Unit4 Nv

Sections
Announcement
Date
Target
Acquiror
NTM
Revenue
Multiple
NTM
EBITDA
Multiple
NTM
LFCF
Multiple
11/02/15
Constant Contact Inc.
Endurance International Group Holdings Inc.
2.3x
11.3x
24.2x
09/13/15
Solera Holdings, Inc.
Vista Equity Partners Management, LLC
5.2x
13.4x
20.4x
06/15/15
Dealertrack Technologies, Inc.
Cox Automotive Inc.
4.1x
19.4x
20.0x
04/07/15
Informatica Corporation
Permira Holdings Limited & CPP Investments
4.3x
18.1x
22.1x
12/15/14
Riverbed Technology Inc.
Thoma Bravo
3.2x
11.5x
15.5x
11/25/14
Advanced Computer Software Group Ltd.
Vista Equity Partners Management, LLC
3.5x
14.9x
19.2x
09/29/14
TIBCO Software Inc.
Vista Equity Partners
3.9x
17.4x
36.5x
12/20/13
Responsys, Inc.
Oracle Corporation
6.9x
11/18/13
UNIT4 NV
Advent International
2.4x
11.6x
05/06/13
BMC Software Inc.
Investor Group
3.1x
7.9x
10.6x
11/01/12
JDA Software Group, Inc.
RedPrairie (New Mountain Capital)
2.5x
9.4x
17.6x
10/29/12
OPNET Technologies, Inc.
Riverbed Technology, Inc.
4.4x
20.0x
32.6x
08/27/12
Deltek, Inc.
Thoma Bravo
2.6x
9.5x
14.3x
07/02/12
Quest Software, Inc.
Dell Technologies Inc.
2.5x
10.9x
12.8x
05/22/12
Ariba, Inc.
SAP America, Inc.
7.8x
32.4x
48.9x
02/09/12
Taleo Corporation
Oracle Corporation
5.3x
26.6x
46.1x
12/09/11
Blue Coat Systems Inc.
Thoma Bravo
2.0x
11.6x
18.8x
10/24/11
RightNow Technologies, Inc.
Oracle Corporation
6.2x
31.8x
07/01/11
Blackboard Inc.
Providence Equity
3.2x
12.6x
16.2x
04/26/11
Lawson Software, Inc.
Infor (Golden Gate Capital)
2.4x
10.8x
14.3x
Note: “-” means non-meaningful. Multiples greater than 50.0x or negative are considered non-meaningful.
Based on the analysis of the NTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 4.5x to 8.0x, then applied this range to the Company’s next-twelve months’ revenue estimates (calculated as the four quarters ending on July 31, 2024) based on the Street Estimates. Based on the fully diluted shares of Splunk common stock outstanding as of September 18, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for Splunk common stock of approximately $97.37 to $178.26 per share.
Based on the analysis of the NTM EBITDA multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 18.0x to 34.0x, then applied this range to the Company’s next-twelve-months’ EBITDA estimates (calculated as the four quarters ending on July 31, 2024) based on the Street Estimates. Based on the fully diluted shares of Splunk common stock outstanding as of September 18, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for Splunk common stock of approximately $88.22 to $172.96 per share.
Based on the analysis of the NTM LFCF multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 20.0x to 32.0x, then applied this range to the Company’s next-twelve-months’ leveraged free cash flow estimates (calculated as the four quarters ending on July 31, 2024) based on the Street Estimates. Based on the fully diluted shares of Splunk common stock outstanding as of September 18, 2023 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for Splunk common stock of approximately $107.27 to $171.63 per share.
No company or transaction utilized in the selected transactions analysis is identical to the Company or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s control, such as the impact of competition on the Company’s business or the industry
generally, industry growth and the absence of any material adverse change in the Company’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.
Miscellaneous
In connection with the review of the Merger by the Board of Directors, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of the Company. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.
Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Splunk Stockholders (other than Parent or any affiliate of Parent), to such holders. These analyses do not purport to be appraisals or to reflect the price at which Splunk common stock might actually trade or otherwise be transferable at any time.
Qatalyst Partners’ opinion and its presentation to the Board of Directors was one of many factors considered by the Board of Directors in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Per Share Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the Splunk Stockholders (other than Parent or any affiliate of Parent) or of whether the Board of Directors would have been willing to agree to different consideration. The Per Share Merger Consideration payable in the Merger was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board of Directors. Qatalyst Partners provided advice to the Company during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to the Company or that any specific consideration constituted the only appropriate consideration for the Merger.
Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst may at any time hold long or short positions and may trade or otherwise effect transactions in debt or equity securities or loans of the Company, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and the Company or Parent pursuant to which compensation was received by Qatalyst Partners or its affiliates. Qatalyst Partners and/or its affiliates may provide investment banking and other financial services to the Company, or Parent and their respective affiliates for which Qatalyst would expect to receive compensation.
Under the terms of its engagement letter, Qatalyst Partners provided the Company with financial advisory services in connection with the Merger for which it will be paid an amount currently estimated at approximately $68.0 million, $7.5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, the closing of the Merger. The Company has also agreed to reimburse Qatalyst Partners for certain expenses incurred in performing its services. The Company has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person

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