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M&A MARKET UPDATE - Marlin & Associates...Investments for €300mm (~$317mm) at an implied 5.2x LTM...

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April 2017 M&A MARLIN & ASSOCIATES MARKET UPDATE INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved Toronto Washington, D.C. San Francisco New York
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April 2017

M&AM A R L I N & A S S O C I A T E S

M A R K E TU P D AT E

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES

www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved

Toronto

Washington, D.C.

San Francisco

New York

Dear Clients and Friends,

The report that follows tracks deals and trends in the dozen+ segments of the information technology universe that we follow, and sometimes lead.

As any pundit will tell you, in most of the developed world the m&a market and the overall economy are strong – and have been since 2010. There are plenty of people who are willing to take risks (a sine qua non in this business); and who are willing to pay high prices for companies that have scale, unique defensible products, and a track record of success. And this very success is a sign of strong economies. While no bull market lasts forever, it looks so far as if the demise of this one will be brought about by something other than partisan politicians – although some of them keep trying.

Strong economies are not inevitable. They are the product of carefully intertwined legal, financial and political structures that work; systems of taxes, fiscal policies, laws, regulations and trade pacts that are reasonable, stable and predictable – and administered by people with domain expertise. There is no doubt that these systems can be improved. But in most of the developed world, the post-World War II systems have led to innovation, job growth and wealth creation for many, while avoiding wars and famine, and those are not small things.

The challenges to these systems are many – be it tax policies that distort markets, rejection of trade pacts, xenophobia, the appointment (or election) of unqualified people to positions of power, or attempts at the “radical deconstruction of the administrative state”. The good news is that most of those responsible for implementing these systems seem to be doing a pretty good job at keeping the crazies at bay. In spite of inflammatory rhetoric, the UK officials charged with implementing Brexit are coming to see that they have to be careful. There are signs that the same can be said of those responsible for implementing some of the more radical proposals that came out of the recent US election –although the jury is still out.

A vibrant economy is completely dependent on buyers and sellers having confidence in political, regulatory and financial systems that are fair, stable, predictable - and competently administered. So far it looks as if our politicians won’t actually kill that.

The report below highlights some of the more interesting deals this month. Some of the more interesting deals include:

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data,and related services. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been therecipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market FinancingAgent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions.

DEAR CLIENTS AND FRIENDS,

Sincerely,

• Vista Equity Partners (Austin, TX) agreed to acquire D+H for $3.5bn, an implied 2.8x LTM revenue and 14.6x LTM EBITDA,

• CA (NASDAQ:CA) agreed to acquire Veracode for $614mm,• Travelers (NYSE:TRV) agreed to acquire Simply Business from

Aquiline Capital Partners for $490mm,

• Wolters Kluwer (ENXTAM:WKL) agreed to acquire Tagetik from White Bridge Investments for €300mm (~$317mm), an implied 5.2x LTM revenue,

• FactSet (NYSE:FDS) acquired BISAM Technologies from Aquiline Capital Partners for $205mm, an implied 7.3x 2016 revenue.

Politicians and Radical Deconstructionists probably won’t kill this market. Our April 2017 Market Update

Kenneth B. Marlin | Managing PartnerMarlin & Associates | www.marlinllc.com

P.S. My book: “The Marine Corps Way To Win on Wall Street” does a pretty good job of showing what we do that is different than most firms – and why. For more please visit www.MarlinLLC.com.

We will be attending Innovate Finance Global Summit in London April 10 -11th. To arrange a meeting there, please contact Michael Maxworthyat [email protected].

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

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06

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09

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Sector Comparison Snapshot

Sector Analyses

Application Software

B2B E-commerce & Marketing Technologies

Banking Software & Processors

Business Intelligence Software

Capital Markets Software & Services

Data & Analytics – Financial Services

Information & Market Research

Insurance Technology

Payment Technology

Securities Exchanges

Security Software

Technology-Enabled Financial Institutions

Merger-and-Acquisition Activity Trends

MARLIN & ASSOCIATES MARKET UPDATE

APRIL 2017

02

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

0x 2x 4x 6x 8x 10x

Information & Market Research

Tech-enabled Financial Institutions *

Insurance Technology

Capital Markets Software & Services

Payment Technology

Business Intelligence Software

Security Software

B2B E-commerce & Marketing Technologies

Banking Software & Processors

Application Software

Data & Analytics - Financial Services

Securities Exchanges

03

SECTOR COMPARISON SNAPSHOT:CURRENT REVENUE & EBITDA MULTIPLESEnterprise Value / 2017 Revenue

Enterprise Value / 2017 EBITDA

*Tech-enabled Financial Institutions multiples calculated using Market Cap / Revenue and Market Cap / EBT

APRIL 2017

0x 5x 10x 15x 20x 25x 30x

Payment Technology

Information & Market Research

Data & Analytics - Financial Services

Securities Exchanges

Capital Markets Software & Services

Banking Software & Processors

Tech-enabled Financial Institutions *

Insurance Technology

B2B E-commerce & Marketing Technologies

Application Software

Security Software

Business Intelligence Software

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Application Software

Public Market Data

04

APRIL 2017

Recent Activity

70

100

130

160

190

220

250

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

5 Year M&A Application Software Index vs. S&P 500, base = 100

M&A Application Software Index S&P 500

15x

20x

25x

30x

35x

40x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Oracle 187,540 182,563 4.9x 4.8x 12.5x 10.8x (1%) 2% 39% 45%SAP 117,112 121,322 5.2x 4.8x 18.9x 13.8x 6% 8% 27% 35%Salesforce 57,825 58,326 7.0x 5.7x nm 26.8x 26% 21% 6% 21%Intuit 30,157 30,670 6.3x 5.8x 21.7x 15.0x 9% 8% 29% 39%Workday 16,783 15,321 9.8x 7.6x na 56.7x 35% 29% na 13%CA Technologies 13,132 12,393 3.1x 3.1x 9.7x 7.9x (0%) (1%) 32% 39%Constellation Softw are 10,340 10,327 4.9x 4.3x 25.4x 16.7x 16% 12% 19% 26%Amdocs 8,975 8,035 2.1x 2.1x 11.4x 10.3x 3% 4% 19% 20%NICE Systems 4,097 4,375 4.3x 3.3x 18.5x 12.5x 10% 33% 23% 26%Manhattan Associates 3,703 3,608 6.0x 5.8x 17.7x 16.4x 9% 3% 34% 35%Paycom Softw are 3,386 3,356 10.2x 7.9x 49.4x 29.3x 47% 29% 21% 27%Softw are AG 3,001 2,909 3.1x 3.0x 10.5x 9.7x (0%) 3% 30% 31%Zendesk 2,686 2,461 7.9x 5.9x na nm 49% 35% na 3%Paylocity 1,985 1,903 7.2x 5.7x nm 40.2x 41% 26% 3% 14%Callidus Softw are 1,359 1,175 5.7x 4.8x na 39.0x 19% 18% na 12%

Trim Mean 21,014 21,154 5.8x 5.0x 17.1x 20.0x 17% 15% 24% 26%Median 8,975 8,035 5.7x 4.8x 18.1x 15.7x 10% 12% 25% 26%

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/20/17

CloudCheckr (Rochester, NY) raised $50mm in a Series A funding round from Level Equity. CloudCheckr provides a cloud management platform that helps organizations be more efficient and secure in the cloud while saving money through cost management, security & compliance and cloud automation.

3/16/17 Initial Public Offering

MuleSoft (NYSE:MULE), which provides integrated solutions for connecting applications and API management, raised $221mm in an IPO, priced at $17 per share, implying an enterprise value of $2.9bn and valuing the company at an implied 15.5x LTM revenue.

3/7/17 (Tax & Accounting)

Wolters Kluwer (ENXTAM:WKL) agreed to acquire Tagetik from White Bridge Investments for €300mm (~$317mm) at an implied 5.2x LTM revenue. Tagetikdevelops cloud based solutions for corporate performance management. Wolters Kluwer Tax & Accounting plans to combine its internal audit solution, TeamMate, with Tagetik to create a new business unit – Corporate Performance Solutions.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

5x

17x

29x

41x

53x

3.0x

4.0x

5.0x

6.0x

7.0x

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Adobe 65,177 62,413 10.7x 8.7x 34.2x 21.9x 22% 22% 31% 40%Mercadolibre 9,338 9,164 10.9x 7.8x 40.9x 30.2x 30% 39% 27% 26%Shopify 5,147 4,752 12.2x 7.9x nm nm 90% 54% nm 0%NeuStar 2,167 2,053 7.6x 5.8x nm nm 49% 30% nm 1%HubSpot 1,865 2,628 2.2x 2.1x 5.7x 4.4x 15% 5% 38% 47%ChannelAdvisor 307 246 2.2x 2.0x nm 36.9x 13% 9% nm 5%Mediagrif Interactive 178 195 3.4x 3.2x 10.1x 8.5x 7% 7% 34% 38%QuinStreet 178 141 0.5x 0.5x nm 7.0x 6% 3% nm 7%

Trim Mean 3,167 3,173 6.1x 4.8x 22.2x 16.9x 23% 19% 32% 19%Median 2,016 2,340 5.5x 4.5x 22.2x 15.2x 19% 16% 32% 16%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

B2B E-commerce & Marketing Technologies

Public Market Data

05

[1] Shopify (SHOP) added to the index as of IPO 5/21/15

APRIL 2017

Recent Activity

85

100

115

130

145

160

175

190

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

5 Year M&A eCommerce Index[1] vs. S&P 500, base = 100

M&A eCommerce Index S&P 500

Date Announced Acquirer(s) / Investor(s) Target / Issuer Description

11/17/16SendGrid (Denver, CO) raised $33mm in series D funding led by Bain Capital Ventures. SendGrid provides a cloud-based platform that provides email services to solve the challenges of reliably delivering emails on behalf of growing companies.

10/4/16

Criteo (NASDAQ:CRTO) acquired HookLogic for $250mm. HookLogic provides performance marketing services to manufacturers and hotels, offers retail search exchange/native advertising, paid product listings integration, and closed-loop advertising solutions to e-commerce site owners through its platform.

Date Announced Acquirer(s) / Investor(s) Target / Issuer Description

3/20/17

Akeneo (Nantes, France) raised $13mm in a Series B funding round from Partech Ventures and Alven Capital. Akeneo plans to use the proceeds to double its R&D team and accelerate international sales. The company currently has operations in the United States, France, and Germany.

1/27/17Symphony Technology Group (Palo Alto, CA) acquired Fishbowl for an undisclosed sum. Fishbowl develops a SaaS based marketing analytics platform for the restaurant industry.

12/14/16

Golden Gate Capital agreed to acquire Neustar (NYSE:NSR) for $2.9bn valuing the Company at an implied 2.5x LTM revenue and 6.8x LTM EBITDA. An affiliate of GIC (Government of Singapore Investment Corporation) will also invest in Neustar and will become a minority owner of the Company following closing of the transaction.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/28/16

QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new investor Sunshine Insurance Group, and including participation from GuosenHongsheng Investment Co., Fosun Capital, and other undisclosed investors. QuantGroup provides online financial services in China.

11/16/16

LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

11/10/16

Meta Financial Group (NASDAQ:CASH) acquired Specialty Consumer Services (SCS) for $54mm. SCS offers a loan management platform and a proprietary underwriting model that are primarily used to deliver consumer tax advances and other consumer credit services. The transaction consideration consists of approximately $15mm at closing, with potential for additional contingent payments.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/22/17

Warburg Pincus (New York, NY) agreed to acquire a 35% stake in Avaloq for $304mm, valuing the company at an implied 1.6x LTM revenue and 10.5x LTM EBITDA. Avaloq founder Francisco Fernandez plans to assume the role of Chairman and will retain a roughly 28% stake in the company. Management and other employees will continue to hold approximately 27% of the business.

3/13/17

Vista Equity Partners (Austin, TX) agreed to acquire D+H for $3.5bn, valuing the company at an implied 2.8x LTM revenue and 14.6x LTM EBITDA. Vista plans to merge D+H with its portfolio company Misys to build a larger fintech platform following Misys’ canceled IPO in 2016. The transaction represents a 36% premium to D+H’s share price when the company announced it was exploring strategic options.

2/23/17

Nymbus (Miami Beach, FL) raised $16mm in a funding round led by Home Credit Venture Capital, the venture arm of Home Credit Group. Nymbus provides SaaS-based core banking solutions for community banks and credit unions. This investment follows a $12mm funding round announced in 2016, bringing the total capital raised by Nymbus to $28mm. This is the first venture investment by Home Credit.

Banking Software & Processors

Public Market Data

06

[1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14

Recent Activity

APRIL 2017

80

110

140

170

200

230

260

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

5 Year M&A Banking Software Index[1] vs. S&P 500, base = 100

M&A Banking Software Index S&P 500

11x

13x

15x

17x

19x

21x

23x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

FIS 26,354 36,253 3.9x 3.8x 14.7x 11.8x 1% 3% 27% 32%Fiserv 25,357 29,605 5.4x 5.1x 16.0x 14.5x 5% 5% 34% 35%Jack Henry & Associates 7,279 7,264 5.2x 5.0x 14.7x 14.0x 7% 5% 35% 35%Temenos 5,742 5,916 9.4x 8.5x 25.0x 22.3x 16% 10% 37% 38%Oracle Financial Services 5,048 4,503 6.9x 6.2x 16.6x 15.2x 10% 11% 42% 41%Ellie Mae 3,511 3,088 8.6x 7.0x 37.9x 21.2x 42% 22% 23% 33%ACI Worldw ide 2,534 3,221 3.3x 3.1x 13.9x 12.9x (7%) 5% 24% 24%Q2 Holdings 1,403 1,306 8.7x 6.8x na nm 37% 29% na 3%Bottomline Technologies 893 955 2.8x 2.6x 30.5x 12.6x 2% 5% 9% 21%Sw ord Group 316 284 1.7x 1.5x 10.7x 9.7x 17% 10% 15% 16%Polaris Consulting & Services 288 214 0.7x na 6.7x na 0% na 11% naMicrogen 230 214 4.3x 4.2x 17.5x 16.6x 24% 2% 25% 26%Gresham Technologies 133 124 5.8x 5.0x 25.9x 19.0x 17% 16% 22% 26%

Trim Mean 4,782 5,143 5.1x 4.9x 18.5x 15.3x 12% 9% 25% 29%Median 2,534 3,088 5.2x 5.0x 16.3x 14.5x 10% 7% 24% 29%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Open Text 8,913 9,563 4.9x 3.7x 16.5x 10.3x 7% 32% 30% 36%Splunk 8,544 7,547 7.9x 6.3x na 55.0x 42% 26% na 11%Tableau Softw are 3,801 2,893 3.5x 3.3x na 53.8x 27% 7% na 6%Verint Systems 2,742 3,189 3.0x 2.8x 32.7x 12.5x (6%) 7% 9% 22%Microstrategy 2,171 1,581 3.1x 3.0x 13.6x 11.1x (3%) 3% 23% 27%Talend 850 760 7.2x 5.3x na na 40% 35% na naHortonw orks 600 515 2.8x 2.2x na na 51% 29% na naAlteryx 511 558 6.5x na na na 59% na na na

Trim Mean 3,118 2,754 4.7x 3.6x 16.5x 25.8x 27% 20% 23% 20%Median 2,456 2,237 4.2x 3.3x 16.5x 12.5x 33% 26% 23% 22%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Business Intelligence Software

Public Market Data

07

[1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14, Alteryx (AYX) added to the index as of IPO 2/24/17

Recent Activity

APRIL 2017

10x

20x

30x

40x

50x

60x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

EV /

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EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

180

200

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

5 Year M&A BI Index[1] vs. S&P 500, base = 100

M&A BI Index S&P 500

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/16/17

Looker (Santa Cruz, CA) raised $82mm in a Series D funding round led by CapitalG. Looker provides a browser-based data analytics platform that offers insights to various functions of an enterprise. Looker serves the ecommerce, fintech, healthcare, media, SaaS, and technology industries.

3/15/17

Knime (Zurich, Switzerland) raised €20mm (~$21mm) in an equity funding round led by Invus Group. Knime provides open-source enterprise software for advanced data science. Knime’s platform includes software for Big Data mining, statistics, visualizations and reporting.

2/24/17Initial Public

Offering

Alteryx (NYSE:AYX) raised $126mm in an IPO, implying an enterprise value of $905mm and valuing the company at an implied 10.5x LTM revenue. Alteryx provides a self-service data analytics software platform designed to enable organizations to enhance productivity across the enterprise.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Capital Markets Software & Services

Public Market Data

08

Recent Activity

APRIL 2017

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

IHS Markit 17,711 21,343 5.9x 6.0x 15.9x 15.4x 10% (3%) 37% 39%Broadridge 8,256 9,226 2.7x 2.2x 14.5x 11.9x 23% 21% 18% 19%SS&C Technologies 7,335 9,719 6.6x 5.8x 18.9x 13.9x 48% 13% 35% 42%Computershare 5,777 6,991 3.4x 3.3x 16.0x 12.7x 4% 4% 21% 26%DST 3,981 3,984 2.6x 1.9x 12.1x 9.0x (23%) 35% 21% 21%SimCorp 2,410 2,379 7.5x 6.6x 31.4x 23.6x 6% 14% 24% 28%IRESS 1,478 1,595 5.4x 4.7x 20.2x 15.8x 8% 13% 26% 30%Envestnet 1,397 1,635 2.8x 2.5x 38.5x 13.1x 37% 14% 7% 19%Fidessa group 1,200 1,082 2.6x 2.4x 14.4x 9.5x 12% 8% 18% 25%First Derivatives 875 895 5.2x 4.6x 27.7x 24.6x 27% 14% 19% 19%Linedata Services 385 427 2.4x 2.1x 9.0x 7.5x (3%) 16% 27% 28%Cinnober 205 195 5.0x 3.9x nm 37.1x 16% 28% 3% 11%Brady 78 69 1.8x 1.9x 12.1x 24.8x 11% (3%) 15% 8%StatPro Group 71 84 1.8x 1.7x 7.8x 11.9x 24% 8% 23% 14%Lombard Risk Management 46 37 1.0x 0.8x nm 6.2x 28% 27% 1% 13%

Trim Mean 2,573 2,945 3.7x 3.3x 17.5x 14.9x 16% 14% 20% 22%Median 1,397 1,595 2.8x 2.5x 15.9x 13.1x 12% 14% 21% 21%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

8x

11x

14x

17x

20x

2.0x

2.5x

3.0x

3.5x

4.0x

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

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EBIT

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EV /

Rev

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5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

180

200

220

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

5 Year M&A Capital Markets Index vs. S&P 500, base = 100

M&A Capital Markets Index S&P 500

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/20/17

FactSet (NYSE:FDS) acquired BISAM Technologies from Aquiline for $205mm, valuing the company at an implied 7.3x 2016 revenue. BISAM provides portfolio performance and attribution, multi-asset risk, GIPS composites management and reporting solutions to asset managers. BISAM was previously owned by Aquiline Capital Partners, who acquired the business in July 2012.

3/9/17

Broadridge (NYSE:BR) acquired the remaining minority stake in Message Automation. Message Automation provides post-trade control solutions, with a particular focus on complex asset classes. This was Broadridge’s first announced acquisition of 2017, following an active 2016 that saw the company announce seven acquisitions.

3/6/17

TA Associates (Boston, MA) agreed to acquire ITRS from Carlyle for an undisclosed sum. ITRS is a provider of real-time monitoring and analytics software to investmentbanks, exchanges and trading venues, hedge funds, and brokers and vendors. ITRS had been owned by The Carlyle Group since September 2011.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Data & Analytics – Financial Services

Public Market Data

09

APRIL 2017

Recent Activity

10x

13x

15x

18x

3.0x

4.0x

5.0x

6.0x

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

5 Year M&A Data & Analytics Financials Index vs. S&P 500, base = 100

M&A D&A Financial Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

S&P Global 34,202 36,497 6.4x 6.4x 14.8x 13.9x 7% 1% 44% 46%Thomson Reuters 31,539 37,129 3.3x 3.3x 15.6x 11.1x (1%) 1% 21% 29%Moody's 21,377 22,687 6.3x 6.0x 13.8x 13.0x 3% 5% 46% 46%Experian 19,226 22,379 4.8x 4.7x 14.1x 13.5x (0%) 3% 34% 35%Equifax 16,600 19,202 6.1x 5.6x 17.1x 15.4x 18% 8% 36% 37%Verisk Analytics 13,810 16,059 8.0x 7.6x 17.1x 15.2x 13% 5% 47% 50%MSCI 9,121 10,404 9.0x 8.4x 18.3x 16.5x 7% 7% 49% 51%CoStar Group 6,729 6,500 7.8x 6.9x 30.2x 24.6x 18% 12% 26% 28%FactSet Research Systems 6,547 6,727 5.9x 5.5x 16.7x 15.7x 11% 7% 35% 35%FICO 4,196 4,728 5.2x 5.0x 22.8x 18.9x 6% 4% 23% 27%Dun & Bradstreet 4,005 5,283 3.1x 3.0x 11.7x 10.6x 4% 4% 26% 28%CoreLogic 3,554 5,046 2.6x 2.7x 12.0x 10.8x 28% (5%) 21% 25%Morningstar 3,396 3,303 4.1x 3.9x 14.3x 11.9x 1% 5% 29% 33%

Trim Mean 12,428 14,137 5.6x 5.3x 16.1x 14.2x 8% 5% 33% 36%Median 9,121 10,404 5.9x 5.5x 15.6x 13.9x 7% 5% 34% 35%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/21/16

London Stock Exchange Group (LSE:LSE) acquired Mergent for an undisclosed sum. Mergent is a leading provider of business and financial information on public and private companies and adds to LSEG’s data and analytics capabilities. The Mergentbusiness will form part of LSEG’s Information Services Division which includes FTSE Russell, among other real time and reference data products.

11/10/16

eVestment Alliance (New York, NY) acquired Public Plan IQ for an undisclosed sum. Public Plan IQ is a SaaS-based platform that provides access to public pension plan reporting and board documents and houses more than 10,000 documents. The acquisition builds upon eVestment’s intelligence offering to institutional investors, consultants and managers.

11/1/16

Strategic Insight (New York, NY) acquired BrightScope for an undisclosed sum. BrightScope is a financial information company that provides a suite of proprietary datasets, data management capabilities and analytics to asset managers, record-keepers, financial advisors, and other market participants. The transaction follows Strategic Insight’s recent acquisitions of Market Metrics and Matrix Solutions.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/10/17

Toppan Vite, a subsidiary of Toppan Printing Co. (TSE:7911), acquired The Vintage Group from PR Newswire for an undisclosed sum. The Vintage Group provides regulatory compliance and shareholder communication services across capital markets, corporate services, and institutional and fund services.

3/8/17Numerix (New York, NY) acquired TFG Financial Systems for an undisclosed sum. TFG Financial Systems is a leading provider of SaaS-based real-time risk, profit & loss, and position management solutions to global buy-side institutions.

2/27/17

Dow Jones, a subsidiary of News Corporation (NASDAQ:NWSA), acquired RiskAverter for an undisclosed sum. RiskAverter’s solution enables customers to automate risk scoring in order to more quickly and effectively assess third parties in relation to anti-corruption and other regulatory compliance risk areas.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Information & Market Research

Public Market Data

10

APRIL 2017

Recent Activity

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5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Reed Elsevier (RELX Group) 39,244 43,530 5.1x 4.7x 17.0x 13.5x na 8% 30% 35%Nielsen 14,860 22,228 3.5x 3.4x 13.7x 11.0x 2% 4% 26% 31%Wolters Kluw er 12,133 14,186 3.1x 2.9x 11.9x 10.8x 2% 6% 26% 27%Gartner 9,065 9,285 3.8x 3.4x 23.2x 18.1x 13% 11% 16% 19%Pearson 6,897 6,922 1.2x 1.2x 9.7x 7.8x 2% 3% 13% 15%Informa 6,514 8,357 5.0x 3.8x 15.8x 11.4x 11% 30% 31% 34%UBM 3,766 4,536 4.2x 3.6x 15.2x 11.9x 12% 16% 28% 30%Euromoney Institutional Investor 1,670 1,631 3.2x 3.1x 12.4x 11.7x 2% 5% 26% 26%comScore 851 737 1.4x 1.3x 6.2x 4.9x 41% 13% 23% 26%Forrester Research 738 598 1.8x 1.8x 14.8x 15.8x 4% 1% 12% 12%

Trim Mean 6,969 8,485 3.3x 2.9x 13.8x 11.7x 7% 8% 23% 26%Median 6,706 7,639 3.4x 3.2x 14.3x 11.6x 4% 7% 26% 27%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

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180

Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

5 Year M&A Info & Mkt Research Index vs. S&P 500, base = 100

M&A Info & Mkt Research Index S&P 500

[1] As of February 8th 2017, comScore’s shares were suspended from the NASDAQ since comScore was unable to file financial data regarding the handling of certain cash and non-cash transactions. The stock is quoted on the over-the-counter market.

[1]

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/14/16

Verisk Analytics (NASDAQGS:VRSK) acquired The GeoInformation Group for an undisclosed sum. The GeoInformation Group offers large-scale mapping services and geospatial data and analytic solutions to a broad set of companies and more than 300 public sector organizations. The acquisition bolsters Verisk’s presence in the United Kingdom as a data and analytics provider across multiple markets.

11/9/16

Gartner (NYSE:IT) acquired Machina Research for an undisclosed sum. Machina Research provides market intelligence and strategic insight on Internet of Things (IoT), Machine-to-Machine (M2M), and big data opportunities. The acquisition is part of Gartner’s strategy of investing further in IoT capabilities.

10/17/1620/20 Research (Nashville, TN) acquired iModerate for an undisclosed sum. iModerate offers online qualitative market research services and fits strategically with 20/20’s QualBoard discussion and QualMeeting interview platforms.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/7/17

Gartner (NYSE:IT) has agreed to acquire L2 for an undisclosed sum. L2 offers annual subscription services for brands to benchmark their digital presence against competitors. The acquisition is expected to further accelerate Gartner’s long-term growth in its marketing focused business.

3/3/17

Euromoney Institutional Investor (LSE:ERM) has agreed to acquire RISI from AXIO Group Management for $125mm valuing the company at an implied 4.2x LTM Revenue and 16.2x LTM EBITDA. RISI is the leading price reporting agency for the global forest products market. This acquisition follows Euromoney’s acquisition of FastMarkets in 2016, a provider of real-time metals market pricing information.

2/3/17

Elsevier, a subsidiary of RELX (LSE:REL), acquired Plum Analytics from EBSCO Information Services for an undisclosed sum. Plum provides alternative metrics and research impact measurement services. Elsevier plans to integrate Plum metrics into its research products, expanding capabilities for researchers.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Insurance Software

Public Market Data

11

[1] Connecture added to the index as of IPO 12/12/14

Recent Activity

APRIL 2017

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Guidew ire Softw are 4,213 3,630 8.1x 6.8x nm 42.3x 14% 18% 4% 16%Ebix 1,990 2,156 7.2x 6.6x 19.7x 17.8x 12% 10% 37% 37%CorVel 850 812 1.6x na 12.3x na 3% na 13% naSapiens 643 565 2.6x 2.1x 18.9x 14.8x 16% 27% 14% 14%msg life 108 83 0.7x 0.7x 7.2x 6.8x 3% 2% 10% 10%Connecture 24 102 1.2x 1.4x nm nm (15%) (9%) nm nm

Trim Mean 898 909 3.2x 3.3x 15.6x 16.3x 8% 10% 12% 15%Median 747 688 2.1x 2.1x 15.6x 16.3x 8% 10% 13% 15%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/13/17

Travelers (NYSE:TRV) agreed to acquire Simply Business from Aquiline Capital Partners for $490mm. Simply Business is a leading distributor of small business insurance policies in the United Kingdom. Through this acquisition, Travelers plans to more efficiently access the microbusiness market in the United States and additional geographies.

3/10/17

Connecture (NASDAQ:CNXR) raised $17.5mm in a Series B funding round co-led by Francisco Partners and Chrysalis Ventures. Connecture provides a web-based health insurance distribution platform that connects consumers to insurance providers. Connecture plans to use this round of financing to continue fund operations.

2/28/17Verisk Analytics (NASDAQ:VRSK) acquired Emergent Network Intelligence for an undisclosed sum. Verisk plans to integrate Emergent Network Intelligence’s insurance claims efficiency and fraud detection solutions to realize process synergies.

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Apr-12 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17

5 Year M&A Insurance Tech Index[1] vs. S&P 500, base = 100

M&A Insurance Tech Index S&P 500

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Payment Technology

Public Market Data

12

[1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

Recent Activity

APRIL 2017

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

PayPal 52,312 42,496 3.9x 3.4x 20.2x 13.4x 17% 16% 19% 25%FleetCor Technologies 14,421 17,768 9.7x 8.0x 19.0x 15.1x 8% 21% 51% 53%Global Payments 12,424 16,540 4.4x 4.8x 16.7x 15.0x 33% (9%) 26% 32%Vantiv 10,400 13,808 7.2x 6.6x 16.2x 13.8x 13% 11% 45% 47%Total System Services 9,865 12,717 3.0x 2.6x 14.9x 11.1x 50% 15% 20% 24%Western Union 9,841 11,703 2.2x 2.2x 8.6x 9.0x (1%) (0%) 25% 24%Wirecard 6,809 5,868 5.4x 4.2x 17.9x 13.9x 28% 28% 30% 30%Euronet Worldw ide 4,616 4,486 2.3x 2.1x 13.6x 11.3x 11% 9% 17% 19%WEX 4,458 6,480 6.4x 5.5x 21.9x 13.4x 19% 17% 29% 41%Blackhaw k Netw ork Holdings 2,313 1,889 1.0x 0.9x 12.8x 8.0x 5% 17% 8% 11%EVERTEC 1,170 1,758 4.5x 4.4x 11.5x 9.7x 4% 2% 39% 46%Moneygram International 1,116 1,874 1.1x 1.1x 8.4x 6.7x 6% 2% 14% 17%PayPoint 874 809 3.1x 3.2x 11.0x 10.5x (3%) (4%) 28% 31%Cass Information Systems 745 478 3.8x na 12.7x na 3% na 30% naSafeCharge 490 374 3.6x 3.2x 12.1x 10.3x 4% 11% 30% 31%

Trim Mean 6,081 7,398 3.9x 3.6x 14.4x 11.6x 12% 10% 27% 31%Median 4,616 5,868 3.8x 3.3x 13.6x 11.2x 8% 11% 28% 30%

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5 Year M&A Payment Tech Index[1] vs. S&P 500, base = 100

M&A Payment Tech Index S&P 500

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/10/16

Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) for $425mm. Moneris offers credit, debit, wireless and online payment services for merchants in virtually every industry segment and processed approximately $12bn in US transaction volume in 2015.

11/7/16

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of multi-channel billing and communications solutions to the healthcare and financial services industries.

10/20/16

Cardtronics (NASDAQ:CATM) acquired DirectCash Payments for $460mm. The purchase included First Data’s Australian ATM portfolio, which DirectCash acquired on September 30. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

1/26/17

Ant Financial Services Group, an affiliate of Alibaba Group (NYSE:BABA), agreed to acquire MoneyGram (NASDAQ:MGI) for $880mm, implying an enterprise value of $1.5bn and valuing the company at an implied 1.0x LTM revenue and 7.0x LTM EBITDA. The offer of $13.25 per share represents a premium of ~11.5% to MoneyGram’s closing share price on 1/25/17.

1/13/17

Advent International (Boston, MA) and Bain Capital (Boston, MA) agreed to acquire Concardis for an undisclosed sum. Originally focused on connecting retailers to credit card systems, Concardis has recently developed a leading position as a full-service payment provider in Germany, Austria and Switzerland.

1/10/17

iZettle (Stockholm, Sweden) raised €60mm (~$63.5mm) in a round of funding fromIntel Capital, Zouk Capital and Victory Park Capital. The funding round included €45mm of debt funding from new investor Victory Park Capital and €15mm in equity funding from existing investors Intel Capital and Zouk Capital.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/10/16

Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) for $425mm. Moneris offers credit, debit, wireless and online payment services for merchants in virtually every industry segment and processed approximately $12bn in US transaction volume in 2015.

11/7/16

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of multi-channel billing and communications solutions to the healthcare and financial services industries.

10/20/16

Cardtronics (NASDAQ:CATM) acquired DirectCash Payments for $460mm. The purchase included First Data’s Australian ATM portfolio, which DirectCash acquired on September 30. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/16/17

First Data (NYSE:FDC) agreed to acquire Acculynk for an undisclosed sum. The acquisition of Acculynk strengthens First Data’s e-commerce capabilities. Acculynk’sdebit routing technology enables merchants to process online debit payments through the most cost effective network available.

3/9/17

Currencycloud (London, United Kingdom) raised £20mm (~$25mm) in a Series D funding round led by GV (fka Google Ventures) and which included participation from existing investors. Currencycloud enables customers to build apps and services using its payment and currency conversion application programming interfaces (APIs).

3/2/17

Paytm E-Commerce (New Delhi, India), a subsidiary of One97 Communications, raised $200mm in a round of equity funding led by Alibaba (investing $177mm) and included SAIF Partners (investing $23mm). Paytm is a leading mobile payments and e-commerce company in India.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Securities Exchanges

Public Market Data

13

APRIL 2017

Recent Activity

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5 Year M&A Sec Exchanges Index vs. S&P 500, base = 100

M&A Sec Exchanges Index S&P 500

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/3/17

European Energy Exchange (Leipzig, Germany) agreed to acquire Nodal Exchange for an undisclosed sum. Through this acquisition, European Energy Exchange will enter the North American energy trading markets, thereby expanding its global presence and membership base in line with its growth strategy.

2/17/17

TMX Group (TSX:X) has agreed to sell its wireless and extranet infrastructure services businesses known as TMX Atrium to Intercontinental Exchange (ICE). Upon closing, TMX Atrium will become part of ICE Data Services, a highly resilient private network purpose-built for the global capital markets. Marlin & Associates acted as the exclusive financial and strategic advisor to TMX.

1/27/17

BM&FBOVESPA (BOVESPA:BVMF3) acquired an additional 8.6% stake in Bolsa de Valores de Colombia (BVC:BVC) for $15.5mm. Bolsa de Valores manages trading platforms for equities, variable income, fixed income, and standardized derivatives markets in Colombia.

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

CME Group 40,313 39,601 11.0x 10.5x 16.3x 14.8x 8% 5% 67% 71%IntercontinentalExchange (ICE) 35,922 41,929 9.3x 9.0x 15.2x 14.0x 35% 3% 61% 64%Hong Kong Exchange 30,740 28,925 20.3x 17.8x 30.9x 25.1x (14%) 14% 66% 71%Deutsche Börse Group 17,093 18,116 6.5x 6.8x 13.1x 11.8x (5%) (5%) 49% 57%London Stock Exchange (LSE) 14,153 14,822 7.6x 7.0x 15.7x 13.8x (10%) 9% 48% 51%The Nasdaq OMX Group 11,569 14,572 6.4x 6.0x 12.8x 11.6x 20% 7% 50% 51%BM&F Bovespa 9,420 9,849 13.2x 12.1x 20.7x 17.9x 5% 9% 64% 68%Australian Exchange (ASX) 7,339 6,526 9.2x 10.6x 11.9x 13.8x 30% (13%) 78% 77%CBOE 6,590 6,493 9.9x 9.7x 18.2x 17.4x 4% 2% 54% 56%Singapore Exchange (SGX) 5,899 5,419 9.5x 9.2x 18.4x 15.3x (4%) 4% 52% 60%TMX Group 2,794 3,224 5.3x 5.6x 9.7x 10.5x 5% (5%) 55% 53%

Trim Mean 15,414 16,036 9.2x 9.0x 15.8x 14.5x 6% 3% 58% 61%Median 11,569 14,572 9.3x 9.2x 15.7x 14.0x 5% 4% 55% 60%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Security Software

Public Market Data

Recent Activity

14

APRIL 2017

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5 Year M&A Security Index vs. S&P 500, base = 100

M&A Security Index S&P 500

DateAnnounced

Acquirer(s) / Investor(s) Target / Issuer Description

3/8/17

Dyadic Security (Givat Schmuel, Israel) raised $12mm in a Series B funding round led by Citi Ventures, Goldman Sachs Principal Strategies and existing investor Innovation Endeavors. Dyadic provides software-defined cryptography (SDC) and key management solutions for the enterprise.

3/6/17

CA (NASDAQ:CA) agreed to acquire Veracode for $614mm. Veracode provides automated, on-demand security analysis services via its SaaS platform. Veracodewas launched in 2007 with $19.5mm in VC funding. This acquisition marks CA’s intent to boost its position in the Secure DevOps market.

2/28/17

Palo Alto Networks (NYSE:PANW) acquired LightCyber for $105mm. LightCyberuses machine learning to build knowledge of how users and devices operate on a network, which allows it to detect changes in behavior when attacks are made. Itstechnology will complement Palo Alto Networks’ automated threat capabilities. LightCyber had raised $32mm since 2011.

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Symantec 19,022 20,585 5.4x 4.1x 23.5x 8.6x 4% 34% 23% 47%Check Point Softw are 17,407 16,034 9.2x 8.6x 18.5x 15.9x 7% 7% 50% 54%Palo Alto Netw orks 10,220 9,378 6.0x 4.9x nm 21.5x 36% 21% nm 23%F5 Netw orks 9,359 8,385 4.1x 3.8x 13.7x 9.8x 4% 8% 30% 39%Fortinet 6,776 5,690 4.5x 3.8x 59.4x 19.1x 26% 16% 8% 20%Proofpoint 3,169 3,139 8.4x 6.4x nm 59.6x 41% 31% nm 11%FireEye 2,109 1,914 2.7x 2.6x nm nm 15% 1% nm 3%CyberArk 1,832 1,556 7.2x 5.8x 36.7x 24.1x 35% 24% 20% 24%Sophos 1,517 1,726 3.4x 2.0x 24.4x 12.2x 7% 71% 14% 16%Imperva 1,344 1,083 4.1x 3.4x nm 39.7x 13% 20% nm 9%Barracuda Netw orks 1,248 1,058 3.0x 2.9x 30.3x 14.5x 12% 6% 10% 20%Mimecast 1,230 1,131 6.6x 5.3x nm 68.4x 26% 25% nm 8%Axw ay Softw are 701 688 2.1x 1.9x 12.5x 10.8x 6% 12% 17% 18%Radw are 700 474 2.4x 2.4x nm 42.0x (9%) 2% 1% 6%VASCO Data Security 537 393 2.0x 2.1x 24.3x 25.0x (20%) (3%) 8% 8%Zix 257 231 3.8x 3.5x 19.4x 12.6x 10% 9% 20% 28%Trim Mean 4,153 3,761 4.6x 3.8x 23.9x 23.6x 14% 16% 17% 20%Median 1,674 1,641 4.1x 3.7x 23.9x 19.1x 11% 14% 17% 19%

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

Technology-Enabled Financial Institutions

Public Market Data

15

Recent Activity

APRIL 2017

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5 Year M&A Fintech Sector Index vs. S&P 500, base = 100

M&A Tech-enabled Fin Institutions Index S&P 500

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/16/16

LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

11/10/16

Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm ($161mm), valuing the Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and outsourced debt collection services for banks, credit card providers, utilities, telecoms, and retail companies.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

3/17/17BinckBank (ENXTAM:BINCK) acquired Pritle for €12.5mm (~$13.3mm). BinckBank is the largest independent Dutch online bank for investors. The acquisition of Pritle is the first robo-advisor acquisition in continental Europe.

2/23/17Research Exchange (London, United Kingdom) raised an undisclosed sum in a round of equity funding led by NEX Group (ICAP). Research Exchange plans to use the proceeds to increase staff and services for asset managers and research providers.

1/12/17

Funding Circle (London, United Kingdom) raised GBP82mm (~$100mm) in its sixth round of funding led by existing investor Accel Partners. The peer-to-peer lending platform has enable the lending of £2.5 billion to over 25,000 businesses across Funding Circle's platform to date.

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin(USD millions) Cap CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Charles Schw ab 54,726 7.3x 6.4x 18.4x 15.2x 18% 15% 40% 42%TD Ameritrade 20,596 6.2x 5.8x 16.2x 12.0x 4% 8% 38% 48%E*TRADE 9,624 4.6x 4.4x 11.0x 10.5x 17% 5% 42% 42%MarketAxess 7,076 19.1x 16.8x 36.9x 29.5x 22% 14% 52% 57%BGC Partners 4,924 1.9x 1.7x 11.1x 8.4x 2% 13% 17% 20%ICAP 2,678 3.1x 3.9x 11.8x 10.8x na (20%) 26% 36%Interactive Brokers Group 2,395 1.8x 1.6x 3.1x 2.4x (1%) 12% 56% 64%IG Group 2,279 3.5x 3.7x 8.5x 8.5x 18% (6%) 42% 44%LendingClub 2,173 4.3x 3.8x na 43.3x 16% 15% na 9%Investment Technology Group 688 1.5x 1.4x na na (12%) 9% na naMonex Group 676 1.7x 1.7x 54.0x na (12%) (0%) 3% naGAIN Capital 406 0.7x 1.0x 6.7x 4.4x 11% (29%) 11% 23%On Deck Capital 360 2.6x 0.9x na 45.6x (22%) 171% na 2%BinckBank 252 1.4x 1.5x 35.1x na (14%) (8%) 4% na

Trim Mean 4,490 3.3x 3.1x 17.3x 15.8x 5% 5% 30% 33%Median 2,337 2.8x 2.7x 11.8x 10.8x 4% 9% 38% 42%

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

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MERGER AND ACQUISITION TRANSACTIONS

Software and Services Transaction Activity

Software and Services Transaction Multiples

MARCH 2017

Note: Mid-market M&A defined as transactions with enterprise values below $1 billion.

(1)

(1)

(1)

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

0

50

100

150

200

250

300

350

400

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2014 2015 2016 2017

Aggr

egat

e Va

lue

($bn

)

Num

ber o

f Tra

nsac

tions

Number of Transactions Aggregate Value

0x

1x

2x

3x

4x

5x

0x

8x

16x

24x

32x

40x

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2014 2015 2016 2017

EV /

Rev

enue

EV /

EBIT

DA

EV / EBITDA EV / Revenue

CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

17

has invested in

Marlin & Associates acted as strategic and financial advisor to Aquiline Capital

Partners.

Dublin, Ireland

New York, NY

has been acquired by

Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies Inc.

Windsor, CT

Boston, MA

has been acquired by

Marlin & Associates acted as exclusive strategic and financial advisor

to Alacra, Inc.

Pa lo A lto, CA

New York, NY

rece ived an investment from

Marlin & Associates acted as exclusive strategic and financial advisor

to Trunomi.

Campbell, CA

Brentwood, TN

a portfolio company of

Marlin & Associates acted as strategic and financial advisor to Agilum Healthcare Intelligence.

has been acquired by

APRIL 2017

New York City, NY

Lake Success, NY

Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.

has been acquired by

“Throughout this process, the team at Marlin & Associates provided great financial and strategic advice. They served as a true strategic partner and integral part of the team as they guided the complex cross-border carve-out project. Marlin & Associates unique industry expertise played a critical role in bringing this project to a successful conclusion for all stakeholders." Eric SinclairPresident, TMX Datalinx

Phoenix, AZ

Boston, MA and San Francisco, CA

Marlin & Associates acted as exclusive strategic and

financial advisor to BillingTree

has completed a majority recapitalization with

Salt Lake City, UT

Chicago, ILMarlin & Associates acted as

exclusive strategic and financial advisor to iTransact Group, LLC

has been acquired byreceived an investment from

Port Talbot, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial

advisor to Vizolution.

San Mateo, CA

Marlin & Associates acted asexclusive strategic and

financial advisor to Xignite.

received a strategicinvestment fom

Tokyo, Japan

Paris, France

Palo Alto, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Everteam.

has acquired the Business Process Management business from

Lucca, Italysecured a $36 million

investment from

Milan, ItalyMarlin & Associates acted as

exclusive strategic and financial advisor to Tagetik Software srl.

Hong Kong, China

Hong Kong, China

Marlin & Associates acted as strategic and financial advisor to

Wisers Information Limited.

has raised capital from

Wixom, MIhas acquired

Hamilton, NJMarlin & Associates acted as

exclusive strategic and financial advisor to RevSpring Inc.

Washington, D.C.

has been acquired by

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Current Analysis, Inc.

Woburn, MA

has been acquired by

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to ByAllAccounts, Inc.

Chicago, IL

has been acquired by

New York, NY

Marlin & Associates acted as exclusive strategic and financial advisor to

SpyWare LLC.

Dublin, Ireland

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to

Information Mosaic.

has been acquired by

New York City, NY

has been acquired by

a portfolio company of

Marlin & Associates acted as exclusive strategic and financial

advisor to Advise Technologies, LLC

London, UK

received an investment from

Marlin & Associates acted as exclusive strategic and financial

advisor to OpenGamma

a portfolio company of Hamilton, Bermuda

Marlin & Associates acted as exclusive strategic and financial advisor to QuoVadis and ABRY

has been acquired by

Toronto, Canada

Atlanta, GA

Marlin & Associates acted as exclusive strategic and financial

advisor to TMX Group

has agreed to sell the Atrium wireless and extranet infrastructure

businesses to

Note: Not a complete list.

Private equity funds managed by Blackstone and by the Goldman Sachs

Merchant Banking Division (together, the “Sponsors”) have agreed to acquire

From affiliates of Kohlberg Kravis Roberts & Co. L.P.

Marlin & Associates advised the Sponsors.

M&A Award USA TMT Advisory Firm of the Year (2012, 2015) – Acquisition International

• Financial Technology Deal of the Year (2012, 2011)• North America Small Mid Markets Corporate Deal of the Year (2013)• Corporate M&A Deal of the Year (2010)• Technologies Deal of the Year (2010)* Firm-wide Awards

• Cross-Border Boutique Investment Banking Firm of the Year (2016)*• Boutique Investment Banking Firm of the Year (2014, 2015, 2016)*• Advisory Firm of they Year (2015)*• Middle Market International Professional Services (B-to-B) Deal of the Year (2013)• Financial Services Deal of the Year (2013, 2012 and 2011)• Information Technology Deal of the Year (2011)• Middle Market Deal of the Year <$25M (2011)• Corporate and Strategic Acquisition of the Year (2011)• Middle Market Financial Services Deal of the Year (2011 and 2010)• Middle Market Information Technology Deal of the Year (2011 and 2010)• Middle Market International Financial Services Deal of the Year (2013 and 2010)• Middle Market International Information Technology Deal of the Year (2010)• Middle Market Financial Services Turnaround Deal of the Year (2009)• Middle Market Information Technology Turnaround Deal of the Year (2009)• Middle Market International Deal of the Year(2008)• Middle Market Financial Services Deal of the Year (2008)• Middle Market Technology Deal of the Year (2008)• Middle Market Investment Banking Firm of the Year (2008 and 2007)*• Middle Market International/Cross Border Deal of the Year (2007, Below $100M)• Middle Market Financial Services Deal of the Year (2007, Below $100M)• Middle Market Financing Agent of the Year – Equity (2007)*• Middle Market Computer and Information Technology Deal of the Year (2007)

PEER AND INDUSTRY GROUP RECOGNITION

18

Boutique Investment Banking Firm of the Year(2014, 2015, 2016) - The M&A Advisor

The M&A Advisor and The M&A Forum have recognized Marlin & Associates for excellence in multiple deal categories including:

The Global M&A Network has recognized Marlin & Associates for excellence in multiple deal categories through its M&A Atlas Awards:

TMT Advisory Firm of the Year (2016)

Boutique Investment Banking Firm of the

Year(2016)

– ACQ5 (Acquisition Finance

Magazine)

“We are always grateful to be recognized for our hard work, but we are more pleased that we areable to help our clients achieve the results that they seek.”

Ken MarlinFounder and Managing Partner

APRIL 2017

Note: Not a complete list.

Ken Marlin

Founder and Managing Partner of M&A• Twice named to II’s Tech 50• Member Market Data Hall of Fame• MD Veronis Suhler Stevenson• CEO of Telesphere Corporation • CEO of Telekurs (NA)• EVP Bridge Information systems• SVP at Dun & Bradstreet• BA from the University of California (Irvine)• MBA from UCLA, post-MBA from New

York University Jason Panzer

Chief Operating Officer of M&A• 20+ years of M&A experience advising

technology and PE firms, globally• VP Business Development at FactSet• M&A attorney of Skadden, Arps, Slate,

Meagher and Flom• CFO of JCF Group• MBA from Columbia Business School• J.D. from Fordham Law School• CFA Charterholder

Paul Friday

• 20+ years of investment banking experience• Experience working with both large

corporations and entrepreneurial technology-based companies

• Formerly at Robertson Stephens and PaineWebber (UBS)

• BS, Finance from Pennsylvania State University

• 18+ years of investment banking andprivate equity experience

• Named twice to Dealer’s Digest and recently M&A Advisor’s “40-Under-40”

• Founded Marlin & Associates with Ken Marlin

• Formerly at Veronis Suhler Stevenson, Morgan Stanley, and American International Group

• BS from Binghamton University

Tom Selby

• 12+ years of M&A experience • VP of Business Development at SunGard• Founder of software company sold to

SunGard • Started career designing trading software

for TD Bank• BaSC, Engineering from University of

Toronto

Jonathan Kaufman

• 15+ years of corporate finance experience

• Thought leader in Fintech• 8+ years in investment banking at UBS

and Deutsche Bank• BS from Union College• MBA from University of Virginia’s Darden

School of Business• Named to Deal’s Digest “40-Under-40”

MARLIN AND ASSOCIATES: WHO WE ARE

OUR SENIOR TEAM BRINGS EXTENSIVE DEPTH, BREADTH AND INDUSTRY EXPERTISE TO OUR CLIENTS

Michael Maxworthy

Paul Friday

19

APRIL 2017

"The Marlin & Associates team was a highly valued player in completing our transaction. Their professional expertise and commitment to the process, preparation, positioning, presentation, and leadership got us to the finish line. They’re smart, available whenever needed, and bring the work ethic to get the deal done.”

Roman BrunnerCEO, QuoVadis

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 3/31/17. These companies are asample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean andmedian multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflectedabove.

New York | San Francisco | Washington, D.C. | Toronto

www.MarlinLLC.com

20


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