aurionPro Solutions Limited (BSE:532668) > Transaction Details > Merger/Acquisition Page 1 of 5

aurionPro Solutions Limited (BSE:532668) Transaction Details > Merger/Acquisition

Deal Overview Consideration Details Deal Timeline Transaction Quick Comps
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Currency: British Pound  Go Exchange Rate = 0.010

Deal Summary
Primary Transaction
Status Closed Acquisition of Equity Stake
Feature
Announced Date Mar-27-2014 Bid Made Date -
Letter of Intent Date - Effective Date -
Definitive Agreement Date Mar-27-2014 Closed Date Jun-23-2015
CIQ Transaction ID IQTR261050043 Cancelled Date -

Sell-side Participants
Technology Hardware,
Company Name: Intellvisions Software Ltd Primary Industry:
Storage and Peripherals
Headquarters: India
Buy-side Participants
Buyer Company: aurionPro Solutions Limited (BSE:532668)
Deal Values
Total Consideration to Total Transaction Size (£
2.80 3.51
Shareholders (£ mm) mm)
Implied Equity Value (£ Implied Enterprise Value
2.80 2.66
mm) (£ mm)
Implied Enterprise Implied Enterprise
0.8x -
Value/LTM Revenue Value/NTM Revenue
Implied Enterprise Implied Enterprise
9.8x -
Value/LTM EBITDA Value/NTM EBITDA
Implied Enterprise Implied Enterprise
17.9x -
Value/LTM EBIT Value/NTM EBIT
Implied Equity Value/LTM
43.2x Offer Price/NTM Earnings -
Net Income
Implied Equity Value/Book Offer Price/Forward Book
0.8x -
Value Value

Synopsis
Comments
aurionPro Solutions Limited (BSE:532668) agreed to acquire Intellvisions Software Ltd (BSE:531777) for approximately INR
280 million in stock on March 27, 2014. aurionPro will issue 33 shares of its common stock for every 250 shares of the
common stock of Intellvisions Software. Post completion, Intellvisions Software will merge into aurionPro Solutions. The
staff, workmen and other employees will move from Intellvisions to aurionPro. The transaction is subject to creditors,
Boards of Directors and shareholders of aurionPro Solutions and Intellvisions Software, approval from High Court of Mumbai
and approval from Central Government or any other statutory or regulatory authority. The transaction has been
unanimously approved by the Board of Directors of Intellvisions Software and aurionPro on March 27, 2014. The meeting of
shareholders of Intellvisions Software will be held on October 1, 2014 as per an order of High Court of Mumbai.

As of October 4, 2014, it is notified that the transaction was approved by the majority of the shareholders of Intellvisions
Software Ltd and aurionPro Solutions shareholders have approved the deal on October 1, 2014. As of February 23, 2015,
the transaction is approved by High Court of Bombay. The scheme has been filed with Registrar of Companies and March
25, 2015 has been fixed as the record date to determine the name of the equity shareholders of Intellvisions who shall be
entitled to receive shares of aurionPro Solutions pursuant to the approved scheme. Chartered Capital and Investment
Limited acted as the fairness opinion provider and M. L. Bhuwania & Co, Chartered Accountants acted as the valuer for
Intellvisions Software Limited.
Deal Resolution
aurionPro Solutions Limited (BSE:532668) completed the acquisition of Intellvisions Software Ltd (BSE:531777) on June 23,
2015.

Advisors
Advisor Name Client Name Role Fee(£) Fee Percentage (%)
Chartered Capital and Investment Limited Intellvisions Software Fairness Opinion - -
(BSE:511696) Ltd Provider

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aurionPro Solutions Limited (BSE:532668) > Transaction Details > Merger/Acquisition Page 2 of 5

Transaction Details
Features
Stock Merger
Deal Conditions
Approval by Regulatory Board / Committee; Approval of Offer by Acquirer Shareholders; Approval of Offer by Target /
Acquirer Board; Approval of Offer by Target Shareholders; Approval/Consents of Lenders/Creditors; Subject to Court
Approval; Subject to Statutory Approval

Response to Conditions
Approval by Board (Unanimous)

Change of Control Yes Deal Approach Unsolicited

Minority/Majority Stake
Accounting Method
Sell-side Termination Fee
(£ mm)
Buy-side Termination Fee
(£ mm)
Majority Deal Attitude Friendly
Purchase Acquisition Special Committee -
Sell-side Termination Fee
- -
(%)
Buy-side Termination Fee
- -
(%)

Consideration Summary
Consideration Type
Common Equity - Fixed Ratio / Reported Final Variable
Offered Current/Final
Date Mar-27-2014 Date Jun-23-2015

Exchange Rate 0.010 Exchange Rate 0.010

Consideration to Consideration to
2.80 2.87
Shareholders (£ mm) Shareholders (£ mm)
Offer Per Share (£ ) 0.25 Offer Per Share (£ ) 0.25
Total Cash (£ mm) - Total Cash (£ mm) -
Total Stock (£ mm) 2.80 Total Stock (£ mm) 2.87
Total Preferred (£ mm) - Total Preferred (£ mm) -
Total Debt (£ mm) - Total Debt (£ mm) -
Total Hybrid (£ mm) - Total Hybrid (£ mm) -
Total Total
Rights/Warrants/Options - Rights/Warrants/Options -
(£ mm) (£ mm)

Transaction Values
Offered Current/Final
Exchange Rate 0.010 Exchange Rate 0.010
Consideration to Consideration to
2.80 2.87
Shareholders (£ mm) Shareholders (£ mm)
Other Consideration (£ Other Consideration (£
- -
mm) mm)
Total Earnouts (£ mm) - Total Earnouts (£ mm) -
Total Total
Rights/Warrants/Options - Rights/Warrants/Options -
(£ mm) (£ mm)
Net Assumed Liabilities (£ Net Assumed Liabilities (£
(0.1) (0.1)
mm) mm)
Adjustment Size (£ mm) - Adjustment Size (£ mm) -
Total Net Transaction Total Net Transaction
2.66 2.73
Value (£ mm) Value (£ mm)
Total Cash & Short Term Total Cash & Short Term
0.85 0.85
Investments (£ mm) Investments (£ mm)
Total Gross Transaction Total Gross Transaction
3.51 3.58
Value (£ mm) Value (£ mm)

% Sought 100.0% % Sought/Acquired 100.0%

Implied Enterprise Value Implied Enterprise Value
2.66 2.73
(£ mm) (£ mm)
Implied Equity Value (£ Implied Equity Value (£
2.80 2.87
mm) mm)

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Enterprise Value Multiples, Offered Enterprise Value Multiples, Current/Final

Implied Enterprise Implied Enterprise
0.8x 0.9x
Value/LTM Total Revenues Value/LTM Total Revenues
Implied Enterprise Implied Enterprise
9.8x 10.1x
Value/LTM EBITDA Value/LTM EBITDA
Implied Enterprise Implied Enterprise
17.9x 18.3x
Value/LTM EBIT Value/LTM EBIT

Equity Value Multiples, Offered Equity Value Multiples, Current/Final

Implied Equity Value/LTM Implied Equity Value/LTM
43.2x 44.3x
Net Income Net Income
Implied Equity Value/Book Implied Equity Value/Book
0.8x 0.8x
Value Value

Target Stock Information 1 Day Before Announcement

Date Mar-25-2014 Share Price (£ ) 0.21
Market Capitalization (£ LTM Total Stock Return
2.41 41.33%
mm) (%)
52 Week High (£ ) 0.23 52 Week High (%) 90.41%
52 Week Low (£ ) 0.13 52 Week Low (%) 166.93%

Buyer Stock Information 1 Day Before Announcement

Date Mar-26-2014 Share Price (£ ) 1.86
Market Capitalization (£ LTM Total Stock Return
33.63 132.81%
mm) (%)
52 Week High (£ ) 2.09 52 Week High (%) 88.99%
52 Week Low (£ ) 0.42 52 Week Low (%) 442.40%

Premium Analysis
Target Premiums Price per share (£ ) Premium
One Day Prior 0.21 16.0%
One Week Prior 0.22 10.0%
One Month Prior 0.16 53.8%

Target Company Details

Intellvisions Software Ltd
Technology Hardware,
Company Name: Intellvisions Software Ltd Primary Industry:
Storage and Peripherals
Website: www.intellvisions.com Headquarters: Maharashtra, India
Business Description
Intellvisions Software Limited provides self-service technologies that enable financial institutions, utilities, telecom, and
government organizations to migrate, automate, and manage customer facing business processes to self-service channels in
India and Dubai. The company designs, develops, manufactures, and maintains digital ATM surveillance systems,
information systems, self service terminals, and related subsystems. Its products include OptiQ, a queue management
solution that provides real-time branch analytics and customer intelligence; iwatch security surveillance systems and
monitoring solutions, including cameras and DVRs; iwatch advanced surveillance systems, such as convergence, detection,
identification, and specialized products; iserve self-service kiosks, including check in, healthcare, HR, and e-government
kiosks; Insight customer feedback systems for gathering, tracking, and analyzing customer responses; Experia digital
signage solutions; and Veredian networked energy saving solutions that are network devices, which provides energy
management functions within ATM kiosks, small format retail outlets, and telecom cell sites. Intellvisions Software Limited
was incorporated in 1995 and is based in Navi Mumbai, India. As of June 23, 2015, Intellvisions Software Ltd operates as a
subsidiary of aurionPro Solutions Limited.

Target LTM Financial Information and Balance Sheet as of: Sep-25-2013 Period Ending: Mar-31-2013 Exchange
Rate = 0.012
Total Revenue (£ mm) 3.84 Total Debt (£ mm) 0.86
EBITDA (Incl. Equity Inc.
0.33 Total Preferred (£ mm) -
from Affiliates) (£ mm)
EBIT (Incl. Equity Inc.
0.18 Minority Interest (£ mm) 0.00
from Affiliates) (£ mm)
Total Cash & ST
Net Income (£ mm) 0.08 1.03
Investments (£ mm)
Earnings from Cont. Ops.
0.08 Net Debt (£ mm) (0.17)
(£ mm)
Diluted EPS before extra
0.01 Total Assets (£ mm) 5.97
(£ )

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Total Common Equity (£ 4.43

mm)

Seller Company Details

Elara Capital Plc, Asset Management Arm
Elara Capital Plc, Asset Asset Management and
Seller Name: Primary Industry:
Management Arm Custody Banks
www.elaracapital.com/as- Greater London, United
Website: Headquarters:
overview.shtml Kingdom
Business Description
Elara Capital Plc, Asset Management Arm is a privately owned investment manager. The firm provides its services to
individuals and institutions. It invests in the public equity markets. The firm operates as a subsidiary of Macquarie Group,
Ltd. Elara Capital Plc, Asset Management Arm is based in London, United Kingdom.
Company Relationship Information
Relationship Type: Prior Investment
Percent Currently Held
Percent Sold (%): 1.23000 -
(%):
Proprietary Relationship Details
Percent of Funds Invested Return On Investment
(%): - (%): -
(Proprietary Data Only) (Proprietary Data Only)
Investor Notes:
(Proprietary Data Only)
Elara India Opportunities Fund
Asset Management and
Seller Name: Elara India Opportunities Fund Primary Industry:
Custody Banks
Greater London, United
Website: www.elaracapital.com/eiof.shtml Headquarters:
Kingdom
Business Description
Elara India Opportunities Fund is an equity mutual fund launched and managed by Elara Capital Plc. It invests in the public
equity markets of India. Elara India Opportunities Fund is domiciled in Mauritius.
Company Relationship Information
Relationship Type: Prior Investment
Percent Currently Held
Percent Sold (%): - -
(%):
Proprietary Relationship Details
Percent of Funds Invested Return On Investment
(%): - (%): -
(Proprietary Data Only) (Proprietary Data Only)
Investor Notes:
(Proprietary Data Only)
SAM Financial Services Private Limited
SAM Financial Services Private
Seller Name: Primary Industry: Specialized Finance
Limited
Website: Headquarters: Maharashtra, India
Business Description
SAM Financial Services Private Limited operates as a non-bank financial company. The company was incorporated in 2009
and is based in Mumbai, India.
Company Relationship Information
Relationship Type: Prior Investment
Percent Currently Held
Percent Sold (%): 20.82294 -
(%):
Proprietary Relationship Details
Percent of Funds Invested Return On Investment
(%): - (%): -
(Proprietary Data Only) (Proprietary Data Only)
Investor Notes:
(Proprietary Data Only)
Verdia Marble Pvt Ltd
Seller Name: Verdia Marble Pvt Ltd Primary Industry:
Website: Headquarters: Rajasthan, India
Business Description
Verdia Marble Pvt Ltd is based in Udaipur, India.

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Company Relationship Information

Relationship Type: Prior Investment
Percent Currently Held
Percent Sold (%): 3.41893 -
(%):
Proprietary Relationship Details
Percent of Funds Invested Return On Investment
(%): - (%): -
(Proprietary Data Only) (Proprietary Data Only)
Investor Notes:
(Proprietary Data Only)

Buyer Company Details

aurionPro Solutions Limited (BSE:532668)
aurionPro Solutions Limited
Buyer Name: Primary Industry: Application Software
(BSE:532668)
Website: www.aurionpro.com Headquarters: Maharashtra, India
Business Description
Aurionpro Solutions Limited develops software platforms and provides consulting services primarily in India and
internationally. The company provides payments platforms, such as iCashPro product suite, a Web-based cash management
solution for banks; FSCM (financial supply chain management) platform; and Aurionpro Payments Framework that provides
a suite of plug-and-play components to deliver payments solutions to meet needs of payments processors, consumers, and
merchants. It also offers lending systems that comprise Corporate Loan Origination System, a credit risk management
system; SmartLender Retail product suite that assists credit officers with decision making around applications for mortgage,
auto, renovation, and other loans; SmartLender SME, a loan origination system that caters to small and medium sized
enterprises’ financing needs; and SmartLender CLIMS, a central liability solution that helps banks manage and mitigate
credit risks while supporting Basel II requirements. In addition, the company provides retail and corporate Internet and
mobile banking solutions; customer communications management solutions; and SCMProFit, a supply chain management
software for warehousing, freight forwarding, project logistics, manufacturing, distribution, and supplier collaboration and
visibility. Further, it offers Oracle implementation services, such as identity management services, Web center services,
apps services, Oracle-based cloud and mobile solutions, and managed and hosted services. Additionally, the company
provides enterprise IT services comprising information security consulting, enterprise content management and portal
consulting, salesforce.com consulting, mobile app development, outsourced product development, technology consulting,
and process management consulting. Aurionpro Solutions Limited was founded in 1997 and is headquartered in Mumbai,
India.
Company Relationship Information
Current Subsidiary/Operating
Relationship Type: Lead Investor: No
Unit
Current Investment (£
- Total Investment (£ mm): -
mm):
Percent Currently Held
Percent Acquired (%): 100.00000 100.00000
(%):
Proprietary Relationship Details
Percent of Funds Invested Return On Investment
(%): - (%): -
(Proprietary Data Only) (Proprietary Data Only)
Investor Notes:
(Proprietary Data Only)

Buyer LTM Financial Information and Balance Sheet as of: Feb-14-2014 Period Ending: Dec-31-2013 Exchange
Rate = 0.010
Total Revenue (£ mm) 61.52 Total Debt (£ mm) 13.27
EBITDA (Incl. Equity Inc.
4.86 Total Preferred (£ mm) -
from Affiliates) (£ mm)
EBIT (Incl. Equity Inc.
5.04 Minority Interest (£ mm) -
from Affiliates) (£ mm)
Total Cash & ST
Net Income (£ mm) 5.64 1.36
Investments (£ mm)
Earnings from Cont. Ops.
5.65 Net Debt (£ mm) 11.91
(£ mm)
Diluted EPS before extra
0.32 Total Assets (£ mm) -
(£ )
Total Common Equity (£
50.77
mm)

* Denotes that the information is proprietary. Proprietary data is in USD only.

Historical Equity Pricing Data supplied by

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