Less than zero?

The company once known as MathSoft has been cancelled out by the following equation: 1 – 0.5 – 0.5 = 0. The firm made its first subtraction in early 2001, with the divestiture of its core technical calculations software business. That was followed up last week with the sale of the remaining chunk of the company – which sold data analysis software under the name Insightful Corp – to Tibco for $25m. (Along the way, Insightful further whittled off a small sliver of its business, some search assets it sold to Hypertext Solutions, which now does business as Evri, for $3.7m last year.)

If the name MathSoft seems only vaguely familiar, it’s because the old-line firm hasn’t existed for seven years, at least not under its original name and original business. Founded in 1984, the Massachusetts-based company emerged as MathSoft two years later. And while it’s too soon to say whether Tibco’s tiny purchase of Insightful will pay dividends, the former had better hope the acquisition goes smoother than the last one involving Insightful’s CEO. Before running Insightful, Jeff Coombs headed up marketing at Acta Technology – a startup selling ETL technology that was snapped up by Business Objects in mid-2002 for $65m.

Actually, that deal ended up costing Business Objects a fair bit more, in both money and time. The reason? Just a week after the deal was inked, ETL powerhouse Informatica filed a patent infringement case against Acta. That worked its way through the courts for the following four and a half years, until a jury decided a year ago to award Informatica $25m in damages. Tibco, too, has had courtroom headaches from one of its deals, picking up a company that was later sued in the widespread lawsuit over share allocations of IPOs in the bubble era. So both the buyer and seller in this deal have firsthand experience with negative additions through acquisitions. 

Subtraction from MathSoft

Date Event Price
Jan. 2001 Divestiture of core education products division $7m
August 2007 Surviving company Insightful sells search assets $3.7m
June 2008 Insightful sells to Tibco $25m

Source: The 451 M&A KnowledgeBase

VeriSign’s yo-yo diet

We’ve noted several times in the past that former binge eater VeriSign has set itself on a fairly severe corporate diet. (Last November, we outlined VeriSign’s divestiture plan that could trim up to one-third of the company’s revenue.) Having already sold off three businesses so far in 2008, VeriSign is nearing a fourth divestiture, we hear.

At the America’s Growth Capital security conference in early April, we heard hallway chatter that VeriSign was deep into talks with a networking equipment vendor and a services shop about selling its managed security service provider (MSSP) business. Now, a source indicates that VeriSign has a letter of intent signed to shed its MSSP business. The acquirer isn’t immediately known, but we hear it’s a strategic, rather than financial, buyer. Given the recent moves by telcos to buy security service shops – for instance, Verizon Business’ purchase of Cybertrust a year ago and BT Group’s acquisition of Counterpane Internet Security in October 2006 – we could also imagine a phone company adding the MSSP business to its service offering.

Like any divorce, a divestiture tends to take longer and be more expensive than any of the parties imagined at the start. And we can only guess at the discount for VeriSign’s MSSP business. The divestiture would effectively unwind its $140m cash-and-stock acquisition of Guardent in December 2003. Ironically, VeriSign inked the Guardent purchase at a time when it was also dieting, having shed its domain name-registry business and other assets. Is this the corporate equivalent of yo-yo dieting? 

Coming and going at VeriSign

Year Acquisitions Divestitures
YTD 2008 0 3
2007 0 1
2006 8 1
2005 7 1

Source: The 451 M&A KnowledgeBase

Big Yellow’s purple elephant

Asked not too long ago to explain the slump in Symantec’s stock since acquiring Veritas three years ago, CEO John Thompson memorably called the combined company ‘a purple elephant.’ The allegorical description was a bit of a departure for the straight-laced, straight-talking ex-Big Blue executive, who went on to add that since Wall Street had never seen such a large security-storage company, it didn’t know how to value it. (Generally speaking, however, investors have known how to value it: lower. Since announcing the $13.5bn acquisition in December 2004, Symantec shares have shed about 22% of their value, compared to a 15% gain in the Nasdaq over that same time.)

The purple elephant has turned into a bit of a sacred cow, with Thompson defending the combination at every turn and forcefully knocking down any suggestion that Symantec should shed some of the Veritas assets. (Of course, Symantec already ditched Precise – an application performance management product that it inherited from Veritas – back in January.) Talk of possible divestitures surfaced last week following a research note from Cowen and Co analyst Walter Pritchard, who speculated that NetBackup and Data Center Foundation, a storage and server management product, may find their way onto the auction block. Not so, countered Thompson on Symantec’s first-quarter earnings call last Wednesday. The company has ‘no plans to divest anything – none.’ A senior corporate development guy at a company named as one of the possible buyers of the Foundation business told us recently that he hasn’t even been informally approached to gauge the company’s possible interest in Foundation, much less seen a book on the possible asset sale.

Of course, M&A is cyclical, to some degree tracking the overall economy. And we know this about dealmaking in a recession: When times get tight, ties get thin. We’ve already seen that most dramatically in the private equity world, whether it’s former buyout buddies taking each other to court or banks looking to get out of their lending agreements they’ve already signed. That same thinking (‘maybe we shouldn’t have done…’) is now hitting the C-suite. Consider the ongoing sell-a-thon at Time Warner, with the company planning to split off its cable services business, and, we speculate, finally putting AOL’s core US access business on the block. Or, there’s eBay entertaining the idea of jettisoning Skype Technologies, after writing down basically half of the $2.6bn purchase price. Or, if current reports are to be believed, Sprint Nextel may unwind the $39bn acquisition that has soured into a money-burning debacle. Although Thompson says Symantec isn’t a seller, this is clearly the climate in which companies are being pushed to reexamine their acquisitions. That could very well mean taking the knife to the purple elephant again.

Reversing deal flow

Company Assets Comment
Symantec NetBackup, Data Center Foundation, according to rumors Symantec says it’s not looking to sell.
Time Warner Cable services business, and (we speculate) AOL’s US access unit AOL has already shed ISP businesses overseas.
eBay Skype Technologies New CEO says next few quarters will determine if company keeps its overpriced acquisition.
Sprint Nextel Nextel WSJ reports this week that Sprint may unwind Nextel deal, and look to sell itself.
VeriSign Numerous units picked up in 20-company shopping spree VeriSign has already divested three businesses this year.