Executing the Strategic Sale vs' IPO

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Executing the StrategicSale vs. IPO

• November 10th, 2006
• Chris Marsh

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What Unicru Delivered
Talent Management Solutions focused on Workforce
Quality and Productivity
Selected Unicru Clients
Our integrated approach to reducing hiring costs
and improving workforce quality includes

• On-Demand Talent Management PlatformHiring
  automation for front-line and corporate
  employees,including an online career site and
  in-store hiring devices
• Proven Employee Selection ProgramsScreening,
  assessment and interviewing tools to
  consistentlyhire people who learn faster,
  perform better and stay longer
• Consulting Services to Drive Business
  ImpactDedicated team of experts work directly
  with our clients toincrease their top and
  bottom-line impact
• Full Implementation and Support ServicesOur
  web-based solution is hosted and managed in
  asoftware-as-a-service model
• World Class Customer List and Massive Contracted
  Revenue Backlog (110 Million)

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Strong Financial MomentumUnicru Summary
Financials (millions)
46.2
37.9
32.1
24.6
millions
2003 2004 2005 2006
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Unicru Ownership Summary _at_ Time of Sale

• Privately held with over 480 shareholders
• Key Venture Investors
• Greylock 9.0
• Venrock 8.5 (board seat)
• Benchmark 7.0
• Peter Lynch 2.0
• Other Investors 55 (est.) many long time angle
  investors
• Execs 10.5
• Employees 8

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Exit Event Considerations Experience

• IPO was an option for 2007 or 2008 but risks and
  constraints for shareholders and management would
  still be a part of that equation
• Macro-economic uncertainties and two other
  companies in the space all ready went Public
• Management and shareholder lock up periods and
  trading risks to get liquid
• Significant new costs related to Sarbox and other
  public company requirements
• Small Market Cap risks
• Tremendous interest in Unicru from Large Cap
  Strategic Buyers
• 7 companies approached management in roughly the
  same time window late 2005
• HCM market was primed for consolidation We
  wanted to drive market movement, and get first
  mover advantage on valuation. Most of these
  companies were partners or known very well. This
  was part of our strategy.
• Most of the Board was supportive of either
  continuing to build the business or taking
  advantage of the favorable market conditions for
  a sale, until late in the sales consideration
  when the true colors became apparent and
  divergent.
• Unicrus strong financial condition and
  corporate hygiene along with unique market
  position allowed us to require public company
  multiples on revenue (4x) and a full cash offer
• Bankers added modest value to process behind
  the scenes with valuation analyses
• Not appropriate for negotiations with buy-side
  senior management when the relationships are
  already established
• Even well structured fee arrangement created
  counter productive behavior in competitive deals

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Questions?