Tuesday, January 24, 2012

Q4 2011 - IT Services M&A Update and 2012 Outlook









There were just under 600 M&A transactions in the IT Services sector announced for 2011, up from 443 in 2010.  Q4 2011 noted 148 transactions announced, slightly down from 161 the previous quarter.

Consulting deal volume jumped 38% in 2011, with median deal size more than doubling to $59.7 million. The median revenue multiple for the period fell, however, weighed down by a number of deals during Q1, including as CSK Corporation’s acquisition by Sumitomo (0.3x) and RWD Technologies’ acquisition by GP Strategies (0.4x). The subsector’s largest transactions included Charterhouse Capital’s $950 million investment for 65% of Environmental Resources Management at 2.0x revenue, as well as Genpact’s $550 million acquisition of Headstrong for 2.5x revenue.

Systems integration deals rose year-over-year, but median deal size dipped to a low of $10.2 million. The median revenue multiple stayed flat at 0.8x and the median EBITDA multiple slipped to 7.4x, although there were few data points for comparison. The majority of deals in this subsector are valued well below $100 million, a sign that consolidation of smaller innovators by larger players continues to dominate. The largest systems integration deals of the year included the acquisition of Value Team S.p.A by NTT Data Corporation for $364.5 million, as well as Ness Technologies’ acquisition by Citi Venture Capital for $341.8 million.  Stefanini IT Group (Brazil) acquired U.S. based Code X, Inc. (CXI) in Q1 2011 for an undisclosed amount. Generation Equity Advisors advised on this transaction.

The number of deals in the offshore outsourcing sector ticked up 37% year-over-year, the median deal size of $93.5 million exploded for the second year in a row, boosted by the $1.2 billion investment in Patni Computer by iGATE. Even excluding the Patni transaction, median deal size grew to $50 million in 2011 versus $20 million in 2010.

Government services is the only sub-sector that reported lower deal volume. Announced deals slipped 28% while median deal size fell 49%. These declines reflect increased scrutiny of spending and overall uncertainty surrounding the federal budget. Multiples remained relatively unchanged, however, and the median revenue multiple ticked slightly higher in 2011 to 1.3x while the median EBITDA multiple of 12.1x in 2011 was boosted by deals including Paradigm’s acquisition by CACI International for $61 million and 29.5x EBITDA, Ares Management’s acquisition of GTEC for nearly $315 million and 16.4x EBITDA, SRA International’s sale to Cerberus Capital for 12.1x, and High Performance Technologies sale to Dynamics Research for 12.0x EBITDA.

IT staffing deal activity decreased slightly in 2011, but median deal size grew more than 93% year-over-year, to $89.0 million. The IT staffing sectors median revenue multiple for 2011 was flat at 0.3x and its median EBITDA multiple was higher at 9.5x.  The largest transaction in the subsector was SFN Group’s acquisition by Randstad Holdings for $760 million. Other interesting deals in the space included the acquisition of Staffmark by Recruit in October for $295 million; Staffmark was one of the few IT staffing firms to have filed for an IPO (estimated $125 million) earlier in 2011.

2012 M&A Outlook
We expect M&A activity to remain steady for 2012 and possibly uptick further if the lending environment eases globally.  While Europe is in economic turmoil, the U.S. is stabilizing.  Emerging markets such as Brazil, Argentina and China are all on the upswing and in growth mode.  We expect some financial buyers (private equity) to remain on the sidelines while strategic buyers (companies) will acquire to capture growth.
Buyout firms accounted for around 16 percent of company takeovers in 2011.
As for IT Services firms, large acquirers have strong balance sheets and the ability to make both sizable and small, tuck-in acquisitions to complement organic growth. More diversified services firms will continue to support higher public market valuations (e.g. Accenture, CGI, IBM) which should drive aggressive M&A strategies in 2012.
Volatile equity markets slowed mounting U.S. M&A deal activity in the third and fourth quarters, following growing deal momentum in the first two quarters of 2011.  In light of concerns over Europe and a pullback in financing, U.S. merger and acquisition activity in the second half of 2011 was driven by well-prepared dealmakers focused on executing acquisitive growth strategies and availability of businesses with strong fundamentals– a key trend expected to continue into 2012, according to PwC's Year-End U.S. M&A Outlook.
Sellers now are looking for both speed and certainty in a deal, and also pursuing various alternative options and scenarios as they proceed as a way of maximizing the asset’s value. With sellers in the driver's seat, buyers must remain poised and ready when deal negotiations continue for a prolonged timeframe. Overall, the M&A markets are on track to stabilize further and increase overall over the next few years.
Epam Systems Inc, an IT services provider with operations in Russia, is aiming to move ahead with its planned U.S. initial public offering in the first quarter of 2011, according to Reuters.
Epam filed with U.S. regulators in June to raise up to $100 million in an initial public offering of its common stock. The company did not reveal how many shares it planned to sell or their expected price, but said at the time it would use the proceeds for acquisitions and general corporate purposes.
Both Glasshouse Technologies and Fusionstorm cancelled their IPO’s for 2012.
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Monday, January 23, 2012

Q4 2011 - Digital Media M&A Update and 2012 Outlook





Digital Media M&A Update - Q4 2011 and 2012 Outlook
 
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Q4 2011 – Global M&A Update
According to MergerMarket, global M&A for 2011 totaled $2,178.4 billion, up 2.5% from the same period in 2010 ($2,125.9 billion), making it the busiest year since 2008 (which was at $2,405.8 billion).  12,455 deals were announced in 2011, 1.3% below the number for 2010 (12,296 deals).
Activity did, however, decrease over four successive quarters, with $432 billion-worth of deals announced globally in Q4 2011, down 22.5% from Q3 2011 ($557.5 billion). Fourth quarter activity was 39% lower than in Q4 2010 (US$ 708.1bn), with the lowest quarterly total since Q3 2009 (US$ 325.4bn).
2011 was the busiest year for cross-border M&A since 2008, in spite of a gradual slowdown in M&A activity after the first half of the year. Cross-border deals (by individual countries) announced in 2011 added up to $874.4 billion and regional cross-border deals were up to $593 billion, an increase of 9.8% and 19.6% respectively since 2010, which saw $796.7 billion-worth by country and $495.7 billion-worth by region.  2011 booked cross-border deals between individual countries accounting for 41.5% of global M&A activity, the second highest proportion since 2007 when $1,564.4 billion-worth accounted for 42.8%.
According to The 451 Group, acquirers spent $219 billion by purchasing 3,690 information technology, telecommunications and Internet companies around the world in 2011—a 17% increase in spending and a 13% increase in number of deals year-over-year.
The total dollar value increase was led by multibillion-dollar strategic deals from top-tier technology companies such Hewlett Packard (HP), Google, Microsoft, SAP and Texas Instruments.  Mega deals included Microsoft’s $8.5 billion purchase of Skype, Google’s $12.5 billion successful bid for Motorola Mobility patents, Texas Instrument’s $6.5 billion acquisition of National Semiconductor, HP’s buyout of Autonomy for $11.7 billion, and SAP spending $3.65 billion to acquire human capital management software vendor SuccessFactors.
It was also noted that the Media, Information, Marketing Services and Technology sectors in the U.S. booked nearly 900 transactions in 2011 totaling $47 billion, a 9% increase over 2010.
Emerging market (BRIC) buyout activity, valued at $32.3 billion, accounted for 11.6% of global buyout activity in 2011, up from 11.5% in 2010, and the highest contribution since 2009 (19.1%).  Europe is the region that invested the most in the emerging markets in 2011, accounting for 40.2% of cross-border deal value ($80.4 billion): the UK, France, Germany and the Netherlands accounting for 21.1%, 17.6% and 9.6% (for both Germany and the Netherlands) of European-related inbound deal value respectively.

The global average deal size for Q4 2011 was $291 million, the lowest Q4 average since 2007 (at $277m).
Cash-only was the preferred structure for cross-border deals in Q4 2011, with cash-only deals accounting for approximately 94% of the value of all cross-border deals announced in Q4 2011, compared with 90% in Q3 2011.
In all, technology acquirers increased M&A spending for the second year in a row. Moreover, total deal count hit its highest level since 2006, as M&A activity across sectors and across value continues to rebound from the downturn of the 2008-2010 recession.
Multiples and Deal Premiums
The average premium (one day before) of global M&A deals for publicly listed companies in Q4 2011 increased to 33.5%, driving the annual average up to 28.5%, up from 22.2% in 2010. North American premiums averaged 35.9% in 2011, an increase from 31.6% in 2010. Meanwhile, European premiums for the year averaged 21.9%, the second highest average since 2002, only topped by 2008’s average of 22.9%. The Asia-Pacific region saw an average premium of 21 %, again the highest average premium since 2008 (24.1%).
The average EBITDA multiple across global M&A in 2011 was 12.6x, down from 14.9x in 2010 and the lowest average since 2003 (10.6x). The European average EBITDA multiple in 2011 was 12.1x, the second-lowest since 2004, and 11.5x in 2009.
The quarterly average global EBITDA multiple decreased in the last quarter of the year to 12.1x, from the previous quarter’s 15.8x, a drop driven by significant decreases in North America and Asia-Pacific, from 16.3x in Q3 to 12.8x in Q4 in North America, and from 20.4x to 10.1x in Asia-Pacific. Europe, however, showed an increase in the average EBITDA multiple on M&A deals in Q4 2011 to 15.3x, up from 14.4x in Q3 2011.
The TMT (Technology, Media & Telecoms) sector recorded the highest average EBITDA multiple – at 15.7x – in 2011, overtaking 2010’s leading sector Energy, Mining & Utilities which averaged 19.5x.

Digital media M&A
Recent announced M&A Transactions in the Digital Media sector for Q4 2011 and YTD 2012 include:
                    RIM acquires NewBay for $100 million at approximately 5.0x LTM Revenues
                    Yahoo acquires Interclick for $270 million at 2.0x LTM Revenues
                    Rakuten acquires Kobo for $315 million
                    Facebook acquires Gowalla (undisclosed)
                    Google acquires Apture and Katango (undisclosed)
                    Evolve Media acquires RealityTea.com, WebEcoist.com (Jan 2012)

Note: Full M&A table on Page 8

The sectors with the largest disclosed median enterprise value multiples for all of 2011 were Broadcasting with 3.8x revenue and Internet Media at 17.5x EBITDA.

The median revenue multiple rose from 1.5x in 2010 to 1.9x in 2011. The median EBITDA multiple moved slightly from 10.4x in 2010 to 10.6x in 2011.

The sector with the largest increase in volume in 2011 over 2010 was Online Marketing with a 29% increase from 332 transactions in 2010 to 428 transactions in 2011.

2012 M&A Outlook
We expect M&A activity to remain steady for 2012 and possibly uptick further if the lending environment eases globally.  While Europe is in economic turmoil, the U.S. is stabilizing.  Emerging markets such as Brazil, Argentina and China are all on the upswing and in growth mode.  We expect some financial buyers (private equity) to remain on the sidelines while strategic buyers (companies) will acquire to capture growth.
Buyout firms accounted for around 16 percent of company takeovers in 2011.
Volatile equity markets slowed mounting U.S. deal activity in the third and fourth quarters, following growing deal momentum in the first two quarters of 2011.  In light of concerns over Europe and a pullback in financing, U.S. merger and acquisition activity in the second half of 2011 was driven by well-prepared dealmakers focused on executing acquisitive growth strategies and availability of businesses with strong fundamentals– a key trend expected to continue into 2012, according to PwC's Year-End U.S. M&A Outlook.
Sellers now are looking for both speed and certainty in a deal, and also pursuing various alternative options and scenarios as they proceed as a way of maximizing the asset’s value. With sellers in the driver's seat, buyers must remain poised and ready when deal negotiations continue for a prolonged timeframe. Overall, the M&A markets are on track to stabilize further and increase overall over the next few years.
As for the Facebook IPO, it is planned to go out between April and June 2012 and will raise around $10 billion at a $100 billion valuation, according to Bloomberg news sources.  Facebook’s revenue more than doubled to $4.27 billion 2011 from $2 billion in 2010, research firm EMarketer Inc. said.

M&A TABLES AVAILABLE IN FULL REPORT 

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Generation Equity Advisors, LLC is an independent investment bank and M&A advisory firm focused exclusively on the global Software, IT Services and Digital Media industry sectors. We advise buyers and sellers of companies and efficiently execute transactions to increase shareholder value. Our professionals have advised on $20+ billion in M&A transactions to date and have current relationships globally with technology and media companies as well as leading private equity firms.
  


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DISCLAIMER
The information contained herein is of a general nature and is not intended to address the circumstances of any particular company, individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. We perform our own research and also use third party research. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. This is not an offer or recommendation to buy or sell securities nor is it a recommendation to merge, acquire, sell or exit a specific company or entity.



Generation Equity Advisors, LLC

1100 Glendon Ave, Suite 1731, Los Angeles, CA 90024

United States of America


Wednesday, December 14, 2011



       
Year-End Software M&A Update and 2012 Outlook


We expect M&A activity to remain steady for 2012 and possibly uptick further if the lending environment eases globally.  While Europe is in economic turmoil, the U.S. is stabilizing.  Emerging markets such as Brazil, Argentina and China are all on the upswing and in growth mode.  We expect some financial buyers (private equity) to remain on the sidelines while strategic buyers (companies) will acquire to capture growth. Buyout firms accounted for around 16 percent of company takeovers in 2011.

Volatile equity markets slowed mounting U.S. deal activity in the third and fourth quarters, following growing deal momentum in the first two quarters of 2011.  In light of concerns over European debt and a pullback in financing, U.S. merger and acquisition activity in the second half of 2011 was driven by well-prepared dealmakers focused on executing acquisitive growth strategies and availability of businesses with strong fundamentals– a key trend expected to continue into 2012, according to PwC's Year-End U.S. M&A Outlook.

Sellers now are looking for both speed and certainty in a deal, and also pursuing various alternative options and scenarios as they proceed as a way of maximizing the asset’s value. With sellers in the driver's seat, buyers must remain poised and ready when deal negotiations continue for a prolonged timeframe. Overall, the M&A markets are on track to stabilize further and increase overall over the next few years.

A few M&A highlights for 2011:

·         The most active acquirers within the Software Industry through Q3 2011 were EMC Corporation and Google Inc. with 10 acquisitions each.

        Vista Equity Partners was the most active financial acquirer during Q3 2011 with 5 acquisitions: Thomson Reuters Trade and Risk Management Business, Sage Healthcare Inc., CompuLaw LLC, Client Profiles, Inc. and CyberShift, Inc.

·        The largest transaction for the third quarter as well as the 1st 3 Quarters of 2011 was the acquisition of Autonomy Corporation plc by HP for $10.28 billion and represents a 10.8x revenue multiple and a 24.5x EBITDA multiple.

·        Total transaction volume in Q3 2011 for Software companies decreased by 11% over Q2 2011, from 366 to 324 transactions.

·        Total transaction value in Q3 2011 for Software companies decreased by 22% over Q2 2011, from $29.9 billion to $23.4 billion.

·         Median EBITDA multiples in Q3 2011 remained largely unchanged from the last quarter, at 13.6x.

·         Median revenue multiples in Q3 2011 remained nearly the same, at 2.3x times revenue.

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Tuesday, October 11, 2011

Q3 2011 - Software Mergers Update

Q3 2011 - Software M&A Update





After a strong start, M&A slows for Q3


According to The 451 Group, and our own research, from the start of July until the middle of August, dealmaking followed the same arc of recovery that it had tracked for most of 2011. And then, seemingly overnight, the stability and confidence vanished, swept away by renewed concerns about the state of the global economy. That left M&A in the back half of the quarter looking a lot like it did in the recession years of 2008 and 2009, rather than earlier this year. Of course, the abrupt decline in M&A during the second half of the third quarter correlates very closely with the performance of the equity market during Q3.  After topping out at nearly 2,900 in early July, the NASDAQ had plummeted to just above 2,300 a mere month later.



Acquisitions became less of a priority in the second half of the quarter, as the storm clouds that have been swirling over the global economy since the summer have left dealmakers uncertain about what – if anything – they should be buying right now. A number of recent economic indicators appear disconcertingly similar to levels we sank to during the Great Recession. Meanwhile, many of the problems that got exposed during the economic downturn have proven intractable, whether we look at the stubbornly high 9.5% unemployment rate or the lingering mortgage mess.



Compounding all of the worries around this is the sobering realization that what got us out of the first part of the recession – for the most part, federal spending – isn't going to be available to get us out of what could be the next recession. Don't forget that the historic downgrade of the creditworthiness of the US came during the third quarter.



As the possibility of a double-dip recession started getting talked about in August and September, no area of the market got hit harder than the IPO market. The pipeline got dramatically thinned out in the third quarter as companies that had put in their paperwork pulled their S1’s, either to stay independent or become part of a larger company. Both WageWorks and Trustwave withdrew their S1s in early August, while BlueArc, The Telx Group and Force10 Networks all dual-tracked their way into trade sales in the past three months.



Against those five IPO candidates in the US that didn't make it to market in the third quarter, we tallied only two enterprise technology vendors that actually did manage to get public. And both, to be candid, have had rather muted debuts. Tangoe, which went out in late July, and Carbonite (Nasdaq: CARB), which followed in early August, both trade at essentially where they came out and have created just $700m of market value between them.



The third quarter saw promising firms such as Jive Software and Eloqua put in their IPO paperwork in August.



Given the dramatic decline in M&A activity during Q3, the remainder of 2011 is shaping up to be a tough time for dealmaking. The year had been tracking to a level of dealmaking that basically put it at twice the rate we saw during the Great Recession. But now the recovery seems much less certain, as the broader economic woes appear to be increasingly weighing on M&A.



And those concerns may get even heavier before the year is out. ChangeWave Research surveyed more than 2,600 consumers in the first half of September about their expectation for the economy through the end of 2011. Fully three out of five respondents (61%) said they expected the economy to worsen in the coming three months, compared to just 8% who said it will improve through the end of year. The sentiment hasn't been that heavily bearish since March 2009.



Overall, Q3 doesn't appear to raise many concerns for the tech M&A market. After all, compared to the same quarter last year, spending on July-September deals ticked up a healthy 20% to $62bn.



A few notable announced M&A transactions for Q3 2011 included:



ü  Google (Nasdaq: GOOG), looking to bolster its mobile business through both hardware and patents, acquired Motorola Mobility. The $12.5bn deal will cost the search giant twice as much as it has spent, collectively, on all of its previous M&A.



ü  Hewlett-Packard (NYSE: HPQ) started an overhaul of its business, perhaps looking to divest its PC unit while, simultaneously, acquiring Autonomy Corp (LSE: AU.L) for $11.7bn, which stands as the largest software acquisition in seven years.



ü  Broadcom (Nasdaq: BRCM) announced its largest-ever purchase, paying $3.9bn in cash for NetLogic Microsystems (Nasdaq: NETL). The transaction valued the maker of network communications processors at more than 9 times revenue.



ü  Buyout shops also remained active, with Blackstone Group and Providence Equity Partners each erasing a publicly traded company in a pair of billion-dollar take-privates.




2011 M&A activity, month by month

Period
Deal volume
Deal value
September 2011
279
$8.5bn
August 2011
335
$40.2bn
July 2011
319
$12.9bn
June 2011
332
$14.3bn
May 2011
322
$27.2bn
April 2011
288
$25.7bn
March 2011
300
$63.7bn
February 2011
285
$10.3bn
January 2011
323
$11.7bn


Source: The 451 Group


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