`Bradium Technologies LLC - patent owner
`Microsoft Corporation - petitioner
`IPR2016-00448
`
`1
`
`
`
`3DVU |
`
`Executive Summary
`
`We believe 3DVU’s visualization technology is a compelling acquisition opportunity providing unique
`
`benefits and significant value to Microsoft's strategy in the digital mapping sector.
`
`3DVU’s device agnostic, open architecture facilitates a ubiquitous presence across several large
`
`and growing market opportunities
`
`mobile devices (PND’s and Smartphones) and installed navigation systems
`
`3DVU offers an enhanced application to run on top of Microsoft products; for Wrtual Earth’s
`
`mapping platform — attracts new users and provides extra “stickiness” to visitors
`
`Allows Microsoft to fully participate in the explosive growth in 3D visualization across all
`
`applications while avoiding the eventual pricing pressure and margin erosion of OEM hardware
`
`devices — betting on a trend, not a market
`
`Avoids costs, risks and delays in coming to market with an in—house proprietary product
`
`Further advances Microsoft's competitive position by offering unique, highly differentiated
`
`3D locationai products and user experiences
`
`denies cutting-edge technology to competition
`
`2
`
`
`
`I Market Opportunity
`
`11 Value Proposition
`
`111 Selected Case Studies
`
`Iv Market Activity in the GIS I GPS Sector
`
`Table of Contents
`
`3
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`
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`1 Market Opportunity
`
`4
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`
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`I Market Opportunity
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`Large and Growing Market Opportunity
`
`- The market for digital mapping and GPS-enhanced products is large and growing. While penetration
`
`is currently low, increasing user acceptance is accelerating growth. Locational 3D software growth is
`
`inherently tied to demand in GPS-enabled devices and geolocational services.
`
`4*
`
`Mobile GPS-equipped handsets should reach over 380 million units globally by 2008, 6x
`
`2004 levels‘
`
`On-board vehicle penetration is under 5% but expected to grow at a CAGR of 20+% over
`
`the next 5 years? By 2010, in-vehicle telematics are expected to penetrate 60+% of the
`
`North American market, 50+"/o of the Japanese market and about 40% of the European
`
`market.3
`
`ii
`
`In North America alone, the GPS market is expected to exceed $10 billion in 2008 from
`
`$6.5 billion in 20052
`
`GPS has historically been prevalent in the military, homeland security and outdoor
`
`markets, however in recent years it has moved into new application domains, specifically
`
`high~vo|ume commercial and consumer uses
`
`‘ IDC Estimates 3 Frost & Sullivan Research 3 Telematics Research Group
`
`5
`
`
`
`3DVU I Market Opportunity
`
`Growth of In-Vehicle and Personal Navigation Systems
`
`- The GPS device market is on the cusp of experiencing accelerated growth
`
`Est. Penetration Rates of Factory Fitted Systems
`
`Est. Penetration Rates of Personal Navigation Units
`
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`
`6
`
`
`
`3DVU | Market Opportunity
`
`Market Drivers
`
`The accelerated growth and size of this market will be driven by the following factors and catalysts:
`
`Significant advances and consumption in mobile computing and GPS technologies are:
`
`V» More storage capacity
`
`Increased wireless bandwidth
`
`Power consumption improvements
`
`Worldwide legislative mandates for E-911(USA), E-112 (Europe) and E-119 (Japan) will be a
`
`catalyst for growth. Additionally, U.S. legislative initiatives such as mandating tire pressure monitoring
`
`systems and motor vehicle event data recorders may result in mandatory in—vehicle telernatic systems
`
`which would likely include navigation.
`
`Proliferation of navigation and location-based, multi-media entertainment applications in vehicles
`
`and mobile devices
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`Improvement in quality, availability and breadth of digital mapping content and databases
`
`Increased consumer demand for mobile mapping applications away from home and the office
`
`7
`
`
`
`I Market Opportunity
`
`Target Markets
`
`3DVU’s technology has the potential to become the ubiquitous enabling backbone for enhancing a
`
`wide range of geospatial and navigation applications across several potentially large markets:
`
`In-vehicle Navigation
`
`Automotive Manufacturers (Ford, GM, Honda, Nissan, Toyota, etc.)
`
`. Navigation System Suppliers (Alpine, Blaupunkt, Denso, Harman Becker, Mobis, Siemens, etc.)
`
`Mobile Devices
`
`Smartphones (Sony-Ericsson, Motorola, Nokia, Samsung, Treo, etc.)
`
`-» Personal Navigation Devices (Dell, Garmin, HP, Magellanffhales, NaviGon, Palm, TomTom, etc.)
`
`Internet-based Mapping
`
`Internet Portals I Web Appiications (AOL, Google, MSN, Yahoo!)
`
`Software (Microsoft, Rand McNally, etc.)
`
`Wireless Location-based Gaming (Electronic Arts, Microsoft, Nintendo, Sony, Ubisoft, etc.)
`
`Other Markets
`
`Asset-tracking, emergency response, engineering planning, fleet I traffic management, homeland
`
`security and defense, mining and exploration, simulation and 3D visualization (industrial and consumer)
`
`8
`
`
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`3D\/U | Market Opportunity
`
`Market Segment Challenges
`
`
`Competition is intensifying in the race to differentiate geolocational information services and
`products, with each segment of the market facing distinct challenges, however 3DVU‘s visualization
`technology stands to benefit regardless of who the winners are.
`
`Handset! Device 0EMs:
`
`- Low barriers to entry; highly fragmented
`
`Segment suffers from commoditization over time
`
`- Eventual pricing pressures and margin erosion
`
`»— Content! imaging Providers:
`
`Fewer players
`
`-- Low threat of new entrants
`
`- High initial capital outlays in building out digital mapping database
`
`- Customers have little bargaining power. few substitutes
`
`Web-based mapping applications:
`
`Competition has intensified since Google's acquisition of Keyhole
`
`Service differentiation and user experience drive traffic
`
`Visitor expectations are high and switching costs are negligible
`
`Online "wow" factor is viral and travels at high speeds
`
`9
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`
`
`11 Value Proposition
`
`10
`
`
`
`I Value Proposition
`
`Benefits to Microsoft
`
`3DVU offers a compelling value to Microsoft's overall corporate strategy and Virtual Earth’s competitive
`position, specifically:
`
`H Quickly differentiates Microsoft's mapping and locational services and touches the end-user with a
`unique experience -- for Wrtual Earth users “the world will never look the same"
`
`~I Abiiity to capitalize on the broad growth in location-based 3D visualization solutions and products by
`partnering with and selling to OEM’s across multiple industries and platforms
`
`Realizes a “multiplier effec " as (1) content providers aggressively build out digital topographic
`databases of imagery and (2) 3DVU technology becomes integrated and bundled into existing Microsoft
`products and services
`
`Point technology that is largely insulated from competitive pressures on specific devices; potential
`ubiquity capitalizes on macro trends
`
`Provides new technology faster and potentially cheaper than in-house development. Eliminates risk,
`cost overruns and delays in coming to market
`
`- Offers an experienced and accomplished team of 3D visualization experts in programming, mathematics
`and marketing — avoids the difficulty in locating and recruiting scarce and valuable human resources
`
`11
`
`
`
`3DVU
`
`I Value Proposition
`
`A Qualitative Approach to Valuation
`
`m Traditional valuation analysis and metrics are difficult to apply given the company's stage in its
`
`corporate development
`
`Lack of true comparable benchmarks
`
`av Traditional multiple analysis and metrics do not apply
`
`.~ Lack of near-term free cash flow precludes DCF analysis
`
`»« Acquisition value per headcount is unrealistic given market scarcity of demand for
`technical expertise in 3D visualization
`
`12
`
`
`
`3DVU
`
`I Value Proposition
`
`Valuation Drivers
`
`The foilowing qualitative factors will drive valuation:
`
`Market potential for enhanced products employing 3D visualization technology
`
`» Absence of competing technologies in limited computing devices provides an immediate
`competitive advantage
`
`Limited technology risk; many products are commercially proven
`
`.- Strategic partnerships and distribution agreements
`
`»- Formal agreements are in place
`Alliances and partnerships validate 3DVU’s market potential and technology
`
`»- Robust R&D pipeline in mobile handset! PDAs, embedded chipset, defense and mobile gaming
`
`»- Experienced management team with |ocation—based 3D visualization technical and marketing
`backgrounds
`
`Proven ability and quality of engineers I programmers
`)' Scarcity of talent pool in the marketplace
`
`.» Cost of in—house development by Microsoft
`
`13
`
`
`
`3DVU
`
`I Value Proposition
`
`Exceptional Investment Opportunity
`
`3DVU is on the verge of experiencing dramatic and profitable growth
`
`Large addressable market across multiple applications, industries and customers
`
`Primary constraint on growth has been lack of marketing capacity
`
`3DVU and locational mapping markets are at a point of inflexion — accelerated growth looking
`
`forward
`
`Not capital intensive
`
`Continuing to introduce new products I applications and sign distribution agreements
`
`Targeting high performance! high margin applications
`
`14
`
`
`
`111 Selected Case Studies
`
`15
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`
`
`3DVU
`
`I Selected Case Studies
`
`" *°r*'°'°'
`
`Google Acquires Keyhole Corp.
`
`Announce Date — October 27, 2004
`
`Estimated Deal Value - $ 5OM+‘
`
`Deal Summary -
`
`Based in Sunnyvale, CA. Keyhole is a developer of
`geographic information software. The company's
`products enable users to interact with geographic
`information and earth imagery via the Internet or secured
`networks.
`investors included Google. 550 Digital Media
`Ventures. In-Q-Tel. Nvidia, and Oakstone Venture
`Partners.
`
`Deal Rationale -
`
`- Provides Google with a multi-terabyte
`database of proprietary 3-D mapping information
`
`- Keyhole provides an important component in
`Google’s design of geographic and local search
`functions
`
`- Premium content is competitive differentiator
`
`- Potential for increased advertising and
`transaction revenue stream
`
`1 0!2?!O4:
`Keyhole acquisition
`
` 10!21!D4:
`Q3 earnings
`announcement
`
`announced
`
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`‘ CEUT Investment Banking estimates
`Source: Factset and Venturesource. GOOG price from October 1. 2004 - November 30. 2004.
`
`16
`
`
`
`I Selected Case Studies
`
`Tele Atlas N.V. Acquires Geographic Data Technology
`
`
`-IIZTID4
`Tele Atlas receives $210M
`financing proposal from
`Oak investment Partners
`and New Enterprise
`
`Associates
`
`
`
`
`
`4127104:
`Geographic Data
`Technology
`acquisition
`announced
`
`
`
`IG33!
`
`
`
`
`
`OilyClosingSlackPnca
`
`Announce Date — April 27, 2004
`
`Deal Value - $ 100M cash
`
`FYE 2004 Revenues: $ 43.5M EBITDA : $ 6.5M
`
`FYE 2003 Revenues: $ 38.5M EBITDA: $ 2.7M
`
`Deal Summary -
`Based in Lebanon, NH, Geographic Data Technology (GDT)
`is a digital map company that is focused on the North
`American market. GDT has been a pioneer in the
`development of cartographic data for business use and
`provides complete, current and comprehensive geographic
`data. With its street, postal, census and other geographic
`databases, GDT is a leading supplier of cartographic data to
`all major GIS and desktop mapping vendors.
`
`Deal Rationale —
`
`0 The combination will result in an even
`
`more accurate and feature rich digital
`map for North American navigation,
`location based and geographic
`information services markets
`
`- Further strengthen Tele Atlas‘ US
`position, especially in the geographic
`segment.
`
`~ Customers will be served
`by a global entitity with the
`reach and financial
`resources to continue
`
`,0 ;
`$.59
`
`_
`
`investments in products and
`services
`
`- Cost savings of
`approximately $ 24M
`beginning in 2006
`
`Source: Factset and VentureSource. Tele Atlas N.V. price from April 1, 2004 — May 31, 2004.
`
`17
`
`
`
`I Selected Case Studies
`
`Apptis (fka PIanetGov) acquires SkyLine Software Systems
`
`Announce Date - August 21, 2003
`
`Deal Value - Undisclosed
`
`Deal Summary —
`
`Based in Woburn, MA, Skyline Software Systems is a leading provider of network-based. 3D Earth visualization software and services. The
`company offers a comprehensive platform of applications, tools and services that enable the creation and dissemination of complex geospatial
`information in an interactive, photo-realistic 3D form. Skyline technology works on any platform including desktops, wireless handheld devices
`and in-vehicle systems and over any type of network.
`Investors include Aura Investments, Poalim Capital Market, Sadot Venture Capital
`Management. Shrem, Fudim. Kelner 8: Co. TecI1noF’lus Ventures, Tripod Investments and Vertex Management.
`
`Deal Rationale —
`
`- Expands product offerings for Government customers, particularly for military and intelligence communities
`
`- Acquires innovative technologies in the visualization space that allows customers to share relevant geospatial data in a network centric
`infrastructure.
`
`Source: Company filings and Venturesouroe.
`
`18
`
`
`
`I Selected Case Studies
`
`Autodesk Acquires c-plan AG
`c-plan‘
`
`
`Announce Date - May 3. 2005
`
`Deal Value - $ 18M plus net working capital
`
`Business Summary -
`
`With offices in Switzerland and Germany, c-plan AG develops,
`sells and implements geospatial data-management solutions
`using the TOPOBASE geospatial framework. The TOPOBASE
`product. based on Autodesk and Oracle Spatial database
`technology, makes use of international geospatial standrads
`and is implemented by more than 500 customers.
`
`Deal Rationale —
`- Expands Autodesl<’s technology portfolio
`- Strengthens position as a global leader in
`geospataal market
`- Further accelerates the development of third-
`party applications on Autodesk Map 3D and
`Autodesk MapGuide
`
`- Underscores Autodesk’s commitment to open
`standards-based geospatial data-managment
`solutions
`
`Source: Factset and Venturesource. Autodesk prioe from April 1, 2005 — May 31. 2005.
`
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`19
`
`
`
`I Selected Case Studies
`
`
`SiRF Acquires Motorola's GPS Business
`0 “'°"°"°“'
`
`
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`Motorola GPS unit
`acquisition announced
`
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`
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`
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`
`Announced Date — June 2. 2005
`
`D93‘ V""“° ' $ 20'“
`
`Deal Summary -
`
`SiRF Technology acquired Motorola's GPS chip set business
`with about 40 employees. Motorola's GPS chip sets are
`integrated in a variety of products and platforms. These include
`the Motorola Telematics systems for automobile
`manufacturers. select Motorola cellular phones for mobile
`operators worldwide, and Motorola's GPS-enabled two-way
`radio systems for public safety organizations.
`
`Deal Rationale -
`0 Acquire a team with a critical mass of GPS
`expertise
`
`0 Potential to broaden product portfolio and expand
`customer base
`
`- SiRF becomes a preferred GPS technology
`supplier to Motorola
`
`
`
`
`
`closingStockPrice 9E
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`
`On the date of announcement. the stock traded up $ 1.72 or 11.2%.
`an increase in market value of $ 83.7M. At 6!9!O5. a week later,
`SiRF had sustained an increase in market value of $ 72.6M
`
`Source: Factset. Venturesource and CEUT research. SiRF price from May 1, 2005 — June 30. 2005.
`
`20
`
`
`
`Iv Market Activity in the GIS I GPS Sector
`
`21
`
`
`
`3D\/U 1 Market Activity in the GIS I cps Sector
`
`LTM Indexed Stock Price Performance
`
`
`240 .,
`
`GIS Content
`
`220 !
`
`200
`
`180 '
`
`NASDAQ 100 -
`
`_n. 0'}(D
`
`140 _
`
`120 -
`
`
`
`
`
`IndexedPrices(%)
`
`GPS Device
`
`B0 -
`
`60 -
`
`40 .;
`
`_
`
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`
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`
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`
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`
`4.~'05
`
`6.~"05
`
`7105
`
`.
`
`9:05
`
`Source: Factset. As of 09!‘21.F2UD5.
`GPS device companies include: Garmin, NAVTEQ. SIRF ‘l'echno1ogy and Trirnbie Navigaiion
`GIS content cornggnies include: lntermag Technolgies, Maglnfo. and Tale Atlas
`
`22
`
`
`
`3|'_')VU I MarketActivity in the GIS I GPS Sector
`
`
`Recent M&A Activity
`
`
`
`w The highly fragmented GIS I GPS market is experiencing consolidation as companies seek to acquire
`compelling enabling technologies and content
`
`Announce
`Buyer Name
`Date
`11-Jul-2005 NAVTEQ Corp.
`02-Jun-2005 SiRf Technology
`03-May-2005 Autodeslc. Inc.
`27-Oct-2004 Google, Inc.
`08-Sep-2004 EarthData. Inc.
`
`27-Apr-2004 Tele Atlas NV
`
`21-Aug-2003 PIanetGov Inc
`
`Selierlunit
`Business
`Description
`Seller Name {Unit}
`Picture Map lntemational Co. Ltd. Provides digital map services
`Motorola, Inc. (GPS Chip
`Manufactures GPS Chips
`c-plan AG
`Provides geographic information
`Keyhole. Inc.
`Efigfififs mgital mappmg software fonhe
`Horizons, Inc.
`Provides surveying services
`Develops map databases that provide
`the foundation for location-based
`h
`Epplicafions
`evelops network-based 3D Eart
`visuauzation software and services
`
`.
`Skyline Soitware Systems Inc
`
`Geographic Data Technology. Inc.
`
`14-Apr-2003 EarthData, Inc.
`22-Oct-2002 Microsofi Corp.
`
`ISTAR SA (Americas division}
`Vicinity Corp.
`
`Provides digital mapping services
`P'°""’e5 Webmsed '°°""“°“ "‘°“"°°5
`and business intelligence
`
`Source: Mergerstat
`
`Enterprise
`Price I
`Deal Value Method Of Value!
`{Smm}
`Payment Revenue Revenue
`28.5
`2.0
`20.0
`18.0
`Private
`Private
`
`Cash
`
`100.0
`
`.
`Private
`
`Private
`90.7
`
`Cash
`
`2.3
`
`Cash
`
`4.3
`
`5.5
`
`23
`
`
`
`Contact Infonnation
`
`Additional inquires should be directed to:
`
`J .C. Pollak
`
`Managing Director
`Head of M&A
`
`(650) 289-4211
`
`Rick Marchese
`
`Vice President
`
`(650) 289-4208
`
`Mark Green
`
`Managing Director
`Head of Israel Investment Banking
`+972 (9) 961-3005
`
`C. E. Unterberg, Towbin
`275 Middlefield Road, Suite 250
`
`Menlo Park, California 94025
`
`Fax: (650) 289-4250
`
`24