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Global Games Investment Review
                              Executive Summary

                                                    2012

                                  “Amazingly complete report, great stuff!
                         I don’t send out a lot of unsolicited random compliments,
                                       but you guys earned this one!”

                                               Dr. Mike Capps*
                                            President Epic Games
                               (Infinity Blade, Gears of War, Unreal, Unreal Engine)




www.digi-capital.com                            * Commenting on 2011 Review            © Digi-Capital Limited 2012
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                                                                                                 2
Contents (of full Games Investment Review and individual Sector Reviews)



             Executive summary (free)                                                                       4


             Sector Reviews
             (dynamics, trends, 2012*/2011/2010 private placements and M&A, public company comparables*)


                     –     Mobile/tablet                                                                   21
                     –     Social/casual                                                                   39
                     –     Massively Multiplayer Online (MMO)                                              58
                     –     Console                                                                         71
                     –     Middleware                                                                      86
                     –     Advertising                                                                     95


             About Digi-Capital                                                                            100


             * As at 13th February 2012. No public company comparables for Middleware or Advertising




                                                                3
Executive summary




        4
ConsolidationVille: Social Games 1.0 M&A in 2012
Games investment and M&A more than doubled in 2011
   Private placements grew value by 96% to $2B, volume by 67% to 152 transactions, average fundraising round size by 17% to $13M
   Together with Zynga ($1B+) and Nexon ($1.2B) IPOs, investment value nearly quadrupled
   M&A grew value by 160% to $3.4B, volume by 88% to 113 transactions, average transaction size by 38% to $30.4M
   Private placement and M&A activity led by social, mobile, MMO and middleware

Social Games 1.0 M&A in 2012 – exit or consolidate (or you might miss the boat)
   Social/casual dominated investment and M&A in 2011 (57% of private placement value, 45% of M&A value)
   Zynga IPO may be the high water mark for Social Games 1.0, as it becomes harder to keep social games social (i.e. user acquisition and retention)
   Analysis comparing total games portfolio DAU and average individual game DAU shows some (e.g. Wooga, King) but not all delivering in a crowded market
   Current sector dynamics and dealflow indicates 2012 could be the year for Social Games 1.0 consolidating M&A

Social-mobile and cross-platform are the next battlegrounds for games investment and M&A
   Mobile/tablet 2nd in transaction volume (30% private placement, 27% M&A) but not value (16% private placement, 4% M&A) as an early stage market
   DeNA (2011 >$1.4B revenue at 50% operating margin) and Gree (12 months to December 2011 >$1.4B revenue at 46% operating margin) show what investment in
    social-mobile games can deliver
   Mobile/tablet, social-mobile and cross-platform (iOS/Android/social network) attracting serious interest from both investors and acquirers

Free-to-play and new market entrants reinvigorating MMO* M&A and investment opportunities
   MMO 2nd (31%) in M&A value due to large scale transactions, but only 4 th (8%) in private placement value due to investment risk profile
   Nexon (>$1.1B revenue at 58% EBITDA margin in 2011) shows why the MMO market is moving towards free-to-play
   Consolidating M&A and investment opportunities through 2012 due to continued MMO market transition and growth

Asian consolidating M&A and investment hold great promise, but local knowledge and relationship gaps remain
   Strong Chinese, Japanese and South Korean games companies are looking for Western M&A and investments, but local knowledge and relationship gaps remain
   Similarly Western games companies are looking for strong Chinese, Japanese and South Korean partners, but face the opposite side of the same challenge
   By bridging relationships and different business/investment cultures, this may become one of the dominant axes for games M&A and investment

Console giants must accelerate pivot to online/mobile
   Electronic Arts has led the way with blockbuster M&A of PopCap and Playfish, yielding synergies with Sims Social
   Other cash generative console/MMO publishers have a window of opportunity for online/mobile investments and M&A before it is too late to change

Middleware is the dark horse generating significant investment and M&A
   Middleware 3rd by value in both private placements (18%) and M&A (16%) despite being lower profile than consumer games sectors
   High profile M&A from non-traditional sources such as Visa’s acquisition of PlaySpan for $190M shows the potential for middleware investors/management
   Accelerating M&A and investment in online/mobile middleware driven by growth in underlying online/mobile games markets


                                                                                    5            * MMO = Massively Multiplayer Online games
The video games market continues to transform across sectors

Mobile/tablet (iPhone/iPad/Android)                           Social mobile
 Single player mobile games                                   Multiplayer mobile games
 Played on smartphones/tablets                                Played on smartphones/tablets
 Example company: Rovio                                       Example company: Gree




Social online                                                 Casual online
 Simple multiplayer online games                              Simple single player online/download games
 Played on social networks                                    Played on browser or downloaded
 Example company: Zynga                                       Example company: Big Fish Games




Client based Massively Multiplayer Online (“MMO”)             Browser based MMO
 Thousands of simultaneous online player games                Thousands of simultaneous online player games
 Played on PC/Console (via retail or digital download)        Played on browser based online MMO websites
 Example company: NCSoft                                      Example company: Gameforge




Console                                                       Middleware (online, mobile and console/PC)
 Retail/digital download console games                        Technology for online/smartphone/tablet games
 Played on PS3, XBox360, Wii, 3DS, PSP                        Software as a Service B2B business model
 Example company: Activision Blizzard                         Example company: Unity




                                                          6
As online/mobile games both grow and fragment the market
Online/mobile growing scale and share
   2010P $22B revenue = 39% of global video games revenue
   2015F $41B revenue = 50% of global video games revenue

As consumer markets fragment
   Apple, Google grew Casual Mobile market (25B+ Apps downloaded)
   Gree, DeNA grew Social-Mobile market (170M+ users)                                                 Online/Mobile
   Tencent, Zynga, Yahoo!, Big Fish Games grew Social/Casual Web
    market (1B+ users)
   Gameforge, Bigpoint grew free-to-play Browser MMO market
    (500M+ registered users)
   Activision-Blizzard, Nexon, NCSoft grew Client MMO market (40m+
    subscribers/users)
   Wii grew Casual Console market (89M+ Wii’s sold)
   Onlive, Gaikai growing Cloud-Gaming across web/mobile/TV (no
    console)

Supported by profitable business models
   Best companies growing revenue 100%+ annually while also
    generating 20-50+% EBITDA margins
   App stores: paid and free-to-play, virtual goods, advertising Hardcore                                                                           Casual
   World of Warcraft: $12.99-$14.99 monthly fee
   Zynga: free-to-play, virtual goods, advertising
   Gree: free-to-play, virtual goods, advertising
   Nexon: free-to-play, virtual goods

And requiring specific skills and approaches
   Multiple, parallel game development business platforms (not “one
    game” hit driven companies)
   Multiple distributors (not just Facebook) across platforms and
    geographies
   Rapid, low cost game development and continuous daily
    redevelopment cycles for rapid market response                                                        Console/PC
   Fast failure (cut commercial losers, back commercial winners)
   Strong analytics (to maximise commercial returns)
   Aimed at delivering true scalability and category leadership, with
    profit margins increasing as revenue grows

                                                                                 Sources: PWC, Companies, Casual Gaming Association,
                                                                             7   TechCrunch, Inside Network

                                                                                 Note: Online includes MMO, casual and social games. Total revenue
                                                                                 excludes hardware revenue
Creating the Big V: the great games market split

                                Value                                             Volume
                            (large long-term niche)                             (mass market growth)
                                                            Europe
                                          America                                 China
                                                           Japan
                                                                                                                     Social
                                                                                India
                                                                                                             Mobile
 Retail MMO                                           South Korea
                                                                                                    Social-mobile
                                                                       Brazil
                   Console                                                                  Free-to-play MMO
                                                                                     Online/mobile middleware
Users: thousands to tens of millions                                                Users: thousands to hundreds of millions
ARPU: $-$$$                                                                         ARPU: ¢ - $$
Costs: $ millions to tens of millions                                               Costs: $ tens of thousands to millions
Operating profit: negative to 20%+                                                  Operating profit: negative to 70%+
Growth rates: negative to <10%                                                      Growth rates: negative to 100%+
Business model: unit sales, subscriptions, virtual goods                            Business model: unit sales, free, virtual goods, ads


                                                                   8
Asia, not America, could dominate the global games market
                                                              Global Video Games Sector Revenue ($B)
 Online† and mobile games
 should grow total video games     90

 market size to $82B and take      80
 50% revenue share at $41B         70
 (14% CAGR 11F-15F). The           60
 historically strong pure          50
 console* sector is flat to down   40
                                   30

 Asia and Europe should take       20
 87% revenue share for online      10
 and mobile games (China 36%,       0
 Europe 20%, South Korea             2006   2007       2008       2009         2010P          2011F          2012F        2013F   2014F   2015F

 12%, Japan 10% in 2015F).                              Console         Online          Mobile           PC         Advertising

 North America remains                                   Regional Online/Mobile Games Revenue ($B)
 important                         45
                                   40
                                   35
 Chinese, Japanese and South
                                   30
 Korean domestic strength has
                                   25
 produced high volume (up to
                                   20
 20M peak concurrent users),
                                   15
 low ARPU**, cost efficient
                                   10
 games businesses with up to
                                    5
 50%+ operating margins,
                                    0
 enabling significant
                                     2006   2007       2008       2009         2010P          2011F          2012F        2013F   2014F   2015F
 investment in foreign markets
                                                        Asia      Europe            North America                Latin America


                                                                   Sources: PWC (excludes hardware revenue), Companies

                                                   9               * Note: Pure console excludes MMO
                                                                   † Note: Online includes MMO, casual and social games

                                                                   ** Average Revenue per User
Games investment and M&A more than doubled in 2011
Games private placements nearly doubled in 2011*                                                                    Global video games private placements* ($M)
   Private placement volume grew 67% to 152 transactions
   Private placement value grew 96% to $2B                                                      $2,000                                                                                  160
   Average private placement deal size grew 17% to $13M
                                                                                                 $1,800                                                                                  140
                                                                                                 $1,600
Together with IPOs, total games investment nearly quadrupled                                                                                                                             120
   Zynga raised $1B+ at a $8.9B valuation                                                       $1,400
                                                                                                                                                                                         100
   Nexon raised $1.2B at $7.2B valuation                                                        $1,200
                                                                                                 $1,000                                                                                  80
Games M&A more than doubled in 2011                                                                $800                                                                                  60
   M&A volume grew 88% to 113 transactions                                                        $600
   M&A value grew 160% to $3.4B                                                                                                                                                         40
                                                                                                   $400
   Average M&A deal size grew 38% to $30.4M
                                                                                                   $200                                                                                  20

Quality investment demand still exceeds supply                                                        $0                                                                                 0
                                                                                                            1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
   High quality, high growth (100% annual revenue growth, 20-50%+ operating
    margin) online/mobile games companies are seeking investment to accelerate                                                     Funds raised                  Number of investments
    growth
   Outside major investment deals, online/mobile games companies still find it                                Global video games mergers and acquisitions ($M)
    challenging to find high quality investors
   Traditional VCs becoming increasingly selective, with a recent trend towards later           $3,500                                                                                  120
    stage games deals. This may change as online/mobile game markets evolve in 2012
                                                                                                 $3,000                                                                                  100

With global consolidation reflecting changing dynamics                                           $2,500
                                                                                                                                                                                         80
   US Console – US Social/Casual: Electronic Arts/Popcap $1.3B
   US Media – US Social/Casual: Disney/Playdom $763M                                            $2,000
   US Gambling – US Social/Casual: IGT/Double Down Interactive $500M                                                                                                                    60
                                                                                                 $1,500
   US Console – Europe Social/Casual: Electronic Arts/Playfish $400M
   Japan Mobile – US Mobile: DeNa/NgMoco:) $400M                                                                                                                                        40
                                                                                                 $1,000
   China Social/Casual/MMO – US MMO: Tencent/Riot Est. $350M-$400M
   US Finance – US Middleware: Visa/Playspan $190M                                                $500                                                                                  20
   China MMO – China MMO: Changyou/17173.com $163M
   Japan Mobile – US Mobile: Gree/Openfeint $104M                                                    $0                                                                                 0
   China MMO – US Advertising: Shanda/Mochi Media $80M                                                     1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
                                                                                                                         Transaction value          Number of transactions


                                                                                         Sources: CapitalIQ (excludes Vivendi Activision and Vivendi Universal Publishing deals), NPD

                                                                                  10     Group, Charttrack, GfK, Activision Blizzard, Companies, Bloomberg, VentureBeat, NY Times
                                                                                         Note: Funds raised/transaction value only includes disclosed or estimated amounts, including
                                                                                         announced earn outs where applicable
                                                                                         * Excludes Tencent’s $760M fund announced in January 2011
With most activity in social, mobile, MMO & middleware*
                                          Sector private placements 2011*                                                                                                 Sector M&A 2011*
                         1,200
                                                                                                                                            1,600
Transaction Value ($M)




                                                                                                                   Transaction Value ($M)
                         1,000                                                  Social/Casual**                                             1,400
                                                                                                                                                                                       MMO                                 Social/Casual
                                                                                                                                            1,200
                          800
                                                                                                                                            1,000
                          600                                                                                                                800
                                                                                 Mobile
                          400                                                                                                                600                                                Middleware
                                           MMO                Middleware
                                                                                                                                             400
                          200Console/PC                                                                                                                                                                                         Mobile
                                                                                                                                             200        Advertising     Console/PC
                                               Advertising
                            -                                                                                                                  -
                                 0        10           20          30      40           50        60                                                0           5        10           15           20            25             30          35
                                                        Transaction Volume                                                                                                       Transaction Volume
                                               Selected private placements*                                                                                                   Selected M&A*
                                                                                                   Deal                                                                                                                                    Deal
     Sector                           Date                   Target          Investors                                  Sector                               Date              Target                        Acquirer
                                                                                                   value                                                                                                                                   value

                   MMO               19 Jan12                                                          $85m    Social/Casual                                13 Jan 12                                                                      $500m


Social/Casual                        17 Oct 11                                                         $30m    Social/Casual                                12 Jul 11                                                                      $1,300m


              Mobile                 04 Dec 11                                                         $26m                           MMO                   26 Apr 11                                                                      $350m


Social/Casual                        01 Aug 11                                                         $35m                      Mobile                     22 Apr 11                                                                      $104m



Middleware                           20 Jul 11                                                         $30m        Middleware                               09 Feb 11                                                                      $190m

                                                                                                                                                                                                                                         Est. $350M-
Social/Casual                        26 May 11                                7 investors              $85m                           MMO                   04 Feb 11
                                                                                                                                                                                                                                           $400M

              Mobile                 10 Mar 11                                                         $42m                      Mobile                     12 Oct10                                                                       $400m



                                      *See full Review and individual Sector Reviews for detailed private placements, M&A, and public company valuations+
                                                                                                                            Sources: CapitalIQ (excludes Vivendi Activision and Vivendi Universal Publishing deals), NPD

                                                                                                              11            Group, Charttrack, GfK, Activision Blizzard, Companies, Bloomberg, VentureBeat
                                                                                                                            Note: Funds raised/transaction value only includes disclosed or estimated amounts, including
                                                                                                                            announced earn outs where applicable
                                                                                                                            + As at 13 February 2012 ** Excludes Tencent’s $760M fund announced in January 2011
Online/mobile independents: invest for growth or exit now

                                Consolidation Curve for Video Games                                                                                  Potential Consolidators+


   Sector              Sector             Sector Growth              Sector                Sector
                                                                                                                                 Asian Games                                                        Media/Other
Consolidation          Launch                for Scale            Consolidation          Equilibrium



    High                                                                          Console/PC



                                                              Client based MMO




                                                     Social/Casual Online
                                                                                                                     •    International growth platforms                               •     Synergy with core business
                                                                                                                     •    IP for strong domestic markets                               •     Leverage distribution platforms

                                              Browser based MMO
  Medium                                                                                                                 Online/Mobile Games                                                        Console Games


                                               Mobile



                Middleware           Social-Mobile




                      Advertising
    Low
                                                                                                                     •    Synergy with core business                                   •     Investment in growth markets
                                                                                                                     •    Diversify revenue streams                                    •     Diversify revenue streams
                   - VC Investment        - Growth equity        - Leveraged            - Limited        Expected
                   - Some small             investment             buyouts                M&A/             Deal
                     M&A                  - High volume,         - Low volume,            investment     Activity*
                                            mid-market             large scale          - Cost focus                                    Also potential private equity/IPO exits
                                            strategic M&A          strategic M&A        - Alliances or
                                                                                          spinoffs




                                                                                                                12
                                                                                                                         * Note: some outlier deals may occur, e.g. Microsoft/Massive acquisition
                                                                                                                         + Note: highlighted companies are for illustrative purposes only
There is an opportunity for dedicated online/mobile game funds

Investing in quality online/mobile games companies*                                                                                      Example Fund Structure
   50-100% annual revenue growth
   20-50%+ operating margin or potential
   $1M+ revenue
   Domestic strength with East/West ambitions (Asia to the West or the West to Asia)                                                          Limited Partners
   Strong management teams, intellectual property and commercial track records with clear exit                                                   Investors
    strategies
   Specific sector focus+
                   Casual/social online                                                                                                                                  Tencent, Shanda,
                                                                                                                                                                          Giant Interactive,
                   iPhone/iPad, other smartphone/tablet                                                                                                                  The9 and Perfect
                   Social-mobile                                                                                                                                         World have invested
                   Browser based MMO                                                                                                                                     in dedicated funds
                   Online/smartphone/tablet middleware
                   Cloud gaming                                                                                                                Game Fund
                   Gamification                                                                                                         $100M+ funds committed
                                                                                                                                         5 year investment period
With clear investment strategy                                                                                                             10 year fund lifetime
   $5M average investment ($1-10M range)
   VC ROI targets (30%+ IRR, 5-10x money multiple)
   Direct Western and Asian investments
   Co-investment with Tier 1 partners
   Clear exit paths via trade sale to strategic game and media corporates as market consolidates
   IPO potential depending on market conditions                                                                                            General Partners
                                                                                                                                        Source, invest in, oversee
And industry standard fund structure                                                                                                   and exit portfolio companies
   $100M+ committed funds
   2012-2016 investment period (aim to invest 75%+, remainder for follow on rounds)
   2012-2021 fund lifetime
   Committed funds fee basis
   Average 2% annual management fee                                                                                                        Portfolio Companies
   20% General Partners carry
          Return of funds invested before carry
          Return of fees before carry




                                                                                               * Equity investments, not project funding/publishing of individual games
                                                                                   13          + Not pure console or retail MMO due to investment risk
                                                                                               Note: example is for illustrative purposes only
There are potential growth and consolidation opportunities*
                                          For major online/mobile games companies
Sector                Mobile               Social/Casual                  MMO                      Console                          Middleware          Advertising

Opportunities    Small to mid-           Small to mid-            Highly selective       Acquire                             Mid-market           Limited organic
                  market tactical          market tactical           large scale M&A for     economically                         online/ mobile        investment
                  tuck-in or strategic     tuck-in or strategic      international           challenged AAA                       middleware           Small strategic
                  roll-up M&A              roll-up M&A               growth platforms        independents to                      strategic roll-up     M&A
                 Selective large         Highly selective          or to bring leading     repurpose for high                   M&A                  Avoid large,
                  scale M&A for            large scale M&A for       IPs into strong         quality online/                     Small tactical        value destroying
                  international            international             domestic markets        mobile games                         M&A to deepen         M&A
                  growth platforms         growth platforms         Mid-market             Avoid large, value                   technology
                  or to bring leading      or to bring leading       strategic roll-up       destroying M&A                       platform and/or
                  IPs into strong          IPs into strong           M&A                                                          cut costs
                  domestic markets         domestic markets         Avoid large, value                                          Invest in game
                 Avoid large, value      Avoid large, value        destroying M&A                                               fund
                  destroying M&A           destroying M&A           Highly selective
                 Organic investment      Organic investment        new IP investment
                  in mobile and            in social, with focus     in client based
                  social-mobile, with      on cross-platform         MMO, preferably
                  focus on cross-         Leverage IPs from         leveraging existing
                  platform (iOS,           social to cross-          IPs
                  Android, Facebook,       platform social-         Focused new IP
                  Tencent, Renren,         mobile                    investment in
                  Gree, DeNA, other)      Commercial                browser based
                 Leverage IPs from        partnerships with         MMO, preferably
                  mobile to cross-         brand owners for          leveraging existing
                  platform social-         licensed social/          IPs
                  mobile                   casual games             Commercial
                 Commercial              Invest in game            partnerships with
                  partnerships with        fund                      brand owners for
                  brand owners for                                   licensed MMOs
                  licensed mobile                                   Invest in game
                  and social-mobile                                  fund
                  games
                 Invest in game
                  fund



                                                                          14               * Note: opportunities are for illustrative purposes only
There are potential growth and consolidation opportunities*
                                                For major console games companies
Sector                Mobile               Social/Casual                 MMO                      Console                          Middleware          Advertising

Opportunities    Small to mid-           Small to mid-           Highly selective       Core franchise                      Mid-market           Limited organic
                  market M&A               market tactical          large scale M&A for     organic investment                   strategic online/     investment
                 Avoid large, value       tuck-in or roll-up       international          Limited new IP                       mobile               Small strategic
                  destroying M&A           M&A                      growth platforms        investment until 8th                 middleware            M&A
                 Organic investment      Avoid large, value       or to bring leading     generation                           roll-up M&A          Avoid large,
                  to leverage existing     destroying M&A           IPs into strong         consoles                            Small tactical        value destroying
                  IPs in mobile and       Organic investment       domestic markets       Avoid large, value                   M&A to deepen         M&A
                  social-mobile with       to leverage existing    Avoid large, value      destroying M&A                       technology
                  focus on cross-          IPs in social/           destroying M&A         Acquire                              platform or cut
                  platform                 casual with focus       Mid-market              economically                         costs
                 Commercial               on cross-platform        strategic M&A           challenged AAA                      Invest in game
                  partnerships with       Commercial              Highly selective        independents to                      fund
                  brand owners for         partnerships with        new IP investment       control internal
                  licensed mobile          brand owners for         in client based         costs or repurpose
                  and social-mobile        licensed social/         MMO, preferably         for high quality
                  games                    casual games             leveraging existing     online/mobile
                 Invest in game          Invest in game           IPs                     games
                  fund                     fund                    Focused new IP         Commercial
                                                                    investment in           partnerships with
                                                                    browser based           brand owners for
                                                                    MMO with focus on       licensed console
                                                                    cross-platform          games
                                                                    potential,             Strategic review of
                                                                    preferably              underperforming
                                                                    leveraging existing     assets with
                                                                    IPs                     potential
                                                                   Commercial              redeployment to
                                                                    partnerships with       online/mobile or
                                                                    brand owners for        disposals through
                                                                    licensed MMOs           M&A
                                                                   Invest in game
                                                                    fund




                                                                         15               * Note: opportunities are for illustrative purposes only
There are potential growth and consolidation opportunities*
                                               For independent games companies
Sector                Mobile              Social/Casual               MMO                      Console                          Middleware          Advertising

Opportunities    VC or growth           VC or growth          VC or growth           Exit to major                       Mid-market           VC or growth
                  equity fundraising      equity fundraising     equity fundraising      games consolidator                   strategic online/     equity
                 Exit to major          Exit to major         Exit to major          Strategic review of                  mobile                fundraising
                  games consolidator      games consolidator     games consolidator      underperforming                      middleware           Exit to major
                 Organic investment     Private equity        Private equity          assets with                          roll-up M&A           games
                  in mobile and           buyout                 buyout                  potential                           VC or growth          consolidator
                  social-mobile, with    Organic investment    Highly selective        redeployment to                      equity               Mid-market
                  focus on cross-         in social/casual       new IP investment       online/mobile or                     fundraising           strategic
                  platform                with focus on          in client based         disposals through                   Exit to major         advertising roll-
                 Leverage IPs from       cross-platform         MMO, preferably         M&A                                  games                 up M&A
                  mobile to cross-       Leverage IPs from      leveraging existing    Core franchise                       consolidator         Small tactical
                  platform social-        social/casual to       IPs                     organic investment                  Private equity        M&A to deepen
                  mobile                  cross-platform        Focused new IP          (if possible)                        buyout                technology
                 Commercial              social-mobile          investment in          Limited new IP                      Small tactical        platform and/or
                  partnerships with      Commercial             browser based           investment until 8th                 M&A to deepen         cut costs
                  brand owners for        partnerships with      MMO with focus on       generation                           technology
                  licensed mobile         brand owners for       cross-platform          consoles                             platform and/or
                  and social-mobile       licensed social/       potential,             Commercial                           cut costs
                  games                   casual and social-     preferably              partnerships with
                                          mobile games           leveraging existing     brand owners for
                                                                 IPs                     licensed console
                                                                Commercial              games
                                                                 partnerships with
                                                                 brand owners for
                                                                 licensed MMOs




                                                                      16               * Note: opportunities are for illustrative purposes only
There are potential growth and consolidation opportunities*
                                                       For venture capital firms
Sector                Mobile               Social/Casual                MMO                      Console                          Middleware          Advertising

Opportunities    Portfolio company       Portfolio company      Portfolio company      Portfolio company                   Portfolio            Portfolio
                  M&A to major             M&A to major            M&A to major            M&A (if any) to                      company M&A           company M&A
                  games                    games                   games                   major games                          to major games        to major games
                  consolidators            consolidators           consolidators           consolidators                        consolidators         consolidators
                 Investment in early     Investment in early    Investment in early                                         Investment in        Selective
                  to late stage mobile     to late stage           to late stage                                                early to late         investment in
                  and social-mobile,       social/casual with      browser based                                                stage                 advertising
                  with focus on            focus on cross-         MMO with focus on                                            online/mobile         platforms
                  cross-platform           platform                cross-platform                                               middleware
                 Investment in           Investment in          Investment in                                                with focus on
                  mobile and social-       social/casual           browser based                                                cross-platform
                  mobile strategic         strategic roll-ups      MMO strategic roll-                                         Investment in
                  roll-ups                Follow-on               ups                                                          online/mobile
                 Follow-on                investments in         Highly selective                                             middleware
                  investments in           portfolio               investment in                                                strategic roll-
                  portfolio                companies pivoting      client based MMO                                             ups
                  companies pivoting       from social/casual
                  from mobile to           to cross-platform
                  cross-platform           social-mobile
                  social-mobile




                                                                        17               * Note: opportunities are for illustrative purposes only
There are potential growth and consolidation opportunities*
                                                       For private equity firms
Sector                Mobile              Social/Casual               MMO                      Console                          Middleware          Advertising

Opportunities    Portfolio company      Portfolio company     Portfolio company      Portfolio company                   Portfolio            Portfolio
                  M&A to major            M&A to major           M&A to major            M&A (if any) to                      company M&A           company M&A
                  games                   games                  games                   major games                          to major games        to major games
                  consolidators           consolidators          consolidators           consolidators                        consolidators         consolidators
                 Selective growth       Growth equity or      Growth equity or                                            Selective growth
                  equity investments      LBO investment in      LBO investment in                                            equity
                  in mobile and           social/casual with     browser based                                                investment in
                  social-mobile, with     focus on cross-        MMO with focus on                                            online/mobile
                  focus on cross-         platform               cross-platform                                               middleware
                  platform               Growth equity         Growth equity                                                with focus on
                 Selective growth        investment in          investment in                                                cross-platform
                  equity investments      social/casual          browser based                                               Selective growth
                  in mobile and           strategic roll-ups     MMO strategic roll-                                          equity
                  social-mobile                                  ups                                                          investment in
                  strategic roll-ups                            Highly selective                                             online/mobile
                                                                 growth equity                                                middleware
                                                                 investment in                                                strategic roll-
                                                                 client based MMO                                             ups




                                                                      18               * Note: opportunities are for illustrative purposes only
There are potential growth and consolidation opportunities*
                                 For major media, technology and telecoms companies
Sector                Mobile              Social/Casual               MMO                     Console                          Middleware          Advertising

Opportunities    Strategic M&A to       Strategic M&A to      Strategic M&A to      Strategic review of                 Small tactical       Small tactical
                  leverage core           leverage core          leverage core          underperforming                      M&A to deepen         M&A to deepen
                  brands,                 brands,                brands,                assets with                          technology            technology
                  distribution            distribution           distribution           potential                            platform or cut       platform or cut
                  platforms and           platforms and          platforms and          redeployment to                      costs                 costs
                  technology              technology             technology             online/mobile or                    Invest in game       Avoid large,
                 Avoid large, value     Avoid large, value    Avoid large, value     disposals through                    fund                  value destroying
                  destroying M&A          destroying M&A         destroying M&A         M&A                                                        M&A
                 Commercial             Commercial            Commercial            Commercial                                                Limited organic
                  partnerships with       partnerships with      partnerships with      partnerships with                                          investment
                  games companies         games companies        games companies        games companies
                  for licensed mobile     for licensed           for licensed MMO       for licensed
                  and social-mobile       social/casual          games                  console games
                  games                   games                 Avoid standalone      Limited organic
                 Avoid standalone       Avoid standalone       organic investment     investment
                  organic investment      organic investment     due to different
                  due to different        due to different       core competencies
                  core competencies       core competencies     Invest in game
                 Invest in game         Invest in game         fund
                  fund                    fund




                                                                     19               * Note: opportunities are for illustrative purposes only
Detailed contents (of full Games Investment Review and individual Sector Reviews)
1. Executive summary                                                       2. Mobile/tablet sector review

a) Games global market overview                                            a) Global sector size
   i.   Market segmentation                                                    i.   Mobile games revenue (2006-2015F)
   ii. Global games revenue by sector (2006-2015F)                             ii. Smartphone/tablet sales by OS (2010-2015F)
   iii. Online/mobile games revenue (2006-2015F)                               iii. Mobile broadband subscribers (2006-2011F)
b) Games global investment and M&A market overview                         b) Sector segmentation
   i.   Games private placements (1998-2011)                               c) Mobile user Lifetime Value economics
   ii. Games M&A (1998-2011)                                               d) Mobile user acquisition approach
   iii. Games sector private placements by sector (2011)                   e) iOS vs Android
   iv. Games sector M&A by sector (2011)                                       i.   Total apps available
   v.   Games sector consolidation curve                                       ii. Games share of Top 300 apps (US paid and free)
   vi. Potential games market consolidators                                    iii. Game genre share
c) Potential games sector investment/M&A opportunities**                   f) DeNA and Gree analysis
    i.  By sector (mobile, social/casual, MMO, console, middleware,            i.   Revenue, EBITDA, users
        advertising)                                                       g) Public company comparables including 2010, 2011(A/F) and 2012F
    ii. By company type (major online/mobile games, major console             Revenue and EBITDA multiples (Com2Us, DeNA, Gameloft, Gamevil,
        games, independent games, venture capital, private equity,            Glu Mobile, Gree, Mixi)
        major technology, media and telecoms)                              h) Sector M&A transactions (2010, 2011, 2012*) including target,
                                                                              acquirer and deal value (where available)
                                                                           i) Sector private placement transactions (2010, 2011, 2012*)
                                                                              including target, acquirer and deal value (where available)
                                                                           j) Potential sector investment/M&A opportunities** by company type
                                                                              (major online/mobile games, major console games, independent
                                                                              games, venture capital, private equity, major technology, media and
                                                                              telecoms)




                                                                      20        * At 13th February 2012
                                                                                ** For illustrative purposes only
Detailed contents (of full Games Investment Review and individual Sector Reviews)
3. Social/casual sector review                                                4. MMO sector review

a) Sector size                                                                a) Sector market share
    i.   Global social games revenue (2010-2014E)                                i.    By game
    ii. Casual players vs payers male:female ratio                               ii.   By genre
    iii. Social player age profile (UK)                                       b) Sector segmentation
b) Sector segmentation                                                        c) Nexon analysis
   i.    Top 40 Facebook social games company market share                       i.    Revenue
   ii.   Social network average developer revenue shares (Facebook,              ii.   Revenue vs EBITDA
         Tencent, RenRen, Sina Weibo, Mixi)                                      iii. Game franchise lifetime revenues
   iii. Total games portfolio DAU vs average DAU per game (Top 40                iv. Regional revenues
         Facebook games publishers)                                           d) Public company comparables including 2010, 2011(A/F) and 2012F
c) Zynga analysis                                                                revenue and EBITDA multiples (Activision Blizzard, ChangYou,
   i.    Major game DAU curves                                                   Giant Interactive, NCSoft, Nexon, Netease, Perfect World, Shanda
   ii.   Financials vs users                                                     Games, Sohu, Tencent)
d) Paying players in social games analysis (average spend, share of           e) Sector M&A transactions (2010, 2011, 2012*) including target,
   revenue, share of paying players)                                             acquirer and deal value (where available)
e) Value chain                                                                f) Sector private placement transactions (2010, 2011, 2012*)
f) Tencent analysis                                                              including target, acquirer and deal value (where available)
   i.    Games revenue                                                        g) Potential sector investment/M&A opportunities** by company type
   ii.   Chinese games market share                                              (major online/mobile games, major console games, independent
g) Public company comparables including 2010, 2011(A/F) and 2012F                games, venture capital, private equity, major technology, media and
   revenue and EBITDA multiples (Electronic Arts, G5 Entertainment,              telecoms)
   Gigamedia, Real Networks, Zynga, Asiasoft, Gamania, Kingsoft,
   Tencent)
h) Sector M&A transactions (2010, 2011, 2012*) including target,
   acquirer and deal value (where available)
i) Sector private placement transactions (2010, 2011, 2012*)
   including target, acquirer and deal value (where available)
j) Potential sector investment/M&A opportunities** by company type
   (major online/mobile games, major console games, independent
   games, venture capital, private equity, major technology, media and
   telecoms)



                                                                         21        * At 13th February 2012
                                                                                   ** For illustrative purposes only
Detailed contents (of full Games Investment Review and individual Sector Reviews)
5. Console sector review                                                      6. Games middleware sector review

a) Sector size                                                                a) Value Chain
   i.    Global console games revenue by region (2006-2015F)                  b) Sector M&A transactions (2010, 2011, 2012*) including target,
b) Console games economics                                                       acquirer and deal value (where available)
   i.    Development costs vs sales                                           c) Sector private placement transactions (2010, 2011, 2012*)
   ii.   Major franchise sales                                                   including target, acquirer and deal value (where available)
   iii. Publisher economics                                                   d) Potential sector investment/M&A opportunities** by company type
   iv. Financing models                                                          (major online/mobile games, major console games, independent
c) Value chain                                                                   games, venture capital, private equity, major technology, media and
d) Sector segmentation                                                           telecoms)
e) Public company comparables including 2010, 2011(A/F) and 2012F
   revenue and EBITDA multiples (Activision Blizzard, Electronic Arts,        7. Games advertising sector review
   Gamestop, Take Two Interactive, THQ, Capcom, Konami, Namco
   Bandai, Nintendo, Sega Sammy, Square Enix, Atari, Game Group,              a) Sector size
   Gameloft, Ubisoft)                                                            i.   Global games advertising revenue (2006-2015F)
f) Sector M&A transactions (2010, 2011, 2012*) including target,              b) Sector M&A transactions (2010, 2011, 2012*) including target,
   acquirer and deal value (where available)                                     acquirer and deal value (where available)
g) Sector private placement transactions (2010, 2011, 2012*)                  c) Sector private placement transactions (2010, 2011, 2012*)
   including target, acquirer and deal value (where available)                   including target, acquirer and deal value (where available)
h) Potential sector investment/M&A opportunities** by company type            d) Potential sector investment/M&A opportunities** by company type
   (major online/mobile games, major console games, independent                  (major online/mobile games, major console games, independent
   games, venture capital, private equity, major technology, media and           games, venture capital, private equity, major technology, media and
   telecoms)                                                                     telecoms)




                                                                         22        * At 13th February 2012
                                                                                   ** For illustrative purposes only
Full Games Investment Review and individual Sector Reviews

Reports

Global Games Investment Review 2012 (102 pages) $999                  Buy Now

(includes all individual Sector Reviews below)

Individual Sector Reviews
(dynamics, trends, 2012*/2011/2010 private placements and M&A, public company comparables*)


Mobile/Tablet Games Review 2012 (17 pages) $499                  Buy Now


Social/Casual Games Review 2012 (18 pages) $499                  Buy Now


MMO Games Review 2012 (12 pages) $499               Buy Now


Console Games Review 2012 (14 pages) $499              Buy Now


Games Middleware Review 2012 (8 pages) $249                Buy Now


Games Advertising Review 2012 (4 pages) $99              Buy Now




* As at 13th February 2012. No public company comparables for Middleware or Advertising




                                                                 23
About Digi-Capital




        24
About Digi-Capital
Digi-Capital is a digital investment bank focused on games
• Focused on high growth games companies across America, Europe and Asia (China, Japan, South Korea)
• Video games, digital media, digital services, mobile, software and media industry specialist
• Regulated by the Financial Services Authority with US SEC Regulation 15a-6 coverage
• UK and China, US operating relationship

Managing high growth digital companies’ and investors’ investment banking needs
• Fundraising/investment
• Exit/sale
• Merger
• Acquisition
• Venture partner
• Restructuring

Leveraging broad experience
• Investment banking, software engineering and corporate

Working with leading clients and high growth independents




                        Global video games            Global media                      Global media           Global online casual games




                       Global business media       Global online games           Media, communications, tech   Global growth private equity
                                                                                   focused private equity




                       Mobile social games     iPhone/iPad games and apps    Cross-platform transmedia games          Social games




                                                                            25
Global Games Investment Review
                               Executive Summary

                                      2012

                       Contact: tim.merel@ digi-capital.com




www.digi-capital.com                                     © Digi-Capital Limited 2012

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Video games investment review

  • 1. Global Games Investment Review Executive Summary 2012 “Amazingly complete report, great stuff! I don’t send out a lot of unsolicited random compliments, but you guys earned this one!” Dr. Mike Capps* President Epic Games (Infinity Blade, Gears of War, Unreal, Unreal Engine) www.digi-capital.com * Commenting on 2011 Review © Digi-Capital Limited 2012
  • 2. Disclaimer This document has been produced by Digi-Capital Limited and is furnished to you solely for your information and may not be reproduced or redistributed, in whole or in part, to any other person. No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information contained herein and, accordingly, Digi-Capital Limited does not accept any liability whatsoever arising directly or indirectly from the use of this document. In particular, the inclusion of any financial projections are presented solely for illustrative purposes and do not constitute a forecast. The recipient should independently review the underlying assumptions of the financial projections. This document is intended for initial contact with individuals and entities known to Digi-Capital Limited. This document is intended for use by the individual to whom it is sent, it is confidential and may not be reproduced in any form, further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose without the prior written consent of Digi-Capital Limited. In the event that you are not the recipient indicated and you have inadvertently received this document, please delete it immediately. This document does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to purchase, subscribe for, or otherwise acquire any securities nor shall it or any part of it nor the fact of its distribution form the basis of or be relied upon in connection with any contract or commitment whatsoever. Any investment decision should be made solely on final documentation, and then only after review of the diligence materials and consideration of all relevant risks. Digi-Capital Limited does not have any responsibility for the information contained herein and does not make any representations or warranties, express or implied, as to the adequacy, accuracy or completeness of any statements, estimates or other information contained in this document. The information contained herein, while obtained from sources believed to be reliable, is not guaranteed as to its accuracy or completeness. This document may include forward-looking statements, including, but not limited to, statements as to future operating results and potential acquisitions and contracts. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “anticipates”, “aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans” or “targets”. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. No assurances can be given that the forward-looking statements in this document will be realised. Digi-Capital Limited does not intend to update these forward-looking statements. No securities regulatory authority has approved or expressed an opinion about Digi-Capital Limited’s business prospects or any related securities. Any such securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any other state or federal securities laws and may not be offered or sold in the United States of America absent registration under the Securities Act or an exemption from the registration requirements thereof. Digi-Capital Limited and any entity referred to in this document have not and will not be registered under the United States Securities Exchange Act of 1934, as amended or the US Investment Company Act of 1940, as amended, and any related securities may not be offered or sold or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except under circumstances which will not require Digi-Capital Limited or any associated entity to register in the United States in accordance with the foregoing laws or any other law. Digi-Capital Limited is authorised and regulated by the Financial Services Authority. Digi-Capital Limited is the copyright owner of this document and does not grant you any licence to copy, adapt or distribute it, in whole or in part, without Digi-Capital Limited’s written permission to do so. 2
  • 3. Contents (of full Games Investment Review and individual Sector Reviews) Executive summary (free) 4 Sector Reviews (dynamics, trends, 2012*/2011/2010 private placements and M&A, public company comparables*) – Mobile/tablet 21 – Social/casual 39 – Massively Multiplayer Online (MMO) 58 – Console 71 – Middleware 86 – Advertising 95 About Digi-Capital 100 * As at 13th February 2012. No public company comparables for Middleware or Advertising 3
  • 5. ConsolidationVille: Social Games 1.0 M&A in 2012 Games investment and M&A more than doubled in 2011  Private placements grew value by 96% to $2B, volume by 67% to 152 transactions, average fundraising round size by 17% to $13M  Together with Zynga ($1B+) and Nexon ($1.2B) IPOs, investment value nearly quadrupled  M&A grew value by 160% to $3.4B, volume by 88% to 113 transactions, average transaction size by 38% to $30.4M  Private placement and M&A activity led by social, mobile, MMO and middleware Social Games 1.0 M&A in 2012 – exit or consolidate (or you might miss the boat)  Social/casual dominated investment and M&A in 2011 (57% of private placement value, 45% of M&A value)  Zynga IPO may be the high water mark for Social Games 1.0, as it becomes harder to keep social games social (i.e. user acquisition and retention)  Analysis comparing total games portfolio DAU and average individual game DAU shows some (e.g. Wooga, King) but not all delivering in a crowded market  Current sector dynamics and dealflow indicates 2012 could be the year for Social Games 1.0 consolidating M&A Social-mobile and cross-platform are the next battlegrounds for games investment and M&A  Mobile/tablet 2nd in transaction volume (30% private placement, 27% M&A) but not value (16% private placement, 4% M&A) as an early stage market  DeNA (2011 >$1.4B revenue at 50% operating margin) and Gree (12 months to December 2011 >$1.4B revenue at 46% operating margin) show what investment in social-mobile games can deliver  Mobile/tablet, social-mobile and cross-platform (iOS/Android/social network) attracting serious interest from both investors and acquirers Free-to-play and new market entrants reinvigorating MMO* M&A and investment opportunities  MMO 2nd (31%) in M&A value due to large scale transactions, but only 4 th (8%) in private placement value due to investment risk profile  Nexon (>$1.1B revenue at 58% EBITDA margin in 2011) shows why the MMO market is moving towards free-to-play  Consolidating M&A and investment opportunities through 2012 due to continued MMO market transition and growth Asian consolidating M&A and investment hold great promise, but local knowledge and relationship gaps remain  Strong Chinese, Japanese and South Korean games companies are looking for Western M&A and investments, but local knowledge and relationship gaps remain  Similarly Western games companies are looking for strong Chinese, Japanese and South Korean partners, but face the opposite side of the same challenge  By bridging relationships and different business/investment cultures, this may become one of the dominant axes for games M&A and investment Console giants must accelerate pivot to online/mobile  Electronic Arts has led the way with blockbuster M&A of PopCap and Playfish, yielding synergies with Sims Social  Other cash generative console/MMO publishers have a window of opportunity for online/mobile investments and M&A before it is too late to change Middleware is the dark horse generating significant investment and M&A  Middleware 3rd by value in both private placements (18%) and M&A (16%) despite being lower profile than consumer games sectors  High profile M&A from non-traditional sources such as Visa’s acquisition of PlaySpan for $190M shows the potential for middleware investors/management  Accelerating M&A and investment in online/mobile middleware driven by growth in underlying online/mobile games markets 5 * MMO = Massively Multiplayer Online games
  • 6. The video games market continues to transform across sectors Mobile/tablet (iPhone/iPad/Android) Social mobile  Single player mobile games  Multiplayer mobile games  Played on smartphones/tablets  Played on smartphones/tablets  Example company: Rovio  Example company: Gree Social online Casual online  Simple multiplayer online games  Simple single player online/download games  Played on social networks  Played on browser or downloaded  Example company: Zynga  Example company: Big Fish Games Client based Massively Multiplayer Online (“MMO”) Browser based MMO  Thousands of simultaneous online player games  Thousands of simultaneous online player games  Played on PC/Console (via retail or digital download)  Played on browser based online MMO websites  Example company: NCSoft  Example company: Gameforge Console Middleware (online, mobile and console/PC)  Retail/digital download console games  Technology for online/smartphone/tablet games  Played on PS3, XBox360, Wii, 3DS, PSP  Software as a Service B2B business model  Example company: Activision Blizzard  Example company: Unity 6
  • 7. As online/mobile games both grow and fragment the market Online/mobile growing scale and share  2010P $22B revenue = 39% of global video games revenue  2015F $41B revenue = 50% of global video games revenue As consumer markets fragment  Apple, Google grew Casual Mobile market (25B+ Apps downloaded)  Gree, DeNA grew Social-Mobile market (170M+ users) Online/Mobile  Tencent, Zynga, Yahoo!, Big Fish Games grew Social/Casual Web market (1B+ users)  Gameforge, Bigpoint grew free-to-play Browser MMO market (500M+ registered users)  Activision-Blizzard, Nexon, NCSoft grew Client MMO market (40m+ subscribers/users)  Wii grew Casual Console market (89M+ Wii’s sold)  Onlive, Gaikai growing Cloud-Gaming across web/mobile/TV (no console) Supported by profitable business models  Best companies growing revenue 100%+ annually while also generating 20-50+% EBITDA margins  App stores: paid and free-to-play, virtual goods, advertising Hardcore Casual  World of Warcraft: $12.99-$14.99 monthly fee  Zynga: free-to-play, virtual goods, advertising  Gree: free-to-play, virtual goods, advertising  Nexon: free-to-play, virtual goods And requiring specific skills and approaches  Multiple, parallel game development business platforms (not “one game” hit driven companies)  Multiple distributors (not just Facebook) across platforms and geographies  Rapid, low cost game development and continuous daily redevelopment cycles for rapid market response Console/PC  Fast failure (cut commercial losers, back commercial winners)  Strong analytics (to maximise commercial returns)  Aimed at delivering true scalability and category leadership, with profit margins increasing as revenue grows Sources: PWC, Companies, Casual Gaming Association, 7 TechCrunch, Inside Network Note: Online includes MMO, casual and social games. Total revenue excludes hardware revenue
  • 8. Creating the Big V: the great games market split Value Volume (large long-term niche) (mass market growth) Europe America China Japan Social India Mobile Retail MMO South Korea Social-mobile Brazil Console Free-to-play MMO Online/mobile middleware Users: thousands to tens of millions Users: thousands to hundreds of millions ARPU: $-$$$ ARPU: ¢ - $$ Costs: $ millions to tens of millions Costs: $ tens of thousands to millions Operating profit: negative to 20%+ Operating profit: negative to 70%+ Growth rates: negative to <10% Growth rates: negative to 100%+ Business model: unit sales, subscriptions, virtual goods Business model: unit sales, free, virtual goods, ads 8
  • 9. Asia, not America, could dominate the global games market Global Video Games Sector Revenue ($B) Online† and mobile games should grow total video games 90 market size to $82B and take 80 50% revenue share at $41B 70 (14% CAGR 11F-15F). The 60 historically strong pure 50 console* sector is flat to down 40 30 Asia and Europe should take 20 87% revenue share for online 10 and mobile games (China 36%, 0 Europe 20%, South Korea 2006 2007 2008 2009 2010P 2011F 2012F 2013F 2014F 2015F 12%, Japan 10% in 2015F). Console Online Mobile PC Advertising North America remains Regional Online/Mobile Games Revenue ($B) important 45 40 35 Chinese, Japanese and South 30 Korean domestic strength has 25 produced high volume (up to 20 20M peak concurrent users), 15 low ARPU**, cost efficient 10 games businesses with up to 5 50%+ operating margins, 0 enabling significant 2006 2007 2008 2009 2010P 2011F 2012F 2013F 2014F 2015F investment in foreign markets Asia Europe North America Latin America Sources: PWC (excludes hardware revenue), Companies 9 * Note: Pure console excludes MMO † Note: Online includes MMO, casual and social games ** Average Revenue per User
  • 10. Games investment and M&A more than doubled in 2011 Games private placements nearly doubled in 2011* Global video games private placements* ($M)  Private placement volume grew 67% to 152 transactions  Private placement value grew 96% to $2B $2,000 160  Average private placement deal size grew 17% to $13M $1,800 140 $1,600 Together with IPOs, total games investment nearly quadrupled 120  Zynga raised $1B+ at a $8.9B valuation $1,400 100  Nexon raised $1.2B at $7.2B valuation $1,200 $1,000 80 Games M&A more than doubled in 2011 $800 60  M&A volume grew 88% to 113 transactions $600  M&A value grew 160% to $3.4B 40 $400  Average M&A deal size grew 38% to $30.4M $200 20 Quality investment demand still exceeds supply $0 0 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011  High quality, high growth (100% annual revenue growth, 20-50%+ operating margin) online/mobile games companies are seeking investment to accelerate Funds raised Number of investments growth  Outside major investment deals, online/mobile games companies still find it Global video games mergers and acquisitions ($M) challenging to find high quality investors  Traditional VCs becoming increasingly selective, with a recent trend towards later $3,500 120 stage games deals. This may change as online/mobile game markets evolve in 2012 $3,000 100 With global consolidation reflecting changing dynamics $2,500 80  US Console – US Social/Casual: Electronic Arts/Popcap $1.3B  US Media – US Social/Casual: Disney/Playdom $763M $2,000  US Gambling – US Social/Casual: IGT/Double Down Interactive $500M 60 $1,500  US Console – Europe Social/Casual: Electronic Arts/Playfish $400M  Japan Mobile – US Mobile: DeNa/NgMoco:) $400M 40 $1,000  China Social/Casual/MMO – US MMO: Tencent/Riot Est. $350M-$400M  US Finance – US Middleware: Visa/Playspan $190M $500 20  China MMO – China MMO: Changyou/17173.com $163M  Japan Mobile – US Mobile: Gree/Openfeint $104M $0 0  China MMO – US Advertising: Shanda/Mochi Media $80M 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Transaction value Number of transactions Sources: CapitalIQ (excludes Vivendi Activision and Vivendi Universal Publishing deals), NPD 10 Group, Charttrack, GfK, Activision Blizzard, Companies, Bloomberg, VentureBeat, NY Times Note: Funds raised/transaction value only includes disclosed or estimated amounts, including announced earn outs where applicable * Excludes Tencent’s $760M fund announced in January 2011
  • 11. With most activity in social, mobile, MMO & middleware* Sector private placements 2011* Sector M&A 2011* 1,200 1,600 Transaction Value ($M) Transaction Value ($M) 1,000 Social/Casual** 1,400 MMO Social/Casual 1,200 800 1,000 600 800 Mobile 400 600 Middleware MMO Middleware 400 200Console/PC Mobile 200 Advertising Console/PC Advertising - - 0 10 20 30 40 50 60 0 5 10 15 20 25 30 35 Transaction Volume Transaction Volume Selected private placements* Selected M&A* Deal Deal Sector Date Target Investors Sector Date Target Acquirer value value MMO 19 Jan12 $85m Social/Casual 13 Jan 12 $500m Social/Casual 17 Oct 11 $30m Social/Casual 12 Jul 11 $1,300m Mobile 04 Dec 11 $26m MMO 26 Apr 11 $350m Social/Casual 01 Aug 11 $35m Mobile 22 Apr 11 $104m Middleware 20 Jul 11 $30m Middleware 09 Feb 11 $190m Est. $350M- Social/Casual 26 May 11 7 investors $85m MMO 04 Feb 11 $400M Mobile 10 Mar 11 $42m Mobile 12 Oct10 $400m *See full Review and individual Sector Reviews for detailed private placements, M&A, and public company valuations+ Sources: CapitalIQ (excludes Vivendi Activision and Vivendi Universal Publishing deals), NPD 11 Group, Charttrack, GfK, Activision Blizzard, Companies, Bloomberg, VentureBeat Note: Funds raised/transaction value only includes disclosed or estimated amounts, including announced earn outs where applicable + As at 13 February 2012 ** Excludes Tencent’s $760M fund announced in January 2011
  • 12. Online/mobile independents: invest for growth or exit now Consolidation Curve for Video Games Potential Consolidators+ Sector Sector Sector Growth Sector Sector Asian Games Media/Other Consolidation Launch for Scale Consolidation Equilibrium High Console/PC Client based MMO Social/Casual Online • International growth platforms • Synergy with core business • IP for strong domestic markets • Leverage distribution platforms Browser based MMO Medium Online/Mobile Games Console Games Mobile Middleware Social-Mobile Advertising Low • Synergy with core business • Investment in growth markets • Diversify revenue streams • Diversify revenue streams - VC Investment - Growth equity - Leveraged - Limited Expected - Some small investment buyouts M&A/ Deal M&A - High volume, - Low volume, investment Activity* mid-market large scale - Cost focus Also potential private equity/IPO exits strategic M&A strategic M&A - Alliances or spinoffs 12 * Note: some outlier deals may occur, e.g. Microsoft/Massive acquisition + Note: highlighted companies are for illustrative purposes only
  • 13. There is an opportunity for dedicated online/mobile game funds Investing in quality online/mobile games companies* Example Fund Structure  50-100% annual revenue growth  20-50%+ operating margin or potential  $1M+ revenue  Domestic strength with East/West ambitions (Asia to the West or the West to Asia) Limited Partners  Strong management teams, intellectual property and commercial track records with clear exit Investors strategies  Specific sector focus+  Casual/social online Tencent, Shanda, Giant Interactive,  iPhone/iPad, other smartphone/tablet The9 and Perfect  Social-mobile World have invested  Browser based MMO in dedicated funds  Online/smartphone/tablet middleware  Cloud gaming Game Fund  Gamification $100M+ funds committed 5 year investment period With clear investment strategy 10 year fund lifetime  $5M average investment ($1-10M range)  VC ROI targets (30%+ IRR, 5-10x money multiple)  Direct Western and Asian investments  Co-investment with Tier 1 partners  Clear exit paths via trade sale to strategic game and media corporates as market consolidates  IPO potential depending on market conditions General Partners Source, invest in, oversee And industry standard fund structure and exit portfolio companies  $100M+ committed funds  2012-2016 investment period (aim to invest 75%+, remainder for follow on rounds)  2012-2021 fund lifetime  Committed funds fee basis  Average 2% annual management fee Portfolio Companies  20% General Partners carry  Return of funds invested before carry  Return of fees before carry * Equity investments, not project funding/publishing of individual games 13 + Not pure console or retail MMO due to investment risk Note: example is for illustrative purposes only
  • 14. There are potential growth and consolidation opportunities* For major online/mobile games companies Sector Mobile Social/Casual MMO Console Middleware Advertising Opportunities  Small to mid-  Small to mid-  Highly selective  Acquire  Mid-market  Limited organic market tactical market tactical large scale M&A for economically online/ mobile investment tuck-in or strategic tuck-in or strategic international challenged AAA middleware  Small strategic roll-up M&A roll-up M&A growth platforms independents to strategic roll-up M&A  Selective large  Highly selective or to bring leading repurpose for high M&A  Avoid large, scale M&A for large scale M&A for IPs into strong quality online/  Small tactical value destroying international international domestic markets mobile games M&A to deepen M&A growth platforms growth platforms  Mid-market  Avoid large, value technology or to bring leading or to bring leading strategic roll-up destroying M&A platform and/or IPs into strong IPs into strong M&A cut costs domestic markets domestic markets  Avoid large, value  Invest in game  Avoid large, value  Avoid large, value destroying M&A fund destroying M&A destroying M&A  Highly selective  Organic investment  Organic investment new IP investment in mobile and in social, with focus in client based social-mobile, with on cross-platform MMO, preferably focus on cross-  Leverage IPs from leveraging existing platform (iOS, social to cross- IPs Android, Facebook, platform social-  Focused new IP Tencent, Renren, mobile investment in Gree, DeNA, other)  Commercial browser based  Leverage IPs from partnerships with MMO, preferably mobile to cross- brand owners for leveraging existing platform social- licensed social/ IPs mobile casual games  Commercial  Commercial  Invest in game partnerships with partnerships with fund brand owners for brand owners for licensed MMOs licensed mobile  Invest in game and social-mobile fund games  Invest in game fund 14 * Note: opportunities are for illustrative purposes only
  • 15. There are potential growth and consolidation opportunities* For major console games companies Sector Mobile Social/Casual MMO Console Middleware Advertising Opportunities  Small to mid-  Small to mid-  Highly selective  Core franchise  Mid-market  Limited organic market M&A market tactical large scale M&A for organic investment strategic online/ investment  Avoid large, value tuck-in or roll-up international  Limited new IP mobile  Small strategic destroying M&A M&A growth platforms investment until 8th middleware M&A  Organic investment  Avoid large, value or to bring leading generation roll-up M&A  Avoid large, to leverage existing destroying M&A IPs into strong consoles  Small tactical value destroying IPs in mobile and  Organic investment domestic markets  Avoid large, value M&A to deepen M&A social-mobile with to leverage existing  Avoid large, value destroying M&A technology focus on cross- IPs in social/ destroying M&A  Acquire platform or cut platform casual with focus  Mid-market economically costs  Commercial on cross-platform strategic M&A challenged AAA  Invest in game partnerships with  Commercial  Highly selective independents to fund brand owners for partnerships with new IP investment control internal licensed mobile brand owners for in client based costs or repurpose and social-mobile licensed social/ MMO, preferably for high quality games casual games leveraging existing online/mobile  Invest in game  Invest in game IPs games fund fund  Focused new IP  Commercial investment in partnerships with browser based brand owners for MMO with focus on licensed console cross-platform games potential,  Strategic review of preferably underperforming leveraging existing assets with IPs potential  Commercial redeployment to partnerships with online/mobile or brand owners for disposals through licensed MMOs M&A  Invest in game fund 15 * Note: opportunities are for illustrative purposes only
  • 16. There are potential growth and consolidation opportunities* For independent games companies Sector Mobile Social/Casual MMO Console Middleware Advertising Opportunities  VC or growth  VC or growth  VC or growth  Exit to major  Mid-market  VC or growth equity fundraising equity fundraising equity fundraising games consolidator strategic online/ equity  Exit to major  Exit to major  Exit to major  Strategic review of mobile fundraising games consolidator games consolidator games consolidator underperforming middleware  Exit to major  Organic investment  Private equity  Private equity assets with roll-up M&A games in mobile and buyout buyout potential  VC or growth consolidator social-mobile, with  Organic investment  Highly selective redeployment to equity  Mid-market focus on cross- in social/casual new IP investment online/mobile or fundraising strategic platform with focus on in client based disposals through  Exit to major advertising roll-  Leverage IPs from cross-platform MMO, preferably M&A games up M&A mobile to cross-  Leverage IPs from leveraging existing  Core franchise consolidator  Small tactical platform social- social/casual to IPs organic investment  Private equity M&A to deepen mobile cross-platform  Focused new IP (if possible) buyout technology  Commercial social-mobile investment in  Limited new IP  Small tactical platform and/or partnerships with  Commercial browser based investment until 8th M&A to deepen cut costs brand owners for partnerships with MMO with focus on generation technology licensed mobile brand owners for cross-platform consoles platform and/or and social-mobile licensed social/ potential,  Commercial cut costs games casual and social- preferably partnerships with mobile games leveraging existing brand owners for IPs licensed console  Commercial games partnerships with brand owners for licensed MMOs 16 * Note: opportunities are for illustrative purposes only
  • 17. There are potential growth and consolidation opportunities* For venture capital firms Sector Mobile Social/Casual MMO Console Middleware Advertising Opportunities  Portfolio company  Portfolio company  Portfolio company  Portfolio company  Portfolio  Portfolio M&A to major M&A to major M&A to major M&A (if any) to company M&A company M&A games games games major games to major games to major games consolidators consolidators consolidators consolidators consolidators consolidators  Investment in early  Investment in early  Investment in early  Investment in  Selective to late stage mobile to late stage to late stage early to late investment in and social-mobile, social/casual with browser based stage advertising with focus on focus on cross- MMO with focus on online/mobile platforms cross-platform platform cross-platform middleware  Investment in  Investment in  Investment in with focus on mobile and social- social/casual browser based cross-platform mobile strategic strategic roll-ups MMO strategic roll-  Investment in roll-ups  Follow-on ups online/mobile  Follow-on investments in  Highly selective middleware investments in portfolio investment in strategic roll- portfolio companies pivoting client based MMO ups companies pivoting from social/casual from mobile to to cross-platform cross-platform social-mobile social-mobile 17 * Note: opportunities are for illustrative purposes only
  • 18. There are potential growth and consolidation opportunities* For private equity firms Sector Mobile Social/Casual MMO Console Middleware Advertising Opportunities  Portfolio company  Portfolio company  Portfolio company  Portfolio company  Portfolio  Portfolio M&A to major M&A to major M&A to major M&A (if any) to company M&A company M&A games games games major games to major games to major games consolidators consolidators consolidators consolidators consolidators consolidators  Selective growth  Growth equity or  Growth equity or  Selective growth equity investments LBO investment in LBO investment in equity in mobile and social/casual with browser based investment in social-mobile, with focus on cross- MMO with focus on online/mobile focus on cross- platform cross-platform middleware platform  Growth equity  Growth equity with focus on  Selective growth investment in investment in cross-platform equity investments social/casual browser based  Selective growth in mobile and strategic roll-ups MMO strategic roll- equity social-mobile ups investment in strategic roll-ups  Highly selective online/mobile growth equity middleware investment in strategic roll- client based MMO ups 18 * Note: opportunities are for illustrative purposes only
  • 19. There are potential growth and consolidation opportunities* For major media, technology and telecoms companies Sector Mobile Social/Casual MMO Console Middleware Advertising Opportunities  Strategic M&A to  Strategic M&A to  Strategic M&A to  Strategic review of  Small tactical  Small tactical leverage core leverage core leverage core underperforming M&A to deepen M&A to deepen brands, brands, brands, assets with technology technology distribution distribution distribution potential platform or cut platform or cut platforms and platforms and platforms and redeployment to costs costs technology technology technology online/mobile or  Invest in game  Avoid large,  Avoid large, value  Avoid large, value  Avoid large, value disposals through fund value destroying destroying M&A destroying M&A destroying M&A M&A M&A  Commercial  Commercial  Commercial  Commercial  Limited organic partnerships with partnerships with partnerships with partnerships with investment games companies games companies games companies games companies for licensed mobile for licensed for licensed MMO for licensed and social-mobile social/casual games console games games games  Avoid standalone  Limited organic  Avoid standalone  Avoid standalone organic investment investment organic investment organic investment due to different due to different due to different core competencies core competencies core competencies  Invest in game  Invest in game  Invest in game fund fund fund 19 * Note: opportunities are for illustrative purposes only
  • 20. Detailed contents (of full Games Investment Review and individual Sector Reviews) 1. Executive summary 2. Mobile/tablet sector review a) Games global market overview a) Global sector size i. Market segmentation i. Mobile games revenue (2006-2015F) ii. Global games revenue by sector (2006-2015F) ii. Smartphone/tablet sales by OS (2010-2015F) iii. Online/mobile games revenue (2006-2015F) iii. Mobile broadband subscribers (2006-2011F) b) Games global investment and M&A market overview b) Sector segmentation i. Games private placements (1998-2011) c) Mobile user Lifetime Value economics ii. Games M&A (1998-2011) d) Mobile user acquisition approach iii. Games sector private placements by sector (2011) e) iOS vs Android iv. Games sector M&A by sector (2011) i. Total apps available v. Games sector consolidation curve ii. Games share of Top 300 apps (US paid and free) vi. Potential games market consolidators iii. Game genre share c) Potential games sector investment/M&A opportunities** f) DeNA and Gree analysis i. By sector (mobile, social/casual, MMO, console, middleware, i. Revenue, EBITDA, users advertising) g) Public company comparables including 2010, 2011(A/F) and 2012F ii. By company type (major online/mobile games, major console Revenue and EBITDA multiples (Com2Us, DeNA, Gameloft, Gamevil, games, independent games, venture capital, private equity, Glu Mobile, Gree, Mixi) major technology, media and telecoms) h) Sector M&A transactions (2010, 2011, 2012*) including target, acquirer and deal value (where available) i) Sector private placement transactions (2010, 2011, 2012*) including target, acquirer and deal value (where available) j) Potential sector investment/M&A opportunities** by company type (major online/mobile games, major console games, independent games, venture capital, private equity, major technology, media and telecoms) 20 * At 13th February 2012 ** For illustrative purposes only
  • 21. Detailed contents (of full Games Investment Review and individual Sector Reviews) 3. Social/casual sector review 4. MMO sector review a) Sector size a) Sector market share i. Global social games revenue (2010-2014E) i. By game ii. Casual players vs payers male:female ratio ii. By genre iii. Social player age profile (UK) b) Sector segmentation b) Sector segmentation c) Nexon analysis i. Top 40 Facebook social games company market share i. Revenue ii. Social network average developer revenue shares (Facebook, ii. Revenue vs EBITDA Tencent, RenRen, Sina Weibo, Mixi) iii. Game franchise lifetime revenues iii. Total games portfolio DAU vs average DAU per game (Top 40 iv. Regional revenues Facebook games publishers) d) Public company comparables including 2010, 2011(A/F) and 2012F c) Zynga analysis revenue and EBITDA multiples (Activision Blizzard, ChangYou, i. Major game DAU curves Giant Interactive, NCSoft, Nexon, Netease, Perfect World, Shanda ii. Financials vs users Games, Sohu, Tencent) d) Paying players in social games analysis (average spend, share of e) Sector M&A transactions (2010, 2011, 2012*) including target, revenue, share of paying players) acquirer and deal value (where available) e) Value chain f) Sector private placement transactions (2010, 2011, 2012*) f) Tencent analysis including target, acquirer and deal value (where available) i. Games revenue g) Potential sector investment/M&A opportunities** by company type ii. Chinese games market share (major online/mobile games, major console games, independent g) Public company comparables including 2010, 2011(A/F) and 2012F games, venture capital, private equity, major technology, media and revenue and EBITDA multiples (Electronic Arts, G5 Entertainment, telecoms) Gigamedia, Real Networks, Zynga, Asiasoft, Gamania, Kingsoft, Tencent) h) Sector M&A transactions (2010, 2011, 2012*) including target, acquirer and deal value (where available) i) Sector private placement transactions (2010, 2011, 2012*) including target, acquirer and deal value (where available) j) Potential sector investment/M&A opportunities** by company type (major online/mobile games, major console games, independent games, venture capital, private equity, major technology, media and telecoms) 21 * At 13th February 2012 ** For illustrative purposes only
  • 22. Detailed contents (of full Games Investment Review and individual Sector Reviews) 5. Console sector review 6. Games middleware sector review a) Sector size a) Value Chain i. Global console games revenue by region (2006-2015F) b) Sector M&A transactions (2010, 2011, 2012*) including target, b) Console games economics acquirer and deal value (where available) i. Development costs vs sales c) Sector private placement transactions (2010, 2011, 2012*) ii. Major franchise sales including target, acquirer and deal value (where available) iii. Publisher economics d) Potential sector investment/M&A opportunities** by company type iv. Financing models (major online/mobile games, major console games, independent c) Value chain games, venture capital, private equity, major technology, media and d) Sector segmentation telecoms) e) Public company comparables including 2010, 2011(A/F) and 2012F revenue and EBITDA multiples (Activision Blizzard, Electronic Arts, 7. Games advertising sector review Gamestop, Take Two Interactive, THQ, Capcom, Konami, Namco Bandai, Nintendo, Sega Sammy, Square Enix, Atari, Game Group, a) Sector size Gameloft, Ubisoft) i. Global games advertising revenue (2006-2015F) f) Sector M&A transactions (2010, 2011, 2012*) including target, b) Sector M&A transactions (2010, 2011, 2012*) including target, acquirer and deal value (where available) acquirer and deal value (where available) g) Sector private placement transactions (2010, 2011, 2012*) c) Sector private placement transactions (2010, 2011, 2012*) including target, acquirer and deal value (where available) including target, acquirer and deal value (where available) h) Potential sector investment/M&A opportunities** by company type d) Potential sector investment/M&A opportunities** by company type (major online/mobile games, major console games, independent (major online/mobile games, major console games, independent games, venture capital, private equity, major technology, media and games, venture capital, private equity, major technology, media and telecoms) telecoms) 22 * At 13th February 2012 ** For illustrative purposes only
  • 23. Full Games Investment Review and individual Sector Reviews Reports Global Games Investment Review 2012 (102 pages) $999 Buy Now (includes all individual Sector Reviews below) Individual Sector Reviews (dynamics, trends, 2012*/2011/2010 private placements and M&A, public company comparables*) Mobile/Tablet Games Review 2012 (17 pages) $499 Buy Now Social/Casual Games Review 2012 (18 pages) $499 Buy Now MMO Games Review 2012 (12 pages) $499 Buy Now Console Games Review 2012 (14 pages) $499 Buy Now Games Middleware Review 2012 (8 pages) $249 Buy Now Games Advertising Review 2012 (4 pages) $99 Buy Now * As at 13th February 2012. No public company comparables for Middleware or Advertising 23
  • 25. About Digi-Capital Digi-Capital is a digital investment bank focused on games • Focused on high growth games companies across America, Europe and Asia (China, Japan, South Korea) • Video games, digital media, digital services, mobile, software and media industry specialist • Regulated by the Financial Services Authority with US SEC Regulation 15a-6 coverage • UK and China, US operating relationship Managing high growth digital companies’ and investors’ investment banking needs • Fundraising/investment • Exit/sale • Merger • Acquisition • Venture partner • Restructuring Leveraging broad experience • Investment banking, software engineering and corporate Working with leading clients and high growth independents Global video games Global media Global media Global online casual games Global business media Global online games Media, communications, tech Global growth private equity focused private equity Mobile social games iPhone/iPad games and apps Cross-platform transmedia games Social games 25
  • 26. Global Games Investment Review Executive Summary 2012 Contact: tim.merel@ digi-capital.com www.digi-capital.com © Digi-Capital Limited 2012