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JEGI2013M&AOverview DealsVolumeRisesin2013vs.2012,duetoBlockbusterPublicis/OmnicomMerger
New York, NY January 2, 2013 Mergers and acquisitions in the media, information, marketing and relatedtechnologysectorssaw1,394transactionsannouncedatatotalvalueof$88.6billion.Dominatedby the $21.9 billion Publicis/Omnicom merger, the value of announced deals climbed 19%, while the number of deals remained relatively flat vs. 2012, according to The Jordan, Edmiston Group, Inc. (JEGI) (www.jegi.com), the leading independent investment banking firm specializing in M&A advisory services acrossthesecoremarkets. Marketing & Interactive Services continued to lead with 479 announced transactions valued at $45.1 billion, accounting for approximately 66% of total deal volume and nearly 50% of value in 2013, including the blockbuster Publicis/Omnicommerger. Healthcare Information & Technology was the second most active sector with $10.5 billion in deal value, followed by Mobile Media & Technology, ending the year with $7.4 billion in M&A, more than double the total for 2012. The Education Information, Technology and Training, Database and Information Services, and B2C Online Media & Technology sectors each saw over $6 billion in announced transactionvalue. TheReturnofLargeDeals 2013 saw 14 transactions at $1 billion+ in value, with four of the top five in the Marketing & Interactive Services sector. The largest deal of the year was the $21.9 billion merger of Publicis and Omnicom, expectedtocloseinthefirsthalfofnextyear.Thetopfivealsoincludedtheacquisitionsofemailmarketer ExactTarget by Salesforce.com, sports marketing agency IMG Worldwide by William Morris and Silver Lake, and shopper marketing group Valassis Communications by Harland Clarke, a unit of MacAndrews & Forbes. The only top five deal outside of marketing was the acquisition of Springer Science+Business MediabyBCPartners. Theremainingtop30dealswerewelldiversifiedacrosssectors,includingDatabase&InformationServices with four deals, the largest being I HSs $1.4 billion acquisition of R.L. Polk & Co.; Marketing & Interactive Services with another six deals; B2C Online Media & Technology with three deals, led by Yahoos $1.1 billion acquisition of Tumblr; Exhibitions & Conferences with three deals, the largest being Onex Corporations$950millionacquisitionofNielsenExpositions(aJEGItransaction);HealthcareInformation&

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Technology with three deals, including Roper Industries $1.0 billion acquisition of Managed Healthcare Associates; Mobile Media & Technology with three deals, the largest being Baidus $1.8 billion acquisition of 91 Wireless Websoft; Education Information & Technology with two more deals; and Consumer Magazines with one deal, the Funke Mediengruppe $1.2 billion acquisition of Axel Springers Regional Magazines,ProgramGuides&Newspapers.
4 Dec13 Dec13 Jul 13 Dec13 Oct 13 Jun 13 Jul 13 Sep 13 May 13 Aug 13 Apr 13 Dec13 Jun 13 May 13 Sep 13 Nov13 Nov13 Dec13 Dec13 # 1 2 3 Date Jul 13 Jun 13 Jun 13 Buyer PublicisGroupe BCPartners Salesforce.com SilverLake/WilliamMorris EndeavorEntertainment HarlandClarkeHoldings Baidu Oracle SoftBankCorp./GungHoOnline Entertainment IHS FunkeMediengruppe KohlbergKravisRoberts Yahoo SAP RoperIndustries DealertrackTechnologies Google OnexCorporation VistaEquityPartners GoldmanSachs Experian Pearson R.R.Donnelley&Sons

Top30LargestDealsof2013
Seller OmnicomGroup SpringerScience+BusinessMedia ExactTarget IMGWorldwide (ForstmannLittle) ValassisCommunications 91WirelessWebsoft Responsys Supercell R.L. Polk&Co. AxelSpringerRegionalMagazines, ProgramGuides&Newspapers MitchellInternational Tumblr Hybris ManagedHealthcareAssociates Dealer.com Waze NielsenExpositions ActiveNetwork PSAV(Kelso&Company) PassportHealthCommunications MultiBrasil(KineaInvestimentos) ConsolidatedGraphics Sector Marketing&InteractiveServices EducationInformation&Technology Marketing&InteractiveServices Marketing&InteractiveServices Marketing&InteractiveServices MobileMedia&Technology Marketing&InteractiveServices MobileMedia&Technology Database&InformationServices ConsumerMagazines Database&InformationServices B2COnlineMedia&Technology Marketing&InteractiveServices HealthcareInformation&Technology Marketing&InteractiveServices MobileMedia&Technology Exhibitions&Conferences Exhibitions&Conferences Exhibitions&Conferences HealthcareInformation&Technology EducationInformation&Technology Marketing&InteractiveServices Size $21,876 $4,423 $2,539 $2,300 $1,872 $1,848 $1,589 $1,530 $1,400 $1,217 $1,100 $1,100 $1,000 $1,000 $994 $966 $950 $946 $900 $850 $829 $698

16 17 18 19 20 21 22 5 6 7 8 9 10 11 12 13 14 15

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25 Nov13 Jun 13 May 13 Jul 13 May 13 Aug 13 BCPartners Adobe AlibabaGroup TPGCapital TemasekHoldings ExtremeReach # 23 24 Date Sep 13 Mar13 Buyer ViteraHealthcareSolutions (VistaEquityPartners) Expedia

Top30LargestDealsof2013(continued)
Seller GreenwayMedicalTechnologies trivago Mergermarket Neolane Weibo (SINACorporation) TSLEducation MarkitGroup DigitalGeneration,TVBusiness& AdvertisingDistributionBusinessUnit Sector

Size $644 $627 $626 $600 $586 $549 $500 $490

HealthcareInformation&Technology B2COnlineMedia&Technology Database&InformationServices Marketing&InteractiveServices B2COnlineMedia&Technology EducationInformation&Technology Database&InformationServices Marketing&InteractiveServices

JEGIDealAnnouncementsinQ42013 JEGIfinishedouttheyearstrongly,closingfourtransactionsinthelastquarterof2013withawiderange ofbuyers.ThedealsannouncedinQ4included(JEGIclientlistedfirst): ThesaleofCompetitrack,anadvertisingtrackingcompany,toMarketTrack,aportfoliocompanyof AuroraCapital; ThesaleofBGTPartners,acreativedigitalconsultancy,toPwC; ThesaleofThomsonReutersfiduciarytaxoutsourcingbusinesstoEY;and The sale of JD Events Content and Communications World (CCW) and Satellite Communications ConferenceandExpo(SATCON)eventstotheNationalAssociationofBroadcasters(NAB). JEGI foresees that M&A activity will continue to gain momentum in 2014, with a healthy pipeline of transactions and several promising market factors. Technology advances, particularly in mobile and data analytics, continue to drive large and middlemarket companies to make acquisitions in order to maintain competitive relevance. Strong debt markets will continue to encourage lending for private equity and strategic acquirers. At the same time, private equity firms are expected to continue divesting companies acquired during the peak of 20062008 as these approach a typical five to seven year hold period, and PE firms are also looking to invest the capital that was raised in record amounts during 2007 and 2008. And most importantly, business and consumer confidence appear to be cautiously rebounding as the US economyresumeshiring. M&AHighlightsfor2013 Transactionsfortheb2bonlinemediaandtechnologysectordecreasedby32%in2013vs.2012,down to 57 deals for the year. Deal value could not compare to the $7.1 billion Alibaba Group/Yahoo and AdamGross,ChiefMarketingOfficer 2127540710;adamg@jegi.com www.jegi.com

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$3.3 billion Carlyle Group/Getty Images transactions in 2012. Notable deals in the fourth quarter of 2013 included Tribunes acquisition of Gracenote, provider of online music recognition technology, from Sony for $170million, and RealPagesacquisition of Active Building, an online community portal forresidentandstaffcommunicationsinthemultifamilyhousingindustry,for$20million.
IndustrySector B2BOnlineMedia&Technology

Media,Information,Marketing&TechnologyM&AActivity
2013 JanuaryDecember No.of Deals 57 219 34 37 69 81 64 209 479 145 1,394 Value (millions) $601 $6,197 $452 $1,703 $6,029 $6,954 $3,751 $10,458 $45,079 $7,398 $88,623 2012 JanuaryDecember No.of Deals 84 252 34 43 59 64 50 156 485 124 1,351 Value (millions) $11,957 $10,088 $411 $277 $11,450 $5,255 $874 $10,461 $20,501 $3,468 $74,742 %Change No.of Deals (32%) (13%) 0% (14%) 17% 27% 28% 34% (1%) 17% 3% Value (95%) (39%) 10% 515% (47%) 32% 329% (0%) 120% 113% 19%

OnlineMedia&Technology B2C
Business toBusinessMedia ConsumerMagazines Database&InformationServices

Education Information,Technology&Training
Exhibitions &Conferences HealthcareInformation&Technology Marketing&InteractiveServices

Media&Technology Mobile
Total
Source:JEGITransactionDatabase

Theb2conlinemediaandtechnologysectorsawadeclineinthenumberofdealsanddealvalue,13% and 39% respectively, in 2013 compared to 2012;however, it remained the second most active sector in numberofdeals.2013had219dealsforatotalof$6.2billioninvalueinthissector.Q42013sawafew notable deals, including: Groupons acquisition of Living Social Korea, a webbased platform for buying and selling products and services online, for $260 million; HomeAways acquisition of Stayz Group, provider of online holiday booking services in Australia, from Fairfax Digital for $195 million; the IAC/InterActiveCorp acquisition of ValueClicks Owned & Operated Websites, comprises a broad range of content and ecommerce websites including Investopedia and PriceRunner, for $80 million; and the acquisition of upLynk, provider of live, linear, and ondemand video streaming services on variousdevicesandplatforms,byVerizonDigitalMediaServicesforareported$75million. M&A activity for the businesstobusiness media sector remained flat in 2013 compared to 2012, with 34 total transactions. Deal value rose slightly, by 10%, up to $452 million. Notable transactions in Q4 2013 included: RLJ Equity Partners acquisition of Naylor, producer of btob magazines, websites, eventsandrelatedservicesforassociations,fromZelnickMediaandClarityPartnersforanundisclosed amount; the management team buyout of TTG Media, a weekly publication and online website for the travelindustry,fromUBMforanundisclosedsum;andtheacquisitionofWomeninHigherEducation,

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a magazine to empower women working in the higher education field, by John Wiley & Sons also for anundisclosedamount.

The number of transactions in the consumer magazines sector dropped 14% from 2012 to 37 transactions in 2013. However, deal value rose dramatically by 515% to $1.7 billion for 2013, largely due to Funke Mediengruppes $1.2 billion acquisition of Regional Newspapers, TV Program Guides & Womens Magazines from Axel Springer in Q3. The fourth quarter was very quiet in the consumer magazines sector; the only deal of note was Bonniers acquisition of Sport Diver UK, a magazine focusedonthedivingindustry,fromArchantLifestyle,foranundisclosedsum. The database and information services sector saw a 17% increase in the number of deals to 69, but a decline in value, down 47% to $6.0 billion, mainly due to the $3.3 billion takeprivate of Transunion by Advent International and GS Partners in early 2012. Notable deals from this quarter included: BC Partners acquisition of Mergermarket, a mergers and acquisitions intelligence servicing company, from The Financial Times Group/Pearson, for approximately $625 million; Experians acquisition of 41stParameter,afrauddetectionsoftwarecompany,for$324million;andEYsacquisitionofThomson Reutersfiduciarytaxoutsourcingbusinessforanundisclosedsum(aJEGItransaction). The education information, technology and training sector grew in 2013 vs. 2012, up 27% in number of deals to 81 and 32% in value to $7.0 billion, driven by BC Partners $4.4 billion acquisition of a majority stake in Springer Science+Business Media earlier this year. Notable deals in Q4 included: Pearsons acquisition of Multi Brasil, provider of English language education in Brazil, for approximately $829 million; Rosetta Stones acquisition of Tell Me More, publisher of learning language software for corporates, government, academic institutions, and others, for $29 million; Software Technologys acquisition of Chalkable, provider of educational application tools for students, teachers, administrator, and parents, for a reported $10 million; and Goldman Sachs acquisition of a 49%stakeinProQuest,providerofelectronicandmicroforminformationproductstoacademic,school, public,corporate,andgovernmentlibrariesworldwide,fromABRYPartnersforanundisclosedsum. The exhibitions and conferences sector saw a 28% increase in number of deals to 64, and a sharp increase of 329% in deal value, up to $3.8 billion. The jump in value was driven by Goldman Sachs acquisition of PSAV, provider of creative, audiovisual, interactive, staging, and facility services for events, for $900 million this quarter, as well as the $950 million Onex Corporation acquisition of NielsenExpositions(aJEGItransaction)andthe$946millionVistaEquityPartnersacquisitionofActive Network, earlier this year. Other notable deals in this quarter included: Emerald Expositions acquisition of George Little Management (GLM), a leading tradeshow operator, for $335 million; SFX Entertainments acquisition of a 40% stake in Rock World, an electronic music festival in Rio, for approximately $65 million; and the National Association of Broadcasters acquisition of Content and Communications World (CCW) and Satellite Communications Conference and Expo (SATCON) from JDEventsforanundisclosedsum(aJEGItransaction). Compared to 2012, the number of transactions in the healthcare information and technology sector rose by 34%, while the value remained flat. It was the third most active sector (in terms of number of

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deals) and the second largest sector (in terms of deal value) in 2013, with 209 transactions at a total value of $10.5 billion. Notable deals for Q4 included: Experians acquisition of Passport Health Communications, provider of software and solutions for hospitals and other healthcare providers, for $850 million; Hearst Corporations acquisition of an 85% stake in Homecare Homebase, a healthcare software company that provides solutions for the homecare and hospice industry, for an undisclosed amount;andPerceptiveSoftwaresacquisitionofPACSGEAR,providerofimageconnectivitysolutions formedicalimagemanagementandelectronichealthrecordsystems,for$54million. The marketing and interactive services sector continues to be the most active overall in both number of deals and deal value in 2013, with 479 transactions announced at a total value of $45.1 billion, or $23.2 billion without the $21.9 billion Publicis/Omnicom merger. There were several notable deals in thelastquarteroftheyear,including: Silver Lake Management and William Morris Endeavor Entertainment acquisition of IMG Worldwide, a marketing and talent agency in the sports, entertainment, fashion, and media businesses,fromForstmannLittlefor$2.3billion Harland Clarke Holdings acquisition of Valassis Communications, provider of directmarketing products, including coupon dispensers in grocery aisles, newspaper inserts, social media, and more,forapproximately$1.9billion OracleacquisitionofResponsys,amarketingautomationfirm,forapproximately$1.6billion DealertrackTechnologiesacquisitionofDealer.com,providerofmarketingandoperationssoftware andservicesfortheautomotiveindustry,for$994million R.R. Donnelley & Sons acquisition of Consolidated Graphics, provider of digital and commercial printing, fulfillment services, print management and Internetbased technology solutions, for $698 million Alliance Data Systems acquisition of a 60% stake in Brand Loyalty International, provider of promotionalcampaigndrivenloyaltyprogramsforfoodretailsector,for$360million VerizonDigitalMediaServicesacquisitionofEdgeCastNetworks,acontentdeliverynetwork,fora reported$350million Bain Capital acquisition of a 66% stake in Macromill, provider of B2B marketing research services, fromYahooJapanforapproximately$343million Apple acquisition of Topsy Labs, a social media analytics company that provides realtime search andanalytics,forareported$200million Answers Corporation acquisition of ForeSee Results, a provider of online customer satisfaction measurementsolutions,forareported$200million Market Track acquisition of Competitrack, an advertising tracking company, for an undisclosed sum(aJEGItransaction) PwC acquisition of BGT Partners, a digital creative consultancy, for an undisclosed sum (a JEGI transaction)

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Themobilemediaandtechnologysectorcontinuestogrowrapidlyasthenumberoftransactionsrose by 17% to 145, and deal value more than doubled to $7.4 billion, due to SoftBank Corp. and GungHo Online Entertainments acquisition of a 51% stake in Supercell, provider of games for iPads, iPhones, and tablets, for $1.5 billion this quarter, as well as Baidus $1.8 billion acquisition of 91 Wireless Websoft and Googles $966 million acquisition of Waze earlier this year. Other notable transactions from this quarter included Under Armours acquisition of MapMyFitness, a suite of social wellness orientedwebsitesandmobileandtabletapplications,for$150million,andAlibabaGroupsacquisition ofUMeng,providerofananalyticstoolformobiledevelopers,for$70million.

AboutJEGI The Jordan, Edmiston Group, Inc. (JEGI) of New York has been the leading independent investment bank for the media, information, marketing and technology sectors for more than 26 years. The firm has completed over 500 highprofile M&A transactions for global corporations; middlemarket and emerging companies; entrepreneurial owners; and private equity and venture capital firms. For more information, visitwww.jegi.com. ###

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