Category: VC

Q1 M&A: Recession hits deal-making

Brenon Daly

Contact: Brenon Daly

We’ve just finished tallying the first-quarter tech M&A numbers, and the picture is pretty bleak. In the first three months of the year, there were just 625 tech and telecom transactions, with total spending in the quarter hitting a mere $8bn. Compared to the first quarter of 2008, the number of deals dropped by about one-quarter, while spending plummeted 85%.

The main reason for the sharp decline in spending is the disappearance of big deals. In fact, for the first time in the seven years we’ve kept records on tech M&A, buyers didn’t announce a single transaction worth more than $1bn during the quarter. During 2006 and 2007, we saw an average of about 18 deals announced each quarter that were valued at more than $1bn. Even last year, when the current recession began to be felt, we still saw an average of some nine billion-dollar-plus deals each quarter. (However, on Wednesday, which is the first day of the second quarter, Fidelity National Information Services said it would acquire Metavante for almost $3bn in an all-stock deal.) The largest single transaction in the first quarter was Autonomy Corp’s $775m purchase of Interwoven.

Projecting annual totals from a single quarter is hardly an accurate way to predict deal flow, particularly in a lumpy business like M&A. (The Fidelity National-Metavante transaction underscores that.) Nonetheless, we would note that right now, 2009 is on track to post the lowest deal spending totals since the Internet bubble burst. The current low-water mark was hit in 2003, when spending totaled just $61bn. Since then, tech M&A has boomed, with spending in each of the past four years topping $300bn. But the way it looks now, 2009 is shaping up as a year when we could very well measure annual tech M&A spending in the tens of billions of dollars, rather than hundreds of billions of dollars. We’ll have a full report on first-quarter M&A on Thursday.

Quarter-by-quarter M&A totals

Period Deal volume Deal value
Q1 2009 625 $8bn
Q4 2008 721 $40.7bn
Q3 2008 733 $32.2bn
Q2 2008 716 $173.2bn
Q1 2008 835 $55.2bn

Source: The 451 M&A KnowledgeBase

Will mobile payment startups pay off?

-Contact Thomas Rasmussen, Chris Hazelton

In 2006 and 2007, mobile payment startups were a favorite among venture capitalists. The promise of dethroning the credit card companies by bypassing them had VCs and strategic investors throwing hundreds of millions of dollars after such startups. During this time, a few lucky vendors managed to secure lucrative exits. Among other deals, Firethorn, a company backed with just $14m, sold to Qualcomm for $210m and 3united Mobile Solutions was rolled up for $70m as part of VeriSign’s acquisition spree. Recent prices, however, haven’t been anywhere near as rich. Consider this: VeriSign unwound its 3united purchase last month, pocketing what we understand was about $5m. Similarly, Sybase picked up PayBox Solution for just $11.4m, while Kushcash and other promising mobile payment startups have quietly closed their doors.

Last week, Belgian phone company Belgacom took a 40% stake in mobile payment provider Tunz. Tunz has taken in a relatively small $4m in funding since launching in 2007, but with VCs sidelined, we believe this investment was a strategic cash infusion to keep alive the company behind Belgacom’s mobile payment strategy. It may well be a prelude to an outright acquisition. With valuations clearly deflated and venture capitalists nowhere to be seen, we believe mobile service providers are set to go shopping for payment companies. Who might be next?

Yodlee, mFoundry and Obopay are three companies that have made a name for themselves in the world of mobile banking and payments. Each has secured deals with the major banks and wireless companies, but still lacks scale. Further, all of them are facing increased competition from deep-pocketed and patient rivals such as Amazon, eBay’s PayPal and Google’s CheckOut. Still, we believe they are attractive targets for wireless carriers or mobile device makers, who are increasingly on the lookout for additional revenue streams.

In fact, Obopay received a large investment from Nokia last week as part of its $70m series E funding round. Nokia’s portion is unclear, but Obopay tells us the stake gives Nokia a seat on its board. (Additionally, we would note that this investment comes directly from Nokia, rather than its venture arm, Nokia Growth Partners, as has typically been the case). This latest round brings Obopay’s total funding to just shy of $150m. Although we wonder about the potential return for Obopay’s backers in a trade sale to Nokia, the mobile payment vendor would clearly be a great complement to Nokia’s growing Ovi suite of mobile services. (We would also note that Qualcomm put money into Obopay and considered acquiring the company, but instead went with Firethorn.) Likewise, Yodlee and mFoundry’s roster of strategic investors and customers reads like a short list of potential buyers: Motorola, PayPal, Alltel (now Verizon), along with other large banks and wireless providers. Yodlee says it has raised more than $100m throughout its 10-year history, and mFoundry has reportedly raised about $25m.

Oracle M&A: real and rumored

Brenon Daly

Contact: Brenon Daly

Since 2005, Oracle has notched an average of about an acquisition per month each year. Generally speaking, the deals can be sorted into three main buckets: broad horizontal technology purchases, small technology tuck-ins and equally small purchases of companies selling applications for specific industries. Fittingly for a busy buyer, Oracle has one of each of those types of transactions either done or ready to get done. At least, those are the rumors.

First, let’s start with an acquisition that Oracle has announced. On Monday, the vendor said it will pay an undisclosed amount for Relsys, a 22-year-old company that makes safety and risk management software for the pharmaceutical industry. Oracle’s purchase of the Irvine, California-based company comes after it made similar buys for software vendors that serve specific industries, including telecommunications, insurance, retail, utilities and others.

Turning to the speculative transactions, we heard a month ago from several sources that Oracle was interested in picking up Virtual Iron Software. As an example of a technology acquisition, Virtual Iron would add Xen management capabilities to Oracle, which already has a Xen-based hypervisor. And on a larger scale, the market has been buzzing with talk this week about whether Oracle might be mulling a bid for Red Hat. (The open source giant, which reports earnings after today’s close, has seen its shares double since late November.)

While Oracle has reached for open source vendors in the past (Sleepycat Software and Innobase) and still lacks an OS offering in its portfolio, we have doubts that it would make a play for Red Hat. The main reason: Larry Ellison has maintained that his company does not need to have a Linux distribution of its own since it provides support for Red Hat via its Unbreakable Linux program, which was launched in late 2006.

Select platform acquisitions by Oracle

Date Target Price Market
January 2008 BEA Systems $8.5bn Middleware
May 2007 Agile Software $495m Product lifecycle management
March 2007 Hyperion Solutions $3.3bn Business intelligence
November 2006 Stellent $440m Content management
September 2005 Siebel Systems $5.85bn CRM
December 2004 PeopleSoft $10.46bn ERP

Source: The 451 M&A KnowledgeBase

Cisco ‘papers’ purchase of Pure Digital

Brenon Daly

Contact: Brenon Daly

When we wrote recently that Cisco Systems was an unpredictable acquirer, we only covered half of it. Who would have thought (prior to rumors and subsequent official word last Thursday) that Cisco really wanted to buy its way into the consumer electronics market? Much less that the company wanted to enter that space so badly that it would pay what looks a lot more like a 2007 valuation than a 2009 valuation?

We’re referring, of course, to the networking giant’s acquisition last week of Flip camcorder maker Pure Digital Technologies for $590m. As for the valuation, we understand that Pure Digital wrapped up last year with sales of $150m, meaning Cisco paid about four times trailing 12-month sales for the company. Of course, Pure Digital was growing quickly, but we would still note that its valuation is about twice as rich as Cisco’s current valuation. (There were no bankers on either side of deal, we’ve been told.)

The concern about Cisco’s valuation is more than an academic issue for Pure Digital. After all, it took payment in Cisco shares, rather than cash. And that’s the other part of Cisco’s unpredictability. According to our records, the Pure Digital purchase was the first time Cisco has used its equity to acquire a company in more than four years. (The last time Cisco did a paper deal was its $450m pickup of wireless LAN switch vendor Airespace in January 2005.)

Since then, Cisco has inked some 42 transactions with a disclosed deal value of $13.4bn. And of course, the company still has its well-reported $29bn in cash on hand. That level won’t change due to Pure Digital. We can only speculate why Pure Digital’s backers chose to take Cisco stock rather than cash in this economic environment. But we would note that this isn’t the first time that one of Pure Digital’s backers has taken a slug of Cisco equity. Way back in 1987, Sequoia Capital’s founder Don Valentine put money into Cisco.

IPO window opens a crack

Brenon Daly

Contact: Brenon Daly

It’s been exactly a year since SolarWinds put in its paperwork to go public. In that time, capitalism has been beaten and bloodied. To underscore that, consider that the late-great Lehman Brothers was one of the original underwriters of the proposed offering. Obviously, that bank has been erased – both on prospectus and elsewhere. Morgan Stanley now serves as the other major bulge-bracket underwriter on SolarWinds’ ticket.

As we noted earlier this month, the tech IPO market has had nothing to offer since the debut of Rackspace in the middle of last year. Last week, Omneon Video Networks pulled its planned IPO, two years after initially filing the paperwork. That withdraw came less than two weeks after GlassHouse Technologies also scrapped its planned debut.

But a funny thing happened after we declared the IPO market dead: We began to see some signs of life. Chinese online game developer Changeyou.com is set to hit the Nasdaq next week. We would guess that planned debut has much to do with the rebound in the Nasdaq, where Changeyou.com intends to trade. Since finishing a month-long slide on March 9, the Nasdaq has gained some 17%. The index has risen from below 1,300 (close to where it bottomed out in October 2002, after the tech wreck) to above 1,500 during Monday’s Treasury-inspired rally.

We wonder if SolarWinds, which has already amended its original prospectus six times, won’t also look to take advantage of this slim opening of the IPO window to go public. Of course, we’ve always thought that SolarWinds could go public in just about any market, given the fact that it mints money. Last year, the company continued to run at an EBITDA margin of more than 50%, even as revenue hit $93m, up from just $38m in 2006 and $59m in 2007.

Not ad(d)ing up

-Email Thomas Rasmussen

Contrary to our pronouncement last year, the online advertising industry is in a tough spot at the moment. Venture funding for these companies has been shut off as the slumping demand for Web-based advertising has hit the sector harder than it anticipated. (At least it’s not as bad as the regular advertising market. As one VC quipped recently, “While the online ad market has caught a cold, the offline ad market has caught pneumonia.”) Still, the decline in the space has created numerous opportunities for buyers looking to pick up scraps.

One such company having a field day in the current environment is Adknowledge. Just this week, the company picked up the advertising business of struggling MIVA for the bargain price of $11.6m. The division has estimated trailing 12-month revenue of about $75m, down sharply from $100m a year ago. The acquisition came after Adknowledge tucked in two small social networking ad networks for less than $2m, much less than the more than $4m the two raised in venture capital. Furthermore, Adknowledge, which has raised an estimated $45m, tells us that it is still shopping.

Of course, it’s not all gloom and doom for the online ad market. One area where there’s actual growth – and at least the promise of rising valuations – is in online video advertising. VCs have put hundreds of millions of dollars into this sector. Their bet: More Web surfers will increasingly look to online videos for information and entertainment. Granted, it’s still a small space. (Consider the fact that YouTube probably contributed only a few hundred million dollars of revenue to Google’s total revenue of $21.8bn in 2008.) Still, the promise is there. Also encouraging VCs in this market is that the online ad giants (Google, Microsoft, AOL and so on) may well need to go shopping to get video ad technology. We recently published a more-thorough report on that, matching potential buyers and sellers.

M&A at Accellos

Brenon Daly

Contact: Brenon Daly

Another supply chain management (SCM) rollup is getting rolling. Colorado Springs, Colorado-based Accellos has already closed four acquisitions and has a letter of intent in place for its fifth. Backed by a handful of private equity (PE) firms, Accellos began shopping back in October 2006 with the double-barreled purchase of Headwater Technology Solutions and Radio Beacon. The pair of deals gave Accellos $15m of combined revenue out of the gate. The company added one company in both 2007 and 2008.

As it was closing the purchase of Prophesy Transportation Solutions last September, Accellos also pulled in a $28.5m second round of financing. (That brought its total funding to $54m, although it still has $20m of that in the bank.) Accellos, which projects that it will wrap this year with some $45m in sales, says it’s only about halfway through its shopping spree. (It’s looking for companies with revenue of $4-8m.) The company indicated at this week’s Montgomery Technology Conference that it will probably need to close a total of 9-10 deals in coming years to hit its goal of more than $100m in annual sales.

If Accellos’ strategy sounds familiar, it’s because at least two other PE-backed companies have also set about rolling up the SCM market. Battery Ventures picked up HighJump Software for $85m last May, and then tacked on BelTek Systems Design last November and Insight Distribution Software a month ago. And since Francisco Partners acquired RedPrairie in May 2005, the company has inked seven acquisitions.

Are earn-outs cop-outs?

-Contact Thomas Rasmussen and Yulitza Peraza

Despite being derided by some as cop-outs, earn-outs are nonetheless popping up more frequently in deal terms. It used to be that the staggered payments were a way to keep the talent at the acquired company from bailing as soon as the ink was dry on the deal. Now, retention isn’t so much the concern, it’s more valuation. Earn-outs are being used to bridge the increasingly wide gulf between buyer and seller expectations.

So far this year, 18% of deals with an announced value of less than $500m had an earn-out provision, up slightly from 15% for the same period in 2008. However, the additional payments are making up a larger part of potential deal values. The average earn-out amounted to half of the deal value in transactions announced so far this year, compared to just one-third during the same period last year. We would attribute that to the leverage buyers have in the current M&A environment as well as their need to preserve cash.

And, anecdotally, we have been hearing that buyers are using their position to set unrealistic terms (thus avoiding payouts down the road, and preserving more of their cash). Consider the case of Mazu Networks, which sold to Riverbed Technology last month for $25m in cash and a potential $22m earn-out. Combined, the upfront and earn-out payments would have nearly made whole the investors in the Cambridge, Massachusetts-based security company. But a closer look at the terms reveals just how unlikely it is that Mazu and its backers will see much – if any – of that earn-out. The reason? To be paid in full, Mazu will have to more than double its bookings by the end of March next year at a time when the economy is shrinking and even tech stalwarts are struggling to post any revenue growth.

IPOs: nothing to offer

Brenon Daly

Contact: Brenon Daly

Security vendor ArcSight marked its first full year on the public market with an unexpectedly solid fiscal third-quarter report Thursday. (That said, my colleague Nick Selby reads between the lines and sees some potential problems at the company, which now sports a market capitalization of nearly $350m.) Heading into the release, ArcSight shares traded essentially where they did when they hit the market last February, though an after-market rally pushed the stock above $11 for the first time in seven months.

The fact that ArcSight is now above its offer price is nothing short of astounding, given that both the Nasdaq and the Dow have nearly been cut in half since the debut of the security company. (Rackspace, which was the only other VC-backed tech IPO in 2008, has likewise been cut in half since going public last summer.) It’s telling that we have to limit our discussion about the IPO market to after-market performance, rather than new issues. Not to put too fine a point on it, but we all know that the IPO market is dead right now. (As if to reiterate that, GlassHouse Technologies on Thursday pulled its planned $100m offering, which it filed in January 2008.)

And even when the market opens up once again for debutants (and we think that date is a long time off), it will almost certainly provide even fewer exits for VC-backed companies than in the past. Sandy Miller, a general partner at late-stage venture firm Institutional Venture Partners (IVP), recently noted that roughly one-quarter of IVP’s past exits had come through an IPO. (Included in that number is ArcSight; IVP was its second-largest holder before the IPO.) In the future, however, Miller projected that the percentage of portfolio companies exiting to the public market would drop to ‘single digits.’

Omniture: the optimistic opportunist

-Contact Thomas Rasmussen

After digesting its $382m double-down acquisition of competitor Visual Sciences last year, Web analytics firm Omniture is bullish on buying. At the Pacific Crest Securities conference last week, the company outlined its M&A strategy, which essentially boils down to one word: opportunistic. It tucked in its struggling competitor Mercado Software for $6.5m in November 2008, adding an estimated $12m to its top line. The company had raised $66m in venture capital over the past 10 years. Omniture told us some of Mercado’s large customers had in fact approached it to do the deal. Moreover, Omniture said its remaining privately held competitors Coremetrics and WebTrends are struggling. The company added that it’s seeing an increasing amount of their customers transition over (some even in mid-contract), and it’s ready to deal, as long as it’s at 2009-type discounts.

Not so fast, say the two firms, which we estimate ring up combined revenue of just south of $200m. WebTrends, which PE shop Francisco Partners took off of NetIQ’s books in 2005 for $94m, says that despite a shakeup in management, the company is well positioned. It cites profitability, consistent quarter-over-quarter growth, its highest revenue quarter in its history last quarter, and says it has no need for further funding from its rich backer. (Reports Thursday indicated that Francisco is set to begin raising a third fund, targeting at least $2bn.) Meanwhile, Coremetrics seems to have overindulged on venture capital, closing a $60m series E round last March, bringing its total raised to date to $111m. We tend to get skeptical when this happens, especially in this environment. However, CEO Joe Davis assured us that having shelved further funding-related expansion plans, the company has the majority of the latest round in the bank. Its January restructuring will return the company to cash-flow neutral this month, and cash-flow positive going forward, and it is on track to grow revenue 20% year over year. The CEO added, “Rumors of my death have been greatly exaggerated by my competitor.”

With more than $80m in cash and short-term investments, its profitable standing and surprisingly upbeat outlook, Omniture can certainly handle a few more tuck-ins. Will it scoop up its feisty rivals? At the moment, it certainly does not look like it. In fact, competitors Coremetrics and WebTrends, which haven’t been in the market since 2006 and 2007, respectively, say they are looking at doing some buying of their own and have the cash to do so.

Omniture M&A

Completed Target Enterprise value Revenue multiple Price per customer
November 2008 Mercado Software $6.5m 0.5x* $32,500*
January 2008 Visual Sciences $382m 5.0x $240,302
December 2007 Offermatica $65m 7.2x* $650,000

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