Category: M&A

Where did you go, LBO?

Brenon Daly

Contact: Brenon Daly

We finished counting all of the nickels and dimes from last year’s M&A spending and, as expected, we’re looking at a rather paltry total. Overall, acquirers across the globe announced tech deals worth $302bn in 2008, down 30% from the total in 2007. (We explore the reasons for the decline – and what it will mean for dealmaking this year – more fully in our 2009 M&A Outlook.)

Perhaps the most interesting point about M&A last year, which goes a long way toward explaining the one-third decline, is the fact that we saw a sharp contrast in the dealmaking activity of strategic and financial acquirers. For the most part, corporate shoppers continued to buy, with the number of dollars spent dropping ‘just’ 12% from the previous year.

On the other hand, PE shops slashed their dealmaking by 77%, spending roughly the same amount on tech LBOs last year that they did in 2004. And given the state of the current credit market – along with some of the painfully ill-advised bets they made on portfolio companies when the markets were smiling – we can’t imagine that situation will unwind enough to spur much activity in tech LBOs in 2009. Indeed, nearly nine out of 10 corporate development officers we surveyed in mid-December said they expected even less ‘competition’ in deals from PE firms this year.

Annual deal flow

Year Strategic acquisitions Financial acquisitions Total
2008 $275bn $27bn $302bn
2007 $314bn $118bn $432bn
2006 $359bn $98bn $457bn

Source: The 451 M&A KnowledgeBase

North of the border disorder

Brenon Daly

Contact: Brenon Daly

The ‘storm’ caused by Research in Motion’s ‘bold’ play for Certicom looks likely to linger a bit longer. The Blackberry maker originally launched its unsolicited offer for Certicom a month ago, but the cryptography vendor has nixed it. (Certicom also lined up TD Securities to help it fend off the unwanted attention from the fellow Canadian company.) RIM’s bid, which values Certicom at some $52m, was originally slated to expire next week but has been extended through the end of the month.

With this unsolicited offer, RIM joins a growing list of big-name tech firms that have used this once-taboo M&A strategy. Over the past year, firms using unsolicited offers include Microsoft, EMC, Electronic Arts and Cadence Design Systems, among others. If RIM does manage to secure Certicom, it will mark the company’s second recent deal, after some two years out of the market.

Recent Research in Motion deals

Date Target Deal value Rationale
December 2008 Chalk Media $18.4m Mobile content
December 2008 (announced) Certicom $53.2m Encryption
November 2006 Epoch Integration Not disclosed Network management
March 2006 Ascendent Systems $14m* VoIP networking

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

Intersil: Doubling down in Austin

Brenon Daly

Contact: Brenon Daly

Intersil’s purchase of Zilker Labs last week had more than a few echoes of its pickup of D2Audio last July: same buyer, same banker, same backyard and even a shared backer at the acquired company. Both Zilker Labs and D2Audio are based in Austin and drew venture money from Dallas-based Sevin Rosen. (We understand that Al Schuele, Sevin Rosen’s lone VC in Austin, participated in funding both companies.) On the exit, boutique firm Pagemill Partners advised both Zilker Labs and D2Audio.

Despite the similarities between the exits of Zilker Labs and D2Audio, the companies had virtually nothing to do with each other up until that point. D2Audio makes digital audio power amplifiers, and primarily serves the consumer market. We estimate that Intersil paid around $25m for D2Audio. Intersil’s more-recent purchase of Zilker Labs added power-management technology to its existing portfolio. We estimate that Intersil paid about $18m for Zilker Labs, which raised some $33m in backing.

Intersil’s 2008 acquisitions

Date Target Target’s headquarters
December 18, 2008 Zilker Labs Austin
September 30, 2008 Kenet Woburn, Massachusetts
July 28, 2008 D2Audio Austin

Source: The 451 M&A KnowledgeBase

EA’s South Korean embrace

-Contact Thomas Rasmussen

Even as business at home deteriorates sharply for US-based videogame giant Electronic Arts, it has been quietly – but quickly – using acquisitions to build up its presence in South Korea, a country that has some of the highest broadband penetration rates in the world. In the past year EA has gone from a mere sales presence in Korea to a significant developer and marketing operation, adding about 50 employees there. It has done this by two acquisitions in the past six months. In May the company purchased Hands-On Mobile Korea for $30m to shore up its mobile and casual gaming business. And this month it added J2MSoft, a company with some 55 developers, for an estimated $30m.

If the pickup of J2MSoft represented simply an EA land-grab in a relatively small market, the story would end here. But beyond simple geographic expansion, the purchase indicates a strategy to focus on a quickly growing part of the industry: online gaming. The region is known for these offerings. J2MSoft, for instance, has already launched three successful online games in Asia. We recently profiled the growing interest in casual gaming as a viable business. But the shift to online is just as big, if not bigger.

EA certainly wouldn’t have missed the blockbuster success of the online division at rival Activision Blizzard. That company attributed more than 40% of its $649m revenue in the third quarter to this phenomenon. That was driven by its online game World of Warcraft, which single-handedly took in as much money as all of its properties across the four major videogame consoles. In addition, World of Warcraft‘s subscription-based model has generated billions for Vivendi (which owned Blizzard when it merged with Activision) since it launched four years ago. Along with casual gaming companies, we suspect shopping of online gaming companies will continue to dominate gaming M&A well into 2009.

Select shopping of online gaming companies

Date Acquirer Target Deal value
December 9, 2008 Atari [Infogrames Entertainment] Cryptic Studios $27.6m
December 8, 2008 Perfect World Global InterServ China $23m
August 1, 2007 Walt Disney Club Penguin $350m
October 11, 2007 Electronic Arts VG Holding $620m
June 20, 2006 Electronic Arts Mythic Entertainment $76m

Source: The 451 M&A KnowledgeBase

CA back in M&A

Brenon Daly

Contact: Brenon Daly

It turns out that there is some shopping going on out on Long Island, after all. Back in September, we noted that CA Inc had been out of the market for two years and that some bankers weren’t ‘bothering with the trip’ out to the company’s headquarters. (On a recent call with CA’s corporate development team, which has added four members since the start of the year, one participant good-naturedly tweaked us that he had to end our call to catch a meeting a meeting with a banker.)

Since our original piece, the company has done a lot more than just meet with bankers or ‘book read.’ It has closed three deals and has others in ‘various stages.’ (One note about the M&A pause: CA skipped a period of high-priced deals, and will undoubtedly find that it will get more bang for its buck in the current environment and into next year. In our recent survey of corporate development officials, nine out of 10 said private company valuations are going to come down in 2009.)

The return to shopping is part of CA’s announced intent to add 1-2% of revenue through acquisitions over the year. (On a current $4.1bn revenue base, that works out to $40-$80m of sales at acquired companies.) CA will likely be talking about that – along with other financial matters – during its annual meeting with Wall Street analysts on Friday.

CA’s return to the market

Date Target Target sector
November 13, 2008 Eurekify Identity & access management
October 15, 2008 Optinuity Infrastructure management
October 7, 2008 IDFocus Identity & access management

Source: The 451 M&A KnowledgeBase

Telco equipment troubles

Brenon Daly

Contact: Brenon Daly

For communications infrastructure equipment vendors, it seems that the only thing worse than doing a major acquisition is not doing a major acquisition. At least that’s the only conclusion we can draw from the relative performance of Alcatel-Lucent and Nortel Networks in recent years. Shareholder returns since the Franco-American combination was announced on April 2, 2006: Alcatel-Lucent ‘only’ down 85%, compared to Nortel’s drop of 99%.

Both companies have been in the news recently as they look for ways out of their protracted slumps. For Alcatel-Lucent, the future appears to be in Web 2.0, whatever that means. (That’s a bit of an oversimplification. To read what the company actually plans, view my colleague Gilad Nass’ report on the company’s restructuring.)

Meanwhile, the outlook at Nortel has gotten so bad that some reports last week indicated that the company may be forced into bankruptcy in the near future. Nortel quickly dismissed this, pointing out that it still has a cash cushion and doesn’t have any debt coming due until 2011. Nonetheless, Nortel shares are changing hands at their lowest-ever level (closing at 33 cents each on Monday) and may get booted off the Big Board because the stock price doesn’t meet the NYSE’s minimums for listing. Nortel’s current market capitalization is just $164m, but because of all the debt it carries, its enterprise value is $2.5bn.

We honestly can’t envision another strategic acquirer stepping in to buy Nortel, even at its current bargain-basement price. And forget about a buyout shop making a run at the company, given the frozen credit market and Nortel’s cash burn. But what about a piecemeal sale of the vendor, continuing its already announced divestiture plan?

Well, we suspect Microsoft would be interested in some of Nortel’s unified communications (UC) technology. There have been rumors of a deal between the two companies ever since they announced their UC partnership, dubbed Innovative Communications Alliance, in July 2006. (That was back when Nortel shares were changing hands at about $20 each, giving it a market capitalization of roughly $10bn.) Despite that rumor, we don’t see Microsoft getting into the business of selling base stations and routers, which would come with all of Nortel. If indeed Nortel goes bankrupt, however, Microsoft might be able to snag the UC assets in a court-supervised auction.

Online video: boom and bust

-Contact Thomas Rasmussen

The over-hyped world of online video is going through massive turmoil at the moment. While most investors and companies agree that online video is likely the future of broadcasting, no one has been able to make any money from it so far. And it’s likely to get even harder due to tighter venture funding, the closed IPO window and next-generation Web 2.0 entrants such as Hulu and even Apple’s iTunes. These factors have left the online video players scrambling toward any exit, no matter how cheap.

Consider the case of CinemaNow, which was picked up by Sonic Solutions for a mere $3m last month. The portal never managed to turn a profit and had estimated revenue of less than $4m. Yet it secured five rounds of funding (totaling more than $40m) and brokered partnerships with major studios, VCs and strategic investors. When CinemaNow went to investors begging for another round a few months ago, it found that there was no money to be had and a quick exit became the only alternative. That’s a common occurrence these days, and may well have driven rival MovieLink to sell for a paltry $6.6m to Blockbuster last year. (Expect more of these types of deals next year. According to corporate development executives who completed our annual M&A outlook survey, lack of access to VC will be the major catalyst for deal flow in 2009.)

If this sounds eerily familiar, it’s because a similar situation played out during the music industry’s awkward and reluctant switch to digital a few years ago. Several startups, even major ones backed by large studios, tried to become the distributor of choice. Yet, many of those went away in scrap sales or had the plug pulled on them (Viacom’s Urge, Napster and Yahoo’s music service, to name just a few high-profile failures). We’re now left with just a handful of dominant distributors: iTunes, RealNetworks’ Rhapsody, Amazon and, to an increasing extent, MySpace’s heavily funded music effort. Many of these companies are likely to also dominate online video. In fact, add in Google and Microsoft, and you have a list of the companies that are likely to be buyers for the few remaining online video startups.

Recent online video M&A

Year Number of deals
2008 12
2007 10
2006 5

Source: The 451 M&A KnowledgeBase

GRC=Get Ready for Consolidation

Brenon Daly

Contact: Brenon Daly

After a pretty thin stretch of deals in the governance, risk and compliance (GRC) market, Thomson Reuters reached for startup Paisley Consulting last week. The deal comes after the two companies partnered for a year, but not in the conventional manner. Rather than the big company reselling the startup’s wares, Paisley actually resold Thomson’s tax and auditing product, Checkpoint. The two companies also had a fair number of joint customers.

We understand that Paisley wasn’t really looking for a deal. Founded in 1995, Paisley is still run – and was majority owned – by its founding husband-and-wife team of Tim and Stacey (née Paisley) Welu. (The pair will continue to run the business after the acquisition.) The Minneapolis–based company took only one round of outside money, a $10m slug in 2003 from Insight Venture Partners. Despite its beginnings, Paisley was no mom-and-pop shop. We understand the company is set to finish 2008 with sales of more than $40m.

The Thomson-Paisley pairing comes after several large software companies, which would be the most conventional buyers of GRC startups, inked deals of their own. Oracle stayed close to home, and grabbed existing GRC partner LogicalApps last year, while SAP made a big play for Virsa Systems in mid-2006. (As a side note on SAP’s move, we would mention that longtime Oracle executive Ray Lane sat on Virsa’s board and helped broker the initial partnership that led to the purchase.)

With Paisley gone, there are still a few high-profile GRC vendors in the market. BWise, which has its roots in the Netherlands, has a strong presence in Europe; OpenPages, which started life as a content management vendor before focusing on GRC; and a company that’s not unlike Paisley, Archer Technologies, which my colleague Paul Roberts recently profiled. We understand that both BWise and Archer, which is about half the size of Paisley, have been talking with potential suitors throughout the year. However, a month ago, Archer sold a 40% stake of the company to Bain Capital Ventures, which likely takes it off the block for now.

M&A ramp-up for Facebook?

-Contact Thomas Rasmussen

Facebook’s rumored offer for micro-blogging site Twitter had the Web all atwitter recently. The $500m bid was reportedly rejected because it came in the form of a stock swap, with Facebook inflated to the infamous $15bn valuation that the social network got in Microsoft’s investment a year ago. Judging from our talks with insiders throughout the year, everyone knows this is a ludicrous valuation. Still, we wonder why some people – including big media – are still bandying this around, and more to the point, why Facebook thought Twitter would buy into the valuation. (More realistically, bringing the valuation down to earth, the offer amounts to $100-130m.) Nevertheless, the rumored run at Twitter confirms our speculation in June that Facebook, which has hardly ever dabbled in M&A, is gearing up to go on a substantive shopping spree. If that’s the case, it could do a whole lot worse than roping in Loopt.

When we first reported on this possibility, we had heard that initial talks were under way. However, the less-than-stellar adoption of the overhyped location-based services (LBS) applications probably put a damper on the enthusiasm. Nonetheless, recent developments have made LBS an attractive area again: Android devices have hit the market, the iPhone continues to sell well and Nokia is rolling out its own sleek new smartphone. Granted, the degree to which people are interested in having friends and family track their every move is debatable. But for Facebook and other social networks, which essentially base their entire business models on our instinct to pry into each other’s business, adding Loopt’s service to its currently static desktop and mobile offering is a no-brainer. And if Facebook was willing to hand over north of $100m to acquire Twitter, spending the same amount on Loopt, which is roughly where we pencil out its valuation, would make a lot more sense.

Social network M&A, 2006-2008

Period Number of deals Total known deal value
2008 YTD 32 $98.3m
2007 12 $149.7m
2006 8 $31.1m

Source: The 451 M&A KnowledgeBase

Thain’s thin fees

Brenon Daly

Contact: Brenon Daly

In the combination of Merrill Lynch and Bank of America, it’s all over but the shouting. The banks held separate shareholder meetings Friday to take the pending deal to their respective shareholder bases, with both sides approving it. (Originally valued at some $50bn, the slump in shares of Bank of America has cut the final price of the all-equity transaction to less than half that amount.) The deal will officially close before year-end.

While all that seems straightforward enough, the shouting is coming from a showdown over (what else?) money. Specifically, the insistence by Merrill Lynch CEO John Thain that he’s due a $10m bonus for his work over the past year. We’ll leave the debate on ‘Wall Street greed’ to Lou Dobbs and others, and, similarly, will pass on offering thoughts on whether the bonus would make Thain overpaid or not. However, we would note that a $10m advisory fee for a $21bn deal is hardly exorbitant, as any banker would tell you.

Select 2008 deals for Merrill Lynch and Bank of America

Date Acquirer Target Deal value
October 2008 ebay (Merrill Lynch) Bill Me Later $945m
October 2008 Hewlett-Packard LeftHand Networks (Merrill Lynch) $360m
July 2008 Brocade Communications Systems (Bank of America) Foundry Networks (Merrill Lynch) $2.6bn
April 2008 Blue Coat Systems (Merrill Lynch) Packeteer $268m
March 2008 BMC Software (Merrill Lynch) BladeLogic $800m
January 2008 Microsoft FAST Search & Transfer (Merrill Lynch) $1.2bn

Source: The 451 M&A KnowledgeBase