Digital Media M&A Update Q3 2015

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1 Technology and Digital Media Investment Banking M&A Advisory Digital Media M&A Update Q October 14, W. Sunset Blvd, Suite 500 West Hollywood, CA (310) TechMediaMergers.com

2 Solganick & Co. (formally Generation Equity Advisors, LLC) is an independent investment banking and M&A advisory firm focused exclusively on the global Software, IT Services and Digital Media industry sectors. We cover the Digital Media sector comprehensively including digital and advertising agencies, advertising software and technologies, Internet, ecommerce and media conglomerates. We advise buyers and sellers of companies and efficiently execute M&A transactions that help increase shareholder value. Our professionals have advised on $20+ billion in M&A transactions to date and have current clients and relationships globally with entrepreneurs, companies and leading private equity firms within the sectors we cover. Aaron Solganick, CEO Darryl Tan, Analyst 8560 West Sunset Blvd, Suite 500 West Hollywood, CA (310) x101 Table of Contents: M&A Update Page 3 Global M&A Deal Value and Volume Page 4 M&A Activity: Media & Entertainment Page 4 Notable Digital Media M&A Transactions Page 5 Active Digital Media Acquirers Page 6 Publicly Traded Digital Media Firms (Valuation Table) Page 7 M&A Spotlight: Media General / Meredith Corp. Page 8 M&A Spotlight: ComScore / Rentrak Page 9 Sources for our research and data include: Dealogic, Thomson Reuters, S&P Capital IQ, Company Websites, SEC Filings, MergerMarket, Berkery Noyes, JEGI, imaa DISCLAIMER The information contained herein is of a general nature and is not intended to address the circumstances of any particular company, individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. We perform our own research and also use third party research. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. This is not an offer or recommendation to buy or sell securities nor is it a recommendation to merge, acquire, sell or exit a specific company or entity. We do not hold any equity or debt position in any of the securities listed herein as of the date of this report. Page 2

3 M&A Update Global M&A Value Hits New High; Increasing for 3 rd consecutive period to $3.4 tr Worldwide In the first nine months of 2015, global M&A volume increased for the third consecutive period to $3.41 tr in the first nine months of 2015, the second highest volume on record behind 2007 ($3.59 tr). Third quarter M&A alone was over $1tr, marking the first consecutive trillion-dollar plus quarter for worldwide M&A in fifteen years. Shareholders are also encouraging and expecting companies to adopt bold M&A strategy for growth in The mega-deals (>US$10bn) phenomenon continued at an even greater pace with 45 >$10bn M&A deals being announced in the first nine months of 2015, with a combined total value of $1.15tr. This reflects an increase of 89% from the same period last year and the highest first nine months volume and activity on record. >10bn+ deals accounted for 34% of global M&A volume, up from 23% yearon-year, and was the highest market share on record. United States Confidence within the US market is on a high, fueled by low interest rates, stable economic growth and an abundance of corporate cash. Despite expectations of an impending Federal Rate increase in late 2015 or early 2016, 2015 is already the biggest year for US targeted M&A deals with $1.68 tr of announced deals. The Healthcare sector led the US market, with deal volume totaling US$350.4 bn, accounting for a 22.8% market share. Energy & Power followed, accruing US$226.2 bn for a 14.7% share of the market. Technology finished the top 3 sectors, with US$170.4 bn and an 11.1% market share. Digital Media Overall M&A activity across the media, information, marketing, software and techenabled services sectors was high during the first three quarters, with 1,758 transactions announced at a total value of $106.2 bn YTD. Both deal volume and value showed strong gains over the same period in 2014, when 1,636 deals totaled $96.8 bn in value. Within Digital Media, the M&A environment remains favorable for firms. A surge of M&A activity came from strategic buyers that are acquiring technology to strengthen their advertising platforms and acquire new verticals. The political cycle is also expected to drive spending in advertising and data analytics through YTD, total transaction volume increased 4 % over the first nine months of Total transaction value within the sector rose 15 percent over Q2, 2015 to approximately $24.0 bn. The median revenue multiple moved downward by 15 percent, from 2.0x to 1.7x. On the other hand, The median EBITDA multiple from 2014 through the first nine months decreased by 18 percent, from 11.0x to 9.0x. Page 3

4 Global M&A Deal Value and Volume Source: Dealogic M&A Activity: Media & Entertainment Source: Institute of Mergers, Acquisitions and Alliances Page 4

5 Date Announced Notable Digital Media M&A Transactions, Q Target Acquirer Transaction Value ($USDmm) EV/ Revenue EV/ EBIDTA 09/30/15 Sixth Sense Media Evolving Systems Inc /29/15 Business Insider Axel Springer Venture /29/15 G5 Search Marketing Milestone Partners /29/15 Rentrak Corporation comscore, Inc x - 09/28/15 Adxstudio Inc. Microsoft Corporation /25/15 Capterra Inc. Gartner Inc /25/15 SponsorHub, Inc. Rentrak Corporation /23/15 Shelfie InfoScout, Inc /22/15 PunchTab, Inc. WalmartLabs, Inc /21/15 LEAFtv Demand Media, Inc /21/15 TextureMedia, Inc. Ultra/Standard Distributors /17/15 Nirvana Digital Studios Zealot Networks, Inc /16/15 Unruly Group Limited News Corp UK & Ireland /14/15 Brovada Technologies Towers Watson & Co /10/15 Empire Avenue Inc. PeopleBrowsr Inc /09/15 BeVo Media, LLC VizeCapital /08/15 Meredith Corporation Media General, Inc x 9.75x 09/03/15 HeartThis Thumbtack, Inc /03/15 Market Leader, Inc. Constellation Web Solutions /03/15 Millennial Media Inc. AOL Inc x - 09/03/15 Razorpedia.com The Grooming Network /31/15 Kanvas Labs, Inc. AOL Inc /27/15 Fliptop, Inc. LinkedIn Corporation /14/15 istreamplanet Co. Turner Broadcasting Sysems /13/15 AllScreen Zealot Networks, Inc /04/15 TechValidate Software SurveyMonkey Inc /31/15 Polyvore, Inc. Yahoo! Inc /29/15 Gannaway Web Holdings Frankly Inc x 6.93x 07/28/15 Yarly, Inc. YesVideo, Inc /27/15 Zeumo, Inc. The Advisory Board Company /22/15 Expion LLC Sysomos Inc /14/15 Plentyoffish Media Inc. Match.com, L.L.C /13/15 Massi Miliano OÜ Rakuten, Inc Source: Capital IQ Page 5

6 Acquirer Active Digital Media Acquirers, Q Target Date Announced Business Description (Target) AOL Inc. Ashe Avenue Development 08/24/2015 Mobile advertising solutions AOL Inc. Kanvas Labs, Inc. 08/31/2015 Mobile social networking platform AOL Inc. Millennial Media Inc. 09/03/2015 Mobile advertising solutions Webedia SAS Mixicom SAS 09/14/2015 Youtube channel network Webedia SAS ParaMaker 09/14/2015 Youtube channel network Webedia SAS Tudo Gostoso Internet 08/21/2015 Food recipes website Microsoft Corporation Adxstudio Inc. 09/28/2015 Web content management Microsoft Corporation Incent Games, Inc. 08/03/2015 Online Advertising/Sales platform Rakuten, Inc. Aratana Inc. 07/21/2015 Web design application Rakuten, Inc. Massi Miliano OÜ 07/13/2015 Ecommerce, Virtual fitting room Zealot Networks, Inc. AllScreen 08/13/2015 Video distribution platform Zealot Networks, Inc. Nirvana Digital Studios 09/17/2015 Content monetization Amazon Web Services Elemental Technologies 09/03/2015 Video processing solutions Source: Capital IQ Page 6

7 Publicly Traded Digital Media Firms Valuation Table Digital Media Ticker Stock Price Market Cap EV/Revenue EV/EBITDA Interpublic Group of Companies IPG B Omnicom Group Inc. OMC B Publicis Groupe SA PUB.PA B WPP plc WPPGY B Average Diversified Media Ticker Stock Price Market Cap EV/Revenue EV/EBITDA CBS Corporation CBS B Comcast Corporation CMCSA B News Corporation NWS B The Walt Disney Company DIS B Time Warner Inc. TWX B Twenty-First Century Fox, Inc. FOXA B Average Internet Ticker Stock Price Market Cap EV/Revenue EV/EBITDA Alphabet, Inc. (Google) GOOG B Amazon AMZN B Apple AAPL B Baidu BIDU B ebay EBAY B Facebook FB B IAC/InterActiveCorp IACI B LinkedIn LNKD B Netflix NFLX B Yahoo YHOO B Average *All data and stock prices as of market close September 30, Source: Capital IQ, Yahoo! Finance Page 7

M&A Spotlight Media General to Buy Meredith Corp. for $2.4 Billion September 10, 2015 - Media General Inc. said it agreed to buy Meredith Corp. for about $2.

8 M&A Spotlight Media General to Buy Meredith Corp. for $2.4 Billion September 10, Media General Inc. said it agreed to buy Meredith Corp. for about $2.4 billion in cash and stock, continuing a trend of consolidation in the U.S. broadcast industry as local TV stations look for negotiating leverage against large cable and satellite providers. The offer of $51.53 a share is a 12% premium to Meredith s closing price on Friday. Including debt, the deal is valued at $3.1 billion. Meredith, which began as an agricultural publisher in 1902, is known for magazines such as Better Homes & Gardens and Family Circle. But its 17 local TV stations are the centerpiece of the deal. The combined company Meredith Media General will encompass 88 stations that reach 30% of U.S. households, or 34 million homes. This deal creates a powerful, multiplatform and highly diversified media company and it builds a platform for continued industry consolidation, Meredith Chief Executive Stephen Lacy said in a conference call with analysts. Mr. Lacy will lead the new company as chief executive. The deal, which must be approved by both companies shareholders and the Federal Communications Commission, is expected to close next June. Together, Media General and Meredith will have a diverse network, with 29 of their stations affiliated with CBS, 15 with NBC, 14 with Fox, 13 with ABC and 11 with the CW. Overall, the combined company will have about $3 billion in annual revenue and a workforce of around 9,000 people. Media General shareholders will own about 65% of the new company, while Meredith shareholders will own about 35%. The companies said they expect $80 million in synergies within the first two years. The consolidation move comes as many media companies are splitting their broadcast businesses from their print operations. In June, Gannett Co. completed the spinoff of its broadcasting and digital-media business, now called Tegna Inc. That followed similar moves by Tribune Media Co. and News Corp, publisher of The Wall Street Journal. Source: Page 8

M&A Spotlight Measurement firm ComScore to acquire Rentrak September 29, 2015 Audience measurement firm ComScore Inc. agreed to acquire rival Rentrak Corp.

9 M&A Spotlight Measurement firm ComScore to acquire Rentrak September 29, 2015 Audience measurement firm ComScore Inc. agreed to acquire rival Rentrak Corp. in an all-stock deal that aims to reshape the business of sizing up what consumers are watching and the ads they are seeing whether on TV, the Web, or mobile devices. ComScore, known for its Internet-traffic measurement capabilities, and Rentrak, which uses set-top box data to gauge television viewing, together create a more formidable competitor to Nielsen NV, the reigning behemoth in audience measurement in the U.S. Under the deal s terms, each share of Rentrak will be converted into the right to receive 1.15 shares of comscore, valuing Rentrak at $732 million, compared with Tuesday market value of $697 million. Rentrak stockholders would receive $47.69 per share, a 9.9% premium, based on Tuesday s closing prices. ComScore currently has a market capitalization of $1.7 billion. The merger would bolster the two companies competitiveness in the race to figure out how to measure media content and ad campaigns across TV and digital devices. We are going to build a cross-platform currency, said Serge Matta, chief executive of comscore, who will lead the combined company. Bill Livek, Rentrak s chief executive, will serve as the combined company s executive vice chairman and president. After the merger, WPP will have a 16% stake in the combined company, with an option to go up to 20%. WPP won t have a board seat. ComScore has a panel of roughly two million individuals that it uses to track online behavior while Rentrak, which started out distributing videocassettes, has over the past few years become a player in TV ratings by collecting viewership data from millions of cable set-top boxes. Source: Page 9

10 Solganick & Co. (formally Generation Equity Advisors, LLC) is an independent investment bank and M&A advisory firm focused exclusively on the global Software, IT Services and Digital Media industry sectors. We advise buyers and sellers of companies and efficiently execute transactions to increase shareholder value. Our professionals have advised on $20+ billion in M&A transactions to date and have current relationships globally with companies as well as leading private equity firms. Please contact us for information regarding this report or to inquire about an M&A transaction: Aaron Solganick, CEO Darryl Tan, Analyst 8560 W. Sunset Blvd, Suite 500 West Hollywood, CA (310) TechMediaMergers.com Follow Us on Twitter: TechMediaMerger Page 10

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