TECHNOLOGY M&A REVIEW - January 2019 - ICON Corporate Finance

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TECHNOLOGY M&A REVIEW - January 2019 - ICON Corporate Finance
TECHNOLOGY
M&A REVIEW
January 2019
TECHNOLOGY M&A REVIEW - January 2019 - ICON Corporate Finance
contents

                                                                    4     Key statistics

                                                                    5     Highlights

                                                                    6     Macro Overview

                                                                    8     US Technology M&A

                                                                    10    —    Largest US deals

                                                                    12    —    US Tech IPOs

                                                                    14    UK Technology M&A

                                                                    16    —    Semi conductors

                                                                    16    —    FinTech

                                                                    17    —    Cyber Security

                                                                    18    —    AI and Machine Learning

                                                                    19    —    Public Sector

                                                                    20    —    HR

                                                                    20    —    Property

                                                                    21    —    Cloud Software

                                                                    22    —    E-Commerce

                                                                    23    —    Communications

                                                                    24    —    IT Managed Services

                                                                    26    —    Digital Media

                                                                    27    —    Health

                                                                    28    —    UK Risers and Fallers

                                                                    30    —    UK Tech IPOs

                                                                    32    Outlook

ICON Corporate Finance, 2019 Creating wealth from technology                                             3
key statistics                                                                                                                                                                                                                                              HIGHLIGHTS
                                                                                               18
                                                                                             20
                                                                                          31
                                                                                    ec
                                                                                                                                                                                                                                                                               Global equity markets have had a great

                                                                             d
                                                                                8
                                                                                                                                                                                                                                                                               run, without really pausing for breath,

                                                                              72
                                                                           /6,
                                                                                                                                                                                                                                                                               and so a return to more ‘normal’ levels
                                                                                                              ftse                                       ftse techmark                                                 UK percentage

                                                                    7 7,688
                                                                                                                                                                                                                                                                               of volatility in the past few months is

                                                                                                                                                                                                                  8
                                                                                                                                                                                                                      of cross-border
                                                                                               6,728                                                       3,309

                                                                                                                                                                                                        dec 31 201
                                       5 de
                                           c 31 2018                                                                                                                                                                                                                           no great surprise. The US economy
                         63                                                                                                                                                                                                deals
                       6,                                                                                                                                                                                                                                                      has powered ahead in 2018 with full
                                                               1 201
                     3/

                                                                                                                                                                                                                                 38%
                                                                                                                                                                                                                                                                               employment, high corporate earnings
            0

                                                             c3                                               –12%                                               –7%
          ,9

                                                                                                                                                                                                                                                                               growth fed by tax cuts. But the Fed have
             6

                                                                                                                                                   18

                                                                                                                                                                                                    38%
                                                           de
         017

                                                                                                                                                 20
                                        nasdaq                                                                                                                                                                                                                                 continued to increase interest rates and

                                                                                                                                                    31
 dec 31 2

                                                                                                                                                                                                  %/
                                                                                                                                                                                                                                         –3%
                                                                                                                                                                                  de
                                                                                                                                                                                                                                                                               China growth is slowing, so the outlook
                                                                                                                                                                              c
                                                                                                                                                                            de      c

                                                                                                                                                                                                 9
                              6,635
                                                                                                                                                        31

                                                                                                                                                                                                3
                                                                                                                                                                         09
                                                                                                                                                                                                                                                                               is for US growth to slow. It is a similar
                                                                                                                                                           201
                                                                                                                                                              7 3,550/3,3

                                                                                                                                                                                                                7
                                                                                                                                                                                                                               1
                                                                                                                                                                                                                             20
                                                                                                                                                                                                                      dec
                                                                                                                                                                                                                          31                                                   story in EU where quantitative easing
                                                                                  227 dec 31 2018

                                                                                                                                                                                                                                                                               has just finished, which will withdraw a
                                          –4%                                                                 nyse fang+
                                                                                                                                                                                                                                                                               much needed stimulus.

                                                                                                              2,227                                         de
                                                                                                                                                              c3
                                                                                                                                                                1 2017 8/17 de
                                                                                                                                                                              c3
                                                                                                                                                                                1
                                                                                                                                                                                        2
                                                                                                                                                                                               dec
                                                                                                                                                                                                   31 2017 5,0
                                                                                                                                                                                                              71
                                                                                                                                                                                                                                                                               The number of global technology M&A
                                                                                                                                                                                                                                                                               deals fell 13%, although comparison
                                                                                                                                                                                                                                        /4
                                                                                                                          0%

                                                                                                                                                                                        01
                                                                               /2,

                                                                                                                                                                                                                                          ,4                                   is with a strong 2017. However, the

                                                                                                                                                                                          8
                                                                                                                                                                                                                                            8
                                                                             26

                                                                                                                                                                uK tech                                                                                                        market remains healthy and some

                                                                                                                                                                                                                                            7
                                                                            2

                                                                                                                                                                                                 global

                                                                                                                                                                                                                                                de
                                                                          2,

                                                                                                                                                                 ipos                                                                                                          valuations are spectacular, particularly

                                                                                                                                                                                                                                                  c3
                                                                                                         17
                                                                                                       20
                                                      18
                                                  1 20                                                                                                                                          tech M&A                                                                       in Cloud Software. The number of

                                                                                                                                                                                                                                                    1 20
                                                                                                    31
                                                c3

                                                                                                                                                                  17
                                                                                                dec
                                              de                                                                                                                                               deals (No.)                                                                     deals in the UK fell by only 4%, which

                                                                                                                                                                                                                                                        18
                                          6
                               .2

                                                                                                                                                                                                                                                                               was impressive given all the Brexit
                                                                                                                                                                                               4,487
                             /1

                                                                                                                                                                +113%                                                                                                          uncertainty. One of the main drivers
                           35

                                                 usD/GBP
                      dec 31 2017 1.

                                                                                                                                                                                                                                                                               remains the weaker currency which
                                              exchange rate                                                                              unicorns                                                   –12%                                                                       attracts a number of overseas acquirers
                                                                                                                      dec 31 2018

                                                  1.26
                                                                                                                                                                                                                                                          1    2018            who still account for nearly 40% of all
                                                                                                                                                                                                                                                      ec 3

                                                     –7%
                                                                                                                                           261                                                                                             1,
                                                                                                                                                                                                                                             46
                                                                                                                                                                                                                                               8d                              deals. In fact 9 out of our last 10 exits
                                                                                                                                                                                                                                                                               were to an overseas acquirer.

                                                                                                                                                                                                                                   /
                                                                                                                                                                                                                                 32
                                                                                                                  261

                                                                                                                                            +25%                                                                                                        Eu

                                                                                                                                                                                                                              1,6
                                                                                                                                                                                                                                                                               The Year of The Pig is surrounded
                                                                                                                9/

                                                                                                                                                                                                                                                     tech M&A

                                                                                                                                                                                                                          dec 31 2017
                                                                                                               0

                                                                                                                                                                                                                                                                               by uncertainty, both political and
                                                                                                              2

                                                                                                                                                                                                                                                     deals (No.)
                                                                                                                              7

                                                                                                                                             1
                                                                                                                                           20                                                                                                                                  economic, particularly without the

                                                                                                                                                                                                                                                   1,468
                                                                                                                                        31
                                                                                                                                    dec
                                                                                                                                                                                                                                                                               safety blanket of quantitative easing.
                                                                                                                                                                                                                                                                               However, there still seems to be plenty
                                                                                                                                                                                                                                                                               of confidence about. Valuations remain
                                                                                                                                                                                                                                                             –11%              high with Microsoft, Google, Cisco,
                       18
                     20                                                                                                                                                                                                                                                        OpenText, Workday, RELX, SAP,
                                                                                                                     Price to                                  1 201
                                                                                                                                                                    7 2.8/2
                                                                                                                                                                           .7 d
                31

                                                                                                                                                             c3                ec                                                                                              Adobe, IBM, Temenos, Docusign,
                                                                                                                      EBIT (x)                             de                                                     UK
        ec

                                                                                                                                                                                  31
                                                                                                dec 31 2018

                                                                                                                                                                                                                                                                               Salesforce and PayPal all having paid
            d

                                                                                                                   12mth average                                                                               tech M&A
3,860/3,809

                          bitcoin (usd)
                                                                                                                                                                                        20

                                                                                                                                                                                                                                                                               more than 10x revenues for their most
                                                                                                                                                            Price to
                                                                                                                                                                                          18

                                                                                                                                                                                                              deals (No.)
                                                                                                                             23.2
                                                                                                                                                                                                                                                                               recent acquisitions. In Technology

                                                                                                                                                                                                                                                               dec 31 2017
                              3,809                                                                                                                        Revenue (x)
                                                                                                                                                                                                                      400
                                                                                                                                                                                                                                                                               M&A, although the number of deals is
                                                                                            3.2

                                                                                                                                                          12mth average                                                                                                        down, the total value was up 22% last
                                                                                          /2

                                                                                                                                     +5%
       1

                                         –73%
                                                                                                                                                                2.7
                                                                                                                                                                                                                                                                               year and some of the valuations are
                                                                                        22
    17

                                                                                                                                                                                                                        –4%

                                                                                                                                                                                                                                                                           4
  20

                                                                                                                                                                                                                                                                               snorters, pardon the pun. I doubt 2019
                                                                                                       17

                                                                                                                                                                                                                                                             17
                31

                                                                                                              20

                                                                                                                                                                                                                                                               /4
                                                                                                                       31                                                                                                                              00
                                                                                                                                                                                                                                                                               will be boaring.
                 c

                                                                                                                   dec
                                                                                                                                                                  –3%
                     de                                                                                                                                                                                                             de
                                                                                                                                                                                                                                      c3
                                                                                                                                                                                                                                        1 20
                                                                                                                                                                                                                                            18

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                                                                                                                                           5
macro overview
       global tech M&A deals (no.)

                                                                                                                                                                                                                                                                                                            The bears will say, we have increased

                                                                                       5,208

                                                                                                 5,071
                                                                                                                                                                                                                                                                                                            political risk with worries about US trade
                                                                                                                                                                                                                                                                                                            wars, never ending Brexit negotiations, rising

                                                                              4,708
                                                                                                                                                                                                                                                                                                            interest rates, China trade, populist politics

                                                                    4,579
                                                                                                                          global tech M&A deals (Value)

                                                                                                                                                                                                                                                             ‘‘
                                                                                                          4,427
                                                                                                                                                                                                                                                                                                            and the end of quantitative easing.
                                                  4,328

                                                                                                                                                                                                                                                                                        ‘‘
                                         4,248

                                                                                                                                                                                                                                                                  Number of deals is down

                                                                                                                                                                                                                444,000
                                                                                                                                                                                                                                                                  but valuation is up
            3,916

                                                           3,900

                                                                                                                                                                                                                                                                                                            The bulls will say interest rates still remain
                                                                                                                                                                                                                                                                                                            pretty low, economic growth is OK and
                               3,617

                                                                                                                                                                                                                                                                                                            is pretty good in USA, there is very low

                                                                                                                                                                                                                            336,875

                                                                                                                                                                                                                                                   329,000
                                                                                                                                                                                                                                                                                                            unemployment everywhere, inflation is low
                      3,106

                                                                                                                                                                                                                                                                                                            and corporate profits are growing at a good

                                                                                                                                                                                                   271,843

                                                                                                                                                                                                                                        269,000
                                                                                                                                                                                                                                                                                                            clip, particularly in the USA. Also, in the US
                                                                                                                                                                                                                                                                                                            a significant corporate tax cut has boosted

                                                                                                                                                                                       211,748
                                                                                                                                                                                                                                                                                                            earnings and overseas cash repatriation.

                                                                                                                                                   165,000

                                                                                                                                                               152,500
           2008               2010               2012              2014               2016               2018

                                                                                                                            126,000

                                                                                                                                                                           127,000
                                                                                                                                                                                                                                                                                                                      2018 was a bad year for almost all

                                                                                                                                        117,000
                                                                                                                                                                                                                                                                                                                      asset classes as bonds, equities,
                                                                                                                                                                                                                                                             Technology M&A valuations                                property and commodities all fell.
                                                                                                                                                                                                                                                                                                                      Brexit is a sideshow, the main fear
                                                                                                                           2008                   2010                   2012                    2014                     2016                    2018       26                                              3.5      is a global slowdown in economic
                                                                                                                                                                                                                                                                                                                      growth caused by China, the end
 uk tech M&A deals (no.)                                                                                                                                                                                                                                     24                                                       of quantitative easing and rising
                                                                                                                                                                                                                                                                                                             3.0      US interest rates. The UK economy
                                                                                                                                                                                                                                                             22                                                       has slowed due to uncertainty over
                                                                             565

                                                                                                                                                                                                                                                                                                                      Brexit but is actually muddling
                                                                                                                                                                                                                                                             20                                                       along alright (so far) and the
                                                          479

                                                                                                                  eu tech M&A deals (no.)                                                                                                                                                                    2.5      weak currency has stimulated
                                                                                                                                                                                                                                                                           Price/EBIT
                                                                   428

                                                                                      417

                                                                                                                                                                                                                                                                              (LHS)                                   foreign investors who continue to
                                                                                                400

                                                                                                                                                                                                                                                             18
                                                 393
                                        373

                                                                                                                                                                                                                                                                                                                      pour money into UK to acquire
                                                                                                                                                                                                                          1,632
     353

                                                                                                                                                                                                              1,596

                                                                                                                                                                                                                                                                                                             2.0      everything from skyscrapers in
                                                                                                                                                                                                                                                             16
                                                                                                                                                                                                                                      1,468

                                                                                                                                                                                                                                                                                                                      London to football teams and well-
                                                                                                                                                                                                 1,414
                              281

                                                                                                                                                                                     1,371

                                                                                                                                                                                                                                                                                                                      run tech companies.
                     229

                                                                                                                                                                                                                                                             14
                                                                                                                                                                         1,221

                                                                                                                                                                                                                                                                                        Price/revenue
                                                                                                                                                             1,161
           187

                                                                                                                                                                                                                                                                                                             1.5
                                                                                                                                                                                                                                                                                            (RHS)                     Looking ahead, the return to more
                                                                                                                                                                                                                                                             12
                                                                                                                                                  958

                                                                                                                                                                                                                                                                                                                      “normal” monetary conditions
                                                                                                                    925

                                                                                                                                       828

                                                                                                                                                                                                                                                                                                                      in 2019 will likely coincide with
                                                                                                                           715

                                                                                                                                                                                                                                                             10                                               1.0     slower economic growth globally.
                                                                                                                                                                                                                                                                  2008   2010    2012    2014     2016   2018
    2008            2010               2012               2014              2016               2018                                                                                                                                                                                                                   The result is that equity market
                                                                                                                                                                                                                                                                                                                      conditions are returning to more
                                                                                                                                                                                                                                                                                                                      normal conditions – i.e. they
                                                                                                                                                                                                                                                                                                            may go down as well as up. Having risen
                                                                                                                                                                                                                                                                                                            for nearly 10 years, the outlook is likely to
                                                                                                                   2008               2010               2012                        2014                    2016                 2018                                                                      be choppier for a while. However, few are
                                                                                                                                                                                                                                                                                                            forecasting a recession and interest rates
                                                                                                                                                                                                                                                                                                            remain pretty low everywhere. So, in a
                                                                                                                                                                                                                                                                                                            world where growth is slowing a notch then
                                                                                                                                                                                                                                                                                                            the higher growth Technology sector will
                                                                                                                                                                                                                                                                                                            continue to remain relatively attractive.

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                                                                                                                                                                                 7
Largest tech write-offs

                                                                                                                                                                                                                                                                                  Us technology M&A
  Verizon acquire AOL and Yahoo

                                  Microsoft acquisition of Nokia

                                                                   HP acquisition of Autonomy

                                                                                                Google acquisition of Motorola

                                                                                                                                 Microsoft acquired aQuantive

                                                                                                                                                                Time Warner acquired AOL
                                                                                                                                                                                           In 10 years’ time when we look back at              recently, on hybrid cloud infrastructure which    5 of them, so knows them well. Valuation
                                                                                                                                                                                           All Time Top 10 List of Odd Deals then              would seem to be the key attraction for           was 3.6x revenues. The products are
                                                                                                                                                                                           probably the AOL/Time Warner deal will still        IBM. In a statement, IBM CEO Gini Rometty         Appscan (vulnerabilities in mission-critical
                                                                                                                                                                                           rank as Number 1. Hard on its heels will            framed the deal as one that will make IBM         applications); BigFix (endpoint security
                                                                                                                                                                                           be the acquisition by Broadcom, the highly          the leader in hybrid cloud solutions, and         software); Unica (marketing automation);
                                                                                                                                                                                           acquisitive semi-conductor manufacturer,            remain firmly committed to open source. She       IBM WebSphere Commerce (e-commerce
                                                                                                                                                                                           of CA Technologies, the mainframe                   says Big Blue is set up to lead a market that’s   platform); IBM WebSphere Portal (web portal
  2015

                                  2014

                                                                   2011

                                                                                                2011

                                                                                                                                 2007

                                                                                                                                                                2000

                                                                                                                                                                                           infrastructure software supplier. Broadcom          worth more than $1tn. The deal strategically      development); Domino (collaboration); and
                                                                                                                                                                                           paid $19bn or 4.5x revenues for the slow            pits IBM against Amazon Web Services              Connections (email and file and document
                                                                                                                                                                                           growth main-frame business in a deal that           and Microsoft Azure, which use proprietary        sharing). Looks like some housekeeping, but
  $4.3bn Loss

                                                                                                                                                                                           looks at face value to have a questionable          platforms in their public cloud operations.       it is a bold call buying companies at 11x
                                                                                                                                                                                           strategic fit. Broadcom, which is run by Hock                                                         revenues and selling at 3.6x.
                                                                                                                                                                                           Tan out of Singapore, had a $160bn bid for          A couple of months after the Red Hat
                                                                                                                                                                                           Qualcomm rebuffed in 2018 by Mr Trump               deal was announced HCL Technologies
                                                                                                                                                                                           and this looks like a rather odd replacement.       paid $1.8bn to IBM to acquire 7 software
                                                                                                                                                                                                                                               products in the marketing automation,
                                                                                                                                 $6.2bn Loss

                                                                                                                                                                                           Not all deals are successful and some lead          commerce and security areas that IBM
                                                                                                                                                                                           to significant destruction of shareholder           says tend to be sold on a standalone basis.
                                                                                                                                                                                           value. In the list of the largest ever write offs   HCL already has partnerships with IBM in
                                                                                                                                                                                           from Technology M&A deals (see table to
                                                                                                                                                                                           left) it doesn’t take a team of analysts to see
                                  $7.6bn Loss

                                                                                                                                                                                                                                                                                                                      $m
                                                                                                                                                                                           that when a company makes an acquisition
                                                                                                $8bn Loss

                                                                                                                                                                                                                                               Largest tech M&A deals                                               67,000
                                                                                                                                                                                           outside its core business the alarm bells                                                                 Target
                                                                                                                                                                                           should start ringing.
                                                                                                                                                                                                                                                                  Purchaser
                                                                                                                                                                                                                                                                                                      EMC
                                                                   $9bn Loss

                                                                                                                                                                                                                                                Date
                                                                                                                                                                                           Verizon’s acquisitions of AOL and Yahoo at
                                                                                                                                                                                           a combined cost of $8.9bn a few years ago           oct 15                Dell
                                                                                                                                                                                                                                                                                                                    37,000
                                                                                                                                                                                           looked somewhat ambitious and off-piste.
                                                                                                                                                                                           Rebranded Oath, it looked at the time like                                                              Broadcom
                                                                                                                                                                                           Verizon had acquired yesterday’s brands. It         MAY 15                Avago
                                                                                                                                                                                           didn’t end well, as Verizon have just written
                                                                                                                                                                                           off $4.6bn of the value of Oath and dumped                                                                               34,000
                                                                                                                                                                                           the name. It is however in good company, as                                                              Red Hat
                                                                                                                                                                                                                                               OCT 18                IBM
                                                                                                                                                                                           the table above shows.

                                                                                                                                                                                           IBM acquired Linux provider Red Hat for                                                                                  32,300
                                                                                                                                                                                           $34bn in one of the largest ever deals. At          JUL 16              Softbank                           ARM
                                                                                                                                                                                           11x revenues it is another very expensive
                                                                                                                                                                                           acquisition. Red Hat is growing at 20% pa
                                                                                                                                                                                           and has a leading market position but that          JUN 16              Microsoft
                                                                                                                                                                                                                                                                                                    LinkedIn        26,200
                                                                                                                                                                                           seems to be more than reflected in the price.
                                                                                                                                                                                           Red Hat was founded in 1993 and has built
                                                                                                                                                                                           a multi-national firm based on providing
                                                                                                                                                                                                                                               FEB 14              Facebook
                                                                                                                                                                                           enterprise services around open source
                                                                                                                                                                                           software and is best known for its Linux                                                                Whatsapp         19,000
                                                                                                                                                                $45bn Loss

                                                                                                                                                                                           server operating system. It has collaborated
                                                                                                                                                                                           with IBM for the past 20 years, including           JUL 18             Broadcom
                                                                                                                                                                                           developing Linux for the enterprise and more
                                                                                                                                                                                                                                                                                                       CA
                                                                                                                                                                                                                                                                                                                    18,400
ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                                                                                                                                                               9
LARGEST US TECH M&A TARGETS IN 2018

                     VALUATION (EV / T/o)   Purchaser   Target   EV $m

                 11.6                                                                                                                            34,000
                                                                                                                                                          intelligent business process services. At just
              15.1                                                                                                 21,700                                 under 2x revenues the valuation is pretty full
                                                                                                                                                          for a services business.
                               4.3                                                                        18,400
                                                                                                                                                          Microsoft has acquired open source
                                                                                                                                                          development platform GitHub for $7.5bn
                                 3.2                                                             9,700
                                                                                                         SAP, the German enterprise software giant,       which was valued at a third of that just 3
                                                                                                         acquired Qualtrics and at $8bn cash this is      years ago. The interesting thing is that they
                                 2.8                                                       8,500         no tuck-in acquisition (just behind $8.3bn       paid for it in Microsoft shares. The acquisition
                                                                                                         paid for Concur in 2014). At 20x current         is Microsoft’s largest since the purchase
       20.0                                                                               8,000          year revenues it is on the face of it a very     two years ago of LinkedIn for $26.2bn.
                                                                                                         expensive looking deal. Part of the reason       Microsoft has become the top contributor
25.0                                                                                     7,500           is Qualtrics’ was nearing a planned IPO,         to GitHub which hosts some 85 million code
                                                                                                         so a premium would be expected but the           repositories and is used by over 28 million
                                 2.8                                                 6,600               $8bn compares with $2.5bn valuation              developers. Its users include Apple, Amazon
                                                                                                         in 2017 (when it raised its last round of        and Google. When you have $140bn in the
                                                                                                         funding) and the IPO valuation of $4bn.          bank it is a little puzzling why you would
   21.9                                                                              6,500
                                                                                                         To get value from that sort of purchase          pay for the deal in shares though. Part of
                                                                                                         price SAP is going to have to extract a          the answer may be in the fact that Microsoft
                                 2.4                                              5,400                  lot of synergies. Earlier in 2018 SAP            shares have risen by 40% in the past year.
                                                                                                         also acquired CallidusCloud for $2.4bn           The other part may be the valuation which
              14.8                                                               4,750                   or nearly 7x revenues. Callidus provides         was an astonishing 25x revenues.
                                                                                                         configure/price/quote (CPQ) and sales
                                4.0                                         3,700                        performance management tools delivered                                                       ‘‘
                                                                                                                                                          ‘‘
                                                                                                         as a cloud service. The products are aimed
                                                                                                         at managing company sales teams, from                 Microsoft paid 25x revenues!
                                  1.8                                      3,400
                                                                                                         initial lead, through to payment. SAP, which
                                                                                                         has traditionally handled the back-office of
                         8.4                                             2,600                           some the biggest companies in the world          Before embarking on an exit process it is
                                                                                                         is moving further into the front-office with     often best to check you have support of
                          6.9                                            2,400                           this deal. “The addition of CallidusCloud        key shareholders. That’s trickier if you
                                                                                                         aligns perfectly to SAP’s innovation strategy    are public. Ask Xerox shareholders whose
   21.3                              0.5                                 2,350                           to transform the front office” said SAP CEO      directors had agreed terms with Fuji on a
                                                                                                         Bill McDermott. The CallidusCloud products       $6.1bn exit only for the deal to be ultimately
                                      0.8
                                                                                                         will work in tandem with other front office      rejected by Xerox shareholders at the 11th
                                                                         2,300
                                                                                                         tools SAP has acquired in recent years like      hour. Cue a lot of unhappy shareholders/
                                                                                                         Hybris, (eCommerce) and Gigya (identity          directors from both buyer and seller.
                                                                     2,000                               management). Callidus has itself been quite      Shareholder approval is a key part of any
                                                                                                         acquisitive, acquiring 14 companies dating       deal and is best cleared beforehand.
                                      1.1                            2,000                               back to 2010, including 4 in 2017.
                                                                                                                                                          If you were wondering whether you are
                           6.3                                       1,900                               Global aerospace/defence firm General            likely to get a higher value from a trade
                                                                                                         Dynamics acquired CSRA for $9.6bn.               buyer rather than a financial buyer or an
                                3.6                                  1,800
                                                                                                         CSRA is a leading government IT business,        IPO, then the iZettle case may help. It may
                                                                                                         providing digital and IT solutions to federal    also help explain why there has been such
                                                                                                         customers. Its solutions include: cyber;         a prolonged dearth of IPO’s of quality large
                 11.2                                                1,680
                                                                                                         data and analytics; digital platforms; digital   technology companies. iZettle is a Swedish
                                                                                                         services; enterprise business services and       payments (portable credit card readers for
              15.0                                                  1,550

                                                                                                                                                                                                         11
Number of new unicorns

                                                                                                                                                             70

                                                                                                                                                             60

                                                                                                                                                             50

retailers) start-up and was about to become                    Marketo for $4.75bn which is a staggering                                                            the equity markets in one of the biggest
                                                                                                                                                             40
a big $1bn IPO but instead have sold to                        valuation of nearly 15x revenues. Vista                                                              (and most complicated) tech listings ever.
PayPal for $2.2bn, double that amount                          Equity were not complaining as they made a                                                           The big winner would seem to be Michael
                                                                                                                                                             30
paying 13x revenues. It follows in a long list                 profit of nearly $3bn on their investment in                                                         Dell, whose stake has apparently risen 8x to
of Scandinavian companies that have sold                       just 2 years. Great marketing.                                                                       be worth £30bn.
                                                                                                                                                             20
out such as Skype, Mojang and Spotify and
surely answers part of the question as to                      Workday which focuses on HR apps has                                                                 One of the main reasons that IPO volumes
                                                                                                                                                             10
why there has been a dearth of IPOs. PayPal,                   acquired Adaptive Insights for $1.5bn in                                                             remain so low is that alternatives are more
having closed their iZettle deal in May, are                   another high valuation deal. It equates to                                                           attractive, be it trade sales or PE backed
                                                                                                                                                             0
certainly not resting on their laurels. In June                10x revenues for the business planning and           2012       2014        2016       2018          buyouts. There remains a wall of private
alone they have acquired Jetlore (predictive                   financial modelling cloud software. Adaptive                                                         equity cash that the industry has raised
start up AI for retail), Hyperwallet for $400m                 Insights filed for an IPO in 2017 and so is                                                          from investors that is still looking for a
(funds disbursement) and Simility $120m                        yet another example of higher price from a       impressive list of mega cap companies such          home; it is estimated to be over $1trn. With
(fraud prevention).                                            trade sale. Adaptive had revenues of $100m       as Airbnb, Uber, Lyft, Slack and Palantir.          firepower like that the IPO will continue to
                                                               but was losing $40m, the key to valuation                                                            face stiff competition.
                                                               is the growth which at 30% is obviously a        Spotify listed on the NYSE conducting a

‘‘   iZettle sold for 2x     ‘‘                                decent clip.                                     direct listing, meaning no banks underwrote                                                            ‘‘
                                                                                                                                                                    ‘‘
                                                                                                                the offering and no price was set ahead of
     IPO valuation                                                                                              the debut. The NYSE set a reference price                 Unicorns are up 25%
                                                               US IPO market                                    of $132, it rose rapidly but has fallen below
                                                                                                                $110. It has a value now of $20bn, or 4x
Salesforce has acquired Mulesoft for $6.5bn                    The recent mega listing of Dell in US is a       revenue multiple, although that should              The other side effect this wave of cash has
and plans to use MuleSoft’s technology to                      re-financing and restructuring of a complex      fall rapidly as expected revenue growth             brought is the funding of Unicorns (private
power a new Salesforce Integration Cloud,                      and highly leveraged businesses. The             materialises. A solid, if not crazy, tech           technology companies that are valued
which will help customers connect multiple                     reality is that the number of Technology         valuation, likely softened by the fact that their   at more than $1bn). There are now 261
sources of data. MuleSoft’s existing software                  IPOs in the US continues to be on the floor.     gross margin is only 20% as they pay a big          Unicorns, that is a near 25% increase in
allows businesses to bring information in                      Having said that, the quality of companies       slice of their revenues to record companies.        the number of these businesses in 2018.
from other cloud services, as well as on-                      listing in 2018 has been pretty decent,                                                              New entrants in 2018 include just two UK
premises infrastructure. MuleSoft only went                    it’s just the volume is very low. In 2017,                                                           companies – Atom Bank and Revolut – both

                                                                                                                ‘‘
public in 2017 so had a very short public life.                Alteryx, Carvana, Cloudera, MuleSoft,                                                                FinTech. In 2017 there were 7 UK entrants
At 22x revenues the price is stratospheric
and is the largest deal done by Salesforce.
                                                               Netshoes, Okta, SailPoint, Snap and
                                                               Switch listed but the performances were
                                                                                                                                          ‘‘
                                                                                                                     The No. of US tech IPOs                        including Improbable, HUT Group, Acorn
                                                                                                                                                                    Payments and Deliveroo.
                                                                                                                     have collapsed
                                                               fairly mixed, particularly Snap which has
Adobe acquired Magneto Commerce for                            lost its crackle and is below its IPO price.
$1.7bn in another staggering valuation                         2018 new listings include: Dell (hardware                                                            US technology ipos (No.)
paying 11x revenues. The purchase gives                        and software), Spotify (music streaming),        Dell was privatised in 2013 and as a result
                                                                                                                                                                                                      74
Adobe a missing e-commerce platform piece                      Docusign (document signature), DropBox           acquired a huge debt pile of over $60bn
that works in B2B and B2C contexts and                         (file sharing), Pluralsight (web development     setting it apart somewhat from its cash
                                                                                                                                                                                          64
should fit nicely in the company’s Experience                  training) and ZScaler (cyber security).          laden peers. Then the $67bn acquisition                                         60
Cloud. This isn’t the first time the company                   Eventbrite (ticketing), SolarWinds (cyber),      in 2015 by Dell of EMC, was the largest                                                    54
has been acquired. Magento was founded                         Sonos (speakers), Anaplan (Fintech),             IT M&A deal ever. To rebalance its books
in 2008 and purchased by eBay in 2011 for                      SurveyMonkey (online surveys) all listed but     in 2016 Dell sold its services division to
$180m. The company went private again in                       the performances have also been mixed, but       NTT for $3bn. It also sold its software                             38
2015 with help from Permira Funds, which                       perhaps that is no surprise given the slump      division (Quest and SonicWALL) to private
                                                                                                                                                                                                                  31
sources say paid around $200m. They                            in Technology shares in 2H2018. Public           equity for $2bn. Now Dell has completed a
                                                                                                                                                                                                                              25
have just made a fantastic return on that                      appetite for large, high growth, highly valued   complicated restructuring buying back the
                                                                                                                                                                              21
investment. Adobe also acquired marketing                      tech companies will be tested in US in 2019,     part of VMWare that was publicly listed (at
                                                                                                                                                                                                                        14
automation specialist (and similar sounding)                   as those considering listing include an          15x revenues) and relisting itself back on               13
                                                                                                                                                                                                                                    10

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                          2008         2010        2012        2014        2016        2018 13
LARGEST UK TECH M&A TARGETS IN 2018

                                                                                                                                                                                    UK technology M&A
                     VALUATION (EV / T/o)    Purchaser                         Target           EV £m

                     8.0                                                                                                                                                                                               2,535
                                                                                 suse

                     9.0                                                                                                                                                                             2,200

                                 3.0                                                                                                                                                1,750

                             4.4                                                                                                                                     1,500

              11.5                                                                                                                                          1,300

                                                                                                                                                                                                    Overall, 2018 has been another strong
                             4.8                                                                                                            1,000                                                   year for UK Technology M&A activity.
                                                                                                                                                                                                    As the table shows, the domestic fears
       15.4                                       west street                                                                 538
                                                 infrastructure partners                                                                                                                            over Brexit have not deterred overseas
                                                                                                                                                                                                    acquirers who remain key, accounting
                                 3.0                                                                                        475                                                                     for nearly 40% of all deals last year.
                                                                                                                                                                                                    The cheaper currency and a very
                                                                                                                                    tech m&a deals with UK target
                                   2.2                                                                                380                                                                           attractive pool of technology talent
                                                                                                                                                                                     160            are key drivers.
                                   2.1                                                                               350                                                             140
                                                                                  T&M

                       7.1                                                                                      275                                                                  120

                                                                                                                                                                                     100
                             4.2                                                                                270

                                                                                                                                                                                     80
                                 3.2                                                                           249
                                                                                                                                                                                     60
                                                                                                                                                                                            Cross border tech M&A UK deals
                           5.7                                                                                 226
                                             and others
                                                                                                                                                                                     40
                                                                                                                                                                                                                                         45%
                           5.3                                                                             198                                                                       20

18.4                         0.5                                                                          175                                                                        0
                                                                                                                                     2013     2014   2015     2016   2017    2018                                                        40%

              11.4                                                                                       160
                                                                            supplier assess.

                                       0.4                                                               154                                                                                                                             35%

               10.0
                             4.3

                                                                                                    97
                                                                                                         142
                                                                                                                                      ‘‘      UK deals fell 4%
                                                                                                                                              but overseas buyers
                                                                                                                                              remain strong
                                                                                                                                                                     ‘‘                                                                  30%

                                                                                                                                                                                                                                         0%
                              3.8                                                                   105                                                                                      2013   2014     2015   2016   2017   2018

                                       0.1                                                          98

                              3.8                                                                   88
                                                                           Business solutions

                                                                                                                                                                                                                                               15
SEMI CONDUCTORS                                                products it sells to customers who get credit      under PE ownership with Paysafe acquiring         funding (including £1m crowdfunding round
                                                               checks, said it’s on track to make £39m            US based iPayment in June 2018.                   on Crowdcube in 2015) the deal was hardly
Last year Apple decided not to use                             in revenue in 2018. Experian are paying a                                                            a piece of cake.
Imagination Technologies chips in their                        whopping 7x prospective sales in acquiring         VISA acquired Fraedom, a SaaS technology
iPhones anymore, a move which ended                            Clearscore, Experian will be hoping to             company providing payments and                    In 2017 we saw Aviva invest heavily in
Imagination’s independence quite quickly.                      expand its services while also diversifying its    transaction management solutions for              Wealthify. Now Invesco have bought wealth
Now Apple is paying $300m to ‘acqui-                           customer base into South Africa. It is the first   financial institutions and their corporate        management platform Intelliflo. It offers
hire’ 300 Dialog engineers plus another                        sizeable acquisition by Experian in a while.       customers. It is not a Scottish company,          a comprehensive front-to-back office
$300m in prepayments for Dialog’s power                                                                           as it may sound, but was previously part          technology platform for financial advisers

                                                               ‘‘
management chips over the next 3 years.                                                                           of travel group Hogg Robinson. Fraedom            and their support teams. The business
Apple accounted for a massive 75% of                                The power of              ‘‘                  has been a VISA partner for nearly ten            currently supports 19,000 investment
Dialog revenues, which is far too high,                             competitive tension                           years, and its technology underlies VISA          professionals who manage in excess of
leaving it exposed to Apple’s whims, this                                                                         IntelliLink Spend Management, a core              £300bn of assets so the software platform
will reduce that reliance over time. $1m per                                                                      platform for VISA’s commercial and small-         is the backbone of the UK wealth sector,
head is a very chunky recruitment fee for                      First Derivatives has paid $54m for                business clients. “Increasingly, businesses       supporting financial advisers across the “full
the engineers. It is more than other acqui-                    remaining shares in Kx Systems having              are replacing inefficient paper-based             advice journey”. Growing at nearly 20% a
hires i.e. Google acquisition of 2,000 HTC                     acquired a stake in 2014. Kx has developed         payment systems with digital tools,” said         year and with 90% recurrent revenues one
engineers, which worked out at $500,000                        a high performance, in-memory database,            Vicky Bindra, global head of products and         can see the attraction.
each. Dialog will use the proceeds to develop                  paying a further US$53.8m on terms agreed          solutions, VISA.
its products in automotive and IoT and may                     back when the earlier deal was done. Kx’s                                                            Elsewhere Lombard Risk Management,
have preserved its independence                                ability to analyse huge volumes of data is         VISA also acquired listed Earthport in            the listed insurance software provider
a bit longer.                                                  to be deployed to monitor solar activity to        December 2018 for £198m, or 5.3x                  was acquired by Vermeg for £52m or 2x
                                                               predict space weather. The company will            revenues. Earthport provides cross-border         revenues. Vermeg is a Dutch HQ’d FinTech
                                                               also apply artificial intelligence and machine     payment services to banks and businesses.         with European presence but revenues of
FINTECH                                                        learning techniques to support the new             Through Earthport APIs, clients can               just €54m, so this is a big move for them.
                                                               NASA Transiting Exoplanet Survey Satellite.        seamlessly manage payments to almost any          We also noted StatPro picked up the
Temenos approached UK listed Fidessa                                                                              bank account in the world, reducing costs         performance analytics part of UBS, and
and made a £1.4bn offer which was agreed                       Italian Gruppo Banca Sella bought mobile           and complexity to meet their customers’           Verisk continues its cross Atlantic shopping
and was just about to be tied up when up                       banking app Vipera for $34m. Vipera was            evolving expectations of price, speed             spree acquiring Business Insight (risk
popped both SS&C and ION Trading. SS&C                         founded in 2015 and went public in 2010.           and transparency. The deal comes after a          modelling) amongst others.
had a look and declined to bid, but ION                        They have now grown to 125 employees and           difficult year for Earthport in which it lost a
made an offer that was £100m greater and                       an impressive 3 million registered users. In       major a customer, saw reduced transaction
won the deal for the asset management                          2017, Vipera acquired SoftTelecom for $1.5m.       volumes and underwent a management                CYBER SECURITY
software provider. Another classic example                                                                        shakeup. That partly explains why Visa
of why you should not accept an offer when                     There has certainly been a major frenzy of         offered 250% higher price than the quoted         Helsinki listed F-Secure acquired MWR
someone knocks on your door to buy your                        activity in the UK payments space in the           share price as it is only 50% higher than at      InfoSecurity, a cyber security company
company – unless it is a knock out valuation                   past few years and 2018 was no different.          similar time last year.                           operating globally but with its HQ in sunny
of course. It’s the power of competitive                       Activity was kick-started in 2017 by Vantiv’s                                                        Basingstoke. “MWR InfoSecurity’s threat
tension. At 4.2x revenues it was a pretty                      acquisition of UK’s Worldpay for £7.7bn,                                      ‘‘                     hunting platform (Countercept) is one of

                                                                                                                  ‘‘
good price too.                                                1.7x revenues. WorldPay then acquired                                                                the most advanced in the market and is
                                                               SIX Payments for €3bn in 2018 in another                Payments frenzy                              an excellent complement to our existing
Experian acquired Clearscore in £275m                          big deal.                                                                                            technologies,” said F-Secure CEO Samu
deal. Experian, the world’s biggest credit                                                                                                                          Konttinen. With close to 400 employees,
data company, has bought London-based                          Also in 2017 Blackstone acquired Paysafe           Cake Technologies, the UK FinTech that            MWR InfoSecurity is among the largest
FinTech company Clearscore, which was only                     in a $3bn cash deal (2.9x revenues). Paysafe       helps you pay your restaurant or bar bill,        cyber security service providers serving
launched in July 2015 and now offers over                      had previously acquired Skrill for $1.2bn in       has been acquired by American Express             enterprises globally. Countercept provides
6 million UK customers free credit checks.                     2015 taking them into the Premier League           for £10m. It’s tempting, but corny, to say        extensive proactive attack detection and
The company, which generates income from                       of digital payments. However, life goes on         that will do nicely but having raised £7m in      its suite of managed phishing protection

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                                      17
services. MWR had revenues of £28m and                         Network Solutions based in London with a        35,000 websites. Nick Luff, the company’s      the NHS. When added to the disposals
only breaks even and so the price of £105m                     SoC in Camberley.                               Chief Financial Officer, said AI was a “key    already undertaken it will raise more than
including £25m earn out was a thumping                                                                         theme of how we are building our profits       £400m for Capita, well ahead of the target
3.8x revenues and looks a very full price.                     GB Group is another one to watch. They          and developing our business”. ThreatMetrix,    of £300m. Proceeds are likely to be used to
                                                               have not announced any UK deals in 2018,        which launched in 2005, collects               reduce Capita’s debt.
Shearwater Group, the AIM listed cyber                         but the identity data intelligence software     information like device type, location and
security provider, is heading in the right                     provider was pretty busy in 2017 acquiring      user behaviour to make sure the person                                                    ‘‘
                                                                                                                                                              ‘‘
direction and building a really interesting                    Worcester based SaaS software provider          logging in to things like banking services
group. Acquisitions have been key – 2017                       PCA Predict (aka Postcode Anywhere) for         is definitely who they say they are, which
                                                                                                                                                                   Capita – clearing the decks
deals were SecurEnvoy (6x revenues) and                        £63m (4.5x revenues or 14x EBIT) and            eliminates the need for complicated login.
Newable Consulting (since rebranded as                         before that IDscan Biometrics for £37m

                                                                                                               ‘‘
Xcina Consulting). In 2018 it acquired cloud                   cash plus £8m earn out (4.9x revenues                              ‘‘                          Advanced was a very acquisitive animal
access security broker GeoLang (£1.7m),                        or 12x EBIT). They did however expand in             RELX – largest acquisition                under Vin Murria. After a pause for several
cyber security solutions supplier Crystal                      Australia during 2018 acquiring Vix Verify,          in a decade                               years it appears that in-fill acquisitions
IT and Brookcourt (£30m, of which 76%                          an ID verification and location software                                                       are very much back on the agenda with
is in cash and 24% in shares) funded by                        business for £38m, which is a reasonable                                                       acquisitions of Information Balance in March
a placing. The Brookcourt deal was on a                        looking 1.8x revenues and looks a good fit.     Netwrix Corporation, a US provider data        2018 and Hudman Solutions in 2017. At the
reasonable 1.3x revenues and 7x EBIT.                                                                          security and risk mitigation in hybrid         end of June they also announced acquisition
Shearwater are one to watch but the shares,                                                                    environments, acquired Concept Searching       of Docman a healthcare workflow/
which doubled in early 2018, have halved                       AI AND MACHINE LEARNING                         for circa £8m, a global leader in semantic     document management. More than 5,400
since the summer.                                                                                              metadata generation, auto-classification and   GP practices and 115 NHS Trusts currently
                                                               Oracle acquired Cambridge UK-based              taxonomy management software. Another          use Docman’s document management and

‘‘
                                                               Grapeshot, whose Contextual Intelligence        cross Atlantic deal.                           workflow solutions. Advanced also made the
     Consolidation in          ‘‘                              platform keeps brands safe by ensuring ads                                                     £16m acquisition of Science Warehouse, a
     cyber services                                            are not placed against damaging content.                                                       SaaS-based e-procurement platform, which
                                                               Grapeshot examines keywords to gauge            PUBLIC SECTOR                                  accelerates Advanced’s cloud strategy.
                                                               context and avoid inappropriate placement.                                                     As CEO Gordon Wilson said: “the Cloud
There has been quite a consolidation in cyber                  Grapeshot has previously received funding       Capita sold Supplier Assessment Services,      is increasingly seen as the fuel for digital
services as there is a severe shortage of                      of c.$23m from IQ Capital Partners, Draper      including Constructionline, to funds           transformation projects, which is why
skilled staff. Having acquired Sec-1 in 2017,                  Esprit and Albion. Growth is reported as over   affiliated with Warburg Pincus for £160m       accelerating our Cloud capabilities is at the
Claranet acquired NotSoSecure, a company                       100% annually.                                  in cash which will be used to reduce           heart of our business vision.” Established
providing global pen-testing services                                                                          indebtedness. Given its underlying revenue     in 2000, and a spinout from the University
and “ethical hacking” training courses to                      RELX, the British publishing group turned       and operating profit were £14m and £6m         of Leeds, Science Warehouse is a provider
customers in the US, UK and Europe. It                         analytics company, has paid £580m for           respectively in the year to 31 December        of spend management and eMarketplace
is headquartered in Cambridgeshire, and                        ThreatMetrix, a fraud detection tool. RELX      2017 it seems to have got a really good        systems to commercial, government, higher
has teams in San Francisco and India.                          is investing heavily to move away from its      price at 11x revenues. New CEO, Joe            education, NHS and housing customers.
Similarly, Intertek acquired pen-tester NTA                    print publishing of magazines like New          Lewis, is making headway in clearing out       Its cloud-based SaaS technology drives
Monitor (who have offices in Kent and off-                     Scientist along with academic journals          “non-core” businesses having sold Affinity     efficiencies through the procurement process
shore operations in Malaysia). Six Degrees                     and data for medics, lawyers and other          Workplace to Endless and Asset Services        for both buyers and suppliers.
added CNS Convergent a 50 strong team                          professionals. Print now accounts for just      Group to Australian financial services firm
of pen testers. Managed service provider                       10% of its revenues – down from 50% a           Link for some £888m in 2017. Capita also       Civica changed PE owners in a huge £1bn
Six Degrees Group has purchased CNS                            decade ago. This is its largest acquisition     sold ParkingEye, their car parking solutions   deal in 2017 valuing it at nearly 4x revenues.
Group, a specialist in managed security                        in that time. ThreatMetrix’s Digital Identity   division to a consortium for £226m. The        It hasn’t halted acquisitions, far from it, Civica
services, penetration testing, consultancy                     Network is one of the largest repositories      valuation represents a healthy profit on the   has acquired 7 companies in 2018!!! The
and compliance assessments adding 50 staff                     of online digital identities, encompassing      £58m that Capita paid for the business five    latest is e-recruitment software specialist Trac
and revenue of over £7m. It also brings a                      1.4 billion unique online identities from 4.5   years ago and equates to over 5x revenues      Systems, which provides cloud software and
dedicated Security Operations Centre (SoC).                    billion devices in 185 countries. It analyses   and 15x EBIT. ParkingEye manages car           related services to the NHS and the wider
CNS Started back in 1999 as Convergent                         over 100 million transactions per day across    parks for retail, hospitality, education and   public sector for the complete recruitment

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                                  19
process, from advertising vacancies and                        HR                                               marketplaces, has snapped up UK based           hosting and managed services. Approximately
managing applications to on-boarding and                                                                        commercial property portal Realla, which        200 people strong, Symphony has one of
induction. Others include cashless catering                    Allocate Software has acquired Leicester         has 90,000 listings. Realla was only founded    the largest independent global teams of
and EPOS provider Nationwide Retail                            based provider 247 Time for an undisclosed       in 2016 and has become the Rightmove of         Intelligent Automation experts. Symphony
Systems (NRS) to expand its payment                            fee. Formed in 2011, 247 Time supplies           Commercial property in UK. CoStar Group         holds partnerships with leading RPA software
systems business. Barnsley-based NRS is an                     SaaS-based contingent workforce solutions.       founder and chief executive, Andrew Florance,   vendors, including Automation Anywhere,
established provider of integrated payment                     Vista owns Allocate and is another example       said: “It’s not The Shard we’re talking about   Blue Prism, NICE, Thoughtonomy and UiPath,
solutions, particularly in the education                       of PE supporting acquisition programs and        selling – its typically a high street retail    and has grown roughly four-fold since fiscal
sector where it provides cashless catering                     is perhaps not a big surprise as they grew       property in Ipswich”. Glamorous.                year 2016. The cost was £52m which equates
systems to more than 2,000 local authority,                    revenues 20% last year.                                                                          to 2x revenues, pretty good for a services
school and college customers. NRS looks                                                                         Marlowe who provide regulated inspection,       business and a good exit for Livingbridge.
a nice tuck in for Civica having made profit                   Tech recruiter Harvey Nash Group has been        testing and compliance services for
margins of over 35% on its £7m revenues,                       acquired for just under £100m by DBAY            commercial properties, acquired William         ICG have joined Hg Capital in taking a stake
and brings new technologies such as identity                   who already controlled 26% of Harvey Nash        Martin Compliance for £30m right at the         in IRIS Software Group, the acquisitive
management. Civica also acquired ERS Group                     shares. DBAY took a significant stake in         end of the year. Formed in 2004, William        Berkshire-based accountancy and payroll
(Electoral Reform Service) who had revenues                    Harvey Nash in 2017. Valuation of the deal       Martin is a leading technology-enabled UK       solutions provider, valuing it at £1.3bn,
approaching £40m last year. ERS was formed                     was just 10% of revenues but 9x EBIT. The        provider of property-related compliance in      and became one of UK’s largest ever
in 1988 when it spun out of The Electoral                      130p valuation looks good relative to its        areas such as health and safety, fire safety,   private equity led software buyouts. IRIS
Reform Society, providing end-to-end ballot,                   share price but not so pretty compared with      water safety, asbestos management. It is        has 80% recurrent revenues and grew 15%
election and voting services and has managed                   its £8 peak in the dotcom boom. DBAY are         paying 4.5x revenues or 15x EBITDA. It is       in 2017. The valuation was a whopping
more than 50 million registrations.                            UK value investors who “invest in companies      predominantly a cash deal with a small          11x revenues. At the same time IRIS has
                                                               overlooked or deeply misunderstood by the        amount of shares and an earn out.               bought Taxfiler, the cloud tax and accounts
NEC Corporation acquired Northgate Public                      market and in many instances out of favour                                                       provider for small accountancy practices.
Services division for £475m from Cinven.                       with investors, often taking a contrarian        Bentley Systems is a regular shopper            Founded in 2012, Taxfiler offers a monthly
The strategic tie up is not that obvious at                    view.” They quote Benjamin Graham “The           in UK market. Having acquired Dutch             subscription service for agents and
first glance. Established in 1969, Northgate                   intelligent investor is a realist who sells to   Geo-technical modelling company Plaxis          accountants to submit statutory accounts
sells mainly to local police forces, tax                       optimists and buys from pessimists”.             earlier in the year, they acquired Legion, a    and tax returns and follows two other
collection offices, social security offices and                                                                 pedestrian simulation software provider. It     recent deals – payroll systems provider Star
housing authorities. The link is that NEC has                  Morneau Shepell, the US HR consulting            simulates and analyzes the foot traffic on      Computers Ltd, and education software
an international safety business capitalizing                  business, acquired London based LifeWorks        infrastructure assets that include rail and     specialists Contact Group.
on biometrics technologies, including face                     which is an employee well-being business         metro stations, stadiums, shopping malls

                                                                                                                                                                ‘‘
recognition and fingerprint recognition                        which combines employee assistance,              and airports. So operators can accurately
technologies that have been evaluated as                       wellness, recognition and incentive              test designs and operational or commercial           FreeAgent – “the    ‘‘
the world’s most accurate, and provides                        programs. LifeWorks’ solution features an        plans to enhance footfall, wayfinding, crowd         whole enchilada”
identification systems to more than 30% of                     evolved employee assistance program, HR          management and safety. Clients include
state police forces in the United States. It                   communications and community, perks              Gatwick airport, although it’s a pity it
is a tenuous reason to make an acquisition,                    and savings, rewards and recognition,            doesn’t simulate drone traffic.                 One of the strangest deals in a while was
but you can see some logic. Following that                     and a wellness program. “Its best-in-class                                                       the acquisition of FreeAgent by RBS. Yes,
deal Northgate acquired i2N, which supplies                    user experience and support services help                                                        the bank. The UK-based provider of SaaS
specialist software to the UK’s Ministry of                    improve employee health and productivity”.       CLOUD SOFTWARE                                  accounting software solutions for micro-
Justice’s HM Prison and Probation Service                                                                                                                       businesses IPO’d in late 2016. It has been
and the Youth Justice Board. Following the                                                                      Nasdaq listed Sykes Enterprises, acquired       purchased at 5x revenue, or £53m, by RBS.
deal, over 50% of police officers in England                   PROPERTY SOFTWARE                                Symphony Ventures Limited, the leading          FreeAgent has many value-added features,
will be using Northgate technology. In                                                                          best-of-breed provider of Robotic Process       including good dashboarding, templated
early 2019 Northgate have made a further                       US-headquartered CoStar Group (which             Automation (RPA) services. Founded in 2014      forms and systems to support tax reporting.
acquisition of APD Communications which                        owns LoopNet.com and Apartments.                 and headquartered in London, Symphony           After a 4Q 2017 rollout, over 10,000
has mission critical control room software                     com) a global provider of commercial real        is a premier provider to blue chip clients,     RBS customers are “signed up to use the
for police forces, airports etc.                               estate information, analytics and online         offering RPA consulting, implementation,        FreeAgent solution”. RBS plans to operate

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                              21
FreeAgent as an “independent member of                         (EDP) which, as the name suggests provides      million packages sent annually by leading         likes of Moneysavingexpert. Choosing
the RBS Group”, offering the solution across                   ERP solutions to the merchanting and            e-commerce retailers. Its client list is          home communications, broadband and
its customer base. FreeAgent’s strapline is                    wholesale distribution industry. The £11.8m     impressive including ASOS, M&S, John              mobile phone deals is “complex and
“For managing your business it’s the whole                     offer is a 33% bump on the share price ahead    Lewis, Argos and Halfords.                        confusing” according to Mark Lewis,
enchilada”. That’s a wrap.                                     of the offer and brings to a close its listed                                                     CEO of Moneysupermarket.
                                                               status which goes back over 30 years and has    Silver Lake agreed to buy property platform
Hg Capital have sold Allocate Software                         been somewhat less than exciting, struggling    ZPG (Zoopla/USwitch) for almost £2.2bn.           The online travel sector has had a really
to Vista Equity in another private equity                      to break £5m revenues. Since Accel-KKR’s        Its shares jumped 30% on the news and             good shake out in the past few years.
pass the parcel. Interestingly, since its                      investment in 2015, Kerridge has made 8         delighted shareholder DMGT who had                Skyscanner was acquired by Ctrip and
investment at the end of 2014 Hg has been                      acquisitions, late in 2018 they also added      14x return on their investment. ZPG               Priceline acquired Momondo in the past
pretty busy. It would seem they supported                      Insphire (heavy plant software) and Current     owns and operates a number of online              few years. This year Travel Counsellors and
the management through hiring new key                          RMS (AV and events software). Clearly           property portals, and acquired financial          Love Holidays have been acquired by private
personnel, completed a refinancing in 2016                     showing how private equity owned businesses     services website Money.co.uk for £80m             equity. Valuations are high but not reaching
returning 30% of the original investment,                      embrace in-fill acquisition programmes.         (3.3x revenues) and property data provider        the high watermark of 11x revenues set by
completed two acquisitions, entered four                                                                       Hometrack for £120m (7.5x revenues).              the Chinese acquisition of Skyscanner. The

                                                               ‘‘
new markets and launched two major new                                             ‘‘                          It also made an offer for GoCompare for           high street travel agent would seem to have
products. The acquisitions were firstly to                          DMGT make 14x return                       £420m but this was rejected, having only          gone the way of the dodo.
enter the French market and secondly, a                             on ZPG sale                                recently demerged from Esure.
small IP acquisition. The company won
new customers on the core platform in                                                                          Online estate agent Emoov has merged with         COMMUNICATIONS
Germany, Denmark and Spain, in addition                        Ideagen have completed another successful       rival Tepilo in a deal that also includes the
to the acquisition in France. The new                          year buying three businesses (two in the        web-based lettings agency Urban.co.uk             Gamma Communications acquired Dutch
product launches include a new platform                        US). In the UK, they acquired Morgan Kai        and makes the combined group the                  telecoms group DX Groep, or Dean One, for
for scheduling community healthcare                            for £20.5m or nearly 4x revenues. Morgan        UK’s second-largest digital estate agent.         a total of €27m (about half up front and
professionals and Cloudstaff, a platform                       Kai is a Leeds based audit management           The acquisition of Urban.co.uk marks a            half in an earn out). “It is an ideal way for us
that enables trusts to share nurse banks,                      software provider but has nearly 80% of         significant expansion into online lettings for    to expand into a new geography” said Chief
reducing agency spend. It has impressive                       its customers overseas. David Hornsby,          Emoov, at a time when the property sales          Executive Andrew Taylor. Indeed. This is its
financial results with 17% revenue growth                      Executive Chairman of Ideagen, said:            market in many parts of the UK is suffering       first major acquisition in 6 years, but the
and 22% EBITDA growth in 2017.                                 “Morgan Kai is an extremely valuable            as wage inflation is low and valuations high.     focus on organic growth has not held back
                                                               addition to the Group and is in line with       The combined value of the three companies         Gamma’s shares which have increased 4 fold
Mandata the Northumberland-based                               our strategy of acquiring GRC business          was £89m, and the newly enlarged business         since its IPO in 2014.
supplier of software for the transport and                     that have strong IP and growing recurring       has secured £15m from existing and new
logistics industry was sold by Synova to LDC                   revenues”. This is their 13th acquisition and   shareholders. Included in that is an airtime-     Listed broadband provider CityFibre has
in another PE shuffle. It has not been an                      unlikely to be their last.                      for-equity investment from Channel 4’s            been acquired by Antin Infrastructure
overnight success having started way back                                                                      commercial growth fund, which will see            Partners and Goldman Sachs managed
in 1974. Mandata was acquired by LDC for                                                                       the broadcaster work on the company’s             West Street Global Infrastructure Partners
£20m or 3.5x revenues. That gave Synova a                      E-COMMERCE                                      advertising campaign, and a cash investment       (WSIP). They have paid £537.8m cash
return of 8x money invested. Nice.                                                                             from Northern & Shell, the UK media group         for CityFibre, whose revenues doubled to
                                                               MetaPack has been acquired by Stamps.com,       and Tepilo’s largest shareholder. Online          £35m with Adjusted EBITDA of just £4.5m.
Escher has been acquired by Hanover Private                    the leading provider of postage online and      agents accounted for just 7% of the market,       CityFibre had been quite acquisitive itself
Equity for £35m. It represents just under                      shipping software solutions, for £175m.         clearly the expectation is that this will rise.   buying assets from KCOM Group, Redcentric
3x revenues for the software supplier to the                   Stamps.com offers postage online and                                                              and Entanet as it aims to build a network
postal sector. It is an exit for Liam Church the               shipping software products in the US SME        Moneysupermarket is to acquire home               to compete with BT in certain markets.
founder who has just been through a 2 year                     market whereas MetaPack’s platform is           communications and mobile phone                   CityFibre think that this can best be done
restructuring to kickstart growth.                             focused on the retail enterprise space          comparison business Decision Technologies         in private, rather than in public market.
                                                               in Europe, so a good fit. London based          for £40m, which operates brands including         The 90% uplift from the share price before
In July 2018 Kerridge Commercial Systems                       MetaPack is an e-commerce software              broadbandchoices.co.uk as well as                 the approach may have helped persuade
acquired listed Electronic Data Processing                     platform responsible for more than 600          supplying white label technology for the          any doubters.

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                                  23
Remote meetings company LoopUp Group                           Upland Software acquired Rant & Rave,         Managed Services Provider, IT Lab (which          business outsourcing, and will be combined
acquired conference services provider                          a leading provider of cloud-based customer    is backed by ECI Partners), has acquired          with M2 – SCC’s existing specialist Managed
MeetingZone from GMT Communications                            engagement solutions. Rant & Rave’s           Microsoft partner, Content and Code. The          Print business. Hobs On-Site provides
Partners for £61.4m. The company also                          voice of customer (VoC) and voice of          newly combined entity has revenue of almost       specialist services in document digitisation,
announced a chunky £50m share                                  employee (VoE) applications enable            £60m and 550 staff in London, Manchester          document process re-engineering, print
placement to fund the deal. MeetingZone                        users to capture, analyse and act on          and Cape Town. Content and Code, founded          room, mail room etc.
is a UK-based AV conferencing specialist                       real-time customer and employee feedback      in 2001, is a Microsoft specialist and
with a worldwide customer base of                              across multiple channels including Short      claims to be the UK’s largest SharePoint          Claranet, which has pursued an active
around 6,000 companies. LoopUp are                             Message Service (SMS), mobile, email,         consultancy. Revenue in FY17 was £12m,            acquisitive strategy growing to revenues
UK listed, after their recent £40m IPO                         web and social media. The purchase            with an operating margin of 15%. Tim Wallis,      of over £200m (a third of which is in
in 2016. They have paid 2.7x revenues                          price paid for Rant & Rave was $58.5m         founder of Content and Code, has become           the UK), has announced the acquisition
or only 12.2x EBIT – a pretty reasonable                       in cash at closing, and a $6.5m cash          Chief Digital Officer at IT Lab. IT Lab’s Peter   of Surrey-based Union Solutions who
price to add considerable scale to their                       holdback payable in 12 months (subject        Sweetbaum remains CEO.                            have turnover of £10m and 30 employees.
business. The shares had a tough                               to indemnification claims). Upland                                                              Union Solutions will help Claranet build
second half.                                                   expects the acquisition to generate           Document management and office services           on its cloud-based capabilities. In
                                                               annual revenue of approximately $21.0m,       provider Restore has acquired TNT’s               particular, its Azure capabilities and
                                              ‘‘               so is paying 3x revenues which are almost     records management business, for £88m.            back-up, disaster recovery and security

‘‘
                                                               entirely recurrent. Upland reckons it will    It primarily provides records management          of data are key focus areas.
      LoopUp calling the tune                                  generate “at least $9.5m in Adjusted          services but also has a presence in
                                                               EBITDA annually once fully integrated” so     scanning. The business employed more than         “The worst set of results I have ever had
                                                               is paying about 7x that amount.               250 staff, and in particular will strengthen      to provide commentary for” said CEO Ian
TalkTalk had agreed to sell its business                                                                     Restore’s public sector exposure. Restore         Smith of IT managed services provider
broadband to Daisy for £175m, but Daisy                                                                      funded the deal with a £51.5m placing with        IDE Group. To stem the bleeding IDE sold
pulled out having failed to agree final terms                  IT MANAGED SERVICES                           institutional investors and has developed         365 ITMS which it acquired in 2017 in
after DD. Key lesson here is that a deal is                                                                  into a sizeable business with a market cap        a £5.4m cash and share deal. The MBO
never done until it is done.                                   HP acquired Apogee – a Maidstone              of £400m. Much of this has come through           team are paying £3m cash to IDE, financed
                                                               based office equipment dealer (OED) and       acquisitions like Cintas, Wincanton and           by a 3-year loan from related shareholder,
GTT Communications, has been on an                             Europe’s largest independent provider of      PHS building a powerful market position in        MXC Capital (also run by Ian Smith) for a
aggressive acquisition spree buying UK                         print, outsourced services and document       document management.                              12% coupon. Let’s hope things improve
based Interoute (formerly Easynet) for                         and process technology for £380m. The                                                           for Ian in 2019. IDE shares fell over 90%

                                                                                                             ‘‘
$2.3bn in 2018. Interoute is Europe’s                          attraction would seem to be the move to                          ‘‘                             in 2018. IDE has an interesting history
largest privately held cloud services                          Managed Print Services and other value-            Upland is ranting                            stretching back to 2005, when ‘casual
platform. The deal equates to 3x revenue for                   added solutions to add to product revenues.        and raving                                   dating service’ Easydate was admitted to
the fibre optic carrier. It follows on                         Apogee themselves acquired Balreed Digitec                                                      AIM and rebranded as Cupid. The dating
from 2017 deals – Giglinx, Hibernia                            in 2015 and have built an impressive                                                            activities were sold in 2013 (realising
Networks, Perseus and Transbeam all                            business with over 24 offices.                RedstoneConnect sold its managed services         some £38.6m) and Cupid was renamed
helping to swell GTT’s revenues and                                                                          and system integration divisions for £21.6m       Castle Street Investments and then bought
profits. However, since the deal was                           Computacenter has acquired San Francisco      to focus solely on its software development       Selection Services. They were rebranded as
announced GTT’s shares have halved and                         based, FusionStorm – a Sourcing and           arm. Included in the sale is Commensus            Coretx and then IDE. Colourful.
this may put a brake on further deals in                       Professional Managed Services specialist.     and Comunica. It will focus on its OneSpace
the short term.                                                Computacenter paid an initial cash            occupancy management software solution.           Elsewhere in IT services Lyceum (now
                                                               consideration of $70m and will pay an         Having received only 0.5x revenues for its IT     Horizon), who acquired a new portfolio
Basingstoke based call centre specialist                       additional $20m depending on profit levels.   services businesses it was clearly very keen      company DMC Canotec (printing and
NewVoiceMedia was acquired for £275m                           That looks a canny price as FusionStorm       to off-load them.                                 document management services). From
by US based VoIP platform provider, Vonage.                    had revenue of $600m and a profit before                                                        the same stable, Timico also made its first
US shareholders don’t seem too happy                           tax of $4m. Computacenter has not made        SCC (which is owned by Rigby) the                 acquisition – London based 25Seven, an IT
though as the shares have dropped 40%                          that many acquisitions but also made a        IT services player has announced the              managed services provider which focuses on
since the deal.                                                purchase in the Netherlands in 2018.          acquisition of Hobs Group who focus on            the hospitality sector.

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                              25
DIGITAL MEDIA                                                  Inflexion has completed the buyout of           the share price and is pitched at less than      been sold to US HealthTech provider IQVIA,
                                                               Chambers, a provider of legal rankings.         0.5x revenues and about 9x EBIT, so hardly       which was formed following the merger of
Fast growing digital agencies (who in                          Founded in 1990, Chambers ranks over            a racy valuation. It is an interested move for   Quintiles and IMS Health.
another era might have been acquired by                        80,000 lawyers and law firms by practice        OSG which has made 17 acquisitions and
the large media and advertising groups                         area in almost 200 jurisdictions. The           is controlled by investment fund Aquiline

                                                                                                                                                                ‘‘
like WPP and Interpublic) continue are now                     rankings are relied upon by corporates          Capital Partners who are aggressively                                       ‘‘
being consistently acquired by the large                       when selecting their legal advisers and         running buy and build programs in                     IQVIA makes
global Systems Integrators as they look to                     by law firms and individual lawyers to          several verticals.                                    optimum contact
build internal advertising technology and                      support their business marketing activities.
marketing analytic capabilities. Accenture                     There has been quite a bit of activity in       Tech industry sourcing intelligence supplier
have been aggressively acquiring 20-30                         the legal sector in the past few years. For     Pivotal iQ has been acquired by US based
companies a year but other examples in the                     example, AbacusNext acquired HotDocs,           market intelligence firm HG Data.                IQVIA is a $20bn information and technology
last few years include:                                        the Edinburgh based document automation                                                          services organisation with more than 55,000
                                                               software provider; Thomson Reuters and          US listed Upland (Enterprise Work                employees who already supports the NHS
                                                               Mitratech have also been particularly active.   Management software), acquired Adestra,          at both national and local levels, supplying
                                                                                                               an Oxford based provider of email marketing,     costing, benchmarking and analytical
 Buyer	Target                                                  Apple paid $400m for music recognition          transaction and automation software from         services. With the addition of Optimum
                                                               app Shazam, which was originally counted        BGF. This is their 17th acquisition. The         Contact, those services will now be available
       Cap Gemini                        June21                amongst UK’s Unicorns. So, it has faced a       customer engagement market is apparently         to over 156 NHS Trusts and Healthcare
                                                               big drop in valuation, but still achieved a     growing at over 20% per annum. The price         organisations. Terms were not disclosed but it
     Tata Consulting                 W12 Studios               10x revenue multiple on exit.                   of $60m is 3.3x revenues but according to        is another example of very large US corporate
                                                                                                               Jack McDonald, CEO of Upland Software “          acquiring a UK based technology provider.
       Cap Gemini                    Adaptive Labs             NDS have had an interesting history. The        is immediately and meaningfully accretive
                                                               Staines based business was started in           to Adjusted EBITDA per share” and is within
                                                               Israel and was listed in the USA in the late    Upland’s target range of 5-8x pro forma
        Cognizant                         Zone
                                                               1990s. It was privatised in 2009 by News        Adjusted EBITDA.
                                                               Corp and Permira for $3.6bn, and then
        Cognizant                      Netcentric              acquired by Cisco in 2012 when it changed
                                                               name to Videoscope. Earlier this year           HEALTH
          Infosys                   Brilliant Basics           Cisco announced that it has sold the video
                                                               technology assets of NDS (subsequently          Dublin-based Clanwilliam Group has
      TechMahindra                    BIO Agency               rebranded as Synamedia) back to Permira         acquired medical correspondence and
                                                               again for an estimated $1bn as it separates     clinical reporting specialist Dictate IT
                                                               out the Pay TV assets.                          (£10m revenues) which provides digital
                                                                                                               dictation, outsourced transcription, and
                                                                                                               speech recognition services to 27 healthcare
Facebook acquired UK based Bloomsbury                                                               ‘‘         providers. Impressively it’s the 18th business

                                                               ‘‘
AI. “The Bloomsbury team has built                                                                             Clanwilliam has acquired since it was
leading expertise in machine reading and                            SI’s grab digital agencies                 formed in 2014. Others include Informatica
understanding unstructured documents                                                                           Systems (based in Cobham, Surrey which
in unnatural language to answer any                                                                            provides practice management), Maxwell
questions,” a Facebook spokesperson said.                                                                      Stanley Consulting and Medisec Software.
Bloomsbury AI developed an artificial                          Communisis, which offers integrated             All part of the move to improve efficiency and
intelligence system called Cape that reads                     marketing services and communications           automation in the NHS.
documents and answers content-related                          for brands, has been acquired by US
questions. I guess that AI based businesses                    outsourced billing, communications and          Chippenham based Optimum Contact a
like this are very useful for Facebook to                      payments provider OSG. The £154m                leading provider of SaaS-based Patient
identify “fake news”.                                          valuation represents a 40% premium over         Feedback and Audit Compliance Software has

ICON Corporate Finance, 2019 Creating wealth from technology                                                                                                                                                 27
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