And the Golden Tombstone goes to …

Contact: Brenon Daly

It’s time to once again hand out our annual award for Tech Deal of the Year, as voted by corporate development executives in our recent survey. For the second straight year, the voting came down to a tight race between two transactions. For 2011, Google’s planned purchase of Motorola Mobility just edged SAP’s reach for SuccessFactors. (Last year, Intel’s rather unexpected acquisition of McAfee slightly topped Hewlett-Packard’s takeout of 3PAR following a drawn-out bidding war.)

Both of the deals in the running for the 2011 prize certainly would have been worthy recipients of the Golden Tombstone. Google’s all-cash $12.5bn purchase of Motorola Mobility is more than the search engine has spent on its more than 100 other acquisitions and, beyond that, stands as the largest tech transaction (excluding telecommunications) since mid-2008. (Specifically, it is the largest deal since HP’s $13.9bn pickup of services giant EDS, which was voted the most significant transaction of 2008.) Meanwhile, SAP is paying an eye-popping 11 times trailing sales for SuccessFactors. With a price tag of $3.5bn, the deal is the largest-ever SaaS acquisition, more than twice the size of the second-place transaction.

BMC rumored to be going mobile

Contact: Brenon Daly

Rumors are swirling that BMC will announce the acquisition of AirWatch, a purchase that would extend the systems management provider’s reach into the fast-growing mobile device market. The deal, which may print next week, would mark the first major move to consolidate the highly fragmented mobile device management (MDM) space, a market where we count more than 50 vendors of all sizes. AirWatch is one of the largest MDM players, and will get valued that way, according to sources. The rumored price tag is about $250m, or roughly 10 times revenue.

If the deal comes together, it would represent BMC’s only significant acquisition in mobility. The company nibbled in the market last summer, reaching for startup Aeroprise in July. (That was primarily a technology transaction, basically adding mobile capabilities to BMC’s flagship Remedy IT Service Management Suite.) Assuming this deal closes, we would expect other tech giants – both IT management companies as well as security vendors – to look at acquiring MDM capabilities as well.

Numara keeps flowing along

Contact: Brenon Daly

Throughout its long and winding 20-year history, the name may have changed for Numara Software, but the business is still the same. The IT service desk management vendor was originally known as Blue Ocean Software, a name that got erased during the three years the company was owned by Intuit. After TA Associates sponsored a carve-out of the business in October 2005, the newly independent company came up with the name of Numara, a play on its former moniker that means ‘new ocean’ in Latin.

Regardless of what the Tampa, Florida-based company has been called, it has consistently thrown off a ton of cash. According to our understanding, privately held Numara runs north of $100m in sales and north of 35% EBITDA margins. Just recently, the company began to put some of that cash to work in M&A.

After two years out of the market, Numara recently reached across the Atlantic to pick up an Estonian mobile device management (MDM) startup called Fromdistance. (The deal was a tiny one, lining up very closely with the terms for a similar purchase by Research in Motion earlier this year. We estimate that RIM paid about $6m for German MDM startup ubitexx, which was generating less than $1m in sales.) And Numara may not be done shopping. We understand that the company is currently looking at a handful of other possible acquisitions and could well shore up a deal in the next few months.

What would Palm be worth today?

by Brenon Daly

We have to hand it to Palm Inc – the smartphone maker got out while the getting was (relatively) good. At least that’s one way to think about Palm’s decision to sell to Hewlett-Packard in April 2010 for $1.2bn. Hitting that bid looks even smarter in light of the beating that Research In Motion has taken since then, including Friday’s capitulation by many longtime shareholders. Consider this: since Palm became an HP business, RIM on its own has lost 80% of its market value. (Meanwhile, the Nasdaq is up slightly during that period.)

While some of RIM’s staggering decline can be traced back to the company’s own missteps around product delays, its fortunes also stand as a sort of proxy for the ‘non-hot’ (i.e., not Apple iOS- or Google Android-based) mobile market. And in that way, we shudder to think how Palm would have fared there if it remained a stand-alone smartphone vendor.

After all, Palm was barely holding on with a single-digit market share, not to mention the fact that it was teetering financially at the time of its sale. The unprofitable company was burning cash and, in the quarter the deal was going through, had just forecast that sales would fall off a cliff. In contrast, RIM is still profitable and growing. But you wouldn’t know that from the relative valuations of the firms. In its sale, Palm was able to fetch a not insignificantly higher valuation than RIM currently garners on the market.

Nokia + Microsoft = Love?

Contact: Brenon Daly

Maybe it’s the fact that today is Valentine’s Day and love is in the air, but we’ve been thinking about the recent closeness of Nokia and Microsoft in a whole new way. Recall that the Finnish handset maker said on Friday that it’ll be basically breaking up with its own OS to start dating Windows Phone. ‘You’re just not doing it for me anymore,’ the hardware told the software before also asking Symbian to clean its stuff out of their previously shared house. ‘Don’t forget your toothbrush.’

By dumping its longtime partner, Nokia has cleared the way for a new relationship with Microsoft, which looks like a compatible union to our eyes. After all, both giants are on a slow fade right now, largely watching while the rest of the mobile industry passes them by. (To put that into human terms, we can’t help but envision Nokia and Microsoft as a somewhat elderly couple, more likely to watch On Golden Pond (on VHS, no less) than to head out to the theater and catch The Social Network, for instance.)

Have these companies truly been struck by Cupid’s arrow? Is the ‘strategic alliance’ just a bit of handholding before a proper marriage? Well, from our view, an acquisition – although still unlikely – is less unlikely than before. Why? For one thing, the block to this long-rumored pairing has always been that Microsoft wouldn’t want to jeopardize its relationships with other device makers by settling fully on Nokia.

But frankly, that’s less of a concern now if only because Windows Phone has been left behind, even by hardware makers that have long relied on Microsoft for software to power their computers. For instance, Dell has largely embraced Google’s rival OS, Android, for its tablets. And Hewlett-Packard went out and dropped $1bn on Palm Inc to have its own OS for devices rather than continue to run Microsoft’s mobile OS. Given that many of its former partners have already paired off, maybe Microsoft believes the time is now to tie up with Nokia, for better and for worse.

‘You bought what? For how much?’

Contact: Brenon Daly

In both of the largest enterprise IT acquisitions so far this year, the deals are not what they seem. Or more accurately, the target companies were not acquired for what they are. What do we mean? Well, we would posit that Intel didn’t buy McAfee for its core security applications any more than SAP scooped up Sybase for its core database product. Instead, in each case, the buyers really only wanted a small part of the business but found themselves nonetheless writing multibillion-dollar checks for a whole company.

For SAP, the apps giant really wanted Sybase’s mobile technology, essentially using the Sybase Unwired Platform to ‘mobilize’ all of its offerings. It’s nice that the purchase also brought along some data-management capabilities, particularly some pretty slick in-memory database technology. But for SAP, this deal was all about getting its apps onto mobile devices. However, Sybase’s mobile business only generated about one-third of total revenue at the company. So SAP ends up handing over $5.8bn in cash for a business that’s currently running at just $400m.

If anything, Intel is paying even more for the business that it truly wanted – or, at least, the business that’s most relevant – at McAfee: embedded security. Yet that’s only a small (undisclosed) portion of the roughly $2bn revenue at McAfee, the largest stand-alone security vendor. Tellingly, Intel plans to operate as a kind of holding company, letting McAfee continue undisturbed with its business of selling security applications to businesses and consumers.

HP: relentlessly reaching for Palm

Contact: Brenon Daly

As Hewlett-Packard prepares to report fiscal second-quarter results after the close of the market today, there’s already been an SEC filing related to the tech giant that has attracted a fair amount of interest. That document is the proxy statement for HP’s pending acquisition of mobile OS maker Palm Inc. The background on the deal shows that despite Palm being in a fairly vulnerable financial position, the company managed to attract significant interest.

Perhaps reflecting Palm’s dwindling cash and overall dimming outlook, the $1.2bn deal came together with almost unprecedented speed. It took just two months for the acquisition to transpire. The target – along with law firm Davis Polk & Wardwell and financial advisers Goldman Sachs and Qatalyst Partners – winnowed an initial list of 24 possible suitors to just six companies, including HP, in quick order.

According to the proxy, there were two primary bidders besides HP for Palm, along with other parties that were interested in all or just some of the vendor’s patents. HP initially offered $4.75 for each share of Palm, about one dollar less than the $5.70 per share that it ended up paying for it two weeks later. The reason for the bump? A bid of $5.50 per share from an unidentified suitor, referred to as ‘Company C’ in the proxy.

The German giant’s gamble

Contact: Brenon Daly

In the largest software transaction in more than two years, SAP plans to pick up mobility software and database vendor Sybase for a net cost of $5.8bn. SAP’s all-cash bid of $65 per share represents a 44% premium over the three-month average closing price for Sybase. More dramatically, SAP’s offer represents the highest price for Sybase stock in the target’s two decades as a public company.

The purchase, which is expected to close in July, represents a big bet by the German giant on the future of mobile applications. The two companies have partnered for more than a year, with SAP offering mobile CRM and Business Suite applications on Sybase’s Unwired Platform. Currently, mobile products account for one-third of revenue at Sybase, which started life as a database vendor. Within the database segment, Sybase also has an analytic database (Sybase IQ) that has been generating most of the growth in recent years.

At an enterprise value of $5.8bn, SAP is valuing Sybase at basically 5 times sales. (Sybase generated revenue of $1.1bn in 2009 and recently guided Wall Street to expect about 6% sales growth this year.) That’s roughly in line with the multiple SAP paid in its other large deal, the $6.8bn acquisition of Business Objects in October 2007. It’s not out of whack with SAP’s own valuation. The company trades at about 4 times sales, and that’s before any acquisition premium is figured in. Viewed another way, SAP trades at roughly 14 times cash flow, while it is paying 15 times cash flow for Sybase.

Palm’s down

Contact: Brenon Daly

Just two weeks ago, we wrote that we thought Palm Inc would be a tough sell because the cash-burning smartphone pioneer seemed mired in irrelevance, both to consumers and developers. OK, so we were a bit off on that. The company apparently appeared relevant enough to Hewlett-Packard for the tech giant to hand over more than $1bn in cash for Palm.

While Palm’s board has backed the deal, it appears to be a bit of a tough sell to the company’s shareholders, who have bid Palm stock above the offer since it was announced. From their perspective, anyone who bought the stock over the past year – with the exception of a period from roughly mid-March to mid-April – is underwater, despite the 23% premium offered by HP. Palm shares changed hands at twice the level of HP’s bid for most of January.

But then, valuing Palm has always been tricky, going back to its fitful birth on the Nasdaq as a spin-off from 3Com. (As a side note, HP’s pending pickup of Palm would reunite the smartphone company with its former parent, as HP just closed its purchase of 3Com three weeks ago.) When the tiny stake of Palm hit the market in early 2000, investors were pushing each other out of the way to get their hands on Palm (if you will). The company finished its inaugural day on the Nasdaq at a valuation of some $50bn – roughly twice as much as Apple was worth at the time. Today, Apple fetches a market cap of $250bn, while Palm just sold for $1.4bn.

Tangoe lines up for IPO dance

Contact: Brenon Daly

Back in January 2009, Tangoe made a small acquisition on its way to what we expected would be an IPO. Of course, neither the telecom expense management (TEM) vendor nor any other company was going to make it public in the first few months of last year. But with the recovery in the capital markets, Tangoe has indeed filed for its IPO, looking to raise $75m. The 10-year-old company plans to trade under the ticker ‘TNGO’ on the Nasdaq. We expect a fairly strong offering from Tangoe, which nearly doubled sales to $37.5m in 2008, and pushed that up another 49% to $56m last year despite the recession. See our full report on the company and the planned IPO.

Tangoe focuses on lifecycle management for fixed and mobile communications and more recently mobile device management. As a TEM provider, Tangoe has more than 350 companies using its expense management tools and services. The Orange, Connecticut-based vendor has pushed into the mobile communications space with the purchases of Traq Wireless in March 2007 and InterNoded in January 2009. Traq provided wireless expense management, helping Tangoe expand its lifecycle management for mobile as customers moved more of their communications off fixed lines. Offering deeper management and monitoring of these mobile devices, InterNoded gave Tangoe the ability to provision, secure and remotely wipe devices used by its customers.