Dear Clients and Friends

Our October Report on M&A in the FinTech, Data and Analytics Industry

DEAR CLIENTS AND FRIENDS:

It’s a Global Industry – Embrace It

The FinTech, Data and Analytics world in which we live is not defined by national borders and neither are we. It always amazes us how many people have difficulty accepting this fairly simple concept. A few recent examples include Deutsche Börse’s acquisition of Axioma (We advised Goldman Sachs on its minority investment in Axioma); the Hong Kong Exchange’s recent (now aborted) attempt to acquire the London Stock Exchange (LSE); LSE’s agreement to acquire Refinitiv and our work advising UK- based StatPro Group (LSE: SOG) on its sale to Confluence Technologies in a $230 million transaction with backing by TA Associates.

We’re not focused on advising cross-border buyers and sellers; it’s just that we don’t confine our thinking to within geographic borders. We try hard to think globally. Over the past 17+ years about half of our transactions have been across borders – involving clients and counterparties from 27 countries. I wrote a book on the right way to Win on Wall Street. There is a full chapter devoted to the need to “Seek Foreign Entanglements.”

We’re are happy to advise on US-to-US deals if that’s where the market leads us. (We’ve announced six US deals in the past 12 months.) But we’re working on another six that are international – including three that we’ve announced recently: London- based TradingScreen’s sale of a minority interest in its UK-based subsidiary BidFX to the Singapore Exchange (SGX); the sale of P2Sample to Stockholm-based CINT; and the sale of London-based Prequin Solutions to Dynamo (Boston).

Want more examples of our global industry? According to Pitchbook, so far this year, 119 FinTech companies raised $2.1 billion in growth capital out of London – behind San Francisco’s $3 billion; but surpassing New York’s 101 companies that raised $1.9 billion in the same period. Belgium-based FinTech firms raised $881 million and Stockholm firms raised $735 million year to date.

As you will see from our report found here, recent m&a transactions in the seven segments of the FinTech, Data and Analytics world that we follow and sometimes lead involved companies all over the globe. It’s a global industry and we’re pleased to be a part of it.

• Q2 Holdings (Austin, TX) agreed to buy Lender Performance • Broadridge agreed to acquire Financial Database Services Group (Charlotte, NC) for $510 million (Banking software) (Processing and Compliance Software for broker-dealers) • Verafin (Canada based) raised C$515mm in equity and debt • Bursa Malaysia Berhad acquires remaining 25% stake in funding round led by Spectrum Equity Bursa Malaysia Derivatives that it did not already own from • BharatPe (New Delhi, India) raised $50mm in an equity CME Group funding round led by Ribbit Capital & Steadview Capital • PayPal acquired a 70% stake in GoPay (China based) • Innovid agreed to acquire Herolens (Ad-Tech) • Confluence acquires StatPro (UK based) for $230mm (M&A • NASDAQ agreed to acquire Center for Board Excellence Client) (Compliance solutions)

Recently we were the recipients of three awards of which we are particularly pleased: ACQ5 – TMT Advisory Firm of the Year; ACQ5 – Gamechanger of the Year (Ken Marlin); ACQ5 – Middle-Market Investment Bank of the Year.

We will be in attendance at the AFP 2019 Treasury & Finance Annual Conference in Boston, MA October 20th - 23rd, 2019, The Futures and Options Expo in Chicago October 29th – 31st and Money 2020 in Las Vegas October 27th – 29th., if you would like to arrange a meeting at any of these upcoming events, please contact Natalie Goins ([email protected]).

See below for our latest FinTech, Data and Analytics M&A Update. Sincerely,

Ken Marlin| Managing Partner Marlin & Associates | www.marlinllc.com

Marlin & Associates is one of the most active investment banking and strategic advisory firms providing counsel to worldwide buyers and sellers of middle-market Financial Technology; Data and Analytics firms. Headquartered in New York City, with offices in Washington, D.C., Chicago, and Toronto, Marlin & Associates has won numerous awards including the “Middle-Market Investment Bank of the Year” “Boutique Investment Bank of The Year”; Capital Raising Advisory Firm of the Year”; “Middle-Market Financing Agent of the Year – Equity”; and “TMT Advisory Bank of the Year.” OCTOBER 2019

Banking Software & Processors

Public Market Data

5 Year LTM Revenue & EBITDA Multiples 5 Year M&A Banking Software Index vs. S&P 500, base = 100

6. 9x 41x 270

6. 2x 37x 240

5. 5x 33x 210

4. 8x 29x 180

4. 1x 25x 150 EV / EBITDA

EV / Revenue EV 3. 4x 21x 120

2. 7x 17x 90

2. 0x 13x 60 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19

EV / LTM Revenue EV / LTM EBITDA M&A Banking Software Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

A DP 70,411 70,716 5.1x 4.9x 21.9x 19.4x 8% 5% 23% 25% Intuit 69,144 66,840 10.7x 9.5x 37.6x 26.7x 11% 13% 29% 35% FIS 43,413 52,195 6.2x 5.0x 21.9x 11.9x (3%) 24% 28% 42% Fiserv 41,395 47,063 8.1x 4.6x 24.8x 12.0x 2% 76% 33% 38% Temenos 12,186 12,747 15.2x 12.7x 52.7x 32.1x 14% 19% 29% 40% Jack Henry & Associates 11,263 11,169 7.0x 7.0x 22.8x 21.6x 10% 1% 31% 32% Black Knight 4,164 5,476 4.9x 4.6x 15.1x 9.4x 6% 6% 33% 49% Oracle Financial Services 3,838 3,359 5.0x 4.7x 12.1x na 7% 6% 41% na ACI Worldw ide 3,721 5,055 5.0x 3.8x 30.0x 13.9x (1%) 31% 17% 27% Q2 Holdings 3,547 3,377 14.0x 10.7x na nm 24% 30% na 6% Bottomline Technologies 1,645 1,657 4.0x 3.9x 39.8x 16.9x 13% 4% 10% 23% Virtusa 1,114 1,458 1.2x 1.1x 15.8x 11.9x 24% 9% 8% 9% Aptitude Softw are Group 404 322 3.8x 4.6x 15.7x 21.8x 12% (18%) 24% 21% NCR Corporation 300 4,482 0.7x 0.7x 5.5x 4.2x (2%) 4% 13% 16% Trim Mean 16,320 17,906 6.2x 5.3x 23.4x 15.6x 9% 16% 24% 28% Median 4,001 5,266 5.1x 4.6x 21.9x 13.0x 9% 8% 28% 27%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Q2 Holdings, Inc. (Austin, TX) has agreed to buy Lender Performance Group QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new (Charlotte, NC) , which is known as PrecisionLender. The deal is valued at $510 investor Sunshine Insurance Group, and including participation from Guosen 10/1/1911/28/16 million. Lender Performance Group is backed by Insight Venture Partners and Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. Georgian Partners and provides a pricing and profitability platform for commercial QuantGroup provides online financial services in China. banks. LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Continuity Engine (New Haven, CT) acquired TraceRisk (Lebanon, Ohio) for an for $130mm. CompareCards is an online platform enabling consumer credit card undisclosed sum. TraceRisk caters to risk management problem of community banks 9/30/1911/16/16 comparisons, and providing credit education and credit health management solutions. and provides a 360-degree view to analyze risk with multiple perspectives, along with The transaction consideration consists of $85mm cash at closing and up to $45mm of 3000+ key risk indicators and 68+ risk subjects. earn-out payments paid during 2017 and 2018. Meta Financial Group (NASDAQ:CASH) acquired Specialty Consumer Services (SCS)Minsait for (Alcobendas, $54mm. SCS Spain) offers acquired a loan management Afterbanks (Madrid, platform Spain) and a forproprietary an undisclosed 9/25/1911/10/16 underwritingsum. Afterbanks’ model technology that are primarily allows data used from to deliver different consumer banks to tax be advancesretrieved andand otheraggregated consumer quickly credit and services. payments The to transactionbe initiated. consideration consists of approximately $15mm at closing, with potential for additional contingent payments.

Sources: Marlin & Associates, Capital IQ, and public sources. All market and operating data are as of 10/1/19. These companies are only a sample of firms in the sector as M&A defines it. M&A calculates Trim Mean and Median multiples for the sector over time using data from a set of companies that M&A believes to be reasonable and may not be identical to the set reflected above. Trim Mean excludes the highest and lowest 02 multiple of the data set. OCTOBER 2019

Capital Markets Software & Services

Public Market Data

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

5. 5x 28x 195 5. 0x 25x 180 4. 5x 165 4. 0x 22x 150 3. 5x 135 3. 0x 19x EV / EBITDA EV / Revenue EV 2. 5x 120 16x 2. 0x 105

1. 5x 13x 90 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19

EV / LTM Revenue EV / LTM EBITDA M&A Capital Markets Index S&P 500

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

IHS Markit 27,481 32,425 8.1x 7.3x 24.5x 18.4x 6% 5% 33% 40% Broadridge 14,658 15,855 3.7x 3.6x 19.5x 16.7x 1% 2% 19% 21% SS&C Technologies 13,728 21,595 6.3x 4.7x 19.6x 12.0x 2% 2% 32% 39% Computershare 5,926 7,363 3.2x 3.2x 11.9x 11.0x 5% 0% 27% 29% SimCorp 3,550 3,550 8.4x 7.1x 30.3x 23.3x 11% 18% 28% 31% Envestnet 3,004 3,630 4.5x 4.0x 41.7x 18.9x 19% 10% 11% 21% IRESS 1,355 1,527 4.9x 4.5x 20.6x 17.3x 8% 9% 24% 26% First Derivatives 763 780 3.0x 2.7x 25.3x 15.0x 19% 12% 12% 18% Linedata Services 220 319 1.7x 1.7x 8.0x 6.7x (3%) (1%) 21% 25% Trim Mean 6,141 7,757 4.8x 4.3x 21.7x 15.6x 7% 6% 23% 28% Median 3,550 3,630 4.5x 4.0x 20.6x 16.7x 6% 5% 24% 26%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced OpenGammaConfluence (Pittsburgh, (London, UK)PA) raisedagreed £7.6 to acquire mm in StatProgrowth funding(London, roundUK) ledfor $230mm,by Dawn Capitalvaluing LLP,the company and that atincluded an implied return 3.4x investors LTM revenue CME Ventures, and 28.1x Accel, LTM EBITDA.and angel StatPro provides a comprehensive range of portfolio management solutions including portfolio 9/20/194/3/19 investor Cristóbal Conde. OpenGamma provides an open source analytics and risk managementvaluations, fixed platform income for and the equityfinancial attribution, services riskindustry. management, It aims to GIPS reduce composites, trading derivativesgovernance, costs and byanalytics providing reporting, actionable on an advice integrated, to front cloud-office,-based risk and platform treasury. to the worldwide investment management industry. BidFX Systems Limited (London, UK) raised $25mm in funding led by Asian Gateway Investments,PEAK6 Investments the subsidiary (Chicago, of SingaporeIL) agreed Exchangeto acquire LimitedElectronic (SGX: Transaction S68). BidFX Clearing 3/27/19 (“ETC”) for an undisclosed sum. ETC provides custodian, clearing and settlement 9/09/19 Systems offers trading solutions for the FX market. Marlin and Associates was the advisorsolutions on to this broker transaction.-dealers, Pleaseprofessional click heretrading for firms,details hedge. funds and institutional managers. BlackRock(NYSE:BLK) agreed to acquire eFront for $1.3bn. eFront provides software solutionsBroadridge to (NYSE:BR)streamline theagreed management to acquire of Financial alternative Database investments Services and forcorporate an risk. 3/22/19 undisclosed sum. Financial Database Services provides trade lifecycle management 9/03/19 Its products include data and analytics, portfolio monitoring, and fund/portfolio admin andsoftware, accounting. including trade surveillance, transaction processing, payout management, compliance processing, onboarding and reporting for brokers and advisors.

Data & Analytics – Financial Services

Public Market Data

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

10.0x 300

9. 0x 24x 270 240 8. 0x 21x 210 7. 0x 18x 180 6. 0x

EV / EBITDA 150 EV / Revenue EV 15x 5. 0x 120

4. 0x 12x 90 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19

EV / LTM Revenue EV / LTM EBITDA M&A D&A Financial Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

S&P Global Inc. 60,081 64,542 10.3x 9.8x 20.4x 19.4x 3% 5% 51% 51% Moody's Corporation 38,545 43,317 8.3x 9.2x 20.5x 19.3x 2% (10%) 40% 48% Experian plc 28,313 31,523 6.6x 6.3x 20.3x 18.6x 6% 4% 32% 34% IHS Markit Ltd. 27,514 32,458 8.1x 7.4x 24.5x 18.4x 11% 10% 33% 40% Verisk Analytics, Inc. 26,080 28,714 12.0x 11.1x 27.4x 23.5x 12% 8% 44% 47% CoStar Group, Inc. 21,872 20,718 17.4x 14.9x 58.7x 41.0x 23% 17% 30% 36% MSCI Inc . 18,465 20,458 14.3x 13.3x 26.8x 24.5x 13% 8% 53% 54% Equifax Inc. 16,869 19,755 5.8x 5.7x 26.5x 16.7x 1% 2% 22% 34% TransUnion 15,415 19,191 8.3x 7.3x 23.4x 18.4x 20% 14% 35% 40% FactSet Research Systems Inc. 9,376 9,565 7.0x 6.6x 20.9x 18.5x 9% 6% 33% 36% Fair Isaac Corporation 9,187 9,931 9.3x 8.5x 40.2x 40.2x 12% 10% 23% 21% Morningstar, Inc. 6,227 5,967 5.9x 6.7x 22.1x 23.0x 12% (12%) 26% 29% CoreLogic, Inc. 3,693 5,489 3.1x 3.2x 14.1x 11.4x (3%) (3%) 22% 28% Trim Mean 19,806 21,963 8.7x 8.3x 24.8x 21.9x 9% 5% 34% 38% Median 18,465 20,458 8.3x 7.4x 23.4x 19.3x 11% 6% 33% 36%

Recent Activity

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

Verafin (St. Johns, Canada) raised C$515mm in an equity and debt recapitalization led by Spectrum Equity. Verafin provides a cloud-based, software platform for a 9/25/19 number of fraud and compliance applications powered by its proprietary big data intelligence technology.

Cloudera (NYSE:CLDR) acquired Arcadia Data (San Mateo, CA) for an undisclosed 9/4/19 sum. Arcadia Data provides a cloud-native visual analytics software with multiple use cases in IoT, cyber security, and business intelligence.

Kabbage (Atlanta, GA) acquired Radius Intelligence (San Francisco, CA) for an 9/3/19 undisclosed sum. Radius has built a database of information on roughly 20 million small and medium businesses in the U.S.

Information & Market Research

Public Market Data

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

4.0x 155 21x

3.7x 19x 140

3.4x 17x 125 EV / EBITDA EV / Revenue 3.1x 15x 110

2.8x 13x 95 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19

EV / LTM Revenue EV / LTM EBITDA M&A Info & Mkt Research Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

Reed Elsevier (RELX Group) 45,133 53,351 5.8x 5.4x 19.1x 15.2x 2% 6% 30% 36% Thomson Reuters 33,792 33,179 6.0x 5.6x 30.8x 22.9x 4% 8% 20% 24% Wolters Kluw er 19,921 22,476 4.8x 4.5x 17.5x 15.2x (2%) 7% 27% 29% Informa 12,121 15,818 5.4x 4.5x 17.4x 12.8x 35% 21% 31% 35% Gartner 13,001 15,869 4.0x 3.7x 26.0x 23.3x 20% 7% 15% 16% Nielsen 7,468 16,470 2.5x 2.5x 11.2x 8.9x (1%) (1%) 23% 29% Pearson 6,846 8,368 1.6x 1.7x 12.5x 9.1x (9%) (6%) 13% 19% Euromoney Institutional Investor 1,938 1,901 4.0x 4.0x 7.9x 14.0x (1%) 0% 50% 28% Forrester Research 601 750 2.1x 1.6x 24.1x 26.0x 6% 29% 9% 6% comScore 135 347 0.8x 0.9x na na 4% (6%) na na Trim Mean 11,961 14,354 3.8x 3.5x 18.3x 16.1x 4% 5% 23% 26% Median 9,795 15,843 4.0x 3.9x 17.5x 15.2x 3% 6% 23% 28%

Recent Activity

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

Engage (West Hollywood, CA) issued $26.2mm in convertible notes to Ayrton Capital. 9/24/19 Engage offers advertisers marketing and advertising solutions.

Nielsen (NY, NY) invested an undisclosed amount in Series A funding for Open Slate 9/20/19 (NY, NY). Open Slate provides a platform for brand safety measurement for advertisers.

Innovid (NY, NY) acquired Herolens (NY, NY) for an undisclosed sum. Herolens 9/18/19 provides a platform for the creation and optimization of ads.

Sources: Marlin & Associates, Capital IQ, and public sources. All market and operating data are as of 9/30/19. These companies are only a sample of firms in the sector as M&A defines it. M&A calculates Trim Mean and Median multiples for the sector over time using data from a set of companies that M&A believes to be reasonable and may not be identical to the set reflected above. Trim Mean excludes the highest and lowest 05 multiple of the data set. OCTOBER 2019

Insurance Software

Public Market Data

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

28x 330

4.5x 270 23x

210 3.5x 18x EV / EBITDA EV / Revenue 150

2.5x 13x 90 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19

EV / LTM Revenue EV / LTM EBITDA M&A Insurance Tech Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

AON 46,236 54,405 5.1x 4.9x 18.8x 17.2x 8% 4% 27% 28% Cerner 21,528 21,755 4.1x 3.8x 18.0x 13.1x 4% 7% 22% 29% Guidew ire Softw are 8,865 8,049 10.9x 11.3x nm 56.5x 29% (4%) 9% 20% HealthEquity 3,532 2,757 9.6x 5.3x 28.8x 16.7x 25% 80% 33% 32% CorVel 1,453 1,451 2.5x na 18.2x nm 7% na 14% nm Ebix 1,245 1,990 4.0x 3.4x 12.2x 9.7x 37% 18% 33% 35% Sapiens 1,024 1,040 3.6x 3.2x 27.3x 19.2x 8% 11% 13% 17% Craw ford & Company 523 813 0.8x 0.8x 8.6x 6.0x (3%) (1%) 9% 13% EverQuote 510 473 2.9x 2.2x nm nm 29% 33% nm 1% Majesco 383 356 2.6x na 28.2x nm 15% na 9% nm Trim Mean 1,381 1,420 4.2x 3.5x 21.5x 15.2x 19% 15% 15% 20% Median 1,134 1,245 3.2x 3.3x 22.8x 16.7x 20% 15% 13% 18%

[1] AON, Cerner, HealthEquity, Crawford & Company and EverQuote added as of October 2019.

Recent Activity

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

Eos Partners and Pentech invested $4mm in a Series A funding round for Digital 9/25/19 Fineprint (Oxford, UK). Digital Fineprint provides social media solutions for the insurance industry.

Hudson Structured, Lightstone, Guggenheim Life, and Lockton invested $32mm in a 9/23/19 Series B funding round for Bold Penguin (Columbus, OH). Bold Penguin provides a insurance portal for policy administration.

Anthemis Group, Berkley, and Nephila invested $10mm in a Series A funding round 9/4/19 for Tremor (NYC, NY). Tremor provides an online marketplace for reinsurance.

Payment Technology

Public Market Data

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

8.0x 22x 260

7.0x 20x 226

6.0x 18x 192

5.0x 16x 158 EV / EBITDA / EV EV Revenue /

4.0x 14x 124

3.0x 12x 90 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19

EV / LTM Revenue EV / LTM EBITDA M&A Payment Tech Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

Pay Pal 122,961 117,552 7.6x 6.6x 43.0x 24.6x 18% 15% 18% 27% Square 26,224 26,090 7.9x 6.6x nm nm 49% 20% 1% 10% FleetCor Technologies 25,848 29,348 12.1x 11.1x 21.8x 19.2x 8% 9% 55% 57% Global Payments 25,005 30,353 7.6x 5.5x 23.1x 15.8x 13% 39% 33% 35% Wirecard 19,909 17,946 7.9x 6.1x 28.0x 20.8x 34% 30% 28% 29% Western Union 10,016 12,144 2.2x 2.3x 8.8x 9.3x 1% (5%) 25% 25% WEX 8,843 11,225 7.5x 6.5x 20.5x 15.9x 20% 16% 37% 41% Euronet Worldw ide 8,003 7,937 3.1x 2.8x 16.9x 12.9x 13% 11% 19% 22% Cielo 5,295 8,118 2.9x 3.0x 7.4x 11.2x 1% (5%) 39% 27% EV ERTEC 2,288 2,796 6.2x 5.8x 16.1x 12.4x 11% 6% 38% 47% PayPoint 767 721 2.4x 2.6x 9.7x 9.1x 13% (8%) 25% 29% MoneyGram International 263 1,021 0.7x 0.8x 5.0x 4.7x (10%) (9%) 14% 16%

Trim Mean 13,220 14,698 5.5x 4.8x 16.9x 14.1x 13% 9% 27% 30% Median 9,430 11,685 6.8x 5.7x 16.9x 12.9x 13% 10% 27% 28%

[1] PayPal (PYPL) added as of 7/7/15, Square (SQ) added as of 11/20/15.

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced TouchBistro (Toronto, Canada) raised CAD$158mm (~$211mm) in an equity funding round led by OMERS Growth Equity. TouchBistro is an iPad-based POS system for 9/18/19 restaurants. The company intends to use the funds to acquire complementary products, support the development of technology advancements, expand its presence in international markets and increase the size of its team over the next year.

Mission Lane (San Francisco, CA) raised $200mm in an equity funding round led by multiple investors. Mission Lane also secured a new $300 million debt facility provided 9/16/19 by Goldman Sachs and Oaktree Capital Management. Mission Lane provides a platform for users to access credit card-based payments.

U.S. Bank (NYSE:USB) agreed to acquire Talech for an undisclosed sum. Talech offers an integrated point-of-sale (POS) system for small and medium-sized 9/9/19 businesses. The company serves over 8,000 restaurants, retailers and professional services companies representing $2.3 billion in processing volume.

Securities Exchanges

Public Market Data

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

10.5x 19x 240

210 9. 5x 17x

180 8. 5x 15x 150 EV / EBITDA EV / Revenue EV 7. 5x 13x 120

6. 5x 11x 90 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19 Oct-14 Oct-15 Oct-16 Oct-17 Oct-18 Oct-19

EV / LTM Revenue EV / LTM EBITDA M&A Sec Exchanges Index S&P 500

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

CME Group 75,692 79,445 18.4x 16.0x 27.2x 24.1x 18% 15% 68% 66% IntercontinentalExchange (ICE) 52,225 59,640 12.0x 11.4x 19.4x 17.7x 7% 5% 62% 65% Hong Kong Exchange 36,936 29,936 14.8x 14.3x 20.7x 19.5x 21% 3% 71% 74% Deutsche Börse Group 28,865 30,643 9.6x 9.5x 17.6x 15.7x 9% 1% 55% 61% London Stock Exchange (LSE) 31,835 33,465 9.2x 8.6x 15.5x 16.1x 13% 7% 60% 54% BM&F Bovespa 22,122 21,274 17.9x 14.6x 23.1x 20.5x 32% 22% 77% 71% The Nasdaq OMX Group 16,596 19,930 7.9x 7.9x 15.4x 15.3x 5% 0% 51% 52% CBOE 12,832 13,544 11.1x 11.8x 16.3x 17.4x (1%) (6%) 68% 68% Australian Exchange (ASX) 10,619 9,590 16.7x 15.7x 21.7x 20.6x 9% 6% 77% 76% Japan Exchange Group (JPX) 8,512 8,513 7.3x 7.7x 11.0x 11.6x 9% (5%) 66% 66% Singapore Exchange (SGX) 6,598 6,038 9.6x 8.7x 18.1x 15.4x 6% 10% 53% 57% Euronext 5,788 6,608 9.8x 8.8x 17.5x 15.0x 16% 11% 56% 59% TMX Group 4,845 5,548 9.0x 8.9x 16.2x 15.2x 9% 1% 56% 59% Trim Mean 21,175 21,744 11.6x 10.9x 18.3x 17.1x 11% 5% 63% 63% Median 16,596 19,930 9.8x 9.5x 17.6x 16.1x 9% 5% 62% 65%

Recent Activity

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

NASDAQ (NDAQ) acquired Center for Board Excellence (Founded in 2010), which 10/1/19 provides board governance and compliance solutions.

Bursa Malaysia Berhad (KLSE:BURSA) agreed to acquire remaining 25% in Bursa 9/18/19 Malaysia Derivatives from CME Group Strategic Investments. Bursa Malaysia Derivatives maintains a futures and options exchange.

Hong Kong Exchange and Clearing (HKEX) announced an unsolicited bid to acquire the London Stock Exchange (LSE) for $38 billion, valuing the company at an implied 9/4/19 10.3x LTM revenue and 17.6x LTM EBITDA. On October 8th, 2019, HKEX dropped their offer for LSE.

Sectors’ Relative Multiples

EV/2019E Revenue

12 10.9x

10 8.3x 8

5.3x 6 4.8x 4.3x 4 3.5x 3.5x

EV/2019E Revenue EV/2019E 2

0 Securities Data & Banking Payment Capital Information Insurance Exchanges Analytics - Software & Technology Markets & Market Technology Financial Processors Software & Research Ser vices Ser vices

EV/2019E EBITDA

25x 21.9x

20x 17.1x 16.1x 15.6x 15.6x 15.2x 15x 14.1x

10x EV/2019E EBITDA EBITDA EV/2019E 5x

0x Data & Securities Information Banking Capital Insurance Payment Analytics - Exchanges & Market Software & Markets Technology Technology Financial Research Processors Software & Ser vices Ser vices

Sectors’ Relative Operating Metrics

Revenue Growth (CY 2018 – CY 2019)

18% 16% 16% 15% 14% 12% 10% 9% 8% 6% 6% 5% 5% 5% Revenue Growth 4% 2% 0% Banking Insurance Payment Capital Data & Information Securities Software & Technology Technology Markets Analytics - & Market Exchanges Processors Software & Financial Research Ser vices Ser vices

EBITDA Margin (CY 2019)

70% 63% 60%

50% 38% 40% 30% 28% 28% 30% 26% 20% EBITDA Margin 20%

10%

0% Securities Data & Payment Capital Banking Information Insurance Exchanges Analytics - Technology Markets Software & & Market Technology Financial Software & Processors Research Ser vices Ser vices

Merger and Acquisition Transactions

(1) Software and Services Transaction Activity

400 18.0

350 16.0

14.0 300

12.0 250 10.0 200 8.0 150 6.0 Aggregate Value ($bn) Number Transactionsof 100 4.0

50 2.0

0 0.0 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2017 2018 2019

Number of Transactions Aggregate Value

(1) Software and Services Transaction Multiples

42x 7x

36x 6x

30x 5x

24x 4x

18x 3x EV / EBITDA EV / Revenue

12x 2x

6x 1x

0x 0x Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2017 2018 2019

EV / EBITDA EV / Revenue

(1) Note: Mid-market M&A defined as transactions with enterprise values below $1 billion. 11 OCTOBER 2019

StatPro’s $230mm Sale to Confluence

Transaction Overview . On September 20th, 2019, StatPro (LSE:SOG) announced a definitive agreement to be acquired by Confluence, a London, UK portfolio company of TA Associates for $230mm. has agreed to be acquired by . StatPro is a UK-based provider of cloud-based portfolio management solutions including portfolio valuations, fixed Pittsburgh, PA income and equity attribution, risk management, GIPS A portfolio company of composites, governance, and analytics reporting to the investment management industry globally. Marlin & Associates acted as . 54.9% premium to the prior day’s stock closing price on the strategic and financial advisor to date of the announcement. StatPro Group plc . 76.4% premium to the volume weighted average closing price for the six-months prior to the date of the announcement.

Rationale . The take-private, cross-border transaction offers the combined companies significant cross- selling opportunity due to limited product overlap and complementary geographic reach. . Offers asset managers and fund administrators a more comprehensive range of support services and analytics on one platform.

M&A’s Role . In early 2019, StatPro’s founder and CEO, Justin Wheatley, engaged Marlin & Associates for guidance in identifying potential partners to help the company grow, preserve employment and pay a maximum premium, because of M&A’s capital markets technology expertise. . M&A identified and held highly-confidential discussions with potentially interested parties that included negotiation and evaluation of various offers, in addition M&A worked closely with Management to conduct a detailed financial analysis and to prepare marketing materials that highlighted StatPro’s strengths, strategy and growth potential. . M&A served as strategic and financial advisor to StatPro and its shareholders. M&A leveraged its deep domain expertise in capital markets technology to conduct a methodical and disciplined competitive process involving multiple potential partners simultaneously.

“We have been delighted with the service provided to us by Ken Marlin and his team. They have been diligent and thorough, and also a pleasure to work with. The Marlin team’s deep knowledge of our industry makes them the number one go-to firm when you want to sell your business. They have seen and managed more or less every possible situation and know the play book on how to deal with them. The process was meticulously planned and executed.”

Justin Wheatley Founder and CEO, StatPro 12 OCTOBER 2019

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

“The team at Marlin & Associates was critical to our completion of this important strategic transaction, providing invaluable guidance throughout every step of the process. Their expertise in financial technology, SaaS, and the Salesforce ecosystem helped us to prepare effectively and best position Tier1CRM to potential investors. Their knowledge of the market helped us to identify the ideal investors as we move into the next phase of growth at Tier1. We could not have closed this transaction without their steady hand throughout.”

Mark Notten CEO, Tier1CRM

Alpharetta, GA Reston, VA Wilton, CT Chicago, IL has been acquired by has been acquired by has received a majority has received a majority equity equity investment from investment from

Stockholm, Sweden Mclean, VA A portfolio company of A portfolio company of New York, NY Los Angeles, CA Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial Marlin & Associates acted as Marlin & Associates acted as advisor to Private Client advisor to InRule Technology, Inc. exclusive strategic and financial exclusive strategic and financial Resources, LLC. advisor to P2Sample, LLC. advisor to Zoomdata, Inc.

London, UK Shelton, CT London, UK has sold Preqin Solutions to has sold a minority equity New York, NY has acquired interest in its subsidiary has received a $61mm investment from Boston, MA London, UK A portfolio company of

Kansas City, MO Singapore Boston, MA Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to TABS Analytics. advisor to Preqin, Ltd. advisor to TradingScreen Inc. advisor to SERMO, Inc.

Charlotte, NC New York, NY New York, NY has received an equity New York, NY has sold Financial Engineering investment from Associates, Inc. to has received a $30 million equity has acquired investment from

Dallas, TX A portfolio company of

Jacksonville, FL San Francisco, CA New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial advisor to Zenmonics. exclusive strategic and advisor to RapidRatings. advisor to Aquiline Holdings LLC. financial advisor to MSCI Inc.

13 OCTOBER 2019

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

“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 Sinclair President, TMX Datalinx

Phoenix, AZ Salt Lake City, UT has received an equity has received an equity investment from investment from has completed a majority has been acquired by recapitalization with

Boston, MA and San Francisco, CA Chicago, IL

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to iTransact Group, LLC. advisor to BillingTree. advisor to Tier1CRM. advisor to Investment Metrics.

Brentwood, TN Paris, France San Mateo, CA New York, NY has been acquired by has acquired the Business received a strategic has been acquired by Process Management business investment from from

a portfolio company of

Tokyo, Japan Palo Alto, CA Palo Alto, CA

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial strategic and financial advisor to exclusive strategic and exclusive strategic and advisor to Xignite. Agilum Healthcare Intelligence. financial advisor to Alacra, Inc. financial advisor to Everteam.

Campbell, CA has sold the assets of Boston, MA New York, NY received an investment has been acquired by from has invested in

Dublin, Ireland Windsor, CT

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial financial advisor to Aquiline exclusive strategic and financial advisor to Trunomi. advisor to Varden Technologies. Capital Partners. advisor to CNO Financial Group.

14 OCTOBER 2019

INDUSTRY RECOGNITION AND AWARDS

 TMT Advisory Firm of the Year

 US Boutique Investment Banking Firm of the Year

 Middle-Market Investment Bank of the Year 2015, 2016, 2017, 2018, 2019  Game Changer of the Year

 Professional Services B2B Deal of the Year

 Cross-Border Boutique Investment Banking Firm of the Year

 Emerging Leaders Award

 Advisory Firm of the Year 2014, 2015, 2016, 2017  Boutique Investment Banking Firm of the Year

 USA TMT Advisory Firm of the Year (2012)

 Middle Market Investment Banking Firm of the Year (2008, 2007)

 Middle Market Technology Deal of the Year (2008)

 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)

Note: Not a complete list. 15 OCTOBER 2019 MARLIN AND ASSOCIATES: WHO WE ARE

Our Senior Team Brings Extensive Depth, Breadth and Industry Expertise to our Clients

Founder and Managing Partner of M&A • 18+ years of investment banking and • Named one of II’s Tech 50 - Most private equity experience Influential • Named twice to Dealer’s Digest and • Member Market Data Hall of Fame recently M&A Advisor’s “40-Under-40” • MD Veronis Suhler Stevenson • Founded Marlin & Associates with Ken • CEO of Telesphere Corporation Marlin • CEO of Telekurs (NA) • Formerly at Veronis Suhler Stevenson, • EVP Bridge Information systems Morgan Stanley, and American • SVP at Dun & Bradstreet International Group • BA from the University of California (Irvine) • BS from Binghamton University Ken Marlin • MBA from UCLA, post-MBA from New Michael Maxworthy York University

• 18+ years of investment banking • 18+ years of M&A experience experience • VP of Business Development at SunGard • Formerly at Lehman Brothers, Bear • Founder of software company sold to Stearns and Houlihan Lokey SunGard • MBA, University of Virginia (Darden); BS, • Started career designing trading software Birla Institute of Technology & Science for TD Bank • BaSC, Engineering from University of Toronto

Anup Agarwal Tom Selby

• 30+ years of investment banking experience • Previously led fintech m&a advisory firm • Mentor at University of Chicago • Formerly at Merrill Lynch, Mesirow Financial and Fox Pitt Kelton • MBA, DePaul University; BS, Northern Illinois University

Dan Zircher

"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 Brunner CEO, QuoVadis

16 Sell-Side M&A Equity Capital Capital Equity Raise Raise Debt Capital

Buy-Side M&A

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