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July 2011
                                                                Half Year Mergers and Acquisitions Trends Report

                                        ONLINE & MOBILE INDUSTRY
IN THIS ISSUE
                                        First Half 2011 Key Highlights
M&A Market Overview
                                         •	 The	largest	transaction	in	1st	Half	2011	
  Figure 1. M&A Market                      was	Microsoft	Corporation’s		announced	
  Dynamics                                  acquisition	 of	 Skype	 Technologies	 SA,	
  Figure 2. Median Enterprise               from	 an	 investor	 group	 lead	 by	 Silver	
  Value Multiples                           Lake	Partners,	for	$9.08	billion.
                                         •	 Google,	Inc.	was	the	most	active	acquirer	
Transaction Analysis                        in	 1st	 Half	 2011,	 with	 11	 purchases:	
   Figure 3. Bell Curve                     SageTV,	 AdMeld	 Inc.,	 PostRank	 Inc.,	
   Histogram- First Half 2011               Sparkbuy	 Inc.,	 TalkBin,	 PushLife	 Inc.,	
   Figure 4. Distribution Table-            BeatThatQuote.com	 Ltd.,	 Next	 New	
   First Half 2011                          Networks,	 Inc.,	 FFlick,	 SayNow	 and	
                                            eBook	Technologies	Inc.
Strategic vs. Financial Comparison       •	 There	 were	 82	 financially	 sponsored	
    Figure 5. M&A Dynamics By               transactions	 in	 1st	 Half	 2011,	 with	
    Transaction Type- First Half            an	 aggregate	 value	 of	 $3.58	 billion,	
    2011                                    representing	 11	 percent	 of	 the	 total	
    Figure 6. Transaction Type by           volume	and	11	percent	of	the	total	value,	     Figure 1. 2009 - 2011 value and volume comparison by half.

    Half Year                               respectively.


Purchaser Analysis                 First Half 2011 Key Trends
   Figure 7. Top Ten Notable
   Transactions First Half 2011     •	 Total	transaction	volume	in	1st	Half	2011	increased	by	23	percent	over	2nd	Half	2010	from	
   Figure 8. Median Enterprise         643	in	2nd	Half	2010	to	788	in	1st	Half	2011.	
   Value/Revenue Multiples By Size
                                         •	 Total	transaction	value	in	1st	Half	2011	increased	by	52	percent	over	2nd	Half	2010	from	
                                            $28.46	billion	in	2nd	Half	2010	to	$43.31	billion	in	1st	Half	2011.	
Transaction Volume By Segment
   Figure 9. Transactions By             •	 The	segment	with	the	largest	increase	in	volume	in	1st	Half	2011	over	2nd	Half	2010	was	
                                            Communications	with	a	44	percent	increase	from	39	transactions	in	2nd	Half	2010	to	56	
   Market Segment
                                            transactions	in	1st	Half	2011.	
Footnotes
   Figure 10. Market Segments           M&A Market Overview
                                        Berkery	Noyes	tracked	2750	transactions	
                                        between	 2009	 and	 1st	 Half	 2011,	 of	
     BERKERY NOYES                      which	 797	 disclosed	 financial	 terms,	
      is the leading independent        and	 calculated	 the	 aggregate	 transaction	
investment bank providing M&A           value	to	be	$84.8	billion.	Based	on	known	
                                        transaction	values,	we	project	the	value	of	
    transaction services, strategic
                                        the	 1953	 undisclosed	 transactions	 to	 be	
 research and industry intelligence     $28.2	billion,	totalling	$113	billion	worth	
 to the technology and information      of	transactions	tracked	over	the	past	two	
               industries.              and	a	half	years.

To receive our White Paper reports,     The	most	active	acquirer	over	the	past	two	
   Trend Analyses, Weekly Deal          and	 a	 half	 years	 was	 Google,	 Inc.,	 which	
Reports, or to arrange a confidential   made	39	transactions.
discussion with a senior investment
                                        Disclosed	 median	 enterprise	 value	
        banker, contact us at:          multiples	 between	 2009	 and	 1st	 Half	
         212.668.3022 or                2011	 for	 all	 segments	 combined	 in	 this	
    www.berkerynoyes.com                report	 	 were	 	 11.44	 	 times	 EBITDA	 and	     Figure 2. 2009 - 2011 median: Value, Revenue, EBITDA comparison.
                                        1.80	times	revenue.	


  One Liberty Plaza, 13th Floor
     New York, NY 10006                                                                                                       Presented by Berkery Noyes
                                                                                                                                                              1
TRANSACTION ANALYSIS | January 1 through June 30, 2011
                                                                                      Distribution Table - 1st Half
                                                                                       Value in MM     Known      Projected      Total                  Cumulative
                                                                                                                                               %
                                                                                           US$         Number      Number       Number                      %
                                                                                            $0.2          1            0           1           1%          1%
                                                                                            $0.4          2            0           2           1%          2%
                                                                                            $0.6         10            0          10           5%          7%
                                                                                           $1.0          10            2           11          5%          12 %
                                                                                           $1.6          13            6           19          7%          18 %
                                                                                           $2.7          10           19           28          5%          23 %
                                                                                           $4.5          14           43           57          7%          30 %
                                                                                            $7.4         21           77           98         11 %         41 %
                                                                                           $12.2         21          108          128         11 %         51 %
                                                                                           $20.1         10          117          127          5%          56 %
                                                                                           $33.1         26           99          125         13 %         69 %
                                                                                           $54.6         13           65           78          7%          76 %
                                                                                           $90.0         13           33           46          7%          82 %
                                                                                          $148.4          7           13           20          4%          86 %
                                                                                          $244.7         12            4           16          6%          92 %
                                                                                          $403.4          5           1            6           3%          94 %
                                                                                          $665.1          3           0            3           2%          96 %
                                                                                         $1,096.6         1           0            1           1%          96 %
                                                                                         $1,808.0         1           0            1           1%          97 %
                                                                                         $2,981.0         1           0            1           1%          97 %
                                                                                         $4,914.8         0           0            0           0%          97 %
                                                                                         $8,103.1         1           0            1           1%          98 %
Figure 3. Shows distribution among Online & Mobile industry transactions based            Total #        199         589          788
on publicly available information and Berkery Noyes estimates. Using a logarithmic     Total $ Value   $32,443     $10,868      $43,312
scale, we determined that nearly two-thirds of companies purchased had enterprise
values of $1.6 million to $244.7 million. Based on this data, we estimate the total
                                                                                      Figure 4. Presents the data depicted in of Industry
                                                                                         Middle 3rd of Industry Middle 2/3rds the bell curve-histogram.
transaction value of deals done in the 1st Half of 2011 at $43.3 billion.
                                                                                      Note: The projected number column is rounded as result of the Gaussian projection
                                                                                      and may produce insignificant errors in the total sum.
* Indicates largest transaction in the industry from Jan. 1 through June 30, 2011




                                          STRATEGIC VS FINANCIAL COMPARISON




 Figure 5. 2011 value and volume comparison by acquirer type.                         Figure 6. Acquirer type distribution by year.

 Note: Financially sponsored transactions include PE-backed strategic acquisitions.




2
PURCHASER ANALYSIS
Top Ten Notable Transactions - 1st Half 2010
                                                                                 Value MM
  Deal Date           Target Name                            Buyer
                                                                                    US$
   05/10/11       Skype Technologies SA              Microsoft Corporation        $9,082
                                                  Microsoft Corporation, Sony
               All Remaining Patents from        Corporation, Apple, Inc., EMC
   06/30/11                                                                       $4,500
               Nortel Networks Corporation         Corporation, Research In
                                                      Motion, Ericsson AB
   03/28/11    GSI Commerce Solutions, Inc.                   eBay                $2,139
                      bwin Interactive
   03/15/11                                             PartyGaming Plc           $1,579
                     Entertainment AG
                                                     The Charles Schwab
   03/21/11    optionsXpress Holdings, Inc.                                       $1,029
                                                         Corporation
                 Auto Assets Including
   03/25/11    AutoTrader.ca from Trader                 Apax Partners             $762
                       Corporation
                 Esurance and Answer
                  Financial from White
   05/18/11                                            The Allstate Corp.          $700
               Mountains Insurance Group,
                           Ltd.
   04/27/11           LoopNet, Inc.                      CoStar Group              $654
   01/04/11         SecureWorks Inc                        Dell, Inc.              $612
   05/17/11    Rosetta Marketing Group, LLC           Publicis Groupe SA           $575
                                              2011 Aggregate Transaction Value   $43,312
                                          Top 10 Aggregate Transaction Value      $21,633
                    Top 10 Aggregate Value as a Percentage of All Transactions    50 %
                                                                                            Figure 8. Presents the median enterprise value/revenue multiples of
Figure 7. Lists the top ten announced transactions in the 1st Half of                       transactions in the Online & Mobile industry based on publicly available
2011 and calculates their aggregate transaction value as a percentage of                    data between January 2009 and June 2011.
the total aggregate transaction value as shown on Figure 1 & 4.

Note: Transactions data based on announcement date.




              TRANSACTION VOLUME BY SEGMENT | January 1, 2009 through June 30, 2011




    Figure 9. Presents the transaction volume by target segments within the Online & Mobile Industry for January 1, 2009 through
    June 30, 2011.




                                                                                                                                           ©2011 Berkery Noyes
                                                                                                                                                                 3
About Berkery Noyes
                                         Contact us today for a confidential discussion of your strategic options.
Founded in 1980, Berkery Noyes is
the leading independent investment       JOHN GUZZO | Managing Director, Finance Group
bank specializing in the information
content and technology industries.       VIVEK KAMATH | Managing Director, Education Group
The firm has initiated, managed
and closed more than 475 merger          EVAN KLEIN | Managing Director, Media, Entertainment & Marketing Services
and acquisition transactions for
privately held and publicly traded       JONATHAN KRIEGER | Managing Director, Healthcare/Life Sciences Group
companies in the business, technol-
ogy, education, health, financial and    THOMAS O’CONNOR | Managing Director, Healthcare/Life Sciences Group
legal information segments. Berkery
Noyes is unique among investment
                                         DICK O’DONNELL | Managing Director, Finance Group
banking firms in that we combine         PETER OGNIBENE | Managing Director, Finance Group
truly independent strategic research
and industry intelligence with senior    JEFFREY SMITH | Managing Director, Healthcare/Life Sciences Group
information technology banking
expertise. With no equity fund or        KATHLEEN THOMAS | Managing Director, Media & Marketing Services Group
brokerage business to manage, our
partners and investment bank-            CHRISTOPHER YOUNG | Managing Director, Finance Group
ing professionals are one hundred
percent focused on M&A advisory          MARY JO ZANDY | Managing Director, Media, Software & Online
services. Berkery Noyes employs over
40 individuals with deep industry
knowledge and experience who
strive to exceed our clients’ expecta-   JOSEPH BERKERY | Chief Executive Officer
tions by maximizing the full value
of their information technology and      JOHN SHEA | Chief Operating Officer
content assets.



                                             Market Segments
            The DNA of M&A                       Market Segment                                 Description
                                             Communications          e-mail, messaging, wireless, webconferencing, VOIP, SMS
 All charts in this report are based         E-Commerce
                                                                     e-retail, online payments, employment/dating/ticketing/rental
                                                                     services etc.
on data gathered by Berkery Noyes            E-Content               e-zines, user-generated content, social networking
  research department. All time                                      search engines, webhosting, SEO, lead generation, customer
 period statistics are based on the          E-Marketing & Search    loyalty, surveys, ad networks, interactive agencies, digital
                                                                     marketing services
 transaction announcement date.                                      software as a service, online applications, online tools,
                                             SaaS/ASP
                                                                     application service provider
For current intelligence on Merger           Figure 10. Represents what types of online & mobile companies are
 and Acquisition activity in the             included in Figure 9.
Information Industry please visit
       our online service at
     www.mandasoft.com




                  berkerynoyes.com | One Liberty Plaza | New York, New York 10006 | 212.668.3022

                                                                    ©2011 Berkery Noyes
4

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Berkery Noyes - Half Year Mergers and Acquisitions Trends Report - Online & Mobile - July 2011

  • 1. July 2011 Half Year Mergers and Acquisitions Trends Report ONLINE & MOBILE INDUSTRY IN THIS ISSUE First Half 2011 Key Highlights M&A Market Overview • The largest transaction in 1st Half 2011 Figure 1. M&A Market was Microsoft Corporation’s announced Dynamics acquisition of Skype Technologies SA, Figure 2. Median Enterprise from an investor group lead by Silver Value Multiples Lake Partners, for $9.08 billion. • Google, Inc. was the most active acquirer Transaction Analysis in 1st Half 2011, with 11 purchases: Figure 3. Bell Curve SageTV, AdMeld Inc., PostRank Inc., Histogram- First Half 2011 Sparkbuy Inc., TalkBin, PushLife Inc., Figure 4. Distribution Table- BeatThatQuote.com Ltd., Next New First Half 2011 Networks, Inc., FFlick, SayNow and eBook Technologies Inc. Strategic vs. Financial Comparison • There were 82 financially sponsored Figure 5. M&A Dynamics By transactions in 1st Half 2011, with Transaction Type- First Half an aggregate value of $3.58 billion, 2011 representing 11 percent of the total Figure 6. Transaction Type by volume and 11 percent of the total value, Figure 1. 2009 - 2011 value and volume comparison by half. Half Year respectively. Purchaser Analysis First Half 2011 Key Trends Figure 7. Top Ten Notable Transactions First Half 2011 • Total transaction volume in 1st Half 2011 increased by 23 percent over 2nd Half 2010 from Figure 8. Median Enterprise 643 in 2nd Half 2010 to 788 in 1st Half 2011. Value/Revenue Multiples By Size • Total transaction value in 1st Half 2011 increased by 52 percent over 2nd Half 2010 from $28.46 billion in 2nd Half 2010 to $43.31 billion in 1st Half 2011. Transaction Volume By Segment Figure 9. Transactions By • The segment with the largest increase in volume in 1st Half 2011 over 2nd Half 2010 was Communications with a 44 percent increase from 39 transactions in 2nd Half 2010 to 56 Market Segment transactions in 1st Half 2011. Footnotes Figure 10. Market Segments M&A Market Overview Berkery Noyes tracked 2750 transactions between 2009 and 1st Half 2011, of BERKERY NOYES which 797 disclosed financial terms, is the leading independent and calculated the aggregate transaction investment bank providing M&A value to be $84.8 billion. Based on known transaction values, we project the value of transaction services, strategic the 1953 undisclosed transactions to be research and industry intelligence $28.2 billion, totalling $113 billion worth to the technology and information of transactions tracked over the past two industries. and a half years. To receive our White Paper reports, The most active acquirer over the past two Trend Analyses, Weekly Deal and a half years was Google, Inc., which Reports, or to arrange a confidential made 39 transactions. discussion with a senior investment Disclosed median enterprise value banker, contact us at: multiples between 2009 and 1st Half 212.668.3022 or 2011 for all segments combined in this www.berkerynoyes.com report were 11.44 times EBITDA and Figure 2. 2009 - 2011 median: Value, Revenue, EBITDA comparison. 1.80 times revenue. One Liberty Plaza, 13th Floor New York, NY 10006 Presented by Berkery Noyes 1
  • 2. TRANSACTION ANALYSIS | January 1 through June 30, 2011 Distribution Table - 1st Half Value in MM Known Projected Total Cumulative % US$ Number Number Number % $0.2 1 0 1 1% 1% $0.4 2 0 2 1% 2% $0.6 10 0 10 5% 7% $1.0 10 2 11 5% 12 % $1.6 13 6 19 7% 18 % $2.7 10 19 28 5% 23 % $4.5 14 43 57 7% 30 % $7.4 21 77 98 11 % 41 % $12.2 21 108 128 11 % 51 % $20.1 10 117 127 5% 56 % $33.1 26 99 125 13 % 69 % $54.6 13 65 78 7% 76 % $90.0 13 33 46 7% 82 % $148.4 7 13 20 4% 86 % $244.7 12 4 16 6% 92 % $403.4 5 1 6 3% 94 % $665.1 3 0 3 2% 96 % $1,096.6 1 0 1 1% 96 % $1,808.0 1 0 1 1% 97 % $2,981.0 1 0 1 1% 97 % $4,914.8 0 0 0 0% 97 % $8,103.1 1 0 1 1% 98 % Figure 3. Shows distribution among Online & Mobile industry transactions based Total # 199 589 788 on publicly available information and Berkery Noyes estimates. Using a logarithmic Total $ Value $32,443 $10,868 $43,312 scale, we determined that nearly two-thirds of companies purchased had enterprise values of $1.6 million to $244.7 million. Based on this data, we estimate the total Figure 4. Presents the data depicted in of Industry Middle 3rd of Industry Middle 2/3rds the bell curve-histogram. transaction value of deals done in the 1st Half of 2011 at $43.3 billion. Note: The projected number column is rounded as result of the Gaussian projection and may produce insignificant errors in the total sum. * Indicates largest transaction in the industry from Jan. 1 through June 30, 2011 STRATEGIC VS FINANCIAL COMPARISON Figure 5. 2011 value and volume comparison by acquirer type. Figure 6. Acquirer type distribution by year. Note: Financially sponsored transactions include PE-backed strategic acquisitions. 2
  • 3. PURCHASER ANALYSIS Top Ten Notable Transactions - 1st Half 2010 Value MM Deal Date Target Name Buyer US$ 05/10/11 Skype Technologies SA Microsoft Corporation $9,082 Microsoft Corporation, Sony All Remaining Patents from Corporation, Apple, Inc., EMC 06/30/11 $4,500 Nortel Networks Corporation Corporation, Research In Motion, Ericsson AB 03/28/11 GSI Commerce Solutions, Inc. eBay $2,139 bwin Interactive 03/15/11 PartyGaming Plc $1,579 Entertainment AG The Charles Schwab 03/21/11 optionsXpress Holdings, Inc. $1,029 Corporation Auto Assets Including 03/25/11 AutoTrader.ca from Trader Apax Partners $762 Corporation Esurance and Answer Financial from White 05/18/11 The Allstate Corp. $700 Mountains Insurance Group, Ltd. 04/27/11 LoopNet, Inc. CoStar Group $654 01/04/11 SecureWorks Inc Dell, Inc. $612 05/17/11 Rosetta Marketing Group, LLC Publicis Groupe SA $575 2011 Aggregate Transaction Value $43,312 Top 10 Aggregate Transaction Value $21,633 Top 10 Aggregate Value as a Percentage of All Transactions 50 % Figure 8. Presents the median enterprise value/revenue multiples of Figure 7. Lists the top ten announced transactions in the 1st Half of transactions in the Online & Mobile industry based on publicly available 2011 and calculates their aggregate transaction value as a percentage of data between January 2009 and June 2011. the total aggregate transaction value as shown on Figure 1 & 4. Note: Transactions data based on announcement date. TRANSACTION VOLUME BY SEGMENT | January 1, 2009 through June 30, 2011 Figure 9. Presents the transaction volume by target segments within the Online & Mobile Industry for January 1, 2009 through June 30, 2011. ©2011 Berkery Noyes 3
  • 4. About Berkery Noyes Contact us today for a confidential discussion of your strategic options. Founded in 1980, Berkery Noyes is the leading independent investment JOHN GUZZO | Managing Director, Finance Group bank specializing in the information content and technology industries. VIVEK KAMATH | Managing Director, Education Group The firm has initiated, managed and closed more than 475 merger EVAN KLEIN | Managing Director, Media, Entertainment & Marketing Services and acquisition transactions for privately held and publicly traded JONATHAN KRIEGER | Managing Director, Healthcare/Life Sciences Group companies in the business, technol- ogy, education, health, financial and THOMAS O’CONNOR | Managing Director, Healthcare/Life Sciences Group legal information segments. Berkery Noyes is unique among investment DICK O’DONNELL | Managing Director, Finance Group banking firms in that we combine PETER OGNIBENE | Managing Director, Finance Group truly independent strategic research and industry intelligence with senior JEFFREY SMITH | Managing Director, Healthcare/Life Sciences Group information technology banking expertise. With no equity fund or KATHLEEN THOMAS | Managing Director, Media & Marketing Services Group brokerage business to manage, our partners and investment bank- CHRISTOPHER YOUNG | Managing Director, Finance Group ing professionals are one hundred percent focused on M&A advisory MARY JO ZANDY | Managing Director, Media, Software & Online services. Berkery Noyes employs over 40 individuals with deep industry knowledge and experience who strive to exceed our clients’ expecta- JOSEPH BERKERY | Chief Executive Officer tions by maximizing the full value of their information technology and JOHN SHEA | Chief Operating Officer content assets. Market Segments The DNA of M&A Market Segment Description Communications e-mail, messaging, wireless, webconferencing, VOIP, SMS All charts in this report are based E-Commerce e-retail, online payments, employment/dating/ticketing/rental services etc. on data gathered by Berkery Noyes E-Content e-zines, user-generated content, social networking research department. All time search engines, webhosting, SEO, lead generation, customer period statistics are based on the E-Marketing & Search loyalty, surveys, ad networks, interactive agencies, digital marketing services transaction announcement date. software as a service, online applications, online tools, SaaS/ASP application service provider For current intelligence on Merger Figure 10. Represents what types of online & mobile companies are and Acquisition activity in the included in Figure 9. Information Industry please visit our online service at www.mandasoft.com berkerynoyes.com | One Liberty Plaza | New York, New York 10006 | 212.668.3022 ©2011 Berkery Noyes 4