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M&A Monthly – June 2010

Tech Acquisition Frenzy
Tax Impact
EMC Live Report

Thursday, June 10, 2010

10:00 am PT
www.corumgroup.com
Agenda

 Market Overview
 Tech Acquisition Frenzy
 Recent Corum Transactions

 Tax Impact
 Corum M&A Update
 EMC Live Report – Matt Olton, VP Corp Dev

 Closing Comments - Q&A

Corum Group Presentation ■ 2

 Presenters

Mark Reed Bruce Milne Nat Burgess

Executive Vice President CEO President
Corum Group Ltd. Corum Group Ltd. Corum Group Ltd.

Dougan Milne Miro Parizek Jeff Brown Matt Olton

Director of Research Managing Director Vice President VP Corporate Development
Corum Group Ltd. Corum Group Int’l, Sàrl Corum Group Ltd. EMC Corporation

Corum Group Presentation ■ 3

Logistics

 Ask questions for Q&A session

 Use Q&A window on right side
 Submit to queue at any time
 Ask “all panelists” – see “ask” option above text entry box
 This event is being recorded
 Rebroadcast June 17
 See “Conferences and Events” at www.corumgroup.com
 If any audio problems today
 Dial +1.408.792.6300
 Enter meeting event number: 669 576 488

>> For today’s presentation or more information, contact Pat Sultan

(pats@corumgroup.com, +1 425-455-8281 ext. 248)

Corum Group Presentation ■ 4

Introduction

Bruce Milne
CEO
Corum Group Ltd.

A leader in the software industry, Bruce has founded or owned four software companies, including the largest
vertical market software company, AMI, an Inc. 500 firm rated by IDC as the fastest growing computer-related
company in the world.

He has served on advisory boards for Microsoft, IBM, DEC, Comdex and Apple, and as board member/founding
investor in some of the most innovative firms in their field, including Blue Coat, Bright Star and Sabaki. Past
advisor to two governors and a senator, a board member of the Washington Technology Center, and founder of
the WTIA, the nation’s most active regional technology trade association.

He worked with the Canadian government to found SoftWorld, and he was recently chosen as one of the 200
most influential individuals in the IT community in Europe. He was also the only American juror for the recent
Tornado 100 Awards given to Europe’s top technology firms  

A graduate with Distinction from Harvard Business School, Bruce has written three books on business models for
success, including Power Planning. He is a frequent lecturer and author.
Corum Group Presentation ■ 5
 Asia

 Japan’s Maelstrom Swallows Another Leader – 5th in 4 yrs

 Indian Court Finds 8 Guilty for Deadly Bhopal Gas Leak

 China’s Property Market Freezes – Speculators Not

Welcome
 China’s May Exports Rise 48.5%
 Japan’s Economy Grew at an Annualized 5%

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 Europe

 Debt Concerns Drive EURO to Fresh Lows < $1.20

 Cuts Will Affect ‘Everyone’ – Cameron (UK)

 Ready to Make Spending Cuts – Merkel (Germany)

 Hungary Vows to Avert Greece-Like Crisis
 HSBC Bank Downgrades Europe, Excluding UK

 German Factory Orders Unexpectedly Jump in April

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 Americas

 Chile - Fastest Economic Growth in 14 years, Earthquake

Recovery
 Brazil’s Economists Cut 2010 Inflation Forecast

 Copper Demand May Double in 15 Years, Codelco

 Venezuelan GDP to Shrink 6.2%, Morgan Stanley

Corum Group Presentation ■ 8

 United States

 US’s $13Trillion Debt Poised to Overtake GDP

 Obama Borrowing Record Amounts to Fund Spending

 U.S. Rebound Slowest Since 2002 on Euro Debt Woes

 Raised the Odds of Double-Dip Recession to 1-in-4
 Geitner Tells G-20: “World Can’t Rely on US Consumer”

 Texas Instruments Raises Q2 Forecast

Corum Group Presentation ■ 9

 United States

 Home Sales Decline, Suggests Trouble

 Duration of Unemployment Rises to Record 34.4 Weeks

 Buffett Expects ‘Terrible Problem’ for Municipal Debt

 Wealthy Investors Bet on Property, Stocks – Barclays
 Gold Settles at Record

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 Technology

 Microsoft Chief Defends Window’s Future

 Google to Hand Over Intercepted Data

 Apple Unveils $199 iPhone 4 – Fend Off Android

 Tech Lifts S.F. Prices as Ocean View Gets 26 Bids
 Microsoft Financing Revives Convertibles

Corum Group Presentation ■ 11

Tech Acquisition Frenzy

Nat Burgess
President
Corum Group Ltd.

"The tech landscape is evolving at a fantastic pace," says Nat

Burgess, president of Corum Group, a mergers-and-acquisitions
advisory firm. "Small, agile companies are developing tomorrow's
solutions, and M&A is the only way for big companies to keep up."

Corum Group Presentation ■ 12

Recent Corum Transactions

Miro Parizek
Managing Director
Corum Group International S.à.r.l.

Miro joined Corum in 1998 and has since advised clients in over a dozen countries on three continents. He
was appointed Managing Director of Corum Group International S.à.r.l. at the end of 2005 and is
responsible for Corum’s international business.  

He has advised privately held sellers and publicly traded buyers ranging from 30 to over 1,000 employees
in sectors as diverse as 3D-imaging, business performance management, compiler software, CRM,
document and content management, enterprise systems management, ERP, human capital management,
storage area networks, supply chain management, telecommunications, video editing and various other
verticals.  

Miro has 25 years of experience in the software and IT industry, and prior to Corum had founded and ran
three software and IT related firms in the ‘80s and ‘90s, including a leading software distributor, North
American Software. He was a founding member of the German Software Association (VSI), since merged
with the local Multi-Media Association (dmmv) to form the National Association for Digital Economy
(BVDW), where he had served as a board member for over a decade. 
Corum Group Presentation ■ 13
Recent Corum Transactions

Target Beta Systems ECM Solutions

Stock Symbol BSS (Frankfurt)

Year Founded 1983

Headquarters Augsburg, Germany

Has acquired the
ECM division of Primary Category Document Management

Primary Market Investment & Finance

Revenue Model License

Revenues € 28.8 million

Advisor Corum Group International, Sàrl

Frank Berger Miro Parizek

Regional Director, Germany Managing Director
Corum Group Int’l, Sàrl Corum Group Int’l, Sàrl

Corum Group Presentation ■ 14

Recent Corum Transactions

Mark Reed
Executive Vice President
Corum Group Ltd.

Mark joined Corum in 1997. During 1999 he took a sabbatical to participate in the launch of an Internet
startup company, WorldStream Communications, as Vice President of Corporate Development. At
WorldStream, Mark developed the core business plan, was a driving force behind the emphasis on B2B
services, and launched their strategic alliance program. 

Prior to Corum, Mark served as Executive Vice President of a boutique investment bank where he
concentrated on providing private equity financing and arranging cross-border strategic alliances for high
technology companies. Mark also served as Chief Operating Officer of a consulting company, advising
multinational organizations such as Shell International Petroleum and the International Finance
Corporation (World Bank Group) on new business development and foreign direct investment into Asia.

Before moving into the finance sector, Mark was a software developer and project manager building
application software on DEC and HP mini-computers. Mark studied mathematics and computer science at
Seattle Pacific University and the University of Washington. He has a B.S. in Mathematics.
Corum Group Presentation ■ 15
Recent Corum Transactions

Target Apex Systems Pte. Ltd.

Stock Symbol Private

Year Founded 1981

Headquarters Singapore
Has acquired
Primary Category Enterprise Solutions

Primary Market Insurance

Revenue Model License

Advisor Corum Group Ltd.

Mark Reed
Executive Vice President
Corum Group Ltd.

Corum Group Presentation ■ 16

Looming US Tax Impact

Jeff Brown
Vice President
Corum Group Ltd.

Jeff joined Corum in 2007 as Regional Director in Houston, Texas. He has over 25 years of entrepreneurial
and consulting experience building software and business services companies. He specializes in
information technology for engineering, scientific and business applications. He also understands the
energy industry and multinational operations. 

Jeff helped form and was President of Severn Trent Worksuite, a FTSE 100 subsidiary, which became the
leading provider of enterprise and wireless workflow management software. Jeff was Vice President at
IntelliGIS, a pioneer in geographic information systems and wireless computing. Additionally, he launched
Western Hemisphere operations for Simon Petroleum Technology, a provider of petroleum reservoir
management software, and was a member of the initial management team at GeoQuest Systems, which
became the leader in petroleum decision support systems. 

Jeff began his career on the research staff at Columbia University and is a published author. He holds a
degree in Geology from the State University of NY.
Corum Group Presentation ■ 17
 Revenue Growth to Offset US LTCG Tax

16.00

14.00 Inflation & Bank

12.00 Capital Gains Tax
2010 Revenue
10.00 Base
8.00

6.00

4.00

2.00

0.00
2010 2011 2012 2013

2010 2011 2012 2013

Revenue Target ($MM) 10.00 11.59 13.06 14.53
Enterprise Value ($MM) 18.00 19.13 20.13 21.25
YoY Revenue Growth --- 15.9% 12.6% 11.3%
EBITDA 20% 20% 20% 20%
EBITDA Multiple 9.00 x 9.00 x 9.00 x 9.00 x

Corum Group Presentation ■ 18

Corum M&A Update

Dougan Milne
Director of Research
Corum Group Ltd.

Dougan is Director of Research at the Corum Group, Ltd in Seattle, WA. Previously, he spent 3 years
based out of Corum's European headquarters in Zürich, Switzerland. Prior to joining Corum's team in
2005, Dougan spent 3 years working in the banking industry with Bank of America, and Citigroup's Private
Wealth business unit. 

Before entering finance and investment banking, Dougan founded the successful garment distribution
business, Billions Apparel. In 2006, he started an advertising company serving the motorcycle industry,
Modo Marketing. Dougan has a Bachelors degree in Business Economics from the University of San
Diego (USA).

Corum Group Presentation ■ 19

 Public Markets

Nasdaq S&P Tech Dow

120.00

110.00

100.00

90.00

80.00

70.00

60.00

50.00

40.00
May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10

Corum Group Presentation ■ 20

 M&A Activity – May

Number of Software and IT M&A Transactions

282

232

205

May 304

360

234

158

0 50 100 150 200 250 300 350 400

2010 2009 2008 2007 2006 2005 2004

Corum Group Presentation ■ 21

Corum Index – M&A Statistics

Corum Index
     
May-09 May-10
# of Transactions 232 282
# of Mega Deals 4 6
Largest Deal $8,500 $6,100
Average Deal Size $319 $288
Median Seller Size $37 $64
# VC backed Exits 31 42
% Terms Undisclosed 72% 78%
All Cash (announced) 51% 43%
% Targets were Public 19% 15%
% Public Buyers 45% 51%

*$ values in millions

Corum Group Presentation ■ 22

 Horizontal Application Software Market

Public Valuations Deal Spotlight:

Sector: Collaboration
Target: CubeTree
Buyer: SuccessFactors, Inc.
Transaction Value: $50m
Horizontal Structure: Cash, Stock, Earnout
Application
Software
Comments:
 Talent & Technology
 Collaborative SaaS
May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10
 Expanding Portfolio
EV/EBITDA 9.39 x 9.99 x 11.06 x 11.06 x 12.67 x 12.26 x 11.66 x 11.67 x 10.76 x 11.16 x 12.71 x 12.07 x 11.39 x
EV/S 1.35 x 1.50 x 1.58 x 1.93 x 2.41 x 2.21 x 2.29 x 2.41 x 2.48 x 2.42 x 2.11 x 2.24 x 2.12 x

Corum Group Presentation ■ 23

 Vertical Application Software Market

Public Valuations Deal Spotlight:

Sector: Energy + Mining

Target: Matrikon, Inc.
Buyer: Honeywell International
Transaction Value: $142m
Vertical
Application EV/S: 1.8x revenues
Software Structure: Cash + Stock

Comments:
 Vertical Targeting
May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10  Brand Name in Energy +
EV/EBITDA 7.99 x 8.17 x 8.91 x 9.01 x 9.32 x 8.42 x 8.96 x 9.54 x 9.37 x 10.30 x 11.15 x 11.51 x 12.53 x Mining
EV/S 1.40 x 1.51 x 1.51 x 1.66 x 1.80 x 1.57 x 1.82 x 2.01 x 1.90 x 1.92 x 1.95 x 2.22 x 1.86 x  Foundation for Verticals

Corum Group Presentation ■ 24

 Consumer Application Software Market

Public Valuations Deal Spotlight:

Sector: Retail
Target: Buy.com
Buyer: Rakuten, Inc.
Transaction Value: $250m
Consumer Structure: Cash
Application
Software
Comments:
 Roller Coaster
 Massive Retail Footprint
May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10  Geographic Expansion
EV/EBITDA 2.83 x 4.47 x 4.57 x 4.27 x 5.88 x 5.23 x 5.71 x 4.91 x 4.89 x 4.67 x 6.25 x 7.96 x 10.99 x
EV/S 0.50 x 0.53 x 0.53 x 0.59 x 0.83 x 0.60 x 0.61 x 0.70 x 0.66 x 0.73 x 0.77 x 0.93 x 0.82 x

Corum Group Presentation ■ 25

 Infrastructure Market

Public Valuations Deal Spotlight:

Sector: Disaster Recovery

Target: Double-Take
Buyer: VisionSolutions (ThomaBravo)
Transaction Value: $242m
Infrastructure 2.4x TTM Revenues
Software 14.4x TTM EBITDA
Structure: Cash

Comments:
May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10  Privatized
EV/EBITDA 8.29 x 8.74 x 9.59 x 10.92 x 10.46 x 10.81 x 9.76 x 11.61 x 10.26 x 9.83 x 10.33 x 11.02 x 10.47 x  PE-Backed
EV/S 1.52 x 1.72 x 1.95 x 2.02 x 2.14 x 2.20 x 2.27 x 2.37 x 2.30 x 2.24 x 2.39 x 2.57 x 2.21 x  Market Consolidation

Corum Group Presentation ■ 26

 Internet Market

Public Valuations Deal Spotlight:

Sector: Internet Content

Target: Motortopia.com
Buyer: Beckett Media
Transaction Value: N/A
Internet Structure: N/A

Comments:
 Building on the Brand
 Market Presence
May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10  Expanded Portfolio
EV/EBITDA 11.78 x 11.81 x 13.32 x 13.02 x 15.80 x 11.81 x 13.03 x 15.13 x 14.40 x 14.52 x 15.89 x 15.82 x 13.31 x
EV/S 2.26 x 2.30 x 2.48 x 2.60 x 2.70 x 2.19 x 2.45 x 2.55 x 2.34 x 2.36 x 2.54 x 2.74 x 2.42 x

Corum Group Presentation ■ 27

 IT Services Market

Public Valuations Deal Spotlight:

Sector: BPO
Target: Stanley Inc.
Buyer: CGI Group
Transaction Value: $951m
IT Services 1.2x TTM Revenue
15.5x EBITDA
Structure: N/A

Comments:
May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10  Acquiring Gov. Contracts
EV/EBITDA 5.51 x 5.24 x 5.56 x 5.67 x 6.66 x 6.10 x 6.16 x 6.60 x 6.44 x 6.37 x 6.97 x 7.33 x 6.49 x  Push into US Fed
EV/S 0.61 x 0.63 x 0.68 x 0.68 x 0.73 x 0.73 x 0.63 x 0.67 x 0.81 x 0.64 x 0.83 x 0.85 x 0.74 x

Corum Group Presentation ■ 28

Market Tracker – Top Tech

Top Buyers June 1, 2009 June 1, 2010 % Change   Acquisitions

AAPL $139.35 $260.83 87.2%   5

EMC $12.42 $18.69 50.5%   4
MSFT $19.31 $26.46 37.0%   10
CSCO $17.46 $23.35 33.7%   7
HPQ $34.35 $45.58 32.7%   4
ORCL $18.58 $22.64 21.9%   11
IBM $108.37 $127.41 17.6%   11
GOOG $426.56 $493.37 15.7%   19
CA $17.96 $19.63 9.3%   5
SAP $43.94 $44.38 1.0%   6
YHOO $16.58 $15.02 -9.4%   7
SYMC $16.01 $13.84 -13.6%   5

  Average Change 23.6% Total 94

Corum Group Presentation ■ 29

EMC Live Report

Matt Olton
Vice President, Corporate Development
EMC Corporation

Matthew Olton is Vice President, Corporate Development of EMC Corporation and leads EMC’s global
mergers and acquisitions and strategic investments practices, as well as EMC’s acquisition integration
functions. 
 
Since joining EMC, Matt has led, in various capacities, more than $12 billion in acquisitions for EMC and
has played a direct role in transforming EMC into one the world's leading technology companies.  Matt
moved to his current role in 2006 from EMC’s Office of the General Counsel, where he was Associate
General Counsel, overseeing acquisitions, investments and other matters. 
 
Prior to joining EMC, Matt was a corporate attorney at Skadden Arps and Goodwin Procter in Boston.  

Corum Group Presentation ■ 30

 Upcoming Corum Events

June 17: Rebroadcasts – M&A Update

Webinar
July 8: M&A Update Webinar
June 22: Dallas – MB
July 17: Special Event (SIIA
June 24: Houston – MB Conference – Dallas)
June 24: Special Event (Capital July 19: Special Event (Casual
Roundtable – New York) Connect Games – Seattle)
June 29: Austin– MB July 21: Special Event (Softletter SaaS
University – Washington DC)

Merge Briefing (MB)

Selling Up Selling Out (SUSO)

www.CorumGroup.com
Corum Group Presentation ■ 31