Category: Europe

PE group dials up Skype

Brenon Daly

Contact: Brenon Daly

Just a month after we speculated on an unconventional home for Skype Technologies, eBay found a rather unconventional home of its own for its VoIP subsidiary. Rather than go to Cisco, which is what we suggested as an (admittedly) far-flung idea, Skype has landed in a portfolio of a consortium led by tech buyout shop Silver Lake. Terms call for the group (Silver Lake, along with venture firms Index Ventures and Andreessen Horowitz, plus the Canada Pension Plan Investment Board) to hand over $2bn for two-thirds of Skype. EBay, which acquired Skype four years ago, will own the remaining one-third stake.

In most markets, a multibillion-dollar carve-out of a noncore asset led by a private equity (PE) firm would hardly be called ‘unconventional.’ (In fact, one could argue that type of transaction is precisely what PE firms should be doing.) But today’s market – even with the recovery that we’ve had – is hardly a healthy one. The equity markets have rallied, but investors – including the big investment groups that back the PE firms – are still skittish. Add to that, debt is still tough to come by. Those are the main reasons why buyout shops have been largely sitting on their hands recently, making a $2bn deal by a PE consortium a relatively unusual event.

Consider this fact: the Skype carve-out is the largest tech PE deal since May 2008. In fact, it accounts for almost half of all tech spending by buyout shops in 2009. So far this year, we’ve tallied 50 transactions that have an aggregate announced deal value of just $4.6bn. That’s one-third the amount during the same period last year ($13.1bn), and a mere fraction of the total the buyout barons spent during the same period in the boom year of 2007 ($101bn).

Bleak outlook for social networking M&A

-Contact Thomas Rasmussen

In a sign of just how far the social networking market has fallen, brightsolid’s $42m purchase earlier this month of Friends Reunited from ITV Plc stands as the largest deal in the sector so far in 2009. The price is a mere 5% of the value of the largest social networking acquisition in 2008, which was AOL’s $850m all-cash pickup of Bebo. (We would also add that the sale of Friends Reunited netted ITV just one-fifth the amount it originally paid for the property in 2005.) On top of the notably smaller transactions, deal flow so far this year has been characterized by relatively paltry valuations. Friends Reunited garnered just 1.6 times trailing sales, compared to the estimated 42 times trailing revenue that Bebo got from AOL. Add all that together and it’s pretty clear that the bubble of social networking M&A has popped. In the space so far this year, we tally just 28 deals worth a total of $55.5m, compared to 53 transactions valued at more than $1.3bn in 2008.

As an aside, we would note that the acquisitions of Friends Reunited and Bebo have more in common than just ranking as the largest deals of their respective calendar years. The stalking horse bidder for Friends Reunited, Peter Dubens through his investment vehicle Oakley Capital Private Equity, has a close business relationship with Bebo founder Michael Birch. Dubens and Birch formed PROfounders Capital earlier this year under Dubens’ Oakley Capital umbrella. Oakley Capital reportedly offered to buy Friends Reunited for $25m, but declined to bump up its bid above even one times sales. Without reading too much into that, we might be tempted to conclude that except for Facebook, the little value that remains in most social networks is likely to only decline.

Where’s the hurry in Oracle’s reach for Sun?

Brenon Daly

Contact: Brenon Daly

Having gotten the all clear on this side of the Atlantic, Oracle is now waiting for the EU to sign off on its pending purchase of Sun Microsystems. And the company will have to wait a bit longer. The European Commission has a deadline of September 3 to determine if the deal would violate antitrust measures. If the body decides that it does, a subsequent probe could potentially drag on into 2010.

Granted, there’s a lot at stake in Larry Ellison’s plan to use the acquisition of Sun to turn Oracle into a systems vendor, as opposed to a company that just sells software. (Provided the transaction goes through, Oracle will be in a position to hawk Solaris and Linux servers, all running its own database, middleware and application software on the boxes.) And, as the largest tech buy since Hewlett-Packard purchased EDS in May 2008, Oracle’s $7.4bn reach for Sun is clearly not nickel-and-dime M&A.

But the pace of the review by regulators is absolutely glacial. Consider this fact: It took Oracle just two months to fully negotiate its purchase of Sun, according to proxy material. (Sun chairman Scott McNealy spoke with Ellison about a possible deal in late February; the companies announced the transaction on April 20.) More than twice that amount of time has elapsed since Oracle announced the deal – and regulators in Europe are still mulling it over.

A transatlantic shopping trip for Concur

Brenon Daly

Contact: Brenon Daly

After being out of the M&A market for two years, Concur Technologies reached across the Atlantic earlier this week for a small Paris-based startup to help expand its business in Europe. Currently, business outside of the US accounts for about 10% of overall revenue at Concur. The company has indicated in the past that it plans to triple the level of international revenue in the coming years. Concur said it will pay up to $40m in cash and equity for Etap-On-Line (including unspecified earnouts), but guided not to expect much from the acquisition right now. (Deutsche Bank Securities advised Concur on the transaction.)

There are a number of reasons for the muted initial expectations for the purchase. First, much of Etap’s revenue will likely get washed out because of differences between French and US accounting standards. (Not that there was likely a lot of revenue to start with.) And even the sales that Etap has booked have come primarily from offering its travel and expense management software through licenses. That means Concur will have to convert the technology to its on-demand platform.

Of course, Concur knows a bit about that process, having transformed itself earlier this decade to an on-demand software provider from the license model. In the words of one banker, the transition was ‘a valley of death’ experience for Concur. But now the company has emerged from the valley and carries the rather alpine valuation of about 6 times fiscal year sales. (Concur currently has an enterprise value of about $1.5bn, compared to the projection of about $250m in revenue in its current fiscal year, which wraps at the end of September.) A number of other software firms quietly (and not so quietly) envy Concur’s makeover – and how it has played on Wall Street. Shares of Concur, which spent much of 2001 at less than $1, closed at nearly $37 on Thursday.

Quiet close to Micro Focus-Borland after noisy process

Brenon Daly

Contact: Brenon Daly

After more than two months of back-and-forth negotiations, Micro Focus is set to take home Borland Software. Shareholders in Borland approved the $113m deal on Wednesday and Micro Focus shareholders signed off on it on Friday. Originally announced on May 6, the acquisition is set to close early next week. Along the way, Micro Focus had to pay 50% more than it originally bid, but still picks up the application lifecycle management vendor for just 1 times its sales.

The reason Micro Focus had to reach deeper into its coffers is that after the parties initially agreed to the transaction, at least two other shoppers popped up with offers of their own. Or more accurately, the would-be buyers indicated that they were interested in bidding. We already noted our suspicion that one of the pair was the recently launched 2SV Capital, although the firm didn’t pursue the nonbinding bid beyond an initial query.

As for the identity of the other suitor, which was identified only as Company A in US Securities and Exchange Commission filings, it turns out we were off with our guess of Embarcadero Technologies. In fact, we were off by about 3,000 miles. A source indicated that the mystery bidder was in fact Allen Systems Group, which has its headquarters in Naples, Florida. The privately held company has done some 30 acquisitions over the two decades it has been in business. We understand that the firm may have had trouble lining up the financing to top Micro Focus’ offer for Borland, which has an enterprise value of $164m. Allen Systems didn’t return several messages seeking comment.

Software AG looks for a repeat

Brenon Daly

Contact: Brenon Daly, Dennis Callaghan

Having significantly whittled down the debt it picked up acquiring webMethods two years ago, Software AG is now ready to add on a bit more to cover its pending purchase of IDS Scheer. It plans to borrow some $470m and pay that back over the next three years or so. With Software AG’s steady cash generation, that shouldn’t be a problem. (The German company, which also pays a dividend, says it is on track to accumulate some $190m in free cash flow this year.)

In fact, we understand that capital questions hardly figured into the firm’s M&A plans, which it had trumpeted for the better part of two years. Instead, Software AG has simply been waiting for prices to come down. And based on the fact that it paid less than half the valuation for IDS Scheer than it handed over for webMethods, we’d say its patience paid off. (Additionally, it is about half the valuation that IBM paid for ILOG, which boosted Big Blue’s business process management portfolio.)

As a final thought on this week’s transaction, we suspect that if Software AG gets half the return on IDS Scheer that it got on webMethods, it’ll probably be pretty pleased with its new purchase. (Arma Partners advised Software AG on both deals.) WebMethods is now the vendor’s second-largest revenue producer. Moreover, the webMethods business expanded 33% in 2008 – twice the rate of overall revenue growth at Software AG last year.

For sale: Supercomputer startup SiCortex

Brenon Daly

Contact: John Abbott

Supercomputer vendor SiCortex appears to have run out of funding options and has put itself up for sale. Gerbsman Partners has been retained to find a buyer for the assets, including the intellectual property, in whole or in part. Founded in 2003, SiCortex sought to lower the cost of developing a supercomputer by sourcing up to 80% of its chip development from off-the-shelf components, primarily multiple low-cost MIPS cores, leaving only 20% of the work to do on custom logic. There are three families of systems, Desktop, Department and Division, ranging from 72 to nearly 6,000 processors. A big selling point was energy consumption, with claims of 60-80% less electricity use than Intel-based clusters. The technology approach is similar to that of IBM’s Blue Gene supercomputers, except that SiCortex was aiming at the bottom 50,000 supercomputer users, rather than the top 500.

Over the years the company raised $68.1m in funding from Flagship Ventures, Polaris Venture Partners, Prism Venture Partners, JK&B Capital and Chevron Technology Ventures. It also acquired the PathScale multicore compiler suite from Qlogic in August 2007. A year later, ex-Novell executive Chris Stone was hired as CEO in hopes of taking SiCortex into its next phase of growth. Momentum appeared to be gathering: 75 computers shipped to customers (including NASA, Lockheed Martin and Argonne National Laboratory), 300 applications up and running plus first-quarter revenue doubling from the previous year. Gross margins were more than 50%.

Sealed bids to Gerbsman are due by June 25. However, with the venerable Silicon Graphics recently selling to Rackable Systems for less than $50m, the prospects for a richly valued sale of SiCortex don’t look very good. We would also note that fellow supercomputer systems startups Fabric7 and Panta Systems have already closed their doors. Look for a full report on the sector in tonight’s MIS sendout.

Will OpenTable’s IPO lead to M&A?

-Email Thomas Rasmussen

Just three months after filing its initial IPO paperwork, OpenTable set the terms of its $46m offering last week. At the high point of the $12-14 range for its shares, the company would sport a valuation just shy of $300m, or about 6x trailing 12-month (TTM) revenue and 50x TTM EBITDA. For the past three years, OpenTable has grown revenue at a compound annual rate of about 43%. Despite skepticism about the IPO market and OpenTable’s prospects during a period when its primary customers (restaurants) are struggling, the online restaurant reservations service should debut on the Nasdaq under the ticker ‘OPEN’ in the next week or two. OpenTable’s offering comes as Solarwinds is also slated to go public, after its prospectus aged for more than a year.

OpenTable has not disclosed how it will allocate the funds that it will raise in its offering. However, we believe it might be gearing up to make its first foray into M&A. One indication: the presence of Allen & Co as one of OpenTable’s four underwriters. Sure it had a hand in Google’s IPO, but Allen & Co is certainly known more as a media banker than a tech underwriter. OpenTable’s offering is being led by Merrill Lynch, with ThinkEquity and Stifel Nicolaus also on the ticket.

If OpenTable were to shop, we suspect it could well look to bolster its international operations. Since 2004, the San Francisco-based company has sunk millions of dollars into expanding outside the US, but has little to show for it. Its international business, which is burning money, accounts for just 5% of total sales. (The vendor recently pulled out of Germany and France.) We see a parallel between what OpenTable has run into in its unsuccessful international expansion and the early woes that its rich Web services cousin eBay experienced in trying to translate its business outside of its home market. After struggling to address foreign markets by just expanding its existing online auction service, eBay has been picking up local foreign sites that fit the nuances of business and culture in those markets. Ebay has spent billions of dollars lately buying its way into foreign markets.

Trans-Atlantic transactions take off

Brenon Daly

Contact: Brenon Daly

It was a big and busy day on Wednesday for British companies shopping in the country’s former colony across the Atlantic. Collectively, the three deals boosted the total disclosed value of acquisitions by UK-based firms so far this year by nearly 20%. For starters, LSE-traded software vendor Micro Focus picked up one full Nasdaq-listed company and bits of another US public company, spending a total of about $155m. Taken together, the simultaneously announced deals are the second-largest transaction announced in 2009 by a UK-based buyer. Adding to that, British defense giant QinetiQ reached for a well-funded security startup in a deal that features a handsome valuation and a pretty rich possible earn out.

In the more significant purchase, Micro Focus picked up long-ailing Borland Software for $1 per share, or an equity value of about $75m. In the same breath, it also scored a business line from Compuware for $80m. Micro Focus says the addition of Compuware’s application testing/automated software quality (ASQ) unit will help bolster its existing ASQ offering, a suite of tools that it sells under the Data Express name.

One of the more interesting aspects of Micro Focus’ double-up deal is that the company tapped Arma Partners to run both processes. (The transaction was headed up by Arma’s Paul-Noël Guély, along with Keith Robinson, Varun Sunderraman and Graham Smith.) Arma has served as a kind of house bank for Micro Focus, advising on four of the company’s past five deals. On the other side of the table, Updata Advisors worked with Compuware on its divestiture and JP Morgan Securities advised Borland. We’ll have a full report on the moves by Micro Focus in Thursday’s 451 Group sendout.

In a separate transaction, QinetiQ (through its North American arm) moved deeper into the cyber-intelligence world by buying Cyveillance. Terms call for QinetiQ to hand over $40m upfront, along with a possible $40m earn out over the next two years. Cyveillance, which we understand didn’t use a banker, generated sales of about $10m in 2008. Look for a full report on the relatively richly valued transaction in tonight’s 451 Group MIS email.

Revenue refresh through M&A

Brenon Daly

Contact: Brenon Daly

Having recently lost several key Asian customers in the brutally competitive digital TV market, Trident Microsystems went shopping in Europe last week to rebuild its top line. On its trip, Trident got a pretty good bargain. It will hand over some seven million shares, valued at roughly $10.3m, to Switzerland’s Micronas Semiconductor for three consumer product lines. We understand that the three units were generating more than $100m a year in sales.

The purchase comes at a crucial time for Trident. Revenue at the company has plummeted from $258m in the past fiscal year, which ended last June. With two quarters and guidance for the third quarter already in the books, revenue at Trident has totaled just $61m. That implies sales for the current fiscal year could well be just one-quarter the previous fiscal year’s figure. Along the way, Trident has slipped from a profitable business to a cash-burning one. Its difficulties haven’t been lost on Wall Street, which values the debt-free vendor at about $100m, just half its current cash level.

Trident’s pending pickup of the three Micronas units should help, both on the top and bottom lines. (Union Square Advisors worked with Trident while Micronas went with hometown bank Credit Suisse Securities.) The company indicated that the acquisition should put revenue at $35m for the quarter that ends in September, essentially matching the previous year’s level. More importantly, the combination will boost Trident’s earnings from the very start and slow its cash burn. The firm will have more to say about the deal, which will dramatically expand its portfolio and end markets, when it reports fiscal third-quarter earnings later this month. Meanwhile, we would note that Trident shares are slightly above where they were when the vendor announced the acquisition