Special Committee Project Falcon August 8, 2019 Materials CONFIDENTIAL PRELIMINARY DRAFT
Offer Summary Offer Comparison vs. Current $MM, except where noted Current Price $8.86 Wookiee Offer $14.25 Premium / (Discount) to: Metric Spot: (08/08/2019) 30-Day Trading Avg. Avg. Since 6/4/2019 90-Day Trading Avg. 52-Week High IPO Price $8.86 $10.01 $10.17 $15.29 $28.85 $15.00 0.0% (11.5%) (12.8%) (42.1%) (69.3%) (40.9%) 60.8% 42.3% 40.2% (6.8%) (50.6%) (5.0%) Equity Value Aggregate Value $2,583.1 $1,775.2 $4,355.2 $3,547.3 AV / Revenue FY20/CY19 FY21/CY20 $760.0 $895.7 2.3x 2.0x 4.7x 4.0x FY20/CY19 FY21/CY20 $753.0 $843.4 2.4x 2.1x 4.7x 4.2x FY20/CY19 FY21/CY20 $773.2 $908.5 2.3x 2.0x 4.6x 3.9x FY20/CY19 FY21/CY20 $773.2 $955.4 2.3x 1.9x 4.6x 3.7x Notes: 1. Market data as of 8/8/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3. Yoda capitalization from management as of 8/2/2019 4. Aggregate Value (“AV”) defined as equity value, plus debt and minority interest, less cash and equivalents (aggregate value is synonymous with Total Enterprise Value) 2 CONFIDENTIAL High Mgmt Mgmt Base Mgmt Low Street PRELIMINARY DRAFT
Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted Premium to Street Case Mgmt. Low Case Mgmt. Base Case Mgmt. High Case Average AV / Revenue AV / Revenue AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Current 30-Day 90-Day FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 Wookiee Offer (8/4/2019) $14.00 58.0% 39.8% (8.5%) (51.5%) 62.2% $4,273 $3,465 4.6x 3.9x 4.6x 4.1x 4.5x 3.8x 4.5x 3.6x Wookiee Offer (8/6/2019) $14.50 63.7% 44.8% (5.2%) (49.7%) 68.0% $4,437 $3,629 4.8x 4.1x 4.8x 4.3x 4.7x 4.0x 4.7x 3.8x $14.75 66.5% 47.3% (3.6%) (48.9%) 70.9% $4,520 $3,712 4.9x 4.1x 4.9x 4.4x 4.8x 4.1x 4.8x 3.9x $15.00 69.3% 49.8% (1.9%) (48.0%) 73.8% $4,602 $3,794 5.0x 4.2x 5.0x 4.5x 4.9x 4.2x 4.9x 4.0x $15.25 72.1% 52.3% (0.3%) (47.1%) 76.7% $4,684 $3,876 5.1x 4.3x 5.1x 4.6x 5.0x 4.3x 5.0x 4.1x $15.50 74.9% 54.8% 1.3% (46.3%) 79.6% $4,766 $3,958 5.2x 4.4x 5.3x 4.7x 5.1x 4.4x 5.1x 4.1x $15.75 77.8% 57.3% 3.0% (45.4%) 82.5% $4,848 $4,040 5.3x 4.5x 5.4x 4.8x 5.2x 4.4x 5.2x 4.2x $4,931 $4,123 5.4x 4.6x 5.5x 4.9x 5.3x 4.5x 5.3x 4.3x $16.00 80.6% 59.8% 4.6% (44.5%) 85.4% $16.25 83.4% 62.3% 6.3% (43.7%) 88.3% $5,013 $4,205 5.5x 4.7x 5.6x 5.0x 5.4x 4.6x 5.4x 4.4x $16.50 86.2% 64.8% 7.9% (42.8%) 91.2% $5,095 $4,287 5.6x 4.8x 5.7x 5.1x 5.5x 4.7x 5.5x 4.5x Notes: 1. Market data as of 8/8/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from management as of 8/2/2019 3. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 3 CONFIDENTIAL $14.25 60.8% 42.3% (6.8%) (50.6%) 65.1% $4,355 $3,547 4.7x 4.0x 4.7x 4.2x 4.6x 3.9x 4.6x 3.7x $8.86 $10.01 $15.29 $28.85 $8.63 $760 $896 $753 $843 $773 $909 $773 $955 $8.86 0.0% (11.5%) (42.1%) (69.3%) 2.7% $2,583 $1,775 2.3x 2.0x 2.4x 2.1x 2.3x 2.0x 2.3x 1.9x $13.75 55.2% 37.3% (10.1%) (52.3%) 59.3% $4,191 $3,383 4.5x 3.8x 4.5x 4.0x 4.4x 3.7x 4.4x 3.5x PRELIMINARY DRAFT
Stock Price Performance Since Initial Offer(1) Stock Price Name 8/2/2019 8/8/2019 % Change Yoda $9.46 $8.86 (6.3%) Wookiee $162.68 $158.67 (2.5%) Skywalker $52.41 $51.33 (2.1%) Splunk $126.47 $126.88 0.3% Citrix $93.54 $92.42 (1.2%) LogMeIn $73.62 $72.46 (1.6%) Box $15.54 $14.51 (6.6%) Appian $38.71 $43.24 11.7% Cloudera $6.60 $7.01 6.2% Talend $32.25 $38.08 18.1% Accenture $193.01 $194.18 0.6% Infosys $11.13 $11.19 0.5% Cognizant $63.49 $63.96 0.7% Wipro $3.78 $3.77 (0.3%) Atos $78.02 $78.30 0.4% Genpact $39.26 $41.91 6.7% Notes: 1. Market data as of 8/8/2019 4 CONFIDENTIAL Median 0.6% Services Comps Median 0.3% Infrastructure Software Comps Parties Involved PRELIMINARY DRAFT
