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IntraLinks
       Solutions for Corporate Development




INTRALINKS CONFIDENTIAL   1
Key Trends Impacting Corporate Development Teams


 Meeting “Street”         Equity & Credit         Return of Strategic     Inorganic Growth
  & Shareholder            Markets Have                Buyers                 a Healthy
   Expectations             Rebounded                                         Alternative



 • Executive team         • Credit markets have   • Strategic buyers      • Cost-cutting has
   and Board seek           emerged from            with strong balance     been done – the
   more visibility into     hibernation – debt      sheets are              “low hanging fruit is
   pipeline                 financing available     leveraging cash         gone”
 • Executing “smart”      • M&A currency no         reserves to fuel      • Organizations are
   transactions that        longer limited to       growth via M&A          looking at strategic
   are accretive in the     cash – stock once     • Multiples have          initiatives to drive
   near-term is key         again an option         “normalized” –          scale, enhance
                                                    bid/ask spread has      productivity and
                                                    narrowed                improve margins




INTRALINKS CONFIDENTIAL      2
Due Diligence Stage is Increasingly Complex

Companies are
seeking a more
structured, formalized
approach to strategic
transactions
Greater emphasis
on conducting
due diligence
has prolonged
deal cycles




                              Source: Forrester Consulting, “Trends, Challenges, and Technology Use in a Changing M&A Environment”, 2010.




INTRALINKS CONFIDENTIAL   3
Corporate Development Obstacles

Organizing Transaction                   • Dependence on unsecure e-mail folders and shared drives
Materials                                  for storage of transactional materials

  Dozens of acquisition                  • Unleveraged best practices: templates, financial models,
  opportunities reviewed annually          and industry research



Deal Team Collaboration                  • Communicating next-steps and action items to the extended
                                           working group

  Cross-functional contributors plus     • Sharing information beyond the firewall
  large teams of advisors


Monitoring Deal Progress                 • Tracking numerous ongoing transactions on varying
                                           timelines amongst various cross-functional teams
  Multiple opportunities in pipeline –
                                         • Reliance on Excel checklists & frequent working group
  each could take several months
                                           calls to monitor work streams
  to complete




INTRALINKS CONFIDENTIAL          4
IntraLinks Offers a Better Way

  IntraLinks’ Improved Corporate Development Process




 Centralized Repository                    Enhanced Deal                     Improved Deal Oversight
 Secure cloud-based storage                Team Collaboration                Dashboards enable better control
 minimizes risk of information leaks       Configurable workflows and        of process steps and deadlines,
 – which can kill a deal or impact         alerts help guide the deal team   critical to submitting timely bids in
 valuation                                 through the due diligence phase   auction processes
 Easily retrieve due diligence files       Version control during the        Provide prompt and accurate
 – no longer rely on hard drives and       negotiation phase accelerates     status updates to the executive
 e-mail systems for storage                drafting the Purchase & Sale      team and BOD with centralized
                                           Agreement                         reports
 Searchable archive of
 opportunities that have been              User-specific access and          Audit trails allow Corp. Dev.
 previously reviewed.                      permissions preserves             group to monitor due diligence
  - Have we looked at this                 confidentiality                   activity.
    company in the past?
                                           Customized Exchanges mirror
  - Why did we pass?                       due diligence request list
  - What’s changed?                        templates



INTRALINKS CONFIDENTIAL                5
IntraLinks Supports the Entire Deal Lifecycle

  IntraLinks’ Improved Corporate Development Buyside Process


IntraLinks has
a solution toolkit
that streamlines
the evaluation
and execution of
potential acquisitions.

We help from the
moment you receive
the teaser, through
post-merger
integration.




INTRALINKS CONFIDENTIAL   6
How Is IntraLinks Addressing These Challenges?
More than just a “VDR”




INTRALINKS CONFIDENTIAL   7
IntraLinks’ Corp Dev Dashboards
Homegrown systems offer limited visibility
into the progress of deals in the pipeline
  • Dependence on e-mail and spreadsheets
    – neither secure nor scalable, and difficult
    to manage

Capture key summary data (i.e. deal
stage, size, status, priority, probability,
etc); activity log; contact information;
target financial information
   • Direct Exchange links to most frequently
     used documents

Holistic view of buyside and sellside
opportunities for the Corp Dev team
   • Easily filter current or historical
     transactions that have been reviewed

Quickly generate C-level/Board status
update reports
Permission-based access restricts
visibility for business unit users


INTRALINKS CONFIDENTIAL          8
IntraLinks for Corporate Development:
Tangible Economic Benefits for Corporate Development Groups

Improve Collaboration Efficiency                            • 50% time savings and 15% total cost reduction on
and Process Management                                        each deal through more efficient pipeline management
                                                              (The Stanley Works)

                                                            • 25-35% reduction in external advisor expense with
                                                              improved utilization


Reduce Physical                                            • 25-50% total cost reduction across document storage,
Document Costs                                               scanning-distribution-printing
                                                           • 10-15% reduction in departmental IT support need



Mitigate Corporate Risk                                    • Improved content security / control
                                                           • Reduced confidentiality risk with improved document vs. e-
                                                             mail / hard copy


• Savings estimates based on market information, and surveys/interviews with IntraLinks clients
• * ROI based on productivity gains in the deal prep and marketing phases, & improved efficiency during due-diligence for sellside and buyside deals.




INTRALINKS CONFIDENTIAL                      9
Corporate Development Case Study

                           The Implications                                The Result
                           • Use of e-mail and internal shared drives      • MetLife closes deals faster by
                             for collaboration was common - but              shaving weeks off the process cycle
                             cumbersome and inefficient                      through more efficient information
                                                                             distribution
MetLife needed a better    • Team members wasted valuable time
solution for deal teams,     searching for documents and worrying          • Saves 1000’s of man-hours / costs
who are spread across        about version control                           by eliminating the need for travel to
                                                                             onsite data rooms
corporate functions and    The Solution
geographic regions, to                                                     The Benefit
                           • MetLife chose IntraLinks for the exchange
easily collaborate on
                             of its critical information                   • MetLife now uses the same
transactions, and to                                                         exchange for both ongoing deal
                           • Implements a way for deal participants to
exchange critical                                                            activities and integration efforts,
                             instantaneously communicate to everyone
information inside and       working on the deal, regardless of location     regardless of deal size
outside the company.




INTRALINKS CONFIDENTIAL       10
Recognition by our clients and industry experts…

                                                           “ IntraLinks allows us to collaborate well with a broad
                                                           team of internal and external experts. We can
                                                           instantaneously communicate to everyone working on a
        IntraLinks is a one-                               particular deal and receive their insight equally as fast.
                                                           It creates a significant advantage for us.”
        stop shop for
                                                        — Scott Gould, Vice President, Corporate Development, MetLife
        Corporate
        Development. It
        provides a quick and                   “Corporate executives are realizing the need for
        easy way for us to                     dedicated tools along the M&A life cycle to mitigate
                                               risks and potential failure of their investments and
        keep track of all our                  divestments
        critical information,                 — Forrester: Market Overview, The M&A Management
                                                Tools Market, Daniel Krauss
        stay aligned and
        streamline workflow

       — Tamara Bross, Project Manager,                          “Point solutions and generic
         Corporate Development, The Stanley                      tools are not an effective
         Works
                                                                 means of managing the entire
                                                                 M&A life cycle.
                                                                — Forrester: Trends, Challenges, and Technology Use in a
                                                                  Changing M&A Environment, Daniel Krauss


INTRALINKS CONFIDENTIAL             11
Secure access from mobile devices
including iPad and iPhone

IntraLinks can be accessed from popular mobile devices, including Blackberry®,
smartphone, iPad and iPhone to enable deal participants to always stay in touch
and ensure rapid deal progress




INTRALINKS CONFIDENTIAL   12
15 years of experience in serving the M&A community…


                               worth of M&A transactions have
       $6.1 trillion+          been executed on IntraLinks

                               pages of Strategic Transactions content
       100 million+            currently reside on IntraLinks

                               advisors have logged onto IntraLinks
           4,000+              in the past six months

                               advisors have logged onto IntraLinks
          70,000+              in the past six months




INTRALINKS CONFIDENTIAL   13

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IntraLinks Solutions Streamline Corporate Development

  • 1. IntraLinks Solutions for Corporate Development INTRALINKS CONFIDENTIAL 1
  • 2. Key Trends Impacting Corporate Development Teams Meeting “Street” Equity & Credit Return of Strategic Inorganic Growth & Shareholder Markets Have Buyers a Healthy Expectations Rebounded Alternative • Executive team • Credit markets have • Strategic buyers • Cost-cutting has and Board seek emerged from with strong balance been done – the more visibility into hibernation – debt sheets are “low hanging fruit is pipeline financing available leveraging cash gone” • Executing “smart” • M&A currency no reserves to fuel • Organizations are transactions that longer limited to growth via M&A looking at strategic are accretive in the cash – stock once • Multiples have initiatives to drive near-term is key again an option “normalized” – scale, enhance bid/ask spread has productivity and narrowed improve margins INTRALINKS CONFIDENTIAL 2
  • 3. Due Diligence Stage is Increasingly Complex Companies are seeking a more structured, formalized approach to strategic transactions Greater emphasis on conducting due diligence has prolonged deal cycles Source: Forrester Consulting, “Trends, Challenges, and Technology Use in a Changing M&A Environment”, 2010. INTRALINKS CONFIDENTIAL 3
  • 4. Corporate Development Obstacles Organizing Transaction • Dependence on unsecure e-mail folders and shared drives Materials for storage of transactional materials Dozens of acquisition • Unleveraged best practices: templates, financial models, opportunities reviewed annually and industry research Deal Team Collaboration • Communicating next-steps and action items to the extended working group Cross-functional contributors plus • Sharing information beyond the firewall large teams of advisors Monitoring Deal Progress • Tracking numerous ongoing transactions on varying timelines amongst various cross-functional teams Multiple opportunities in pipeline – • Reliance on Excel checklists & frequent working group each could take several months calls to monitor work streams to complete INTRALINKS CONFIDENTIAL 4
  • 5. IntraLinks Offers a Better Way IntraLinks’ Improved Corporate Development Process Centralized Repository Enhanced Deal Improved Deal Oversight Secure cloud-based storage Team Collaboration Dashboards enable better control minimizes risk of information leaks Configurable workflows and of process steps and deadlines, – which can kill a deal or impact alerts help guide the deal team critical to submitting timely bids in valuation through the due diligence phase auction processes Easily retrieve due diligence files Version control during the Provide prompt and accurate – no longer rely on hard drives and negotiation phase accelerates status updates to the executive e-mail systems for storage drafting the Purchase & Sale team and BOD with centralized Agreement reports Searchable archive of opportunities that have been User-specific access and Audit trails allow Corp. Dev. previously reviewed. permissions preserves group to monitor due diligence - Have we looked at this confidentiality activity. company in the past? Customized Exchanges mirror - Why did we pass? due diligence request list - What’s changed? templates INTRALINKS CONFIDENTIAL 5
  • 6. IntraLinks Supports the Entire Deal Lifecycle IntraLinks’ Improved Corporate Development Buyside Process IntraLinks has a solution toolkit that streamlines the evaluation and execution of potential acquisitions. We help from the moment you receive the teaser, through post-merger integration. INTRALINKS CONFIDENTIAL 6
  • 7. How Is IntraLinks Addressing These Challenges? More than just a “VDR” INTRALINKS CONFIDENTIAL 7
  • 8. IntraLinks’ Corp Dev Dashboards Homegrown systems offer limited visibility into the progress of deals in the pipeline • Dependence on e-mail and spreadsheets – neither secure nor scalable, and difficult to manage Capture key summary data (i.e. deal stage, size, status, priority, probability, etc); activity log; contact information; target financial information • Direct Exchange links to most frequently used documents Holistic view of buyside and sellside opportunities for the Corp Dev team • Easily filter current or historical transactions that have been reviewed Quickly generate C-level/Board status update reports Permission-based access restricts visibility for business unit users INTRALINKS CONFIDENTIAL 8
  • 9. IntraLinks for Corporate Development: Tangible Economic Benefits for Corporate Development Groups Improve Collaboration Efficiency • 50% time savings and 15% total cost reduction on and Process Management each deal through more efficient pipeline management (The Stanley Works) • 25-35% reduction in external advisor expense with improved utilization Reduce Physical • 25-50% total cost reduction across document storage, Document Costs scanning-distribution-printing • 10-15% reduction in departmental IT support need Mitigate Corporate Risk • Improved content security / control • Reduced confidentiality risk with improved document vs. e- mail / hard copy • Savings estimates based on market information, and surveys/interviews with IntraLinks clients • * ROI based on productivity gains in the deal prep and marketing phases, & improved efficiency during due-diligence for sellside and buyside deals. INTRALINKS CONFIDENTIAL 9
  • 10. Corporate Development Case Study The Implications The Result • Use of e-mail and internal shared drives • MetLife closes deals faster by for collaboration was common - but shaving weeks off the process cycle cumbersome and inefficient through more efficient information distribution MetLife needed a better • Team members wasted valuable time solution for deal teams, searching for documents and worrying • Saves 1000’s of man-hours / costs who are spread across about version control by eliminating the need for travel to onsite data rooms corporate functions and The Solution geographic regions, to The Benefit • MetLife chose IntraLinks for the exchange easily collaborate on of its critical information • MetLife now uses the same transactions, and to exchange for both ongoing deal • Implements a way for deal participants to exchange critical activities and integration efforts, instantaneously communicate to everyone information inside and working on the deal, regardless of location regardless of deal size outside the company. INTRALINKS CONFIDENTIAL 10
  • 11. Recognition by our clients and industry experts… “ IntraLinks allows us to collaborate well with a broad team of internal and external experts. We can instantaneously communicate to everyone working on a IntraLinks is a one- particular deal and receive their insight equally as fast. It creates a significant advantage for us.” stop shop for — Scott Gould, Vice President, Corporate Development, MetLife Corporate Development. It provides a quick and “Corporate executives are realizing the need for easy way for us to dedicated tools along the M&A life cycle to mitigate risks and potential failure of their investments and keep track of all our divestments critical information, — Forrester: Market Overview, The M&A Management Tools Market, Daniel Krauss stay aligned and streamline workflow — Tamara Bross, Project Manager, “Point solutions and generic Corporate Development, The Stanley tools are not an effective Works means of managing the entire M&A life cycle. — Forrester: Trends, Challenges, and Technology Use in a Changing M&A Environment, Daniel Krauss INTRALINKS CONFIDENTIAL 11
  • 12. Secure access from mobile devices including iPad and iPhone IntraLinks can be accessed from popular mobile devices, including Blackberry®, smartphone, iPad and iPhone to enable deal participants to always stay in touch and ensure rapid deal progress INTRALINKS CONFIDENTIAL 12
  • 13. 15 years of experience in serving the M&A community… worth of M&A transactions have $6.1 trillion+ been executed on IntraLinks pages of Strategic Transactions content 100 million+ currently reside on IntraLinks advisors have logged onto IntraLinks 4,000+ in the past six months advisors have logged onto IntraLinks 70,000+ in the past six months INTRALINKS CONFIDENTIAL 13

Editor's Notes

  1. This slide outlines four categories of macro-level trends that are affecting the day-to-day lives of Corp Dev professionals. The key to presenting this slide effectively is to have a relevant piece of current industry/company-specific knowledge to weave into the discussion. Examples include: a recent deal that a competitor has closed, rumors of a transaction in the sector, the escalation of a company’s stock price, overall market trends gleaned from an analyst report, etc.Meeting Shareholder Expectations – The end-goal of all Corp Dev teams is to drive growth and increase earnings. The Corp. Dev. group reports directly to the C-Level executive team and interacts frequently with the Board. As such, they’re under substantial pressure to execute “good” deals. “Good” deals are those that are immediately (or quickly) accretive/additive to the company’s earnings. Organizations do not want to be writing-off failed transactions in this climate. Also, C-Level execs and the BOD are seeking increased visibility and general awareness of deals in the pipeline. They’re no longer hands-off when it comes to strategic initiatives.Equity/Credit Market Rebound: While neither market has fully recovered, stock prices are generally up (despite the recent market correction…compared to ‘08/’09 levels) and lenders are once again…lending. Both are important to Corp. Dev. groups. Improved stock performance means they can potentially use stock as currency in a transaction and won’t have to finance the deal solely through cash reserves; and, they can once again borrow money to get deals done - at reasonable rates. Having financing options is obviously beneficial.Return of Strategic Buyers: Companies have been stockpiling cash on their balance sheets over the past 24 months and they now have to put the capital to work. Also, deal multiples are high enough to entice potential sellers to contemplate a sale but low enough for potential buyers to be active. Sellers looking for exorbitant valuation multiples is no longer prevalent. Lastly, there are quality opportunities on the market. Many companies looking for an exit over the past 24 months have been desperate for an exit, or at least viewed as such (if you’re a healthy company, why sell when market conditions are so poor?) but that’s no longer the case.Inorganic Growth: Companies held a “bunker mentality” in '08/09, meaning they were more concerned with rectifying internal issues and cutting costs within the organization vs. pursuing external growth opportunities. Now that most of the excess “fat” has been trimmed from the corporate structure organizations are seeking other channels to fuel growth…i.e. M&A, JV’s, partnerships, etc. While these initiatives are once again on the radar of Corp. Dev. groups, deal cycles are more time-consuming than ever. The fear of doing a “bad” deal is real, and Corp Dev/C-Level teams are cautious in their approach. The amount of due diligence required has spiked and the process now involves a multitude of cross-functional teams – which prolongs the timeline for evaluating/executing deals and results in increased costs.
  2. Slide to talk to. I will name 3 of the 4 vignettes that we will cover in the product demo session and how these relate to the challenges on the previous slide:Key capabilities of the IntraLinks platform include:User Experience & PersonalizationThe IntraLinks platform can be managed from a simple web browser, and has a robust, user-friendly interface that increases productivity and drives adoption.Add users, find information across projects and exchange content rapidly via an intuitive interfaceView to-dos and approvals across deals, key transactions, and more via dashboard widgetsStart up faster, with industry specific templates to structure content, define workflows, and set user permissionsAccess and control content anywhere, 24/7 via laptop, PC, or iPad and IPhoneView IntraLinks user interface, documentation, and help files in your local language, including English, German, French, Spanish, Brazilian Portuguese, Japanese and Simplified ChineseContent ManagementContent management capabilities help organize files and documents, giving you the control to manage inter-enterprise collaboration, while meeting regulatory and data governance requirements.Organize and manage information throughout the life of your project efficiently with IntraLinks DesignerView who has access to documents, and folders and quickly change permissions and document protectionQuickly find relevant content and to identify and engage the right people in your process with dynamic indexing and powerful search capabilitiesSupport compliance with an archive of all documents, access history, historical permissions and alerts sent — on exchanges or in read-only DVD formatBusiness Process EnablementTemplated workflows allow you to control document distribution, request, submission, approval and review. Rules-based processes offer enhanced flexibility in configuring workflows.Define workflow execution, document types, permissions, and actionsCreate process rules based on a variety of configurable criteria, including custom fields assigned to documents and groupsTrigger alerts and notifications based on content action to ensure smooth collaborationTeam CollaborationIntraLinks enables collaboration between and across organizations supporting specific, mission-critical business processes. Mutual access to critical information is an imperative for any enterprise extending its business processes to customers, suppliers and partners.Cross-project information sharing and integration capabilities facilitate business beyond the IntraLinks platformAd hoc file sharing Enhanced Q&A functionality enables communications with internal and external business partners, driving collaborative processDashboards and ReportingRobust analytic capabilities enable sophisticated reporting and deliver business to support audit and compliance processes, driving better, faster decisions. Dashboards enable you to stage and host critical data, and present it externally.  Flexible reports allow you to compare activity across groups, users, documents and user-defined collections of informationAnalytical information can be displayed in the form of charts, graphs and heat mapsProvide external users with a simple and interactive way to view structured data via IntraLinks Dashboards