The Pulse on AutoTechKPMG Corporate Finance LLC

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AutoTech Mergers & Acquisitions:

Spring 2020 – Impact of COVID-19

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$17.4$18.7

$4.4$2.4 $1.2

68 70 6556 49

2016 2017 2018 2019 TTM(Q1'20)

Deal Value ($bn) Deal Volume

Automotive Technology M&A Overview

The AutoTech sector saw 13deal announcements in Q1’20, as compared to 14 deals in Q4’19

Total global dealvolume in Q1’20

13

$0.1bnAggregate deal value in Q1’20

The aggregate deal value in Q1’20 was $0.1bn. However, there were several small-size deals with undisclosed values

Entering the year carrying several challenges triggered in 2019, the global automotive industry did not have theproper footing to deal with COVID-19. Prior to the virus outbreak, the primary players across the supply chain,from OEMs down to tier 2 and 3 suppliers, had delivered guidance for lower sales and earnings in 2020.Addressing the mounting operational challenges has become front and center, placing several M&A strategieson the backburner. While the virus is highlighting the need for technology and innovation, including self-drivingcars and touchless delivery, the broader disruption is pushing out the timeline for achieving Level 4 Autonomy,which is cooling down the momentum for several automotive technologies. Despite the current pressures,transactions are getting completed and we expect an acceleration in M&A activity as the supply chains recoverand the timeline for achieving increased autonomy is shortened.

Notes:(1) M&A analysis is based on the deals announced during the respective periods. Deal value represents aggregate value for disclosed transactions. IHS Markit 25

March 2020

Last Four Quarters – AutoTech M&A Activity Last Four Years – AutoTech M&A Activity

$0.2

$0.9

NA $0.1

1111 14 13

Q2'19 Q3'19 Q4'19 Q1'20

Deal Value ($bn) Deal Volume

Note: AutoTech is defined to include automotive related software, automotive and fleet telematics, as well as connected and autonomous automotive technology

Xirgo Technologies announced the acquisition of Owl Cameras, a provider of an AI-based smart dual dash camera with 4G LTE connectivity

Announced Date: Mar. 12, 2020 Deal Value: N/A EV/Revenue: N/A EV/EBITDA: N/A

Xirgo Technologies announced the acquisition of Owl Cameras, which provides AI-based smart dual dash cameras via 4G LTE connectivity that enables voice commands for hands-free operation, instant video alerts, and remote access to live and recorded footage.

Aptean Inc. announced the acquisition of Paragon Software Systems, a provider of fleet management software and mobile applications

Announced Date: Mar. 05, 2020 Deal Value: $20mm EV/Revenue: 5.0x EV/EBITDA: 8.7x

Aptean Inc., a portfolio company of TA Associates, announced the acquisition of Paragon Software Systems, which provides fleet management software and mobile applications for enterprise including supply chain management, logistics, vehicle scheduling and GPS-based driver routing.

Fog Software Group announced the acquisition of ProShip Inc., a provider of multi-carrier shipping, logistics, and warehouse management software and SaaS

Announced Date: Mar. 02, 2020 Deal Value: $15mm EV/Revenue: N/A EV/EBITDA: N/A

Fog Software Group announced the acquisition of ProShip Inc., which provides multi-carrier shipping, logistics, and

warehouse management software and SaaS for businesses globally. The acquisition expands Fog Group’s supply chain software portfolio.

©2020 KPMG Corporate Finance LLC, a Delaware limited liability company. Member FINRA and SIPC. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved.

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COVID-19 has added to the existing challenges that the global automotive industry is facing. Prior to thevirus outbreak, global auto sales in 2020 were forecasted to approximate 78.8 million units, representing a12% decline from 2019. While the overall industry is dealing with several challenges, COVID-19 ishighlighting the importance of technology and innovation in the automotive industry. For example, moreautonomous vehicles would increase the safe transportation of medical personnel, equipment, and supplies.Below, we have summarized some AutoTech use cases that are playing an important role in combattingCOVID-19.

Select AutoTech use cases:

Self-driving cars: COVID-19 has accelerated the need and opportunity for automation in every industry,including automotive. While consumers have historically been hesitant to embrace self-driving cars, webelieve this sentiment will change as the public witnesses more self-driving cars on the road.

Autonomous shuttles: The Mayo Clinic is using Beep autonomous shuttles to move COVID-19 tests froma Jacksonville, Florida testing site to a nearby Mayo Clinic processing location. This move frees up timefor Mayo Clinic staff to focus on patients rather than transportation, and reduces human interaction whiletransporting tests.

Contactless car deliveries: Tesla is planning to implement ‘touchless deliveries’ by making use of its appand cars’ smartphone connectivity in an effort to decrease the spread the virus. With the help of touchlessdeliveries, Tesla customers can unlock their new cars through the Tesla app at a delivery site andexchange an necessary paperwork. Not only is this solution relevant during challenging times, but it canalso be used for future remote consumer purchase processes.

Special mobility services for medical staff: Several mobility services companies have responded to theCOVID-19 outbreak. For example, DiDi Chuxing Technology Co., a Beijing-based transportationtechnology company, has arranged for more than 1,000 drivers to provide free emergency services to themedical workforce in Chinese cities, including Wuhan, Shanghai and Beijing. Such platforms could beexpanded to address other essential workers and high-risk individuals.

Manufacturers switching to produce medical devices: Several automotive giants, including GeneralMotors, Tesla, and Ford, have modified their factories in order to produce ventilators in light of supplyshortages. This highlights the importance of investing in smart manufacturing solutions capable ofadapting to short-term needs. As a result, we expect automotive companies to continue investing insmart industrial IoT manufacturing capabilities.

Sources: 451Research, Capital IQ, Mergermarket, KPMG research, “It Took A Coronavirus Outbreak For Self-Driving Cars To Become More Appealing, April 2020, Mashable India”, “Supervised self-driving shuttles are moving COVID-19 tests in Florida, April 2020, The Verge”, “Tesla suspending production at Bay Area factory amid coronavirus outbreak, CNBC, March 2020”, “HOW COVID-19 PUSHES MOBILITY INNOVATIONS, March 2020, Intertraffic”

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34

5

89

11

1416

1819 20

1 2 2 3 4 4 56

9

12 1213

Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13

Q1 2019 Q1 2020

Accumulated Weekly AutoTech M&A Deal Volume

Automotive Technology M&A Overview

©2020 KPMG Corporate Finance LLC, a Delaware limited liability company. Member FINRA and SIPC. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved.

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KPMG LLP Automotive Technology Thought LeadershipOptimizing transit in response to rapid disruptions in technology and consumer behaviorOverall transit ridership in the United States has declinedby nearly 5% over the last decade, driven by a cumulative15% decline in bus ridership over the same period. To achieve long-term success in managing congestion, providing equitable transportation options and achieving sustainability goals, we believe leaders in both the public and private sectors can embrace emerging technology and technology driven partnerships.We are happy to send you these reports – simply drop us a note

©2020 KPMG Corporate Finance LLC, a Delaware limited liability company. Member FINRA and SIPC. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved.

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has been acquired by

Connected Car / IoT

Divested its Smart Traffic and Tolling

Technologies business

to:

Intelligent Transportation

Connected Car

Strategic Advisory related to Connected

Vehicle

Connected Car / IoT

has been acquired by

$145 MM

Financial advisory on Lytx for an undisclosed

bidder

Fleet Management

Fleet Management

Sell Side

Buyside financial advisory on an

undisclosed telematics

company

Telematics

Automotive Technology CredentialsGlobal Coverage. Industry Knowledge. Middle-Market Focus.

The global Corporate Finance practices of KPMG

International's network of independent member firms

was ranked #1 as the top M&A middle-market

adviser globally by Thomson Reuters SDC, and

Mergermarket based on number of completed

transactions for the last five years since 2019.

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KPMG Corporate Finance LLC was recently named

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Bank of the Year by The M&A Advisor. KPMG

Corporate Finance LLC provides a broad range of

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have the experience and depth of knowledge to

advise clients on global mergers and acquisitions,

sales and divestitures, buyouts, financings, debt

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Trust KPMG Corporate Finance LLC with your

next transaction

www.kpmgcorporatefinance.comtransaction

Buyside financial advisory in its

acquisition of

IoT / Telematics

Contact InformationJoseph RadeckiManaging DirectorKPMG Corporate Finance LLC, AutoTech Investment BankingE-mail: jradecki@kpmg.comPhone: +1 303 295 8890

Bill DiehlManaging DirectorKPMG LLP, RestructuringE-mail: wdiehl@kpmg,com

Phone: +1 313 230 3144

Timm KuechleDirectorKPMG Corporate Finance LLC, AutoTech Investment BankingE-mail: tkuechle@kpmg.comPhone: +1 312-665-2344

Ford PhillipsManaging DirectorKPMG Corporate Finance LLC, AutoTech Investment BankingE-mail: frphillips@kpmg.com Phone: +1 312 665 1537

has been acquired by

Sensor Technologies

Joe Boleski

DirectorKPMG Corporate Finance LLC, AutoTech Investment BankingE-mail: josephboleski@kpmg.comPhone: +1 312 665 4043

Project

Clover

Patrick ReedyAssociateKPMG Corporate Finance LLC, AutoTech Investment Banking

E-mail: preedy@kpmg.com Phone: +1 312 665 1240

3M

Neology

Clifford

Thames

OEConnection

Ericsson Control-TecLytx -

DriveCam

Delphi

Tayca

Corporation

TRS

Technologies

Nexala

TrimbleWabco

©2020 KPMG Corporate Finance LLC, a Delaware limited liability company. Member FINRA and SIPC. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved.

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AutoTechCompany Share

price(1)

($)% of 52 Week High

MarketCap

(1)

($mm)

Enterprise Value

(2)

($mm)

LTM Revenue($mm)

LTM EBITDA

(3)

($mm)

EV/ LTM Revenue

EV/ LTM EBITDA

FleetCor Technologies $186.54 56.6% 15,935.9 19,799.8 2,648.8 1,521.7 7.5x 13.0x

Trimble 31.83 68.2% 7,962.8 9,761.2 3,264.3 631.5 3.0x 15.5x

Cartrack Holdings 1.13 68.0% 336.7 346.9 121.1 53.4 2.9x 6.5x

ORBCOMM 2.44 28.9% 191.2 405.4 272.0 51.9 1.5x 7.8x

MiX Telematics 0.34 57.9% 188.4 181.5 150.4 40.6 1.2x 4.5x

CalAmp 4.50 30.6% 153.7 291.5 363.3 32.3 0.8x 9.0x

Quartix Holdings 2.85 50.9% 136.7 128.8 33.9 8.8 3.8x 14.7x

PowerFleet 3.46 40.7% 100.7 173.9 81.9 0.0 2.1x NM

Mean 50.2% 2.8x 10.1x

Median 53.7% 2.5x 9.0x

Publicly Traded Companies

Source: Capital IQ

Notes:(1) Market Data including Market Capitalization amounts are based on closing share prices as of March 31, 2020.(2) Enterprise Value (EV) equals Market Capitalization plus Debt, Preferred Equity, and Minority Interest, minus Cash and Cash Equivalents.(3) EBITDA equals Earnings before Interest, Taxes, Depreciation, and Amortization.

14.6x13.7x

15.2x 14.9x14.1x 14.4x 13.7x 13.9x 13.8x

14.8x13.8x

9.9x

0.0x

10.0x

20.0x

Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20

Auto Tech Comps (Monthly EV/ EBITDA)

EV/EBITDA

0

200

400

600

800

1,000

0

25

50

75

100

125

150

Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20

Auto Tech Peers S&P 500 COVID-19 Cases (in '000)

Stock Price and Covid-19 Cases

(Re

ba

sed

to

10

0)

(9.9%)

(27.2%)

S&P 500

AutoTech

©2020 KPMG Corporate Finance LLC, a Delaware limited liability company. Member FINRA and SIPC. KPMG Corporate Finance LLC is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved.

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Selected Q1 2020 M&A TransactionsAnnounced Target Acquirer

Deal Value($mm)

EV / Revenue

3/27/2020 Keaz LimitedWunderCar Mobility Solutions

NA NA

3/12/2020 Owl Cameras Inc. Xirgo Technologies NA NA

3/10/2020 ESR Labs Accenture plc NA NA

3/9/2020 Connexient Everbridge $20.5 NA

3/5/2020 Paragon Software Systems Aptean NA NA

3/5/2020 CMORE Automotive GmbH Luxoft Holding Inc. NA NA

3/2/2020 ProShip Inc. Fog Software Group $15.0 NA

2/25/2020 Pacejet Logistics 3Gtms NA NA

2/19/2020 Biarri Rail Navis LLC NA NA

2/5/2020 OptymAmadeus IT Group SA

NA NA

1/30/2020 Eyefreight BV Elemica NA NA

1/16/2020 Cerasis Inc.GlobalTranz Enterprises

NA NA

1/3/2020 AutoEnginuity Drew Technologies $20.0 5.0x

Sources: 451Research and CapIQ

Transaction SpotlightOverview:

Luxoft, a DXC Technology Company, announced an agreement to acquire CMORE Automotive

Luxoft is a is a digital strategy and software engineering firm

Headquartered in Switzerland, Luxoft is a subsidiary of DXC Technology Company (NYSE:DXC)

Deal Outcome

Luxoft announced its acquisition agreement on March 5, 2020 to acquire CMORE Automotive which is a serviceprovider developing AI-driven mobility systems leading to autonomous drive development

CMORE will be part of DXC’s Autonomous Drive team and contribute to DXC’s development of end-to-end AI drivenautonomous drive software on a large scale

The transaction highlight’s the industries progression towards autonomous vehicles

CMORE Automotive is headquartered in Lindau, Germany

©2020 KPMG Corporate Finance, a Delaware limited liability company. Member FINRA and SIPC. KPMG CorporateFinance is a subsidiary of KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMGnetwork of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International. NDPPS 640221

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