DRAFT | Confidential Preliminary | Subject to Further Review and
Evaluation December 2024 Project Alpha Discussion Materials
CONFIDENTIAL | DRAFT Key Considerations for Discussion – Letter to the Special
Committee 1. How should the Special Committee respond to over the near-term? 2. What are the timing and disclosure implications of the HSR filing by 3. How best to communicate and utilize the filing with Echo? 4. How should we manage timing
of a public disclosure (if any) of position and views? 5. Is there value to an NDA with 6. Requesting to share its third-party synergy analysis as cited in its letter 2 Stockholder H Stockholder H Stockholder H? Stockholder
H Stockholder H's Stockholder H? Stockholder H
Appendix Supplementary Information
Note: Multiples greater than 80.0x or negative excluded. NTM revenue based on
mean analyst consensus estimates for the next 12-month period as of transaction announcement. Alpha projections based on Wall Street Analyst reports mean consensus estimates provided by Alpha Management as of November 2024, post Q1’FY25
earnings. Alpha common shares outstanding as of October 30, 2024 per Alpha 10-Q for the period ended September 30, 2024. RSUs, PSUs, and options as of November 22, 2024 per Alpha Management. Fully-diluted shares calculated using treasury stock
method. Alpha balance sheet statistics per Alpha 10-Q for the period ended September 30, 2024. Cash adjusted for $49M acquisition of Ocean Grid, including $9M cash holdback expected to be paid in FY26. CONFIDENTIAL | DRAFT 10/12/21 Alpha (@
$160) Echo 15.0x 28.0x 38.7x 2% 53% 1% 39% Average: 14.8x 42.5x 56.4x 11% 39% 7% 29% 10/12/21 Alpha incl. Syn. (@ $180) Echo 16.9x 31.6x 43.6x 2% 53% 1% 39% NTM Multiples NTM Op Stats (1) Announce Date Precedent
Transaction Revenue EBITDA LFCF Rev. Growth 10/31/24 14.6x 64.4x 77.6x 8% EBITDA LFCF Margin Growth Margin 23% 8%
20% 03/05/24 13.8x – – – – – – 02/15/24 16.2x 43.9x 60.6x 25% 37% NM 28% 01/16/24 14.5x 33.5x 48.8x 12% 43% 12% 29% Alpha @ $240 Echo Proposal (2) 12.3x 26.5x 40.4x 13% 46% 22% 31% NTM ACV Growth: 9% Investor Day
LT ACV-based Margin Target of 40-43% would imply ~33-36% NTM LFCF Margins today Selected Precedent Technical Software Transactions 4 letter cites the forward EBITDA multiples of the following recent precedent technical software
transactions: Altair / Siemens (~60x), Altium / Renesas (~43x), Ansys / Synopsys (~32x) and original Echo / Alpha incl. synergies (~35x Heritage Alpha | ~31x PF New Alpha) Stockholder H
CONFIDENTIAL |
DRAFT Median: 6.4x 0.68x 0.19x 19.4x 23.6x 0.86x 30% 5% 9% 31% 24% 23% 33% Mean: 6.7 0.77 0.20 22.4 27.1 1.62 34% 3% 10% 31% 25% 23% 33% Oct-21 Alpha / Echo @ $160
(7) $10,878 $10,794 15.0x - 0.37x 28.0x 38.7x – 27% 1% 2% 53% 1% 39% 41% Oct-21 Alpha / Echo @ $180 (with synergies) (7) $12,266 $12,182 16.9 - 0.42 31.6 43.6 – 44% 14% 2% 53% 1% 39% 41% Mean of Recent Technical
SW Transactions: 13.2x 1.14x 0.36x 41.6x 55.1x 6.71x 32% 8% 14% 33% 10% 25% 38% Echo Proposal @ $240: $15,366 $15,200 12.3x 0.92x 0.28x 26.5x 40.4x 1.86x 1% (0%) 13% 46% 22% 31% 44% 09/21/22 AVEVA (6) Schneider
Electric 11,461 11,934 7.5 0.72 0.23 24.7 33.4 – 47% (24%) 10% 30% - 22% 32% NTM Transaction Multiples (2) Unaffected Premium (3) NTM Operating Statistics Annc. FD Equity FD Enterprise Gr. Adj. Ro40 Adj. LFCF Gr. LTM Revenue
EBITDA LFCF Rule of Date Target Acquiror Value Value Revenue Revenue Revenue (4) EBITDA LFCF(5) Adj. LFCF(5) 1-Day High Growth Margin Growth Margin 40 (4)(5) 10/31/24 Altair Engineering
(1) Siemens $10,595 $10,100 14.6x 1.94x 0.54x 64.4x 77.6x 9.43x 19% 13% 8% 23% 8% 20% 27% 09/24/24 Smartsheet Blackstone & Vista
Equity 8,351 7,645 6.4 0.42 0.17 35.0 31.1 0.54 25% 16% 15% 18% 58% 22% 37% 09/09/24 Squarespace Permira 7,013 7,237 5.6 0.32 0.14 22.9 23.2 0.99 22% 22% 17% 24% 24% 23% 41% 07/25/24 Instructure KKR 3,631 4,721 6.9 1.14 0.21 16.9 20.1 0.85 16% (17%) 6% 41% 24% 26% 33% 06/07/24 PowerSchool Bain
Capital 4,894 5,838 7.2 0.61 0.22 21.0 28.2 0.36 37% (9%) 12% 34% 78% 21% 33% 02/15/24 Altium (1) Renesas 5,919 5,718 16.2 0.66 0.31 43.9 60.6 – 34% 31% 25% 37% - 28% 52% 01/16/24 Ansys
* Synopsys 34,634 34,841 14.5 1.26 0.35 33.5 48.8 4.00 29% 12% 12% 43% 12% 29% 41% 09/21/23 Splunk Cisco 28,133 29,552 7.1 0.80 0.22 30.9 29.3 1.51 31% 26% 9% 23% 19% 23% 32% 12/12/22 Coupa Thoma
Bravo 6,675 8,003 8.4 0.54 0.25 37.5 39.3 – 77% (61%) 16% 23% - 18% 34% 05/26/22 VMware * Broadcom 61,083 70,200 5.1 0.85 0.16 15.1 16.6 – 44% (17%) 6% 34% - 27% 33% 05/04/22 Black Knight * Intercontinental
Exchange 13,259 15,873 9.7 1.22 0.26 19.7 28.2 0.79 43% 2% 8% 49% 36% 29% 37% 01/31/22 Citrix Evergreen Coast &
Vista 13,633 16,519 5.1 1.84 0.19 16.0 17.9 0.50 30% (28%) 3% 32% 36% 23% 26% 12/20/21 Cerner Oracle 28,305 28,938 4.8 0.86 0.19 14.1 23.9 – 20% 14% 6% 34% 2% 20% 25% 12/07/21 Mimecast Permira 5,822 5,538 8.8 0.63 0.24 32.1 40.6 1.39 16% 13% 14% 27% 29% 23% 37% 11/07/21 McAfee Investor
Group 11,958 14,472 7.4 0.60 0.14 17.0 14.5 – 23% (17%) 12% 44% - 42% 55% 08/19/21 Inovalon * (7) Nordic Capital 6,415 7,209 8.8 0.63 0.27 25.0 41.5 – 25% 20% 14% 35% - 19% 33% 08/05/21 Cornerstone
OnDemand Clearlake 4,127 5,238 5.9 0.80 0.18 18.8 18.4 1.32 31% 4% 7% 31% 14% 25% 33% 12/21/20 RealPage Thoma Bravo 9,101 10,186 8.2 0.69 0.26 28.9 37.8 – 31% 28% 12% 28% - 19% 31% 12/17/19 LogMeIn Francisco
Partners 4,337 4,418 3.4 0.87 0.12 10.7 14.0 – 25% (11%) 4% 32% - 24% 28% 06/12/19 Medidata Dassault Systèmes 5,897 5,785 7.5 0.44 0.32 31.0 – – 17% 4% 17% 24% 13% 6% 23% 10/28/18 Red Hat
(1) IBM 34,630 33,622 9.3 0.56 0.21 33.8 33.8 3.28 63% 8% 17% 27% 10% 28% 45% 03/06/18 CommerceHub GTCR &
Sycamore 1,069 1,049 8.6 0.87 0.20 20.5 26.8 2.21 25% (4%) 10% 42% 12% 33% 43% 12/14/16 Neustar Golden Gate Capital 1,997 2,882 2.3 0.25 0.06 5.0 5.9 0.21 45% 21% 9% 45% 28% 27% 36% 11/14/16 Mentor
Graphics Siemens 4,529 4,521 3.7 0.32 0.19 15.7 – – 21% 21% 11% 23% - 8% 19% 09/19/16 Infoblox
(1) Vista 1,611 1,353 3.7 1.16 0.16 19.4 21.9 0.86 72% (5%) 3% 19% 25% 20% 23% 07/07/16 AVG Avast 1,341 1,452 3.2 1.00 0.13 9.0 13.2 0.53 34% (13%) 3% 36% 25% 23% 26% 06/15/15 DealerTrack Cox
Automotive 3,997 4,617 4.1 0.21 0.11 19.4 20.0 – 59% 27% 20% 21% - 18% 37% 04/07/15 Informatica Permira & CPP 5,295 4,874 4.3 0.54 0.15 18.1 22.1 1.72 27% 17% 8% 24% 13% 21% 29% 02/02/15 Advent
Software SS&C Technologies 2,501 2,683 6.4 1.14 0.21 18.0 24.1 – 44% 26% 6% 36% - 25% 30% 12/15/14 Riverbed Technology Thoma
Bravo 3,543 3,580 3.2 1.17 0.14 11.5 15.5 0.86 39% (6%) 3% 28% 18% 20% 23% 05/06/13 BMC Investor Group 7,032 7,136 3.1 0.63 0.09 7.9 10.6 – 14% (18%) 5% 39% - 29% 34% 07/02/12 Quest
Software Dell 2,529 2,386 2.5 0.34 0.09 10.9 12.8 0.35 44% 1% 7% 23% 37% 21% 28% 07/01/11 Blackboard Providence Equity 1,638 1,750 3.2 0.19 0.09 12.6 16.2 0.66 21% 5% 17% 25% 24% 18% 35% Selected Public
Software Transactions Above $1 Billion Since 2011 with Revenue Growth Between ~0% and 20% and LFCF Margin > ~20%(1) ($MM) Selected Transaction Statistics (1) (2) (3) Includes Altair, Altium, Mentor Graphics, and Medidata
transactions. NTM statistics based on mean analyst consensus estimates for the next twelve-month period as of transaction announcement. Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium
based on day prior to transaction announcement if no substantial rumors existed. Note: Selected Transactions sorted by announce date. Multiples greater than 80.0x, Adj. Rev. Mult.s greater than 4.0x, and Adj. LFCF Mults. greater than 7.0x, or
negative mults (4) noted as dashes. Source: Capital IQ, FactSet, company filings, company press releases and Wall Street research. (5) (6) (7) Rule of 40 = Revenue growth + LFCF Margin. Levered free cash flow based on cash flow from
operations less capital expenditures and capitalized software. AVEVA statistics reflect 2022 buy-out of its minority shareholders by Schneider Electric. Echo estimated the value of its contribution for a 55% stake in Alpha at $8.5Bn / $160 per
share ($6Bn in cash + software assets they valued at an estimated $2.5Bn). Implied $180/share includes synergies. Legend * Transaction Consideration Included Stock Recent Technical SW Transactions 5 letter cites the premia of the
original Alpha transaction with Echo incl. of synergies (44%), Schneider’s squeeze- out of AVEVA (47%) and ‘relevant public software precedents’ (44%) Stockholder H
Premium Min Range: <10% 10% 20% 30% 40% 50% 60% 70% 80% Max
Range: 10% 20% 30% 40% 50% 60% 70% 80% >80% # of Transactions 55 82 100 62 51 35 19 11 19 % of Total 13% 19% 23% 14% 12% 8% 4% 3% 4% % of Total At Or Below
Range 13% 32% 55% 69% 81% 89% 93% 96% 100% Source: FactSet as of December 20, 2024. Note: Based on FactSet premia and unaffected dates for technology M&A transactions greater than $1Bn enterprise value since 2003. (1) Reflects
Echo Proposal of $240.00 per share received on November 5, 2024. CONFIDENTIAL | DRAFT 55 82 100 62 51 35 19 11 19 Median: 28% Premium Selected Technology Transaction Premia Premia in Selected >$1Bn Public Technology Transactions
Since 2003 6 1- Day Premia Paid 434 Total Transactions in Data Set 25th Percentile: 18% Premium Echo Proposal Premium to Echo-cited Unaffected(1): 35% 75th Percentile: 45% Premium Mean: 33% Premium letter cites the premia of the
original Alpha transaction with Echo incl. of synergies (44%), Schneider’s squeeze- out of AVEVA (47%) and ‘relevant public software precedents’ (44%) Stockholder H
CONFIDENTIAL |
DRAFT 81% 59% 50% 50% 47% 47% 45% 44% 42% 38% 36% 34% 29% 16% 15% 14% 11% Pivotal Akcea Myovant EMC Insurance Aveva (1) SciPlay AVX National Interstate Speedway Motorsports CNA Surety Independence Foundation
Medicine R1 RCM (2) Starz International Speedway Santander Sauer-Danfoss Consumer USA Unaffected 1-Day Premia of Minority Squeeze Outs by Strategics Selected Transactions >$100M Since October 2003 Target: Source: FactSet, Dealpoint,
public company filings, and Dealogic. No 13E-3 filed in relation to this take-private transaction due to non-US target and acquirer. Sponsor-led deal with strategic participation. Reflects Echo Proposal of $240.00 per share received on
November 5, 2024. VMWare Ionis Sumitomo Employers Mutual Schneider Light & Wonder Kyocera AFG Sonic Financial CNA Financial Geneve Roche CD&R TowerBrook Lions Gate NASCAR Banco
Santander Danfoss Aug-19 Aug-20 Oct-22 Nov-19 Sep-22 May-23 Nov-19 Mar-16 Nov-18 Apr-11 Aug-21 Jun-18 Aug-24 Jun-16 Nov-18 Jul-21 Nov-12 Acquiror: Annc. Date: Txn. Size ($Bn): Acq. Own. %: Acq. Voting %: Bump from
initial bid
%: $2.1 $0.4 $1.3 $0.4 $11.9 $0.5 $1.0 $0.3 $0.8 $0.5 $0.3 $2.2 $6.5 $4.3 $1.2 $2.5 $0.7 63% 76% 52% 54% 59% 83% 72% 51% 72% 61% 63% 57% 29% 16% 84% 80% 76% 94% 76% 52% 54% 60% 98% 72% 51% 72% 61% 62% 57% 29% 63% 75% 80% 76% 9% 13% 19% 20% 4% 15% 12% 8% 10% 21% 14% 3% 4% 2% 7% 6% 19% Median:
42% (48%) (19%) 38% 16% (24%) 29% 16% 10% (5%) 36% 19% 28% (22%) (23%) (5%) (7%) 5% Premium to LTM High: Median: 7% Echo Proposal Premium to LTM High: (0%) Echo Proposal Premium to Echo-cited Unaffected(3): 35% 7 letter
cites a premia of 40% in ‘Other U.S. minority squeeze-out’ transactions Stockholder H
CONFIDENTIAL | DRAFT 8 Cost Synergies Benchmarking Across Selected Technology
Transactions letter cites a squeeze out synergy range of $155 - $215M FCF per year, based on work they did with a leading third-party consultancy, that consists of a combination of 1) cost synergies of 20-25% current cash opex; and 2)
significant new revenue synergies at ~70% incremental profitability ($MM) Synergies as a % of Annc. Enterprise Announced Target Target Date Target Acquiror Value Cost Synergies OpEx COGS +
OpEx 10/30/24 Altair Siemens $10,100 $150 36% 28% 01/16/24 Ansys Synopsys 34,841 400 34% 29% 04/12/23 National Instruments Emerson 8,552 165 19% 12% 08/25/22 Micro Focus (1) Open
Text 5,962 400 39% 24% 07/13/22 ironSource (2) Unity 4,386 300 61% 50% 05/04/22 Black
Knight ICE 15,873 200 20% 20% 01/10/22 Zynga Take-Two 12,557 100 6% 4% 10/12/21 Alpha Echo 10,794 40 15% 12% 08/10/21 Avast NortonLifeLock 9,051 280 87% 61% 11/30/20 IHS Markit (3) S&P
Global 43,927 480 27% 29% 10/29/20 Inphi (3) Marvell 9,964 125 46% 23% 10/27/20 Xilinx AMD 34,956 300 25% 14% 08/05/20 Livongo Teladoc 18,475 60 17% 13% 07/13/20 Maxim Analog
Devices 20,676 275 38% 19% 12/19/19 Xperi (4) TiVo 1,274 50 11% 8% 12/18/19 Takeaway Just Eat 8,261 69 9% 5% 06/24/19 Rudolph Nanometrics 892 20 21% 9% 06/09/19 Raytheon (5) UTC 86,516 1,000 4% 4% 05/28/19 TSYS
(6) Global Payments 24,936 300 11% - 03/18/19 Worldpay (7) FIS 43,741 400 19% 19% 01/16/19 First
Data Fiserv 38,735 900 26% 13% 10/03/18 Hortonworks Cloudera 1,993 125 38% 30% 03/01/18 Microsemi Microchip 10,167 300 49% 22% 11/20/17 Cavium Marvell 6,675 163 38% 21% Source: Capital IQ, FactSet, company filings,
company press releases and Wall Street research. Micro Focus and CSC / HPE statistics per HPE management. Note: All operating statistics represented on an NTM basis. Synergies as a % of operating statistics estimated based on FY22E Total
Expenses per Jefferies report dated June 22, 2022. Synergies at announcement assumed to be cost synergies. Run-rate synergies shown per company filing. Synergies as a % of operating statistics estimated based on CY20E Cost of Revenue &
Operating Expenses per RBC report dated November 6, 2019. Synergies as a % of operating statistics estimated based on CY20E Cost of Revenue & Operating Expenses per JPM report dated April 26, 2019. Revenue less EBITDA used as proxy for
TSYS OpEx. (7) Synergies as a % of operating statistics estimated based on CY19E Operating Expenses per JPM report dated February 26, 2019. Stockholder H
CONFIDENTIAL | DRAFT Median: Mean: 22% 13% 26% 16% Alpha @ 22.5% FY25 OpEx
$105 22.5% 16% ($MM) Synergies as a % of Annc. Date Target Acquiror Enterprise Value Announced Cost Synergies Target OpEx Target COGS + OpEx 09/05/17 AVEVA (1) Schneider Electric $2,845 $33 17% 15% 01/30/17 Ixia
(2) Keysight 1,604 60 19% 14% 11/20/16 LifeLock Symantec 2,363 80 17% 13% 11/14/16 Mentor Graphics (3) Siemens 4,521 109 14% 11% 07/26/16 Linear Analog Devices 13,467 150 39% 20% 07/26/16 Citrix GoTo (4) LogMeIn,
Inc. 1,803 100 21% - 06/13/16 LinkedIn Microsoft 26,152 150 4% 4% 10/21/15 SanDisk Western Digital 17,525 500 35% 11% 05/28/15 Broadcom Avago 31,335 750 26% 11% 02/02/15 Advent
Software SS&C 2,683 45 27% 16% 12/01/14 Spansion Cypress 1,948 135 40% 12% 02/24/14 TriQuint RFMD 1,641 150 54% 17% 12/16/13 LSI Avago 6,493 200 22% 10% 12/14/11 Novellus Lam
Research 3,299 100 27% 10% 02/03/09 Ticketmaster Live Nation 393 40 11% 3% 10/07/07 Business Objects (5) SAP 5,452 219 22% 16% 12/16/04 Veritas Software (6) Symantec 13,521 100 9% 7% 9 Cost Synergies Benchmarking
Across Selected Technology Transactions Source: Capital IQ, FactSet, company filings, company press releases and Wall Street research. Micro Focus and CSC / HPE statistics per HPE management. Note: All operating statistics represented on an
NTM basis. Reported £25M of cost synergies. Assumes GBP/USD conversion of 1.303. Run-rate synergies shown per company filing. (3) Synergies at announcement assumed to be cost synergies. Synergies as a % of operating statistics estimates
based on CY16E operating expenses per JPM report dated July 27, 2016. Revenue minus EBITDA used as proxy for Citrix GoTo operating expenses. Synergies as a % of operating statistics estimates for SAP and Business Objects based on NTM operating
expenses per Wedbush (6) Synergies as a % of operating statistics estimated based on announced LTM statistics per FactSet and company filings. letter cites a squeeze out synergy range of $155 - $215M FCF per year, based on work they did with
a leading third-party consultancy, that consists of a combination of 1) cost synergies of 20-25% current cash opex; and 2) significant new revenue synergies at ~70% incremental profitability Stockholder H
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