2014 where he focuses on M&A and fundraising assignments

– Recently Matteo advised Seatwaveon its sale to Ticketmaster and on the Artesian fundraising

He brings more than 10 years of experience in investment banking, private equity and financing

Prior to Centerboard he was an Investment Director at STAR Capital Partners, a mid-market European Private Equity fund, working on buyout investments across the telecommunication, industrials, transport and energy sectors

Matteo started his career at Goldman Sachs: he was an Associate in the GS Infrastructure Partners, a global infrastructure fund. Prior to that he worked on financing transactions in the Structured & Acquisition Financeteam

Matteo is fluent in both English and Italian (mother tongue)

Nils ZettelmeyerAssociate, Cobalt

Nils joined Cobalt in 2014 where he focuses on M&A and fundraising assignments

He has more than 5 years of experiencein advising on national and international M&A and fundraising. He has advised companies such as Publicis and EPAM on acquisitions and sold software companies to US-listed companies like Broadsoft and Actuate

Prior to Cobalt, he worked at CatCap, a mid-market Corporate Finance house focused on the internet, software, services and technology sectors in Germany

Nils holds a masters degree in economics with majors in game theory and finance

Our presence in the technology sector

9

INTERNET & DIGITAL MEDIA ENTERPRISE SOFTWARE & SaaS ENABLING TECH. & SERVICES HEALTHTECH

eCommerce / Marketplaces

Digital Entertainment

Internet Infrastructure

Adtech

Fintech

ERP / CRM / HRM

Security

Databases & Content Management

Materials

Semiconductors / Components

Communication Infrastructure

Electronics / Robotics

Cleantech

Medical Devices

M-Health

Genomics

Diagnostics / Imaging

Healthcare IT

SUB-SECTOR SPECIFIC EXPERTISE

RECENT TRANSACTION EXPERIENCE

Silverpeak has deep sector knowledge and extensive execution experience in internet and digital media

page | CONFIDENTIAL

$11.8m Growth Equity

MAY 2014

$19m Series C

JANUARY 2014

$42m Growth Equity

and Recapitalisation

JANUARY 2012

€15m Series B

JULY 2013

has been acquired by

SEPTEMBER 2013

$8m Series C

FEBRUARY 2014


OCTOBER 2014


JUNE 2015


NOVEMBER 2014

$8m Series B

MAY 2015

has acquired control

ofhas been sold to

AUGUST 2015 JULY 2015


JULY 2015


JANUARY 2016


JULY 2015


OCTOBER 2015

Broad scope of advisory services


Growth Equity

Recapitalisations

Secondary Transactions

Venture Debt

M&A SELLSIDE ADVISORY FINANCINGS M&A BUYSIDE ADVISORY BOARD ADVISORY

Roll-ups

Corporates Seeking Strategic Acquisitions

Financial Sponsors

IPO Advisory

Valuations & Fairness Opinions

Portfolio Development

SILVERPEAK TRANSACTION SERVICES OFFERING

Trade Sales

Divestitures

Silverpeak advises on a wide range of transactions which are typically:

- Larger financings involving international investors

- M&A transactions for which our clients value our combination of local support and international reach

Blue-chip investment banking capabilities combined with hands-on senior attention

A wealth of relationships with key stakeholders in the technology ecosystem

11

Selected logos shown for illustrative purposes

page | CONFIDENTIAL

IT consulting and professional services

JULY 2015


Ireland / Ireland

Advisor to System Dynamics

Next-gen orchestration SaaS for Unified Communications

JUNE 2015


UK / Hong Kong

Advisor to Syntelligence

Workflow software for B2B sales persons

JUNE 2015

Venture debt and equity

financing

UK / UK

Advisor to Artesian

Virtual fitting rooms for clothinge-commerce websites

JULY 2015


Estonia & UK / Japan

Advisor to Fits.me

Health and personal protection insurance software

JULY 2015


UK / France

Advisor to Activus

BSS and analytics software for mobile operators in emerging markets

JULY 2015

has acquired control of

Mauritius / South Africa

Advisor to Digitata

Electronic ticketing software for transit, tourism and loyalty schemes

AUGUST 2015

has been sold to

UK / Japan

Advisor to Smart

Transactions Group

Mobile advertising network and supply side platform (SSP)

OCTOBER 2015

has been sold to

Denmark / US & Norway

Advisor to adQuota

Optical fiber protection solutions for FTTx and industrial applications

JANUARY 2016

has been sold to

UK / US

Advisor to m2fx

Silverpeak + completed mandates (selected 1/2)


More than 150 closed deals and assignments to date

Online marketplace: secondary ticketing platform

NOVEMBER 2014


UK / US

Advisor to Seatwave

Mobile engagement for consumer-facing companies

JANUARY 2014

$19,000,000 Series C

Ireland / UK, Switzerland & Belgium

Advisor to Brandtone

System integrator of fiber-based city and regional networks

AUGUST 2013

has sold its system

integration BU to

Sweden / Norway

Advisor to PacketFront Int’l

Cell-handling platform for medical applications and research

SEPTEMBER 2013

has been acquired for

€50,000,000 by

Italy / Italy

Advisor to Silicon Biosystems

Cloud-based event ticketing and management software

MAY 2014

Growth Equity Financing

Netherlands / UK

$11,800,000

Advisor to Ticketscript

Open source e-commerce software

JUNE 2014

$7,300,000

Series-B Financing

US & France / Finland & France

Advisor to Commerce Guys

Cloud based, real-time threat detection platform

OCTOBER 2014

has merged with

Portugal / US

Advisor to Anubis Networks

Silverpeak + completed mandates (selected 2/2)


More than 150 closed deals and assignments to date

Drug delivery company specialised in delivery through autologous red blood cells

JULY 2013

€15,000,000 Series-B

financing led by

Italy / Italy

Focus Gestioni

Advisor to EryDel

Humanoid robots for consumer applications

FEBRUARY 2012

Majority investment

(+$100,000,000) by

France / Japan

Advisor to Aldebaran Robotics

Ultra-fast lasers for research and medical applications

JANUARY 2012

Majority investment

($42,000,000)

France / China & France

Advisor to Amplitude

Fabless semiconductors (manycore processors)

FEBRUARY 2014

$8,000,000 Series C

France / France

Advisor to Kalray

Some of the components of our added value…


OUR APPROACH

We become an

extension of the

company and the Board

A “fresh pair eyes”

We enhance the equity

story and the

company’s positioning

in its marketplace

We prepare the

company for due

diligence, facilitating

the process with

buyers/investors

We provide perspective

and get management

ready

We help management

to think about their

own business in the

way buyers/investors

will early in the

process

Time leverage CEO and management focus on the business

Communicate the feeling of management’s “time preciousness”

Buyer/Investor selection and pre-qualification Knowledge of the investment community and identification of suitable buyers/investors

Relationships

Documentation and analysis Marketing materials preparation: cover email, teaser, presentation

Financial modelling

Help the company with the analyses that buyers/investors will ask for

Marketing and process management Introductions and follow-ups

Ability to identify the market feedback and address it

Control of information flow

Creating competitive tension

Expertise to negotiate and defend valuations Valuation analysis

Experience on precedent valuations and current market trends

Execution Management of multiple parties

Data room management

Negotiation of closing documents

A

B

C

D

E

F

…and some of our differentiating factors


Hands-on senior attention throughout the process

Depth of experience: one of the longest established teams

Highest level of professionalism and expertise

Wide-ranging understanding of technology – including IP-rich businesses

International team with experience and familiarity in cross-border deals

Strong belief in the companies we work with

Significant “investment” with companies ahead of signing mandates

Maximum transparency on team members & resources for each transaction

Open & frequent communication to establish trusted personal relationships

Upfront due diligence and preparation that pays off in the final outcome

We are always available for our clients

Many of our

mandates come

from referrals

& introductions

from clients or

parties we have

previously

worked with (or

“against”)

Contents


Silverpeak + overview p 4

M&A advisory

- Sellside p16

- Buyside p20


Approach buyers

Supervise management meetings and assist with Q&A

− Set up management meetings

− Manage A vs. B-list, e.g. present

first to some friendly B-list buyers

to test impact of management

presentation

− Facilitate preliminary DD and Q&A

Review LOIs

− Receive LOIs, counsel with respect

to the adequacy of proposals

− Negotiate preliminary terms

− Select buyer(s)

Silverpeak sellside M&A scope of work

Analyse company & market

− Data gathering

− Analyse addressable market

− Review company positioning & USPs

− Review and refine a 3-5 yr bus.

plan and financial model

Create marketing materials

− Prepare materials and pitch

− Valuation analyses

− List of potential buyers (A-list and

B-list)


Flexible execution in

each situation to

adapt to market

conditions

Value-added

preparation phase

enhances valuation

and probability of

success

Understand likely

drivers of interest

for each potential

buyer

Flawless process

management and

control of

information flow

achieves maximum

competitive tension

We provide an end-to-end investment banking service to complete the deal successfully

Manage final due diligence

− Support preparation of electronic

data room and manage DD process

Terms negotiation

− Negotiate key value affecting

items in final Share Purchase

Agreement

Legal drafting & closing

− Coordinate with other advisors

− Assist generally in closing the

Transaction

Negotiation and closing(c. 2 to 3 months)

Go-to-market(c. 3 to 4 months)

Preparation & positioning(4 to 8 weeks)

1 2 3

Clear identification of deal rationale: potential revenue synergies


Thanks to its strategic

and financial knowledge,

Silverpeak value add

includes:

Identifying areas of

value creation in M&A

transactions

Optimally presenting

the drivers of value to

the counterparties

Quantifying and

crystallising the

maximum value during

negotiations

PRODUCTS

New products

(for both)

Target’s products Buyer’s products

CU

STO

MERS

New

clients

and

segm

ents

Long-term

synergiesMid-term synergies

Targ

et’

s clients

Mid-term

synergies

Target as isShort-term

synergies

Buyer’

s clients

Short-term

synergiesBuyer as is

UK market leader in electronic ticketing software and services for concessionary bus and rail travel

CORE PRODUCT PORTFOLIO

Ticketing transaction processing engine

Built to ITSO specification

Card and customer lifecycle management

Multi tenant, enterprise grade, fully integrated with HOPS

TECHNOLOGY-BASED SERVICES

Tools providing behavioural customer insights, incl. route mapping & usage analysis

Portals: white-label ticketing portals (micro-sites) for bus and rail operators

Cloud ticketing: retail network to purchase and top-up smartcards through partnerships including:

100% 100%


SELECTED CLIENTS

TRACTION

70 million transactions processed per month

60-70% market share outside of London

HOPS integrated to 28,000 smart readers

OWNERSHIP FINANCIALS

Revenues 7.3 7.5

Growth (1%) 2%

EBITDA 1.4 1.5

Margin 19% 20%

2014(A) 2015(B)

FACTSHEET:

Founded: 2002

Employees: 90

Locations: ChippenhamManchesterCardiff

Business model:SaaS delivery, sold via multi-year licenses

Awards & Certifications: FYE 31-Dec, £m

Silverpeak was engaged by Smart Transactions Group following multiple unsolicited approaches for ACT

‒ Indications of interest did not seem to reflect true strategic value from the Board’s perspective

ACT is an established market leader in the smart ticketing market and ITSO software development

‒ Additional investment required to accelerate development of next-generation product portfolio and kick start next stage of growth plan

Smart ticketing represents a substantial market opportunity, with more than 5.2bn bus and 1.6bn rail journeys per year in the UK

‒ Growth opportunities in ticket bundling (transit with tourism ticketing, merchandising and payments) on a single card

Optimised the upfront positioning of ACT by

emphasising its leadership and recurring revenues

Approached a targeted and pre-qualified group of

potential buyers, leveraging existing relationships

Identified areas of interest for buyers and targeted

information flow accordingly

Secured detailed LOIs on terms acceptable to STG’s

shareholders

Co-ordinated the due diligence process and assisted in

the detailed final contract negotiations

Strategic value reflected in the price

Improvement on Board expectations

A highly satisfied client

The deal forms a key component of Fujitsu’s ongoing strategy to invest in the UK transportation market and to build intellectual property in this area

PROCESS RESULTSBACKGROUND

CLIENT TESTIMONY

“Smart Transactions Group decided to appoint a specialist technology investment bank after receiving unsolicited offers for the ACT business”

“Silverpeak's process delivered a number of additional offers for the business on terms that were attractive to Smart Transactions Group”

“Their assistance and knowledge in both the market and the sale process was critical in shaping the deal we completed with Fujitsu”

“We are delighted with the outcome and would recommend Silverpeak to any technology business looking to sell”

PETER MATTHEWS:

Chairman of the Board

1

2

3

4

Electronic ticketing software for transit, tourism and loyalty schemes

AUGUST 2015

has been sold to

UK / Japan

Advisor to Smart Transactions

Group

Contents


Silverpeak + overview p 4

M&A advisory

- Sellside p16

- Buyside p20


Initial approach and interest to engage

Identification of value creation opportunities

Selection of higher-probability candidates

Silverpeak buyside M&A scope of work

Reviewing companies’ existing market screening work

‒ Additional mapping of identified growth segments and geographic markets

Prioritisation of potential targets

Preparation of individual approaches

Presentation materials

21

Financial and strategic advisory aligned with our client’s acquisition programme

Valuation, analyses and modelling

Negotiation of transaction terms

Transaction team coordination (incl. legal, accounting, tax, HR)

Transaction

development and

process management

Preparation

phaseTransaction

execution1 2 3

page | CONFIDENTIAL

Reference buyside process and indicative timing

22

Combination of

strategic insight and

deal-making skills

Close engagement

and communication

throughout process

− The preparation

phase can be

expedited based on

existing work /

objectives

Strategic-driven

acquisition planning,

with a focus on

identified targets

Timeline from start

to finish: 4+ months

depending on sellers’

& targets’

engagement

Timeline (c. 4+ months)

Kick-off, meet w. management, strategic review

Market segmentation, segment prioritization

Shortlist of prioritized profiles

Initial approaches (rolling)

Meetings

Exchange of information

Indicative offer, LOI

Due diligence

Contract negotiations

Closing

Post-acquisition

Integration

Mark

eti

ng a

nd n

egoti

ati

on

Pre

para

tion

Typical Deliverables

Market research, initial list of targets

- Market map for expansion

- Long list of targets

- Valuation analysis

- Criteria matrix

- Prioritized company profiles

- Presentation materials of

client

- Status report

- Introductory email

- Non confidential presentation

- NDA

- Confidential presentation

- Contribution analysis

- Synergies model

- Valuation analysis (refined)

- Merger model

- Waterfall analysis of client and

merged company (in private-

to-private deals)

page | CONFIDENTIAL

Buyside process considerations

23

Management of information flow

- Repository of information

Status report to be prepared and circulated bi-weekly

(dependent on number of targets pursued)

Corporate checkpointsTiming

Project

Communications

Confidentiality

Set up a confidential project name

Project team, people in the know

- Communication strategy for non-informed personnel

External communication

- Sensitivities of clients and competitors

Standard NDA

page | CONFIDENTIAL

Contents


Silverpeak + overview p4

M&A advisory p16


Approach investors

Supervise management meetings and assist with Q&A

− Set up management meetings

− Manage A-list vs. B-list, e.g.

present first to some friendly B-

list investors to test impact of

management presentation

− Facilitate preliminary DD and Q&A

Review offers

− Receive term sheets, counsel with

respect to adequacy of proposals

− Negotiate preliminary terms

− Select investor(s)

Silverpeak fundraising scope of work

Analyse company & market

− Data gathering

− Analyse addressable market

− Review company positioning and

USPs

− Review and refine a 3-5yr bus

plan and financial model

Create marketing materials

− Prepare materials and pitch

− Valuation analyses

− List of potential investors (A-list

and B-list)


A typical process is

structured in 3 phases:

1. Preparation and

positioning

2. Go-to-market

3. Negotiation and

closing

We provide ongoing

support and time

leverage to the

company during the

transaction:

Project management

Periodic meetings/calls

to review advancement

(status report)

Coordination with

other consultants

General advice

We provide an end-to-end investment banking service to complete the deal successfully

Negotiation and closing(c. 2 to 3 months)

Go-to-market(c. 3 to 4 months)

Preparation & positioning(4 to 8 weeks)

1 2 3

Manage final due diligence

− Support the preparation of

electronic data room and manage

DD process

Terms negotiation

− Negotiate the key value affecting

items in the final Investment

Agreement

Legal drafting & closing

− Coordinate with other advisors

− Assist generally in closing the

Transaction


Providing unparalleled PE and debt financing advice to growth companies

formal engagement

Selected logos only

Late-Stage / Pre-IPOSeries CSeries BSeries ASeed

VC Firms

Banks

Equit

y

Working Capital Financing

Venture Debt Funds

Government & Sovereign Funds

Conventi

onal

Invest

ors

Family Offices

Hedge Funds

UHNWI Funds

Angels & Networks

(Wealth Managers)

Government & Sovereign Funds

Incubators /

Accelerators

Crowd Funding

Corporate Venture & Strategics

Debt

• Venture debt

• Term Loans

• Mezzanine

• Other productsBanks

GP /

LP

Str

uctu

re

PE Firms

LESS C

ON

VEN

TIO

NA

LLESS

CO

NV

EN

TIO

NA

L

Public Equity Funds

Informal support

“Polluting” the market ahead of the process

Selling to investors like selling to clients

Missing the numbers during the process

Speak about valuation and pricing too early when there is not

enough interest

Not enough managers involved; too many employees involved

Provide too much or too little information

Mistakes that Silverpeak will allow you to avoid


Fundraising

usually takes

longer than

expected

Companies often

think that they

already have

good

presentation

materials for

investors

Process requires

careful thinking:

small things can

make the

difference

Starting the process without sufficient financing

Starting too late increasing the risk of running out of money

Starting too early without sufficient demonstration points

Overplaying the cycle: rushing for fund raising when not ready

Go-to-market story too high level

Business plan dependent on new revenue streams that have not

been demonstrated

Limited or no exposure to strongest competitors or global players

Lack of exit planning

Wrongtiming

Weakstory

Mismanaged process

Silverpeak IB is authorised and regulated by the Financial Conduct Authority

Thank you.


Silverpeak LLP

23 Hanover Square

London W1S 1JB

United Kingdom

www.silverpeakib.com

Documents

February 2016 - elite- · PDF fileFebruary 2016 page | CONFIDENTIAL | Silverpeak 2 LLP is an authorised representative of Silverpeak Capital Ltd, which is authorised and regulated