US Bancorp Piper Jaffray

U.S. Bancorp Piper Jaffray Technology/Communications M&A Weekly September 30, 2002

Technology/Communications Mergers & Acquisitions David Jacquin - Managing Director, Group Head, 415-277-1505, [email protected] Hugh Hoffman - Managing Director, 612-303-6319, [email protected] Jason Hutchinson - Managing Director, 415-277-1510, [email protected] Steve Rickman - Managing Director, 613-303-6258, [email protected] Eric Nicholson - Principal, 612-303-6378, [email protected] Adam Haynes - Vice President, 612-303-1216, [email protected] Selected Technology M&A Transactions (Approximate valuations, $ in millions) Trans. Ent. LTM EV / 1-Week Date Target / Advisor Acquiror / Advisor Value Value Sales Sales Premium Universe Comments 09/24/02 Rare Ltd Microsoft Corp $375.0 NA NA NA NA Cable, Media & Entertainment Microsoft acquires Rare to bolster X-Box video game system development. 09/26/02 Wink Communications Inc OpenTV Corp $101.0 $54.0 NA NA NA Cable, Media & Entertainment Provide low-cost, enhanced television broadcasting system. 09/26/02 ACTV Inc OpenTV Corp $93.0 $28.8 $12.6 2.3x 46.0% Cable, Media & Entertainment Develop interactive television suite through cable and internet platforms. 09/24/02 Technology Mgmt & Analysis L-3 Communications Holdings $57.0 $57.0 * $55.0 1.0x NA Technology and Business Services Acquisition expands L-3's marketplace within the U.S. Navy. 09/23/02 SPARAK Financial Systems LLC Harland Financial Solutions $32.0 $32.0 * $17.0 1.9x NA Financial Technologies & Services SPARAK will extend Harland's core financial systems offering. * Assumes transaction value equal to enterprise value. Selected Communications M&A Transactions (Approximate valuations, $ in millions) Trans. Ent. LTM EV / 1-Week Date Target / Advisor Acquiror / Advisor Value Value Sales Sales Premium Universe Comments 9/23/02 Boldt Metronics International Laird Group PLC $28.7 $28.7 * $34.0 0.8x NA Computer Hardware & Semiconductors Laird Strengthens its position in EMI shielding. * Assumes transaction value equal to enterprise value. M&A Spotlight Transactions

9/24/02 - Microsoft Corp. (#) announced it has purchased U.K.-based Rare Ltd., one of the world's leading video game developers, 9/23/02 - The Laird Group PLC announced that it has acquired the assets of Boldt Metronics International ("BMI"), the further demonstrating Microsoft's commitment to providing the most innovative interactive experiences available on its Xbox™ leading supplier of printed circuit board level electromagnetic interference shields. video game system. The consideration is $28.7 million in cash together with the assumption of $1 million of long-term capital equipment leases. BMI's Under terms of the $375 million cash transaction, Rare will today begin creating exclusive console gaming blockbusters for Xbox. Rare co- sales for the year ended 31 December 2001 was $34 million. As a result of the market difficulties experienced by its customers in the founders Chris and Tim Stamper and their team of game developers and designers will continue to work out of Rare in Warwickshire, telecommunications sector the business reported operating losses of $4 million. In the current year, however, BMI has traded profitably England. Rare was founded in 1985 as a partnership between the Stamper brothers and Joel Hochberg, now Rare president. with operating profits of approximately $1 million for the half year to June 2002 on sales of approximately $17 million. The recovery in "This partnership significantly broadens our already outstanding portfolio of games that will be available for Xbox. And it also broadens our operating profit has continued into the second half. The net assets acquired were approximately $13 million. reach internationally as gamers around the world have demonstrated their fanaticism for what Rare consistently produces," said Robbie Bach, Peter Hill, Chief Executive of The Laird Group, commented, "Laird Technologies is the global market leader in the supply of Chief Xbox Officer at Microsoft. electromagnetic interference shielding products and solutions. BMI's products fill the remaining gap in Laird Technologies' portfolio. The last time I was this excited was the first time I picked up a controller and played a game from Rare," said Ed Fries, vice president of The acquisition of BMI is a further step in our strategy, following the disposal of Fullarton in August 2002, of making value-adding Xbox Game Content at Microsoft. "As a gamer, you could hardly wait until Rare's next title was announced. You didn't know what genre it investments in our businesses, all of which hold leading market positions in their industries." would be, but it didn't matter because you knew you were going to love it." Bob Martin, President of BMI, said "BMI has established a worldwide leadership position in the board level shield market by "We've always insisted on pushing the envelope when it comes to creativity," added Tim Stamper, co-founder and creative director of Rare. focusing on quality and investing in product development. By joining the Laird Technologies organization we have even broader access "And now we get the chance to create for Xbox." to markets and can leverage the technical resources of both organizations." With today's announcement, Rare becomes the latest member of Microsoft Game Studios, joining such worldwide developers as Bungie Mr. Hill added, "This acquisition will expand Laird Technologies' customer base and strengthen further its unique ability to provide Studios, the masterminds behind the smash hit "Halo™," named Game of the Year by Electronic Gaming Monthly. Rare's first creation for its customers globally with the complete range of high performance EMI shielding solutions. In addition to the immediate elimination Xbox, "Kameo," is expected to reach store shelves next spring. Also under development is the highly anticipated sequel to "Perfect Dark." The of certain costs resulting from the acquisition, further reductions in BMI's cost structure will be pursued by accelerating its existing company is expecting to develop at least five games over the next two years in a variety of genres, including racing, shooters and platformers. plans to develop manufacturing capacity in China, in reductions in the costs of materials and through overhead reductions."

(Data provided by company press releases, equity research, and U.S. Bancorp Piper Jaffray) The VC Liquidity Corner (Data provided by VentureSource) Total Trans. Last Capital Raised M&A Date Target / Advisor Acquiror / Advisor Value Post $ Val. Step-up to Date ROIC Universe Venture Capitalist M&A IPO / IPO Split 09/24/02 Prisa Networks Inc/RBC Cap Mkts EMC Corp (#) $20.0 $38.4 52% $24.2 -17% Computer Hardware & Semiconductors Western States Investments Last Week 3 0 100% / 0% 09/25/02 Net Reality Allot Communications NA NA NA NA NA Wireline Equipment Alpinvest Q1 2002 79 5 94% / 6% 09/23/02 Onward (Contact Center Group) Blue Pumpkin NA NA NA NA NA Technology and Business Services NA Q2 2002 83 10 89% / 11% Q3 2002 76 1 99% / 1% YTD 2002 238 16 94% / 6% U.S. Bancorp Piper Jaffray Technology/Communications M&A Weekly September 30, 2002

363 344 $50 350 351 316 334 $34.5 $36.9 $40 $34.5 306 309 300 294 $30 277 $23.2 264 257 $18.4 250 251 $19.3 242 $20 238 $11.7 $10 $5.3 $6.0 200 $6.50 1996 1997 1998 1999 2000 2001 2002 Q2 $0 Less than $100 Million $100 Million to $250 Million 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 YTD Q2 YTD Q2 (Data Per U.S. Bancorp Piper Jaffray) 2001 2002 Key M&A Valuation Statistics Note: Multiples have been changed to median values.

Technology Transactions Communications Transactions 2.2x 4.0x 100% 2.5x 1.8x 1.9x 80% 2.0x 1.6x 2.6x 80% 1.4x 1.2x 60% 3.0x 2.3x 1.5x 1.7x 60% 40% 2.0x 1.3x 1.3x 1.0x 0.7x 40% 1-Week 1-Week Multiples Multiples 1-Week 1-Week EV/Sales EV/Sales 20% 1.0x Premiums 0.5x Premiums 20% 0.0x 0% 0.0x 0% Q1 01 Q2 01 Q3 01 Q4 01 Q1 02 Q2 02 Q1 01 Q2 01 Q3 01 Q4 01 Q1 02 Q2 02

Venture Backed Tech/Comm M&A 100% 100 71% 70% 80% 54% 52% 75 60% 46% 22% 50

M&A 40% Deals Round Round (Median) % of Last Last % of 20% 25 Valuation as Valuation 0% 0 M&A of No. Q1 01 Q2 01 Q3 01 Q4 01 Q1 02 Q2 02 (Data Per U.S. Bancorp Piper Jaffray) Market Overview Close as of Weekly YTD LTM Equity Capital Markets Activity: There were 4 transactions completed in the equity capital markets last week raising a combined 9/27/02 % Change % Change % Change $1.7 billion. Deal activity consisted of 4 follow-on transactions which were comprised of 3 shelfNasdaq takedowns and 1 marketed NASDAQ 1,199 (1.8) (38.5) (17.9) transaction. On average, follow-ons traded down 19.7% in registration and down 3.5% from last trade.DJIA In the aftermarket, these DJIA 7,701 (3.6) (23.2) (11.3) transactions traded up 5.1% on average their first day and finished the week up 5.1% from offer price.S&P 500 S&P 500 827 (2.1) (27.9) (18.8) Russell 2000 Russell 2000 362 (1.5) (25.9) (7.9) Fundamental Market Overview: Brian Belski, U.S. Bancorp Piper Jaffray's Fundamental Market Strategist, made the following Philadelphia Semiconductor Index 247 (0.9) (52.8) (31.9) S&P Software Index 330 (2.7) (37.6) (16.4) comments on Technology stocks: “Technology, the final frontier.” Many investors still believe that the stock market will not be able S&P Comm Equipment Index 101 (5.4) (50.9) (35.0) to mount a recovery until Technology as a sector recovers – both in terms of price and profit. While we do not agree with such a 120 premise, we do acknowledge the importance of the sector given our near constant demands to prognosticate when and if said 110 recovery will transpire. While we believe the overall visibility in both earnings and sales growth within the sector remains limited, we 100 90 have noticed a marked improvement within the Russell 2000 Technology earnings revision trends. While the near-term earnings 80 progress displayed by the sector is not enough to change our overall sector investment weighting from “ Underweight,” the relative 70 60 and absolute progress could ultimately be a precursor for additional improvement throughout the sector . 50 40 12/31/01 1/23/02 2/13/02 3/07/02 3/28/02 4/19/02 5/10/02 6/03/02 6/24/02 7/16/02 8/06/02 8/27/02 9/18/02 NASDAQ DJIA S&P 500 Russell 2000 Philadelphia Semiconductor Index S&P Software Index S&P Comm Equipment Index U.S. Bancorp Piper Jaffray Technology/Communications M&A Weekly September 30, 2002

Technology/Communications Mergers & Acquisitions David Jacquin - Managing Director, Group Head, 415-277-1505, [email protected] Hugh Hoffman - Managing Director, 612-303-6319, [email protected] Jason Hutchinson - Managing Director, 415-277-1510, [email protected] Steve Rickman - Managing Director, 613-303-6258, [email protected] Eric Nicholson - Principal, 612-303-6378, [email protected] Adam Haynes - Vice President, 612-303-1216, [email protected] The following disclosures apply to stocks mentioned in this report if and as indicated: (#) U.S. Bancorp Piper Jaffray (USBPJ) makes a market in the Company’s securities or may buy and sell the Company’s securities on a principal basis. (^) A USBPJ analyst who follows this Company or a member of the analyst’s household has a beneficial interest in the Company’s securities. (@) Within the past 12 months, USBPJ was a managing underwriter of an offering of, or dealer manager of a tender offer for, the Company’s securities or the securities of an affiliate. (>) USBPJ has either received compensation for investment banking services from the Company within the past 12 months or expects to receive or intends to seek compensation within the next three months for investment banking services. (~) A USBPJ analyst who follows this Company, a member of the analyst’s household, a USBPJ officer, director, or other USBPJ employee is a director and/or officer of the Company. (*) A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. (**) These companies have conducted initial public offerings of their securities and are currently in the “Quiet Period.” As a result, there is no research available on these companies. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities of these companies.

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