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Prepared byClairfield partner Nordhaven
QUARTERLY SOFTWARE REPORTINSIDE:
▪ Key observations for Q4 2020: “COVID? – What COVID?”
▪ Nordic software transactions
▪ Selected software transactions multiples for the last 12 months
▪ Trading multiples for selected international and Nordic software companies
▪ List of identified Nordic software transactions Q4 2020
NORDHAVEN QUARTERLY SOFTWARE REPORT
Q4 2020
“Covid? – What Covid?”
2
KEY OBSERVATIONS Q4 2020
IDENTIFIED # OF NORDIC SOFTWARE TRANSACTIONS
28
23
29
20
24
36
24
19
29
24
21
37
Q12018
Q42018
Q22018
Q42019
Q12019
Q32018
Q22019
Q32019
Q12020
Q22020
Q32020
Q42020
EV / SALES INTERNATIONAL LISTED SOFTWARE COMPANIES1
6.7x 6.7x6.3x
5.7x6.3x
7.3x
6.0x6.3x
4.8x
6.4x
7.5x7.2x
Q12019
Q12018
Q22018
Q32018
Q42018
Q32019
Q42019
Q22019
Q12020
Q22020
Q32020
Q42020
Q1 2018 – Q4 2020
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. Consultancies, IT-services and resellers are not included. Neither are media
and gaming software with significant content creation. 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. Transactions below 5 MUSD have not been included.
37transactions
in Q4 2020
7.2xEV / SALES1
1Median based on selection of international software companies (appendix 2).
Source: Mergermarket, FactSet (January 14, 2021) and Nordhaven analysis.
▪ Nordhaven has identified 37 software transactions in Q4 2020 and 111 for the whole year. That is
a new record year measured in deal volume in the Nordic software space since we started
counting. The surge of IPOs underlines this. In Q4, 9 software IPOs were conducted successfully
on Euronext Growth Oslo alone.
▪ While most of the financial markets have recovered from the Covid-pandemic, the SW sector has
proven to be not only resilient but outperformed more or less all other sectors in the industry.
▪ We expect the strong interest in the recurring nature of software and tech enabled services
revenues to continue, and also expect high M&A activity going forward. Not only from investors
hunting the unicorn, but also due to various subsectors experience increased in-market
consolidation as no-one wants to be the platform left behind when the train has left the station.
3
37 TRANSACTIONS IDENTIFIED IN THE NORDIC SOFTWARE SPACE IN Q4 2020, WITH A TOTAL OF 111 TRANSACTIONS IN 2020
Source: Mergermarket and Nordhaven analysis.
▪ Nordhaven has identified 37 Nordic software transactions in Q4 2020, which
represents 33% of all transactions identified in 2020.
▪ PEs remain particularly active in this space with 54% of the transaction volume in
2020. If we also view Visma’s 7 acquisitions as PE add-on, this percentage is 60% of
the volume in 2020.
▪ Norway accounts for 31% of the Nordic transactions in 2020, representing the highest
annual Norwegian share observed in the period 2014-2020. Swedish targets
accounted for 32% of the volume, that’s in line with the average Swedish share in the
same period.
▪ Both US PE and trade buyers remain active in the Nordic market representing 16% of
the volume in Q4 vs. 19% for the whole year, down from 27% in 2019. We believe
lock-down periods in Q2 and Q4 explains the lower US activity in 2020.
DEALS BY ACQUISITION TYPE
DEALS BY TARGET’S COUNTRY DEALS BY ACQUIRER’S REGION
11
Sweden
7
2
Denmark
13
4
Norway
Iceland
Finland
36
Sweden
34
Norway
24
Denmark
14
Finland 3
Iceland
25Nordics
6
Rest of Europe
US / Canada
5
1
Rest of World
65
Nordics
Rest of World
US / Canada
21
17
8
Rest of Europe
Trade Buyer22
PE - Add-on
PE - Platform
10
5
24
36
51
Trade BuyerPE - Platform
PE - Add-on
Q4 2020 FY 2020
Q4 2020 FY 2020Q4 2020 FY 2020
4
BREAKDOWN OF DEALS BY EXIT TYPE BREAKDOWN OF DEALS BY TARGET’S COUNTRY
BREAKDOWN OF DEALS BY ACQUIROR’S REGION QUARTERLY NUMBER OF TRANSACTIONS
26%
55%
29%
25%
20%
29%
Q4
2018
Q2
2019
Q1
2019
48%
21%
38% 31%
22%
42%
Q3
2019
42%
Q4
2019
36%
27%38%
17%
46%59%
42%
32%
21%
Q1
2020
29%
42%
Q2
2020
33%
38%
Q3
2020
14%
Q4
2020
PE - Add-on Trade buyerPE - Platform
25%13%
11%
20%
0%
Q1
2019
25%
25%
Q4
2018
5%17%
10%5%5%
Q4
2020
8%
25%
Q2
2020
24%
17%
36%
25%
Q1
2020
0%
19%38%
0%
38%
8% 4%
Q2
2019
Q3
2019
37%
11%
30%
47%
29%
33%28%38%
29%
Q4
2019
4%
41%
11%
33%
14%
28%
0%
29%
0%
Q3
2020
35%
21%
Sweden IcelandFinlandDenmark Norway
38%
Q3
2019
40%
40%
32%
42%
20% 17%
13%
0%
63%
Q4
2018
4%
29%
0%4%
Q4
2019
8%
Q1
2019
56%
25%
17%14%
Q4
2020
6% 3%
10%
Q2
2019
13%
58%
11%
54%55%
21%
14%
Q3
2020
10%
Q1
2020
16%
Q2
2020
52%
24%
14%
68%
14%
Rest of WorldRest of EuropeNordics US / Canada
20
24
36
24
19
29
2421
37
Q4
2019
Q1
2019
Q4
2018
Q2
2019
Q1
2020
Q3
2019
Q2
2020
Q3
2020
Q4
2020
Source: Mergermarket and Nordhaven analysis.
NORDIC SOFTWARE TRANSACTIONS
Quarter-by-Quarter development Q4 2018 - Q4 2020
5 Source: Mergermarket and Nordhaven analysis.
NORDIC SOFTWARE TRANSACTIONS
Year-by-Year development 2014 - 2020
BREAKDOWN OF DEALS BY EXIT TYPE BREAKDOWN OF DEALS BY TARGET’S COUNTRY
BREAKDOWN OF DEALS BY ACQUIROR’S REGION NUMBER OF TRANSACTIONS
67% 60%51% 48% 55%
39% 46%
24%25%
24% 35% 30%
35%32%
9% 16%25% 17% 15%
26% 22%
20162014 201820172015 2019 2020
PE - Add-on PE - Platform Trade buyer
2014
17%
2020
30%
23%
30%
30%
31%23%26%
34%
0%14%
2015
30%
33%
23%
2%20%0%
2016
29%
42%
18%
18%
20%22%
25%
13%3%
0%
2017
13%
27%
2018
13%
28%
1%
2019
32%
3%
29%
Sweden Denmark Norway IcelandFinland
41%59%
30%
19%6%
29%
24%
2020
5%
2014
16%
3%
62%
2015
54%
16%
23%
49%
2016
15%
2019
13%18%
7%7%
2017
55%
26%
3%
2018
53%
27% 19%
15%
8%
Rest of EuropeNordics Rest of WorldUS / Canada
11 16 1215
20 14 24
18 13 14
20
23 26 19
23 2934
24
23 2440
23 3024
2634
3036
103
2017
3
2014
0 0
20162015
0 2
2018
80
1
2019
3
2020
88
77
95100
111
IcelandSweden Denmark Norway Finland
6
Denmark-based provider of software solutions for
property & casualty insurers as well as Life and
Pension, Health, and several innovative extension
modules
Sweden-based developer of software that supports the
client's wifi network and other IOT services
Sweden-based SaaS company that develops and
markets a cloud-based academic scheduling and
planning tool
Norway-based developer of AI-assisted design and
construction simulation software for the property
development sector
10
9
5
4
26
TARGET ACQUIRORREVENUE 2019 (mEUR) SELLER
Norway- and Sweden-based provider of public
procurement information and monitoring software
Source: Mergermarket, FactSet, Valu8 and Nordhaven analysis.
Norway-based IT company offering cloud-based
solutions
SELECTED TRANSACTIONS DURING Q4 2020– See appendix 1 for full selection
Norway-based e-health company engaged in
developing of cloud-based electronic patient record
systems (EPR) for general practitioners, specialists and
public health centres
Visma Commerce
(AB and AS)
N/A
N/A
Private
& others
Private
Private
7
5.7x
3.1x
2.3x
5.2x
Q3 2020
Q3 2020
Q2 2020
Q4 2020
Q1 2020
Q4 2020
6.8x
4.3x
TARGET ACQUIROREXIT MULTIPLE (EV/SALES)1
Finland-based company that develops and provides cost
accounting and production management software
1Backward looking multiples (last fiscal year).
Source: Mergermarket, FactSet, Valu8 and Nordhaven analysis.
Sweden-based B2B provider of contact centre,
telemarketing and workforce management software
SELECTED NORDIC SOFTWARE TRANSACTION MULTIPLES – LTM
Norway-based e-health company engaged in developing of cloud-
based electronic patient record systems (EPR) for general practitioners,
specialists and public health centres
Norway-based company engaged in providing
software solutions and services
Sweden-based company engaged in the development
and delivering of business software
(majority/lead)
Sweden-based provider of a software as a solution for the financial
sector to prevent financial crimes and to assure regulatory compliance
8
30.3x 28.0x21.5x
15.6x 14.4x19.7x 22.3x
49.7x 46.6x
66.6x
MEDIAN EV/SALES
(full selection):
7.22
11.9x15.0x 16.5x
7.9x 10.0x5.5x 4.8x 7.2x 7.7x
30.2x
EV/SALES 2021E1
MEDIAN EV/EBITDA
(full selection):
20.1x2
EV/EBITDA 2021E1
TRADING MULTIPLES FOR SELECTED INTERNATIONAL AND NORDIC SOFTWARE COMPANIES1
1Forward looking multiples. 2Median based on full selection of international software companies, see appendix 2.
Source: FactSet (January 14, 2021).
9
LEADING INDEPENDENT M&A SPECIALIST IN THE NORDICS
NORDHAVEN SERVICE OFFERING
WHAT WE BELIEVE IN
We operate as a strategic financial advisor and partner to owners,
board members and management throughout the business life cycles.
▪ MERGERS & ACQUISITIONS
▪ DEBT & CAPITAL ADVISORY
▪ INCENTIVE ADVISORY
▪ M&A is a particular craftmanship we only will be good at if we
stay focused, are well prepared and strive to stay ahead of the
pack
▪ We love technology and we admire founders – that is also our
own heritage
▪ We seek added value for our clients through identifying and
arguing for strong business logic and strategic rationale in the
deals that we advise
CORE SECTOR EXPERTISE
TMT
Consumer
Industrials
Business services
Systems
+20+300Professionals
30Transactions advised Years market presence
Helsinki
Oslo
Sweden: Partnership with Capillar Advisory
Denmark: Partnership with Nordic M&A
Partners of Clairfield International
NORDIC SOFTWARE FINANCIAL ADVISORS BY VOLUME 2020 RECENT NORDHAVEN TECH DEALS
10
9
7
7
6
6
6
6
5
4
LEADING ADVISOR IN THE NORDIC SOFTWARE SECTOR
Source: Mergermarket; Nordic (target geography) financial advisor (Industry sector; “computer software”)
transactions deal volume league table Q1-Q4 2020 (announcement date).
In the acquisition Keynet
Advisor to
2020
backed by
In the acquisition of
Advisor to
2020
In the acquisition of
Advisor to
2020
In the acquisition Skj Systems
Oy
Advisor to
2020
backed by
2020
Sold to
Advisor to Ekstralys
In the acquisition of
Advisor to
2020
2020
Sold to
Advisor to Max Manus
2020
Sold to
Advisor to Holte
2019
Sold to
Advisor to Syscom
ONE OF THE LEADING INDEPENDENT M&A ADVISORY FIRMS IN THE MID-MARKET SEGMENT
Western EuropeBelgium
France
Germany
Italy
The Netherlands
Spain
Switzerland
United Kingdom
Northern EuropeDenmark
Finland
Norway
Sweden
Central & Eastern
EuropeAustria
Hungary
Poland
Russia
Czech Republic
Transactions
closed in 2019
The AmericasBrazil
Canada
Mexico
USA
Middle EastIsrael
Turkey
Asia-PacificAustralia
China
Japan
142Professionals
320Cumulative value of
transactions closed
last 5 years
€20bn
We have been exclusive
Nordic partner of Clairfield
International since 2012,
and we have local partners
in over 20 countries
Through the Clairfield 320
professionals we have
global connectivity, and
local access to counterpart
High ranking in the league
tables:
#15 worldwide
#9 in EMEA
#1 in EMEA Technology
sector
11
PARTNER OF CLAIRFIELD INTERNATIONAL
12
# TARGET TARGET COUNTRY BIDDER SPONSOR BIDDER GEOGRAPHY MONTH1 TYPE
1 Checkd Norway Next One Technology AB Monterro Nordics December PE - Add-on
2 Valamis Group Oy Finland Adelis Equity Partners AB Nordics December PE - Platform
3 Compello AS Norway Visma AS Hg (lead) Nordics December Trade Buyer
4 Simplifai AS Norway Elop AS Nordics December Trade Buyer
5 MainManager ehf. Iceland View Software AS Viking Venture Nordics December PE - Add-on
6 &frankly Sweden Simployer Ferd Nordics December PE - Add-on
7 Avans Soma AS Norway Carasent ASA Nordics December Trade Buyer
8 Arsredovisning Online Sverige AB Sweden Visma AS Hg (lead) Nordics December Trade Buyer
9 C-MAP Commercial Norway Lloyd's Register Group Limited Rest of Europe December Trade Buyer
10 dk Hugbunaour ehf Iceland Total Specific Solutions (TSS) B.V. Constellation
Software
US / Canada December Trade Buyer
11 Profit Software Ltd Finland Volpi Capital LLP Rest of Europe December PE - Platform
12 Matter Denmark Nasdaq Technology AB US / Canada December Trade Buyer
13 Cercare Medical ApS Denmark Canica AS; Smedvig Capital Limited; Quantass ApS;
MK Holding af 2013 ApS
Nordics November PE - Platform
14 TimeEdit Sweden Monterro Software Investment AB Nordics November PE - Platform
15 LoxySoft AB Sweden LeadDesk Oy Nordics November Trade Buyer
16 Got Ethics A/S Denmark EQS Group AG Rest of Europe November Trade Buyer
17 Visma Commerce AB; Visma Commerce AS Norway Mercell Holding AS Nordics November Trade Buyer
18 Uni Micro AS (67% Stake) Norway DNB ASA; SpareBank 1 Nord-Norge Nordics November Trade Buyer
19 Filemail AS Norway Jotta AS Nordics November Trade Buyer
20 Spacemaker AS Norway Autodesk, Inc. US / Canada November Trade Buyer
21 Camo Analytics AS Norway Aspen Technology Inc. US / Canada November Trade Buyer
22 KlarPris A/S Denmark Adelis Equity Partners AB Nordics November PE - Platform
23 TimeLog A/S Denmark Viking Venture Management AS Nordics November PE - Platform
24 Pointsharp AB (60% Stake) Sweden Main Capital Partners B.V. Rest of Europe November PE - Platform
25 eSmiley A/S Denmark VIA Equity A/S Nordics November PE - Platform
26 Infodoc AS Norway PatientSky Group AS Nordics November Trade Buyer
27 Tia Technology A/S (95% Stake) Denmark Sapiens International Corporation Rest of World November Trade Buyer
28 Edgeware AB Sweden Agile Content, S.A. Rest of Europe October Trade Buyer
29 Aize AS Norway Aker ASA Nordics October Trade Buyer
30 MaintMaster Systems AB Sweden Monterro Software Investment AB Nordics October PE - Platform
31 Woila AB Sweden Klarna Bank AB (publ) Nordics October Trade Buyer
32 Ceetron AS Norway Tech Soft 3D, Inc. Battery Ventures US / Canada October PE - Add-on
33 ComAround Scandinavia AB Sweden BMC Software, Inc. KKR US / Canada October PE - Add-on
34 Invian Oy Finland Visma AS Hg (lead) Nordics October Trade Buyer
35 COS Systems AB Sweden Pivot Partners AB Nordics October PE – Platform
36 Paybyway Oy Finland Visma AS Hg (lead) Nordics October Trade Buyer
37 Aptilo Networks AB Sweden Enea AB Nordics October Trade Buyer
APPENDIX 1: LIST OF IDENTIFIED NORDIC SOFTWARE TRANSACTIONS Q4 2020
1Announcement date.
Source: Mergermarket and Nordhaven analysis.
13
# TICKER FACTSET COMPANY NAME EV/SALES 2021E EV/EBITDA 2021E ESTIMATE DATE
1 WDAY Workday 11.9x 49.7x Estimate Jan 2022
2 ADBE Adobe Systems 15.0x 30.3x Estimate Nov 2021
3 ADSK Autodesk 16.5x 46.6x Estimate Jan 2022
4 NOW ServiceNow 19.0x 61.7x Estimate Dec 2021
5 CRM Salesforce 7.9x 28.0x Estimate Jan 2022
6 DSY-FR Dassault Systems 9.5x 27.0x Estimate Dec 2021
7 INTU Intuit Inc 11.1x 30.5x Estimate Jul 2021
8 ULTI Ultimate Software Delisted Delisted
9 DATA-US Tableau Software Acquired by Salesforce Acquired by Salesforce
10 CHKP Check Point Software 8.1x 16.0x Estimate Dec 2021
11 RHT Red Hat Acquired by IBM Acquired by IBM
12 MSFT Microsoft 10.0x 21.5x Estimate Jun 2021
13 VMW Vmware 4.7x 13.4x Estimate Jan 2022
14 EGAN-US eGain Corporation 4.4x 77.6x Estimate Jun 2021
15 CSOD-US Cornerstone Ondemand 4.9x 14.7x Estimate Dec 2021
16 ENGH-CA Enghouse Systems 6.2x 18.5x Estimate Oct 2021
17 CTXS-US Citrix 5.5x 15.6x Estimate Dec 2021
18 CSU-CA Constellation Software 5.7x 20.1x Estimate Dec 2021
19 SAP-DE SAP 4.8x 14.4x Estimate Dec 2021
20 ORCL Oracle 5.7x 11.2x Estimate May 2021
21 CERN-US Cerner 4.5x 14.0x Estimate Dec 2021
22 SGE-GB Sage Group 3.4x 15.0x Estimate Sep 2021
23 NUAN-US Nuance Communications 12.6x 58.9x Estimate Sep 2021
24 NLOK NortonLifeLock 6.0x 10.8x Estimate Mar 2021
25 PRGS Progress Software 4.4x 11.2x Estimate Nov 2021
26 FNOX-SE Fortnox 30.2x 66.6x Estimate Dec 2021
27 HEXA.B-SE Hexagon 7.2x 19.7x Estimate Dec 2021
28 VIT.B-SE Vitec 7.7x 22.3x Estimate Dec 2021
APPENDIX 2
Source: FactSet (January 14, 2021).
FINLAND
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OSLO
ANDERS STRAND
PARTNER
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HELSINKI
JUHA RAUNIO
PARTNER
+358 40 570 5260FOR QUESTIONS REGARDING THE REPORT PLEASE CONTACT:
TORD GJØRTZ BRENDEN
+47 901 04 290
DISCLAIMER: No part of this report may be reproduced without the written permission of Clairfield International. The information herein has been obtained from sources that we believe to be reliable, but we do not guarantee its accuracy or completeness. Much of theinformation contained in this report is subject to variation due to changes in market conditions, legislation or regulatory matters and Clairfield International does not undertake to notify any recipient of the report of changes to the information contained herein. This reportis not to be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction. Additional supporting information is available upon request. Contact: Press office, Clairfield International, Tel: +41 22 518 0242, [email protected]
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6SECTOR TEAMS OF SPECIALIZED
EXPERTISE BACKED BY
80% OF OUR MANDATES
ARE INTERNATIONAL
Top 20IN WORLDWIDE
MIDMARKET RANKINGS
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MIDMARKET RANKINGS
Leading independentM&A advisor formidmarket deals
Clairfield International was founded in 2004 by four EuropeanM&A boutiques and has since expanded to encompass allmajor economies worldwide with the addition ofknowledgeable partners in key markets.
Our strengths are our entrepreneurial spirit, local expertise,industry know-how, and close bonds among all team membersspanning the globe.
300+ TEAM MEMBERS
30%DEALS CLOSED WITH
INTERNATIONAL BUYERS
70INDUSTRY
ADVISORS
23COUNTRY TEAMS
ACROSS THE WORLD
130+DEALS CLOSED ANNUALLY
EUR 20 billion
CUMULATIVE DEAL VALUE
LAST 5 YEARS
Tel: +41 22 518 [email protected]
