Tech-Enabled Services Headline Transactions

Enterprise Value / LTM Revenue Enterprise Value / LTM EBITDA

LTM Gross & EBITDA Margins

10.9x 11.5x

7.0x 7.8x

15.3x

13.4x

6.6x

0.0

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

ITS Offshore ITS HostingServices

IT Staffing TransactionProcessing

Info Services VAR

30.2%

33.5%

54.4%

18.9%

42.8%

60.5%

9.0% 11.6% 16.5%

34.7%

3.7%

24.2% 26.0%

3.5% 0%

10%

20%

30%

40%

50%

60%

70%

0%

10%

20%

30%

40%

50%

60%

70%

ITS Offshore ITS HostingServices

IT Staffing TransactionProcessing

Info Services VAR

Note: EBITDA Margins in red

Target Acquirer Acquisition Synopsis

Managed Services

•

•

ANX provides managed solutions and consulting services catering to the compliance and security needs of enterprises with a specific focus in payment card security and HIPPA complianceANX will strengthen OpenText's presence in the U.S. market through its customer relationships and deep knowledge of industry specific B2B requirements

IT Services

•

•

Japan-based IMJ is a digital marketing agency providing strategy, design, development, campaign management and data analytics services With the addition of IMJ, Accenture Interactive will be able to provide a seamless end-to-end digital marketing services offering and gain invaluable insight into the local Japanese market

Managed Services

•

•

Canada-based Boardwalk Communications helps businesses build, maintain and operate secure IT infrastructure and communication networks through its solutions and servicesThrough its acquisition of Boardwalk, Charter will become a national network technology leader: Charter already has a partnership with Juniper and Avaya; Boardwalk adds Cisco to its offering

IT Services

•

•

MphasiS is an IT services company based in Bangalore, India, providing application development and integration, infrastructure strategy and other digital servicesBlackstone purchased HP Enterprise's majority stake in MphasiS, reinforcing their bullish outlook on outsourcing services (in December 2015, Blackstone invested $170m in IBS Software)

IT Services

•

•

Arryve, a business consultancy founded in 2007, has capabilities spanning marketing and sales, operations, human capital, finance and accounting, IT and corporate strategyArryve will fortify Grant Thornton's Advisory practice and allow the Company to create a regional hub in the Pacific Northwest, leveraging Arryve's footprint in Bellevue, Washington

1. Headline Transactions

1.1x

2.2x 2.0x

0.3x

3.1x 2.8x

0.2x

0.0

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

ITS Offshore ITS HostingServices

IT Staffing TransactionProcessing

Info Services VAR

3.1%

8.4%

2.8%

(4.6%)

6.8%

4.4%

(4.7%) (6%)

(4%)

(2%)

0%

2%

4%

6%

8%

10%

ITS Offshore ITS HostingServices

IT Staffing TransactionProcessing

Info Services VAR

Tech-Enabled Services MonthlyMay 2016

LTM Revenue Growth

Selected TM Capital Tech-Enabled Services Experience TM Capital’s Tech-Enabled Services Contacts

Bradford A. Adams Managing Director

617-259-2203 badams@tmcapital.com

Jarrad S. Zalkin Managing Director

617-259-2207 jzalkin@tmcapital.com

Annc. Date Sector Acquirer Target DescriptionEnterprise

Value Comments04/28/16 IT Services Cognizant

Technology Solutions Corporation

ReD Associates U.S., Inc.

ReD Associates is a strategic consulting firmspecializing in the use of human sciences tohelp business leaders better understandcustomer behavior

NA ReD Associates will work closely with Cognizant'sDigital Works division to apply deep behavioral insightsto digital strategy, ensuring technology solutions arehighly engaging

04/28/16 IT Services Philotech Systementwicklung und Software GmbH

usb Management Consulting & System Dev.

usb Management is an IT consultancy cateringto the Western European market, offeringvendor selection, integration, implementationand system management

NA With the acquisition of usb, Philotech broadens itsproduct array, expanding beyond engineering-focusedservices into the broader technology services market

04/28/16 VAR H.I.G. Capital, LLC

AVI-SPL, Inc. Previously backed by Silver Lake, AVI-SPLprovides end-to-end audio and visualcollaboration tools and other AV managedservices for enterprise clients

NA H.I.G.'s investment will position the Company tocapitalize on numerous opportunities in the growingcollaboration solutions market

04/06/16 Transaction Processing

Global Payments Inc.

Web Active Corporation Pty Ltd. (eWAY)

eWay is a merchant and omnichannel paymentsolutions services provider, capturingapproximately 25% of the online marketplacein Australia

$50.0 Global Payments plans to jointly push eWAY andBrisbane-based online payment processer Ezidebit(acquired by Global Payments in 2014) into the globalmarket place, beyond their Australasian roots

04/04/16 IT Services Saicon Consultants, Inc.

Aurionpro Solutions, Inc., IT Services Business in USA

Aurionpro Solutions' U.S. IT business servicesdivision offers solutions including product /web platform engineering, mobile appdevelopment and enterprise CRM

$10.0 Aurionpro's divestiture is in line with the Company'sstrategic plan to focus on growing its IP centric, high-margin core businesses (digital innovation, enterprisesecurtiy and industry solutions)

04/04/16 IT Services Dimension Data Holdings plc

Ceryx Inc. Toronto-based Ceryx is a Microsoft GoldCertified Partner, offering implementation andmanagement services for Microsoft'sMessaging and Collaboration Suite

NA Ceryx will reside within Dimension Data's ITaaS (IT-as-a-service) division, allowing the Company to offer a fullservices portfolio spanning multiple delivery models:on-premise, private cloud and public cloud

04/01/16 Managed Services

Zayo Group, LLC Clearview International, LLC

Clearview is a Texas-based hybrid cloudcolocation provider, operating data centersand providing consulting services around datadesign, virtualization and security

$18.9 With its acquisition, Zayo is positioned to capitalize onthe increasing demand for hybrid solutions involvingnetwork connectivity, colocation and cloudinfrastructure

3. TES Transactions

Select Tech-Enabled Services Transactions Announced in April 2016

www.tmcapital.com /technology

New York641 Lexington Avenue30th FloorNew York, NY 10022Tel: 212.809.1360

Boston201 Washington Street32nd FloorBoston, MA 02145Tel: 617.259.2200

Atlanta3575 Piedmont Road NESuite 1010Atlanta, GA 30305 Tel: 404.995.6230

TEV / EBITDA Multiples Over Time

10.9x

11.5x

7.8x

7.0x

15.3x

13.4x

6.6x3.0x

5.0x

7.0x

9.0x

11.0x

13.0x

15.0x

17.0x

Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Apr2016

TEV

/ EBI

TDA

ITS Offshore ITS Hosting Services IT Staffing Transaction Processing Info. & Data VAR

Notes: USD in millions Source: Capital IQ, Company SEC Filings, industry research and TM Capital estimates