Category: application software

An infrequent shopper, Box buys Crocodoc to spiff up documents

Brenon Daly

Contact: Alan Pelz-Sharpe, Brenon Daly

Though likely a small deal, Box’s acquisition of Crocodoc is nonetheless significant in that it underscores the heavily funded startup’s ambition to serve as an enterprise platform rather than just product. Crocodoc provides HTML5 (originally it was an Adobe Flash service) rendering, annotation and viewing functionality for the cloud. It’s a very commonly used OEM service boasting more than 100 customers to date, including Facebook, SAP, Yammer, LinkedIn and, intriguingly, Dropbox.

Originally the firm provided free stand-alone tools, but in the past few months began to offer an Enterprise API option that allows developers to embed Crocodoc into Web applications. Traditional rendering tools have been designed with small numbers of on-premises power users in mind. On the other hand, Crocodoc began with ambitions to be a commodity cloud service, making its technology – in theory, at least – a good fit for Box.

Box is one of the hottest startups around at the moment, with huge expectations attached to the eight-year-old company. (In a round of funding late last year, for instance, investors valued Box at $1.2bn, according to our understanding.) The expectations have been fueled in part due to the roughly $280m in funding the company has received to date.

For its part, Box is using the money to pivot from the rapidly commoditizing market of file sync/share to a broader enterprise collaboration platform. To date, Box has done most of that repositioning organically. The company hasn’t announced an acquisition since October 2009. For comparison, in that same three-and-a-half-year period, rival Dropbox has inked seven acquisitions. We’ll have a full report on the transaction in our next Daily 451.

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Cash may be king, but Trulia ‘papers’ its big deal

Brenon Daly

Contact: Brenon Daly

Cash may be king when it comes to M&A, but the currency got dethroned in Trulia’s blockbuster acquisition yesterday. The real estate website is covering almost half of its $355m purchase of Market Leader with stock. Few deals rely that heavily on paper. In fact, stock has accounted for only about 20% of total disclosed consideration in tech transactions so far this year, according to The 451 M&A KnowledgeBase.

A look at the performance of Trulia shares since the company’s IPO last September offers some explanation as to the structure. Recently, the stock has been changing hands at about twice the level the company initially priced them at for the offering. On the acquisition announcement, however, Trulia stock dropped about 8% to $31.68. (One concern on Wall Street? The size of the transaction: Market Leader will add about 60% to Trulia’s top line when the deal closes, which is expected in the third quarter of this year.)

Still, Trulia garners a market cap of about $890m, or an eye-popping 13 times 2012 revenue of $68m. We would note – on the same measure of equity value to last year’s sales – that Trulia is paying only 8x revenue for Market Leader. That bit of valuation disparity may also figure into why Trulia was so keen to put its (relatively richly) priced paper to work in M&A.

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After 25 years as a public company, BMC gets so-so exit in take-private

Brenon Daly3 Comments

Contact: Brenon Daly

After almost a year of agitation by an activist hedge fund, BMC Software has agreed to sell itself to a group of private equity (PE) buyers for $6.9bn. The take-private of the IT systems management giant, which is the second-largest tech PE deal since the end of the recent recession, will end a quarter-century of public trading for BMC. The offer values the company at a fairly conventional, ho-hum multiple, reflecting the struggles BMC has had in finding any growth.

At $6.9bn, the bid from the consortium – made up of Bain Capital, Golden Gate Capital, GIC Special Investments and Insight Venture Partners – values BMC at 3.2x trailing sales and just 10x trailing EBITDA. As a mature company, BMC throws off a lot of cash, generating some $700m in EBITDA on $2.2bn in sales annually. The relatively rich margin prompts the question of how the company’s new PE owners will be able to boost BMC’s already high cash flow.

The consortium has offered $46.25 per share for BMC. That is only slightly above the level where BMC was trading on its own before hedge fund Elliott Management started its campaign to ‘unlock shareholder value’ at the company. (Further, the price is less than where BMC shares changed hands on their own from late-2010 to mid-2011.) Elliott ended up with a nearly 10% stake in the company as part of its campaign.

Coming just three months after the proposed PE-led management buyout of Dell, the take-private of BMC has a decidedly different structure than most recent PE deals. For starters, it is large – nearly twice the size of other recent tech LBOs and, in fact, it trails only Dell’s $24bn buyout on the list of largest post-recession PE deals.

Additionally, it marks the return of the so-called ‘club deal’ where PE firms team up to take on bigger game. Those deals were relatively frequent before the 2008-09 recession tightened the availability and rates for debt, but fell out of favor recently. Of the five take-privates of US publicly traded tech companies announced in the past two years valued at more than $1bn, four of those have been done by single PE shops, with only one club deal, according to The 451 M&A KnowledgeBase.

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Checking the pulse of health IT

Ben Kolada

Contact: Ben Kolada

Healthcare IT is alive and well, as evidenced by the emergence of new consumer technologies, exceptionally high valuations and investments by some of the largest old-line technology vendors. New regulations, advances in sensor technologies and ‘big data’ analytics are driving many aspects of this market for both consumers and enterprises.

New devices that track fitness, sleep and other personal health metrics are driving adoption of healthcare IT by consumers. Nearly every new wearable technology product being introduced offers some health-monitoring component. The consumer healthcare IT market is already moving from hopeful hype to valuable reality, with Jawbone recently reportedly paying more than $100m for BodyMedia. BodyMedia is Jawbone’s third acquisition; all were announced this year and all focused on healthcare.

For enterprises, Cerner’s $50m acquisition (excluding $19m earnout potential) of bootstrapped employee healthcare management software vendor PureWellness shows the variety of businesses that can make money in enterprise healthcare IT. And consolidation in the health information exchange (HIE) sector continues to go off for about 10x sales. Meanwhile, ad-supported electronic health record (EHR) startup Practice Fusion is widely expected to be considering an IPO soon. The company’s growth is attributed in large part by government initiatives incentivizing medical practices to adopt EHRs.

As for investments, Oracle recently participated in the $45m second tranche of Proteus Digital Health’s series F financing (which brought the round’s total to $62.5m). Proteus offers an ingestible sensor, used by patients to monitor internal health and by clinicians to monitor clinical trialists’ drug dosing. The plummeting cost of genome sequencing has led to a rise of big-data bioinformatics startups hoping to help make sense of the mountains of genetic data. Startups such as Bina and Spiral Genetics have recently raised capital from traditional VC firms.

Descartes drains the bank

Contact: Tejas Venkatesh

Supply chain management vendor Descartes Systems Group is shelling out $33m of its own and its creditors’ money to acquire relatively small KSD Software Norway, which provides customs and transportation management software (KSD does just about $10m in annual recurring revenue). Although a bit of a financial stretch, the deal nonetheless makes sense, since KSD’s software will further help Descartes’ shipping customers navigate the complex European compliance market, which is comprised of diverse regulations, languages and systems.

To pay for the $33m transaction, Descartes is drawing $13m from its treasury (which represents one-third of its total cash balance as of January 2013), as well as $20m from a line of credit. In March, Descartes entered into a $50m credit agreement with Bank of Montreal that includes a $48m revolving facility that can be drawn on to accommodate future M&A activity. For the time being, the KSD buy effectively halves Descartes’ ability to acquire additional companies with this facility.

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Dell’s software dreams hit hard reality

Brenon Daly

Contact: Brenon Daly

As one indication of the distraction posed by the planned $24.4bn take-private of Dell, consider the blizzard of SEC paperwork coming from the company. Just in the past month, Dell has put in more than a dozen separate filings related to the planned management-led buyout (MBO). Amid all of the proxy amendments getting papered and chatter about who’s in and who’s out as bidders, it’s easy to lose sight of the fact that Dell (the company) is still doing business.

Of course, the company is doing business on a smaller scale, with Dell reporting high-single-digit revenue declines. Much of that slide is, rightly, attributed to the industry-wide slump in PC sales, which still account for about half of Dell’s total revenue.

But a more complete view of the company shows that while the box business continues to face pressure, the software division has yet to pick up the growth. While it may not be declining like the rest of Dell, the hoped-for boost in the business has yet to materialize. Software sales at the company, which still account for less than 3% of total revenue, are flatlining.

That’s a disappointment, given that Dell is now $5bn into its software shopping spree. It has acquired steadily and broadly, building its portfolio around information management, security and systems management. Much of the company’s software IP that it acquired – from the identity and authentication technology picked up with Quest Software to AppAssure’s backup software to the systems management tools from KACE Networks – got updated and highlighted at an event earlier this week in San Francisco.

Yet, despite all of Dell’s efforts (both organic and inorganic) to boost its software business, the division is stuck at $1.5bn or so in sales. Clearly, there’s more work for Dell to do in that unit.

If it needs a model, Dell can look across to IBM, a onetime box company that has successfully bought and built a software business. Big Blue’s $25bn software business hums along at twice the margins of its other major divisions. Further, software was the only division at IBM to actually post growth in 2012. Whatever the outcome of the proposed MBO, Dell could certainly use a contribution like that from its software group.

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Dassault comfortably announces two acquisitions

Ben Kolada

Contact: Ben Kolada

Even though the European economy is still struggling and M&A is an inherently risky business, Dassault Systèmes was able to comfortably announce a pair of acquisitions today, at least partly because the company is still growing. The purchases of Archividéo and FE-DESIGN are its first purchases in nearly a year.

Archividéo is a 3-D modeling vendor based in Rennes, France. Its software is used for urban planning, and could be particularly valuable to Dassault’s operations in emerging economies such as China. It has more than 250 customers, including cities, utilities and technology companies. Karlsruhe, Germany-based FE-DESIGN, on the other hand, provides product design optimization software to more than 200 customers. The acquisition fits into Dassault’s product lifecycle management segment, which is its fastest-growing business.

Terms weren’t disclosed on either transaction, but the deals aren’t likely to significantly impact Dassault’s financials. The pair of acquired companies adds just 70 employees to Dassault’s payroll. FE-DESIGN, the larger of the two based on headcount, generated only €5m ($6.6m) in revenue in its fiscal 2012.

The acquisitions come at a time when Eastern and Western European acquirers are staying out of the M&A game. As their home markets continue to sputter economically, the number of deals announced by European buyers so far this year has dropped 16.7% compared with the year-ago period. (That is slightly more than the 15.6% decline in tech transactions so far this year across the globe.)

Dassault, however, could comfortably announce a pair of acquisitions (however small they may be) because the company is still posting revenue growth. That’s noteworthy when we consider that the stagnant European economy accounted for 44% of the company’s total sales in its first quarter. Total revenue in Q1 grew 5.7% over the year-ago period.

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Action in API management

Contact: Carl Lehmann, Tejas Venkatesh

The API management market has been bustling, with three acquisitions and one notable funding round announced just in the past week. APIs and their development, management and integration have become important amid the Internet of Things environment, in which a multitude of connected points communicate via the Web.

The recent acquisitions of Mashery by Intel and Layer 7 Technologies by CA Technologies signal the opening round for an API land grab by all IT vendors that rely on integration to add value to their respective offerings. Players likely to seek similar deals include Software AG, TIBCO, Information Builders, Informatica, Fujitsu, Talend and OpenText. Oracle and SAP could also benefit from having API management capabilities as part of their integration technology portfolios.

In the future, successful API management providers will possess tools and techniques that simplify and automate how APIs are designed, coded and documented, and will also control distribution and use by a community of developers. In addition, these companies will allow existing APIs to be customized, thereby extending their value without having to design new APIs.

The week in API management

Date Company Event
April 24 3scale Networks Raises $4.2m in funding from Javelin Venture Partners and Costanoa Venture Capital
April 23 ProgrammableWeb Acquired by MuleSoft
April 22 Layer 7 Technologies Acquired by CA Technologies
April 17 Mashery Acquired by Intel

Source: Source: The 451 M&A KnowledgeBase, 451 Research

To get social, salesforce.com buys and builds

Brenon Daly

Contact: Brenon Daly

Built on the back of its two largest acquisitions, salesforce.com on Tuesday unveiled Social.com. The offering, which is part of the salesforce.com Marketing Cloud, connects the company’s core CRM product with advertising on social networks. Doubling down on social ad campaign development and optimization is the latest move by the SaaS giant to step into faster-growing markets.

At the heart of the company’s Marketing Cloud business are the ad placement and publishing technology that salesforce.com picked up with Buddy Media last June and the social listening products from Radian6 that it acquired two years ago. Collectively, those purchases cost salesforce.com a cool $1bn.

While salesforce.com has announced a handful of acquisitions since Buddy Media, those deals have been small technology purchases, notably around collaboration. However, recently a number of signs have pointed to (perhaps) larger M&A aspirations. Last month, salesforce.com sold $1bn in debt, which could be used to go shopping. Additionally, the company is currently hiring for at least two positions in its corporate development office.

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

Big Blue gets deeper into devops with UrbanCode buy

Contact: Jay Lyman, Tejas Venkatesh

IBM has announced the acquisition of release automation vendor UrbanCode. The deal helps Big Blue gain new ‘devops’ capability and audience as mainstream enterprise verticals embrace the trend of faster, more automated software releases.

Terms of the transaction were not disclosed, but we understand that UrbanCode had about 55 employees. The startup did not raise any institutional funding in its 17-year history. While IBM certainly has similar capabilities in its Tivoli systems management software, many organizations are using automation and orchestration suites on top of or integrated with their systems management. UrbanCode gives Big Blue a better story for the last mile of software releases.

The deal follows similar moves by IBM’s competitors. Just last night, during the opening session of CA World, CA Technologies announced that it had picked up UrbanCode rival Nolio. Similarly, BMC grew its devops capabilities through the acquisitions of StreamStep in October 2011 and VaraLogix in August 2012.

The rapid-fire pace of M&A indicates the growing importance of the devops trend, which represents a departure from traditional, organizational silos for development and IT operations. Devops continues to grow beyond technology and Web 2.0-type customers to more mainstream enterprise verticals such as financial services, insurance, retail, healthcare, media and entertainment, all of which are represented among UrbanCode’s clients.

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