Survey: Consumers may hang up on combined AT&T-T-Mobile

Contact: Brenon Daly

As the largest telco deal announced in a half-decade, AT&T’s proposed purchase of T-Mobile USA has had an outsized impact on the still-nascent mobile market. To get a sense of some of the implications, our subsidiary ChangeWave Research surveyed more than 4,100 consumers at the end of September on a number of questions, including a few that touched on the transformative transaction. The takeaway: customers give the thumbs down to AT&T’s planned consolidation move, largely because of network performance problems.

On questions about wireless service providers, the ChangeWave survey found that T-Mobile and AT&T each have the lowest percentage of subscribers who say they are ‘very satisfied’ with their service. Only one-quarter of T-Mobile subscribers said that (half the level of industry leader Verizon Wireless), with only one out of five AT&T subscribers saying that. The combination of AT&T and T-Mobile would create the largest US wireless carrier, with roughly 130 million subscribers.

Perhaps more of an indictment of AT&T’s service, however, came when ChangeWave asked existing T-Mobile subscribers whether they were planning to continue with the combined company, assuming the acquisition clears regulatory review. One of five current subscribers said they planned to change wireless providers, with another 38% saying they didn’t know what they would do. Just one-third of current T-Mobile subscribers indicated they will continue subscribing if AT&T takes over.

If you are interested in finding out more about the consumer smartphone market and trends, be sure to join ChangeWave for a special Webinar on Thursday at 1:00pm EST. The presentation will cover overall market demand, as well as look specifically at the recently launched Apple iPhone 4S and the all-important holiday season forecasts by consumers. To join the Webinar tomorrow, simply register here.

RightNow: A seller rather than a buyer

Contact: Brenon Daly

Ever since it raised $175m in a convertible debt offering last November, RightNow Technologies has been telling anyone who would listen that it intended to go shopping with some of that money. The move more than doubled the amount of cash on hand for the customer service automation vendor. And since RightNow was generating cash on its own, and had only a small share buyback program in place, it wasn’t like there were a lot of claims on the company’s treasury.

But with the $1.5bn sale to Oracle, RightNow’s M&A program has been snuffed out before it ever really got going. It would have been a dramatic change at the company, which had largely stayed out of the M&A market. Over the past decade and a half, RightNow has only tallied four deals with a total value of just $52m.

While RightNow was unlikely to ever be a big acquirer, we can’t help but make the larger point that the sale to Oracle removes yet another player from the pool of potential tech buyers. And that pool is constantly getting shallower, even just in terms of public companies. Along with RightNow, some 50 other tech vendors have been erased from the Nasdaq and the NYSE in just 2011 alone.

Oracle buys big, again

Contact: Brenon Daly

Announcing its third deal in just the past month, Oracle said Monday that it will pay about $1.5bn for customer service software provider RightNow Technologies. The purchase brings the acquisitive software giant even closer into competition with salesforce.com, which has also used M&A to expand its customer service offering. However, true to form, the deals by the rivals underscore their wildly different approaches to dealmaking.

For Oracle, bigger appears to be better. The price of its planned purchase of RightNow, which is expected to close by early next year, is a whopping 50 times larger than the amount salesforce.com spent on InStranet back in August 2008. (Salesforce.com handed over $31.5m for InStranet.) While RightNow counts more than 2,000 customers, InStranet had just 50 at the time of its acquisition. And, finally, another key difference: Oracle is valuing RightNow at more than 6 times trailing sales, which is three times the multiple salesforce.com paid for InStranet.

Of course, as the chief consolidator of the software industry, Oracle is accustomed to making big moves. In fact, its pending purchase of RightNow ranks as only its sixth-largest purchase. (It has done more than 80 deals over the past decade.) As a point of comparison, we’d note that Oracle’s single acquisition of RightNow is larger than the $1bn or so that salesforce.com has spent on the 18 deals it has announced in its entire history. We’ll have a full report on Oracle’s pickup of RightNow in tonight’s Daily 451.

Renaissance plays politics

Contact: Brenon Daly

It must be election season. That’s what struck us when we saw earlier this week that Renaissance Learning went ahead and accepted a buyout offer that valued the online education vendor at about 10% less than an unsolicited bid. To our ear, some of the material in the proxies filed in connection with the $455m leveraged buyout could very well have come from a campaigning politician. The deal closed earlier this week.

Consider the language that the company used in laying out why shareholders should follow the lead of the company’s cofounders, who controlled some 69% of the equity, and back the initial offer from buyout firm Permira: The deal would be ‘more favorable’ to the employees and the broader community than the unsolicited bid from rival company PLATO Learning. (In addition, Renaissance said PLATO’s offer would take longer and be less likely to close, in their view.)

The concern, presumably, is that there would be far more overlapping employees if the two companies were merged, resulting in more job cuts than if Renaissance were taken private and largely left to run as it had been running. Who knows, maybe if PLATO took the company over, the combined company would start with cuts in the executive ranks. If that were the case, the cofounders of Renaissance would go from majority owners to unemployed.

Don’t get us wrong. We’re all for not contributing to the already intractably high unemployment rate in the US. But as a public company, Renaissance has a fiduciary responsibility to all its shareholders, not just the ones in its hometown. It’s worth noting that Renaissance is incorporated in its home state of Wisconsin, rather than the typical location for incorporation, Delaware. (Roughly half of US companies, including PLATO, are incorporated in Delaware.) So that may go some distance toward explaining why the company made ‘jobs and community’ a part of its pitch.

A splashy IPO for Splunk

Contact: Brenon Daly

After spending the past two weeks baking off, Splunk has picked Morgan Stanley, J.P. Morgan Securities and Credit Suisse to run the books on its upcoming IPO, according to sources. The offering is expected to raise $150m for the San Francisco-based company, with the paperwork likely coming in January. Splunk will finish this year at about $110m in sales, an increase of some 65% over 2010. For 2012, projections call for the company to top $160m in sales.

The fast growth – an eager anticipation of the company’s rumored IPO – indicates just how far Splunk has grown beyond its roots as a basic event management vendor. Although most people currently know the company as a simple, easy-to-use search engine for IT data, it has been broadening the information sources it collects, including ever-increasing volumes of machine-generated data. Additionally, we recently profiled the beta release of Splunk Storm, a monitoring tool for cloud-based apps that runs on Amazon Web Services.

While the company has been fairly clearly focused on an IPO, several sources have indicated that Splunk has nonetheless attracted attention from both Dell and Oracle in recent months. However, for both financial and philosophical reasons, the company is expected to remain independent. Splunk has a number of executives that have already helped sell companies for more than $1bn, notably Hyperion Solutions, ArcSight and Opsware. Several bankers who have met with various executives say there is a sort of ‘been there, done that’ attitude toward a trade sale, and they want to build a stand-alone business for the long run. That sentiment also comes through in the rumored clearing price for Splunk: a robust $1.5-2bn.

ViVu bolsters Polycom’s Web-based videoconferencing credentials

Contact: Thejeswi Venkatesh

After sitting out of the market for four years, Polycom’s M&A wheels are turning once again. The acquisition of ViVu on Monday was the company’s third purchase this year, and helps Polycom round out its videoconferencing offerings. With many observers expecting video collaboration to become ubiquitous, the purchase helps Polycom extend its offerings into the Web videoconferencing arena – in-line with its declared strategy.

Terms of the deal were not disclosed, but we understand that ViVu was generating less than $2m in revenue. Cupertino, California-based ViVu, which came to market in 2010, had raised just $3.2m in venture funding and was looking to score a second round at the time of its acquisition. (Other companies in the space, including Vidyo and Blue Jeans Networks, have been successful at landing substantial amounts of funding.) Given these dynamics, we suspect that ViVu received a healthy multiple and we wouldn’t be surprised if other suitors, including TIBCO Software, were involved in the bidding process.

The transaction comes at a time of dramatic changes in the videoconferencing market. Microsoft closed its pickup of Skype – the largest-ever purchase for the tech giant – just last Friday. ViVu provides a plug-in for Skype and Polycom has worked with Microsoft on its Lync offering for a number of years. Polycom believes that the two deals will expand its market opportunities.

Select Polycom acquisitions

Date announced Target Deal value Focus
October 17, 2011 ViVu Not disclosed Web-based videoconferencing capabilities
June 1, 2011 HP (visual collaboration business) $89m Videoconferencing
March 23, 2011 Accordent Technologies $50m Non-real-time capabilities
February 7, 2007 SpectraLink $220m Wireless IP telephony

Source: The 451 M&A KnowledgeBase

Big Blue’s recent shopping spree

Contact: Brenon Daly

After a slow start to the year, IBM has dramatically picked up the pace – and the spending – in its M&A program. Big Blue only announced its first deal of 2011 in late March, and then was out of the market for nearly a half-year. But in the past two months alone, it has announced four deals. And each of the purchases, according to our estimates, was valued in the hundreds of millions of dollars.

Since late August, IBM has acquired analytics and visualization software vendor i2 Group, an analytics firm focused on financial services called Algorithmics, security management specialist Q1 Labs, and – just last week – HPC pioneer Platform Computing. Although IBM only released the value of one of those transactions, we estimate the collective tab on the two-month shopping spree is in the neighborhood of $1.5bn.

The purchases come as IBM shares have been trading around their highest-ever levels. So far this year, Big Blue stock has tacked on some 27%, while the Nasdaq Index has basically flat-lined. IBM will give its latest check-up to Wall Street after the closing bell today, with investors looking for third-quarter earnings of about $3.22 per share on sales of some $26.3bn. Ahead of the release, the stock was trading in-line with the broad market.

Chip M&A headed for slowdown

-by Thejeswi Venkatesh, Ben Kolada

So far, 2011 has been a banner year for semiconductor M&A – the first three quarters have already yielded the highest aggregate spending on chip deals since 2006. But now, the industry seems to be headed for a slowdown.

Industry veteran Fairchild Semiconductor recently reported third-quarter revenue of just over $400m, better than expected but still down 7% sequentially and 3% from the year-ago period. Continuing the decline, the company provided a bleak outlook for the fourth quarter, citing weak demand in the end markets that it serves – particularly the computing and consumer sectors. And the drop-off shouldn’t be taken lightly, considering demand typically picks up in the fourth quarter due to the holiday season and increased consumer spending.

Coinciding with Fairchild and the greater semiconductor industry’s slowdown, dealmaking has also taken a nosedive. The aggregate value of all semiconductor transactions in the just-closed third quarter was $6bn, the lowest this year, and Broadcom’s $3.9bn acquisition of NetLogic Microsystems alone accounted for more than half of that amount. Further, volume slid as well, with only 32 deals announced in Q3, one-third less than the total volume announced in the first two quarters of the year.

Semiconductor M&A activity, 2011

Quarter Deal volume Deal value Number of deals valued at $1bn or more
Q3 32 $6.17bn 1
Q2 45 $16.49bn 3
Q1 43 $8.34bn 2

Source: The 451 M&A KnowledgeBase

Oracle’s unlikely acquisition

Contact: Brenon Daly

After spending last week with its customers and partners at its annual trade show, Oracle will be meeting later this week with its owners. The company’s annual shareholder meeting is slated for Wednesday. If the talk at OpenWorld is any indication, the question of M&A is almost certain to come up during tomorrow’s meeting of shareholders in the acquisitive company. Over the past decade, Oracle has purchased more than 80 companies at a total cost of more than $40bn.

Given some of the recent remarks, however, we’re fairly confident in scratching at least one name off of any potential shopping list: Hewlett-Packard. Some people have recently suggested that buying the reeling HP would get Oracle significantly closer to its goal of mirroring IBM’s strategy of providing not only single technology products, but also integrated systems as well as services to support the products. (The fact that Oracle hired ousted HP honcho Mark Hurd last year only added to the intrigue around the possible pairing.)

At Oracle’s meeting with financial analysts during OpenWorld, CFO Safra Catz fielded a question about the company’s appetite for a (hypothetical) transaction valued in the tens of billions of dollars. While not speaking specifically about HP, Catz made it nonetheless pretty clear that Oracle – and more to the point, her boss Larry Ellison – would be extremely unlikely to do a deal like that.

The reason? In all likelihood, Oracle would probably have to use at least some equity to cover the purchase of a company like HP, which currently has an enterprise value of $64bn. (And that’s without any premium on a stock price that is down 40% so far in 2011.) Noting that CEO Ellison owns some 1.1 billion shares of Oracle, Catz summed up the calculus this way: Would Ellison really want to trade some of his stake in Oracle, which she described as having its strongest-ever product portfolio, for a chunk of HP? That’s not a ‘compelling’ trade, she said dismissively.

Keynote adds to its mobile monitoring business

Contact: Brenon Daly

Moving to bolster its enterprise mobile monitoring portfolio, Keynote Systems said Monday that it will hand over $60m in cash for testing and quality assurance (QA) startup DeviceAnywhere. (Additionally, terms provide for a potential $30m earnout over the next two years, although Keynote indicated that any payments would likely be back-end loaded.) Keynote will finance the deal, which is expected to close in two weeks, entirely from cash on hand. There were no advisers on either side of the transaction.

DeviceAnywhere is based about five miles from Keynote’s headquarters in San Mateo, California, and will move most of its 119 employees into the building that Keynote owns. The startup had attracted more than 1,200 customers, although about 1,100 of those are developers with the remaining 100 being enterprises. DeviceAnywhere brings testing and QA capabilities for mobile websites and applications to Keynote, which has focused almost exclusively on monitoring. It generated about $20m on a trailing revenue basis.

Taken together, DeviceAnywhere and Keynote’s existing enterprise mobile monitoring unit would generate roughly $26m in revenue – a level that Keynote executives project could quadruple in the coming years. The purchase of DeviceAnywhere is Keynote’s first acquisition since April 2008. Since then, shares of Keynote have basically doubled, compared to a single-digit percentage gain for the Nasdaq over that period. Keynote will discuss the acquisition more fully when it reports fiscal year results on November 3.