MERGERS AND ACQUISITIONS: SELECT 2004 SOFTWARE M&A TRANSACTIONS
ECONOMY
Buyer
Seller
Price
Revenue
Mult.
Currency
EMC
(NYSE: EMC)
SMARTS
$260,000,000
$60,000,000
4.3x
Cash
Category:
Networking Software
SEG’s
Insight:
EMC continues its
acquisition-driven evolution from world leader in storage management to
leading provider of IT infrastructure and systems management solutions, by
acquiring SMARTS, a provider of network systems management software.The acquisition puts EMC in competition
with the likes of BMC, IBM (Tivoli), HP (Open View), and Computer Associates
(Unicenter).EMC was attracted to
SMARTS’ 85% gross margins (EMC’s 60% gross margins due to 47% of sales from
hardware).EMC has made significant
investments outside of the storage arena by acquiring VMWare, Documentum, and
now SMARTS.In the past 18 months,
EMC has spent $4 billion to acquire nine software companies.
Buyer
Seller
Price
Revenue
Mult.
Currency
International Business Machines
(NYSE: IBM)
Ascential
(NASDAQ: ASCL)
$619,300,000EV
$271,880,000
2.3xEV
Cash
Category:
Business Intelligence (Extract, Transform, Load)
SEG’s
Insight:
The
world’s largest information technology company, IBM, plugs a hole between
data integration and warehousing in its database product by acquiring Ascential
Software, a business intelligence provider focused on data integration.The acquisition stops short of giving IBM
core BI functionality such as query, reporting, analysis, and performance
management which IBM’s ISVs such as Cognos supply.The 18% premium IBM paid over Ascential’s prior day closing
stock price also represents a consensus estimated 2.0x EV/Consensus revenue
for 2005.IBM is already 10-15% of
Ascential’s license revenues but should be able to broaden Ascential’s reach
via its distribution and bundling capabilities.Data integration has become increasingly competitive as larger
vendors weave more of these capabilities into their data management and
application integration products.IBM, Oracle, Microsoft, SAP, and Siebel continue to look to new
license revenue growth by building or buying a broader BI offering which puts
pressure on the likes of Ascential’s competitor Informatica to broaden its
own footprint or look to be acquired.
Buyer
Seller
Price
Revenue
Mult.
Currency
Oracle
(NYSE: ORCL)
Retek
(NASDAQ: RETK)
$552,040,000EV
$174,240,000
3.2xEV
Cash
Category:
Retail Software
SEG’s
Insight:
Database powerhouse
Oracle won the bidding war for Retek, a best of breed provider of operational
applications for the retail industry, beating out archrival SAP.Both SAP and Oracle are in the process of
building out next generation applications that incorporate a service oriented
architecture as well as important business process expertise built directly
into the platform.Oracle hopes that
it can leverage its infrastructure to offer a more architecturally elegant
solution, while SAP’s comparative advantage comes from its vertically
specific processes developed over more than 30 years in the application
business.Retek helps Oracle rapidly
expand its time to market in the retail industry, which is one of the fastest
growing and least penetrated (It is estimated that 60% of retailers are using
their own custom applications) by the packaged software vendors.With Retek written in Java and 80% of
Retek’s customers using Oracle’s database, the deal made more strategic sense
for Oracle.The final purchase price
of $11.50 represents an 88% premium to the shares’ close the day before SAP’s
original offer.
Buyer
Seller
Price
Revenue
Mult.
Currency
Siebel Systems
(NASDAQ: SEBL)
edocs
$116,000,000
$40,000,000
2.9x
Cash
Category:
e-billing software
SEG’s
Insight:
In search of
incremental revenue and new markets, Siebel Systems acquires edocs, a
provider of e-billing and self service software applications.edocs’ software enables customers to
submit and track electronic payments and manage online bills and
accounts.Siebel is hoping vertical
applications can help offset 17% year-over-year decline in core CRM license
revenue, but the e-billing sector is fragmented and highly competitive.Siebel previously acquired Motiva
(Incentive compensation management) and Eontec (Multichannel retail banking
software) 2003 as part of its revenue diversification/vertical market
strategy.
Buyer
Seller
Price
Revenue
Mult.
Currency
Verisign
(NASDAQ: VRSN)
LightSurf
$270,000,000
$12,000,000
(Estimate)
22.5x
Stock
Category:
Mobile Messaging Software
SEG’s Insight:
Verisign beefs up its Communications Services Group, which
serves wireline and wireless telecom carriers, by placing another heavy bet
on mobile content delivery.This time
its Lightsurf, a provider of picture mail and video mail solutions for
wireless operators.The deal follows
closely on the heals of Verisign’s acquisition of mobile content aggregator
Jamba! for $273 million.Together the
two acquisitions will enable Verisign to provide telecoms with solutions to
satisfy the growing demand for both third-party and user generated content.It’s estimated Jamba! alone will
contribute $500 million to CY2005 revenues.
Buyer
Seller
Price
Revenue
Mult.
Currency
WebSideStory
(NASDAQ: WSSI)
Avivo
$39,702,000
$3,800,000
(Estimate)
10.5x
Cash, Stock
Category:
Website Search & Content Management
SEG’s Insight:
Hot of its September 2004 IPO with
the coffers full of acquisition currency, WebSideStory, a provider of
on-demand web analytics services used to track online behavior, picks up
Avivo (“Atomz”), a leading provider of hosted site search and web content
management applications used to manage large websites.Combined, Atomz extends WebSideStory’s
product set creating a suite of on-demand digital marketing apps which
marketing professionals can use to manage all of their online marketing initiatives.The $39 million purchase price comprises
$34.7 million of restricted stock and $4.3 million of cash.Assuming certain revenue milestones are
met post closing, Atomz shareholders will receive an additional $4.1 million
in 15 months.Atomz had $19 million
of venture funding.
Buyer
Seller
Price
Revenue
Mult.
Currency
Silver Lake, et. al
SunGard
(NYSE: SDS)
$11,300,000,000
$3,560,000,000
3.2x
Cash
Category:
Financial Software
SEG’s
Insight:
In
the second largest leveraged buy-out ever, a consortium of investors led by
Silver Lake Partners acquires SunGard, developer of software and solutions
primarily to financial institutions.SunGard put itself in play several months ago after announcing its
plans to spin off its disaster backup unit which generates significant
recurring revenue.The purchase
price, an unimpressive 14% premium to SunGard’s pre-announcement closing
price, is expected to be financed with $3.5 billion in cash and the remainder
debt.SunGard has grown consistently,
and has trailing twelve month revenue greater than $3.5 billion, with
excellent operating margins (19.7%)Nevertheless, SunGard’s stock price has seen only modest increase, as
the company has failed to generate much excitement among investors.
Buyer
Seller
Price
Revenue
Mult.
Currency
Infor Global Solutions
Mapics
(NASDAQ: MAPX)
$347,000,000
$172,800,000
2.0x
Cash
Category:
Manufacturing Vertical Software
SEG’s Insight:
With U.S. manufacturers struggling to retain customers and
compete globally, their IT solution providers are sharing the pain, with
consolidation predictable.Infor
Global Solutions (formerly Agilisys), a provider of manufacturing and
distributed software to select industries acquires Mapics, a competing
developer of software for discrete and batch processes manufacturers.The purchase price represents a 10%
premium to Mapics’ pre-announcement closing share price.The combined company will boast more than
17,500 customers in 70 countries.Mapics had increased trailing-twelve-month (TTM) revenue 10.4% and TTM
EBITDA 131% year-over-year (YOY) but was unable to excite investors, as
demonstrated by a 15.4% decrease in enterprise value from 4Q03 to 4Q04.
Buyer
Seller
Price
Revenue
Mult.
Currency
UGS PLM
Tecnomatix
(NASDAQ: TCNO)
$228,000,000
$98,730,000
2.3x
Cash
Category: Manufacturing
Process Management
SEG’s
Insight:
UGS,
a leading provider of product lifecycle management (PLM) software, acquires
Tecnomatix, provider of manufacturing process management (MPM) solutions
primarily to the automotive, electronics and aerospace industries.The Tecnomatix acquisition is UGS’ fourth
since being broken off from EMS last May, and will help provide a more
holistic PLM offering.The two
companies have shared an alliance since 2002 and have seen increasing demand
for MPM solutions.The purchase price
represents a 39% premium to Tecnomatix’s average closing share price over
sixty days prior to the announcement.
Elekta, developer of solutions primarily for cancer
treatment facilities, acquires IMPAC, a provider of clinical and financial
information systems for cancer care facilities. Combined, the companies will
serve more than 3,000 hospitals and cancer centers. Elekta and IMPAC plan to
deploy IMPAC technologies in Europe and Asia while offering IMPAC's US
customers treatment solutions from Elekta.The purchase price is a 22% premium over IMPAC’s closing share price
prior to announcement.
Buyer
Seller
Price
Revenue
Mult.
Currency
InterActiveCorp.
(NASDAQ: IACI)
Ask Jeeves
(NASDAQ: ASKJ)
$1,856,470,000EV
$261,330,000
7.1x
Stock
Category:
Internet Search
SEG’s
Insight:
IAC/InterActiveCorp,
which operates a variety of businesses, including CitySearch, Expedia, and
Ticketmaster, acquires Ask Jeeves, the fourth-largest internet search engine
with 7% market share.The all-stock
acquisition fills a hole in IAC's diverse lineup of more than 40 Web sites
while Ask Jeeves will have access to a significant increase in resources
($4.1 billion in cash) to compete against Google and Yahoo! in the fiercely
competitive paid search market.Ask
Jeeves earned an impressive $52.4 million on revenue of $261 million last
year.
This report was prepared by Software Equity Group, L.L.C. (SEG), a mergers and acquisitions advisory firm serving the software, life science and technology sectors. SEG is solely responsible for its content. This material is based on data obtained from sources we deem to be reliable; it is not guaranteed as to its accuracy and does not purport to be complete. This information is not to be used as the primary basis of investment decisions. For more details, please visit www.softwareequity.com, or phone (858) 509-2800.