Technology Company M&A Transactions

Ropes & Gray represents clients in many technology industry areas including: Software and Software as a Service (SaaS) • Pactera Technology International. Representing The Blackstone Group in its proposed $680 million go private transaction for Pactera Technology International, a consulting and technology services provider. • BankLink Limited. Represented MYOB Finance in its $111 million acquisition of BankLink Limited, a provider of banking software to small businesses. • Advent Software. Represented TPG Capital in its $190 million acquisition of stock of Advent Software, a provider of software products and services for automating and integrating data and work flows across the investment management organization. • Eze Castle Software & RealTick. Represented TPG Capital in its acquisition of Eze Castle Software, Inc. and RealTick LLC, providers of technology solutions to investment management firms. • Ninetowns Internet Technology Group Company. Representing Shuang Wang in the proposed $56 million take private acquisition of Ninetowns Internet Technology Group Company Limited, a provider of enterprise software and provision of related after-sales maintenance services. • SurveyMonkey.com. Represented TPG Capital in its $800 million recapitalization of SurveyMonkey.com, a provider of Web- based survey solutions. • Stamped. Represented Bain Capital Ventures in its sale of Stamped Inc., an operator of a platform that enables users to record and share their likes about restaurants, books, movies and music with their friends. • ThirdForce. Represented SkillSoft Ireland Limited in its acquisition of ThirdForce Limited, a developer of e-learning and assessment products and services. • Skire. Represented Skire, Inc., an applications provider that helps companies plan and execute projects, in its sale to Oracle Corporation. • iMDsoft. Represented TPG Growth in its acquisition of iMDsoft, Inc., a provider of clinical information systems for perioperative, critical, and acute care, as well as for hospitals, healthcare systems, and medical centers worldwide. • EDGAR Online. Represented Bain Capital Ventures in the sale of EDGAR Online, Inc., a distributor of financial data and public filings for equities, mutual funds, and other publicly traded assets worldwide, to RR Donnelly & Sons Company.

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• Memento. Represented Bain Capital Ventures in its sale of Memento, Inc., a provider of enterprise fraud management solutions for financial institutions. • Help/Systems. Represented Audax Group in its sale of Help/Systems, a developer of software solutions for the IBM System. • Innovative Aftermarket Systems. Represented Genstar Capital in its acquisition of Innovative Aftermarket Systems, a provider of finance and insurance software solutions for the automotive industry. • Insurity. Represented Genstar Capital in its acquisition of Insurity, Inc., a provider of software solutions and services to the property and casualty insurance industry. • MYOB Limited. Represented Bain Capital in its acquisition of MYOB Limited, Australia’s leader in financial software solutions. • Ness Technologies. Represented The Special Committee of Ness Technologies, a software product engineering and system integration company, in its $337 million sale to Citi Venture Capital. • SAVVIS. Represented Welsh, Carson, Anderson & Stowe in its $3 billion sale of SAVVIS, Inc., a provider of cloud software and information technology (IT) services, to Centurylink, Inc. • Global Knowledge. Represented Welsh, Carson, Anderson & Stowe in its sale of Global Knowledge, a provider of in person and online technology training courses. • dynaTrace Software. Represented Bain Capital Ventures in its $256 million sale of dynaTrace Software, an application performance management solutions software company. • MDA. Represented TPG Capital in its $850 million acquisition of MacDonald, Dettwiler and Associates (MDA)’s Information Products business, a provider of property data and information solutions services to the real estate industry. • TechTeam Global. Represented TechTeam Global, Inc, in its $113 million sale to Stefanini IT Solutions, a provider of IT services, including software development. • Affiliated Computer Services. Represented the Special Committee of Affiliated Computer Services (ACS), the world’s largest diversified business process outsourcing (BPO) firm, in its sale to Xerox Corporation. • SkillSoft. Represented Berkshire Partners, Advent International Corporation and Bain Capital in their $1.1 billion acquisition of SkillSoft PLC, a leading Software as a Service (SaaS) provider of on-demand e-learning and performance support solutions.

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Technology Company M&A Transactions

• SunGard Data Systems. Represented the consortium of seven buyers in the $11.3 billion acquisition of SunGard Data Systems, the largest leveraged buyout of a technology company in history. • TransFirst. Represented Welsh, Carson, Anderson & Stowe in its $683 million acquisition of Transfirst, a premier providers of transaction processing services and payment technologies. • KNOVA Software. Represented KNOVA Software, Inc., a leading provider of intelligent customer experience applications, in its sale to Battery Ventures and Thoma Cressey Equity Partners. • ITM Software. Represented ITM Software, an IT business management solution company, in its multi-million dollar sale to BMC Software. • CTSpace. Represented CTSpace, provider of web-based collaboration, business process management, and document management solutions, in its multi-million dollar sale to SWORD Group. • Tibco Software. Represented Tibco Software in its $195 million acquisition of Spotfire, a business intelligence company. • BBN Technologies. Represented General Catalyst and Accel Partners in their $117 million acquisition of BBN Technologies, a leading technology solution company. • Brooks Automation – Software Division. Represented Brooks Automation in the sale of its software division for $125 million to Applied Materials. • Technology Partners International. Represented Monitor Clipper Partners in its $275 million sale of Technology Partners International, a leading global advisory firm, to Information Services Group. • Global Knowledge. Represented Welsh, Carson, Anderson & Stowe in its sale of Global Knowledge Software LLC, provider of self-service training automation software, to Oracle Corp. • Omnium Worldwide. Represented West Receivable Services in its $150 million acquisition of Omnium Worldwide, an accounts receivable management and cost containment company. Hardware • Printronix. Represented Corona Investment Partners, Evercel Inc. and Origner Capital in the acquisition of Printronix Inc., a provider of business-critical printing solutions.

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Technology Company M&A Transactions

• Presstek. Represented MAI Holdings, Inc. in its acquisition of Presstek Inc., a developer of digital offset presses and printing plates. • Kiva Systems. Represented Bain Capital Ventures in its $775 million sale of Kiva Systems, a provider of automated material handling order fulfillment systems. • SquareTrade. Represented Bain Capital Ventures in its $238 million sale of SquareTrade, a provider of warranty coverage for consumer electronics. • Electronic Systems Protection. Represented Gridiron Capital in its $82 million acquisition of Electronic Systems Protection Inc., a global leader in power protection technology. • D&M Holdings. Represented Bain Capital in connection with its approximately 48 billion Yen (approximately $450 million) tender offer for D&M Holdings, audio, video, and media equipment provider. Semiconductor • AGY Shanghai Technology. Represented Kohlberg & Co. in its sale of AGY Shanghai Technology Co., a producer of glass fiber yarns. • Crystal Systems. Represented GT Advanced Technologies in its $78 million acquisition of Crystal Systems, Inc., a manufacturer of crystals for industrial, semiconductor and defense applications. • Mykrolis Corporation. Represented Mykrolis Corporation a developer of integrated systems to the semiconductor industry, in its $780 million public merger with Entegris, Inc., the global leader in materials integrity management. • Mimix Broadband. Represented Mimix Broadband, Inc., a leading designer of gallium arsenide semiconductors, in its sale to GaAs Labs. • Brooks Automation. Represented Brooks Automation, provider of solutions in the semiconductor manufacturing industry, in its $454 million acquisition of Helix Technology Corporation. Telecom/Wireless • SatMex. Represented Centerbridge Partners in its proposed $1.4 billion sale of SatMex, a Mexican satellite manufacturer. • Actix. Represented selling stockholder, Summit Partners, in the $120 million sale of Actix, a mobile network analytics company, to Amdocs.

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Technology Company M&A Transactions

• AsiaInfo-Linkage. Representing AlpInvest in the proposed $818 million go private transaction for AsiaInfo-Linkage, a provider of telecommunications software solutions, and information technology products and services to telecommunications carriers and operators, and cable television operators. • Lightower Fiber Networks and Sidera Networks. Represented Berkshire Partners in its $2 billion acquisition of Lightower Fiber Networks, a provider of fiber network and broadband services, and Sidera Networks, Inc., a provider of facilities-based solutions and network services. • SunTelephone Co. Represented Bain Capital in its sale of SunTelephone Co., Ltd., a company that engages in the export/import and wholesale of telecommunications equipment. • Animal Planet. Represented Jupiter Telecommunications in its sale of Animal Planet, LLC, an operator of a television network offering content based on animals. • Jupiter Shop Channel. Represented Bain Capital in its acquisition of Jupiter Shop Channel Co. Ltd., an operator of a television shopping channel in Japan. • Adaptix. Represented Baker Capital in its $160 million acquisition of Adaptix Inc., a developer of fourth-generation (4G) broadband wireless telecommunication technologies primarily in the United States. • China GrenTech Corp. Represented China GrenTech Corp., a manufacturer and seller of wireless coverage products, in its acquisition from Heng Xing Yue Investments Limited. • Kabel BW. Represented UPC Holdings in its high yield offering for Kabel BW, a provider of cable services in Germany. • Globalstar. Represented Stark Investments in its private placement of convertible notes in Globalstar Inc., a provider of mobile voice and data communications services through satellite worldwide. • AboveNet. Represented TA Associates in its investment in AboveNet, Inc., a provider of high-bandwidth connecting solutions. • TVC Communications. Represented selling sponsor group in the sale of TVC Communications, a distributor of communications equipment. • Airvana. Represented the Special Committee of Airvana, Inc., a leading provider of mobile broadband network infrastructure products, in its $540 million sale to a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia.

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Technology Company M&A Transactions

• Bellsystems24. Represented Bain Capital in its $1.1 billion acquisition of Bellsystem24, the leading call center operator in Japan. • Clear Channel. Represented Thomas H. Lee Partners and Bain Capital as lead investors in their $26.7 billion acquisition of Clear Channel Communications. • Nortel Enterprise Solutions. Represented Avaya in its $915 million acquisition of Nortel's enterprise solutions business. • Avaya. Represented Silver Lake Partners and Texas Pacific Group in its $8 billion acquisition of Avaya, at the time, the largest leveraged buyout of a computer-networking company. • West Corporation. Represented Thomas H. Lee Partners and Quadrangle Partners in their $4 billion acquisition of The West Corporation., a leading CRM solution provider. • 3Com. Represented Bain Capital in its $2.2 billion attempted acquisition of telecommunications-equipment company 3Com Corp. to Bain Capital and Huawei Technologies. • McLeodUSA. Represented McLeodUSA, provider of managed internet protocol (IP)-based communications services and traditional circuit-switched telephony services, in its $557 million sale to Paetec Holding. • LGC Wireless. Represented LGC Wireless, Inc., developer of wireless voice/data coverage and capacity solutions, and compact GSM and CDMA networks, in its $155 million sale to ADC Telecommunications Inc. Internet/Digital Media Provider • Virgin Media. Representing Liberty Global in the financing of the proposed $24 billion acquisition of Virgin Media, Inc., a provider of entertainment and communications services in the United Kingdom. • Focus Media Holding. Represented China Everbright in its $3.7 billion go private transaction for Focus Media Holdings Ltd., a multi-platform digital media company. • CSS Studios. Represented Empire Investment Holdings in its acquisition of CSS Studios, a provider of creative post production sound services to motion picture studios, independent producers, broadcast networks, cable channels, advertising agencies, and interactive producers. • MarketTools. Represented TPG Growth in its sale of MarketTools, Inc., a provider of online market research solutions.

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Technology Company M&A Transactions

• TouchTunes Corporation. Represented 3i Group in their $40 million investment in TouchTunes Corporation, a digital jukebox manufacturer and distributor. • Zynga. Represented Zynga, an online social gaming and media company, in its recent acquisitions of Buzz Monkey Software LLC, Wild Needle Inc., Astro Ape Studios, Conduit Labs, Newtoy Inc., DNA Games Inc., Five Mobile, Inc., Area/Code Entertainment LLC, Floodgate Entertainment LLC, and Marketzero. • Maven Networks. Represented Maven Networks, an on-line video platform provider used by organizations like Fox News, CBS Sports and Univision, in its sale to Yahoo. • Sapient Corp. Represented Sapient Corp. a digital marketing and consulting firm, in its $50 million acquisition of advertising firm, Nitro Group LLC. • InfoTrends. Represented Audax Group in its acquisition of InfoTrends, a leading worldwide market research and strategic consulting firm for the digital imaging and document solutions industry. • E-Dialog. Represented E-Dialog, a leading e-commerce and multichannel solutions provider, in its $157 million sale to GSI Commerce Inc. • MyBlogLog. Represented MyBlogLog, a provider of social networking software for bloggers, to Yahoo.

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