Presentation Transcript

1. CONFIDENTIAL PRESENTATION TO: Annual Venture Capital Ecosystem Meeting Technology IPO Perspectives October 20, 2003

2. Table of Contents • Historical IPO Perspectives • Current IPO Perspectives • The Global Settlement and IPO Underwriting

3. 1 Historical IPO Perspectives

4. Historical IPO Perspectives By the numbers since 1980 • 1,804 technology companies have gone public in the U.S. • $118 billion in total capital raised • 33% have been acquired • 14% have gone bankrupt or liquidated • 41% have appreciated in value since IPO date(1) • 41 have been “ten baggers”(2) • May 2001 – date of the last telecom equipment IPO • Determined at acquisition date if acquired. • “Ten-bagger” defined as lifetime stock price appreciation in excess of 1,000%.

5. Historical IPO Perspectives Number of IPOs (January 1, 1980 – December 31, 2002) PC Revolution Retrenchment Networking Internet Revolution Retrenchment Cyclicality of IPOs follows the evolution of new industries and broader economic themes Source: Securities Data Corporation.

6. Historical IPO Perspectives Average IPO Market Value and IPO Size (January 1, 1980 – October 13, 2003) PC Revolution Retrenchment Networking Internet Revolution Retrenchment Average IPO market value and size have steadily increased as investors demand greater liquidity and companies with greater critical mass Source: Securities Data Corporation. Excludes Accenture and Agere IPOs in 2001.

7. Historical IPO Perspectives Average Number of Underwriters per Technology IPO (January 1, 1980 – October 13, 2003) Increase in deal size and competitive dynamic among investment banks has increased the average number of underwriters on an IPO Source: Securities Data Corporation, EquiDesk.

8. Historical IPO Perspectives IPO Darwinism • Like the 1983 NFL quarterback class (Elway, Kelly, Marino), the 1986 IPO class yielded exceptional value • Approximately $400 billion of value creation from 10 companies that went public in 1986 • Lesson: As industry leaders emerge, sectors consolidate and disproportionate value is ascribed to #1 • Phase 1: Technology emerges • Phase 2: Several companies compete to grow the technology and market • Phase 3: Leader emerges • Phase 4: Industry consolidates • Phase 5: Leader captures disproportionate value

9. Historical IPO Perspectives Technology Sector is an IPO Leader • Despite a poor environment for IPOs, technology has increased its share of total IPOs in 2003 from 2002 • Given the emerging growth characteristics of technology companies, the technology sector is well suited to capture a significant portion of the IPO total 2002 Sector Breakdown (by # of IPOs) 2003 Sector Breakdown (by # of IPOs) Source: EquiDesk.

10. Historical IPO Perspectives 2003 IPO Observations • Eight technology IPOs completed since June 2003 • Financings occur in brief windows of opportunity • Average post-IPO market capitalization was $530 mm – with the smallest at $173 mm • All issuers were profitable in 2003 and have visibility into 2004 • Issuers had limited to no exposure to telecom carrier capex • Stocks have performed well – up 49% on average • In difficult financing environment, higher levels of scrutiny are placed on those that can go public

11. Historical IPO Perspectives SigmaTel’s IPO Case Study Critical Mass (approximately $20 million quarterly revenues)` High quality customer relationships Significant growth in targeted end-markets Profitability in year of issuance Strong visibility at least one-year forward (period that the valuation will be based upon) Potential for core technology to serve additional markets in the future Experienced management team with proven track record Pricing (9/18/03) Current (10/13/03) Filing Mid June 2003 Marketing Early September 2003 $350 - $400 million $410 - $470 million $504 million $799 million Increased 32% on the first day of trading Currently up 54%

12. 2 Current IPO Perspectives

13. Current IPO Perspectives 2003/2004 Outlook • Downsizing of the past 3 years has led to significant operating leverage • Positive Qtr/Qtr revenue and earnings growth in Q1 and Q2, expected for Q3 • Equity fund flows positive every month since April Domestic Equity Funds Flow FY 2002: ($27.3B) FY 2003: +$20.7B

14. Current IPO Perspectives 2003/2004 Outlook (continued) • Investors are cautious when valuations fluctuate dramatically, making IPOs difficult to accomplish Extreme levels of volatility have given way to greater stability Percentage of Trading Days per Year NASDAQ Moved +/- 2% in One Day Source: Wall Street Research.

15. Current IPO Perspectives 2003/2004 Outlook (continued) • Strong performance of 2003 IPO class • Interest rates remain low • IPO calendar beginning to build • There are currently 61 IPOs filed with the SEC – 10 of these are technology companies Current Sector Breakdown of IPO Backlog1 ($7.1 Billion) 1Source: Dealogic; IPOs filed/ revised within the last 180 days, current amount filed greater than $30mm. By number of transactions.

16. Current IPO Perspectives 2003/2004 Outlook (continued) • Since 1980, every ten years significant new technologies have emerged • Early to mid 1980s – PC • Mid 1990s – Internet • ?? Mid-2000s – Broadband connectivity and mobility utilizing cost-effective infrastructure

17. Current IPO Perspectives What are Company Metrics for an IPO? Critical mass – at least $100 million in revenue Demonstrated momentum through quarterly sequential revenue and earnings growth Profitability in year of issuance Good visibility one year forward (the period valuation will be based upon) Product and customer diversification Experienced management

18. Current IPO Perspectives What Can Change Our Positive Bias? • Earnings momentum focus will shift from margins to revenues by early to mid-2004; lack of quarter/quarter revenue growth • Jobless recovery restricts economic growth • A few lesser quality companies capitalize on the IPO window and subsequently underperform • Another shock to global geopolitical events

19. 3 The Global Settlement and IPO Underwriting

20. The Global Settlement and IPO Underwriting Underwriter Selection and Pre-Marketing • Banker / Analyst diligence proceeds on a dual-track • Bankers cannot ask an Analyst to visit a company • Analysts and Bankers may not attend the same meetings with companies • No discussion of anticipated equity rating is permitted • Research Analyst “Teach-Ins” to salesforce • Viewed as an education opportunity, not as a sales or marketing opportunity • Can discuss business fundamentals and information contained in prospectus • May discuss the Analyst’s financial estimates • May NOT comment on the transaction structure or pricing • Bankers may NOT attend Teach-In’s • Management Presentation to the salesforce • Analysts may NOT attend (permitted to view presentation from a different location) • Bankers and ECM may attend • Analyst estimates may NOT under any circumstances be announced or distributed

21. The Global Settlement and IPO Underwriting Marketing • Roadshow Preparation • Analysts may NOT participate in the preparation of, contribute to, comment on, or review the roadshow presentation • Bankers may NOT solicit input from Analysts on the roadshow presentation • Marketing and Roadshow • During marketing process, no event can be attended by Bankers and Analysts together • Analysts may NOT introduce management to buyside accounts during roadshow • Analysts may NOT provide input into the roadshow schedule or identify investors to target • Analysts may NOT attend roadshow meetings • Analyst estimates and other perspectives/opinions may NOT be discussed or distributed in any manner, at any time by Bankers or Management during the roadshow

22. The Global Settlement and IPO Underwriting Marketing • Analysts’ communications with Investors • Analysts may NOT make outgoing phone calls or other communications to Investors to solicit interest in the offering • Analysts may respond to incoming calls from Investors and discuss: • Business fundamentals of the company • Information contained in the prospectus • Analyst’s previously published research reports and financial model • Analysts may NOT discuss or provide an opinion with respect to: • Structuring or pricing of the transaction • Any information not contained in the prospectus • Bankers and ECM personnel may NOT direct and Analyst to initiate or take calls from investors • Analysts may NOT communicate investor feedback to Bankers or ECM personnel • Analysts may not participate in the pricing call

23. CIBC World Markets 2002 & 2003 YTD Lead and Co-Managed Equity New Issues CIBC’s strength is with middle-market companies; we have a long record of successfully executing transactions for these companies Source: Dealogic EquiDesk. Assumptions: Ranked by number of issues for lead and co-managed deals. Includes IPOs and Follow-ons, excludes closed-end funds and REITs. Based on calendar year pricing dates and on total issue amount, allocates 100% to each manager.