Category: M&A

A bummer of a summer

Brenon Daly

Contact: Brenon Daly

Since we’re right at the midpoint of the third quarter, we thought we’d check up on recent deal flow. (For all of the pre-decimalization Wall Street traders out there, this means that 2010 is now five-eighths in the book.) When we ran the M&A numbers for Q3 so far, we found that it’s been a bummer of a summer for dealmakers: The number of transactions from July 1 to August 15 hit a six-year low.

For the six-week summer period so far this year, the number of deals totaled just 373 transactions, only a slight 3% decline from the recent low (386 deals during the same period in 2008) but a whopping 30% drop from the recent high (530 deals during the same period in 2006). Further, the scant spending in the period so far puts the full third quarter on track to hit just the low end of the range we’ve seen since the Credit Crisis erupted. And that’s coming after a post-recession M&A spending record notched in the second quarter. (See our full Q2 report.)

There are a number of reasons for the light activity. The stock market has been weak lately, with the recent slide leaving the Nasdaq underwater for the year. So far in August, the Nasdaq has registered seven down days compared to three days when it closed in positive territory. During that same period, the uncertainty in the market – as represented by the Chicago Board Options Exchange’s Volatility Index – has moved from the low-20s to the mid-20s. Risk and uncertainty tend to work against M&A, either by prolonging negotiations or killing deals altogether.

Mid-Q3 M&A totals

Period Deal volume Deal value
July 1-Aug. 15, 2010 373 $16.2bn
July 1-Aug. 15, 2009 403 $11.9bn
July 1-Aug. 15, 2008 386 $18bn
July 1-Aug. 15, 2007 427 $35.2bn
July 1-Aug. 15, 2006 530 $55.5bn
July 1-Aug. 15, 2005 383 $37.9bn
July 1-Aug. 15, 2004 244 $10bn

Source: The 451 M&A KnowledgeBase

Do-or-die time for LANDesk divestiture

Brenon Daly

Contact: Brenon Daly

It’s do-or-die time for the LANDesk divestiture, with the period of exclusivity with the most serious bidder set to expire Friday. Buyout shop Thoma Bravo is said to be the last remaining party at the table for the systems management vendor, which Emerson Electric has been trying to shed for more than six months. The current betting is that Thoma Bravo, which has done a half-dozen deals so far this year, will not take home LANDesk.

Thoma Bravo, of course, already has a play in this market – one that it got thanks to another public company divestiture. The private equity (PE) firm picked up the IT asset management division from Macrovision (now known as Rovi) in February 2008, renaming the business Flexera Software. Flexera has since bolted on four other businesses, including the purchase of ManageSoft in May. As my colleague Dennis Callaghan has noted, the hypothetical pairing of Flexera and LANDesk would bring some overlap, but would add technology for endpoint security management, service desk, remote control, power management and application virtualization that Flexera doesn’t have on its own.

While the combination makes sense strategically, we have heard that the process is snagged financially. Several sources have indicated that the asking price for LANDesk has come down from more than $300m early in the process to $250m now. (LANDesk sold for $416m back in April 2006 to Avocent, which was subsequently acquired by Emerson.) At the current level, LANDesk would be valued at more than eight times EBITDA, according to our understanding. That might prove a little rich for Thoma Bravo.

Same old, same old at Novell?

Brenon Daly

Contact: Brenon Daly

Ever since hedge fund Elliott Associates put Novell in play five months ago, we’ve said that the company was going to be a tough sell. It’s a mixed bag of businesses, both in terms of what those businesses sell and how they perform. (Or rather, how those businesses underperform, as we were reminded by Novell’s warning earlier this week about third-quarter results. If nothing else, that kept alive Novell’s streak – it also came up short in the two quarters leading up to Elliott’s run at the company.)

Undoubtedly, Novell – an underperforming company that nonetheless found its treasury stuffed with more than $1bn of cash – offered an easy target for the gadfly investor. But having that agitation turn into an acquisition is proving much more difficult. (We recently took an in-depth look at Novell, as well as the specific business lines and which suitors might be eyeing them, in a special report.)

While the process initially attracted a number of parties, we understand that there are only three left at the table: a private equity-backed company, a UK-based PE firm and a joint bid between a publicly traded tech company and a buyout shop. It’s not clear that any of the three will actually close a deal for Novell. (The process has already run past two deadlines, we gather.) Without a deal, shares of Novell would be left to trade on the company’s own merits, which probably wouldn’t do much for shareholder value.

Novell timeline

Date Event
March 2, 2010 Elliott Associates launches unsolicited bid of $5.75 per share, or $2bn equity value
March 20, 2010 Novell board rejects Elliott’s bid, retains JP Morgan Securities to explore alternatives

Source: The 451 M&A KnowledgeBase

Strategic ardor for Arbor

Brenon Daly

Contact: Brenon Daly

In yet another sign that private equity (PE) still hasn’t recovered to the level that the buyout barons enjoyed in the halcyon days before the Credit Crisis, consider the process around Arbor Networks. The network security and monitoring vendor had many of the characteristics that would typically appeal to a PE shop: a mature company that was running at about $100m, with EBITDA margins approaching the mid-teens, according to our understanding. Along with the decent cash generation, 10-year-old Arbor was also growing, targeting about 20% expansion for 2011.

Even though some half-dozen PE firms looked at Arbor, the company ended up going to a strategic acquirer, Tektronix. (See our full report on the deal, which wasn’t the most intuitive pairing we could have come up with for Arbor. That said, as my colleague Andrew Hay notes in the report, the acquisition of Arbor gives Tektronix a way to couple its network diagnostics and management of fixed, mobile, IP and converged multiservice networks with security and threat mitigation products.)

So while the portfolio expansion certainly makes sense for Tektronix, there’s also the interesting side note that, in this case, a strategic buyer is outbidding would-be financial acquirers. Further, that’s largely without relying on so-called ‘synergies,’ or cost savings from cutting duplicative operations at the acquired company to effectively lower the valuation for a corporation. (The reason: Tektronix is basically absorbing all of Arbor, running it as a stand-alone business.) That sort of corporate dealmaking is a far cry from three years ago, when the low cost of capital sometimes allowed PE firms to outbid companies, even when a not-insignificant amount of synergies figured into the deal.

Private equity activity

Period Deal volume Deal value
Jan. 1-Aug. 10, 2010 170 $18.4bn
Jan. 1-Aug. 10, 2009 170 $3.8bn
Jan. 1-Aug. 10, 2008 158 $18.3bn
Jan. 1-Aug. 10, 2007 209 $109.7bn
Jan. 1-Aug. 10, 2006 189 $53bn

Source: The 451 M&A KnowledgeBase

McAfee doubles down with tenCube

Contact: Jarrett Streebin

McAfee recently made its second purchase this year in the mobile security field, picking up tenCube. The Singapore-based startup’s applications provide backup and restore for select data, device tracking, as well as remote lock and wipe for Android, BlackBerry, Symbian and Windows Mobile smartphones. Combined with McAfee’s recent acquisition of Trust Digital, recently disclosed in an SEC filing as a $33m purchase, the two deals help provide the largest stand-alone security company with the ability to secure and manage both consumer and enterprise smartphones.

Although mobile hacking is increasing, the several levels of control present in the devices and networks have prevented a major outbreak of malware infections. But due to the rapid expansion of mobile traffic, as well as the amount of sensitive information stored on and sent by these devices, the likelihood of such attacks is increasing. McAfee is well aware of these threats and has been expanding its offerings since its purchase of SafeBoot in 2007. Then, in May it purchased Santa Clara-based startup Trust Digital, providing McAfee with a robust set of Enterprise Mobility Management tools to help manage smartphones on employer networks. Now with tenCube, McAfee adds WaveSecure, the leading device security application for Android phones. WaveSecure is also offered on most other mobile operating systems, providing McAfee with a complete suite to sell to carriers and OEMs.

To say that mobile security has been a hot space recently would be an understatement. TenCube was the most recent of seven acquisitions this year – up from zero in all of last year and only one the year before. Although McAfee gets one of the best device security application makers with tenCube, there are still others left on the market. It’s likely that we’ll see tenCube’s competitors SmrtGuard and Lookout Inc, as well as other mobile device management players like Conceivium, BoxTone, MobileIron and Zenprise, attract M&A attention in the future as more players look to enter the mobile market or strengthen current offerings. Look for our full report in tonight’s MIS sendout.

Storage sector M&A holding steady

Ben Kolada

Contact: Ben Kolada, Henry Baltazar

In its eighth storage play, IBM announced last week that it is acquiring data compression vendor Storwize. The move, which came quickly on the heels of Dell’s purchase of data de-duplication provider Ocarina Networks, brings the number of storage deals we’ve tallied in 2010 to 19. That’s roughly on par with the volume of storage transactions in the same period last year.

Of course, deal flow in the sector last year was dominated by a bidding war over Data Domain, which sold to EMC for $2.3bn after NetApp put the data de-dupe specialist in play but then got topped. We would note that EMC – the most active acquirer in the storage industry, having picked up some 15 storage companies over the past eight years – has been out of the storage market since it bought Data Domain. However, the storage giant may figure into the industry’s most recent deal. What do we mean?

Big Blue’s purchase of Storwize appears to be a reaction to EMC’s announcement in May that it was adding compression to its midrange Clariion and Celerra platforms. (The Storwize deal was first rumored in June, just after EMC’s announcement.) Storwize is unique in the storage space because it offers real-time data compression of up to 80%. Further, my colleague Henry Baltazar claims that IBM has already been working with Storwize for about a year. Storwize’s appliances run on System x servers, which Big Blue points out should ease the integration process – and help it to match the competitive moves by rival EMC.

Shopping hard in the City of Light

Brenon Daly

Contact:  Brenon Daly

On its visit to Paris, Francisco Partners brought home more than just a miniature souvenir Eiffel Tower. In the past week, the buyout shop has announced not one but two $100m deals struck in the French capital. Francisco’s unusual double dip comes at a time when the dollar, which had been at multiyear highs against the euro earlier in 2010, has slumped in recent weeks. (We recently looked at the trade winds blowing across the Atlantic.)

For Francisco, the transactions would help restock its European holdings. The buyout shop sold Swiss chip company Numonyx to Micron Technology for $1.3bn in May. In its first deal, Francisco put forward a $100m offer for the Grass Valley Broadcast business, which is being divested by Paris-based Technicolor. (The actual Grass Valley Broadcast business operates in central California, an ocean away from The City of Light.) In probably the more interesting move, Francisco picked up a majority stake in on-demand email marketing company Emailvision. The purchase gave Emailvision, which was advised by Pacific Crest Securities, a fully diluted equity value of about $109m.

Signal Hill draws a bead on Updata

Brenon Daly

Contact: Brenon Daly

The aftershocks just keep reverberating across the tech banking landscape. Three months after Stifel Financial acquired midmarket bank Thomas Weisel Partners, another non-tech bank has used M&A to build up its tech advisory practice. On Tuesday, Signal Hill announced that it has purchased Updata Advisors, with all six of Updata’s bankers joining the Baltimore-based firm that has its roots in Alex. Brown.

The deal marks the fourth acquisition of a bank with at least one tech advisory credit so far in 2010. That compares to just six acquisitions in all of 2009. However, this year’s activity trails the massive consolidation we saw during the Wall Street turmoil of 2008, when no less than 14 banks – ranging from boutiques to multibillion-dollar financial giants – got snapped up.

Financial terms weren’t disclosed. But we understand that Updata’s partners rolled over their equity into Signal Hill and now hold a minority stake in the bank. Talks between the two sides played out rather quickly, just over the past three months or so. The firms are neighbors, and are relatively well-known along the mid-Atlantic seaboard. (To be clear, Updata Advisors – the M&A wing of Updata – will be moving under the Signal Hill brand, while the investment arm, Updata Partners, will continue doing business on its own.)

For Updata, the deal comes at a time when it has rung up a fair number of recent advisory credits. The boutique has five prints so far this year, including advising ChosenSecurity on its sale to PGP and PurchasingNet’s sale to Versata. Last year, Updata had sole buyside credit for Compuware’s $295m purchase of Gomez. Overall on our league table, Updata ranked 16th in 2009 and 10th in 2008 in terms of number of advised transactions.

Early-mover (dis)advantage at Daptiv

Brenon Daly

Contact: Brenon Daly

So much for early-mover advantage. Daptiv – a pioneering Web-hosted project and portfolio management (PPM) startup founded in 1997 that was originally known as eProject – got sold for scraps late last week. The sale to a buyout shop stands as particularly disadvantaged when compared to earlier deals in the market, a number of which saw giant software companies writing checks in the hundreds of millions of dollars to snap up other PPM vendors. (See our full report on the deal.)

While its rivals were selling out (at rather nice multiples, thank you very much), Daptiv was focusing on selling its product. And it was doing a fair job at that, running at around $20m in revenue. (Incidentally, that’s true revenue, not bookings at the subscription-based company.) Along the way, Daptiv managed to raise about $30m from backers, following a recapitalization in the mid-2000s. So far, so good.

Problems began surfacing at Daptiv earlier this year, however. The company went through a restructuring, trimming about 15% of its employees and swapping out its CEO. It had been trying to raise another round of funding, but we suspect that it found its existing investment syndicate rather frayed. (Daptiv includes Vault Capital as well as Pinpoint Ventures among its investors. Neither firm is particularly active – or even lively – these days.)

While Daptiv had been out looking to drum up dollars from venture capitalists, the company had also been in talks with a firm on the other end of the entrepreneurial spectrum: buyout shop Parallax Capital Partners. Parallax Capital has acquired a number of other tech businesses that have gotten a bit long in the tooth, and, like other additions to its portfolio, it reportedly got a bargain in its acquisition of Daptiv. One report, which included photocopies of the purchase agreement, indicated that Parallax Capital is paying just $12.7m for Daptiv, with only $5.3m of that flowing to shareholders.

Select PPM transactions

Date announced Acquirer Target Deal value
July 27, 2010 Parallax Capital Partners Daptiv (fka eProject) Reported $12.7m
October 8, 2008 Oracle Primavera Software $350m*
June 9, 2005 CA Technologies Niku $350m
June 10, 2003 Mercury Interactive (now HP) Kintana $225m

Source: The 451 M&A KnowledgeBase *451 Group estimate

Buying and selling at Disney 2.0

Contact: Jarrett Streebin

If we look at the recent M&A moves by Disney, it’s clear what the media giant sees as its future. Just today, Disney divested its Miramax division, only days after its $563m purchase of social gaming startup Playdom. Taken together, these deals show that 86-year-old Disney is leaving the box office behind and betting big on social gaming.

Earlier this month, Disney bought its first social gaming company, Tapulous. The 30-person startup based in Palo Alto, California, specializes in mobile social games for Apple iPhone and Google Android devices. Playdom, which specializes in online social games, rounds out Disney’s offerings and provides it with roughly 38 million users, according to Playdom’s website. Combined, it’s likely that Disney will use Tapulous and Playdom to push its signature brands such as Marvel Comics, Pixar and ESPN to both mobile and online audiences.

It’s clear that Disney is recognizing what the rest of the industry has already seen: it has to buy its way into this market. Internet gaming acquisitions have gone through the roof this year. The 40 transactions year-to-date is more than twice the number (17) during the same period last year. Disney isn’t the only major buyer in the space, though. Playdom had inked a half-dozen deals of its own, and Electronic Arts dropped $300m on Playfish late last year, as well as reaching for IronMonkey Studios and J2Play within the last 12 months. The business of social games, although once stratified by a coterie of geeky developers, is quickly being consolidated by the major media and entertainment players.