Cornerstone’s acquisition strategy ‘Evolvs’

Contact: Scott Denne

Cornerstone OnDemand often promotes its lack of acquisitions as a competitive advantage but now, like its SaaS brethren, it’s showing an increasing appetite for M&A. Today the company inked its second deal with the $42.5m purchase of Evolv.

In fairness to Cornerstone, this deal doesn’t really dent its ‘organic’ messaging – Evolv provides HR analytics tech that will likely be woven throughout Cornerstone’s talent management offerings, rather than bolted on as an additional product. Even so, it’s indicative of a larger trend that a SaaS company that has, until recently, shunned M&A (calling its acquisition-prone competitors ‘Frankensteins’) is now an acquirer.

According to The 451 M&A KnowledgeBase, SaaS vendors have spent $1.54bn so far this year to buy 205 businesses, compared with 175 in all of last year. A single deal – salesforce.com’s $2.5bn reach for ExactTarget – skews last year’s total value of such transactions up to $3.09bn. Backing out that outlier, SaaS companies have already spent twice the money on dealmaking this year than the previous two years combined.

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Concur is just the latest of SAP’s pricey plays in the cloud

Contact: Brenon Daly

Announcing the largest SaaS acquisition in history, SAP will pay $8.3bn for travel and expense management software provider Concur Technologies. The purchase comes as the German giant is on the hook for doubling its cloud revenue in 2015 – a corporate target that has driven SAP’s recent M&A.

In its 42-year history, SAP has announced seven acquisitions valued at $1bn or more, according to The 451 M&A KnowledgeBase . However, the five most recent deals have all been pickups of subscription-based software vendors. (SAP’s two consolidation plays for firms hawking software licenses came in 2007 and 2010, with Business Objects and Sybase, respectively.) The purchase of Concur is the Germany company’s largest acquisition, and the fifth-largest transaction in the software market overall.

More significantly, SAP is paying up as it tries to move to the cloud. Including the Concur buy, SAP has handed out a lavish multiple, on average, of 11x trailing revenue to its SaaS targets. (Obviously, revenue doesn’t fully reflect the economic value of multiyear contracts common at SaaS firms. But even on a more liberal measure of business activity such as bookings, SAP has paid double-digit multiples in its subscription-based acquisitions.)

The SaaS premium stands out even more when compared with the valuations SAP has paid for conventional license-based vendors. The purchases of both Business Objects and Sybase went off at slightly less than 5x trailing revenue, or half the average SaaS valuation. Further, SAP itself trades at less than half the valuation it has paid for its SaaS acquisitions.

SAP acquisitions, $1bn+

Date announced Target Software delivery model Deal value Price/revenue multiple
September 18, 2014 Concur Technologies Subscription $8.3bn 12.4
October 7, 2007 Business Objects License $6.8bn 4.7
May 12, 2010 Sybase License $6.1bn 4.8
May 22, 2012 Ariba Subscription $4.5bn 8.6
December 3, 2011 SuccessFactors Subscription $3.6bn 11.7
June 5, 2013 hybris Subscription $1.3bn 10.7*
March 26, 2014 Fieldglass Subscription $1bn* 11.8*

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

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Its IPO stuck, Box is no longer the upstart startup

Contact: Brenon Daly

This year’s Burning Man and BoxWorks have more in common than just a spot on the calendar. The two festivals have grown far beyond the original events, both in terms of scope and attendees. In fact, both the bacchanal in the desert and the Box user conference, in their own ways, have grown so much from their anti-establishment roots that they’ve now become part of the establishment. The onetime fringe events have gone mainstream.

While the Burners debate whether the festival ‘sold out’ its founding principles, the Boxers have posed a similarly existential question: What are we now?

Throughout its three-day conference for developers and customers, which wrapped Thursday, Box took great pains to show how much it has grown up in its nine years in business. For the first time ever, BoxWorks was held at an actual convention center (the same location Oracle will use later this month for its user conference and salesforce.com will use next month). And more than ever before, Box populated its panels and presentations at the event with big company representatives, consciously underscoring just how far it has come since its fabled ‘pivot’ away from the consumer business.

But the clearest indication of the change at Box came from the very top of the company. CEO Aaron Levie, who normally freewheels through speeches, sounded much more measured. The 20-something-year-old CEO dialed down his snark and couched some remarks in language that read like it came from an SEC filing. (Maybe filing an S-1 does that to a chief executive?)

As an example of this new business-like attitude, consider the shift in Box’s relationship with onetime nemesis Microsoft. At previous BoxWorks, Levie thrived by bashing Microsoft, positioning the company as a lumbering dinosaur that had been outflanked by the nimble startup, Box. And yet, one of the key features for Box that Levie played up during his keynote was the fact that Box now partially integrates into Office 365. (For the record: It’s in beta, and comes more than three years after Microsoft launched Office 365 and Levie blogged that Box ‘would love’ to connect with the offering.)

With Box likely to put up about $200m in sales this year, it’s clearly no longer a startup. But what was made equally clear at BoxWorks this year is that the company is no longer an upstart, either. It’s turning into another enterprise software vendor, whether it likes it or not.

In our opinion, it is that realization that makes it more likely that Box will be sold or, at the least, be a more willing seller. In the consolidated, mature market of enterprise software – where a company like Microsoft puts up more revenue each day than Box does in a year – scale is an advantage. Despite all of its marketing spending and a more grownup user conference, Box still doesn’t have scale, and can likely only obtain that by getting acquired. So which company is likely to pick up Box? Hewlett-Packard is our top pick, followed by Cisco.

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Intralinks tracks down docTrackr

Contact: Brenon Daly

After opening up its M&A account last April with an opportunistic acquisition, Intralinks has followed that up with the somewhat more strategic $10m purchase of docTrackr. The purchase of the three-year-old digital rights management startup is significant because it shows Intralinks playing both offense and defense with M&A. Neither side used an advisor.

On the defense side, the deal ‘boxes out’ Box. The high-profile file-sharing company – which is likely to go public in the next few weeks and be valued in the billions of dollars – had licensed docTrackr for at least two years. As my colleague Alan Pelz-Sharpe notes in our report , there might not be much impact to Box’s business with docTrackr off the table, but Intralinks will mint some PR around the move, nonetheless.

In terms of building its business, docTrackr will slot into Intralinks’ enterprise business. That division, which generates nearly half the company’s overall revenue, is forecast to be the main growth engine at the company in the coming years. But for now, the enterprise division is basically flat. (All of Intralinks’ growth in 2013 – a year in which it increased total revenue 8% to $234m – came from its M&A-related business.)

Longer term, Intralinks has indicated it expects to grow its enterprise business 25-30% per year. That seems ambitious for a company that has seen sales there flat-line for two straight years. (Some of that performance is simply a function of accounting, with revenue lagging the actual subscriptions that Intralinks sells.) But even adjusting for that and looking at billings, the growth rate for Intralinks’ enterprise business has lagged that of rival collaboration vendors. The addition of DRM technology from docTrackr into the company’s platform hits a key point for customers, particularly those in the regulated industries that Intralinks has targeted.

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IBM finds a bargain in Silverpop purchase

Contact: Brenon Daly

Fittingly enough for an acquisition to bolster its Smarter Commerce portfolio, IBM appears to have smartly picked up a bargain in its purchase of marketing automation (MA) vendor Silverpop. Big Blue didn’t release terms of the deal, but reports put the transaction value at roughly $250m-300m. Assuming that’s roughly accurate, it would value Silverpop at only about half the valuation that other significant MA providers have received in recent exits.

According to our understanding, Silverpop put up about $80m in sales last year. However, several industry sources have indicated that the Atlanta-based startup was only growing at about 10-15%. Other similar-sized MA firms are vastly outstripping that rate. For instance, Marketo boosted its top line almost 70% in 2013, and we estimate that HubSpot was right in that neighborhood, too. More broadly, a recent report from 451 Research’s MarketMonitor service forecasted 22% CAGR for the overall MA industry over the next four years.

Silverpop’s sluggish growth would appear to have put pressure on its valuation, with IBM paying 3-4x trailing sales for the company. Meanwhile, rivals such as Oracle, Adobe and salesforce.com have paid multiples ranging from roughly 6-10x trailing sales. Overall, the shopping spree has topped $7bn in spending for MA vendors.

Select marketing automation deals

Date announced Acquirer Target Price to sales ratio Deal value
December 20, 2013 Oracle Responsys 7.7x $1.6bn
June 27, 2013 Adobe Systems Neolane 8.6x* $600m
June 4, 2013 salesforce.com ExactTarget 7.6x $2.5bn
December 20, 2012 Oracle Eloqua 9.7x $956m
April 27, 2012 Intuit Demandforce 11.4x* $423.5m
December 22, 2010 Teradata Aprimo 6.3x $525m
August 13, 2010 IBM Unica 4.4x $523m

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

Trust-busters push BazaarVoice to unplug PowerReviews

Contact: Brenon Daly

As industry consolidation goes, Bazaarvoice’s mid-2012 purchase of rival PowerReviews was definitely a small-scale move. The deal only added a little more than $10m – or a boost of about 10% – to the top line at Bazaarvoice, a consumer reviews site that had just gone public at the start of 2012. And while the two startups regularly beat up on each other, they were arguably facing much more formidable competition from rating-and-review offerings that were often baked into the websites of many of the largest and most-active online retailers.

In other words, there was little to suggest that the proposed $152m cash-and-equity transaction would even register any antitrust attention, much less any trustbusting. And yet, on Tuesday afternoon, Bazaarvoice bowed under the pressure of a lawsuit brought a year ago by the US Department of Justice and essentially unwound that acquisition. Bazaarvoice plans to divest PowerReviews to small Chicago-based vendor Viewpoints Network.

Viewpoints has raised just $5m in funding since its founding in 2006 and told us that it won’t need to raise more to cover the purchase of PowerReviews. That suggests Bazaarvoice is recouping only a fraction of the $152m that it paid for PowerReviews two years ago. Viewpoints currently has 20 employees and, post-acquisition, will have about three times that number. Further, it will substantially boost its revenue when it buys PowerReviews, which we estimate is running at about $10m in revenue.

Of course, that assumes the planned acquisition goes through. (Expectations are that the deal will close before the end of July.) At this point, only a letter of intent has been signed between the parties. It still needs to be finalized, and then regulators have to approve the latest purchase of PowerReviews. As we have seen, regulatory clearance is not always a given.

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Citrix takes a breather from M&A

Contact: Ben Kolada

After setting an M&A spending record in 2012, Citrix has stayed on the sidelines. The company announced six acquisitions that year, including two of its three largest deals, and spent more than $750m, the most in its history. It has been pretty quiet since then, announcing only two acquisitions in 2013 for a combined total of just $11m.

The cooldown contrasts the trend we’re seeing among the other large tech vendors, most of which have moved toward fewer and larger acquisitions. (Our recent Tech M&A Outlook webinar talks more about this trend.) Citrix participated in this activity in 2012, when it announced its all-cash acquisitions of Bytemobile for $435m and Zenprise for $327m. What’s especially noteworthy is that those two deals combined were worth more than the free cash flow Citrix generated in all of 2012 (though we note that the Zenprise buy closed in January 2013).

However, poor financial results have derailed Citrix’s dealmaking machine since then. In the 15 months since announcing the Zenprise purchase, Citrix’s quarterly results have been rocky – it has lowered guidance or posted results below analysts’ expectations a half-dozen times.

Its recently released 10-K shows that Citrix paid $5.3m for Byte Squared in September and $5.5m for Skytide in December, its only two deals of 2013. At $28.2m, the lone purchase Citrix has announced so far this year, Framehawk, already surpasses its 2013 total M&A spending, but still falls below its three-year median acquisition size of $45m, according to The 451 M&A KnowledgeBase.

Citrix’s recent acquisitions

Year announced* Target Target abstract Deal value
2014 Framehawk Application mobilization software provider $28.2m
2013 Skytide CDN and streaming video analytics $5.5m
2013 Byte Squared Mobile file-editing software $5.3m
2012 Zenprise Mobile device management software $327m
2012 Beetil Service Management Helpdesk management SaaS Not disclosed
2012 Bytemobile Mobile traffic management software $435m
2012 Virtual Computer Desktop virtualization software provider Not disclosed
2012 Apere Single-sign-on security vendor $25.2m
2012 Podio Team collaboration SaaS provider $45.3m

Source: The 451 M&A KnowledgeBase *In 2012, Citrix also acquired two unnamed companies

 

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In constant transition, Fiberlink sells to IBM

Contact: Ben Kolada Scott Denne

Fiberlink Communications has been constantly evolving since its launch more than two decades ago. The company found its sweet spot in fast-growing, cloud-based mobile device management software, which has led to its sale to IBM.

Founded in 1991, Fiberlink spent most of its life building a VPN services business that it hoped would eventually hit $100m in sales, but its top line began to shrink as customers viewed those services as commodity. About six years ago, it began offering additional services for IT administrators to monitor and control mobile usage, eventually pivoting the company into the cloud-based enterprise mobile management business it has today.

According to sources, the pivot paid off handsomely – revenue for the cloud product, which launched in 2011, grew to account for about 40% of the $50m in sales the company generated last year. Fiberlink raised at least $84m in venture funding. Deutsche Bank Securities advised Fiberlink on its lengthy sale process (we first heard the company was for sale a year ago).

For IBM, the deal is the latest in a string of mobile acquisitions panning sectors from application development to fraud prevention. The purchase of Fiberlink gives Big Blue a SaaS-based service to complement its on-premises BigFix endpoint management software and a single offering for managing mobile devices and applications.

IBM’s most recent mobile deals

Date announced Target Sector
November 13, 2013 Fiberlink Communications Mobile device management
October 3, 2013 Xtify Mobile messaging
October 1, 2013 The Now Factory Mobile device analytics
August 15, 2013 Trusteer Anti-fraud
April 22, 2013 UrbanCode Software development tools

Source: The 451 M&A KnowledgeBase

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In one acquisition, out the other

Contact: Ben Kolada

The acquisition and reacquisition of MarketTools and its assets continued last week in what has been the most labyrinthine dealmaking we can recall. Since 2008, the survey creation SaaS vendor and its core assets have been through more than a half-dozen acquisitions, and there’s likely one more to go.

Founded in 1997, MarketTools made its first acquisition on record (we’ve been recording M&A since 2002) in 2008, when it bought customer and employee feedback management SaaS provider CustomerSat.

After that, however, the company began a long unwind. In December 2011, MarketTools was acquired by TPG Growth and simultaneously sold its Zoomerang, ZoomPanel and TrueSample assets to SurveyMonkey. Shortly thereafter, TPG unloaded MarketTools in July 2012 to MetrixLab, which then sold MarketTools’ CustomerSat assets to Confirmit. MetrixLab kept MarketTools alive, using the business to purchase RawData in July 2013.

The MarketTools assets sold to SurveyMonkey didn’t stay in one place for too long. Last month, SurveyMonkey sold ZoomPanel to Critical Mix, and last week it sold TrueSample to Five Peaks Capital Management.

Still with us? If you are, you’ll notice there is one legacy MarketTools asset that hasn’t yet found a third home: Zoomerang. If history is any precedent for the future, Zoomerang will likely be sold again soon enough.

Which way did they go?

Date announced Event
October 9, 2013 TrueSample, now owned by SurveyMonkey, is sold to Five Peaks Capital
September 12, 2013 ZoomPanel, now owned by SurveyMonkey, is sold to Critical Mix
July 25, 2013 MarketTools, now owned by MetrixLab, acquires RawData
August 22, 2012 MarketTools, now owned by MetrixLab, sells CustomerSat to Confirmit
July 9, 2012 TPG Growth sells MarketTools to MetrixLab
December 14, 2011 MarketTools acquired by TPG Growth, simultaneously sells Zoomerang, ZoomPanel and TrueSample assets to SurveyMonkey
April 3, 2008 MarketTools acquires CustomerSat

Source: The 451 M&A KnowledgeBase

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Vonage dials up a discount in $130m purchase of Vocalocity

Contact: Scott Denne

Vonage picks up Vocalocity for $130m in a sizeable and relatively safe bet to turn around a declining business. It’s a big bite for Vonage, which will be borrowing heavily to fund the deal. But at least Vonage is getting a discount on its purchase of the business VoIP provider: Vocalocity is valued at less than half the level of its competitors on the public markets.

Vocalocity posted $28m in revenue for the first half of the year, up 39% from the same period a year ago. While that growth is faster (due partially to starting at a smaller base) than its larger public rivals 8×8 and RingCentral, its valuation is lower. According to our quick math, Vonage is valuing Vocalocity at just about 2.5x trailing 12-month sales. Meanwhile, RingCentral currently boasts a 7.7x trailing sales valuation, while 8×8 pencils in at 6.7x.

To cover its largest acquisition, Vonage is paying $105m in cash ($30m from its treasury and drawing $75m from its revolver), along with $25m in stock. Even though the new paper dilutes existing shareholders, Wall Street backed the purchase. Vonage’s long-suffering shares jumped 15% on the deal, hitting their highest level in more than two years.

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