Tecnomen and Lifetree Combine Jarmo Niemi CEO
Presentation Agenda Transaction Rationale Lifetree Overview Tecnomen Lifetree: Powerful Combination
Transaction Highlights � Tecnomen has entered into agreements to combine with Lifetree Convergence, an India- based provider of convergent billing and customer care, rating, and messaging platforms � Company name to be changed to Tecnomen Lifetree Plc � Post the transaction, Tecnomen will own 96.6% shares of Lifetree Convergence, through an issuance of stock and cash consideration to Lifetree shareholders Total consideration of € 33.2M � Consideration in cash: € 21.4M � � Consideration in new Tecnomen Shares: € 11.8M � New Tecnomen shares issued to management shareholders will be subject to three year lock-up � Lifetree cash acquired: € 9.5M � Enterprise Value (for 100%) of € 24.9M � Acquisition financing: � Cash financed in part with long-term loan and in part from own funds � Swap rate for issue of new Tecnomen shares: € 0.86 � Subject to shareholder vote and regulatory approvals
Transaction Rationale Strong strategic fit Significant synergy potential � Highly complementary products set � Operational cost synergies (key (fully Convergent Billing & areas R&D, Support & Delivery and Charging, Messaging) and SG&A) customer base � Revenue synergies through cross � Accelerate growth in emerging sell opportunities in particular since markets limited overlap in customer base Enabling low cost development & � delivery (out of combined 750 FTE >50% located in India) Straight forward integration Financially attractive � Cultural and management fit � Accelerate top line growth � Great management team – Lifetree � Improve margins CEO to be President and COO of � EPS accretive (30% on CY08 pro- the merged entity forma combined)
Presentation Agenda Transaction Rationale Lifetree Overview Tecnomen Lifetree: Powerful Combination
Lifetree Overview Inception � Initiated operations as Lifetree Product � @Billity (flagship product): Converged Convergence in 2000 with a mandate to Summary product suite designed to provide operators build highly engineered telecom software with end-to-end billing, OSS & CRM products functionality for different networks (e.g., GSM, WiMAX, wireline, etc.) Locations � Headquartered in New Delhi, India � Concierge: Portal product designed to � Product development center in Bangalore, integrate access to disparate applications India (including legacy applications) into a single � International sales offices in UAE, South screen setup Africa and Nigeria � J@nus : Convergent rating platform, which Employees � 400 + with over 75% focused on product manages prepaid, postpaid and hybrid engineering accounts in real-time � MDX+: VAS content management & Markets � Focused on emerging economies such as delivery platform Africa, the Middle East and Asia Pacific Customers Process � CMMi level 3 � Over 40 installations completed at tier 2 and maturity large tier 3 operators worldwide, strong relationship with MTN Group and LAP Green
Mainly Focused on Asia, ME and Africa Revenue by Business FY2007-08 Revenue by Geography FY2007-08 *Financial Year Ending March
Presentation Agenda Transaction Rationale Lifetree Overview Tecnomen Lifetree: Powerful Combination
A Powerful Combination � Over 35 years of combined experience in the telecommunications industry � 120 customers in over 70 countries � Strong product portfolio in BSS/OSS and VAS Global organization of 750 employees in 20 locations � � Focus on telecom software development (> 400 developers including subcontractors) � Presence in Europe, Asia Pacific, India, Middle East, Africa and the Americas � Listed on the NASDAQ OMX Helsinki (since 2000)
Consolidated View Jan-Sep 2008 Results PF Combined Revenues € 55.5M € 11.9M € 67.4M Operating Profit € 6.5M € 4.4M € 10.9M Margin (%) 11.7% 37.4% 16.2% *Lifetree figures are according to Indian GAAP, converted at 63 as the EUR/INR rate
Attractive Synergy Potential Revenue � Fully convergent charging & billing solution Combined entity to have expanded global reach with extensive presence in emerging � markets � Leverage cross sell opportunities for revenue growth Operation � Low cost R&D and delivery base in India (> 50% of employees) to be leveraged for reducing development and delivery costs over coming years
Tecnomen Lifetree: Complete BSS Offering Front-Office Customer, Product and Marketing Domain Customer Sales & Customer Customer Product Order Sales & Customer Product Order Loyalty & Marketing Loyalty & Management Catalogue Management Marketing Management Catalogue Management Retention Management Retention Management Voucher & Account Voucher & Payments & Invoice & Account Payments & Content/ Invoice & Recharge Content/ Recharge Fraud Discounting Collections Management Fraud Content Discounting Collections Management Management Content Management Management Management Partner Mgmt Partner Mgmt Back-Office Customer Domain IN Services/ Revenue IN Services/ Balance Off-Line On-Line Revenue Roaming Balance Off-Line On-Line Roaming Assurance Service Management Assurance Charging/Rating Charging/Rating Service Management Charging/Rating Charging/Rating Creation Creation Service Domain Data Data Interconnect Interconnect Warehouse Warehouse Mediation Session/Service Mediation Inventory Provisioning Session/Service Inventory Provisioning Control Offline Control Offline Enterprise Domain Partner Domain Resource Domain Other 3 rd party Tecnomen Lifetree
Tecnomen Lifetree Messaging Offerings Offer 5: Media Server & MAS & Storage = NGM Services included in the platform: Voice Mail, Video Mail, Call completion services IVR Offer 4: Media Server & IVR Application Server Storage Email Requires services (VXML via local developer program) layer Enables PP Voucher, balance inq., anno, any IVR service, Server video blog, video portal Offer 2: Application SRF stand alone MAS MDX+ IVR AS MAS Requires SCP and services layer Enables PP voucher, anno. Access 2G/3G Media Server MRF SRF SRF layer Offer 1: Offer 3: Offer 6: MRF stand alone Media Server stand alone Content Solution Requires SIP AS and services Requires Application Server and services voice and video portal Enables Netann, IMS conferencing Enables RBT, 3rd party VM, Tele-voting and downloaded content
Customer Base: Global Coverage Finland Norway Russia Sweden Lithuania Denmark UK Ireland Germany Belgium Ukraine Lichtenstein Luxembourg Austria Switzerland Romania Slovenia Turkmenistan Serbia Albania Spain Macedonia Italy Lebanon Cyprus Tunisia Iraq Iran Tecnomen Pakistan Kuwait Algeria Saudi Hong kong Bahrain Arabia Bangladesh Lifetree Qatar UAE India Taiwan British Virgin Island Mauritania Honduras Thailand Overlap Guatemala Senegal Philippines El Salvador Nicaragua Cambodia Nigeria Venezuela Panama Brunei Ivory Coast Cameroon Malaysia Uganda Kenya Ecuador Indonesia Tecnomen � 100+ customers Brazil Zambia � Across 59 countries Bolivia Salvador � With major group Mauritius Madagaskar accounts in Latin America Namibia Botswana Paraguay and Europe Australia Argentina South Africa Uruguay Lifetree � 18 customers � Across 16 countries New Zealand � With major group accounts in the Middle East and Africa Tecnomen Lifetree and has supplied its products to 120 operators in over 70 countries
Personnel: Global Reach Development Centre Rest of Asia Finland 4% 12% Technical Support Centre Ireland 19% Sales & Business Development Rest of Bangalore Europe 47% Latin 1% America New Delhi Tecnomen Lifetree has 750 employees in MEA 9% 4% over 20 locations worldwide 4%
Financially Compelling Transaction Accelerate top line growth � Tecnomen to benefit from Lifetree’s faster growth Additional growth derived from revenue synergies � Positive impact on operating margin � Tecnomen to benefit from Lifetree’s higher operating margin Benefit from cost synergies � EPS accretive � 30% on CY08 pro-forma combined
Tecnomen Lifetree Strategy � Market Trends Saturation � � Convergence Consolidation � � Tecnomen Lifetree Goals � Profitable growth Tecnomen Lifetree Vision � Leading vendor in Convergent Charging and Messaging � � Tecnomen Lifetree Strategy � To build cost competitiveness in � product portfolio � global sales, development and delivery organisation
Proposed Timeline For Transaction India Regulatory Announcement on Closing of transaction Approval 15 December expected in Q1 2009 January 2008 2009 EGM February/March
Transaction Rationale Significant synergy potential Strong strategic fit Straight forward integration Financially attractive
Contact Information Jarmo Niemi CEO head office Tecnomen Corp., P.O. Box 93, 02271 Espoo, Finland tel./fax Direct +358 9 8047 781, fax +358 9 8047 8212 mobile/fax +358 400 688 097 e-mail Jarmo.niemi@tecnomen.com, www.tecnomen.com
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