Where to go after the sale?

Contact: Brenon Daly, Thejeswi Venkatesh

In an effort to bolster its Smart Grid offering, Siemens AG reached earlier this week for eMeter, a company that the German giant had invested in three years ago. The sale comes after San Mateo, California-based eMeter had looked to raise a round of funding last summer, on top of the roughly $70m it had already raised.

Along with Siemens, other investors in eMeter included Foundation Capital, Sequoia Capital and Northgate Capital. And while the returns may not have been electrifying (if you’ll pardon the pun), we understand that the investors will actually book a decent gain. (Subscribers to The 451 M&A KnowledgeBase can click here to see our record of the transaction, which includes our estimates for both the revenue and sale price of eMeter.)

The ink was barely dry on the agreement when rumors started flying about what eMeter CEO Gary Bloom would be doing now that he has free time on his hands. (Understandably, he won’t be joining Siemens when the deal closes this month.) A longtime former Oracle executive, Bloom is perhaps best known for heading up Veritas at the time of its sale to Symantec, the largest-ever software transaction.

The most intriguing bit of gossip around a possible job for Bloom is that he may step into a senior sales role at BMC, a company where he also serves on the board. Candidly, the Houston-based company could use some additions in that area, as it has seen a number of key departures of sales executives (Luca Lazzaron, Jim Drill) in the past few months. Once a steady performer, BMC has come up short of Wall Street estimates recently. The sluggish growth has clipped one-third of the value of BMC shares since last summer, sending them to their lowest level in more than a year.

Hurd to join PE herd?

Contact: Brenon Daly

With this latest scandal, it’s clear that executives at Hewlett-Packard have lost their way from the ‘HP Way.’ The fairness and mild-mannered approach that once characterized the tech giant has been replaced by a leadership that in recent years has either engaged in or condoned spying, padded expense accounts and played out their own version of Dangerous Liaisons with a former actress in soft-core movies. (Although we’ve been assured that those get-togethers were not sexual, bien sur). Where leaders of HP were once patrician, they now look paranoid; once venerable, they now look venal.

Not that such ineptness and indiscretion will necessarily hurt erstwhile executives from HP. First, it was Carly Fiorina. Despite a largely vacuous tenure that included a misguided purchase of Compaq (not to mention an even more misguided attempt to buy PricewaterhouseCoopers a decade ago), Fiorina is now as likely as not to find her way to the US Senate, representing the most populous and influential state in the union. We suspect that Fiorina’s successor – the recently dispatched Mark Hurd – will likewise land on his feet.

Our guess as to where he’ll work? Private equity (PE). If we think about it, Hurd has already shown many of the skills required to work in a buyout shop. He’s overseen acquisitions of fallen businesses of questionable relevance (3Com) and even questionable viability (Palm Inc). He’s wielded a sharp knife in the name of operational efficiency, trimming tens of thousands of workers from the HP payroll as well as services giant EDS, the $13.9bn purchase two years ago that stands as Hurd’s legacy deal.

And finally, as some critics might point out, Hurd has also demonstrated a PE-style ability to line his own pockets all the while. Despite acknowledging that he failed to live up to HP’s code of conduct – a code, incidentally, that he trumpeted – Hurd’s severance package will give him some $12m in cash plus equity compensation that could be worth twice that amount. To be fair, some of the golden parachute comes from the fact that HP shares have doubled during Hurd’s tenure. And in the end, it’s his Wall Street performance, rather than his corner office peccadilloes, that could very well find him in demand at a buyout shop.

Spring cleaning

Contact: Brenon Daly

For many tech companies, it’s time for a bit of spring cleaning. Specifically, there’s been a fair amount of sweeping out of corner offices. Last week saw Time Warner turn over the reins of its struggling AOL unit to a former Google sales executive. (Yes, we share the puzzlement around Tim Armstrong’s move.) Today, Internap Network Services got a fresh face at the top as wheeler-dealer Eric Cooney had his first day as chief executive at the beaten-down networking company. And in just two weeks, John Thompson ends a decade-long run as CEO of Symantec, turning over the security and storage giant to current COO Enrique Salem.

Amid all these moves, we wonder if the sweeping changes in companies’ executive suites will be accompanied by some sweeping out of companies’ portfolios. In the case of AOL, we’re pretty sure that the new appointment will hasten a sale of the unit. (My colleague Thomas Rasmussen noted last summer the concerning ‘lack of urgency’ at Time Warner over AOL, even as subscribers continued to plummet.) When Symantec announced last November that Salem would take the top spot, we speculated that NetBackup, Symantec’s backup and recovery unit, could find its way onto the auction block.

But what about today’s appointment at Internap? We wonder if the new leadership might not take a fresh approach to its underperforming content delivery network (CDN) unit. Internap’s big move into CDN came in October 2006, when it paid $217m in stock for VitalStream Holdings. Internap has acknowledged that it overpaid for the company, writing down a chunk of the purchase price.

And, as my colleague Jim Davis noted in a Tier1 report last week, the performance of Internap’s CDN business has lagged that of its rivals. In fact, Internap’s CDN unit has posted revenue declines for three straight quarters. We would hasten to add that the company’s just-appointed CEO has a solid M&A record behind him. In his previous post as head of Tandberg Television, Cooney oversaw a number of acquisitions before selling the company to Ericsson in early 2007. Could he be planning some dealmaking around Internap’s CDN business?

Post-acquisition decapitation

The write-offs from wrong-headed acquisitions just keep coming. And we don’t mean just financial write-offs. Instead, we’re referring to the practice of a company’s board ‘writing off’ the executives who crafted a deal. This week’s high-profile example came when Alcatel-Lucent finally tossed overboard the two architects of ‘la grande fusion.’ Since that deal was announced in April 2006, the combination has incinerated some $20bn over shareholder value, leaving the telco equipment vendor with a market capitalization of just $13.6bn. (That’s less than the sales the company posted in 2007.) That two-year performance finally got Serge Tchuruk, the company’s chairman who represents the Alcatel side of the combination, and Patricia Russo, the Lucent legacy, shown the door.

This house-cleaning at Acaltel-Lucent comes just two weeks after AMD kicked Hector Ruiz upstairs. In virtually the same breath that AMD announced Ruiz would be relieved of his CEO post but continue as chairman, the company said it will divest much of the business it picked up with its $5.4bn purchase of graphics chip maker ATI Technologies. Announcing the deal two years ago, Ruiz said his combination offered ‘limitless’ possibilities for innovation. Instead, the future of AMD looks rather limited, in large part because of the $2.5bn it borrowed to cover its disastrous purchase of ATI. AMD’s total debt stands at $5bn, compared with just $1.6bn in cash.

Meanwhile, a chief executive who we’ve always thought must be on the hot-seat for a misguided acquisition appears to have gotten a bit of a reprieve this week. Symantec CEO John Thompson said Wednesday that fiscal first-quarter sales of its backup products outpaced overall revenue growth. That reverses the recent weakness in the company’s storage offering, which Symantec acquired with its $13.5bn purchase of Veritas in December 2004. Wall Street applauded the company’s report, with shares up about 10% since Wednesday. Still, Thompson has yet to recognize much value from the three-and-half-year-old purchase of Veritas. Symantec shares, which changed hands at $21.74 midday on Friday, are still about $6 below where they were when the company picked up Veritas. Perhaps that goes some distance to explaining the loose rumors this week that something big – possibly the much-discussed divestiture of the storage business or even an outright sale of the company – was brewing at Symantec.

Leading the acquisition

Deal Stock performance since deal Status of acquiring company CEO since deal
Symantec-Veritas, Dec. 2004 Down 35% John Thompson, CEO since April 1999, continues to serve
Alcatel-Lucent, April 2006 Down 61% CEO Russo and chairman Tchuruk ousted this week
AMD-ATI, July 2006 Down 77% Long-time CEO Hector Ruiz replaced in mid-July
Secure Computing-CipherTrust, July 2006 Down 51% Chairman and CEO John McNulty replaced in April

Source: Company reports, The 451 M&A KnowledgeBase

Sizing up Secure Computing

In many ways, Secure Computing’s divestiture of its authentication business to Aladdin Knowledge Systems raises more questions than it answers. Secure’s rationale for the sale is pretty simple: pay down some debt and get out of a sideline business that’s dominated by RSA and has a solid number two in Vasco Data Security. (For the record, Vasco is about four times the size of Secure’s SafeWord business and runs at a highly respected 25% operating margin.)

So it’s pretty clear why Secure was a willing seller (in fact, we hear that Secure had been a willing seller of the business for more than a year). Less clear is why Aladdin was a willing buyer of the property – at a relatively rich price of 2x sales, no less. Aladdin investors chose not to stick around for the company’s explanation of why it was willing to shell out two-thirds of its cash holdings for a product line in a cutthroat market. They fled the stock, trimming 14% off the price and sending Vasco to its lowest level since January 2004.

Of course, Secure has had an even rougher run of it on the market recently, as the company has come up short of Wall Street estimates for the past two quarters. Shares of Secure currently change hands lower than they have at any point during the past half-decade. Since the beginning of the year, the stock has shed 60%, a decline that recently cost longtime CEO James McNulty his job.

The long, uninterrupted slide in Secure’s valuation raises an even larger question about the divestiture: Was the sale of SafeWord just a prelude to an outright sale of the company itself? The numbers certainly don’t work against a deal. In fact, Secure is currently valued at basically 1x sales – just half the level it got for the divested property. (Usually, it’s the reverse, with corporate cast-offs getting sold at less than half the overall company’s valuation.)

Any planned acquisition, however, would probably have to go through Warburg Pincus, which holds the equivalent of about 7% of Secure’s common stock, going back to a financing deal it struck to help Secure buy CipherTrust in July 2006 for $264m. Warburg invested $70m at a time when Secure stock was trading at about 3x higher than it is now. With Warburg that far underwater on its holding, we can only imagine the pointed questions the private equity firm will ask Secure.