M&A SNAPSHOTQ2 2012

JULY 2012

M&A SNAPSHOT

OVERVIEW COMMENTARY

Within the $25 million - $1 billion transaction value range, M&A activity in Q2 2012 was up by 39% from Q1 2012. Acquirers spent $14b in total, twice as much as the previous quarter. Median transaction size increased by 23% from $103mm last quarter to $127mm this quarter.

As expected, following slowdowns in the previous two quarters, we are seeing an increase in M&A activity.

In Q2 2012, Facebook IPOed and announced six acquisitions, leading as the most active acquirer, notably with its $1b purchase of Instagram as the marquee purchase of the quarter. Microsoft also made a second major M&A move with its $1.2b purchase of Yammer. After its absence last quarter, Google announced four tactical acquisitions this quarter.

The transformation of marketing and commerce continues as a major M&A theme, accounting for 26% of the total transactions within the $25mm-$1b transaction value range. Strategic acquisitions were made by companies such as Intuit (acquisitions of AisleBuyer and Demandforce), Oracle (acquisitions of Vitrue and and Collective Intellect), Salesforce (acquisitions of Buddy Media and ChoicePass), Groupon (acquisitions of Ditto and Breadcrumb), Facebook (acquisition of TagTile) and Google (acquisitions of TxVia and Kikscore).

Managing the challenging demands video places upon mobile networks also continues to be an important M&A theme. Citrix made a very strategic move in this vein to extend its business into the telecom service provider market via its $435mm acquisition of Byte Mobile. Allot Communications also acquired mobile video management capabilities with their acquisition of VC-backed Ortiva Wireless.

This past quarter, Architect Partners has published its M&A Alert on ten of the most strategic transactions in the quarter.

FOLLOWING ANALYSIS

M&A DASHBOARD:

NOTABLE ACQUIRERS:

M&A TRANSACTIONS:

OTHER NOTABLE TRANSACTIONS:

COMING SOON

ANALYSIS OF VC-BACKED M&A EXITS

SUMMARY OF QUARTERLY ACTIVITY IN NUMBERS AND TONE

ACTIVE INFLUENTIAL BUYER ACTIVITY

SUMMARY OF TRANSACTIONS BETWEEN $25MM-$1B IN VALUE

SUMMARY OF NOTABLE TRANSACTIONS WITHOUT ANNOUNCED VALUE OR ABOVE $1B.

2

COVERAGEArchitect Partners tracks M&A activity within the converging Internet | mobile | digital media sectors. The following assessment is focused on M&A transactions with announced values of between $25mm and $1B as these typically represent successful business-building endeavors.

MARKET TONEGood. Increased activity and healthy tone in the M&A market. Generally balanced buyer/seller dynamics.

Note: 1) Includes all Internet | mobile | digital media transactions regardless of transaction value. Transaction values within a range are presented as a mid-point value

Source: Architect Partners, Capital IQ, company filings and public information 3

2010Q1 Q2 Q3 Q4

45% 55% 52% 49%

$6 $5

$12 $12

38 40

68 53

$75 $100 $98 $105

12 17 18 16

!"#$$ !%#$$ !"&$ !'($

M&A DASHBOARD

$14 $12

$11 $9

68 61 63 57

$98 $113

$80 $90

48% 49% 52% 42%

27 23 23

19

2011Q1 Q2 Q3 Q4

!"#$ !%&$ !"'$ !(#$

M&A Exits (#)1.................................................

Total Consideration Paid ($b)....................

Venture-Backed M&A Exits (#)................

Median Transaction Size ($mm)...............

U.S.-based Target (%).................................

All Internet | Mobile | Digital Media M&A Exits(1)(#)....

2012Q1 Q2

$7

$14

41

57

$103 $127

56% 46%

!"#$%%&$

12 16

The following acquirers are generally active or influential buyers within the Internet | mobile | digital media sectors. Below, we highlight announced acquisitions in the second quarter of 2012.

4

ACQUIRER # TARGET

6

4

4

3

2

2

2

2

2

2

2

2

NOTABLE ACQUIRERS

AUSTRALIAN INDEPENDENT BUSINESS MEDIA

5

ACQUIRER # TARGET

2

2

2

2

1

1

1

1

1

1

1

1

1

1

NOTABLE ACQUIRERS (continued)

#ANNOUNCED

DATE BUYER TARGETTRANSACTION VALUE ($MM) TARGET DESCRIPTION

AP INSIGHTSM

M&A ALERTVC-

BACKED

NON SERVICE PROVIDER TRANSACTIONS

1 04/09/2012 Facebook Instagram $1,000 Enables users to share photos with friends and family on Facebook, Twitter and Tumblr.

!

2 04/09/2012 Cerberus Capital 53% stake in AT&T Advertising Solutions and AT&T Interactive

$950 AT&T Advertising publishes printed yellow pages directories and AT&T Interactive offers on-line, mobile and IPTV accessed local search, both seeking to connect local merchants with local customers

3 05/02/2012 Microchip Technology Standard Microsystems $877 Develops silicon-based integrated circuits that utilize analog and mixed-signal technologies.

4 04/17/2012 Toshiba IBM's Point-of-Sale Terminal Business

$842 IBM's Point-of-Sale Terminal Business comprises cash registers and related devices that collect store data including names of items sold along with the time and quantity purchased.

5 06/04/2012 salesforce.com Buddy Media $745 Offers a social media marketing platform which enables brands and marketing agencies to connect and engage with their customers and measure their social marketing campaigns on Facebook, Google, LinkedIn, Twitter and YouTube

!

6 06/01/2012 Verizon Enterprise Solutions

HUGHES Telematics $695 Provides a suite of real-time voice and data communications services and applications for use in vehicles.

7 04/09/2012 Zhejiang Daily Media Group

Hangzhou Bianfeng Networking

$498 Operates an online portal (www.gameabc.com) for casual games including card games, board games, mahjong and simple arcade games.

8 06/07/2012 Citrix Bytemobile $435 Provides wireless operators with hardware and software to improve the efficiency and quality of web and video traffic over their mobile networks.

!

9 04/27/2012 Intuit Demandforce $424 Develops a SaaS-based application that allows local small businesses to automate and manage their marketing and customer communications.

!

10 05/14/2012 DOCOMO Buongiorno $389 Develops and deliver mobile content (apps and services including games and music) for multiple mobile devices, operating systems, development languages, and platforms.

Below highlights M&A transactions that have announced values of between $25mm and $1b announced in Q2 2012 within the converging Internet | mobile | digital media sectors.

6

M&A TRANSACTIONS: $25MM-$1B

Note: Transaction values within a range are presented as a mid-point value.Source: Architect Partners, Capital IQ, company filings and public information

7

M&A TRANSACTIONS: $25MM-$1B (continued)

#ANNOUNCED

DATE BUYER TARGETTRANSACTION VALUE ($MM) TARGET DESCRIPTION

AP INSIGHTSM

M&A ALERTVC-

BACKED

11 04/10/2012 Cobham plc Thrane & Thrane $371 Develops equipment and systems including maritime radio and television (TV) communication products and satellite access stations that provide the interface between the satellite systems and the terrestrial networks.

12 06/05/2012 Belden Miranda Technologies $356 Provides hardware and software solutions for television facilities. Enables conversion of transmission signals and content playout automation.

13 05/01/2012 Open Text EasyLink Services $319 Provides cloud-based messaging services which enables enterprises to communicate with their customers, trading partners and other third parties. EasyLink manages the movement of data, information and documents.

14 05/23/2012 Oracle Vitrue $300 Provides cloud-based social marketing and commerce management software that enables businesses to effectively manage their presence on social networks.

!

15 05/01/2012 GREE Funzio $210 Develops mobile social role-playing cross-platform games for Android and iOS. !

16 06/15/2012 Motorola Psion PLC $198 Provides enterprise mobile computing solutions, integration services, and product support and maintenance services.

17 05/01/2012 FleetCor Technologies CTF Technologies $192 Develops fleet control technology equipment which includes vehicle-sensing units that enable authorized and controlled vehicle refueling, vehicle performance reporting, maintenance scheduling and electronic messaging.

18 05/10/2012 Ybrant Digital PriceGrabber.com, Classes USA and LowerMyBills

$175 PricaGrabber.com offers online shopping comparison services. ClassesUSA offers online degrees available from accredited online schools. LowerMyBills provides online service to compare plans and rates including mortgage, loan, insurance and phone and Internet.

19 06/28/2012 Skrill Holdings paysafecard.com $174 paysafecard.com provides prepaid payment solutions that enables customers to pay online without having to share credit card or bank account details.

20 05/24/2012 Bazaarvoice PowerReviews $152 Provides a customer review platform which enables retailers, brands and e-commerce sites to collect, organize and analyze customer ratings, comments and other user-generated content.

!

Note: Transaction values within a range are presented as a mid-point value.Source: Architect Partners, Capital IQ, company filings and public information

8

M&A TRANSACTIONS: $25MM-$1B (continued)

#ANNOUNCED

DATE BUYER TARGETTRANSACTION VALUE ($MM) TARGET DESCRIPTION

AP INSIGHTSM

M&A ALERTVC-

BACKED

21 04/17/2012 DTS SRS Labs $148 Develops audio and voice technology solutions including audio rendering, voice, and surround sound technologies.

22 05/07/2012 Ixia Anue Systems $145 Provides testing solutions that enable telecommunication and cable service providers and corporations with large data centers and enterprise networks to monitor and test networks.

23 06/01/2012 Moneysupermarket.com MoneySavingExpert.com $135 Operates as a journalistic money Website that provides MoneySaving guides, tips, tools, and techniques.

24 05/23/2012 Seagate Technology LaCie $127 Develops storage peripherals and monitors (including hard drives, network storage, BluRay and VD±RW drives) for professionals and businesses.

25 05/03/2012 LinkedIn SlideShare $119 Enables individuals and enterprises to share presentations, documents, podcasts, Webinars, PDFs, professional videos and Webmeetings. Users can interact with each other on blogs, Twitter, Facebook or LinkedIn.

!

26 05/07/2012 Lagardere Active LeGuide.com $118 Offer online shopping guides, comparison Websites, shopping search engines and platforms for consumer ratings across multiple brands including leguide.com, dooyoo.com, mercamania.com and antag.com.

!

27 05/10/2012 Sun Capital Partners Polycom's Enterprise Wireless Voice Solutions Business

$110 Polycom's enterprise wireless voice solution business unit includes Wi-Fi and DECT handsets, related infrastructure and accessories.

28 04/25/2012 Ancestry.com Archives.com $100 Provides online ancestral historical records.

29 04/10/2012 Intuit AisleBuyer $90 Develops a mobile commerce platform and shopping applications that allow retailers to offer consumers a better in-store experience while collecting valuable data on buying habits.

!

30 06/13/2012 Constant Contact SinglePlatform $85 SinglePlatform helps local businesses manage and maintain listing data about their businesses on multiple on-line sites including search engines, local review sites and travel guides such as the Yellow Pages, the New York Times, FourSquare and UrbanSpoon.

!

Note: Transaction values within a range are presented as a mid-point value.Source: Architect Partners, Capital IQ, company filings and public information

9

M&A TRANSACTIONS: $25MM-$1B (continued)

Note: Transaction values within a range are presented as a mid-point value.Source: Architect Partners, Capital IQ, company filings and public information

#ANNOUNCED

DATE BUYER TARGETTRANSACTION VALUE ($MM) TARGET DESCRIPTION

AP INSIGHTSM

M&A ALERTVC-

BACKED

31 05/21/2012 LDC; Bridgepoint Development Capital

BigHand $77 Develops digital dictation software which allows users to dictate directly to network using a handheld recorder, headset, remote device, PDA, mobile phone or via the Web.

32 06/18/2012 Sonus Networks Network Equipment Technologies

$76 Develops networking equipment optimized for real-time unified communications.

33 06/10/2012 Mercury Computer Systems

Micronetics $72 Develops radio frequency (RF) and microwave components and sub-assemblies for defense and commercial customers.

34 05/21/2012 Nippon Mirai Capital ALC Press $68 Provides online distance learning solutions.

35 06/21/2012 APN News & Media brandsExclusive $67 Offers an online shopping club for fashion, footwear and accessories.

36 05/22/2012 R.R. Donnelley & Sons EDGAR Online $65 Creates and distributes financial data and public filings online. !

37 06/18/2012 Sierra Wireless Sagemcom SAS, M2M Business

$56 Sagemcom SAS, M2M Business offers GPRS, EDGE and 3G modules for automotive, smart metering, payment terminals, and alarm and security applications.

38 04/09/2012 Zhejiang Daily Media Group

Shanghai Haofang Online Information Technology

$56 Operates a network personal computer game platform (www.cga.com.cn) which allows users to find and connect with other players.

39 04/16/2012 Marlin Equity Partners Openwave's Mediation and Messaging Product Businesses

$55 Provides network control and content management capabilities to network administrators and services providers.

40 04/13/2012 Daisy Group plc Worldwide Group $44 Provides audio-conferencing solutions with a focus on voice services and data connectivity to business customers.

10

M&A TRANSACTIONS: $25MM-$1B (continued)

#ANNOUNCED

DATE BUYER TARGETTRANSACTION VALUE ($MM) TARGET DESCRIPTION

AP INSIGHTSM

M&A ALERTVC-

BACKED

41 05/02/2012 Zillow RentJuice $40 Provides online rental marketing tools for rental brokerages and independent apartment finder. The company’s technology allows real estate agents, property managers and brokers to manage and market their inventory and communicate with their clients.

!

42 04/20/2012 Spirent Communications MU Dynamics $40 Provides testing solutions for cloud applications and network infrastructure. !

43 04/16/2012 A&N Media Jobrapido $39 Operates job search engines.

44 05/23/2012 ValueFirst Messaging Way2Online Interactive $36 Provides telecom infrastructure solutions in mobile messaging and voice telephony.

45 04/10/2012 Gaintech Coresonic $35 Develops digital signal processor (DSP) technology for use in baseband applications.

!

46 04/24/2012 Ted Hastings and other investors

Tsavo Media $33 Online content publisher with a large array of websites designed around subjects popular with consumers.

47 05/31/2012 Enghouse Systems Zeacom $31 Provides contact center and unified messaging solutions to small and medium size organizations.

48 05/16/2012 Yell Group Moonfruit $29 Provides easy to use software that allows small businesses to build a website, create a Facebook store and establish a mobile presence.

!

49 05/21/2012 Avail-TVN On Demand Group $27 Provides Video-On-Demand management services including content acquisition and aggregation, marketing and programming, content processing, software services and on screen promotion.

50 06/08/2012 Nationz Technologies Shenzhen Angelshine $26 Provides mobile payment technology solutions.

Note: Transaction values within a range are presented as a mid-point value.Source: Architect Partners, Capital IQ, company filings and public information

11

M&A TRANSACTIONS: $25MM-$1B (continued)

#ANNOUNCED

DATE BUYER TARGETTRANSACTION VALUE ($MM) TARGET DESCRIPTION

AP INSIGHTSM

M&A ALERTVC-

BACKED

SERVICE PROVIDER TRANSACTIONS

1 05/21/2012 Kabel Deutschland Tele Columbus $789 Provides cable TV and radio services in Germany.

2 06/26/2012 Liberty Cablevision of Puerto Rico; Searchlight Capital Partners

San Juan Cable $585 Provides Internet and cable television services. Puerto Rico-based.

3 05/07/2012 LIN Television New Vision Television $342 A television broadcast company. U.S.-based.

4 06/04/2012 Ringier Axel Springer Grupa Onet $272 Internet service provider. Poland-based.

5 04/16/2012 M2 Telecommunications Group

Primus Telecom $210 Provides telecommunication services. Australia-based.

6 04/24/2012 Eros International B4U Television Network $72 Operates a cable television network. India-based.

7 05/13/2012 Skycable Destiny Cable $56 Provides cable TV services in the Philippines.

Note: Transaction values within a range are presented as a mid-point value.Source: Architect Partners, Capital IQ, company filings and public information

12

A number of important transactions were announced in the second quarter of 2012 with consideration in excess of $1b or with unannounced transaction values.

M&A TRANSACTIONS: OTHER NOTABLE

#ANNOUNCED

DATE BUYER TARGETTRANSACTION VALUE ($MM) TARGET DESCRIPTION

AP INSIGHTSM

M&A ALERTVC-

BACKED

1 06/25/2012 Microsoft Yammer $1,200 Provides enterprise social networking including microblogging, profile and group creation, document sharing, messaging, and content tagging services.

!

2 06/14/2012 Nokia Scalado - Provides imaging technologies, applications and engineering services for camera phones.

!

3 06/05/2012 Google Quickoffice - Provides mobile office software solutions for mobile phones/smartphones and tablets.

!

4 06/04/2012 Google Meebo - Offers a Web-based instant messaging. Offers an embeddable IM Window that allows users to chat with site visitors from its Website.

!

5 06/01/2012 Google KikScore - Evaluates the websites and reputations of businesses based on various information that shoppers use when deciding the trustworthiness of online sources.

6 05/03/2012 Cisco Truviso - Offers real-time data analysis and reporting software for network-driven businesses.

!

7 05/02/2012 IBM TeaLeaf Technology - Provides online customer experience management solutions. Enables businesses to detect, quantify, and resolve issues and sources of customer struggles; and understand visitor interactions, discover ongoing behavior patterns.

!

8 05/01/2012 Allot Ortiva Wireless - Provides video optimization solutions for mobile network operators (MNOs) and managed service providers (MSPs).

!

9 04/16/2012 Twitter Hotspots.io - Offers social media analytics services.

10 04/12/2012 Facebook Tagtile - Develops mobile loyalty app.

Note: Transaction values within a range are presented as a mid-point value.Source: Architect Partners, Capital IQ, company filings and public information

13

M&A TRANSACTIONS: OTHER NOTABLE (continued)

#ANNOUNCED

DATE BUYER TARGETTRANSACTION VALUE ($MM) TARGET DESCRIPTION

AP INSIGHTSM

M&A ALERTVC-

BACKED

11 04/11/2012 Citrix Podio - Offers a social work platform that enables users to build applications as tools with user’s own structure, logic, and flow; and create work spaces and invite others to work with their spaces.

!

12 04/10/2012 SAP Syclo - Develops mobile enterprise platforms for developing, deploying, and managing mobile applications.

13 04/02/2012 Google TxVia - Offers customizable electronic payment processing solution. !

Note: Transaction values within a range are presented as a mid-point value.Source: Architect Partners, Capital IQ, company filings and public information