Category: investment banking

Symantec goes box shopping?

Brenon Daly

Contact: Brenon Daly

After holding off for some time, Websense finally rolled out its first secure Web gateway appliance earlier this month. Now we’re hearing that another major security vendor is about to get into the box business. Only this time, it’ll be through acquisition, rather than internal development like it was at Websense. Several market sources have indicated that Symantec has purchased Mi5 Networks, a security appliance startup based in Sunnyvale, California.

The acquisition is expected to be announced at next week’s RSA conference, according to a source. If indeed the deal goes through, it will be Symantec’s first since picking up MessageLabs for $695m last October. Obviously, the purchase of five-year-old Mi5 would be much smaller. (We weren’t able to learn terms of the deal.)

Mi5 has raised just $3.5m in venture backing from Labrador Ventures, First Round Capital and several angel investors. Among the company’s early backers is Sunil Paul, who founded Brightmail. (That’s right, the very same company that was run by current Symantec CEO Enrique Salem.) And finally, there’s an even more direct link in the rumored pairing: Mi5 is currently headed by Doug Camplejohn, a former executive at Vontu, which Symantec acquired in late 2007.

EBay unwinds and adds on

Brenon Daly

Contact: Brenon Daly

For a company that essentially matches buyers and sellers, eBay has been doing a lot of dealing of its own this week. It has picked up a controlling stake in Gmarket, the South Korean online auction house. When we wrote about this possible deal in mid-August, we noted that eBay was willing to pay a not-insignificant premium for Gmarket. Makes sense, given that international sales have been growing more than twice as fast as US sales in recent quarters. (Ebay reports first-quarter earnings next Wednesday.)

The acquisition of a chunk of Gmarket, which is eBay’s first purchase since November, comes as the company also moved to unwind a pair of previous purchases. In the more straightforward of the two, eBay said it will sell StumbleUpon back to the founders of the online bookmarking site. The divestiture comes two years after eBay paid $75m for the property.

We would note that the deal is actually the second sale of an online bookmarking site in the past month. In mid-March, LookSmart divested its Furl property to Diigo, picking up an undisclosed chunk of equity in its privately held rival. While neither transaction performed as the acquirer had hoped, LookSmart did indeed look smarter than eBay because it paid only $1m for its flier on Furl, compared to the $75m that eBay handed over for StumbleUpon.

Rather than go the same route of divesting to former owners, eBay hopes to find a whole new set of buyers for its planned unwinding of Skype. It plans to spin the VoIP vendor to public market investors next year. (We’ll withhold comment on the rather unconventional ‘dual track’ that eBay has now set up for Skype. Just as we’ll withhold comment on the fact that ‘Skype’ rhymes with ‘hype.’)

If it’s lucky, eBay may see the division valued at about half of the $4.1bn that it spent on Skype (including earnouts) back in September 2005. EBay has already acknowledged that it overpaid for Skype, writing down some $1.4bn of the purchase price. While reports have indicated that Skype’s initial founders may be trying to repurchase the company from eBay (a la StumbleUpon), it appears those talks have ended. Still, we could very well see Skype getting snapped up in a trade sale before it hits the public market next year. In a mid-October report, we noted that any of the telcos or even Nokia might be interested in owning the largest VoIP provider.

eBay deal flow

Year Deal volume Deal value
2009 0* $0*
2008 4 $1.5bn
2007 3 $385m
2006 2 $75m
2005 7 $5.1bn

Source: The 451 M&A KnowledgeBase *Excludes purchase of controlling stake of Gmarket

Former PC buyer focuses on InFocus

Brenon Daly

Contact: Brenon Daly

Having already played a central role in much of the recent consolidation of the PC industry, John Hui has shifted his attention to another segment of the tech hardware market: digital projectors. Hui on Monday unveiled a take-private plan for long-suffering InFocus, offering 95 cents for each of the 41 million shares of the digital projector maker. The board of directors, which includes an activist shareholder, has signed off on the $39m tender offer. The bid will go out within two weeks and needs two-thirds of shareholders to support it. (InFocus management and the company’s largest shareholder, who holds 12% of the company, have agreed to back the buyout.)

Hui founded and took public eMachines in 2000. Shares traded underwater after the offer and Hui, advised by Los Angeles-based boutique Averil Capital Markets Group, took the company private the following year in a $161m deal. Hui then turned around and sold eMachines to Gateway for some $256m in early 2004. Following the sale, Hui held a large stake of Gateway and looked to expand that through an unsolicited offer for Gateway’s retail PC division in 2006. Instead, Acer picked up Gateway for $710m in cash in 2007. Shortly after that deal closed, the combined Acer/Gateway acquired Hui’s 75% stake in European PC vendor Packard Bell.

For all of the buying and selling over the past decade, Hui has tapped Averil founder Diana Maranon, a former banker at Wasserstein Perella & Co. (remember that firm?) and lawyer at Skadden Arps. On the other side, InFocus retained a trio of bankers (Blake Kim, Brian Sapp and Seth Ferguson) from Thomas Weisel Partners. The mandate actually dates back to mid-December, when the company hired TWP to help it evaluate an unsolicited approach.

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

Empire Capital: rain-making in security M&A

Brenon Daly

Contact: Brenon Daly

For the second time in less than a year, a micro-cap security company in which hedge fund Empire Capital holds a big position is being taken off the board. On Monday, Entrust said it agreed to a $114m offer from buyout firm Thoma Bravo. Terms call for the acquirer to pay $1.85 for each of the 61.3 million Entrust shares outstanding. The roughly 22% premium essentially values Entrust where it was last October. (The deal also carries a ‘go-shop’ provision.)

Empire, which has a seat on Entrust’s board, holds about 11.8 million shares of the company, or 19% of the total. (That means the hedge fund’s payday for its stake will be just $22m.) Although the board has signed off on it, the terms of the buyout aren’t exactly staggeringly rich: Entrust has $24m in cash and no debt, lowering the company’s enterprise value to just $90m. Entrust did about $100m in sales in 2008 and was expected to record only a slight dip in revenue this year, according to Wall Street projections.

The valuation of less than 1x trailing revenue for Entrust is just half the level of Tumbleweed Communications, the previous security company that Empire was involved with. In a trade sale last June, Tumbleweed got picked up by French rival Sopra. The deal valued Tumbleweed at nearly 2x trailing sales. Of course, it was a different time back then. For its part, Entrust was trading at about $3 on the day Sopra announced the Tumbleweed acquisition.

Revenue refresh through M&A

Brenon Daly

Contact: Brenon Daly

Having recently lost several key Asian customers in the brutally competitive digital TV market, Trident Microsystems went shopping in Europe last week to rebuild its top line. On its trip, Trident got a pretty good bargain. It will hand over some seven million shares, valued at roughly $10.3m, to Switzerland’s Micronas Semiconductor for three consumer product lines. We understand that the three units were generating more than $100m a year in sales.

The purchase comes at a crucial time for Trident. Revenue at the company has plummeted from $258m in the past fiscal year, which ended last June. With two quarters and guidance for the third quarter already in the books, revenue at Trident has totaled just $61m. That implies sales for the current fiscal year could well be just one-quarter the previous fiscal year’s figure. Along the way, Trident has slipped from a profitable business to a cash-burning one. Its difficulties haven’t been lost on Wall Street, which values the debt-free vendor at about $100m, just half its current cash level.

Trident’s pending pickup of the three Micronas units should help, both on the top and bottom lines. (Union Square Advisors worked with Trident while Micronas went with hometown bank Credit Suisse Securities.) The company indicated that the acquisition should put revenue at $35m for the quarter that ends in September, essentially matching the previous year’s level. More importantly, the combination will boost Trident’s earnings from the very start and slow its cash burn. The firm will have more to say about the deal, which will dramatically expand its portfolio and end markets, when it reports fiscal third-quarter earnings later this month. Meanwhile, we would note that Trident shares are slightly above where they were when the vendor announced the acquisition

PE firm calculates SumTotal

Brenon Daly

Contact: Brenon Daly

A half-decade ago, a pair of struggling public companies joined together in an effort to capitalize on the fragmented e-learning market. Click2Learn.com and Docent, which had beat up on each other for years, merged into a single company under the name SumTotal Systems. (Shareholders of Click2Learn held 52% of the combined entity, with Docent shareholders owning the rest.) The merger did little to help SumTotal’s performance on the Nasdaq. Since the pairing, which closed in mid-March 2004, the stock had dropped from above $8 to a low of $1.33 last month.

Earlier this week, Vista Equity Partners floated a bid of $3.25 for each of the 31.8 million shares of SumTotal outstanding. The buyout firm owns about four million SumTotal shares, or about 12.6% of the total. Vista started to accumulate its position in September, when the stock was just under $5, according to US Securities and Exchange Commission filings. Vista is the company’s largest shareholder. In addition, the second-largest holder, Discovery Group, has indicated that it wants SumTotal to sell the business. For its part, SumTotal (advised by RBC Capital Markets) has said only that it is reviewing the offer.

Vista’s unsolicited offer for SumTotal has more than a few echoes of Vector Capital’s recent grab of Aladdin Knowledge Systems. Both unsolicited bids came from San Francisco-based PE shops that had amassed a large stake in each company. Both valued the targeted company at less than 1x trailing sales, on enterprise value. (And somewhat unusually, both offers included ‘go-shop’ provisions.) There is one crucial difference, however, between the two targets: SumTotal isn’t profitable, and in fact has never turned a profit. Altogether, it has rung up an eye-popping $353m in accumulated deficit.

IBM-Sun: Nothing but March madness?

Brenon Daly

Contact: Brenon Daly

Maybe the speculation around IBM buying Sun Microsystems was nothing more than a bit of March Madness. When reports surfaced last month that a deal could be in the works, Sun’s long-ailing shares soared from about $5 to nearly $9 in a single session. (At the time, we also looked at what a potential pairing of the tech giants might mean.) And it wasn’t just sporadic trading that powered the mid-March move. More than 160 million Sun shares traded the day after The Wall Street Journal carried its report on initial talks, meaning volume was eight times heavier than average.

It turns out that anybody who bought the stock from then until last Friday is now underwater. (Or to continue our NCAA basketball terminology, they’ve had their bracket busted.) Both the WSJ and The New York Times reported Monday that a deal – even at a lowered price – may be off the table. Sun shares gave up one-quarter of their value in Monday afternoon trading, falling to about $6.50 each. Volume was again several times heavier than average.

Amid all these reports of tough negotiating and ‘recalibrated’ deal terms, we’re reminded of the five-month saga of one public company buying another public company last year. In mid-July, Brocade Communications unveiled a $3bn offer for Foundry Networks, paying nearly all of that in cash and only a tiny slice in equity. As the equity markets plunged last October, the two sides agreed to lower the deal value to $2.6bn by trimming the cash price and removing the equity component. (Brocade shares had been cut in half during the time from the announcement to the readjustment.)

Now, the combined Brocade-Foundry entity, which has existed since mid-December, has a total market capitalization of just $1.5bn. In fact, my colleague Simon Robinson recently speculated that Brocade may be attracting interest from suitors. One of the names that has popped up? IBM, which would get an instant presence in the networking market. And if Big Blue is done with Sun (as reports suggest), then perhaps the company will just shift its M&A focus.

Tough exits for VCs

Brenon Daly

Contact: Brenon Daly, Thomas Rasmussen

After being frozen for more than six months, there were some signs of a thaw this week in the tech IPO market. Chinese game maker Changyou.com enjoyed a strong debut on Thursday, and only inched down slightly in the following session. In addition, language software maker Rosetta Stone set the terms of its planned offering earlier in the week.

While the offerings are encouraging from a capital markets perspective, the same can’t be said for the VC community. The IPOs of Changyou.com and Rosetta Stone won’t mean a payoff for any of the Sand Hill Road crowd. (Changyou.com is a spinoff from online portal Soho, while Rosetta Stone counts a pair of buyout shops as its majority owners.) Of course, VCs have long since given up on betting on IPOs to boost their returns. Most acknowledge that for every portfolio company that does make it onto the public market, nearly 10 startups will get snapped up in a trade sale.

Unfortunately, there’s bad news on the M&A front, as well. My colleague Thomas Rasmussen calculated that the median valuation in the sale of VC-backed companies in the first quarter of 2009 slumped to 2.1x trailing 12-month (TTM) sales, compared to 3.8x TTM sales during the same period last year. Granted, that multiple was about twice as rich as first-quarter sales of non-VC-backed companies. But we would be quick to add that the 2.1x TTM sales multiple essentially matches the level for non-VC-backed startups in the first quarter of 2008. For more on first-quarter valuations and overall deal flow, see our first-quarter M&A report.

Buyers’ strike

Brenon Daly

Contact: Brenon Daly

When the Nasdaq was on an uninterrupted slide from early February to early March, market pundits talked about a ‘buyers’ strike’ by investors. (The month-long decline, which erased some 20% from the index, sank the Nasdaq close to levels not seen since the tech industry was emerging from the wreck in 2002. It has since rebounded above month-ago levels.) Apparently, that buyers’ strike also carried over to the companies’ M&A plans during the first three months of the year.

Publicly traded tech companies inked just 119 deals, which is half the level as the same quarter in 2008. The decline in spending is even more pronounced: In the first quarter, US public companies announced a grand total of just $3.2bn, which is one-tenth the level ($39.4bn) during the same period last year. We would note that even typically busy tech buyers such as Symantec, Citrix, Google and Hewlett-Packard all sat out the first quarter. And many of the big tech shoppers that did announce transactions just picked up assets from startups. Among the buyers of wind-downs were Netezza, SAP, EMC and Quest Software.

Combine the reluctance of corporate buyers with the disappearance of financial acquirers, and it’s no wonder tech M&A plunged to a record low in the quarter. As we recently noted, spending on deals plunged 85% quarter over quarter to just $8bn. Look for our full report on first-quarter tech M&A in tonight’s sendout.