Quarterly Review of the Software & Internet Sector
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7 Quarterly Review of the Software & Internet Sector Q1 2015 Member: FINRA / SIPC About Navidar Navidar is an investment banking firm providing companies and investors in dynamic industries with strategic M&A advice, capital raising solutions, vital insights and breakthrough opportunities. ■ Big Firm Experience Combined with Senior Banker Attention ■ Global Relationships With Top-Tier Investors and World-Leading Companies ■ Greater Creativity & Customized Solutions ■ Focused on the Middle Corridor of the United States Past Transactions Executed by Navidar October 2014 September 2014 June 2014 April 2014 Has been acquired by Has acquired Has been acquired by Has been acquired by Buyside Advisor Sellside Advisor Sellside Advisor Sellside Advisor March 2014 December 2013 October 2013 December 2012 Has been acquired by Has acquired Has been acquired by Private Equity Placement Sellside Advisor Buyside Advisor Sellside Advisor October 2012 August 2012 February 2012 February 2012 Has been acquired by Has been acquired by NOL Shareholder Rights Capital Structure Review Plan Sellside Advisor Sellside Advisor October 2011 July 2011 January 2011 January 2011 January 2011 Has been acquired by Has been acquired by Debt Placement Sellside Advisor Sellside Advisor Private Equity Placement Debt Placement July 2010 July 2009 November 2010 January 2009 Has acquired World Golf Systems Group PLC Private Equity Placement Recapitalization Private Equity Placement Buyside Advisor Note: Transactions above only represent a sample of past transactions executed by Navidar. 2 Navidar at a Glance Experienced Strategic Advisors Advising Dynamic Companies Executed Over 300 Deals, Nearly $70B of Transaction Volume Technology Internet/ E-Commerce Business SaaS Financing Services Software M&A $31.5B $35.9B 47% 53% Specialty MedTech and Manufacturing HCIT Creative Insights & Customized Solutions International Expertise $8.4B of Transaction Volume Public Companies Public M&A Canada $1.3B 16% Europe Asia $2.2B $4.9B Corporate Capital 26% 58% Finance Raising Advisory Private Companies Private Contact Us Austin Office 400 W. 15th Street, Suite 325 Austin, TX 78701 T: (512) 765-6970 Stephen Day Managing Principal O: (512) 765-6973 | E: [email protected] Tim Walsh Managing Principal O: (512) 765-6972 | E: [email protected] 3 Q1 2015 Software & Internet Sector Review Relative Share Price Performance – YTD 118% 112% 11.8% E-Commerce 106% 6.2% Security 5.2% SAAS 3.7% NASDAQ 2.9% Internet 2.6% Application Sw. 1.5% (1) 100% IT Infra. Mgt. 94% (7.4%) Diversified Sw. 88% 2-Jan-15 24-Jan-15 15-Feb-15 9-Mar-15 31-Mar-15 Software & Internet Sector Share Price Performance Key Takeaways From the Quarter: The Software & Internet sector exhibited mixed performance in Sub-Sector YTD Return Q1’15 with three sub-sectors (eCommerce, Security and SaaS) outperforming the NASDAQ Index and four sub-sectors Security 6.2% (Diversified Software, IT Infrastructure Management, Application Software 2.6% Application Software and Internet) underperforming the SaaS 5.2% NASDAQ Composite. NASDAQ 3.7% Diversified Software (7.4%) Global Software & Internet M&A deal volume declined in (1) Q1’15 with 842 announced deals as compared to 856 IT Infra. Mgt. 1.5% announced deals in Q4’14. Global disclosed deal value was eCommerce 11.8% relatively flat at $19.8 billion in Q1’15 compared to $19.2 Internet 2.9% billion in Q4’14. Top 5 Global M&A Deals in Q1 By Value U.S. deal volume in Q1’15 experienced an uptick with 378 transactions compared to 341 transactions in Q4’14. Likewise, Deal Value Date Buyer Target U.S. disclosed deal value also increased to $11.7 billion in ($M) Q1’15 from $9.2 billion in Q4’14. 02/02/2015 $2,586 U.S. Middle Market M&A deal volume declined significantly in Q1’15 as compared to Q4’14 (69 deals to 59 deals). 03/30/2015 1,250 There were eight large deals (EV > $500M) in Q1’15 compared to eleven deals in Q4’14, nineteen deals in Q3’14, nine deals in 03/24/2015 1,014 Q2’14 and twelve deals in Q1’14. 03/03/2015 834 Strategic acquirers accounted for 93% of deal volume in Q1’15 (783 out of 842 transactions). 01/22/2015 780 Over 65% of announced transactions in Q1’15 with disclosed deal values were below $50 million. Source: S&P Capital IQ, Industry Research, Online Publications and Navidar Research. (1) IT Infrastructure Management. 4 Software & Internet Sector M&A Review Global Software & Internet M&A Deals – Since 2012 Commentary $60 880 856 900 Global Software & Internet sector M&A 771 858 842 800 724 692 deal volume continued its downtrend in $50 702 695 $47.3 640 735 700 Q1’15. Disclosed deal value in Q1’15 $40 600 remained relatively flat as compared to $34.5 Dealsof No. ) 613 Q4’14. bn 558 500 $30 $24.7 $24.2 400 $22.0 $22.0 Global transaction volume in Q1’15 $19.4 $19.6 $20.5 $19.2 Value ($ Value $20 $19.8 300 $15.2 increased by 15% as compared to Q1’14, 200 from 735 acquisitions to 842. However, $10 $6.1 100 global transaction value decreased by 43% $0 0 over the same period. Transaction value in Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q1’15 was primarily driven by: 2012 2013 2014 2015 - SS&C Technologies’ $2.6 billion U.S. Software & Internet M&A Deals – Since 2012 acquisition of Advent Software $45 395 378 400 - DH Corporation’s $1.3 billion 331 355 399 $40 324 332 334 350 acquisition of Fundtech 309 $35.8 $35 341 300 311 U.S. M&A transaction volume increased 295 $30 281 $26.9 250 Dealsof No. ) significantly in Q1’15 compared to Q4’14. bn $25 200 Likewise, U.S. transaction value increased $20 $16.3 in Q1’15, and U.S. transaction value $15.1 $14.4 150 Value ($ Value $15 contributed 45% of global disclosed $11.8 $11.7 $11.5 $11.7 $10.0 100 $10 $9.2 transaction value in Q1’15. $6.0 50 $5 $2.8 U.S. transaction volume increased 6% in $0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q1’15, compared to Q1’14, from 355 to 378 acquisitions. U.S. transaction value 2012 2013 2014 2015 decreased by 57%, from $26.9 billion to U.S. Middle Market Software & Internet M&A – Since 2012(1) $11.7 billion, over the same period. $9 90 81 About 60% of U.S. Software & Internet 78 71 69 transaction value in Q1’15 was driven by $8 71 75 six deals over $500 million EV. 71 59 59 $6 53 60 54 62 Dealsof No. ) $5.0 U.S. Middle Market transaction volume in $4.8 bn $4.2 $5 $4.1 $4.2 $3.8 45 Q1’15 continued its downtrend, declining $3.8 $3.8 $3.4 40 from 69 deals in Q4’14 to 59 deals in 36 Value ($ Value $3 30 Q1’15. $2.1 $2.3 $1.6 $2 $1.0 15 Transaction volume in Q1’15 increased 5% year-over-year, from 62 to 59 $0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 acquisitions. Deal value increased from 2012 2013 2014 2015 $3.8 billion to $4.8 billion over the same period. Source: S&P Capital IQ and Industry Research. (1) Defined as deal value of $500M EV and less. 5 Software & Internet Sector M&A Review (Cont.) Top 10 Global Software & Internet M&A Transactions in Q1 2015 Announced Ent. Value EV / LTM EV / LTM Acquirer Target Date ($USDmm) Revenue (x) EBITDA (x) 03/30/2015 DH (Canada) Fundtech (U.S.) $1,250.0 4.8x 21.0x 03/26/2015 Rongxin Power Electronic (China) Montnets Technology (China) 525.3 NA NA 03/24/2015 Lexmark International Technology Kofax (U.S.) 1,014.3 3.2x 43.0x (Switzerland) 03/03/2015 NTT Communications (Japan) e-shelter (Germany) 834.0 NA NA 03/02/2015 Mitel U.S. Holdings (U.S.) Mavenir Systems (U.S.) 546.6 3.8x NA 02/04/2015 Under Armour (U.S.) MyFitnessPal (U.S.) 474.0 NA NA 02/02/2015 SS&C Technologies Holdings (U.S.) Advent Software (U.S.) 2,585.7 6.4x 24.8x 01/28/2015 BATS Global Markets (U.S.) KCG Hotspot (U.S.) 435.0 NA NA 01/22/2015 Harman International Industries (U.S.) Symphony Teleca (U.S.) 780.0 2.1x 13.0x 01/14/2015 Zayo Group (U.S.) Latisys Holdings (U.S.) 675.0 NA NA U.S. Technology M&A Activity by Sub-Sector M&A Deal Value ($ billions) M&A Deal Volume Q1'15 $45.8 Q1'15 578 Q4'14 $26.4 Q4'14 511 Q3'14 $46.3 Q3'14 554 Q2'14 $30.4 Q2'14 581 Q1'14 $41.4 Q1'14 545 Q4'13 $25.6 Q4'13 442 Software Semiconductor Software Semiconductor Hardware IT Services Hardware IT Services U.S. Software & Internet M&A Deal Volume by Size Q4 2014 Q1 2015 Q1 2014 $ in millions Number of Total Deal Number of Total Deal Number of Total Deal except # Deals Value Deals Value Deals Value < $50M 50 $646 36 $441 44 $533 $50M to $100M 9 689 8 500 6 438 $100M to $250M 5 738 7 1,077 7 1,007 $250M to $500M 5 1,763 8 2,794 5 1,854 $500M to $1000M 4 3,095 3 2,002 4 3,034 > $1B 2 2,232 3 4,850 4 20,014 Undisclosed 266 - 313 - 285 - Total 341 $9,163 378 $11,662 355 $26,881 Source: S&P Capital IQ and Industry Research.