Metaforic Acquisition Uniquely position INSIDE Secure on Mobile - - PowerPoint PPT Presentation

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Metaforic Acquisition Uniquely position INSIDE Secure on Mobile - - PowerPoint PPT Presentation

Metaforic Acquisition Uniquely position INSIDE Secure on Mobile Security April 7, 2014 1 1 INVESTORS PRESENTATION SEPTEMBER 2012 Metaforic Acquisition, April 2014 Disclaimer This communication does not constitute an offer to purchase or


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INVESTORS PRESENTATION – SEPTEMBER 2012

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Metaforic Acquisition, April 2014

Metaforic Acquisition

Uniquely position INSIDE Secure

  • n Mobile Security

April 7, 2014

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INVESTORS PRESENTATION – SEPTEMBER 2012

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Metaforic Acquisition, April 2014

Disclaimer

This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of INSIDE Secure. This communication contains certain statements that are neither reported financial results nor other historical information and other statements concerning INSIDE Secure. These statements may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, events, products and services and future performance. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates" and similar expressions. These and other information and statements contained in this communication constitute forward- looking statements for purposes of applicable securities laws. Although management of the company believes that the expectations reflected in the forward looking statements are reasonable, investors and security holders are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the company, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements, and the company cannot guarantee future results, levels of activity, performance or

  • achievements. Factors that could cause actual results to differ materially from those estimated by the forward-looking statements

contained in this communication include, but are not limited to: trends in semiconductor and wireless communication markets; the company's ability to develop new technology and the effects of competing technologies developed and expected intense competition generally in the companies' main markets; profitability of expansion strategy; challenges to or loss of intellectual property rights; ability to establish and maintain strategic relationships in its major businesses; ability to develop and take advantage of new products and software; future acquisitions and investments; the ability of the company's to integrate acquired businesses, activities and companies according to expectations; the ability of the company to achieve the expected synergies from acquisitions; and changes in global, political, economic, business, competitive, market and regulatory forces. Moreover, neither the company nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. The forward-looking statements contained in this communication speak

  • nly as of the date of this communication and the company are under no duty, and do not undertake, to update any of the forward-looking

statements after this date to conform such statements to actual results, to reflect the occurrence of anticipated results or otherwise except as otherwise required by applicable law or regulations.

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Metaforic Acquisition, April 2014

Transaction Highlights Metaforic Overview lNSIDE Secure: Strategic Focus Q&A

Agenda

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Metaforic Acquisition, April 2014

Metaforic acquisition

  • Provides access to a key technology for enabling cloud-based

mobile payments security with Host Card Emulation (HCE)

  • Complements existing INSIDE Secure enterprise secure

access (VPN) and content protection (DRM) solutions with mobile payments, with cross-selling opportunities

  • INSIDE paid $11.6 million in cash in consideration for the

shares with a potential earn-out of up to US$4.5 million.

  • A venture capital-backed company, Metaforic has headquarters

in Scotland and operations in Silicon Valley (California).

  • The Supervisory Board of INSIDE Secure has unanimously

approved this transaction, aligned with INSIDE Secure’s strategy

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Metaforic Acquisition, April 2014

Highly strategic acquisition

  • Uniquely positions INSIDE Secure as the only company able to

provide security solutions for enterprise secure access, digital entertainment and financial services markets: the 3 main market drivers for mobile security;

  • Extends INSIDE Secure’s lead in providing the most

comprehensive system solution (hardware, software and IP)

  • ffering in the security industry:
  • Supports INSIDE Secure’s vision of security convergence

roadmap within smartphone and is critical to overcome upcoming architectural and certification discontinuities in mobile security;

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Metaforic Acquisition, April 2014

Transaction Highlights Metaforic Overview lNSIDE Secure: Strategic Focus Q&A

Agenda

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Metaforic Acquisition, April 2014

Metaforic Overview

  • Leader in security solutions through obfuscation

technologies and encryption-related security software

  • Provides leading self-defending software security

infrastructure

  • Owns critical technologies to reinforce security of Host

Card Emulation (HCE) based mobile payments, wallets and mobile banking applications

  • A wide range of award-winning software products
  • Robust IP portfolio, with multiple patents granted &

pending, 100+ person-years R&D

  • Metaforic customers includes e.g. HBO, BBC (for

entertainment DRM), Good technology (BYOD enterprise security) , Autodesk in CAM,…

  • Expert teams in UK and Silicon Valley (California)

Award winning expertise

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Metaforic Acquisition, April 2014

Metaforic’s products

  • Protects application

logic from being easily understood, altered or extracted

  • Hampers any hackers

attempt to understand application (Code Obfuscation and source level) and/or Data

  • Protects IP
  • Holds Data within app

in protected crypto algorithms

Metaforic Core

  • Provide a Software

Cryptographic framework

  • Protects Data at rest,

Data in transit and Data in use

Metaforic Concealer Metaforic Authenticator

  • Creates software-to-

software trust, validating external functions, processes

  • r servers
  • Challenges response

from Source

Metaforic White-Box-Crypto

  • Turns apps into
  • perationally identical,

self-defending versions

  • Provides tamper

proofing, tamper policies, with execution trust and reporting capabilities

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Metaforic Acquisition, April 2014

Key Technology for Cloud-Based/HCE Mobile Payment

  • It allows for contactless payments

and other services to be made directly between consumers' banks mobile application and retailers point-of-sale using NFC technology.

  • It allows the sensitive data used to

facilitate transactions to be stored on, and accessed from, cloud servers rather than a mobile device and without the use of a secure element or a SIM card.

  • Technology backed by Visa and

MasterCard in February 2014

Host Card Emulation: what is it ? With Metaforic, INSIDE Secure reinforce security of Cloud-Based/HCE Mobile Payment Metaforic’s technologies i.e. software obfuscation and White- Box-Crypto are critical to reinforce security of mobile payment application running on the smartphone (Host CPU)

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Metaforic in within INSIDE Secure: Cross selling opportunities

  • Protecting downloadable DRM clients
  • Hardened Downloadable VPN on Mobile & Embedded
  • Protecting data flow through a Codec for DRM
  • Security Infrastructure for Payment Applications
  • Security & Cryptography for Android 4.4 HCE NFC payments
  • Security Infrastructure for BYOD
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Metaforic Acquisition, April 2014

INSIDE Most Comprehensive Security System Solution

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Metaforic Acquisition, April 2014

Transaction Highlights Metaforic Overview lNSIDE Secure: Strategic Focus Q&A

Agenda

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INSIDE Secure’s strategic execution plan

  • ver the last 18 months

Dec.12

Acquisition

  • f ESS

Mar.13

WW Reorganization plan launch

Jul.13

ESS integration & Stage 2

  • f reorganization

plan finalized INTEL NFC License announcement

March 14 Oct.13

Operational Reshaping in two Business divisions : Mobile Security Secure Transactions Acquiring Metaforic

April 14

  • Acquisition of Metaforic marks another step towards refocus of INSIDE

Secure, after strategic shift initiated with the acquisition of ESS

  • Consistent with INSIDE Secure’s roadmap, to offer a comprehensive range of

security solutions, addressing growing market needs

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Metaforic Acquisition, April 2014

Metaforic: reinforcing the Mobile Security Business

Supported by : Common R&D and IPs Common Operations Global sales force Providing tailored solutions based on secure microcontrollers, secure firmware and associated services to protect customers key assets Providing a comprehensive suite of embedded security solutions for mobile devices combining IPs, hardware and software to protect enterprise, entertainment, and payment applications

SECURE TRANSACTIONS MOBILE SECURITY

  • The acquisition of Metaforic follows a two year partnership between the two

companies.

  • Metaforic will be integrated within INSIDE Secure’s Mobile Security division
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Metaforic Acquisition, April 2014

Financial Considerations

  • Acquisition of 100% of shares outstanding from founders and

venture capital funds on April 5, 2014

  • Transaction consideration of up to $16.1 million:

─ $11.6 million paid in cash in consideration for the shares at closing ─ additional payment of up to $4.5 million in cash payable in 2015, subject

to achievement of certain 2014 business milestones.

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Conclusion

  • Highly strategic acquisition to support INSIDE Secure strategic

vision:

  • Provides access to a key technology for enabling cloud-based

mobile payments security with Host Card Emulation (HCE)

  • Uniquely positions INSIDE Secure as the only company able to

provide security solutions for the 3 main drivers for mobile security: Enterprise secure access, digital entertainment and financial services markets.

  • Extends INSIDE Secure’s lead in providing the most

comprehensive system solution offering in the security industry

  • Consistent with INSIDE Secure refocus and strategic roadmap
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Q&A