EX-99.(C)(5) 6 a19-19099_1ex99dc5.htm EX-(C)(5)

Exhibit (c)(5)

Special Committee Project Falcon August 14, 2019 Materials CONFIDENTIAL PRELIMINARY DRAFT

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Yoda Valuation Matrix Implied Premiums / Multiples at Various Prices $MM, except where noted Premium to Street Case Mgmt. Low Case Mgmt. Base Case Mgmt. High Case Average AV / Revenue AV / Revenue AV / Revenue AV / Revenue Share Price 52-Week High 52-Week Low Equity Value Aggregate Value Current 30-Day 90-Day FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 FY20/CY19 FY21/CY20 Wookiee Offer (8/4/2019) $14.00 65.5% 42.8% (5.9%) (51.5%) 67.7% $4,273 $3,465 4.6x 3.9x 4.6x 4.1x 4.5x 3.8x 4.5x 3.6x Wookiee Offer (8/6/2019) $14.50 71.4% 47.9% (2.6%) (49.7%) 73.7% $4,437 $3,629 4.8x 4.1x 4.8x 4.3x 4.7x 4.0x 4.7x 3.8x $14.75 74.3% 50.5% (0.9%) (48.9%) 76.6% $4,520 $3,712 4.9x 4.1x 4.9x 4.4x 4.8x 4.1x 4.8x 3.9x Wookiee Offer (8/14/2019) $15.25 80.3% 55.6% 2.5% (47.1%) 82.6% $4,684 $3,876 5.1x 4.3x 5.1x 4.6x 5.0x 4.3x 5.0x 4.1x $15.50 83.2% 58.1% 4.1% (46.3%) 85.6% $4,766 $3,958 5.2x 4.4x 5.3x 4.7x 5.1x 4.4x 5.1x 4.1x $15.75 86.2% 60.7% 5.8% (45.4%) 88.6% $4,848 $4,040 5.3x 4.5x 5.4x 4.8x 5.2x 4.4x 5.2x 4.2x $4,931 $4,123 5.4x 4.6x 5.5x 4.9x 5.3x 4.5x 5.3x 4.3x $16.00 89.1% 63.2% 7.5% (44.5%) 91.6% $16.25 92.1% 65.8% 9.2% (43.7%) 94.6% $5,013 $4,205 5.5x 4.7x 5.6x 5.0x 5.4x 4.6x 5.4x 4.4x $16.50 95.0% 68.4% 10.8% (42.8%) 97.6% $5,095 $4,287 5.6x 4.8x 5.7x 5.1x 5.5x 4.7x 5.5x 4.5x Notes: 1. Market data as of 8/13/2019; average share prices based on trading days; high and low represent closing prices 2. Yoda capitalization from management as of 8/2/2019 3. Yoda street estimates based on Wall Street research as of 6/5/2019; Yoda management estimates as of 7/25/2019; assumes fiscal year ends Feb. 1; projections represent non-GAAP metrics 2 CONFIDENTIAL $15.00 77.3% 53.0% 0.8% (48.0%) 79.6% $4,602 $3,794 5.0x 4.2x 5.0x 4.5x 4.9x 4.2x 4.9x 4.0x $14.25 68.4% 45.4% (4.3%) (50.6%) 70.7% $4,355 $3,547 4.7x 4.0x 4.7x 4.2x 4.6x 3.9x 4.6x 3.7x $8.46 $9.80 $14.89 $28.85 $8.35 $760 $896 $753 $843 $773 $909 $773 $955 $8.46 0.0% (13.7%) (43.2%) (70.7%) 1.3% $2,452 $1,644 2.2x 1.8x 2.2x 1.9x 2.1x 1.8x 2.1x 1.7x $13.75 62.5% 40.3% (7.6%) (52.3%) 64.7% $4,191 $3,383 4.5x 3.8x 4.5x 4.0x 4.4x 3.7x 4.4x 3.5x PRELIMINARY DRAFT

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Stock Price Performance Since Initial Offer(1) Stock Price Name 8/2/2019 8/13/2019 % Change Yoda $9.46 $8.46 (10.6%) Wookiee $162.68 $158.00 (2.9%) Skywalker $52.41 $49.52 (5.5%) Splunk $126.47 $131.72 4.2% Citrix $93.54 $92.30 (1.3%) LogMeIn $73.62 $71.97 (2.2%) Box $15.54 $13.58 (12.6%) Appian $38.71 $55.01 42.1% Cloudera $6.60 $6.76 2.4% Talend $32.25 $39.52 22.5% Accenture $193.01 $192.88 (0.1%) Infosys $11.13 $10.78 (3.1%) Cognizant $63.49 $61.74 (2.8%) Wipro $3.78 $3.64 (3.7%) Atos $78.02 $76.53 (1.9%) Genpact $39.26 $41.00 4.4% Notes: 1. Market data as of 8/13/2019 3 CONFIDENTIAL Median (2.3%) Services Comps Median 2.4% Infrastructure Software Comps Parties Involved PRELIMINARY DRAFT

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