Mandalay Digital Group, Inc.
Appia Transaction Presentation
Filed by: Mandalay Digital Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Mandalay Digital Group, Inc.
Commission File No. 001-35958

MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 2
Safe Harbor Statements.
Statements in this presentation that are not statements of historical fact and that concern
future results from operations, financial position, economic conditions, product releases,
revenue and product synergies, cost savings, product or competitive enhancements and any
other statement that may be construed as a prediction of future performance or events,
including that Appia's technology will enhance Mandalay Digital's existing products or foster
new technology innovation, perceived benefits from the business combination that the
acquisition will result in increased revenue, cost savings and better competitive position, or
that Mandalay Digital will successfully integrate Appia’s technology, are forward-looking
statements that speak only as of the date made and which involve known and unknown risks,
uncertainties and other factors which may, should one or more of these risks uncertainties or
other factors materialize, cause actual results to differ materially from those expressed or
implied by such statements. These factors include the occurrence of any event, change or
other circumstances that could give rise to the termination of the merger agreement; the
inability to complete the merger or failure to satisfy other conditions to completion of the
merger; the inability to complete the merger within the expected time period or at all,
including due to the failure to obtain stockholder approval, or the failure to satisfy other
conditions to completion of the merger; risks related to disruption of management’s attention
from the ongoing business operations due to the proposed merger; the effect of the
announcement of the proposed merger on the Mandalay’s or Appia’s relationships with their
respective customers, lenders, operating results and businesses generally; material adverse
changes in Mandalay Digital’s or Appia’s operations or financial results prior to closing; the
ability to expand the combined company’s global reach, accelerate growth and enhance a
scalable, low-capex business model that drives EBITDA; failure to realize anticipated
operational efficiencies, revenue (including projected revenue) and cost synergies and
resulting revenue growth, EBITDA and free cash flow conversion if the merger is
consummated; inability to refinance the assumed Appia debt subsequent to the closing or to
refinance the debt on favorable terms; unforeseen challenges related to relationships with
operators, publishers and advertisers and expanding and maintaining those relationships; the
ability to execute upon, and realize any benefits from, potential value creation opportunities
through strategic relationships in the future or at all, including the ability to leverage
advertising opportunities effectively and increase revenue streams for carriers; unforeseen
difficulties preventing rapid integration of Appia’s app-install infrastructure into Digital
Turbine’s existing platform; the inherent and deal specific challenges in converting
discussions with carriers into actual contractual relationships; the Company’s ability as a
smaller company to manage international, and as a result of the proposed merger, larger
operations; varying and often unpredictable levels of orders; the challenges inherent in
technology development necessary to maintain the Company’s competitive advantage; the
potential for unforeseen or underestimated cash requirements necessary to enable the
transaction synergies to be realized, and other risks including those described from time to
time in Mandalay Digital’s filings on Forms 10-K and 10-Q with the SEC, press releases and
other communications. You should not place undue reliance on these forward-looking
statements. The Company does not undertake to update forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.
Use of Non-GAAP Financial Measures.
Adjusted EBITDA is calculated as income (loss) from continuing operations before interest
expense, foreign exchange gains (losses), financing and related expenses, debt discount and
debt settlement expense, gain or loss on extinguishment of debt, acquisition and integration
costs, income taxes, asset impairment charges, depreciation and amortization, stock-based
compensation expense, change in fair value of derivatives, and accruals for discretionary
bonuses. Since Adjusted EBITDA is a non-GAAP measure that does not have a standardized
meaning, it may not be comparable to similar measures presented by other companies.
Readers are cautioned that Adjusted EBITDA should not be construed as an alternative to net
income (loss) determined in accordance with U.S. GAAP as an indicator of performance,
which is the most comparable measure under GAAP. Adjusted EBITDA is used by
management as an internal measure of profitability. We have included Adjusted EBITDA
because we believe that this measure is used by certain investors to assess our financial
performance before non-cash charges and certain costs that we do not believe are reflective of
our underlying business. A reconciliation of Adjusted EBITDA to U.S. GAAP net income is
included at the end of this presentation; however such reconciliation to future net income is
not currently available without unreasonable effort.  The information that is unavailable is
primarily asset impairment and expenses related to stock-based compensation; it is probable
that when such amounts are available they will result in a significant GAAP  net loss for our
second fiscal quarter notwithstanding our expected Adjusted EBITDA results.
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities 
or the solicitation of any vote in any jurisdiction pursuant to the proposed 
transactions or otherwise, nor shall there be any sale, issuance or transfer of 
securities in any jurisdiction in contravention of applicable law. No offer of 
securities shall be made except by means of a prospectus meeting the requirements 
of Section 10 of the Securities Act of 1933, as amended.

Mandalay Digital & Appia: Investment Highlights
Capturing window of opportunity to accelerate scale
in exploding market
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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•
Mandalay Digital and Appia combine to create single, unique, agnostic mobile app
and ad ecosystem –
Name to change to Digital Turbine
•
Transforms competitive positioning through vertical integration
•
Mandalay stock to be issued at agreed-upon price of $4.50/share
–
Appia
investors
to
receive
a
number
of
shares
equivalent
to
$100
million
less
debt
and
expenses
at
agreed-upon value
•
Opportunity to achieve up to $14 million in revenue and ~$2 million cost synergies
•
Adds scale and accelerates ad revenue and existing DT product growth
•
Enhances MNDL’s financial profile: Appia stakeholders becoming key new MNDL
investors

Strategic Rationale: Transformation
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Tremendous
opportunity in
exploding
marketplace*
•
$38 billion mobile app+ad market expected to grow 25 CAGR%
•
Smartphones
still
only
30%
of
global
user
base
–
but
growing*
•
86% of smartphone users’
time spent in apps
•
Wireless operators have most to gain and most to lose  from monetizing mobile apps –
away from Google and Facebook
•
Macro
trend
of
large
publishers
(Yahoo,
Twitter,
etc.)
acquiring
ad-tech
companies
Competitive
Positioning -
Enhances
revenue
opportunity for
operators
•
Vertically integrates DT’s distribution platform with Appia, #1 independent mobile app
advertising company
•
Appia fits hand-in-glove with MNDL app installation growth
•
Combines complementary customer bases, including Telcel Mexico, Claro in South
America and Metro PCS in US
•
Accelerates
growth
for
both
companies
–
ads
and
DT
product
suite
•
Diversification of revenue streams; operators major part of stream, but not entire
stream; revenue exposure to Apple and China enhanced
Adds scale and
talent pool with
deep expertise
•
Access to leading publishers and advertisers in a single marketplace
•
Global
reach
with
active
campaigns
in
over
200
countries
–
in
all
major
formats
•
Gaining control of ad tech capabilities to help ensure execution
download revenue. Global Mobile Advertising revenue per PWC; comprises browser, search and classified advertising revenue- and Flurry.
*Sources: @KPCB -
Global Mobile App revenue per Strategy Analytics; comprises virtual goods, in-app advertising, subscription and

MANDALAY DIGITAL GROUP, INC
Premium demand
for customers
Ignite –
IQ
Content -
Pay
20+ global carrier partners
Premium supply
of advertisers
250+ publishers
1,000+ campaigns from 150+
advertisers
60 of the Top 100 Grossing Apps
Traffic in 200+ countries globally
Delivers single
app-driven ecosystem
to carriers to generate
new revenue streams
Largest non-incentivized engine
Global
Highest LTV publishers
Vertically integrated
Leveraging App explosion
Capitalizing on RTB
Combined company
Peerless, Agnostic Value Proposition
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2014 Mandalay Digital Group, Inc.
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Deal Structure and Economics
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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•
Issuing approximately 19 million shares (assumes CQ1’15 close)
•
Jud Bowman, CEO Appia
•
Trident Capital
•
Venrock
•
DCM
•
Noro-Moseley
•
Wakefield Group
•
Relay Ventures
•
Eric Schmidt’s Tomorrow Ventures
•
Assumption of ~$10 million debt (Silicon Valley Bank and North Atlantic Capital)
•
Plan to refinance assumed indebtedness following closing
Shares to be issued are
subject to lockup agreements

Financial Rationale Compelling
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Financial Profile
•
Appia recorded $30 million revenue for twelve months ended 9/30/14
•
Expected to enhance gross profit and EBITDA profile through revenue and
cost synergies
•
Compelling valuation comps to other similar acquisitions
Revenue and cost
synergies
•
Opportunity to achieve up to $14 million revenue synergies on app-installs
currently projected to be sourced by third parties
•
Mandalay to capture third-party ad partner feeds
•
Approximately $2 million in expected cost synergies from campaign
management, CPI-infrastructure functions, duplicative corporate
headcount
Business Model
•
Combining complementary, scalable, low-capex business models
•
Direct access to advertisers boosts revenue profile
•
Drives incremental EBITDA/FCF
Integration
•
Eased by existing partnership and retention of Appia expert resources
•
App-install infrastructure and platform integrates immediately
•
Identified cost synergies
•
Appia founder and CEO Jud Bowman joining Mandalay board

Board Composition Post Close
Rob Deutschman, Chairman
Peter Guber
Paul Schaeffer
Chris Rogers
Jeff Karish
Bill Stone
Jud Bowman
Additional Appia appointee
Pro Forma: Board of Directors and
Equity Ownership Structure
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Equity Ownership Structure
Increased ownership by senior
executive/founders and long-term strategic
investors
18%
82%
% Shares Held Today
33%
12%
55%
% Shares Held Post Close

Appia:#1 Independent App Install Network
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Appia crossed
88M
sponsored app installs
to date in October 2014
0
10
20
30
40
50
60
70
80
90
100

Appia’s App Install Advertisers (CPI)
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Appia works with 150+ Advertisers & Agencies, including 60 of the top 100
grossing apps on the App Store and Google Play

Publishers Leveraging the Appia Platform
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Appia partners with 250+ Publishers to monetize their mobile traffic

Customers Leveraging the Mandalay Platform
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Mandalay’s carrier customers using DT Ignite and DT IQ

Appia Advertiser Growth
MANDALAY DIGITAL GROUP, INC.
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45
46
51
60
70
76
71
77
100
100
102
113
119
119
125
135
137
141
139
146
149
154
156
0
20
40
60
80
100
120
140
160
180
November
2014 +
38%
from year
end
and
+1.5x
November
2013

Appia CYQ4 2014 Revenue Growth
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Appia CYQ4 2014 revenue forecast ranges from $8.8M-$9.3M using
recent 7 day average, 14 day average, and Quarter to Date trend line
* Excludes Appia-Mandalay partnership revenue

Appia: Revs from Chinese Publishers
MANDALAY DIGITAL GROUP, INC.
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RTB Exchange Integration Roadmap
MANDALAY DIGITAL GROUP, INC.
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0
100
200
300
400
500
600
700
800

Drivers of RTB Success
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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Incremental
inventory
through:
Additional exchange
integrations
Geographic
expansion
Algorithm
improvements
through:
Data updates
User profiles
Creative optimization
PhD level math
Leveraging
existing data:
88M installs
310M profiles
5B data points
Existing relationships provide diverse demand:
1,000+ campaigns with 10+ in every country
Utilizing expanding set of post install event data to improve decisioning
Data
Science
Advertiser
Demand
Inventory

•
Deal Sourcing
–
Apps
currently
sourced
three
ways:
Direct,
Appia,
and
3
rd
Parties
–
MNDL + Appia consolidates app sourcing to all direct deals
•
Revenue share
–
Revenue currently split three ways: MNDL, Appia, and
Carrier partners
–
MNDL + Appia combines to increase revenue to the
company
Synergies Through Vertical Integration
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
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Opportunity to achieve up to $14 million revenue synergies on all app-installs
currently projected to be sourced by third parties

Page 19
Digital Turbine’s Ignite simplifies the conversion flow for app installs from 6 steps to 2 steps, creating an
order of magnitude increase in mobile monetization
Optimizing User Flow to Increase Performance
1: Open app or
mobile web site
Current Appia Flow
2: Click on mobile
ad for app install
3: Go to app store
or Google Play
4: Install App
5: Open App
©
2014 Mandalay Digital Group, Inc.

Page 20
Digital Turbine’s Ignite simplifies the conversion flow for app installs from 6 steps to 2 steps, creating an
order of magnitude increase in mobile monetization
Optimizing User Flow to Increase Performance
Digital Turbine Ignite Flow
1
2
3
©
2014 Mandalay Digital Group, Inc.

Valuation Summary
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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•
$75mm Enterprise Value
–
19mm shares x $3.40 plus $10mm debt
•
Appia LTM revenue of $30mm
•
Enterprise Value / LTM revenue = 2.5x
•
The median of select comparable deals in the vertical
is approximately 5-6x LTM revenue
–
Select comparable transactions include (not limited to):
Millennial / Nexage
Opera / AdColony
Yahoo / BrightRoll
Millennial / JumpTap
comScore / AdXpose
Twitter / MoPub
Amobee / Kontera

Illustrative PF Financial Overview
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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$ in millions
FYQ2 –
2015
FY –
2015
FY –
2016
Digital Turbine
$5.5
$38.0¹
$120.0¹
Appia
$7.9
$31.3
$59.8²
Revenue Synergies
$14.0³
Pro Forma Combined Gross
Revenue
$13.3
4
$69.3
$193.8
Notes:
All numbers are unaudited. Appia figures are preliminary and unaudited.
1.
Revenue forecasts are midpoint of current guidance
2.
Revenue forecasts per Appia management long-term plan, not intended to be revenue guidance
3.
Opportunity to achieve up to $14 million revenue synergies on app-installs currently projected to be sourced by third parties
4.
Pro Forma Combined (PFC) revenue is net of intercompany revenue
FY 2016 Illustrative PF Combined revenue of ~$194mm in incl synergies
Appia is projected to be profitable at MNDL’s FY 2016

Appia Opportunity
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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•
Appia: #1 Independent App Install Network
–
Appia crossed 88M+ sponsored app installs to date in October 2014
•
100% Focused on app install ads
–
100%
non-incentivized
with
intense
focus
on
driving
high
LTV
installs
for
Advertisers
–
700+
live
campaigns
for
Android,
300+
live
campaigns
for
iOS,
in
200+
countries
–
60 of the top 100 grossing apps on the App Store and Google Play
•
Proprietary platform that deliver high LTV users, at scale
–
Deep technology stack enables algorithmic targeting of high quality mobile app users
–
Integrations with 15+ 3rd party analytics & tracking partners
•
Flexibility drives diverse customer base
–
Revenue well distributed between Apps & Games
–
Mobile Web expertise  as Appia platform doesn’t require an SDK and
•
Deep mobile and advertising experience
–
Experienced management team with deep understanding of mobile and advertising
–
Relationships with advertisers and publishers around the globe building off historical
developer and carrier connections

Transaction Process
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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•
Transformational acquisition expected to close CQ1’15
•
Capturing window of opportunity to accelerate scale in
exploding market
Step
Expected Timing
Filing s-4
Week of 12/1
SEC Feedback
Christmas –
January
MNDL Shareholder Vote
20 business days after SEC clearance
Closing
Estimated first calendar quarter 2015

Digital Turbine

Appendix

Appia: Partner Self Service Revenue
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
3/1
3/15
3/29
4/12
4/26
5/10
5/24
6/7
6/21
7/5
7/19
8/2
8/16
8/30
9/13
9/27
10/11
10/25
11/8

Appia: Partner Self Service Growth
MANDALAY DIGITAL GROUP, INC.
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2014 Mandalay Digital Group, Inc.
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0
500
1,000
1,500
2,000
2,500
1/22
2/5
2/19
3/5
3/19
4/2
4/16
4/30
5/14
5/28
6/11
6/25
7/9
7/23
8/6
8/20
9/3
9/17
10/1
10/15
10/29
11/12
Cumulative Partners Since Launch

Additional Information
Page 29
MANDALAY DIGITAL GROUP, INC.
Additional Information and Where to Find It
In connection with the proposed transaction, Mandalay Digital intends to file with the Securities and Exchange Commission (SEC) a registration
statement on Form S-4 that will include a proxy statement and a prospectus.  The definitive proxy statement/prospectus will contain important
information about the proposed transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY
STATEMENT/PROSPECTUS
WHEN
IT
BECOMES
AVAILABLE,
BECAUSE
IT
WILL
CONTAIN
IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the registration statement (when available) and other documents filed
by Mandalay Digital with the SEC at the SEC’s web site at www.sec.gov. These documents may be accessed and downloaded for free at
Mandalay
Digital’s
website
at
www.mandalaydigital.com,
or
requested
from
Mandalay
Digital
by
mail
at
2811
Cahuenga
Boulevard
West,
Los
Angeles, CA 90068, or by directing a request to MacKenzie Partners, Inc., 105, Madison Avenue, New York, New York, 10016,
(212)
929-5500,
proxy@mackenziepartners.com.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of Mandalay Digital. However, Mandalay Digital and its directors
and executive officers and certain members of management and employees may be deemed to be participants in the solicitation of proxies from
Mandalay Digital’s stockholders in respect of the proposed transaction. Information regarding the directors and executive officers of Mandalay
Digital may be found in its Form 10-K/A for the fiscal period ended March 31, 2014, which was filed with the SEC on July 29, 2014.  Other
information regarding the interests of those persons and other persons in the proxy solicitation and a description of their direct and indirect
interest,
by
security
holdings
or
otherwise,
will
be
contained
in
the
proxy
statement/prospectus
and
other
relevant
materials
to
be
filed
with
the
SEC when they become available.  You may obtain free copies of this document as described in the preceding paragraph.