Microsoft’s ‘paper’ trail leads to Citrix?

Shares of Citrix jumped 5% Wednesday on reheated rumors that Microsoft may be bidding for its longtime partner. Volume in Citrix shares was about 50% heavier than average. One source indicated that Microsoft would be paying $36 for each Citrix share, which is essentially where Citrix started the year.

This rumor, of course, has made the rounds before. We noted in April that although both IBM and Cisco were rumored suitors for Citrix, our top pick for the acquirer would be Microsoft. (The two companies have been close for years, with Citrix being one of just two companies with access to the Windows source code.) All that said, however, we don’t see Microsoft buying Citrix. (How would Microsoft handle the fact that XenSource, which is arguably Citrix’s most-coveted asset, is built on open source software?)

As to why the rumor resurfaced Wednesday, we might trace that back to a misread of Microsoft’s announcement the day before that it was planning to sell some $2bn of commercial paper. The thinking is that Redmond might be prepping an even larger offering. But looking at Microsoft’s current balance sheet, it could buy Citrix four times over with the cash and short-term investments it already holds.

A battlefield Exchange

As the world’s largest and richest software company, Microsoft gets a lot of targets hung on it. Companies of all sizes are drawing a bead on Microsoft, whether it’s a startup looking to undercut or outperform one product or a fellow tech giant deciding Microsoft is making too damn much money on some particular line of business and buying a competing offering. (There are a lot of those cash-rich products at Microsoft, which hums along at an astounding mid-30% operating margin overall.)

Consider who’s been targeting Microsoft Exchange Server lately. In the last year, tech heavyweights Yahoo and, most recently, Cisco have both inked multimillion-dollar deals that allow them to offer a way around Exchange. The goal: siphon off some of the more than $1bn in high-margin revenue that flows to Microsoft from its email and collaboration server product line.

The first shot was fired almost exactly a year ago, when Yahoo spent $350m for Zimbra. (As a side note, it would have been interesting to watch how Microsoft – if its planned $44.5bn purchase of Yahoo had gone through – would have killed off Zimbra. We’re guessing it would have immediately and forcefully ‘cut off the air supply,’ to borrow a time-honored strategy in Redmond.)

In a direct echo of that deal, Cisco went shopping two weeks ago and found its own Linux-based replacement for Exchange, paying $215m for PostPath. Cisco says it picked up the five-year-old company, which had pocketed about $30m in venture backing, to enhance the email and collaboration tools available in WebEx.

Whatever the motivation, we’re guessing that at least one of PostPath’s board members may be relishing the chance to stick it to Microsoft. Bob Lisbonne, who led Matrix Partners’ investment in PostPath, spent a half-decade at Netscape, including the time in which Microsoft was trying to ‘cut off the air supply’ of the browser pioneer. Not that business is ever personal, of course.

Going after Exchange

Date Acquirer Target Price
September 17, 2007 Yahoo Zimbra $350m
August 28, 2008 Cisco PostPath $215m

Source: The 451 M&A KnowledgeBase

Architects of the new Web

Since 2004, Amazon and its founder Jeff Bezos (through his personal investment fund Bezos Expeditions) have been banking big on Web services infrastructure companies. This week, Amazon.com participated in a $15m VC investment in San Francisco-based Engine Yard. Founded in 2006, Engine Yard hosts software that enables enterprises to build and manage open source Ruby on Rails applications. The investment also comes on the heels of adopting SnapLogic’s open source data integration framework into its Amazon Elastic Compute Cloud (EC2) service.

In addition, Bezos has been actively investing in the applications that run on top of its service. On Monday, Bezos Expeditions contributed to a $15m round for Social Gaming Network Inc, which distributes games on Facebook and other social networks. The fund also participated in a $15m series C for Twitter in May. That same month, Bezos made another $15m series B for Seattle-based Pelago, which sports the popular mobile social networking app Whrrl, and whose founders Jeff Holden and Darren Erik Vengroff have solid roots in Amazon.

On top of its VC spending spree, Amazon has made eight acquisitions of Web companies since 2004. This rapid expansion has landed the Internet behemoth next to Google in the Web services business. Interestingly, Bezos Expeditions also injected $12.5m in San Francisco-based Wikipedia search startup Powerset last summer, which was picked up by Microsoft two weeks ago for a reported $100m. Incidentally, Powerset is deployed by Amazon’s EC2 service. While looking for ways to catch up to its rivals on the Web, Microsoft might benefit by partnering with, or (we daresay) buying the Web infrastructure Jeff Bezos and company have been so insightful to build.

M&A cycles in France

 Our colleague Matt Aslett recently hit on an incredibly creative and entertaining series of posting on our sister blog CAOS Theory pegged to Euro 2008. He profiled the open source projects and policies in the 16 countries that took part in that soccer (errr, football) tournament. (A Brit, Aslett found himself with a fair amount of free time last month since his country didn’t qualify for the European championships.) Not only did Aslett review all the open source goings-on in the respective countries, he even had them square off against one another, as if they were on the soccer field (errr, football pitch). Eventually, he crowned France this year’s Open Source Champion.

We here at Inorganic Growth are decidedly less creative and industrious than our colleagues over at CAOS Theory. So, with that as back-drop, we try our own entry pegged to a major three-week sporting event in Europe: The Tour de France. The 2170-mile counter-clockwise trip around the country starts on Saturday in wind-swept Brittany. For the first time in 40 years, the Tour opens with a normal road stage rather than a ceremonial prologue. (It’s also the first time in about a decade that the defending champion will not be at the start, as cycling continues its lopsided fight against dopers and other cheats.)

When we punched up the numbers for French M&A in recent years, we have to say we were a bit shocked by how thin the peloton of deals has become recently. In the first half of 2008, we saw just 47 deals involving either French buyers or sellers, with total spending of just $1.2bn. That compares to 62 deals worth $7.8bn in the same period last year and 68 deals worth $18.4bn in the first half of 2006.

With that in mind, we decided not to award a yellow jersey, signifying a clear leader. Instead, we’ll got to the other end of the results and hand out an award for the ‘lanterne rouge’ – the designation for the last-place Tour de France rider. The winner of the ‘anti Yellow Jersey’: Alcatel’s $13.4bn purchase of Lucent. We put this deal, inked in April 2006, on top of the podium because the combination has destroyed more than $22bn of shareholder value in just two years. Felicitations, Alcatel-Lucent.

French deal flow

Period

Deal volume

Deal value

Jan.-June 2006

68

$18.4bn

Jan.-June 2007

62

$7.8bn

Jan.-June 2008

47

$1.2bn

 

Source: The 451 M&A KnowledgeBase

Lessons from a big Yahoo

Talk about being thrown straight into the shark tank (or more accurately a barracuda tank): John Burris has agreed to step from the board to the CEO spot at Sourcefire. The appointment comes just two weeks after Barracuda Networks made an unsolicited offer for the network security vendor. We noted that the low-ball bid of $7.50 per share from Barracuda – an aggressive company that lives up to its name – will likely set the ‘floor price’ for any sale of Sourcefire. (Since the bared-teeth bid was revealed, Sourcefire’s long-suffering shares have closed above the offer price in every trading session, finishing Wednesday at $7.92. The $0.42 difference equates to about a $10m gulf between what the market says Sourcefire is worth and what Barracuda says the company is worth.)

The fact that Sourcefire – which had been looking for a chief executive replacement since February – stayed in-house to fill the top spot makes us wonder if the company hasn’t resigned itself to a sale. Don’t forget that Sourcefire was supposed to be sold to Check Point Software Technologies more than two years ago – at a higher price than its current valuation, no less. And although we are far from experts in employment contracts, we saw nothing in Burris’ agreement that would make an acquisition of Sourcefire prohibitively expensive. Certainly nothing like the employee severance plan at Yahoo, which is effectively a poison pill.

Indeed, Burris may well look at the tenure of Yahoo’s Jerry Yang during Microsoft’s unsolicited approach to the search engine as a quick executive lesson in how not to handle M&A. On the no-no list: refusing to talk to a suitor, erecting all sorts of obstacles to consolidation and, above all, continuing to insist that you know best in creating value at a company – even when all evidence points to the contrary. “I bleed purple,” Yang said at one point, using Yahoo’s signature color to demonstrate his closeness to the company he helped found. Yang may see it that way, but Carl Icahn and other Yahoo shareholders don’t particularly care. They’re very clear that blood is red, just as money is green. We think Burris – whose connection to Sourcefire only dates back to March and who previously headed up sales at Citrix Systems – won’t suffer a similar case of color blindness.

Barracuda bares its teeth

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.