STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI STOCKH

Quarterly Software Report

Q3 2018

21) Median based on revised selection of international software companies (appendix 1)

Source: Mergermarket, Factset and Nordhaven analysis

IDENTIFIED TRANSACTIONS

▪ There were 29 transactions in the software space in the Nordics in Q3 2018

vs. 23 in the previous quarter.

▪ The performance of the Nordic Technology EUR GI index was relatively strong in

Q3 2018 with an increase of 4.6% for the third quarter.

▪ The largest deal activity within Nordic software could be found in Sweden, with

11 identified deals, followed by Norway (8 deals), Denmark (6 deals), Finland

(3 deals) and Iceland (1 deal).

▪ PE buyers were the leading buyer group, completing 16 of the 29 deals, while

strategic buyers completed 13.

▪ Nordic buyers continued to dominate in Q3 with 13 (45%) of the 29 deals,

however we observe an increasing interest from US and Canadian buyers with

10 deals in Q3.

▪ The Nordic discount gap decreased to ~60% compared with international

software companies, based on EV / SALES 2018E multiples.

Inclusion criteria

Announced transactions where a Norwegian, Swedish, Finnish, Icelandic or

Danish-based software company has been sold during the quarter. The company

sold must have the majority of its operations in either of these countries.

Consultancy and IT-service (no software) transactions are not included. Minority

transactions or transactions that does not create a "change-of-control" situation

have also been excluded. Mergermarket is our primary source for identifying

eligible transactions.

NORDIC TECHNOLOGY EUR GI

22

1820

24

1719

28

33

13

21

28

23

29

Q22017

Q12016

Q32016

Q32015

Q42015

Q22016

Q12017

Q42016

Q32017

Q42017

Q12018

Q22018

Q32018

EXECUTIVE SUMMARY

29transactions

in Q3/18

6.3xEV/ sales

international

software

companies

EV / SALES 2018E INTERNATIONAL SOFTWARE COMPANIES

Q3 2016

Q1 2016

6.3x6.9x

Q3 2015

Q4 2015

Q2 2016

Q4 2016

Q1 2017

6.1x

Q3 2017

Q4 2017

Q1 2018

4.6x

Q2 20181

Q320181

4.7x 4.9x 4.9x

6.7x

5.6x 5.8x 6.1x6.7x

Q3 2015 – Q3 2018

0

500

1 000

1 500

2 000

July-15 July-16 July-17 July-18

NORDIC SOFTWARE TRANSACTIONSOVERVIEW OF Q3 2018

3

DEALS BY ACQUIRER’S COUNTRY

DEALS BY EXIT TYPE

DEALS BY TARGET’S COUNTRY

▪ Nordhaven has identified 29 Nordic software transactions in Q3 2018.

▪ 45% of the companies were acquired by trade buyers, which is somewhat lower

than historical average.

▪ Of the equity-backed deals, 14 were platform and 2 were add-on investments.

▪ Sweden completed 11 deals, representing 38% of the total deal activity for the

period.

▪ 45% of the companies were sold to entities in the Nordics, followed by 34% of

acquirers in the US and Canada.

COMMENTS

2

PE - add on

Trade buyer

14

13

PE - platform

13

4

US / Canada

Nordics

2

10

Rest of Europe

Rest of World

3

8

NorwayDenmark

6

11

Finland

Sweden

1

Iceland

Source: Mergermarket and Nordhaven analysis

NORDIC SOFTWARE TRANSACTIONSQUARTER-BY-QUARTER DEVELOPMENT

4

NUMBER OF TRANSACTIONS

BREAKDOWN OF DEALS BY TARGET’S COUNTRY

BREAKDOWN OF DEALS BY ACQUIROR’S REGION

BREAKDOWN OF DEALS BY EXIT TYPE

42%

Q3 16

24%

6%

22%

72%

32%

33%26%

Q4 16

25%

Q2 18

14%

61%

0%

Q1 17 Q2 17

12%

52%

36%

7%

38%

62%

Q3 17

43%

Q4 17

14%

14%

71%

Q1 18

48%

13%

30%

57%45%

Q3 18

PE - platformPE - add on Trade buyer

28%

42%

Q4 17

22%

3%

17%

22%

Q3 16

18%

21%

21%

16%

48%

15%

Q4 16

36%

18%

29%

Q1 17

18%

42%

27%

21%

9%

Q2 17

46%

31%

8%

0%

Q3 17

38%

14%

38%28%

32%

14%

Q1 18

35%

22%

36%

Q2 18

21%

Q3 18

28%

10%26%

NorwaySweden IcelandDenmark Finland

69%

0%

6%

24%25%

58%

11%

Q3 18

7%0%4%

21%

31%

11%

Q4 16

25%

68%

25%

15%

5%

4%4%

46%

Q1 17

58%

30%

6%

6%

71%

Q2 17

8%

Q3 17Q3 16

0%

Q4 17

54%

18%

4%

17%

78%

Q2 18

45%

34%

14%

Q1 18

Rest of WorldRest of EuropeNordics US / Canada

1719

28

33

13

21

28

23

29

Q1 18Q3 16 Q4 16 Q1 17 Q2 17 Q4 17Q3 17 Q2 18 Q3 18

Source: Mergermarket and Nordhaven analysis

NOTABLE TRANSACTIONS DURING Q3 2018

5

provider of maritime charts,

publications and navigational etc.

Provider of HR and payroll

solutions and outsourcing

services

Provider of computer-aided

design (CAD) software

Retail software solutions

Retail software solutions

Software for marketplace tech

solutions

95.11

22.7

62.0

25.3

9.2

68.62

44.3

35.6

131.5

TARGET ACQUIRORREVENUE 2017 (MEUR) SELLER

NHST Media Group AS

Private

Corporate

Divestment of Visma Retail

Private

Providing web content

management and online

community platforms

Private

Listed

Private

Listed

Private

Software for interactive

entertainment

Mobile and web-based case

management system for

craftsmen and contractors)

Software mobile solutions and

mobile services

NA

1) Sum of revenues for all the acquired units 2) Assumed 34% growth in sales from FY 2016

Source: Mergermarket, Valu8 and Nordhaven analysis

SELECTED SOFTWARE TRANSACTION MULTIPLES (EV / SALES) – LAST 12 MONTHS

6

Q3 2018

Q3 2017

Q4 2017

Q3 2017

Q3 2017

Software for documentation of chemicals

Software for smart grid / customer interaction

Open-source software for web design

Software for marketplace tech solutions

Software for payment solutions

Software for customs clearance and freight forw.Q4 2017

4.6x

14.5x1

1.2x

4.6x2

4.0x

3.1x3

2.2x2

3.8x

3.1x

1.8x

Software for mobile solutions and mobile servicesQ3 2018

Software providing web content management etc.Q3 2018

Q3 2018 Software for interactive entertainment

Q4 2017 Software for document sharing

TARGET ACQUIROREXIT MULTIPLE

1) Assumed 34% growth in sales from FY 2016 2) LTM Q2 2018 3) Assumed no debt

Source: Mergermarket, Factset, Valu8 and Nordhaven analysis

TRADING MULTIPLES OF SELECTED NORDIC AND INTERNATIONAL SOFTWARE COMPANIES

7

BaswareFortnox Vitec Software F-SecureSimCorp Hexagon HMS Network Micro

Systemation

Tobii CLX

Communication

16.8x1

2.0x

12.5x1

3.4x

6.3x

8.5x7.6x

5.4x

6.7x

3.4x

5.8x

3.2x

4.7x3.7x4.1x

3.0x2.3x

2.9x2.0x 1.5x

2017

2018E

Median: 3.8x

CitrixAdobe Systems Workday MicrosoftAutodesk

13.7x

GuideWire Salesforce

5.5x

10.7x

Ultimate Software SAP

17.6x

14.2x

16.8x

13.8x

5.3x

11.6x10.8x

9.5x 9.2x10.3x

8.5x7.4x

6.4x5.7x 5.4x

2017

2018E

NORDIC

EV/ SALES

INTERNATIONAL

EV/ SALES

Median: 6.3x2

1) October 10, 2018 Factset 2) Median based on full selection of international software companies, see appendix 1

Source: Mergermarket and Factset (October 4, 2018)

LIST OF IDENTIFIED NORDIC SOFTWARE TRANSACTIONS IN Q3 2018

8

# TARGET TARGET COUNTRY BIDDER BIDDER COUNTRY DATE TYPE

1 Visma Retail AS; Wallmob A/S; Abalon

AB; NYCE Solutions AB; Visma Retail

Software AS; Visma Retail AB

Norway Symphony Technology Group US / Canada September PE - platform

2 Extenda AB Sweden Symphony Technology Group US / Canada September PE - platform

3 Mouseflow ApS Denmark Offspring Capital APS Nordics September PE - platform

4 Cinnober Financial Technology AB Sweden Nasdaq Inc US / Canada September Trade buyer

5 Hemsida24 AB Sweden Miss Group Holdings Ltd Rest of Europe September Trade buyer

6 Top Data Science Oy/Ltd. Finland Morpho, Inc. Rest of World September Trade buyer

7 Inovia group AB Sweden Verdane Capital Advisors AS Nordics September PE - platform

8 EPiServer AB Sweden Insight Venture Partners LLC US / Canada September PE - platform

9 CCP hf. Iceland Pearl Abyss Corp. Rest of World September Trade buyer

10 C&B Systemer A/S Denmark VIA Equity A/S Nordics September PE - platform

11 Nautisk Forlag AS Norway StormGeo AS Nordics September PE - add on

12 Revide AB Sweden Novax AB Nordics September PE - platform

13 Zisson AS (70% Stake) Norway Verdane Capital Advisors AS Nordics September PE - platform

14 Penetrace AS (70% Stake) Norway Verdane Capital Advisors AS Nordics September PE - platform

15 ArcCore AB Sweden Vector Informatik GmbH Rest of Europe August Trade buyer

16 caseon.dk ApS Denmark Adelis Equity Partners AB Nordics August PE - add on

17 Bookbites A/S Denmark Jan Gaardboe Jensen (Private Investor) Nordics August PE - platform

18 Aditro Public Oy Finland Visma Group Nordics August Trade buyer

19 Op5 AB Sweden ITRS Group Limited Rest of Europe August Trade buyer

20 Teklatech A/S Denmark Synopsys, Inc. US / Canada July Trade buyer

21 Wellbarrier AS Norway Schlumberger Limited US / Canada July Trade buyer

22 Dogu AS Norway Spring Dogu Holding AS Nordics July PE - platform

23 Yanzi Networks AB Sweden Sjatte AP-fonden; Pegasus Capital Advisors LP US / Canada July PE - platform

24 Widespace AB Sweden Sellbranch AB Nordics July Trade buyer

25 Compusoft AS Norway TA Associates Management, L.P. US / Canada July PE - platform

26 Draupner Graphics A/S Denmark STMicroelectronics NV Rest of Europe July Trade buyer

27 Infomaker Scandinavia AB Sweden NEWSCYCLE Solutions, Inc. US / Canada July Trade buyer

28 Livion Oy (Remote monitoring and

analysis service business)

Finland Envera Oy Nordics July Trade buyer

29 Link Mobility Group ASA Norway ABRY Partners, LLC US / Canada July PE – platform

Source: Mergermarket and Nordhaven analysis

NORDHAVEN IN SHORT CORE SECTOR EXPERTICE

NORDHAVEN SERVICE OFFERING

We operate as a strategic financial advisor and partner to owners, board members and

management throughout the business life cycles.

MERGERS & ACQUISITIONS

Planning and execution of mergers and acquisitions, divestments and other corporate

finance transactions are our core expertise.

DEBT & CAPITAL ADVISORY

We give advice on our clients’ debt and capital structures, negotiate and execute

fundraising for companies executing their M&A transactions as well as for organic

growth plans. We provide advice also at the time of distress.

INCENTIVE ADVISORY

We advise in the design and implementation of tailored, equity-based long-term

incentive plans that are linked to strategy execution and total returns to shareholders.

SERVICES

CONSUMER

HEALTHCARE

TMT

SystemsProfessionals

Sweet spot

deal value

Years experience

Transactions

advised

~30

+260

+400

MEUR

10-100

INDUSTRIALS

Nordhaven is the leading independent M&A finance advisor in the Nordic market

FAR-REACHING INTERNATIONAL NETWORK WITH 34 PARTNER OFFICES WORLD WIDE

Nordhaven has been the exclusive partner of Clairfield International in Finland, Sweden and Norway

since 2012. Clairfield International have local partners in over 20 countries.

Through Clairfield International we have global connectivity, and foreign markets are our home markets.

Together we are stronger.

STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI NORDHAVEN STOCKHOLM OSLO HELSINKI STOCKH

HELSINKI

Eteläranta 12

+358 207 613 910

OSLO

Heyerdahls gate 1

+47 215 070 00

STOCKHOLM

Östermalmstorg 1

+46 85 025 6700

APPENDIX 1: FULL SELECTION OF INTERNATIONAL SOFTWARE COMPANIESEV/ SALES

Revised selection of international companies due to recent stock listings and developments in the software market

2017A 2018E

Workday 13,8x 10,7x

Adobe Systems 17,6x 14,2x

Autodesk 16,8x 13,7x

ServiceNow 17,3x 12,9x

GuideWire 10,8x 9,5x

Salesforce 11,6x 9,2x

Dassault Systems 9,8x 9,2x

Intuit Inc 9,7x 8,7x

Ultimate Software 10,3x 8,5x

Tableau Software 9,1x 8,1x

Check Point Software 8,9x 8,7x

Red Hat 7,0x 6,9x

Microsoft 7,4x 6,4x

Vmware 6,9x 6,2x

eGain Corporation 3,4x 3,2x

Cornerstone Ondemand 6,5x 6,0x

Enghouse Systems 6,1x 5,8x

Citrix 5,5x 5,3x

Constellation Software 6,0x 5,0x

SAP 5,7x 5,4x

Oracle 4,7x 4,7x

Cerner 4,0x 3,8x

Sage Group 4,0x 3,7x

Nuance Communications 3,6x 3,4x

Symantec Corporation 3,2x 3,3x

Progress Software 3,9x 3,9x

Median 6,9x 6,3x

EV/ Sales forecast as of October 4, 2018

Source: Mergermarket and Factset