Exhibit (c)-(2)
| Perfect Corp. Private and Confidential The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Kroll, LLC. Prepared by: Duff & Phelps Opinions Practice of Kroll July 10, 2026 Fairness Analysis Presented to the Special Committee of Independent Directors |
| 2 Duff & Phelps Disclaimer • The following pages contain materials that are being provided by Kroll, LLC (“Duff & Phelps”), operating through its Duff & Phelps Opinions Practice, to the special committee (the “Special Committee”) of the board of directors (the “Board of Directors”) (solely in their capacity as members of the Special Committee) of Perfect Corp. (the “Company”) in the context of a meeting of the Special Committee held to consider the Proposed Transaction (as defined herein). • The accompanying materials are, and any Opinion (as defined herein) will be, compiled and presented on a confidential basis, solely for the use and benefit of the Special Committee in connection with its evaluation of the Proposed Transaction and may not be, in whole or in part, distributed to any other party, publicly disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps or as otherwise provided in the engagement letter among Duff & Phelps, the Company, and the Special Committee dated April 17, 2026. • Because these materials were prepared for use in the context of an oral presentation to the Special Committee, whose members are familiar with the business and affairs of the Company, neither Duff & Phelps nor any of its respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of the accompanying materials if used by persons other than the Special Committee. • These materials are not intended to represent an Opinion and shall not be treated, construed, used or relied upon in any way as an Opinion. These materials are intended to serve as discussion materials for the Special Committee and as a summary of the basis upon which Duff & Phelps may render an Opinion, and are incomplete without reference to, and should be viewed solely in conjunction with, the discussion between Duff & Phelps and the Special Committee. • The accompanying material does not, and any Opinion provided by Duff & Phelps would not: (i) address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction; (ii) constitute a recommendation as to how the Special Committee, the Board of Directors or any other person (including security holders of the Company) should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction; or (iii) create any fiduciary duty on the part of Duff & Phelps to any party. • The information utilized in preparing this presentation was obtained from the Company and from public sources under the assumption that they are complete and accurate as of the date of provision. Duff & Phelps has relied on the information provided to it and has not independently verified the accuracy or completeness of such information. Any estimates, projections and forecasts contained herein have been prepared by or are based on discussions with the senior management of the Company and involve numerous and significant subjective determinations, which may or may not prove to be correct. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation or warranty, whether as to the past or the future. • No selected company or selected transaction used in our analysis is directly comparable to the Company or the Proposed Transaction. |
| Table of Contents 3 1. Introduction and Transaction Overview 2. Valuation Analysis • Discounted Cash Flow Analysis • Selected Public Companies / M&A Transactions Analysis |
| 1. Introduction and Transaction Overview |
| 5 Introduction and Transaction Overview The Engagement • Duff & Phelps was engaged by the Company to serve as an independent financial advisor to the Special Committee (solely in its capacity as such). • Specifically, Duff & Phelps has been asked to provide an opinion (the “Opinion”) as of the date hereof as to the fairness, from a financial point of view, to the holders of Class A ordinary shares, par value US$0.10 per share, of the Company (each, a “Class A Ordinary Share” or, collectively, “Class A Ordinary Shares”, and together with the Class B ordinary shares, par value US$0.10 per share, of the Company, “Shares”), other than the Dissenting Shares, the Continuing Shares and the Excluded Shares (each as defined below), of the Per Share Merger Consideration (as defined below) to be received by such holders in the Proposed Transaction (as defined below) (without giving effect to any impact of the Proposed Transaction on any particular holder of Class A Ordinary Shares other than in its capacity as a holder of Class A Ordinary Shares). The Proposed Transaction • It is Duff & Phelps’ understanding that the Company and ProjectNY, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, the latest draft of which Duff & Phelps has reviewed is dated July 7, 2026. Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into the Company and the separate corporate existence of Merger Sub shall cease, with the Company surviving the merger. In connection with such merger, among other things, each Share issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares, the Continuing Shares and the Excluded Shares) shall be cancelled and cease to exist in consideration for the right to receive US$2.00 in cash per Share without interest (the “Per Share Merger Consideration”) (collectively, the “Proposed Transaction”). • The terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement. • For purposes of the Opinion, (i) “Excluded Shares” shall mean any Shares owned by the Company or Subsidiary of the Company; and (ii) “Dissenting Shares”, “Continuing Shares”, “Effective Time”, and “Subsidiary” shall have the meanings set forth in the Merger Agreement. |
| 6 Scope of Analysis Introduction and Transaction Overview Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its analysis included, but were not limited to, the items summarized below: • Reviewed the following documents: – The Company’s annual reports and audited financial statements on Form 20-F filed with the Securities and Exchange Commission (“SEC”) for the years ended December 31, 2023 through December 31, 2025 and the Company’s unaudited interim financial statements for the three months ended March 31, 2025 and March 31, 2026 included in the Company’s Form 6-K filed with the SEC; – Certain unaudited and segment financial information for the Company for the years ended December 31, 2023 through December 31, 2025 and the three months ended March 31, 2024, March 31, 2025, and March 31, 2026, provided to Duff & Phelps by the management of the Company and which the management of the Company identified as being the most current financial statements available; – A detailed financial projection model for the Company for the years ending December 31, 2026 through December 31, 2030, prepared and provided to Duff & Phelps by the management of the Company, upon which Duff & Phelps has relied, with the Company’s and the Special Committee’s consent, in performing its analysis (collectively, the “Management Projections”); – Other internal documents relating to the history, current operations, and probable future outlook of the Company, provided to Duff & Phelps by the management of the Company; – A letter dated July 7, 2026 from the management of the Company, which made certain representations as to historical financial information for the Company, the Management Projections and the underlying assumptions of such projections (the “Management Representation Letter”); and – A draft of the Merger Agreement dated July 7, 2026; |
| 7 Scope of Analysis (continued) Introduction and Transaction Overview • Discussed the information referred to on the previous page and the background and other elements of the Proposed Transaction with the management of the Company; • Discussed with the management of the Company its plans and intentions with respect to the management and operation of the Company’s business; • Reviewed the historical trading price and trading volume of the Shares and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant; • Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques, including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, and an analysis of selected transactions that Duff & Phelps deemed relevant; and • Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate. |
| 8 Ownership Summary Introduction and Transaction Overview (1) The holders of Class A ordinary shares have one vote in respect of each Class A ordinary share held, and the holders of Class B ordinary shares have 10 votes in respect of each Class B ordinary share held. (2) Based on the number of ordinary shares outstanding as provided by the management of the Company. (3) Reflects 35,000 unvested Company options per the management of the Company. Source: Company filings, the management of the Company. Perfect Corp. - Ownership Class A Class B % of % of % of Diluted Current Shareholders Ordinary Shares (1) Ordinary Shares (1) Ownership Voting Rights (2) Ownership Buyer Group Chang, Alice H. (Founder, Chairwoman of the Board & CEO) 597,256 16,788,718 17.1% 66.6% 17.1% CyberLink International Technology Corp. (TWSE:5203) 36,960,961 - 36.3% 14.6% 36.3% Buyer Group 16,788,718 37,558,217 53.4% 81.2% 53.3% Management and Directors Tseng, Wei-Hsin Tsen (Senior VP & CTO) 762,330 - 0.7% 0.3% 0.7% Liu, Weichuan (Chief Growth Officer & President of Americas) 353,471 - 0.3% 0.1% 0.3% Chen, Pin-Jen (Executive VP & Chief Strategy Officer) 118,062 - 0.1% 0.0% 0.1% Huang, Jau-Hsiung (Non-Executive Director) 148,274 - 0.1% 0.1% 0.1% Chen, Hsiao-Chuan (VP and Head of Finance & Accounting) 69,932 - 0.1% 0.0% 0.1% Other Management and Directors 5,311 - 0.0% 0.0% 0.0% Management and Directors - 1,457,380 1.4% 0.6% 1.4% Five Percent or More Shareholders Provident Acquisition Holdings Ltd. 6,891,467 - 6.8% 2.7% 6.8% Yi-Chen Huang - 4,567,425 4.5% 1.8% 4.5% Five Percent or More Shareholders - 11,458,892 11.3% 4.5% 11.2% Public Investors and Others - 34,585,464 34.0% 13.7% 33.9% Total Shares Outstanding (2) 16,788,718 85,059,953 100.0% 100.0% 100.0% Options In-the-Money at Offer Price (3) - 35,000 0.0% Diluted Shares Outstanding at Offer Price 85,094,953 16,788,718 100.0% |
| 9 Trading Analysis Introduction and Transaction Overview Perfect Corp. - Trading History July 7, 2025 to July 6, 2026 Source: Capital IQ, SEC filings, press releases. Perfect Corp. Historical Trading Metrics (in thousands, except per share) During one year prior to Offer Post Offer Average Closing Price $1.85 Average Closing Price $1.68 High $2.62 High $1.75 Low $1.30 Low $1.62 Average Volume 150.2 Average Volume 177.6 % of Shares Issued and Outstanding 0.1% % of Shares Issued and Outstanding 0.2% % of Float 0.5% % of Float 0.5% |
| Perfect Corp. - Offer Price Premium Relative To Share Implied Price Premium One-day prior to Offer (3/17/26) $1.35 48.1% 30-day average VWAP prior to Offer $1.43 39.6% 60-day average VWAP prior to Offer $1.57 27.4% 90-day average VWAP prior to Offer $1.64 21.6% Offer Price Per Share $2.00 Perfect Corp. - Implied Multiples (USD in millions, except per Share data) Offer $2.00 Diluted Shares Issued and Outstanding 101.9 Implied Equity Value $203.8 Less: Proceeds from Exercise of Options (1) (0.06) (0.1) Less: Cash and Cash Equivalents and Financial Assets (2) (163.28) (163.3) Less: Other Receivables (3) (0.69) (0.7) Less: Current Income Tax Assets (4) (0.02) (0.0) Implied Enterprise Value $39.7 Implied Offer Multiples: EV / LTM Revenue $71.1 0.56x EV / 2026 Revenue $70.2 0.57x EV / 2027 Revenue $68.2 0.58x EV / LTM EBITDA $5.1 7.8x EV / 2026 EBITDA $6.5 6.1x EV / 2027 EBITDA $5.4 7.3x 10 Proposed Transaction Introduction and Transaction Overview Source: Capital IQ. Note: Balance sheet data as of March 31, 2026. Financial performance metrics presented are adjusted to exclude public company costs, transaction costs and non-recurring items as provided by the management of the Company. (1) Reflects 35,000 unvested in-the-money Company options per the management of the Company. (2) Reflects 20% withholding tax on excess cash and financial assets held at onshore entities.. (3) Reflects book value of interest receivable from cash and financial assets. (4) Reflects book value of prepaid tax on interest income. |
| 11 Valuation Summary Introduction and Transaction Overview Note: Financial performance metrics presented are adjusted to exclude public company costs, transaction costs and non-recurring items as provided by the management of the Company. (1) Reflects 35,000 unvested in-the-money Company options per the management of the Company. (2) Reflects 20% withholding tax on excess cash and financial assets held at onshore entities. (3) Reflects book value of interest receivable from cash and financial assets. (4) Reflects book value of prepaid tax on interest income. Source: The management of the Company Valuation Summary (USD in thousands, except per Share value or otherwise noted) Low High Enterprise Value Range $24,300 - $30,700 Plus: Proceeds from Exercise of Options (1) 64 - 64 Plus: Cash and Cash Equivalents and Financial Assets (2) 163,284 - 163,284 Plus: Other Receivables (3) 690 - 690 Plus: Current Income Tax Assets (4) 22 - 22 Equity Value Range $188,361 - $194,761 Diluted Shares Issued and Outstanding 101,883,671 - 101,883,671 Offer Price Value Per Share Range (USD) $1.85 - $1.91 $2.00 Implied Valuation Multiples EV / LTM Revenue 0.34x - 0.43x 0.56x EV / 2026 Revenue 0.35x - 0.44x 0.57x EV / 2027 Revenue 0.36x - 0.45x 0.58x EV / LTM EBITDA 4.8x - 6.0x 7.8x EV / 2026 EBITDA 3.7x - 4.7x 6.1x EV / 2027 EBITDA 4.5x - 5.7x 7.3x |
| 2. Valuation Analysis |
| 13 Historical and Projected Financial Performance Valuation Analysis Note: Balance sheet data as of March 31, 2026. Financial performance metrics presented are adjusted to exclude public company costs, transaction costs and non-recurring items as provided by the management of the Company. (1) EBITDA is adjusted to exclude public company costs , transaction costs and non-recurring items as provided by the management of the Company. Source: Company filings, the management of the Company. Historical and Projected Financial Performance (USD in thousands) YTD YTD LTM Management Projections 2023A 2024A 2025A 3/31/2025 3/31/2026 3/31/2026 2026P 2027P 2028P 2029P 2030P B2B Revenue $25,793 $22,444 $22,161 $6,020 $5,085 $21,226 $18,750 $15,825 $14,478 $13,195 $12,089 Growth NA (13.0%) (1.3%) 3.3% (15.5%) (6.2%) (15.4%) (15.6%) (8.5%) (8.9%) (8.4%) B2C Revenue $27,712 $37,758 $46,993 $9,994 $12,851 $49,850 $51,498 $52,353 $53,344 $53,946 $54,271 Growth NA 36.3% 24.5% 18.1% 28.6% 26.9% 9.6% 1.7% 1.9% 1.1% 0.6% Total Revenue $53,505 $60,202 $69,154 $16,014 $17,936 $71,076 $70,247 $68,177 $67,821 $67,141 $66,360 Growth NA 12.5% 14.9% 12.1% 12.0% 14.8% 1.6% (2.9%) (0.5%) (1.0%) (1.2%) EBITDA (1) ($487) $2,315 $3,260 $595 $2,442 $5,107 $6,540 $5,430 $6,004 $6,199 $6,245 Margin % (0.9%) 3.8% 4.7% 3.7% 13.6% 7.2% 9.3% 8.0% 8.9% 9.2% 9.4% Growth NA NM 40.9% NM 310.3% 64.0% 100.6% (17.0%) 10.6% 3.3% 0.7% Capital Expenditures $322 $398 $425 $46 $56 $435 $369 $395 $396 $387 $393 % of Total Revenue 0.6% 0.7% 0.6% 0.3% 0.3% 0.6% 0.5% 0.6% 0.6% 0.6% 0.6% % of EBITDA NM 17.2% 13.0% 7.7% 2.3% 8.5% 5.6% 7.3% 6.6% 6.2% 6.3% Net Working Capital ($14,210) ($20,019) ($26,380) ($28,287) ($26,013) ($24,576) ($24,268) ($23,845) ($23,471) % of Total Revenue (26.6%) (33.3%) (38.1%) (39.8%) (37.0%) (36.0%) (35.8%) (35.5%) (35.4%) |
| 14 Discounted Cash Flow Analysis Methodology and Key Assumptions Valuation Analysis Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows. • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders. • Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk. • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles. Discounted Cash Flow Key Assumptions • Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending December 31, 2026 through 2030 (excluding public company expenses, as provided by the management of the Company), discussions with the management of the Company, and a review of the Company’s historical performance and other factors to develop the discounted cash flow (“DCF”) analysis. • The following is a summary of the Management Projections utilized in the discounted cash flow analysis: – Total revenue decreases at a compound annual rate of 0.8% from 2025 to 2030. – EBITDA increases at a compound annual rate of 13.9% from 2025 to 2030. – EBITDA margin averages 9.0% from 2026 to 2030. – Capital expenditures averages 0.6% of total revenue from 2026 to 2030. – Net working capital averages -35.9% of total revenue from 2026 to 2030. • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula. • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 15.0% to 18.0%. |
| Discounted Cash Flow Analysis (USD in thousands) Terminal 2025A 2026P 2027P 2028P 2029P 2030P Year Total Revenue $69,154 $70,247 $68,177 $67,821 $67,141 $66,360 $66,360 Growth 14.9% 1.6% (2.9%) (0.5%) (1.0%) (1.2%) EBITDA (1) $3,260 $6,540 $5,430 $6,004 $6,199 $6,245 $6,245 Margin 4.7% 9.3% 8.0% 8.9% 9.2% 9.4% 9.4% Growth 40.9% 100.6% (17.0%) 10.6% 3.3% 0.7% Apr-Dec 2026P Earnings Before Interest and Taxes (1) $3,676 $4,867 $5,590 $5,808 $5,861 $5,872 Pro Forma Taxes (663) (928) (1,065) (1,107) (1,117) (1,117) Net Operating Profit After Tax 3,013 3,939 4,524 4,701 4,744 4,755 Depreciation 422 563 414 391 384 373 Capital Expenditures (313) (395) (396) (387) (393) (393) (Increase) / Decrease in Working Capital (2,274) (1,437) (308) (423) (374) 684 Free Cash Flow (2) $848 $2,670 $4,234 $4,282 $4,361 $5,419 Enterprise Value Range Low High Terminal Growth Rate 3.00% 3.00% Discount Rate 18.00% 15.00% Enterprise Value Range $24,300 $30,700 Implied Valuation Multiples EV / LTM Revenue $71,076 0.34x 0.43x EV / 2026 Revenue $70,247 0.35x 0.44x EV / 2027 Revenue $68,177 0.36x 0.45x EV / LTM EBITDA $5,107 4.8x 6.0x EV / 2026 EBITDA $6,540 3.7x 4.7x EV / 2027 EBITDA $5,430 4.5x 5.7x 15 Discounted Cash Flow Analysis Summary Valuation Analysis (1) EBITDA and EBIT are adjusted to exclude public company costs and non-recurring items as provided by the management of the Company. (2) Prior to application of 20% dividend withholding tax, which is calculated based on levered cash flows and discounted separately at the applicable discount rate and included in the concluded enterprise value range. |
| 16 Selected Public Companies / M&A Transactions Analysis Methodology Valuation Analysis Selected Public Companies Analysis • Duff & Phelps selected 14 publicly traded companies that were deemed relevant to its analysis. • Duff & Phelps analyzed the financial performance of each of the publicly traded companies. Duff & Phelps then analyzed the selected public companies’ trading multiples, including enterprise value to LTM and projected revenue and EBITDA. Selected M&A Transactions Analysis • Duff & Phelps also reviewed certain merger and acquisition transactions involving target companies that were deemed relevant to its analysis and computed the implied valuation multiples for such transactions. Due to the limited comparability of the financial metrics of the selected public companies and the targets in the selected M&A transactions relative to those of the Company, rather than applying a range of selected multiples from a review of the public companies and M&A transactions, Duff & Phelps reviewed various valuation multiples for the Company implied by the valuation range determined from the DCF analysis in the context of the Company’s relative size, forecasted growth in revenue and profits, profit margins, capital spending, and other characteristics that we deemed relevant. None of the companies utilized for comparative purposes in the following analysis are directly comparable to the Company, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction. Duff & Phelps does not have access to non-public information of any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of the Company and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company. Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations. |
| Selected Public Companies Analysis As of July 7, 2026 COMPANY INFORMATION REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN Company Name 2-YR CAGR LTM 2026 2027 2-YR CAGR LTM 2026 2027 3-YR AVG LTM 2026 2027 B2B Companies Box, Inc. 6.5% 9.5% 12.3% NA 10.8% 61.2% 4.3% NA 9.9% 12.3% 9.9% NA eGain Corporation -5.0 5.2 3.0 NA 34.8 186.4 10.4 NA 6.3 12.8 11.5 NA Expensify, Inc. -2.9 -1.3 -5.9 -1.7 NA NM NM NM -7.0 -7.0 -1.4 -0.6% Inuvo, Inc. 8.0 -27.9 -29.6 18.6 NA NM NM NM -6.3 -8.9 -9.1 -2.0 Sprinklr, Inc. 8.2 8.1 1.2 4.3 18.8 30.2 -4.7 20.1% 7.3 8.2 8.4 9.6 Sprout Social, Inc. 17.1 12.3 8.0 7.7 NA NM NM NM -12.3 -5.7 -3.6 -0.9 91APP, Inc. 14.0 16.7 31.3 NA 17.1 9.8 37.4 NA 32.9 32.3 34.9 NA Mean 6.6% 3.2% 2.9% 7.2% 20.4% 71.9% 11.9% 20.1% 4.4% 6.3% 7.2% 1.5% Median 8.0% 8.1% 3.0% 6.0% 17.9% 45.7% 7.4% 20.1% 6.3% 8.2% 8.4% -0.8% B2C Companies Bumble Inc. -4.2 -11.4 -10.9 3.8 30.4 12.4 1.7 -8.5 23.3 31.3 32.9 29.0 Chegg, Inc. -27.5 -43.5 -46.3 NA -22.7 65.1 -67.5 NA 9.5 16.0 7.0 NA CyberLink Corp. 14.8 15.2 6.7 NA 49.7 73.6 -7.9 NA 11.7 16.4 13.8 NA DeNA Co., Ltd. 3.9 -9.9 NA NA 118.6 -10.9 NA NA 17.4 23.3 NA NA Grindr Inc. 30.2 31.0 21.7 16.9 22.4 46.4 14.0 15.3 33.5 37.0 30.0 29.6 Match Group, Inc. 1.8 2.0 -0.8 2.4 1.3 13.6 1.4 4.9 29.7 31.4 30.9 31.6 Meitu, Inc. 19.6 10.3 29.3 20.6 10.9 -50.0 37.2 27.0 13.0 9.6 10.2 10.7 Mean 5.5% -0.9% -0.1% 10.9% 30.1% 21.5% -3.5% 9.7% 19.7% 23.6% 20.8% 25.2% Median 3.9% 2.0% 3.0% 10.4% 22.4% 13.6% 1.6% 10.1% 17.4% 23.3% 21.9% 29.3% Aggregate Mean 6.0% 1.2% 1.5% 9.1% 26.5% 39.8% 2.7% 11.8% 12.1% 14.9% 13.5% 13.4% Aggregate Median 7.3% 6.6% 3.0% 6.0% 18.8% 30.2% 3.0% 15.3% 10.8% 14.4% 10.2% 10.2% Perfect Corp. 13.7% 14.8% 1.6% -2.9% NM 64.0% 100.6% -17.0% 2.5% 7.2% 9.3% 8.0% 17 Selected Public Companies Analysis – Financial Metrics Valuation Analysis LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization NM = Not Meaningful NA = Not Available Note: The Company’s EBITDA is adjusted to exclude public company costs and non-recurring items as provided by Company management. Source: Capital IQ, Bloomberg, SEC Filings, Annual and Interim Reports. |
| Selected Public Companies Analysis As of July 7, 2026 (US$ in millions, except per share data) COMPANY INFORMATION MARKET DATA ENTERPRISE VALUE AS MULTIPLE OF Company Name Common Stock Price (Primary) on 7/7/2026 % of 52- Week High Market Capitalization Enterprise Value LTM EBITDA 2026 EBITDA 2027 EBITDA LTM Revenue 2026 Revenue 2027 Revenue B2B Companies Box, Inc. USD 28.35 83.7% $3,927 $4,715 31.7x 36.1x NA 3.91x 3.57x NA eGain Corporation USD 6.43 40.3 177 97 8.2 9.0 NA 1.05 1.04 NA Expensify, Inc. USD 1.86 72.9 179 117 NM NM NM 0.84 0.88 0.89x Inuvo, Inc. USD 1.08 17.2 16 16 NM NM NM 0.24 0.26 0.22 Sprinklr, Inc. USD 5.40 57.4 1,265 906 12.7 12.5 10.4x 1.04 1.04 1.00 Sprout Social, Inc. USD 8.24 38.3 495 468 NM NM NM 1.00 0.95 0.88 91APP, Inc. NTD 60.20 67.3 215 134 6.6 5.2 NA 2.22 1.81 NA Mean 53.9% $896 $922 14.8x 15.7x 10.4x 1.47x 1.36x 0.75x Median 57.4% $215 $134 10.5x 10.7x 10.4x 1.04x 1.04x 0.89x B2C Companies Bumble Inc. USD 3.17 36.7 413 912 3.1 3.2 3.5 0.98 1.06 1.02 Chegg, Inc. USD 0.98 51.8 110 84 1.6 6.0 NA 0.26 0.42 NA CyberLink Corp. NTD 68.00 62.1 168 32 2.5 2.9 NA 0.42 0.40 NA DeNA Co., Ltd. JPY 2,660.00 92.2 1,533 362 1.7 NA NA 0.40 NA NA Grindr Inc. USD 15.92 70.3 2,829 3,326 18.9 20.7 17.9 6.99 6.21 5.31 Match Group, Inc. USD 37.67 96.1 8,787 11,981 10.8 11.2 10.7 3.40 3.46 3.38 Meitu, Inc. HKD 3.97 31.6 2,303 1,513 25.5 20.2 15.9 2.66 2.06 1.71 Mean 63.0% $2,306 $2,601 9.2x 10.7x 12.0x 2.16x 2.27x 2.86x Median 62.1% $1,533 $912 3.1x 8.6x 13.3x 0.98x 1.56x 2.54x Aggregate Mean 58.4% $1,601 $1,762 11.2x 12.7x 11.7x 1.81x 1.78x 1.80x Aggregate Median 59.8% $454 $415 8.2x 10.1x 10.7x 1.02x 1.04x 1.01x 18 Valuation Analysis LTM = Latest Twelve Months EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Enterprise Value = [Market Capitalization + Management Equity + Debt + Finance Leases + Operating Leases (for IFRS/non-US GAAP companies only) + Preferred Stock + Non-Controlling Interest] - [Cash & Equivalents + Long-Term Investments + Net Non-Operating Assets] NM = Not Meaningful NA = Not Available Source: Capital IQ, Bloomberg, SEC Filings, Annual and Interim Reports. Selected Public Companies Analysis – Valuation Multiples |
| 19 Selected M&A Transactions Analysis Valuation Analysis Source: Capital IQ, Bloomberg, company filings, press releases. Selected M&A Transactions Analysis ($ in millions) Announced Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA EBITDA Margin EV / Revenue EV / EBITDA 6/30/2025 CyberBuzz, Inc. CyberBuzz, Inc. engages in the advertising and marketing activities for influencer, creator and artists in Japan. Ceres Inc. $21 $48 $3 5.4% 0.43x 8.0x 4/24/2024 Relesys A/S Relesys A/S operates as a software-as-a-service company that provides software applications over the internet as a subscription service. Copilot Capital Limited $52 $8 -$2 -25.6% 6.13x NM 6/3/2024 New Work SE New Work SE operates professional networking platforms in Germany, Austria/Switzerland, and internationally. Burda Digital Se $306 $345 $70 20.2% 0.89x 4.4x 11/13/2023 Q4 Inc. Q4 Inc. operates capital markets communication software platform in Canada, the United States, Europe, and internationally. The company delivers its services over the internet on a subscription basis using the software-as-a-service model. Q4 Inc. Sumeru Equity Partners L.P. $163 $58 -$17 -29.9% 2.79x NM 4/16/2023 SignUp Software AB SignUp Software AB provides accounts payable and invoice process automation solutions, primarily through software designed to integrate with enterprise resource planning systems. Insight Venture Management, LLC $199 $25 $2 7.4% 7.83x NM 1/18/2023 Meltwater N.V. Meltwater N.V., together with its subsidiaries, provides media intelligence and social analytics Software-as-a-Service solutions in Americas, Europe, the Middle East, Africa, India, the Asia Pacific. Altor Equity Partners AB; Marlin Equity Partners, LLC; Altor Fund III LP; Altor Fund V AB $644 $439 -$4 -0.9% 1.47x NM 10/11/2021 MPP Global Solutions Ltd. MPP Global Solutions Ltd. provides subscription and billing management solutions, customer relationship management, payment processing, and ecommerce services for digital content and media enterprises. Aptitude Software Group plc $53 $14 NA NA 3.71x NA 6/1/2021 Cloudera, Inc. Cloudera, Inc. offers a suite of data analytics and management products. The company operates through two segments: subscriptions and services. Clayton, Dubilier & Rice, LLC; KKR & Co. Inc. $3,921 $883 -$12 -1.4% 4.44x NM Mean 3.46x 6.2x Median 3.25x 6.2x |
| 20 Valuation Analysis Selected Public Companies / M&A Transactions Analysis Summary Note: LTM as of March 31, 2026. The Company’s EBITDA is adjusted to exclude public company costs, transaction costs and non-recurring items as provided by the management of the Company. Selected Public Companies / M&A Transactions Analysis Summary (USD in thousands) Valuation Multiples Valuation Summary Metric Public Companies Range Public Companies Median M&A Transactions Median Company Performance DCF Analysis Enterprise Value Range $24,300 - $30,700 Implied Multiples EV / LTM Revenue 0.24x - 6.99x 1.02x 3.25x $71,076 0.34x - 0.43x EV / 2026 Revenue 0.26x - 6.21x 1.04x NA $70,247 0.35x - 0.44x EV / 2027 Revenue 0.22x - 5.31x 1.01x NA $68,177 0.36x - 0.45x EV / LTM EBITDA 1.6x - 31.7x 8.2x 6.2x $5,107 4.8x - 6.0x EV / 2026 EBITDA 2.9x - 36.1x 10.1x NA $6,540 3.7x - 4.7x EV / 2027 EBITDA 3.5x - 17.9x 10.7x NA $5,430 4.5x - 5.7x |
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