Software valuation update

The -shaped recovery

February 2021
Agenda

1. Foreword 3

2. Executive summary 8

3. Key software trends 13

4. Recent IPO trends 21

5. Listed subscription software 26

6. Listed license software 37

7. Software transactions 48

8. About Alantra 51

9. Appendices 56

Private and confidential

2
 1.
Foreword

Private and confidential

A -shaped recovery and buoyant equity markets
Software/SaaS sector has been a key outperformer in the equity markets since the Covid crisis began
Recovery was accompanied by historically buoyant equity capital markets and strengthening M&A volumes

Collaboration, Cloud Infrastructure subsectors and Security and Sales &

Marketing/Ecommerce saw some of the strongest market outperformance
Volatility and uncertainty created by the Covid Pandemic
in Q1 quickly gave way to optimism Undergoing Digital Transformation:

Supported by strong secular demand driven by work from ▪ Collaboration

home (WFH) trends ▪ Verticals (Telemedicine, mobile-first banking)
▪ Underlying Infrastructure (e.g. SD-WAN and secure access service edge architecture)

Investors returned to the Software Sector for its significant

growth and highly defensible profile (in light of Covid and
WFH trends) By December 2020, Alantra’s SaaS universe was trading at a 5-year high 15x + average
multiple driven by the SaaS super growers
Subscription/SaaS businesses, high recurring revenue mix,
high gross margin profile, significant operating leverage, Software outperformed the broader market index by 24.14% over the past 6 months
and strong balance sheets provided significant valuation
tailwinds

Strong fundamentals, aggressive macroeconomic easing,
and the recent return of the retail equity investor resulted
in historically high equity capital markets activity
SPAC transactions and direct listings emerged as credible
alternatives to traditional IPOs
Marquee IPO offerings in North America by C3.ai, Zoominfo, BigCommerce, McAfee, and
Rackspace drove IPO volume over $9bn in Q2 and Q3 alone
Unprecedented rise of alternative financing structures such as direct listings (Palantir, Asana)
and SPACs (e.g. e2open, SkillSoft, Velodyne LiDAR, Clairvate Analytics in software and Virgin
Galactic, Nikola and others in broader tech sector) drove further activity

Private and confidential

4
M&A activity
Return of strategic and PE M&A despite the complications of Covid-19 and WFH

Digital Transformation In Key Collaboration / Communications / Cloud Infrastructure Activity Driven by

Verticals and Supply Chain Customer Experience Underlying Demand From WFH

-$18.5B- -$11.0B- -$27.7B-

-ND- -$925.0M-

-$6.8B- -$2.2B- -$1.5B-

-$300.0M- -$3.2B-

-$5.0B- -$1.6B- -ND- -$1.5B- -$1.0B- -$1.35B- -ND-

Strategics Realigning Portfolios Public Software M&A Return of Large PE Platform

Often Driven by Activism Compounders Compete with PE Transactions

Managed -$1.6B-
Infrastructure -ND- -$3.6B-
Services
-$5.4B- -$1.6B-

-$4.7B- -ND-

-$1.1B- -$1.1B-

Private and confidential

5
Equity Markets activity
Historically high software Equity Markets activity

Traditional IPOs Direct Listings Reverse Merger / SPACs

Large Software IPOs of 2020 ($m)

Company

IPO Size
3,360 935 740 651 216 509 468 1,300 350 326
($m)

Market Value
93,029 6,954 2,435 12,858 4,230 5,968 3,730 22,790 4,560 2,599
($m)

LTM Revenue
NM 18.5x 2.5x 11.8x 29.2x 38.8x 14.2x 35.6x 32.9x 11.4x
Multiple

Private and confidential Note: market data as of December 15th, 2020

6
Strong Activity in Adjacent Sectors will have Spillover Effects on Software
Adjacent tech segments will likely have implications on software strategic landscape by driving incremental demand, and more
importantly, redrawing value chains, business models and existing partnerships

Semi Space Continuing Consolidation – Ecommerce, Payments,

Video Games
Effects on Software Space TBD Logistics, & Fintech

-$35.0M- -$7.3B- -$2.7B-

-$900M-

-$7.5B-
-$1.2B-

▪ Semi vendors increasingly looking to embed
advanced AI/ML capabilities and rotating
software portfolios in this direction
▪ Demand for advanced FPGAs, SOCs and high-
performance computing infrastructure will likely
drive tighter integration with infrastructure
software
▪ WFH has reshaped the gig/delivery economy ▪ Robust gaming sector creates need for
and accelerated opportunities for new SaaS- authoring tools and resurgence in AR/VR
driven innovation in transportation/logistics
▪ Video game streaming emerges as a key
▪ Successful adoption of shared/gig economy consumption vector of cloud infrastructure
models will likely spill over into enterprise
software with rise of converged “marketplace +
software + payments” offerings
▪ Explosion in eCommerce/delivery and ordering
infrastructure and mobile-first fintech will likely
drive demand for underlying software solutions

Private and confidential

7
 2.
Executive summary

Private and confidential

Executive summary
Overview of main trends in software valuation

Listed subscription software Listed license software

▪ Composed of 152 companies, our listed subscription software index grew by 74% ▪ Composed of 97 companies, our listed license software index grew by 19% over
over the last twelve months the last twelve months
▪ Communications & Collaboration is the best performing segment with a 123% share ▪ Sales & Marketing is the best performing segment with a 46% share price increase
price increase over the LTM over the LTM

▪ Constituents sales grew by 32.0% on average for the LTM period and are expected ▪ Constituents sales grew by 12.8% on average for the LTM period and are expected
to grow by 5.6% and 22.2% in 2020 and 2021 respectively to grow by 3.3% and 11.9% in 2020 and 2021 respectively

▪ Average EV / Sales multiples stand at 16.5x LTM and 16.3x 2020 while EV / EBITDA ▪ Average EV / Sales multiples stand at 6.9x LTM and 6.9x 2020 while EV / EBITDA
multiples lie around 39.1x LTM and 37.2x 2020 multiples lie around 31.5x LTM and 23.7x 2020
▪ US-based companies are better valued than others (18.0x LTM Sales on average vs. ▪ US-based companies are better valued than others (7.7x LTM Sales on average vs.
13.4x) 6.3x)

▪ Median multiples are significantly lower; 11.7x LTM Sales ▪ Median multiples are slightly lower; 5.3x LTM Sales and 25.0x 2020 EBITDA

▪ Valuation is correlated to sales growth and very little to EBITDA margins (except for ▪ Valuation is more correlated to EBITDA margins than sales growth, as license
stellar margins) as investors favour growth and market share gain over businesses are often more mature than subscription ones (the latter being
profitability focused mostly on market share gain)

▪ Business Process Automation, Communications & Collaboration and DevOps & IT ▪ HR Tech, Analytics & BI and Engineering are the best valued segments; 10.1x, 9.8x
Management are the best valued segments; 22.8x, 20.4x and 19.1x LTM sales and 8.5x LTM sales respectively
respectively

Private and confidential Note: LTM as of December 31st, 2020

The companies featuring within the data driving this report typically generate annual revenue above $120m (80% of companies above this threshold in
9 the subscription index and 76% in the license index)
Covid-19 impact on valuation
Covid-19 had an immediate significant impact on valuations quickly followed by a strong rebound

Listed subscription software index (152 companies) Listed license software index (97 companies)
EV / LTM Sales evolution EV / LTM Sales evolution

20.0x 20.0x

18.0x 0 1 /0 1 /2 0 to 3 1 /1 2 /2 0 perf. 18.0x 0 1 /0 1 /2 0 to 3 1 /1 2 /2 0 perf.

Median Average Median Average
16.0x 16.0x
+4.8x +8.2x +0.2x +1.2x
14.0x +62.7% +86.8% 14.0x +3.8% +21.3%
EV / LTM Sales

EV / LTM Sales
12.0x 12.0x

10.0x 10.0x

8.0x 8.0x

6.0x 6.0x

4.0x 4.0x

2.0x 2.0x
Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 Mar 20 Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 Mar 20

Median Average Median Average

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

10
Covid-19 impact on stock prices
Share prices are up for all segments on average, except for HR Tech

Stock price performance by segment between February 14th, 2020 and Dec. 31st, 2020
+350%

+300%

+250%

+200%

+150%

+100%

+54.3% +59.6%
+50% +50.2% +51.1%
+34.9%
+16.6% +18.1% +19.1% +20.9% +22.9%
-

(50%)

(100%)
Engineering HR Tech ERP & Supply Vertical software DevOps & IT Analytics & BI Business Process Security Sales & Marketing Communications
Chain Management Automation & Collaboration

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

11
Subscription vs. License software
Subscription software models are consistently more highly rated than license models

Average EV / 2020 Sales by segment

23.5x
21.9x

18.6x
18.1x 18.0x

14.6x 14.9x
13.7x 13.6x
Licence 12.0x
Subscription 10.9x
9.6x
8.2x
7.3x 7.1x
6.7x 6.7x
5.7x
4.9x
4.2x

Business Process Communications & DevOps & IT

Analytics & BI Engineering ERP & Supply Chain HR Tech Sales & Marketing Security Vertical software
Automation Collaboration Management

Constituents 4 9 7 14 9 20 8 10 16 2 9 8 5 7 3 25 13 24 21 33
LTM Sales growth 12% 72% 16% 21% 13% 48% 5% 34% 13% 17% 8% 17% 8% 17% 22% 26% 11% 32% 17% 24%
LTM EBITDA margin 18% 16% 18% 15% 21% 15% 18% 14% 20% 19% 26% 16% 24% 15% 20% 19% 18% 19% 22% 21%
LTM efficiency 26% 42% 27% 27% 28% 46% 20% 42% 28% 50% 26% 22% 17% 34% 38% 36% 31% 37% 26% 34%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

12
 3.
Key software trends

Private and confidential

Software M&A trends
M&A volumes recovered healthily with a number of strategic deals & the return of large private equity platform transactions

Activity was driven by selected key verticals such as: Health (Livongo/Teladoc), Real Estate/Mortgage Processing (ICE/Ellie Mae), Core Banking
Verticals
(NEC/Avaloq), Insurance (Roper/Vertafore) as well as Industrial/Engineering software acquirers (Aveva/OSI Soft, Emerson Electric/OSI Systems)

Increased activity in Customer Engagement and CPaaS space continued particularly driven by the need for connected omnichannel and rich
CEX / CPaaS /
customer experience powered by data integration and cloud/mobile-first communications (Salesforce/Slack, Twilio/Segment, Infobip, Sinch/SAP
Collaboration Digital Interconnect)

Cloud and infrastructure majors activity was relatively muted with focus on investment in adjacent sectors (telco - JIO, gaming) and some tactical
Cloud
acquisitions in selected segments such as monitoring (Cisco/ThousandEyes), SD-WAN (HPE/SilverPeak), storage infrastructure (NetApp/Spot,
infrastructure Pure/PortWorx) and DevOps (Progress/Chef)

Semiconductor Semiconductor consolidation wave (Nvidia/ARM) will likely have interesting long-term implications on IoT and Data Science/Machine Learning
consolidation sectors

Portfolio re- A number of the tech majors continued portfolio re-alignment (IBM spin off of Technology Services, SAP carve out of Qualtrics, sale of ARM to
alignment Nvidia, Intel sale of NAND memory business)

Private Equity PE activity has rebounded with several multi-billion buyout transactions in defensive sectors such as ERP including CD&R/Epicor, EQT/IFS for
activity example

Private and confidential

14
Key software trends
A number of long term trends drive M&A and software vendor strategies but relative importance/priorities shifted in 2020 with enterprise collaboration, cPaaS and vertical
consolidation driven by digital transformation imperatives taking precedence

1 2 3
In summary

▪ The global enterprise collaboration and communication sector is a clear

beneficiary of the work from home trend
Resurgence in Vertical Automation: Tech
(AI, ML) and ▪ Software-driven innovation across multiple vertical segments has been key
enterprise consolidation and
driver of M&A (e.g. in FinTech, Insurance, Healthcare)
collaboration and digital applied AI (RPA,
remote work transformation NLP, DT, Autonomy) ▪ COVID-19 had a temporary impact on valuations, but longer-term impact of
remote work and collaboration will be tangible
4 5 6
▪ Incumbent infrastructure vendors race to establish a position as enablers of
hybrid cloud solutions

▪ The DevOps category emerged as a key customer for cloud IaaS and key area
of M&A

▪ AI-powered automation, data analytics and low code platforms tangibly

augment human input and redefine traditional business processes
Democratization,
lowcode and new Edge computing ▪ Edge computing and 5G roll out will drive adoption of IoT solutions,
data analytics and 5G; SD-WAN Cybersecurity autonomy / robotics and likely impact cloud computing landscape

7 8 9 ▪ Cybersecurity is facing increasing challenges as a result of the complexity of

automation

▪ Digital customer experience, driven by cPaaS, mobile engagement, and

renewed focus on supply chain automation/logistics also became “hot
battlegrounds” driven by eCommerce and WFH

Hybrid cloud and

multi-cloud Battleground for The advent of
battlegrounds DevOps eyeballs converged models

Private and confidential Sources: Gartner, Thomson Eikon, press releases and articles

15
Key software trends
Enterprise collaboration and cPaaS saw significant resurgence in Strategic M&A post Covid-19

▪ The global enterprise collaboration and communication sector is a clear beneficiary of the work for home
trend
▪ $50bn+ market has seen multiple waves of innovation and strategic interest / investment from software
and cloud majors, enterprise communications and Telco service providers
▪ The sector remains quite fragmented across distinct categories such as unified communications, cPaaS /
chat-based collaboration, file / document sharing, project management, etc. with software / cloud
Resurgence in majors pursuing “one stop” solutions
enterprise ▪ The extraordinary growth of video collaboration and communication platforms as a service as well as
collaboration intensifying competition among cloud major were key drivers for heightened M&A activity
(Salesforce/Slack)
▪ Enterprise collaboration and cPaaS are key areas of strategic interest

▪ Software-driven innovation across multiple vertical segments has been the driver of M&A, with entrants
such as industrials being very active
▪ Industrial vendors for example are actively pursuing targets in engineering software, automation,
construction, maintenance and other sectors
▪ ROI-driven consolidators with appetite for software have pursued multiple “defensive” verticals and
sector leaders
Vertical ▪ Financial services, insurance, real estate / mortgage have seen significant strategic activity around cloud
consolidation based enablement platforms (e.g. APIs) and PE consolidation often focused on “core systems”
▪ Vertical software consolidation was brisk, driven by digital transformation in key industries such as
financial service, healthcare and industrial automation

Private and confidential Sources: Gartner, Thomson Eikon, press releases and articles

16
Key software trends
Automation and lowcode platforms augment humans by helping them design complex processes and take AI-driven decisions

Fundamental
▪ Artificial Intelligence (AI) has been a trending topic for a while now but the emergence of new branches
within it led to more sophistication and widened its use cases
▪ Machine Learning and AI and its fundamental subsegments (Neural Networks, Natural Language
Processing, etc) have seen strong adoption and advances by tech majors / cloud platforms, core chip
vendors and the open source community but few from pure-play software leaders RPA
▪ On the other hand, driven by increasingly more powerful processing and data management, applied AI
Automation: has now wider capabilities, is reshaping more industries and creating new leaders. It helps organizations
automate more processes, track more data and augment human decisions
Tech (AI, ML) and Digital Twins
▪ For example, Robotic Process Automation (RPA) helps automate complex processes and repetitive tasks
applied AI (RPA, while decreasing human intervention
DT, Autonomy) ▪ Digital Twins (DT), a digital version of all systems within a single ecosystem, enabled by automation and Autonomy
provides clear benefits (predictive maintenance)
▪ Autonomous mobility and robotics in industrial settings are key areas of applied AI

▪ Democratization of software design is enabled by so-called lowcode platforms; visual development

environments that allow any person to drag and drop components, connect them together and create a
mobile or web app with limited to no coding experience (citizen developers)
▪ Lowcode platforms also reduce the amount of hand coding and therefore setup costs, maintenance and
time to market
Democratization, ▪ Most lowcode platform providers offered free access to their platforms during the Covid-19 pandemic to
lowcode and help citizen developers code apps more rapidly
new data ▪ Democratization also applies to data analytics where citizen (or business user) analysts can generate
analytics complex data models without the skills of a data scientist
▪ New data analytics and visualization emerged as key battleground for cloud / enterprise majors in 2019

Private and confidential Sources: Gartner, Thomson Eikon, press releases and articles

17
Key software trends
Edge computing will seed 5G mobile networks before their roll-out and cybersecurity faces increasing complexity thanks to AI

▪ Edge computing aims to process data close to the location where they are produced to save bandwidth and
latency
▪ It creates local smart spaces, off the grid and closer to its users by bringing compute capabilities into the
network and drive
▪ Edge computing is expected to seed the 5G market before widespread coverage by processing huge
amounts of data locally, thereby reducing required bandwidth
Edge computing ▪ In the long run and combined with fifth-generation mobile networks roll-out (100x faster than current
technology), edge computing will definitely change the way networks are organized (along with cloud
and 5G; SD-WAN distribution) and how people and organizations share and process data and enable rapid adoption of IoT
solutions
▪ IoT solutions are likely to see acceleration driven by 5G deployment

▪ Another topic that has been trending for a while, Cybersecurity is still evolving, as cyberthreats do.
Increasing digitalization of organizations make them increasingly vulnerable to cyber attacks, as shown
by the surge in attacks following the Covid-19 pandemic
▪ Cybersecurity relies on AI / ML and threat intelligence to understand and protect enterprises and
consumers. The rise of AI also lead to increasingly sophisticated zero-day threats
▪ Identity and Access / Sign-On Management have become key components of all SaaS and E-commerce
workflows and will likely attract significant strategic interest
Cybersecurity ▪ Cybersecurity has seen significant activity driven by PE consolidators over the past several years,
highlighting its mission critical and defensive nature
▪ Strategic activity has also been healthy particularly as infrastructure vendors fill in whitespaces in their
portfolios

Private and confidential Sources: Gartner, Thomson Eikon, press releases and articles

18
Key software trends
Hybrid and multi-cloud management capabilities have been a primary motive for recent strategic consolidation

▪ As the public cloud (infrastructure as a service) market has emerged as essentially three-horse race (in
North America and Europe), incumbent infrastructure vendors race to establish a position as enablers of
hybrid cloud solutions while the public cloud majors extend their footprint in the enterprise data center for
workloads that will not be optimal for public cloud
▪ In theory, a hybrid cloud platform will enable enterprises to run application in one or more public clouds
and partially as needed in the enterprise data center
▪ Fundamental technologies such as Kubernetes enable deployment, orchestration and operations of
Hybrid cloud and applications across cloud and data center environments
multi-cloud ▪ Public cloud vendors are increasingly look to “move up the stack” and offer entire infrastructure solutions
battlegrounds and drive lock-in. Such movement up the stack draws analogies to the consolidation of the late
1990s/early 2000s driven by key server vendors
▪ New orchestration and monitoring tools enable enterprise to manage and optimize multi-cloud
environments

▪ DevOps emerged as key customer for cloud IaaS. Enabled by agile and rapid development technologies,
DevOps have redrawn traditional IT silos and buying patterns
▪ As the public cloud vendors look to solidify their customer lock in and attract new workload, a key M&A
battleground has been the ability to enable the DevOps lifecycle across categories including:
▪ Application lifecycle management including version control Aborted
Battleground for
▪ API-driven integration
DevOps eyeballs
▪ Data analytics and data management platforms

Private and confidential Sources: Gartner, Thomson Eikon, press releases and articles

19
Final software trend: New converged models
Future value creation in enterprise software may well shift towards a tighter integration with adjacent, complementary services

▪ While having attractive financial models, enterprise software, in isolation, does have inherent limitations
– including its overall addressable market / size (still dwarfed by a number of IT segments) and slow sales
cycle
▪ The shift to subscription and cloud / multi-tenant delivery is addressing such limitations by also making
software ultimately easily consumable and integrated with adjacent categories: from IT infrastructure to
E-commerce / marketplace enablement, payments, information services, advertising
▪ The “as a Service” trend has disrupted the traditional IT major bundle (hardware, software, IT services)
▪ The rise of AI / ML should at least in theory lead for tighter integration between information services and
The advent of software (better decisioning needs better aggregated data)

converged ▪ Shared economy services / crowdsourcing could also integrate very well with specific software
models ▪ Investors are increasingly looking for “new” converged models that capture inherently bigger share of
customer’s wallet. Examples include:
▪ Software (ERP, Supply Chain) + Marketplace + Payments
▪ Information Services / Aggregated dataset + Software (Analytics, ERP)
▪ Information Services / Enterprise social network + Software (Productivity, Collaboration)

Private and confidential Sources: Gartner, Thomson Eikon, press releases and articles

20
 4.
Recent IPO trends

Private and confidential

22
50
-
-

150
200
250
300
200
300
500
600

100
100
400
Q1 2014
Q2 2014

2014
Q3 2014
Q4 2014

Private and confidential

Q1 2015
Q2 2015

2015
Q3 2015
IPO activity

Q4 2015
Q1 2016
Q2 2016

2016
Q3 2016

IPO Count by Amount ($)

United States

Q4 2016

< $1Bn Registration Amount

Q1 2017
Q2 2017

2017
Q3 2017
Q4 2017
IPO Count by Geography (Annual)

1) 2020 YTD = 1 Jan 2020 to 30 Sep 2020

Q1 2018
Q2 2018
Q3 2018 2018
Rest of the World
The IPO market is currently at historical highs

Q4 2018
Q1 2019
Q2 2019
2019

Q3 2019
Q4 2019
> $1Bn Registration Amount

Q1 2020
Q2 2020
2020 YTD¹

Q3 2020
50
-
100
150
200
250
300

20,000
40,000
60,000
80,000

-
100,000

Q1 2014
Q2 2014
Q1 2014
Q3 2014
Q2 2014
Q4 2014
Q3 2014
Q4 2014 Q1 2015
Q1 2015 Q2 2015
Q2 2015 Q3 2015
Q3 2015 Q4 2015
Q4 2015 Q1 2016
Q1 2016 Q2 2016
IPO Volume (Quarterly)

Q2 2016 Q3 2016
United States

Q3 2016 Q4 2016
Q4 2016 Q1 2017
Q1 2017 Q2 2017
Q2 2017 Q3 2017
Q3 2017 Q4 2017
Q4 2017
Q1 2018
IPO Count by Geography (Quarterly)

Q1 2018
Q2 2018
Q2 2018
Total Registration Amount ($m)

Q3 2018
Rest of the World

Q3 2018
Q4 2018
Q4 2018
Q1 2019
Q1 2019
Q2 2019 Q2 2019
Q3 2019 Q3 2019
Q4 2019 Q4 2019
Q1 2020 Q1 2020
Q2 2020 Q2 2020
Q3 2020 Q3 2020
 Software IPOs overview
Overview of key recent software IPOs currently trading

80.0x 77.0x 2021 Forward Revenue Multiple

70.0x

60.0x

50.0x

40.4x
38.6x 2021E Revenue Multiple Median: 18.7x
40.0x

29.0x 28.5x 27.8x

30.0x 26.8x

18.7x 18.7x
20.0x 15.8x 14.6x
12.3x 11.4x 10.9x 10.5x
8.7x
10.0x

0.0x

CY2021E Rev
91% 34% 25% 24% 18% 30% 31% 29% 19% 31% 27% 17% 9% 20% 54% 8%
Growth (%)

Price
19% 216% 88% 14% 9% (8%) 125% (17%) (6%) (1%) 170% (4%) 23% (32%) 107% 1%
Performance

Market Value
82,215 9,553 38,193 7,366 5,123 5,991 39,213 3,796 5,174 4,129 2,582 2,570 9,364 3,624 8,502 3,759
($m)

IPO Size ($m) 3,360 216 1,300 250 216 509 - 350 405 - 150 326 237 468 312 402

Private and confidential Note: Checkmarks represent direct listings

23
 SaaS multiples at IPO
Overview of valuations at IPO

200.0x
LTM & LQA Revenue Multiple as of IPO Date

167.4x

150.0x

126.6x
LTM Revenue Multiple Median: 25.5x
100.0x

LQA Revenue Multiple Median: 25.6x

55.4x 55.3x
50.6x
50.0x 44.3x
48.5x 35.4x
44.9x 27.6x 26.9x 24.2x 23.2x
33.7x 34.8x 17.4x
30.7x 28.4x 29.0x 15.0x 14.5x
22.8x 9.7x 9.5x 9.2x
20.0x 18.8x
16.0x 12.8x 9.9x 9.1x 8.5x
0.0x

Rev Growth1 287% 405% 106% 85% 51% 92% 42% 158% 92% 187% 270% 119% 42% 111% 72% 71%

GM% 61% 68% 81% 77% 55% 80% 87% 56% 80% 73% 64% 32% 70% 81% 60% 74%

EBITDA
(85%) (1%) (1%) (24%) (15%) (13%) (82%) 5% 11% (9%) (112%) (84%) (48%) 28% (6%) (21%)
Margin

Efficiency%2 202% 404% 105% 61% 36% 79% (40%) 163% 103% 178% 158% 35% (6%) 139% 66% 50%

Private and confidential 1) Revenue growth represent year/year growth for LTM preceding IPO date
2) EBITDA Margin% + Revenue Growth%
24 Note: checkmarks represent direct listings
 SPAC Deals
Overview of notable Software and Technology SPACs
SPACs merged

Ann. Date 09/15/20 10/06/20 09/02/20 09/02/20 06/04/20 10/14/20 09/30/20 09/30/20 10/19/20
% Change
6.5% (9.0%) (2.3%) (14.6%) (24.7%) (1.5%) (14.9%) (5.2%) (12.8%)
Since IPO¹
Sector Real Estate Healthcare Gaming Sensors Electric Vehicles Supply Chain Sensors Education FinTech
Enterprise
4,768 3,702 3,500 2,900 3,324 2,565 1,600 1,300 1,300
Value ($m)
Equity
6,307 4,435 - 3,400 4,029 2,000 1,800 837 1,102
Value ($m)
EV / Rev² 1.0x 4.2x 6.3x NM 1.0x 7.0x 6.4x 2.2x 5.5x

EV / EBITDA2 NM NM NM - 15.6x 21.3x 103.2x 7.6x 19.6x

SPACs seeking target

Public Date Jul-20 Jul-20 Jul-20 Jul-20 Aug-20 Jul-20 Aug-20 Jul-20 Sep-20 Jul-20 Aug-20 Aug-20 Aug-20 Aug-20 Jul-20

Amt Raised
4,000 1,800 720 522 500 414 300 200 167 150 139 130 105 100 40
($m)

Private and confidential 1) As of 11/18/2020

2) Multiples advertised at deal announcement
25
 5.
Listed subscription software

Private and confidential

 Subscription software sample overview
Our subscription sample gathers 152 companies primarily offering software solutions through a subscription model

Main metrics Constituents

LTM 2020 2021

Valuation metric s - Average
EV / Sales 16.5x 16.3x 13.3x
EV / EBITDA 39.1x 37.2x 36.0x
EV / EBIT 45.5x 43.4x 41.0x
EV / FCF 47.3x 47.8x 44.1x
Valuation metric s - Median
EV / Sales 12.3x 11.7x 9.1x
EV / EBITDA 10.7x 35.8x 31.4x
EV / EBIT (16.7x) 34.5x 32.8x
EV / FCF 49.4x 43.9x 45.3x
O perational data - Average
Sales growth +32.0% +5.6% +22.2%
EBITDA margin 17.7% 20.9% 20.7%
EBIT margin 15.0% 17.1% 16.5%
FCF margin 18.3% 15.6% 14.7%
Efficiency 36.1% 17.4% 31.0%
O perational data - Median
Sales growth +20.9% +3.1% +17.3%
EBITDA margin 0.9% 13.1% 13.7%
EBIT margin (4.6%) 8.5% 7.5%
FCF margin 12.0% 7.6% 8.0%
Efficiency 34.5% 11.0% 27.3%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

27
Subscription software sample statistics
Most companies are headquartered in Americas with an EV over $1bn

Geography (HQs) Size (Enterprise Value)

> Most companies are headquartered in Americas > Most companies have an Enterprise Value over $1bn

6% 9%

15%
24%
Americas Small (<USD120m)
EMEA Mid
APAC Large (>USD1bn)

70%
76%

Sales growth Efficiency (sales growth + FCF margin)

> Analysts expect lower sales growth for the coming years > ca. 39% of companies were high performers in the LTM

1% 4%
13% 21%
30% 23%
39%
24%
22% High (>30%) High (>40%)
48%
98% 28%
Mid Mid
73%
63% Low (<20%)
48% Low (<20%)
32% 31%

LTM (past) 2020 2021 LTM (past) 2020 2021

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

28
Rule of 40 premium
There is a clear correlation between sales multiples and efficiency

EV / LTM Sales vs. Efficiency (sales growth + FCF margin)

40x

y = 38.978x + 1.5732
35x R² = 0.2947

30x

25x
EV / Sales

20x

15x

10x

5x

-
- 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60% 65% 70% 75% 80% 85% 90% 95%
Efficiency (Sales growth + FCF margin)

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

29
Rule of 40 premium
Market outperformers with an efficiency over 40% are valued higher than their peers

Average EV / Sales vs. Efficiency (sales growth + FCF margin)

2 2 .6x
2 1 .5x
2 0 .1x 2 0 .2x 2 0 .4x

1 7 .9x

1 6 .2x
1 5 .2x

1 3 .8x
1 2 .5x LTM
1 1 .6x 2020
2021
8 .8x
8 .1x
7 .6x
6 .6x

<10% [10%; 20%[ [20%; 30%[ [30%; 40%[ ≥40%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

30
Subscription software valuation multiples
Investors tend to value growth rather than profitability, except for companies with significantly high margins

Average EV / Sales vs. Sales growth Average EV / Sales vs. EBITDA margin
> Clear correlation between sales growth and valuation multiples > No clear correlation between EBITDA margin and valuation multiples, except for
companies with industry leading margins

32.3x

28.5x
26.4x
24.8x

20.3x 20.4x
18.8x 19.2x18.6x
17.4x 17.1x 17.2x
15.6x 15.5x 15.0x
14.8x 14.8x 14.3x
12.9x 13.3x
11.1x 11.2x 11.3x
9.9x 9.6x
9.0x
8.2x

4.8x 4.8x

<10% [10%; 20%[ [20%; 30%[ [30%; 40%[ ≥40% <10% [10%; 20%[ [20%; 30%[ [30%; 40%[ ≥40%

LTM 2020 2021 LTM 2020 2021

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

31
Share price performance & Valuation by segment
Communications & Collaboration, BPA, Sales & Marketing, and Analytics & BI are the best performing segments

Average EV / Sales vs. 1-year share price performance

24.0x
ERP & Supply Chain
53,074

22.0x Business Process Automation

102,865

20.0x

Communications & Collaboration

DevOps & IT Management Analytics & BI 397,780
EV / 2020 Sales

18.0x
189,012 169,016

16.0x
Security
Engineering
234,908
67,493
14.0x Vertical software Sales & Marketing
233,229 680,251

HR Tech
12.0x
102,187

10.0x
+40.0% +60.0% +80.0% +100.0% +120.0% +140.0% +160.0%
1-year share price performance

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

Note: bubble sizes correspond to the segment combined market capitalization in $bn
32
Subscription software sales multiples and growth by segment
Average sales growth in 2020 is significantly lower for LTM and expected 2021 due to the Covid-19

Average EV / Sales multiples by segment

22.8x 22.8x21.9x 23.5x
20.4x 19.1x18.0x
18.8x18.1x 18.2x 18.6x 18.2x 17.8x
14.9x 15.0x14.6x 14.7x13.7x 16.0x14.9x
14.3x
12.2x 12.3x12.0x 11.9x 12.6x13.6x
10.3x 11.1x 9.8x

Analytics & BI Business Process Communications DevOps & IT Engineering ERP & Supply HR Tech Sales & Security Vertical software
Automation & Collaboration Management Chain Marketing

LTM 2020 2021

Average Sales growth by segment

+72%

+48%
+34% +32%
+26% +25% +26% +29%
+21% +22% +22% +23% +24%
+16% +19% +17% +17% +17% +18%
+13%
+6% +3% +7% +5% +3% +4% +4% +6% +6% +5%

Analytics & BI Business Process Communications DevOps & IT Engineering ERP & Supply HR Tech Sales & Security Vertical software
Automation & Collaboration Management Chain Marketing

LTM 2020 2021

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

33
Subscription software EBITDA multiples and margins by segment
Despite Covid-19, most segments are expected to maintain or increase their EBITDA margins

Average EV / EBITDA multiples by segment

98.0x

62.5x 57.0x 60.1x

53.0x 54.3x
43.5x39.0x 45.7x 44.6x 47.0x
42.1x
33.2x
41.0x40.4x35.7x 39.2x42.5x37.1x 34.2x30.2x32.7x
25.3x30.6x 27.6x 28.8x32.8x26.4x
21.0x17.9x

Analytics & BI Business Process Communications DevOps & IT Engineering ERP & Supply HR Tech Sales & Security Vertical software
Automation & Collaboration Management Chain Marketing

LTM 2020 2021

Average EBITDA margin by segment

32%
27% 26%
24% 26% 25%
21% 20% 22% 21% 21% 20%
19% 20% 20% 19% 20% 21% 19% 21% 19% 19% 18%
16% 15% 17% 15% 14% 16% 15%

Analytics & BI Business Process Communications DevOps & IT Engineering ERP & Supply HR Tech Sales & Security Vertical software
Automation & Collaboration Management Chain Marketing

LTM 2020 2021

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

34
Subscription software historical sales multiples
Subscription software companies currently trade at all time highs

Historical EV / LTM Sales multiples

20.0x

18.0x 0 1 /0 1 /2 0 to 3 1 /1 2 /2 0 perf.
Median Average
16.0x +4.8x +8.2x
+62.7% +86.8%

14.0x
EV / LTM Sales

12.0x

10.0x

8.0x

6.0x

4.0x

2.0x
Mar 15 Jul 15 Nov 15 Mar 16 Jul 16 Nov 16 Mar 17 Jul 17 Nov 17 Mar 18 Jul 18 Nov 18 Mar 19 Jul 19 Nov 19 Mar 20 Jul 20 Nov 20

Median Average 12-month trailing average 12-month trailing median

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

35
 Covid-19 impact on publicly listed subscription software valuations
All subscription software segments outperformed the market since Covid-19 onset

Stock prices return by segment since 14/02/20 (Covid-19 onset)

+75.9%
+64.0%
S&P 500
+11.1% +50.5% +51.7%
+42.3% +45.4%
+34.7%
+27.6% +29.7%

+14.7% +14.8%

Vertical software HR Tech DevOps & IT Engineering Analytics & BI All ERP & Supply Security Sales & Business Process Communications
Management Chain Marketing Automation & Collaboration

Average EV / LTM Sales pre and post Covid-19

22.8x
19.1x 18.8x 20.4x
16.5x 18.2x
15.6x 15.0x 16.0x 15.1x 14.7x
12.6x 12.3x 13.0x 13.2x 13.6x
10.5x 10.1x 10.7x 11.2x
9.2x 8.7x

Vertical software HR Tech DevOps & IT Engineering Analytics & BI All ERP & Supply Security Sales & Business Process Communications
Management Chain Marketing Automation & Collaboration

14/02/2020 31/12/2020

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

36
 6.
Listed license software

Private and confidential

 License software sample overview
Our license sample gathers 97 companies primarily offering software solutions through a license and maintenance model

Main metrics Constituents

LTM 2020 2021

Valuation metric s - Average
EV / Sales 6.9x 6.9x 6.2x
EV / EBITDA 31.5x 23.7x 21.7x
EV / EBIT 36.6x 31.8x 28.5x
EV / FCF 32.1x 37.9x 30.9x
Valuation metric s - Median
EV / Sales 5.3x 5.3x 5.1x
EV / EBITDA 25.0x 20.0x 17.9x
EV / EBIT 31.4x 26.0x 23.2x
EV / FCF 26.1x 31.2x 27.2x
O perational data - Average
Sales growth +12.8% +3.3% +11.9%
EBITDA margin 20.9% 26.8% 26.7%
EBIT margin 16.4% 21.5% 21.1%
FCF margin 20.3% 18.0% 18.7%
Efficiency 26.8% 19.8% 26.6%
O perational data - Median
Sales growth +5.3% +0.5% +8.3%
EBITDA margin 19.1% 25.9% 25.8%
EBIT margin 13.8% 18.6% 18.5%
FCF margin 18.7% 15.3% 17.6%
Efficiency 23.6% 16.1% 24.9%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

38
License software sample statistics
Most companies are headquartered in Americas with an EV over $1bn

Geography (HQs) Size (Enterprise Value)

> Most companies are headquartered in Americas > Most companies have an Enterprise Value over $1bn

7%

25% Small (<USD120m)

46% Americas
Mid
54% EMEA
Large (>USD1bn)
68%

Sales growth Efficiency (sales growth + FCF margin)

> Sales growth for license businesses are mostly in the low / mid range > Efficiency is expected to decrease in 2020

6% -
1% 4% 2%
5% 4% 19% 14%
38%
High (>30%) 36% 52% High (>40%)
99% 92%
89% Mid Mid
Low (<20%) 60% Low (<20%)
45%
34%

LTM (past) 2020 2021 LTM (past) 2020 2021

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

39
Rule of 40 premium
Correlation between sales multiples and efficiency is less relevant for license businesses than for subscription businesses

EV / LTM Sales vs. Efficiency (sales growth + FCF margin)

25x

20x

15x
EV / Sales

y = 10.014x + 4.4326
R² = 0.0929
10x

5x

-
- 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60% 65% 70% 75% 80%
Efficiency (Sales growth + FCF margin)

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

40
Rule of 40 premium
Despite a poor correlation and a high standard deviation, companies with a higher efficiency tend to be better valued

Average EV / Sales vs. Efficiency (sales growth + FCF margin)

1 1 .6x

1 0 .2x

9 .2x 9 .2x
8 .7x
8 .2x
7 .4x
LTM
6 .3x 2020
5 .7x 5 .5x 5 .7x 2021
5 .3x

4 .0x 4 .1x

3 .2x

<10% [10%; 20%[ [20%; 30%[ [30%; 40%[ ≥40%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

41
License software valuation multiples
As license software businesses are more mature than subscription ones, they display higher correlations to EBITDA margins

Average EV / Sales vs. Sales growth Average EV / Sales vs. EBITDA margin
> No clear correlation between sales growth and valuation levels > Clear correlation between EBITDA margin and valuation multiples

10.6x
10.1x
9.6x
9.2x
8.4x 8.5x 8.6x
7.8x 7.9x
7.4x 7.5x
7.1x 7.2x
6.7x 6.5x 6.5x
6.0x
5.7x 5.8x 5.7x
5.4x 5.5x 5.3x

4.2x
3.9x
3.2x
2.6x
2.2x

- -

<10% [10%; 20%[ [20%; 30%[ [30%; 40%[ ≥40% <10% [10%; 20%[ [20%; 30%[ [30%; 40%[ ≥40%

LTM 2020 2021 LTM 2020 2021

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

42
Share price performance & Valuation by segment
All segments saw a stock price increase over the last year

Average EV / Sales vs. 1-year share price performance

12.0x

11.0x HR Tech
133,026

10.0x
Analytics & BI
46,164
9.0x

Engineering
EV / 2020 Sales

8.0x 217,148

ERP & Supply Chain

Vertical software
7.0x 505,066
333,735 Sales & Marketing
23,597
6.0x DevOps & IT Management Security
80,479 84,798
5.0x Business Process Automation
3,825
Communications & Collaboration
4.0x 63,460

3.0x
- +5.0% +10.0% +15.0% +20.0% +25.0% +30.0% +35.0% +40.0% +45.0% +50.0% +55.0% +60.0% +65.0% +70.0%
1-year share price performance

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

Note: bubble sizes correspond to the segment combined market capitalization in $bn
43
License software sales multiples and growth by segment
The fastest growing segments are not necessarily the best valued ones

Average EV / Sales multiples by segment

10.9x
9.8x 9.6x 10.1x 9.8x
8.5x 8.5x 8.2x
7.4x 7.3x 7.3x 6.7x 6.8x 6.7x 6.3x 7.2x 7.1x
6.7x 6.7x 6.1x 6.5x
4.8x 4.9x 4.2x 5.3x 5.7x
4.2x 4.2x 4.1x 3.6x

Analytics & BI Business Process Communications DevOps & IT Engineering ERP & Supply HR Tech Sales & Security Vertical software
Automation & Collaboration Management Chain Marketing

LTM 2020 2021

Average Sales growth by segment

+31%
+22%
+16% +17%
+15% +13% +13% +13%
+12% +10% +10% +11% +11%
+8% +8% +8% +10%
+6% +6% +5% +4% +5% +4%
+2% +3% +1% +2% +3% +1% +2%

Analytics & BI Business Process Communications DevOps & IT Engineering ERP & Supply HR Tech Sales & Security Vertical software
Automation & Collaboration Management Chain Marketing

LTM 2020 2021

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

44
License software EBITDA multiples and margins by segment
License software businesses display higher EBITDA margins than subscription businesses

Average EV / EBITDA multiples by segment

45.6x
37.9x 39.8x
36.5x
33.2x 33.3x 32.0x
28.9x 30.2x
24.7x23.8x 25.5x 27.2x 25.3x24.4x 26.1x25.0x
22.8x21.5x 22.5x 21.0x20.3x 21.6x19.7x
19.0x16.5x 19.8x
15.7x 16.0x13.2x

Analytics & BI Business Process Communications DevOps & IT Engineering ERP & Supply HR Tech Sales & Security Vertical software
Automation & Collaboration Management Chain Marketing

LTM 2020 2021

Average EBITDA margin by segment

30% 30% 29% 32% 31% 31% 30%

27% 27% 29% 29%
25% 24% 26% 25% 25%
24%
21% 23% 24% 20%
24% 22%
18% 18% 16% 20% 18% 20% 18%

Analytics & BI Business Process Communications DevOps & IT Engineering ERP & Supply HR Tech Sales & Security Vertical software
Automation & Collaboration Management Chain Marketing

LTM 2020 2021

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

45
License software historical sales multiples
License software currently trade at all time highs

Historical EV / LTM Sales multiples

7.0x

6.5x
0 1 /0 1 /2 0 to 3 1 /1 2 /2 0 perf.
Median Average
6.0x
+0.2x +1.2x
+3.8% +21.3%
5.5x

5.0x
EV / LTM Sales

4.5x

4.0x

3.5x

3.0x

2.5x

2.0x
Mar 15 Jul 15 Nov 15 Mar 16 Jul 16 Nov 16 Mar 17 Jul 17 Nov 17 Mar 18 Jul 18 Nov 18 Mar 19 Jul 19 Nov 19 Mar 20 Jul 20 Nov 20

Median Average 12-month trailing average 12-month trailing median

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

46
Covid-19 impact on publicly listed license software valuations
Only Engineering, HR Tech, Security, Sales & Marketing and BPA outperformed the market since Covid onset

Stock prices return by segment since 14/02/20 (Covid-19 onset)

+25.9% +26.4%

+15.0% +15.1%
+11.2%
+5.6%
+3.7%
+0.4% +0.6%

S&P 500
(3.3%) +11.1%
(6.5%)
DevOps & IT Communications Vertical software Analytics & BI ERP & Supply All Engineering HR Tech Security Sales & Business Process
Management & Collaboration Chain Marketing Automation

Average EV / LTM Sales pre and post Covid-19

9.8x 10.1x
7.7x 8.5x 8.4x
7.2x 6.9x 6.9x 6.7x 7.4x 6.7x 6.8x
6.4x 5.9x 5.9x 5.5x
4.6x 5.3x 4.2x 4.8x 4.1x 4.8x

DevOps & IT Communications Vertical software Analytics & BI ERP & Supply All Engineering HR Tech Security Sales & Business Process
Management & Collaboration Chain Marketing Automation

14/02/2020 31/12/2020

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

47
 7.
Software transactions

Private and confidential

Notable deals over $1bn
Strategic M&A valuations for high growth premium assets easily exceeded > 20x revenue multiples

Strategic transactions Private Equity transactions

Avg. sales multiple: 17.5x 51.5x Avg. sales multiple: 4.8x

32.3x

16.7x
14.4x
12.2x
9.6x 10.1x 9.1x
5.7x 6.0x 5.9x 4.3x 5.0x 4.2x
1.7x 2.8x
-

Dec. 20 Nov. 20 Oct. 20 Aug. 20 Aug. 20 Aug. 20 Aug. 20 Aug. 20 Aug. 20 Nov. 20 Oct. 20 Oct. 20 Sep. 20 Aug. 20 Jul. 20 Mar. 20 Feb. 20

Target

Target
country

Acquirer

Acquirer
country

EV ($m) 27,770 1,438 2,916 1,178 1,600 5,020 5,350 11,019 18,257 3,078 1,200 1,080 2,279 4,700 3,625 4,708 1,607

Private and confidential Sources: companies, press releases and articles, 451 Research, Capital IQ, Mergermarket

49
Notable deals below $1bn
Recent software transactions below $1bn of EV support an average multiple of 5.6x / 8.2x LTM sales

Strategic transactions Private Equity transactions

Avg. sales multiple: 8.2x Avg. sales multiple: 5.6x
9.9x
8.7x
7.7x

4.7x
3.7x 4.0x

- - - - - -

Sep. 20 Jul. 20 Jul. 20 Jul. 20 Jun. 20 May. 20 May. 20 Sep. 20 Aug. 20 Jul. 20 Jul. 20 Feb. 20

Target Healthcare
Provider Software

Target
country

Acquirer

Acquirer
country

EV ($m) 450 575 525 925 985 - 900 - 756 702 689 366

Private and confidential Sources: companies, press releases and articles, 451 Research, Capital IQ, Mergermarket

50
 8.
About Alantra

Private and confidential

About us
Alantra is an independent global financial services firm focused on the mid-market with over 540 professionals worldwide

Overview Key figures

▪ We provide investment banking, alternative asset management and corporate

portfolio advisory services to corporations, family-owned businesses, and
institutional investors, with a clear focus on mid cap
24 540+ $194.4m
Offices FTEs Cash
▪ Our ambition is to always support our clients with the best advice and products 30 Nov. 2020
and to do that with an accountable and ethical approach to business

▪ Our listed partnership model means that while our teams work under stringent 20 110+ $618m
corporate governance structures, they thrive on autonomy and are personally Countries Partners 31 Dec. 2020
invested in Alantra. Which means we are all personally invested in our clients

Awards Ranking
# Company Name Value ($bn) Number of deals

1 Rothschild & Co 198.3 226

2 Lazard 182.3 115
3 Oaklins 1.4 93
European Corporate
Finance House of the 4 Clearwater International 1.1 81
year 5 Lincoln International 1.9 76
6 Alantra 5.6 69
7 Jefferies 87.5 64
Note : Mergermarket European league table (by volume) of financial advisers advising on announced
transactions in Europe from January 2020 to December 2020

Private and confidential

52
Global reach
24 offices in 20 countries across Americas, Europe and Asia guaranteeing global reach with deep local presence

Stockholm

Copenhagen
Dublin
Birmingham Amsterdam
London
Brussels
Paris Frankfurt
Vienna
Zurich
Boston Milan
San Francisco New York

Madrid Shanghai
Lisbon Athens
Hong Kong

Bogotá

Americas (7) Europe (15) Asia (2)

Bogotá Amsterdam London Hong Kong
São Paulo Boston Athens Madrid Shanghai
Buenos Aires Birmingham Milan
New York Brussels Paris
Buenos Aires
Santiago de Chile San Francisco Copenhagen Stockholm
Santiago de Chile Dublin Vienna
São Paulo Frankfurt Zürich
Lisbon

Private and confidential

53
Global senior Technology team
Alantra benefits from a global senior Technology team with deep local presence, able to reach foreign investors

John Emery Dragan Manoev James Chapman- Richard Zhu

Andrews Mario Schlup
Managing Director Managing Director Managing Director
Partner Managing Director
USA USA China
United Kingdom Switzerland

Irfan Iqbal Renee Shaening Richard Sanders Ralf Herrmann Sandeep Talwani
Managing Director Managing Director Partner Partner Managing Director
USA USA United Kingdom Switzerland Hong Kong

Kelemen Papp Michael Lenoce Wolfram Schmerl Sebastian Hougaard Klaus Vukovich
Managing Director Managing Director Managing Partner Managing Partner Managing Partner
USA USA Germany Denmark Austria & CEE

Chuck DelGrande Franck Portais Francesco Moccagatta Alfredo Hernández Lodewijk Sodderland
Managing Director Managing Partner Managing Partner Partner Managing Director
USA France Italy Spain Netherlands

Robert Cronin Oriane Durvye Jonas Bauréus Julio Cardenal Jose Mª Martín
Managing Director Partner Managing Partner Managing Partner Director
USA France Sweden Chile Spain

Private and confidential

54
Alantra software credentials
Selected software transactions advised by Alantra

2021 2020 2020 2020 2020 2020

Public tender offer Sell-side advisory Sell-side advisory Capital raise Sell-side advisory Sell-side advisory

2020 2020 2020 2020 2020 2019

Buy-side advisory Sell-side advisory Sell-side advisory Buy-side advisory Public tender offer Sell-side advisory

2019 2019 2019 2019 2019 2019

Debt refinancing Public tender offer Buy-side advisory Sell-side advisory Sell-side advisory Buy-side advisory

Private and confidential

55
 9.
Appendices

Private and confidential

Methodology & Definitions
Overview of the approach & Definitions of terms and abbreviations used in this report

Methodology Glossary

Segments definition ▪ CAGR: Compound Annual Growth Rate

▪ Subscription software corresponds to software businesses predominantly ▪ Cloud: refers to software hosted by the vendor in the cloud
invoicing on a subscription basis (often wrongly referred to as “SaaS” or “Cloud”) ▪ Efficiency: corresponds to the sum of sales growth and FCF margin. A common
▪ License software corresponds to software businesses predominantly invoicing on market practice is to consider companies with an efficiency above 40% as top
a license and maintenance basis (some of these companies may have engaged a performers
transition towards subscription and will be reclassified in our Subscription
▪ EV: Enterprise Value
software segment in the future
▪ FCF: Free Cash Flow

Time periods
▪ Refresh date for Market Capitalizations and Enterprise Values is December 31st,
2020
▪ EV / LTM corresponds to the Enterprise Value as of the refresh date divided by
the latest available 12-month period aggregates of the company
▪ EV / 2020 corresponds to the Enterprise Value as of the refresh date divided by
the 2020 calendar year aggregates
▪ EV / 2021 corresponds to the Enterprise Value as of the refresh date divided by
the 2021 calendar year aggregates
▪ LTM: Last Twelve Months; correspond to the latest available 12-month period
(which may differ from one company to the other)
▪ On premise: refers to software hosted by the client
▪ Rule of 40: see Efficiency
▪ SaaS: Software as a Service
▪ 2020: consensus estimates provided by analysts for the calendar year 2020
▪ 2021: consensus estimates provided by analysts for the calendar year 2021

Retained companies
▪ The companies featuring within the data driving this report are typically listed on Contact
global stock markets and typically generate annual revenue between $1m and
$39bn Feel free to contact David Kieffer (david.kieffer@alantra.com) for any questions,
▪ For consistency purposes and in order to avoid any analytical bias, we have only requests or comments you may have on this report
included in our segments and analyses companies for which LTM, 2020 and 2021
data is available (Sales, EBITDA and FCF)

Private and confidential

57
Subscription software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
EV / Sales 18.8x 18.1x 22.8x Alteryx, Inc.; Anaplan, Inc.; Cloudera, Inc.; Domo, Inc.; Elastic N.V.; Inovalon
Holdings, Inc.; MongoDB, Inc.; Snowflake Inc.; Sumo Logic, Inc.
Analytics & BI

EV / EBITDA 21.0x 17.9x 42.1x

EV / EBIT 57.7x 42.6x 29.7x
EV / FCF 26.9x 35.5x 31.7x
O perational data
Sales growth +72.4% +5.8% +26.2%
EBITDA margin 16.1% 24.5% 25.7%
EBIT margin 6.3% 12.4% 14.7%
FCF margin 13.9% 10.2% 9.4%
Efficiency 41.7% 7.9% 30.8%

Average data LTM 2020 2021 Constituents

Valuation metric s
EV / Sales 22.8x 21.9x 18.2x Appian Corporation; Avalara, Inc.; Basware Oyj; Bill.com Holdings, Inc.; BlackLine,
Business Process

EV / EBITDA 62.5x 43.5x 39.0x Inc.; Bottomline Technologies (de), Inc.; Coupa Software Incorporated; Esker SA;
Automation

EV / EBIT 82.4x 52.3x 53.0x Fortnox AB; Pegasystems Inc.; Proactis Holdings PLC; SPS Commerce, Inc.; Vertex,
EV / FCF 50.2x 66.1x 62.1x Inc.; Zuora, Inc.
O perational data
Sales growth +21.4% +3.1% +15.9%
EBITDA margin 15.0% 17.2% 18.8%
EBIT margin 13.3% 14.6% 13.1%
FCF margin 14.2% 12.3% 9.3%
Efficiency 26.5% 11.4% 22.8%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

58
Subscription software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
Communications &

EV / Sales 20.4x 18.6x 14.9x 8x8, Inc.; Agora, Inc.; Atlassian Corporation Plc; Bandwidth Inc.; Box, Inc.; DocuSign,
Inc.; Dropbox, Inc.; Everbridge, Inc.; Five9, Inc.; GetBusy Plc; J2 Global, Inc.; LoopUp
Collaboration

EV / EBITDA 25.3x 30.6x 33.2x

EV / EBIT 25.7x 22.5x 38.2x Group plc; RingCentral, Inc.; Sinch AB (publ); Slack Technologies, Inc.; Smartsheet
EV / FCF 37.8x 35.1x 33.4x Inc.; TeamViewer AG; Twilio Inc.; Workiva Inc.; Zoom Video Communications, Inc.
O perational data
Sales growth +47.9% +7.5% +24.5%
EBITDA margin 14.6% 19.9% 20.0%
EBIT margin 13.9% 15.9% 15.6%
FCF margin 22.8% 16.8% 14.5%
Efficiency 45.6% 21.1% 36.2%

Average data LTM 2020 2021 Constituents

DevOps & IT Management

Valuation metric s
EV / Sales 19.1x 18.0x 14.3x 24SevenOffice Scandinavia AB (publ); Briox AB (publ); Kinaxis Inc.; Park City Group,
EV / EBITDA 27.6x 53.0x 45.7x Inc.; Technology One Limited; WiseTech Global Limited; Xero Limited; Yonyou
EV / EBIT 45.3x 60.6x 55.6x Network Technology Co., Ltd.
EV / FCF 59.7x 63.8x 45.9x
O perational data
Sales growth +33.8% +5.0% +18.6%
EBITDA margin 13.5% 21.3% 19.5%
EBIT margin 9.7% 19.6% 18.6%
FCF margin 17.7% 17.7% 14.1%
Efficiency 42.0% 19.9% 32.6%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

59
Subscription software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
EV / Sales 15.0x 14.6x 12.2x Autodesk, Inc.; BIMobject AB
EV / EBITDA 98.0x 57.0x 44.6x
Engineering

EV / EBIT - 61.9x 47.8x

EV / FCF 57.1x 50.8x 41.1x
O perational data
Sales growth +17.3% +3.2% +21.9%
EBITDA margin 18.9% 31.6% 20.4%
EBIT margin 16.4% 29.1% 16.7%
FCF margin 32.5% 35.4% 38.2%
Efficiency 49.8% 38.5% 39.9%

Average data LTM 2020 2021 Constituents

Valuation metric s
ERP & Supply Chain

EV / Sales 18.2x 23.5x 17.8x 24SevenOffice Scandinavia AB (publ); Briox AB (publ); Kinaxis Inc.; Park City Group,
EV / EBITDA 60.1x 47.0x 54.3x Inc.; Technology One Limited; WiseTech Global Limited; Xero Limited; Yonyou
EV / EBIT 35.8x 31.4x 35.5x Network Technology Co., Ltd.
EV / FCF 56.8x 33.6x 60.1x
O perational data
Sales growth +17.4% +4.5% +22.1%
EBITDA margin 15.7% 20.9% 25.3%
EBIT margin 15.2% 12.7% 16.7%
FCF margin 14.4% 12.6% 15.0%
Efficiency 22.2% 15.6% 31.6%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

60
Subscription software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
EV / Sales 12.3x 12.0x 10.3x Asure Software, Inc.; Benefitfocus, Inc.; Cornerstone OnDemand, Inc.; Learning
EV / EBITDA 41.0x 40.4x 35.7x Technologies Group plc; Paycom Software, Inc.; Paylocity Holding Corporation;
EV / EBIT 82.8x 62.8x 52.0x Workday, Inc.
HR Tech

EV / FCF 32.4x 58.5x 42.6x

O perational data
Sales growth +17.3% +3.6% +13.3%
EBITDA margin 14.8% 26.9% 26.4%
EBIT margin 13.4% 21.1% 21.5%
FCF margin 22.6% 13.3% 15.1%
Efficiency 33.9% 17.8% 28.5%

Average data LTM 2020 2021 Constituents

Valuation metric s
Access Intelligence Plc; Adobe Inc.; ATTRAQT Group plc; BigCommerce Holdings,
Sales & Marketing

EV / Sales 14.7x 13.7x 11.1x

EV / EBITDA 39.2x 42.5x 37.1x Inc.; ChannelAdvisor Corporation; dotdigital Group Plc; HubSpot, Inc.; IMImobile
EV / EBIT 44.9x 45.9x 39.9x PLC; LeadDesk Oy; Lime Technologies AB (publ); LiveChat Software S.A.; LivePerson,
EV / FCF 57.7x 53.8x 52.2x Inc.; MailUp S.p.A.; Medallia, Inc.; PROS Holdings, Inc.; salesforce.com, inc.; Shopify
Inc.; Sidetrade SA; Sprout Social, Inc.; SVMK Inc.; Upsales Technology AB (publ);
O perational data
Wix.com Ltd.; Yext, Inc.; Zendesk, Inc.; ZoomInfo Technologies Inc.
Sales growth +26.2% +6.4% +22.8%
EBITDA margin 19.1% 21.1% 22.0%
EBIT margin 15.2% 17.2% 15.7%
FCF margin 16.9% 17.0% 13.7%
Efficiency 36.1% 19.2% 34.4%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

61
Subscription software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
EV / Sales 16.0x 14.9x 11.9x Avast Plc; BlackBerry Limited; Cloudflare, Inc.; CrowdStrike Holdings, Inc.; Efecte Oy;
EV / EBITDA 28.8x 32.8x 26.4x FireEye, Inc.; F-Secure Oyj; Kape Technologies Plc; Mimecast Limited; Okta, Inc.;
EV / EBIT 39.3x 37.7x 36.8x Osirium Technologies PLC; Palo Alto Networks, Inc.; Ping Identity Holding Corp.;
Security

EV / FCF 33.6x 34.5x 38.0x Proofpoint, Inc.; Qualys, Inc.; Rapid7, Inc.; Safeture AB (publ); SSH Communications
Security Oyj; Tenable Holdings, Inc.; Trend Micro Incorporated; Varonis Systems,
O perational data
Inc.; Verimatrix Société anonyme; Zix Corporation; Zscaler, Inc.
Sales growth +32.3% +6.1% +17.9%
EBITDA margin 19.1% 19.4% 18.1%
EBIT margin 15.6% 17.1% 15.4%
FCF margin 22.6% 16.8% 16.4%
Efficiency 36.6% 19.7% 29.6%

Average data LTM 2020 2021 Constituents

Valuation metric s
EV / Sales 12.6x 13.6x 9.8x 2U, Inc.; ACI Worldwide, Inc.; Admicom Oyj; Alarm.com Holdings, Inc.; Allscripts
Vertical software

EV / EBITDA 34.2x 30.2x 32.7x Healthcare Solutions, Inc.; AppFolio, Inc.; Blackbaud, Inc.; Cardlytics, Inc.; Castlight
EV / EBIT 45.9x 39.8x 36.4x Health, Inc.; CSG Systems International, Inc.; Duck Creek Technologies, Inc.;
EV / FCF 50.4x 49.1x 40.3x Envestnet, Inc.; EQS Group AG; Eventbrite, Inc.; Greater Than AB; Guidewire
Software, Inc.; Health Catalyst, Inc.; IRESS Limited; Jamf Holding Corp.; Model N, Inc.;
O perational data
MSCI Inc.; MTBC, Inc.; nCino, Inc.; OneConnect Financial Technology Co., Ltd.;
Sales growth +24.2% +4.7% +28.9% Pluralsight, Inc.; Q2 Holdings, Inc.; Quartix Holdings plc; RealPage, Inc.; SS&C
EBITDA margin 21.2% 21.5% 20.0% Technologies Holdings, Inc.; Synchronoss Technologies, Inc.; Tabula Rasa
EBIT margin 18.0% 18.4% 18.5% HealthCare, Inc.; Veeva Systems Inc.; Verisk Analytics, Inc.
FCF margin 15.3% 14.9% 16.9%
Efficiency 33.8% 15.1% 29.1%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

62
License software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
EV / Sales 9.8x 9.6x 8.5x Fair Isaac Corporation; Ideagen plc; Splunk Inc.; Teradata Corporation
Analytics & BI

EV / EBITDA 45.6x 24.7x 23.8x

EV / EBIT 46.1x 34.6x 30.0x
EV / FCF 35.8x 42.1x 44.0x
O perational data
Sales growth +12.2% +5.5% +10.5%
EBITDA margin 17.8% 30.4% 23.6%
EBIT margin 11.5% 21.3% 22.8%
FCF margin 19.1% 17.8% 13.1%
Efficiency 26.4% 21.2% 23.6%

Average data LTM 2020 2021 Constituents

Valuation metric s
EV / Sales 4.8x 4.9x 4.2x Aptitude Software Group plc; Blue Prism Group plc; Expert System S.p.A.; Fabasoft
Business Process

EV / EBITDA 22.8x 21.5x 15.7x AG; Formpipe Software AB (publ); Itesoft S.A.; Serviceware SE
Automation

EV / EBIT 24.8x 30.4x 36.3x

EV / FCF 24.6x 41.2x 26.9x
O perational data
Sales growth +15.6% +2.3% +14.8%
EBITDA margin 17.9% 16.2% 19.8%
EBIT margin 15.4% 18.1% 11.9%
FCF margin 17.4% 13.3% 14.8%
Efficiency 27.2% 9.4% 21.1%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

63
License software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
Communications &

EV / Sales 4.2x 4.2x 4.1x Amdocs Limited; Citrix Systems, Inc.; Enghouse Systems Limited; Juniper Networks,
Inc.; Limelight Networks, Inc.; Netgem SA; Nuance Communications, Inc.; Open Text
Collaboration

EV / EBITDA 25.5x 19.0x 16.5x

EV / EBIT 18.2x 24.1x 21.1x Corporation; Radware Ltd.
EV / FCF 22.7x 29.8x 25.3x
O perational data
Sales growth +13.2% +2.6% +5.8%
EBITDA margin 20.9% 25.4% 23.9%
EBIT margin 16.7% 22.2% 20.1%
FCF margin 24.6% 19.6% 17.9%
Efficiency 28.3% 17.3% 22.9%

Average data LTM 2020 2021 Constituents

DevOps & IT Management

Valuation metric s
EV / Sales 5.3x 5.7x 3.6x Axway Software SA; EasyVista S.A.; Micro Focus International plc; NetApp, Inc.;
EV / EBITDA 19.8x 16.0x 13.2x Software Aktiengesellschaft; USU Software AG; VMware, Inc.; WANdisco plc
EV / EBIT 28.1x 24.0x 17.5x
EV / FCF 23.2x 37.6x 27.4x
O perational data
Sales growth +4.5% +1.1% +31.2%
EBITDA margin 17.7% 22.7% 23.8%
EBIT margin 12.5% 16.6% 19.2%
FCF margin 18.5% 12.5% 15.3%
Efficiency 20.4% 13.2% 19.9%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

64
License software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
EV / Sales 8.5x 8.2x 7.4x Altair Engineering Inc.; ANSYS, Inc.; Aspen Technology, Inc.; AVEVA Group plc;
EV / EBITDA 37.9x 27.2x 22.5x Cadence Design Systems, Inc.; CENIT Aktiengesellschaft; Dassault Systèmes SE; GSE
Engineering

EV / EBIT 47.2x 37.0x 28.1x Systems, Inc.; IAR Systems Group AB (publ); Lectra SA; Mensch und Maschine
EV / FCF 43.1x 47.8x 35.9x Software SE; Nemetschek SE; PTC Inc.; RIB Software SE; Synopsys, Inc.; TXT e-
solutions S.p.A.
O perational data
Sales growth +13.3% +3.9% +13.2%
EBITDA margin 20.4% 27.4% 27.2%
EBIT margin 16.7% 22.6% 22.6%
FCF margin 17.8% 16.1% 17.9%
Efficiency 27.8% 19.9% 28.9%

Average data LTM 2020 2021 Constituents

Valuation metric s
ERP & Supply Chain

EV / Sales 7.3x 7.3x 6.7x American Software, Inc.; Constellation Software Inc.; Generix SA; Intuit Inc.;
EV / EBITDA 33.2x 25.3x 24.4x Manhattan Associates, Inc.; Oracle Corporation; SAP SE; The Descartes Systems
EV / EBIT 41.3x 37.6x 33.4x Group Inc; The Sage Group plc
EV / FCF 39.9x 35.3x 31.7x
O perational data
Sales growth +8.3% +1.9% +8.4%
EBITDA margin 25.6% 30.0% 28.9%
EBIT margin 21.2% 23.2% 22.6%
FCF margin 21.7% 22.2% 20.9%
Efficiency 26.2% 22.8% 28.4%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

65
License software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
EV / Sales 10.1x 10.9x 9.8x ATOSS Software AG; Automatic Data Processing, Inc.; Ceridian HCM Holding Inc.;
EV / EBITDA 26.1x 25.0x 36.5x Paychex, Inc.; TriNet Group, Inc.
EV / EBIT 28.4x 28.9x 27.5x
HR Tech

EV / FCF 25.5x 44.3x 35.4x

O perational data
Sales growth +7.7% +3.3% +9.9%
EBITDA margin 23.8% 32.3% 31.3%
EBIT margin 21.2% 27.0% 26.1%
FCF margin 13.8% 15.7% 20.9%
Efficiency 16.9% 18.9% 28.6%

Average data LTM 2020 2021 Constituents

Valuation metric s
NICE Ltd.; Upland Software, Inc.; Verint Systems Inc.
Sales & Marketing

EV / Sales 6.8x 6.7x 6.3x

EV / EBITDA 33.3x 21.0x 20.3x
EV / EBIT 53.8x 26.7x 24.3x
EV / FCF 29.9x 43.8x 28.7x
O perational data
Sales growth +22.2% +1.3% +5.1%
EBITDA margin 19.6% 31.1% 30.4%
EBIT margin 8.6% 25.3% 25.6%
FCF margin 24.4% 17.2% 21.5%
Efficiency 38.4% 18.5% 26.6%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

66
License software – Data by segment
Average data LTM 2020 2021 Constituents
Valuation metric s
EV / Sales 6.7x 6.7x 6.1x A10 Networks, Inc.; Absolute Software Corporation; Check Point Software
EV / EBITDA 39.8x 32.0x 28.9x Technologies Ltd.; CyberArk Software Ltd.; F5 Networks, Inc.; Fortinet, Inc.; GB
EV / EBIT 39.3x 33.2x 35.9x Group plc; NortonLifeLock Inc.; OneSpan Inc.; SailPoint Technologies Holdings, Inc.;
Security

EV / FCF 27.3x 34.6x 26.0x SecureWorks Corp.; Tufin Software Technologies Ltd.; WALLIX GROUP SA
O perational data
Sales growth +11.3% +1.9% +11.4%
EBITDA margin 17.5% 25.3% 24.9%
EBIT margin 15.5% 23.5% 20.7%
FCF margin 23.7% 22.1% 22.5%
Efficiency 30.7% 25.0% 33.8%

Average data LTM 2020 2021 Constituents

Valuation metric s
EV / Sales 7.2x 7.1x 6.5x Alfa Financial Software Holdings PLC; Asseco Poland S.A.; Black Knight, Inc.;
Vertical software

EV / EBITDA 30.2x 21.6x 19.7x Broadridge Financial Solutions, Inc.; Cerillion Plc; Cerner Corporation; Computer
EV / EBIT 37.1x 29.2x 29.2x Programs and Systems, Inc.; CoreLogic, Inc.; Fidelity National Information Services,
EV / FCF 33.3x 32.2x 29.8x Inc.; Fiserv, Inc.; Jack Henry & Associates, Inc.; Linedata Services S.A.; Omnicell, Inc.;
Phreesia, Inc.; Profile Systems & Software SA; Roper Technologies, Inc.; Sapiens
O perational data
International Corporation N.V.; SimCorp A/S; Temenos AG; Tyler Technologies, Inc.;
Sales growth +17.2% +4.1% +9.6% Vitec Software Group AB (publ)
EBITDA margin 22.5% 28.7% 29.3%
EBIT margin 16.0% 19.6% 21.2%
FCF margin 20.1% 19.0% 19.1%
Efficiency 25.9% 21.5% 25.9%

Private and confidential Sources: companies, Capital IQ, Thomson Eikon

67
Software contacts & Disclaimer

Irfan Iqbal Dragan Manoev Robert Cronin Emmet Keating Robert Young David Kieffer
Managing Director Managing Director Managing Director Director Director Vice President
irfan.iqbal@alantra.com dragan.manoev@alantra.com robert.cronin@alantra.com emmet.keating@alantra.com robert.young@alantra.com david.kieffer@alantra.com

✉ softwaregroup@alantra.com

This document has been prepared by ALANTRA Partners SA (hereinafter “ALANTRA”) for information purpose only.
The materials contained in this document have been prepared by ALANTRA from public information available on the Company. ALANTRA assesses that such information is fair, true
and accurate and therefore did not carry out any independent verification in connection therewith. ALANTRA gives no guarantee, representation or warranty, express or implied, as
to the accuracy, completeness and correctness of the information contained in this document.
The information and analysis included in such document shall not create any liability towards ALANTRA nor constitute the unique basis of an investment making decision. Opinions
expressed herein reflect the judgement of ALANTRA as of the date hereof and may be subject to change without notice if ALANTRA becomes aware of any information which may
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Private and confidential

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