Green Manning & Bunch Advises CAD Potential, Inc. on Its Sale to INCAT International

DENVER, July 13 -- Business Advisors, the division of Green Manning & Bunch, Ltd. (GMB) focused on lower middle-market investment banking services, announced the sale of Denver-based CAD Potential, Inc. (Cadpo) to a subsidiary of INCAT International plc , a London-based provider of software solutions to automotive, aerospace and industrial manufacturers. GMB served as Cadpo's exclusive financial advisor in the transaction.

Founded in 1988, Cadpo provides products and services to the MCAD/PLM industry. Led by Kevin Noe and David Fedler, Cadpo provides "engineering knowledge" training through i.get.it(R), the only complete Internet-based e-learning management system that supports multiple PLM software applications. Cadpo also provides consulting services and instructor-led learning in the efficient utilization of Unigraphics, Dassault and Teamcenter software; best practice analysis; assessment measurement; product design and onsite engineering support. Cadpo partnered with The Society of Automotive Engineers (SAE) to develop the industry's first global automotive CAD certification program. Cadpo's customers include some of the world's largest MCAD/PLM-reliant manufacturers in the automotive, aerospace and consumer products industry, such as General Motors, 3M, Boeing, General Electric, Northrop Grumman, Gillette, United Technologies and Delphi Automotive.

"Cadpo was a terrific client to work with," said Alan Mayer, managing director of GMB and its Business Advisors division. "Kevin and David created significant value in Cadpo through their unique vision of the MCAD/PLM industry. It was tremendously rewarding to help them monetize that value in their sale to INCAT."

As Cadpo's exclusive financial advisor, GMB assisted in all aspects of the transaction including preparing an offering memorandum describing the company and its operations, identifying and contacting potential strategic and financial buyers, negotiating the transaction's structure and valuation, and managing the due diligence and closing process. The competitive process resulted in INCAT's selection due to its stated desire to grow market share in the MCAD/PLM engineering training market through acquisitions. While financial terms were not disclosed, the EBITDA multiple (based on the prior fiscal year's unaudited results) is a minimum of 5.6x -- consisting entirely of cash proceeds paid at closing -- and a maximum of 8.3x depending on results of operation over the next two fiscal years to be paid by the issuance of INCAT shares.

"GMB added tremendous value to our transaction," said Kevin Noe, president of Cadpo. "Alan Mayer and his dedicated team took the time to truly understand the dynamics of both our business and the overall industry. That knowledge enabled them to anticipate issues, craft creative solutions and negotiate a transaction that met all of our objectives as sellers. At the same time, they paved the way for us to work productively with INCAT following closing."

Added David Fedler, Cadpo's executive vice president, "Having never been through the process of selling a business, the experience and expertise of GMB's Business Advisors was invaluable to us. Alan, in particular, gave us every confidence that we were making the right decisions throughout the sometimes difficult process."

About Green Manning & Bunch, Ltd. Green Manning & Bunch, Ltd. (www.gmbltd.com) is an investment banking firm headquartered in Denver, CO with an additional office in Phoenix, AZ. The firm provides merger and acquisition services, private equity and debt capital raising, and strategic financial advisory services to middle market companies. GMB's Business Advisors division focuses on the lower middle market, which has historically been underserved by the professional financial community. GMB represents clients across all industries nationwide, and has two specialized industry practices in construction and healthcare. GMB's corporate parent, CoBiz Inc. , is a $1.75 billion financial holding company that offers commercial banking services; trust and fiduciary services; property and casualty insurance brokerage and risk management consulting services; and employee and executive benefits consulting and wealth transfer services.

About INCAT International PLC. INCAT International PLC (www.incat.com) is a software solutions and services provider focused on product lifecycle management, principally to automotive, aerospace and durable goods manufacturing industries. INCAT is based in the United Kingdom and has offices in the US, Mexico, Germany, Japan, the Netherlands and Canada. INCAT is listed on AIM, a market operated by the London Stock Exchange .