Category: infrastructure software

Creative destruction and its discontents

Brenon Daly

In a February 2007 report, we asked an egghead question about valuations in a sector that had been ‘creatively destroyed,’ to borrow Joseph Schumpeter’s oft-used phrase. At the time, we weren’t asking for purely academic reasons. Rather, we were trying to put a price on Tumbleweed Communications following Cisco’s purchase of rival anti-spam appliance vendor IronPort Systems. (Rumors had private equity firms looking at Tumbleweed.)

It turns out we weren’t far off in our valuation. We slapped a $150m price tag on Tumbleweed; last Friday, French IT consulting firm Sopra Group said it would pay $138m in cash for the company. The deal is expected to close in the third quarter. While the companies see a bright future for the combination, we have some reservations. Specifically, we wonder how Sopra, which is making the acquisition through its Axway subsidiary, will hit its target of 12-15% operating margins for the combined company next year. (Tumbleweed has run at negative operating margins for years, piling up an accumulated deficit of $300m in its history.)

Whatever the performance of Tumbleweed under its new owners, we have to say that Sopra certainly didn’t overpay for the company, which should double its sales here in North America. At just two times trailing sales, Tumbleweed was valued at less than half the price-to-sales multiple found in comparable transactions.

Anti-spam shopping

Acquirer Target Date Price Target TTM sales
Sopra/Axway Tumbleweed June 2008 $138m $58m
Google Postini July 2007 $625m $70m*
Cisco IronPort Jan. 2007 $830m $100m
Secure Computing CipherTrust July 2006 $264m $48m
Symantec Brightmail May 2004 $370m $26m

*estimated, Source: The 451 M&A KnowledgeBase

Deal-making in a desert

Brenon Daly

Exactly a year ago, SonicWall handed over $25m in cash for Aventail. The deal looked like a ‘last-gasp’ transaction in a number of ways, not the least of which was that Aventail’s purchase price was less than one-quarter of the venture funding the company had raised over the years. Beyond the money-in/money-out gulf at Aventail, we would note that in the year that has passed, not a single significant SSL VPN deal has been reached.

Since the big-name consolidation in this market began in mid-2003, most of the large security acquirers have gone shopping here. SSL VPN deal flow hit its high point early on, with NetScreen shelling out $265m, mostly in stock, for Neoteris. (A half-year later, Juniper Networks threw $4bn in stock at NetScreen, in a deal that Juniper has yet to recognize much of a return on.) Other tech giants quickly inked deals of their own, including Cisco, Citrix and Microsoft.

In contrast, the handful of companies that have acquired SSL VPN technology since mid-2007 have been tiny outfits, with a number of consulting shops doing the buying. That hardly suggests top-dollar acquisitions. The SSL VPN vendors that missed out when the big buyers came through the market may need to scale back their exit expectations. We would drop PortWise and Array Networks, among others, into that bucket. 

Significant SSL VPN deals

Acquirer Target Date Price
F5 Networks uRoam July 2003 $25m
NetScreen Neoteris Oct. 2003 $265m
Cisco Twingo March 2004 $5m
Citrix Net6 Nov. 2004 $50m
Microsoft Whale Communications May 2006 $75m*
SonicWall Aventail June 2007 $25m

*estimated, Source: The 451 M&A KnowledgeBase

Barracuda bares its teeth

Brenon Daly

Never known as a shy or retiring competitor, Barracuda Networks has lobbed an unsolicited bid to acquire Sourcefire for $7.50 per share in cash. (Full report.) That works out to a slight 13% premium on Sourcefire’s closing price ahead of the bid, and essentially where the shares began 2008.

We look at Barracuda’s bid as setting a ‘floor price’ for Sourcefire. It is certainly an opportunistic offer, as Sourcefire has been burned on Wall Street. (The company didn’t help itself when it came up short of investors’ expectations in its first quarter as a public company a year ago.) To get this deal closed, however, we suspect Barracuda will have to raise its bid. Investors have already pushed Sourcefire shares above the offer price.

To push this deal along, Barracuda can draw on the experience of one of its two outside backers, Francisco Partners. The buyout shop took IT security appliance vendor WatchGuard Technologies private in July 2006 after a protracted and bitter campaign.

An Oak accord

Brenon Daly

Oak Investment Partners has finally helped broker a marriage for portfolio company Talisma – a full half-decade after the startup stumbled on its way down the aisle. In both cases, however, it isn’t exactly clear whether the investment firm should be sitting on the bride’s side or the groom’s side at the wedding. In fact, Oak would have a seat on both sides of the aisle.

In this go-round for Talisma, Oak’s late-March investment of $50m in nGenera helped the SaaS rollup add Talisma to its portfolio. If the strategy sounds familiar, it’s because Oak, which owns a majority of Talisma, had a nearly identical plan for the CRM vendor in late 2003. In that case, Oak wanted to stitch together Talisma with fellow portfolio company Pivotal Corp, in a deal that valued publicly traded Pivotal at $48m. Just as that deal was heading toward a vote, however, two other companies outbid Oak for Pivotal. (First, it was Onyx Software, then it was CDC Software. Of course, those companies would go at it again three years later when CDC tried to spoil the purchase of Onyx by Consona, which was then known as M2M Holdings.)

What exactly Oak plans to do with its newly enlarged portfolio company, nGenera, is anyone’s guess. However, it could do a lot worse than follow the strategy of Consona, which was taken private by Battery Ventures. Since the LBO, we understand Battery has pulled out something like six times its money from the CRM rollup, which is still rolling along. Maybe nGenera will serve as Oak’s enterprise SaaS rollup. The company has already done six deals – and counting. 

nGenera’s (fka BSG Alliance) acquisitive history

Announced Target Deal value Target description
May 21, 2008 Talisma Not disclosed SaaS customer service automation
March 5, 2008 Iconixx Not disclosed On-demand talent management HR software
Oct. 3, 2007 Industrial Science Not disclosed Business simulation software
Nov. 29, 2007 New Paradigm Not disclosed Research company
Sept. 13, 2007 Kalivo Not disclosed On-demand collaboration provider
May 7, 2007 The Concours Group Not disclosed Research and executive education firm

Netezza nibbles

Brenon Daly

A few months after indicating it was ready to buy its way into analytics, Netezza has inked its first deal as part of the initiative. The company said last Thursday that it will pay $6.4m for NuTech Solutions. It’s largely an HR move, with Netezza picking up 30 scientists and engineers from the startup. The addition should help Netezza as it looks to run different types of complex analytics inside Netezza Performance Server, rather than just enlist help from partners – including vendors, academic institutions, developers and consultancies – through its existing Netezza Developer Network.

Rival data-warehousing vendors are also looking to add more smarts to their boxes. So far, however, that hasn’t meant much shopping. For instance, Teradata and SAS Institute cozied up and unveiled a joint roadmap last October involving integrating various SAS wares, including its analytics and data-mining algorithms, into the Teradata database. (Netezza also has partnerships with SAS and rival predictive analytics vendor SPSS.) Meanwhile, Greenplum also announced support for embedded analytics in the latest release of its warehouse, G3.

We wonder if the NuTech deal – Netezza’s first acquisition – is a bit of an appetizer ahead of a larger bite of the analytics market. We’ve highlighted a couple of tasty targets for Netezza, including existing partner Manthan Systems, which focuses solely on the retail industry, or KXEN, which would fit well with Netezza’s mission to expand the scope of its query technology. With its treasury stuffed with cash from its recent IPO, Netezza certainly has the resources to do the deals.  

Selected data warehousing-analytics transactions

Acquirer Target Announced Deal value
Teradata DecisionPoint Software Nov. 2005 Not disclosed
IBM Alphablox July 2004 $37m*
Netezza NuTech Solutions May 2008 $6.4m

Will Larry buy Switzerland?

Brenon Daly

Informatica’s acquisition of Identity Systems, which closed last Thursday, brought the data integration specialist even closer to Oracle. The two companies have had an odd relationship, with Informatica competing against the behemoth virtually since it opened its doors some 15 years ago. (Despite the fact that Oracle gives away its bare-bones Warehouse Builder, Informatica has been able to build up a business that rang up nearly $400m in sales last year, having grown revenue more than 20% for three straight years.)

Through its non-stop acquisitions, Oracle actually OEMs three bits of technology from Informatica, including the just-acquired Identity Systems. Mantas – an anti-money-laundering vendor acquired by Oracle’s i-flex solutions – includes the identity resolution technology from Identity Systems. (Informatica had older OEM arrangements with Hyperion Solutions and Siebel Systems, both of which were gobbled up by Oracle.)

Recently, rumors have been picking up that Oracle may be looking to own Informatica outright. Making such a move would dramatically strengthen Oracle’s data-quality offering, as well as beef up its semi-structured and unstructured data integration story. (Those are areas where IBM has a pretty solid portfolio.) Oracle has already made a small acquisition in this market, spending an estimated $45m on Sunopsis in October 2006. But it still trails the business that rival IBM has acquired through its purchases of Ascential Software and DataMirror.

Of course, one of Informatica’s main selling points is that it’s a neutral party and doesn’t push other applications. That pitch has resonated with customers. Last year, Informatica posted license revenue growth of 20%. Of course, that neutrality would be gone if Oracle gobbled up Informatica. However, Ellison and the rest of the sharp-penciled M&A group at Oracle are realists at the bottom line. Financially, it may be worthwhile for them to give up several hundred of Informatica’s 3,000 customers as a way to protect a database revenue stream. 

Selected data integration deals

Acquirer Target Announced Deal value
IBM Ascential March 2005 $1.1bn
IBM DataMirror July 2007 $162m
Oracle Sunopsis Oct. 2006 $45m*

Trapeze swings to a deal

Brenon Daly

After nearly a year on the block, Trapeze Networks has been sold for about $150m, several sources have told us. An announcement is expected late next week. The buyer for the wireless LAN switch vendor isn’t immediately known – but it isn’t Juniper Networks. An OEM partner of Trapeze, Juniper also put money into Trapeze’s series D funding two years ago. One source indicated the two sides got very close to a deal last summer – at a price well north of the $150m Trapeze is expected to sell for now – but couldn’t agree on a final valuation.

We understand Trapeze looked to push the price higher, following the strong IPO of rival Aruba Networks. Aruba went public in late March 2007 at $11 per share and had doubled in price by July. At its peak, Aruba traded at a market capitalization of $1.9bn. However, Aruba has been stumbling recently, including reporting sales that were 20% lighter than Wall Street expected last quarter. The company now trades at just under a $500m market capitalization. Trapeze’s valuation also got caught in that downdraft. The rumored $150m price tag for Trapeze would value the company at roughly three times 2007 sales.

If indeed Trapeze is acquired, that would leave Meru Networks and Colubris Networks both looking for an exit. We understand that Meru, which is larger than Trapeze, is looking to hit the public markets when the IPO window opens again. In the past, we heard that Meru had talked with Foundry, although there was no indication of serious discussions. Meanwhile, Colubris would be a smaller acquisition, as it is running at about $30m in sales. Nortel Networks may be interested in Colubris. Whatever consolidation plays out in the WLAN switch market, most observers would agree that it’s overdue: It’s been more than three years since Cisco shook up the space with its $450m purchase of Airespace – a move that most expected to trigger a wave of deals. 

Rumored WLAN matchmaking

Company Rumored exit
Trapeze $150m sale to public company, to be announced next week
Meru Potential IPO, though reports of talks with Foundry
Colubris Rumors of talks with Nortel

Big Yellow’s purple elephant

Brenon Daly

Asked not too long ago to explain the slump in Symantec’s stock since acquiring Veritas three years ago, CEO John Thompson memorably called the combined company ‘a purple elephant.’ The allegorical description was a bit of a departure for the straight-laced, straight-talking ex-Big Blue executive, who went on to add that since Wall Street had never seen such a large security-storage company, it didn’t know how to value it. (Generally speaking, however, investors have known how to value it: lower. Since announcing the $13.5bn acquisition in December 2004, Symantec shares have shed about 22% of their value, compared to a 15% gain in the Nasdaq over that same time.)

The purple elephant has turned into a bit of a sacred cow, with Thompson defending the combination at every turn and forcefully knocking down any suggestion that Symantec should shed some of the Veritas assets. (Of course, Symantec already ditched Precise – an application performance management product that it inherited from Veritas – back in January.) Talk of possible divestitures surfaced last week following a research note from Cowen and Co analyst Walter Pritchard, who speculated that NetBackup and Data Center Foundation, a storage and server management product, may find their way onto the auction block. Not so, countered Thompson on Symantec’s first-quarter earnings call last Wednesday. The company has ‘no plans to divest anything – none.’ A senior corporate development guy at a company named as one of the possible buyers of the Foundation business told us recently that he hasn’t even been informally approached to gauge the company’s possible interest in Foundation, much less seen a book on the possible asset sale.

Of course, M&A is cyclical, to some degree tracking the overall economy. And we know this about dealmaking in a recession: When times get tight, ties get thin. We’ve already seen that most dramatically in the private equity world, whether it’s former buyout buddies taking each other to court or banks looking to get out of their lending agreements they’ve already signed. That same thinking (‘maybe we shouldn’t have done…’) is now hitting the C-suite. Consider the ongoing sell-a-thon at Time Warner, with the company planning to split off its cable services business, and, we speculate, finally putting AOL’s core US access business on the block. Or, there’s eBay entertaining the idea of jettisoning Skype Technologies, after writing down basically half of the $2.6bn purchase price. Or, if current reports are to be believed, Sprint Nextel may unwind the $39bn acquisition that has soured into a money-burning debacle. Although Thompson says Symantec isn’t a seller, this is clearly the climate in which companies are being pushed to reexamine their acquisitions. That could very well mean taking the knife to the purple elephant again.

Reversing deal flow

Company Assets Comment
Symantec NetBackup, Data Center Foundation, according to rumors Symantec says it’s not looking to sell.
Time Warner Cable services business, and (we speculate) AOL’s US access unit AOL has already shed ISP businesses overseas.
eBay Skype Technologies New CEO says next few quarters will determine if company keeps its overpriced acquisition.
Sprint Nextel Nextel WSJ reports this week that Sprint may unwind Nextel deal, and look to sell itself.
VeriSign Numerous units picked up in 20-company shopping spree VeriSign has already divested three businesses this year.

Wounded Bear

Brenon Daly

Given all the hardships (self-inflicted and otherwise) that have hit Bear Stearns over the past two months, we thought we found some good news for the investment bank earlier this week. Leafing through the paperwork around Borland’s sale of its CodeGear division to Embarcadero Technologies on Wednesday, we saw Bear listed as one of the advisers to CodeGear, along with boutique firm GTK Partners. (Embarcadero, owned by the sharp-penciled buyout guys at Thoma Cressey Bravo, didn’t use a banker.)

So does this mean Bear, whose rescue sale to JPMorgan is set to be voted on at the end of this month, stands to get a payday from the CodeGear engagement? Unfortunately not. Like so much happening at the bank these days, they’re in line for scraps. (For the record: Bear Stearns ranked 17th in our league tables last year, advising on nine deals collectively valued at $8bn.)

Bear Stearns had a long connection with Borland, particularly during the days of former CEO Dale Fuller, who was replaced in 2005 by current chief executive Tod Nielsen. (Bear banked Borland’s $185m acquisition of TogetherSoft and its $24m acquisition of Starbase, both in October 2002.) So it was natural for Borland to tap Bear when it decided two years ago to shed its CodeGear division as part of a step out of the developer tools business. To put it charitably, the Bear-led divestiture was fitful. A source familiar with the divestiture says the division was pulled out from under several possible acquirers, leaving the market a bit soured on the asset as the process dragged on for months.

Whatever the case, Borland pulled Bear off the deal last October and engaged boutique bank GTK Partners. (Why GTK? Managing director Ali Tabibian had previously worked with CodeGear CFO Cynthia Mignogna on the 1999 sale of Infoseek to Walt Disney. Mignogna also served as CFO there.) So GTK will be pocketing the majority of the advisory fee, with Bear getting a very small portion of that as part of a ‘tail.’ It’s just another sad event as the swan sings for Bear.

Crisis averted

Brenon Daly

After three months of nonsense, Ballmer’s folly is over. Microsoft’s CEO said over the weekend he will not pursue Yahoo, a move that shareholders applauded right from the opening bell on Monday. (Microsoft stock never traded below Friday’s close, while shares of Yahoo, which had been abandoned to trade on the company’s fundamentals, were slashed 15% in early Monday afternoon trading.) In our view, the ‘relief rally’ in Microsoft stock solidifies our view that the company was wrong-headed — both in decision and execution — to go after Yahoo.

We need only look back in Microsoft’s own M&A history to see how unlikely it was to get the kind of returns it was hoping from Yahoo. In early part of this decade, Microsoft inked a pair of deals for business software companies that was supposed to narrow the gap to the long-dominant vendors. In quick order, Microsoft shelled out a combined $2.4bn for Great Plains Software and Navision Software and set about knocking off SAP and Oracle. Executives talked about Microsoft’s division, which sold ERP and CRM software, growing into a $10bn business. That hasn’t happened – not even close. More than a half-decade later, it barely scratches out $1bn in annual sales and increasingly appears technologically and competitively irrelevant. The acquisitions did nothing to make up ground on SAP or Oracle, much less the new breed of rivals including Salesforce.com and SugarCRM. (We recently made the case that Microsoft should divest this unit, called Dynamics.)
Adding Yahoo to Microsoft’s online division would have simply repeated the mistakes of Dynamics. The protracted and messy acquisition of Yahoo would not have gotten Microsoft any closer to knocking off Google from its top spot in online search advertising. To their credit, the folks in Redmond, Wash. saw the past as prelude. And if the cautionary tale served up by Dynamics was a little too close to home, Ballmer could always pick up the phone and call Jerry Levin to ask how Time Warner’s ‘transformative’ $185bn purchase of AOL worked out. Of course, Ballmer tabling the Yahoo bid does leave one question unanswered: Which transaction destroys more shareholder value? Trying to graft a sprawling Internet property onto a media company or trying to graft a sprawling Internet property onto a software company? Even though Ballmer left the door open for a future bid for Yahoo, his shareholders have already indicated they don’t want to pay to find out the answer to that question.    

Short and sour

Date Event Yahoo stock price
Feb. 1, 2008 Microsoft unveils $31 per share unsolicited offer for Yahoo $28.38 (up 48%)
May 5, 2008 Microsoft pulls offer $24.24 in afternoon trading (down 16%)