Category: application software

Saying ‘Goodnight’ to a stand-alone SAS?

Brenon Daly

Contact: Brenon Daly

After years of politely – but unequivocally – rebuffing all M&A approaches, is SAS Institute chief executive James Goodnight suddenly listening to pitches? Rumor has it that Goodnight, who has fashioned the business analytics vendor in the manner of a corporate patriarch of the 19th century, may finally be ready to sell. Any deal for SAS, of course, would have to go through Goodnight, as he owns two-thirds of the company outright.

If SAS is indeed in play – which, granted, is a big, multibillion-dollar assumption – it would represent a dramatic shift in not only the corporate history of the 35-year-old company, but also, more broadly, the landscape for business intelligence (BI) software. Goodnight has steered his firm on a path of independence through the years of consolidation in the BI industry. Most notably, he sat out the spree of deals in 2007 that saw his three largest publicly traded BI rivals get snapped up for a total of some $15bn.

All the while, Goodnight has been shaping a culture at SAS that is a bit of a throwback to the cradle-to-grave employee benefits that other tech vendors, which have to appease outside investors, could never offer. (Among the perks: a pianist who plays in the employee cafeteria, Olympic-sized swimming pools and even onsite Montessori childcare.) SAS employs more than 12,000 people.

SAS’s unique corporate traits have made it not only one of the most valuable privately held software companies, but also one of the most difficult to know what to do with it. (We have referred to SAS as the ‘white elephant’ of the software industry.) A decade ago, SAS worked with Goldman Sachs to explore a possible IPO, but that came to nothing. Goldman is thought to be running the current M&A process for SAS, too.

So that leaves a sale of SAS as Goodnight’s only exit. Companies rumored to be interested in SAS include Hewlett-Packard, IBM, Oracle, SAP and EMC, which is thought to be the lead horse at this point. But there’s still the not-insignificant matter of price. While still loose, the numbers we have heard for SAS, which recorded sales of $2.4bn in 2010, value the company at $12-13bn. Even a price only slightly above that range would make a purchase of SAS the largest-ever software deal, eclipsing Symantec’s $13.5bn stock swap for Veritas Software in late 2004.

Taking care of unfinished business, Oracle snares InQuira

Ben Kolada

Contact: Ben Kolada

Oracle scratched a lingering itch recently, as it announced that it is acquiring knowledge management and customer service automation vendor InQuira for an undisclosed amount. The announcement comes nearly three years to the day after Oracle was stinted by salesforce.com in its attempt to scoop up InQuira rival InStranet. And although terms of the deal weren’t disclosed, we suspect that the database giant paid up for its expansion in this sector.

As usual, Oracle hasn’t disclosed terms of the transaction. Nearly all precedent deals in this sector have fallen in the range of $30-50m. However, InQuira could have broken this benchmark since the company was growing and was more mature than its acquired rivals. InQuira has expanded from about 135 employees serving 50 customers when we last covered the firm in 2008 to more than 85 customers today, with a headcount surpassing 200. Assuming its average deal size has remained somewhat constant, we would roughly place the company’s trailing revenue in the ballpark of $55-65m. Based on precedent valuations (comparable transactions have been valued at 1.3-1.8 times trailing sales) and our loose estimates of the company’s revenue, Oracle could have paid about $100m for InQuira. In comparison, salesforce.com forked over just $32m for InStranet in 2008.

Privately held InQuira offers integrated applications for Web self-service, knowledge management and agent-assisted support by bringing together intelligent retrieval, content management, collaboration and analytics. The acquisition, which is expect to close in the fall, will become the core of Oracle’s Fusion CRM product line.

ACI looks to crash S1’s wedding

Brenon Daly

Contact: Brenon Daly

Just a month after announcing its largest-ever acquisition, S1 Corp has found itself unexpectedly (and perhaps unwelcomely) on the other end of a potential transaction. The payments software maker agreed in late June to acquire Fundtech in a stock swap valued at $326m. On Tuesday, ACI Worldwide sought to play the spoiler in that planned marriage, pitching an unsolicited offer to S1 that it says holds ‘significant upside’ compared to the proposed Fundtech deal.

ACI is offering $9.50 in cash and stock for each share of S1, for total consideration of $540m. The bear hug represents a premium of 33% over S1’s previous closing price and the highest price for the stock since late 2004. ACI says it has the financing lined up and could close the deal by the end of the year. Although S1 hasn’t responded to ACI’s proposal, its stock traded in line with the offer, changing hands on Tuesday afternoon at about $9.35.

In some ways, the current interest in S1 is about a half-decade overdue. We speculated in September 2006 that the company was likely on its way out. At that time, S1 was busy unwinding some misguided deals that it had inked years earlier as part of a larger ‘strategic review.’ (The divestitures came at a time when activist hedge fund Ramius Capital was the company’s largest shareholder.) Had it made its move then, ACI could have picked up the company on the cheap: S1 was trading at half the level of ACI’s current bid.

Verint reaches for Vovici

Brenon Daly

Contact: Brenon Daly

Once pretty much a company that only offered call recording, Verint has expanded its business over the past two decades through a series of acquisitions. Most recently, it reached for Vovici, adding the startup’s online surveys offering to its voice-of-the-customer portfolio. Vovici will be slotted into Verint’s Workforce Optimization (WFO) unit, which accounts for more than half of the company’s overall revenue.

However, we don’t expect that Vovici will substantially boost the top line at the WFO division. That business runs at about a rate of $100m per quarter, while we understand that the Herndon, Virginia-based startup was generating somewhere less than $15m in revenue. Verint is paying $57m in cash, with a possible earnout of up to $20m if certain undisclosed milestones are hit. That makes it Verint’s largest acquisition since the $1.1bn purchase of Witness Systems in early 2007.

Unify buys a new identity

Brenon Daly

Contact: Brenon Daly

It’s fairly rare for an acquiring company to take on the name of the target it has purchased, and it’s even more uncommon for the buyer to then dive headlong into the business it just picked up. And yet, that’s exactly what’s happening at Unify Corp, an old-line vendor now known as Daegis. (See our full report on the transition.) The name trade comes almost exactly a year after Unify spent some $38m in cash and stock to acquire its new namesake, Daegis. That was more, collectively, than Unify had spent on all of its other deals.

Before it added Daegis, Unify had been known for its software application development and migration tools. The 30-year-old company realized that there probably wasn’t much value to be created by being a fairly staid performer in a fairly staid market, so it went shopping. In 2009, Unify bought a small archiving and records compliance provider, AXS-One. It followed that up a year later with the much more significant purchase of Daegis, which got the company squarely in the e-discovery market. That business is now providing virtually all of the growth for Unify/Daegis.

While the new focus on the e-discovery space is a reasonable – and potentially profitable – move for Unify/Daegis, the transition does bring a fair amount of risk. The vendor already had to bump back the release of the product that was supposed to combine Unify’s archiving technology with Daegis’ e-discovery capabilities. Further, it recently scrapped any financial guidance as it sorts through its changes in business model. So far, Wall Street hasn’t really voted on the renamed and refocused company. Shares in Daegis, which also have the new symbol DAEG, are largely unchanged over the past month.

NCR rings up purchase of Radiant Systems

Brenon Daly

Contact: Brenon Daly

In yet another signal that the credit market has reopened for business, NCR has announced that it will issue $1.1bn in debt to cover the cost of its largest-ever acquisition. The company, which has relied on M&A to expand beyond selling the cash registers that it invented in 1884, said late Monday that it will pay $1.2bn for Radiant Systems. The purchase will add Radiant Systems’ point-of-sale products focused on the hospitality and restaurant industries to NCR’s portfolio, as well as boost the acquirer’s growth rate and margins, according to post-closing projections.

NCR will hand over $28 for each share of Radiant Systems. That represents a roughly 28% premium on Radiant Systems’ previous closing price and twice the level of the stock a year ago. The offer values Radiant Systems at about 3.4 times trailing sales of $354m.

The debt-funded purchase of Radiant Systems marks the latest in a series of transactions that have shaped NCR’s long corporate history, which included an IPO back in 1926. More recently, NCR was acquired by AT&T in 1991, the same year that NCR added data-warehousing pioneer Teradata. AT&T then spun off NCR in 1997, and a decade later, free-standing NCR spun off Teradata. For those keeping score, Teradata now has a $10bn market capitalization, three times NCR’s current valuation.

A new frontier in IT management M&A

Brenon Daly

Contact: Brenon Daly

Few areas of software have seen more consolidation than the broad bucket known as IT service management (ITSM). Where vendors were once selling relatively simple helpdesk software, the offerings have evolved – primarily through M&A – into broader IT management platforms. The deals have ranged from massive strategic bets (Hewlett-Packard’s $4.5bn reach for Mercury Interactive, for instance) to tiny technology tuck-ins (e.g., EMC’s March 2008 addition of Infra Corp).

But what we hadn’t really seen in this flurry of dealmaking is an acquisition focused on mobile capabilities. Well, that was true until Thursday, when BMC Software reached for Aeroprise. (BMC is slotting Aeroprise into its Remedy portfolio, a business that BMC acquired in 2002 for $347.3m from bankrupt parent company Peregrine Systems.) The acquisition bolsters BMC’s ability to deliver its ITSM tools to smartphones and tablets of all flavors. And BMC knows the startup very well. It has been selling Aeroprise products (branded as a BMC offering) for the past year.

Bolting onto the PE platform

Brenon Daly

Contact: Brenon Daly

One of the knock-on effects of private equity (PE) spending hitting its highest level in three years in 2010 has been the emergence of bolt-on deals in 2011. Consider the recent M&A activity at Emailvision, an SMB-focused email marketing vendor. The company had been listed on the Euronext, although, candidly, European investors didn’t really appreciate Emailvision’s SaaS delivery model. So rather than stick around as an unloved public company, the firm sold a nearly 70% stake last summer to PE shop Francisco Partners. The transaction valued the overall company at around $109m.

Fast-forward less than a year since selling a majority stake, and Emailvision has already done one small deal as well as a more recent acquisition that it could have never pulled off without the deep pockets of its PE patron. Earlier this month, Emailvision closed its $40m pickup of smartFOCUS, which had been listed on the London Stock Exchange. The transaction added more than $20m to Emailvision’s revenue, which we understand should hit about $110m this year. (That would be nearly twice the level it was before it went private, with M&A boosting an already healthy 40% organic growth rate.) And the vendor may not be done buying. We gather that Emailvision may well announce another deal before the end of the year.

Taleo targets Europe, acquires Jobpartners

Ben Kolada

Contact: Ben Kolada

In its first acquisition outside North America, Dublin, California-based Taleo announced today that it is buying European HCM vendor Jobpartners for €26m ($38m). While the price is a fraction of the $145m in cash that Taleo held at the end of March, it’s a fairly rich value for what we understand was a struggling company. We expect that Jobpartners’ wide European reach was the primary influencer for the company’s valuation, particularly since Taleo’s competitors are also looking to expand internationally.

Taleo is paying €26m in cash for Jobpartners and expects to close the deal in its third quarter. That price should be considered plentiful since we understand that the target was burning through cash (at least €36m in VC equity financing, by our tally) and that its revenue was likely in decline. Taleo hasn’t provided full-year revenue for Jobpartners, but expects the target to generate $2-3m in GAAP revenue from the date the deal closes to the end of the year. Annualizing that number would put Jobpartners’ full-year 2011 revenue at about $8-10m, or roughly €5-6m based on current conversion rates. That’s a nearly 50% decline from 2005, when the company issued a press release saying that its fiscal-year revenue hit €8m. We’ll have a longer report on this transaction in tomorrow’s Daily 451.

Callidus learns to love Litmos

Brenon Daly

Contact: Brenon Daly

Continuing to broaden its portfolio beyond its core commission-calculation offering, Callidus Software recently reached across the Pacific Ocean to snag early-stage learning management system (LMS) vendor Litmos. Based in New Zealand, Litmos had yet to raise any outside capital but had nonetheless drawn in more than 150 customers, which likely put revenue in the mid-single digits of millions of dollars. The acquisition should help Callidus in two main areas: in-application training and mobile learning.

In that way, Callidus’ move is unlike many of the other noteworthy deals over the past year in the LMS market, which has been dominated by talent management providers buying their way into the training and education space. Last September, for instance, Taleo picked up longtime partner Learn.com for $125m, while in April rival SuccessFactors paid $290m for Plateau Systems. Over the past year, we’ve tallied more than $1.8bn worth of spending on LMS deals.

Undoubtedly, the acquisition of Litmos won’t add much to the total spending in the sector. But the transaction is nonetheless significant for Callidus, particularly as more and more sales activity is done in the field. (Litmos can be used not only to update sales records and provide onsite sales coaching, but also to give training courses.) And Callidus may not be done buying. The company recently netted about $60m through a convertible offering, and we understand that it may well put some of those proceeds to work on another purchase in the next month or so