THE BICKNELL GROUP, LLC

Specialized IB Services for Technology Companies in:

• Financial Services
• Human Resources

We Manage:

• Private Company Sales
• Corporate Division Divestment
• Acquisitions

The Bicknell Group, LLC (TBG) is a specialized investment banking and corporate development consulting organization. Our clients include buyers and sellers of transaction processing, software, professional services, and content companies. We have special expertise and market knowledge of technology companies that serve the financial services and human resource markets.

TBG undertakes engagements to effect the sale of private companies, to divest corporate divisions, to search for and complete acquisitions, to raise capital and to develop marketing alliances. We provide complete value-added transaction services including pre-transaction review and advice, counterparty searches, valuation, structuring, negotiation, financing assistance and closing support. Through our corporate development consulting services, we assist management in developing business strategies, product plans, acquisition criteria, due diligence reviews, divestiture plans and in preparing investment memoranda. Services to new ventures include business plan review and financing assistance.

Achieve the Best Transaction:

• Know your company
• Know its objectives
• Assess market position
• Present your company
• Maintain Confidentiality
• Research counter-parties
• Understand strategic fit

Confidentiality

The TBG approach is designed to give the client the highest probability of finding the best transaction available in the marketplace, while minimizing the demands on client management’s time.

Through our initial review, we invest the time needed to become knowledgeable about the company we will represent to the market. In acquisition assignments, our preparatory work results in an efficient and effective search. In sale assignments, we work with management to develop five-year projections and incorporate those projections into a document that describes the business and its potential. This process allows us to sell a company based on its future potential rather than relying solely on its historical results.

In all of our assignments, strict procedures are followed to maintain confidentiality. With both buyers and sellers, we work from a client approved list of prospects; we require signed non-disclosure statements before releasing confidential information; and, we obtain the return of descriptive material from inactive prospects.

VALUE CREATION

PROVEN RESULTS

Typical transactions managed by TBG and Bicknell Advisory Services, Inc. (the S Corp in which TBG’s principals previously conducted business) include the following:

Sale of Privately Held Software Company

We frequently represent entrepreneurs who, having built a new enterprise and established a position in their market, seek liquidity for their investment.

OKRA Marketing Corporation of Tampa, Florida represents such a situation. OKRA was established in 1987 to provide marketing services to financial institutions. OKRA’s clients included the largest banks in the United States and Latin America and several Fortune 1000 non-financial firms. OKRA developed both database building and database access software.

Our firm acted as financial advisor to the seller and managed the transaction process. Okra was acquired by the John H. Harland Company, a leading provider of printed checks and technology products to financial institutions, in an all cash transaction. OKRA continued under the leadership of OKRA’s co-founders, and continued to be based in Tampa. OKRA’s pre-sale revenue was in the range of $15 million and the publicly announced cash sale price was $25 million.

Divestiture of Business Unit

Our firm has also been engaged by corporations to assist with the divestiture of business units. These may be complicated transactions requiring special structuring steps in order to achieve the desired objective.

We were engaged by Boatmen’s Bancshares, Inc. of St. Louis to effect the divestiture of Boatmen’s Information Systems of Iowa, Inc. (BISI), a data center business. The transaction was complicated by the fact that BISI used third party software in its operations and the software license agreement required the vendor’s approval upon a change of control. The vendor refused to approve a transfer to the likely buyers, whom they viewed as competitors.

We achieved the desired objective by arranging a two-step transaction. From among several interested parties, a buyer was selected who managed the operations of BISI under a facilities management contract during a transition period while the software vendor’s application was replaced by the buyer’s proprietary software. Once the software was replaced, the buyer completed the transaction.

Buy-Side Representations

Fiserv, Inc. of Milwaukee acquired BankLink, Inc., a subsidiary of Chemical Banking Corporation. We initiated the transaction and assisted in negotiations on behalf of the buyer.

Based in New York City, BankLink develops and markets cash management software and provides related services to major domestic and international banks for resale to their corporate customers.  Its customers including five of the top 25 banks in the world.

We learned of Fiserv’s interest in expanding its cash management product offerings. Our firm’s familiarity with the wholesale electronic banking market enabled it to respond to these objectives, proposing BankLink as an acquisition target. Following several months of exclusive negotiations, a transaction was concluded. BankLink continues as a highly successful business unit of Fiserv.

Serving the Financial Services Industry

BUYER SERVICES

Acquisition Planning

The Bicknell Group initiates each acquisition assignment by working closely with the client to review or establish his goals, acquisition criteria, available financial resources, and preferred acquisition strategy. An important part of the process is getting to know the client firm’s strengths and weaknesses so candidates can be introduced which best contribute to the firm’s growth. These steps lay the foundation for a successful and efficient acquisition effort.

Acquisition Candidate Search

In the search phase, The Bicknell Group undertakes a comprehensive survey to identify those businesses which operate in the target market. The thoroughness of this survey is critical to finding the best value. Acquisition targets are ultimately selected by the client from a list that has been screened against the pre-established criteria and has survived extensive review and evaluation.

Candidate Contact

The most advantageous approach to target companies is determined in consultation with the client. The person making the contact, the atmosphere of the initial meeting and the topics to be covered are carefully considered in order to maximize the chances of a favorable reception. The approach is made only after careful assessment of the motivations of the key players.

Transaction Structuring

As the first step in developing a proposal, The Bicknell Group prepares a valuation estimate of the target company and, with the client, establishes a walkaway price for subsequent negotiations. Based on the valuation estimate, a transaction is structured which is responsive to the seller’s motivations and provides a starting point for negotiations.

Negotiations

Our role in negotiations varies based on the client’s preference but is generally to advise and assist. If the initial proposal is not rejected outright, modification is usually required based on information gained during presentation of the proposal. Successful negotiations lead to an agreement in principle which may be documented with a letter of intent or an accepted term sheet signed by both parties.

Closing

The closing phase entails negotiating, drafting and signing the acquisition agreement, which includes representations and warranties by both parties. In our role as an intermediary, we facilitate progress by fielding questions, making inquiries on the client’s behalf, and working closely with the client’s legal and accounting advisors.

Status Reports

Status Reports – Clients are provided frequent reports concerning the status of the acquisition program.

SELLER SERVICES

Presale Review and Advice

The Bicknell Group initiates each sale assignment with a complete review of the seller’s business operations, facilities, historical financial results and future prospects. Suggestions may result concerning minor capital restructuring, disposal of non-essential assets or other modifications of operations to place your business in the best possible posture for sale.

Descriptive Memorandum

A confidential memorandum describing your business and its future potential is prepared and bound. The quality of its presentation is designed to informally convey to prospective acquirers the value of your business. The document is designed to answer ninety percent of potential buyer’s questions, thereby promoting prompt consideration by prospects. Considerable effort is extended to present your business in the most favorable light while being factual and complete; providing full disclosure; and avoiding “hype”.

Valuation Analysis

Sellers are provided with a valuation review to help determine the highest achievable selling price and to provide a pricing rationale that will be defensible in future negotiations. Depending on the availability of data, the valuation review will generally include three approaches in order to validate results. The approaches normally used are discounted cashflow from projected future operations, analysis of comparative sales transactions, and comparative public market valuation. Through our valuation and presale reviews, we are frequently able to help sellers focus on outstanding aspects of their business that may command a premium price.

Potential Acquirer Research

Prior to solicitation, a list of potential acquirers is developed and reviewed with the seller. This key step for a successful transaction entails an extensive search of companies across the nation, and if appropriate, overseas. Prospects identified may be among suppliers, customers, competitors, firms in associated industries and firms seeking attractive investments in unrelated industries. Sellers are asked to review the list before any contacts are made, to eliminate unacceptable prospects and to establish the preferred sequence for contact.

Contacting Potential Acquirers

On the initial contact with a senior executive officer of potential acquirers, a summary profile of the acquisition opportunity is discussed without revealing the seller’s identity. The descriptive memorandum is sent only to those prospects expressing an interest, able to afford the business and willing to sign a non-disclosure agreement. Exploratory meetings are scheduled only after prospects have reviewed the descriptive memorandum.

Negotiations

Negotiation – We advise and assist you in negotiating and structuring the financial aspects of proposed transactions. In our role as an intermediary, we facilitate progress by fielding the buyer’s toughest questions, and making the most sensitive inquiries on your behalf. With the aid of our valuation review, we jointly agree on pricing strategy in advance of negotiations and otherwise seek to obtain a successful closing with the best achievable terms for the seller.

Status Reports

Status Reports – Sellers are provided with frequent reports on the status of the sales effort.

MARKETING ALLIANCES

Business Review and Objective Setting – The Bicknell Group starts each marketing alliance assignment with a thorough review of the client’s products, target market and market position. A key purpose is to achieve a focused definition of target customers and the basis on which the client’s product is sold. With this understanding, objectives for strategic marketing relationships are established with the client.

Alliance Partner Targeting – The next phase entails first brainstorming with the client in order to think broadly about who to include among potential strategic partners. The resulting list of potential partners is then prioritized to focus attention on non-competing businesses that serve the same customers. The prioritized target list is usually divided into companies with whom the client’s product can be co-marketed and companies with whom the client’s product can be bundled. The benefits of an alliance to both the client and potential partner are clearly delineated in this phase.

Potential Partner Contact and Presentation – Once The Bicknell Group and its client have rationalized the potential partner list, we contact the target corporations, qualify their interest and establish a meeting to explore the proposed relationship. When the client is introduced to the prospective partner, The Bicknell Group provides support and guidance concerning the client’s presentation.

Proposal Structuring – The Bicknell Group coordinates with the client and potential partner to structure a relationship terms sheet incorporating the principal elements of the proposed relationship. The alliance is structured to include key incentives and safeguards to promote the success of the alliance.

Negotiation and Documentation – Crucial negotiations occur as the marketing alliance agreement is formally documented. The Bicknell Group acts as a valuable intermediary in this process to insure that a cooperative relationship is fostered between the parties and to promote the on-going ability of the parties to work together.

OUR TEAM