Category: Enterprice Resource Planning

Apax goes double or nothing in big software bet

Brenon Daly

Contact: Brenon Daly

Apax Partners is going double or nothing in the latest addition to its software portfolio. The buyout firm plans to spend a total of $2bn to put together a pair of old-line ERP vendors, Epicor Software and Activant Solutions. And it is very much a ‘paired’ deal. In fact, according to terms, Apax closing its Activant purchase is a precondition of its planned take-private of Epicor.

That said, neither Apax’s purchase of Activant from its current private equity (PE) owners nor the buyout of Epicor should present much of a problem to get closed this quarter. But it does underline the necessity of cost ‘synergies’ in a deal (or in this case, two) for a mature company. (We noted that fact in the very similar proposed take-private of Lawson Software.)

If the double-barreled deals go through (as we assume they will), it would mark the end of a two-and-a-half-year effort by Elliott Associates to get Epicor sold. The hedge fund accumulated a 10% stake in Epicor in 2008 and then floated an offer of $9.50 for each remaining share of Epicor. It later trimmed that to $7.50 per share as the software company’s outlook deteriorated. (Epicor’s total revenue dropped 16% in 2009, and sales in 2011, while expected to increase, are still forecasted to come in below the level of 2008.) Apax is set to pay $12.50 per share for Epicor – an offer that Elliot has signed off on.

Lawson: silence, suitors and synergy

Brenon Daly

Contact: Brenon Daly

If Lawson Software had held its scheduled call later this afternoon to discuss its third-quarter earnings report, we suspect that attendance would have been a bit higher than usual. Instead, the old-line ERP vendor scrapped it, citing the two-week-old unsolicited offer from industry consolidator Infor Global Solutions. (Those sorts of things tend to happen to companies that count Carl Icahn as their largest shareholder.) Lawson, advised by Barclays Capital, has said only that it is reviewing the proposal.

While Lawson’s silence is entirely understandable from a company that’s been put in play, it did nothing to dampen investor speculation that another suitor would show up. The stock, which has traded above the $11.25-per-share bid since it was launched, inched a little higher to $12.14 in Thursday afternoon activity. Lawson shares haven’t seen these levels since March 2002.

Perhaps inevitably, Oracle’s name has surfaced as a potential buyer. While Lawson isn’t particularly cheap, it’s also not particularly expensive. Its current market cap of $2bn works out to about 2.6 times projected sales of $770m for the current fiscal year and roughly 15x EBITDA. Another way to look at it: the market values Lawson at about 5x its maintenance revenue. (For comparison, Epicor Software trades at 1.7x sales and roughly 3x maintenance revenue.)

For buyout shops, Lawson’s valuation is already at the upper end of the range that could still deliver a decent financial return, we would think. Of course, Infor is owned by a private equity firm, Golden Gate Capital. But in terms of bidding, Infor is more of a strategic buyer than a financial one when it comes to ‘synergies.’ After all, privately held Infor already has the corporate infrastructure in place to run a $2bn business, roughly three times the size of Lawson.

Lawson ‘Infor-med’ of unsolicited offer

Brenon Daly

Contact: Brenon Daly

In the middle of last year, we penciled out a takeout scenario for Lawson Software that gave the old-line maker of ERP software an equity value of about $1.7bn. Turns out we were off by just $100m. On Friday, the acquisitive, private equity-backed rollup machine Infor Global Solutions floated an unsolicited $1.8bn offer for Lawson. The target said only that it has retained Barclays Capital to advise it on the process.

We thought Lawson might find itself in play because activist shareholder Carl Icahn had taken about 10% of the company’s stock and started talking about ‘maximizing shareholder value.’ (Some of that has already showed up in Lawson’s recent stock chart. When Icahn revealed his stake last summer, shares were changing hands at about $8 each, compared to the $11.25 offer from Infor. We would note that the stock traded through the bid on Monday, hitting a high of $12.87 before settling down at about $12.25 in afternoon activity.)

In many ways, Lawson presents something of an easy target for Icahn and the would-be buyout group. License revenue has slipped in both of the company’s quarters so far this fiscal year. Meanwhile, it has been deemphasizing its consulting services, which is still one-third of total sales. So that business is dropping, too. The only growth has been seen in Lawson’s maintenance revenue. That business runs at an 80% gross margin, one of the main reasons Lawson generates so much cash.

Over the past four quarters, Lawson has thrown off some $116m of EBITDA on $745m of sales, a healthy 16% margin. If we put that trailing performance against Infor’s bid, Lawson is garnering a not-too-shabby multiple: 2.4 times sales and 15x EBITDA. Infor’s bid represents the highest price for Lawson stock in nine years, and would be CEO Charles Philips’ first deal since coming over from Oracle last October.

SAP’s ‘dilutive’ deal and larger M&A implications

Brenon Daly

by Brenon Daly, China Martens

The jury’s decision to order SAP to pay $1.3bn to Oracle for stealing software and support material stands as the largest award for the theft of IP in the software industry. (As one banker deadpanned: “I think the TomorrowNow acquisition is dilutive.”) But the implications of the three-week trial extend far beyond the monetary settlement, as whopping as it is. From our perspective, the key part of the courtroom drama has been just how deeply the pair has relied on M&A to radically overhaul their businesses.

A half-decade ago, SAP figured that one of the easiest ways to hurt Oracle was to spend $10m for TomorrowNow (TN). Back in January 2005, the rationale for the TN deal made sense: buy a way of potentially siphoning off some of the rich maintenance stream that Oracle collects for supporting its ERP and CRM software. That was a key concern for SAP at the time, because it was still primarily hawking rival ERP and CRM products. The German giant had largely stayed out of the M&A market, preferring just to acquire small pieces of technology.

That changed dramatically three years ago, when SAP reached for Business Objects – its first major move beyond its core market. It stretched even further this summer with the $5.8bn purchase of Sybase. That acquisition brought SAP into several emerging markets, including mobile applications and some very promising in-memory analytics technology. The deal also represented a long-term shot at Oracle, as SAP now has a database to sell against Oracle rather than simply standing back and watching most of its ERP and CRM software run on Oracle, which has roughly half the database market.

If anything, Oracle has changed itself even more dramatically since then through acquisitions. It certainly has done a lot of them, announcing some 66 deals valued at a total of more than $30bn since SAP announced its tiny pickup of TN. Oracle has consolidated broad swaths of the software industry, including CRM, product lifecycle management, middleware, content management, as well as making a push into a handful of key vertical markets. Add to that Oracle is now in the hardware business, selling servers and storage along with other new businesses it picked up with its purchase of Sun Microsystems.

A severe case of buyer’s remorse for SAP

Brenon Daly

Contact: China Martens

Hindsight is a wonderful thing. Would SAP still have gone ahead with the $10m January 2005 purchase of fledgling third-party apps support player TomorrowNow (TN) had it had any inkling then of the financial cost more than five years later (a $1.3bn payout to Oracle and a ton of legal fees), as well as the dent to its previous sterling reputation? TN was always a loss-making business for SAP and at its height attracted less than 400 customers, a tiny proportion of the tens of thousands of Oracle apps customers.

SAP had been hoping to only have to pay out $40m over the intellectual property theft case that Oracle initiated against its bitter ERP and CRM foe and its TN business back in March 2007. Oracle alleged that TN, with SAP’s knowledge, had engaged in ‘massive theft’ of its software and related support materials through a series of illegal downloads with TN staff using customer passwords to access Oracle’s technical support websites for its JD Edwards, PeopleSoft and Siebel families of ERP and CRM apps. TN had then allegedly used the stolen materials to support its customers, offering them support at 50% less than Oracle’s rates.

More recently, SAP set aside $120m, but had in no sense been prepared that the jury would find so strongly in favor of Oracle, which had been looking for $1.7bn or more. SAP is set to appeal and ‘pursue all its options’ to reduce the award. This whole saga is far from ended – already, it’s been the stuff of Silicon Valley soap operas, with Oracle CEO Larry Ellison speaking out against new Hewlett-Packard CEO Leo Apotheker, a former CEO of SAP, and failing to serve a subpoena on him in a bizarre take on the video game Where in the World Is Carmen Sandiego?

Over the course of the case, Oracle had sought to continually expand the scope of the lawsuit, while SAP had tried to limit its focus. A few months into legal proceedings, SAP had admitted to some inappropriate downloads of Oracle material at TN, but shortly before the trial began, it decided not to contest contributory infringement, effectively contradicting earlier assertions that SAP executives didn’t have knowledge about what was going at TN.

The jury decision in favor of Oracle could well have a chilling effect on the remaining third-party support market. It’s one that never took off to the degree that its advocates had been expecting. In January, Oracle filed suit against the leading third-party support vendor, Rimini Street, which is headed by a cofounder of TomorrowNow. The suit was very similar in tone and scope to the TN one, but went into less specifics. It’s going to be interesting to see what happens now, since Rimini Street has been gearing up for a legal battle of this sort for some time.

Much has changed since SAP bought TomorrowNow, a unit it put up for sale, and, after finding no buyers, shuttered in October 2008. The move was triggered by Oracle’s multibillion-dollar purchases of ERP and CRM players PeopleSoft and Siebel. The widespread expectation was that Oracle would push those acquired customer bases to adopt its own E-Business Suite apps, but there was no large user exodus and Oracle has delivered new versions of its purchased apps. Indeed, Oracle has also tempered its big push around a new generation of apps, dubbed Fusion, with the initial release due next year.

So, customers in general are under much less pressure to migrate from the apps they’re currently using. At the same time, those same users are facing increased maintenance fees, which are a steady revenue source for both Oracle and SAP. It’s effectively at present in both companies’ interests to have no third-party apps support market. It will be interesting to see whether each of them revisits the concept to be one where they could have some revenue involvement. Over time, each player will face having to support a wider and wider variety of apps, versions and deployments, and they may find that taxing on their resources and therefore not as lucrative as in the past. Both companies are keenly aware of the gradual wearing-away impact of the SaaS apps market, where maintenance fees are substantially less or are factored into the cost of per-user, per-month subscriptions.

Oracle parlays new interest in chips into small stake in Mellanox

Brenon Daly

Contact: John Abbott

When Oracle started hinting recently about its growing interest in chip vendors, Mellanox Technologies was at the top of our list of potential acquisition candidates. It turns out that Oracle is indeed interested in Mellanox, but only in a chunk of it. Oracle said earlier this week that it bought 10% of Mellanox’s ordinary shares on the open market.

Oracle didn’t reveal the price it paid for Mellanox or when it was in the market. But on a back-of-the-envelope basis, the stake probably represents about a $70m bet on Mellanox. (The company has about 35 million shares outstanding, and the price has been bumping around $20 each for much of the past month.) Other significant investors in Mellanox include Fidelity Management & Research, with an 11.7% stake, Alger with 7.5%, and the company’s CEO, Eyal Waldman, who owns 5.3% of the company.

As it picked up the chunk of equity, Oracle was quick to add that the purchase is for investment purposes only, and is not the start of a larger play for Mellanox, friendly or otherwise. Its stated motive is to solidify common interest in the future of InfiniBand.

Mellanox is one of only two suppliers making silicon for InfiniBand switches and adapters, the other being QLogic. It formed a close relationship with Sun Microsystems eight years ago, and more recently, its chips have been used within Oracle’s Exadata and Exalogic data-warehousing and storage appliances. In return for Oracle’s dollars, Mellanox will make Oracle Solaris one of its core supported OS platforms. But it will continue to work with Oracle’s rivals, including IBM, Hewlett-Packard and Dell.

As far as datacenter communications fabrics go, InfiniBand has maintained its technical lead over Ethernet and it looks like it will be doing so for a while to come. Even so, Mellanox has also launched a parallel set of 10Gb Ethernet products in the past few years in order to maintain its growth. And it’s also been looking to diversify into the consumer space, if reports that it recently tried (apparently unsuccessfully) to acquire fellow Israeli company CopperGate Communications for $200m are true. Privately held CopperGate develops chips for home entertainment devices and digital home broadband networking.

Is GeoLearning the next to go?

Brenon Daly

Contact: Brenon Daly

While the employment market may still be sluggish, the market for software that helps companies with their employees is bustling. We recently noted that both the number of deals and spending in the human capital management (HCM) market so far this year is rivaling the records set when the overall M&A market was much healthier. Add to that, there’s even an HCM vendor that’s eyeing the other exit: Cornerstone OnDemand filed to go public two weeks ago, one of the few tech companies that’s willing to brave the chilly IPO market.

As to what’s the next likely deal in the HCM market, recent indications have pointed toward a sale of GeoLearning. (We understand that the Des Moines, Iowa-based company has retained Raymond James & Associates to advise it on a process.) Founded in 1997 by current CEO Frank Russell, GeoLearning sells its learning management software (LMS) through both a hosted and on-demand model to more than 700 customers. In February 2008, GeoLearning took in its first and only institutional money – a $31m investment from Volition Capital, which was known as Fidelity Ventures at the time.

A little more than a month ago, fellow LMS startup Learn.com got snapped up by Taleo for $125m. Sources have indicated that ADP may have been the initial bidder for Learn.com, looking to add to the half-dozen HCM acquisitions the services giant has already done. We would expect ADP to at least look closely at GeoLearning. But from our perspective, the more likely acquirer for GeoLearning is SuccessFactors. The two companies have had an integrated offering on the market for more than four years, and continue as close partners. We gather that GeoLearning is slightly larger than Learn.com, which was running at about $30m in sales.

HCM deal flow nears high-water mark

Brenon Daly

Contact: Brenon Daly

Dealmaking in the human capital management (HCM) market has surged in recent months, pushing spending to near-record levels. So far this year, we’ve tallied 36 HCM transactions, with an aggregate value of $1.9bn. That basically matches the high-water mark of $2.1bn in the sector set during the first three quarters of 2007. (However, we should note that nearly all of the HCM spending three years ago came from the $1.8bn take-private of Kronos by Hellman & Friedman in March 2007.)

The number of HCM transactions so far this year (36) matches exactly the number during the same period in 2007. Another similarity between the two years is that strategic and financial buyers have both been active in the sector. Consider this: In the four deals announced so far this month, buyout shops have been behind two while corporate buyers have inked the other two. Valuations for this month’s transactions – and most other recent HCM deals, for that matter – have ranged from just below 2 times trailing sales to around 4x trailing sales.

However, in the sector’s latest acquisition, the valuation came in well north of that range. On Monday, private equity firm Madison Dearborn Partners (MDP) took a majority stake of Fieldglass in a transaction that valued the HCM vendor at more than $220m. (ArchPoint Partners advised Fieldglass in the deal between the two Chicago-based firms.) Fieldglass focuses on the so-called contingent market, which covers project-based contractors, offshore workers and so on. According to our understanding, Fieldglass generated nearly $30m in revenue and $5m in EBITDA in 2009 and was tracking to nearly $40m in sales and $10m in EBITDA for this year. That means MDP’s stake valued the company overall at about 6x trailing sales, according to our calculations.

Looking at Lawson

Brenon Daly1 Comment

Contact: Brenon Daly

What was shaping up as an explosive showdown between Carl Icahn and Genzyme has been defused ahead of today’s board meeting at the biotech company. By adding two nominees selected by Icahn to the expanded board of directors, Genzyme avoided the full-blown proxy fight that had been brewing. With that matter settled, we wonder if Icahn will turn his attention to his newest tech investment – Lawson Software.

The gadfly investor owns stock and options equaling about 15.6 million Lawson shares, or roughly 9.7% of the old-line ERP vendor. As is often the case in his investments, Icahn says he will push for moves that maximize shareholder value, which could include a sale of the company. However, we would note that in his recent role as shareholder activist, Icahn hasn’t succeeded in putting his holdings in play.

Although he helped spur the sale of BEA Systems in early 2008, his more recent agitation hasn’t necessarily resulted in M&A. Among other holdings, Icahn has owned or currently owns stakes in Yahoo, Motorola and Mentor Graphics – all of which still trade on their own. Likewise, we suspect Lawson will remain independent, even if Icahn pushes for a sale.

For starters, the company isn’t cheap. Shares have tacked on 60% over the past year – twice the return of the Nasdaq and three times the gain of Oracle over the same period. That gives Lawson a market capitalization of $1.3bn. (It holds roughly the same amount of cash and debt, so Lawson’s enterprise value is also about $1.3bn.)

If we assume the company will generate about $350m in maintenance revenue in its current fiscal year, Lawson currently trades at 3.7 times its maintenance revenue. A conservative 30% premium on top of Lawson’s current valuation would add $400m to the price, for a total cost of $1.7bn or nearly 5 times maintenance revenue. That valuation isn’t overly rich, but it is probably at the high end of the range that a financial-minded buyer could make work.

Deltek deal shows Atlantic trade winds are blowing

Brenon Daly

Contact: Brenon Daly

As the hackneyed old phrase goes, there is opportunity in crisis. We were musing on that as we watched the euro plummet at the end of last week to a four-year low against the dollar. With countries such as Greece, Portugal and, most recently, Hungary unable or unwilling to run balanced books, much of the continent looks shaky. Reflecting the worries caused by the ballooning debt in many countries, the euro has shed 15% of its value compared to the US greenback.

While it is undoubtedly a tough time for many of our cousin countries across the Atlantic, some US companies might be having a different take on this period of European malaise: it’s a great time to do some opportunistic shopping. For starters, US buyers are getting a nice little discount thanks to the dollar. If, for instance, a US-based company was eyeing an acquisition in Europe that would have run it $150m at the start of the year, the current cost is less than $130m. And don’t forget that a lot of US companies have a lot of wampum sitting over in Europe that can’t be brought home without a heavy tax hit.

There’s also the fact that the recession hasn’t actually ended for many of the European companies, at least not based on their stock prices. Consider the smartly frugal bit of shopping that Deltek Systems did late last week. The project management software vendor had been looking to expand across the Atlantic, and found a handy bargain in picking up Danish ERP provider Maconomy. (Deltek was advised by Arma Partners.)

In its largest acquisition ever, Deltek will pay around $72m in cash for Maconomy. Even though the premium is substantial (Deltek’s offer is more than triple where Maconomy shares traded a year ago, and twice the price of the stock at the beginning of the year), the valuation of the target is actually lower than that of the acquirer. On an enterprise value basis, Deltek itself trades at about 2.1 times trailing sales, while it is paying just 1.5 times trailing sales for Maconomy. (And again, the valuation of the Danish software firm includes a generous premium.) Bargains like that may well get the trade winds blowing again across the Atlantic.