How Best to Position Your Company for a Strategic Exit: Insights from IMPACT 2012

November 14, 2012

The IMPACT 2012 Conference was held last week in Philadephia, PA.  The conference, organized by PACT, the Greater Philadelphia Alliance for Capital and Technologies, brought together a group of venture investors, private equity sponsors, CEOs of small technology businesses as well as advisors to these three groups.  Signal Hill co-sponsored a Corporate Development Panel along with Silicon Valley Bank; Signal Hill Chairman & CEO Scott Wieler moderated the event.  Panelists included Rob Thomas, VP of Business Development at IBM, Cherie Whitney, Senior Director of Corporate Development at EMC and Bob Pick, Senior VP of Corporate Development at Comcast.  While many important themes and insights resulted from the panel, we thought it would be valuable to aggregate recommendations for companies looking to make a strategic exit.

ImageNon-Deal Roadshows.  When preparing for a strategic exit, relationships are the stepping stones to getting deals done; they lead the way into a company’s portfolio.  Non-deal roadshows, which are basically introductions of your management team to the acquirer’s management team and/or relevant business unit heads, are most effective if started as early as 18 months to 2 years before you plan to exit; while you’re sowing the seeds for partnership and potential acquisition, you also make your company available for funding from the VC/strategic investment arms of the strategic acquirer.

Market Your Company to the Business Unit.  Catching the eye of the corporate development division at a strategic acquirer is key since it is often the gatekeeper, but that’s just the first step.  When feasible, it’s important to market your company to the operating group or business division that will be sponsoring or “championing” the acquisition; the group that will ultimately be managing the day-to-day operations of your business.  Business unit buy-in is integral to moving a deal forward.  Of potential deals with business unit buy-in, it is roughly estimated that only 10 to 15 percent get done, meaning that without buy-in, the chances of closing your deal dwindle drastically.

Make the Case for Cross-Selling.  Strategic acquirers are always looking for synergy between businesses – that synergy isn’t limited to offering a complementary product or service.  It’s important to make the case that your product will sell to their customers and that their product will sell to your customers.  The opportunity to cross-sell makes your company a good fit, an essential part of the greater business.

Make Your Passion Palpable. Most strategic acquirers claim they can tell within the first 30 minutes of a management presentation how excited you are about your business and your people, versus just being in it for the money.  Dedication level and passion for your business is often easy to gauge, especially for large companies who see management presentations every week.  If you genuinely want to stay with your business, see it grow and become an integral part of a greater entity, conveying passion is fundamental (and should be easy).


Continued M&A Activity in the Medical Transcription Space

July 9, 2012

  The medical transcription and speech recognition market just got even more interesting.  Following on the heels of Nuance Communications’ acquisition of Transcend Services for $302 million in March at a 2.5x revenue multiple, One Equity Partners (the private equity arm of JPMorgan Chase with $11 billion under management) last week announced plans to acquire M*Modal, Nuance / Transcend’s leading competitor in clinical transcription services and speech recognition solutions.  One Equity is paying $1.1 billion for M*Modal, or $14.00 per share, an 8.3% premium over the closing price prior to the deal’s announcement.  This valuation represents approximately 2.5x M*Modal’s trailing revenue.

Having recently released its next generation of healthcare speech recognition solutions, M*Modal will be able to advance its leadership position in the transcription industry even faster with One Equity’s sponsorship.  In particular, we believe that M*Modal is likely to consider acquiring one or more transcription services vendors, in the same manner that Nuance acquired Transcend.  Transcription services vendors enable speech recognition providers with a means to better disseminate their technology solutions and develop closer, continuing client relationships.  In addition, One Equity Partners has a history of growing its portfolio companies through acquisitions, and has a demonstrated understanding of the healthcare landscape through its other investments in Wright Medical Group and Apollo Health Street.

Bottom line: One Equity Partners’ acquisition of M*Modal reaffirms Signal Hill’s outlook that consolidation is in the near-term forecast for transcription service vendors.


Insights from Gartner’s Security & Risk Management Summit

June 27, 2012

Image  Gartner’s Security & Risk Management Summit at the National Harbor in Baltimore, MD, held June 11, 2012 to June 14, 2012, attracted organizations from every corner of the IT security industry. From mobile management and eDiscovery to big data and migration to the cloud, there were sessions and exhibitors to address all major sector trends currently discussed in the market. Headline speakers included Michael Dell, CEO of Dell Computers, and Howard Schmidt, Special Assistant to the President on Cybersecurity.

The Summit kicked off with interesting keynotes by Gartner analyst Carsten Casper and communication consultant Mark Jeffries. Casper used the automobile as a metaphor for IT; he said new security features – anti-lock brakes, airbags, cameras – are part of a continual improvement process. Similarly, IT security must keep advancing. Jeffries’ keynote asserted that whether or not one’s title reads “Sales,” in order to be successful, IT professionals must be able to sell themselves and their ideas in a crowded market.

A major topic at the Summit was the massive migration of data to the cloud and the implications for control over one’s information. Another topic was ‘big data’ and how it can improve security through the analysis of patterns and reputations, leading to the successful identification of threats. To illustrate the growing importance of big data in today’s business environment, Gartner’s Neil MacDonald predicted that by 2016, 40 percent of enterprises will actively analyze at least 10 terabytes of data for Information Security intelligence, an increase from less than three percent in 2011.

The Summit also hosted a panel regarding the security investment climate. Speakers, including Signal Hill partner Don More, discussed how the investment environment for early stage players is strengthening and the acquisition interest in innovators is ongoing. The conclusion made was that mobile, cloud, social and other major IT advances are dependent on addressing security first, driving strong sector growth for the foreseeable future.

For more coverage of the summit, see http://www.gartner.com/technology/summits/na/security/


Signal Hill Publishes Q1 2012 M&A Reviews

April 25, 2012

Signal Hill is pleased to announce it has published its Q1 2012 M&A Reviews for the following sectors:

A list of all published Signal Hill M&A Sector Insights are available here.


Reflections from CISO Executive Network’s Second Annual Leadership Summit

April 23, 2012

We attended the CISO Executive Network Leadership Summit in DC last week, which attracted chief information security officers from leading organizations such as the CIA, The Ohio State University and State Street Bank. The Summit provides a good platform for CISOs to share security areas of greatest interest/concern.

Topics of high CISO focus these days include: advanced persistent threats (APTs), the bring your own device (BYOD) challenge, employee awareness (the social threat), and the future of compliance – which is moving toward focus on continuous threat and risk management.

Val Rahmani, CEO of Damballa, gave the opening keynote and highlighted that APT may be a misnomer as many so-called advanced persistent threats don’t use “advanced” technologies or methodologies but DIY kits off the web and basic techniques such as phishing. APTs become advanced when cybercriminals develop custom malware tools, utilize multiple techniques, exploit zero-day vulnerabilities, etc.  Advanced hackers deploying APTs also often follow a stealthy, “low and slow” approach; Val suggested that 35% of these threats sit on a network for months before they are discovered and 9% go undetected for years.

The discussion surrounding BYOD and its security implications were the source of heavy debate among CISOs present; issues included financial advantages/disadvantages, legal responsibilities and privacy rights. Those in attendance conceded that any cost-savings created by employees bringing their own smartphones/tablets to work are presently outweighed by the costs of providing security and support for these devices; however, BYOD is an inevitable IT transformation, and solutions that manage it will be in high demand.

Increasingly, CISOs are focusing on honing their skills to address board-level concerns regarding security. CISO roles have evolved beyond merely identifying and implementing policies and technologies to secure their organizations’ IT assets to educating executives and employees on how to effectively use these technologies and monitoring their compliance.

CISO Executive Network is the leading peer-to-peer organization for information security, privacy, and risk management executives.  It includes chapters in ten cities across the US, bringing CISOs and industry experts from top-level vendors together in intimate roundtable settings. The next events are the third Breakfast Roundtable Series of 2012, focusing on Virtualization and Cloud Computing Security – for more information on these events and the organization that arranges them, check out their website:  http://cisoexecnet.com/.

 


Reflections from the 2012 RSA Conference

March 30, 2012

This year’s 21st RSA security confab, as in years past, saw a broad mix of early-to-mid stage vendors rubbing elbows with the world’s largest IT companies. There were many off-floor meetings, receptions and deal-making efforts, and the usual vendor initiative announcements. Themes of the day included: BYOD (for Bring Your Own Device/Disaster – an allusion to use of mobile devices at work); APT (Advanced Persistent Threats – super-bad malware used by rogue states and criminal rings); and Security Risk Management (tying security into the broader risk picture). Discussion keynotes ranged from big-picture (Tony Blair on the dangers of openness run amok, e.g. Wikileaks) to highly technical (the core of the conference), and even silly (what Darth Vader could have done better as the Empire’s CSO).

Walking around the floor and mingling at various receptions, we saw leading vendors from the 18 security subsectors we track all well represented. Traffic was high (perhaps not the highest we have seen over 12 years, but top 2-3) and enthusiasm was even higher. More than we have heard in recent years, exhibitors commented that they were actually signing up customers on the floor and seeing firmer business leads. Government customers were said to be much more visible than before.

What was evident from RSA is that the industry remains as vibrant as ever – probably more than ever. A primary reason for this is ‘Openness’ – pervasive collaboration online, Google-ization of IT, and mobility are eliminating computing silos and democratizing technology use, even at large enterprises. Everyone is becoming, in effect, their own IT administrator connectable to everything. All this has created a bonanza for vendors that secure privacy, manage access and protect digital assets. Our 2012 IT Security M&A report highlights growth in M&A momentum over the past year as big vendors (and PE firms) stock up on ‘openness enablers’ offering the greatest traction and most promising security technology.

While cloud, big data and interconnectedness are great positives, most news headlines mentioning IT security do so in the context of bad news. Recent surveys highlight a continuing rise in security vulnerabilities and breaches, confirmed by reports of major breaches – such as of Playstation, TJMaxx, U.S. DoD, and even RSA itself – and the list seems endless. A March 27 article in the WSJ (“U.S. Outgunned in Hacker War”) sums it up well, quoting the FBI’s assessment that “we’re not winning,” and that current security efforts are “unsustainable.” We believe the two-sided coin of positive advances in computing and rising security losses will fuel accelerated sector spending, investment and M&A this year and well beyond.

Discussions with exhibitors at RSA also highlighted the growing integration of security with other technology areas, including infrastructure management (notably cloud), business intelligence and applications. Vendors in all layers of the traditional IT stack are incorporating security as a key ingredient, and consequently, we are seeing more non-security vendors on the RSA floor offering security solutions, and we expect more to become acquirers.

If one were to sum up the lessons of RSA in a sentence, it would be that, “As technology becomes simpler, security becomes harder,” which suits the industry’s vendors just fine.

- Don More, Managing Director


PE Buyers in IT Remain Strong Despite Overall Market

March 26, 2012

A WSJ Deal Journal article recently noted that buyouts by PE firms have dipped so far in 2012 they are on pace to make up barely 40% of the deal values witnessed in 2011 and 2010. For the information technology sector, however, Signal Hill’s data shows that private equity buyers have contributed the highest total enterprise value for a Q1 period since before the recession.  And that’s with one week of the quarter left to go.

Year-to-date in 2012, PE buyers closed 15 transactions – flat compared to 2011 and well above the seven deals announced in Q1 2009. These 15 most recent transactions account for nearly $4.4 billion in enterprise value, the highest level since 2007. A handful of large deals this year account for the increase, such as CPA Global’s $1.4 billion acquisition by Cinven; Transunion’s $1 billion acquisition by Advent International and GS Capital Partners; as well as Quest Software’s $1.9 billion acquisition by Insight Venture Partners earlier this month. These stats do not include add-on acquisitions by PE-owned companies, a sector of the market which remains highly active.

The Deal Journal article notes that the slowdown in overall buyouts is a surprise because “private-equity investors have a multitude of reasons to whip out their checkbooks for new purchases.” That is indeed the case within the IT sector. With public equity markets on a tear (the NASDAQ Composite is up over 19% already for the year), PE firms have been more willing to spend heartily to acquire healthy, growing companies. We recently wrote about Quest Software’s acquisition, where Insight offered a 14.4% premium over the 30-day trading price and, according to recent SEC filings, a valuation of 2.2x trailing revenues and 13.1x EBITDA. Cinven noted that its acquisition of CPA Global (a global provider of intellectual property (IP) management services and software) was driven by defensive qualities and attractive growth prospects, not to mention exceptional financial performance and cash flow.

As Q1 winds to a close and the overall markets continue to rebound, we expect to see financial buyers plow even more money into the IT sector. As the Deal Journal says, there usually is a lagging correlation between firming financial markets and Monday morning deal announcements.

IT Transactions with PE Buyers, 2007-2012

IT PE Deals For Q1, 2007-2012

*Q1 2012 as of March 23.


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