A four-bagger for VMware

Contact: Brenon Daly

If the virtualization thing doesn’t work out for VMware, the company could always spin off a hedge fund. At least that’s what we’ve been thinking as Verizon Communications’ purchase of Terremark Worldwide appears set to close very soon. When the deal does wrap, VMware will walk away with a tidy windfall from a savvy bet that the virtualization kingpin made on the hosting provider back in mid-2009.

Recall that in May 2009, VMware picked up a 5% stake in Terremark for $20m, paying just $5 for each of the four million shares. According to terms, that block of equity will be worth $76m when it comes time to cash out to Verizon, which is paying $19 for each Terremark share. A four-bagger in just a year and a half is a return that might even make John Paulson envious. The gain on VMware’s investment in Terremark even outpaces the return of its own highflying stock, which has ‘only’ tripled in that time.

Juniper back in the market — and how

Contact: Brenon Daly

Just nine months after Juniper Networks picked up a small stake in Altor Networks through the startup’s second round of funding, the networking giant decided Monday to take home the whole thing. Juniper will hand over $95m in cash for the rest of the virtual firewall vendor. (Altor had raised around $16m in backing, including the undisclosed investment from Juniper.) At the time of the investment, Juniper said it planned to develop an ‘even closer’ relationship with Altor, its primary virtualization security partner. See our full report on the deal.

The purchase of Altor stands as Juniper’s fifth acquisition this year, and brings its M&A spending to almost $400m so far in 2010. That’s fairly remarkable activity, considering that Juniper had been out of the market for a half-decade. And with the exception of its recent pickup of Trapeze Networks, Juniper’s buys have been big bets on small companies. The networking giant has paid $70m-100m each for Ankeena Networks, SMobile Systems and Altor – and we gather that all three of the target companies were running in the single digits of millions of dollars.

Recent Juniper acquisitions

Date Target Deal value Rationale
December 6, 2010 Altor Networks $95m Virtualization security
November 18, 2010 Blackwave (assets) Not disclosed Internet video content delivery
November 16, 2010 Trapeze Networks $152m Wireless LAN infrastructure
July 27, 2010 SMobile Systems $70m Mobile device security
April 8, 2010 Ankeena Networks $69m Online media content delivery

Source: The 451 M&A KnowledgeBase

BMC adds to automation capabilities

by Brenon Daly

BMC Software hopes its latest purchase will make life easier for database administrators (DBAs) and systems operations. The management giant on Friday picked up longtime partner GridApp Systems, adding the startup’s database automation offering to its broader automation and management portfolio. GridApp automates tasks such as database provisioning and patching – mundane and time-consuming chores for DBAs, but ones that are critical for security and compliance reasons. Additionally, it enhances BMC’s full-stack automation capabilities.

The importance of this technology was highlighted (in part, at least) by another acquisition earlier this year. In late August, Hewlett-Packard reached for Stratavia, a startup that had begun life as a database management vendor but expanded into application-layer automation as well. (Pacific Crest Securities advised Stratavia, while GrowthPoint Technology Partners banked GridApp.) Even if the technology in the two deals doesn’t line up exactly, we understand that the valuations are nearly identical. Both GridApp and Stratavia, which were small, nonetheless garnered a 10 times multiple.

3Leaf ends up at Huawei – but will it be staying there?

Contact: John Abbott

Six months ago, I/O virtualization startup 3Leaf Systems disappeared from our radar screens. A little digging around more recently revealed that key staff members had scattered. VP of marketing Shahin Kahn was now at ORION Marketing Group, a consulting firm, with other ex-Sun Microsystems colleagues. CEO B.V. Jagadeesh had turned up as CEO of Virtela Technology Services, a managed network, security and technology services company. In his company biography he revealed that 3Leaf had been sold in a ‘private transaction.’ The trail of clues led on to Bob Quinn, founder and CTO of 3Leaf, who could be traced (via his LinkedIn profile) to Chinese telecom equipment maker Huawei Technologies, where he was now acting as a consultant. We surmised, and later received confirmation, that Huawei was the new owner of 3Leaf’s technology.

Two weeks ago, Huawei submitted an application to CFIUS – the US government’s Committee on Foreign Investment in the United States – including its first public statement that it had acquired 3Leaf in May. No details emerged other than that only the intellectual property and 15 of the 50 employees had been obtained in a transaction worth around $2m. According to CFIUS, Huawei should have requested permission from the committee. Huawei said it regarded the deal as a patent sale and hiring exercise and so believed it didn’t need to clear it with CFIUS. In 2008, the company abandoned its bid for 3Com due to US security terms. Hewlett-Packard stepped in to acquire 3Com a year later. More recently, Huawei has faced opposition to a proposed equipment-supply partnership in the US with Sprint Nextel over security concerns.

Aside from all this, the deal is a sorry – and somewhat worrying – end for 3Leaf, which raised roughly $67m from VCs Alloy Ventures, Enterprise Partners Venture Capital and Storm Ventures, as well as money from strategic investors Intel and LSI. 3Leaf was working on what should be a hot sector, I/O virtualization, but perhaps it entered the market too early. Its first product, the V-8000, first shipped in May 2007, but used a somewhat proprietary approach due to the lack of standards at the time. The company effectively started all over again in 2009 with plans to build new technology for virtualizing CPU and memory resources across x86 server clusters. It was looking for deals from OEMs, although there were also plans to sell prepackaged versions based on SuperMicro servers. However, 3Leaf needed more money to fund the ongoing research, and those efforts appear to have been unsuccessful.

3Leaf looked promising when it was founded, but early technology decisions led it down a blind alley. There may be some value in its patents and certainly more in the experience of its engineers, but it seems unlikely that, if CFIUS forces Huawei to sell the assets it’s bought, there will be many takers. If one is found, it’s likely to be a major server vendor with networking pretensions such as HP or IBM, or an I/O and networking adapter specialist such as Emulex or QLogic. Meanwhile, other startups in closely related areas – including ScaleMP, NextIO, Numascale, RNA Networks, VirtenSys and Xsigo Systems – soldier on.

A bidding war (of sorts) between the virtualization vendors

Contact: Brenon Daly

The tech industry has another bidding war. No, we’re not talking about the parrying over 3PAR or even the private equity shops slugging it out over Phoenix Technologies, a company that had largely been consigned to the corporate ash heap. Instead, we’re talking about the latest M&A moves by the virtuosos of virtualization, Citrix Systems and VMware.

Citrix opened the bidding with one deal earlier this week, putting its chips on virtualization management startup VMLogix. One day later, VMware matched the bid of one acquisition and then raised it another one. In a rare twin billing, VMware said it would be taking home both performance analytics startup Integrien as well as identity and access management vendor TriCipher. VMware’s two deals in a single day (do we call the amalgamated company ‘Trintegrien’?) brings its total number of acquisitions so far this year to five, after just one in all of last year. For its part, Citrix had been out of the market entirely since November 2008 before announcing the VMLogix purchase.

Of the three deals, the one that caught our eye was VMware’s pickup of Integrien. That might have been due to the astronomical multiple the startup garnered. We understand that the company, which was only running at about $2m in revenue, went for about $100m. Of course, looking at this transaction on a revenue multiple largely misses the point. Instead, as my colleague Dennis Callaghan notes in his report on the deal, the move makes VMware a legitimate contender in the IT performance management market and could hurt opportunities for other IT performance management vendors looking to sell into the vast VMware installed base.

The acquisition came just one day after Integrien released a special version of its flagship predictive root cause analysis software for VMware environments, so the two sides clearly knew each other. In fact, we gather that the two sides knew each other so well they negotiated directly, without an outside adviser. The VMware team was led on the Integrien deal by Alex Wang. Meanwhile, on the day’s other transaction, America’s Growth Capital advised TriCipher, while Jason Hurst, who recently joined VMware after a long stint as a software banker at Citigroup, led the buyside effort.

A clear return and ‘cloudy’ outlook for Tripwire’s only deal

Contact: Brenon Daly

Exactly a year ago, Tripwire made its first and only acquisition in its 14-year history, picking up the assets of Activeworx. The tiny startup added log management technology to Tripwire, an IT configuration and compliance vendor. The deal itself, which only set Tripwire back about $3m, was a fittingly quiet purchase of a company that had lived a pretty quiet life. On Thursday, Tripwire took that technology to the cloud.

Although Tripwire actually closed its pickup of Activeworx last August, it only began talking about its log management offering, which is based on the acquisition, earlier this year. It also only began selling its log management offering earlier this year. As it was rolling out the offering, we noted that the log management market looked awfully crowded. But so far, Tripwire appears to be getting a solid return on its Activeworx buy. From a standing start, Tripwire’s Log Center business has generated about $2m of license sales in the first two quarters of 2010. (And to be clear, that’s GAAP revenue, as listed in the company’s latest amendment to its S-1 filed with the SEC, not some loosey-goosey figure that has been rounded way up.)

Granted, the Log Center contribution is still a small slice of the $18m in total licenses it has sold over the same period, and an even smaller portion of the $40m it tallied as total first-half 2010 revenue. But for a new product introduction, that’s a strong start out of the gate. And today, Tripwire announced a partnership with Terremark through which the datacenter provider will now be offering Log Center to its clients. The on-demand compliance and security arrangement between the two companies marks the first cloud offering from Tripwire.

Having its inaugural acquisition already producing revenue at a strong clip, we suspect that Tripwire will look to return to the market. The only question in our mind is what corporate structure Tripwire will have when it goes shopping again. Will it remain a privately held company, or will it see through its IPO filing and join the ranks of the Nasdaq-listed companies? Or will it – as we have speculated in the past – get snapped up by a larger vendor? From what we’re hearing now, however, a Tripwire trade sale is looking less likely than earlier in the summer. From our perspective, two of the companies that would head any list of likely buyers for Tripwire (McAfee and Hewlett-Packard) have their own M&A events to sort through right now.

Desktop virtualization could lead to real security deals

Contact: Brenon Daly, Steve Coplan

Despite virtualization sweeping datacenters and now serving as a cornerstone of cloud computing, virtualization security has largely been an afterthought. Few startups focused on this market are generating much revenue, and M&A activity has been muted, both in terms of deal flow and valuations.

For instance, VMware – the kingpin of virtualization, which sits on nearly $3bn in cash and has spent hundreds of millions of dollars on acquisitions in other markets – has made only tiny moves around security. It reached for Blue Lane Technologies in October 2008 for what we believe to be less than $10m. (Blue Lane was one of about 20 initial partners in VMware’s VMsafe, which was introduced in early 2008.) That purchase came almost a year after VMware added hypervisor security vendor Determina for an estimated $15m.

Things may be about to change. My colleague Steve Coplan has written in a new report that the rise of desktop virtualization is likely to make security much more of a central concern. But as he notes, it’s not immediately clear which companies will actually be providing the security – the virtualization vendors, security firms or perhaps even management software providers? He looks at the rationale for all three groups as acquirers, and even lays out a few scenarios in the report.

Imagining ‘what if’ on Tripwire

Contact: Brenon Daly

As we were skimming through Tripwire’s recently filed IPO paperwork, we couldn’t help but wonder ‘what if….’ Specifically, we were wondering what the company would be like if it had gone for the other exit and taken the rumored offer from BMC more than three years ago. At the time, Tripwire was only about half the size it is now and nowhere near as profitable. But with the benefit of hindsight, it’s almost certain that Tripwire would have been valued at a much richer multiple in a trade sale during a time when M&A dollars were flowing freely (late 2006-07) than by going public in the current bearish environment.

To be clear, that’s not a knock on Tripwire. As we highlight in our report on the proposed offering, the company has a solid growth story to tell Wall Street: six consecutive years of revenue growth, while generating cash in each of those years. Instead, it’s just a reflection of the dramatic change in the valuation environment over the past three years. Consider this: In March 2008, BMC paid roughly 11 times trailing sales and 9x projected sales for BladeLogic, a valuation that wasn’t at all out of whack for the fast-growing datacenter automation vendor. (It was actually lower than what Hewlett-Packard spent on Opsware, a BladeLogic rival.)

While we have no idea what kind of valuation BMC was kicking around for Tripwire at the time, we have to believe it’s above the multiple we have penciled out for the IT security and compliance vendor in its market debut. Because of the bear market, we figure Tripwire will probably come public at about $300m. If that initial valuation holds more or less accurate, it will value Tripwire at basically 4x trailing sales and 3x projected sales – just one-third the valuation that BladeLogic got in its sale.

Cavium’s quick moves on MontaVista

Contact: Brenon Daly, Jay Lyman

It was hardly surprising when embedded OS vendor MontaVista Software got snapped up earlier this week. In fact, my colleague Jay Lyman put MontaVista at the top of his hit list for targets in the market in his report back in August. After all, the company was a pioneer of the embedded space and was a clear leader among startups chasing this opportunity. MontaVista was running at about $30m in sales, and we understand that the vendor was targeting $40m and a few million dollars in profit in 2010. What did surprise some observers (including us, to some extent) was the buyer: Cavium Networks. Cavium will pay $50m ($16m in cash, $34m in equity) for MontaVista.

Along with much of the market, we expected IBM to reach for MontaVista as a way to match Intel’s acquisition of Wind River in June. Wind River stands as the giant in the embedded OS sector with revenue about 10 times higher than MontaVista. In a rather uncharacteristic transaction for Intel, the chipmaker paid $884m for Wind River. Several sources indicated that Big Blue, which was a heavy user of Wind River software for its embedded Power chip business, was the cover bidder for the company. Whether or not that’s the case, we understand that IBM’s interest in MontaVista was fitful and ultimately hinged on Big Blue being able to cobble together a coalition of other processor providers. As that effort dragged on, we understand that Cavium moved quickly and wrapped up the deal in about a month.

Microsoft pals up with Opalis?

Contact: Brenon Daly, William Fellows

Having already seen a trio of notable runbook automation (RBA) startups get snapped up by major tech players, we’re now hearing buzz about another pairing. Word is that Microsoft has snagged Opalis Software for about $60m, according to both financial and industry sources. Opalis, which has raised $25m in venture backing, is thought to be running at about $10m in revenue – a much higher level than its rivals at the time of their acquisitions. Current CEO Todd DeLaughter is the former head of Hewlett-Packard’s OpenView division.

The rumored deal comes more than two years after a pair of high-multiple RBA pickups put the focus on the sector, and a year since the industry’s most-recent significant transaction. In March 2007, Opsware (now part of HP) spent $54m in cash and stock for iConclude, and four months later, BMC paid $53m for RealOps. Both iConclude and RealOps had only just started to produce any revenue at the time of their respective purchases. And exactly a year ago, CA Inc reached for Optinuity, which we understand was also generating sales in the low single digits of million of dollars.

As that wave of consolidation swept through the RBA market, Opalis positioned itself as an independent alternative to the offerings from the system management giants. Of course, that would be lost if the company does indeed end up belonging to the Redmond behemoth. It wouldn’t be surprising if Microsoft does announce the deal. We understand that the company had a preliminary look or two at Optinuity before that startup sold to CA a year ago. More significantly, Microsoft and Opalis announced in late April a joint technology agreement that saw, among other things, Opalis integrated into Microsoft’s System Center Operations Manager 2007 and System Center Virtual Machine Manager 2008 consoles.