Special Value
Appendix 5 Comparable Transactions Analysis
Target Target Quote
Salmat Limited operates in two segments, Consumer Marketing Solutions and Customer Engagement Solutions. The Consumer Marketing Solutions segment distributes physical and digital catalogue content, as well as provides campaign management and marketing services. The Customer Engagement Solutions segment designs and delivers multi-channel contact centre services and technology solutions, field sales services, and learning and development solutions, as well as provides speech technology and automation solutions.
100% Dec-22-2010
C4 Communication Pty Ltd, BeInteractive Pty Ltd, MessageNet Pty Ltd and Returnity Pty Ltd
91.00 n/a n/a n/a
DTDigital Pty Ltd n/a
DTDigital Pty Ltd., a digital communications company, provides digital marketing design and technology services. The company offers digital advertising and marketing, eCommerce, SEO and traffic generation, social networking, strategy and consulting, user experience design, and Web design and development solutions; and email marketing, mobile marketing, and games and application development services.
33% Jan-18-2012 Ogilvy & Mather Asia Pacific Limited 15.60 n/a n/a n/a
Belgiovane Williams Mackay Pty Ltd n/a
Belgiovane Williams Mackay Pty., Ltd., an independent agency, provides communication services. Its services include strategic planning, advertising, direct marketing, and online communications.
51% Aug-10-2012 The existing minority shareholders of
Belgiovane Williams Mackay Pty Ltd 14.71 n/a n/a n/a
Dark Blue Sea Ltd ASX: DBS
Dark Blue Sea Limited, together with its subsidiaries, operates as a supplier of online direct navigation traffic for advertisers. Direct navigation is the action of typing a domain name directly into an Internet browser address bar.
70% Oct-01-2009 Photon Group Limited 24.65 0.92x 13.40x 14.40x
Snakk Media Limited NZSE:SNK
Snakk Media Limited operates as a mobile media aggregator providing end to end mobile media solutions primarily in Australia. The company provides mobile phone enabled promotions and marketing services. It also provides various ancillary technology and marketing services, including mobile messaging, Wi-Fi, Bluetooth and NFC, augmented reality, image recognition, mobile gaming, M-ticketing, custom QR codes, SMS short/long code numbers, mobile IVR solutions, keyword set up, mobile survey tools, and mobile vouchers.
5% Aug-23-2013 Unknown 15.27 5.20x EBITDA<0 EBIT<0
Ad Network Pty Ltd n/a
Ad Network Pty Ltd., doing business as The Real Estate Ad Network, provides digital real estate advertising services to real estate agents. It also represents real estate industry sites that enable to reach a pool of property buyers, people researching property and home loans, investors and renters, small to medium businesses, rural audiences, and people moving home.
100% Oct-12-2012 Onthehouse Holdings Limited 1.82 n/a 5.00x n/a
AKQA, Inc. n/a
AKQA, Inc. operates as a digital agency. The company provides search engine marketing services; digital products, services, and content for the mobile platform; interactive experiences, content creation and distribution services, e-commerce and technology solutions, and usability and interface design solutions. The company was incorporated in 1990 and is based in San Francisco, California with additional offices in New York, New York;
Washington, District of Columbia; London, United Kingdom; Amsterdam, the Netherlands; and Shanghai, China.
100% Jun-20-2012 WPP plc (LSE:WPP) 529.20 2.87x n/a n/a
Digital Media Transactions (Other Countries)
For personal use only
Digital Performance Group Limited - Independent Expert Report 92
Target Target Quote
Symbol Target Description Percentag
e Sought Date Acquirer
Implied Enterprise Value1 ($m)
EV/Revenue
2 Multiple
EV/EBITDA3 Multiple
EV/EBIT Multiple
LBi International NV n/a
LBi International N.V., an independent marketing and technology agency, provides a range of services to brands to help them in acquiring and engaging customers through digital channels. The company’s services for customer acquisition include digital advertising, social media and online public relations, search engine optimization and paid search, and brand and campaign experience design. Its services for customer engagement comprise brand and content strategy, research and planning, e-commerce and self-service Website building, emergent platform consulting, managed self-services, and customer relationship management programs.
100% Sep-20-2012 Publicis Groupe SA (ENXTPA:PUB) 513.12 1.87x 11.94x 16.77x
Rosetta Marketing Group, LLC n/a
Rosetta Marketing Group, LLC, a consulting-centered interactive agency, provides marketing services. It offers consulting practice, creative and customer experience, technology, relationship marketing, and analytics and optimization services. The company also provides search and media services, including search engine optimization; paid search engine marketing; and social media marketing, online display advertising, and more. The company also provides commerce, connected devices, segmentation, and optimization solutions.
100% May-17-2011 Publicis Groupe SA (ENXTPA:PUB) 539.40 2.57x n/a n/a
Responsys Inc NASDAQGS:MKTG
Responsys, Inc. provides email and cross-channel marketing solutions that enable companies to engage in relationship-based marketing across various interactive channels. The company offers Responsys Interact suite, a software-as-a-service platform that provides marketers with a set of integrated applications to create, execute, optimize, and automate marketing campaigns across various channels, including email, mobile, social, the Web, and display. Its platform also leverages third-party applications and data from real-time sources allowing customers to deliver targeted content to its customers and known prospects as part of their interactive marketing campaigns. In addition, the company provides professional services, such as strategic, creative, deliverability, campaign, education, and technical services.
100% Dec-20-2013 Oracle Corporation (NYSE:ORCL) 1,780.12 8.20x 119.10x 1,017.21x
Aegis Group plc (nka:Dentsu Aegis
Network Ltd.) n/a
Dentsu Aegis Network Ltd., through its subsidiaries, provides branding, media, and marketing services to customers worldwide. Its services include branding solutions, media planning and buying, integrated cross media solutions, marketing and creative solutions, content marketing, entertainment marketing, sports marketing, event marketing, sales promotion, online and direct marketing, out-of-home media, corporate responsibility marketing, marketing consulting, and public relations. Dentsu Aegis Network Ltd. was formerly known as Aegis Group plc. As a result of acquisition of Aegis Group plc by Dentsu Inc., Aegis Group plc’s name was changed.
100% Jul-12-2012 Dentsu Inc. (TSE:4324) 4,788.79 2.60x 14.80x 20.80x
For personal use only
Digital Performance Group Limited - Independent Expert Report 93
ExactTarget, Inc. provides cross-channel digital marketing software-as-a-service (SaaS) solutions that enable organizations to communicate with their customers through the interactive channels, including email, mobile, social media, Websites, marketing automation, and data management. Its solutions provide marketers with a suite of integrated applications to plan, automate, deliver, and optimize data-driven digital marketing campaigns and real-time communications. In addition, it provides FUEL, a multi-tenant SaaS platform that offers an integration framework for integration of data from relevant source and leverage productized integrations with third-party customer relationship management, Web analytics, and e-commerce providers for digital communications. Further, the company, through its platform, provides open application programming interfaces and developer tools that allow third parties to embed ExactTarget, Inc.’s technology into their solutions and build applications on ExactTarget, Inc.’s platform.
100% May-10-2013 Salesforce.com, Inc (NYSE:CRM) 2,543.42 8.00x EBITDA<0 EBIT<0
Society6, LLC n/a
Society6, LLC operates an online marketplace and e-commerce platform. It operates Society6, an e-commerce platform that allows users to offer art prints, framed art prints, stretched canvases, stationery cards, iPhone and iPod cases, iPad cases, T-shirts, tank tops, hoodies, throw pillows, tote bags, books, and gift cards, as well as iPhone, iPod, laptop, and iPad skins.
100% Jun-24-2013 Demand Media Inc (NYSE:DMD) 97.69 5.37x 17.41x 17.41x
GMO Solution Partner, Inc. n/a
GMO Solution Partner, Inc. offers web consulting and e-commerce solutions.
The company was founded in 2003 and is based in Tokyo, Japan. GMO Solution Partner, Inc. operates as a subsidiary of GMO Internet Inc.
100% Dec-02-2013 GMO AD Partners Inc. (JASDAQ:4784) 19.80 0.64x 3.74x n/a
Innotrac Corp NasdaqCM:INOC
Innotrac Corporation provides order processing, order fulfillment, and customer support contact center services to corporations that outsource these functions. It receives clients’ orders through inbound call center services, electronic data interchange, or the Internet; picks, packs, verifies, and ships items; tracks inventory levels through an automated perpetual inventory system; warehouses data; and handles customer support inquiries.
100% Nov-14-2013 Sterling Capital Partners IV, L.P. ;
Sterling Partners 116.20 0.88x 12.14x 21.52x
TIME Engineering Berhad KLSE:TIME
TIME Engineering Berhad, an investment holding company, develops and provides information technology (IT) solutions for government agencies, multinationals, and institutions primarily in Malaysia. The company engages in the development, management, and provision of business to business e-commerce and computerized transaction facilitation services. It also provides IT project management and consultancy services, as well as cybersecurity and managed services; and supplies ICT hardware equipment, software, and peripherals, as well as offers maintenance and asset management services.
45% Sep-12-2013 Censof Holdings Berhad (KLSE:CENSOF) 46.90 0.91x 9.16x 26.50x
eCommerce Transaction
For personal use only
Digital Performance Group Limited - Independent Expert Report 94
Target Target Quote
Symbol Target Description Percentag
e Sought Date Acquirer
Implied Enterprise Value1 ($m)
EV/Revenue
2 Multiple
EV/EBITDA3 Multiple
EV/EBIT Multiple
Acquity Group Limited n/a
Acquity Group Limited, through its subsidiary, Acquity Group LLC, provides brand e-commerce and digital marketing services in the United States. It offers digital strategy services, including assisting clients to develop strategies to translate their brand identity to the digital channel in order to enhance their brand e-commerce Websites; and integrating the customer's online brand experience with their offline brand experience. The company also provides multi-channel digital marketing services, such as assisting clients to create a brand experience across Internet, mobile devices, and social media applications. In addition, it offers brand e-commerce technology services comprising the design and implementation of online stores and other points of sale for its clients that supplement their physical store networks or serve as an alternative to expanding those networks, as well as the operation of Websites on behalf of its clients.
100% May-17-2013 Accenture Holdings B.V. 320.56 2.38x 16.32x 20.64x
GSI Commerce, Inc n/a
GSI Commerce, Inc., doing business as eBay Enterprise, Inc., provides commerce technologies, omnichannel operations, and marketing solutions for retailers and brands. Its strategic resources and services include Webinar series on current industry topics; in-person client briefings that focus on the research and industry trends, and their potential applications to businesses;
and diagnostic programs to evaluate, measure, and isolate gaps that inhibit business growth. The company’s commerce technologies include global Web and mobile storefronts, business user controls, order management, inventory management, payment processing, fraud management, reporting and analytics, and infrastructure on-demand solutions. It also provides marketing solutions, such as demand generation, performance marketing, CRM and loyalty, attribution and media mix optimization, data driven consumer insights, and design and content creation.
100% Mar-28-2011 eBay Inc. (NasdaqGS:EBAY) 2,080.57 1.60x 20.50x 104.30x
Total Minimum 1.82x 0.64x 3.74x 10.90x
Total Average 567.88x 2.74x 17.15x 116.52x
Total Maximum 4,788.79 8.20 119.10 1,017.21
Average of Australian Digital Media
Transactions 2.03x 8.30x 12.20x
Average Other Countries Digital Media
Transaction 4.35x 48.61x 351.60x
Average Other Countries Digital Media
Transaction (excluding outliers) 4.35x 13.37x 18.79x
Average eCommerce Transactions 1.96x 13.21x 38.07x
Average eCommerce Transactions
(exlcuding GSI Commerce Inc) 2.04x 11.76x 21.52x
1. Implied purchase price for 100% of Target less net debt.
2. Operating revenue for the latest available 12 Month period prior to transaction.
3. Normalised EBITDA calculated from latest available period prior to transaction.
Source: Capital IQ, publicly available information, LCF analysis
For personal use only
Digital Performance Group Limited - Independent Expert Report 95
Mnet Mobile provides mobile marketing solutions for media, enterprise, and government sectors. It offers strategy consulting services, marketing and analytics services and creative services.
100% Jan-31-2013 Mediabrands Australia Pty Ltd 5.50 n/a n/a n/a
Experian Mosaic® - Pacific
Micromarketing n/a
Experian Mosaic® - Pacific Micromarketing provides marketing solutions. It offers customer analytics and local area planning services for customer insights; Populous prospect database and online counts for customer acquisition; and customer segmentation datasets.
100% Jan-18-2013 Experian Australia Pty Ltd; Experian New
Zealand Limited 6.19 n/a n/a n/a
Mitchell Communication Group Limited n/a
The company offers media communications strategy, media planning and buying, consumer insights research, specialist strategic advice, and branded content solutions to clients; and digital media strategy, planning and buying, search engine marketing, and creative services. It also develops and implements communications campaigns across a range of disciplines.
100% Jul-29-2010 Aegis Group plc (nka:Dentsu Aegis
Network Ltd.) 325.45 1.20x 9.40x 10.90x
OOHMedia Group Ltd n/a
oOh!media Group Limited operates as a retail out-of-home advertising company in Australia. It focuses on the out-of-home media production and advertising.
91% Nov-10-2011 CHAMP III Fund;CHAMP Private Equity 192.36 1.60x 9.00x 11.30x
Media Monitors Australia Pty Ltd.
(nka:Sentia Media Pty Ltd) n/a
Sentia Media Pty. Ltd., along with its subsidiaries, provides media information, analysis, and advice for clients. The company offers clients with specialist insights into their communications activity; business and brand online intelligence services, which enable brands to manage and extract insights from consumers’ conversations; and print, broadcast, and Internet monitoring services, as well as quantitative analysis.
100% Jul-01-2010 Quadrant Private Equity Fund No. 2, L.P.;
Quadrant Private Equity Pty Limited 160.00 n/a 6.40x n/a
Five Field Marketing & Retail Agencies and Two Related Businesses of Photon Group Limited
n/a
Photon Group Limited changed its name to Enero Group Limited in June 2012.
The company provides integrated marketing, communications, and technology services. Its services include strategy, market research, advertising, public relations, communications planning, graphic design, events management, direct marketing, corporate communications, and research and data analytics services.
100% Nov-03-2011 Navis Asia Fund V, L.P.;Navis Capital
Partners 146.50 1.27x 6.97x n/a
Salmat Limited operates in two segments, Consumer Marketing Solutions and Customer Engagement Solutions. The Consumer Marketing Solutions segment distributes physical and digital catalogue content, as well as provides campaign management and marketing services. The Customer Engagement Solutions segment designs and delivers multi-channel contact centre services and technology solutions, field sales services, and learning and development solutions, as well as provides speech technology and automation solutions.
100% May-30-2012 Fuji Xerox Asia Pacific Pte Ltd 375.00 1.19x 7.58x n/a
Salmat Limited SLM.ASX
Salmat Limited operates in two segments, Consumer Marketing Solutions and Customer Engagement Solutions. The Consumer Marketing Solutions segment distributes physical and digital catalogue content, as well as provides campaign management and marketing services. The Customer Engagement Solutions segment designs and delivers multi-channel contact centre services and technology solutions, field sales services, and learning and development solutions, as well as provides speech technology and automation solutions.
100% Dec-22-2010
C4 Communication Pty Ltd, BeInteractive Pty Ltd, MessageNet Pty Ltd and Returnity Pty Ltd
91.00 n/a n/a n/a
Digital Media Transactions (Australia)
For personal use only
Digital Performance Group Limited - Independent Expert Report 96
Target Target Quote
Symbol Target Description Percentage
Sought Date Acquirer
Implied Enterprise Value1 ($m)
EV/Revenue2 Multiple
EV/EBITDA3 Multiple
EV/EBIT Multiple
DTDigital Pty Ltd n/a
DTDigital Pty Ltd., a digital communications company, provides digital marketing design and technology services. The company offers digital advertising and marketing, eCommerce, SEO and traffic generation, social networking, strategy and consulting, user experience design, and Web design and development solutions; and email marketing, mobile marketing, and games and application development services.
33% Jan-18-2012 Ogilvy & Mather Asia Pacific Limited 15.60 n/a n/a n/a
Belgiovane Williams Mackay Pty Ltd n/a
Belgiovane Williams Mackay Pty., Ltd., an independent agency, provides communication services. Its services include strategic planning, advertising, direct marketing, and online communications.
51% Aug-10-2012 The existing minority shareholders of
Belgiovane Williams Mackay Pty Ltd 14.71 n/a n/a n/a
Dark Blue Sea Ltd ASX: DBS
Dark Blue Sea Limited, together with its subsidiaries, operates as a supplier of online direct navigation traffic for advertisers. Direct navigation is the action of typing a domain name directly into an Internet browser address bar.
70% Oct-01-2009 Photon Group Limited 24.65 0.92x 13.40x 14.40x
Snakk Media Limited NZSE:SNK
Snakk Media Limited operates as a mobile media aggregator providing end to end mobile media solutions primarily in Australia. The company provides mobile phone enabled promotions and marketing services. It also provides various ancillary technology and marketing services, including mobile messaging, Wi-Fi, Bluetooth and NFC, augmented reality, image recognition, mobile gaming, M-ticketing, custom QR codes, SMS short/long code numbers, mobile IVR solutions, keyword set up, mobile survey tools, and mobile vouchers.
5% Aug-23-2013 Unknown 15.27 5.20x EBITDA<0 EBIT<0
Ad Network Pty Ltd n/a
Ad Network Pty Ltd., doing business as The Real Estate Ad Network, provides digital real estate advertising services to real estate agents. It also represents real estate industry sites that enable to reach a pool of property buyers, people researching property and home loans, investors and renters, small to medium businesses, rural audiences, and people moving home.
100% Oct-12-2012 Onthehouse Holdings Limited 1.82 n/a 5.00x n/a
Digital Media Transactions (Australia)
For personal use only
Digital Performance Group Limited - Independent Expert Report 97
Target Target Quote
Symbol Target Description Percentage
Sought Date Acquirer
Implied Enterprise Value1 ($m)
EV/Revenue2 Multiple
EV/EBITDA3 Multiple
EV/EBIT Multiple
AKQA, Inc. n/a
AKQA, Inc. operates as a digital agency. The company provides search engine marketing services; digital products, services, and content for the mobile platform; interactive experiences, content creation and distribution services, e-commerce and technology solutions, and usability and interface design solutions. The company was incorporated in 1990 and is based in San Francisco, California with additional offices in New York, New York;
Washington, District of Columbia; London, United Kingdom; Amsterdam, the Netherlands; and Shanghai, China.
100% Jun-20-2012 WPP plc (LSE:WPP) 529.20 2.87x n/a n/a
LBi International NV n/a
LBi International N.V., an independent marketing and technology agency, provides a range of services to brands to help them in acquiring and engaging customers through digital channels. The company’s services for customer acquisition include digital advertising, social media and online public relations, search engine optimization and paid search, and brand and campaign experience design. Its services for customer engagement comprise brand and content strategy, research and planning, e-commerce and self-service Website building, emergent platform consulting, managed services, and customer relationship management programs.
100% Sep-20-2012 Publicis Groupe SA (ENXTPA:PUB) 513.12 1.87x 11.94x 16.77x
Rosetta Marketing Group, LLC n/a
Rosetta Marketing Group, LLC, a consulting-centered interactive agency, provides marketing services. It offers consulting practice, creative and customer experience, technology, relationship marketing, and analytics and optimization services. The company also provides search and media services, including search engine optimization; paid search engine marketing; and social media marketing, online display advertising, and more. The company also provides commerce, connected devices, segmentation, and optimization solutions.
100% May-17-2011 Publicis Groupe SA (ENXTPA:PUB) 539.40 2.57x n/a n/a
Responsys Inc NASDAQGS:MKTG
Responsys, Inc. provides email and cross-channel marketing solutions that enable companies to engage in relationship-based marketing across various interactive channels. The company offers Responsys Interact suite, a software-as-a-service platform that provides marketers with a set of integrated applications to create, execute, optimize, and automate marketing campaigns across various channels, including email, mobile, social, the Web, and display.
Its platform also leverages third-party applications and data from real-time sources allowing customers to deliver targeted content to its customers and known prospects as part of their interactive marketing campaigns. In addition, the company provides professional services, such as strategic, creative, deliverability, campaign, education, and technical services.
100% Dec-20-2013 Oracle Corporation (NYSE:ORCL) 1,780.12 8.20x 119.10x 1,017.21x
Digital Media Transactions (Other Countries)
For personal use only
Digital Performance Group Limited - Independent Expert Report 98
Target Target Quote
Symbol Target Description Percentage
Sought Date Acquirer
Implied Enterprise Value1 ($m)
EV/Revenue2 Multiple
EV/EBITDA3 Multiple
EV/EBIT Multiple
Aegis Group plc (nka:Dentsu Aegis
Network Ltd.) n/a
Dentsu Aegis Network Ltd., through its subsidiaries, provides branding, media, and marketing services to customers worldwide. Its services include branding solutions, media planning and buying, integrated cross media solutions, marketing and creative solutions, content marketing, entertainment marketing, sports marketing, event marketing, sales promotion, online and direct marketing, out-of-home media, corporate responsibility marketing, marketing consulting, and public relations. Dentsu Aegis Network Ltd. was formerly known as Aegis Group plc. As a result of acquisition of Aegis Group plc by Dentsu Inc., Aegis Group plc’s name was changed.
100% Jul-12-2012 Dentsu Inc. (TSE:4324) 4,788.79 2.60x 14.80x 20.80x
ExactTarget, Inc. n/a
ExactTarget, Inc. provides cross-channel digital marketing software-as-a-service (SaaS) solutions that enable organizations to communicate with their customers through the interactive channels, including email, mobile, social media, Websites, marketing automation, and data management. Its solutions provide marketers with a suite of integrated applications to plan, automate,
ExactTarget, Inc. provides cross-channel digital marketing software-as-a-service (SaaS) solutions that enable organizations to communicate with their customers through the interactive channels, including email, mobile, social media, Websites, marketing automation, and data management. Its solutions provide marketers with a suite of integrated applications to plan, automate,