Marketing, Media & Technology - Petsky Prunier

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2H12

Deal Notes

M&A and Investments Review

Marketing, Media & Technology

 2012 Review of M&A and Investment Activity in the Marketing, Media & Technology Industries:

Overview

1

Segment Analysis

2,433 Transactions Totaling a Reported $58.7 Billion, including Eight +$1 Billion Transactions During the Year Digital Media/Commerce was the Most Active and Highest Value Segment Overall in 2012 with 1,034 Transactions and a Reported $24.8 Billion in Aggregate Deal Value



Digital Media/Commerce

5



Digital Advertising

6



Marketing Technology

7

Agency/Consulting

8



Marketing Services

9



OOH & Specialty Media

10

Recent Transactions

11

About Petsky Prunier

12

Marketing Technology was the Second-Most Active Segment with 757 Deals Announced, of which 501 Reported Value Totaling $11.3 Billion During 2012, Petsky Prunier tracked 2,433 M&A and investment transactions for a total of $58.7 billion across six broad segments: Digital Media/Commerce, Digital Advertising, Marketing Technology, Agency/Consulting, Marketing Services and Out-of-Home & Specialty Media. Digital Media/Commerce was the most active segment with 1,034 transactions, of which 711 reported value totaling $24.8 billion. Of eight +$1 billion transactions during the year, three acquisitions worth $6.5 billion were reported in the Digital Media/Commerce segment.

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Marketing, Media & Technology Industries

Marketing, Media & Technology Industries

4Q11–4Q12 M&A and Investment Activity

2012 M&A and Investment Activity

($ in Billions)

($ in Millions)

Securities offered through Petsky Prunier Securities, LLC

1

Deal Notes Second Half 2012

M&A Activity There were 1,103 mergers and acquisitions in 2012, accounting for 45 percent of aggregate deal volume. Of those deals, 298 reported $44.9 billion in total deal value. Digital Media/Commerce was the most active M&A segment with 356 transactions announced, of which 102 reported $16.5 billion in aggregate deal value. eCommerce was the most active and highest value subsegment, with 74 acquisitions announced, of which 26 reported $7.4 billion in total deal value. In comparison to 2011, reported M&A value in the eCommerce subsegment rose 19 percent, while activity was flat. Another active subsegment was Vertical Search, in which M&A activity increased 70 percent from 2011. Excluding Priceline’s pending cash-and-stock deal for newly-public Kayak Software for $1.6 billion (net of cash and debt), aggregate reported deal value in the subsegment increased from $17 million in 2011 to $1.8 billion in 2012. In addition to The Carlyle Group’s $3.3 billion acquisition of stock photography company Getty Images, the largest deals in the Digital Media/Commerce segment during the second half of the year included: Permira’s $1.6 billion acquisition of genealogy website Ancestry.com, at an enterprise value of $1.5 billion and a valuation of 3.5x revenue and 10.5x EBITDA NEXON’s $468 million acquisition of Gloops, a Japan-based Web and mobile gaming company, at a valuation of 1.5x revenue and 12.2x EBITDA IAC/InterActiveCorp’s $300 million acquisition of About.com, which offers an online information service, which was valued at 2.7x revenue and 7.4x EBIT Marketing Technology was the second-most active M&A segment in 2012 with 293 transactions announced, of which 82 reported $7.2 billion in aggregate deal value. Activity in the segment during 2012 was driven by heightened competition among technology and software companies that are building diversified analytics, production and workflow management stacks. Transactions announced during the second half of the year included: Oracle’s planned purchase of newly-public Eloqua, which provides SaaS-based B-to-B marketing automation solutions focused on demand generation and lead management, for $810 million, valuing the company at $871 million net of cash, or 9.7x revenue

Sony’s $775 million acquisition of So-net Entertainment, a Japanbased Internet service provider, at a valuation of 1.6x revenue and 10.6x EBITDA Cisco Systems’ acquisition of ThinkSmart Technologies, an Irelandbased software company that delivers location data analysis using Wi-Fi technology The third most active M&A segment in 2012 was Agency/Consulting with 244 transactions announced, of which 49 reported $9.2 billion in total deal value. Digital Agency was the most active subsegment with 99 deals announced, of which 19 reported $7 billion in aggregate deal value, up 715 percent from the reported figure in 2011. With $468 million and $115 million in reported value, the Public Relations and General Agency subsegments also accounted for a large portion of the increase in deal value in the segment, up from $17 million and $41 million, respectively, in reported deal value in 2011. In addition to Dentsu’s $4.9 billion acquisition of Aegis Group, notable deals in the Agency/Consulting segment during the second half of the year included: Alliance Data Systems’ $460 million acquisition of Hyper Marketing, one of the largest, privately-held digital marketing services groups in the U.S., valuing the company at slightly more than 9.0x EBITDA Gresham Private Equity’s $40 million acquisition of Investis, a UK-based online corporate communications services provider There were 101 acquisitions announced in the Digital Advertising segment, of which 26 reported $2.5 billion in aggregate deal value. Digital Video was the highest value subsegment, accounting for 48 percent of the segment’s M&A value and recording a 142 percent increase in reported M&A value from 2011. Mobile Marketing was the most active subsegment with 28 deals announced. Transactions in the segment during the second half of the year included: DealerTrack’s $49 million acquisition of ClickMotive, a provider of interactive marketing solutions for the automotive retailing industry, valuing the company at more than 3.0x revenue Definition 6’s $25 million acquisition of Synaptic Digital, which operates as a multichannel video creation and distribution company that helps brands tell their stories across earned, owned and paid media

2012 Most Active Strategic Buyers by Number of Transactions

Buyer Publicis Groupe WPP Group Dentsu Google Omnicom Group Facebook IBM Twitter Gannett Company Havas Groupon

Number of Transactions 17 16 13 10 8 7 6 6 5 5 5

Representative Targets Bartle Bogle Hegarty, Indigo Consulting, LBi International, MarketGate, Pixelpark AKQA, CarnationGroup, EffectiveUI, IDEA, OOO Jvision, Predictys, TCP Printing Aegis Group, Catch Stone Advertising, IQ Mobile, ML Rogers, Netsociety, Roundarch BufferBox, Frommer's Travel Guides, Meebo.com, Sparrow, Wildfire Interactive Adam & Eve Group, Medical Collective Intelligence, NIM Digital, Philippe Becker Design Face.com, GazeHawk, Glancee, Instagram, Karma Science, Lightbox, TagTile Butterfly Software, OutStart, Red Bend Software, TeaLeaf Technology, Worklight Hotspots.io, Posterous, RestEngine, Sense Networks, Summify, Vine BLiNQ Media, Fantasy Sports Ventures, Mobestream Media, Quickish, Rovion Boondoggle, Creative Lynx, Ignition, Snapworx Mobile, Victors & Spoils DITTO.ME, FeeFighters, Kima Labs, Savored, UpTake Networks

2

Deal Notes Second Half 2012

Investment Activity

Buyer & Investor Activity

Investments accounted for 55 percent of overall volume and 24 percent of reported deal value in 2012, with 1,181 investments reporting $13.8 billion in aggregate deal value. Digital Media/Commerce was the most active and highest value segment with 678 deals announced, of which 609 reported $8.3 billion in aggregate deal value. The three most active subsegments were eCommerce, Social Media/Apps and Mobile Content/ Apps, together accounting for 68 percent of investments in the segment. Digital Media/Commerce investments during the second half of the year included:

Strategic buyers announced 1,041 transactions, of which 262 reported $35.4 billion in aggregate deal value. Reported deal value rose 35 percent in 2012 despite a 15 percent decrease in activity from 2011. Sixty percent of the acquisitions by strategics occurred within the Digital Media/Commerce and Marketing Technology segments, while another 22 percent were announced within the Agency/Consulting segment.

The $105 million Andreessen Horowitz-led investment in Fab.com, a design-focused flash sales company, at a $600 million valuation The $78 million Rho Capital Partners-led investment in JustFabulous, which provides a subscription-based fashion brand and retail site The $55 million Institutional Venture Partners-led investment in Care.com, which operates as an online marketplace connecting people seeking care services Marketing Technology was the second most actively invested segment, with 464 announced deals, 419 of which reported $4.1 billion in total deal value. Volume in the segment increased 19 percent from 2011. Content Management was the most active subsegment in 2012 with 89 investments announced, of which 81 reported $850 million in total deal value. Investments in the CRM subsegment increased 88 percent from 2011, while reported value rose 255 percent to $159 million. Investments in the segment during the second half of the year included: The $85 million investment in Evernote, which operates a personal data and productivity management application for the Web and mobile devices, from m8 Capital, Valiant Capital and T. Rowe Price, at a $2 billion valuation The $60 million Redpoint Ventures-led investment in Zendesk, a customer services company offering Web-based SaaS-delivered help desk/support The SoftBank Capital-led $39 million investment in retargeter Criteo at a valuation of $800 million

Buyout firms announced 62 acquisitions, of which 36 reported $9.5 billion in aggregate deal value. Twenty-nine of those transactions were in the Digital Media/Commerce and Agency/Consulting segments, accounting for 47 percent of buyout volume and 65 percent of reported value. Buyout transactions announced during the second half of the year included: Onex’ $810 million buyout of SGS International, which provides digital design-to-print graphic services to the consumer products packaging market, valuing the company at $1.1 billion, or 2.7x revenue and 12.5x EBITDA Compass Investment Partners’ $129 million acquisition of PSC Info Group, a provider of multichannel customer communication solutions that facilitate billing, payments and revenue acceleration, to be incorporated into its portfolio company DANTOM Systems Catterton Partners’ $100 million buyout of ePrize, a provider of digital engagement solutions specializing in mobile, social and Web campaigns H.I.G. Capital’s buyout of Womensforum.com, an online community for women, baby boomers, teens and girls Compared to 2011, investment transaction volume was up three percent, while reported value decreased 40 percent. Venture and growth capital investors announced 1,330 transactions, of which 1,181 reported $13.8 billion in aggregate deal value. Google Ventures, 500 Startups and Andreessen Horowitz were the most active investors, with 22, 19 and 18 investments, respectively, during 2012.

2012 Most Active Investors by Number of Transactions

Buyer Google Ventures 500 Startups Andreessen Horowitz Accel Partners New Enterprise Associates Atlas Venture Battery Ventures Benchmark Capital Intel Capital General Catalyst Partners Crosslink Capital Foundry Group Index Ventures Kleiner Perkins Caufield & Byers Norwest Venture Partners

Number of Transactions 22 19 18 17 17 13 13 13 12 11 10 10 10 10 10

Representative Targets Adelphic Mobile, ClearStory Software, DocuSign, Machinima, Pocket Change, Roqbot 955 Dreams, biNu. Compstak, LocBox Labs, Love With Food, Mile High Organics, PealTix AgLocal, Belly, DogVacay, Firespotter Labs, Jumio, Kynetic, Mixpanel, NationBuilder Avito.ru, BaubleBar, BeachMint, DragonPlay, Dropcam, Endorse, HouseTrip, Trifacta Bedrocket, BloomReach, CareZone, Compass Labs, Freshplum, Lithium Technologies DraftKings, Flashnotes, Heavy Bits, InsightSquared.com, Lookout Gaming, LuckyLabs Modria, Neolane, Platfora, RelayFoods.com, Sosh, Sprinklr, Streak, SumAll, Tealium 1stdibs.com, Archify, Elasticsearch, MedicAnimal.com, NaturalMotion, ResearchGate BrightEdge, CashStar, Eruditor Group, Indisys, Mural.ly, Rancard Solutions, Spealtoit BigCommerce, ClassDojo, CoachUp, JAND, Locu, StyleSaint, This Technology, Yottaa 500friends, Affine, Flit, Flurry, GraphDive, InboundWriter, Pearl.com, RichRelevance Attachments.me, Betabrand, BigDoor Media, DataHero, FullContact, isocket, Jirafe Amen, Brit Media, Farfetch.com, PeoplePerHour, Secret Escapes, Tripbirds, Snapchat Airtime Media, Dollar Shave Club, Drawbridge, I-Media, Lockerz, SoundCloud, Wello Act-On Software, Elemental Technologies, Extole, Komli Media, Manta Media, ModCloth

3

Deal Notes Second Half 2012

IPO Activity There were 18 IPOs in the Marketing, Media & Technology industries in 2012. Five of these were done in the second half of the year, including Eloqua, Fleetmatics Group, Shutterstock and Trulia, which priced at the high-end or above their initial filing ranges, and YY, which priced at the low-end of its range. Of all the companies to go public in 2012, only Acquity Group, Demandware, Eloqua, Fleetmatics, Kayak, Shutterstock, Synacor, VIPshop and YY closed 4Q12 trading above their first trading day closing price. Exponential Interactive and Professional Diversity Network filed to go public in 2012 but have yet to price.

Marketing, Media & Technology Industries

4Q12 M&A and Investment Activity ($ in Millions)

4Q12 M&A and Investment Summary In 4Q12, Petsky Prunier tracked 613 M&A and investment transactions, of which 379 reported $12.7 billion in aggregate deal value. As in previous quarters, Digital Media/Commerce was both the most active and highest value segment, accounting for 44 percent of all deals announced and 62 percent of aggregate reported deal value. The largest deal in both the segment and the quarter was Priceline’s pending acquisition of newly-public Kayak Software for $1.6 billion (net of cash and debt). Priceline’s offer of $40 a share in cash and stock was a 29 percent premium to Kayak’s closing price on the day of the announcement and 54 percent higher than its recent IPO price. The next most active segment was Marketing Technology with 190 transactions, of which 123 reported $2.3 billion in total deal value. The largest acquisition during the quarter in the Marketing Technology segment was Oracle’s announcement of its pending purchase of newlypublic Eloqua for $810 million in an all-cash deal.

4

Deal Notes Second Half 2012

Digital Media/Commerce M&A and Investment Activity In 2012, Petsky Prunier tracked 1,034 transactions (356 acquisitions and 678 investments) in the Digital Media/Commerce segment, of which 711 reported value totaling $24.8 billion. Despite a robust year, fourth-quarter activity and value increased just six percent and 13 percent, respectively, from 3Q12. eCommerce was the leading subsegment in 2012, with 272 transactions announced (74 acquisitions and 198 investments), followed by Social Media/Apps and Mobile Content/Apps, which together accounted for 36 percent and 14 percent of the segment’s total activity and reported value for the year. Deals announced in 2012 were completed at mean multiples of 3.0x revenue and 14.3x EBITDA. Transactions announced during the second half of the year included: Time Warner Group’s $175 million acquisition of sports-focused digital media company Bleacher Report at 5.8x revenue Burda Digital’s $171 million acquisition of a 61 percent stake in Germany-based XING, which operates an online professional network website, at 3.2x revenue and 10.2x EBITDA j2 Global Communications’ $167 million acquisition of Ziff Davis, a technology-focused digital media company, at 2.8x revenue There were also a number of high-value investments announced in 2012, including: The $100 million investment in Spotify, an Internet music services company, from multiple investors including Goldman Sachs Group, at a valuation of approximately $3 billion The $85 million Andreessen Horowitz-led investment in flash sales site operator Zulily, at a $1 billion valuation

Most Active Digital Media/Commerce Subsegments Most Active Digital Media/Commerce Subsegments 3Q12

Subsegment eCommerce Social Media/Apps Mobile Content/Apps Gaming Niche Content Classifieds/Auctions/P-to-P Digital Promotion/Coupon Vertical Search Local Search Comparison Shopping Web Search/Portals Domain Portfolio/Marketplace Virtual Goods Total

Number of Transactions

4Q12 Reported Value ($MM)

Number of Transactions

2012 Reported Value ($MM)

Number of Transactions

2012 vs 2011 Reported Value ($MM)

(% Change) Number of Reported Transactions Value

70 49 38 38 19 18 6 6 4 4 0 0 1

4,630 316 230 532 845 108 158 29 84 15 0 0 5

69 55 48 29 17 18 3 12 17 1 0 0 0

2,604 683 143 704 197 149 37 3,077 256 2 0 0 0

272 215 158 124 77 69 32 37 32 12 4 1 1

11,377 2,340 1,209 2,975 1,150 1,043 350 3,594 456 281 4 15 5

13% (13%) 21% (12%) (43%) 15% (72%) 106% 28% (54%) (71%) (91%) NM

(5%) (46%) 78% (14%) 12% (46%) (87%) 4,864% 41% (57%) (99%) (18%) NM

253

6,951

269

7,852

1,034

24,799

(11%)

(10%)

Buyer & Investor Activity

Most Active Marketing Technology Subsegments 3Q12

4Q12

2012

2012 vs 2011

(% Change) During the year, Groupon and Facebook were the most active strategic buyers in the segment, announcing five and four deals, respectively. The most Number of Reported Number of Reported Number of Reported Number of Reported active investors in the segment were Accel Partners, Andreessen Horowitz, and Google Ventures, which led 15, 13,Transactions 12, and 11 investments, Transactions Value ($MM) Transactions500 Startups Value ($MM) Transactions Value ($MM) Value Subsegment respectively, in 2012. In the fourth quarter, reported153 strategic deal value while volume was flat 1,316 from 3Q12. Private Content Management 46 28 more than tripled, 340 133 71% equity acquisitions 70% Social Technology 23 50 115 1,902 (4%) 3% were up 133 percent in the fourth quarter compared359 to 3Q12, while 21 venture and growth capital investors announced deals. Analytics & Reporting 21 97 19 65 76 28114 additional 23% (63%) Mobile Technology Online Targeting/Optimization Commerce Management BI tools MRM/Workflow Management SFA/Lead Management Email/Messaging Software CRM Ad Serving Buyer Type

13 46 15 136 56 764 14 133 10 164 47 422 17 207 11 43 45 385 7 48 13 440 39 986 Digital Media/Commerce Transactions by Type of Buyer 8 24 13 82 31 268 7 11 28 963 3Q12 78 4Q12 791 2012 6 72 6 38 26 783 5 71 6 29 25 1,124 Number of Reported Number of Reported Number of Reported 5 13 ($MM) 4 11 ($MM) 20 198 ($MM) Transactions Value Transactions Value Transactions Value

Digital Media/Commerce Transactions by Type of Buyer/Investor

Subtotal Strategic Other Equity - Buyout Private Private Equity - VC/Growth Capital Total Total

172 84 36 3 166 208 253

1,302 1,528 1,280 3,305 2,119 2,582 6,951

157 82 33 7 180 190 269

2,187 4,644 138 1,842 1,366 2,326 7,852

641 340 11616 678 757 1,034

9,393 11,079 1,929 5,456 8,264 11,322 24,799

(35%) (35%) 21% (58%) (36%) (90%) 63% (35%) 72% 541% 115% 2012 vs 2011 321% 18% (% Change) 163% (19%) (28%) Number of Reported 33% 10% Transactions Value 11% (24%) (21%) 0% (03%) 4% (11%)

(29%) 19% (71%) 134% (48%) (43%) (10%)

"Other" includes Content Delivery Network, Creative Production Platform, Data Quality, Internet Service Providers, Market Research Technology, Marketing Asset Management, Media Management System, Product/Price Software, Search & Discovery, Segmentation/Data Mining, SEM/SEO Tools, Teleservices/eServices, to Print and Website Creation/Hosting Marketing Technology Transactions by TypeWeb of Buyer 3Q12 Buyer Type Strategic Private Equity - Buyout Private Equity - VC/Growth Capital Total Subsegment

Digital Agency Public Relations General Agency

Number of Transactions

4Q12 Reported Number of Reported Number of Value Most ($MM) Active Transactions Value Subsegments ($MM) Transactions Agency/Consulting

76 3Q12 1,516 3 100 129 966 Number of Reported 208 2,582 Transactions Value ($MM)

24 10 5

2012

69 4Q12 1,431 2 0 119 895 Number of Reported 190 2,326 Transactions Value ($MM)

Reported Value ($MM)

282 6,730 2012 11 493 464 4,099 Number of Reported 757 11,322 Transactions Value ($MM)

5,566 24 662 109 Transactions 37Agency/Consulting 8 430 by Type of Buyer 33 0 3 24 25 3Q12 4Q12

7,035 468 116 2012

2012 vs 2011 (% Change) Number of Reported Transactions Value (10%) 2012 vs 2011 (44%) (52%) (86%) 19% (% Change) (04%) Number of Reported 4% (43%) Transactions Value

20% 14% (17%)

615% 2,619% 2012 vs 2011 24%

5

Deal Notes Second Half 2012

Digital Advertising M&A and Investment Activity There were 222 transactions (101 acquisitions and 121 investments) announced in the Digital Advertising segment in 2012, of which 135 reported value totaling $3.6 billion. Mean EV/revenue and EV/EBITDA in 2012 were 3.9x and 18.0x, respectively. Compared to 3Q12, volume and value in the fourth quarter increased six percent and 12 percent, respectively. With continued increases in mobile engagement and growing mobile advertising spending, Mobile Marketing was the most active subsegment throughout 2012 with 63 transactions (28 acquisitions and 35 investments) announced. Digital Video was also active with 14 acquisitions and 41 investments announced for a total of 55 transactions, reflecting buyers’ efforts to leverage increasingly important and comparatively high CPM ad units. Transactions announced in the second half of the year from these leading subsegments included: The $40 million investment in Russia-based Ivi.ru, which operates an online portal with free video content, led by private equity firm Baring Vostok. The funds will be used to build out the company’s technology and content catalog, amid rumors that Hulu and Netflix are considering expansion into the Russian market The $25 million Crosslink Capital-led investment in Flurry, a provider of mobile advertising and analytics solutions, bringing the company’s total funding to more than $50 million Additional transactions from the second half of the year included: MediaPost Communications’ $43 million acquisition of a 64 percent stake in Adverline, a France-based media group engaged in the sale of ad space and publishing of Internet content, at 2.0x revenue and 18.4x EBITDA The $28 million Keating Capital-led investment in mobile advertising network JumpTap Digital Media/Commerce Transactions by Type of Buyer

3Q12

4Q12

2012

Number of Reported Number of Reported Number of Most Active Digital Advertising Subsegments Most Active Digital Advertising Subsegments Buyer Type

Strategic Private Equity - Buyout Private Equity - VC/Growth Capital Total Subsegment

Mobile Marketing Digital Video Ad Networks/Exchanges Online Lead Generation Search Marketing Affiliate/CPA Network Buyer Type Game Advertising Email Services Strategic Private Total Equity - Buyout Private Equity - VC/Growth Capital

Transactions

Value ($MM)

84 3Q12 1,528 3 3,305 166 2,119 Number of Reported 253 Transactions Value6,951 ($MM)

Transactions

Value ($MM)

82 4Q12 4,644 7 1,842 180 1,366 Number of Reported 269 Transactions Value7,852 ($MM)

Reported Value ($MM)

Transactions

2012 340 11,079 16 5,456 678 8,264 Number of Reported 1,034 24,799 Transactions Value ($MM)

14 90 14 88 63 644 Marketing Technology Transactions 12 136 14 102 by Type of Buyer 55 1,537 7 9 52 33 321 3Q12 53 4Q12 2012 8 66 5 29 30 290 6 0 5 61 16 126 Number of Reported Number of Reported Number of Reported 1 0 3 15 14 610 Transactions Value Transactions Value Transactions Value 2 0 ($MM) 2 9 ($MM) 6 14 ($MM) 0 76 0 1 69 30 5 44 1,516 1,431 282 6,730 493 50 3 345100 53 2 386 0 222 11 3,585 129 966 119 895 464 4,099

Total

208

Buyer & Investor Activity

2,582 Most Active

3Q12

190 2,326 Marketing Services Subsegments 757

4Q12

Agency/Consulting Transactions by Type of Buyer

11,322

2012 vs 2011 (% Change) Number of Reported Transactions Value (24%) 2012 vs 2011 19% 0% (% Change) 134% (03%) (48%) Number of Reported (11%) (10%) Transactions Value

(23%) 3% 8% 23% (42%) 2012 vs 2011(71%) (50%) (46%) (% Change) (16%) (76%) Number of Reported 40% 752% Transactions Value 100% (82%) (55%) 156% (10%) (44%) (52%) (86%) (24%) (15%) 19% (04%) 4%

(43%)

2012 vs 2011

2012

(% Change) Number of2012 vs 2011 Reported Strategic buyers accounted for in byTransactions strategics(%inChange) 4Q12Value Subsegment Number of Reported Number of Reported Number ofand growth Reported Number of announced Reported increased four percent and five percent, from the previous There capital investments Printing Services 9 respectively, 1,095 5 quarter. 601 were 121 venture 32 1,697 33% 1,315% Transactions Value ($MM) Transactions Value Transactions Value ($MM) Transactions Value Buyer Type 20 ($MM) 14 40% (19%) inLogistics 2012, of which 29 were announced44 in the fourth42 quarter. In 2012,44 private equity firms announced three deals426 in the segment, for $73 million Loyalty/Retention 33 12 14 93 8% (9%) Strategic 51 5,584 51 948 231 8,477 (01%) 321% Retail Services 1 1 0100 6 4 323188 1113 754 57% (68%) Equity - reported Buyout 700 (41%) (58%) inPrivate aggregate deal value. Fulfillment 1 7 60 70 1 6 0 12 431 60 (20%) (54%) Private Equity - VC/Growth Capital 127 19% (68%) Data Processing/Enhancement 1 129 0 0 3 130 0% 278% Total 59 5,754 61 1,149 275 9,304 (2%) 128% Database/Analytics 1 15 1 0 3 21 (75%) (53%) Ad Specialty/Premiums 2 5 0 0 2 5 (60%) (61%) Lettershop 2 20 Digital Advertising 0 Transactions0by Type of Buyer 2 20 (50%) NM 3Q12Reported Number of 44 percent of all Value 2012($MM) deals Transactions

4Q12Reported Number of the segment. TheValue aggregate Transactions ($MM)

2012 Reported Number of reported deal volume and value Transactions Value ($MM)

Digital Advertising Transactions by Type of Buyer/Investor Subtotal Other

25 0

3Q121,400 0

Total 25 Number of Transactions Buyer "Other"Type includes Channel Services and List Broker/Manager Strategic 23 Private Equity - Buyout 2 Private Equity - VC/Growth Capital 25 3Q12 Total 50 Subsegment B-to-B Media Digital Place-Based Media Traditional Outdoor Yellow Pages Total

Number of Transactions

21 0

4Q12

957 0

85 2

2012 3,206 0

1,400 Reported Value ($MM)

21 Number of Transactions

957 Reported Value ($MM)

87 Number of Transactions

110

24

116

98

215

29

270

121

345

53

386

222

20 0 & Specialty Media 0 3 Most Active Out-of-Home Subsegments

Reported Value ($MM)

4Q12

Number of Transactions

Reported Value ($MM)

Number of Transactions

2012

3,206 Reported Value ($MM)

2% (60%)

2012 vs 2011 (3%) (% Change)(100%) (1%) (6%) Number of Reported Transactions Value

2,385 73 1,128

(32%) 50% (18%)

3,585

(24%)

Reported Value ($MM)

2012 vs 2011

20% 13% (47%)

(15%) (% Change) Number of Reported Transactions Value

6 4 5 1

217 50 120 1,477

10 5 4 0

51 24 2 0

26 16 13 3

427 80 3,781 2,231

37% (33%) 44% 200%

127% (64%) 1,642% 325%

16

1,864

19

77

58

6,518

9%

465%

6

Deal Notes Second Half 2012

Marketing Technology M&A and Investment Activity A total of 757 deals (293 acquisitions and 464 investments) were announced in the Marketing Technology segment in 2012, of which 501 reported value totaling $11.3 billion. The fourth quarter slowed compared to 3Q12, with a nine percent and 10 percent drop in volume and reported value, respectively. Content Management was the most active subsegment in 2012, with 133 announced transactions, of which 95 reported $1.3 billion in aggregate deal value. Compared to 2011, volume and reported value in the subsegment each increased more than 70 percent. Content Management transactions in the second half of the year included: Perion Network’s $41 million acquisition of SweetIM Technologies, an instant messaging technology development company offering an emoticon and Internet chat add-on, valuing the company at 1.4x revenue and 4.6x EBITDA Markets.com’s $37 million acquisition of Crossrider, an Israel-based company operating a platform that enables Web developers to make extensions that work across various browsers Brightcove’s $30 million acquisition of Zencoder, an audio and video encoding/transcoding SaaS company, which was completed at 15.0x the company’s expected year-end revenues Most Active Technology Subsegments

3Q12

4Q12

2012

2012 vs 2011

Investment activity during 4Q12 was led by the Content Management and Social Technology subsegments, which accounted for 31 percent of total (% Change) investments announced in the segment. Number Compared toReported the third combined reported investment across these 60 of Valuequarter, Number of Reported Value Numbervalue of Reported Valuesubsegments Number of increased Reported Transactions ($MM) Transactions ($MM) Transactions ($MM) Transactions Value Subsegment percent in 4Q12, while activity declined 20 percent. The largest investment in the segment during the second half of the year was the $85 million Financial Technology 7 263 7 122 30 987 76% 136% investment in Evernote from m8 Capital, Valiant Capital and at a $2 billion valuation. in the segment included: Big Data Technology 5 16 T. Rowe Price, 15 199 29 Additional investments 238 222% (41%) Cloud Computing Technology

10

149

14

1,473

28

2,767

300%

(54%)

1

2,000

0

0

2

2,013

NM

NM

53

4,532

61

2,176

163

10,341

279%

40%

Cloud Storage 114 20 298 300% (48%)  The $62 million growth capital investment87 in Mimecast,182 a provider of113cloud-based email management solutions,1,922 led by Insight Venture Partners Data Center Technology 168 43 17 1,600% NM Virtualization Technology 8 1,334 4 195 14 1,555 367% Sequoia Capital’s $35 million investment in Medallia, which provides SaaS customer experience and enterprise feedback management solutions NM Mobile Infrastructure 2 376 3 11 13 489 1,200% NM to financial services, retail, B-to-B and hotel Enabling Technology 5 companies 46 4 20 10 74 NM NM Home Automation Technology Total

Most Active Marketing Technology Most Subsegments Active Marketing Technology Subsegments 3Q12 Number of Transactions

Subsegment Content Management Social Technology Analytics & Reporting Mobile Technology Online Targeting/Optimization Commerce Management BI tools MRM/Workflow Management SFA/Lead Management Email/Messaging Software CRM Ad Serving

4Q12

Reported Value ($MM)

Number of Transactions

2012

Reported Value ($MM)

Number of Transactions

2012 vs 2011 (% Change)

Reported Value ($MM)

Number of Transactions

Reported Value

46 23 21 13 14 17 7 8 7 6 5 5

153 359 97 46 133 207 48 24 78 72 71 13

28 21 19 15 10 11 13 13 11 6 6 4

340 50 65 136 164 43 440 82 791 38 29 11

133 115 76 56 47 45 39 31 28 26 25 20

1,316 1,902 281 764 422 385 986 268 963 783 1,124 198

71% (4%) 23% (35%) 21% (36%) 63% 72% 115% 18% (19%) 33%

70% 3% (63%) (35%) (58%) (90%) (35%) 541% 321% 163% (28%) 10%

Subtotal Other

172 36

1,302 1,280

157 33

2,187 138

641 116

9,393 1,929

11% (21%)

(29%) (71%)

Total

208

2,582

190

2,326

757

11,322

4%

(43%)

"Other" includes Content Delivery Network, Creative Production Platform, Data Quality, Internet Service Providers, Market Research Technology, Marketing Asset Management, Media Management System, Product/Price Software, Search & Discovery, Segmentation/Data Mining, SEM/SEO Tools, Teleservices/eServices, Web to Print and Website Creation/Hosting

Technology Transactions by Type of Buyer 3Q12

2012 vs 2011 (% Change) Number of2012 vs 2011 Transactions Buyer Type Reported Value (% Change) The most active strategic buyers in the segment during 2012 were Google and IBM, which announced six and five acquisitions, respectively. Compared Strategic 11 1,661 24 1,754 Value 51 of 5,222 Value 264% of (23%) Number of Reported Value Number of Reported Number Reported Number Reported toSubsegment 3Q12, venture activity in the fourth quarter fell eight percent, while strategic buyer activity fell seven percent. Private Equity - Buyout and growth capital investment 1 2,000 1 0 3 3,100 200% NM Transactions ($MM) Transactions ($MM) Transactions ($MM) Transactions Value Private Equity - VC/Growth Capital 41 871 36 422 109 2,020 289% 240% Networking Equipment 36 626 18 3,375 123 6,283 2% (49%) Total 53 4,532 61 2,176 163 10,341 279% 40% Satellite and Microwave Equipment 20 78 6 266 43 901 (4%) (42%) Communications Software 9 1,482 13 173 39 2,073 30% (21%) Telephone Equipment 7 39 Technology Transactions 4 279 12% (90%) Marketing by93Type of Buyer28 Video Communications Software 6 18 4 42 14 300 56% (97%) 3Q12 4Q12 2012 2012 vs 2011 Enterprise Mobility Management 5 6 7 365 12 371 500% 1,851% (% Change) VoIP Equipment & Software 4 45 0 0 10 100 100% 32% Number of2 Reported Value Number of Reported Value Number7of Reported Value Number Wireless Backhaul 52 1 0 614 NM of NM Transactions ($MM) 0 Transactions ($MM) 1 Transactions ($MM)2 Transactions Buyer Type& Mediation Software Reported Value Messaging 3 2 6 50% (100%) Web Conferencing Software 1 0 3 3 5 28 NM NM Strategic 75 741 69 1,431 281 5,955 (10%) (51%) Processing & Transmission Equipment 1 5 0% 953% Private Equity - Buyout 3 1 100 5 20 00 11 493 (52%) (86%) Network Infrastructure Software 0 0 NM NM Private Equity - VC/Growth Capital 130 0 1,741 0 1190 895 0 465 4,874 19% 14%

Buyer & Investor Activity

Number of Transactions

4Q12

2012

Most Active Communications Subsegments

Reported 3Q12 Value ($MM)

Number of Transactions

Reported Value 4Q12 ($MM)

Number of Transactions

Reported Value 2012 ($MM)

Marketing Technology Transactions by Type of Buyer/Investor

Total Total

20894

2,350 2,582

58 190

4,318 2,326

288 757

10,956 11,322

19%4%

(62%) (43%)

Communications Transactions by Type of Buyer 3Q12

Buyer Type

Number of Transactions

Reported Value ($MM)

4Q12 Number of Transactions

Reported Value ($MM)

2012 Number of Transactions

Reported Value ($MM)

2012 vs 2011 (% Change) Number of Transactions

Reported Value

7

Gaming Niche Content Classifieds/Auctions/P-to-P Digital Promotion/Coupon Vertical Search Local Search Comparison Shopping Web Search/Portals Domain Portfolio/Marketplace Virtual Goods

38 19 18 6 6 4 4 0 0 1

532 845 108 158 29 84 15 0 0 5

29 17 18 3 12 17 1 0 0 0

704 197 149 37 3,077 256 2 0 0 0

124 77 69 32 37 32 12 4 1 1

2,975 1,150 1,043 350 3,594 456 281 4 15 5

253

6,951

269

7,852

1,034

24,799

Agency/Consulting Total

Deal

(12%) (43%) 15% (72%) 106% Notes 28% (54%) (71%) (91%) NM

Second

(14%) 12% (46%) (87%) 4,864%2012 Half 41% (57%) (99%) (18%) NM

(11%)

(10%)

Most Active Marketing Technology Subsegments

M&A and Investment Activity 3Q12

4Q12

2012

2012 vs 2011 (% Change) There were 275 transactions recorded (244 in Reported the Agency/Consulting in 2012, of which Number of acquisitions Reportedand 31 investments) Number of Number of segment Reported Number65 of reported Reported Transactions ($MM)in the Transactions Value ($MM)three Transactions Value ($MM) Transactions Value Subsegment $9.3 billion in aggregate deal value. TransactionValue activity fourth quarter increased percent, while value dropped 80 percent in comparison Management 46 28 340 133 1,316 71% 70% toContent 3Q12, during which Dentsu announced its $4.9153 billion acquisition of Aegis Group. Digital Agency was the 1,902 most active subsegment in 2012 with Social Technology 23 359 21 50 115 (4%) 3% Analytics & Reporting 21 97 19 65 76 281 23% (63%) 109 deals announced, of which 24 reported $7 billion in aggregate deal value.

Mobile Technology 13 46 15 136 56 764 (35%) (35%) Online Targeting/Optimization 14 133 10 164 47 422 21% (58%) Commerce Management 17 207 11 43 45 385 (36%) (90%) Among in 2012, multiples39 were 1.6x and to BI tools all Agency/Consulting transactions 7 48mean EV/revenue 13 and EV/EBITDA 440 9867.9x, respectively. 63% In addition (35%) MRM/Workflow Management 8 24 13 82 31 268 72% 541% Alliance Data Systems’ $460 million acquisition (at more than 9.0x EBITDA) of Hyper Marketing, highly-valued transactions in the segment during SFA/Lead Management 7 78 11 791 28 963 115% 321% the second halfSoftware of the year included: 6 Email/Messaging 72 6 38 26 783 18% 163% CRM 5 71 6 29 25 1,124 (19%) (28%) Ad Serving 5 13 4 11 20 198 33% 10%

Publicis Groupe’s $539 million acquisition of LBi International, a Netherlands-based marketing and technology agency, at a valuation of 2.6x revenue Subtotal 172 1,302 157 2,187 641 9,393 11% (29%) and 14.7x EBITDA, and its acquisition of the remaining 51 percent reported $164(71%) million Other 36 1,280 33 stake in Bartle 138 Bogle Hegarty, 116 a full-service 1,929agency, which (21%) in global annual revenues Total 208 2,582 190 2,326 757 11,322 4% (43%) "Other" Aegis includes Group’s $86 million acquisition of Catch Stone Advertising, a China-based digital media planning and buying agency, valuing the company Content Delivery Network, Creative Production Platform, Data Quality, Internet Service Providers, Market Research Technology, Marketing Asset Management, Media Management System, at 4.0xProduct/Price revenue Software, Search & Discovery, Segmentation/Data Mining, SEM/SEO Tools, Teleservices/eServices, Web to Print and Website Creation/Hosting

Most Active Agency/Consulting Subsegments Most Active Agency/Consulting Subsegments 3Q12

Subsegment

Number of Transactions

4Q12 Reported Value ($MM)

2012

Number of Transactions

Reported Value ($MM)

Number of Transactions

2012 vs 2011 Reported Value ($MM)

(% Change) Number of Reported Transactions Value

Digital Agency Public Relations General Agency Experiential Marketing Social Agency Branded Communications Healthcare Agency DM Agency Design Agency Promotion Agency Specialty Agency Marketing Consulting

24 10 5 1 5 3 1 1 3 2 0 1

5,566 37 0 0 0 15 0 0 0 134 0 0

24 8 3 4 2 5 3 4 1 0 2 1

662 430 24 0 0 0 3 21 0 0 0 0

109 33 25 18 14 12 12 9 9 8 7 6

7,035 468 116 29 5 137 14 221 10 134 1 923

20% 14% (17%) 20% (26%) 100% (20%) 0% (36%) 100% (22%) (73%)

615% 2,619% 24% 17% (96%) (79%) (86%) (43%) (96%) NM (100%) 178%

Subtotal Other

56 3

5,752 2

57 4

1,141 8

262 13

9,093 211

(0%) (32%)

139% (24%)

Total

59

5,754

61

1,149

275

9,304

(2%)

128%

"Other" includes B-to-B Agency, DR Media Buying and Management Consulting

Digital Media/Commerce Transactions by Type of Buyer

Buyer & Investor Activity Number of Buyer Type

3Q12

4Q12 Reported Value ($MM)

Transactions

Number of Transactions

2012 Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

2012 vs 2011 (% Change) Number of Reported Transactions Value

InStrategic 2012, the most active buyers in the segment were1,528 Publicis Groupe 82 and WPP Group 13 acquisitions, followed by Dentsu, 84 4,644 with 16 and340 11,079respectively, (24%) 19% Private Equity Group - Buyout of Companies and Omnicom 3 3,305 7 of 25 acquisitions 1,842 16 These holding 5,456 companies0% 134% Interpublic with a combined total announced. focused on targets Private Equity - VC/Growth Capital 166 2,119 180 1,366 678 8,264 (03%) (48%) outside the U.S., with 52 deals announced in other countries – the most active of which were China, India, and the UK. While the major holding Total 253 6,951 269 7,852 1,034 24,799 (11%) (10%) companies were active buyers throughout the year, 78 percent of the segment’s transactions were done by other buyers, many from adjacent industries Marketing Technology Transactions by Type of Buyer looking to add strategic services to their existing offerings. 3Q12

4Q12

2012

2012 vs 2011 (% Change) Number ofwere announced Reported those deals Transactions Value

Number of Reported Numberin of 2012, with Reported Number of Reported Agency/Consulting was an active segment among Value private equity buyers 13 buyoutTransactions deals announced. Four of Transactions ($MM) Transactions Value ($MM) Value ($MM) Buyer Type inStrategic 4Q12, up from one in the previous quarter, including Baird Capital Partners’ $24 million buyout of PARTNERS+simons, an(10%) agency specializing 76 1,516 69 1,431 282 6,730 (44%) in Private Equity - Buyout 3 100 2 0 11 493 (52%) (86%) the healthcare and financial services industries. Private Equity - VC/Growth Capital

129

966

119

895

464

4,099

19%

(04%)

Total

208

2,582

190

2,326

757

11,322

4%

(43%)

Agency/Consulting Transactions byAgency/Consulting Type of Buyer/Investor Transactions by Type of Buyer 3Q12

Buyer Type

Number of Transactions

4Q12 Reported Value ($MM)

2012

Number of Transactions

Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

2012 vs 2011 (% Change) Number of Reported Transactions Value

Strategic Private Equity - Buyout Private Equity - VC/Growth Capital

51 1 7

5,584 100 70

51 4 6

948 188 12

231 13 31

8,477 700 127

(01%) (41%) 19%

321% (58%) (68%)

Total

59

5,754

61

1,149

275

9,304

(2%)

128%

Digital Advertising Transactions by Type of Buyer 3Q12 Buyer Type Strategic

4Q12

2012

Number of Transactions

Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

Number of Transactions

23

110

24

116

98

Reported Value ($MM) 2,385

2012 vs 2011 (% Change) Number of Reported Transactions Value (32%)

20%

8

Deal Notes Second Half 2012

Marketing Services M&A and Investment Activity A total of 87 transactions were announced in the Marketing Services segment in 2012, of which 42 reported $3.2 billion in aggregate deal value. Retail Services was the most active subsegment in 4Q12 with six deals announced (five of which were acquisitions), while Printing Services was the highest value subsegment in 4Q12 with five deals announced for $601 million in deal value. Mean EV/revenue and EV/EBITDA multiples in the segment were 1.3x and 9.6x, respectively. Transactions in these subsegments during the second half of the year included: Onex’ $810 million acquisition of SGS International, a provider of graphics services to branded consumer products companies and retailers, valuing the company at $1.1 billion, or 2.7x revenue and 12.5x EBITDA Most Active Digital Advertising Subsegments Quad/Graphics’ $259 million acquisition3Q12 of Vertis Communications, a provider of retail advertising inserts, in-store marketing 4Q12 2012 direct marketing and 2012 vs 2011 (% Change) solutions, at a valuation of 4.3x EBITDA Subsegment

Number of Transactions

Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

Number of Transactions

Reported Value

During 2012, there were 14 transactions announced90in the Logistics14subsegment, of $426 million in aggregate Mobile Marketing 14 88 which eight reported 63 644 (23%) deal value. 3% Digital Video 12 136 14 102 55 1,537 8% 23% Four of those deals were announced in the fourth quarter, including: Ad Networks/Exchanges 7 53 9 52 33 321 (42%) (71%) Online Lead Generation

8

66

5

29

30

290

(50%)

(46%)

0 50

0 345

1 53

30 386

5 222

44 3,585

(55%) (24%)

156% (15%)

Marketing 6 0 5 provides a service 61 16 126 goods to physical (16%) (76%) Search Google’s $17 million acquisition of Canada-based BufferBox, which for delivering eCommerce kiosks in grocery Affiliate/CPA Network 1 0 3 15 14 610 40% 752% and convenience stores Game Advertising 2 0 2 9 6 14 100% (82%) Email Services Total

Most Active Marketing Services Subsegments Most Active Marketing Services Subsegments 3Q12

Subsegment Printing Services Logistics Loyalty/Retention Retail Services Fulfillment Data Processing/Enhancement Database/Analytics Ad Specialty/Premiums Lettershop

Number of Transactions

4Q12 Reported Value ($MM)

Number of Transactions

2012 vs 2011

2012 Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

(% Change) Number of Reported Transactions Value

9 4 4 1 1 1 1 2 2

1,095 42 33 0 60 129 15 5 20

5 4 4 6 1 0 1 0 0

601 20 12 323 0 0 0 0 0

32 14 14 11 4 3 3 2 2

1,697 426 93 754 60 130 21 5 20

33% 40% 8% 57% (20%) 0% (75%) (60%) (50%)

Subtotal Other

25 0

1,400 0

21 0

957 0

85 2

3,206 0

2% (60%)

Total

25

1,400

21

957

87

3,206

(1%)

1,315% (19%) (9%) (68%) (54%) 278% (53%) (61%) NM (3%) (100%) (6%)

"Other" includes Channel Services and List Broker/Manager

Most Active Out-of-Home & Specialty Media Subsegments 3Q12

Buyer & Investor Activity

4Q12

Number of Reported across the segmentValue was($MM) split Transactions

2012

Number of Reported fairlyTransactions evenly between strategic Value ($MM)

2012 vs 2011

Number of Reported buyers and venture and Transactions Valuegrowth ($MM)

(% Change) Number of Reported capital investors, withValue ten and Transactions

InSubsegment the fourth quarter, activity B-to-Bdeals Media announced, respectively. Private 6 26 427 37% quarter included: 127% seven equity 217 firms announced1013 acquisitions51in 2012. Transactions announced in the fourth Digital Place-Based Media

4

50

5

24

16

80

(33%)

(64%)

Outdoor 120 4 2 13 3,781 44% Traditional CourtPages Square Capital Partners’ $30051 million buyout a shopper marketing specializing in 200% shelf-edge price1,642% labels Yellow 1,477 of Vestcom International, 0 0 3 company2,231 325% and ad signs for retailers Total 16 1,864 19 77 58 6,518 9% 465% NCS Fulfillment’s acquisition of Starr Fulfillment, a Web-based fulfillment services provider serving both paid and controlled magazines The $10 million strategic investment in loyalty marketing services company China Rewards, from Aimia, a Canada-based loyalty marketing company, and Points International, a Canada-based provider of eCommerce and technology services to loyalty program operators

Marketing Services Transactions byMarketing Type of Buyer/Investor Services Transactions by Type of Buyer 3Q12 Buyer Type

Number of Transactions

4Q12 Reported Value ($MM)

2012

Number of Transactions

Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

2012 vs 2011 (% Change) Number of Reported Transactions Value

Strategic Private Equity - Buyout Private Equity - VC/Growth Capital

10 6 9

138 1,233 29

10 4 7

299 643 15

47 13 27

769 2,279 157

(16%) (19%) 69%

18% (11%) (12%)

Total

25

1,400

21

957

87

3,206

(1%)

(6%)

Out-of-Home & Specialty Media Transactions by Type of Buyer 3Q12 Buyer Type

Number of Transactions

4Q12 Reported Value ($MM)

2012

Number of Transactions

Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

2012 vs 2011 (% Change) Number of Reported Transactions Value

Strategic Private Equity - Buyout Private Equity - VC/Growth Capital

12 2 2

1,675 164 25

15 0 4

52 0 25

43 6 9

5,996 466 56

8% 100% (10%)

5,345% (46%) (68%)

Total

16

1,864

19

77

58

6,518

9%

465%

9

Deal Notes Second Half 2012

Out-of-Home & Specialty Media Most Active Digital Advertising Subsegments

M&A and Investment Activity 3Q12

4Q12

2012

2012 vs 2011 (% Change)

Petsky Prunier tracked 58 transactions (49 acquisitions and nineNumber investments) among Out-of-Home & Specialty Media companies in 2012. Of these Number of Reported of Reported Number of Reported Number of Reported ($MM) Value ($MM) Value ($MM) Transactions Value Subsegment deals, 25 reported $6.5 billion inTransactions aggregate dealValue value. Activity Transactions in the fourth quarter increasedTransactions 19 percent compared to 3Q12. Sizable transactions Mobile Marketing 90 14 88 63 644 (23%) 3% announced during the second half of14 the year included: Digital Video 12 136 14 102 55 1,537 8% 23% Networks/Exchanges 9 52 321 (42%) Ad Dex One’s $1.5 billion acquisition of78 SuperMedia,53 a yellow pages directory publisher, valuing the33 company at 1.0x revenue and 2.7x EBITDA(71%) Online Lead Generation 66 5 29 30 290 (50%) (46%) Marketing 6 0 of Eye Corp,5 an Australia-based 61 16 media company 126 (16%) Search Outdoor Media Operations’ $120 million acquisition out-of-home providing multiformat (76%) Affiliate/CPA Network 1 0 3 15 14 610 40% 752% advertising solutions Game Advertising 2 0 2 9 6 14 100% (82%) Email Services Total

0 50

0 345

1 53

30 386

5 222

44 3,585

(55%) (24%)

156% (15%)

B-to-B Media was the most active subsegment in 2012 with 26 deals announced, of which 10 reported total deal value of $427 million. There was Most the Active Marketing Services Subsegments a 67 percent increase in the subsegment’s deal activity from third to the fourth quarters. Transactions included: 3Q12

4Q12

2012 vs 2011

2012

Leeds Equity Partners’ $94 million acquisition of Evanta, a provider of peer-to-peer networking platforms for business executives, and Sports (% Change) Number of Reported Number of Reported Number of Reported Number of Reported Leadership, which offers leadership forums for professional and collegiate sports team executives Transactions Value ($MM) Transactions Value ($MM) Transactions Value ($MM) Transactions Value Subsegment Printing Informa’s $53 million acquisition of9MMPI Canada, of trade and consumer shows, valuing the company Services 1,095 a Canadian producer 5 601 shows, conferences 32 1,697 33% 1,315% Logistics 4 42 4 20 14 426 40% (19%) at 2.2x revenue

Loyalty/Retention 4 Retail Services 1 Fulfillment 1 Investment activity was flat in 2012, with Data Processing/Enhancement 1 Database/Analytics inAdthe fourth quarter, which included:12 Specialty/Premiums Lettershop 2

nine

33 0 60 deals 129announced 15 5 20

for

4 6 1 $56 0 1 0 0

million

12 323 0 in aggregate 0 0 0 0

14 11 4 reported 3 3 2 2

deal

93 754 60 value.130 Four 21 5 20

of

8% 57% (20%) those deals 0% (75%) (60%) (50%)

were

(9%) (68%) (54%) announced 278% (53%) (61%) NM

Subtotal ITE International’s $22 million investment in Asian Business Exhibition and Conferences, the largest private3,206 sector exhibition 2% and conference (3%) 25 1,400 21 957 85 Other 0 0 0 0 2 0 (60%) (100%) organizer in the Indian exhibition market, at a valuation of $80 million Total

25

1,400

21

957

87

3,206

(1%)

(6%)

"Other" includes Channel Services and List Broker/Manager

Most Active Out-of-Home & Specialty Media Subsegments Most Active Out-of-Home & Specialty Media Subsegments 3Q12

Subsegment B-to-B Media Digital Place-Based Media Traditional Outdoor Yellow Pages Total

Number of Transactions

4Q12 Reported Value ($MM)

2012

Number of Transactions

Reported Value ($MM)

Number of Transactions

2012 vs 2011 Reported Value ($MM)

(% Change) Number of Reported Transactions Value

6 4 5 1

217 50 120 1,477

10 5 4 0

51 24 2 0

26 16 13 3

427 80 3,781 2,231

37% (33%) 44% 200%

127% (64%) 1,642% 325%

16

1,864

19

77

58

6,518

9%

465%

Marketing Services Transactions by Type of Buyer

Buyer & Investor Activity

3Q12

4Q12

2012

2012 vs 2011 (% Change) announced Number ofin the fourth Reported Transactions Value

Strategic buyers accounted for 74 percent and 92 percent of reported deal value in 2012,of of which 15 were Number of of deal activity Reported Number of Reported Number Reported Transactions Value ($MM) Transactions Value ($MM) Transactions Value ($MM) Buyer Type quarter. Of the nine investments announced in 2012, five were among companies operating in the Digital Place-Based Media subsegment, where Strategic 10 138 10 299 47 769 (16%) 18% companies to innovate their technologies and to create exposure for their clients. Private Equitycontinue - Buyout 6 1,233expand geographically 4 643 maximum brand 13 2,279 (19%) (11%) Private Equity - VC/Growth Capital Total

9

29

7

15

27

157

69%

(12%)

25

1,400

21

957

87

3,206

(1%)

(6%)

Out-of-Home & Specialty Media Out-of-Home Transactions by Type of Buyer/Investor & Specialty Media Transactions by Type of Buyer 3Q12 Buyer Type

Number of Transactions

4Q12 Reported Value ($MM)

2012

Number of Transactions

Reported Value ($MM)

Number of Transactions

Reported Value ($MM)

2012 vs 2011 (% Change) Number of Reported Transactions Value

Strategic Private Equity - Buyout Private Equity - VC/Growth Capital

12 2 2

1,675 164 25

15 0 4

52 0 25

43 6 9

5,996 466 56

8% 100% (10%)

5,345% (46%) (68%)

Total

16

1,864

19

77

58

6,518

9%

465%

10

Deal Notes Second Half 2012

Recent Transactions

11

Deal Notes Second Half 2012

About Petsky Prunier LLC Petsky Prunier is one of the leading investment banks in the technology, media, marketing and healthcare industries. We work with a wide-range of growth-oriented businesses focused on:

• • • • • • •

Digital Media/eCommerce and Digital Advertising/Marketing Technology and, specifically, Marketing Tech Agency and Marketing Services Out-of-Home and Specialty Media Software and Communications Information and Businesses Services Vertical expertise in healthcare technology, media and marketing

Our firm’s mergers and acquisitions and private placements advisory services reflect a unique blend of product specialization and industry expertise. Together with strategic consulting firm Winterberry Group, a Petsky Prunier company, our organization represents one of the largest industry-specific advisors providing strategic and transactional services. Securities transactions are processed through Petsky Prunier Securities LLC.

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Michael Petsky Partner 212.842.6001 [email protected]

John Prunier Partner 212.842.6021 [email protected]

Sanjay Chadda Partner & Managing Director 212.842.6022 [email protected]

Norm Colbert Partner & Managing Director 702.990.3280 [email protected]

Christopher French Managing Director 212.842.6033 [email protected]

Amy LaBan, CFA Managing Director 212.842.7126 [email protected]

Jed Laird Managing Director 212.842.7120 [email protected]

Seth Rosenfield Managing Director 212.842.6018 [email protected]

John Sternfield Managing Director 650.320.1650 [email protected]

Scott Wiggins Managing Director 212.842.6028 [email protected]

Matthew Kratter Senior Vice President 212.842.6024 [email protected] Securities offered through Petsky Prunier Securities, LLC, member FINRA/SIPC

12