RIM calls internationally

by Brenon Daly

As Research In Motion gets set to report fiscal first-quarter financial results later this afternoon, investors will be paying particularly close attention to the company’s international business, which has essentially provided most of the growth it has put up recently. Overseas sales have outstripped lackluster sales in RIM’s core markets of the US and Canada to the point where the home markets account for less than half of total sales.

It’s perhaps fitting, then, that RIM’s acquisition strategy shares a similar cosmopolitan approach. We’ve already noted the company’s recent acceleration of M&A activity, with the smartphone maker announcing as many deals so far in 2011 as it did in all of 2010. And yet, that deal flow has increasingly been coming from overseas. RIM’s previous two acquisition targets – Scoreloop, a mobile gaming developer, and mobile device management vendor ubitexx – were both headquartered in Germany. Add in its December purchase of Swedish design firm The Astonishing Tribe, and fully three of RIM’s eight deals over the past year have been done overseas.

Callidus learns to love Litmos

Contact: Brenon Daly

Continuing to broaden its portfolio beyond its core commission-calculation offering, Callidus Software recently reached across the Pacific Ocean to snag early-stage learning management system (LMS) vendor Litmos. Based in New Zealand, Litmos had yet to raise any outside capital but had nonetheless drawn in more than 150 customers, which likely put revenue in the mid-single digits of millions of dollars. The acquisition should help Callidus in two main areas: in-application training and mobile learning.

In that way, Callidus’ move is unlike many of the other noteworthy deals over the past year in the LMS market, which has been dominated by talent management providers buying their way into the training and education space. Last September, for instance, Taleo picked up longtime partner Learn.com for $125m, while in April rival SuccessFactors paid $290m for Plateau Systems. Over the past year, we’ve tallied more than $1.8bn worth of spending on LMS deals.

Undoubtedly, the acquisition of Litmos won’t add much to the total spending in the sector. But the transaction is nonetheless significant for Callidus, particularly as more and more sales activity is done in the field. (Litmos can be used not only to update sales records and provide onsite sales coaching, but also to give training courses.) And Callidus may not be done buying. The company recently netted about $60m through a convertible offering, and we understand that it may well put some of those proceeds to work on another purchase in the next month or so

Apple drops interest in Dropbox for iCloud

by Brenon Daly

Earlier this year, rumors were flying that Apple was putting together a bid – valued at more than $500m – for cloud storage startup Dropbox. That speculation obviously didn’t go anywhere, but it looked a whole lot more credible in light of Monday’s introduction of Apple’s online storage and synching offering, iCloud. The service, which will be free for up to 5GB, will be available in the fall.

On the face of it, Apple’s new service looks mostly like a convenient and efficient way to move iTunes into the cloud. Viewed in that rather limited way, iCloud appears to compete most directly with Google and Amazon, which have both launched online music storage offerings in recent weeks. But as is the case with most of what Apple does, there’s much more going on.

In addition to automatically storing and synching media files such as music, photos and movies, iCloud will keep up-to-date documents as well as presentation and other files. In other words, the uses for iCloud are pretty much exactly the same reasons why some 25 million people also use Dropbox. Is this yet another case of a Silicon Valley giant initially looking to buy but then opting instead to build?

Heading toward an ‘Eloqua-ent’ IPO

Contact: Brenon Daly

A little more than a month after the strong IPO by a rival on-demand marketing vendor, Eloqua has taken its first significant step toward an offering of its own, according to market sources. We understand that the company has tapped J.P. Morgan Securities and Deutsche Bank Securities to lead the IPO, with a filing expected in a few weeks. Co-managers will be Pacific Crest Securities, JMP Securities and Needham & Co.

Eloqua has been positioning itself for an offering for the past few years, taking steps such as moving its headquarters from Canada to the Washington DC area, as well as hiring a raft of senior executives, most of whom have experience at public companies. Meanwhile, on the other side, Wall Street appears ready to buy off on marketing automation companies. At least the demand has been there for rival Responsys, which went public in late April and currently trades at a $750m valuation.

Responsys’ valuation works out to about 8 times 2010 sales and 6x 2011 sales at the on-demand company. Eloqua, which also sells its marketing automation software through a subscription model, is thought to be about half the size of Responsys. Assuming that Wall Street values the two rivals at a similar multiple, Eloqua could find itself valued at $350-400m when it hits the market later this year.

A valuable deal for Groupon

Contact: Brenon Daly

As it preps for its public debut, we note that Groupon, the coupon giant known for offering consumers deals up to 90% off, did a bit of smart bargain shopping of its own last summer as it made an important purchase to expand business in Europe. In May 2010, Groupon picked up Berlin-based CityDeal, a Groupon clone that’s posting growth that far outstrips the already astronomical rate at the acquiring company. CityDeal wasn’t even a year old when Groupon scooped it up, although it managed to generate approximately $450m in annualized revenue in 2010. For comparison, in its first year of existence, Groupon posted $30m in sales.

Groupon has since followed up the CityDeal acquisition with about a dozen other small deal-a-day sites across the globe. However, CityDeal remains the foundation for Groupon’s international operations, a business that is growing faster and has a higher gross margin than Groupon’s original operations in North America. Groupon now gets more revenue from outside its home country than from inside, which is an almost unheard of rate of internationalization for a three-year-old startup.

Given the contribution that CityDeal is making to Groupon’s financials, it’s worth remembering that Groupon only paid $125m in stock for the acquisition. Another way to look at it is that Groupon gave away about 10% of the equity of the company (roughly 41 million shares) for a company that now accounts for more than half its business. Of course, CityDeal’s owners took their payment in equity, so they will undoubtedly see their shares soar on the public market – far above the roughly $1bn valuation Groupon had when it acquired their company. (Valuations of around $20bn for Groupon on the public market are being kicked around right now.) As we think about that deal, it strikes us as a fitting structure for Groupon to use, in that the true value isn’t realized at the time of purchase, but at the point of redemption.

Flips and flops for PE shops

Contact: Brenon Daly

There are flips that fly, and flips that flop. Consider the two recent exits by private-equity (PE)-owned companies Skype Technologies and Freescale Semiconductor. One deal basically quadrupled the price of the portfolio company, while the other company is still lingering at a value of less than half its original purchase price. Granted, that ‘headline’ calculation misses some of the nuances of the holdings and their returns to the PE shops, but it’s nonetheless a solid reminder that deals need to be done with a focus on the ‘demand’ side of the exit.

For Skype’s PE ownership of Silver Lake Partners, Index Ventures and Andreessen Horowitz, the $8.5bn all-cash sale to Microsoft came less than two years after the consortium carved the VoIP provider out of eBay for just $2bn. The deal stands as the largest ever purchase by Microsoft, and the double-digit price-to-sales valuation suggests Redmond had to reach deep to take Skype off the board. Skype had filed to go public, but was also rumored to have attracted interest from Google as a possible buyer.

On the other hand, there wasn’t much demand for Freescale, which was coming public after undergoing the largest tech LBO in history. Freescale priced its recent IPO some 20% below the bottom end of its expected range. That had to be a painful concession for the PE owners of the company: Blackstone Group, Carlyle Group, Permira Funds and Texas Pacific Group. The club paid $17.6bn in mid-2006 for the semiconductor maker, loading up the company with billions in debt just as the market tanked. Freescale, which still carts around about $7.5bn in debt, has lower sales now than when it was taken private four years ago.

Imperva impervious to consolidation

Contact: Brenon Daly

The next exit for a database security vendor appears likely to be an IPO. Word is Imperva has picked Goldman Sachs and Deutsche Bank Securities to lead its offering, with a prospectus likely to be filed in the next few weeks. The Redwood City, California-based company is thought to be running at roughly $60m in revenue.

If Imperva does indeed go public, the IPO would cap a run of a half-dozen deals in a sector that has seen purchases by some of the biggest technology providers on the planet. Among the companies that have bought their way into the database security market over the past two years are Oracle, IBM and McAfee. That’s not to say those big players have been paying big prices.

With the exception of Guardium’s sale in November 2009 to IBM, which we valued at $232m, the other transactions have been modest ones. And the most recent deal has been less than modest: BeyondTrust likely paid only a few million dollars for Lumigent last week. In fact, as we tally the aggregate value of all M&A in the database-monitoring space, we suspect that the total bill will be less than the value Imperva creates in its IPO.

A tale of two e-discovery deals

Contact: Nick Patience

Last week was more or less bookended with two acquisitions in the e-discovery market, with Autonomy Corp picking up Iron Mountain’s digital assets on Monday and Symantec buying Clearwell Systems on Thursday. Autonomy and Symantec share a market but little else between them. Both are experienced acquirers – having made, collectively, 50 deals over the past decade – but each company chooses its targets and executes acquisitions in very different ways.

Autonomy often buys rivals simply to remove them from the market. Or it inks deals to obtain customer bases or move into adjacent sectors, and it often swoops in on companies at the last minute (as it did with Zantaz in 2007). The purchase of Iron Mountain’s divested business has all four of those characteristics. Iron Mountain was a direct rival in the e-discovery and archiving segments, while it also provided a backup and recovery business, which is a new area for Autonomy. The buyer also netted 6,000 customers, although there is some overlap. Autonomy took out Verity back in 2005 to remove a competitor and picked up Zantaz to get into the archiving space. The vendor is known for being aggressive in integrating companies, which often leads to a lot of people quickly moving on after being acquired, and we expect both people and products to be removed rapidly here.

Symantec’s M&A strategy is still somewhat shaped by its misguided attempt to add storage to its core security offering with the acquisition of Veritas in 2004. (That deal remains Big Yellow’s largest-ever purchase, accounting for more than half of the company’s entire M&A spending.) Of course, that transaction happened more than a half-decade ago and a different management team was heading the company.

Still, that experience – along with the constant reminders about the misstep from Symantec’s large shareholders – appears to have made the company more considered in its approach. For example, it had been working with Clearwell in the field as well as at the product development level for more than two years before the deal. However, we don’t think Big Yellow could have waited much longer to add some key e-discovery capabilities to boost its market-leading (but aging) Enterprise Vault franchise. We suspect that is why Symantec paid such a high premium for Clearwell, valuing the e-discovery provider at 7 times sales – more than twice the multiple Autonomy paid in its e-discovery purchase.

Clearwell had been on a growth tear since its formation at the end of 2004 and the firm helped define the e-discovery space, starting with early case assessment and then systematically moving into other segments of the e-discovery process. We get the feeling that management may have wished to have waited another year or so before being bought. We think they would have relished the chance to turn Clearwell into something substantial and possibly take it public; the fact that no bankers were used on either side indicates that Clearwell was not actively shopping itself around. But some offers are just too good to turn down.

Heading in and out at Vector

Contact: Brenon Daly

Some eight months after the opening bid for RAE Systems was announced, it looks like Vector Capital continues to have the inside track in taking private the maker of gas detection monitors. The San Francisco-based buyout firm earlier this week raised its offer for RAE Systems to $2 per share, or roughly $120m. That marks the third time that Vector has bumped its bid in its competition with original bidder Battery Ventures.

Vector’s current offer adds some $25m to Battery’s initial price, and is more than twice the level where RAE Systems shares traded over the year leading up to the first announcement last September. Perhaps most crucially, RAE Systems executives, who own roughly 31% of outstanding shares, have thrown their support behind Vector by giving up shares for no consideration as well as rolling over a large portion of their equity holdings.

While Vector works to add RAE Systems to its portfolio, we understand that it may be looking to free up a spot there as well. Several market sources have indicated that Vector has retained Jefferies & Company to advise it on a possible sale of Corel. Running at more than $200m in sales, Corel has a number of products for graphics design, as well as WordPerfect and WinDVD, among other titles.

Vector has owned Corel since 2003, though it did sell a bit of the software company to the public in 2006 before buying back that chunk three years later. Given that Corel is a fairly large portfolio of mostly mature businesses, we suspect that the most likely buyer would be a fellow PE shop. However, the process is still in its early days, according to a source.

Looking past the losses at Carbonite

Contact: Brenon Daly

Is Wall Street ready to buy into a company that spends $1 on advertising to bring in just $2 in bookings? That’s one of the key questions around Carbonite, a fast-growing online backup vendor that just filed for its IPO. (We looked at Carbonite’s planned offering in an in-depth report, including projecting its likely valuation when it does hit the Nasdaq later this year.) Carbonite has more than doubled revenue in each of the past two years. And while that is an eye-popping growth rate, it has been fueled by an equally eye-popping spending on advertising.

Consider this: Carbonite shelled out $24m on advertising last year on its way to recording $54m in bookings. (For those of you who like old-fashioned, by-the-book accounting, the $54m in bookings in 2010 equaled a scant $39m in actual revenue for the six-year-old startup.) And to be clear, that $24m was straight advertising spending, which is just a portion of the $33m in sales and marketing spending that it rang up last year. Obviously, that’s not a sustainable ratio, at least not for a technology company that also needs to spend a few million dollars on servers and other equipment each quarter and hopes to run profitably. (For its part, Carbonite hasn’t posted anything close to black numbers.)

That’s not to say that Carbonite won’t be a hit with investors when it does go public. Bulls can point to the fact that the service has attracted more than one million paying users, and those that use it tend to stick with it. (Carbonite puts its retention rate at 97%.) And on the buyside of the IPO, Wall Street has been willing to look past red-stained income statements if the growth rates are high enough. As evidence, we might point to the mid-March offering of Cornerstone OnDemand, a company that has a similar financial profile to Carbonite, though it competes in a vastly different market. After pricing its offering above range and soaring onto the market, Cornerstone currently trades at about 18 times trailing revenue