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1H12 Marketing, Media, Technology and Service Industries Announced 1,481 Transactions Totaling $78.3 Billion; Social and Mobile Subsegments Accounted for 22 Percent of Activity and 10 Percent of Value

Digital Media/Commerce was the Most Active Segment in 1H12 with 515 Transactions; Software & Information was the Highest Value Segment with $31.8 Billion in Deal Value

June 29, 2012 (New York, NY) – During the first half of 2012, Petsky Prunier tracked 1,481 transactions for a total of $78.3 billion across seven broad segments: Digital Advertising, Agency/Consulting, Marketing Technology, Digital Media/Commerce, Software & Information, Out-of-Home & Specialty Media and Marketing Services. The Social and Mobile subsegments within the broader Agency/Consulting, Digital Advertising, Digital Media/Commerce and Marketing Technology segments together accounted for 22 percent of total activity and 10 percent of value. Digital Media/Commerce was the most active segment overall, with continued technology and market shifts driving ongoing demand for eCommerce and /Apps. In addition, growing adoption of cloud-based software resulted in Software & Information being the highest transaction value segment in the first half of the year.

MARKETING, MEDIA, TECHNOLOGY AND SERVICE INDUSTRIES Chart Title MARKETING, MEDIA, TECHNOLOGY AND SERVICESERVICE INDUSTRIESINDUSTRIES MARKETING, MEDIA, TECHNOLOGY AND SERVICE INDUSTRIES M&A1H12 AND M&A INVESTMENT AND INVESTMENT ACTIVITY: ACTIVITY1Q11 - 2Q12 1H12 M&A AND INVESTMENT ACTIVITY ($ in Millions) ($($ inin Billions)Billions) ($ in Millions)

Agency/ Consulting DOLLAR $6,861 VALUE Out-of-Home & Specialty Media Software & $47.9 $7,770 Information $31,873 $42.0 $42.1 $36.2 $30.6 Digital Media/ Commerce $13,556

Digital Marketing Advertising Marketing Services DEAL $3,341 Technology $1,477 VOLUME 787 825 796 709 772 $13,405

2Q11 3Q11 4Q11 1Q12 2Q12

M&A Activity Acquisitions accounted for 44 percent of total transactions in 1H12. Digital Media/Commerce remained the most active M&A segment in 1H12 with 184 transactions and $9.1 billion in deal value. M&A activity was dominated by eCommerce, Social Media/Apps and Niche Content, which accounted for 53 percent of the aggregate volume in the segment. Digital Media/Commerce transactions included:

’s $1 billion acquisition of mobile social network and photo-sharing app Instagram  WellPoint’s $800 million acquisition of 1-800 Contacts, one of the largest direct marketers of contact lenses  International Game Technology’s $250 million acquisition of Double Down Interactive, which offers online social casino gaming

Petsky Prunier’s 1H12 Summary of M&A and Investment Activity Page 1

The second most active M&A segment in 1H12 was Agency/Consulting with 144 transactions valued at $6.2 billion. Consolidation among digital marketing services firms continued, as providers sought to bolster their multichannel/multidevice digital capabilities. M&A activity among the Digital Agency subsegment increased 41 percent from 2H11, accounting for 38 percent of deal activity and 27 percent of deal value in the segment. Notable deals included:

 WPP’s reported $550 million acquisition of AKQA, the largest independent digital agency, at 2.0x revenue and 12.9x EBITDA  Aegis Group’s $125 million acquisition of Roundarch, a digital agency founded in 2000 by WPP Group, Deloitte Consulting and BroadVision, at 1.8x revenue and 10.9x EBIT

Content management and social engagement were also driving forces behind M&A activity in the Marketing Technology segment. The subsegments Content Management and Social Technology each accounted for 15 percent of the total 136 transactions, and five percent and 23 percent of the total value, respectively. Acquisitions in the segment included:

 Microsoft’s $1.2 billion acquisition of Yammer, an enterprise social network offering employee collaboration solutions  Salesforce.com’s $689 million acquisition of Buddy Media, which offers a social media marketing platform, at 6.9x revenue  Oracle’s acquisition of Buddy competitor Vitrue for $300 million, at 3.0x revenue  iEnergizer’s $150 million acquisition of Aptara, which provides digital publishing and content management technology solutions that allow publishers to manage a diverse portfolio of content and digital channels

Software & Information was the highest-value M&A segment in the first half of 2012 with 83 deals worth approximately $29.5 billion, including 10 valued at more than $1 billion. ERP Software was the most active subsegment in 1H12, accounting for 23 percent of M&A activity in the segment. Significant deals included:

 Toshiba’s $850 million acquisition of IBM’s Retail Store Solutions Business, at 0.7x revenue  Amazon.com’s $775 million acquisition of Kiva Systems, which provides automation software for distribution centers that helps companies simplify operations and reduce costs while increasing strategic flexibility, at 7.8x revenue

Digital Advertising activity was driven by the Mobile Marketing subsegment, reflecting the growing prevalence of tablet applications and improved social media access through mobile devices. Transactions in the segment included:

 Singapore Telecommunications’ $321 million acquisition of Amobee Media Systems, a provider of mobile advertising solutions, at 10.7x revenue  PlayPhone’s $52 million acquisition of SocialHour, a mobile marketing firm specializing in social marketing and lead generation

Investment Activity Investments totaling $11.2 billion accounted for 56 percent of overall volume and 14 percent of deal value in 1H12. Digital Media/Commerce was the most active and highest value segment for investment, with 331 deals announced worth $4.4 billion. eCommerce, Social Media/Apps and Mobile Content/Apps were the three most active subsegments in the first six months of the year, accounting for 68 percent of investments in the segment. Digital Media/Commerce investments included:

 General Atlantic’s $304 million investment in Axel Springer Digital Classifieds, at a reported $1 billion valuation  Microsoft’s $300 million investment in NOOK, at a reported $1.7 billion valuation  Rakuten’s $100 million investment in Pinterest, at a reported $1.5 billion valuation

There were 221 announced investments worth approximately $2.6 billion in the Marketing Technology segment in the first half of the year. Social Technology was again the most active subsegment, with 46 investments worth approximately $340 million. Large Marketing Technology deals included:

 JPMorgan Chase’s $100 million investment in Conduit, which provides website owners and bloggers with a platform for building online communities, at a reported $1.3 billion valuation

Petsky Prunier’s 1H12 Summary of M&A and Investment Activity Page 2

 Meritech Capital Partners’ $70 million investment in Evernote, which provides an application that allows individuals to save their ideas, projects and experiences, at a reported $1 billion valuation  August Capital Management’s $45 million investment in PubMatic, which provides premium publishers with a real- time media selling platform for managing revenue and brand strategy

Buyer & Investor Activity

1H12 Most Active Strategic Buyers by Number of Transactions

Number of Buyer Transactions Representative Targets WPP Group 15 AKQA, Converge Technologies, DTDigital, EffectiveUI, Frey G2, Grape, OOO Jvision Publicis Groupe 8 BBR Group, i&e, Indigo Consulting, King Harvest, Longtuo, Mediagong, Pixelpark Facebook 6 Face.com, GazeHawk, Glancee, Instagram, Karma, Lightbox Groupon 6 Adku, DITTO.ME, FeeFighters, HyperPublic, Kima Labs, Mertado, UpTake Networks Interpublic Group of Companies 5 FRUKT Communications, FUSE, Lakestar Media, Nicole Weber Communications Omnicom Group 5 Adam & Eve Group, Fleishman-Hillard Vanguard, Medical Collective Intelligence Chime Communications 4 iLUKA, McKenzie Clark, Rough Hill, StratAgile, Succinct Communications Havas 4 Creative Lynx, Ignition, Victors & Spoils, Snapworx Mobile IHS 4 Displaybank, GlobalSpec, IMS Research, XeDAR 4 Hotspots.io, , RestEngine, Summify 3 Meebo.com, Quickoffice, Retailigence, TxVia IBM 3 TeaLeaf Technology, Varicent Software, Worklight MDC Partners 3 dotbox, R.J. Palmer, TargetCast Salesforce.com 3 Brighter Option, Buddy Media, Stypi

Strategic buyers accounted for 41 percent of all control deals and 68 percent of transaction value in 1H12, with 602 transactions worth approximately $53.3 billion. More than 50 percent of those transactions occurred within the Digital Media/Commerce and Agency/Consulting segments, while another 22 percent were announced within the Marketing Technology segment. The most active strategic buyers in 1H12 were WPP Group, Publicis Groupe, Facebook and Groupon with 15, eight, six and six announced transactions, respectively.

Buyout firms announced 50 acquisitions totaling $13.7 billion in 1H12. The Software & Information segment accounted for 46 percent of total buyout value with 23 transactions reaching $11.5 billion in value. The Agency/Consulting segment was the second most active segment. Sizeable buyout transactions announced in 1H12 included:

 Veritas Capital’s $1.3 billion buyout of Thomson Reuters Healthcare  Apax Partners’ $1 billion acquisition of Paradigm, a software company focused on the oil and natural gas industry  Genstar Capital’s $400 million buyout of eResearch Technology, a provider of health outcomes research services to biopharmaceutical sponsors and contract research organizations, at 2.2x revenue and 9.8x EBITDA

Within the venture and growth categories, investment volume increased by five percent, while value decreased by 16 percent compared to 2H11. Accel Partners, Andreessen Horowitz and Google Ventures were the most active investors, announcing 14, 13 and 12 investments, respectively, during 1H12.

IPO Activity There were 20 IPOs in the Marketing, Media, Technology and Service industries in 1H12. Bazaarvoice, Brightcove, CafePress, Demandware, ExactTarget, Facebook, Infoblox, Millennial Media, Proofpoint, ServiceNow, Splunk, Vocera Communications and Yelp each priced at the high-end or above their initial filing ranges. FX Alliance and Vipshop priced below their initial filing ranges. Stock prices for only seven of these companies – Acquity Group, Bazaarvoice, Brightcove, Demandware, FX Alliance, Splunk, Vipshop and Vocera Communications – remained above their respective first trading day closing prices at the end of 1H12. BlackStratus, LegalZoom.com and Palo Alto Networks filed to go public in the second quarter of 2012 but have yet to price, while Kayak.com, Lashou.com and Loyalty Alliance Enterprise withdrew their IPO plans.

2Q12 M&A and Investment Summary Petsky Prunier’s 1H12 Summary of M&A and Investment Activity Page 3

In 2Q12, Petsky Prunier tracked 772 M&A and investment transactions worth approximately $36 billion. Compared to 1Q12, activity increased nine percent, while value fell nearly 14 percent. Digital Media/Commerce was the most active segment, accounting for 35 percent of all deals announced. Worth approximately $10.6 billion, Marketing Technology was the highest value segment. Strategic buyers accounted for 38 percent of all transactions, while venture and growth capital investments represented 59 percent and buyout firms just three percent. The largest acquisition of the quarter was SAP’s $4.3 billion acquisition of Ariba. The largest investment was a $322 million growth capital infusion in Brazil-based Netshoes, an online retailer of sports shoes, jerseys and accessories, from Temasek Holdings.

“Against a backdrop of growing macroeconomic uncertainty, M&A and investment activity remained particularly strong,” noted John Prunier, partner at Petsky Prunier LLC. “The sea change in consumer media consumption, technology adoption and brand interaction is forcing marketers and vendors alike to reconsider the strength of their value propositions and the means with which to target and deliver them. Likewise, product lifecycles are accelerating so fast that rapid strategic planning and execution are becoming tactical necessities. Given these trends, M&A and investment activity will continue to be a priority for many companies.”

*All values as of 5 p.m. Eastern Time 6/28/12. Transaction values include only reported up-front cash payments and do not account for any potential future performance-based compensation.

Petsky Prunier’s 1H12 Summary of M&A and Investment Activity Page 4

Quarterly M&A and Investment Activity by Segment (1Q12-2Q12)

Most Active Digital Media/Commerce Subsegments 1Q12 2Q12 1H12 vs 2H11 LTM (% Change) Num be r of Deal Value Num be r of Deal Value Number of De al V alue Num be r of Deal Value Subsegment Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions)

eCommerce 56 1,371 77 3,441 (1%) (9%) 437 21,311 Social Media/Apps 61 709 54 1,597 (17%) (6%) 435 17,678 Mobile Content/Apps 35 335 33 715 5% 143% 212 2,446 Gaming 30 984 27 517 (2%) (25%) 254 9,397 Niche Content 22 531 22 631 (4%) 67% 216 4,765 Classifieds/Auctions/P-to-P 15 478 18 390 6% 76% 106 3,220 Digital Promotion/Coupon 11 108 12 167 (49%) (80%) 174 5,625 Vertical Search 7 264 12 239 138% 367% 49 1,070 Comparison Shopping 2 32 5 275 (53%) (54%) 42 1,699 Local Search 5 619 6 119 (27%) 371% 43 1,165 Web Search/Portals 1 2 3 19 (43%) (85%) 24 591 Total 246 5,448 269 8,109 (9%) (2%) 2,004 69,032

Most Active Marketing Technology Subsegments 1Q12 2Q12 1H12 vs 2H11 LTM (% Change) Num be r of Deal Value Num be r of Deal Value Number of De al V alue Num be r of Deal Value Subsegment Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Content Management 15 315 42 725 24% 46% 169 4,161 Social Technology 29 288 37 2,506 (8%) 62% 206 5,670 Analytics & Reporting 15 121 26 367 5% (52%) 124 2,622 Mobile Technology 20 629 18 477 (16%) (23%) 177 4,845 BI tools 8 135 9 172 (19%) (82%) 45 2,227 Online Targeting/Optimization 12 146 9 90 40% (53%) 94 1,759 Commerce Management 11 172 8 4,514 (49%) 473% 115 11,749 Email/Messaging Softw are 6 202 7 424 63% 145% 44 1,394 SFA/Lead Management 3 49 7 86 100% 65% 30 400 Ad Serving 5 87 6 134 57% (6%) 45 771 MRM/Workflow Management 2 24 6 141 (11%) (15%) 31 1,596 Search & Discovery 2 11 4 52 (45%) (74%) 28 529

Subtotal 128 2,179 179 9,686 (3%) 33% 1,108 37,722 Other 28 586 22 954 (40%) (79%) 263 14,218

Total 156 2,765 201 10,640 (10%) (18%) 1,371 51,941

Other subsegments include Content Delivery Network, CRM , Data Quality, Internet Service Providers, M arketing Asset M anagement, M edia M anagement Systems, Product/Price Software, Segmentation/Data M ining, SEM /SEO tools, Teleservices/eServices and Website Creation/Hosting

Most Active Software & Information Subsegments 1Q12 2Q12 1H12 vs 2H11 LTM (% Change) Num be r of Deal Value Num be r of Deal Value Number of De al V alue Num be r of Deal Value Subsegment Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Infrastructure Softw are 29 1,550 35 1,842 36% 179% 147 6,812 ERP Softw are 25 4,472 28 1,518 47% (65%) 126 30,031 HC-Providers Softw are 12 2,954 17 611 26% 333% 78 5,834 Softw are NEC 7 5,077 16 372 NM NM 26 5,551 Financial Softw are 9 2,434 11 340 25% 2% 64 8,329 HC-BioPharma Softw are 2 47 7 481 50% 258% 21 939 Market Research 11 169 5 81 (56%) (85%) 108 3,295 HR Softw are 9 2,267 5 259 75% (40%) 41 7,307 Credit/Risk Softw are 2 75 4 85 (14%) (84%) 21 1,471 Engineering Softw are 2 39 3 1,413 (17%) 173% 12 2,025 Marketing Data 1 13 3 259 (67%) (75%) 26 2,826 Geo-Demo Softw are 2 106 2 33 33% (73%) 9 664 Subtotal 111 19,203 136 7,295 24% (14%) 679 75,082 Other 6 3,361 6 2,014 (54%) 44% 116 24,324

Total 117 22,564 142 9,309 15% (8%) 795 99,406 Other subsegments includes Credit/Risk M anagement, Financial, Geo-demographic, Healthcare-BioPharma, Healthcare-Providers, IT, Legal Softwareand Product/Price

Petsky Prunier’s 1H12 Summary of M&A and Investment Activity Page 5

Most Active Agency/Consulting Subsegments 1Q12 2Q12 1H12 vs 2H11 LTM (% Change) Num be r of Deal Value Num be r of Deal Value Number of De al V alue Num be r of Deal Value Subsegment Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions)

Digital Agency 34 853 27 899 36% 112% 192 5,375 General Agency 9 129 8 184 13% 6% 61 1,216 Experiential Marketing 8 334 6 117 8% 146% 32 893 Social Agency 2 13 6 48 (33%) (82%) 29 583 Design Agency 0 0 5 65 (44%) (81%) 20 674 Healthcare Agency 4 63 4 63 14% (5%) 35 1,795 Public Relations 11 241 4 39 (21%) (60%) 51 1,397 Promotion Agency 2 25 3 40 150% 87% 13 153 Other Consulting 8 1,735 2 100 (71%) 351% 75 5,157 Specialty Agency 3 31 2 503 (17%) (41%) 19 1,534 Marketing Consulting 2 922 1 1 (85%) 84% 32 1,603 Media Planning/Buying 2 30 0 0 0% (54%) 13 667

Subtotal 85 4,376 68 2,057 (17%) 36% 572 21,048 Other 11 428 0 0 (21%) 23% 38 1,310

Total 96 4,804 68 2,057 (17%) 35% 610 22,357 Other subsegments include Branded Communications, B-to-B Agency, DM Agency and DR M edia Buying

Most Active Digital Advertising Subsegments 1Q12 2Q12 1H12 vs 2H11 LTM (% Change) Num be r of Deal Value Num be r of Deal Value Number of De al V alue Num be r of Deal Value Subsegment Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Digital Video 13 1,244 15 164 8% 74% 106 3,653 Mobile Marketing 19 472 11 114 (21%) 6% 141 2,313 Ad Netw orks/Exchanges 10 188 11 221 (16%) (47%) 111 2,291 Online Lead Generation 10 97 7 105 (37%) (52%) 101 2,358 Affiliate/CPA Netw ork 4 59 5 530 50% 861% 23 828 Search Marketing 1 15 4 80 (58%) (83%) 34 895 Game Advertising 1 15 1 5 (33%) (1%) 10 132 Email Services 3 28 1 3 (43%) (50%) 25 532 Total 61 2,118 55 1,222 (19%) 2% 551 13,001

Most Active Marketing Services Subsegments 1Q12 2Q12 1H12 vs 2H11 LTM (% Change) Num be r of Deal Value Num be r of Deal Value Number of De al V alue Num be r of Deal Value Subsegment Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions)

Printer 11 149 7 107 38% (4%) 56 2847 Logistics 2 33 4 250 (14%) (56%) 17 1480 Retail Services 1 20 3 354 33% 476% 13 4650 Loyalty/Retention 1 15 2 22 (63%) (82%) 27 1191 Data Processing/Enhancement 0 0 2 6 100% (65%) 10 128 Database/Analytics 1 6 1 25 (75%) (74%) 28 1253 Fulfillment 1 150 1 15 (33%) 224% 8 270 List Broker/Manager 0 0 1 5 NM NM 2 16 Call Center 3 65 0 0 (25%) (90%) 17 1237 Collections 2 40 0 0 NM NM 5 95

Subtotal 21 638 21 785 (18%) (30%) 195 13519 Total 21 638 21 785 (21%) (31%) 203 13,949

Most Active Out-of-Home & Specialty Media Subsegments 1Q12 2Q12 1H12 vs 2H11 LTM (% Change) Num be r of Deal Value Num be r of Deal Value Number of De al V alue Num be r of Deal Value Subsegment Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions) Transactions ($ Millions)

Entertainment Media 0 0 5 3,064 67% 33% 10 6,031 B-to-B Media 3 17 4 105 (30%) (63%) 26 523 Digital Place-Based Media 4 58 3 38 (53%) (68%) 41 826 Traditional Outdoor 2 3,603 2 130 (50%) 1,052% 19 4,200 Yellow Pages 1 4 1 750 100% 9,820% 3 762 Total 10 3,682 15 4,087 (32%) 138% 103 13,174

Petsky Prunier’s 1H12 Summary of M&A and Investment Activity Page 6

About Petsky Prunier LLC Petsky Prunier (www.petskyprunier.com) is one of the leading investment banks in the internet, marketing, media, technology, information, healthcare and service industries. Our firm’s mergers and acquisitions and private placements advisory services reflect a unique blend of product specialization and industry expertise. Together with strategic consulting firm Winterberry Group (www.winterberrygroup.com), a Petsky Prunier company, the organization represents one of the largest industry-specific advisors providing strategic and transactional services. Securities transactions are processed through Petsky Prunier Securities LLC.

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