Sourcefire: No sale turns into a great deal

Contact: Brenon Daly

With Barracuda Networks looking to gobble up Austrian IT security vendor phion, we thought we’d look back on the other time the rapacious privately held firm eyed a public company. Last summer, Barracuda launched an unsolicited bid for Sourcefire, initially offering $7.50 per share but later raising that to $8.25. The bumped-up bid valued Sourcefire at roughly $215m, but that wasn’t enough for Sourcefire’s board of directors.

We’ve noted in the past that the decision by a company to go it alone can prove very costly to shareholders, at least in the near term. Removing the takeout premium and letting a company trade on its own fundamentals can end up crushing a stock. Recovering that lost ground can be a long and painful process. (Just ask shareholders of Yahoo and Mentor Graphics, who see shares in those companies changing hands these days at just half the level that suitors were willing to pay for them last year.)

However, it’s a completely different story for Sourcefire. It has actually turned out to be one of those rare cases where a target says a bid ‘undervalues’ the business and Wall Street agrees. After telling Barracuda to buzz off, Sourcefire shares got dragged down by the recession and traded below the bid until early April. But since then, the stock has surged to its highest level since the vendor went public in March 2007. Sourcefire shares are currently trading at about $20, or nearly 150% higher than the price Barracuda was willing to pay for them. Looked at another way, Sourcefire’s decision to stay independent has created more than $300m of additional value for its shareholders than the Barracuda bid would have delivered.

Barracuda bites again

Contact: Brenon Daly

A ravenous eater, Barracuda Networks has now gobbled up four companies in the past 14 months. (And that doesn’t even count the privately held security company’s unsolicited bid in May for publicly traded Sourcefire, the Snort vendor.) Barracuda’s latest bite is backup and recovery company Yosemite Technologies. The company will be lumped in with the technology Barracuda picked up in November 2008 when it bought another backup vendor, BitLeap.

As we have chronicled, Yosemite evolved from a tape-based backup vendor to a disk-based one, and then added technology for continuous data protection for notebooks and laptops with the acquisition of early-stage FileKeeper. We understand that Yosemite, under the leadership of storage veteran George Symons, had been investing heavily in commercializing the technology. However, we suspect that fully realizing the value of the FileKeeper technology would have likely required another round of funding, which is tough to come by these days.

Instead, Yosemite opted for a sale to Barracuda. Terms weren’t disclosed, but a Barracuda insider once characterized the company’s approach to M&A to us this way: ‘We don’t mind picking through the boneyard.’ Barracuda has already built a powerful distribution channel to SMBs, so it just wants more products to push through that. With data protection covered, where might Barracuda look next? Our bet is that it is still interested in WAN traffic optimization (WTO). As we have noted, Barracuda CFO David Faugno knows the market well, having served as the top numbers guy at WTO vendor Actona Technologies before its sale to Cisco.

Barracuda’s deals

Date Target Rationale
September 2007 NetContinuum Web application security
November 2008 BitLeap Backup and recovery
November 2008 3SP SSL VPNs
January 2009 Yosemite Technologies Backup, data protection

Source: The 451 M&A KnowledgeBase

Still hot for Sourcefire?

My security colleagues, writing on their Plausible Deniability blog, recently took a look at widening spread between Barracuda Networks’ unsolicited bid and Sourcefire’s current stock price. They noted that although Sourcefire shares briefly nosed above the $8.25 bid floated by privately held Barracuda, the shares have basically retreated back to the level they were before Dean Drako came calling in late May. Well, the spread turned into a gulf Monday, as Sourcefire stock dropped a buck to just $5.97, the lowest level since the unsolicited bid surfaced. For any arb out there, we would note that’s a 27% discount to Barracuda’s bid.

Lessons from a big Yahoo

Talk about being thrown straight into the shark tank (or more accurately a barracuda tank): John Burris has agreed to step from the board to the CEO spot at Sourcefire. The appointment comes just two weeks after Barracuda Networks made an unsolicited offer for the network security vendor. We noted that the low-ball bid of $7.50 per share from Barracuda – an aggressive company that lives up to its name – will likely set the ‘floor price’ for any sale of Sourcefire. (Since the bared-teeth bid was revealed, Sourcefire’s long-suffering shares have closed above the offer price in every trading session, finishing Wednesday at $7.92. The $0.42 difference equates to about a $10m gulf between what the market says Sourcefire is worth and what Barracuda says the company is worth.)

The fact that Sourcefire – which had been looking for a chief executive replacement since February – stayed in-house to fill the top spot makes us wonder if the company hasn’t resigned itself to a sale. Don’t forget that Sourcefire was supposed to be sold to Check Point Software Technologies more than two years ago – at a higher price than its current valuation, no less. And although we are far from experts in employment contracts, we saw nothing in Burris’ agreement that would make an acquisition of Sourcefire prohibitively expensive. Certainly nothing like the employee severance plan at Yahoo, which is effectively a poison pill.

Indeed, Burris may well look at the tenure of Yahoo’s Jerry Yang during Microsoft’s unsolicited approach to the search engine as a quick executive lesson in how not to handle M&A. On the no-no list: refusing to talk to a suitor, erecting all sorts of obstacles to consolidation and, above all, continuing to insist that you know best in creating value at a company – even when all evidence points to the contrary. “I bleed purple,” Yang said at one point, using Yahoo’s signature color to demonstrate his closeness to the company he helped found. Yang may see it that way, but Carl Icahn and other Yahoo shareholders don’t particularly care. They’re very clear that blood is red, just as money is green. We think Burris – whose connection to Sourcefire only dates back to March and who previously headed up sales at Citrix Systems – won’t suffer a similar case of color blindness.