j2 Global anxious for growth

Contact: Ben Kolada

Cloud communications vendor j2 Global has acquired 85-year-old media firm Ziff Davis Media for $167m, undoubtedly the biggest strategic stretch of the 40 acquisitions it has done. The announcement comes just two months after j2 was rejected in its attempt to buy online backup firm Carbonite. The rapid-fire M&A attempts, and the oddball pairing with Ziff Davis, give the impression that j2 will eagerly spend its cash to buy top-line growth.

Founded in 1927, Ziff Davis is a technology media firm, operating the websites PCMag.com, Geek.com, ExtremeTech.com, ComputerShopper.com and Toolbox.com (the latter two sites were acquired this year). It has been sliced and diced throughout its lifetime. According to The 451 M&A KnowledgeBase, in just the past three years Ziff Davis has done five divestitures.

Although j2 didn’t provide a clear rationale for the deal, it notes that the company has years of experience in digital media and online marketing and that this acquisition would expand that experience. It claims that its experience in this market comes from its own spending on advertising, as well as from its email marketing product, Campaigner, which j2 obtained only in December 2010 as part of its Protus IP Solutions purchase.

Reading deeper into the announcement, however, the primary rationale for this transaction seems simply to add to j2’s top line. With this acquisition, j2 expects its total revenue this year to exceed the top of its previously guided $345-365m range. Ziff Davis is expected to contribute $60m in revenue next year.

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Priceline gets KAYAK for a good price

Contact: Ben Kolada, Brenon Daly

For a price comparison website, KAYAK.com appears to be settling for a relatively low price in its purchase by online travel giant Priceline.com. At first glance, Priceline’s offer for KAYAK appears respectable. The $40-per-share bid is the highest KAYAK’s shares have seen in its short life on the Nasdaq. Using an enterprise value of $1.65bn, KAYAK is being valued at 5.8 times trailing revenue and about 5.6x full-year 2012 revenue.

But as we look closer, we see that KAYAK is being valued only slightly higher than Priceline’s current trading valuation, and that’s excluding any takeout premium for the acquirer. With an enterprise value of roughly $28bn, Priceline trades at about 5.5x trailing revenue and 5.3x 2012 revenue. (Priceline shares, which have tacked on roughly 15% so far this year, were unchanged on the news of its largest-ever acquisition.)

Valuation – especially for the acquirer – is a key concern in this transaction because unlike most tech deals, Priceline is covering almost three-quarters of the cost of its purchase with equity. Under terms, Priceline will hand over $1.3bn in stock and $500m in cash for KAYAK. As mentioned, paying with paper is relatively rare these days, because cash is king when it comes to M&A. In fact, according to The 451 M&A KnowledgeBase, Priceline’s acquisition of KAYAK is one of only 12 deals done by US public acquirers so far this year where stock has accounted for more than half the total consideration.

Despite faster growth, KAYAK’s valuation is only slightly above Priceline’s

Company EV EV/2012 projected revenue 2012/2011 revenue growth
Priceline $28.03bn* 5.3 21%
KAYAK $1.65bn 5.6 31%

Source: The 451 M&A KnowledgeBase, 451 Research estimates. *Calculated as of 11/8/12.

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Is Backflip next for Nexon?

Contact: Ben Kolada

If the rumors are true, Japanese gaming giant Nexon will have spent nearly $1bn on gaming acquisitions in just one month. We’re hearing the company has acquired three-year-old gaming startup Backflip Studios for about $385m, and that’s not including a significant earnout. That would be on top of the $470m it dropped on fellow Japanese gaming company gloops at the start of the month.

Rumors of Nexon acquiring Backflip Studios first started circulating in September. We were recently told that Nexon is shelling out $385m, excluding a significant earnout, for Backflip. The Boulder, Colorado-based startup had grown considerably on its own. Published reports claim its revenue grew 200% in 2011, with 350% growth projected for this year. According to our sources, Backflip is set to generate roughly $40m in EBITDA this year.

The sale – provided it comes – would give a rather rich return to the entrepreneurs running Backflip, which has taken very little funding. In a lone SEC filing, Backflip disclosed it had secured just $140,000 in equity financing, but did not state who its investors were. Nexon may well provide more detail about the rumored transaction on or before its next earnings call, scheduled for November 8.

Microsoft marketing tries to take flight with MarketingPilot

Contact: Ben Kolada

Microsoft’s nascent marketing business got a small boost on Wednesday when the company announced the acquisition of marketing automation veteran MarketingPilot Software for an undisclosed sum. Although we’ve been expecting Microsoft to make a marketing buy to add to its CRM business, we anticipated something more significant.

Few details were provided on the rationale for the deal, other than it seems that MarketingPilot will be slotted into Microsoft’s Dynamics CRM business. We think that Microsoft could be proactively adding traditional marketing automation to its CRM suite to better compete with salesforce.com’s feature set, which is strong in social marketing but weak in lead generation.

The transaction is an interesting competitive move, since most of Microsoft’s CRM rivals have focused on social media marketing M&A. However, buying a dated and presumably small company likely won’t considerably alter the competitive landscape for marketing software.

No terms were released on the acquisition, but given MarketingPilot’s size and age, and the language used in the press release (PR), we doubt that the price was substantial. MarketingPilot was founded in 2001 and has 30 employees (who have all joined Microsoft). Further, pure-SaaS companies are receiving the highest valuations nowadays, but in the PR announcing the deal, Microsoft notes that MarketingPilot’s software is available both in the cloud and on-premises.

The transaction is only Microsoft’s second inorganic foray into marketing and advertising software, after its 2008 purchase of Navic Networks for a price reportedly in the range of $200-300m.

Separately, Microsoft will report fiscal year 2013 first-quarter earnings after the closing bell today. Analysts are expecting the company to report revenue of $16.4bn (a nearly 6% drop from the year-ago quarter).

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Buying your loyalty

Contact: Ben Kolada

Gannett Co announced on Thursday the acquisition of Mobestream Media, maker of the Key Ring customer loyalty application. The deal is one of only a handful of mobile rewards and loyalty purchases announced so far, but as the market matures, we expect that many startups will be acquired and tucked into larger digital marketing vendors’ portfolios.

Like its pickup of social media marketing startup BLiNQ Media last month, Gannett bought Mobestream to build out its digital marketing portfolio. Mobestream’s Key Ring app allows smartphone users to store and receive merchant loyalty card information and digital coupons. The company’s retail customers also use its platform for marketing campaigns. So far, more than five million users have downloaded the app. Horizon Partners advised Mobestream on its sale (this is Horizon’s fifth M&A deal this year, but won’t be its last).

Because the mobile loyalty sector is still so young, there have only been a few acquisitions. However, there are more than a dozen startups operating in this sector, and purchases by Gannett and Constant Contact suggest that their products are better suited as part of a larger digital marketing portfolio.

As the mobile loyalty market matures, the leading startups will likely become acquisition targets for larger tech marketing vendors and publishers such as Google, Vocus, Teradata and Advance Publications. Several startups have already secured funding to propel their growth. In May, RewardLoop announced a $1m series A round, Beintoo took $5m in its A round and Belly secured $10m in its series B. Kiip followed in July with an $11m B round.

Select mobile loyalty M&A

Date announced Acquirer Target
September 7, 2012 MasterCard Truaxis
September 6, 2012 Gannett Co Mobestream Media [dba Key Ring]
January 19, 2012 Constant Contact CardStar
December 8, 2011 Plum District Chatterfly
July 8, 2011 Google Punchd Labs
November 9, 2010 Angoss Software Hitgroup.ca (mobile solutions assets)

Source: The 451 M&A KnowledgeBase

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As shares of salesforce.com continue to grow, could its M&A follow suit?

Contact: Ben Kolada

Salesforce.com continues to satisfy investors, even after paying up for its largest-ever acquisition. Shareholders barely blinked after the company forked over $689m for Buddy Media – the highest-valued acquisition in the social media marketing segment. As long as its shares continue to appreciate, salesforce.com has received a vote of confidence to continue to announce large deals.

The company reports its fiscal third-quarter earnings after the close of business today. Equity analysts on average are expecting the company to report about $738m in revenue for its fiscal Q3, above the company’s previously reported guidance, which was already above analysts’ estimates. CRM shares have already appreciated 46% since the beginning of the year, and analysts are predicting a median price target for each salesforce.com share of $170.

As long as it keeps growing the value of its shares, investors may not mind the company doing more – and larger – acquisitions. We’d also note that they apparently don’t mind salesforce.com covering those deals with its own stock – one-third of Buddy Media’s total purchase price was covered with its own equity. The Buddy Media buy is also only the third time that salesforce.com has covered a portion of a transaction with its own equity.

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Increasing interest in Internet M&A, as Getty Images sells for $3.3bn

Contact: Ben Kolada

In another sign of growing interest in the digital media sector, and in Internet companies in particular, Getty Images has announced that its management and The Carlyle Group are acquiring the company from Hellman & Friedman for $3.3bn. The consortium is paying nearly 40% more for the company than H&F did just four years ago when it took Getty private in a $2.4bn deal. The deal is the largest Internet content and commerce acquisition since Silver Lake Partners and Warburg Pincus announced in May 2010 that they were taking Interactive Data Corp private for $3.4bn.

With the exception of a dip in 2003, M&A volume in the broad Internet content and commerce category has risen every year since we began tracking tech acquisitions in 2002. Unlike the greater tech sector, Internet deal volume was even resilient during the recent recession. According to The 451 M&A KnowledgeBase, while overall yearly tech M&A volume dropped 25% from its high of 4,032 transactions announced in 2006 to 3,020 in 2008, Internet M&A volume rose 10.5% over the same period.

Both older Internet properties and hot upstarts are attracting interest. The advent of social media has enabled today’s Internet startups to rapidly market their products to millions of consumers through powerful word of mouth marketing. Meanwhile, older Internet vendors that survived the tech industry’s nuclear winter a decade ago have now matured, and many are seeking liquidity.

Also driving M&A activity is the rise of serial Internet acquirers such as Google, which has picked up 31 Internet firms. And we’re seeing a resurgence of Internet consolidation shops, such as Rebellion Media and MITRE.

Internet content and commerce annual deal volume

Year Deal volume % change
2012 YTD 441 N/A
2011 787 26%
2010 625 9%
2009 572 13%
2008 504 4%
2007 485 6%
2006 456 53%
2005 298 62%
2004 184 8%
2003 170 -36%
2002 265 N/A

Source: The 451 M&A KnowledgeBase

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Rebellion Media set on consolidating digital media

Contact: Ben Kolada

Rebellion Media was founded just earlier this year, but has already announced enough acquisitions to make itself appear like a veteran player in the digital media sector. From its first acquisition announcement, Sortable.com, announced July 11, the company has been printing a deal a week. In fact, Rebellion is buying companies at such a breakneck pace that official announcements are playing catch-up to Rebellion’s corporate website, which already lists all of the brands it has acquired so far.

Waterloo, Canada-based Rebellion Media isn’t hiding its intentions, saying on its website that it will continue to be ‘aggressive’ in M&A. The startup has so far announced acquisitions of content, mobile and Web development and e-commerce-related vendors. Targets so far have been located in its home country, Canada, but future deals are likely throughout North America and beyond.

The company primarily targets content and reference Internet properties in the health and wellness, technology, entertainment and sports verticals. But it isn’t restricting itself to this group. Rebellion recently announced the purchase of Jingu Apps, an LBS-based mobile instant messaging and friend-finding service. The company has reinforced its acquired assets with its traffic and monetization platform called TRACE, which stands for ‘Traffic, Revenue and Content Engine.’

Rebellion isn’t yet working with bankers, instead preferring to use M&A knowhow that its executives garnered from their prior experiences. CEO Ted Hastings was previously president of digital media rollup shop Cyberplex. As for funding, the company has taken an undisclosed amount of financing from American Capital. Although we weren’t given specific guidance on who or where Rebellion might acquire next, future transactions could be in the SEM/SEO and e-commerce sectors.

Rebellion Media’s announced M&A

Date announced Target Target summary
July 31, 2012 Universal Properties Owns domain names for purposes of Web development and search engine optimization.
July 24, 2012 Jingu Apps LBS mobile instant messaging application that enables BlackBerry and iOS users to connect with nearby users of WhatsApp, Hookt, LiveProfile, Touch and Kik mobile social networks and communities.
July 17, 2012 Scott Hastings (10 sports websites) Group of combat sports news and reference content websites, including www.fighters.com, www.fightline.com, www.mmatraining.com and www.mmaconvvert.com.
July 11, 2012 Sortable.com Provides online electronics buying advice and reference content that allows consumers to compare and rate products.

Source: The 451 M&A KnowledgeBase

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Eloqua hits right message at right time

Contact: Brenon Daly

The key to marketing is the right message at the right time. And in that regard, marketing automation vendor Eloqua hit both points squarely as it came public on Thursday. The company priced its shares at the high end of its expected range ($11.50 each) and then registered a mid-teen percentage gain in the aftermarket. The IPO created some $420m in market value.

Eloqua’s pitch is fairly simple: Its subscription-based platform makes the sales process for its roughly 1,100 customers more efficient. As corporate budgets continue to flow to marketing, Eloqua has actually been able to accelerate its growth rate as its revenue has increased.

The company was putting up revenue growth in the 30% range in late 2010, but has bumped that up to the 40% range over the past year. (It finished 2011 with sales of $71m, putting it on track for about $100m in sales this year. Assuming it does hit that level, it would represent a doubling of revenue since 2010.)

Wall Street, of course, pays for growth, so Eloqua is delivering the right message on the top line. Further, the revenue is coming in a relatively predictable manner: Eloqua sells only through subscriptions, which is a lot smoother than the traditional big-or-bust license model. Subscriptions account for roughly 90% of total revenue at Eloqua, with another coming 10% from professional services.

The timing of the offering, which has been on file for almost a year, also fits fairly well in the broader market right now. While consumer Internet offerings continue to get roughed up, investors have been supportive of enterprise-focused companies. Eloqua sells primarily to the B2B market, with enterprise customers accounting for about 60% of total revenue, and the remaining 40% coming from SMB customers. Add all that together, and it’s a solid start for Eloqua in its debut.

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Google’s admission of failure?

Contact: Ben Kolada

Google has finally found a way to monetize Facebook’s platform. After failing to acquire Facebook when it had the chance several years ago, and now with its own attempts at social networking a bit spotty, official word came on Tuesday that Google is acquiring social marketing startup Wildfire Interactive. Google is reportedly paying $250m for Wildfire, a respectable price tag that likely values the target at 7-10x revenue.

Google’s own ‘Insights for Search’ search analysis engine shows interest in Orkut, its attempt at a social network that found most of its popularity outside the US, and its Google+ social network trending downward over the past 12 months. Meanwhile, interest in Facebook has remained remarkably high.

In acquiring Wildfire, Google is recognizing its social shortcomings, and not a moment too soon. There has been rapid consolidation of social marketing startups in just the past three months.

Sector stalwarts Vitrue and Buddy Media have already been acquired by Oracle and salesforce.com, respectively, leaving only a few hot startups left. Beyond Wildfire, we’d point to GraphEffect, Hearsay Social, Syncapse and Lithium Technologies as the next to go. And there will likely be bidding competition for these firms. Large CRM vendors SAP and Microsoft could make a play here, as well as Teradata, which could buy into social to build on top of its recent purchases of marketing specialists Aprimo and eCircle.

Recent select M&A in social marketing

Date announced Acquirer Target Deal value
July 31, 2012 Google Wildfire Interactive Not disclosed
July 10, 2012 Oracle Involver Not disclosed
June 4, 2012 salesforce.com Buddy Media $689m
May 23, 2012 Oracle Vitrue $325m*
April 18, 2012 Marketo Crowd Factory Not disclosed

Source: The 451 M&A KnowledgeBase *451 Research estimate

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