Preemptive consolidation in financial IT?

-Contact Thomas Rasmussen

With reports indicating that IBM has pulled its multibillion-dollar offer for Sun Microsystems, the second-largest deal of the year so far is the $2.9bn all-equity purchase of Metavante by Fidelity National Information Services (FIS) announced in early April. (Yesterday, Express Scripts announced that it will fork over $4.7bn for WellPoint’s NextRx subsidiaries.) In fact, we recently noted that the first quarter closed without a single transaction worth more than $1bn. It was the first time a quarter passed without a 10-digit deal since we began keeping records in January 2002. This transaction consolidates two active acquirers. Metavante and FIS have together inked more than 30 purchases over the past five years: FIS has completed 18 deals worth north of $7bn (excluding this pickup), while Metavante has closed 15 to the tune of about $1.4bn.

The combined FIS and Metavante will have revenue of $5.1bn, about $300m in cash after the transaction closes, and free cash flow of about $700m. However, though the management of the new company outlined its healthy cash flow as means for making further acquisitions, we don’t expect them to step immediately back into the market as the giants work on integrating the blockbuster deal. (We would note that both FIS and Metavante were out of the market in 2008.) Instead, we expect near-term consolidation to likely come from the firm’s two remaining large competitors Fiserv and First Data Corp, which Kohlberg Kravis Roberts took private for $30bn two years ago. Additionally, we could see Oracle and IBM using their vast cash reserves to buy their way into this sector. In fact, FIS and Metavante said in their conference call discussing their planned transaction that one of the reasons they were getting together was to stave off the expected competition from Oracle and Big Blue. So who might be of interest to any of these buyers? We suspect smaller players such as Jack Henry & Associates or even payments competitors TeleCommunication Systems and S1 Corp could well become targets.

Financial IT M&A by the now three largest buyers since 2002

Acquirer Number of deals Total deal value
FIS-Metavante 42 $12.7bn
First Data Corp 20 $9bn
Fiserv 28 $5.3bn

Source: The 451 M&A KnowledgeBase

Semi trouble

-Contact Thomas Rasmussen, Greg Quick

There are bargains aplenty in the semiconductor sector. From Integrated Device Technology’s $20m tuck-in of Silicon Optix last month to Sun Microsystems’ takeover last April of Montalvo Systems for an estimated $25m, we’ve seen a flurry of lowball purchases of semiconductor startups over the past year. The reason? These companies tend to have a high burn rate, without much revenue to offset that. (For instance, we estimate that Silicon Optix generated just $4m in sales in the year leading up to its acquisition, while Montalvo was still a pre-revenue company.)

Of course, the semiconductor industry has been slumping for several years, with a sharp decline in valuations. While the number of deals has been tracking steadily at around 180 per year recently (147 so far this year), the amount spent on deals – a far more important figure – is down almost 40% from last year, and close to 80% from 2006. Things are not getting any better, either, at least according to our recent Tech Banking Outlook Survey. Bankers rated the semiconductor industry the lowest in terms of anticipated M&A spending for next year.

This dour outlook is likely to have an extremely negative impact on the semiconductor startups still out there trying to make it. And there are a lot of companies, backed by a lot of venture capital, trying to crack into markets that have taken much longer to materialize than ever imagined. For example, in the promising category of 10Gbase-T physical layer technology, we wonder about the outlook for Teranetics and Solarflare Communications. Also, we recently wrote about the troubles in the highly crowded and fragmented 10-Gigabit Ethernet controller space. Although Intel, Broadcom and the overall market are starting to show signs of life, the situation for the many startups in the sector is not looking any better. In fact, we heard recently that Neterion’s president might have thrown in the towel and that the company could be on the block. Having wagered in the vicinity of $100m, investors will undoubtedly take a bath on this one.