What’s The New Deal In E-Commerce?

I N F O R M A T I O N T E C H N O L O G Y C O M M U N I C A T I O N S H E A L T H C A R E T E C H N O L O G Y D I G I T A L M E D I A

What’s The New Deal In E-Commerce?

Montpellier, 2004

BROADVIEW INTERNATIONAL, A DIVISION OF JEFFERIES INTERNATIONAL LTD, AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY

Internet: ACT II

Ben Tompkins

Managing Director (London)

Pptname 2 01/07/98

Broadview Overview

Leading global M&A advisor serving the digital media, IT, communications and healthcare technology industries

As a division of Jefferies, Broadview provides access to a full suite of investment banking services and capabilities

Broadview’s team of 90 bankers is one of the largest dedicated to the technology industry

30-year track record bringing superior industry expertise and access

Over 430 M&A transactions valued at more than $62 billion since 1998*

Over $1.6 billion raised in strategic private placements over the same period*

* As of August 2004, includes services provided by Broadview International LLC, Broadview International Ltd., and Broadview International, A Division of Jefferies & Company, Inc.

Pptname 3 01/07/98

Leadership In Digital Media Transactions

has been acquired by

$150,000,000April 2003

€475,000,000April 2004


€14,000,000Pending

has sold a minority interest in

StepStone Deutschland AGto

Axel Springer

ConfidentialOctober 2004


€46,000,000July 2004


Follow-On Public Equity OfferingLead Manager

$56,000,000December 2003

Follow-On Public Equity OfferingCo-Manager

$75,900,000July 2004

ConfidentialPending

has agreed to acquire

$80,600,000October 2004

Initial Public OfferingCo-Manager

China Finance Online Co. Limited

ConfidentialMay 2004



C$153,000,000April 2004 September 2003

has sold substantially all ofits operating assets to

Pptname 4 01/07/98

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All Internet Indexes Have Outperformed The NASDAQ In The Last 12 Months, Although It’s Been A Rocky Ride

+35%-40%

Daily Indexed Price Performance of Worldwide Consumer Internet SegmentsNovember 22, 2003 – November 22, 2004

Indexed prices are equally weighted.Commerce / Retail Composite Includes: ALOY, AMZN, BFLY, DSCM, ECST, FLWS, NFLX, NILE, OSTK, PCLN, PRVD, REDEContent / Media / Portal Composite Includes: CNET, EDET, KNOT, IVIL, JUPM, LOUD, MKTW, RATE, RNWK, T-Online, Tiscali, TSCM, YHOO Marketing Services Composite Includes: AQNT, ASKJ, CSAV, DCLK, DIGI, DTAS, FWHT, GOOG, INSP, LOOK, MAMA, MCHX, NTRT, RCOM, SHOP, TCOW, TFSM, TRFX, VCLK, WSSICommerce/ Listings Composite Includes: ABTL, EBAY, EBKR, HOMS, IACI, LMIN, MNST, ORBZ, STMP, YPNTChina Composite Includes: CTRP, JOBS, JRJC, KONG, LONG, LTON, NTES, SINA, SNDA, SOHU, TOMO

Index Performance

Marketing Services 55.0%Content & Services 27.4%Commerce / Retail 25.0%Commerce / Listings 17.2%NASDAQ 7.1%China 1.8%

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The Leading US Buyers Are Back In The Market …

Europe is not a problem any more

— Now profitable and twice the size

— New European-based management

Fully integrated Overture – great fit with TradeDoubler

Very successful IPO and impressive execution (gmail, new paid search functionality, localisation search etc)

Strong focus on international expansion

— Head of M&A is moving to Europe

Done with restructuring and is now focused on growth again

Clearer ‘buy-in’ at TW

Focus on expansion within marketing services

— Acquired advertising.com

Pptname 6 01/07/98

… And There Are Some Interesting New Entrants

Highly valued Japanese mobile services company Using stock and cash to diversify geographically

— Zingy— iTouch

US payments / security technology provider Acquired Jamba! Focused on building digital media content that drives

payments

Back in acquisition mode Renewed interest in Europe post Active Hotels deal

— Telitas— Mobivillage

Pptname 7 01/07/98

Broadview Forecasts Over 50 Digital Media M&A Deals In 2004 – Up Over 100%

1) Broadview Estimate

Q1

Q2

Q3

Q4

NASDAQ

Worldwide Internet Media & Services M&A Transactions,Announced Equity Consideration $20 Million Or Greater

January 1, 1999 – November 22, 2004

0

10

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… And There Have Been Some High Value Digital Media M&A Exits

acquired by acquired byacquired by acquired byacquired by

Value:

$575m

P/R:

12x

P/EBIT:

40x

Currency:

Cash

Value:

$57m

P/R:

9x

P/EBIT:

NM

Currency:

Shares

Value:

Conf.

P/R:

8x

P/EBIT:

23x

Currency:

Cash

Value:

$161m

P/R:

7x

P/EBIT:

15x

Currency:

Cash

Value:

$273m

P/R:

3x

P/EBIT:

NM

Currency:

Cash/

Shares

Pptname 9 01/07/98

The IPO Market Is Demonstrating a Recovery on a Selective Basis for High Quality Issuers

Tech IPO Activity – Number of Transactions

USWestern Europe

Median IPO on NASDAQ has had the following:

— Revenue of $73 million

— Revenue growth of 54%

— EBIT margin of 7.5%

— 4 quarters of profitability

No

. o

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20 17 16 3525

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Digital Media IPOs In 2004 Have Received A Mixed Reception

Date: 18/08/04

Offering Amount: $1,700m

TTM Revenue: $2,258m

TTM RevenueGrowth: 157%

Quarters ofProfitability: 10

TTM EBIT Margin: 8.4%

% Changefrom IPO: +98%

Date: 25/10/04

Offering Amount: $123.7m

TTM Revenue: $84.0m



TTM EBIT Margin: 11.1%


Date: 28/09/04

Offering Amount: $88.8m

TTM Revenue: $25.5m



TTM EBIT Margin: NM


Stock Chart ($)

Aug 04 Nov 04

200Stock Chart ($)

Nov 04Oct 03

35 Stock Chart ($)

Nov 04Sep 04

35

Pptname 11 01/07/98

As A Result Of High Value ‘Exits’, Investment Is Returning

received investment from

Target:Mobile games provider

Amount raised: $19m (August 2004) adding to $44m received in June 2004 by General Catalyst Partners, Bessemer Venture Partners and eFund LLC


Target:Mobile games provider

Amount raised:$27m (August 2004)


Target:Wireless games publisher

Amount raised:$20m (Jul 2004)


Target:Developer of mobile multimedia entertainment

Amount Raised: $18m (November 2004)

To date Digital Bridges has raised $56.4m through Apax and Argo

and

Pptname 12 01/07/98

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What Buyers Want: Back To The Future

ADVERTISING ADVERTISINGSUBSCRIPTION / LISTINGS / E-COMMERCE

Pptname 13 01/07/98

What’s Hot For 2005?

Advertising is back

Mobile media is here (finally) … but get ready for a rough ride

Search, in all its forms, becomes more pervasive

— Contextual search

— Location search

— etc.

Payments technology further enables all forms of ecommerce

I N F O R M A T I O N T E C H N O L O G Y C O M M U N I C A T I O N S H E A L T H C A R E T E C H N O L O G Y M E D I A

What’s The New Deal In E-Commerce?

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