M&A International Inc. Technology Deal Bookmasiltd.com/wp-content/uploads/2014/01/MAI.Technology.Deal_.Book...solutions and the massive proliferation in data resulting ... and ISM

M&A International Inc.Technology GroupDeal Book

The global technology sector is as vibrant and dynamictoday as it was in 1999 and 2000. With the pace ofchange accelerating so rapidly due to new technologyplatforms, emerging software delivery methodologies,enhancements in collaboration and communicationsolutions and the massive proliferation in data resultingfrom enhanced software products, intelligent mobiledevices, etc., the need for advisors with specializedindustry expertise, solid transaction experience and globalreach has never been greater.

M&A International’s Technology Group has a long historyof providing unparalleled strategic advice and generatingfantastic transaction outcomes for a roster of the world’sleading global technology clients. By integrating localtechnology industry expertise, global reach andrelationships, seamless cross-border cooperation and awealth of transaction experience, M&A International'sTechnology Group can assist clients with all of their globalexpansion initiatives.

Through continuous communication, integratedinfrastructure and the ability to quickly and easily draw onresources and aggregate transaction and industryinformation from around the world, M&A International’sTechnology Group is able to provide our clients with theintelligence they need to execute their strategic initiativesand maximize shareholder value.

The following pages describe some of the most interestingand complex transactions that our Technology Group hascompleted in the past three years. We have beenfortunate to have had the opportunity to work with some ofthe world’s leading technology companies and we haveworked extremely hard to consummate transactions thathave exceeded their expectations.

We look forward to earning your business and adding yourlogo to our roster of successful technology clients.

Bradford A. Adams, CFAHead of M&A International Inc.'s Technology Group

M&A International Inc.Technology

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Introduction

Established in 1985, M&A International Inc.www.mergers.net offers the unparalleled, global resourcesof over 600 M&A professionals operating in every majorfinancial center of the world. Our members adviseprimarily middle-market companies on acquisitions,divestitures, fundraising and fairness opinions. With M&AInternational Inc., you will receive advice from seniorprofessionals with the relationships, reach and resourcesneeded to ensure your goals are met.

Key facts:

1,300 closed transactions in the past five yearsworth more than US$75 billionAn international, proprietary deal database withover 3,500 active and closed transactions

Our dedicated M&A professionals bring to the tablesuperior expertise and knowledge in leading industrialsectors. They form engagement specific industry groupsthat understand the industry and the unique challengesyou face, providing in-depth market knowledge. M&AInternational Inc. has the following industry groups:

Automotive & AerospaceBusiness Support ServicesConstruction & Engineering ServicesEnergyFood & BeverageHealthcareMediaReal EstateRetailTechnology


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M&A International Inc. – we close deals in your industry


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Members in the leading financial centers of the world

A selection of transactions M&A International Inc.Technology

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Sector Target Our role SellerLocation

Activity Acquiror/InvestorsLocation

Activity

Broadband, Digital andFiberopticTelecommunications

65% stake in AcenticHolding GMBH

Advisor to seller Acentic HoldingGMBH, UnitedKingdom

Provides in-room digitalentertainment andservices in hotels

Philweb Corporationand ISMCommunicationsCorporation, Philippines

Provide informationtechnology,telecommunications andgaming expertise

Description of transaction: Advised Acentic on identifying relevant trade buyers particularly in the hotel PayTV market. The controlling stake in Acentic owned by GIPartners, a leading private equity firm focused on asset backed investments in North America and Western Europe, was acquired for a cash consideration of US$28.5 million.The remaining 35% of Acentic will continue to be owned by Niantic Holdings GmbH, a German company controlled by Dr. Andreas Jacobs of the renowned chocolate family.


Cecure Gaming Ltd Advisor to seller Administrators ofCecure Gaming Ltd,United Kingdom

Provides poker gamesto mobile phones

Undisclosed, UnitedKingdom

Online gaming provider

Description of transaction: Appointed by the administrators to manage the disposal of Cecure Gaming. Prior experience in managing disposals via a time constrainedcompetitive auction process and previous knowledge of the business enabled us to be well positioned to win and execute the mandate.


New ComTelecomunicatii SA

Advisor to seller Private shareholdersof New ComTelecomunicatii SA,Romania

Independenttelecommunicationsoperator

Romtelecom SA,Romania

Provides a full range oftelecommunicationservices

Description of transaction: Advised New Com Telecomunicatii´s shareholders on structuring an asset deal in which the buyer purchased part of the company’s assets,including the customer list, for US$20 million.


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Activity

Consumer Finance,InvestmentManagement, PrivateEquity

LEPService Advisor to buyer Private shareholders ofLEPService, UnitedStates

Provides technicalservices

Navigation CapitalPartners, Inc., UnitedStates

Private equity

Description of transaction: Advised NCP on its acquisition of LEPService, a leading provider of smart grid technologies and services. The LEPService business wascombined with NCP’s recently acquired STS business to form Metadigm Services, a leading platform player in the smart grid solutions sector.

Consumer Finance,InvestmentManagement, PrivateEquity

Specialized TechnicalServices, Inc.

Advisor to buyer Shareholders ofSpecialized TechnicalServices, Inc., UnitedStates

Utility services provider Navigation CapitalPartners, Inc., UnitedStates

Private equity

Description of transaction: Advised NCP on refining its acquisition strategy and identifying potential targets and opportunities via a comprehensive contact program.Assisted NCP in acquiring STS, the first in a series of acquisitions in support of NCP’s initiative to build an industry-leading provider of field and data management services toutilities.

Data Processing andBPO

Bizanga Advisor to seller Private shareholders ofBizanga, United States

Provides infrastructuresoftware focused onemail management

Cloudmark, UnitedStates

Provides messagesecurity solutions

Description of transaction: Advised on the sale of Bizanga to Cloudmark for US$25.4 million.


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Activity

Digital Media Atlas Advisor to buyer Private shareholders ofAtlas, Czech Republic

Internet portal Warburg Pincus, UnitedStates

Private equity

Description of transaction: Advised Warburg Pincus on the acquisition of Atlas, which is the third largest Czech internet portal. For Warburg, this is a strategic addition to aprevious acquisition of the second largest internet portal in the Czech Republic and Slovakia, Centrum.

Digital Media Web ReservationsInternational Ltd

Advisor to seller Management team ofWeb ReservationsInternational Ltd,Ireland

Internet travel retailerand distributor

Hellmann & FriedmanLLC, United States

Private equity

Description of transaction: Advised the management of Web Reservations International (WRI) on the sale of the company to Hellmann & Friedman for US$342 million. Theacquisition will help WRI provide valued support and resources to speed up their growth and capitalize on strategic business opportunities.

Electrical Equipmentand Components

Philips High TechPlastics Optics

Advisor to seller Royal PhilipsElectronics,Netherlands

Designs andmanufactures precisionmolded parts andlenses

Triumph Pan-PacificCapital Ltd., China

Builds opto-mechanicalsolutions for a variety ofindustries

Description of transaction: Advised Royal Philips Electronics on the sale of its High Tech Plastics Group. The sale of the Suzhou, PRC-based subsidiary was the third andfinal transaction of the company’s divestiture strategy.


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Activity

Electrical Equipmentand Components

VDS VosskühlerGmbH

Advisor to seller Sole shareholder ofVDS VosskühlerGmbH, Germany

Produces professionalcameras for industrial,medical, traffic anddefense applications

Allied VisionTechnologies GmbH,Germany

Supplies products forthe vision and sensortechnology sector

Description of transaction: Initiated the transaction and acted as advisor to the sole shareholder and founder of VDS Vosskühler GmbH in the sale of the company to AlliedVision Technologies GmbH, a subsidiary of publicly owned Augusta Technologie AG.

IT Services 69% stake in ExclusiveNetworks

Advisor to seller Shareholders ofExclusive Networks,France

Distributes security,storage and networkingsolutions for corporateusers

Crédit Agricole PrivateEquity, France

Investment fund

Description of transaction: Advised Exclusive Networks´ shareholders on a very successful LBO which resulted in an equity investment of over US$44 million. Thetransaction created a European leader in the distribution of information system security solutions and enabled management to continue to implement and develop thebusiness strategy it had originally put in place. The group´s two key strategic aims are to strengthen its vendor base in countries where it already operates and to accelerateits pan-European expansion, particularly in Germany and Scandinavia, through acquisition.

IT Services Assystem Italia(Rome)

Advisor to seller Assystem Italia SpA,Italy

IT consulting servicesto private and publicclients

Aster SpA, Italy IT consulting servicesto private and publicclients

Description of transaction: Advised Assystem Italia, a subsidiary of Assystem, a French IT consulting company, on the disposal of its activities in Rome. The managers ofAssystem in Rome created a Newco (Aster SpA) that purchased the assets of the company.


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Activity

IT Services beiT Consulting GmbH Advisor to buyer Shareholders of beiTConsulting GmbH,Austria

Designs and developsindividual softwaresolutions

adesso AG, Germany Defines andimplements e-businessstrategies

Description of transaction: Advised adesso AG on identifying a suitable strategic partner in the Austrian market. With this US$5 million add-on, adesso will now be able toadopt its expert-based consulting services to the Austrian market. BeiT Consulting GmbH will trade under the name of adesso Austria GmbH.

IT Services Business Formula (M)Sdn. Bhd.

Advisor to buyer Private shareholders ofBusiness Formula (M)Sdn. Bhd., Malaysia

Enterprise ResourcePlanning (ERP)consulting firmspecializing in SAP

NTT DATA Corporation,Japan

Provides IT solutionsand services in systemconsultation anddesign

Description of transaction: Advised NTT Data on developing the financial structure of this transaction. NTT Data was looking to acquire SAP consulting service providers toexpand its foothold in Southeast Asia.

IT Services CedarCrestone Advisor to seller Private shareholders ofCedarCrestone, UnitedStates

Provides Oraclepure-play consultancyand managed services

Golden Gate Capital,United States

Private equity

Description of transaction: Assisted CedarCrestone´s shareholders in structuring and negotiating the sale of the company to Golden Gate Capital and in formulating astrategic partnership with Sierra Systems.


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Activity

IT Services Dating CafeVermittlungsagenturGmbH

Advisor to seller Private shareholder ofDating CafeVermittlungsagenturGmbH, Germany

Internet dating portaloffering events andtravel options forsingles

allesklar.com, Germany Internet media

Description of transaction: Retained by the sole shareholder of Dating Cafe to identify a suitable strategic partner. A majority holding was sold to allesklar.com. The formershareholder retained a role with the Company as Managing Director and continued to have a minority ownership position.

IT Services E2E Consulting Advisor to buyer Shareholders of E2EConsulting, UnitedStates

An Oracle SystemIntegrator, softwarereseller and trainingprovider

CedarCrestone, UnitedStates

Provides Oraclepure-play consultancyand managed services

Description of transaction: Retained by CedarCrestone to help develop and implement a growth strategy that broadens its technology platform expertise into Oracleplatforms beyond PeopleSoft. Assisted the company in evaluating potential targets as well as structuring and negotiating the terms of the transaction with E2E Consulting.The acquisition of E2E Consulting expands CedarCrestone offerings deeper into Oracle and SOA technologies which help link PeopleSoft applications with other technologysolutions.

IT Services Edenbrook Ltd. Advisor to buyer Private shareholders ofEdenbrook Ltd., UnitedKingdom

Provides ITconsultancy services

Hitachi Consulting,United States

Delivers business andIT strategies andsolutions to Global2000 companies

Description of transaction: Assisted Hitachi Consulting, the global business and IT consulting arm of Hitachi, Ltd., in identifying and pursuing select business and IT strategyconsulting targets in Europe as well as structuring and negotiating the terms of the transaction.


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Activity

IT Services Extend TechnologiesGroup

Advisor to buyer Private shareholders ofExtend TechnologiesGroup, Australia

SAP consulting firm NTT DATA Corporation,Japan

Provides IT solutionsand services in systemconsultation anddesign

Description of transaction: Advised NTT DATA Corporation on implementing its market entry strategy into the southern part of the Asia Pacific region. In the transaction, theJapanese group, through its Singapore subsidiary, acquired an initial stake of 51% with existing management retaining 49%. An ongoing option formula has been put in placeunder which NTT DATA could elect to acquire some or all of the balance within three years.

IT Services Hostworks GroupLimited

Advisor to seller Public shareholders ofHostworks GroupLimited, Australia

Provides criticalapplication managedservices and managedweb hosting

Broadcast Australia PtyLimited, Australia

Broadcast transmissionprovider

Description of transaction: Advised Hostworks on an approach made by Broadcast Australia Pty Limited, a wholly owned entity of Macquarie Communications Group, apublic communications fund managed by Macquarie Bank. Implemented the transaction through a scheme of arrangement, valuing Hostworks at US$65 million.

IT Services IT Staffing Division ofDextrys

Advisor to seller Dextrys, United States US-based Chineseoutsourcer of productengineering andapplication services

Eliassen Group, UnitedStates

Provides IT andsoftware professionals

Description of transaction: Advised Dextrys on the divestiture of its non-core IT staffing business to the Eliassen Group, a large, US-based staffing services provider. Thetransaction adds to Eliassen Group’s record growth and enables the Company to continue to build on its experience in several attractive IT verticals.


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Activity

IT Services MicrochannelTechologies Ltd

Advisor to seller Private shareholders ofMicrochannelTechnologies Ltd,United Kingdom

Northern Ireland-basedsearch enginemarketing consultants

Unica Corporation,United States

Offers marketingsoftware solutions

Description of transaction: Advised Microchannel Technologies Ltd on the sale of the trade and assets of the company to Unica Corporation for US$1.75 million.

IT Services NEA Gruppen AB Advisor to buyer Segulah, Sweden Private equity Imtech N.V., Netherlands Provides technicalservices for electricaland mechanicalengineering, and ICT

Description of transaction: Advised Imtech on a strategic growth plan that includes having a strong position in the Nordic countries. The US$126 million acquisition of NEA,the second largest player in the market for electro-technical services in Sweden, makes it strategically possible to offer technical solutions to the market by combiningmechanical and electrical services.

IT Services Pace Retail PlanningSoftware Assets of ThePalladium Group

Advisor to seller The Palladium Group,United States

Provides strategyexecution andperformancemanagement solutions

Alvarez & Marsal, UnitedStates

Delivers a range ofadvisory andmanagement services

Description of transaction: Assisted Palladium´s management in identifying a potential acquiror for its retail planning software technology and the associated employees,active contracts and intellectual property. The product, known as Pace, was sold in a competitive divestiture process to Alvarez & Marsal, a leading business consultingplatform with a significant focus on the retail industry.


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Activity

IT Services Subsidiaries of ImpactEurope AB

Advisor to buyer Impact Europe AB,Sweden

Tandberg videoconferencing resellerand AV solutionsprovider

Atea ASA, Norway Supplies ITinfrastructure in theNordic and Balticregions

Description of transaction: Advised Atea on the US$5 million acquisition of Impact Europe´s Swedish and Norwegian subsidiaries to strengthen its video conferencing andAV solutions businesses, which are future growth areas for the company.

IT Services Unis BusinessConsulting & Services

Advisor to seller Private shareholders ofUnis BusinessConsulting & Services,China

Provides SAP services Beyondsoft, China Provides IT outsourcing

Description of transaction: Advised Unis´ shareholders on the disposal of the company to Beyondsoft.

Industrial Machinery Esse A Srl Advisor to buyer Private shareholders ofEsse A Srl, Italy

Produces consumablesand accessories for thelaser cutting industry

Hypertherm Inc., UnitedStates

Designs andmanufactures theworld´s most advancedplasma cutting systems

Description of transaction: Advised Hypertherm Inc. on the acquisition of the entire share capital of Esse A Srl from private shareholders.


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Activity

InformationTechnology

Hawk-Eye InnovationsLtd

Advisor to seller Private shareholder ofHawk-Eye InnovationsLtd, United Kingdom

Provides sportstechnology

Sony ProfessionalSolutions Europe, Japan

Provides products,solutions and servicesfor professional use

Description of transaction: Appointed by Mark Getty, the owner of Hawk-Eye, to sell the company. Offers were received from a number of multibillion dollar corporationswith Sony emerging as the preferred bidder.


Internet Corp Advisor to seller Private shareholders ofInternet Corp, Romania

Online publisher 3TS Capital Partners,Austria

Private equity

Description of transaction: Advised InternetCorp on the disposal of a minority stake to 3TS Capital Partners.


StructuredInfrastructure Solutions(Pty) Ltd.

Advisor to buyer Shareholders ofStructuredInfrastructure Solutions(Pty) Ltd., South Africa

Providescommunications andelectrical infrastructuretechnology solutions

Square One SolutionsGroup Limited, SouthAfrica

Provides nichetechnology solutions

Description of transaction: Advised Square One on the acquisition of Structured Infrastructure Solutions (Pty) for an undisclosed sum.


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Activity

Life Sciences Toolsand Services

TranSendaInternational LLC

Advisor to seller Private shareholders ofTranSendaInternational LLC,United States

Develops applicationsoftware for managingclinical trials

BioClinica, United States Markets applicationsoftware for managingclinical trials worldwide

Description of transaction: Advised TranSenda´s shareholders on the sale of the business to a strategic buyer. The acquisition aims to improve efficiencies for BioClinicacustomers by reducing study durations and costs through integrated operational management.

Media Microfilm Business Unitof Eastman KodakCompany

Advisor to seller Eastman KodakCompany, UnitedStates

Provides imagingtechnology productsand services

Eastman ParkMicrographics, Inc.,United States

Provides archivalstorage products andservices

Description of transaction: Retained by Eastman Kodak Company to pursue the sale of its microfilm business unit, the leading provider of film, equipment and services forarchival storage.

Software ACTIVE SOLUTIONSoftware AG

Advisor to seller Shareholders ofACTIVE SOLUTIONSoftware AG, Austria

IT service provider invarious areas

Cellent AG, Germany Provides ITconsultancy andservices

Description of transaction: Retained by ACTIVE SOLUTION to search for a suitable strategic partner to ensure further international expansion of the company.


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Activity

Software Cranes Varsity (trainingbusiness of CranesSoftware InternationalLimited)

Advisor to seller Cranes SoftwareInternational Limited,India

Provides softwareproducts and services

Undisclosed, India Provides software

Description of transaction: Retained by Cranes Software International Limited, a listed technology company in India that provides software products and services primarilyin the enterprise statistical analysis and engineering space, to divest some of its assets and business divisions to mobilize resources to help in the financial restructuring of thecompany. The transaction involved the sale of the training division of Cranes Software International Limited (Cranes Varsity) to a Bangalore-based company.

Software Horoquartz Advisor to seller Private shareholders ofHoroquartz, France

Designs, develops andmarkets solutions forhuman resourcesoptimization

Amano, Japan Offers time informationsolutions

Description of transaction: Advised Horoquartz on the sale of the company for US$73 million.

Software Kantone HoldingsLimited

Advisor to buyer Shareholders ofKantone HoldingsLimited, China

Provides software Champion TechnologyHolding Limited, China

Sells general systemsproducts, and providesservices and softwarelicensing

Description of transaction: Advised Champion Technology on the acquisition of shares in Kantone Holdings Limited for approximately US$24.17 million to be financedentirely by the issue of a convertible bond.


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Activity

Software ZigBee IP assets ofSeaSolve SoftwareInc.

Advisor to seller Private shareholders ofSeaSolve SoftwareInc., India

Supplies test andmeasurement solutionsfor the performance ofwireless systems

National InstrumentsLtd, United States

Provides test,measurement andembedded systems

Description of transaction: Acted as the exclusive advisor to SeaSolve in the sale of the ZigBee IP assets to National Instruments.

Technology Hardwareand Peripherals

A minority stake inEMS Electra SRL

Advisor to buyer Private shareholders ofEMS Electra SRL,Romania

Designs, develops andproduces intercomsand electronicequipment

Hasec Elektronik GmbH,Germany

A full service providerand supplier forelectronicmanufacturing services

Description of transaction: Advised the Hasec Group on the definition of its acquisition strategy and introduced the company to Mr. Marian Berdan, the main shareholder ofElectra SRL. Electra founded a new subsidiary, after which Hasec acquired a minority stake in the newly founded entity. With this joint venture both parties have enlarged theirproduction capacities, regional reach and access to markets.


DTN HoldingCompany, Inc.

Advisor to buyer Private shareholders ofDTN HoldingCompany, Inc., UnitedStates

Delivers valuableweather and marketinformation to a varietyof industries

Telvent GIT S.A,, Spain Delivers global ITservices and solutions

Description of transaction: Advised Telvent GIT S.A. on its acquisition of DTN, a leading provider of information services to the agriculture vertical, for US$445 million tosolidify Telvent’s presence in the US. This transaction was the fourth deal that we completed for the company.


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Activity


PECO II, Inc. Advisor to seller Board of Directors ofPECO II, Inc., UnitedStates

A full service provider oftelecommunicationpower systems

Lineage PowerHoldings, Inc., UnitedStates

Delivers reliable andintelligent powerconversion solutions

Description of transaction: Retained by PECO II, Inc. to advise on the company´s sale to Lineage Power Holdings, Inc., a portfolio company of The Gores Group, forUS$5.86 per share in cash. The transaction represented a 51% premium over the closing share price the day before announcement. Also rendered a fairness opinion to theBoard of Directors of PECO II in connection with the transaction.

TraditionalTelecommunications

Első PestiTelefontársaság Nyrt

Advisor to buyer Public shareholders ofElső PestiTelefontársaság Nyrt,Hungary

Public but non-quotedtelco with call centerand real estatemanagement operations

Magyar Telekom,Hungary

Provides fixed lineand mobile servicesto residential andbusiness clients

Description of transaction: Acted as financial advisor and broker to Magyar Telekom in executing the voluntary buy-out offer for the 2.8% stake it did not already own in ElsőPesti Telefontársaság Nyrt.


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Main Technology Specialists

Country City, State Contact EmailArgentina Buenos Aires Hernan Sambucetti [email protected] Sydney Peter Fraser [email protected] Brussels Olivier De Vos [email protected] São Paulo Gianni Casanova [email protected] Sofia Ivaylo Spasov [email protected] Montreal Yves A. Sicard [email protected] Toronto Derek van der Plaat [email protected] Santiago Arnoldo Brethauer [email protected] Beijing Dana Schuppert [email protected] Hong Kong Adrian Bradbury [email protected] Bogotá Francisco Aduriz [email protected] Republic Prague David Tajzich [email protected] Copenhagen Christian Leroy [email protected] Tallinn Heikki Källu [email protected] Helsinki Marcus Blomqvist [email protected] Paris Eric Felix-Faure [email protected] Hamburg Jan P. Hatje [email protected] Budapest Mark Rado [email protected] Mumbai Sameer Karulkar [email protected] Dublin Leo Casey [email protected] Tel Aviv Tomer Segev [email protected] Milan Marco Vismara [email protected] Tokyo Philip Jones [email protected] Vilnius Sarūnas Skyrius [email protected]


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Main Technology Specialists

Country City, State Contact EmailNetherlands Amsterdam Frederik van der Schoot [email protected] Oslo Gjermund Grivi [email protected] Warsaw Maciej Szalaj [email protected] Singapore Alistair Burgoyne [email protected] Bratislava Martin Smigura [email protected] Ljubljana Jure Jelerčič [email protected] Africa Johannesburg Yaron Zimbler [email protected] Madrid Christophe Schwoertzig [email protected] Stockholm Johan Wiström [email protected] Berne Roberto Tracia [email protected] Kingdom London Tim Moore [email protected] States Atlanta , GA Alexander C. Mammen [email protected] States Boston, MA Bradford A. Adams [email protected] States Chicago, IL S. Jack Campbell [email protected] States Cleveland, OH Ralph M. Della Ratta, Jr. [email protected] States Dallas, TX Ed Dawson [email protected] States Seattle, WA Scott Hardman [email protected]

Established in 1985, M&A International Inc. (www.mergers.net) offers theunparalleled, global resources of over 600 M&A professionals operating inevery major financial center of the world (www.mergers.net/members).

We are closely linked and together we advise our clients on acquisitions,divestitures and financing. We have closed 1,300 transactions totaling morethan US$75 billion in transaction value in the past five years.

Founders of the M&A Mid-Market Forum (www.midmarketforum.com)

© 2013 M&A International Inc. All rights reserved. M&A International andM&A International Inc. refer to the member firms of M&A International Inc.,each of which is a separate and independent legal entity. M&A InternationalInc. does not provide advisory services. Monetary values are converted toUS dollars at rates in force at the initial time of publication.

Published: November 2013

Documents

M&A International Inc. Technology Deal Bookmasiltd.com/wp-content/uploads/2014/01/MAI.Technology.Deal_.Book...solutions and the massive proliferation in data resulting ... and ISM