Digital Turbine, Inc. · NASDAQ:APPS
Digital Turbine — Mandalay Digital Group — Merger or Acquisition (November 2014)
12 slides from Digital Turbine's merger presentation, Nov 13, 2014
Slide 1: Appia Transaction Presentation
Exhibit 99.3 Mandalay Digital Group, Inc. Appia Transaction Presentation November 13, 2014
Slide 2: Safe Harbor Statements; Use of Non-GAAP Financial Measures
MANDALAY DIGITAL GROUP, INC. Safe Harbor Statements. the transaction synergies to be realized, and other risks including those described from time to time in Mandalay Digital Group's filings on Forms 10-K and 10-Q with the SEC, press releases and other communications. You should not place undue reli
Slide 3: Digital Turbine + Appia: Investment Highlights
MANDALAY DIGITAL GROUP, INC. Digital Turbine + Appia: Investment Highlights • Mandalay Digital and Appia combine to create single, unique, mobile app and ad ecosystem – Name to change to Digital Turbine • Transforms competitive positioning through vertical integration • Mandalay stock to be issued a
Slide 4: Strategic Rationale: Transformation
MANDALAY DIGITAL GROUP, INC. Strategic Rationale: Transformation • $38 billion mobile app+ad market expected to grow 25 CAGR% Tremendous • Smartphones still only 30% of global user base – but growing* opportunity in • 86% of smartphone users’ time spent in apps exploding • Wireless operators have mo
Slide 5: Combined company
MANDALAY DIGITAL GROUP, INC Combined company Premium demand for customers Premium supply of advertisers Ignite – IQ 210+ publishers Content - Pay 100+ advertisers and agencies 20+ global carrier partners Traffic in 200+ countries globally 1BB+ users across multiple carriers Delivers single app-drive
Slide 6: Deal Structure and Economics
MANDALAY DIGITAL GROUP, INC. Deal Structure and Economics • Issuing approximately 19 million shares (assumes CQ115 close) • Jud Bowman, CEO Appia • Trident Capital • Venrock Shares to be issued are • DCM subject to lockup agreements • Noro-Moseley • Wakefield Group • Relay Ventures • Eric Schmidt’s
Slide 7: Financial Rationale Compelling
MANDALAY DIGITAL GROUP, INC. Financial Rationale Compelling • Appia recorded $30 million revenue for twelve months ended 9/30/14 Financial Profile • Expected to enhance gross profit and EBITDA profile through revenue and cost synergies • Opportunity to achieve up to $14 million revenue synergies on
Slide 8: Pro Forma: Board of Directors and Equity Ownership Structure
MANDALAY DIGITAL GROUP, INC. Pro Forma: Board of Directors and Equity Ownership Structure Board Composition Post Close Equity Ownership Structure Rob Deutschman, Chairman % Shares Held Today % Shares Held Post Close Peter Guber 33% 18% 12% Paul Schaeffer Chris Rogers 82% 55% Jeff Karish Bill Stone I
Slide 9: Transaction Process
MANDALAY DIGITAL GROUP, INC. Transaction Process Step Expected Timing Filing s-4 Thanksgiving SEC Feedback Christmas – January MNDL Shareholder Vote 20 business days after SEC clearance Closing Estimated first calendar quarter 2015 © 2014 Mandalay Digital Group, Inc. Page 9
Slide 10: Summary
MANDALAY DIGITAL GROUP, INC. Summary • Transformational acquisition expected to close C’Q115 • Capturing window of opportunity to accelerate scale in exploding market © 2014 Mandalay Digital Group, Inc. Page 10
Slide 11: Additional Information
MANDALAY DIGITAL GROUP, INC. Additional Information Additional Information and Where to Find It In connection with the proposed transaction, Mandalay Digital intends to file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 that will include a proxy statement and
Slide 12: Digital Turbine
Digital Turbine
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