Bargains for holiday shopping

Brenon Daly

Contact Brenon Daly

As we flip the calendar for the final month of 2008, we had to check that we weren’t in fact mistakenly looking at 2005’s calendar, at least in terms of M&A. That’s because deal flow this year is looking a lot like it did three years ago. So far, we’ve seen some 2,687 deals with an announced value of $286bn, compared to 2,761 deals worth $336bn during the same period of 2005. Compared to last year, spending is down some 37%.

As for what we might expect from financial and strategic shoppers in the final month of 2008, we think they’ll be mirroring retail shoppers. In other words, they’ll be looking for bargains. (We would point to the unprecedented ‘door-buster’ markdowns that sellers used to lure shoppers over the Black Friday weekend.) Already, we’ve seen the price tag of an average tech deal shrink to $106m this year. That’s down from an average of $134m in 2007 and $122m in 2005. Granted, this is a raw figure of all tech spending divided by the number of deals. But the direction of the aggregate number each year is telling.

Year-to-date tech M&A

Period Deal volume Deal value
January-November 2004 1,871 $151bn
January-November 2005 2,761 $336bn
January-November 2006 3,693 $428bn
January-November 2007 3,384 $455bn
January-November 2008 2,687 $286bn

Source: The 451 M&A KnowledgeBase

‘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.

Survey says …

Brenon Daly

Against the backdrop of historic turmoil on Wall Street, we sent out our fourth annual Bankers’ Survey to clients to get their views on where their business is now and where it’s heading. The take-away: It’s all heading down. Truly, every question – from assessments of overall pipelines to forecasts for specific lines of the banking business to headcount projections to the prediction of number of IPOs next year – prompted a dour outlook.

We’ll have a full report on the 15-question survey in tonight’s 451 Group daily email, but in the meantime we wanted to share two of the highlights (of the bearish variety) from the 127 responses to the survey. Perhaps the most revealing finding is that when bankers looked at the value of current deals in their pipeline, more than half of them said it had shrunk since the same time last year.

The dried-up pipelines have tech bankers seeing their ranks thinning even more in the coming months. (Note: Our survey was taken before Citigroup announced plans to cut some 52,000 jobs, the single largest corporate reduction in years.) Some 35% of respondents to our survey expect additional headcount reductions at their own firms, four times the percentage that predicted layoffs last year. Again, look for a full report on the survey later tonight.

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.

Salesforce.com for sale?

Brenon Daly2 Comments

Ever since Barack Obama won the US presidential election two weeks ago, Silicon Valley has started its own little parlor game about the incoming administration. (And make no mistake, the Valley is one of the most insular places on the planet, which makes these guessing games fun for those in certain zip codes.)

The specific gossip? Who will fill the cabinet-level position of CTO that Obama promised to create while campaigning. Early conjecture centered on Google’s Eric Schmidt, who recently replied, ‘Not it.’ Over the weekend, The Wall Street Journal reported that Oracle’s top lieutenant Chuck Phillips may be in the mix. (Phillips already did a stint of public service in the US Marines before diving into the public markets.)

We cite the rumor-mongering about Oracle’s president because we want to add our own bit of wild speculation: If Phillips leaves Oracle, a deal for Salesforce.com will move closer. We understand from a number of sources that Phillips has effectively vetoed a purchase of the on-demand CRM vendor, even though CEO Larry Ellison has indicated several times that he’d like to pick up the company, if just to jump-start Oracle’s own software-as-a-service (SaaS) offering. (An acquisition would also help Oracle widen the gap with rival SAP, which has stumbled with its own SaaS offering for midmarket companies, which it calls Business ByDesign.)

Of course, we still like Google as a buyer for Salesforce.com. That’s even more the case since the company has seen its stock price cut in half over the past year. (It sports a current market capitalization of $3.1bn, compared to projected sales in the current fiscal year of $1bn.) Wall Street will get an update of Salesforce.com’s business on Thursday, when it reports fiscal third-quarter results. Sales for the quarter are expected to come in at about $275m.

Market imbalance

Brenon Daly

The markets are shrinking. And we’re not just referring to the trillions of dollars of value that have been lost from the New York Stock Exchange and the Nasdaq over the past year. Instead, we’re talking about the actual number of companies on the markets.

Listings rise and fall over the years, as companies go public or get acquired. At least, they do in normal years. But in a year like 2008, with black swans flying across the sky, the number of listings just falls (rather like the prices of the stocks that remain on the exchanges). Already this year, we’ve seen some 62 US publicly traded companies get acquired. On the other side of the ledger, we’ve had fewer than 10 technology IPOs since January. (And don’t look for Metastorm, which filed to go public in mid-May, to debut on the Nasdaq anytime soon. The company pulled its planned offering on Thursday.)

In terms of M&A dollars, as you might guess given the state of the markets, the companies that trade on them have been sharply marked down, as well. While the number of deals has dropped 27%, the value of those deals has plummeted twice that amount (56%). In addition, spending on public company deals has declined even more than the overall tech M&A market, which has sunk about 40% in terms of dollars spent so far this year.

Acquisitions of US public companies

Period Deal volume Deal value
January 1-November 14, 2007 85 $250bn
January 1-November 14, 2008 62 $109bn

Source: The 451 M&A KnowledgeBase

Betting on casual gaming

-by Thomas Rasmussen

Casual gaming is a serious business. Amid a decline in M&A across the overall gaming industry, casual gaming acquisitions are trending up slightly. So far this year there have been 28 social and casual gaming deals inked, which compares to 25 for all of last year. This is in stark contrast to a sharp decline of more than 30% in tech and gaming M&A in general. What might the reason be for this and what does it portend for the year to come?

The past month has authoritatively invalidated a long-held belief by those in the gaming industry: It is not a recession-proof sector. In fact, lackluster earnings from Electronic Arts (EA) and others have the industry anxious. EA posted a negative EBITDA of $310m, provided dire forecasts and announced across-the-board job cuts for the most recent quarter ended September 30. The bright spot, however, is the continuing growth in casual gaming among not only the big videogame companies such as EA, but other companies, as well. For instance, RealNetworks’ recent third-quarter earnings report boasts another 20% increase in its gaming business compared to last quarter. As the casual gaming industry continues to be seen more as a viable business model, we expect the shopping to continue for not only the gaming conglomerates, but also for large media companies looking to get in the game. Amazon’s recent acquisition of Reflexive Entertainment is an example of new acquirers shopping in the space.

Not that it is a hard trend to spot, but for what it’s worth, VCs, angels and serial entrepreneurs have been touting this development to us all year, and are putting their money where their mouths are. Among some of the startups to receive sizable funding recently are Playfish, which raised a $17m series B round last month for a total of $21m to date; Social Gaming Network Inc, which has won about $20m in funding so far; and Zynga Game Network, which has taken in $39m. That is a lot of money for companies in an industry previously regarded as a niche. And given the heavy consolidation experienced in the traditional gaming industry, all of these vendors are likely to be part of the many names mentioned in M&A chatter in the near future.

US online job companies shop abroad

The large online recruitment companies in the US, having found that their business models don’t always translate in other countries, are increasingly buying their way into foreign markets. In recent weeks, both Monster Worldwide and CareerBuilder.com have gone on shopping trips overseas.

In October, Monster acquired the remaining 55% stake it did not already own in ChinaHR.com for $174m in cash. ChinaHR is a key player in the Chinese online recruiting sector and represents a sizeable gamble by Monster to gain market share in the world’s most-populous country. Monster’s move into Asia came just three months after CareerBuilder picked up Paris-based Lesjeudis.com for an undisclosed amount.

Both Monster and CareerBuilder have said they will continue to look at international expansion. Monster currently gets some 42% of its revenue from outside the US. That’s up from just 23% in 2005. While CareerBuilder, which was recently acquired by Gannett, does not disclose its international segment revenue, it has emphasized that division with its acquisitions. The company’s past four deals, along with its partnership with MSN, show the company is looking abroad.

Number of overseas Monster Worldwide and CareerBuilder deals

Acquirer Number of acquisitions Value Target countries
Monster Worldwide 6 $380m France (2), Germany, Norway, People’s Republic of China, South Korea
CareerBuilder 4 Not disclosed France, Greece, the Netherlands, Sweden

Source: The 451 M&A KnowledgeBase