Category: technology stocks

Buyer’s market

Brenon Daly

Contact: Brenon Daly

It’s a sign of the (dismal) times when an acquirer can offer a 250% premium for the shares of a target, and the stock is below where the company started at the beginning of 2008. (It’s just that kind of year.) That was the case with Vodafone’s $29m offer for Wayfinder Systems, a Swedish company that trades on the hometown Nordic Stock Exchange. According to terms, the British wireless giant will hand over 12 Swedish crowns ($1.44) for each share of Wayfinder, which traded above 13 Swedish crowns back in January. The pairing makes a ton of sense, since Vodafone can use Wayfinder’s GPS technology to offer location-based services. Wayfinder currently has some 2.5 million subscribers.

Given the beaten-down equity markets across the globe, we expect deals like this to be much more prevalent in 2009. The reason? Shareholders have been burned too many times this year by corporate boards that reject offers, saying a bid ‘undervalues’ the company, only to see their share price get clubbed for months on end. (For more details on that, just ask any Yahoo shareholder.)

Although valuations in the private market typically lag those in the public market, the ‘correction’ in how much startups will sell for next year is expected to be severe. According to our ongoing survey of corporate development officers, nine out of 10 say they expect valuations of private companies to decline in 2009. Specifically, 42% say valuations will ‘decline substantially,’ with 45% saying they will ‘decline somewhat.’

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

Actuate: A bit or the whole thing?

Brenon Daly

Contact: Brenon Daly

It turns out that Actuate may have some competition for its own stock. A month ago, the enterprise reporting veteran announced plans to buy back some $60m worth of its own equity, at $3.15-3.40 per share (Jefferies & Co. is running the process). Under those terms, the buyback would have removed up to 19 million shares from a base of about 65.5 million.

However, since Actuate revealed the tender offer on November 5, the markets have continued to plummet, with the Nasdaq slumping almost 20%. Accordingly, Actuate trimmed the price it was willing to pay for its own shares to $2.20-2.60 each. On Thursday, it bumped up the range to $3.00-3.50. What prompted the boost? Was it a holiday gift from the company to its shareholders, who have seen their stock drop nearly 70% over the past year?

As it happens, Actuate raised the price of the planned buyback because an unnamed party offered $3.50 per share for the whole company. Actuate’s board said the unsolicited proposal, which would value the company at nearly $230m, is not in shareholders’ ‘best interests.’ While it’s uncertain how the mysterious unsolicited offer and the tender offer will play out, it seems pretty clear that one way or another, some Actuate shares are going to come off the board.

Corporate dealmaking

Brenon Daly

Contact: Brenon Daly

Since our annual survey of corporate development executives is currently being filled out by those dealmakers, we thought we’d take a quick look at business there. (Note: If you are a corporate development officer and would like to take part in our survey, please email me and I will send you a copy. Those who participate will get a full look at the results, plus additional comparisons with the previous year’s findings. See that report here.)

At first glance, corporate spending looks pretty healthy, roughly matching the levels of the previous three years. (For our purposes, we searched our M&A KnowledgeBase for acquisitions announced this year by companies that trade on the Nasdaq or NYSE.) Our first observation is that US companies are pretty much the only ones doing any shopping. Their spending accounts for three-quarters of all tech M&A spending that we’ve tracked this year, compared to about half of the total in each of the past two years.

However, we would quickly add that (not surprisingly) deal flow has been drying up as the year has gone along. In the third quarter, the total value of acquisitions by US publicly traded acquirers hit just $16bn, down from $144bn in the second quarter and $38bn in the first quarter (second-quarter results were inflated because the four largest deals of the year, including three mammoth communications transactions, were announced in the summer). In the next week, we’ll tally what corporate development executives predict for 2009 and have a report on that.

Acquisitions by US listed companies

Period Deal volume Deal value
January-November 2005 945 $204bn
January-November 2006 1,084 $251bn
January-November 2007 961 $193bn
January-November 2008 793 $218bn

Source: The 451 M&A KnowledgeBase

Semi trouble

-Contact Thomas Rasmussen, Greg Quick

There are bargains aplenty in the semiconductor sector. From Integrated Device Technology’s $20m tuck-in of Silicon Optix last month to Sun Microsystems’ takeover last April of Montalvo Systems for an estimated $25m, we’ve seen a flurry of lowball purchases of semiconductor startups over the past year. The reason? These companies tend to have a high burn rate, without much revenue to offset that. (For instance, we estimate that Silicon Optix generated just $4m in sales in the year leading up to its acquisition, while Montalvo was still a pre-revenue company.)

Of course, the semiconductor industry has been slumping for several years, with a sharp decline in valuations. While the number of deals has been tracking steadily at around 180 per year recently (147 so far this year), the amount spent on deals – a far more important figure – is down almost 40% from last year, and close to 80% from 2006. Things are not getting any better, either, at least according to our recent Tech Banking Outlook Survey. Bankers rated the semiconductor industry the lowest in terms of anticipated M&A spending for next year.

This dour outlook is likely to have an extremely negative impact on the semiconductor startups still out there trying to make it. And there are a lot of companies, backed by a lot of venture capital, trying to crack into markets that have taken much longer to materialize than ever imagined. For example, in the promising category of 10Gbase-T physical layer technology, we wonder about the outlook for Teranetics and Solarflare Communications. Also, we recently wrote about the troubles in the highly crowded and fragmented 10-Gigabit Ethernet controller space. Although Intel, Broadcom and the overall market are starting to show signs of life, the situation for the many startups in the sector is not looking any better. In fact, we heard recently that Neterion’s president might have thrown in the towel and that the company could be on the block. Having wagered in the vicinity of $100m, investors will undoubtedly take a bath on this one.

Marvell in the land of milk and honey

Brenon Daly

Contact: Brenon Daly, Gilad Nass

Having already handed over some shekels for Israeli companies in the past, Marvell Technology Group has reportedly gone on another shopping trip in the country. Israeli newspapers reported recently that Marvell has acquired Iamba Networks in a scrap sale. (Iamba, an optical semiconductor company, has its headquarters in Cupertino, California, but maintains a large R&D presence in Israel.) Reports put the purchase price of Iamba, which raised some $30m in funding, at $10m.

The pickup of Iamba, which Marvell declined to confirm, marks the company’s third purchase in Israel in recent years. In February 2003, Marvell paid $50m for Radlan Computer Communications. But Marvell’s big deal in the country came in late-2000, when it used a slug of its freshly minted IPO shares to buy Galileo Technology in a transaction initially valued at $2.7bn.

By the time the Galileo acquisition closed in January 2001, however, Marvell shares had lost more than half of their value. In fact, Marvell shares (on a split-adjusted basis) are currently trading only slightly above where they were when the company inked the Galileo purchase. Marvell shares closed at $5.09 on Tuesday, valuing the company at just slightly more than 1x its trailing sales.

‘Lighter’ M&A at Nuance

Brenon Daly

Since former rivals Nuance Communications and Scansoft welded themselves together three years ago, the combined company has been shopping at a furious rate. In 2007, the speech-recognition vendor inked seven acquisitions. So far this year, it has spent some $640m on three acquisitions. (That doesn’t count an unsolicited offer for Zi Corp.) The company has used its purchases to focus on specific products for the healthcare market, bolster its mobile offering and expand into Europe.

However, don’t expect Nuance to continue shopping. The company told Wall Street on Monday that its current fiscal year will be ‘lighter’ in terms of M&A, with small deals serving narrow focuses. Cash will be currency for any purchase, since Nuance said it is ‘unlikely’ to use equity in a deal and the debt market is currently closed.

Nuance generated some $196m in cash from operations in the just-completed fiscal year, and had $262m in cash and equivalents at the end of September. However, it also carts around $895m in long-term debt going back to its earlier shopping spree, which has attracted a number of bears to Nuance. At various points over the past year, investors have sold as many as 35 million shares of Nuance short. That’s roughly equivalent to the amount of Nuance shares that typically change hands in more than 10 days of trading, although the number of shares sold short has been declining in recent months.

Extended hours at boutiques

-Contact Thomas Rasmussen

Results from our fourth annual Tech Banking Outlook Survey earlier this week showed that bankers are turning bearish. Delving further into the data, we took a look at how it breaks out among banks of various sizes. When asked about the average time to closing a transaction, bankers said the length had trended up by less than a quarter of a month. Hardly a significant slip. Nonetheless, what struck us was that respondents who identified themselves as belonging to smaller shops (1-14 principals) showed an increase in time to close over last year of about a half-month to an average of 8.2 months. This compares to larger banks (25+ principals) reporting an average closing time of 7.6 months or very large banks (50+ principals) reporting an average closing time of 7.3 months.

Anecdotally, we’ve heard about deals dragging on for some time. (Two recent deals, for instance, took more than two years to close, bankers from two different boutiques recently lamented.) Obviously, the delays are mostly due to the uncertain economic outlook among acquirers, who have virtually all of the leverage in negotiations these days because they are the only exit available to startups. Indeed, bankers cited the cloudy picture at tech companies as the main reason that deal flow will be down next year.

And deals could lag even more next year. The reason? Broadly speaking, terms for the transactions closed so far this year were set before the October meltdown on Wall Street. We’ve already seen the upheaval in the credit market force recalibrations in the purchase prices of several acquisitions, including Brocade’s big pickup of Foundry. Those price cuts, which typically involve bumping back shareholder votes, string out deals. And every day that deals don’t close, the market seems to weaken. The Nasdaq, having dropped 25% in the past month alone, is currently at a six-year low. Since buyers are acutely aware of that decline, they’re increasingly going to be looking for a discount on what they plan to purchase. With every bid and counterbid, the deal cycle lengthens.

LBOs without the ‘L’

Brenon Daly

In the current economy, all debt is suspect. That’s one of the main reasons we’ve seen the value of private equity-backed deals plummet by 84% to just $26bn. (For context, that’s just half the level ($56bn) we saw for all of 2005, before the buyout barons really get swinging.) And, according to senior bankers in our just-released Tech Banking Outlook Survey, the leveraged buyout (LBO) market isn’t expected to pick up in 2009.

More than twice as many bankers expect the dollar value of their work with PE shops to decline next year, compared to those who expect it to rise (57% anticipate a decline while only 22% predict an increase). That’s a dramatic shift from last year, when more bankers projected an uptick of LBOs in the coming year than those who saw the business slide (44% expected an increase while 37% saw a decline).

As for the frozen credit market, some PE firms are not even bothering to look there for financing. Several financial sources have told us recently that LBOs are being penciled out with buyout firms covering half the purchase in equity. In some cases, they’re planning to use all equity. Again, that’s a dramatic shift from recent years, when PE firms covered just 20% or so of the purchase in equity.

To some degree that makes sense, given that they are sitting on billions in cash while banks are very reluctant to dole out any of their funds. Still, it means we may have to erase the ‘L’ from LBO, or at least qualify future financial deals as ‘LLBOs’, as in ‘less-leveraged buyouts.’ It’s yet another sign of the times.

Projected change in dollar value of PE mandates in coming year

Year Percentage that expect increase Remain the same Decrease
2007 (for 2008) 44% 19% 37%
2008 (for 2009) 22% 21% 57%

Source: The 451 Tech Banking Outlook Survey, November 2008

Dealing with a legacy

Brenon Daly

Justly or not, acquisitions go a long way toward shaping a CEO’s legacy. (If you don’t believe us, just ask Jerry Levin, who sold Time Inc for what turned out to be a pile of wampum, in the form of overinflated AOL equity.) With Monday’s announcements that two major tech CEOs are on their way out, we pause to look at how deals – or lack of deals – will shape their respective legacies.

Let’s start with Symantec’s John Thompson, who will leave the storage and security giant by the end of its current fiscal year next April. Under his nearly decade-long leadership, Symantec shares rose some 500%, compared to a flat performance over the same period in shares of rival McAfee and a 40% decline in the Nasdaq. However, the one blemish on his record is Symantec’s largest-ever deal, its $13.5bn purchase of Veritas. (Thompson guided Symantec through more than 40 other acquisitions during his tenure.) Symantec shares peaked at about the time the company announced the deal, and have given back most of the gains they had piled up since mid-2003.

And then there’s Yahoo’s once-and-future king, Jerry Yang. We’re guessing history will be less kind to the man who turned down Microsoft’s offer of at least $31 for each share of Yahoo. Shares of the foundering search giant briefly dipped into the single digits earlier this month. However, they jumped almost 10% on Tuesday as Wall Street applauded the imminent departure of Yang, who has overseen the incineration of some $20bn of shareholder value since he reassumed the top spot at Yahoo in June 2007.

Aside from the ‘relief rally’ for Yang’s move, Yahoo shares also got a boost from speculation that the turnover in the corner office makes a deal with Microsoft more likely. We have our doubts about that. Instead, we’d focus on what the CEO change at Symantec means for deal activity. Our bet: Incoming CEO Enrique Salem will unwind several large chunks of the Veritas business, perhaps starting with NetBackup. As recently as last summer, Thompson said ‘nothing’ from the under-performing Veritas portfolio was for sale. Salem will set the company’s line on that in the future, and we wouldn’t be surprised to see NetBackup or other storage assets find their way onto the block.