Author: Brenon Daly

Big is back in Q2 M&A

Brenon Daly

Contact: Brenon Daly

Spending on tech M&A in the second quarter surged to the highest quarterly rate since the Credit Crisis erupted, driven by a return of some of the largest technology buyers. Overall, deal makers announced 773 transactions, with a total value of $62bn. The Q2 total, which represented a doubling of spending from the first three months of the year, topped the previous record in the ‘new normal’ environment by slightly more than 10%.

Fittingly for a new record, big tech names have figured prominently in M&A since April. For instance, SAP announced the largest transaction in the software industry in more than two years when it reached for Sybase in May, spending $6.1bn. Also in May, IBM put together its largest deal in two and a half years, paying $1.4bn for Sterling Commerce. Even telcos got into the act, with a pair of transactions valued at more than $10bn each in the second quarter.

Overall, four of the five largest acquisitions of the year were announced in the second quarter. That helped push the number of deals valued at $1bn or more announced in the second quarter to twice as many as the first quarter (14 transactions vs. 7). It’s also worth noting that with 21 10-digit transactions already announced in 2010, the full-year number of big-ticket purchases is almost certain to exceed the 33 deals valued at $1bn or more in both 2008 and 2009.

Recent quarterly deal flow

Period Deal volume Deal value
Q2 2010 773 $62bn
Q1 2010 847 $30bn
Q4 2009 818 $55bn
Q3 2009 758 $38bn
Q2 2009 777 $49bn
Q1 2009 622 $10bn
Q4 2008 724 $38bn
Q3 2008 733 $32bn

Source: The 451 M&A KnowledgeBase

Tech M&A in Q2: A clear record, but cloudy outlook

Brenon Daly

Contact: Brenon Daly

At the beginning of June, we noted that spending on tech deals in the second quarter was tracking to hit its highest quarterly level since the Credit Crisis erupted two years ago. And with the second quarter set to end later today, the period will indeed set a record, thanks largely to the return of big buyers. On a preliminary basis, we tallied $62bn worth of transactions in the April-June period. That’s basically 10% higher than the previous record, and fully twice the spending that we saw in the first three months of the year.

The new spending record – at least it’s a record in the world of the ‘new normal’ – comes despite some ominous growls from a bear market. The Nasdaq shed 10% of its value in the second quarter, finishing both May and June solidly in the red. For the past six weeks, the index has basically been lower than where it started the year.

Despite a long-standing correlation between the equity markets and M&A, spending on deals has picked up as the Nasdaq has dipped. However, where the correlation has stayed true is in the number of transactions. Activity has slowed virtually each month of the year, hitting its lowest level for 2010 in June. In fact, the monthly totals for each of the three months of the second quarter were lower than the lowest monthly total in the first quarter.

2010 activity, monthly

Month Nasdaq return Deal volume Deal value
January (5%) 296 $5bn
February 4% 278 $8.3bn
March 8% 273 $17bn
April 2% 252 $21.1bn
May (8%) 269 $19.7bn
June (5%) 249 $21.2bn

Source: The 451 M&A KnowledgeBase

A very happy birthday to LogMeIn

Brenon Daly

Contact: Brenon Daly

Exactly a year ago, LogMeIn hit the public market with an offering that has done what IPOs are generally expected to do. The debut priced at the top of its range ($14-16), raised a goodly amount of money ($107m, from 6.7 million shares at $16 each) and has held up solidly in the aftermarket. In its year as a public company, LogMeIn stock is up some 80% from its offer price, and more than 40% from its first-day close – twice the return of the Nasdaq over the same period. It currently sports an outsized market valuation of some $660m.

As we were wishing the on-demand remote connectivity vendor a happy birthday, we couldn’t help but be struck by the fact that if LogMeIn were trying to go public just a year later, the offering would almost certainly look less attractive. We’ve noted that three of the recent tech IPOs (Motricity, Convio and TeleNav) have all priced below their expected ranges. (The discounting was fairly dramatic in the case of Motricity, which ended up raising just half the amount that it originally planned.)

Also, as we discussed in a special report on the IPO market, offering sizes have been coming down. LogMeIn was able to raise more than $100m, despite finishing the previous year at about $50m. (Granted, looking at a subscription-based company in terms of revenue – rather than bookings – isn’t the most accurate financial picture.) In comparison, Tripwire, which recently put in its prospectus, is half again as big ($74m in 2009 revenue) as LogMeIn. But the security management provider is looking to raise just $86m.

The Motricity monstrosity

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Pulled prospectuses, cut terms and broken issues – it’s a singularly poor time for any company to go public. We’ve already chronicled the dispiriting ‘new normal’ for IPOs, with smaller offerings and lower valuations. But just when it seemed that the IPO market couldn’t sink any further, along came Motricity’s offering.

The debut last Friday from the mobile data platform provider had to be trimmed, both in the number of shares and the price. Originally, Motricity planned to sell 6.75 million shares at $14-$16 each. At the midpoint of the range, that would have netted the unprofitable company, which has rung up a total deficit of some $313m, about $100m.

Instead, Motricity managed to raise just half that amount. It ended up selling just five million shares at $10 each, raising just $50m. Since then, the newly public shares been underwater, having only changed hands in the single digits. How bad is that? Consider this: Motricity’s valuation as a public company ($350m) is less than the amount of money that it raised as a private company.

Is SafeNet looking to secure an IPO?

Brenon Daly

Contact: Brenon Daly

A little more than three years after it went private, SafeNet is looking to return to the public market. Several sources have indicated that the encryption vendor has lined up its underwriters and plans to file an S-1 in about two weeks. If indeed the offering goes ahead, it will face a market that is proving rather hostile to IPOs right now. (We recently looked at the dreary state of the IPO market in a special report.)

Through both organic and inorganic growth, the SafeNet that returns to the market will be about half the size of the one that stepped off the market. We understand that the company is running at about $450m in revenue, compared to about $300m in revenue in the year leading up to its leveraged buyout. While private, SafeNet did a handful of small deals as well as the contentious $160m take-private of Aladdin Knowledge Systems.

An IPO would mark a second straight exit for SafeNet’s owner, Vector Capital. The buyout shop sold its Register.com portfolio company last week, realizing a return of two and a half times its investment. Vector took the Web registration and design firm private in 2005, pared down the business, made it dramatically more profitable and then sold it to Web.com.

Also noteworthy about the rumored IPO by SafeNet is that the offering is being handled entirely by bulge-bracket banks. The book-runners are said to be JP Morgan Securities, Morgan Stanley and Goldman Sachs, with the offering co-managed by Bank of America Merrill Lynch and Deutsche Bank. Off the top of our heads, that’s the first tech IPO that we can think of that doesn’t have a regional or boutique bank also helping to bring out a company.

LANDesk nearly done

Brenon Daly

Contact: Brenon Daly

After a nearly half-year process, Emerson Electric is close to having LANDesk off its books. Emerson, which picked up the systems management vendor when it acquired Avocent for $1.2bn last fall, classifies LANDesk as a ‘discontinued operation’ and hired Greenhill & Co to advise it on the divestiture. We understand that final bids are being submitted right now, and a deal announcement is expected in two weeks or so.

Although it’s unclear who will end up with LANDesk, several sources have indicated that the buyer is likely to be another company, rather than a buyout shop. (Corporate castoffs often land in the portfolios of PE firms for a period of ‘rehabilitation’ before being snapped up by another company. Indeed, that was the path for LANDesk, which was sold off by Intel in 2002 to a pair of PE buyers, Vector Capital and VSpring Capital, before being bought four years later by Avocent.) Of course, a PE buyer could pair the LANDesk property with an existing portfolio company to enjoy some of the cost savings that generally allow strategic buyers to outbid pure financial buyers.

In an earlier report, my colleague Dennis Callaghan highlighted a few potential buyers for LANDesk, including virtualization vendors, hardware companies and security firms. However, we understand that the obvious suitors in those sectors are no longer in the process: VMware and Lenovo, both of which have key partnerships with LANDesk, are said to have moved on.

Another corporate buyer that we can scratch off the list? Novell. Apparently, the company was aggressively courting LANDesk early in the process, including offering a rumored high price in exchange for exclusivity. Of course, Novell has other issues to contend with, and may well be a seller of the overall company rather than a buyer of other assets.

Vector ‘registers’ a solid exit

Brenon Daly

Contact: Brenon Daly

A half-decade after taking Register.com private, Vector Capital announced the sale of the website registration and design provider to Web.com Group for $135m. That’s a fair bit lower than the $200m the buyout shop paid for the equity of Register.com in the LBO, but a fair bit above the company’s net cost of about $90m. (Profitable and debt-free Register.com held about $55m in cash and another $55m in short-term investments when it was taken private.)

As for the return, we understand that between two dividends, a divestiture and now the sale of the business, Vector realized about 2.5 times its original $60m equity investment on Register.com. What’s interesting about the return is that Vector is making money on its holding even though Register.com actually shrank in the time it was owned by the buyout shop. Consider it a case of quality over quantity.

When it went private, Register.com was clipping along at a rate of about $25m per quarter. According to Web.com, that level has now dipped to $20m per quarter. (That may or may not be a sandbagged projection from the acquirer.) Part of the revenue decrease can be attributed to the fact that Register.com shed the corporate domain management business, which was doing just shy of $8m each quarter in business. So, on an absolute basis, the property is smaller, but on a comparable basis, the Register.com business grew on the top line.

Far more important than revenue growth is the fact that Register.com became far more profitable as a private company. (Some cuts appear pretty obvious to us: In the period before it went private, Register.com was spending about one-third of its revenue on sales and marketing.) On the conference call discussing the deal, Web.com indicated Register.com was running at a mid-to-high 20% ‘adjusted EBITDA’ margin. That’s a pretty rich level. In fact, it’s about 10 percentage points higher than Web.com’s own ‘adjusted EBITDA ‘ margins.

A potential quarter-billion dollar M&A hangover for JDA

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The cost of JDA Software’s purchase of i2 Technologies just got a lot steeper. A jury has found that i2 software failed to do what it was supposed to do for department store chain Dillard’s. The case goes back a decade, long before JDA picked up the supply chain vendor. (The $568m acquisition, which we called a buyout-style play, closed in December 2009 after a very rocky process that played out during the depth of the credit crisis.)

As part of its decision, the jury awarded Dillard’s a whopping $246m: $8m of that for direct damages and $238m in punitive damages. JDA says it will appeal the verdict. Regardless of outcome – and how much JDA has to pay – the company has already lost in the court of Wall Street. Investors sliced $215m, or 20%, off JDA’s valuation on June 16. (Shares of the supply chain management vendor are now changing hands at about 10% lower than they were when the deal closed, compared to a 5% gain in the Nasdaq over the same period.)

With JDA on the hook for a quarter-billion dollars (at least potentially) because of legal problems at an acquired company, it joins a dubious list of buyers that have gotten burned. Most notably, SAP picked up software maintenance provider TomorrowNow in early 2005 as a way to siphon off some of the rich maintenance stream that Oracle collects for supporting its application. Oracle sued SAP, alleging that TomorrowNow illegally downloaded information about Oracle’s support program ‘and then used that data to service its own customers.’ SAP has since shuttered the division. It looks likely that the Oracle-SAP case will go to trial later this year.

Looking at Lawson

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What was shaping up as an explosive showdown between Carl Icahn and Genzyme has been defused ahead of today’s board meeting at the biotech company. By adding two nominees selected by Icahn to the expanded board of directors, Genzyme avoided the full-blown proxy fight that had been brewing. With that matter settled, we wonder if Icahn will turn his attention to his newest tech investment – Lawson Software.

The gadfly investor owns stock and options equaling about 15.6 million Lawson shares, or roughly 9.7% of the old-line ERP vendor. As is often the case in his investments, Icahn says he will push for moves that maximize shareholder value, which could include a sale of the company. However, we would note that in his recent role as shareholder activist, Icahn hasn’t succeeded in putting his holdings in play.

Although he helped spur the sale of BEA Systems in early 2008, his more recent agitation hasn’t necessarily resulted in M&A. Among other holdings, Icahn has owned or currently owns stakes in Yahoo, Motorola and Mentor Graphics – all of which still trade on their own. Likewise, we suspect Lawson will remain independent, even if Icahn pushes for a sale.

For starters, the company isn’t cheap. Shares have tacked on 60% over the past year – twice the return of the Nasdaq and three times the gain of Oracle over the same period. That gives Lawson a market capitalization of $1.3bn. (It holds roughly the same amount of cash and debt, so Lawson’s enterprise value is also about $1.3bn.)

If we assume the company will generate about $350m in maintenance revenue in its current fiscal year, Lawson currently trades at 3.7 times its maintenance revenue. A conservative 30% premium on top of Lawson’s current valuation would add $400m to the price, for a total cost of $1.7bn or nearly 5 times maintenance revenue. That valuation isn’t overly rich, but it is probably at the high end of the range that a financial-minded buyer could make work.

IBM analyses Coremetrics, makes a deal

Brenon Daly

Contact: Brenon Daly

We were close on our earlier rumor-mongering on Coremetrics, but tapped the wrong buyer. Four months ago, we heard that the Web analytics firms was in play and had retained Goldman Sachs to represent it. (And, indeed, Goldman did advise Coremetrics in the process.) On June 15, IBM said it was picking up Coremetrics for an undisclosed amount. Originally, we thought salesforce.com made the most sense as the buyer for Coremetrics.

It’s not hard to imagine that IBM’s desire for Coremetrics increased significantly after its two most-recent acquisitions, Sterling Commerce and Cast Iron Systems. For instance, Coremetrics would give much more insight into the activities on the business-to-business network that Big Blue picked up three weeks ago when it paid $1.4bn for Sterling Commerce. Coremetrics has some 2,100 customers.

Even with this deal done, we still think Coremetrics would have been a natural fit for salesforce.com, and would have given a significant boost to the company’s effort to diversify from its legacy sales force automation (SFA) business. Sales of that product still account for two-thirds of overall company revenue.

Salesforce.com recently indicated it was willing to go shopping to increase its non-SFA business, reaching for business directory provider Jigsaw Data. At $142m in cash, the price of Jigsaw was more than salesforce.com spent, collectively, on its previous seven acquisitions. Who knows, maybe salesforce.com will turn to fellow analytics firm Webtrends, which is owned by buyout shop Francisco Partners. Incidentally, one of Francisco’s founding partners, Sandy Robertson, serves on salesforce.com’s board of directors.