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Digital Media M&A Update Q4 2015

February 11, 2016 Table of Contents

 M&A Market Brief – Page 3

 The Year 2015 in Review – Page 4-5

 Outlook for 2016 – Page 6

 Global M&A Deal Value and Volume – Page 7

 M&A Activity: Digital Media Market Dynamics – Page 7

 Notable Digital Media M&A Transactions – Page 8-10

 Active Digital Media Acquirers, Q4 2015 – Page 11

 Top 10 Digital Media Acquirers, Full-Year 2015 – Page 11

 Publicly Traded Digital Media Firms (Valuation Table) – Page 12-13

 M&A Spotlight: Alibaba / Youku – Page 14-15

 M&A Spotlight: WPP / Yonder Media – Page 16

 M&A Spotlight: Cision / PRNewswire – Page 17

DISCLAIMER The information contained herein is of a general nature and is not intended to address the circumstances of any particular company, individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. We perform our own research and also use third party research. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. This is not an offer or recommendation to buy or sell securities nor is it a recommendation to merge, acquire, sell or exit a specific company or entity. We do not hold any equity or debt position in any of the securities listed herein as of the date of this report.

Sources for our research and data include: MergerMarket, Wall Street Journal, 451 Research, S&P Capital IQ, Company Websites, SEC Filings, Bloomber

M&A Market Brief

M&A Activity hits new high; announced M&A peaking at $4.3 tn (Mergermarket)

Worldwide United States Digital Media

• In Q4 2015, global M&A deal value • Within the US, Q4 experienced a • Overall M&A activity across the amounted to $1.38 tn. typical quarterly slow-down, with digital media industry continued to It was the highest quarter recorded 1,075 deals amounting to $528.2 grow during 2015. A total of 2,286 for the year, and the third bn, down 14.9% compared to Q3's deals related to digital media, consecutive quarter where record high (1,255 deals, US $620.7 information and technology were transactions exceeded a value of bn). announced in 2015, up from 2,218 $1 tn. during 2014, representing a growth • As the economy strengthed and of 3.1%. Aggregate deal value • Overall, 2015 was a record year for confidence within the US market increased to $237.5 bn in 2015, global M&A activity, remained high, deal value ended compared to 231.1 bn in 2014, growing 2.77%. with regions like the United States the year up 40.6% compared to and Asia exhibiting a greater 2014, beating the last high seen in appetite for deals. Despite the 2006 (4,657 deals, $1.42 tn). 4,786 • Within Adtech and Digital Federal Rate increase, the Greece deals worth $1.97 tn were Marketing, the M&A environment debt bailout, and other events of recorded in 2015, driving 46.2% of remained favorable. A total of 443 uncertainty, the total value of global M&A activity. deals were recorded for a total announced M&A activity hit $4.3 tn deal value of $10.2 bn in 2015, for a for the year, 16.6% higher than the • The Healthcare sector led the US median deal size of $23 mm. This previous high in 2007 and market in M&A activity for 2015, compared with 435 deals in 2014 representing an increase of 30.5% with deal volume totaling 530 for a for a total value of $13.9 bn and a from 2014's $3.3 tn. A total of total value of $296.9 bn, median deal value of $19.7 mm. 16,837 transactions were recorded, representing a 28.7% yoy increase. compared to 17,397 in 2014. Energy, Mining & Utilities followed • In Q4 alone, 110 transactions took closely and came in second, place for a total value of $5.8 bn. • With shareholders pushing for closing out the year at $274.9 bn. The largest transaction recorded bold M&A strategy and bank's Financial Services and Technology for a total deal value of $3.7 bn continued appetite to lend, the ended the year third and fourth, was Alibaba.com's acquisition of mega-deals phenomenon was with deal values amounting to Youku . The median prominent throughout the year. $252.0 bn and $249.1 bn EV/Revenue multiple stood at Deals >$50 bn were abundant, respectively. 1.85x in Q4 2015. EV/EBITDA was with a total of 10 that amounted to recorded at 18.2x for announced a value of $ 814.6bn, a significant • The US Technology sector transactions in the quarter (See increase compared to 2014's ultimately had a confident year. table below for highlighed $245.9 bn. But with renewed global The transaction value of $249.1 bn transaction list). uncertainty and a significant amounting from 777 deals slowdown across high-yield, the reflected a 91.9% increase lending environment might not be compared to 2014. able to sustain this moving forward.

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The Year 2015 in Review

2015 was a record year for global M&A with several regional records being broken and some of the largest deal annoucements. Total M&A value in 2015 climbed to $4.3 trillion (tr) in 2015, 29.9% above 2014 and 16.6% higher than the previous 2007 peak. U.S M&A accounted for about half of the global activity, the highest share since 2001, with seven of the ten largest transactions coming from the USA. With globalization being a major driver of M&A, cross-border activity also consitituted a significant part of the wave. More than $1trillion worth of cross-border deals were announced in 2015, making up about a third of the global value and of this, about one third was between North America and Europe.

Worldwide, seven industries reached an all-time high in 2015, driven by both global and sector specific influences. The leading industry by market share was Energy Mining and Utilities ($636.9 bn), driven by divestments and cost saving strategies. Pharma, Medical & Biotech came in second at a value of $574.6bn, and Consumer Goods came in third with $516.5 bn.

Fig 1. 2015 Global M&A Sector Breakdown

Source: MergerMarket

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The mega-deals phenomenon was also prominent throughout the year. A total of 10 transactions above $50 bn were announced, amounting to over $814.6 bn in value, compared to 2014’s $245.9 bn. The largest deal for 2015 and world’s third largest transaction in history was Pfizer’s $ 183.7bn announced purchase of Allergan. This was followed by the Anheuser-Busch InBev’s $120.3 billion bid for SAB Miller.

Fig 2. Top 3 Global M&A Deals in 2015

Announcement Deal Value Date ($US bn) Acquirer Target

11/23/2015 183.7 Pfizer Inc Allergan plc

11/11/2015 120.3 Anheuser-Busch InBev SABMiller plc

04/08/2015 81.2 Royal Dutch Shell plc BG Group plc

Some of the major drivers of this record breaking year for M&A was readily available debt finance, plenty of coorporate cash reserves, and overall confidence in the U.S as well as the global economy. An interesting rationale for the corporate mergers was tax inversion for the cross-border deals, the prime example of which is the aforementioned Pfizer – Allergan merger. Some of the big U.S companies preferred to invest their overseas earnings in acquisitions rather than repartriate the cash and pay higher taxes, a move that has become very unpopular, especially with the local politicians. An observable consequence of the availability of credit is that private equity funds came back into the buyout market and are competing with strategic buyers, unlikes the previous years when they were generally more concerned with securing exits.

However, despite the record breaking year, jitters still remain about the overall strength of the global economy and the prospects for growth especially due to the divergence in economic monetary policies across countries and regions. For instance, the U.S faced a slight ecomonic slowdown in the second half of 2015 and the IMF has since cut its growth rate forecast for 2016 to 2.8% from 3%. It also projects 1.6% rate for the European Union, in part due to the European Central Bank’s commitment to quantitative easing, which is feared will result in a decrease in bond yields. After decades of tremendous growth, has also revised its growth target to 6.5% up to the year 2020. It is currently in the midst of rebalancing its economy from an investment led and export oriented one to a more consumption driven one. An indication of this economic shift is the dominance of the services sector which now accounts for 48% of the contry’s overall economic output, compared to the industrial sector which accounts for 43%. The slowdown in the Chinese economy could have major, lasting ripple effects in the global M&A markets and cause some consolidation, especially in the commodities and logistics sectors.

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Outlook for 2016

In general, the fundamental drivers of M&A that pushed activity to record levels in 2015 are still present moving forward and 2016 is expected to be another robust year. Coorporate cash is still available and there is increasing confidence in the world economy. It is estimated that North American non-financial companies, led by the U.S, have the highest levels of cash reserves in the S&P 1200 index (estimated at 1.4 trillion in Q3 2015), putting them in a strong position for acquisitions. This is followed by European companies at $1 trillion, and Asian companies at $844 billion. Price/Earnings multiples for deals in the U.S and Asia are currently above their 15-year average. Multiples in Europe still remain at its average levels but European companies are expected to grow faster than the other developed economies, making them attractive targets for acquisitions. At the same time, M&A activity is expected to increase as businesses reshape their portfolios and dispose of non-core assets. Private equity firms are expected to be major beneficiaries of these divestments.

Technology M&A

As has been the case in recent years, the threat of disruptive innovation continues to impact traditional products and business models. Many companies are therefore launching venture funds to source and invest in new innovations and this could lead to more strategic deals. The technology macro trends that are predicted to influence tech M&A for 2016 are cloud delivery services, location-based services, digital entertainment (gaming), digital security, location-based services (LBS) and analytics. LBS services such as Uber and Lift, and GPS-enabled devices like smartphones, tablets and other handheld devices are likely to heat up. The reason is that other industries are increasingly adoptiong LBS technology to improve efficiency, for example in logistics and supply chain management to track vehicle movements and also to help manage inventory. The result of this technology adoption is significantly reduced costs. The use of GPS- enabled devices is also increasing among consumers and this comes with privacy concerns that present further opportunities for complementrary enabling technology providers such as digital security.

Digital Media, Advertising and Gaming

With the seemingly endless stream of new over-the-top services and the unprecedented unbundling of decades-old pay TV packages and business models, the digital media industry’s focus has been shifting towards new formats. In 2016, programmatic media buying by companies is expected to evolve further from traditional digital formats such as display, to new formats like and mobile. Additionally, as cross- channel audience management intitiatives, such as campaign measurement and audience identification, continue to garner much attention moving forward, companies dealing with such technologies are likely to

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be favorable targets. The gaming sector and M&A market is also expected to grow healthily through 2019. According to a report by PwC, total global video games revenue will rise at a CAGR of 5.7% over the forecast period to reach $93.2 bn by 2019.

Global M&A Deal Value and Volume

Source: MergerMarket

M&A Activity: Digital Media Market Dynamics

Source: Coady Diemar Partners

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Notable Digital Media M&A Transactions, Q4 2015

Deal Annoucement EV/ EV/ Target Acquirer Value Target Description Date Rev EBITDA (mm)

B2B mobile advertising SaaS 12/23/2015 Heyzap Inc. RNTS Media NV 20.0 and network for app developers Video-based information Tyco Retail 12/22/2015 ShopperTrak 175.0 2.3 systems, web-based Solutions customer analytics Video streaming & analytics 12/21/2015 TeraLogics LLC Cubic Corporation 30.0 SaaS

Group M (WPP Programmatic marketing 12/18/2015 The Exchange Lab Group plc) enablement SaaS Sudler & System Analytic Market intelligence database 12/16/2015 Hennessey (WPP Ltd. & CRM SaaS Group plc) PR Newswire News organization, 12/15/2015 Cision, Inc. 841.0 2.8 Association LLC Multimedia platforms

12/14/2015 AdEngage, Inc. Redirect.com Online advertising network

FocusVision Video streaming & surveying 12/14/2015 EQT Mid Market Worldwide Inc. SaaS WPP Australia and STW Media Digital marketing & 12/14/2015 New Zealand 312.6 Services Pty Ltd advertising services Businesses Multi-screen video 12/08/2015 Clearleap Inc. IBM Corporation 200.0 8.0 management SaaS

Digital marketing & 12/04/2015 The Pup Group, Inc. Perficient Inc. advertising services Media.net Online & mobile advertising 12/01/2015 Local Corporation Advertising FZ- 3.1 services LLC Cross-screen marketing Perion Network 12/01/2015 Undertone Inc. 180.0 1.3 campaigns, Display Ltd. advertising network Programmatic marketing 11/27/2015 Adazzle Limited Comcast Corp. enablement SaaS

Creative Spark Digital marketing & 11/27/2015 M&C Saatchi plc Interactive Pty Ltd. advertising services

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Playerize Network Online advertising network 11/25/2015 Perk.com Inc. 1.6 0.2 Inc. for businesses

Cinedigm Digital 11/19/2015 CONtv LLC Mobile OTT video app Cinema Corp.

Digital marketing & 11/17/2015 Fluent Inc. IDI Inc. 255.0 advertising services Monetization SaaS for video- Optimatic Media Matomy Media 11/16/2015 25.0 based mobile advertising Inc. Group campaigns Digital marketing & 11/12/2015 PointRoll Inc. Sizmek Inc. 20.0 advertising services

Yonder Media Pty Group M (WPP Mobile marketing & 11/11/2015 Ltd. Group plc) advertising services eBay Enterprise Digital Net Agency, Search engine optimization & 11/06/2015 Marketing Inc. marketing services Solutions, Inc. Mobile video editing 11/06/2015 Fly Labs Inc. Google Inc. application

Video-sharing website in 11/06/2015 Youku Tudou Alibaba.com 3,700.0 4.6 China

oOh!media Display-based advertising 11/05/2015 Inlink Group Limited 32.3 Limited network

Social event discovery 11/05/2015 Offline Labs Inc. Postmates Inc. website

Essence Digital 11/04/2015 WPP Group Plc Web marketing services Limited Endurance Constant Contact International Marketing SaaS for 11/02/2015 1,100.0 2.6 18.2 Inc. Group Holdings businesses Inc. Fleishman-Hillard Digital branding & public 11/02/2015 Fishburn Group Limited relations

Streaming video distribution 10/28/2015 1 Mainstream Inc. Cisco Systems Inc. SaaS

Litmus Software Spectrum Equity Email related campaign 10/27/2015 49.0 1.4 Inc. Investors analytics SaaS

Publishing & Advertising 10/26/2015 Say Media Inc. Time Inc. Platform

KSIX Media Digital marketing & 10/19/2015 DigitizeIQ, LLC 1.4 Holdings, Inc. advertising services

Data-driven marketing 10/16/2015 Datamyx LLC Deluxe Corp. 160.0 solutions

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Publicis Worldwide Digital marketing & 10/15/2015 August Media Ltd. [Publicis Groupe advertising services SA] Square One Digital marketing & 10/15/2015 Ansira, Inc. 55.0 Advertising, Inc. advertising services

Rain King Software Spectrum Equity Marketing lead generation 10/13/2015 67.0 Inc. Investors sales intelligence provider

Agenda 21 Digital Digital marketing & 10/12/2015 Mithril Capital plc 5.0 Holding Limited advertising services

Omnicom Media Digital marketing & 10/10/2015 RE-MIND Group advertising services Creation and management SGS International 10/09/2015 MultiAd Inc. of E-Commerce and Inc. Marketing Content

10/08/2015 Reading Room, Ltd. IDOX plc 8.6 0.6 18.7 Digital Consulting

Journal Media Newspaper publishing, 10/07/2015 Gannett Co., Inc. 302.1 0.7 12.0 Group, Inc. Digital publishing ZenithOptimedia FirstClick Search engine optimization & 10/06/2015 [Publicis Groupe Consulting Pty Ltd. marketing services SA]

10/06/2015 Frubis S.R.L. Performics Inc. Marketing Services

InFocus Video processing & 10/05/2015 Jupiter Systems Inc. Corporation collaboration systems

10/01/2015 ArcadeTown.com iWin Inc. Video game website

Median 1.85x 18.2x

Source: Capital IQ, 451 Research

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Active Digital Media Acquirers, Q4 2015

Acquirer Target Count Companies Acquired

Essence Digital Limited, Yonder Media Pty. Ltd, Cleartag, The WPP Group plc 5 Exchange Lab, STW Communications Group Ltd. (Merger) Pontomobi Tecnologia Informatica Ltda, zonefranche, Band Pte. Dentsu Aegis Network plc 4 Ltd., SAME SAME Agency SAS

Gravity4 Inc. 3 Exovue Holdings LLC, Conyak, Pixels Limited

LiveIntent Inc. 2 RetentionGrid GmbH, Mojn Ltd.

Spectrum Equity Investors 2 Rain King Software Inc., Litmus Software Inc.

Publicis Groupe SA 2 FirstClick Consulting Pty Ltd., August Media Ltd

Source: 451 Research

Top 10 Digital Media Acquirers, Full-Year 2015

Acquirer Transactions

WPP Group Plc 32

Dentsu Inc. 26

Publicis Groupe SA 18

Microsoft Corporation 18

Alphabet Inc. (Google) 14

IBM Corp. 12

Cisco Systems Inc. 10

Omnicom Group Inc. 8

Bertelsmann SE & Co. 8

Apple Inc. 8

Source: Coady Diemar Partners

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Publicly Traded Digital Media Firms Valuation Table

Digital Media/Advertising Ticker Stock Price Market Cap EV/Revenue EV/EBITDA

Interpublic Group of IPG 19.27 7.96B 1.28 9.98 Companies

Omnicom Group Inc. OMC 69.49 16.98 1.33 9.08

Publicis Groupe SA PUB.PA 66.32 14.03B 1.91 10.20

WPP plc WPPGY 112.72 29.32B 1.86 10.64

Average 1.60 9.98

Diversified Media Ticker Stock Price Market Cap EV/Revenue EV/EBITDA

CBS Corporation CBS 55.51 27.31B 2.58 11.20

Comcast Corporation CMCSA 60.14 154.97 2.85 8.33

News Corporation NWS 14.24 8.30B 0.80 10.50

The Walt Disney Company DIS 114.14 193.67B 4.07 14.20

Time Warner Inc. TWX 87.41 72.08B 3.36 12.20

Twenty-First Century Fox, Inc. FOXA 32.54 66.96B 2.49 11.31

Average 2.69 11.29

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Internet Ticker Stock Price Market Cap EV/Revenue EV/EBITDA

Alibaba Group BABA 81.27 150.16B 9.72 28.54

Amazon AMZN 434.09 202.15B 2.25 42.55

Apple AAPL 125.43 722.58B 3.49 10.15

Baidu BIDU 199.08 69.92 7.87 24.35 eBay EBAY 60.24 73.18B 3.99 14.15

Facebook FB 85.76 240.89B 17.39 37.36

Google GOOG 520.54 355.15B 4.50 13.93

IAC/InterActiveCorp IACI 79.66 6.54B 2.17 15.4

LinkedIn LNKD 206.63 26.03B 10.39 103.11

Netflix NFLX 656.94 39.83B 6.71 84.79

Yahoo YHOO 39.29 36.87B 7.11 55.95

Average 6.87 39.12

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M&A Spotlight

Alibaba Buys Youku in Deal Said to be Valued at $4.8 Billion

November 6, 2015 - Holding Ltd. agreed to buy video service Youku Tudou Inc. in a deal said to be valued at $4.8 billion in total, as billionaire seeks to stream more content to Chinese users through control of the YouTube-like site. Net of Youku’s cash, the price is about $3.7 billion, said a person familiar with the transaction who asked not to be identified because the details aren’t public.

Alibaba, China’s biggest online shopping company, raised its offer to $27.60 in cash from $26.60 last month. The new price is 35 percent above Youku’s stock price the day before the initial bid was disclosed. Youku’s board has approved the merger agreement, Alibaba, which already owned a minority stake in the company, said Friday in a statement.

Full ownership of Youku will help Ma deliver U.S. films and drama series to more than a third of China’s population as Alibaba competes with Baidu Inc. and Holdings Ltd. for the attentions of Internet users. The deal comes after he toured Hollywood to meet with studio executives, took control of a Chinese movie studio and invested in the latest “Mission: Impossible” film.

Youku and Tencent’s video sites both had about 286 million unique visitors in August, yet viewers spent more time watching content on Youku, according to data compiled by Bloomberg. Baidu’s IQiyi had 273 million visitors. More than 461 million people in China consumed video online as of June, with 354 million users accessing from mobile phones, according to the China Internet Network Information Center. That’s larger than the entire population of the U.S.

Alibaba’s shares fell 2.1 percent to $83.61 at the close in New York, reversing earlier gains after CNBC reported that Kynikos Associates LP founder Jim Chanos said investors should be bearish on the stock and recommended it as a short-sale trade. Youku jumped 7.3 percent to $26.14.

Victor Koo will remain as chairman and chief executive officer of Youku. The company, which has never posted a profit since its 2010 initial public offering, is zeroing in on U.S. studios for programming. The company, which mostly streams professionally produced content rather than amateur , plans to collaborate with U.S. entertainment producers to create content for its website, Koo said in an October 2014 interview.

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Alibaba has averaged more than two purchases a month in 2015, announcing more than $13 billion of transactions, according to data compiled by Bloomberg. Youku fits into Alibaba’s so-called multiscreen strategy -- making sure that users stay engaged in every screen, being their smartphones or desktops, said Gil Luria, an analyst at Wedbush Securities Inc. in Los Angeles.

Source: http://www.bloomberg.com/news/articles/2015-11-06/alibaba-agrees-to-buy-video-site-youku-tudou- for-27-60-a-share

GroupM (WPP) acquires mobile marketing agency Yonder Media in South Africa

November 11, 2015 – WPP announces that GroupM, the world's leading media investment management group, has acquired a majority stake in mobile marketing agency Yonder Media in South Africa.

Established in 2005, Yonder Media is a mobile-first digital and social media agency. Yonder Media's proprietary technology framework supports a broad range of services covering mobile and social media strategy, media planning, buying and management and application development. Based in Johannesburg, the agency employs around 30 people.

Yonder Media's unaudited consolidated revenues for the year ended 28 February 2015 were approximately ZAR 20 million, with gross assets at the same date of approximately ZAR 18 million.

This investment continues WPP's strategy of developing its services in fast-growing and important markets and sectors and strengthening its capabilities in digital media. WPP's digital revenues (including associates) were US$6.9 billion in 2014, representing 36% of the Group's total revenues of US$19 billion. WPP has set a target of 40-45% of revenue to be derived from digital in the next five years.

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In South Africa, the Group (including associates) generates revenues of around US$500 million and employs around 26,000 people. Across the continent of Africa, the Group (including associates) collectively generates revenues of almost US$700 million and employs over 28,000 people.

Source: http://www.wpp.com/wpp/investor/financialnews/2015/nov/11/groupm-acquires-mobile-marketing- agency-yonder-media-in-south-africa/

PR Newswire Sold to Cision for $841 Million

December 15, 2015 – UBM, the British business-events organizer, said on Tuesday that it had agreed to sell the news-release distribution service PR Newswire to Cision, the owner of Gorkana Group, for $841 million. The deal came after UBM said in September that it was in “highly preliminary discussions” with several parties to sell PR Newswire.

Under the terms of the deal, UBM would receive $810 million in cash and $31 million of preferred equity. Cision, based in Chicago, is a provider of public-relations software and analytics, and its brands include the Gorkana Group, PR Web and iContact. It is owned by GTCR Private Equity. “We are serious about building a comprehensive platform to help our clients manage the entire life cycle of communications — from influencer discovery and content distribution to engagement and campaign analysis,” Peter Granat, the chief executive of Cision, said in a news release. The transaction is subject to approval by regulators and is expected to be completed in the first quarter of next year.

PR Newswire, based in New York, distributes news releases and other marketing messages for companies, primarily in the United States and Canada. Its primary competitor is Business Wire, a similar service owned by Warren E. Buffett’s Berkshire Hathaway. PR Newswire derives about half its revenue from distribution in the United States and had about $297 million in revenue last year, according to UBM. Deutsche Bank, Barclays and RBC Capital Markets would provide debt financing to Cision as part of the transaction. UBM, based in London, organizes trade shows and is focusing more of its business on those events after its acquisition last year of Advanstar, a marketer and trade show organizer based in

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California, for $972 million in cash. The events sector accounts for more than 80 percent of UBM’s business.

“Today’s announcement represents a significant step in the execution of UBM’s ‘Events First’ strategy, the objective of which is to become the world’s leading focused B2B events business,” Tim Cobbold, the UBM chief executive, said in a news release. “The board is confident that this transaction realizes excellent value for our shareholders.” UBM said that after the transaction, it planned to return about 245 million pounds, or $371 million, to shareholders through a special dividend. Evercore and JPMorgan Chase advised UBM on the transaction.

Source: http://www.nytimes.com/2015/12/16/business/dealbook/pr-newswire-cision-sale.html?_r=0 Solganick & Co., Inc. is an independent investment banking and M&A advisory firm focused exclusively on the global Software, IT Services and Digital Media industry sectors. We cover the Digital Media sector comprehensively including digital and advertising agencies, advertising software and technologies, Internet, ecommerce and media conglomerates. We advise buyers and sellers of companies and efficiently execute M&A transactions that help increase shareholder value. Our professionals have advised on $20+ billion in M&A transactions to date and have current clients and relationships globally with entrepreneurs, companies and leading private equity firms within the sectors we cover.

Please contact us for information regarding this report or to inquire about an M&A transaction.

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