Tag: IBM

Cavium’s quick moves on MontaVista

Brenon Daly

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.

Dassault Systemes bulks up through an old friend

Brenon Daly

Contact: John Abbott

Dassault Systèmes’ $600m purchase of IBM’s CATIA product lifecycle management (PLM) sales and client support operations on Tuesday is the latest twist in a complex, 30-year relationship between the two companies. Dassault, founded in 1981, inherited the rights to CATIA, one of the first 3-D computer-aided design (CAD) packages, from its aerospace parent Avions Marcel Dassault (now Dassault Aviation). Then in 1992, Dassault bought the rights to the other pioneering CAD package, CADAM, from IBM. It set about combining the two, and continued to jointly market the product set with Big Blue.

Now it seems that Dassault wants more control over its business. Through the deal, which is expected to close during the first half of next year, it gains access to 1,000 more clients and around $700m in annual sales. The transaction is expected to boost earnings in the first year. (Dassault plans to speak more about the financial impact of the deal during its third-quarter earnings call on Thursday.)

The partnership will continue with IBM in the services role, but should enable Dassault to simplify its contracts with very large customers such as Ford Motor and Boeing, which until now had to negotiate with both vendors. The scope of CAD software has evolved over the years from core engineering and complex product design into collaborative PLM focused on business processes, workflows and the supply chain. However, Big Blue didn’t have the agreements in place to sell the full set of Dassault tools. The result was that more big firms were dealing directly with Dassault. A side effect is that both companies will be more able to work with other partners: Dassault with Hewlett-Packard, for instance, and IBM with other PLM providers such as Siemens PLM Software and PTC.

The deal is the biggest in Dassault’s history, though it has spent heavily in the past on industry consolidation, most notably through the acquisitions of MatrixOne (March 2006, $408m), ABAQUS (May 2005, $413m) and SolidWorks (June 1997, $310m). Other vendors have also been buying up big chunks of the PLM market. Siemens inked the sector’s largest deal in January 2007, spending $3.5bn on UGS, while Oracle handed over $495m for Agile Software in May 2007. The PLM shop that appears to be left behind is PTC, which despite spending more than $600m on 11 purchases of its own since 2004 is now much smaller than either Siemens or Dassault and is under pressure from moves into PLM by mainstream enterprise software houses such as Oracle and SAP. Several market sources indicated that PTC has retained Goldman Sachs to advise it on a possible sale.

Brocade on the block? Of course it is

Brenon Daly

Contact: Brenon Daly, Simon Robinson

Having recently marked the anniversary of its largest-ever acquisition, Brocade Communications may now find itself on the other side of a transaction. At least that’s the speculation from The Wall Street Journal, which reported Monday that the storage and networking giant has retained a banker (reportedly Frank Quattrone’s Qatalyst Partners) to shop it. While the report was enough to goose the stock to its highest level since June 2008 (shares were up 15% to $8.82 in Monday-afternoon trading), it’s worth pointing out that being shopped is a long way from getting sold.

It’s also worth mentioning that speculation about Brocade being in play is nothing new. As my colleague Simon Robinson noted in late March, the consolidating networking landscape makes Brocade a likely target. (After all, Brocade itself is an example of the consolidation. A traditional SAN networking provider, Brocade spent $2.6bn to expand into IP networking with its landmark purchase of Foundry Networks.) In the report, Robinson taps IBM as a likely buyer for Brocade as a way to gain an immediate presence in the networking space as well as strengthen its lead in the server sector. (Big Blue is one of the largest of Brocade’s OEM partners, which now number 23 companies.)

Hewlett-Packard is a less likely acquirer, in our view, because of the substantial overlap between HP’s newly reinvigorated ProCurve line and Foundry. That said, Brocade is a key supplier of datacenter infrastructure technology, so it is likely to be of interest to sever vendors like HP. Brocade’s appeal might be even sharper now that HP and Cisco Systems, which were once chummy, have found themselves on opposing sides in their efforts to equip the modern datacenters.

One additional buyer that certainly makes sense for Brocade, even more so because of a recently strengthened OEM arrangement, is Dell. The hardware provider, which has already bought its way into storage and other IT infrastructure markets, recently bolstered its OEM arrangement with Brocade to include IP networking and fiber-channel-over-Ethernet gear. (For the record, the WSJ article doesn’t mention Dell as a possible acquirer but, inexplicably, includes Oracle as a suitor. We suspect that Larry Ellison has plenty of other areas of software to consolidate before a hardware-heavy purchase that pits Oracle against Cisco.)

In terms of valuation, we would note that with the M&A-inspired speculative buying, Brocade shares have more than tripled so far this year. (Trading in Brocade stock through mid-Monday was already more than five times heavier than average.) The run has given Brocade an enterprise value (EV) of $4bn, including the jump on Monday. That values it at almost exactly the same level as Cisco on an EV-to-trailing-EBITDA valuation and a slight discount to the networking giant on an EV-to-trailing-sales multiple.

M&A market timing at CA

Brenon Daly

Contact: Brenon Daly

After a two-year hiatus that ended last fall, CA Inc has returned to the market with newfound enthusiasm. With the vendor’s purchase on Monday of network performance management provider NetQoS, CA has now inked six acquisitions over the past 12 months. That comes after an extended period (September 2006 to October 2008) when the normally acquisitive company stepped out of the market entirely.

During that time, CA’s four large rivals (BMC, Hewlett-Packard, IBM and Symantec) announced a total of 61 transactions between them. Collectively, the quartet of buyers paid roughly 5.7 times trailing 12-month (TTM) revenue in the deals they did. (That’s the median valuation from the more than 20 transactions that either had terms disclosed or where we estimated the numbers.)

So from CA’s perspective, sitting out a period marked by historically high valuations might not be a bad thing at all. Consider this: CA’s purchase of NetQoS cost it $200m in cash, which worked out to 3.6x TTM sales. If we slap the prevailing multiple from the period CA was out of the market (5.7x TTM sales) onto CA’s most-recent deal, the price for NetQoS swells to $320m. Obviously, there were vastly different assumptions about growth rates in late 2006 and early 2007 than there are now, which goes a long way toward explaining the nearly 40% ‘discount’ that CA got by inking the NetQoS purchase on Monday rather than when the market was hot.

Red Hat rumors: a reheat or something more?

Brenon Daly

Contact: Brenon Daly

When VMware reached for SpringSource earlier this month, the $420m pairing represented the largest open source transaction in a year and a half. Now, the market is buzzing with rumors about another blockbuster open source deal, one that would be more than 10 times the size of VMware-SpringSource. Several sources have indicated that interest in Red Hat has been heating up lately, with Oracle and IBM popping up again as suitors.

The rumors, of course, are nothing new. We have been speculating about a possible pairing between Red Hat and IBM or Oracle for almost three years. (When Oracle launched its own support of Linux back in 2006, we wondered if it wasn’t a ‘beat ’em down and take ’em out’ strategy from the coldhearted Larry Ellison.) And when the rumblings surfaced again earlier this year, we did some back-of-the-envelope thinking about a bid from Oracle. Honestly, though, we think Big Blue is a more likely buyer for Red Hat.

While the speculation stays largely the same, however, there is one change: the price of Red Hat keeps going up. Since we noted the latest reports of Oracle’s interest in late March, shares of Red Hat have tacked on about one-quarter in value. The company currently sports a market capitalization of $4.2bn; however, its cash holdings lower the effective purchase price to about $3.5bn. Red Hat is just now wrapping its fiscal second quarter, and has already said it expects revenue to be about $179m for the period. The vendor will likely report results in about a month.

IBM’s ‘Tuesday twofer’ still leaves it behind most years

Brenon Daly

Contact: Brenon Daly

In a highly unusual move, IBM did the M&A equivalent of a ‘Tuesday twofer,’ buying both big and small yesterday. In terms of the high-dollar deal, Big Blue said it will hand over nearly $1.17bn in cash for predictive analytics software vendor SPSS. The purchase of SPSS is the company’s largest transaction since it shelled out $5bn for Cognos in November 2007. In fact, we suspect the $1.17bn paid for SPSS is roughly the same amount that IBM spent on the nine deals it has announced (many of them with prices undisclosed) since picking up Cognos.

On the smaller side, IBM also said yesterday that it has acquired startup Ounce Labs, which makes source code analysis software. Terms weren’t revealed, but we wouldn’t be surprised to learn that the amount IBM paid for Ounce Labs was just 1% of the price it forked over for SPSS. Ounce Labs had raised some $29.5m in venture backing.

As a final thought on Big Blue’s doubleheader yesterday, we would note that the two purchases double the number of acquisitions that IBM has announced so far this year. The total of four deals in 2009, however, is basically half the number it had announced by this time in any of the previous three years.

Is Kana buying time before it gets bought?

Brenon Daly

by Brenon Daly, China Martens

The showdown that has been brewing around Kana Software for months was supposed to come to a head today. Hedge fund KVO Capital Management had been planning to put forward a director for election at the company’s annual meeting, which was originally scheduled for July 15. Instead, Kana pushed the meeting back. Not by a week or two, or even a month, but until December 1. KVO is the largest shareholder in Kana, with some 3.4 million shares, or 8% of the company.

Although Kana has postponed its annual meeting, we can’t help but wonder if the customer service software vendor is merely buying time until it can get bought. That’s certainly what some shareholders have speculated about the company, which trades at just 0.5x revenue. (And we’ve been saying that for nearly three years.) On its own, there’s little to be bullish about at Kana, a money-burning shop that has been relegated to the Bulletin Board since December 2006. But it does have at least one valuable piece to its business: a deep, long-term relationship with IBM. We suspect Big Blue would be the first call Kana would make if it continues to get pushed for a sale.

Of course, IBM has repeatedly said that it doesn’t want to be an application software vendor. (Saying and doing are two different things, however. Several of its largest acquisitions were for straight application vendors, such as Cognos and FileNet.) In any case, the two firms have had an OEM arrangement for the past seven years, and we understand from a source inside Kana that IBM-related sales have exceeded their quota in recent years. Kana has also baked a fair amount of Big Blue software (notably DB2) into its offerings. So integrating the technology wouldn’t be a challenge in this hypothetical pairing. And financially, IBM has plenty of resources to share with Kana, which would be a nice change of pace for the struggling microcap company. Kana has largely lived off equity and debt offerings over the past 12 years, having run up an astounding $4.3bn in accumulated deficit since its founding.

Q2 earnings to shape Q3 M&A

-Contact Thomas Rasmussen, Xiaoyue Ma

Is there a correlation between the equity markets and M&A? Anecdotal evidence sure seems to suggest so. After a hot start to the second quarter for both the stock market and deal flow, tech M&A slowed as the Nasdaq cooled in recent weeks. In fact, spending on deals in June was less than half the level that it was in both April and May. Many would-be buyers now seem to be looking to earnings season – both for a report on second-quarter results and the outlook for the balance of the year – to determine if they’ll be going shopping again. We have heard this throughout the year from companies that have both the means and the desire to shop, but have refrained from any meaningful deals because of the uncertain outlook.

That sentiment was clearly evident when we tallied the results of our June survey of corporate development executives, who are pretty much the only acquirers in today’s market. When we analyzed the findings and separated respondents at large firms from those at smaller ones, almost two-thirds of large buyers predicted they will be more acquisitive in the second half of 2009. This stands in stark contrast to the results of our survey conducted last December, in which large acquirers were significantly more bearish on M&A, with less than one-third of respondents indicating they would do more purchases. We should note that the June survey was done when the Nasdaq was trading at its highest level since last October, while the December survey was done at a significantly more bearish time.

Given that there hasn’t been a raft of negative pre-announcements by tech vendors so far, second-quarter results may well come in somewhat stronger than many expect. In fact, tech bellwethers IBM and Google, up 20% and 30% year-to-date, respectively, will report after the bell Thursday and the overall consensus seems to be positive. Big Blue recently reiterated its fiscal year forecasts of at least $9.20 and $10-$11 in earnings per share for 2009 and 2010, respectively. If the tech earnings season does indeed go smoothly, we would anticipate companies to pick up their pace of acquisitions.

Drawing the line between M&A and the equity markets

Period M&A spending Nasdaq median Nasdaq median % change from prior month
October 2008 $20bn 1,711 N/A
November 2008 $13bn 1,532 -10.47%
December 2008 $7bn 1,531 -0.05%
January 2009 $3bn 1,521 -0.70%
February 2009 $2bn 1,494 -1.72%
March 2009 $4bn 1,444 -3.35%
April 2009 $21bn 1,646 13.97%
May 2009 $17bn 1,731 5.17%
June 2009 $10bn 1,832 5.84%
July 2009 N/A 1,787 -2.45%

Source: The 451 M&A KnowledgeBase and the Nasdaq

Halfway through a rough year

Brenon Daly

Contact: Brenon Daly

Since we’re at the midpoint of 2009, we thought we’d tally what we’ve already seen in M&A this year and project what we’re likely to see for the remainder of the year. First, the look back at the first two quarters of 2009: The $58bn in announced and estimated deal spending so far this year is the lowest level of January–June tech shopping in a half-decade. More dramatically, spending on deals in the first two quarters of 2009 is only about one-quarter the amount spent during the comparable period in any of the past three years. June was a particularly slow month, after there were a flurry of deals in April and May.

As to what the rest of 2009 will look like, we suspect it will closely resemble the second half of last year. For the record, the announced spending from July–December 2008 hit just $72bn. Obviously, it’s difficult to predict a lumpy business like M&A. But the way the economy is dragging along right now, we’re inclined to think that big buyers will look to take small bites for the rest of the year. That’s what they did in the second half of 2008. Indeed, it wasn’t that the traditionally busiest buyers in tech took themselves out of the market altogether. Rather, they just scaled back their purchases, despite holding tens of billions of dollars in cash. For instance, the largest transactions inked in the back half of last year by tech giants such as McAfee, Oracle, IBM, Google and Microsoft – among many other companies – were all less than a half-billion dollars.

Q1-Q2 tech spending

Year Deal volume Deal value
2009 1,400 $58bn
2008 1,557 $228bn
2007 2,005 $294bn
2006 2,019 $268bn
2005 1,388 $162bn
2004 999 $111bn

Source: The 451 M&A KnowledgeBase

Hey Larry, wanna buy a bridge?

Brenon Daly

Contact: Brenon Daly, Krishna Roy

Although Oracle announced the purchase of Conformia Software on Wednesday, the market is currently buzzing with speculation that the tech giant has closed – but not yet announced – a much larger transaction. Several sources have indicated that Oracle has acquired GoldenGate Software. The two companies have had a deep relationship for some time and while a deal has been kicked around in the past, talks stalled because GoldenGate always priced itself higher than Oracle was willing to spend. We haven’t heard what Oracle ended up paying for GoldenGate, which we understand was generating slightly more than $100m in trailing sales.

In many ways, this rumored deal echoes IBM’s purchase of DataMirror two years ago. In that transaction, Big Blue paid $161m, or 3.3x DataMirror’s trailing 12-month (TTM) revenue. Of course, 2007 was a high-water mark for recent valuations, both on the Nasdaq and among VC-backed companies. (GoldenGate has received a reported $33m from Summit Partners.) According to our analysis of data from the 451 M&A KnowledgeBase, VC-backed companies sold for a median valuation of 6.2x TTM in 2007, compared to just 2.8x TTM sales so far this year.

If Oracle is indeed picking up GoldenGate, the acquisition should enable the database giant to compete more effectively with IBM’s Information Server and other data management offerings from Big Blue. GoldenGate’s technology would give Oracle the opportunity to extend its data migration, high-availability and real-time integration capabilities to non-Oracle environments. GoldenGate already provides data migration capabilities for Siebel applications and real-time integration for Oracle’s data warehouse, for example, so there’s already technical integration in place.