Internet M&A Update - Presentation by Marco Rodzynek, Founder & CEO of NOAH Advisors at the NOAH 2013 Conference in London, Old Billingsgate on the 14th of November 2013.

1. Worth Mentioning
NOAH Conference 2013, London

2. NOAH Advisors - Europe’s Leading Internet Corporate Finance Boutique
Unique Industry Know-How
 100% focused on Internet companies,


covering over 25 sub-verticals in this highly
complex industry
- 20+ years active coverage of leading
European Internet companies and
investors
Deep understanding of industry dynamics and
thinking of industry leaders
Ability to add value beyond banking advice
- Facilitates overall process and minimizes
management distraction
Unmatched Network and Relationships
 NOAH Advisors is globally very well

connected and has direct access to virtually
all key players in the industry
- Knowledge of and strong relationships
with potential buyers’ key decision makers
- Coverage of over 200companies and
4,000 individuals
- Proactively finds and unlocks attractive
investment opportunities for leading
investors (e.g. Bigpoint)
Annual NOAH Conference
Selected Completed NOAH Transactions
 The NOAH team has 25+ years of media


investment banking experience
- Routine execution of M&A and financing
transactions with sizes of several billion
euros
The team has been working together closely
for 9 years (including 6 years at Lehman
Brothers)
8 successfully completed NOAH Advisors
transactions underline successful transfer of
competencies to the Internet sector
Full Commitment - We Are Entrepreneurs!
 The NOAH team are entrepreneurs and


focused on growing the business and
establishing a reputation for excellence
Full commitment to deliver top quality results
in short time frames
Highly success-based compensation
structures align interests of clients and NOAH
Advisors, and demonstrate conviction to
deliver top results
Growth equity investment from
for a 30% stake alongside Softonic’s Founders
and Angel Investors valuing Softonic at Eur
275m
Exclusive Financial Advisor to
Softonic and its shareholders
150 million growth equity investment from
for a 50% stake alongside Fotolia’sFounders
and
Additional $150 million senior debt financing
Total $300 million investment
Financial Advisor to Fotolia and its
Shareholders
November 2011
April 2012
Sale of a 100%-stake in
Sale of a majority stake in
to
to
Quants Financial Services AG
Financial Advisor to Toprural and its
Shareholders
Exclusive Financial Advisor to
grupfoni and its Shareholders
July 2011
April 2011
Sale of a majority stake in
have acquired a majority stake in
to
for $350m from
Exclusive Advisor to
Summit Partners and TA Associates
Advisor to EnGrande
The NOAH Advisors Core Team
Marco Rodzynek
Jan Brandes
Managing Director
and Founder
Director
April 2011
Sale of a majority stake in
to
Contact Details
marco.rodzynek@noah-advisors.com
May 2012
February 2013
Core Investment Banking Competence
Contact Details
jan.brandes@noah-advisors.com
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December 2009
Partial sale of
to
Valuing Softonic at €175m
Advisor to Yatego
Advisor to Softonic

3. Europe Matters!
A significant number of companies are valued at over €200 million
Note: Selected examples.
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4. European Internet Pioneers & Global Leaders
Some business models were invented or most successfully executed in Europe
Company
Segment
Company
Segment
 Innovative payment platform
 Remote access
 Largest pure-play fashion Retailer
 Open-source database
 Enterprise software
 FX
 Social networking for people you
don’t know
 Vertical ad network (soccer)
 Betting
 VoIP
 Free to play online gaming
 Legal music service
 Toolbars
 Global hotel comparison leader
 Freemium anti-virus
 Private sales
 Payment instalments
 Personal loans
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5. What is On Our Minds
A lot to remember
Exit Markets
 US strategic buyers not active yet compared
to 1999/2000
Valuations
 US is trading at a premium to Europe, both
from
 Pre IPO mega rounds are continue to happen
•
a valuation perspective, and
 IPOs are back: twitter, wix, criteo
•
what metrics a company must have
reached in order to IPO or get sold at
an attractive valuation
 Emerging markets gaining of importance
 Israel had great exits (Google/Waze, WIX IPO,
 E-Commerce still the highest valued sector
Marin Software IPO, etc.)
PE 2013 39x vs.27xfor the entire global public
Internet peer group
 US VCs are discovering European companies,
e.g. Union Square invests into Hailo and
Motain
 Sales growth is key valuation driver, followed
by margin, market position and ability of the
management team to tell a story
 Quality and large assets always trade
 EBITDA losses are not an issue for IPOs
 Must have or scarcity value drives deal
anymore
likelihood and valuation
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6. High Profile Venture Backed Companies
European VC is waking up or rather has been awakened by many US investors
Company
Last Round
Raised
Jul-13
Selected Investors
Company
Last Round
Raised
$400m
Sep-07
$117m
Mar-11
$218m
May-11
$114m
June-11
$188m
Feb-12
~$100m
Dec-11
$166m
Feb-09
$65m
Feb-12
$145m
Jan-12
$63m
Mar-13
$130m
Apr-12
$62m
Jun-13
$130m
Mar-11
$59m
Jul-07
$130m
Feb-12
$58m
Apr-12
$129m
Jun-09
$53m
Note: CrunchBase, NOAH Advisors.
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Selected Investors

7. Making Money Without Money
European Internet Companies of Size with Having Raised VC Money
Company
Country of Origin
Company
Note: CrunchBase, NOAH Advisors.
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Country of Origin

8. Valuation Drivers in the Context of a Company’s
Development Stage: How NOAH sees the World
Management
Technology
Users / KPIs
Revenues
EBITDA
Market
Leadership
Increasing valuations – However Multiples Get More Reasonable (in Theory)
Decreasing Execution Risk and Benefit of the Doubt (Less to Hope for)
(GROWTH * MARGIN) Predictability = Valuation Multiple
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9. Current Valuation Levels: Internet Sector Breakdown
Significant valuation increase in current year EBITDA and PE multiples vs. 2012
EV/EBITDA (x)
35.2
2012
29.3
2013
24.5
22.1
15.0
14.7
Classifieds E-Commerce
(Property/
Cars)
Classifieds (Property / Cars)
E-Commerce
Travel
Travel
22.1
20.3
17.8
16.8
16.2
13.5
13.3
12.4
11.3
9.0
Content
Online Intermediation Classifieds
providers & Large Caps &Comparison (Jobs)
Communities
Content providers & Communities
Online Large Caps
Intermediation & Comparison
Classifieds (Jobs)
9.5
11.5
8.1
Online
Marketing
Online Marketing
16.6
7.4
Portals/
Diversified
Portals / Diversified
11.0
7.2
Online
E-Commerce
Gambling Infrastructure
Online Gambling
E-Commerce Infrastructure
6.8
Online
Gaming
Online Gaming
P/E (x)
44.1
38.7
35.7
28.6
32.4
31.0 33.2
2012
35.1
29.3
26.7
25.4
2013
25.1
22.9
29.4
16.7
Travel
Travel
27.5
24.4
22.5
17.7
16.6
E-Commerce Intermediation Classifieds
Online
E-Commerce Online Large Classifieds
Content
Portals/
&Comparison (Property/ Marketing Infrastructure
Caps
(Jobs)
Providers and Diversified
Cars)
Communities
E-Commerce
Intermediation & Comparison
Classifieds (Property / Cars)
Online Marketing
E-Commerce Infrastructure
Online Large Caps
Source: FactSet, UBS, NOAH Advisors.
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Classifieds (Jobs)
Content Providers and Communities
Portals / Diversified
17.4 17.8
Online
Gambling
Online Gambling
14.3
18.1
Online
Gaming
Online Gaming

10. Current Valuation Levels: Regional Difference
EV/EBITDA (x)
2012
P/E (x)
2013
2012
2013
21.9
29.0
28.8
28.7
20.1
25.7
18.3
20.8
19.4
12.5
12.3
12.7
19.0
17.6
10.6
6.7
Europe
US
Japan
APAC
Europe
Source: FactSet, UBS, NOAH Advisors.
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US
Japan
APAC

11. Lets be wrong. The nicest we could find!
Weekly Usage of Key International Social Networking Media Sites 2008
Source: Universe Sizes versus total 16-54 population.
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12. NOAH 2014 Sneak Preview
 Date: 11 – 14th of November 2014
 Location: Old Billingsgate, London
 More focus on:
 Internet investment and M&A market place
 Customer acquisition for our attendees
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