An Over Abundant M&A Market Demands Differentiation and Positioning

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An Over Abundant M&A Market Demands Differentiation and Positioning
Software & Services M&A Report - 1H’2021

An Over Abundant M&A Market Demands
Differentiation and Positioning

intrepidib.com | Mergers & Acquisitions | Capital Markets | Strategic Advisory | A subsidiary of MUFG Union Bank
            11755 Wilshire Blvd., 22nd Floor, Los Angeles, CA 90025 T 310.478.9000 Member FINRA/SIPC
An Over Abundant M&A Market Demands Differentiation and Positioning
An Over Abundant M&A Market Demands Differentiation and Positioning
Investors’/buyers’ desks were flooded with investment opportunities in 1H’2021, as deal activity reached record
levels. Federal tax policy changes in tandem with the pandemic’s effect on prompting business owners to
consider a sale resulted in an immensely overcrowded M&A market.

With greater volume comes greater scrutiny as software investors/buyers roll up their sleeves to carefully
identify the best opportunities to realize a return on their capital. As a result, premium valuation multiples
are no longer being awarded based on growth and scale alone – MRR retention, customer diversification,
profitability, and post-pandemic positioning have all become important criteria for business owners looking to
maximize enterprise value.

Competitive differentiation and niche market positioning have proven to be just as (if not more) valuable than
maintaining strong KPIs. Consolidation is accelerating throughout Enterprise Software as the market demands
comprehensive solutions and the elimination of redundancies. Investors/buyers across the sector must
evaluate whether an acquisition target is an industry leader or an industry laggard.

In a competitive environment, companies are receiving premium valuations with double-digit multiples
becoming increasingly common in the tech M&A market. Record valuations handed out by all types of buyers
are among the main reasons why M&A spending has extended its rebound from its low of Q2’2020.

Software M&A Deal Values and Volume
                                                                                                                    1,569      1,521
                                         1,600                                                                                           $240
                                                                                                         1,418
                                                  $199
                                                                                                                                                Transac+on	
  Value	
  ($	
  in	
  billions)	
  

                                                                        1,148                                                   $172
                                         1,200               1,073                            1,094                                      $180
                                                  1,014                                                  $151
            #	
  of	
  Transac+ons	
  

                                                                                    836                             $117
                                          800                                                  $93                                       $120

                                                              $63
                                                                         $48        $52
                                          400                                                                                            $60

                                            0                                                                                            $0
                                                 2019  Q3   2019  Q4   2020  Q1   2020  Q2   2020  Q3   2020  Q4   2021  Q1   2021  Q2

Christopher Park
Managing Director, Head of Software & Services
cpark@intrepidib.com

 Source: Pitchbook
                                                                                                                                              intrepidib.com ● 2
An Over Abundant M&A Market Demands Differentiation and Positioning
Publicly Traded Companies – Software Valuation Trends

Public Stock Price Index Growth

 60%                   Sales  Enablement  SoGware             SaaS              Compliance  SoGware             Tech-­‐Enabled  Services         S&P  500

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Public Software Enterprise Value / LTM Revenue Multiples

                                                                        So2ware           S&P  500
24.0x

                                                                                           17.8x              17.4x             17.0x
18.0x                                                                                                                                            16.0x
                                                                        15.2x

               11.1x               11.2x
12.0x                                                10.3x

  6.0x
                                                                                           2.8x               3.1x               3.2x            3.4x
                2.5x               2.7x              2.2x                2.6x

  0.0x
               Q3'19               Q4'19            Q1'20               Q2'20             Q3'20               Q4'20             Q1'21           Q2'21

 Source: S&P Capital IQ; Software Index includes CRM, NOW, WDAY, TEAM, SHOP and 20 more leading public software companies
                                                                                                                                                intrepidib.com ● 3
An Over Abundant M&A Market Demands Differentiation and Positioning
Deal Spotlight

   Medallia Acquires Decibel Insights to Unlock Digital Customer Journey

Target Overview
Decibel is a leading digital experience analytics company, helping organizations make every digital interaction
effortless. The company offers the analytics software and solutions to identify, score, and prioritize user
experiences that impact conversion, sales, and loyalty across both websites and apps. Decibel’s technology is
used by companies of all sizes spanning a large cross-section of verticals including retail, financial services,
hospitality, travel, and media including Adidas, Sony, CVS and Fidelity International.

Buyer Overview
Medallia (NYSE: MDLA) is the pioneer and market leader in customer, employee, citizen, and patient experience.
The company’s award-winning SaaS platform, Medallia Experience Cloud, captures billions of experience
signals across interactions including all voice, video, digital, IOT, social media, and corporate messaging tools.

Transaction Overview
 •    Announced: March 4, 2021
 •    Transaction Value: $160 million (7.1x TTM Revenue)
 •    Consideration: Cash

Rationale
Medallia’s plans to integrate Decibel’s technology into
its customer experience and engagement platform in
order to create a comprehensive and real-time view of
customers and prospects across every relevant digital
touch point. Decibel’s solution will augment Medallia’s traditional web analytics with modern AI and machine
learning technology, allowing customers to pinpoint revenue-impacting problem areas on websites and apps.

                                                                                                       intrepidib.com ● 4
 Source: S&P Capital IQ
An Over Abundant M&A Market Demands Differentiation and Positioning
Deal Spotlight

   Precisely Acquires Infogix to Pursue Governance Software Rollup

Target Overview
Infogix provides enterprise and SMB companies with data integrity governance software. The company’s
solutions enable corporations to drive revenue growth, meet compliance and regulatory standards, and
improve operational effectiveness by managing and tracking data across the enterprise.

Buyer Overview
Precisely is a leading provider of data integrity solutions. The company offers a variety of products to help
organizations integrate, verify, locate, enrich, and engage their data. Precisely has over 12,000 customers
around the globe, including 90% of the Fortune 100 companies.

Transaction Overview
 •    Announced: May 5, 2021
 •    Transaction Value: $325 million (4.6x TTM Revenue)
 •    Consideration: Cash

Rationale
Clearlake Capital and TA Associates acquired Precisely in
March 2021 and have quickly grown the platform through
add-on acquisitions just months after. Infogix is one of
two acquisitions made by the company in June 2021,
providing unique data governance capabilities to the
Precisely platform.

                                                                                                   intrepidib.com ● 5
 Source: S&P Capital IQ
An Over Abundant M&A Market Demands Differentiation and Positioning
Deal Spotlight

   Diligent Acquires Steele Compliance to Cement Expansion into GRC

Target Overview
Steele Compliance provides comprehensive third-party due diligence solutions to clients globally. In addition, the
company offers a broad range of services that enable enterprises to manage third-party data and relationships
and comply with anti-bribery and anti-corruption compliance regulatory requirements and best practices.

Buyer Overview
Diligent is a modern and secure corporate governance and collaboration company. The company’s integrated
platform offer boards, government organizations, and senior executives a secure and intuitive solution to
access time-sensitive and confidential information during board meetings.

Transaction Overview
 •    Announced: February 19, 2021
 •    Transaction Value: ~$325 million (~8.1x TTM Revenue)
 •    Consideration: Not Disclosed

Rationale
The acquisition of Steele extends Diligent’s governance
cloud offering and creates an attractive cross-sell
opportunity across the Company’s 19,000 board-level
clients. This deal also marks Diligent’s move to position
as the dominant player in the GRC space, competing
directly with players such as NAVEX, MetricStream, and
SAI Global.

                                                                                                       intrepidib.com ● 6
 Source: S&P Capital IQ
An Over Abundant M&A Market Demands Differentiation and Positioning
Deal Spotlight

   E-Commerce Giant WeCommerce Acquires Loyalty SaaS Platform Stamped

Target Overview
Stamped offers a subscription platform for online merchants to implement and manage customer reviews
and loyalty programs through Shopify and other Ecommerce platforms. The Company leverages AI to drive
actionable insights around consumer Ecommerce behavior and trends. The company generated approximately
$11 million in annualized recurring revenue at the time of sale with estimated net retention of ~125%.

Buyer Overview
WeCommerce owns a portfolio of companies and brands in the Shopify partner ecosystem, including Out of the
Sandbox, Pixel Union, and Rehash. WeCommerce empowers Shopify merchants to leverage unique sales and
marketing software to drive revenue growth and retention.

Transaction Overview
 • Announced: March 5, 2021
 • Transaction Value: $85 million (7.7x TTM Revenue)
 • Consideration: Cash + Stock
Rationale
WeCommerce focuses on acquiring businesses in
the fragmented Shopify ecosystem that offer strong
growth potential and are leaders in their particular
market. Stamped provides WeCommerce a fast-
growing platform helping merchants build social trust
and empowering customer retention.

                                                                                                intrepidib.com ● 7
 Source: S&P Capital IQ
An Over Abundant M&A Market Demands Differentiation and Positioning
Select M&A Transactions – Software and Services

                                                                                                                                 Implied     Enterprise Value /
  Date                  Acquiror                          Target                               Target Business Description         EV            Revenue

 Jun-21     Constant Contact                SharpSpring                      Marketing automation SaaS                            $240              7.9x

 Jun-21     Lightspeed POS                  Ecwid                            eCommerce online store creation SaaS                 $500             25.0x

 Jun-21     Lightspeed POS                  NuORDER                          B2B eCommerce SaaS                                   $425             21.3x

 May-21     Sensor Tower                    Pathmatics                       Digital advertising intelligence SaaS                 $45              4.5x

 May-21     Twilio                          Zipwhip                          Business texting and customer engagement software    $850              7.7x

 May-21     Precisely                       Infogix                          Data integrity & governance SaaS                     $325              4.6x

 Apr-21     MessageBird                     SparkPost                        Email delivery SaaS                                  $600              6.0x

 Apr-21     Antares Vision                  rfXcel                           Pharmaceutical & food safety compliance software     $120              7.0x

 Mar-21     Thoma Bravo                     Applitools                       AI-powered visual testing & monitoring platform      $300             12.0x

 Mar-21     Meltwater                       Linkfluence                      Social media intelligence software                    $59              2.0x

 Mar-21     Lightspeed POS                  Vend                             Retail management SaaS & applications                $277             10.4x

 Mar-21     Sumo Logic                      DFLabs                           Security orchestration & automation SaaS              $45              9.0x

 Mar-21     Ideagen                         Qualtrax                         Compliance management & automation software           $15              2.9x

 Mar-21     Dropbox                         DocSend                          Document sharing SaaS                                $165             13.8x

 Mar-21     WeCommerce                      Stamped.io                       E-commerce marketing management SaaS                  $85              7.7x

 Mar-21     Medallia                        Decibel Insight                  Customer experience analytics software               $160              7.1x

 Mar-21     Accolade                        2nd.MD                           Video consultation platform for medical care         $460             13.1x

 Feb-21     Cision                          Runtime Collective               Social media monitoring and analytics software       $450              4.5x

 Feb-21     Diligent                        Steele Compliance                Regulatory compliance training                       $325              8.1x

 Feb-21     Kaleyra                         mGage                            Mobile marketing & messaging SaaS                    $215              1.5x

 Feb-21     CURO Group                      Flexiti Financial                Payment processing SaaS & mobile application          $85              2.1x

 Feb-21     Rocket Software                 Uniface                          Application development & deployment SaaS            $225              5.0x

  Jan-21    TPG Capital                     Centrify                         Identity & access management SaaS                    $900              8.6x

  Jan-21    Crescent Acquisiton             LiveVox                          Cloud-based contact center platform                  $840              6.5x

  Jan-21    Elisa Corporation               CamLine                          MES, quality & operational SaaS                       $77              3.3x

  Jan-21    Equifax                         Kount                            E-commerce fraud detection SaaS                      $640             12.8x

  Jan-21    HG Capital                      Prophix Software                 Corporate performance management software            $672              6.7x

                                                                                                                                     Mean           8.2x
                                                                                                                                    Median          7.1x

                                                                                                                                           intrepidib.com ● 8
Note: All amounts in millions of USD; all data sourced from S&P Capital IQ and Pitchbook. Information as of 6/30/2021.
An Over Abundant M&A Market Demands Differentiation and Positioning
Software & Services Team
Vertical SaaS | Compliance Tech | Cyber Security | Data & Analytics | HCIT | Sales Enablement | Tech-Enabled Services

Christopher Park                   Ryan Makis                   Mike McMahon                    George Nowotny
Managing Director                  Vice President               Associate                       Associate
Head of Software & Services        rmakis@intrepidib.com        mmcmahon@intrepidib.com         gnowotny@intrepidib.com
cpark@intrepidib.com

Josh Albert                        Shawnt Bazikian               Dhavan Khatri
Associate                          Analyst                       Analyst
jalbert@intrepidib.com

About Intrepid’s Software & Services Practice
Accessing capital and achieving a premium valuation requires a unique and disruptive idea, a scalable business model, vision
for sustained growth, and strong execution. Intrepid’s Software & Services practice is an innovative and focused strategic
advisory unit that has deep industry expertise assisting entrepreneurs, middle-market business owners and investors across
key subsectors, including: vertical SaaS, compliance technology, cyber security, data and analytics, HCIT, sales & enablement,
and tech-enabled services. Our bankers take the time to understand a company’s business model and advise it in defining and
articulating its vision to the market.

   intrepidib.com | Mergers & Acquisitions | Capital Markets | Strategic Advisory | A subsidiary of MUFG Union Bank
                 11755 Wilshire Blvd., 22nd Floor, Los Angeles, CA 90025 T 310.478.9000 Member FINRA/SIPC
An Over Abundant M&A Market Demands Differentiation and Positioning
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