dear clients and friends · 2019-11-02 · mortgage solutions) ... hongsheng investment co., fosun...

Marlin & Associates Securities LLC, a wholly owned subsidiary of Marlin & Associates Holding LLC, is a broker-dealer registered with the Securities and Exchange Commission and is a FINRA/SIPCmember firm (www.finra.org)..

DEAR CLIENTS AND FRIENDS:

• Ellie Mae agreed to acquire Capsilon Corp. (SaaS basedMortgage Solutions)

• Morningstar agreed to acquire Firstlinks (Market DataContent)

• Splunk agreed to acquire SignalFX (Data and Analytics) for$1.05bn

• CoStar Group agreed to acquire STR (BenchmarkingServices)

• Lightspeed agreed to acquire Kounta (POS Provider) fro$61.9mm

• Next Insurance (InsurTech) raised $250mm in a series Cfunding round led by Munich RE

• Tradegate Exchange completed an asset deal to acquire100% of the shares in Borse Berlin (Exchanges)

• FNZ completed the acquisition of GBST (Australian based)for $182mm (M&A Client)

Our November Report on M&A in the FinTech, Data and Analytics Industry

Ken Marlin| Managing PartnerMarlin & Associates | www.marlinllc.com

Sincerely,

Staying Focused on the Prize

The report found here shows recent m&a transactions, trends, and valuations in the seven segments of the FinTech, and Data and Analytics world that we follow and sometimes lead. As you will see, valuations and m&a trends in our industry remain strong, particularly for those who know how to stay focused on a clear long term strategic objective. See, for example, our recent transactions involving our UK client StatPro and our Australian client GBST. (For the hard numbers, click here.)

There is a well-accepted maxim in economics that rational people will do what is in their own economic best interest. There is a well-accepted maxim in psychology that most people choose to avoid short term pain - even if it is clearly in their long-term best interests. We regularly see that conflict come into play among business leaders and their m&a advisors – and sometimes among politicians and voters.

It would be nice if more leaders were willing to make the hard choices that move us closer to some of the longer-term objectives we all would like – peace and prosperity in a society with a strong safety net, a strong defense, just courts, educated children, balanced budgets, full employment, fair pay, clean air and water, customer privacy, ethical leadership, and companies that build value for employees, customers, shareholders and communities with equal fervor.

Focus on clearly defined, long-term objectives is a key theme of my book. But short-term pains for long term gain are tough for business leaders who are measured on short term results – and for politicians for whom re-election is the primary objective.

So we’ll just keep reminding them that we all win when we stay focused on the prize – the long-term strategic objective – and do the right things for the right reasons every time - no exceptions.

As you will see from our report found here, the m&a market is strong for those companies that are making the right decisions –staying focused, growing the top line, achieving scale, building on strengths, and working hard for the benefit of employees, customers and shareholders, and the communities within which they operate.

A few of the more interesting recent FinTech, Data, and Analytics transactions include:

https://www.marlinllc.com/transactions/recent/marlin-associates-advises-statpro-group-plc-on-a-us-230-take-private-transaction

https://www.marlinllc.com/press-inthenews/marlin-associates-advises-statpro-group-plc-on-a-us-230-take-private-transaction

https://www.marlinllc.com/press-inthenews/marlin-associates-advises-its-client-gbst-on-its-acquisition-by-fnz

https://www.marlinllc.com/transactions/recent/gbst-has-agreed-to-be-acquired-by-fnz

https://www.marlinllc.com/marine-corps-way

http://www.marlinllc.com/

Banking Software & Processors

Public Market Data

02

Recent Activity

NOVEMBER 2019

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/28/16

QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new investor Sunshine Insurance Group, and including participation from Guosen Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. QuantGroup provides online financial services in China.

11/16/16

LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

11/10/16

Meta Financial Group (NASDAQ:CASH) acquired Specialty Consumer Services (SCS) for $54mm. SCS offers a loan management platform and a proprietary underwriting model that are primarily used to deliver consumer tax advances and other consumer credit services. The transaction consideration consists of approximately $15mm at closing, with potential for additional contingent payments.


10/30/19 Holliday Group Holdings (ICT Investments)

Holiday Group Holdings (ICT Investments) (Auckland, New Zealand) acquired a 43.59% stake in Finzsoft Solutions (NZSE:FIN) (Auckland, New Zealand) for an undisclosed sum. Finzsoft Solutions develops collection, demand generation, mobile banking, and transactional banking solutions.

10/28/19

Ellie Mae (Pleasanton, CA) has agreed to acquire Capsilon Corporation (San Francisco, CA) for an undisclosed sum. Capsilon Corporation develops Capsilon IQ, a cloud-based SaaS platform that combines process automation with data recognition technology to create efficiencies in the mortgage lifecycle.

10/23/19

Merian Global Investors (London, United Kingdom) acquired a minority stake in Starling Bank (London, United Kingdom) for £20mm (~$25.55mm). Starling Bank provides a mobile banking suite for retail customers that includes a banking app, physical debit card, and spending analytics.

Sources: Marlin & Associates, Capital IQ, and public sources. All market and operating data are as of 10/31/19. These companies are only a sampleof firms in the sector as M&A defines it. M&A calculates Trim Mean and Median multiples for the sector over time using data from a set ofcompanies that M&A believes to be reasonable and may not be identical to the set reflected above. Trim Mean excludes the highest and lowestmultiple of the data set.

13x

17x

21x

25x

29x

33x

3.0x

4.5x

6.0x

7.5x

9.0x

10.5x

12.0x

13.5x

Nov-14 Nov-15 Nov-16 Nov-17 Nov-18 Nov-19

EV /

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5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

60

90

120

150

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240

270


5 Year M&A Banking Software Index vs. S&P 500, base = 100

M&A Banking Software Index S&P 500

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin(USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

ADP 70,635 72,115 5.2x 5.0x 21.7x 20.0x 8% 5% 24% 25%FIS 69,042 88,371 10.5x 8.6x 37.1x 20.0x (3%) 23% 28% 43%Intuit 66,950 64,646 10.4x 9.2x 36.3x 25.8x 11% 13% 29% 35%Fiserv 63,355 84,106 14.4x 6.0x 44.3x 20.3x 2% (6%) 33% 29%Jack Henry & Associates 10,910 10,887 7.1x 6.7x 24.1x 20.6x 5% 6% 30% 33%Temenos 10,269 11,410 13.6x 11.7x 47.2x 28.8x 14% 16% 29% 40%Black Knight 4,378 5,717 5.1x 4.9x 15.8x 9.8x 6% 6% 33% 49%Oracle Financial Services 3,786 3,310 4.9x 4.6x 12.0x na 7% 6% 41% naACI Worldw ide 3,714 5,079 5.0x 3.8x 30.1x 13.9x (1%) 31% 17% 28%Q2 Holdings 3,416 3,236 13.4x 10.2x na nm 24% 32% na 6%Bottomline Technologies 1,699 1,744 4.2x 4.0x 41.3x 17.8x 13% 4% 10% 23%Virtusa 1,145 1,514 1.3x 1.2x 16.4x 12.7x 24% 9% 8% 9%Aptitude Softw are Group 433 346 3.8x 4.7x 16.0x 22.3x 12% (18%) 24% 21%NCR Corporation 277 4,416 0.7x 0.7x 5.4x 4.1x (2%) 6% 13% 16%

Trim Mean 19,925 22,348 7.0x 6.3x 26.8x 19.2x 8% 10% 24% 29%Median 4,082 5,398 5.2x 5.4x 24.1x 20.1x 8% 8% 28% 29%

Capital Markets Software & Services

Public Market Data

05

Recent Activity

NOVEMBER 2019


4/3/19

OpenGamma (London, UK) raised £7.6 mm in growth funding round led by Dawn Capital LLP, and that included return investors CME Ventures, Accel, and angel investor Cristóbal Conde. OpenGamma provides an open source analytics and risk management platform for the financial services industry. It aims to reduce trading derivatives costs by providing actionable advice to front-office, risk and treasury.

3/27/19

BidFX Systems Limited (London, UK) raised $25mm in funding led by Asian Gateway Investments, the subsidiary of Singapore Exchange Limited (SGX: S68). BidFX Systems offers trading solutions for the FX market. Marlin and Associates was the advisor on this transaction. Please click here for details.

3/22/19

BlackRock(NYSE:BLK) agreed to acquire eFront for $1.3bn. eFront provides software solutions to streamline the management of alternative investments and corporate risk. Its products include data and analytics, portfolio monitoring, and fund/portfolio admin and accounting.


11/06/19SourceScrub (San Francisco, CA) raised an undisclosed sum in a growth equity funding round led by Mainsail Partners. SourceScrub develops and markets M&A software for deal origination.

10/21/19Allfunds (Madrid, Spain) raised an undisclosed sum in an equity funding round led by BNP Paribas Asset Management. Allfunds provides fund distribution, data analytics and regulatory consulting services to capital markets constituents.

10/01/19Atom Finance (Brooklyn, NY) raised $10.6mm in an equity funding round led by General Catalyst Partners. Atom Finance provides institutional-quality data, documents, news and events via an online investment research platform to individuals.

13x

16x

19x

22x

25x

28x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x


EV /

EBIT

DA

EV /

Reve

nue



90

105

120

135

150

165

180

195


5 Year M&A Capital Markets Index vs. S&P 500, base = 100

M&A Capital Markets Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

IHS Markit 28,771 33,715 8.4x 7.6x 25.5x 19.2x 6% 5% 33% 40%Broadridge 14,751 15,948 3.7x 3.6x 19.6x 17.1x 1% 1% 19% 21%SS&C Technologies 13,845 21,712 6.3x 4.7x 19.7x 12.0x 2% 2% 32% 39%Computershare 5,901 7,339 3.2x 3.1x 11.9x 11.0x 5% 2% 27% 28%SimCorp 3,545 3,544 8.4x 7.1x 30.1x 22.7x 11% 18% 28% 31%Envestnet 3,311 3,936 4.8x 4.4x 45.2x 20.5x 19% 11% 11% 21%IRESS 1,513 1,688 5.3x 4.9x 22.5x 18.9x 8% 9% 24% 26%First Derivatives 811 829 3.1x 2.8x 25.8x 14.5x 19% 11% 12% 19%Linedata Services 190 289 1.5x 1.5x 7.2x 6.1x (3%) (1%) 21% 25%


EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin


https://www.marlinllc.com/press-releases/marlin-associates-advises-bidfx-on-strategic-investment-by-sgx

Data & Analytics – Financial Services

Public Market Data

04

Recent Activity


10/28/19

S4Capital’s (LSE:SFOR) programmatic media practice MightyHive agreed to acquire both ConversionWorks (London, United Kingdom) and Datalicious Korea (Seoul, South Korea) for undisclosed sums. ConversionWorks is a digital analytics, biddable media and data science company. Datalicious Korea is a data and analytics consultancy.

10/11/19

Cisco (NASDAQ:CSCO) acquired CloudCherry (Salt Lake City, UT) for an undisclosed sum. CloudCherry is a Customer Experience Management (CEM) company that provides predictive analytics, customer journey mapping and survey capabilities.

10/2/19Splunk (NASDAQ:SPLK) acquired SignalFX (San Mateo, CA) for $1.05bn. SignalFX is a SaaS company offering real-time monitoring and metrics for cloud infrastructure, microservices and applications.

NOVEMBER 2019


12x

15x

18x

21x

24x

4.0x

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6.0x

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10.0x


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enue



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150

180

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5 Year M&A Data & Analytics Financials Index vs. S&P 500, base = 100

M&A D&A Financial Index S&P 500


S&P Global Inc. 63,794 68,271 10.9x 10.3x 21.6x 19.8x 3% 6% 51% 52%Moody's Corporation 42,138 46,804 9.0x 9.8x 22.2x 20.4x 2% (9%) 40% 48%IHS Markit Ltd. 29,051 33,995 8.5x 7.7x 25.7x 19.3x 11% 10% 33% 40%Experian plc 28,300 31,510 6.6x 6.3x 20.3x 18.6x 6% 4% 32% 34%Verisk Analytics, Inc. 24,243 26,860 11.2x 10.3x 25.7x 22.2x 12% 8% 44% 46%MSCI Inc. 21,038 22,919 16.0x 14.8x 30.1x 27.2x 13% 8% 53% 54%CoStar Group, Inc. 20,090 18,838 15.8x 13.6x 53.4x 37.7x 23% 17% 30% 36%Equifax Inc. 16,963 20,148 5.9x 5.7x 27.1x 17.1x 1% 3% 22% 34%TransUnion 16,022 19,571 8.4x 7.4x 23.9x 18.9x 20% 14% 35% 39%FactSet Research Systems Inc. 9,993 10,182 7.4x 7.0x 22.3x 19.7x 9% 6% 33% 36%Fair Isaac Corporation 9,363 10,082 9.5x 8.5x 40.8x 40.8x 12% 11% 23% 21%Morningstar, Inc. 6,995 7,353 7.2x 8.2x 27.3x 28.3x 12% (12%) 26% 29%CoreLogic, Inc. 3,222 4,979 2.8x 2.8x 12.8x 10.2x (3%) (2%) 22% 28%



Information & Market Research

Public Market Data

05

Recent Activity


10/30/19

Eversana (Milwaukee, WI) agreed to acquire Cornerstone Research (Ontario, Canada) for an undisclosed sum. Cornerstone Research is a leading Health Economics and Outcomes Research (HEOR) services provider, working with leading pharmaceutical and medical device companies across the globe.

10/17/19

Morningstar Australasia (Sydney, Australia) acquired Cuffelinks (Sydney, Australia) (now known as Firstlinks) for an undisclosed sum. Firstlinks engages in publishing content related to financial markets such as financial research, newsletters and investment commentary.

10/2/19

CoStar (NASDAQ:CSGP) agreed to acquire STR (Hendersonville, TN) for $450mm. STR provides benchmarking and financial analysis services for the hotel sector. STR aggregates data on occupancy rates, room rates and revenue per available room from over 65,000 hotels, representing nearly 9 million rooms in over 180 countries.

NOVEMBER 2019

Sources: Marlin & Associates, Capital IQ, and public sources. All market and operating data are as of 10/31/19. These companies are only a sampleof firms in the sector as M&A defines it. M&A calculates Trim Mean and Median multiples for the sector over time using data from a set of companiesthat M&A believes to be reasonable and may not be identical to the set reflected above. Trim Mean excludes the highest and lowest multiple of thedata set.


Reed Elsevier (RELX Group) 46,494 55,046 5.7x 5.4x 18.9x 15.0x 2% 6% 30% 36%Thomson Reuters 33,460 34,304 6.2x 5.8x 31.8x 22.8x 4% 8% 20% 25%Wolters Kluw er 19,289 21,855 4.6x 4.3x 17.0x 14.9x (2%) 8% 27% 29%Informa 13,121 16,969 5.6x 4.6x 18.0x 13.2x 35% 21% 31% 35%Gartner 14,398 17,196 4.3x 4.1x 28.2x 25.2x 20% 7% 15% 16%Nielsen 7,148 15,837 2.4x 2.4x 10.8x 8.5x (1%) (1%) 23% 29%Pearson 7,058 8,641 1.6x 1.7x 12.4x 9.1x (9%) (5%) 13% 19%Euromoney Institutional Investor 1,840 1,802 3.6x 3.6x 7.2x 12.8x (1%) 0% 50% 28%Forrester Research 670 821 2.3x 1.8x 26.4x 29.8x 6% 29% 9% 6%comScore 202 407 1.0x 1.0x na na 4% (7%) na na



Insurance Software

Public Market Data

06

[1] AON, Cerner, HealthEquity, Crawford & Company and EverQuote added as of October 2019.

Recent Activity


10/22/19

Bow River Capital Partners (Denver, CO) acquired a majority stake in CHSI Technologies (Henderson, NV) for an undisclosed sum. CHSI Technologies provides a cloud-based insurance platform that helps insurance companies comprehensively manage policies, underwriting, safety and loss prevention, customer relationship management, financial operations, and compliance and regulatory reporting.

10/15/19

Applied Systems (University Park, IL) acquired Policy Works (Calgary, Canada) for an undisclosed sum. Policy Works provides commercial management systems and software for the insurance industry. Their point-of-sale solutions allow brokers to instantly create legally binding commercial lines policies.

10/7/19Next Insurance (Palo Alto, CA) raised $250mm in a Series C funding round led by Munich Re (ETR:MUV2). Next Insurance provides online insurance products and services to small businesses.

NOVEMBER 2019


AON 46,481 54,357 5.0x 4.9x 18.8x 17.1x 8% 3% 27% 29%Cerner 21,326 21,865 4.1x 3.8x 18.1x 13.3x 4% 6% 22% 29%Guidew ire Softw are 9,478 8,661 11.7x 12.2x nm 60.8x 29% (4%) 9% 20%HealthEquity 4,018 3,243 11.3x 6.3x 33.8x 19.6x 25% 80% 33% 32%CorVel 1,446 1,448 2.5x na 18.1x nm 7% na 14% nmEbix 1,319 2,011 4.0x 3.4x 12.3x 11.1x 37% 17% 33% 31%Sapiens 1,130 1,181 4.1x 3.6x 31.1x 21.4x 8% 12% 13% 17%Craw ford & Company 521 780 0.7x 0.7x 8.3x 6.7x (3%) (0%) 9% 11%EverQuote 852 810 5.0x 3.3x nm nm 29% 49% nm 3%Majesco 403 373 2.7x na 29.5x nm 15% na 9% nm




Payment Technology

Public Market Data

09

NOVEMBER 2019

[1] PayPal (PYPL) added as of 7/7/15, Square (SQ) added as of 11/20/15.

12x

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5 Year LTM Revenue & EBITDA Multiples[1]


90

124

158

192

226

260


5 Year M&A Payment Tech Index[1] vs. S&P 500, base = 100

M&A Payment Tech Index S&P 500

Recent Activity


10/20/19Lightspeed POS (TSX:LSPD) agreed to acquire Kounta (Sydney, Australia) for $61.9mm. Kounta is a cloud-based point-of-sale solution provider for small and medium-sized businesses in the hospitality industry.

10/14/19Repay (NASDAQ:RPAY) acquired APS Payments (Mesa, AZ) for $60mm. APS Payments provides flexible and integrated payment processing solutions for businesses.

10/7/19

NCR (NYSE:NCR) acquired Midwest POS Solutions (Anderson, IN) for an undisclosed sum. Midwest POS Solutions provides cash register and point-of-sale solutions, specializing in turn-key business solutions that include hardware, software and training.


PayPal 123,671 118,686 7.7x 6.7x 43.4x 24.9x 18% 15% 18% 27%Square 28,632 28,527 8.6x 7.2x nm nm 49% 20% 1% 10%FleetCor Technologies 26,633 30,021 12.3x 11.3x 22.3x 19.7x 8% 9% 55% 57%Global Payments 30,037 38,215 9.6x 6.9x 29.0x 19.9x 13% 39% 33% 35%Wirecard 15,487 13,281 5.9x 4.5x 20.7x 15.4x 34% 30% 28% 29%Western Union 10,696 12,798 2.3x 2.4x 9.3x 9.8x 1% (5%) 25% 25%WEX 8,288 10,810 7.2x 6.2x 19.7x 15.3x 20% 16% 37% 41%Euronet Worldw ide 7,840 7,554 3.0x 2.7x 16.0x 12.3x 13% 11% 19% 22%Cielo 4,953 7,954 2.8x 2.9x 7.2x 10.9x 1% (5%) 39% 27%EVERTEC 2,243 2,709 6.0x 5.6x 15.6x 12.0x 11% 6% 38% 47%PayPoint 809 761 2.5x 2.2x 10.3x 9.6x 13% 13% 25% 23%MoneyGram International 303 1,075 0.7x 0.8x 5.2x 5.0x (10%) (9%) 14% 16%




Securities Exchanges

Public Market Data

08

Recent Activity


11/6/19 Miami International Holdings (MIH) acquired a controlling stake in the Bermuda Stock Exchange (BSX) for an undisclosed price.

10/11/19Sportex acquired rival sports trading software firm Global Sports Exchange in a deal speculated to be in excess of £19 million. Global Sports Exchange allows you to trade professional sports teams like stocks.

10/9/19Tradegate Exchange GmbH announced the completion of an asset deal to acquire 100% of the shares in the Börse Berlin AG, the operating company of the traditional Berlin Stock Exchange and the London-based platform, Equiduct.

NOVEMBER 2019



CME Group 73,734 76,999 17.9x 15.6x 26.4x 23.5x 18% 14% 68% 66%IntercontinentalExchange (ICE) 53,102 60,707 12.2x 11.6x 19.8x 18.0x 7% 5% 62% 65%Hong Kong Exchange 39,479 32,482 16.1x 15.6x 22.5x 20.7x 21% 3% 71% 75%Deutsche Börse Group 28,242 29,881 9.4x 9.2x 17.0x 15.1x 9% 2% 55% 61%London Stock Exchange (LSE) 31,668 33,373 8.8x 8.2x 14.8x 15.3x 13% 7% 60% 54%BM&F Bovespa 23,944 22,980 19.7x 16.4x 25.0x 22.9x 32% 20% 79% 72%The Nasdaq OMX Group 16,665 20,032 7.9x 7.9x 15.5x 15.3x 5% 0% 51% 52%CBOE 12,885 13,614 11.3x 11.9x 16.4x 17.5x (2%) (6%) 69% 68%Australian Exchange (ASX) 10,915 9,873 17.0x 16.0x 22.1x 21.1x 9% 6% 77% 76%Japan Exchange Group (JPX) 8,833 7,657 6.7x 7.1x 10.1x 10.6x 9% (5%) 66% 66%Singapore Exchange (SGX) 7,055 6,474 10.1x 9.3x 19.2x 15.7x 6% 10% 53% 59%Euronext 5,573 6,346 9.3x 8.4x 16.7x 14.2x 16% 11% 56% 59%TMX Group 4,942 5,611 9.3x 9.2x 16.7x 15.9x 6% 1% 56% 58%



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5 Year M&A Sec Exchanges Index vs. S&P 500, base = 100

M&A Sec Exchanges Index S&P 500

09

Sectors’ Relative Multiples

NOVEMBER 2019

Sources: Marlin & Associates, Capital IQ, and public sources. All market and operating data are as of 10/31/19. These companies are only a sampleof firms in the sector as M&A defines it. Sector Averages represent the Trim Mean, which excludes the highest and lowest multiple of the data set.

EV/2019E Revenue

EV/2019E EBITDA

11.2x

8.6x

6.3x

4.7x 4.4x 4.2x3.5x

0

2

4

6

8

10

12

SecuritiesExchanges

Data &Analytics -FinancialServices

BankingSoftware &Processors

PaymentTechnology

CapitalMarkets

Software &Services

InsuranceTechnology

Information& MarketResearch

EV/2

019E

Rev

enue

22.7x

19.2x17.4x 17.4x

16.2x 16.1x13.9x

0x

5x

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15x

20x

25x



SecuritiesExchanges

InsuranceTechnology

CapitalMarkets

Software &Services


PaymentTechnology

EV/2

019E

EBI

TDA

10

Sectors’ Relative Operating Metrics

Revenue Growth (CY 2018 – CY 2019)

EBITDA Margin (CY 2019)

NOVEMBER 2019

Sources: Marlin & Associates, Capital IQ, and public sources. All market and operating data are as of 10/31/19. These companies are only a sampleof firms in the sector as M&A defines it. Sector Averages represent the Trim Mean, which excludes the highest and lowest multiple of the data set.

19%

11% 10%

6% 6% 5% 5%

0%

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6%

8%

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InsuranceTechnology

PaymentTechnology


CapitalMarkets

Software &Services



SecuritiesExchanges

Reve

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Grow

th

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38%

29% 29% 27% 26% 20%

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PaymentTechnology


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Software &Services


InsuranceTechnology

EBIT

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argi

n

11

Merger and Acquisition Transactions

Software and Services Transaction Activity

Software and Services Transaction Multiples

Note: Mid-market M&A defined as transactions with enterprise values below $1 billion.

(1)

(1)

(1)

NOVEMBER 2019

0.0

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0

50

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Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2017 2018 2019

Agg

rega

te V

alue

($b

n)

Num

ber

of T

rans

actio

ns

Number of Transactions Aggregate Value

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Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2017 2018 2019

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/ R

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ue

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/ E

BIT

DA

EV / EBITDA EV / Revenue

12

Transaction Overview

On July 26th, 2019, GBST (ASX:GBST) announced a definitive agreement to be acquired by FNZ for $182mm USD, the deal was finalized on November 5th, 2019.

GBST is an Australia-based provider of retail and institutional software products including client accounting and securities transaction technology solutions for the wealth management and capital market industries worldwide.

A spirited bidding war ensued that included Bravura Solutions (Australian-based), SS&C Technologies and GBST

On June 19th Bravura raised their initial offer from A$2.50 per share to A$2.72; and on June 27th raised it again to A$3.00, only to withdraw their offer, after SS&C offered A$3.25 per share, which they later raised to A$3.60. FNZ topped that bid with a binding offer of A$3.85 per share.

GBST’s $182mm Sale to FNZ

Rationale

Opportunity to reinforce FNZ’s global brand as a leading B2B digital wealth management PaaS provider for financial institutions

Offers FNZ the opportunity to expand its product and service offering in both wealth management and capital markets, while bolstering its position in the UK platform market

M&A’s Role

In early 2019, when GBST received an unsolicited acquisition offer from its Australian-based publicly traded competitor Bravura Solutions, GBST asked Marlin & Associates to assist in identifying other suitors willing to pay a higher price that would create a competitive bidding process.

M&A identified and conducted discussions with FNZ, facilitated information exchange, and eventually helped GBST complete a transaction with a preferred partner that also delivered a satisfying result for GBST’s shareholders, employees, and management, at a share price that was 54% above Bravura’s initial offer.

M&A served as financial advisor to GBST and its shareholders. We have known both GBST and FNZ for many years and are pleased to have played an important role in bringing these two market-leading capital market and wealth management technology firms together.

“The team at Marlin & Associates helped us get the best value for our company. They know the players and values of this industry at a level few can match. They guided us and brought multiple highly qualified buyers into the process - including FNZ, with whom we look forward to joining. We thank the Marlin & Associates team and look forward to working with them again in the future.”

Rob DeDominicisCEO, GBST

NOVEMBER 2019

Brisbane, Australia

has been acquired

Edinburgh, United Kingdom

Marlin & Associates acted as strategic and financial advisor to

GBST

CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

13

“The team at Marlin & Associates was critical to our completion of this important strategic transaction, providing invaluable guidance throughout every step of the process. Their expertise in financial technology, SaaS, and the Salesforce ecosystem helped us to prepare effectively and best position Tier1CRM to potential investors. Their knowledge of the market helped us to identify the ideal investors as we move into the next phase of growth at Tier1. We could not have closed this transaction without their steady hand throughout.”

Mark Notten CEO, Tier1CRM

Marlin & Associates acted as exclusive strategic and financial

advisor to RapidRatings.

San Francisco, CA

has received a $30 million equity investment from

New York, NYCharlotte, NC


advisor to Zenmonics.

has received an equity investment from

Jacksonville, FL

Marlin & Associates acted as exclusive strategic and financial advisor to TradingScreen Inc.

London, UKhas sold a minority equity interest in its subsidiary

Singapore

London, UK

London, UKhas sold Preqin Solutions to

Boston, MAA portfolio company of


advisor to Preqin, Ltd.

Shelton, CT

has acquired

Kansas City, MO


advisor to TABS Analytics.

Wilton, CT

has received a majority equity investment from


advisor to Private Client Resources, LLC.

New York, NY

Reston, VA

has been acquired by


advisor to Zoomdata, Inc.

Mclean, VAA portfolio company of

Alpharetta, GA



advisor to P2Sample, LLC.

Stockholm, SwedenA portfolio company of

Chicago, IL

has received a majority equity investment from


advisor to InRule Technology, Inc.

Los Angeles, CA

New York, NY

has received a $61mm investment from

Boston, MA


advisor to SERMO, Inc.

NOVEMBER 2019

Orlando, FL

has received growth capital from

Marlin & Associates acted as exclusive strategic and financial advisor to

Kore.ai

Vancouver, BC

London, UK

has agreed to be acquired by

Marlin & Associates acted as strategic and financial advisor to

StatPro Group plc

Pittsburgh, PA

A portfolio company of

CLIENTS CHOOSE M&A TO ADVISE THEM ON THEIR IMPORTANT STRATEGIC MOVES

14

“Throughout this process, the team at Marlin & Associates provided great financial and strategic advice. They served as a true strategic partner and integral part of the team as they guided the complex cross-border carve-out project. Marlin & Associates unique industry expertise played a critical role in bringing this project to a successful conclusion for all stakeholders."

Eric SinclairPresident, TMX Datalinx


Marlin & Associates acted as exclusive strategic and

financial advisor to Alacra, Inc.

Palo Alto, CA

New York, NYParis, France

Palo Alto, CA


financial advisor to Everteam.

has acquired the Business Process Management business

from

Campbell, CA

received an investment from


advisor to Trunomi.

Boston, MA

Windsor, CT

Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies.


Brentwood, TN

a portfolio company of

Marlin & Associates acted as strategic and financial advisor to Agilum Healthcare Intelligence.

has been acquired bySan Mateo, CA


advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan

Salt Lake City, UT

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to iTransact Group, LLC.


Phoenix, AZ

Boston, MA and San Francisco, CA


advisor to BillingTree.

has completed a majority recapitalization with

has received an equity investment from

Marlin & Associates acted as exclusive strategic and financial advisor to Investment Metrics.


advisor to Tier1CRM.

has received an equityinvestment from

NOVEMBER 2019


financial advisor to MSCI Inc.

New York, NY

has sold Financial Engineering Associates, Inc. to

A portfolio company ofDallas, TX

New York, NY

has acquired

New York, NY

Marlin & Associates acted as exclusive strategic and financial advisor to Aquiline Holdings LLC.

Financial Technology Deal of the Year (2012, 2011)

North America Small Mid Markets Corporate Deal of the Year (2013)

Corporate M&A Deal of the Year (2010)

Technologies Deal of the Year (2010)

INDUSTRY RECOGNITION AND AWARDS

15Note: Not a complete list.

NOVEMBER 2019

2015, 2016, 2017, 2018, 2019

TMT Advisory Firm of the Year

US Boutique Investment Banking Firm of the Year

Middle-Market Investment Bank of the Year

Game Changer of the Year

Professional Services B2B Deal of the Year

Cross-Border Boutique Investment Banking Firm of the Year

Emerging Leaders Award

Advisory Firm of the Year

Boutique Investment Banking Firm of the Year

Middle Market Investment Banking Firm of the Year (2008, 2007)

Middle Market Technology Deal of the Year (2008)

USA TMT Advisory Firm of the Year (2012)

2014, 2015, 2016, 2017

Ken Marlin

Founder and Managing Partner of M&A• Named one of II’s Tech 50 - Most

Influential• Member Market Data Hall of Fame• MD Veronis Suhler Stevenson• CEO of Telesphere Corporation • CEO of Telekurs (NA)• EVP Bridge Information systems• SVP at Dun & Bradstreet• BA from the University of California (Irvine)• MBA from UCLA, post-MBA from New

York University

• 18+ years of investment banking andprivate equity experience

• Named twice to Dealer’s Digest and recently M&A Advisor’s “40-Under-40”

• Founded Marlin & Associates with Ken Marlin

• Formerly at Veronis Suhler Stevenson, Morgan Stanley, and American International Group

• BS from Binghamton University

MARLIN AND ASSOCIATES: WHO WE ARE

Our Senior Team Brings Extensive Depth, Breadth and Industry Expertise to our Clients

Michael Maxworthy

16

"The Marlin & Associates team was a highly valued player in completing our transaction. Their professional expertise and commitment to the process, preparation, positioning, presentation, and leadership got us to the finish line. They’re smart, available whenever needed, and bring the work ethic to get the deal done.”

Roman BrunnerCEO, QuoVadis

Anup Agarwal

• 18+ years of investment banking experience

• Formerly at Lehman Brothers, Bear Stearns and Houlihan Lokey

• MBA, University of Virginia (Darden); BS, Birla Institute of Technology & Science

Tom Selby

• 18+ years of M&A experience • VP of Business Development at SunGard• Founder of software company sold to

SunGard • Started career designing trading software

for TD Bank• BaSC, Engineering from University of

Toronto

Dan Zircher

• 30+ years of investment banking experience

• Previously led fintech m&a advisory firm• Mentor at University of Chicago • Formerly at Merrill Lynch, Mesirow

Financial and Fox Pitt Kelton• MBA, DePaul University; BS, Northern

Illinois University

NOVEMBER 2019

New York | Washington, D.C. | Chicago | Torontowww.MarlinLLC.com

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dear clients and friends · 2019-11-02 · mortgage solutions) ... hongsheng investment co., fosun...

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