June gloom

Contact: Brenon Daly

Whether or not the rebound got ahead of itself, the market has certainly tightened up this month. And no, we’re not talking about the equity market. (Although the sentiment is applicable there, as well, with the Nasdaq recently dipping to its lowest point in a month.) Instead, we’re talking about the M&A market. After a furious start to the second quarter, dealmaking has slipped back to the sluggish pace we saw in the first few months of 2009.

A quick glimpse at the numbers: In both April and May, we saw some 250 deals worth about $20bn in each month. So far this month, we’ve had about 205 deals worth a scant $8bn. With just three business days to go in June, we’re looking at spending being down about 60% from what it was in each of the first two months of the quarter.

We’ve also noticed the recent return of a trend that we saw more often in the opening months of 2009: the involuntary sale. In both large and small transactions, sellers have increasingly found themselves forced to take any offer that comes in. We noted that this week in the startup world, as LucidEra was turned over to a workout firm to sell its carcass. And on a larger scale, bankrupt Nortel Networks gave up on ever emerging as a viable company and began the painful process of liquidation sales. The first deal gives some sign of the resignation: Nortel sold its most valuable unit for what is likely to be less than 1x cash flow.

Second-quarter deal flow

Period Deal volume Deal value
April 2009 263 $21bn
May 2009 242 $19bn
June 2009 205 $8bn

Source: The 451 M&A KnowledgeBase

Telco equipment troubles

Contact: Brenon Daly

For communications infrastructure equipment vendors, it seems that the only thing worse than doing a major acquisition is not doing a major acquisition. At least that’s the only conclusion we can draw from the relative performance of Alcatel-Lucent and Nortel Networks in recent years. Shareholder returns since the Franco-American combination was announced on April 2, 2006: Alcatel-Lucent ‘only’ down 85%, compared to Nortel’s drop of 99%.

Both companies have been in the news recently as they look for ways out of their protracted slumps. For Alcatel-Lucent, the future appears to be in Web 2.0, whatever that means. (That’s a bit of an oversimplification. To read what the company actually plans, view my colleague Gilad Nass’ report on the company’s restructuring.)

Meanwhile, the outlook at Nortel has gotten so bad that some reports last week indicated that the company may be forced into bankruptcy in the near future. Nortel quickly dismissed this, pointing out that it still has a cash cushion and doesn’t have any debt coming due until 2011. Nonetheless, Nortel shares are changing hands at their lowest-ever level (closing at 33 cents each on Monday) and may get booted off the Big Board because the stock price doesn’t meet the NYSE’s minimums for listing. Nortel’s current market capitalization is just $164m, but because of all the debt it carries, its enterprise value is $2.5bn.

We honestly can’t envision another strategic acquirer stepping in to buy Nortel, even at its current bargain-basement price. And forget about a buyout shop making a run at the company, given the frozen credit market and Nortel’s cash burn. But what about a piecemeal sale of the vendor, continuing its already announced divestiture plan?

Well, we suspect Microsoft would be interested in some of Nortel’s unified communications (UC) technology. There have been rumors of a deal between the two companies ever since they announced their UC partnership, dubbed Innovative Communications Alliance, in July 2006. (That was back when Nortel shares were changing hands at about $20 each, giving it a market capitalization of roughly $10bn.) Despite that rumor, we don’t see Microsoft getting into the business of selling base stations and routers, which would come with all of Nortel. If indeed Nortel goes bankrupt, however, Microsoft might be able to snag the UC assets in a court-supervised auction.

Meru: Nasdaq or bust

At the rate networking companies are consolidating, there may be no one left to buy Meru Networks. Earlier this week, Hewlett-Packard satisfied its appetite for WLAN equipment by acquiring Colubris Networks. That deal comes just two months after rival Trapeze Networks got snapped up by Belden, a cable and wiring company.

But the deal that probably scotched any potential trade sale for Meru was Brocade’s $3bn gamble on Foundry. The reason: Foundry has an OEM arrangement with Meru and was viewed as the most-likely acquirer of the WLAN equipment startup. We’re guessing Brocade probably figures it has its hands full with integrating Foundry’s existing business without adding additional pieces. Also, we view the planned Brocade-Foundry pairing as focused primarily on the datacenter, which wouldn’t have much use for WLAN equipment.

The only suitor we can put forward for Meru at this point is Juniper Networks. While Meru’s enterprise focus would fit well with Juniper, we understand the two companies kicked around a deal in 2005, at a reported $150m, but talks didn’t go far. Besides, a Meru source indicated recently that the company is plugging away on an IPO for next year. (We’ve heard that from the company for more than two years , but maybe 2009 will be the year.)

For Meru to go public at a decent valuation, however, it needs both a healthy IPO market and a healthy comparable, Aruba Networks. That company is currently trading at half the level it was at the start of the year, following a blown quarter in February. Aruba will have a chance to make amends in two weeks, as it will report results from its fiscal year on August 28.

Recent WLAN deals

Date Acquirer Target Price
Aug. 2008 HP Colubris Not disclosed
June 2008 Belden Trapeze Networks $133m
July 2008 Motorola AirDefense $85m*

Source: The 451 M&A KnowledgeBase

Wire buys wireless

Two weeks ago, we noted Trapeze Networks had been sold without indicating what company had been sitting across the table from the wireless LAN (WLAN) infrastructure vendor. The buyer can now be named: Belden. The St. Louis-based company is more known for its wiring and cable products. (Indeed, before inking the Trapeze deal, Belden’s previous deal had been the $195m purchase of a Hong Kong cable company.) We’ll have a full report on this transaction – and the implications for the sector – in tonight’s Daily 451.

While the pairing of a wireless company with a company known for its wires may seem odd, there are actually a fair number of points that make sense for Belden-Trapeze. For starters, Belden is viewed in the WLAN market as a neutral vendor, which means that Trapeze’s sales arrangements shouldn’t be threatened by the acquisition. We would contrast that with the fallout from Cisco’s early 2005 purchase of Airespace, which forced Airespace partners Alcatel and Nortel Networks to scramble to find a replacement supplier of WLAN technology after the deal. Also, Trapeze had decent sales in Europe and Asia, markets that Belden has targeted.

In the end, however, it all comes back to money. In that sense, the Trapeze deal shows how steeply the valuations of the WLAN infrastructure vendors have come down. The multiple in this deal was two-thirds lower than the level that Cisco paid three years ago in its purchase to get into this market. (Granted, Cisco has a reputation of skewing the market with top-dollar bids.) Still, Trapeze exited for $133m after raising about $100m in venture funding. We understand that rival Meru Networks is currently out raising another round. The company already counts Lehman Brothers, Clearstone Venture Partners, Sierra Ventures and DE Shaw among its investors. While Meru may well land an up round, we’re guessing Trapeze’s valuation – combined with Aruba Networks’ rough ride on the Nasdaq – certainly haven’t helped those conversations. 

WLAN vendor valuations

Company Acquirer Price Price-to-TTM sales ratio
Airespace Cisco $450m 7.5x*  
Trapeze Belden $133m 2.3x  
Aruba NA $467m market cap 2.7x  

*estimated, Source: The 451 M&A KnowledgeBase