bois capital capabilities presentation

Tech Focused, Client Driven

Capabilities Presentation

June 2016

Ben Boissevain, Managing Partner

2Tech Focused, Client Driven

Bois Capital Overview

I. Bois Capital OverviewII. Investment Banking ServicesIII. Contact Information

Table of Contents


I. Bois Capital Overview

Independent investment bank focused exclusively on the technology sector. The Managing Partners have extensive experience:

– M&A– Corporate finance– Led divisions of billion dollar public technology companies – VC/Investing– Corporate marketing and sales, critical to best position assets

International coverage with extensive global network of senior executives:– Sourcing acquirers from Asia, Europe and North America

Excellent track record of past transactions with expeditious closing.

A. Introduction



The team has extensive corporate finance experience at:

The team has 50 years of combined experience in developing products, marketing technology products and investing in technology companies at:

This extensive technology experience enables Bois Capital to understand a client’s technology at a deep level, articulate the strategic technological fit with strategic acquirers and find strategic acquirers that might not be obvious.

B. Experience



The team brings particular hands on technical and business leadership experience in: Intelligent Transportation Systems (Smart Cities) Big Data/Analytics Cloud Infrastructure & Services Customer Experience Management (CEM) Mobile device monitoring and management Messaging IoT/M2M Wireless infrastructure (cellular and carrier WiFi) OSS/BSS Applications SDN/NFV Mobile and Fixed Applications

C. Sector Expertise



Bois Capital has facilitated many cross-border transactions: Crowdx (Israel) sold to Cellwize (Israel) Syncromatics (US) sold to GMV (Spain) Cloudbearing (US) sold to Comparex (Germany) Swiss Mobility Solutions (Switzerland) sold to Gemalto (Netherlands) US software company to large Indian IT services firm (in LOI) Currently representing software firms based in Scotland on the sell side, a

software firm based in Spain on the buy side and an Indian mobile company on the sell side.

Bois Capital maintains relationships with senior level executives at large public companies and private equity firms in Europe and Asia.

European and Asian companies often pay a premium for U.S. companies to gain US market penetration, world class technology and a quality US team.

D. Global Reach

E. Closed Transactions

Sale of Crowdx, an Israeli company focused on mobile analytics, to Cellwize, an Isreali company focused on mobile Big Data. Cellwize provides cutting-edge SON (Self Organizing Network) solutions to mobile operators.

Sale of Kanvas Labs, headquartered in New York City, a video and visual messaging app maker to AOL (NYSE:AOL), to have a competitive edge over the Snapchat. AOL was recently acquired by Verizon (NYSE:VZ) for $4.4 billion.

Divestiture of mobile analytics division of comScore, Inc. (NASDAQ:SCOR) to Innovo in an MBO transaction. The Division focuses on providing telco analytics solutions to the Marketing and Customer Care departments.

Sale of Swiss Mobility Solutions, a Swiss firm focused on mobile analytics, to Gemalto, a public billion dollar Dutch company (EPA:GTO), which technology delivers personal mobile services, payment security, and border & visa management.


Sale of PayDivvy, a social payment platform, that lets people split bills for utilities and other services, to a US public company Higher One (NYSE:ONE). focused on creating efficiencies for higher education institutions and providing high-value services to students.

Sale of Branderati, headquartered in New York City focused on turnkey marketing platform for advocacy and influencers relations, to Sprinklr, a private US company that helps brands optimize valuable social experiences.

Sale of Syncromatics Corporation, with its headquarters in Los Angeles, a leading U.S. SaaS provider of advanced bus tracking, CAD/AVL, and real-time passenger information solutions, to GMV with its headquarters in Spain.

Sale of Cloudbearing, a US firm focused on Microsoft Office 365 migrations, to Comparex AG, a private multi- billion dollar German company which specializes in license management, software procurement and technical product consulting


Sale of a US private company Tapit, a mobile advertising company making it easy to monetize mobile, to a US company Phunware, a global pioneer of Mobile-as-a-Service (MaaS) -- the only fully integrated services platform.

Capital raise for a private company Crisi Medical System, a San Diego-based company focused on the development of innovative drug-delivery systems, from Harvard Angels, Tech Coast Angels and TiE Silicon Valley Angels.

$30M Series B Capital raise for a private company, Science Inc., a developer of digital tech companies, from Hearst Ventures, a unit of Hearst Corporations, which manages a portfolio of strategic investments.

F. Pending Transactions

Sell side for a fast growing SaaS-based Big Data Analytics firm providing solutions for sales and marketing optimization and automation.

Sell side for a Revenue Assurance and Customer Analytics company that analyzes peta-bytes of data daily to create revenue generating opportunities.

Sell side for a cable and DSL infrastructure solution provider in the analytics, tiered-billing and policy management space.

Sell side of a mobile device agent-based analytics solution addressing network optimization, customer care, and QoE solution

Capital raise for an IT company that focuses on the payment automation niche. Payments are at the core of their products and services.

Buy side for a European Intelligent Transportation System company seeking to acquire a US target.



A senior banker leads each transaction

G. Banking Team

Ben Boissevain, Managing Partner 24 years of corporate finance experience Agile Equity, Managing Partner, New York Barclays Bank, Assistant Director, New York Erste Bank, Senior Manager, Vienna, Austria White & Case, Associate, New York MIT Enterprise Forum, Board Member & Co-Chair for Programming NYU: JD; UC Berkeley: BS Economics, BA English

Noboru Nakatani, President & CEO at JASTEC Co., Ltd. (TYO:9717), Tokyo, Japan"Ben is an international business person of exceptional talent, drive and ability. I worked with Ben in a cross- border acquisition project at Jastec International, Inc. I found Ben to be very bright, enthusiastic and honest. He always gave us excellent advice considering the best interests of my company. It is always a pleasure to work with Ben. “



G. Banking Team

Peter Benedict, Managing Partner Vice President and GM of Alcatel-Lucent’s Customer Experience Analytics business

unit within the Motive BU Member of Board of Directors, Cloudzilla, a Cloud Services Broker Deep positioning and pitching background, more recently as Head of Alcatel-Lucent’s

global communications organization based in Paris Director of Product Management at Tachion Networks, a telco infrastructure start up Head of marketing (direct and channel) for RADVISION, an Israeli videoconferencing

infrastructure vendor (sold to Avaya) Numerous M&A transactions in the telecoms sector with a focus on analytics and

mobile

Brian Jurutka, SVP Mobility Solutions at ComScore (NASDAQ:SCOR)“I worked with Peter while he was at Bois Capital. Peter had the right kind and level of contacts to cast a wide net for the work we did together. Once we were in a position to pitch, Peter's understanding of the space helped make sure the discussion resonated with the strategic goals of the target. I'd recommend the Bois Capital team to anyone looking at M&A in the telco analytics space.”



A senior banker leads each transaction

G. Banking Team

Tarang Shah, Managing Partner Numerous transactions within the technology, digital media & mobile sectors SoftBank Capital, Venture Investor BofA Merrill Lynch, Tech Startup Innovation Flywheel Capital Advisors, Investment Banker Ericsson, Lead Product Manager for 3G product line Qualcomm, Program Manager for CDMA technology Author of book “Venture Capitalists at Work” MBA Thunderbird, MBA and BSEE; CFA Level II exam in 2005

Mike Perry, Chief Executive Officer, CRISI Medical Systems "Tarang assisted CRISI Medical Systems' capital raise efforts prior to our strategic investment and was successful in helping us to attract funding from three leading investor groups - TiE Silicon Valley Angels, Harvard Business Angels and Tech Coast Angels. Many individuals and firms had approached us in the past with the promise to raise capital, but Tarang was the first to really execute on his commitments. He is well connected and respected in the investor community, is very knowledgeable of start-up company needs and how best to position them for growth. Most importantly, he is extremely professional, thorough and tenacious. He has been a pleasure to work with and I would highly recommend him to other early stage companies for their investment banking needs."



G. Banking Team

The Managing Partners are supported by the Associates:

Maggie Cheung, Associate Maggie spent a majority of her career in equity research, first at BB&T Capital Markets and then at Wells

Fargo Securities, providing her with strong experience in financial statement analysis, financial modeling, and valuation

Michael Wong, Associate Michael has five years of experience in the financial industry, having worked at Deloitte & Touche LLP

and Ivory Capital.Salman Bakhrani, Associate Sal previously worked at AIG where he was responsible for cash flow analytics and budgets and Chubb

Insurance where he was responsible for collection of premiums.


II. Investment Banking Services

Mergers & AcquisitionsWe provide financial advisory services for buy side engagements, spinoffs and sell side engagements. We assist with the acquisition strategy, target company research and selection, valuation, and financial structuring and negotiations.

Capital RaisesWe provide financial advisory services to facilitate capital raises for private companies. We assist with the financing strategy, projections, presentation materials, valuation, and financial structuring and negotiations with capital providers.

Inbound Offer Valuation and ValidationWe provide Management Teams and Board of Directors with detailed analysis on inbound acquisition offers. This service typically includes a valuation exercise and offer fairness opinion along with a strategic analysis of the culture and product fit. We typically also run a quick and anonymous outreach process to other potential acquirers to ensure maximal valuation. Our deep relationships with C-level and M&A leads at tech and telecoms companies and PE firms ensure a quick discrete process.

A. Overview


II. Investment Banking Services

B. Sell Side Process

I. Preparation II. Marketing III. Selection IV. Closing

Sale Strategy

Develop Target List

Write Executive Summary

Write CIM

Produce valuation

Distribute Executive Summary

Share CIM under NDA with interested parties

Follow up management presentation and in-person meetings

Coordinate bidding process

Solicit preliminary non-binding offers

Set up virtual data room

Support selection of finalist

Assist with negotiations on valuation and deal structure

Support and guide due diligence process

Review purchase agreement

Close transaction

Bois Capital has developed a streamlined process to close transactions expeditiously.


C. Project Timeline

Weeks in Process 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

Phases Activity

I: Preparation Sale Strategy

Develop Target List

Write Executive Summary

Write CIM

Produce ValuationII: Marketing Distribute Executive Summary

Share CIM under NDA

Management Presentation and MeetingsIII: Selection Coordinate Bidding Process

Solicit Preliminary Non-binding Offers

Set up Virtual Data Room

Select FinalistIV: Closing Negotiations on Valuation and Deal Structure

Support and Guide Due Diligence Process

Review Purchase Agreement

Close Transaction


III. Contact Information

California620 Newport Center Drive, Suite 1100

Newport Beach, California 92660

Ben BoissevainManaging Partner

T: (212) 920-6729 [email protected]

Peter BenedictManaging Partner


Tarang ShahManaging Partner


New York745 Fifth Avenue, Suite 500New York, New York 10151

mailto:[email protected]



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