October surprise

by Scott Denne

With almost 10 full months of the year behind us, strategic acquirers are spending more on tech companies than at any point since 2015 and with higher multiples to boot, setting the tech M&A market in pursuit of a new high. Yet the sudden stock market dip threatens to snuff out the spark that started the conflagration.

According to 451 Research’s M&A KnowledgeBase, acquisitions of technology vendors have fetched a collective $460bn, a pace that puts the annual total near 2015’s record haul of $577bn. Although a rising cadence of private equity deals has contributed to that, the bulk of the gains comes from strategic acquirers, which have so far spent $352bn picking up tech targets, reversing a two-year decline in corporate acquisitions.

Historically active tech buyers such as Adobe, Microsoft, Salesforce and SAP have all inked $1bn-plus purchases this year, while last year none of them did. Adobe has done it twice, reaching for Magento and Marketo and paying north of 10x trailing revenue for each, a mark it’s never paid before for a target with meaningful revenue. Adobe’s not an isolated case. The average revenue multiple paid by a corporate acquirer across the 50 largest deals stands at 5.8x, almost a full turn above last year’s average, according to the M&A KnowledgeBase.

A rising stock market has provided some of the impetus. In the M&A Leaders’ Survey from 451 Research and Morrison & Foerster, 71% of respondents said that the uptick in public stock prices was a ‘strong’ or ‘very strong’ factor in the surge of corporate acquisitions, rating it higher than any other factor. When we fielded that study in early October, the S&P 500, building off its gains in 2017, was up 8%. In the weeks since, it’s given back most of the year’s progress, which could dampen the historically high multiples.

Subscribers to 451 Research’s Market Insight Service can access the full report on the M&A Leaders’ Survey from 451 Research and Morrison & Foerster, a semiannual survey of tech M&A practitioners that’s now in its fourteenth edition.

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ML M&A through the ages

by Brenon Daly

For all of its status as the hot new thing, machine learning (ML) has actually been around for some time. That’s true for the technology itself, which is basically an evolution of the data mining and analytics software that have been running for decades. Likewise, it’s true for dealmaking, where companies have looked to make their businesses and products smarter by acquiring ML startups for years.

In fact, the first record in 451 Research’s M&A KnowledgeBase in which an acquirer cited the term ‘machine learning’ as part of the rationale for buying a startup goes all the way back to 2003. For history buffs, the inaugural ML print – at least in our record-keeping – belongs to Nokia, which spent $21m for Eizel Technologies in April 2003. (The then-dominant phone maker was looking to Eizel to help smooth the rendering of email and web content on its phones, which were fairly limited at the time. The iPhone wouldn’t be introduced for another four years.)

More than just a historical artifact, however, the initial ML transaction we captured is worth revisiting because the reasoning behind the decade-and-a-half-old deal getting done could very well have been on a page ripped from a pitchbook making the rounds today. Even Eizel’s valuation, which works out to roughly $1m per employee, wouldn’t be out-of-whack in an ML transaction printed now, particularly if we consider the inflation-adjusted figure of $1.4m per employee.

As exemplified in that inaugural Nokia-Eizel pairing, the strategy and structure of ML transactions haven’t changed all that much over the intervening years. What do we mean? Essentially, the deal boiled down to an established technology vendor picking up some ML technology to optimize an existing product. Further, as is often the case for these ML startups, the technology had its roots in the computer science department of a research-intensive university (Carnegie Mellon University for Pittsburgh-based Eizel).

Those two trends came together more recently, for example, in Microsoft’s reach for Semantic Machines last summer. In that deal, the software giant was seeking some smarts around ‘conversational technology’ that it could deploy on Cortana, Azure and other products, so it picked up Berkeley, California-based Semantic Machines, which had ties to UC Berkeley and Stanford.

It’s almost as if that pair of transactions – separated by half a generation, involving vastly different buyers and technology applications – were nonetheless produced by the same algorithm. For more on how the emerging trend of ML is shaping both the software industry and the M&A market, 451 Research will host a special ML-themed edition of its M&A Summit next Thursday. For more details, see our website.

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Monkeying around with the competition

By Scott Denne

Qualtrics is looking to become 2018’s second public offering from a survey software vendor as it unveils its prospectus, moving one step closer to an IPO. In doing so, Qualtrics draws a contrast to SurveyMonkey, outpacing its rival on most metrics that matter to Wall Street. That contrast wasn’t missed by investors, who trimmed $250m from SurveyMonkey’s market cap following the Qualtrics filing.

Qualtrics’ revenue jumped 52% to finish 2017 at $290m and, despite spending almost half that amount on sales and marketing, it managed to eke out a $3m profit (the company claims to have generated positive free cash flow in every year since its 2002 founding). SurveyMonkey, by comparison, expanded just 14% to $218m with a $20m loss during the same period. When Qualtrics does list, its combination of size, growth and profit are likely to be rewarded.

In a sale of its shares to existing investors, the company commanded a valuation a bit above $2.5bn. With $343m in trailing revenue, Qualtrics should be able to increase that previous valuation when it hits the Nasdaq. SurveyMonkey, for its part, was valued just a bit shy of 10x trailing revenue on its first day, although that’s come down by 30% since, including a 14% drop since the Qualtrics prospectus became public.

The general outlook for unicorns like Qualtrics is increasingly bullish. In the October edition of 451 Research and Morrison & Foerster’s M&A Leaders’ Survey, 62% of respondents expect the average unicorn IPO to finish its first day of trading above its last post-money valuation, compared with just 48% that predicted increasing valuations when we asked the same question six months earlier.

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Telco buys and sells

by Scott Denne

M&A activity among telcos is surging as phone, internet and wireless service providers increase both their buying and selling amid a general, though not complete, movement back toward their core markets after a streak of investments in ancillary tech sectors. Just this month alone, three carriers have unwound deals and scaled back their venture units. Still, acquisitions by carriers have hit their highest level since 2015.

According to 451 Research’s M&A KnowledgeBase, telcos have spent a collective $96bn on tech M&A this year, nearly four times the total spending among those acquirers in all of 2017. At the same time, publicly traded telcos have sold assets worth a combined $19.5bn, or twice the amount they sold in 2016 and 2017 combined.

Telstra is among the most recent sellers as it shed its $270m bet on Ooyala, a video streaming software vendor, in a sale to the company’s management. Alongside that transaction, it announced a restructuring of its venture arm, a move that reflects the recent decision by Rogers Communications to do the same. Telstra’s decision is part of a broader restructuring plan to cut costs and focus on customer service to return to growth (the Australia-based carrier’s topline declined 5% in each of the past two quarters).

Similarly, Sprint decided to divest its Pinsight Media unit in a sale to ad network InMobi. Like Telstra, Sprint is doubling down on telecom services – although in Sprint’s case, that’s taking the form of a $26.5bn sale to T-Mobile, a carrier that’s shown little appetite for moving beyond communications services. But that’s not to say that all carriers are sticking to the markets they know best.

Most notably, AT&T, following its massive $85bn pickup of Time Warner, has increased its acquisitions in digital media, ad-tech and even network security – its purchases of AppNexus and AlienVault account for more than half of the $3.6bn that telcos have spent this year on ancillary technologies. Given the recent failures of its competitors, not to mention the many abandoned forays into datacenters earlier in the decade, it’s tempting to take a dim view of bets in media and advertising.

Still, AT&T, as well as Comcast and Verizon – which made similar, earlier acquisitions in media and advertising – haven’t been the best stewards of their core businesses. There’s scant evidence to suggest that focusing strictly on their legacy business would be without its own risks. Multiple surveys by 451 Research’s VoCUL show consistently low levels of customer satisfaction among phone and TV service providers. For example, mobile services from Sprint and Verizon have trended down over the decade while AT&T has demonstrated little growth, with just 24% of customers saying they’re satisfied with the current service (only T-Mobile has posted long-term gains on that front).

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Harris’ acquisition of L3 puts 2018 on pace for a record

by Mark Fontecchio

Harris’ $15.6bn purchase of fellow defense contractor L3 Technologies brings the total deal value within striking distance of 2015’s record haul and above any other full-year total since the dot-com bubble. While an industry consolidation play from Harris may have gotten this year to that mark, this transaction looks more like the acquisitions that pushed 2015 to a record than those that are putting 2018 in contention for a new one.

In handing out $15.6bn of its stock for L3, Harris seeks increased scale to compete with still-larger defense players that include Lockheed Martin, Northrup Grumman and Raytheon. This type of large consolidation play is not without precedent for Harris – in 2015, it spent $4.8bn for Exelis, a deal that valued the target at 1.5x trailing revenue, in line with its acquisition today.

According to 451 Research’s M&A KnowledgeBase, the total value of 2018’s tech M&A market stands at $457bn, currently on pace to surpass 2015’s record haul of $577bn. Back then, consolidation among legacy telcos or aging hardware giants bolstered the annual total – that was the year Dell inked its $63bn purchase of EMC and Charter paid $57bn for Time Warner Cable.

This year’s largest deals are distinctly different. Although there’s still plenty of consolidation, including Comcast’s $39bn reach for Sky and T-Mobile’s planned tie-up with Sprint, there’s more diversity of acquirers and buying strategies beyond industry consolidation. For example, there are two venture-backed targets (GitHub and Flipkart) among the top 10, as well as two private equity purchases – not to mention Broadcom’s head-scratching $18.9bn pickup of CA, a transaction that left Wall Street puzzled.

And as more money goes into new strategies beyond consolidation, the largest deals have fetched higher multiples. According to the M&A KnowledgeBase, in the 10 largest acquisitions this year, targets fetched a median 4x trailing revenue, compared with less than 3x among 2015’s biggest.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Blood on Wall Street

by Brenon Daly

It wasn’t quite blood on the streets. But the deep red that has colored Wall Street in recent trading sessions did kill the IPO dreams of at least a few companies. Not so with Anaplan. The corporate performance management vendor priced its offering at the top end of its range, and then saw its newly minted shares tack on another one-quarter in value as they debuted on the NYSE on Friday.

Already a unicorn in the private market, 10-year-old Anaplan boosted its value substantially in the IPO. With 124 million shares outstanding (or 150 million on a fully diluted basis), the company created roughly $3bn of market value. That’s about twice the value realized by rival Adaptive Insights, which was on track for an IPO of its own but then sold to Workday instead in June.

Of course, investor sentiment has deteriorated noticeably between those two exits. Anaplan priced its offering amid a sharp and sudden stock market rout. (Just in the two trading days before Thursday evening’s final decision to come public, the Nasdaq Index plummeted almost 5%.) That broad-market mauling was enough to convince two non-tech firms to shelve their plans to join the ranks of public companies.

The current worries on Wall Street show up even when we compare Anaplan with the previous enterprise software IPO, last week’s offering by Elastic. The open source search software provider came public valued at an eye-popping price-to-sales valuation in the mid-20s. And Elastic shares have held up solidly over the past week, even as most other stocks have been roughed up. That’s particularly true for many of the dozen enterprise-focused tech vendors, including Zuora and DocuSign, that have come public so far this year.

For its part, Anaplan secured a more-sedate price-to-sales valuation in the mid-teens. (The company’s roughly $3bn market cap is 15x its trailing 12-month sales of $200m.) Still, the fact that Anaplan found plenty of buyers for its stock, as most investors were selling stocks, has to count for something.

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Apple goes back to its old ways for a new reality

by Scott Denne

Despite its massive market cap, Apple rarely makes large acquisitions. With the $300m purchase of Dialog Semiconductor’s power management assets, the company inks its largest disclosed acquisition since the $3bn pickup of headphone maker Beats back in 2014. Yet today’s deal doesn’t imply the start of a new phase for Apple’s M&A program as much as a return to its old ways.

For $300m, Apple is obtaining a license to Dialog’s power management chip technology, along with 300 employees and four facilities in Europe. (As part of the transaction, it’s spending another $300m to preorder certain other products from Dialog.) Prior to buying Beats, some of Apple’s largest purchases were for suppliers, according to 451 Research’s M&A KnowledgeBase. For example, it paid $356m for biometric sensor provider AuthenTec in 2012 and $278m for microprocessor designer P.A. Semi in early 2008.

Reaching for hardware suppliers isn’t the only way Apple’s dealmaking activity is regressing. According to the M&A KnowledgeBase, it wasn’t until 2013 that the Cupertino-based computing company printed more than six transactions in a single year, although in all but one full year since then it’s done at least 10 acquisitions (in 2016, it printed eight). This year, it’s made just five.

Still, the return to the old strategy reflects a new reality for Apple – smartphones are a fully mature market, so it’s logical for Apple to turn to acquisitions that stabilize its supply chain and expand its gross margins. The most recent smartphone survey from 451 Research’s VoCUL shows that just 9.9% of respondents plan to buy a smartphone in the next 90 days, nearing the lowest second-quarter reading on record and part of a continuing downward slope in smartphone demand.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Preview: Tech M&A Summit

by Brenon Daly

Companies that have signed off on the certainly-trite-but-possibly-true adage that ‘data is the new oil’ have discovered that the analogy extends far beyond the original meaning of both of the raw materials powering vast and varied industries. Most users of both resources have inevitably found that data and oil become valuable only after they are refined. In the Information Economy, most of that refinement gets done through the application of machine learning (ML) technology.

In a recent Advisory Report, my colleague Nick Patience, who heads up 451 Research’s software practice, notes that ML is a broad collection of technologies that serve a broad collection of uses. Yet, even with the near-universal relevance of ML (who doesn’t want smarter software?), the technology is only starting to find its way into companies. In Nick’s inaugural survey of 550 IT decision-makers, just 17% said they have deployed ML technology, with most of those use cases rather narrowly defined.

At the same time, however, his survey of these tech buyers and users shows they are planning to be much more expansive and aggressive with ML. Looking ahead, roughly half of all of the respondents expect to have ML technology up and running by mid-2019, up from just one in six right now. The soaring forecast for ML implementations is unprecedented in the relatively mature software industry.

That demand has sparked a record rise in the number of ML acquisitions, as suppliers look to pick up technology that helps them get a sense of the ever-increasing piles of information that companies accumulate about their own operations, as well as their ever-expanding relationships with clients, suppliers and partners.

Already this year, buyers have announced more ML deals than any year in history, according to 451 Research’s M&A KnowledgeBase At the current rate, the M&A KnowledgeBase will record roughly 140 ML-related prints for the full-year 2018, twice the number from just two years ago.

To get smart on ML and get even smarter on doing ML deals, 451 Research will be hosting a pair of special ML-themed M&A Summits next week, with morning events held on Tuesday, October 16 in New York City and Wednesday, October 17 in Boston. To reserve your spot for the M&A Summit in New York City, simply click here, and the M&A Summit in Boston, simply click here.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Elastic adds spring to the fall IPO market

by Scott Denne

Investors clamored for shares of Elastic in the search software vendor’s public debut on Friday as the market for tech IPOs appears ready to bounce back after a slow summer. After pricing at $36 per share, the company’s valuation nearly doubled when trading opened at $70, giving it a market cap that’s just shy of $5bn and the kind of multiple that shows an unflagging faith in growth on Wall Street.

The developer of open source search software for IT log analysis, security analytics and other applications nearly doubled its top line in its fiscal year (ending April 30) to $160m, up from $88m a year earlier, while increasing the share of subscription revenue in its mix. That trajectory propelled the company to a 26.5x trailing revenue multiple – well beyond the $1bn valuation on its last private round, a $58m series D in mid-2016.

Few other unicorns have galloped onto the street with quite as much glamor. This year has now seen 11 enterprise tech companies enter the public markets with valuations north of $1bn, often at heated multiples, although not quite as high as Elastic’s. Zscaler came to market with a similar 26x multiple (it trades just shy of 24x now) and Smartsheet currently commands north of 20x. Longer is the list of 2018 IPOs that trade above 10x, including DocuSign, Zuora and Tenable.

The latter firm was one of just two enterprise tech providers to go public in the third quarter – a dry spell that followed an unusual burst of activity as 10 such companies debuted in the first two quarters (almost the same number that did so in all of 2017). Judging by Elastic’s offering, the dry spell had little impact on investor appetites, setting up a favorable environment for Anaplan and SolarWinds as both look to price this month.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.

Exclusive: Perforce’s Perfecto purchase?

by Brenon Daly

Veteran software development vendor Perforce has only recently emerged as a slow-and-steady consolidator of the various tools and technologies that make up that fragmented market. However, since the 23-year-old company changed private equity (PE) owners earlier this year, it has gotten more aggressive on acquisitions. It has also gotten more ambitious, with the market buzzing that Perforce has just sealed its largest-ever deal.

Although the purchase has not yet been announced, we understand that Perforce has acquired Perfecto Mobile. Exact terms couldn’t be learned, but several market sources put the deal value at $150-200m. Assuming the price is in that neighborhood, Perforce would be valuing the mobile application development startup at 3-4x trailing sales.

After bootstrapping its way through its first two decades of business, Perforce sold to PE shop Summit Partners in early 2016. Summit owned Perforce for two years, with the company picking up a DevOps tool provider in each of those years, according to 451 Research’s M&A KnowledgeBase. In its inaugural acquisition, Perforce bought application lifecycle management specialist Seapine Software, and followed that up by reaching across the Atlantic Ocean for Hansoft Technologies, an Agile tool planner vendor based in Sweden.

More recently, fellow buyout firm Clearlake Capital purchased Perforce in January, in a transaction that priced the company at nearly three times higher than Summit paid, according to our understanding. (Subscribers to the M&A KnowledgeBase can see our estimates for terms for both Summit-Perforce and Clearlake-Perforce.)

In its first deal in the Clearlake portfolio, Perforce nabbed Programming Research, which added security and compliance development features to its platform. That trend has driven several similar acquisitions in the DevOps market, as has the emergence of mobile apps as a major initiative at many companies. With its focus on customer-facing mobile apps, Perfecto extends Perforce’s platform to that market. The transaction is expected to be announced next month, according to our understanding.

For more real-time information on tech M&A, follow us on Twitter @451TechMnA.