Category: M&A

Broadcom broadens into security

Mark Fontecchio

by Brenon Daly

What began last summer as a head-scratching novelty has now become a consistent strategy at chipmaker-turned-software vendor Broadcom. A year after the semiconductor giant inked the second-largest software acquisition in history, Broadcom has made a big splash in information security (infosec), paying $10.7bn for Symantec’s enterprise security business.

Although the transaction is ‘just’ an asset purchase, it nonetheless stands as the largest infosec acquisition in history, according to 451 Research’s M&A KnowledgeBase. Another way to look at it: Broadcom’s massive bet on Symantec basically equals a full year’s worth of M&A spending for the entire infosec market. (The M&A KnowledgeBase shows annual spending across the infosec sector over the past two decades has ranged widely from $2bn to $28bn, depending on blockbuster deals.)

By virtually any measure, Broadcom is paying up for Symantec’s castoff business. Divestitures, particularly those involving low- or no-growth businesses, invariably garner a discount to broad-market M&A multiples. Depending on the segment and the assets, divestitures can get done at 1-2x sales, or half the prevailing prices in outright acquisitions.

At a purchase price of more than $10bn, Broadcom is valuing the enterprise security division at 4.5x sales. (In the most-recent fiscal year, Symantec’s enterprise group posted sales of $2.4bn, a level that hasn’t really changed in three years.) That’s even slightly richer than the 4.3x that Broadcom paid in its landmark acquisition last summer of CA Technologies.

The most-significant portion of Symantec falling into the portfolio of a financially minded consolidator comes after a prolonged slump at Big Yellow, which has served – not entirely fairly – as a company caught on the wrong side of disruption. As one indicator, consider that its stock price has basically been stuck in place for the past half-decade. During that same period, other business-focused security vendors have emerged and created somewhere in the neighborhood of $100bn – or 10x the terminal value of Symantec’s enterprise business – in both the public and private markets. We’ll have a full report on this transaction for subscribers to 451 Research’s Market Insight service later today.

A rare services deal from Salesforce

Mark Fontecchio
by Scott Denne

 

Salesforce accelerates its 10-figure acquisitions, making its third such deal in 18 months. The $1.35bn purchase of ClickSoftware is notable not only because, coming just days after the close of its $15.1bn reach for Tableau, it represents an uptick in billion-dollar transactions from the CRM giant, but also because it marks a new phase its Salesforce’s M&A strategy – paying $1bn for a bolt-on acquisition.

In its five previous $1bn-plus purchases, Salesforce launched new lines of business, beginning with its entry into marketing software when it bought ExactTarget back in 2013. More recently, it got into data integration with MuleSoft ($6.6bn) and drastically reshaped its BI portfolio with Tableau. In reaching for ClickSoftware, a developer of field services management applications, Salesforce adds to its already sizeable Service Cloud offerings.

Only twice in any of its previous 57 acquisitions this decade has Salesforce added to its Service Cloud. The reason: it hasn’t needed to. Service Cloud generates about $3.6bn in revenue, making it the second-largest of Salesforce’s product groups, just behind its $4bn Sales Cloud, which it will likely catch, as the former grew 27% and the latter 13% year over year in the last quarter.

Salesforce M&A

Conversation pieces

Mark Fontecchio

by Scott Denne

As machine learning permeates the tech stack, spoken and written queries are displacing type and click, leaving companies – from enterprise software developers to consumer electronics manufacturers – to bolt natural-language interfaces onto their products. That has led to a sharp rise in acquisitions of firms developing conversational artificial intelligence (AI), a trend that’s likely to extend through this year.

Today, two such deals were announced, highlighting the range of applications for such technology. In one, Cisco’s Webex nabbed Voicea for the target’s ability to turn recorded meetings into notes and summaries. In the other, Vonage picked up Over.ai to bolster its call-center products with advanced interactive voice response. The scarcity of natural-language-processing expertise, mixed with the broad applicability of the tech, has fueled a surge of M&A.

According to 451 Research‘s M&A KnowledgeBase, 23 vendors developing chatbots or other conversational AI capabilities were acquired last year, up from 15 in 2017. So far in 2019, there have been about three such transactions per month. Based on our estimates, most of the disclosed deal values have printed below $30m, with several below $10m. Still, for conversational AI specialists, exiting sooner could be more profitable than waiting.

Although there’s widespread demand for conversational capabilities, few companies are likely to ink multiple purchases and the buyer universe will begin to dry up. And there may be a limited opportunity to build a large independent company in this market as most businesses look to their existing software providers for machine learning capabilities. In 451 Research‘s Voice of the Enterprise: AI & Machine Learning report, a plurality of organizations (38%) told us they’ll leverage machine learning by acquiring software with the technology already baked in.

Blackstone bags big exit in tightening market

Mark Fontecchio
by Scott Denne

In selling Refinitiv to London Stock Exchange (LSE) Group for $14.1bn in stock, Blackstone Group has managed the largest-ever sale of a PE-backed tech company. The deal comes amid an overall decline in PE exits, particularly among the largest assets. Although the shifting PE exit environment isn’t a dramatic swing, it’s notable given the rise in PE acquisitions in recent years.

The transaction values Refinitiv, a financial markets data provider, at $27bn when factoring in its debt. That’s nearly $4bn less than where the company was valued when Blackstone and two co-investors spun it off of Thomson Reuters last year, paying $17bn for 55% of the business. That’s not to say Blackstone is losing money on the deal – it put in $3bn of its own cash and will get more than that in LSE equity. Moreover, it won’t begin selling any of those shares for at least two years after the close, so its ultimate exit is still a ways off.

Still, in announcing such an exit, Blackstone’s an outlier. According to 451 Research’s M&A KnowledgeBase, PE firms have sold 156 tech vendors since the start of the year, approximately the same rate of exits as 2017, but 22% lower than 2018 – a record year for PE exits. The decline is more significant among larger deals. Our data shows that buyout shops have divested just nine companies (including Refinitiv) for $1bn or more this year, on pace for the fewest such exits since 2014.

The buyer it found is as remarkable as the record price it fetched in the sale of Refinitiv. LSE hasn’t spent more than $1bn on a tech purchase since 2007. And more broadly, strategic acquirers have only bought six $1bn PE portfolio companies this year. In 2018, they provided 20 of the 31 PE exits valued above $1bn.

The slowdown in exits comes as sponsors have expanded their pace of $1bn-plus acquisitions of tech companies. According to the M&A KnowledgeBase, PE firms have inked at least 25 10-figure tech transactions in each of the past three full years, whereas they would typically print 10-15 such deals in each of the years from 2010 to 2016. Blackstone, due to a lockup agreement as part of today’s announcement, will have to wait at least five years before fully exiting its position. But if current exit trends hold, many of its peers could be awaiting 10-figure exits for just as long and with far less certainty.

Big deals are no big deal for July

Mark Fontecchio

by Brenon Daly

Even a surge in big-ticket transactions in several mature segments of the tech market couldn’t boost overall July M&A totals. Spending on tech deals around the globe this month slumped to just $33bn, down about 20% from the monthly average in the first half of the year, according to 451 Research’s M&A KnowledgeBase.

This month’s decline comes despite acquirers announcing 10 separate tech transactions valued at over $1bn. That’s a notable acceleration from the first six months of 2019, when a total of just 40 billion-dollar deals were announced. Our data shows that July marks the first month to hit a double-digit number of $1bn+ acquisitions since last October.

What the big-ticket transactions gained in volume in July, they lost in overall value. On average, the M&A KnowledgeBase indicates that buyers paid just 2.5x trailing sales in the $1bn+ deals they announced in July, down from roughly 4x trailing sales in significant transactions announced since the start of 2018. The richest valuation paid in this month’s billion-dollar purchases (Cisco handing over $2.8bn, or 6.8x trailing sales, for Acacia Communications) stands as only the tenth-highest multiple of any billion-dollar deal announced so far this year.

More broadly, the relatively slow start in July puts the current Q3 on pace for the fifth consecutive quarter of flat to lower M&A spending, according to the M&A KnowledgeBase. Still, we don’t want to overstate the decline. Based on the spending through the first seven months of the year, we are on track to record some $490bn worth of tech M&A, which would rank 2019 as the third-highest annual spending level since 2002.

Unspent euros

Mark Fontecchio

by Brenon Daly

The synchronized growth that characterized the world’s economy in recent years has broken down. Individual protectionism has replaced broad cooperation. The fallout from this shift to self-serving economic and political policies, however, is being unevenly distributed around the globe, with weak countries suffering even more.

Consider the EU, a semi-unified body that has half again as many people as the US (512 million vs. 325 million) but generates less overall economic activity than the US. With its fractious membership and ever-increasing separatist sentiment, the EU finds itself fraying more right now than at any point in its half-century history. Raucous political discord complicates the EU’s efforts toward economic expansion.

The International Monetary Fund has noticed that, recently lowering its forecast for economic expansion in the EU to a mere 1.3% in 2019, just half the comparable rate of the US. As alarming as that outlook is, it is still a ‘tops down’ view from a group of technocrats. A far more informed view comes from the actual participants in the economy, the people whose livelihood depends on successfully reading and adapting to real-world business conditions.

And the view from them, as captured in a just-published Voice of the Enterprise (VotE) survey, is fairly dour. Customers in Europe aren’t spending nearly as freely as they are elsewhere. Our latest quarterly VotE survey looked at various spending plans and macroeconomic concerns from some 1,100 respondents, most based in North America.

As you might expect, almost all of them (90%) said the company they work for does business in their home region of North America. Europe emerged as the second-most-popular region, with more than four in 10 (43%) indicating their company currently rings up sales there.

However, when it came to assessing the current business climate in the various regions, respondents to our VotE survey ranked Europe in last place. Just slightly less than half of the respondents (48%) said their customers on the Continent had a ‘green light’ to spend on new products and services. That is almost 20 percentage points lower than North America, where two-thirds (66%) said their clients have a ‘green light’ to buy.

New names propel venture exits

Mark Fontecchio

by Scott Denne

As we noted in a recent report, the number of $1bn-plus venture exits has plummeted from last year’s high because so far, most of the tried-and-true startup acquirers are siting on the sidelines this year. Still, the total amount paid to acquire startups is tracking for an exceptionally high finish, and that’s coming as several companies print their largest acquisitions of venture-funded companies this year.

The most active acquirers of venture-backed startups have been largely inactive this year, leaving it to new buyers to write the largest checks. And although this year’s pace is behind last year’s record of $85.6bn, 2019 is on track for an exceptionally high $37.8bn.

The most frequent acquirers – Alibaba, Cisco Systems, Microsoft, SAP, among others – drove last year’s record sales of VC companies. According to 451 Research’s M&A KnowledgeBase, none of those buyers have paid nine figures for a startup this year. In fact, only one of the 10 most frequent buyers of VC companies over the last decade (Google) has printed a $100m-plus startup purchase in 2019.

This year’s largest deals, by contrast, have come from acquirers that are spending more on startups than they ever have before.

In the year’s largest exit, Uber, just ahead of its IPO, printed its first-ever 10-figure deal, paying $3.1bn for Careem, a Middle Eastern ride-share company.

Carbonite and Fortive both printed their first $500m-plus startup acquisitions.

F5 Networks did the same when it bought NGINX, its first acquisition of any kind in five years.

Palo Alto Networks has scaled up its deal-making in recent years, crossing the $500m mark for the first time with its purchase of Demisto.

Of all the organizations to pay $500m or more for a VC portfolio company this year, only Google had done so in a previous year, according to the M&A KnowledgeBase. Alphabet, Google’s parent company, is no stranger to acquiring startups – our data show it has acquired more (104) than any other buyers since the start of the decade. But its $2.6bn Looker acquisition was different than the deals it’s done previously. It’s the company’s first $1bn-plus startup purchase since 2014, and the first time it’s ever paid such an amount for an enterprise software business (venture-backed or otherwise).

Europe’s increasingly global M&A ambitions

Mark Fontecchio

by Brenon Daly

As economic growth slows across Western Europe, tech acquirers there are increasingly looking to do deals outside their home market. The 451 Research M&A KnowledgeBase indicates 2019 is on pace for fewest number of ‘local’ deals (with both Western European acquirers and targets) in a half-decade. Based on our data, this year will see one-third fewer Continental transactions than any of the previous three years.

The slump in shopping comes as Western Europe weathers a broad slowdown that the International Monetary Fund recently said would rank the region as the slowest-growing of all the major economic regions around the globe this year. The IMF forecast that European economic activity would increase a scant 1.3% in 2019, half the comparable rate of the US.

We have noted how that has cut the overall tech M&A activity by acquirers based in the once-bustling markets of the UK, Germany and elsewhere. Collectively, Western Europe is the second-biggest regional buyer of tech companies in the world, accounting for roughly one of every four tech acquisitions announced globally each year, according to our data.

What’s more, the decline comes through sharpest in those deals that are closest. Western European acquirers have picked up fellow Western European targets in just 29% of the tech deals they’ve announced so far this year, our M&A KnowledgeBase indicates. That’s down from the five-year average of 32%.

Granted, the shift in shopping locations isn’t huge, but it is significant. Decisions on where to buy can swing hundreds of millions of dollars into and out of a local tech scene. Further, there’s a rather ominous implication about the politically fractured and economically sluggish Western Europe.

If we make the economically rational assumption that M&A dollars get spent where they can generate the highest return, then Western European tech acquirers don’t appear to be finding anything too attractive around home. On both an absolute and relative basis, they are shopping locally less often right now than at any point in the past half-decade. Instead, the M&A strategy for Western European acquirers is taking them more and more on the road.

Venture exits abound but shrink

Mark Fontecchio

by Scott Denne

Although unlikely to match last year’s record haul in dollar terms, the liquidity in this year’s VC exit market is more evenly distributed. Through the first half of 2019, more venture-backed companies are on pace to exit than in any year since 2016, shaking off a years-long decline in exit volume. At the same time, blockbuster deals are trending down as many of the venture community’s most reliable buyers have stayed out of the market and some of the most promising vendors opt for public listings.

According to 451 Research’s M&A KnowledgeBase, 359 venture-funded companies were acquired through the first half of 2019, a pace that’s up 15% from last year, which was the lightest year for venture exits, by volume, since 2010. So far, sales of VC-backed tech vendors fetched just $18.9bn, compared with $85.6bn in all of 2019. Although exits are set to pull in less than last year, sales of companies from venture portfolios, if the current pace holds, would generate more than all but two years in the current decade.

Even as more deals print, the typical value of those transactions holds steady from last year’s level. The median deal value of a 2019 venture exit (via M&A) stands at $100m through the first half of the year, slightly down from where it finished last year, and far higher than all other years this decade. It’s a decline in big-ticket acquisitions that’s weighing on this year’s total deal value. So far, only two venture-backed vendors have sold for more than $1bn, compared with 13 in all of last year. Put another way, if past is precedent and 2019 ends with a total of four $1bn VC company sales, there will have been as many $1bn-plus exits in 2019 as there were $5bn-plus exits a year earlier.

Still, it’s not likely that acquirers have lost interest in inking substantial purchases of VC-backed targets. After all, the rise in the stock market through this year has bolstered valuations of many would-be buyers and should make them more willing to do big prints. Instead, venture-backed startups have more exit options and are getting more expensive. The multiple Google paid in its $2.6bn pickup of Looker speaks to that (subscribers of the M&A KnowledgeBase can see that multiple here). Instead of selling, many of the most attractive targets are eyeing the public markets, where, as we discussed in a recent report, many new issuers are fetching multiples north of 40x trailing revenue.

No hard turns for application software market

Mark Fontecchio

by Scott Denne

Both strategic acquirers and sponsors have increased their purchases of application software vendors as the market for those targets accelerates beyond last year’s record. As those buyers stayed active, the largest deals grew larger and multiples continued to climb. Rising valuations for growth companies in the public markets – both new offeringsand already-public businesses – have pushed up pricing for software targets and could help propel deal sizes through the rest of the year.

According to 451 Research’s M&A KnowledgeBase, 632 application software providers have been acquired for a combined value of $59.2bn, on pace to top last year’s record haul in both value and volume. In our analysis of last year’s activity (published as part of 451 Research’s Tech M&A Outlook 2019), we noted that 2018 marked the first year that acquisitions of application software vendors crossed 1,100 as both strategic buyers and private equity firms accelerated their purchases.

The same trend has driven this year’s market as well. Both categories of acquirers are up from last year’s pace. Yet the number of big-ticket transactions is down a bit. While 29 application software providers sold for $1bn or more in 2018, only nine have done so this year. But those that have crossed the 10-figure mark have done so in a big way. Since the bursting of the dot-com bubble, only four such targets have sold for more than $10bn and two of them (Tableau Software and Ultimate Software) did so this year.

To be clear, the relative decline in the number of big-ticket acquisitions hasn’t pulled down the total deal value. If the current pace of deal value were to hold through the end of the year, it would finish more than one-quarter higher than last year, which smashed the previous record by nearly 50%. Put another way, at the midpoint of 2019, the total value of application software transactions is higher than all but two full years, our data shows.

Although fewer software vendors have sold for north of $1bn, those that have are fetching higher prices. According to the M&A KnowledgeBase, the median multiple for those deals this year stands at 8.1x trailing revenue, nearly a full turn above last year’s total. That rise comes amid a 22% year-to-date increase in the Nasdaq index and a welcoming environment for new tech listings, including software companies like Slack and Zoom Video, which commanded 62x and 41x multiples at the midpoint of the year, following their recent public market debuts. Such a compelling alternative exit could continue to boost acquisition prices.