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Record-Breaking M&A Pace In Software Seen Continuing
In 2H
By Mark Golden
Thursday, June 14, 2007
The rapid rate of acquisitions of software companies in the first
half of 2007 likely will continue for the rest of the year.
Before this week, the software industry saw some $29.6 billion
worth of mergers and acquisitions, compared with $11.6 billion in
the same period last year, according to The 451 Group, an independent
technology industry analyst firm. The same factors underpinning
that deal flow - consolidation of a maturing industry, cash-rich
acquirers and smaller target companies plodding along - will remain
in place for a while, according to several observers.
"We think the pace will continue," said Citigroup analyst Brent
Thill.
"The dot-com era gave birth to a lot of public software companies,
many of which don't have the breadth or the capital to survive as
standalone corporations. They have good assets, but they don't necessarily
have a platform," Thill said.
Among the possible targets, industry observers say, are small to
medium-sized companies that specialize in security or online software.
The 451 Group's Brenon Dalyexpects that 2007 will set a record,
thanks in part to record cash holdings by large software companies
and private equity firms.
"First, there's innovation and then there's consolidation, and
software is in consolidation. That's not to say that there isn't
innovation in open-source or on-demand, but for mainstream enterprise
software you don't get venture funding," said Daly.
"In a consolidating market, efficiencies win, and most efficiencies
are wrung out by bigger companies," he added.
At the top of the list of buyers is Oracle Corp. Oracle has acquired
about 30 companies in as many months, and Chief Executive Larry
Ellison has said he will continue to buy.
Even people skeptical about the momentum of software M&A, like
Cowen & Co. analyst Peter Goldmacher, believe him. "Oracle is a
juggernaut. They'll keep going," said Goldmacher.
Oracle aside, according to Goldmacher, the continuation of dealmaking
will depend on interest rates remaining low.
Other analysts agreed that may be true for private equity deals,
but interest rates won't affect larger software companies, whose
purchases have usually been for cash.
Other potential acquirers include Microsoft Corp., SAP AG, Hewlett-Packard
Co., International Business Machines Corp., Cisco Systems Inc. and
several private equity funds.
Possible Targets
For these willing buyers, small- and medium-sized target companies
are willing sellers for several reasons. Amid all the M&A activity,
customers have been reluctant to buy their software until they know
whether the company will be bought and, if so, by whom. In fact,
according to independent technology stock analyst Trip Chowdhry,
important customers are telling the large companies which smaller
software producers they should buy.
BEA Systems Inc., which makes transaction and message management
software, is an example of this, said Chowdhry, who predicted that
the M&A pace will accelerate in the second half of the year.
"Customers know BEA won't remain independent, so they're not buying.
If BEA is acquired by Oracle and you're already an Oracle customer,
you'll get a good deal on BEA software. If you're an SAP customer,
probably not," he said.
BEA declined to comment on its potential as an acquisition target,
as did the other companies mentioned in this article.
Management of the smaller companies are also willing to sell, said
The 451 Group's Daly, because they generally are unhappily beholden
to a few large institutional investors. And, he said, regulatory
costs under the Sarbanes-Oxley law are disproportionately high for
smaller companies, and those costs can take a big bite out of relatively
small bottom-lines.
Security software companies will be targeted, Daly said, because
it's one of the leading software lines that companies continue to
spend more money on. He cited IBM's deal last year for Internet
Security Systems as an example.
"We would expect HP to follow suit. Security has to be a core part
of the network," he said.
Daly's top pick for a target here is McAfee Inc., maker of antivirus
and network management software.
"They've had such a tough run of it on the public market," he said.
"Going private would certainly be an option for them as well. They
don't have any debt to speak of, and they have something like $1.5
billion cash on hand, which fits the leveraged buyout model."
Online software companies like Omniture Inc. and data integration
companies like Informatica Corp. are also potential targets, though
not necessarily this year, said Citigroup's Thill.
"We don't think there's anything near-term [for Omniture or Informatica],
but they certainly have some good assets that bigger companies would
like to have," he said.
Chowdhry also cited Informatica as a possible target. Openwave
Systems Inc., which writes programs to enable cell phone access
to Internet-based services, could also be a target, Chowdhry said,
as could smaller enterprise software makers Sybase Inc. and Lawson
Software Inc.
"If they don't get acquired, they will lose their business. Either
acquire or be acquired - that's the only way you can survive the
next couple of years," said Chowdhry.
Lawson, an often discussed takeover target, still has a year to
go to turn things around, said Goldmacher, but then it could be
for sale.
Though Lawson declined to comment, its chief executive has said
that Lawson's strategy is to become the third largest enterprise
software company in the world, an alternative to Oracle and SAP.
In general, Goldmacher thinks the best strategic deals in software
have already been done. "Every transaction gets further and further
down market for quality. It's now about consolidating market share
rather than leveraging synergies and revenue," he said.
Below the mid-sized companies, analysts agreed, are dozens of small-cap
software companies in security, data integration and online applications
that could be targeted.

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