Q2 ends with a whimper

Contact: Brenon Daly

The second quarter is in the books, and we would suggest that the M&A tally is a bit deceptive. Yes, both the number of tech deals and the announced deal values hit their highest levels in a year. But lurking behind that rebound is the fact that M&A tailed off dramatically in June. In fact, the final month of the quarter accounted for just 16% of the total M&A spending in the period. The breakdown of the overall $48.4bn in the second quarter: April-May spending hit $40.7bn, while June spending was a scant $7.7bn.

We noted recently how June saw the return of gun-to-the-head sales of many tech companies, both large and small. That is reflected in the dramatic change in average deal size over the course of the quarter. (Granted, average deal size is a crude measure, but it is illustrative nonetheless.) In the April-May period, the 517 deals had an announced deal value of $40.7bn, yielding an average purchase price of $78m. In June, the average sale was less than half that level: 233 deals with an aggregate spend of $7.7bn, for an average of $33m. That’s a worry trend as we head into the second half of the year.

Overall tech M&A

Period Deal volume Deal value
Q2 2009 750 $48bn
Q1 2009 646 $9bn
Q4 2008 723 $40bn
Q3 2008 737 $32bn
Q2 2008 721 $173bn

Source: The 451 M&A KnowledgeBase

Imaging an alternative exit for LogMeIn

Contact: Brenon Daly

With LogMeIn set to price its IPO later today, the next ‘buyer’ of the company will be public market investors. The on-demand vendor will sell 6.7 million shares in an offering that’s being led by JPMorgan Chase and Barclays Capital. LogMeIn set an initial range of $14-16 per share, implying a market capitalization of $300m-340m. It will likely price above that range, and we expect strong demand for LogMeIn shares once they start trading under the ticker ‘LOGM’ on the Nasdaq.

As the company gets set to realize that exit (after more than 17 months on file with the US Securities and Exchange Commission), we thought about where it might have looked had it opted for the other possible exit, a trade sale. We’re not suggesting that LogMeIn was dual-tracking by any means. In fact, although it kept its S-1 alive while so many other tech companies pulled their IPO paperwork, that move wasn’t driven by desperation. LogMeIn doesn’t actually need the proceeds. It is heading into the offering with no debt and $27m in cash on its books, having generated cash for the past nine quarters. Even on a GAAP basis, the firm has been profitable for the past three quarters.

Thus, LogMeIn doesn’t need the offering any more than it needs a trade sale. And to be clear, we hadn’t heard that the company was pursuing anything other than an IPO. Nonetheless, as we did some blue-sky thinking, we quickly came up with two deep-pocketed companies that would have been very smart to nab LogMeIn before it went public. Keep in mind, too, that the two primary rivals to LogMeIn are GoToMyPC and WebEx Communications, firms that have been snapped up by tech giants Citrix and Cisco, respectively.

So here’s our hypothetical short list of possible buyers for LogMeIn. Symantec already has several products that compete with LogMeIn (notably, PC Anywhere), but it is a key partner for LogMeIn. And Big Yellow has shown that it is ready to go shopping to bolster its software-as-a-service business. It paid $695m, or almost 5x trailing 12-month sales, for MessageLabs last October, its largest deal in more than a year and a half. Alternatively, Dell knows all about picking up companies just before they go public. It paid a double-digit multiple for its push into storage with the $1.4bn EqualLogic purchase in November 2007. However, Dell has also done a quartet of deals to build out its services offerings, some of which are offered by LogMeIn and others that are complementary. In addition, the customer profiles of the two vendors would synch pretty well, since LogMeIn gets roughly 80% of its revenue from the SMB market.

June gloom

Contact: Brenon Daly

Whether or not the rebound got ahead of itself, the market has certainly tightened up this month. And no, we’re not talking about the equity market. (Although the sentiment is applicable there, as well, with the Nasdaq recently dipping to its lowest point in a month.) Instead, we’re talking about the M&A market. After a furious start to the second quarter, dealmaking has slipped back to the sluggish pace we saw in the first few months of 2009.

A quick glimpse at the numbers: In both April and May, we saw some 250 deals worth about $20bn in each month. So far this month, we’ve had about 205 deals worth a scant $8bn. With just three business days to go in June, we’re looking at spending being down about 60% from what it was in each of the first two months of the quarter.

We’ve also noticed the recent return of a trend that we saw more often in the opening months of 2009: the involuntary sale. In both large and small transactions, sellers have increasingly found themselves forced to take any offer that comes in. We noted that this week in the startup world, as LucidEra was turned over to a workout firm to sell its carcass. And on a larger scale, bankrupt Nortel Networks gave up on ever emerging as a viable company and began the painful process of liquidation sales. The first deal gives some sign of the resignation: Nortel sold its most valuable unit for what is likely to be less than 1x cash flow.

Second-quarter deal flow

Period Deal volume Deal value
April 2009 263 $21bn
May 2009 242 $19bn
June 2009 205 $8bn

Source: The 451 M&A KnowledgeBase

End of a (Lucid)Era

Contact: Brenon Daly, Krishna Roy

After unsuccessfully trying to find a buyer for several months, LucidEra has turned itself over to a workout firm to sell off the patents and whatever else has value at the once-promising on-demand business intelligence (BI) vendor. We understand that CEO Robert Reid and the company’s board members have left LucidEra, replaced by Diablo Management Group. DMG, which got the mandate last week, has sole fiduciary control at LucidEra. A scrap sale, if it occurs, is likely within the next two months or so.

It’s a stunning fall for LucidEra, which was arguably the most visible startup in the market. Certainly, cofounder and former CEO Ken Rudin was one of the loudest – if not the loudest – evangelist for on-demand BI. (Rudin served as CEO until last July, when he assumed the role of chief marketing officer and turned the company over to Reid.) The company had raised some $23m from Crosslink Capital, Benchmark Capital and Matrix Partners over two rounds. We would note that if DMG does manage to sell LucidEra, the startups’ creditors will be first in line for payment, with any remaining funds then available to investors. LucidEra doesn’t have many creditor claims, but there are some.

In many ways, what initially allowed LucidEra to get going ultimately proved to be its undoing. From the beginning, the vendor tied its fate to Salesforce.com, specifically offering a pipeline reporting and analytics feature for the on-demand CRM vendor. That essentially made LucidEra an after-market add-on for Salesforce.com customers, which limited its market and always prompted questions about why Salesforce.com wouldn’t just offer that technology. It also got us wondering in a report two months ago why Salesforce.com wouldn’t just acquire LucidEra. That may still happen. If it does, however, Salesforce.com will be picking up just a fraction of what LucidEra had been when they last discussed a deal. And it will be paying just a fraction of the price, as well.

Corporate dealmakers ready to deal

Contact: Brenon Daly

Companies expect to be busier with M&A during the rest of the year than they’ve been so far in 2009, even though they’re likely to pay steeper prices for their deals. That’s the takeaway from our recent survey of corporate development executives at more than 60 technology firms. The survey, which closed Monday evening, updated our full report from last December and will figure into our midyear M&A webinar on Thursday.

If not bullish, the projections in our midyear survey are much less bearish than they were in our previous survey at the end of last year. Six out of 10 respondents said their companies will pick up their rate of shopping, while just one out of 10 projected their M&A pace will tail off for the rest of 2009. That’s a notable swing back to optimism from the December survey, when just four out of 10 said they expected to be busier, and two out of 10 said they would slow their acquisition pace.

The view from corporate dealmakers is significant because, collectively, they set the tone in the tech M&A market. So far this year, strategic buyers have accounted for $50bn of the $53bn in announced deal values, with financial acquirers tallying just $3bn. In terms of how they assess the buying environment, however, the view is pretty evenly split. Roughly one-third of the respondents said valuations of private technology companies would fall further in the second half of 2009, with another one-third saying they would hold steady, and another one-third predicting they would rebound before the end of the year.

What’s the outlook for mobile payment startups?

-Contact Thomas Rasmussen

The consolidation in the mobile payment market that we outlined recently is still on. Startup Boku announced on Tuesday a $13m venture capital infusion in the form of what we understand was a $3m series A round followed quickly by a $10m series B round a little over a month later. Benchmark Capital led the latest round, with Index Ventures and Khosla Ventures also pitching in some cash. The money was used to acquire two competitors, Paymo and Mobillcash. We estimate that very little of the cash was used to buy the vendors. We understand that the purchase of Paymo, which raised a reported $5m itself, was primarily done in stock. The deals were largely a way for Boku to gain customers and technology, as well as expand its international reach. It’s increasingly important for mobile payment startups to do something to stand out among the dozens of rivals also trying to crack this market. What’s unusual about Boku is that this strategy is playing out so quickly. The company only incorporated in March.

The real question for Boku and other promising startups in the mobile payment space such as RFinity is what will ultimately happen to this hyped market. Despite hundreds of millions of dollars poured into startups, they haven’t been able to generate much revenue, certainly not to the level that would make them viable businesses at this point. We believe the best outcome for these firms is an exit to a larger strategic acquirer. An example of this that may well be in the offing is Obopay, which took an investment from Nokia a few months ago. We suspect that could be a ‘try before you buy’ arrangement for the Finnish mobile company. Research in Motion and others could look to use acquisitions to catch up, as well.

However, we wonder how long it will be before other smartphone providers, platforms and mobile operators do as Apple has done. Micro-transactions are a huge selling point for the new iPhone 3.0 update and, frankly, one of the few bright spots for the mobile payment sector. However, all transactions for iPhone applications are done through Apple itself, leaving companies such as Boku out in the cold. If other vendors – including RIM, Palm Inc, Google, Microsoft and even application platforms like Facebook – stay in-house to develop the technology, there isn’t much need to go shopping. That could well hurt the valuations of mobile payment startups, even those that survive this current period of consolidation.

Could ad slump lead to ValueClick exit?

-Contact Thomas Rasmussen

Recently, we’ve covered the hardships of online advertising companies. However, for a clear example of just how tough the environment really is, we point to the weakness at ValueClick, one of the few remaining publicly traded pure-play advertising firms. Amid an advertising slump and tough competition, the vendor has seen its first-quarter revenue decline 20% from the same quarter last year and its own projections point to a similar decline for the current quarter. With the advertising market seemingly trapped in the doldrums for the foreseeable future, we wonder if an opportunistic acquirer might consider a run at ValueClick.

ValueClick trades at an enterprise value of about $800m. This is about half its 2008 high, and down about two-thirds from 2007, when Google and Microsoft were throwing billions of dollars around to secure market leadership. With $592m in trailing 12-month (TTM) revenue, the company trades at a scant 1.3x sales. This is a far cry from the multiples paid for aQuantive and DoubleClick of 10x TTM sales and 12x TTM sales, respectively.

With $100m in cash and no debt, ValueClick CEO Tom Vadnais has indicated that the company is interested in doing some shopping of its own. However, given the dire state of the economy, we think a takeout is a much more plausible outcome over the next year or so. The potential acquirers include the usual suspects such as Microsoft, Google and IAC/InterActiveCorp; soon-to-be-independent AOL; and large media companies. However, we would hasten to note that most of these vendors have full traditional advertising portfolios, so an acquisition of ValueClick would merely be for boosting market share.

What’s on NICE Systems’ shopping list?

Contact: Brenon Daly

After being out of the market for more than a year, NICE Systems is looking to do deals again. The Israeli company inked a pair of asset purchases in 2008, with a total bill just shy of $20m. Those pickups came after NICE made its largest acquisition to date, the $280m cash-and-stock purchase of Actimize. With no debt and some $530m in cash and equivalents, NICE certainly has the means to do deals. The firm didn’t offer a peak at its shopping list, but said Tuesday at the RBC Technology, Media and Communications Conference that it will be active.

As its most-significant acquisition, the addition of Actimize bolstered NICE’s analytics offering, helping to expand the number of applications the company sells. (Actimize has also thrived under NICE. We understand that the startup has doubled its revenue to $60m in the two years since NICE acquired it.) Founded in 1986, NICE sold recording technology for call centers for much of its corporate life. In the past year or so, it has expanded into additional applications, such as workforce management, customer feedback and governance, risk and compliance. Roughly three-quarters of NICE’s revenue comes from its enterprise business, with the rest coming from its security unit.

Of course, the market has been speculating on and off for many years about a large deal by NICE involving a combination with archrival Verint Systems. However, valuing any potential transaction remains a challenge because of Verint’s majority owner, Comverse Technology. (Yes, that’s the company that has been wracked by allegations of fraud and options backdating scandals, with its founder and former CEO living on the lam in Africa. The company’s financial statements are also woefully out of date.) We understand that Comverse retained a banker some time ago to help sell off some assets. If Comverse wanted to reheat that effort and shed Verint, we’re pretty sure that NICE would put aside historical rivalries and consider that consolidation play.

Intuit-PayCycle: A kind of homecoming

by Brenon Daly

Looking at Intuit’s acquisition of PayCycle Inc, we might note that the alumni network can pay off – and pay off big. Intuit picked up the payroll services startup earlier this week for $170m in cash. We understand that PayCycle generated only about $30m over the previous four quarters, meaning Intuit paid an estimated 5.7x sales. (Granted, by looking solely at revenue, we’re arguably shortchanging PayCycle. The company, which has some 85,000 customers, sells its payroll services on a subscription basis, meaning revenue substantially lags actual contracts it has billed.) In a somewhat unusual mandate, Goldman Sachs advised Intuit, while Lane, Berry & Co., now owned by Raymond James & Associates, advised PayCycle.

There are a number of connections between Intuit and PayCycle. The Palo Alto, California-based startup was founded by a pair of former Intuit executives (Martin Gates and Rene Lacerte) who then turned the company over to Jim Heeger, Intuit’s former chief financial officer. Also, board member David Hornik of August Capital formerly drew a paycheck from Intuit, as did fellow investor Tom Blaisdell of DCM.

For sale: Supercomputer startup SiCortex

Contact: John Abbott

Supercomputer vendor SiCortex appears to have run out of funding options and has put itself up for sale. Gerbsman Partners has been retained to find a buyer for the assets, including the intellectual property, in whole or in part. Founded in 2003, SiCortex sought to lower the cost of developing a supercomputer by sourcing up to 80% of its chip development from off-the-shelf components, primarily multiple low-cost MIPS cores, leaving only 20% of the work to do on custom logic. There are three families of systems, Desktop, Department and Division, ranging from 72 to nearly 6,000 processors. A big selling point was energy consumption, with claims of 60-80% less electricity use than Intel-based clusters. The technology approach is similar to that of IBM’s Blue Gene supercomputers, except that SiCortex was aiming at the bottom 50,000 supercomputer users, rather than the top 500.

Over the years the company raised $68.1m in funding from Flagship Ventures, Polaris Venture Partners, Prism Venture Partners, JK&B Capital and Chevron Technology Ventures. It also acquired the PathScale multicore compiler suite from Qlogic in August 2007. A year later, ex-Novell executive Chris Stone was hired as CEO in hopes of taking SiCortex into its next phase of growth. Momentum appeared to be gathering: 75 computers shipped to customers (including NASA, Lockheed Martin and Argonne National Laboratory), 300 applications up and running plus first-quarter revenue doubling from the previous year. Gross margins were more than 50%.

Sealed bids to Gerbsman are due by June 25. However, with the venerable Silicon Graphics recently selling to Rackable Systems for less than $50m, the prospects for a richly valued sale of SiCortex don’t look very good. We would also note that fellow supercomputer systems startups Fabric7 and Panta Systems have already closed their doors. Look for a full report on the sector in tonight’s MIS sendout.