M&A – Page 167 – Inorganic Growth

The saga of Certicom’s sale

February 9, 2009 Brenon Daly

After more than two months of bid and counterbid, the saga of the sale of Certicom appears to be nearing its close. In early December, fellow Canadian tech company Research in Motion tossed out a low-ball bid of $1.21 for each of the 43.7 million shares of Certicom. Overall, that valued the cryptography vendor at some $53m. We should hasten to add that RIM’s offer was unsolicited.

Certicom, along with adviser TD Securities, mulled over the offer for about three weeks before saying ‘thanks but no thanks’ to RIM. Undeterred, RIM kept its bid alive for the next month, before officially pulling it January 20. Three days after that, VeriSign stepped in with an offer of $1.67 for each Certicom share, or a total of $73m.

Just last week, RIM reentered the picture with a bid of $2.44 per share, or about $106m. (Viewed another way, RIM’s new offer values Certicom at exactly twice the level as its initial bid.) As part of the terms, VeriSign now has until Wednesday to up its offer or see Certicom go to RIM. (The deal carries a $4m breakup fee.)

Of course, there could always be a third suitor in the picture. If we had to pick one likely candidate, we might tap IBM. Last April, Big Blue inked a ‘multiyear, multimillion-dollar’ license agreement with Certicom, and has already handed over a $2m upfront payment.

How do you say ‘please come back’ in Korean?

February 6, 2009February 11, 2009

-Contact Thomas Rasmussen

When SanDisk released its dismal earnings this week, dismayed shareholders hastily headed for the hills. The exodus caused SanDisk’s stock to plunge 25%. In the fourth quarter of 2008, the flash memory giant lost $1.6bn, pushing its total loss for the year to $2bn. This red ink from operations was exacerbated by the company’s $1bn of acquisition-related write-downs stemming from its $1.5bn acquisition of msystems in July 2006. In the days following the dire news, SanDisk has been trading at a valuation of around $2.2bn. That’s a far cry from the $5.6bn that Samsung offered for SanDisk in September.

To put the decline in perspective, SanDisk’s three largest outside shareholders – Clearbridge Advisors, Capital International Asset Management and Capital Guardian Trust, which collectively own more than 15% of SanDisk (as of September 30) – suffered a paper loss of more than $700m since the day Samsung walked away from the proposed deal. Given this, we wouldn’t be surprised if shareholder ire forced SanDisk to reconsider its strategic options this year. On its earnings call this past Monday, the company reiterated that its board is indeed open to deal with any interested parties, which begs the inevitable question: Who might be willing buyers?

With private equity largely stymied and longtime partner Toshiba repeatedly stating that it’s not interested in a deal, Samsung is still the most logical fit. It has the cash, has shown a willingness to pay a solid premium, and would integrate well with SanDisk’s overall portfolio of products. In addition to its valuable intellectual property assets (which would eliminate those ugly royalty fees) and flash and solid-state drive lineup, SanDisk would instantly give Samsung the second-largest share of the music player market, behind only Apple. Perhaps it’s time for SanDisk CEO Eli Harari to brush up on his Korean, or at least learn how to say ‘please come back’ in that language.

Divestitures and deal flow

February 5, 2009 Brenon Daly

Contact: Brenon Daly

Qualcomm’s recent pickup of graphics and multimedia assets cast off by Advanced Micro Devices continued a trend toward divestitures by major technology companies. Nokia, Verisign, Rackable Systems and Symantec, among others, all sold parts of their business in 2008. And, more specific to the chip industry, AMD’s rival Intel has done more selling than buying over the past three years. (For the record, AMD sold technology to Qualcomm that the wireless company had licensed for several years. Qualcomm will hand over $65m for the unit.)

We expect that more companies will look to sell off segments in 2009, as Wall Street increases the pressure on them to focus on their core business. (We have noted in the past that Symantec, which will have a change at the chief executive spot in April, is a prime candidate for further divestitures.) In 2008, spending on divested business units accounted for some 11% of all M&A activity. That’s up from just 7% in 2007. We wouldn’t be surprised at all to see divestiture spending remain in the double digits in 2009.

A 2007 deal done in 2009

February 4, 2009February 5, 2009 Brenon Daly

Contact: Brenon Daly

In many ways, Autonomy Corp’s surprise purchase of Interwoven looked more like a 2007 deal than any transaction of a more recent vintage. In fact, both the purchase and the valuation line up almost exactly with acquisitions of public companies in 2007. Specifically, Interwoven’s enterprise value (EV) of $704m matches almost exactly the median EV of $701m for companies acquired in 2007. And Autonomy’s purchase values the content management vendor at 2.8x its trailing 12-month (TTM) sales, compared to 2.6x TTM sales for deals in 2007.

The Autonomy-Interwoven transaction stands out even more coming off of 2008, when public company deals took a hammering. The median EV/TTM sales multiple got cut nearly in half last year, falling to 1.4x from 2.6x in 2007. Meanwhile, the median purchase price sank to $159m from $701m.

Public company M&A

Year	Median deal size	Median EV/TTM valuation
2008	$159m	1.4x
2007	$701m	2.6x
2006	$393m	2.1x
2005	$346m	2.3x

Source: The 451 M&A KnowledgeBase

A frozen January

February 3, 2009 Brenon Daly

Contact: Brenon Daly

In the equity market, there’s a well-known investing phenomenon called ‘the January effect.’ The basis of this is that stocks, particularly small-caps, tend to rise in the first week or two of the New Year as investors buy back some of the names they might have sold for tax reasons at the end of the prior year.

Since the first month of 2009 is in the books, we decided to investigate whether there was a similar January effect on the M&A market this year. Based on the last few years, we’d note that dealmaking tends to start slowly. In each of the past three years, spending on M&A in January has come in significantly below a month-by-month average for the year.

But far more dramatically, the deal totals indicate a new January effect – this year’s market is frozen. Spending plummeted to just $2.1bn in the first month of the year. The reason? The disappearance of the big deal. Autonomy Corp’s $775m all-cash purchase of Interwoven stands as the largest transaction of 2009 so far. However, in January 2008 there were three deals larger than Autonomy-Interwoven, and January 2007 posted six deals larger.

M&A in January

Period	Deal volume	Deal value	% of total annual M&A spending
January 2005	208	$40.5bn	11%
January 2006	321	$16.8bn	4%
January 2007	373	$20.9bn	5%
January 2008	333	$17.6bn	6%
January 2009	204	$2.1bn	N/A

Source: The 451 M&A KnowledgeBase

New face at the head of the league table

February 3, 2009February 3, 2009 Brenon Daly

Contact: Brenon Daly

Fittingly for a year that saw an unprecedented amount of upheaval on Wall Street, Barclays came from nowhere in 2008 to take the top spot on the 451 Group’s annual league table. And when we say it came from nowhere, we mean that literally: The British bank didn’t have a hand in a single IT deal involving a US-based company in 2007. It owes its dramatic rise to its purchase of Lehman Brothers, a bank that figured at the sharp end of the ranking for each of the past three years.

The unexpected ascent of Barclays snapped a three-year run by Goldman Sachs as busiest tech adviser, with Goldman slipping back to second place. JP Morgan Chase, boosted by its acquisition of Bear Stearns in May, rebounded to third. It was a notable comeback for JP Morgan, which had plummeted to 11th place in 2007. Furthermore, JP Morgan was one of the only major banks to actually increase both the number of deals it worked and the value of those deals, year over year.

However, we would quickly add that these banks were the best in a very bad year. Consider the fact that Barclays, which headed our 2008 ranking with $30.6bn worth of advised deals, would have barely squeaked into 10th place on our 2007 ranking. Meanwhile, Goldman’s total amount of advised deals last year ($26.8bn) was just one-third the previous year’s tally ($78bn) at the bank. (Note: We will be sending out an executive summary of the league table in the daily 451 Group email on Tuesday, with the full report available later this month.)

Overall 2008 league table standings

Rank	Bank	2007 standing
1	Barclays	N/A
2	Goldman Sachs	1
3	JP Morgan Chase	11
4	Citigroup	4
5	Evercore Partners	8

Source: The 451 M&A KnowledgeBase

Is Open Text open for a deal?

January 27, 2009 Brenon Daly

Contact: Brenon Daly, Kathleen Reidy

If Autonomy Corp’s $775m purchase last week of Interwoven came out of left field, we suspect the next major enterprise content management (ECM) deal will bring together a buyer and seller much more familiar with each other. As it stands now, Open Text is kingpin of the stand-alone ECM vendors. (The market capitalization of the Canadian company is almost 10 times larger than that of poor old Vignette, which we heard in the past was on the block.) Open Text is slated to report its fiscal second-quarter results Wednesday afternoon.

Most of the big software vendors have already done their ECM shopping, starting with EMC’s purchase of Documentum more than a half-decade ago. More recently, IBM and Oracle made significant purchases. And now we can add Autonomy to the list of shoppers, despite the company having downplayed the importance of content management in the past. (Apparently, it was important enough to Autonomy for it to ink the third-largest ECM deal.)

So who might be eyeing Open Text, which currently sports an enterprise value of $1.7bn? The obvious answer – and one that’s been around for some time now – is SAP. The German giant is Open Text’s largest partner, reselling four different products. Competitively, we don’t see Autonomy’s purchase of Interwoven affecting business much at Open Text, much less acting as a catalyst for any deal with SAP. (With its focus on the legal market, Interwoven only really bumped into the Hummingbird products that Open Text picked up when it bought the fellow Canadian company in mid-2006.) Still, SAP has already made one multibillion-dollar move to consolidate the software industry, acquiring Business Objects for $6.8bn in October 2007. If it looks to make another Oracle-style play, we guess Open Text would be at the top of the list.

Largest ECM deals

Date	Acquirer	Target	Price	EV/TTM sales multiple
October 2003	EMC	Documentum	$1.8bn	6x
August 2006	IBM	FileNet	$1.6bn	2.6x
January 2009	Autonomy Corp	Interwoven	$775m	2.8x
August 2006	Open Text	Hummingbird	$489m	1.6x
November 2006	Oracle	Stellent	$440m	2.9x

Source: The 451 M&A KnowledgeBase

A SaaS-y deal

January 26, 2009 Brenon Daly

Contact: Brenon Daly

Given the rich premium that Wall Street awards to on-demand software companies, it’s no wonder that vendors still hawking software licenses are looking to get into the business of selling software as a service (Saas). Of course, there are many obstacles in making that transition, ranging from internal (how to compensate sales staff) to external (how to communicate to investors). As a result, most old-line software companies offer only a tiny bit of their products on-demand, if they do at all.

The few vendors that have seriously tried to transition to the on-demand model have used both organic and inorganic approaches. Concur Technologies largely stayed in-house to create a ‘for rent’ version of its expense account software. (Wall Street has rewarded the company with an eye-popping valuation of 5.5x trailing 12-month revenue.) Meanwhile, Ariba more than doubled the on-demand portion of its business when it spent $101m for SaaS supply chain vendor Procuri in September 2007.

We mention all this as a (long-winded) way of saying that we don’t understand why Callidus Software didn’t take home on-demand vendor Centive, which had been on the block for some months. Callidus has been selling its sales compensation management products as a service for about three years, with on-demand shoppers accounting for one-third of its 180 total customers. A year ago, it acquired a small SaaS vendor, Compensation Technologies, for $8.3m to bolster its transition efforts. One source indicated that publicly traded Callidus was initially interested in smaller rival Centive, but didn’t follow through. Instead, last week Centive and its estimated $10m in revenue went to fellow startup Xactly Corp in an all-equity consolidation play. Callidus making a run at Xactly probably won’t happen, for reasons both personal and financial.

For starters, Xactly is too expensive for Callidus, a money-losing company that holds some $39m in cash. An equity deal is probably off the table, given Callidus’ paltry valuation. Its enterprise value is just $46m, less than half the $105m in sales it likely recorded in 2008. (Callidus reports fourth-quarter earnings on Tuesday.) Beyond the money, there’s also the complicating factor that most of Xactly’s executives used to work at Callidus before setting off on their own with an eye to knocking out their former employer with their on-demand model. If indeed the two sides do ever start talking, we might suggest that a family therapist be on hand, in addition to the bankers and lawyers.

Small-time means good time for M&A

January 23, 2009

-Contact Thomas Rasmussen

Smaller shoppers are increasingly perusing the proverbial deal aisle. As our 2008 Corpdev Outlook Survey conducted in December indicates, 2009 looks to be the year of small-time shoppers. When we delved further into the data to try to get a feel for what corporate development officials from various companies are thinking, we observed an interesting trend: While large firms said they were more likely to do divestures than acquisitions, small companies were significantly more bullish on M&A. (For our purposes, we classified small firms as those with fewer than 250 employees and large firms as those with 2,500 or more employees). In fact, it seems that large acquirers are a bit more wary of the economic realities than their smaller rivals, with some even leaving the market entirely. Corporate development officials at large companies were twice as likely to say the current economic recession is ‘very likely’ to depress deal flow compared to their brethren at small companies.

Anecdotal evidence of this trend reinforces that sentiment. Take Pegasus Imaging Corp, a privately held, employee-owned company founded in 1991 that is recognized for its host of enterprise and consumer-imaging products but mostly for its JPEG-imaging compression technology. After having been out of the market since acquiring its competitor TMSSequoia four years ago, it picked up Tasman Software and AccuSoft’s imaging business last week for an estimated combined cash value of about $30m. The small, privately held shop told us that the current environment is ripe for M&A, and we expect the two acquisitions to be the first of many this year. Meanwhile, serial shopper Avnet may be slowing down, despite having just announced its first deal of the year (last week, the mid-cap company spent an estimated $30m for Nippon Denso Industry, an electronics distributor based in Tokyo). Avnet announced six deals worth $385m in 2008, but recently indicated to us that it will take a much more cautious approach to shopping this year.

Industry makeup of respondents

Industry	Percentage
Infrastructure software	32.0%
Applications software	21.3%
Systems/hardware/semi	13.3%
Other	9.3%
Mobile	8.0%
Networking	6.7%
Services	5.3%
Telecommunications	4.0%

Source: The 451 Group Tech Corpdev Outlook Survey, December 2008