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Transaction Summaries

IBM acquires Star Analytics

Star Analytics is a provider of process automation and integration solutions across hybrid computing environments. With Star, line of business users are empowered to provide enterprises a cost-effective way to automate and integrate operational data for better business decisions. Starís software is proven in optimizing BI, finance, planning and analysis applications in several Fortune 500 accounts and its solution is easily extensible to other front line departments. Notably, Starís automation solution can run in the cloud, enabling automations to be hosted, run and managed in the cloud with data residing in hybrid cloud/on premise environments.

As a result, Star brings unique and valuable cloud automation solutions to IBM and in the process opens an untapped $4 billion market in automating line of business processes. Previously, line of business users were hamstrung by IT departments and their backlogs, but with Star, automation control is pushed to authorized business users while enabling IT to maintain control and actually improve compliance. Further, Starís integration solution enables users to extract and combine data from proprietary BI formats to open this data to a broader set of BI and reporting solutions from IBM and others.

Making this strategic pitch to IBM was a critical part of the success in this project requiring the dedicated efforts of Star and Stratagem. Further, with Stratagem, Star was able to concentrate heavily on successfully growing its customer base to be in the best operating condition during the negotiation and sales process. We are very pleased with this successful outcome for the Star team and to have played an important role in this highly visible industry transaction.

Read news on IBM's website


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Google has acquired eBook Technologies

eBook Technologies Inc. (ETI) and its team virtually founded the eBook market and through their combined  efforts amassed what is likely the richest portfolio of advanced EPUB-compliant software for eReading systems. Its software is state of the art. While others were building the basics, ETI was devoting its resources to addressing next generation features and extensions. In additional, ETI’s team occupied key positions in the IDPF, the standards body behind EPUB, and Garth Conboy, ETI’s President, was Chairman of the IDPF at the time of the transaction.

Building on the success of its Android platform, Google clearly has a critical stake in leading the market in eReading software and in providing systems and capabilities to both consumers and industry partners. For Google, ETI has obvious attractions, and it gains significant benefits from both ETI’s technology as well as from gaining access to ETI’s notable talent.

Stratagem is proud to have served as ETI’s exclusive financial advisor and playing an integral role in bringing these companies together in an industry-shaping transaction. Likewise we are excited to have helped the ETI team realize the value of several years of arduous work and enable the ETI team to participate in having its technology occupy a top-tier position in the worldwide market.

Read news on the acquisition by TechCrunch


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Infra has been acquired by EMC

Infra Corporation was a Sydney-based leader in IT Service Management with a particularly strong product and technology position thanks to its pure web architecture and native ITIL foundation. While several of its competitors, including HP, BMC and CA are kingpins in the IT management infrastructure, Infra was able to consistently gain market share through the superiority of its solution and significant total cost of ownership benefits.

Our success is evident in the fact that we generated notable interest from numerous parties and received multiple offers for the company. With each of these offers, Stratagem acted as the lead for negotiating them to a refined and detailed letter of intent. Once the LOI was signed, Stratagem continued its dedicated service to further the due diligence process and assist in the detailed review and negotiation of the legal agreements.

Clearly, this is an industry shaping transaction as it combines the world leader in IT infrastructure with the leading technology in IT Service Management built entirely on a web and ITIL platform. The prize is a $10 billion market for IT Service Management in the throws of a huge replacement cycle.

Read the press release


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Stampede has been acquired by Comtech Telecommunications

Stampedeģ Technologies was one of the earliest providers, and long-standing technology leaders, of WAN optimization and application acceleration solutions. Its industry leadership is validated by eight industry patents awarded the firm. Stampede was also particularly well positioned to take advantage of key growth trends in the market. For instance, as the market shifted to more browser-based applications, Stampede’s market-leading capabilities in optimizing HTTP/HTTPS traffic positioned it to win market share. Likewise, Stampede’s acknowledged strength in software-based WAN Optimization positioned it well for the exploding mobile web market.

Comtech EF Data, a subsidiary of Comtech Telecommunications Corporation (NASDAQ: CMTL), saw these and other Stampede strengths, recognizing how they could help Comtech improve its existing position in military satellite bandwidth efficiency and accelerate its ability to compete more effectively in the large commercial satellite bandwidth optimization market.

Stratagem is proud to have been able to help bring these companies together in an acquisition that clearly benefits both parties to the transaction.

Read the press release


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CustomerSat has merged with MarketTools

CustomerSat, a 10-year old firm, recognized by Gartner as one of a small set of leaders in Enterprise Feedback Management, had built a fast-growing, consistently-profitable, and highly-recurring SaaS business. Further, it did so on a minimum of outside capital. As a result of this track record, the company was approached by multiple players in the industry who were interested in acquiring it.

CustomerSat's founder, chairman, and CEO selected Stratagem to help the company formalize, evaluate, and optimize these and other options. Among offers from both publicly-traded and privately-traded companies, the strategic fit, personality match, and long-term opportunity led to CustomerSat's merger with MarketTools.

Stratagem led every stage of the strategic partnering process, from evaluation of options, to building financial models and presentations, to negotiating the LOIs and definitive agreement, and finally, to the detailed due diligence process. As the company continued its focus to execute on its business plan, Stratagem picked up much of the effort to shepherd this transaction through the process to completion. We are proud to have provided such a high level of service to CustomerSat.


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Astound has been acquired by Genesys Conferencing

Astound was a Toronto-based technology leader in web conferencing, but entered the market later than prominent vendors, such as WebEx and Placeware, and lagged them in total capital raised. Stratagem’s efforts over a 12-month period resulted in a strategic investment, an OEM license (both described below) and finally a high value company sale.

France-based Genesys Conferencing, the world’s largest independent audio conferencing vendor, purchased Astound in order to strategically position Genesys with an integrated voice and web conferencing solution. The valuation at announcement was $65M.

The Astound engagement exemplifies the value of our unique approach, which defines strategic partnering as a value-building process as opposed to a singular event.

Read the case study


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WebVisible Receives Series A Funding from Redpoint Ventures

WebVisible (pka SME Global Solutions) is one of the burgeoning leaders in the exciting and fast growth market of local online advertising. Specifically, Webvisible's software and services solution enables any firm with an ad sales channel that touches local merchants to easily sell, deliver and manage online advertising. Leveraging the founders' long history in the Yellow Pages industry, the company built an admirable early lead with customer such as Dex Media, Interland, BellSouth, Verizon and others. What they needed was money to grow their business and capitalize on their lead in this hot market.

While the founders had a tremendous breadth of operating experience, they had virtually no experience in the venture capital arena. Stratagem entered and led the company's entire efforts to prepare the company, market the opportunity and close the deal. Our efforts spanned writing the business plan, designing the forecasting model, building the PowerPoint presentations, contacting the Venture Capitalists, making the initial pitch to secure meetings, managing the meetings and follow ups, and running the process to bring competitive terms sheets to the table. Based on our efforts, the founders were able to choose between attractive alternatives and decided to close the deal with Redpoint Ventures, one of the premier venture capital firms with a rich history of highly successful investing.


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FastObjects has been acquired by Versant

FastObjects is the exclusive North American distributor of the FastObjects database management product. Stratagem worked with FastObjects over a 7-month period to negotiate and close the sale of FastObjects to Versant Corporation (NASDAQ: VSNT), an industry leader in data management and integration software.

Initially, our negotiations were conducted with Poet Holdings, the German-based owner of the FastObjects product line. Following Poet’s merger with Versant, Stratagem led the continued negotiations with Versant through deal closure.


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Astound received a Strategic Investment from Genesys Conferencing

Stratagem secured a $5M strategic investment for Astound from Genesys Conferencing, enabling Astound to escalate its sales and marketing efforts and continue to build greater value in advance of a final sale.

In addition, the strategic investment laid the groundwork for the working relationships between the parties and enabled them to negotiate the final sale agreement without undue time pressure – a particularly critical element for Astound since the company was burning cash to maintain growth in a competitive market.

We worked side-by-side with Astound’s management to negotiate the transaction and brought competitive bidders to the table that enhanced negotiating leverage.

Read the case study


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Astound signed an OEM licensing deal with NICE Systems

Thanks to our unique strategic partnering process that opens the door to a variety of opportunities, we identified and cultivated multiple partnership discussions for Astound.

In addition to the transactions noted previously with Genesys, our introduction and marketing enabled Astound to complete an OEM license with NICE Systems, which provided Astound with a mid-six-figure initial commitment bolstered by on-going royalty payments.

Read the case study


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HEDRON LLC

Merant has acquired HEDRON LLC

Merant, a $125M software company (publicly traded in both the US and UK until being acquired by Serena Software in May 2004), hired us to help define and lead the execution of its corporate development efforts.

We worked with several layers of senior management to develop and gain consensus on a comprehensive partnering plan. We identified that a key technology needed to advance Merant's strategic plan was a powerful analytics framework. After spearheading an exhaustive market search, we led the acquisition of Hedron LLC, a company with groundbreaking analytics capabilities and proven customers. The price paid by Merant was a very small fraction of that paid for the technology only 2 years previously.

Read the case study


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CATALYST SYSTEMS

Merant has signed an OEM & joint development agreetment with Catalyst Systems

Stratagem negotiated and closed an OEM and joint development agreement with Catalyst Systems that expanded Merant’s platform coverage to IBM mainframes while also shoring up a key technical weakness in the heart of Merant’s product line.

The mainframe product was targeted at competing with Serena’s primary product and lucrative cash cow. Merant’s early success with the product was almost certainly a factor in Serena’s acquisition of Merant.

Read the case study


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ECLIPSE SOFTWARE

JetForm has acquired Eclipse Software

During Stratagem’s multi-year engagement with JetForm, we helped the company to expand its product and competitive position by leading an ongoing M&A effort. In this instance, we evaluated software companies that could expand JetForm’s solution onto IBM’s AS/400 platform.

Eclipse was one of the two finalists we evaluated, with Eclipse demonstrating impressive technical capabilities and extraordinary domain expertise for a relatively small company.

In addition to working side-by-side with JetForm executives during the competitive evaluation, Stratagem also led the financial analysis, advised on valuation and actively participated in the negotiations.


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PROACTIVE SYSTEMS

JetForm has acquired Proactive Systems

In this transaction, we helped JetForm expand its direct geographic presence in Europe and other locations. Proactive Systems, headquartered in the UK, brought a variety of assets to the table including complementary technology, customers, distribution capabilities and telemarketing expertise (to complement JetForm’s direct sales model).

We advised JetForm on the transaction, working closely with management on the company evaluation, financial analysis and negotiations.


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JetForm received a $20,000,000 Strategic Investment from Moore

Shortly after JetForm went public, JetForm and Moore began broad reaching discussions to explore ways in which the companies could work more closely together.

Moore was looking to mitigate declining sales in its $1.5B paper forms business by enabling its customers to move to electronic forms. JetForm knew that it would benefit from additional capital and distribution presence.

We advised JetForm during these discussions which resulted in the strategic investment at a valuation of 10X trailing revenues.


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JetForm signed a Strategic Resale Agreement with Moore

Concurrent with the strategic investment, the two companies signed a strategic resale agreement whereby JetForm gained greatly expanded distribution capabilities.

As a longtime leader in paper forms, Moore had 850 direct sales people around the world with significant account presence in large enterprises. While greater distribution was a powerful benefit for JetForm, significant thought and effort went into the agreement to minimize channel conflict.

We advised JetForm during this transaction.


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INSTITUTIONAL INVESTORS

JetForm received Equity Investment from Institutional Investors

As a small, private company located in Canada, JetForm was looking for additional capital and presence to leverage its leading technology in electronic forms and workflow. We were hired to help the company explore three primary options to gain additional leverage: M&A, VC and a small cap IPO.

Stratagem led the efforts to explore all three options, bringing interested parties to JetForm in each of three option categories. The JetForm Board chose the small cap IPO after weighing the benefits of the higher valuation versus the risks of a small cap IPO and we continued to advise them through completion of the offering that netted the company $5M.


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Eventus has been acquired by Segue

Eventus, while an early player in the web content management arena, was still about 12 months behind prominent players such as Interwoven and Vignette in both customer traction and funding. Eventus had notable customer wins and technical advantages, but lacked the financial resources to remain competitive. When we entered the picture, cash was basically gone.

We were hired to actively manage possible interest from two interested parties, while bringing others to the table, if possible. Neither of the original parties moved beyond their previous level of interest; however, Stratagem succeeded in bringing a handful of other parties to the table. One of those other parties, Segue, showed significant interest and we were able to negotiate a valuation above the asking price. We continued to manage the negotiations and closed the transaction in only two months from the start of our engagement.


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NANTUCKET

Nantucket has been acquired by Computer Associates

Nantucket was a sole proprietorship with a large, leading position in dBASE compilers – a lucrative market, but declining in importance. In addition, Nantucket had developed a breakthrough object-oriented development environment, but lacked the resources and market presence to capitalize on it.

Because confidentiality was paramount to the owner, we only presented the opportunity to a total of 5 potential acquirers under a very tight NDA. With only five companies on the list, Stratagem’s carefully crafted customized pitches were essential to this engagement. Two of the parties engaged in a bidding war, with Computer Associates winning. The valuation was quoted at $80M.


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Evolve received $10,000,000 Investment from Sierra Ventures

After several years of development and substantial money invested, Evolve was finally ready to ship the first version of its revolutionary professional services automation software. The first pilot customers were in place and initial feedback was favorable, but at the 11th hour, unexpected roadblocks scuttled a desperately needed funding round. The company was in a cash crisis, just weeks away from laying off most of its staff and possible bankruptcy.

We entered and immediately tapped a group of investment and bridge loan sources that were most likely to move quickly. Parties in both camps stepped forward, but Sierra Ventures was willing to provide both types of funds. It took less than three months from initial contact to close a $10M equity investment, with Sierra bridging the company until then. Evolve used the capital to successfully launch its new product and to reach the IPO market only about 18 months later.


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BACHMAN

Bachman Information Systems has acquired Cadre Technologies

After a long and successful history that included an IPO, Bachman fell on some challenging times. Its dominant position in mainframe-based tools for modeling application development suffered as the market increasingly moved to distributed systems. Further, user preferences were changing from an entity relationship methodology to that of object-oriented programming. We were hired to help the company use strategic partnering to re-ignite growth and enhance the company’s competitive position.

We began by collaborating with the executive team to identify and profile possible expansion categories and companies within those categories. We then cross-referenced the profiles against Bachman’s own strengths and weaknesses. We introduced Cadre as a candidate because Cadre would offer an immediate financial boost, plus provide an exciting new object-oriented modeling solution. The deal doubled Bachman’s size but only resulted in 20% dilution to existing shareholders. The deal, valued at $40 million, was very well received with Bachman’s share price increasing 22% on the announcement, adding roughly $40 million to its market capitalization.


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Prodea Software has been acquired by Platinum Technology

Prodea was one of the early leaders in business intelligence solutions that enabled enterprises to slice and dice marketing information in large SQL databases. We worked with Prodea on several projects over a 15-month period, including the divestiture of a groundbreaking workflow solution.

The culmination of our work was advising Prodea on the $36 million acquisition by Platinum, a company known for its aggressive acquisition style. We provided Prodea a fairness opinion to its shareholders.


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Relia has been acquired by Computer Associates

Realia was one of the two market leaders for distributed COBOL application development systems and long admired for the power and speed of its solutions. When we met Realia’s two founders, they were at a critical juncture in the company’s corporate development. The company had been internally funded, but to take the company to the next level, the founders knew they needed to bring in outside funds. Thus, they needed to decide whether to accept the dilution of ownership and control by raising money, or find a buyer that could provide immediate liquidity. Stratagem advised on their options and they elected to seek a buyer.

In addition to introducing Realia to several potential buyers, we assisted in the negotiation of the transaction, which provided the founders with immediate liquidity and additional upside based on the future success of the product line.

One of Realia’s founders, Marc Sokol, enjoyed great success as a CA employee, receiving several promotions and eventually running product strategy for distributed systems. Marc is now a leading venture capitalist at JK&B Capital.


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SCO completed a Private Plaement with Vertex & Others

Santa Cruz Operation (SCO) was the leading supplier of UNIX operating environments for Intel-based systems during the time we worked with the company. SCO hired Stratagem to help it raise a mezzanine round of capital to fund the company until its IPO. In addition, some shareholders were looking for immediate liquidity.

Because SCO had already substantially tapped out the US investor market at rich valuations, this was a particularly challenging engagement. We introduced the company to several capital sources, concentrating on late stage investors in Europe and Asia. Our efforts uncovered Vertex, a venture capital fund with significant ties to the Singaporean government, as the investor who led the investment round. We completed this round of funding, which was the last before SCO’s IPO.


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Geodesic Systems has been acquired by Veritas

We represented Geodesic Systems in a two-stage partnering deal: a strategic financing from Precise Software (see below) and subsequent sale to Veritas Software.

Geodesic developed and sold an innovative and highly technical runtime application service level management solution. Precise, and subsequently Veritas, were interested in Geodesic’s unique and patented solution because it could proactively repair applications, in contrast to traditional reactive monitoring.

Veritas completed the purchase of Geodesic after its acquisition of Precise. Due to the specifics of the transaction, the deal was structured as an asset purchase.


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Geodesic Systems has received a Strategic Investment from Precise Systems

In the first of a two-stage partnering deal, we secured $3M in strategic capital from Precise Systems along with an OEM license agreement and a downstream purchase option.

Because Geodesic sold a highly technical solution, the way we positioned the opportunity for partners was both critically important and particularly challenging. Nevertheless, we won audiences for Geodesic with the “who’s who” of leading development tool and service management companies. Demonstrating the value of our “never say die” philosophy, Precise rejected our overtures on two separate occasions before finally embracing the value of this partnership.


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Recipio received a $12,000,000 Strategic Investment
from OmnicomGroup, NBCi, and Others

Recipio hired Stratagem to identify and court a variety of financial and strategic investors. The company had just begun shipping an innovative solution that leveraged the power and scale of the Internet to help large companies manage their brands. As with many young companies, they sorely needed new funding and strategic partners to accelerate revenue growth at a critical juncture.

Omnicom’s Rapp Collins division, one of the leading ad agencies focused on interactive channels led the $12 million round also providing Recipio with strategic distribution benefits. Likewise, NBCi was another prominent investor in the round and became a customer to help manage audience reaction to its shows.


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Trapezo has been acquired by Perfect Commerce

Trapezo developed and sold a solution to automatically distribute, maintain and optimize sales and marketing content on eCommerce partner websites for notable customers, such as DELL, Compaq and CNET.

Stratagem was hired for the engagement and actively led the acquisition by Perfect Commerce, which purchased the company to facilitate partnerships between manufacturers and their suppliers.


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Pacer Software has been acquired by NetManage

Pacer was one of the long-standing leaders in connectivity software for Macintosh-to-host environments. In addition, Pacer had a rich solution for collaborative workgroups and knowledge sharing that provided much of Lotus Notes’ functionality without the administration costs and usability challenges.

Although the Macintosh platform was already in decline within corporate environments, we persisted until we found an attractive home with AGE*Logic, another privately held provider of communication solutions. AGE*Logic was subsequently acquired by NetManage, providing liquidity to Pacer’s shareholders.


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Aldus has divested SuperCard to Allegiant Software

Aldus, the kingpin of the desktop publishing phenomenon of the late 1980’s, acquired Silicon Beach Software, a successful developer of Macintosh products, including SuperCard, a hypertext publishing tool. While SuperCard was a powerful solution that foreshadowed Internet navigation as we know it today, the product did not fit within Aldus’ strategic direction and domain expertise.

Aldus hired Stratagem to divest the SuperCard business. We found a home for the SuperCard product and employees at Allegiant Software, and provided Aldus with a notable offset to the cost of its Silicon Beach acquisition. Allegiant subsequently went public with SuperCard as its principal asset.


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ConsultLink has been acquired by Exigen

ConsultLink was in the enviable position of having built the largest Internet database of consultants just as the Internet began to explode. In addition, the company began to monetize this asset by acting as the intermediary in consulting engagements. The company, while still fledgling, attracted the attention of one of the Internet’s early public companies, which was using M&A to build its market position.

ConsultLink hired Stratagem to assist in the negotiations with this party and, if possible, to immediately bring alternatives to the table. Through our negotiations, we were able to raise the initial company’s offer by roughly 50%, and bring two other bidders to the table, each of which substantially outbid the initial prospect. We completed the deal with Portera, a division of Exigen, who provided both the highest bid and the most attractive deal structure for ConsultLink.


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INSTITUTIONAL INVESTORS

Novadigm received an Equity Investment from Institutional Investors

When we met the company, Novadigm was barely out of the development stage with aspirations to establish itself as a leader in the management of distributed systems in large enterprises. Novadigm’s technical challenges were large, but the company had successful initial deployments with beta customers. Management believed they had a significant market opportunity, but needed capital to leverage its early mover advantage.

Novadigm hired Stratagem to assess and cultivate a variety of fundraising and strategic capital options. We succeeded in providing the company with a triumvirate of options from which to choose: M&A, strategic capital and financial capital. Novadigm’s Board chose the financial capital route, and leveraged the investment deal we delivered to become a healthy, NASDAQ-listed company until its eventual acquisition by its long-time strategic partner, Hewlett-Packard.


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EXTENSION TECHNOLOGIES

Extension Technologies has been acquired by Hewlett Packard

Extension Technologies was a small company with a breakthrough solution that provided corporations with low-cost remote network access solutions. The company elected to find a strategic buyer rather than raise additional funding and hired Stratagem for this engagement.

The company’s patented technology had broad-reaching value, but it was clear that the company’s marketing message was falling short. Stratagem streamlined the company’s messaging and customized marketing materials to position the opportunity most effectively for each prospective partner. Thanks to our contacts and targeted marketing efforts, we were able to secure a dozen meetings with decision makers at the leading internetworking vendors, including Cisco, IBM and many others. The eventual bidding came down to Intel and a division of HP, with the latter ending up winning.


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Strata has received a Strategic Investment from Evans & Sutherland

Strata was one a leading participant in the 3D graphics and visualization business with a significant share of the Macintosh market. The company hired Stratagem to help raise the capital it needed to expand the business and to bolster its leadership status.

During our search and discussions, we recognized that Evans & Sutherland, a graphics industry pioneer, needed a way to move its powerful technologies and market position to open systems and mass marketing. Based on a long set of discussions to determine the best course of action, the companies agreed to pursue a strategic investment and technology sharing agreement. We advised Strata throughout the transaction.


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Cognitech Corporation has been acquired by Maximizer

Cognitech was a prominent player in the sales force automation market with its highly regarded Sharkware product. Further, the company had moved the product beyond being a desktop tool to a true client/server solution with an SQL database architecture. The development process was a costly one though, putting the company in a serious financial bind.

Cognitech elected to find a buyer for the company and hired Stratagem for this engagement. After an extensive all out effort, and in spite of negotiating from a position of weakness, we successfully closed a sale to Maximizer. This deal not only saved the company from impending bankruptcy, but provided the investors with a profit on their invested capital as well.


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Numerical Design has licensed technology to Adobe

Numerical Design Ltd. (NDL) is one of the pioneers in 3D visualization software and its technical founder is credited with popularizing many of the 3D technologies now pervasive with firms, such as Pixar.

As part of our broad effort to expand the distribution and reach of NDL’s technologies, we approached several leading mass-market graphics firms. This deal with Adobe involved the NDL building a custom product, which became Adobe Dimensions. Adobe then acquired the product outright from NDL. In addition, we introduced NDL to several other potential partners and helped the company close technology licensing deals with Autodesk and Asymetrix.


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Diamond Head Software received a Strategic Investment from Hummingbird

Diamond Head Software (DHS) was a leading document imaging and storage management firm with over 2000 clients. In spite of its successes, customers increasingly viewed DHS’s technology as a component of a larger document management solution. This prompted DHS to consider its strategic alternatives.

DHS hired Stratagem to explore a variety of strategic partnering options with the leading players in document management other synergistic sectors. We were successful in structuring and closing a deal with Hummingbird’s PC Docs division that provided DHS with three valuable assets: a strategic investment, a joint development agreement and strategic distribution of DHS products. Hummingbird later acquired all of DHS’s imaging business.


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Thinkfree has been Acquired by Haansoft of Korea

Thinkfree was the developer of a 100% Java-based office suite with a very high degree of compatibility with Microsoft Office. Recognizing the small number of potential buyers in the desktop office productivity market, Stratagem expanded the scope of prospects to include Java-centric enterprise software vendors and overseas firms.

We were successful in closing an all cash sale to Haansoft, a public Korean software company and the #1 provider of office productivity software in Korea.

In addition to closing the company sale, we cultivated partnership opportunities with a top tier enterprise software company and two notable retail software firms. We successfully negotiated terms with Haansoft to provide Thinkfree shareholders with additional downstream consideration from these partnerships.