Contact: Brenon Daly
The progression from spurned bidder to shareholder activist isn’t all that unusual. But it is unusual when the party smarting is a publicly traded company, and decides to express its agitation through press releases. Yet, that’s exactly how Chordiant Software is venting its frustration over not landing Kana Software, with Chordiant telling the world earlier this week that it plans to vote its shares (amounting to 4% of the total equity outstanding) against the proposed sale of Kana’s operating business to midmarket buyout firm Accel-KKR. Chordiant followed that up on Thursday evening with a new cash-and-stock offer that values Kana higher than the buyout bid.
All of this comes just days before shareholders are slated to vote on Accel-KKR’s offer (the vote is scheduled for Wednesday). Kana’s board continues to recommend that shareholders back the planned transaction, which would effectively carve the business out of Kana and leave only a shell company in its place. We have noted that it’s an imperfect structure, but one that probably serves the fundamentally flawed firm reasonably well. Of course, some shareholders (including Chordiant) don’t agree, and should vote however they want. We would only note that while the two sides argue, Kana continues to burn cash. At the end of its most-recent quarter (ending September 30), the company was down to just $1.8m (it started the year with $7m). While the cash burn is nothing new for Kana, which has lost $4.3bn since its inception, it could become pressing: Kana noted in its proxy that it has a $5.4m debt payment coming due in 2010.
Contact: Brenon Daly
In proxy statements, we’re used to seeing unidentified parties that figure into transactions referred to as ‘Company A,’ ‘Company B’ and so on. Sometimes, the identity of these would-be buyers is widely known, like the not-so-mysterious ‘Company A’ that was bidding for Sun Microsystems earlier this year before Oracle landed the faded tech star. But in most cases, the other parties are typically more lookers than buyers, perhaps trying to gather a bit of competitive intelligence on the company or the auction process itself.
So there’s nothing unusual about putting the cloak of anonymity over buyers that fall by the wayside. But, for the first time that we can recall, we recently saw the cloak extended to an adviser that had fallen by the wayside, too. In the SEC paperwork that Kana filed for its ‘fittingly imperfect’ wind-down sale, the vendor noted that from mid-2008 to mid-2009 it was advised by ‘Investment Bank A.’ When the banker left this unnamed firm, Kana vetted other banks before selecting Pagemill Partners.
We have our suspicions about the identity of ‘Investment Bank A,’ but we’re actually more intrigued to think about whether this situation is a sign of the times. Before all of the upheaval in the investment banking business, we would have found it hard to imagine a bank effectively writing off a year of work that one of its erstwhile bankers had sunk into a potential transaction. We all know that the unprecedented mayhem on Wall Street forced some changes on the investment banks that would have been unimaginable at any time since The Glass-Steagall Act was repealed a decade ago. But we were under the impression that investment banking was still a fee-based business, even if those fees are scarce across the board.
Contact: Brenon Daly
As liquidity events go, the just-announced sale of Kana Software is shaping up to be a pretty dry one for most shareholders. The customer service automation vendor said on Tuesday that it plans to sell its operating business to buyout group Accel-KKR for $49m and retain the publicly listed shell of a company as an acquisition vehicle. The proceeds from the sale of the business will flow to what essentially amounts to a special-purpose acquisition company, or SPAC, rather than long-suffering Kana shareholders. Shares of Kana have barely moved since the announcement, holding steady at around $0.75 each.
From our view, the structure of the deal reflects a creativity born out of necessity. Essentially, the challenge that shaped the sale process at Kana, which has been playing out for several years, was how to realize value for a decidedly mediocre operating business, while at the same time preserve the value of the tax advantages accrued from having burned money ($4.3bn and counting) since the company opened its doors. (The sole ‘asset’ at the SPAC, besides access to the capital markets, is the $400m in credits to offset taxes on any profit generated at whatever company it does acquire.) While the deal goes some distance toward satisfying both goals, several disgruntled shareholders have charged that it doesn’t go far enough.
For starters, the shareholders point out that if the carve-out goes through, as is expected within three months, they will have nothing to show for the sale of ‘their’ company. Instead, their future returns will be determined by an unknown group that may – or may not – buy some yet-to-determined business. (So much for the Wall Street maxim of investing in management and markets.) Particularly galling to those shareholders stuck holding illiquid Bulletin Board equity is that two of the largest owners of Kana (hedge funds KVO Capital Management and Nightwatch Capital Management, which also has a board seat) got to exit their investments at an above-market price of $0.95 per share, with the possible addition of another $0.10 for each share on top of that.
Kana would probably counter that shareholders who don’t want to roll their ownership of the company into a SPAC are free to sell their shares. And we have little doubt that the vendor exhausted every opportunity to get some value from the business, since we know that the process has been grinding along fitfully for years. In the end, though, we can’t help but view the less-than-ideal transaction as a fittingly imperfect ending to a thoroughly flawed company. Or more precisely, a thoroughly flawed public company. Red ink-stained Kana went public in 1999 on less than $5m in aggregate sales, but within a year of the offering had topped $1,000 per share on a split-adjusted basis. As shareholders now argue about dimes on the firm’s Bulletin Board-listed stock, the end of Kana just seems pathetic.
Contact: Brenon Daly
Exactly three years ago, we bluntly wrote that there was no reason for Kana Software to be a public company, at least in its current form. Kana’s performance in the intervening 1,000 days since we published that report did nothing to change our view. If anything, as the red ink continued to gush at Kana, we became even more convinced of the need for a sale of the customer support software vendor. The sale finally happened Tuesday, with Accel-KKR agreeing to pay $49m in cash for most of Kana.
We were hardly alone in our assessment that Kana – a money-burning, Bulletin Board-listed company that also had negative working capital – should be cleared off the exchange. As we noted earlier this summer, Kana’s largest shareholder also wanted something to change at the company. KVO Capital Management, which had owned some 8.5% of the company, was pushing earlier this summer to get a director on the Kana board. KVO, which declined to comment, has agreed to back the sale to the buyout group, according to the release.
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.