Tech M&A Today What Dealsters Want February 12, 2004 Patrick J. Spain

Who We Are & Why We’re Here Patrick Spain – CEO of HighBeam Research, LLC an online research engine. Sold Hoover’s, Inc. Bought assets to create HighBeam Randy Patterson – President of Turnaround & Crisis Management, Inc. Expert seller of under-performing companies or their divisions Don Gibson – Director of Operational Integration for SSA Global, purchaser of ERP/SCM software companies to accelerate growth, consolidate fragmented software segments John Raveret – VP, Corporate Development, Cognizant Technology Solutions. Experienced in closing purchases of targeted small to mid- size technical services vendors

Selling Hoover’s Motivation –Business at inflection point – growth had slowed & we were profitable –Unsolicited offer came in –In a public environment mere fact of an offer triggers requirement to consider selling –Liquidity/diversification of original pre-public shareholders Process –In a public environment there is only one legitimate reason to sell or, for that matter to do anything – if it maximizes shareholder value –Hired a banker to help us calculate value & to solicit other offers –Gave qualified candidates a look see and took offers –None met our valuation requirements –After rejecting all offers, one party raised its offer, repeatedly, to hit the number that the bankers and board decided was “fair” Other Factors –Emotion is an underrated ingredient –What management wanted & could do going forward –Internal M&A skills less important as bankers can really do a lot

Buying HighBeam Components Motivation –Get somewhere faster than I could build it –Access customers, technology/product and/or people immediately to see if my idea would work –It was a good deal – better than alternatives Process –It was simple to do, even though I was buying from a public co. –One to one negotiations made it straightforward –Bankers played a background role establishing valuation, suggesting structure & keeping parties on track Other Factors –Due diligence regarding technology was the number one issue – we used outside experts –Had no money when we started the process. Had to get the assets under contract to raise the cash.

The Results Hoover’s, with $32 mil. of sales, $1.1 mil of TTM earnings and $40 mil. of cash, sold for $119 mil. to D&B in March 2003 HighBeam acquired technology & customer assets, with $4 mil. of revenue and positive cash flow, for $1.5 mil. in August of 2002

Finis Patrick Spain, Chairman & CEO HighBeam Research, LLC 360 N. Michigan Ave. Suite 1320 Chicago, IL P: