Recent
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Client / Counter Party
In December 2011, Welsh, Carson, Anderson & Stowe XI, L.P. acquired majority control of TPT from ABRY Partners and TPT’s management in a transaction that was funded through a combination of new equity, roll-over equity, senior secured debt and mezzanine debt. The terms of the transaction were not disclosed. According to a Standard & Poor’s Credit Research Report, the transaction included about $255 million of senior secured credit facilities and involved pro forma adjusted leverage of about 6.1x 2010 EBITDA (including treatment of preferred stock as debt).
Role
Marlin & Associates identified Triple Point as a potential opportunity, helped WCAS conduct a thorough review of TPT’s business and financial results and worked with WCAS to conduct negotiations - seeking and finding resolution for deal-related issues. Ultimately, M&A helped WCAS acquire majority control of TPT acting acted as exclusive strategic and financial advisor to WCAS for one of the energy and commodities technology sector industry's largest and most significant transactions. It is the fourth significant transaction in the energy and commodities technology sector on which M&A has advised.
Business Description
Private equity firm Welsh, Carson, Anderson & Stowe (“WCAS”) is one of the largest and most successful private equity investment firms in the United States. Since its founding in 1979, WCAS has organized 15 limited partnerships with total capital of $20 billion, which it has invested into more than 150 companies. The firm focuses its investment activity exclusively in information/business services and healthcare – seeking to buy growth businesses, partner with outstanding management teams and build value for investors through a combination of operational improvements, internal growth initiatives and strategic acquisitions. In mid-2011, Marlin & Associates (“M&A”) met with members of the WCAS senior management to discuss potential investment opportunities. At that time M&A highlighted several potentially interesting opportunities including Triple Point Technology, Inc. (“TPT”, “Triple Point” or the “Company”). Founded in 1993, Triple Point Technology, based in Westport, Connecticut, is a provider of software to manage commodities and enterprise risk. The Company’s over 600 employees serve clients in Asia, Africa, Australia, Europe, North America and South America from its development and support centers in Westport, Houston, Miami, Singapore, London, Pune and Chennai. M&A was familiar with the Company, having advised TPT on its recapitalization by ABRY partners in 2006 and having maintained close ties to both TPT and ABRY over the intervening years. Founded in 1989, ABRY Partners is one of the most experienced and successful media, communications, business and information services-focused private-equity investment firms in North America.
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Client / Counter Party
In mid-2010, the founders approached M&A and asked for financial and strategic guidance as they considered a variety of options including a sale of the Company or raising growth capital. Marlin & Associates organized a team to work with Atrium’s management and it’s Board in an effort to present the firm in the best light to multiple constituencies. The team led preparations for due-diligence reviews; identified key strengths and weaknesses, and worked with the Company to strengthen those weaknesses before presenting to outside parties. M&A then helped the owners and Management conduct a disciplined process that identified and then focused on discussions with a select group of potential partners. The process ultimately generated multiple indications of interest from financial sponsors interested in making minority and majority investments as well as from strategic firms interested in outright acquisition. For several months, the path seemed to be heading to investment by a third party that also would take over some of Atrium’s wide spread geographic operations. But ultimately, the owners were presented with a more attractive offer to join with TMX Group (TSX: X), Canada’s leading stock exchange operator, to help them build out a global technology infrastructure. In June 2011, nearly a year after the process started, the owners completed the sale of the Company to TMX, during the same period TMX was entering into strategic / merger discussions with the London Stock Exchange and the Maple Group, a consortium of Canadian financial firms. Atrium management joined TMX to help build out the exchanges’ technology offerings. The acquisition of Atrium has allowed TMX to strengthen its technology, its management team and its European presence and put it in a better position to expand its TMX Datalink offerings in Europe and the United States.
Role
Marlin & Associates managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to Atrium Network.
Business Description
Atrium Network (“Atrium” or the “Company”) is venture-backed company that offers a very high speed, low-latency, reliable, venue-neutral, infrastructure to connect its clients, primarily financial institutions, with approximately 24 exchanges, clearing houses, settlement depositories and other technology suppliers and trading venues in Europe and North America – including NYSE Euronext, Nasdaq OMX, CME Group and Chi-X Europe – and 300 sources of data in more than 11 countries. The Company, domiciled in Luxembourg with most of its staff in London, and New York was founded July 2006 by two French men in an effort to create a better high-speed market infrastructure than the one they had helped to develop when both were employed by BT Radianz. The solution they envisioned and built includes the telecommunications network and data feed handlers as well as associated required services such as co-location hosting and performance monitoring systems. By early 2010, Atrium had more than 150 clients including banks hedge funds, high-frequency traders and other institutional investors on its own Financial Community Extranet that had points-of-presence in 19 locations across three continents.
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Client / Counter Party
Local Japan-based representatives of NYXT made the initial contact with the Company. Following these conversations, Marlin & Associates followed up with Metabit’s founder and its financial advisor. These discussions progressed slowly over many months. NYXT personnel visited the company in Japan and the Company’s founder visited NYXT in New York. Eventually the two firms agreed to exchange confidential information. This then led to serious discussions about how the two companies could work together. After several months, the companies entered into an exclusive dealing period. Marlin & Associates worked with NYXT to conduct a detailed review of Metabit’s operational strengths and weaknesses, financial results and to coordinate and conduct negotiations. This was conducted and completed during the same period that NYSE Euronext entered into merger discussions with the Deutsche Boerse and a disastrous earthquake shook Japan. The acquisition provided NYXT with access to Metabit’s 140 buy side and sell side customers and a team with deep roots and expertise in the Asian financial services community.
Role
Marlin & Associates assisted in the due diligence reviews, coordinated negotiations (seeking and finding resolution for deal-related issues) and acted as exclusive strategic and financial advisor to NYSE Euronext.
Business Description
In late 2010, NYSE Technologies (“NYXT”), a division of NYSE Euronext, working together with Marlin & Associates, identified Metabit (the “Company”) as a highly strategic prospective acquisition candidate that could accelerate NYXT’s expansion into Asia, specifically Japan, and further NYXT’s goal of becoming the leading technology provider to financial services firms that operate in and trade into the Asia-Pacific region. Metabit is a Tokyo based company that provides order-routing connectivity for buy-side and sell-side firms throughout Japan and Asia. The Company offers a suite of ultra-low latency exchange connectivity to 14 liquidity venues in Asia, support for equities, futures & options, and contracts for difference products. They also provide an execution system to enable buy side electronic trading.
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Client / Counter Party
M&A organized a team to manage the process. The team worked with Management to be able to present the firm in the best light to multiple constituencies; led preparations for due-diligence reviews; identified key strengths and weaknesses, and worked with the company to strengthen those weaknesses before presenting to outside parties. Photolibrary’s disparate shareholder base (comprised of management, individual investors and institutional investors) presented challenges in negotiating an agreement acceptable to all parties. Complicating matters further, the difference in the time zones between parties in Australia, London, Seattle, and New York, provided some logistical challenges to be managed. Approximately five months after engaging M&A, Photolibary was acquired by Getty Images. The acquisition of Photolibrary considerably strengthened Getty Images’ market position in Asia, Australia and the UK. At the same time, longtime shareholders of Photolibrary were able to realize the value from their investment in Photolibrary with an exit to the leading player in the industry.
Role
Marlin & Associates managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to Photolibrary Group.
Business Description
The Photolibrary Group was founded in 1967 in Sydney, Australia. Over 40 years, the company had become a global player in the stock photography industry, establishing offices in fourteen countries on four continents. As the evolution of digital photography and internet distribution caused considerable disruption to the stock photography industry, Photolibrary outlasted many of the traditional stock photography companies and remained a formidable independent player. While the company had held some discussions with other industry players over time, the shareholders had different opinions as to the value of the business. Upon receipt of significant interest from a leading industry player and major competitor, Photolibrary’s board of directors engaged M&A to run a process to identify and evaluate potential buyers while progressing the discussion with the existing suitor. Ultimately the shareholders agreed to sell the business to the largest industry player, Getty Images.
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Client / Counter Party
M&A helped Navinet’s Management to assess target companies in the sector and conduct due diligence and valuation analysis on Prematics. After several weeks of negotiations, Navinet entered into an agreement to acquire Prematics, a market leader in electronic prescriptions. The acquisition of Prematics allowed Navinet to enter a new area: integrated mobile care management capabilities with medical office workflows to enable the delivery of clinical, administrative and financial information to physicians’ handheld devices. The solution is the only one of its type to embed mobile healthcare messaging and best-of-breed clinical decision support into the e-prescribing workflow. As a result, when physicians are in the exam room prescribing medications via handheld device, they can also use the device to receive information about generic or alternative drugs; submit real-time authorizations; and view benefits information in real time to determine patient financial responsibility.
Role
Marlin & Associates managed the process and acted as the exclusive strategic and financial advisor to Navinet in its acquisition of Prematics.
Business Description
NaviNet, America’s largest real-time healthcare communications network, securely links leading health plans, industry partners and the government to hundreds of thousands of physicians, clinicians and other healthcare professionals. More than 70 percent of the nation’s physicians are enrolled in the NaviNet Network, which touches 121 million covered lives. NaviNet’s solutions and services for unified patient information management (UPIM) address the full lifecycle of healthcare data management by providing single-source access to patient-centric administrative, financial and clinical information to reduce costs, increase efficiencies and improve quality of care. They engaged M&A as the Company’s exclusive strategic and financial advisor.
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Client / Counter Party
There were myriad challenges in executing this transaction: complete two acquisitions simultaneously – with one firm in California, one in London and a buyer in Colorado made it enough of a challenge. Completing two simultaneous deals under intense time pressure added to the stress levels. Getting consensus from a board made up of members with diverse agendas and not the same objectives added to the complexities. The buyer identified was not willing to pay what the sellers were asking. The key to success was motivating one of the strategic buyers to increase its bid, without losing the financial sponsors as back up. M&A worked with the bidders and the company to produce pro-forma historical financials, and projections as well as a pro-forma organization for the new company. Synergies were quantified and extensive due diligence managed. Eventually, M&A was able to get IHS to increase its bid sufficiently such that the iSuppli Board agreed to a transaction. On December 3rd 2010, IHS announced the acquisition of iSuppli, and the near simultaneous acquisition of Screen Digest by iSuppli.
Role
Marlin & Associates managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to iSuppli.
Business Description
§iSuppli Corporation, the California-based global leader in technology value-chain research and advisory services approached Marlin & Associates with a challenge. Six months earlier, they had agreed to acquire Screen Digest, a London UK-based firm that operated in an analogous field. The deal was subject to a financing contingency, and iSuppli had been trying to raise the required capital - $20 million - on its own – in a tough environment. iSuppli’s existing shareholders, including Goldman Sachs’ Hudson Street group and two other financial sponsors were constrained. Goldman wasn’t making follow-on investments; and the other two firms were at end-of-life and prohibited from making additional investments. Time was running short – iSuppli had four months to raise the capital and complete the acquisition or it was likely to lose the opportunity. M&A rapidly put together a team of seasoned bankers and worked with the company to prepare a detailed Confidential Information Memorandum that described both iSuppli and Screen Digest; the potential for each to grow substantially on their own; and the synergies between them. Then Marlin approached a select group of financial sponsors and strategic firms. Management meetings were held and bids solicited. With 90 days to go, several financial sponsors expressed interest in supporting iSuppli and its Screen Digest transaction at valuations and terms that were acceptable to the iSuppli board. In addition, two strategic firms indicated interest in acquiring 100% of iSuppli together with Screen Digest, at values significantly higher than those indicated by the financial sponsors. However, these values were still less than the value that some iSuppli board members had determined would be required for a complete exit. Some board members didn't want to sell at all (now). Further, Management was optimistic about the future and - as the holders of considerable amount of stock options – leaned towards working with a financial sponsor for a few more years before exiting.
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Client / Counter Party
M&A quickly organized a team and worked closely with the QIS management team and board members to evaluate the strategic rationale and potential financial impact of the various alternatives. Within a few weeks, it became clear that the best path forward for QIS was to pursue an acquisition of RI3K in London while continuing to work with their other technology partners. RI3K offered the potential to add customers; a strong London presence; proprietary technology; and an enhanced technology development team, without compromising the Company’s existing relationships. Further, it appeared that a transaction could be completed quickly on reasonable terms. Approximately three months after engaging Marlin & Associates, QIS agreed to acquire RI3K. Management believes that the combination of Qatarlyst and RI3K will help Qatar to become to become a leading hub for reinsurance in the mid-east. They also believe that this acquisition gives Qatar the opportunity to become the worldwide leader for paperless trading of commercial insurance and reinsurance products. Qatarlyst clients are expected to benefit from RI3K’s enhanced technology as well as its interface with London brokers and the international markets. In turn, existing RI3K customers are expected to benefit from long-term financial security and the addition of Qatarlyst’s functionality in areas such as Retakaful, Claims and Accounting. Qatarlyst will remain headquartered in Doha, with RI3K continuing to operate in London where it will be central to Qatarlyst’s strategy to enter the major global reinsurance markets and unify its technology platform.
Role
Marlin & Associates managed the process under intense time pressure. M&A provided guidance on developing options, weighing them and executing; M&A assisted in the due diligence reviews; coordinated negotiations - seeking and finding resolution for deal-related issues; and acted as exclusive strategic and financial advisor to Qatar Insurance Services.
Business Description
Qatar Insurance Services LLC (“QIS”) is a sovereign firm, based in Doha, wholly owned by the Qatar Financial Centre Authority, and owner/operator of Qatarlyst S.P.C., an innovative web-based, insurance and reinsurance trade fulfillment system that allows brokers, insurers, and reinsurers to conduct business through web-based portals rather than traditional paper-based methods. Launched in 2009, over 40 insurance firms in Bahrain, Jordan, Kuwait, Lebanon, Qatar, and the UAE have been approved to use the Qatarlyst service. In early summer of 2010, QIS found itself at a strategic juncture. One of the Company’s long time technology partners had approached them with an opportunity to invest or acquire the firm, but that opportunity had a limited time window. At the same time, RI3K, a London-based pioneer and innovator of technology that supports paperless transactions for the commercial reinsurance industry, was rumored to available – as a result of a bogged down acquisition negotiation. That opportunity also had a limited window of availability. In evaluating these opportunities, QIS not only had to analyze the opportunities (and risks) associated with both potential acquisitions in isolation, they also had to assess how the acquisition of either firm could affect relationships with the Company’s existing technology providers; anticipate the likely impact of either deal on customers, prospects, suppliers and employees; and, most importantly,understand the relationship between these opportunities and QIS’s principal mission of supporting Qatar’s stated desire to become the region’s leading insurance and reinsurance centre. On the recommendation of a QIS board member, QIS management approached Marlin & Associates (“M&A”) with a request for strategic and financial advisory services. They valued M&A’s industry expertise as well as their cross-border transaction experience. They wanted M&A’s unbiased professional guidance on developing their options, weighing them, and executing.
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Client / Counter Party
M&A organized a team to fly to Sydney to manage the process. The team worked with Management to be able to present the firm in the best light to multiple constituencies; led preparations for due-diligence reviews; identified key strengths and weaknesses, and worked with the company to strengthen those weaknesses before presenting to outside parties. NASDAQ OMX was a natural fit and the firm was particularly interested in SMARTS. This interest was driven by the fact they were not only a leader in operating securities exchanges around the world, but they were also a leader in the provision of exchange technology to other exchanges around the world. Since they were already utilizing SMARTS technology, they foresaw the need for all exchanges which made the pursuit very compelling. Approximately seven months after engaging Marlin & Associates, SMARTS Group agreed to be acquired by NASDAQ OMX. The company will continue to be based in Sydney where it will be central to NASDAQ OMX's strategy to diversify its commercial technology business and enter the broker surveillance and compliance market. SMARTS is now part of the NASDAQ OMX Market Technology business, which is based in Sweden and delivers technology to over 70 marketplaces in more than 50 countries.
Role
Marlin & Associates managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to SMARTS Group.
Business Description
SMARTS Group, a fast growing, privately owned company based in Sydney, Australia, is a global leader in providing market surveillance technology for stock, bond, commodity and derivatives exchanges; national regulators; and securities brokerage firms around the world. The company’s products allow exchanges, regulators, brokers and others to detect patterns that may suggest insider trading and other forms of market manipulation. Their proprietary technology allows these users to collect massive amounts of trading-related data from disparate sources, and analyze that data in real time using sophisticated data mining and data visualization tools. At the time of the transaction, twenty-two of the world’s securities exchanges; seven of the world’s most sophisticated regulators; and nearly fifty of the world’s leading securities brokerage firms (“brokers”) relied on SMARTS’ technology to insure the orderly conduct of securities markets. Over the years, SMARTS had been approached by a number of parties interested in some form of a combination or investment - venture capital and private equity players, bankers and industry participants all had indicated interest. Finally, the SMARTS Board concluded that they were open to a number of strategic options ranging from an IPO to a minority investment to a sale of the entire firm, if the value was above a significant threshold. That is when they asked M&A to help them identify and evaluate these various strategic options.
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Client / Counter Party
Ambit Messaging Hub (“AMH”) is a modular, multi-network, high-volume financial messaging software solution. It was developed by SunGard Data Systems (“SunGard”) in Europe and Israel for use by European banks and corporations. Conversations at the operating level between SWIFT and SunGard personnel had led SWIFT to believe that SunGard could be willing to sell this business to SWIFT. These conversations also led SWIFT to believe that there could be significant synergies between AMH and SWIFT and that SWIFT would be a good home for the product line. However, SWIFT had no recent experience making acquisitions. They asked M&A to advise them as they reviewed the opportunity, conducted and managed due diligence reviews, and sought resolution for potential deal-related issues. (This was the second time that M&A advised SWIFT. In 2007, after considerable due diligence, M&A advised SWIFT to not acquire a different European-based firm.) In conversations with SunGard it became clear that, while SunGard was willing to discuss the sale of AMH, there were several areas of complexity. Some of these were on the SWIFT side, as they grappled with how to manage a separate, advanced-technology software business and how to accommodate a separate similar offering within the current SWIFT product umbrella. Some issues were related to AMH’s technology, elements of which are shared with several of SunGard’s other products. There also were potential issues related to customers, products and non-competition agreements al relating to the fact that AMH was designed as new technology to which customers of SunGard’s older ‘Mint’ technology would migrate. There also were issues related to AMH support people – some of whom are based in Europe and others in Israel - and there were issues related to the fact that sale of the Israeli based intellectual property assets required government approvals. M&A worked with SWIFT and SunGard as the parties sought to resolve these issues. Ambit Messaging Hub (“AMH”) is a modular, multi-network, high-volume financial messaging software solution. It was developed by SunGard Data Systems (“SunGard”) in Europe and Israel for use by European banks and corporations. Conversations at the operating level between SWIFT and SunGard personnel had led SWIFT to believe that SunGard could be willing to sell this business to SWIFT. These conversations also led SWIFT to believe that there could be significant synergies between AMH and SWIFT and that SWIFT would be a good home for the product line. However, SWIFT had no recent experience making acquisitions. They asked M&A to advise them as they reviewed the opportunity, conducted and managed due diligence reviews, and sought resolution for potential deal-related issues. (This was the second time that M&A advised SWIFT. In 2007, after considerable due diligence, M&A advised SWIFT to not acquire a different European-based firm.) In conversations with SunGard it became clear that, while SunGard was willing to discuss the sale of AMH, there were several areas of complexity. Some of these were on the SWIFT side, as they grappled with how to manage a separate, advanced-technology software business and how to accommodate a separate similar offering within the current SWIFT product umbrella. Some issues were related to AMH’s technology, elements of which are shared with several of SunGard’s other products. There also were potential issues related to customers, products and non-competition agreements al relating to the fact that AMH was designed as new technology to which customers of SunGard’s older ‘Mint’ technology would migrate. There also were issues related to AMH support people – some of whom are based in Europe and others in Israel - and there were issues related to the fact that sale of the Israeli based intellectual property assets required government approvals. M&A worked with SWIFT and SunGard as the parties sought to resolve these issues.
Role
Marlin & Associates was exclusive financial and strategic advisor to SWIFT. M&A helped SWIFT conduct a thorough review of AMH’s business and financial results and worked with SWIFT to assess AMH’s strategic fit. Ultimately, M&A helped SWIFT acquire 100% of AMH’s assets.
Business Description
On October 15, 2010, SWIFT completed its acquisition of the Ambit Messaging Hub business from SunGard and created a wholly owned SWIFT subsidiary, Arkelis N.V. This new SWIFT subsidiary will be managed from within, but be separate from the rest of SWIFT The management and staff of AMH were transferred from SunGard to Arkelis, which will be led by Hans Cobben, CEO, who joined Arkelis from SunGard as part of the transaction. Arkelis is based in Mechelen, Belgium, with offices in Frankfurt and Zurich. The unit’s focus is to provide a leading-edge, single integration platform primarily for high-volume messaging customers in the financial services industry. The AMH solution will be marketed by SWIFT as AMH (“Advanced Messaging Hub”).
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Client / Counter Party
M&A began by conducting a detailed review of Avox's strengths and weaknesses, commercial and financial results, strategic and product plans, budgets, and forecasts; and began to develop a sense of viable options including bringing in another investor, a merger or an outright sale. M&A then helped to manage a disciplined process that led to a series of discussions with multiple parties in the United States and Europe. About eight months after engaging M&A, Deutsche Börse and the founders signed an agreement to sell 100% of Avox to The Depository Trust & Clearing Corporation (“DTCC”), a leading provider of clearing, settlement and information services. Avox now has been combined with DTCC’s growing range of data management and reference data services aimed at helping its customers around the world improve operational efficiency and mitigate risk. Services including the DTCC Global Corporate Action Validation Service, which provides a centralized source of `scrubbed´ information on corporate actions (e.g. tender offers, conversions, stock splits, dividends and nearly 100 other types of events for equities and fixed income instruments for more than 2 million securities from 160 countries); its New Issue Information Dissemination System (“NIIDS”), part of the underwriting process, which provides data on municipal bonds, equities and corporate bonds that are DTCC-eligible to vendors, dealers and market participants; and security data from its master file, which provides basic information on all securities handled by DTCC's depository. DTCC’s management hopes that in adding Avox, DTCC will be able to offer a true industry-owned utility platform for business entity reference data. Combining Avox's proven capability to deliver high quality content with DTCC's networked community of users and user governance – will create a global industry standard for company related data.
Role
Marlin & Associates initiated the transaction, managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to Avox as well as to its majority shareholder, Deutsche Börse.
Business Description
Deutsche Börse AG (“DB”), long known as Germany’s largest and most important stock exchange, has evolved over time to become one of the world’s preeminent providers of a wide range of transaction-related services. Today, Deutsche Börse counts itself among the major index providers in the world as well a leader with respect to as a wide range of other services that cover the entire securities and derivatives trading process chain, including transaction settlement, the provision of market information, and the development and operation of electronic trading systems. Between 2005 and 2007, Deutsche Börse acquired a 77% stake in privately-held Avox Ltd. (“Avox” or the “Company”), a Wales (United Kingdom) based firm that is a market leader in cleansing and maintaining high-quality reference information on legal entities and counterparties. This data is needed by financial services firms globally to support a variety of operational, risk management and regulatory compliance activities, including ‘Know Your Customer’ (“KYC”) and Anti-Money Laundering (“AML”) reporting. With the backing of Deutsche Börse and under the guidance of Ken Price, one of Avox’s founders, Avox grew to more than 100 employees and was serving more than 20 blue-chip financial institutions around the globe, including; Citi, Barclays, Nomura International, Standard Bank, Allianz, Eurex, SWIFT, Mitsubishi UFJ and Royal Bank of Canada. In recognition of its achievements, Inside Reference Data named Avox 'Best Counterparty Data Provider of the Year’ in 2009 and 2010. In late 2009, after a comprehensive strategic review, Deutsche Börse determined that the strategic fit originally envisioned with Avox was not as strong as initially positioned. Having observed M&A advise several similar companies, and aware of the needs of Avox’s founders who continued to own a significant minority position in Avox, Deutsche Börse asked Marlin & Associates ("M&A") to work with the Company, its founders, and Deutsche Börse to advise them as they explored options to divest DB’s interest in the Company.
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Client / Counter Party
The founders of Strategic Analytics had been in contact with Marlin & Associates for several years. When they decided it was time to seek a strategic partner they reached out to M&A. M&A then helped them conduct an organized and a disciplined process that led to serious discussions with more than twelve potential strategic partners. On March 1, 2010, seven months after engaging M&A, Strategic Analytics was acquired by Verisk Analytics through its Interthinx business. Together with Strategic Analytics, Interthinx will be able to offer a wide range of mortgage risk analytics products including The Mortgage Risk Model ™ (MRM), which gives retail lenders access to a comprehensive mortgage loan-level database – incorporating the vast majority of non-agency loans for the residential mortgage-backed securities market and then adding forecasting technology to incorporate significant measures of origination quality, maturation effects, and environmental factors into analytics tests that traditional modeling methodologies do not effectively capture.
Role
Marlin & Associates initiated the transaction, managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to the sellers.
Business Description
Strategic Analytics is a risk analytics software company that targeted large banks and consumer finance institutions with portfolios of retail loans (auto, credit card, mortgage, home equity, personal loans, etc.). The Company’s software enables clients to produce loan portfolio analysis for risk management; and accurate forecasts of loan portfolio performance for portfolio rebalancing; as well as a wide range of management reports including “what if” stress testing results. Two of Strategic Analytics founders, Joe Breeden and Anthony Giancola, had both worked for the Los Alamos-based Center for Adaptive Systems Applications (CASA) – a spin off from Los Alamos National Laboratory and the Santa Fe Institute, focused on applied machine learning, adaptive computation, and other data mining techniques for the prediction of customer behavior. The third founder - David Franklin, who had relocated to Santa Fe from Greenwich, CT, had been a principal in a firm that performed industry market share surveys and analyzed compensations. Together, they started Strategic Analytics to provide leading-edge risk management and analytical software solutions. Nine months after they came together, the Company filed for patents on its proprietary Dual-time Dynamics technology, and signed its first customer, Discover Card. Nine years later the Company’s software was being used to analyze more than $2 trillion in retail assets and the founders were ready to join another larger firm with the resources to help them take the firm to the next level.
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Client / Counter Party
As is the case with many successful companies, private equity firms, venture capitalists and strategic corporations regularly approached LIM to see if they would consider exit. For years the company declined. But, 2009 was the 20th anniversary of LIM’s founding and Tony Kolton and his partners decided that the timing was right to consider exit. Before engaging Marlin and Associates the Company entertained sequential discussions with three strategic firms and two financial firms. For one of these discussions, LIM hired an outside advisor. For different reasons, none of the discussions resulted in a transaction. That’s when they decided to hire Marlin & Associates. M&A helped the owners and Management conduct a disciplined process that led to discussions with more than fifteen potential partners and ultimately generated multiple indications of interest. On December 11th 2009, Morningstar, Inc. (Nasdaq: MORN), a leading provider of independent investment research, today announced it has entered into a definitive agreement to acquire Logical Information Machines, Inc. (LIM). The transaction closed on December 31st 2009. LIM is a pioneer in providing market pricing data, securities reference data, historical event data, predictive analytics, and advanced data management solutions that help customers manage large sets of time-series data. The company collects, unifies, and conducts quality assurance on data from more than 180 providers in the energy, financial, and agriculture sectors and provides clients with one central source for data intelligence and analysis. Clients also have the flexibility to use LIM's tools for analyzing their own proprietary data, which they may have been collecting for years. Joe Mansueto, chairman and CEO of Morningstar said: "LIM is a financially healthy firm with a strong record of success, subscription-based revenue, and a large, stable client base. We were attracted to LIM because it complements our core data and software businesses and provides a new distribution channel for Morningstar. Additionally, we serve many of the same financial services firms, but we're working with different departments within those organizations. By joining forces, we can offer our clients more robust services from one provider." "Becoming part of Morningstar will help us expand our business, especially outside the United States where we're in the early stages of developing our offerings," said Anthony "Tony" Kolton, co-founder, president, and CEO of LIM. "We see many opportunities in Asia, for example, which originates a significant amount of the world's trading and where Morningstar has been operating for more than a decade."
Role
Marlin & Associates was pleased to have initiated this transaction, helped manage the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to LIM.
Business Description
In the 1980s, when Tony Kolton was a young accountant at Northwest Industries, he met and befriended a young PhD computer whiz named Shamim Naqvi. Over the years they kept in touch. Tony obtained a master’s degree in tax and a law degree, but diverted his career to trade options on the floor of the Chicago Board of Options Exchange (CBOE). Shamim Naqvi moved on to Bell Labs, which, for a time, allowed him to work at Microelectronics and Computer Technology Corporation (“MCC”) the first, and - at one time - one of the largest, computer industry research and development consortia in the United States. Under the leadership of Admiral Bobby Inman, whose previous positions had been Director of the National Security agency and Deputy Director of the Central Intelligence Agency. MCC was an American answer to Japan's Fifth Generation Project, a large Japanese research project aimed at producing a new kind of computer by 1991. MCC was part of the Artificial Intelligence boom of the 1980s. In 1987, Tony Kolton recognized an inflection point in the stock markets and sold his positions before the markets crashed. He was searching for next. At about that time, his friend Shamin Naqvi told him of amazing advances in artificial intelligence that he was working on. In 1989, with MCC winding down, Tony and Shamin teamed with Jan Lukens, then a senior marketing manager at Coca-Cola, to form Logical Information Machines (“LIM”). In short order they added expertise from three other MCC alumnae: Ravi Krishnamurthy, PhD, who had helped design DB2 in 1980 at IBM’s Tom Watson Research Center; Dr. Ruben Gamboa, PhD and; Danette Chimenti. Together the team created a proprietary time-series database technology that they called “Historis”; and a desk top application they called the “Market Information Machine” (“MIM”) that makes use of “Proloq” a near-English query language developed by Shamim Naqvi and helps clients make sense of the mountains of information contained in the data base. Over the next few years, LIM evolved from a software company to become a leading provider of data and analytics for some of the world's largest asset managers, banks, oil companies, power and natural gas trading firms, utilities, and agriculture and commodities trading firms. The company collects, unifies, and conducts quality assurance on data from more than 180 providers in the energy, financial, and agriculture sectors and provides clients with one central source for data intelligence and analysis. Clients also have the flexibility to use LIM's tools for analyzing their own proprietary data, which they may have been collecting for years. Traders and risk managers relied on LIM as their information hub. The Company employed people in Austin, Houston, Chicago, New York, and London.
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Client / Counter Party
In early 2007, shortly after the Hugin transaction was complete Euronext merged with the New York Stock Exchange (“NYSE”) to form NYSE Euronext. In 2008, after conducting an internal review, NYSE Euronext leadership concluded that the strategic fit originally envisioned was not as strong as was initially posited. They turned to Marlin & Associates (M&A) and asked for help a wide range of strategic options for Hugin. After M& A conducted a detailed review of Hugin’s strengths and weaknesses; commercial and financial results; strategic plans; and viable options; NYSE Euronext concluded the appropriate option was to divest the Group. At their request, M&A conducted a disciplined process that led to a serious of discussions with six parties in the United States, Europe, and Australia. Nine months after engaging M&A, NYSE Euronext signed an agreement to sell Hugin Group to Thomson Reuters (NYSE: TRI), the global information company. The transaction closed one month later. In Europe, the acquisition of Hugin Group gave Thomson Reuters an additional tool set to bring to their already large client base and an expanded European client set to whom they could offer other Thomson Reuters IR and PR-related services. In the US, the purchase of Hugin gave Thomson Reuters a unique IR and PR-publishing technology that Hugin had developed over several years which can be integrated with other Thomson Reuters IR and PR service offerings. As part of the agreement, Thomson Reuters and NYSE Euronext expanded their strategic partnership offering value-add information services and desktop tools to the issuer community.
Role
Marlin & Associates initiated the transaction, managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to NYSE Euronext (NYSE:NYX).
Business Description
In 2005 and 2006 Euronext N.V., the pan-European exchange, acquired the three leading European based providers of services for the European Investor Relations (IR) community: Hugin AS, the Norwegian provider of web-based news distribution services, which Euronext acquired in late 2006; CompanyNews, the French news distributor acquired in early 2006; and Directnews, the German distribution company acquired by Hugin AS in 2005. The three firms were merged and took the name “Hugin Group,” with headquarters in Oslo, Norway and Paris, France. Hugin became Europe’s leading distributor of financial, regulatory, and other business news. Competing with distributors like PR Newswire and Business Wire, the Company offered European IR and PR professionals a secure, web-based Software-as-a-Service (“SaaS”) system that allows these professionals to connect directly (as well as via news wires and news media) to thousands of journalists, analysts, institutional investors, and other stakeholders. By 2009, Hugin Group was serving about 1,700 clients across 26 countries.
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Client / Counter Party
Prior to engaging M&A, Vhayu was in the process of raising a third round of funding when a senior executive of Thomson Reuters inquired about buying the entire Company. Informal discussions ensued and a price was discussed. After reviewing the initial price, Vhayu’s CEO along with its investors approached M&A. While there were numerous strategic parties interested in Vhayu, the shareholders and M&A decided it was not likely that any of the parties would be able to move as quickly as Thomson Reuters. It was also unlikely for any of the parties to be able to match the price discussed. The CEO and the other shareholders had experienced situations where initial indications of interest from a likely suitor bogged down and then collapsed. This time they wanted help from an experienced advisor that could help them to move quickly. That's when Vhayu's CEO along with its investors approached M&A. M&A previously worked with Thomson Reuters in a number of transactions, where Thomson Reuters was the buyer. M&A realized that there was much to be done before a transaction would be complete. Among other things, M&A knew that very little real due diligence had taken place and the buyer, Thomson Reuters would be thorough on the process. The focus rapidly shifted to working with the Company to complete due diligence reviews, negotiate binding agreements and solidify a transaction that made sense to both sides. On August 3rd 2009, the shareholders of Vhayu completed the sale of the Company to Thomson Reuters Corporation (NYSE: TRI). The acquisition of Vhayu allowed Thomson Reuters to offer a more robust solution for high-frequency and advanced quantitative trading, research and analytics. The transaction also united both Vhayu’s and Thomson Reuters’ sales and support functions associated with this business. Vhayu Velocity became an integral component of the Thomson Reuters Quantitative and Event Driven Trading solution.
Role
Marlin & Associates managed the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to Vhayu's management and investors, which included Menlo Ventures, Garage Technology Ventures, and Silicon Valley Bank.
Business Description
Vhayu was founded in 1998 by Intel technologists who together brought more than twenty years of experience designing and developing high performance hardware and software solutions. The Company grew to become a leading provider of lightning-fast results to capture and analyze live-streaming and historical data. To accelerate growth, Vhayu received two rounds of funding from Menlo Ventures, Garage Technology Ventures, Deutsche Bank’s Investment Arm, and Silicon Valley Bank. By the beginning of 2009, eight of the top ten global financial institutions relied on Vhayu’s Velocity solutions for mission critical operations. Thomson Reuters had emerged as a valued distribution partner responsible for nearly half of the company’s revenue and Vhayu’s velocity had become an increasingly important part of Thomson Reuter’s internal infrastructure.
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Client / Counter Party
Initially, M&A helped S&P conduct a traditional disciplined sales process. M&A worked with management to prepare a confidential information memorandum, to populate a virtual data room with due diligence items, to identify likely buyers and to generally manage a sale “process”. This effort led to discussions with about a dozen potential partners and generated multiple indications of interest. Then, the meltdown in financial markets interrupted the process. The lead prospective buyer was itself acquired in an unexpected transaction; two other prospective purchasers faced their own mortality; and the US Hedge fund market was in turmoil. M&A and S&P agreed to withdraw the company from the market for a few months until the market turmoil settled. Three months later, with a (slightly) calmer market environment, a set of revised financial projections, and some evidence that Vista’s market (and customer base) was largely intact, M&A renewed the process. This time, M&A targeted the four most likely strategic acquirers and invited them to get a sense of how well the Company was coping with a radically changed world. Two months later, three of the four firms submitted indications of interest. Shortly thereafter, S&P completed the all-cash sale of Vista to Guidepoint Global, an expert network company with a focus and leadership position in healthcare. Guidepoint’s acquisition of Vista created a broad-based expert research firm with strengths in: technology, telecommunications, media, financial services, energy, retail, and healthcare, among others. The sellers, S&P, were pleased because the transaction was completing during turbulent times and the employees were able to transition to a new environment in which they had a stronger chance for success. The buyer and the employees were happy because the combined company would have the technology, scale, people, offices, geographic presence and resources to compete successfully, globally.
Role
Marlin & Associates New York LLC managed the process, assisted in the negotiations, and acted as the exclusive strategic and financial advisor to Standard & Poor’s in the sale of Vista Research.
Business Description
Standard & Poor’s (“S&P”), a subsidiary of The McGraw-Hill Companies (NYSE:MHP), is a leading global provider of credit ratings, indices, risk evaluation, and investment research. Vista Research is one of the world’s premier expert networks – a research service for institutional investors, consultants, and corporations that allows them to connect with industry experts. When S&P acquired Vista, the theory was that the Vista business, which targeted US and European hedge funds and asset managers, would be a complement to S&P’s other, more analytical equity-research-related products, which targeted many of the same clients. Three years later, a strategic review by new S&P management concluded that the synergies between Vista and S&P were illusory. S&P Management decided to focus on more quantitative forms of research and to divest Vista. That’s when they called M&A.
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Client / Counter Party
M&A helped the owners and Management conduct a disciplined process that led to discussions with more than a dozen potential partners and ultimately generated multiple indications of interest. Seven months after engaging M&A, the owners completed the sale of the Company to Morningstar (Nasdaq: MORN), a leading global provider of independent investment research, for £15 million in cash. The acquisition of Tenfore allowed Morningstar to enter a new area: offering global real-time market data, which it can now bundle with their fundamental equity data and research. The acquisition also gave Tenfore a stronger competitive position with a wide range of investment data, a significantly enhanced global distribution network, and a large team focused on the global investment community that a corporate parent like Morningstar is able to provide.
Role
Marlin & Associates New York LLC managed the process, assisted in the negotiations, and acted as the exclusive strategic and financial advisor to Tenfore’s investors.
Business Description
Tenfore collects data on global equities, commodities, derivatives, indexes, and foreign currencies from more than 160 sources and consolidates the data for real-time distribution to clients. Tenfore also offers front-end software terminals that leverage the Company’s market data, along with analytics and third-party application plug ins. After several years of development, Tenfore experienced significant growth in 2006 and 2007 as demand for the Company’s now-complete consolidated, low-latency global market data feed increased. In early 2008, the investors decided the timing was appropriate to realize a return Tenfore collects data on global equities, commodities, derivatives, indexes, and foreign currencies from more than 160 sources and consolidates the data for real-time distribution to clients. Tenfore also offers front-end software terminals that leverage the Company’s market data, along with analytics and third-party application plug ins. on their investment as Management had successfully executed the growth plan for the Company.
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Client / Counter Party
LexisNexis had come to respect M&A, as they evaluated and bid on several clients that were being advised by M&A. They noted the M&A “process” as well as the values that M&A often obtained for its sell-side clients. Also, M&A had recently represented a client in executing a significant strategic relationship with LexisNexis, advancing its electronic information services strategy. M&A’s domain strength and transaction experience in the legal and business-to-business information sector was an added attraction. An M&A team started the assignment by working with management to get a detailed understanding of Mealey’s Conferences’ strengths and weaknesses and the long and short term goals of Management. Once these basics were well understood, M&A positioned the Company as a strategic property with significant future upside. M&A then approached potential acquirers in the US, Canada, UK, and Australia. Several firms made credible offers. M&A worked with LexisNexis to improve price, narrow the field, and manage the due diligence process. Ultimately, M&A was pleased to play a role as LexisNexis sold Mealey’s Conferences to Business Valuation Resources. The transaction allowed BVR to expand its services and client base; it provided the managers and employees of Mealey’s Conference with a new home and a promising future; and it allowed LexisNexis to focus on its core competencies, without the distraction of managing a business that no longer fit.
Role
Marlin & Associates New York LLC managed the process, assisted in the negotiations, and acted as the exclusive strategic and financial advisor to LexisNexis.
Business Description
LexisNexis Group, a subsidiary of Reed Elesevier (LSE:REL), is a leading provider of legal, tax, regulatory, risk, and other business information solutions to professional, corporate, and government customers. Mealey’s Conferences , which was owned by Lexis Nexis, produces professional education and development seminars on litigation and related topics for attorneys and insurance industry executives. It also produces webinars and teleconferences, publishes proceedings of its events, and delivers on-demand, in-house custom training. Seven years after LexisNexis bought the company, LexisNexis sharpened its corporate-wide strategic focus on electronic information services, and decided to divest Mealey’s Conferences. They asked Marlin & Associates (M&A) to handle a sale process.
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Client / Counter Party
Over its history, InfoDyne had been approached by multiple suitors. They had spurned all of them. But, one day they received an offer so compelling that they decided to negotiate. A long and painful six months later, the deal fell apart. By that time, InfoDyne’s owners concluded that a sale did make sense. They believed that while the company had the products, services, and the technology required for success, it did not have the sales, marketing and distribution infrastructure required to take advantage of the growing market opportunity. Management believed that the timing was right: inbound inquiries by customers and suitors was at an all time high and Tagliavia believed that there could be considerable benefits if the company were to be teamed with either a financial firm looking to invest to build the company’s sales and marketing infrastructure or with a corporation with complementary strengths. To that end, InfoDyne retained Marlin & Associates (M&A) to advise the Company as it explored a wide range of strategic alternatives. To begin, M&A staff interviewed senior management, reviewed the company’s commercial and financial results, examined the firm’s strategic plans and budgets and attempted to understand managements short and long-term goals. Then, with the material thoroughly digested and understood, M&A drafted a ‘Confidential Information Memorandum’ (CIM) designed to highlight the company’s strengths as well as to anticipate and answer questions of potential partners. With that memorandum complete, M&A approached a limited number of financial and strategic parties in four countries. Several parties responded enthusiastically. The financial investors were soon eliminated from the process, because their valuation metrics were surpassed by those indicated by three strategic players, each of which were deemed suitable potential partners. One party, based in the UK, offered an intriguing solution that included significant ongoing ownership by current management for at least three years. A second party, based in Europe, coveted not only InfoDyne’s product line and management team, but also wanted to make InfoDyne a center for their North American development efforts. Ultimately, the owners chose to sell the company to International Business Machines (NYSE:IBM), of Armonk, NY. Under IBM’s auspices, InfoDyne products and people have become part of the IBM Software Group’s ‘WebSphere’ brand. InfoDyne has retained its core team in the Chicago area, and has become a focus for further development of real-time, ultra-low-latency trading products for WebSphere. Guy Tagliavia now leads an expanded team supporting IBM's strategy for further penetrating the financial services vertical.
Role
Marlin & Associates New York LLC was pleased to have initiated this transaction, helped manage the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to InfoDyne Corporation.
Business Description
When Guy Tagliavia founded InfoDyne Corporation, his mission was to make transactional market data blazing fast, highly available and massively scalable. Fifteen years later, InfoDyne counted among its customers some of the most prestigious and sophisticated financial services organizations in the world. The company was recognized as a technology leader in the rapidly emerging market niche of providing mission-critical, high-volume, ultra-low latency market data processing systems. And, Tagliavia had managed to fund growth from internally generated cash, avoiding taking funding from outside sources. He still owned the firm.
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Client / Counter Party
At 12:20 AM on Christmas Day 2007, Netik LLC entered into an agreement to acquire the Capco Reference Data Services (CRDS) division of Capco. At the same time, Netik replaced The Bank of New York Mellon Corp (BNYMellon ) with Symphony Technology Group as the primary investor in the business. The deal closed a month later. The transaction was structured as a merger of CRDS into Netik, combined with a capital infusion into Netik by Symphony – and a simultaneous purchase by Symphony of some, but not all shares of Netik held by BNYMellon. At the same time the bank maintains a contractual relationship with Netik for services. The transaction allowed BNYMellon to reduce its position in an asset deemed no longer strategic. It allowed Symphony to increase its presence in the sector and leverage its investment in CapCo; it allowed CRDS to have a home with a management group that understands and values the product line; it allowed Netik management to have significant equity participation and help build the Company further, and it allows customers access to pre-populated multi source and multi view reference data content to data warehouses/marts and deliver this via fully managed.
Role
Marlin & Associates New York LLC assisted Netik’s management team in identifying a number of financial sponsors; presented Netik to these sponsors; managed the process; and advised and assisted Management as they negotiated with several interested parties and ultimately closed this transaction.
Business Description
Netik has long been recognized as a leading provider of financial data integration, financial data warehousing, data hub, and information-reporting solutions for the securities industry. In 2004, Netik’s founders sold the Company to Bank of New York (BNY), so that BNY could use Netik as the foundation of a new outsourcing business. In early 2007, following the announcement of BNY’s merger with Mellon Financial, and knowing the bank’s strategy had changed, the founders (who had remained as Netik’s managers) approached Bank Management with an eye towards repurchasing the Company. They asked M&A to help arrange private equity financing for the transaction. During the summer of 2007, M&A and Management held conversations with several leading private equity houses. Symphony Technology Group, based in Palo Alto, was selected as the best potential partner due to their desire to invest into Netik and to build a leading investor services business based on key financial services and software through organic growth and acquisitions. It also helped that one of the Symphony funds controlled CAPCO and that all parties saw potential benefits to brining Netik and CRDS together.
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Client / Counter Party
When Hagemann approached Marlin & Associates (M&A), he had already concluded that it was time to sell the company. He knew that ORIMOS had the products and the technology required for success. But, he also knew that his firm did not have the sales, marketing, and distribution infrastructure required to take advantage of the market opportunity. He retained M&A to advise the Company as it explored a wide range of strategic alternatives. M&A began the process with a detailed review of the ORIMOS’ strengths and weaknesses. M&A staff interviewed senior management to understand their short and long-term goals, reviewed the company’s commercial and financial results, and examined the firm’s strategic plans, marketing plans, and budgets. Then, with the material thoroughly digested, and after defining an overall strategy with ORIMOS, M&A approached a limited number of strategic parties in eight countries, spread over three continents. Management presentations were held in New York, London, and the Nordic region. Several of these parties responded enthusiastically. The group of potential buyers was quickly narrowed to two – both of which had a compelling strategic need for the capabilities that ORIMOS had developed as well as the financial wherewithal to affect a transaction. Both were deemed by Hagemann to be acceptable potential partners. M&A then helped ORIMOS conduct a limited auction. Throughout the process, M&A assisted Hagemann and his management team in evaluating both the economics of the offers, as well as the various buyers. Less than nine months after beginning the process, Hagemann sold the company to ION Trading, of Dublin, Ireland. ION was pleased because the acquisition reinforced their position as is a global market leader in providing innovative, high performance, real-time solutions across multiple asset classes for electronic trading, position management, pricing, risk management and downstream processing. Hagemann and his employees were pleased because the transaction allowed them to join with a larger firm with significantly more resources.
Role
Marlin & Associates New York LLC initiated the transaction, helped manage the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to ORIMOS S.A.
Business Description
Guido Hagemann, founder of ORIMOS S.A., realized early that high-performance, computer-based, fixed-income analytical applications would become an important component of global fixed income trading. As a former consultant who developed derivative pricing models for large, global financial institutions, he believed that he knew exactly want the market needed. To capitalize on this market knowledge, Hagemann organized a core development team in Berlin, Germany, and acquired a base technology platform. 12 years later, with administrative offices now relocated to Switzerland and sales and support operations in London, the company had amassed a blue-chip list of multinational client organizations that were active in the global fixed-income trading market. The firm was recognized as one of Europe's leading providers of automated fixed-income pricing engines.
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Client / Counter Party
On February 5th, 2008, Lower Fees, Inc. was acquired by Bankrate, Inc (NASDAQ: RATE), a leading aggregator of financial rate information for American banks and lending institutions. The acquisition allowed Bankrate to combine Lower Fees mortgage information with Bankrate’s rate tables as part of an effort to provide a more comprehensive, one-stop shopping opportunity for real estate buyers. At the same time Mike and Mark Kratzer relocated to Florida to assist in the integration. Marlin & Associates New York LLC worked with Management to develop a strategic approach, managed the process, acted as the exclusive strategic and financial advisor to Lower Fees, Inc.
Role
When Mark and Mike approached Marlin & Associates (“M&A”), Lower Fees was in a relatively early stage of development: technology had been developed; the data base had been completed for several service provider categories and revenue was starting to flow. Mark and Mike were trying to decide whether they should continue self-funding the business, seek outside capital or contemplate a sale to a strategic partner. For more than a year, M&A worked with the Company, helping management to refine their business plan and to present that plan to more than a dozen prospective investors and partners.
Business Description
Lower Fees, Inc. (sometimes known as “Fee Disclosure.com”), based in California’s Westlake Village, provides consumers with the data, tools and context in which they can understand, negotiate, manage and ultimately reduce the vendor fees associated with closing a residential real estate transaction. The company also provides real estate professionals and the firms that service real estate transactions with an online platform that can help them identify potential clients and differentiate themselves from their competition. Founders Mark Zimmerman and Mike Kratzer - two real estate professionals – recognized that buyers and sellers of residential real estate often pay thousands of dollars in unnecessary (or overpriced) fees for services such as title insurance, engineering inspections, termite extinction, radon remediation, escrows, document preparation, appraisals, legal representation and more. They set out to create a comprehensive data base of real-estate service providers and their fees along with tools and an online platform to help users better understand these fees in a local context.
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Client / Counter Party
After studying the Company, M&A formulated a strategy to present each of the three principal Hemscott businesses individually, while showing the interrelationships between the units. Working with executives from Hemscott, Ipreo, and VSS, M&A then prepared information memoranda on each of the three businesses; identified appropriate prospects for each of the three; and then invited members of three different groups to submit proposals to acquire or partner with one or more of the Hemscott units. Each of the Hemscott units attracted interest. Several parties, including Morningstar indicated interest in acquiring two the Hemscott units. But, initially, no one offered to buy all three. However as the management presentations and due diligence reviews progressed (in the US, UK and India), it became clear that the businesses would be better served if sold as a single unit. Further, the extent of the tightly inter-twined infrastructure of the three businesses (and separation challenges) became clearer. Late in the process, M&A recommended returning to Morningstar, which had indicated interest in acquiring two of the Hemscott units, to help them see the benefits of acquiring all three original Hemscott units in a single transaction. Ultimately, Morningstar agreed. On December 17th, 2007, Morningstar (NASDAQ: MORN) entered into an agreement to acquire all three original Hemscott businesses for $51.6 million in cash.
Role
Marlin & Associates New York LLC managed the process, assisted in the negotiations and acted as the exclusive strategic and financial advisor to Ipreo Holdings LLC. The acquisition of Hemscott allows Morningstar to continue building on its strategy of creating a premier global equity database and expanding its presence outside of the United States.
Business Description
Since 1985, Hemscott has been providing hard-to-replicate, consistently stated financial information and in-depth director information on publicly traded companies. The Company’s web site, Hemscott.com, is one of the United Kingdom’s leading online financial information portals. Hemscott’s “CoreData” unit (formerly Media General Financial Services) is one of the largest providers of fundamental financial data in the US. Hemscott IR is a leader in providing data to power online investor-relation websites; and bigdough.com, which Hemscott acquired in late 2004, is a leading provider of information on US and European institutional fund managers, analysts and journalists. The Company was founded in the UK and has extensive customers in the UK, Europe and US. More than 80% of the Company’s employees are based at its state-of-the-art technology center in New Delhi, India. In December 2006, Hemscott merged with the US Company, i-Deal, to create Ipreo Holdings LLC. However, soon after the merger, it became apparent that the combination of bigdough with i-Deal presented more opportunities than did the combination of i-Deal with the original three Hemscott businesses. A year later, Ipreo’s management and Ipreo’s majority owner, private equity firm Veronis Suhler Stevenson (VSS) decided to engage a professional advisor to help them develop strategic alternatives for Hemscott. After meeting and evaluating several firms, they selected Marlin & Associates (M&A).
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Client / Counter Party
M&A helped StarMine conduct a disciplined process that led to discussions with more than 10 potential partners and ultimately generated strong interest from four: one of which was Thomson Corporation’s Thomson Financial unit and another one of which was Reuters, the global information company. Reuters soon became the preferred buyer. However, on May 14th 2007, Thomson Corporation announced that it was in negotiations to acquire Reuters. While Thomson and Reuters immediately put on hold most other discussions pertaining to acquisitions, both Reuters and StarMine saw their transaction to be strategic enough to continue active conversations, albeit with some complications. On August 21st 2007, ten months after engaging M&A, the two parties agreed to enter into a transaction whereby Reuters would acquire StarMine, subject to some conditions relating to the pending Thomson transaction. The transaction closed on January 1st 2008, shortly before Thomson closed on its acquisition of Reuters. This acquisition has allowed Thomson Reuters to provide a new level of high-value content and insight to its customers around the globe. Joe Gatto and his team continue in place with expanded responsibilities, while StarMine’s financial backers have exited with a significant return on their investment.
Role
Marlin & Associates New York LLC initiated this transaction, managed the process, assisted in the negotiations and acted as the exclusive strategic and financial advisor to StarMine Corporation.
Business Description
After attending a seminar on earnings estimates, StarMine’s founder Joe Gatto wrote a business plan for a better system to measure these estimates – as well as the performance of Wall Street analysts. His “SmartEstimate” system was more objective – and more accurate than the then most popular sources of such measurement I/B/E/S and FirstCall. Three years later, Gatto received an initial round of financing from American Century Ventures followed shortly thereafter by a second round that included American Century, Hummer Winblad Venture Partners and Instinet Group Inc. Seven years after receiving its initial funding, Gatto’s company, StarMine Corporation, had become a leading provider of fundamental research systems and automated analyses to investment managers. The Company had developed a full suite of products to accurately predict earnings surprises and value stocks on a relative or absolute basis as well as to objectively measure the performance of Wall Street analysts. The Company was profitable and growing 40% per year. They had clients in the US, UK, Europe, Australia and South Africa and the Company was developing an international physical presence. While Joe Gatto and his board were certain that the Company could continue to grow revenue at significant rates and remain highly profitable without a partner, they also were ready for some liquidity and were aware that the Company had reached a stage where growth required increased administration and international infrastructure. Based on the Company’s very high predicted growth, Gatto and the Company’s financial sponsors decided that the next phase of the Company’s growth would be facilitated if the Company were teamed with the right strategic partner. To help them find that right partner and negotiate an acceptable transaction, they turned to Marlin & Associates.
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Client / Counter Party
On June 27th 2007, Fidelity National Information Services, Inc. (NYSE:FIS) announced that it had acquired AFT. M&A helped AFT’s principal owner conduct a disciplined process that led to discussions with more than 15 potential partners and ultimately generated interest from five. Nine months after engaging M&A, the owner agreed to sell AFT, together with its sister company, to Fidelity National Information, one of the world’s leading providers of transaction and lending processing services. In addition to financial factors, AFT’s principal owner took note of the strong strategic and cultural fit with FIS and the potential this created for significant growth. The transaction has allowed FIS to expand its market presence with Wall Street’s residential mortgage loan customers by providing highly sophisticated tools that enable FIS to provide loan scoring for relative default and prepayment propensities at the point of origination, which is an important differentiator in valuing the loans for subsequent securitization. At the same time, the transaction relieves AFT’s principal owner of some of the administrative burdens that come with being CEO of an independent Company.
Role
Marlin & Associates New York LLC (“M&A”) initiated this transaction, managed the process, assisted in the negotiations and acted as the strategic and financial advisor to Applied Financial Technology, Inc.
Business Description
Applied Financial Technology (“AFT”) introduced its first analytic tools in 1996. Within a few years, the Company had become one of the fastest-growing providers of intelligent and predictive risk analytics, analysis and data for the mortgage industry. AFT’s quantitative analytics, which can be fully integrated into a variety of third-party systems, are used by brokers, banks and investors to price, fund, trade and hedge mortgages and mortgage-backed securities. The Company’s models and other products help fixed-income traders, analysts, portfolio managers and risk managers predict, quantify and manage risk associated with prepayment, default, and changes in interest rates. The company also spawned a sister company: Financial Systems Integrators, Inc. (FSI), a front-end desk-top application that makes use of AFT’s models and other data to allow users to manage portfolios containing a wide range of complex debt securities, including portfolios that contain Collateralized Mortgage Obligations, Asset Backed Securities and Mortgage Backed Securities, as well as more conventional debt instruments. More than a year prior to engaging M&A, the principal owner approached M&A. While the principal owner was certain that he could continue to grow revenue at significant rates and remain highly profitable without outside investment, he also wanted some liquidity and was aware that the Company had reached a stage where growth required increased administration and infrastructure. Based on his very high predicted growth for the coming year and the fact that the Company’s financial controls could benefit by some strengthening to support further discussions (no full-time CFO, no audit) we counseled a careful approach for the then-current year. A year later, with revenue and profit growth on target, a CFO in place and an audit underway, AFT engaged M&A to provide strategic and financial advice.
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Client / Counter Party
On June 14th 2007, Vista Equity Partners announced that they had acquired Global Energy Decisions, LLC, through Vista’s affiliate, Ventyx, Inc.,
Role
Marlin & Associates New York LLC (“M&A”) identified Global Energy as a potential opportunity, helped Vista conduct a thorough review of Global Energy's business and financial results and worked with Vista to assess Global Energy's strategic fit within Vista's portfolio. Ultimately, M&A helped Vista acquire 100% of Global Energy through Vista’s portfolio company, Ventyx, Inc.
Business Description
Global Energy Decisions, LLC (“GED”) provides software solutions, trading platforms, analytical tools, market data, advisory and strategic consulting services and more to the energy industry. Formed by CEO Ron McMahon in 2001, with the financial backing of private equity firm, Quadrangle Group, GED made six acquisitions to form a leading provider of energy-related services. Global Energy is headquartered in Boulder, Colorado with additional offices in Columbus, Ohio; Vancouver, Washington; Kansas City, Missouri; Houston, Texas; and Raleigh, North Carolina. Initially, Management of GED together with Quadrangle, approached M&A to advise them on strategic alternatives. At the time, M&A was advising another energy information technology company and was not able to accept the assignment. As a result GED hired another advisor. Six months later, when the principals finally went to market, M&A was free to discuss the situation with potential buyers. From previous conversations, M&A knew that Vista Equity Partners was actively seeking to acquire control of strong technology companies and was particularly interested in companies that would be a strategic fit for its portfolio company, Ventyx, Inc., a leading Service Delivery Management solution provider for the utilities, telecommunications and cable/broadband industries. We believed that the strategic and financial profile of GED would fit Vista’s criteria. In February 2007, Vista engaged M&A to help them conduct a strategic and financial review of Global Energy’s business, and, if possible to acquire GED.
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Client / Counter Party
M&A helped Xcitek’s owners conduct a disciplined process that led to discussions with more than 15 potential partners and ultimately generated interest from five. Eight months after engaging M&A, the owners agreed to sell their market data division to Interactive Data Corporation (NYSE:IDC), one of the world’s leading providers of financial market data, analytics and related services. In addition to financial factors, Xcitek’s owners took note of their long redistribution relationship with Interactive Data and IDC’s successful record of providing reference data and other services to facilitate the timely processing of transactions and addressing regulatory and reporting requirements of clients. The owners also considered IDC’s expressed respect for the Xcitek employees and its intention to leave much of Xcitek’s structure and people intact, and in their current location.
Role
Marlin & Associates New York LLC (“M&A”) initiated this transaction, managed the process, assisted in the negotiations and acted as the exclusive strategic and financial advisor to Xcitek LLC.
Business Description
Founded in 1986, the New York City-based Xcitek market data division is the leading provider of corporate actions information relating to equities, warrants, corporate bonds, government, agency and municipal bonds and other financial instruments issued by US and Canadian entities. Xcitek’s founders knew that bottom-line portfolio performance can be influenced and anticipated by announcements of corporate actions such as splits, liquidations, mergers, divestitures, acquisitions, capital changes, bankruptcies, law suits, reorganizations, name and domicile changes and distributions. The data describing these events is voluminous, complex, hard to find, inconsistent and manually intensive to interpret and process. Xcitek’s founders conceived designed and built a service to automatically collect, compile, process and distribute this information. As a result, the company’s services came to be used by over 1,600 financial institutions worldwide, via electronic data feeds, proprietary web-based offerings and an extensive network of redistributors. The Company earned numerous industry awards. Prior to engaging M&A, the owners had been approached by several strategic and financial firms, who were interested in acquiring, investing or partnering with the Company. The owners turned down all such approaches. But, when one of the founders died unexpectedly, the other owners paused to reflect. Another of the founders had already retired and a third was approaching retirement. The owners decided it was time to explore their strategic alternatives. They engaged M&A to advise them.
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Client / Counter Party
M&A helped the owners and Management conduct a disciplined process that led to discussions with twelve potential partners and ultimately generated indications of interest from four. Seven months after engaging M&A, the owners agreed to sell the Company to Euronext, the pan-European exchange. Euronext had previously entered the corporate news distribution market through its acquisition of Companynews, a company that had built its own strong positions in France, Italy, Portugal and Spain - locations that were highly complimentary to those of Hugin. As part of the transaction, Euronext announced plans to merge and integrate Hugin and Companynews and also announced that the Hugin CEO would lead the combined entity.
Role
Marlin & Associates New York LLC (“M&A”) initiated this transaction, managed the process, assisted in the negotiations and acted as the exclusive strategic and financial advisor to Hugin ASA.
Business Description
Hugin ASA is one of Europe’s leading distributors of investor and customer related communications. From its offices in nine European countries (Belgium, Denmark, Finland, Germany, the Netherlands, Norway, Sweden, Switzerland and the UK), the Company distributes press releases, e-mails, faxes, video and other forms of corporate communications on behalf of more than 1,200 client companies located in 20 European countries. The company was founded in 1985 by MIT graduate and former McKinsey consultant Karl-Christian Agerup, along with partner Ingar Ostby, an investor and industry veteran. Together, they had formed a venture-capital firm that provided initial funding to Hugin. Initially, Karl-Christian led the Company personally - establishing operations in multiple countries. Over time they brought in additional financial backing from two of Scandinavia’s largest media firms: Schibsted and Orkla, as well as from life insurance firm Nordea. Eventually, Karl-Christian stepped away from day-to-day management to focus on other investment activities, and turned the Company over to professional managers. Over the next few years, the company rapidly grew. Prior to engaging M&A, the Company was approached by several strategic firms interested in Hugin’s leadership position within this burgeoning sector. While the Company was growing well, with Europe in the early stages of significant regulatory reform (including expansion of the EEC, a new European “Transparency Directive” and strengthened financial reporting requirements) and with increasing consolidation within the global corporate communications industry, Hugin’s Management and Board concluded that they should explore opportunities to join Hugin with a strategic partner. They engaged M&A as the Company’s exclusive strategic and financial advisor.
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Client / Counter Party
M&A helped the owners conduct a process that led to discussions with eight potential partners and indications of interest from four. Six months after engaging M&A, The owners sold a majority interest to ABRY Partners, one of the oldest and largest private equity funds in North America. ABRY has over $7.0 billion of assets under management and since 1989 has completed over $18.0 billion of leveraged transactions in the media, communications and information industries.
Role
Marlin & Associates New York LLC (“M&A”) initiated this transaction, managed the process, assisted in the negotiations and acted as the exclusive strategic and financial advisor to Triple Point.
Business Description
Triple Point Technology (“Triple Point” or the “Company”) provides software to help energy and physical commodities firms affect transactions, reduce risk and manage global supply chains. The Company was founded in 1993 by Peter Armstrong and Allie Rogers - two industry veterans who were soon joined by a third, Paul D’Amico. All three had previously worked at the Phibro Division of Salomon Inc. Over the next few years, the company rapidly grew to serve commodity and energy companies in 17 countries across Asia, Africa, Europe, North America and South America. These clients were engaged in buying and selling a wide variety of commodities - including energy-related commodities such as power, oil, gas and coal, as well as commodities such as metals, agricultural products, freight and “soft” commodities such as coffee, cocoa, sugar and grain. The company - headquartered in Westport, Connecticut - added development and support centers in Houston, London, and Pune (India). Prior to engaging M&A, the Company was approached by several strategic firms looking for an acquisition partner, as well as by private equity and venture capital firms interested in TPT’s leadership position within this burgeoning sector. Two of the three owners were young and not quite ready to exit this growing business, while the third was ready to move onto other challenges. All three were open to the idea of taking some chips off the table. Ultimately they decided to engage M&A as the Company’s exclusive strategic and financial advisor.
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Client / Counter Party
On April 9th 2006, Brainpower entered into an agreement to be acquired by Bloomberg L. P., one of the world's leading global providers of data, news and analytics. The tender was completed on June 5th 2006. Bloomberg has a strong culture of building all applications and products internally. They seldom acquire. But, in this case, Bloomberg and others came to recognize the unique power of Brainpower's analytical products - as well as its highly talented technical staff. The transaction was valued at a premium of 59% to Brainpower's volume weighted average trading price during the previous three months. In addition, Bloomberg agreed to assume certain liabilities. The total price was about 5 times Brainpower's reported revenue for the prior calendar year.
Role
M&A was the exclusive strategic and financial advisor to Brainpower.
Business Description
Based in Lugano, Switzerland, Brainpower N.V (“Brainpower”, or the “Company”) a publicly listed company (Deutsche Bourse – “BPW”), was founded by Rocco Pellegrinelli, - a former investment manager, together with two highly regarded technical managers. They set out to deliver a world-class platform that would help European investment managers identify and take advantage of market opportunities. They patterned the Company after Factset and Bloomberg and offered fast access to a wide range of financial information combined with sophisticated, proprietary analytics and an efficient delivery and display environment. Over time, more than 100 of the most sophisticated investment-management firms in Switzerland, Italy and Central Europe came to rely on the Company for insight into their portfolios and securities holdings. Prior to engaging M&A, the Company was approached by several firms looking for an acquisition partner. While no transaction resulted, these conversations helped Management (and the Board) conclude that the right transaction - with the right partner - could benefit customers - leveraging the company’s products and capabilities; could provide an exciting career path for employees; and could provide appropriate value for shareholders - with lower execution risk than continuing independently. They engaged M&A as the Company’s exclusive strategic and financial advisor.
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Client / Counter Party
On February 17th, 2006, europrospectus was acquired by FactSet Research Systems, Inc. (NYSE: FDS) a leading provider of global financial and economic information. The purchase price was about 2.5x europrospectus's 2005 revenue. The acquisition allowed FactSet to add over 250,000 global prospectuses to FactSet’s growing database of proprietary content, and strengthened FactSet’s product line for the international legal and investment banking communities.
Role
M&A was pleased with the role it played in identifying and developing multiple options for the Company and keeping the m&a process moving forward during some challenging periods - This was a process that stretched over two years. An initial deal was negotiated, agreed, and then terminated after the parties could not agree on some important terms. A second deal was negotiated agreed, and then put on "hold" when the prospective buyer itself entered into negotiations and was ultimately acquired. Ultimately M&A was able to help europrospectus join with a very high-quality firm, while at the same time helping the Company's owners to receive a price that was well in excess of their expectations.
Business Description
europrospectus.com Ltd. based in East Sussex UK, was founded in 1997 by Marc ter Kuile, a former capital market professional – and funded by one of Europe's leading private capital firms HAL Investments B.V. of Amsterdam. The Company grew rapidly - offering a clause- and field-searchable data base of debt, equity, warrant and m&a prospectuses issued by firms worldwide along with software tools that allowed customers to obtain fast, easy access to the database. In late 2003, HAL and Mr. ter Kuile agreed that the best way to achieve the goals of the Company’s investors, employees and customers would be to see if there were appropriate strategic partners for Europrospectus. They engaged M&A as their exclusive strategic and financial advisor.
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Client / Counter Party
On February 1st 2006 Cameron Systems was acquired by Orc Software a Sweden-based public company (SSE: ORC) for up to US$32 million. Orc Software provides advanced technology for trading, market making and brokerage. John Cameron and Martin Koopman and the rest of the Cameron team continue to manage their own business and hold senior roles within Orc. The acquisition significantly expands Orc’s product lines and strengthens its international presence, while giving Cameron customers and employees attractive opportunities to work with a larger company.
Role
M&A was the exclusive strategic and financial advisor to Cameron Systems.
Business Description
When John Cameron wrote his first “FIX” engine on his laptop computer, while commuting to London by train, he had no idea that, within a few short years, the Company he later founded (Cameron Systems (VIC) pty) would become the world’s leading provider of electronic trading connectivity. In 2001, John established a company in his home country of Australia and brought in his second employee – partner Martin Koopman. By 2005 the Company had 162 customers in 25 countries – and more users than any other provider in the industry. His firm was growing at triple digit rates. John, a self proclaimed “techie” was spending increasing amounts of time on airplanes and guiding the company’s technology, sales and administration. It was time to begin considering how best to ensure that the company, the customers and the employees could be best passed to new owners, while achieving appropriate liquidity for the owners. The company engaged M&A to provide strategic and financial advice.
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Client / Counter Party
On November 29, 2005, BFT was acquired by Linedata Services, a provider software and services to the global financial services marketplace for asset management, leasing & credit, and savings and insurance companies. At the time of the transaction, Linedata Services, a Paris based public company (PA: LIN), had a $300 million market capitalization. The purchase price consisted of a total of up to £25 million (US$44 million), consisting of an initial cash payment of £11 million ($19.25 million) and incentive (earn-out) payments of up to an additional £14 million (US$24.5 million) over the next 2 fiscal years. The purchase price represented approximately 3 times Beauchamp's trailing revenue and approximately 70 times trailing EBITDA. The BFT / Linedata combination is expected to allow the BFT team to offer an enhanced suite of products to its customers, while at the same time, putting Linedata in a stronger position to offer full front-office to back-office portfolio management software capabilities for the full spectrum of asset managers and hedge funds. The transaction also provided significant liquidity to the founders and their financial backers.
Role
M&A was the exclusive strategic and financial advisor to Beauchamp Financial Technology, Ltd.
Business Description
Stuart Farr and Bruce Mennell, founders and principal owners of Beauchamp Financial Technology, Ltd. (BFT), leveraged their backgrounds – Stuart with experience in designing and implementing middle office applications, Bruce as a developer and systems architect — to create Beauchamp Financial Technology, Ltd. (BFT). A few years later, they obtained financing from Goldman Sachs and Soros Funds Limited. By 2005, BFT had become the leading provider of trading and portfolio management software for alternative investment managers. The Company had 120 employees at offices in London (Headquarters), Dublin, New York, Boston, Hong Kong, Kuala Lumpur and Riga, Latvia. They served over 170 clients in six countries in Europe, North America and Asia. At that point, the company had crossed into clear profitability, and was growing fast. But, the hedge fund software market was becoming increasingly competitive and the thought of raising the additional capital needed to take BFT to the next stage held little appeal for them. Together with Goldman and Soros, they agreed that that the company should seek a strategic partner that could help take the company to the next level. They engaged M&A to provide strategic and financial advice.
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Client / Counter Party
On October 3, 2005, DisplaySearch, Inc. was acquired by NPD Group, a leader in the market research, analytics and information industry. Financial terms were not disclosed. The NPD Group, founded in 1967, is headquartered in Port Washington, New York. The Company also has offices in Paris, France; Tokyo, Japan; Nuremberg, Germany; Mexico City, Mexico; Toronto, Canada; Madrid, Spain; and Milan, Italy. The acquisition by NPD provided the DisplaySearch team with broadened opportunities to grow their business, while, at the same time, providing significant liquidity to the founders. The transaction also expanded NPD’s coverage of high-tech markets, and enhancing their analytical capabilities. The DisplaySearch Team continues to operate its business within NPD
Role
M&A was the exclusive strategic and financial advisor to DisplaySearch.
Business Description
Ross Young founded DisplaySearch after writing a book on US – Japan high-tech competition entitled: Silicon Sumo. A well-respected expert and consultant, Ross soon after invited his father, Barry, to join him to help manage the business. Within a few years Display had become the leading provider of quantitative and qualitative market research and analysis for a rapidly growing niche within the high technology electronics industry – firms that produce market or sell products that are used to produce – or that contain - flat-panel display devices - notebook PCs, handheld games, PDAs, mobile phones, medical devices, and more. Together, they built a rapidly growing company with offices in Austin Texas (Headquarters); Chicago; Houston; Richmond; and Tempe Arizona, as well as an international presence operating from offices in Tokyo Japan; Seoul Korea; and Taipei Taiwan. The Company was growing fast, and was highly profitable. Management had big dreams for expansion. At the same time, they faced a requirement to spend increasing amounts of time on administrative duties, a need to add infrastructure, and growing competition. Ross and Barry concluded that they should see if there were a suitable strategic partner that could help them take the company to the next level. They engaged M&A to provide strategic and financial advice.
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Client / Counter Party
On August 2, 2005, Derivative Solutions, Inc was acquired by FactSet Research Systems, Inc. (NYSE: FDS) a leading provider of global financial and economic information. The purchase price was approximately $53 million, consisting of $42.5 million in cash and approximately $10.5 million in stock. This represented approximately 5.3 times Derivative Solutions revenue for 2004. The transaction has allowed Derivative Solutions team to expand their product line and to expand internationally, while at the same time relieving Doug Wheeler of some of the administrative burdens that come with being CEO of an independent Company. It also provided significant liquidity to the founders. Doug and his team now have broad fixed-income related responsibilities within FactSet. The acquisition also broadened FactSet’s capabilities in the area of analysis of fixed-income securities.
Role
M&A was the exclusive strategic and financial advisor to Derivative Solutions.
Business Description
Doug Wheeler leveraged his background as a portfolio manager to found Derivative Solutions. In a few years the company had become one of the leading providers of fixed-income analytics, portfolio-management and risk- management solutions to financial institutions. The company was growing rapidly and quite profitable. The next step was to take the Company international and expand the product line. However, the complexity and time involved with these activities along with the requirement to build more infrastructure held little appeal for him. Doug’s preference was to see if there were a strategic partner that would value the Company he had built, and provide for a larger role for him and his team. He engaged M&A to provide strategic and financial advice.
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Client / Counter Party
On July 21, 2005, GSI was acquired by Thomson West, a division of The Thomson Corporation (NYSE: TOC). Financial terms were not disclosed. Thomson West is a leading provider of legal research information in the U.S. and publisher of the Westlaw® online service, which contains more than 19,000 databases. The transaction allowed the GSI team to continue expanding its business in new ways and provided significant liquidity to the founders. It also helped Thomson to increase its penetration of transaction attorneys as well as the investment banking community.
Role
M&A was the exclusive strategic and financial advisor to GSI.
Business Description
Phil Brown, Richard Harrison and Nick Keenan, founders and senior managers of Washington D.C. - based Global Securities Information, Inc. (GSI), created the world’s premier online securities research service for legal professionals, investment bankers and others seeking rapid, in depth access regulatory filings related to publicly traded securities. The company, often better known by its brand name LiveEdgar, was being used by over 20,000 active users at more than 1,200 firms including virtually all of the Am Law 100, 97 of the Top 100 Global Law Firms, and 80% of all law firms in the United States with more than one hundred (100) attorneys. They had 150 employees in 13 cities. The founders concluded that the time had come to join with a strategic partner. They engaged M&A to provide strategic and financial advice.
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Client / Counter Party
On June 13, 2005, Interactive Technologies was acquired by Fiserv, Inc. (NASDAQ: FISV). Fiserv provides information management systems and services to the financial and health benefits industries, including transaction processing, outsourcing, business process outsourcing and software and systems solutions. Terms were not disclosed. The transaction allowed the owners to begin the process of transitioning their company to new owners, while, at the same time, enabling Fiserv to increase its presence among larger and international commercial banks. Fiserv has brought in a new Chief Operating Officer as part of an agreed three-year transition plan, during which Tom and his full team continue to manage the day-to-day operations of the business.
Role
M&A was the exclusive strategic and financial advisor to Interactive Technologies.
Business Description
Tom Dackow spent a full career as an industry consultant before he and his wife, Edith, founded Interactive Technologies, Inc. (Interactive), a Summit New Jersey (headquarters) and London England-based company that developed and marketed software to help international and domestic banks, investment management companies, depositories, and exchanges to better manage the complex, customized fee arrangements that are an increasing part of the financial services arena. The company grew rapidly to a point where 60 of the world’s most prestigious financial firms were using the company’s technology. At that point, Tom, 62 years old, and his wife Edith had a company that was worth millions – on paper. But, their ability to enjoy the fruits of this labor were limited, as Tom spent increasing amounts of time guiding the company’s technology, sales and administration.. It was time to begin considering how best to how best to ensure that the company, the customers and the employees that had brought together could be best passed to new owners, while achieving appropriate liquidity for the founders. They engaged M&A to provide strategic and financial advice.
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Client / Counter Party
Role
M&A was proud with the role it played - first helping the CEO raise US $92 million in less than three weeks - and ultimately in the role we played helping the shareholders of FMC materially increase the purchase price for the firm.
Business Description
Financial Models Company (FMC); a publicly traded company based in Canada (TOC: FMC), develops software for investment managers. The Company has more than 200 clients and subsidiaries in the United States, Australia and Europe. In late 2004, FMC entered into discussions to be acquired by a publicly traded European financial IT firm. Ultimately, Mr. Stamos D. Katotakis, FMC's co-founder, CEO, and largest shareholder, was not convinced that the indicated value was adequate (about $120 million). His co-founder and another large shareowner disagreed. On December 8th, 2004, pursuant to an agreement among the Company's three largest shareowners, the other two large shareowners formally offered to sell their shares to Mr. Katotakis at C$12.20/share - the price that the European suitor was willing to pay. Katotakis had 21 days (over Christmas) to raise the capital to buy out his two partners - or go along with the other deal. On December 13th Mr. Katotakis engaged Marlin & Associates. On December 29th 2004, the last day of his window, Mr. Katotakis was able to announce that he was accepting the "selling notices" from his two partners, and was offering to take FMC private. ABRY Partners, LLC of Boston, committed to providing the $92 million required to purchase the shares not already owned by Katotakis. The story did not end there. On Jan 20th the European firm increased its offer to C$14.76 / share. Soon after, SS&C Technologies, a US financial-software company, offered C$17.70 (US$14.28) $145 million. Ultimately, On February 26, 2005 SS&C was able to announce that it had reached agreement to acquire FMC for about US$160 million.
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Client / Counter Party
On January 13, 2005, GovPX, Inc. was acquired by ICAP plc. Terms of the transaction were not disclosed.
Role
M&A provided valuation services in support of GovPX’s negotiations with ICAP.
Business Description
GovPX, Inc. was founded by the leading US bond dealers and inter-dealer brokers, in an effort to meet a congressionally mandated requirement to bring more price transparency to the US Treasury marketplace. By 2004 the company had achieved its mission. Real-time and intra-day derived prices on the full range of securities and derivatives on securities issued by the US government and its agencies had become available from multiple sources. At the same time the US bond market as well as the inter-dealer broker landscape had changed markedly. Several of the firms that had originally founded GovPX were no longer in existence, or no longer independent. Lawrence Leuzzi, GovPX Chairman and Chief Executive Officer, had been involved with the firm since inception. He and the GovPX board of directors recognized that there was one logical buyer of the firm - ICAP plc, the world's largest voice and electronic interdealer broker. ICAP had been involved with the firm since inception, participating in the launch of additional information sets and delivery options. The widely recognized GovPX brand and its network of subscribers was an attractive fit to ICAP’s existing information business. GovPX engaged M&A to provide valuation services in support of negotiations with ICAP.
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Client / Counter Party
On April 23, 2003 Infocon America Corp. was acquired by Digital River, Inc. (NASDAQ: DRIV), a global leader in e-commerce outsourcing. Digital River builds and manages online businesses for more than 40,000 software publishers, manufacturers, distributors and online retailers. The terms of the transaction were not disclosed.
Role
M&A was the exclusive strategic and financial advisor to Infocon America.
Business Description
Mark Hartsell founded this southern California based ASP, to help business-to-business publishers and premium content providers manage, market, sell and electronically deliver articles, single issues, subscriptions and site licenses directly and manage subscriber events - all through the publisher's existing web site. Mark grew the company to a point where it was profitable and growing. But, he recognized that his customers and employees would be better served if the firm were part of a larger organization. The company engaged M&A to provide strategic and financial advice.
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Client / Counter Party
On December 2, 2002 CAI was acquired by Lipper, Inc a wholly owned subsidiary of Reuters plc. Lipper provides mutual fund information, analytical tools, and commentary to asset managers, fund companies, financial intermediaries, traditional media, websites, and individual investors. The transaction allowed sellers to get liquidity and strengthened Lipper’s data on fixed income securities globally. The terms of the transaction were not disclosed.
Role
M&A was the exclusive strategic and financial advisor to Capital Access International.
Business Description
Husband-and-wife team of David Farrington and Carrie Thomas combined their Wall Street experience and started Capital Access International (CAI), a company focused exclusively on the information needs of the global fixed income community. Later, they accepted growth capital from a venture capital firm. Over time, Dave and Carrie and their team grew CAI into the industry’s leading provider of institutional investor profile information and bond ownership analysis to thousands of fixed income professionals on both the buy- and sell-side. In the classic vein of entrepreneurs the world over, David and Carrie reached a point where they were ready to move on to other challenges and enjoy the fruits of their labor – and their venture partner was ready for liquidity. The time was right: they had built a company that was worth millions on paper, but they had limited liquidity and the thought of raising the additional capital needed to expand CAI into a global enterprise held little appeal for them. Dave and Carrie concluded that they should see if there was a suitable strategic partner that could help them take the company to the next level. They engaged M&A to provide strategic and financial advice.
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Client / Counter Party
On October 29, 2002 ScreamingMedia, acquired the operating assets of Inlumen Inc. The purchaser simultaneously renamed the entire Company “Pinnacor” (NASDAQ: PCOR). The acquisition allowed Pinnacor to take advantage of the advance technology developed by Inlumen, while at the same time giving Inlumen’s customers and employees a transition path to a larger company with a broader product set. Later Pinnacor itself became part of Dow Jones / MarketWatch.
Role
M&A was the exclusive strategic and financial advisor to Inlumen.
Business Description
Inlumen, Inc. was founded by a team of experienced technologists who set out to develop and market one of the first news and alerting engines capable of delivering personalized real-time news to traders’ desktops. In 1996, the Company became one of the pioneer news providers on the web. In 1999, control of the Company was acquired by a group of strategic and financial investors, who invested over $40 million to strengthen its infrastructure. However, with the tech crash of 2000 organic growth began to slow. (Many of the Company’s customers were wiped out). Sales prospects were made more challenging with the subsequent slowdown in the financial services industry following 9/11/01 (the Company’s other core target market). In 2002 the investors engaged M&A to provide strategic and financial advice.