DECODING THE COMPETITIVE SOFTWARE M&A MARKET

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DECODING THE COMPETITIVE
SOFTWARE M&A MARKET
By Jens Kengelbach, Daniel Friedman, Florian Schmieg, Maximilian Bader, Daniel Kim,
and Samina Lademo

                T     he M&A market for software compa-           Rapid Growth and Favorable
                      nies has been booming. The cumulative       Economics
                value of software M&A deals soared to an          In an increasingly digitized world, software ap-
                all-time high in 2020 even as overall M&A         plications have become omnipresent in busi-
                activity decreased. And the volume of soft-       nesses. There are three broad categories of soft-
                ware deals has continued to grow, approach-       ware: horizontal applications that cut across
                ing the record level of the dot-com bubble.       industries (such as for customer relationship
                Nontechnology companies and financial             management and enterprise resource plan-
                sponsors are helping to fuel the hot market, as   ning), vertical applications for a specific in-
                they increasingly join traditional technology     dustry (such as health care or insurance),
                players in pursuing software targets.             and infrastructure software (such as for IT
                                                                  security and network management).
                However, our analysis found that, on aver-
                age, these nontraditional strategic buyers        The global market for these applications
                struggle to create value one and two years        has grown faster than the GDP of Western
                after an acquisition. This suggests that they     countries, and we expect this impressive
                are overpaying for targets or that they are       growth to continue. In fact, Gartner proj-
                not certain about how to create value.            ects that the global software market will
                                                                  grow by approximately 10% each year
                To succeed in software M&A, nontechnology         through 2024.
                players and financial sponsors, in particular,
                need an in-depth understanding of what            From a buyer’s perspective, the software
                drives valuations in the industry as well as      industry is attractive because of several
                for specific companies. Conducting a com-         factors:
                prehensive and rigorous due diligence pro-
                cess at the company level is essential to         ••   A Large and Growing Industry. The
                gather facts for an accurate assessment.               megatrend of digitization is propelling
high growth in the software industry—       tary policy and government stimulus pro-
                        many segments are growing at an             grams in Europe and the US. The M&A
                        annual rate of more than 10%.               market largely froze, but then it gradually
                                                                    returned to the historically normal range of
                   ••   Recurring Revenues. Many software           monthly deal volume in the past ten years.
                        business models feature recurring
                        revenue streams—such as annual              An industry-level analysis reveals a more
                        subscription or licensing fees and a        subtle picture. Some industries—such as
                        periodic maintenance charge.                travel and tourism, oil and gas, and insur-
                                                                    ance—were generally hit hard because the
                   ••   A High Potential for Scaling Profit-        pandemic caused investors to question
                        ably. Because the product has already       companies’ future viability. Other indus-
                        been developed, an incremental increase     tries—notably medical technology, soft-
                        in sales does not lead to a corresponding   ware, and high tech—held up strongly, on
                        increase in costs for inputs.               average, although there were winners and
                                                                    losers in their ranks.
                   ••   Customer Stickiness. Churn rates are
                        typically quite low, owing to high          Looking at software industry players in
                        switching costs for customers. This is      depth, the first three months of 2020 saw a
                        especially true for business customers—     mix of well-performing and poorly per-
                        software, once adopted, can become          forming companies. This diversity of per-
                        integral to business operations. A quite    formance created attractive M&A opportu-
                        common sales strategy is to get a foot in   nities. As of the end of 2020, a greater
                        the door by selling customers small         share of companies had a net positive
                        bundles of products or services. The        share return, indicating that software is
                        company then expands the relationship       among the winning industries in the crisis.
                        through upselling and cross-selling of      As would be expected, software companies
                        additional software products.               were among the first to restart plans for
                                                                    IPOs and other transactions.
                   ••   An Abundance of Potential Targets.
                        The software industry is fragmented,        Underlying the software industry’s general-
                        offering the potential for consolidation.   ly strong performance is the fact that the
                        More than 10,000 assets globally are held   pandemic has pushed businesses to take
                        by private equity and venture capital       several types of actions:
                        owners, and many more are in public
                        markets (approximately 1,500 companies)     ••   Accelerate Digital Transformation.
                        or privately held (more than 40,000).            The crisis has made companies realize
                                                                         that they need to digitize their core
                   The high growth rate, favorable economics,            operations and offer radically improved
                   and numerous prospective targets promote              customer experiences through a
                   the overall attractiveness of software                digital-first approach. Many have begun
                   companies.                                            to catch up by implementing next-
                                                                         generation digital sales and marketing
                                                                         solutions.
                   The Pandemic Has Accelerated
                   Trends Affecting the Industry                    ••   Use Data for Competitive Advantage.
                   The software industry has been among the              Companies are increasingly looking for
                   most resilient industries during the pan-             software solutions that will allow them
                   demic. As the threat posed by the novel               to leverage unstructured data and
                   coronavirus became clearer in February                democratize the use of data in their
                   2020, stock markets plummeted. By late                organization.
                   March, however, valuations began to im-
                   prove as investors took encouragement            ••   Focus on Flexibility and Agility. The
                   from further quantitative easing of mone-             increasing prevalence of remote work

Boston Consulting Group | Decoding the Competitive Software M&A Market                                            2
and the need for cost flexibility (to shift        that customers need more analytics and
                        spending from capital expenditures to              cybersecurity software solutions—ones
                        operating expenses) has required compa-            that incorporate technology such as
                        nies to deploy new software solutions.             artificial intelligence and machine
                                                                           learning.
                   The crisis has also accelerated trends in the
                   software industry:                                 ••   The Adoption of New Business
                                                                           Models. Software companies are
                   ••   Increased Implementation of Cloud                  increasingly adopting the as-a-service
                        2.0. Cloud providers are beginning to              approach and transaction-based busi-
                        implement the next generation of                   ness models to capture higher margins.
                        cloud computing, which features hybrid
                        and multicloud environments and               These trends will drive higher demand and
                        focuses on platforms, integration, and        affect the technological playing field. They
                        interoperability.                             will also create new competitive advantag-
                                                                      es and M&A opportunities in the coming
                   ••   Faster Innovation Cycles and the              months and years.
                        Growing Use of Automation. More
                        and more, new solutions and products          The findings of a recent BCG survey of en-
                        have substantially shorter life cycles,       terprise IT purchasers reinforce the view
                        which means software companies need           that the software industry’s resilience and
                        to constantly push for innovation. At         growth will continue in the coming years.
                        the same time, customers are increasing       (See the sidebar “IT Purchasers Expect
                        their use of automation, creating an          Spending to Rebound.”)
                        opportunity for software companies to
                        expand their offerings.                       As this overview makes clear, now is the
                                                                      time for companies to consider M&A as a
                   ••   Expanding Interest in Data Analytics          way to gain access to new software capabil-
                        and Cyber Protection Software.                ities and assets. The timing is also good for
                        Ever-increasing amounts of data mean          companies to divest businesses that are no

                        IT PURCHASERS EXPECT SPENDING TO REBOUND
                        BCG’s survey of 700 enterprise IT pur-        corporate security were cited by respon-
                        chasers found that companies expect           dents as the most critical software for
                        investments for fundamental IT capabili-      competitive advantage. Respondents
                        ties to fully bounce back to prepandemic      also expect more software applications
                        levels in 2021. Respondents in some           to transition to the cloud.
                        industries (industrial goods, travel, and
                        financial services) expect that spending      Across industries, spending on cloud-
                        on IT tools to support remote work and        based applications will be highest for
                        collaboration will remain a key strategic     communications, collaboration, content
                        priority even after the pandemic. How-        management, customer relationship
                        ever, respondents in other industries         management, and artificial intelligence
                        (retail and health care) and the public       and machine learning solutions. The
                        sector expect to revert to their prepan-      survey found that media and technology
                        demic focus on spending related to            companies plan to allocate the highest
                        analytics and the digital customer            share of their IT budgets (more than
                        experience.                                   40%) to cloud applications.

                        Applications for analytics, business
                        intelligence, cybersecurity, and overall

Boston Consulting Group | Decoding the Competitive Software M&A Market                                               3
longer part of their core strategy for digital                  soared to an all-time high despite the eco-
                               and that may create more value under new                        nomic headwinds.
                               ownership.
                                                                                               As we know, internet software deals drove
                                                                                               the high levels of software M&A during the
                               A Closer Look at the Software                                   dot-com bubble. In contrast, the recent
                               M&A Market                                                      surge has been strongly driven by acquisi-
                               Our analyses of M&A activity in this article                    tions of companies that sell enterprise soft-
                               focus on only part of the full universe of                      ware, including customer relationship man-
                               technology M&A—those deals involving tar-                       agement solutions, tools for digitizing core
                               gets that have software as their core offering.                 operations, and analytics applications.

                               In recent decades, software M&A activity—                       In terms of volume, software acquisitions
                               in terms of deal value (the cumulative val-                     in 2020 represented approximately 6% of
                               ue of reported transactions) and volume                         all M&A deals. This is about twice as high
                               (the number of deals)—has generally fol-                        as the percentage ten years ago, and it sup-
                               lowed broader market trends. Activity was                       ports the view that software assets are in-
                               high during the buildup to the 2000–2001                        creasingly important across all categories
                               dot-com bubble, before the 2008–2009 fi-                        of buyers.
                               nancial crisis, and during the bull market
                               that preceded the pandemic. Recent years                        The majority of software deals in 2020
                               have seen new highs for deal value and a                        (73%) were valued at less than $100 mil-
                               return to volume levels last seen during the                    lion. However, recent years’ deal values
                               dot-com bubble. (See Exhibit 1.)                                have been strongly driven by large deals in-
                                                                                               volving US and European targets. Notable
                               However, in 2020, the software M&A mar-                         recent US deals include:
                               ket seemed to decouple from the broader
                               M&A market, which slumped because of                            ••   Salesforce’s acquisitions of Slack
                               the pandemic. Software M&A deal value                                Technologies ($29.3 billion) and

 Exhibit 1 | The Strong Software M&A Market Is Fueled by Nontech Buyers and Financial Sponsors

    Deal value has risen to an all-time high in recent years,                              Nontechnology buyers’ and financial sponsors’
    driven by large deals                                                                  shares of deal value have increased (%)
  Deal value ($billions)1                                      Number of deals                          100                             100
  200                                                                     2,000
                                                                                                         18
                                                                                                                                        31
  150                                                                     1,500                          18

  100                                                                     1,000                                                         31

   50                                                                     500
                                                                                                         64

                                                                                                                                        38
    0                                                                     0
        1990   1995         2000    2005      2010      2015       2020

                                                                                                       2010                            2020
         1.2                 6.7               2.9                  6.2                                    Private equity or venture capital firms
                        Share of total M&A volume (%)                                                      Nontechnology companies
     Deal value ≥ $5 billion       Deal value < $5 billion       Number of deals                           Technology companies

   Sources: Refinitiv; BCG analysis.
   Note: The total of 33,237 M&A transactions (as of January 2021) comprises pending, partly completed, completed, unconditional, and
   withdrawn deals with a software company that were announced from 1990 through 2020 and that had no threshold for deal value. Self-tender
   offers, recapitalizations, exchange offers, repurchases, acquisitions of remaining interest, minority-stake purchases, privatizations, and spinoffs
   were excluded.
   1
    Deal value includes assumed liabilities.

Boston Consulting Group | Decoding the Competitive Software M&A Market                                                                                  4
Tableau Software ($17.4 billion),           automotive manager put it: “Tesla builds
                        announced in December 2020 and June         the car around a computer; we’re now trying
                        2019, respectively                          to get the computer into the car.”

                   ••   Hellman & Friedman’s acquisition of         Capital markets appear to perceive soft-
                        Ultimate Software—$11 billion, an-          ware deals as creating value, especially for
                        nounced in February 2019—which it           nontechnology buyers. Our analysis found
                        combined with Kronos                        that over the past two decades, publicly list-
                                                                    ed acquirers of software targets had posi-
                   ••   Visa’s acquisition of Plaid—$4.9 billion,   tive abnormal returns upon the announce-
                        announced in January 2020                   ment of a deal. The announcement return
                                                                    was even higher by 0.6 percentage points,
                   Large European deals include:                    on average, for nontechnology buyers, com-
                                                                    pared with the returns for technology buy-
                   ••   Insight Partners’ acquisition of Veeam      ers. Interestingly, technology buyers, on av-
                        Software—$5.0 billion, announced in         erage, pay a higher transaction multiple
                        January 2020                                than nontechnology or private equity buy-
                                                                    ers (20 times EBITDA, compared with 15
                   ••   EQT’s acquisition of SUSE—$2.5 billion,     times and 13 times, respectively). For non-
                        announced in July 2018                      technology buyers, the benefits of such ac-
                                                                    quisitions can extend beyond strengthening
                   ••   Schneider Electric’s voluntary public       their competitive positioning. If done right,
                        takeover of RIB Software—$1.3 billion,      these deals offer the potential to transform
                        announced in February 2020                  how investors perceive companies—and
                                                                    thereby increase the valuation multiple.
                   The robustness of the IPO market for soft-
                   ware companies on both sides of the Atlan-       The value-creation advantage for nontech-
                   tic also points to the strength and resil-       nology companies can also hold true for oc-
                   ience of software companies. For example,        casional buyers and serial acquirers. Inves-
                   in September 2019, TeamViewer was listed         tors apparently regard experience in
                   on the Frankfurt Stock Exchange with a           making software deals to be less important
                   valuation of $2.2 billion. And even after        than whether the buyer is from outside the
                   the onset of the pandemic, the market re-        technology industry.
                   mained active. Among the noteworthy
                   deals, Snowflake listed on the New York          Our discussions with nontechnology buy-
                   Stock Exchange for $3.4 billion in Septem-       ers suggest that their higher returns may
                   ber 2020. And SAP took public its subsidi-       be attributable to the fact that they careful-
                   ary Qualtrics in January 2021.                   ly consider these transformative, cross-
                                                                    industry acquisitions from a strategic per-
                   Which organizations are buying software          spective. As a result, they are generally bet-
                   companies? In many cases, the acquirers          ter prepared to capture value than they are
                   are not technology companies. From 2010          when consolidating with a company in
                   through 2020, the share of deal value at-        their industry to capture synergies. For
                   tributable to acquisitions by technology         technology buyers, in contrast, software
                   companies decreased from 64% to 38%.             deals do not materially affect share prices,
                   During this period, the share of deal value      on average, because they are business-
                   for private equity and venture capital firms,    as-usual transactions. They are commonly
                   as well as for nontechnology companies,          used to accelerate product development,
                   rose from 18% to 31%, respectively. Finan-       secure critical talent, or promote growth in
                   cial sponsors recognize the potential for        adjacent segments, markets, or customer
                   high returns. Nontechnology companies,           groups.
                   even in seemingly hardware-dominated in-
                   dustries such as automotive, see software        However, longer-term value creation has
                   as a future differentiator. Or as a German       been more challenging for nontechnology

Boston Consulting Group | Decoding the Competitive Software M&A Market                                              5
buyers. They have not outperformed tech-                     Strikingly, even after controlling for profit-
                              nology buyers in terms of relative total                     ability and growth, US companies have a
                              shareholder return one or two years after                    statistically significant premium for the val-
                              acquiring a software target.                                 uation multiple—approximately two times
                                                                                           revenues.
                              The challenges of longer-term value cre-
                              ation point to a clear imperative for non-                   One possible explanation for this finding
                              technology buyers: gain a strong under-                      could be the presence of broader and
                              standing of the value drivers for software                   more-liquid capital markets in the US. In-
                              M&A generally and for individual targets                     deed, the total market capitalization of
                              specifically.                                                software companies is 13 times larger in
                                                                                           the US, while the daily trading volume is
                                                                                           40 times higher.
                              What Drives Valuations for
                              Software M&A?                                                Another factor is that US companies have
                              To understand what drives the valuation of                   direct access to the larger US software mar-
                              software M&A transactions, we analyzed                       ket. This access promotes revenue growth
                              the valuation of a set of publicly traded                    and provides revenue potential, and there-
                              software companies. We found that valua-                     by value. The US is one of the biggest mar-
                              tion multiples (measured as enterprise val-                  kets for software products, largely due to
                              ue divided by projected revenues for the                     the high affinity for technology among US
                              next 12 months) strongly correlate with                      companies.
                              two factors: a positive growth outlook and
                              a US headquarters. (See Exhibit 2.) Con-                     Looking at software deals, we similarly
                              trary to standard valuation theory, profit-                  found higher valuations for US-based soft-
                              ability does not explain valuation levels.                   ware targets. For acquisitions involving

 Exhibit 2 | Growth and Location—Not Margins—Are the Main Drivers of Software Company
 Valuations

          Future growth drives the valuation of large                                   Location significantly affects the valuation of
          software companies                                                            software companies
  Valuation multiple1
                                                                                                                               Difference between
  50                                                                                                                           US-based companies
                                                                                                                                and non-US-based
                                                                                                           Multiple increase
                                           Cloudflare                                                                               companies
                                                                                                            resulting from
  40                                                                                                        1 p.p. increase
                                           Datadog
                                                                                                                                      2.13x5
  30
                                                                                                                0.25x4
                                                                  Zoom
                                                                                      Multiple increase
  20                                                                                   resulting from
                                                                                       1 p.p. increase

  10
              Microsoft
                                                                                           0.05x3
   0
        –50               0           50               100            150
                                                                                       EBITDA margin        Revenue growth2        US company
                                            Two-year forward revenue CAGR2
       EBITDA margin > 0%       EBITDA margin < 0%

   Sources: S&P Capital IQ; BCG analysis.
   Note: We analyzed a subset of companies with a market capitalization of more than $10 billion. The multivariate analysis included all
   companies with a market capitalization of more than $1 billion. p.p. = percentage point.
   1
    The calculation for valuation multiple is enterprise value divided by projected revenues for the next 12 months.
   2Estimated CAGR of revenues over the next two years.
   3Statistically significant at p < 0.1.
   4
    Statistically significant at p < 0.01.
   5
    Statistically significant at p < 0.05.

Boston Consulting Group | Decoding the Competitive Software M&A Market                                                                             6
these companies, the median transaction                                      down the total value creation for buyers into
                                          multiple (enterprise value divided by                                        three categories: top-line growth, margin ex-
                                          EBITDA) from 2015 through 2019 was 27,                                       pansion, and valuation multiple expansion.
                                          which is at least 10 points higher than it
                                          was for software deals involving non-US                                      We found that value creation was strongly
                                          targets or for deals in general. And, as with                                driven by top-line growth (accounting for
                                          trading multiples, profit margins were not                                   57% of the total valuation increase) and
                                          a significant factor in determining transac-                                 margin expansion (27%). However, for the
                                          tion multiples.                                                              most successful deals, the lion’s share of
                                                                                                                       value creation (74%) was attributable to in-
                                                                                                                       creasing the valuation multiple, even in the
                                          How Can Buyers Create Value                                                  face of a negative contribution from profits.
                                          from Software M&A?                                                           This finding highlights the path of financial
                                          In contrast to the valuations for targets in                                 sponsors, which seek to maximize their exit
                                          other industries, the valuations for soft-                                   proceeds. They make what is called an ini-
                                          ware targets are primarily a function of the                                 tial platform acquisition and then build
                                          outlook for growth. Moreover, when acquir-                                   upon that with subsequent acquisitions, de-
                                          ing a software company, the average trans-                                   veloping the investment story of the com-
                                          action multiple that buyers pay is higher                                    bined assets, rather than improving profits.
                                          than the average paid in other industries.
                                          In fact, it is often significantly above the                                 Strategic acquirers, specifically nontech-
                                          acquirer’s trading multiple. Given these                                     nology buyers, tend to follow a similar
                                          facts, it is imperative for buyers to under-                                 route. For them, increasing their overall
                                          stand the path to value creation followed                                    valuation multiple by adding and integrat-
                                          by successful acquirers.                                                     ing a software asset into their company is
                                                                                                                       a key value-creation approach.
                                          We analyzed European software deals over
                                          the past decade (using data from Cepres).                                    In our experience, the exact set of value le-
                                          Our analysis considered majority buyouts                                     vers, especially for nontech buyers, depends
                                          as well as growth deals (usually minority                                    on the organization’s maturity with regard
                                          investments) by financial sponsors. It broke                                 to software capabilities. (See Exhibit 3.)

 Exhibit 3 | A Buyer’s Value Levers Depend on the Maturity of the Company

                          Nascent                   Emerging                      Dynamic                   Established

                                                                                                       Legacy business transformation
                                                                                                       •   As-a-service transformation: Develop new as-a-service offerings
                                                                                                       •   Cost transformation: Raise efficiency of engineering and business functions
                                                                                                       •   Re-platforming: Move legacy software to a cloud platform
                                                                                                       •   Carve-outs and financial engineering: Realize value through divesting

                                                                            Penetration
 Company maturity

                                                                            •   Sales excellence and effectiveness: Improve account management, pricing, and deal terms
                                                                            •   Customer segment expansion: Enter new regions and new industry verticals
                                                                            •   Product “modularization”: Add modules and new, vertical-specific use cases
                                                                            •   Transactional monetization: Benefit from transactions and payments

                                              Consolidation and scale-up
                                              •   E2E platform for buy-and-build strategy: Prepare to consolidate the market
                                              •   Realizing synergies: Create value from cross-selling and reducing the cost base
                                              •   Scaling up: Aggressively grow the customer base
                                              •   Generalizing the offering: Evolve from specialist to generalist users
                                              •   Building a standard product architecture: Integrate data platforms and improve
                                                  service accuracy and resilience

                    Business model innovation
                    • Setting direction: Establish the vision, culture, and leadership
                    • Product development: Consider new use cases and “productization”

          Source: BCG analysis.
          Note: E2E = end to end.

Boston Consulting Group | Decoding the Competitive Software M&A Market                                                                                                                7
First-time buyers of software assets primar-     The Competitive Landscape and Advan-
                   ily create value through business model in-      tage. A buyer should assess four main
                   novation and, potentially, new products.         topics:
                   More mature companies are most likely fo-
                   cused on consolidating the market and            ••   Customers’ Key Purchasing Criteria.
                   scaling up their business by acquiring as-            Determine why customers buy the
                   sets along different steps of the value               target company’s solutions and how
                   chain. Buyers with the highest maturity de-           innovation and marketing can address
                   ploy the new software capabilities through-           different customer segments.
                   out the whole organization, thereby in-
                   creasing the penetration of new technology       ••   The Go-to-Market Strategy. Evaluate
                   in the company and transforming their leg-            the prospective acquisition’s distribu-
                   acy business.                                         tion channels, key customers, and
                                                                         partnerships, which are all crucial to its
                                                                         go-to-market strategy.
                   An Accurate Assessment
                   Requires Rigorous Due                            ••   The Product Portfolio and Innova-
                   Diligence                                             tion Pipeline. Ascertain each product’s
                   In order to accurately assess a target and            contribution to the company’s revenues
                   avoid overpaying, buyers of software com-             and its market penetration. Also assess
                   panies need to conduct a comprehensive                the robustness of the company’s
                   and rigorous due diligence process. In the            innovation pipeline, considering the
                   software industry, the process is distinctive         adaptability of the software architec-
                   in some respects, especially with regard to           ture, technology platform, and lan-
                   assessing the potential for technological             guage to future applications and the
                   disruption.                                           suitability of the software for cloud-
                                                                         based SaaS offerings.
                   A buyer should structure its software due
                   diligence along three dimensions.                     Additionally, look at whether the
                                                                         company implements best practices for
                   Market Growth, Trends, and Risks. A buyer             software development (such as DevOps
                   needs to understand:                                  and agile). In many cases, it is also
                                                                         helpful to understand the technical
                   ••   The Market. Investigate the sizes of the         debt (that is, the necessary develop-
                        total addressable market and the service-        ment work that has been delayed).
                        able addressable market; the growth
                        potential of each software application,     ••   Key Strengths and Weaknesses.
                        market segment, and region; and the              Evaluate the company’s competitive
                        underlying growth drivers.                       advantages relative to those of its
                                                                         peers, as well as its market positioning
                   ••   The Market’s Maturity. Evaluate the              and resilience against disruptions.
                        customers of a prospective acquisition,          Issues to consider include how fre-
                        their adoption levels of the target’s            quently the company has prevailed
                        products, and the cyclicality of demand.         over direct competitors in recent years
                        Determine how using various business             and the risk of competitors’ products
                        models, such as software as a service            substituting for or disrupting the
                        (SaaS) and on-premises software, could           company’s offerings. The assessment
                        affect the growth of the target company          should also consider the likelihood that
                        and its market penetration.                      open source software or free add-ons
                                                                         will render the company’s products
                   ••   Potential Technological Disruptions.             obsolete.
                        Identify the key trends and risks that
                        could disrupt the target company’s          Performance and Value Creation. A buyer
                        business.                                   needs to understand the target’s opportuni-

Boston Consulting Group | Decoding the Competitive Software M&A Market                                               8
ties and challenges and the current man-           ••   Company Culture and Ways of
                   agement’s ability to address them:                      Working. Evaluate the target’s ap-
                                                                           proaches to innovation and work.
                   ••   Value Creation Levers. Identify                    Following the merger, strategic buyers
                        opportunities to expand the customer               need to focus on integrating the
                        base, access new regions, upsell and               software company’s culture and ways of
                        cross-sell, expand into adjacent value             working into the existing organization.
                        chain segments, improve pricing, or                This post-merger integration can be
                        transition to SaaS. Financial sponsors             highly beneficial for the buyer’s existing
                        will want to determine if the company              organization and help to foster future
                        can take advantage of these opportuni-             innovation.
                        ties within their holding period, given
                        that they seek to take the software asset     ••   Management Buy-In to the Value
                        to a higher level of performance.                  Creation Plan. Determine the feasibili-
                        Technology companies should pay                    ty of the current business plan and the
                        attention to the potential for revenue             ability to engage the current manage-
                        synergies, in particular.                          ment in pursuing changes if it stays on.
                                                                           In assessing the organization’s ability
                        BCG’s synergy database shows that                  and willingness to change, the buyer
                        revenue synergies are a major factor in            should consider the risk of losing key
                        value creation for half of the transac-            talent (such as the founder) and
                        tions involving technology and software            whether the target has developed or is
                        companies, compared with one-quarter               actively developing the skills it needs
                        of the deals across all industries. A              for the future.
                        recent BCG survey of software compa-
                        nies found that it takes, on average, two
                        years after closing a deal for synergies
                        to materialize. Given that they are
                        critical to value creation, it is important
                                                                      H     igh prices for software targets are
                                                                            an economic consequence of the high
                                                                      demand for software assets and capabili-
                        to pursue synergies even before finaliz-      ties. To ensure that an acquisition price ac-
                        ing an acquisition. Practical approaches      curately reflects the value of the assets and
                        such as using a clean team can prepare        capabilities, buyers need to first under-
                        a buyer to accelerate go-to-market            stand which companies they are competing
                        planning and take advantage of                against and the underlying drivers of valu-
                        cross-selling opportunities.                  ations. They can then dive deeper into the
                                                                      sources of value for specific industry seg-
                   ••   Challenges to Value Creation. Assess          ments and, ultimately, specific targets. Buy-
                        the threats arising from switching and        ers that succeed in acquiring the right soft-
                        churn, new competitors, complexity,           ware assets and capabilities at the right
                        and technology. The challenges also           price will position themselves to reap sig-
                        include capability gaps within the            nificant benefits in the digital future.
                        organization and a current manage-
                        ment team that could impede efforts to
                        take the company to the next level.

Boston Consulting Group | Decoding the Competitive Software M&A Market                                                 9
About the Authors
                   Jens Kengelbach is a managing director and senior partner in the Munich office of Boston Consulting
                   Group. He leads the firm’s global work in M&A. You may contact him by email at kengelbach.jens
                   @bcg.com.

                   Daniel Friedman is a managing director and senior partner in the firm’s Los Angeles office. He leads
                   BCG’s M&A and post-merger integration work in North America. You may contact him by email at
                   friedman.daniel@bcg.com.

                   Florian Schmieg is a managing director and partner in BCG’s Munich office. He is an expert in value cre-
                   ation and growth strategy for software and technology companies. You may contact him by email at
                   schmieg.florian@bcg.com.

                   Maximilian Bader is an associate director in the firm’s Munich office. He is a core member of BCG’s
                   Transaction Center. You may contact him by email at bader.maximilian@bcg.com.

                   Daniel Kim is a lead knowledge analyst in BCG’s Munich office. He is a core member of the firm’s Trans-
                   action Center. You may contact him by email at kim.daniel@bcg.com.

                   Samina Lademo is a senior associate in the firm’s Boston office. She is a core member of BCG’s Tech-
                   nology, Media & Telecommunications practice, focusing on software and the cloud. You may contact her by
                   email at lademo.samina@bcg.com.

                   Boston Consulting Group partners with leaders in business and society to tackle their most important
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                   © Boston Consulting Group 2021. All rights reserved. 3/21

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Boston Consulting Group | Decoding the Competitive Software M&A Market                                                        10
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