EFTA01369724.pdf

INFOR Acquisition Corp. vlINFOR A(-QU's'TN)NCORV CAD230mm Canadian SPAC IPO Deutsche Bank, BMO Summary IPO terms INFOR Acquisition Corp overview Capital Markets and CIBC • INFOR Acquisition Corp is a newly organized special purpose and acted as bookrunners rI ps1,F9R acquisition corporation formed for the purpose of effecting a business combination with a premier Canadian business for INFOR Acquisition Announcement date: April 22, 2015 • Target business would not be limited to a particular industry. although Corp, which is sponsored the Company intends to target businesses that operate in the financial Transaction size: CAD200mm • 15% Over-Allotment Option by INFOR Financial senaces, industrial. discretionary, infrastructure. staples and 23mm units healthcare technology industries Group, an independent Securities offered: - Each unit consisting or one Class A Restricted Voting Share and % Warrant • Affiliated with Element Financial Corp. which invested 52 4mm out of merchant bank based in Amount held in trust: Equal to 103% of the oftering proceeds the SPACs $8 0mm of 'at-risk' capital Toronto Sponsor "at risk" CADS Omm investment in shares al CAD10.00 per Strong alignment of interest with SI 6mm of -at-risk" capital contributed investment: share (direct purchase of 8.0mm Class B shares) by SPAC board of directors and an additional option by independent directors to invest an additional $0 8mm in commitments pan-passu with Shares issued to sponsor al formation equivalent to investors on closing Sponsor promote: 20.0% of common equity ownership (including Class A shares and Class B shares) post-public raise • Will have active engagement from board of directors who are industry- Bookrunners Deutsche Bank. BMO Capital Markets and CIBC leaders in Canada with deep financial services and political connections Key management Sponsor highlights Key offering highlights Name Significant xperience in providing advisory services on First Canadian SPAC IPO Position Ye transformative transactions and related capital markets activity O Upstzed from CAD100mm to CAD200mm during marketing Neil M Selle Completed transactions across all industry segments. and process CEO kit specializing in TMT and financial services Extremely high quality order book with meaningful presence of Dennis PeHann many premier long-only's CFO • Experienced team has been directly involved in originating and 1. executing over 400 transactions totaling over $150bn Greg Lewis Directors have strong relationships throughout the North O Meaningful over-subscription SVP Strong access to credit markets for acquisition financing V American capital markets to identifying new opportunities 0 Proven expertise in advising and executing on strategic growth Entrance and extensive participation from Canadian investors and value creation initiatives for North American businesses ( Robust track record of realizing significant value through the Support and investor conviction for SPACs continue to -1 execution of roll-up and consolidation strategies grow, even in non-US markets such as Europe and Canada Deutsche Bank Company data 39 Corporate Banking & Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062159 CONFIDENTIAL SDNY_GM_00208343 EFTA01369724