introduction to noah advisors - noah internet conference 2013

April 2013

Strictly Private and Confidential

Introduction to NOAH Advisors

Unique Industry Know-How Core Investment Banking Competence

Unmatched Network and Relationships Full Commitment - We Are Entrepreneurs!

100% focused on Internet companies, covering over 25 sub-verticals in this highly complex industry - 20+ years active coverage of leading European

Internet companies and investors Deep understanding of industry dynamics and

thinking of industry leaders Ability to add value beyond banking advice

- Facilitates overall process and minimizes management distraction

The NOAH team has 25+ years of media investment banking experience - Routine execution of M&A and financing

transactions with sizes of several billion euros The team has been working together closely for 9

years (including 6 years at Lehman Brothers) 8 successfully completed NOAH Advisors

transactions underline successful transfer of competencies to the Internet sector

NOAH Advisors is globally very well connected and has direct access to virtually all key players in the industry - Knowledge of and strong relationships with

potential buyers’ key decision makers - Coverage of over 600 companies and 4,000

individuals - Proactively finds and unlocks attractive

investment opportunities for leading investors (e.g. Bigpoint)

Annual NOAH Conference

The NOAH team are entrepreneurs and focused on growing the business and establishing a reputation for excellence

Full commitment to deliver top quality results in short time frames

Highly success-based compensation structures align interests of clients and NOAH Advisors, and demonstrate conviction to deliver top results

NOAH Advisors - Europe’s Leading Internet Corporate Finance Boutique

Marco Rodzynek

Managing Director and Founder

Yoram Wijngaarde

Director

Jan Brandes

Director

Contact Details [email protected] UK Mobile: +44 77 85 330 330 Swiss Mobile: + 41 79958 1512

Contact Details [email protected] UK Mobile: +44 79 17 084 784

Contact Details [email protected] German Mobile: +49 174 2010 984

The NOAH Advisors Core Team

Selected Completed NOAH Transactions

2

April 2011

have acquired a majority stake in

for $350m from

Exclusive Advisor to Summit Partners and TA Associates

April 2011

Advisor to Yatego

Sale of a majority stake in

to

December 2009

Advisor to Softonic

Partial sale of

to

Valuing Softonic at €175m

July 2011

Advisor to EnGrande


to

November 2011


to Quants Financial Services AG

Exclusive Financial Advisor to grupfoni and its Shareholders

April 2012

Sale of a 100%-stake in

to

Financial Advisor to Toprural and its Shareholders

May 2012

150 million growth equity investment from

for a 50% stake alongside Fotolia’s Founders and

Additional $150 million senior debt financing Total $300 million investment

Financial Advisor to Fotolia and its Shareholders

February 2013

Exclusive Financial Advisor to Softonic and its shareholders

Growth equity investment from

for a 30% stake alongside Softonic’s Founders and Angel Investors

Attendance Development 2009 - 2012 Overview of the NOAH Conference 2012

Country Split (Top 10)

Attendees by Type

3

600 650

1,142

1,354

2009 2010 2011 2012

34%

31%

4%

4%

3%

3%

3%

3%

2%

2%

12%

Germany

UK

Netherlands

US

Israel

Switzerland

France

Spain

Russia

Sweden

Other

30%

17%

16%

12%

11%

4%

4%

4%

1%

1%

0%

Internet company

Investment fund

Start-up

Other

Media company

Consultancy firm

Angel investor

Investment bank

Law firm

Press

Traditional retailer

44 countries in total

1,350 High-Level Attendees Great Program & Speakers

Interesting Satellite Events Seven Ventures Pitch Day

Fantastic Networking NOAH Party

107 speakers from 15 countries 45 CEO company presentations 7 interviews 10 keynotes 8 panels 5 “How to…” discussions

1,354 attendees from 44 countries Over 300 CEOs All major financial investors

represented

7 startups pitch for €7m in TV ad media

Online live stream

Over 900 guests at the iconic Battersea Power Station

Music, dancing, drinking, networking, …

Large buzzing networking areas / speakers lounge

Launch of NOAH Insider - 1,300+ registrations - 600+ meetings - 4,500+ messages sent

Event Sponsors

1 2 3

€ 4m € 2m € 1m

Impressions from NOAH’12 NOAH’13

Date: 13-14 November 2013

Location: Old Billingsgate, London

Registration opens early 2013

Resources - www.noah-conference.com

- twitter.com/noahconference

- www.facebook.com/NOAHConference

http://www.indexventures.com/

http://www.noah-conference.com/




http://twitter.com/noahconference

http://twitter.com/noahconference

http://www.facebook.com/NOAHConference

The first NOAH San Francisco Conference took place on 25-26 June 2012 at the Four Seasons Hotel 55 CEOs presented their leading European Internet companies

Attendance by over 500 high-calibre guests

- Mix of senior executives from US Internet and media companies and corporates and leading Internet finance companies

NOAH San Francisco Conference 2012 Impressions NOAH San Francisco‘12 on 25-26 June

To enable European Internet companies to establish or improve relationships with their US counterparts, media executives and investors

To provide US attendees with an opportunity to meet the leaders of European Internet in one place

To facilitate mutual learning in presentation sessions about the European and US Internet market

Presenting European Companies Ideas Behind NOAH San Francisco

4

NOAH Insider Impressions NOAH Insider Overview

5

Investors Companies

People Events NOAH Insider is a social networking platform that allows:

- Companies to find investors

- Investors to find relevant opportunities

- Event participants and organisers to facilitate networking

In October 2012, NOAH Insider was launched with the imminent goal to facilitate networking at the NOAH conference

NOAH Insider was heavily used during the NOAH Conference:

- 1,300 users

- 500+ meetings organized

- 5,000+ messages sent

- 12 “Satellite Events” oversubscribed in one day

- 14,000 visits

- 135,000 page views

Public launch in late November 2012

- Launch partners: Summit Partners, Index Ventures, TechCity Investment Organisation, Holtzbrinck Ventures, Lakestar, Oleg Tscheltzoff, Oskar Hartmann, Vitaly Rubstein, Felix Haas, and Joakim Jardenberg

NOAH Insider in the press:

- TechCrunch

- The Next Web

http://techcrunch.com/2012/11/03/do-we-need-another-angel-list-noah-insider-seems-to-think-so/

http://thenextweb.com/insider/2012/10/30/an-angellist-for-europe-noah-launches-a-new-social-network-for-startup-funding-and-growth/



The NOAH Advisors Team

An entrepreneurial team of highly experienced professionals focused on Internet corporate finance advisory

Marco Rodzynek Managing Director and Founder (April 2009)

[email protected] UK Mobile: +44 77 85 330 330 Swiss Mobile: + 41 79958 1512

Yoram Wijngaarde Director With NOAH Advisors since Nov-09

[email protected] UK Mobile: +44 79 17 084 784

Jan Brandes Director With NOAH Advisors since Aug-10

[email protected] German Mobile: +49 174 2010 984

Previous Experience • Lehman Brothers, 1998 - April 2009 (acquired by

Nomura end 2008) - Head of Internet, Media Investment Banking

• 40+ completed M&A deals ($95bn+), including :

Previous Experience • Lehman Brothers, 2004 – November 2009 (Nomura

from end 2008) - Media/TMT Investment Banking

• 15+ completed M&A deals, including:

Previous Experience • Lehman Brothers, 2005 – May 2010 (Nomura from

end 2008) - Media/TMT Investment Banking

• 15+ completed M&A deals, including :

6

Nikhil Parmar Analyst With NOAH Advisors since Jul-12

Marina Khrolovich Assistant With NOAH Advisors since Jan-12

Marco Bombach Graphic Designer With NOAH Advisors since Jun-10

Previous Experience • Manager in International Business Department of

SOE "Belaeronavigation" (Civil Aviation Industry) • Specialist degree, Economics and Industrial

Management, Belarusian State University of Informatics and Radioelectronics

Previous Experience • Digital content creation, creative concept

development, covering the full audio-visual production chain, content distribution and optimization for all media channels

• 14+ years in the new media industry • 10+ years audio-visual production

Previous Experience • BSc in Economics and MSc in Economics (with

specialisation in Finance) from the London School of Economics

NOAH Advisors Milestones

A short but highly successful track record establishing NOAH Advisors as a brand in European Internet

2009 2010 / 2011 2011 / 2012

7

Unique Access to a Wide Range of Internet Investors

Internet Large Cap

Private Equity

Angels / Family Offices

Maryland Klaus Hommels

Armira

Traditional TMT & Retail

Hedge Funds VC and Growth Funds

Long lasting relationships with strategic and financial investors

Coverage of over 10,000 industry leaders: 600 target companies and 300 investors

8

http://upload.wikimedia.org/wikipedia/en/a/ac/Ant1.png

http://www.hearst.com/index.php

Unparalleled Financial Investor Presence at NOAH‘12

9

(€ million) Ho

ltzb

rin

ck

Wel

lingt

on

Act

on

End

eit

Inte

l Cap

ital

Ken

net

Fid

elit

y

Ind

ex

Pea

cock

Acc

el

Bes

sem

er

Bal

der

ton

Seq

uo

ia

R C

apit

al

Silv

erla

ke G

row

th

Car

lyle

Gro

wth

Bat

tery

Pal

amo

n

Oak

Inve

stco

rp

GM

T

Vit

ruvi

an

Insi

ght

Cyr

te

Spec

tru

m

Gre

at H

ill

Gen

eral

Atl

anti

c

War

bu

rg P

incu

s

TCV

Sum

mit

Fran

cisc

o P

artn

ers

Ver

on

is

HG

Cap

ital

Exp

on

ent

TA Silv

erla

ke

Car

lyle

Per

mir

a

3i

CV

C

Ap

ax

Pro

vid

ence

TPG

Bla

ckst

on

e

Bai

n

Ad

ven

t

Cin

ven

KK

R

H&

F

EU Office ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

US Office ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Internet Deals 1 1 1 1 1 1 1 1 2 1 1 1 1 2 2 1 2 2 2 2 2 2 1 2 2 2 1 1 1 1 2 2 2 2 1 1 2 2 1 3 2 1 3 3 3 2 3 3 1

2 5 5 5 2 5 10 5 5 5 10

10 5 15 20

20

10

10 15 2

5

20 3

0

20

10 3

0 40

20 25 4

0

25

50

30 4

0 60

50

75 1

00

10

0

50

10

0

10

0

10

0

10

0

10

0

75

12

0 15

0

10

0

75

15 2

5 30

25

25

20 25

60

25

70

35 5

0 70

50

80

60 7

5

70

12

0

10

0

70

70

70

10

0

10

0

15

0

20

0

20

0

20

0

15

0

20

0

15

0

20

0

20

0

20

0

30

0

30

0

30

0

25

0

50

0

40

0

40

0

30

0

50

0

50

0

60

0

30

0

75

0

50

0

0

100

200

300

400

500

600

700

800

0

100

200

300

400

500

600

700

800

The Universe of Financial European Internet Investors

Note: Number of previous European Internet deals: 1 - many, 2 - a few, 3 - new to the segment.

Equity Investment Size

Control Investments Only

Sweet Spot

Venture Capital Growth Funds Buyout Funds

NOAH Advisors maintains close contact with key investors in all major categories

10

Internet is a Complex Parallel Economy

Note: Values estimated by NOAH Advisors.

300 European public/private Internet companies valued at about €100 billion, of which over 150 worth over €100m

E-Commerce 173 Advanced

123 TV, Allopneus, art.com, Artnet, Artprice, ASOS, Black Circles.com, Bodaclick, Brack, Brandalley, Brille 24, CDiscount.com,

CentralPoint.nl, ComputerUniverse.net, Cool Blue, CTS Eventim AG, Cyberport, Deal United, Delticom, Digitec, ditech.at,

eBuyer, Elbee, e-shop.gr, Euronics, Glasses Direct, Glassesusa, Hawesko, HepsiBurada.com, Hofmann, Hut Group, iBOOD,

Justeat, KupiVIP, Laithwaites, LDLC, Leguide.com, M and M, MediaShopping.it, microspot.ch, Mind Factory AG,

MisterGoodDeal.com, Mydeco, mylemon.at, MyTheresa, Notebook.de, Notebooksbilliger.de, NRHolding, Ocado, Ofertix,

Offerum, paydro, PCP.ch, Pearl.de, Photoways, Pixmania, Privalia, Rue du Commerce, Seatwave, See Tickets International,

Showroomprive, Smart & Co, Spreadshirt, Steg Computer, Studio Moderna, Teknosa, Tgo.it, The eTailers, Tipp24,

TPOInformatica.com, Vente Privee, Viagogo, Wiggle, Wikimart, Wonderbox, Worldstores, Worldticketshop, Yatego, Yoox,

YouBuy.it, Zalando, Zooplus

15.7

Online Classified 12 AdvancedAuto.ru, Autotrack, autovit.ro, bakeca.it, car.gr, Casa.it, Easyroommate, Experteer, Funda, Idealista, Immobiliare.it, Jaap.nl,

Jobs.ch, Kariyer.net, meinestadt.de, milanuncios.com, Moto.it, quoka.de, Qype, ria.ua, Rightmove, Sahibinden, Schibsted,

Scout24, standvirtual.com, Stepstone, totaljobs, Trader Media Group, Yakaz, Zoopla

9.3

Online Travel 58 Mature

Availpro, BCD Holdings, bravofly, Cheapflights, easy voyage, eDomizil, eLeisure, Expotel, Fastbooking, Holidaycheck,

Hoseasons, Hostelbookers, HRS, i:FAO, INTER CHALET, Interhome, Low Cost Travel Group, OctopusTravel.com, odigeo, Pierre &

Vacances, Rumbo, Seat24, Skyscanner, spareroom.co.uk, TheTrainline.com, Travel Republic, TravelHorizon, Trivago,

VoyagePrive, Webres

8.0

Portals/Diversified 10 Mature Begreat, Interia, Onet, Rambler, RosBusinessConsulting, Seznam, Softonic, Unister, United Internet, Yandex 6.3

Lead Generation 6 AdvancedBabylon, Check24, Companeo, Conduit, Confused.com, Courtier Meilleurtaux.com, Educaedu, Emagister, Interhyp,

Moneyexpert, Moneysupermarket, MutuiOnline SpA, PagesJaunes, Perform Group, SEAT, Skyscanner, Trovit, Truvo, Twenga5.5

Betting 2 Advanced Betfair, Bwin 5.0

Online Gaming 6 Early1C Company, Alaplaya, Ankama, Astrum, Bigpoint, CCP hf, Crytek, eRepublik, Game Insight, GameDuell, Gameforge, Gamigo,

Innogames, Jagex, King.com, MindCandy/Moshi, Miniclip, Playagames, Spil Games, Travian Games4.6

Info Services 2 Advanced Acturis, Boursorama, Bureau van Dijk, Call Credit, dunnhumby, Hometrack, Juris, Mendeley, Netvibes, vlex, Zylab 3.0

Online Advertising 23 AdvancedAdconion, Adscale, Aedgency, Afilo, Antevenio, Astramedia, Criteo, Cube Group / Netsales, eCircle, Hi Media, lbi international,

Maxymiser, Metrixlab, Mythings, Netaffiliation, Sponsorpay, TradeDoubler, Zanox2.9

Anti-Virus 2 Early AVAST, AVG, Avira, eset, Kaspersky, Panda Security, Sophos 2.7

Online Payment 2 Advanced Adyen, ChronoPay, Clear2Pay, icepay, Moneybookers, ogone, Rentabili Web, Retail Decisions, Wire Card 2.2

Financial Services 5 Early eToro, IG Group, Oanda, Saxo Bank, Wonga, Zulutrade 2.2

Marketplace 6 EarlyBullionVault, Fotolia, Justgiving, Lieferheld, Livebooking Network, Restopolitan.com, Teleroute, Timocom, Tradingpartners,

TRANS European, Transporeon, Wtransnet1.7

Social Networks 1 Early Badoo, Nasza Klasa, Stardoll, StudiVZ, Sulake, Viadeo, vkontakte.ru, WAYN, Xing 1.7

E-commerce Infrastructure 3 Arsys, Bertelsman Services Group, D+S, docdata, Euroweb, Hermes, Kiala, YCD Multimedia 1.6

Paid Services/Content 3 Advanced Be2, ElitePartner, NTR Global, Parship, Spinvox, TeamViewer, Template Monster, United Maps, Wix 1.5

Content 3 Advanced Beaufort Media, Best Of Media, CCM Benchmark, Glam, Populis, VRWAY 1.3

SaaS 5 Advanced ePages Software, Huddle, IBX Group, Neteven, Rate Tiger, SOHO OS, Tagman, Veeam 1.0

Mobile Internet 1 Early 24-7 Entertainment, Acotel, Netsize, Vitaminic, Zed 0.5

Online Music <1 Early Simfy.de, Soundcloud, Spotify 0.4

Apps 1 Early Ebuddy, Nimbuzz, OVH SAS, Waze 0.3

Online Market Research 1 Advanced Metrixlab 0.2

Selected Leading European Companies Consolidation PlaySegment

Est. Aggregate

Value (€bn)

Market Size

(€bn) Maturity

11

Selected European Internet Companies with Estimated Valuation of €200m+

Europe’s Largest Internet Companies

A significant number of companies valued above €200 million

12

Selected Investor References

Name Background and Deal Experience Name Background and Deal Experience Dom Vidal (Partner Index Ventures)

Index Ventures is one of Europe’s leading Internet VC group Joined Yahoo! from Kelkoo, when Yahoo! acquired the company

in March 2004 CEO of Yahoo! Europe from 2004 to 2007 Deals: Kelkoo, Adconion, Be2, Criteo

Martin Weber (Holtzbrinck Ventures, Managing Partner)

More than 14 years of experience in the private equity industry

Has invested in more than 80 companies, built several category leading businesses in consumer internet

Deals: Brands4Friends, Parship, Experteer, GameDuell, My-Hammer, Adscale, Zalando

Harry Nelis (Partner Accel Partners)

Accel is a leading globally active VC Before joining Accel, was at Perry Capital, a $10bn hedge fund Spent a decade in Silicon Valley and was founder of E-motion Deals: Gameforge, Check24, Kayak, Netvibes, Onforce, Double

Fusion, Spreadshirt

Greg Lockwood (Partner Piton Capital)

Involved in early stage internet investing as a partner with UBS Capital and as an angel investor since 1996

Recently founded Piton Capital to invest in marketplace Sunrise, Betfair (and former Chairman of betfair)

Klaus Hommels (Klaus Hommels Capital)

Klaus is Europe's most successful and respected angel investor Joined AOL in 1995 Deals: AOL, Freenet, Skype, King.com, Stardoll, XING, Spotify,

Xing

Nicolas Massard (Principal, Abry Partners)

Principle at leading U.S. growth capital fund, joined in 2010 Joined Spectrum in January 2002 from Continuum Group, a

London-based communications venture capital firm Deals: Demand Media, Riskmetrics, Eutelsat, Classic Media,

etc.

Jonathan Meeks (Partner TA Associates)

TA Associates is a leading European growth capital investor Deals: M&M, eCircle, Micromax, AVG, Fotolia, eDreams,

GlobeOp, OpenLink, Radialpoint, Datek Online Holdings, Idea Cellular and The Island EC

Tomas Diago (Founder/CEO Softonic)

Founder of Softonic.com, one of the most visited sites in Spain with 70m monthly unique visitors

European leader in software downloading Second client of NOAH Advisors Sold a <15% stake to U.S. listed Digital River in Dec 2009

Patrick Healy (Partner Hellman & Friedman)

HF is the globally leading private equity investor in the Internet sector

Deals: Doubleclick, Getty Images, Web Reservations, IRIS, SSP

Jörg Mohaupt (Head of TMT, Access Industries)

Formerly with Providence Equity Partners, Morgan Stanley and Lehman Brothers. Co-founder of Continuum Group

Deals: Casema, Canal Digitaal, Com Hem, Digiturk, Versatel, Bibit, Perfrom Group, Acision, Warner Music

Antonio González Barros (CEO Grupo Intercom)

Founding partner and main shareholder of Grupo Intercom (founded 1995)

Intercom is a successful incubator model focused on Spain Deals: Softonic, InfoJobs, Emagister, over 20 start-ups

Jo Schull (Head of Europe, Warburg Pincus)

A bulge-bracket private equity and growth capital investor Focuses on firm's European technology, media and

communications investments, as well as its investment activities in emerging Europe

Deals: Ziggo, FiberNet, Centrum, Nectar (Loyalty Management)

Oleg Tscheltzoff (CEO Fotolia)

European serial entrepreneur. Founded Amen and Fotolia, Europe’s leading stock photography company

First client of NOAH Advisors Deals: Amen, Fotolia

Paul Tustain (CEO/Founder BullionVault)

Launched BullionVault in 2005 and since then he has overseen its expansion to the £250m turnover business it is today

Also founded SAM Systems in 1990

Lars Hinrichs (CEO HackFwd)

Founder of Xing. One of Germany’s most successful start-ups Cinco Capital is building a portfolio of holdings in private &

public companies Deals: Xing, Boettcher Hinrichs AG

John Lindfors (DST)

Head of the European Technology and the Media Investment Banking Group at Goldman Sachs

Deals: Numerous (incl. Facebook fundraising)

The best trust us and work with us

13

Completed Transactions

14

Advisor to Work4 Labs

Fund raising for

from various investors including Angel Investors

December 2011

to Quants Financial Services AG


November 2011

Advisor to AdTelligence

Fund raising for

from various investors

April 2011

Advisor to JamesList

October 2010

Investment in

by

Advisor to Softonic

Partial sale of

to

December 2009


Exclusive Financial Advisor to Fotolia and its Shareholders

May 2012

$150 million growth equity investment from

for a 50% stake alongside Fotolia’s Founders and TA Associates

Additional $150 million senior debt financing

Advisor to Fotolia

$80m partial sale of

to

April 2009

Exclusive Advisor to Summit Partners and TA Associates

April 2011

have acquired a majority stake in

for $350m from


Sale of 100% in

to

April 2012


July to December 2011

Advisor to Reach Local

Identifying European Acquisition Targets for

Advisor to BullionVault

Investment in

by

June 2010

Advisor to Yatego



April 2011

Fund raising for


Advisor to RankAbove

August 2011

Advisor to EnGrande

July 2011 Sale of a majority stake in

to

Advisor to EnGrande

Call option agreement for an investment in

by an undisclosed party

March 2011

February 2013




Repeat Business – Fotolia & Softonic

NOAH has advised each Fotolia and Softonic twice - a testimonial of strong relationships and continued trust

15

Advisor to Fotolia

$80m partial sale of

to

April 2009

Example 1: Fotolia

Example 1: Fotolia

May 2012

Financial Advisor to Fotolia and its Shareholders


for a 50% stake alongside Fotolia’s Founders and TA Associates


December 2009 February 2013

Partial sale of


Advisor to Softonic

to

Financial Advisor to Softonic and its Shareholders



NOAH relationship since late 2008

Sale of a majority stake to TA Associates in April 2009 was NOAH’s first completed transaction

NOAH had worked intensively with Fotolia and its shareholders on various strategic opportunities

In 2012, NOAH Introduced the company to KKR, with whom NOAH has as long-standing institutional relationship

NOAH relationship since early 2009

Sale of a minority stake to Digital River in December 2009 was NOAH’s second completed transaction

NOAH had worked intensively with Softonic and its shareholders on various strategic opportunities and discussed a collaboration between Softonic and Partners Group

In February 2013, NOAH acted as exclusive financial advisor to Softonic and its shareholders in a 30% sale to Partners Group

Softonic valued at €275m in a Growth Equity Investment NOAH Advisors advised Softonic on the deal, following a prior successful transaction completed in Dec 2009

February 2013




Overview of Softonic

Softonic is the globally leading online consumer guide for software and apps, that helps people discover and enjoy software on any platform

Tomás Diago created the concept behind Softonic in July 1997 and has since built the Company into a top-40 website worldwide with well over 140M users across various types of devices and platforms. Softonic is also the #1 worldwide technology website and leading European-based internet company by traffic

Following a successful global expansion, Softonic has become the worldwide #1 platform for software authors to market, distribute and monetize their products in more than 10 languages

With well over 160 million monthly downloads, Softonic has unrivalled global distribution power, enabling it to provide a unique one-stop-shop for various types of software advertising

Over 160,000 software titles are available on Softonic with expert reviews, articles and videos

Softonic has a global organization of about 350 employees, half of which are engineers and expert editors

The $150 billion consumer software market has seen a shift away from license fees and software in boxes, towards freemium online/SaaS distribution models, which has been favorable for Softonic

Mass-adoption of smartphones, tablets and app stores have led to a proliferation of software and apps

These favorable market developments, along with Softonic’s attractive high margin business model and consistent growth track-record, make Softonic a highly attractive investment opportunity that moreover has a healthy pipeline of further growth opportunities for Partners Group

Deal Teams

Transaction Summary

Tomás Diago and Partners Group make up the majority of the shareholders team and lead Softonic together. However, Partners Group acquired 30% of Softonic and is the biggest single shareholder

Partners Group will help Softonic to expand internationally, accelerate business development, and fund future acquisitions

Tomás Diago, Emilio Moreno

Walter Keller, Stephan Seissl, Eugenio Marschner, Carlos Sanz

Marco Rodzynek, Yoram Wijngaarde, Jan Brandes, Nikhil Parmar

NOAH Advisors’ Role

Softonic has been a close relationship of NOAH Advisors for over 3 years

In December 2009, NOAH Advisors advised Softonic on its sale of a minority stake to Digital River

NOAH had worked intensively with Softonic and its shareholders on various strategic opportunities and discussed a future collaboration between Softonic and Partners Group

NOAH Advisors acted as exclusive financial advisor to Softonic and its shareholders, and facilitated a steadfast execution based on in-depth knowledge of the company, the industry, and intelligence around the best potential investor candidates

16

$300m Fotolia Investment is EU’s Largest Internet LBO in 2012 NOAH Advisors has been working with Fotolia since early 2009 and introduced KKR to the deal opportunity

May 2012


for a 50% stake alongside Fotolia’s Founders and


Total $300 million investment

Exclusive Financial Advisor to Fotolia and its shareholders

Overview of Fotolia

Fotolia is the leading European crowd-sourced market place for microstock images and video content where over 3 million members to buy and license micro-stock images

The Company was founded in October 2005 by Oleg Tscheltzoff and Thibaud Elziere. Management self-funded the company to become a major internet player, with market leading positions across Europe, and strong brand recognition (known as leader and creator of micro-stock in Europe)

Over 145,000 professional and amateur photographers license their images via Fotolia

With over 17 million digital images and videos to choose from, Fotolia offers one of the largest image databases of quality, for SMEs, individuals, graphical professionals, and corporates. Fotolia websites are operated in 15 countries in 11 languages (English, French, German, Spanish, Italian, Portuguese, Polish, Russian, Japanese, Turkish, and Korean)

High structural market growth, attractive B2B online marketplace characteristics, predictable revenue streams and strong Fotolia leadership position driven by best-in-class management team make Fotolia a highly attractive growth investment for KKR

The company has a global organization of about 80 employees, headquartered in New York

Deal Teams

Transaction Summary KKR is making a $150 million growth equity investment in Fotolia for a 50% stake. In addition, KKR, TA

Associates and Management worked with KKR Capital Markets, who acted as sole arranger, HSBC, Lloyds, GE Capital, IKB and Mizuho to put in place a senior $150 million senior financing for the Company. KKR's ability to raise this amount of debt in a challenging European financing market, clearly differentiated KKR in this transaction

Although Fotolia is not raising new funds as part of the deal, the new partners will help it to expand internationally, accelerate business development, and fund future acquisitions

Fotolia received is first growth investment from TA Associates in April 2009 Oleg Tscheltzoff, Thibaud Elziere

John Meeks, Timo Kienle

Philipp Freise, Lucian Schonefelder, Vania Schlogel, Thijs van Remmen, Justin Lewis-Oakes, Valeria Rebulla

Marco Rodzynek, Yoram Wijngaarde, Jan Brandes

NOAH Advisors’ Role

Fotolia has been a close relationship of NOAH Advisors for over 3 years

In April 2009, NOAH Advisors advised the Fotolia founders in their sale of a majority stake to TA Associates

NOAH had worked intensively with Fotolia and its shareholders on various strategic opportunities and introduced the deal to KKR, with whom NOAH has as long-standing institutional relationship

NOAH Advisors acted as exclusive M&A financial advisor to Fotolia and its shareholders, and facilitated a fast execution based on in-depth knowledge the company, and intelligence around the best potential investor candidates

17

Toprural Transaction Case Study NOAH Advisors advised on the sale of the leading Spanish vacation rental website

April 2012

Sale of 100% in

to


Overview of Toprural

Toprural is a rural accommodation search engine focused on independently owned rental properties in rural France, Spain, Italy and Portugal

- Clear market leadership in Spain

The company has ~12k paid and ~30k free listings for bed-and-breakfast properties and vacation rentals

The Toprural website operates in 8 languages, including English Spanish, Portuguese, French, Catalan and Dutch and features accommodations varying from farmhouses in Tuscany to fincas in Mallorca

The company was founded in 2000, has 46 employees and is based in Madrid

Deal Team

Transaction Overview

On 2 April 2012, HomeAway Inc., the world’s largest online marketplace for vacation rentals based in Austin, Texas, USA, acquired a 100% of Toprural for an undisclosed amount in an all-cash transaction

The acquisition broadens HomeAway’s reach in Europe and adds inventory that appeals to a seekers of long weekend getaways to small towns or countryside destinations

Following the acquisition, COO Rafael Pérez-Olivares Hoepfl will serve as General Manager and replace François Derbaix, who will stay on as a consultant during the transition.

Toprural is the 18th acquisition for HomeAway Francois Derbaix, Founder and CEO Rafael Pérez-Olivares Hoepfl, COO


NOAH Advisor’s Role

NOAH Advisors has been working with Toprural and its shareholders since early 2010

Toprural and NOAH Advisors worked together intensively, exploring options with a number of strategic and financial investors

NOAH Advisors acted as financial advisor to Toprural and its selling shareholders

18

grupfoni Transaction Case Study NOAH Advisors advised on the majority sale of the market leading group buying company in Turkey

November 2011


to

Quants Financial Services AG


Overview of grupfoni

The company operates Turkey’s leading group buying site with 1.4 million members, over 300k followers on Facebook and up to 150k daily visitors

To date, the company has sold over 1.4 million coupons in over 7,000 deals in the categories restaurants, beauty, travel, nightlife amongst others

grupfoni was founded in June 2010 in Istanbul by Burak Hatipoğlu and Münteha Mangan

grupfoni has established a market leading position in the Turkish group buying market despite competition, mainly from Grupanya and SehirFirsati (Groupon)

Turkey is one of the most exciting e-commerce markets in Europe with Internet penetration of ~45% and e-commerce usage only 5% of the population the last 12 months

Young, emerging Internet population (40% are below 24, over 70% under 34) with relatively low, but increasing purchasing power

Deal Team

Transaction Overview

On 9 November 2011, Quants Financial Services AG, a Swiss investment company acquired a majority stake in grupfoni for an undisclosed amount

For majority shareholder Group Buying Global (GBG), a Zurich-based holding company run by Klaus Hommels and Oliver Jung, the transaction represents the latest in a series of highly successful exits from its portfolio of global group buying and private sales operators, following e.g. Markafoni and DeinDeal

Management shareholders will continue to lead the company, backed by its new investors Burak Hatipoglu, Co-founder and CEO Münteha Mangan, Co-founder and CSO

Sellers

GBG: Klaus Hommels, Oliver Jung, Manu Gupta AlterInvest: Samih Toukan, Hussam Khouri Emre Kurttepeli

Marco Rodzynek, Jan Brandes, Yoram Wijngaarde


NOAH Advisors has maintained a close relationship with Group Buying Global for two years and has worked with Klaus Hommels and Oliver Jung on multiple occasions

NOAH Advisors was mandated following inbound interest to acquire the grupfoni

grupfoni and NOAH Advisors worked together intensively, exploring options with a number of strategic and financial investors

NOAH Advisors acted as exclusive financial advisor to grupfoni and its selling shareholders

19

EnGrande Transaction Case Study NOAH Advisors partnered with EnGrande, exploring a range of strategic alternatives, resulting in a highly successful outcome for all parties

July 2011


the owner of

to

Exclusive Financial Advisor to EnGrande S.L.

Overview of EnGrande

EnGrande S.L. ("EnGrande" or "the Company") was established in 2003 by founder and CEO John Erceg to generate bookings for budget hotels and apartments

Following a period of rapid expansion across Europe and selected cities in America and Asia-Pacific, the Company now has more than 7,000 establishments worldwide directly contracted to its service and processes more than €80 million of bookings per annum

EnGrande's websites, which include www.budgetplaces.com, and a network of dedicated 30's city websites, such as www.london30.com and www.amsterdam30.com, are aimed at cost-conscious, mostly European leisure and business travellers

The Company employs 85 staff and is headquartered in Barcelona with offices in New York and Dublin

The EnGrande team is passionate about finding new well-located, cheap and clean establishments, partnering with hoteliers to fill their rooms profitably with a unique easy-to-use backoffice system which offers maximum administrative efficiency

Deal Team

Transaction Rationale

The online accommodation bookings market has proven to be a massive opportunity. Gross bookings of the European hotel sector are estimated to total about €85 billion per annum, of which online bookings currently account for around €14 billion

The European budget accommodation sector itself is currently worth approximately €15 billion per annum and is rapidly growing, in part due to the expansion of low cost carriers

The fragmented nature of accommodation suppliers and their low online penetration presents EnGrande with a strong opportunity to accelerate the growth of its network of providers

A key part of the growth plan is a shared commitment to grow the platform to become the leader in the budget accommodation category

Palamon Capital Partners is a leading European mid-market private equity firm

The terms of the transaction were not disclosed John Erceg (founder and CEO)

Fabio Massimo Giuseppetti, Jaime-Enrique Hugas, Ricardo Caupers Sponsor: Louis Elson



EnGrande decided to partner with NOAH Advisors, following inbound interest to acquire the Company

EnGrande and NOAH Advisors worked together intensively on exploring a wide range of strategic alternatives, while the Company grew from strength to strength was able to scale its platform rapidly

NOAH Advisors acted as exclusive M&A financial advisor to EnGrande

20

Bigpoint Transaction Case Study NOAH Advisors identified the Bigpoint opportunity early on, and re-introduced the deal to Summit Partners and TA Associates based on superior insight into the situation

April 2011

and

are jointly investing $350m to acquire a majority stake in

from

Exclusive Financial Advisor to Summit Partners and TA Associates

Overview of Bigpoint

Bigpoint was founded in 2002 by Heiko Hubertz (co-CEO) in Hamburg and has become a globally leading online gaming company, with over 185m registered users in over 150 countries, 250,000 daily registrations, millions of paying users, and 1 million+ concurrent users

Its 60 active browser games in 25 languages include core games such as Seafight and DarkOrbit, next-generation 3D games such Battlestar Galactica Online, and casual-social games such as Farmerama and Zoomumba. A strong pipeline includes The Mummy and RamaCity

Bigpoint’s games are free-to-play, with paid virtual items. Paying users spend an average of circa €20 ($29) per month and purchase over a billion virtual items every day

Bigpoint is one of the best-positioned online gaming platforms, in the sweet-spot of a market with several structural growth dynamics (fast growing $15b+ online gaming market, the $2.5b+ free-to-play model outgrowing the market) and better developer risk-return characteristics

Bigpoint has built an industry-leading platform in terms of user analytics, virtual items sales, a diversified portfolio of strong games in different segments, coupled with a strong pipeline

The company’s strong growth track-record, industry-leading profit margins, and high-quality management team made it a highly attractive investment opportunity for TA and Summit

Deal Team

Transaction Summary

TA Associates and Summit Partners are jointly investing $350 million for a majority stake. Heiko Hubertz, Bigpoint’s founder and co-chief executive, will retain his 30% stake

Comcast Interactive Capital, GMT Communications and General Electric sell down their stakes. GMT and GE will retain a minority stake. GMT and NBC Universal acquired a 70% stake in June ‘08 at a $110m valuation. They have made a fivefold return on their investment

Although Bigpoint is not raising new funds as part of the deal, the new partners will help it to expand internationally, make acquisitions and develop software

Completion is subject to regulatory approval and other standard conditions

Heiko Hubertz, Arthur Bastings, Simon Guild, Nils Holger Henning, Philip Reisberger, Tobias Reisberger, Michael Gutsmann, Jan Wergin

Scott Collins, Christian Strain, Vincent Lambert, Nicolas Slim, Ronan Gouello

John Meeks, Morgan Seigler, Khaled Heliouli



Bigpoint has been a close relationship of NOAH Advisors for close to two years

NOAH had intensively followed Bigpoint as a potential transaction opportunity and re-introduced the deal to Summit Partners and TA Associates based on superior insight into the situation

NOAH Advisors acted as exclusive M&A financial advisor to Summit and TA, bringing in-depth knowledge of the online gaming sector, the company, and intelligence around the opportunity

21

#1 Regional Advisor DACH by Real Deals

introduction to noah advisors - noah internet conference 2013

Documents