Category: technology stocks

Google finally cleared on its ‘defensive’ deal

Brenon Daly

Contact: Brenon Daly

Like any weapon, intellectual property (IP) can be wielded both for offense and defense. That’s worth remembering now that Google has basically been cleared to (finally) close its $12.5bn acquisition of Motorola Mobility, which it announced last August. The purchase adds some 17,000 Motorola Mobility patents to an ever-growing portfolio at Google, which has been a busy buyer of IP from IBM over the past year, as well.

In order to win regulatory approval in various jurisdictions around the globe, the search giant went out of its way to assure government bodies – as well as mobile handset manufacturers located around the world – that its Android operating system would remain freely available to all. More than a few of the 50-odd vendors that put out Android-based mobile devices expressed fear that Motorola phones and tablets might get ‘favorite child’ status from Google as the OS provider got into the hardware business in a big way.

But Google has eased those concerns (for now, at least) and seems to be focusing on shoring up the defense of Android so that other OEMs can use it without worrying about legal fallout. There’s a fair bit of irony in that, as Google itself is currently a defendant in a patent-related lawsuit that came about because a tech giant announced a multibillion-dollar deal in part driven by IP. Oracle purchased Sun Microsystems in 2009 – at the time referring to Java as the ‘most important’ software Oracle had ever acquired – and then brought a case alleging that Google infringed on Java copyrights and patents in mid-2010.

For more real-time information on tech M&A, follow us on Twitter @MAKnowledgebase.

Facebook’s $16bn IPO: raised above the Valley

Brenon Daly

Contact: Brenon Daly

As IPOs go, Facebook is far more Silicon Valley than Wall Street. That was clear from the social networking giant’s roadshow this month, where 20-something CEO Mark Zuckerberg could hardly be bothered to meet with the institutional investors who do most of the buying of new offerings. (When Zuck did attend the meet and greets with the pinstripes, he wore a hoodie.) And if there was any lingering doubt about it, consider the fact that Zuck stayed at home at the company’s headquarters in Menlo Park, California rather than travel to New York City to ring the opening bell on Nasdaq.

And yet, Facebook is hardly representative of a Valley company – much less a Valley IPO. First, there’s the not-so-small matter of its $100bn market capitalization. But even beyond the valuation, the $16bn that Facebook just raised in its offering is probably more than all the tech companies that go public in the next three years or so will raise, collectively.

Our rough math: Facebook took in $16bn in today’s debut (of that amount, nearly $7bn will go to the company, with the remaining $9bn or so going to company executives and investors). In comparison, the typical tech IPO brings in, say, $100m or maybe $150m. In our surveys, investment bankers and corporate development executives have been consistently forecasting about 25 tech IPOs in each of the recent years. So assuming that rate holds – or even increases slightly – we’re still looking at roughly four years of IPOs to get to the more than 100 offerings to raise the same amount as Facebook.

Even a blockbuster IPO like Splunk had just a month ago raised just dimes compared with Facebook. Underwriters ended up selling 13.5 million shares in the enterprise data search firm at $17 each, which was roughly twice the price of the original range. That meant Splunk raised $321m in its IPO – or only about one-fiftieth the amount Facebook just raised.

For more real-time information on tech M&A, follow us on Twitter @MAKnowledgebase.

Some unlikely M&A agitation against BMC

Brenon Daly

Contact: Brenon Daly

Having already agitated for the sale of at least five tech businesses over the past few years, Elliott Associates has set its sights on a significantly bigger target: BMC. The hedge fund said on Monday that it has acquired 5% of the systems management giant and will push for a sale of the company.

For its part, BMC retained Morgan Stanley to advise it on its defense against the unwanted approach and, more importantly, adopted a poison pill that makes any unsolicited deal highly unlikely to succeed. Nonetheless, the idea that BMC could get sold goosed the company’s shares, which added 9% in mid-Monday trading.

From our view, however, it’s highly unlikely that 32-year-old BMC, which has been public since August 1988, will get snapped up. The first – and most obvious – hurdle is the poison pill, or ‘shareholder rights plan’ in the company’s description. But even beyond that, there aren’t very many companies or (probably more relevantly) buyout shops that could write the $10bn or so check that it would take to clear BMC.

For a strategic buyer, we’ve always thought Cisco Systems would be the logical home for BMC. The two companies have partnered around the datacenter, with Cisco providing the gear and BMC serving up the management layer. However, the returns on that partnership haven’t been overwhelming, and Cisco has taken to acquiring small management vendors on its own over the past year and a half. (To bolster its management portfolio, Cisco has reached for startups such as LineSider Technologies, Pari Networks and newScale.) But Cisco, which reported weak financial results last week while also forecasting a ‘cautious’ IT spending environment, is hardly in a place to do its largest-ever acquisition.

That would leave private equity firms as the most likely acquirer of BMC. Those shops have been the buyers of the other companies that Elliott has put in play, including Epicor Software, Blue Coat Systems, Novell and others. However, the collective value of all those Elliott-inspired deals would likely be only half the size of a BMC purchase, which would be a whopper for any single firm. (That goes double because of the reserved credit markets right now.)

The last point underscores one of the other large problems with a BMC takeout: even though its shares have lost nearly 20% of their value over the past year, the company isn’t particularly cheap. It garners a $7.2bn market capitalization, so throwing a 35% premium on that takes the (hypothetical) acquisition price to about $10bn. That works out to about 4.6 times 2011 revenue (10x maintenance revenue) and more than 12x the $800m in cash flow from operations that BMC generated last year. Even with the $1.4bn cash ‘rebate’ from BMC’s treasury, any potential buyer is still looking at paying a double-digit cash-flow multiple for a single-digit grower.

For more real-time information on tech M&A, follow us on Twitter @MAKnowledgebase.

Stick with what you know

Ben Kolada

Contact: Ben Kolada, Thejeswi Venkatesh

Some moves just don’t pan out as planned, such as basketball legend Michael Jordan playing baseball or actor Joaquin Phoenix attempting to become a rapper. While those moves may have dented personal pride, when companies make failed moves, it hits their bottom line. Videoconferencing giant Polycom is experiencing that pain today. The company announced on Friday that it is divesting its enterprise wireless communications assets for just $110m to Sun Capital Partners, or about half the price that it paid for the business five years ago.

Polycom entered the wireless communications market in 2007 when it paid $220m for then publicly traded SpectraLink – it’s largest-ever acquisition (today’s divestiture also includes the assets of Kirk Telecom, which SpectraLink acquired for $61m in 2005). While we had doubts, Polycom argued that its rationale for the deal was sound. Polycom thought it would be able to boost revenue by leveraging the two companies’ complementary sales channels as well as by merging their server-side software products into a single platform.

Polycom, however, wasn’t able to generate the revenue that it expected from the acquired assets. The SpectraLink and Kirk Telecom assets dwindled within their newfound parent, falling from $144m in revenue in 2006 to about half that, $94m, in 2011.

Not to pick on Polycom, but its SpectraLink divestiture is just the most recent reminder of the risks involved in attempting game-changing acquisitions. Companies use M&A to enter new markets all the time, and often fail. HP shuttered its Palm Inc business just one year after paying $1.4bn for the company. And in 2010, Yahoo divested its Zimbra collaboration assets for $100m, or less than one-third of the $350m that it paid for the company in 2007. Cisco attempted to move into the consumer video segment when it paid $590m for Pure Digital Technologies, maker of the Flip video camera, but shut down that division two years later.

For more real-time information on tech M&A, follow us on Twitter @MAKnowledgebase.

Audience tries to make IPO noise before Facebook debut

Contact: Thejeswi Venkatesh, Ben Kolada

Although Facebook’s road show may have delayed some companies’ IPO itineraries, audio processing vendor Audience is continuing with plans to begin trading on the Nasdaq on May 10. Facebook has dominated recent IPO chatter (a quick Google search for ‘Facebook IPO’ generates more than 312 million results, versus just five million for ‘Audience IPO’), but Audience’s market opportunity should help the company create some noise of its own.

Audience designs digital signal processors and associated algorithms that help separate human voice from background noise, thereby helping to improve voice quality on mobile phones. The technology also helps improve the responsiveness of speech-recognition software. Apple, for example, uses Audience’s chip in the iPhone 4S.

So far, the market has been receptive. The patient firm, which was founded in 2000 but didn’t start pushing product until 2008, has grown revenue fifteenfold over the past few years, from $6m in 2009 to $97m in 2011. That growth story should pay off in spades for its selling shareholders, notably NEA, Tallwood Venture Capital and Vulcan Capital, which collectively own 87% of the company (combined, they poured $75m into the firm).

Audience plans to raise $80m by offering 5.3 million shares in the range of $14-16 per share. Assuming it prices at the midpoint, Audience will garner a market cap of just under $300m, or three times trailing sales. That valuation is in the ballpark of where rival Maxim Integrated Products currently trades in the public markets. J.P. Morgan, Credit Suisse and Deutsche Bank are leading Audience’s IPO. This is likely to be the last tech IPO before Facebook’s debut.

Facebook sucks the air out of the IPO market

Brenon Daly

Contact: Brenon Daly

All the breathless coverage of Facebook’s kickoff of its IPO roadshow bordered on the ridiculous, even for Wall Street. The reports flew as Facebook made its way along the well-trod path to becoming a public company, a journey that thousands of other companies have already made. But each step (even the most inconsequential) apparently merited coverage: Which door did CEO Mark Zuckerberg use to get into the meeting with potential investors? Did he wear his trademark hoodie as he met the button-down types?

Given this, it’s pretty clear that Facebook hasn’t left any room on the IPO stage for any other would-be debutant. That was underscored by the fact that – according to our understanding – another tech company was originally thinking about making the rounds to buyside institutions this week. Word was that Eloqua was loosely targeting mid-May for its roadshow, but understandably stepped back as the Facebook carnival rolled into town.

Whenever Eloqua does get a chance to tell its story to Wall Street, however, we think it’ll get a pretty good hearing from investors. The on-demand marketing automation vendor is growing about 40% annually (the rate in Q1 actually came in above that level, outstripping full-year 2011) and is likely to finish this year at roughly $100m in sales. It’s right on the cusp of profitability, too. Beyond that, Eloqua has a highly valued rival that recently made its debut: ExactTarget, which currently garners a market value of $1.6bn.

So it’s probably a prudent move by Eloqua and its underwriters not to try to compete with all the noise and flash from the once-in-a-generation offering from Facebook. After all, Wall Street isn’t known for its patience, much less a long attention span. Once Facebook does get listed, many investors will be off looking for the next shiny object.

For more real-time information on tech M&A, follow us on Twitter @MAKnowledgebase.

LinkedIn looks to keep users more linked with SlideShare acquisition

Brenon Daly

Contact: Brenon Daly

In its largest-ever acquisition, LinkedIn said Thursday afternoon that it will pay $119m for SlideShare in an effort to draw more people to the professional network and keep them there longer. SlideShare has some 29 million unique monthly visitors, and the combination should allow LinkedIn members to expand their professional development and identity. It also significantly increases the amount of content on LinkedIn’s network, which is crucial for the company to grow beyond a site that the 160 million registered users only access when they are looking for a job.

The purchase, which continues the company’s practice to cover its M&A bill with a mix of cash and stock, represents a significant inorganic move to bump up engagement on top of LinkedIn’s earlier in-house efforts such as forming professional groups and a dedicated news page. To date, LinkedIn has had success with its strategy.

As it announced the SlideShare acquisition, LinkedIn also reported financial results for its first quarter. Sales for the January-March period doubled to $189m, with the business running at a solid 20% ‘adjusted EBITDA’ margin. Perhaps more importantly, revenue from all three segments of its business (hiring, marketing, subscriptions) posted strong growth. It’s fairly rare that a fast-growth business (LinkedIn has at least doubled revenue for seven straight quarters now) can put up consistent results across completely different business units without a misstep.

Wall Street has certainly noticed that performance. Shares hit their highest level since last May’s IPO, changing hands at about $120 each in Friday afternoon trading. That values the company at $12.3bn, or more than 13 times the forecasted revenue of roughly $900m for 2012. In comparison, old-line job board Monster Worldwide is valued at only $950m, despite being on track to generate slightly higher revenue this year.

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Will patience pay off for RGB Networks?

Contact:  Thejeswi Venkatesh

On its way to an IPO, Envivio tripled its top line in just two years, reflecting increased demand for high-quality video content on a range of platforms and devices. Yet with just $50m in sales in its last fiscal year, we’re not sure if the video-processing and distribution provider was quite big enough to be a public company. That was evident in Wall Street’s chilly reception of Envivio as it made its way to the Nasdaq. Unlike many other recent tech IPOs, the company had to price its offering below the target range. Then, for most of its first few days as a public company, it traded below the reduced offer price. With a market cap of less than $250m, Envivio won’t quite make the list of hot stocks on Wall Street, which tends to favor larger companies and higher liquidity.

Meanwhile, Envivio’s primary competitor RGB Networks continues to grow its business steadily. We understand that RGB generated $56m in revenue for 2011, which is slightly higher than Envivio’s top line during the same period. Perhaps learning from its rival’s travails, RGB wants to wait before putting in its papers to go public. If all goes according to plan, the company is likely to be much larger at the time of its public debut, which seems to be what Wall Street is buying these days.

Survey: lots of M&A talk, but few prints

Brenon Daly

Contact: Brenon Daly

Although key members of the broad dealmaking community indicate they have stepped up their activity in the M&A market recently, actually closing deals has proven challenging so far this year because of pricing and renewed concerns about the stability and growth outlook across the globe. That’s one of the main findings from the inaugural survey by 451 Research and Morrison & Foerster of more than 300 executives, corporate development officials, lawyers/bankers and other dealmakers.

In the survey, slightly more than half of the respondents (52%) said they are seeing more activity over the past half-year than they have during the same period in either of the two previous years. That’s more than twice the number who said activity has tailed off recently. Further, respondents projected that the heightened activity will translate into actual prints at some point this year: Nearly six out of 10 (59%) respondents said they expected to be busier in 2012 than they were last year, compared to just one out of 10 (8%) who said the opposite. We’ll have a full report on the survey in tonight’s Daily 451, including what’s driving current dealmaking and what’s keeping respondents from doing deals.

M&A spending outlook

Period Increase Stay the same Decrease
2012 forecast 59% 33% 8%

Source: M&A Leaders’ Survey from 451 Research / Morrison & Foerster, April 2012

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Spirent secures its testing platform with Mu

Brenon Daly

Contact: Brenon Daly, Eric Hanselman

A relatively infrequent shopper, Spirent Communications has picked up Mu Dynamics, adding security testing for applications to the company’s performance-testing portfolio. The deal, which is only the British company’s second acquisition in the past half-decade, was announced last week and closed Monday. Spirent paid $40m in cash for Mu, which is projected to contribute about $18m in sales next year. (We understand that talks got going only in December, with Duff & Phelps’ Pagemill Partners unit advising Mu.)

The purchase of Mu Dynamics should also help Spirent expand its market, both in terms of customers and products. Traditionally, Spirent has sold its performance analysis offering as a hardware-based platform to network equipment manufacturers that use it to test the performance of products before they launch them. (It primarily competes in this market with Ixia, although Spirent is much larger and more profitable than its rival.) With Mu, Spirent will get a software product that can be more quickly and easily deployed, even within corporate IT departments.

As more and more applications are run on virtualized infrastructure, the process of testing is adapting. Where hardware-based systems have traditionally been used in test environments, it’s much more difficult to connect them to the virtual and ‘cloudy’ application deployments that are predominating. Spirent’s move will give it tools to address these environments. Ixia has also developed product capabilities in this area. Software versions of testing products can also scale well to match the increased scaling demands placed on applications.

Additionally, Spirent obtains Mu Dynamic’s small – but potentially disruptive – cloud-based testing division called Blitz.io, which bumps up against startups such as SOASTA, Apica, AppDynamics, LoadStorm and other SaaS testing providers. Blitz.io already has some 15,000 users.

While both the performance and security of applications is important to increased cloud application adoption, security is turning out to be a far more significant factor. In a survey earlier this year, ChangeWave Research, a service of 451 Research, found that companies gave higher marks to the reliability of cloud apps than they did to the security of them. Further, of the companies that are not currently running cloud applications, one-third of them cited ‘security concerns’ as the reason they have passed so far. That was twice as high as any other concern voiced by the more than 1,500 respondents to our survey.

For more real-time information on tech M&A, follow us on Twitter @MAKnowledgebase.