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.
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.
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/.
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.
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
*Q1 2012 as of March 23.
Signal Hill is pleased to announce it has published its Infrastructure Software Sector Update 2011-2012.
M&A activity in the infrastructure software sector witnessed significant growth over the past two years. In 2011, the number of announced deals grew for the fourth straight year, while median revenue multiple ticked up to the highest point Signal Hill has tracked. This growth has been driven by a number of factors, several of which are directly related to the rapid emergence and adoption of cloud computing.
This report explores the state of the infrastructure software M&A market, as well as sector public equity performance, and reviews the drivers of M&A activity in areas such as Application Performance Monitoring & Management, Infrastructure Management, Storage and Data Access, and Enterprise Mobility.
To access a PDF of the report, please click here. A list of all published Signal Hill M&A Sector Insights are available here.
Insight Venture Partners, a leading New York-based private equity and venture capital firm focused on the software and internet sectors, recently announced plans to take private Quest Software, a California-based provider of database management software, for $23 a share or about $2 billion dollars. Insight’s offer comes at a 14.4% premium over the 30-day trading price and, according to recent SEC filings, values the company at 2.2x trailing revenues and 13.1x EBITDA.
Quest Software’s technology is designed to develop, monitor and protect software applications, databases and servers. The Company’s Tool for Oracle Applications Developers (“TOAD”) solution, provides productivity software for database developers, DBAs, and analysts. TOAD validates code performance, automates SQL optimization, and provides performance management tools to simplify the management of Oracle, SQL Server and DB2 systems. In addition to TOAD, Quest provides a wide range of other solutions for performance management, data protection and virtualization, including ChangeBase, NetVault and ChangeAuditor.
The transaction has been structured as a management buyout and will allow Quest to entertain alternative bids over the next 60 days in a “go-shop” period designed to identify alternative opportunities for shareholders. Upon news of the offer, Quest’s stock price rose 24% to $24.07, and it would not be surprising to see alternative offers come through during the “go-shop” period.
Insight’s offer comes on the heels of an exceedingly acquisitive 2011, in which the Quest closed seven deals, such as its acquisition of Smarsh, Inc. and BiTKOO, LLC in November and December, respectively. Vinny Smith, who was reappointed CEO in February after serving in the position from 1997 to 2008, will be rolling his shares forward with the new ownership. In the near term, Smith has suggested the company will be less aggressive in the M&A market, instead focusing on integrating its numerous recent acquisitions and executing its strategy.
- Andrew Dunfee, Financial Analyst
Dell announced this week that it plans to acquire security vendor SonicWall, a provider of unified threat management (UTM) solutions. While deal size was not disclosed, the transaction is estimated to be valued at around $1.2 billion and about 4.6x trailing revenue — well above the $717 million and 2.4x revenue that private equity owner Thoma Bravo paid for the company two years ago. This transaction is a testament to the rebound in the market and supports our observations that strategics have tremendous appetite for security assets.
Founded in 1991, SonicWall has 300,000 customers in 50 countries, 950 employees and a channel program with 15,000 retailers, which Dell plans to integrate into its own PartnerDirect program. SonicWall has over 130 patent apps, with 64 issued to date, which also adds value to the transaction. The acquisition will help Dell round out its security solutions portfolio with the addition of SonicWall’s firewalls, network security and data protection solutions. Dell’s security portfolio is already quite robust with its SecureWorks security services – which it acquired in January 2011 for $615 million and 5.1x revenue – as well as various other cloud security, data encryption, vulnerability and patch management solutions. UTM also complements SecureWorks by creating an opportunity to remotely manage on-presence SonicWall devices, a hybrid cloud-product converged approach which we believe is where security is heading.
The SonicWall transaction continues consolidation of the UTM market. Last year UK-based security software maker Sophos acquired Astaro, a provider of network security solutions for $170 million and 3.8x trailing revenue. Research from Gartner suggests UTM will continue to grow faster than many other security markets; worldwide revenue for the UTM market totaled approximately $1.28 billion in 2011 and is estimated to grow at approximately 15% CAGR through 2017.
SonicWall represents the latest in a string of purchases by Dell in an effort to expand beyond personal computers to grow its product lineup, as well as its potential profit margins by being a one-stop-shop for customers. The deal also highlights the growing role of PE firms in the security M&A landscape. Over the last year Thoma Bravo acquired Blue Coat Systems ($916 million) and Tripwire ($225 million), while other firms acquired companies including Clearswift ($46 million), Persistent Sentinel and Aladdin Knowledge Systems.
Nuance Communications, a developer of imaging and speech recognition technologies, announced this week the acquisition of Transcend Services, a provider of medical transcription and voice editing services. The move comes as healthcare providers continue to demand increasingly automated transcription services. Nuance is paying $302 million enterprise value for Transcend, or $29.50 per share, a 20.4% premium over the 30-day trading price. This valuation represents approximately 2.4x Transcend’s trailing revenue.
Transcend’s services will expand Nuance’s customer base in the healthcare and hospital market. The company’s technology translates physicians’ voice recordings into electronic medical records, and also provides outsourced transcription and editing services on the customer’s platform. This is not Nuance’s first foray into the healthcare transcription market; it acquired Transcend competitor Webmedx last July for an undisclosed amount. The same week, rival medical transcription company MedQuist acquired M*Modal for $130 million (5.4x revenue).
The Nuance announcement builds on the fast start to Healthcare IT so far in 2012. Since January 1, there have been 41 announced HCIT transactions tracked by Signal Hill – more than double the comparable period in 2011 (see chart below). While Nuance is a public company, private equity-backed buyers have accounted for more than 30% of all acquirers. Other significant HCIT transactions so far this year include: APS Healthcare’s acquisition by Universal America for $277 million; Simcyp’s acquisition by Vector Capital-backed Certara for $32 million; and Velquest Corporation’s acquisition by Accelrys for $35 million. We expect this deal flow to continue through the rest of the year, barring significant macroeconomic events. Keep an eye out for next month’s Q1 2012 review for a deeper look at M&A in the HCIT sector.
Facebook’s filing on February 1st to go public unveiled a substantial amount of data regarding the company’s revenue, customer growth, use of proceeds and insight from the famed Mr. Zuckerberg, among other nuggets of previously confidential information. Overall, the message is that businesses will increase spending on social media, which will greatly benefit companies offering services in the space. This has been validated – at least in the short-term – by high valuations for social network-related stocks, such as Ren Ren (NASDAQ: RENN), Que Pasa (AMEX: QPSA), LinkedIn (NASDAQ: LNKD) and FriendFinder (NASDAQ: FFN), and others, such as Pandora (NYSE: P) and Groupon (NASDAQ: GRPN), that have gained from the rise of social networks as well.
One particularly interesting group of businesses are companies that have built their business on the Facebook platform. The main ones are Zynga (NASDAQ: ZNGA), Vringo (AMEX: VRNG) and SNAP Interactive (OTC: STVI.OB). A brief description of each of these companies and their importance to Facebook is shown below, followed by an analysis of how the valuation and volume of these companies has been impacted in the month since the release of Facebook’s S-1.
Zynga Inc. (NASDAQ: ZNGA): Zynga offers online social gaming such as poker games, word games and board games. In 2011, Zynga generated approximately $400 million, or 12%, of Facebook’s revenue.
Vringo, Inc. (NASDAQ: ZNGA): Vringo’s products include an app called FaceTones that displays photos of your Facebook friends when they call your mobile phone. The app has been downloaded close to 1 million times in the six months since it was introduced and is expected to provide the bulk of Vringo’s revenue this year.
SNAP Interactive (OTC: STVI.OB): SNAP provides online dating apps for social networking Web sites and mobile platforms, and has been installed by over 54 million users.
The following chart tracks the stock price for the aforementioned companies.
The table below shows further detail of stock price performance surrounding the registration.
Moreover, the table below displays the trade volume for the companies in discussion subsequent to Facebook’s registration filing.
In summary, the fate of the Facebook ecosystem – ranging from gaming giant Zynga and upstart Vringo to SNAP and the makers of an estimated seven million software apps integrated with the social network – is tied to the success of Facebook. Needless to say, the IPO will be clearly watched. While, public companies closely tied directly to the success of Facebook are already reaping benefits from its registration – it will be even more intriguing to see how the actual IPO will affect not only those companies, but also the plethora of businesses that operate or touch Facebook’s stratosphere. Only time will tell if the surging valuation of related stocks will continue, whether an anticipated spending spree of acquisitions will be executed and if seeding a new generation of startups will be the result.
- Frank Cordek, Associate
Juniper Networks, a networking equipment provider, announced last week that it acquired Mykonos Software, a San Francisco-based provider of intrusion deception systems that protect Web sites and Web applications. Juniper paid approximately $80 million for the company, a valuation well above the median deal size the IT Security sector has witnessed over the past year (see our upcoming IT Security Sector Update). According to SEC filings, Mykonos earned less than $1 million in revenue last year, making this a very highly valued deal in any regard.
Mykonos’ technology is designed to secure websites and web applications from advanced hacker attacks. The software employs “deception-based technology” that uses a trap to detect and divert attacks. It also provides device-level tracking beyond the IP address, which allows for attackers to be uniquely identified, monitored and/or blocked – a clear benefit over traditional web security appliances and Web Application Firewalls (WAFs).
The acquisition not only complements Juniper’s existing security offerings, such as firewalls and protective systems for a corporate network, but allows Juniper the ability to provide both its enterprise and service provider customers with a new tool to detect an attack before it is in progress. Juniper will be able to sell the technology as both a standalone and as an integrated solution, allowing customers the benefit of a proactive security approach that stops hackers in real time.
This is not Juniper’s first IT security purchase, let alone its first transaction with an extremely high multiple. In 2010, Juniper paid $70 million for SMobile, a provider of security software for smartphones and tablets; a few months later, the company paid $95 million to acquire Altor, a virtualization security company. At the time of the acquisitions, both SMobile and Altor were reporting less than $5 million in sales, according to data from the 451 Group. These transactions demonstrate Juniper’s strategic shift to higher software content and offerings and the fact that they are not afraid to pay big for coveted assets. Our discussions with Juniper at RSA suggest further acquisitions down the road as the company builds out its mobile (Pulse) and cloud security and management vision.
- Patrick Chang, Associate