Sometimes M&A begets M&A

Contact: Scott Denne

TIBCO Software has acquired BI vendor Extended Results to bolster its Spotfire data visualization business, which it bought for $195m in 2007. After five years of organically growing Spotfire, Extended Results is TIBCO’s third Spotfire add-on this year. Its growing interest in the sector likely comes from both competitive M&A pressure and the market’s overall growth.

Extended Results offers BI software that enables executives to access key metrics on their mobile devices. The target provides TIBCO Spotfire with a mobile delivery mechanism for its visualization products. Terms of the deal weren’t disclosed, but we know TIBCO has so far spent a total of $85m to purchase businesses complementary to Spotfire. Extended Results had 50 employees. Cascadia Capital advised the company on its sale.

To a degree, we believe the transaction was driven by competitive M&A pressure in data visualization, as well as the sector’s growth potential. For example, QlikTech, one of TIBCO Spotfire’s biggest rivals, got into data visualization in May with the $7.6m acquisition of NComVA. Meanwhile, other tech firms have been active here this year, with Salesforce.com buying EdgeSpring, Datawatch picking up Panopticon Software and Pentaho reaching for Webdetails. And for a market check, Tableau Software, the largest stand-alone data visualization software provider, is expected to double its revenue this year, to $258m.

TIBCO’s BI and data visualization M&A

Date announced Target Deal value
September 18, 2013 Extended Results Not disclosed
June 11, 2013 StreamBase Systems $52m
March 25, 2013 Maporama Solutions $6.9m
July 8, 2008 Syndera $1m
June 19, 2008 Insightful Corp $25m
May 1, 2007 Spotfire $195m

Source: The 451 M&A KnowledgeBase

Hightail buys Adept Cloud to stay ahead of cloud security concerns

Contact: Scott Denne

Hightail acquires secure file-transfer startup Adept Cloud, a unique move in an industry that has focused on usability over security. But the deal could also become a precedent as security concerns start surfacing in cloud buying decisions, forcing some companies to look to M&A to remain relevant.

So far, we’ve seen very few acquisitions of security companies by cloud file-sharing providers. In fact, of the 18 combined acquisitions in the past four years by Hightail and its many competitors, the purchase of Adept Cloud is the first that’s focused on security technology.

The dearth of deals is a result of most vendors being more concerned with usability than security. Customers aren’t using these services for top-secret corporate data, so security isn’t at the top of their priorities, either. But that’s slowly changing. While no IT managers surveyed by TheInfoPro, a service of 451 Research, in the last half of 2012 cited security as a roadblock to implementing cloud technologies, 7% of respondents changed their mood in the survey done in the first half of this year.

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Mindful — and major — M&A by Mindjet

Contact: Brenon Daly

In its first major acquisition, Mindjet has handed over just less than one-third of its equity for Spigit, a social and innovation-focused front end to its collaboration platform. The deal comes as 20-year-old Mindjet continues its evolution from a Windows-based ‘brainstorming’ license software vendor to a multi-OS, subscription-based platform. That transformation – accelerated by the addition of Spigit – makes it a whole lot more likely that Mindjet will be in a position to join the ranks of public companies in a year or two.

According to our understanding, fast-growing Spigit will bump up Mindjet’s top line by about one-third. (Subscribers to The 451 M&A KnowledgeBase can click here to see our specific revenue estimates for Spigit.) Importantly, all of Spigit’s revenue is subscription, which fits with Mindjet’s efforts to transition to a fully SaaS business. Mindjet basically stopped selling perpetual licenses last year and is tracking to finish 2013 with subscriptions accounting for about 70% of total revenue.

Initially backed by Warburg Pincus, Spigit got re-capped earlier this year with PICO Holdings taking a majority stake of the company. Collectively, Spigit shareholders will own 30% of the combined company, and its 100 employees will account for almost the same ratio of the combined company’s 400 employees. Arma Partners advised Spigit on the sale.

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A ‘betwixt and between’ VMware opens the doors at VMworld

Contact: Brenon Daly

Even though it’s only 15 years old, VMware is beginning to look decidedly middle-aged. The virtualization kingpin, which opens its annual users’ conference today, is no longer the flashy young startup that was nearly doubling sales each year in the middle part of the previous decade. Nor is it (by any means) a tech dinosaur, defensively trying to protect its past successes while knowing full well that its best days are behind it.

Instead, VMware finds itself betwixt and between. And fittingly for a company in an indistinct period of its life, there’s uncertainty around its business. That is cascading through not only the operations of the company, but also its very identity. As it kicks off VMworld in San Francisco, VMware is still working through a restructuring, which, among other things, has seen it cut 800 jobs and divest a handful of businesses so far this year.

As one illuminating example of the uncertainty around VMware and its business, consider the company’s license sales, which are the lifeblood of any software firm. Back in the beginning of the year, VMware projected roughly 10% license growth for 2013. Off a 2012 base of about $2bn in license sales, that would imply roughly $200m of new VMware licenses sold this year. Through the first two quarters of the year, VMware has added a grand total of just $20m in additional license revenue.

The problems from the vendor’s flatlining software sales are exacerbated by the fact that it has whiffed on a few of the businesses that it acquired with the hopes of spurring growth in new markets. Misguided acquisitions such as Zimbra and SlideRocket took VMware further away from supplying technology to power datacenters and into the hotly contested consumer application market. VMware has sold off both of those businesses, along with three other divestitures so far in 2013. On the other side, it has bought only one company this year.

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Bye-bye Ballmer

Contact: Brenon Daly

Lost in the schadenfreude and snark that has accompanied Steve Ballmer’s decision to leave the top spot at Microsoft within a year is one undeniable piece of his legacy: No other tech CEO has accumulated as many assets in key markets as Ballmer.

In addition to the fat-margin franchises that Ballmer inherited, he steered the company on an M&A program that built up offerings around growth markets such as mobility, cloud infrastructure, data warehousing, online communications, digital advertising, collaboration and beyond. During Ballmer’s 13 years running the software giant, Microsoft dropped more than $25bn on its acquisitions.

Of course, there have been M&A missteps. The company has endured big write-offs (aQuantive), gotten burned by targets with dubious accounting (FAST Search & Transfer), drastically overpaid on other acquisitions (Skype), and has seen the period for returns on deals drag beyond a decade (Great Plains Software, Navision).

But in the end, Microsoft has at least brought together a basket of offerings, built on in-house and acquired technology, that makes it relevant in today’s tech market. Want proof of that? Microsoft is actually increasing sales. Granted, it’s only about 5% growth, but at least Microsoft is growing. The same can’t be said for IBM or Oracle or Intel or Dell or Hewlett-Packard. (Oh yeah, and Microsoft is growing while also throwing $20bn to the bottom line each year.)

From our perspective, one of the main challenges for Microsoft’s next CEO will be realizing a return on all of its previous dealmaking. Ballmer’s M&A program has put the pieces in place, but for the most part, they have been underutilized. It’s time for an execution-focused chief executive to wring more value out of the enviable collections of assets that Microsoft has already acquired.

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Nuance’s not-so-nuanced response to Icahn

Contact: Brenon Daly

Even though Nuance Communications is a company that does a lot of buying, the serial shopper has made it clear that it doesn’t want to be on the other side of a transaction. The speech recognition vendor, which has spent more than $1bn on a dozen deals over the past two years, announced earlier this week that it would be putting a ‘shareholder rights plan’ in place by the end of the month. The defensive measure (also known as a ‘poison pill’) effectively scotches any unwanted M&A approaches.

In other words, exactly the type of unwanted approach the company is likely to get from its largest shareholder, who has a history of making unwanted M&A approaches to tech companies. Carl Ichan has steadily snapped up Nuance stock. His stake, according to the most recent SEC filing, is now a mountainous 51 million shares, or 16% of the company.

With Icahn unlikely to play the role of spoiler in the planned Dell LBO, we suspect that he’ll have more time to spend on his other activist investments very soon. Probably on the top of his hit list is Nuance, as the company has already put up subpar numbers in two quarters this year. Nuance stock is down about 15% in 2013.

Unlike Ichan’s earlier stirrings against BEA Systems or Lawson Software, however, there isn’t an obvious single acquirer for Nuance. The reason stems largely from the fact that the Burlington, Massachusetts-based company has four separate business units. (Collectively, those divisions should produce about $1.7bn in annual sales when Nuance wraps its fiscal year at the end of next month.)

Instead, we could imagine that Icahn might push for a breakup of Nuance, arguing that the value of the individual units – on their own – is higher than the current $7.4bn enterprise value of the company. After all, Icahn has experience in that sort of agitation too, having helped spur a breakup of tech giant Motorola at the beginning of 2011.

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A solid offering from Cvent

Contact: Tejas Venkatesh

At first glance, event management software may seem like a niche business idea. But Wall Street gave Cvent a stellar reception on its first day as a public company today. The event management startup leaped onto the public markets, raising $118m. The company first priced its shares above range at $21 per share and traded up more than 60% from there. By midmorning, the stock changed hands at $34 per share, valuing the company at $1.3bn.

Cvent has put up impressive topline growth, while running solidly in the black. The startup has grown its revenue from $26m in 2008 to $84m in 2012, representing a CAGR of 35%. Cvent claims to be continuously cash-flow positive for the past eight years and estimates its total addressable market to be roughly $7bn.

In the 12 months ending March 31, the company generated $90m in sales. That means the market is valuing Cvent at 14.5x trailing sales. For comparison, we could look to Concur Technologies. The travel and expense management software vendor, which operates in a fairly compartmentalized part of the market like Cvent, currently garners a valuation of 11x trailing sales. Cvent’s premium valuation could be attributed to its higher growth clip compared with Concur, which grew 26% last year.

Cvent trades on the Nasdaq under the ticker symbol CVT. Morgan Stanley and Goldman Sachs were lead bookrunners for the IPO.

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Can Criteo spark interest on Wall Street?

-By Jonas Kristensen

Although Wall Street has not been overly bullish on the prospects of advertising technology companies recently, Criteo may be the next company from this fast-growing market to make its pitch to investors. But to do that, the Paris-based online ad retargeter will have to overcome a lot of burned adtech shareholders, who have seen the shares of recent IPOs in the sector (Marin Software and Millennial Media) both shed about one-quarter of their value so far this year. Meanwhile, Tremor Video is still underwater from its IPO last month.

But Criteo, which is rumored to have gross revenue of more than $500m, has one thing these other companies don’t – a profitable business. And it’s been printing black numbers for several years now. Further, it has shored up its mobile offering, where much of the adtech growth is expected to happen. (Witness the 75% growth in Q2 mobile ad revenue Facebook reported on Wednesday.) Just last week, Criteo announced the acquisition of mobile ad-tracking startup AD-X Tracking, which closes the gap in the company’s product offering and should enable it to take its retargeting technology mobile.

Given its growth rate and product portfolio, Criteo is probably out of reach of most would-be acquirers. Indeed, although M&A activity in the adtech space has increased steadily, the deals haven’t necessarily been at the top end of the market. According to The 451 M&A KnowledgeBase, there hasn’t been an adtech acquisition valued at more than $1bn since 2007.

If indeed Criteo does make it public, it doesn’t necessarily mean that the company will have to take a cut-rate valuation. After all, the other publicly traded adtech vendors have been overly discounted. Even with their sliding share prices, the trio have created more than $1.5bn in market value and trade at an average of 5x trailing sales, a higher multiple than many other tech sectors garner.

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RetailMeNot’s strong offering

Contact: Tejas Venkatesh

In a strong debut, digital coupon vendor RetailMeNot leaped onto the public markets today, creating $1.4bn in market value. After pricing at $21 each, shares shot up more than 30% to change hands at $27.60 by midmorning.

RetailMeNot’s rapid top-line growth contributed to its warm reception on Wall Street. The company increased revenue from $17m in 2010 to $155m for the year ended March 31, while running solidly in the black throughout.

The market currently values RetailMeNot at $1.4bn, or 9x trailing sales. That’s a premium valuation compared with M&A activity in the sector. For instance, we estimate that Slickdeals was valued at 4.6x trailing sales in its sale to Warburg Pincus in January. RetailMeNot itself was valued at 5.6x trailing sales in its $159m sale to WhaleShark Media in 2010, after which the acquirer took on the name of the target. Morgan Stanley, Goldman Sachs and Credit Suisse were lead bookrunners for the offering.

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Schneider reaches for Invensys with $5bn proposal

Contact: Andy Lawrence, Tejas Venkatesh

In what could be its largest acquisition in seven years, energy management giant Schneider Electric is proposing to acquire Invensys for $5bn. Although as old as the railways, the industrial automation equipment and software vendor has modernized its product portfolio through divestitures and investment in growing markets, making it a prized target for bidders with deep pockets.

Schneider’s interest in Invensys is mostly about scale, filling out its product lines, and helping build up a base of offerings for its growing interest in software and services. The acquisition of Invensys would bolster its products in monitoring, metering and control software – products that Schneider could deploy across its divisions. Invensys generated $2.7bn in revenue for the year ended March 31.

The offer comes a year after Schneider Electric indicated that it would step up acquisitions to fill out its product portfolio. Although Schneider has been relatively quiet on the M&A front in recent years, the company has a successful history of inorganic growth. Invensys could be another feather in its cap, provided rivals like Emerson Electric don’t get into a bidding war. Siemens, Emerson, ABB and GE are all considered potential suitors for Invensys.

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