By Ken Bender, Managing Director, and Allen Cinzori, Vice President - Software Equity Group, LLC
The opening months of 2004 saw a continuation of the momentum that characterized the software industry in the closing months of 2003. Buyers were primarily public software companies seeking strategic acquisitions in response to market demands and competing players. High on many buyers' list were strategic acquisitions that enhanced their product offering (JDA Software/Timera Retail; Verity/Cardiff Software; Hewlett Packard/Novadigm) as well as select acquisitions that provided immediate access to new markets (Captiva Software/ADP Context; Agilysys/Inter-American Data). Cash continued its dominance as the primary form of payment. Here's an analysis of eleven of the most interesting acquisitions from the first half of the quarter.
Juniper Networks (NASDAQ: JNPR) acquires NetScreen Technologies (NASDAQ: NSCN)
Category: Security
Purchase Price: $3,436,781,000EV
Seller Revenue: $275,290,000
Revenue Multiple: 12.5x
Payment Terms: Stock
SEG's Perspective:
Juniper Networks, the second largest internet router manufacturer, acquires internet security solution provider NetScreen Technologies in a deal valued at $3.8 billion. Noting the hefty 56% premium, the market drove down Juniper's share price 11% on deal day, slicing more then $456 million in deal value. That same day NetScreen's share price increased 36% to an all time closing high. The amount Juniper is paying is nearly $1 billion more then Juniper's total cumulative revenue last year. Why the big multiple? First, Juniper has focused primarily on the telecom market and now needs NetScreen to compete against bellwether Cisco in the lucrative government sector. Second, NetScreen has performed admirably, even in a tough economy, by boosting sales to $245 million last year, up 77% from 2002. This acquisition puts pressure on the other major firewall/VPN provider, Check Point, to partner with a hardware provider. Check Point now becomes the only major player entirely focused on network security. For the time being, Juniper and NetScreen will remain separate businesses, although eventually NetScreen's security will be embedded in Juniper's routers.
Electronics for Imaging (Nasdaq: EFII) acquires Automated Dispatch Systems
Category: Asset/Service Management
Purchase Price: $11,500,000
Seller Revenue: $5,000,000 (Estimate)
Revenue Multiple: 2.3x
Payment Terms: Cash
SEG's Perspective:
Electronics for Imaging (EFI), global provider of digital imaging and print management solutions for commercial and enterprise printing, acquires Automated Dispatch Systems (ADS), a provider of service tech dispatch software targeted at the photocopier repair market. EFI's Intelligent Device Management software automatically monitors customers' consumables use and provides continuous remote diagnostics and troubleshooting. When something is amiss, ADS software will automatically dispatch a repair technician. After acquiring Printcafe Software and T/R Systems in 2003, EFI has seen its revenue growth plummet 32% over the last fiscal year and is seeking incremental revenue opportunities targeted at the print industry. Look for additional EFI acquisitions in the coming months; the $11.5 million cash deal won't make much of a dent in its $624 million cash reserve.
FindWhat.com (Nasdaq: FWHT) acquires Comet Systems
Category: Internet Tools/Utilities
Purchase Price: $18,580,000EV
Seller Revenue: $8,500,000
Revenue Multiple: 2.2x
Payment Terms: Cash, Stock
SEG's Perspective:
FindWhat.com, a provider of marketing and e-commerce services, including online marketplaces, acquires Comet Systems, a developer of free download consumer software and a fee-based desktop search engine. FindWhat, which derives most of its revenue from a keyword-targeted internet advertisement service, hopes its advertisers will pay more in order to gain access to the 100 million who have downloaded Comet's pop-up blocker and surf privacy software. Comet stockholders will receive $8.5 million in cash (equal to Comet's 2003 net revenue) plus $15 million in FindWhat stock and up to $10 million in cash based on 2004 and 2005 operating performance.
JDA Software (Nasdaq: JDAS) acquires Timera Retail Solutions
Category: Workforce Management
Purchase Price: $13,000,000
Seller Revenue: $6,000,000 (Estimate)
Revenue Multiple: 2.2x
Payment Terms: Cash
SEG's Perspective:
JDA Software, a leading retail sector solution provider, acquires Timera Retail Solutions, a developer of workforce management solutions in a $13 million, all cash deal. Timera stumbled in 2003 with revenue down sharply from 2002's $8.3 million. Targeting primarily high-end retailers, JDA has beefed up its offering to include merchandising , collaboration, analytic and, now, labor cost tracking applications to compete against Peoplesoft, and Siebel. Look for additional acquisitions from JDA as it seeks to expand its revenue base to spur a lethargic 6.1% LFY growth rate.1
Intellisync (Nasdaq: SYNC) acquires Search Software America
Category: Data Management
Purchase Price: $20,000,000
Seller Revenue: $10,000,000
Revenue Multiple: 2.0x
Payment Terms: Cash
SEG's Perspective:
Intellisync Corporation, a leading provider of synchronization and mobilization software, acquires Search Software America (SSA) whose products synchronize personal identity data within computer systems and network databases. SSA's ability to match, group, and manage differently spelled names and addresses will leverage Intellisync in SSA's key markets, including financial services and state/local government. SSA's $3.5 million EBITDA and $10 million in revenue during calender year 2003 will be a welcome addition to Intellisync's negative $8.5 million EBITDA and $32 million TTM revenue. Over the last twelve months, Intellisync has acquired five companies with the intention of shifting the company's focus from cabled PDAs to wireless handhelds, smartphones, laptops, and tablets.
Verity (Nasdaq: VRTY) acquires Cardiff Software
Category: Document/Forms Management
Purchase Price: $50,000,000EV
Seller Revenue: $26,300,000
Revenue Multiple: 1.9x
Payment Terms: Cash
SEG's Perspective:
Verity, a provider of enterprise search, classification and personalization software, acquires Cardiff Software, a developer of document-capture and e-forms processing software. The deal, which takes the last independent e-forms software developer off the market for $50 million all cash, extends Verity into a new area of information management. Verity will now be able to capture data from documents and forms and move the unstructured information through business processes, which then can be searched and analyzed by Verity's suite of tools. With Cardiff competitors (Accellio, Shana, and Caere) in the e-forms space all being acquired by larger companies, and with Microsoft and Adobe systems elbowing their way into the space, the time was right for Cardiff to exit.
Hewlett Packard (NYSE: HPQ) acquires Novadigm, Inc.
Category: Enterprise System Management
Purchase Price: $94,834,000EV
Seller Revenue: $58,300,000
Revenue Multiple: 1.6x
Payment Terms: Cash
SEG's Perspective:
Hewlett-Packard Co. continues to aggressively expand its OpenView software suite by acquiring Novadigm Inc., a leading provider of automated IT configuration and change management software. Simultaneously, HP picked up Consera Software, a provider of software that enables IT resources to be mapped to business services. Last fall, HP acquired Talking Blocks for services management, Baltimore Technologies' Select Access business for identity management, and Persist Technologies for information lifecycle management. Novadigm saw its revenue decrease 11% the last fiscal year. HP agreed to pay $6.10 in cash for each share of Novadigm stock. The day after this deal was announced, Novadigm's stock shot up 27% shortly after the opening bell.
Captiva Software (Nasdaq: CPTV) acquires ADP Context (Division of ADP)
Category: Healthcare
Purchase Price: $5,200,000
Seller Revenue: $3,500,000 (Estimate)
Revenue Multiple: 1.5x
Payment Terms: Cash
SEG's Perspective:
Captiva Software Corporation, a provider of input management software, acquires ADP Context Inc., a healthcare business unit of ADP. ADP Context develops automated medical claims coding, processing and reimbursement software. With ADP Context, Captiva extends its presence in both the payer and provider sides of the healthcare market. ADP Context gives Captiva 1,400 physician practices, hospitals, insurance carriers, administrators, and managed care organizations.
VerticalNet (Nasdaq: VERT) acquires Tigris Corp.
Category: Supply Chain Management
Purchase Price: $9,279,690
Seller Revenue: $10,000,000
Revenue Multiple: 0.93x
Payment Terms: Cash, Stock
SEG's Perspective:
Verticalnet, a strategic sourcing and supply chain application vendor, acquires Tigris Corp., a sourcing and supply chain consultancy. Most appealing to VerticalNet was Tigris's data intensive, tools-based approach to spend analysis, which Aberdeen Group claims could save enterprises $260 billion annually. The acquisition, which will double VerticalNet's TTM revenue comes none too soon. VerticalNet's revenue declined 65% to $9.6 million in its last fiscal year. With only $4.2 million in cash on hand, the company resorted to a net $6.2 million private placement less then two weeks before this deal was announced.
Agilysys (Nasdaq: AGYS) acquires Inter-American Data
Category: Hospitality Management
Purchase Price: $36,500,000
Seller Revenue: $40,000,000 (Estimate)
Revenue Multiple: 0.91x
Payment Terms: Cash
SEG's Perspective:
Agilysys, a distributor and reseller of enterprise computer systems, acquires Inter-American Data (IAD), a provider of property and materials management software to casinos and major resorts. Seeking to redefine itself due to shrinking hardware margins and a TTM revenue decline of 50%, this is Agilysys' second acquisition in five months of a vertical market solution provider. There is some synergy, though, as Agilysys is an IBM Premier Business Partner, and IAD's solutions run on IBM platforms. With $319 million in cash remaining, look for additional Agilysys software acquisitions in the coming months.
Verity (Nasdaq: VRTY) acquires NativeMinds
Category: Customer Support
Purchase Price: $3,800,000
Seller Revenue: $6,250,000 (Estimate)
Revenue Multiple: 0.61x
Payment Terms: Cash
SEG's Perspective:
Verity Inc., a provider of search, classification and personalization software, acquires NativeMinds, developer of natural language, on-line customer support solutions. The $3.8 million, all cash deal is likely to come as a disappointment to NativeMinds' investors, including Oracle, TA Associates, Convergsys, and CIBC, which reportedly sank some $40 million into the 5 year old San Francisco based company. The plan is to link Verity's search capabilities with NativeMinds' web-based customer assistance suite, as well as the online forms technology of another recent Verity acquisition, Cardiff Software. Verity is representative of a growing number of buyers seeking to acquire and aggregate technologies to spur growth and differentiate their offerings. For the six months ended 11/03, Verity revenues rose 24% to $55.5 million and net income rose 40% to $5.5 million.
EV: Enterprise Value = equity purchase price, plus seller's interest bearing debt, minus seller's cash & cash equivalents 1 : LFY = Fiscal Year-End: December
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, please visit www.softwareequity.com, or phone (858) 509-2800.
