Quarterly Review of the Software & Internet Sector
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Quarterly Review of the Software & Internet Sector Q4 2014 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 and 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 Q4 2014 Software & Internet Sector Review Relative Share Price Performance – YTD 125% 120% 16.4% Diversified Sw. 115% 14.6% Application Sw. 14.3% NASDAQ 110% 9.7% Security 8.7% Internet 105% 100% 0.6% SAAS (0.4%) IT Infra. Mgt. (1) 95% 90% (11.0%)E-Commerce 85% 80% 2-Jan-14 16-Feb-14 2-Apr-14 17-May-14 1-Jul-14 15-Aug-14 29-Sep-14 13-Nov-14 28-Dec-14 Software & Internet Sector Share Price Performance Key Takeaways From the Quarter: Q4 YTD Navidar’s Software & Internet sub-sector exhibited mixed Sub-Sector Return Return performance in Q4’14 with three sub-sectors (Security, Security 12.3% 9.7% Application Software and SaaS) outperforming the NASDAQ Index and four sub-sectors (Diversified Software, IT Application Software 11.6% 14.6% Infrastructure Management, eCommerce and Internet) SaaS 8.8% (0.6%) underperforming the NASDAQ Composite. NASDAQ 7.1% 14.3% Global Software & Internet M&A deal volume was relatively Diversified Software 5.6% 16.4% flat in Q4’14 with 856 announced deals compared to 858 (1) IT Infra. Mgt. 1.5% (0.4%) announced deals in Q3’14. Global disclosed deal value eCommerce 0.9% (11.0%) decreased significantly to $19.2 billion in Q4’14 from$47.3 Internet (2.6%) 8.7% billion in Q3’14. U.S. deal volume in Q4’14 experienced a steep decline with 341 Top 5 Global M&A Deals in Q4 By Value transactions as compared to 395 transactions in Q3’14. Likewise, U.S. disclosed deal value also declined to $9.2 billion Deal Value Date Buyer Target ($M) in Q4’14 from $35.8 billion in Q3’14. There were eleven large deals (EV > $500M) in Q4’14 as 12/01/2014 $1,200 compared to nineteen deals in Q3’14, nine deals in Q2’14 and 13 deals in Q1’14. 10/23/2014 1,032 Strategic acquirers accounted for 93% of deal volume in Q4’14 10/09/2014 932 (794 out of 856 transactions). U.S. Middle Market M&A deal volume declined slightly in 11/12/2014 835 Q4’14 as compared to Q3’14 (71 deals to 69 deals). Over 70% of announced transactions in Q4’14 with disclosed 12/11/2014 800 deal values were below $50 million. Source: CapitalIQ, 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 2011 Commentary $60 880 858 900 Global Software & Internet sector M&A 856 800 deal volume remained flat in Q4’14 as 729 702 724 $50 689 692 695 $47.3 771 735 700 compared to Q3’14. Disclosed deal value in 704 720 613 $40 640 600 Q4’14 reached its lowest level over the last No.ofDeals ) $34.5 $33.1 558 six quarters. bn 500 $30 $24.7 $24.2 400 $22.0 $22.0 Global transaction volume in Q4’14 $19.6 $19.2 $18.4 $19.4 $20.5 Value($ $20 $16.7 $15.5 300 increased by 23% as compared to Q4’13, $15.2 200 from 695 acquisitions to 856. However, $10 $6.1 100 global transaction value decreased by 22% $0 0 over the same period. Transaction value in Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q4’14 was primarily driven by: 2011 2012 2013 2014 - Centerbridge Partners’ $1.2 billion U.S. Software & Internet M&A Deals – Since 2011 acquisition of IPC Systems $45 399 400 - Siris Capital’s $1.0 billion acquisition 340 355 395 $40 324 332 334 350 of Digital River 297 321 311 $35.8 $35 295 328 331 341 300 309 U.S. transaction volume declined sharply in $30 281 $26.9 No.ofDeals ) 250 Q4’14 as compared to Q3’14. Likewise, bn $25 200 U.S. transaction value also experienced $20 $15.1 $16.3 declines in Q4’14. U.S. transaction value $14.8 $14.4 150 Value($ $15 $12.8 $12.6 $11.8 $11.7 contributed 48% of global transaction $10.9 $11.5 $10.0 100 $10 $9.2 value in Q4’14. $6.0 50 $5 $2.8 U.S. transaction volume increased 10% in $0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q4’14, as compared to Q4’13, from 311 to 341 acquisitions. U.S. transaction value 2011 2012 2013 2014 decreased by 20%, from $11.5 billion to U.S. Middle Market Software & Internet M&A – Since 2011(1) $9.2 billion, over the same period. $8 97 100 About 60% of U.S. Software & Internet $7 82 84 81 transaction value in Q4’14 was driven by 76 78 80 71 $6 71 71 69 six deals over $500 million EV. $4.9 59 62 $5.0 $4.5 No.ofDeals ) $5 54 $4.4 $4.2 60 U.S. Middle Market transaction volume in bn $4.1 $4.2 $3.8 $4 53 $3.8 $3.8 Q4’14 continued its downtrend in Q4’14, $3.4 $3.4 40 36 40 $3 declining from 71 deals in Q3’14 to 69 deals Value ($Value $2.3 $2.1 in Q4’14. $2 $1.6 20 $1.0 $1 Transaction volume in Q4’14 increased 30% from Q4’13, from 53 to 69 $0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 acquisitions. Deal value decreased from 2011 2012 2013 2014 $4.2 billion to $3.8 billion over the same period. Source: CapitalIQ and Industry Research. (1) Defined as deal value of $500M EV and less. 5 Software & Internet Sector M&A Review (Cont.) Top 10 Global Software & Internet M&A Transactions in Q4 2014 Announced Ent. Value EV / LTM EV / LTM Acquirer Target Date ($USDmm) Revenue (x) EBITDA (x) 12/18/2014 Tack Fiori International Group Beijing Feiliu Jiutian Technology $624.9 NA NA (Hong Kong) (China) 12/11/2014 Adobe Systems (U.S.) Fotolia (U.S.) 800.0 NA NA 12/09/2014 Belden (U.S.) Tripwire (U.S.) 710.0 NA NA 12/01/2014 Centerbridge Partners (U.S.) IPC Systems (U.S.) 1,200.0 NA NA 11/18/2014 Mozido (U.S.) PayEase (U.S.) 750.0 NA NA 11/13/2014 ORIX (Japan) Yayoi (Japan) 691.4 5.0x NA 11/12/2014 Churchill Downs (U.S.) Big Fish Games (U.S.) 835.0 NA 14.6x 11/05/2014 The Carlyle Group (U.S.); Euromoney Dealogic (Holdings) (U.K.) 522.1 3.6x 9.6x Institutional Investor (U.K.) 10/23/2014 Siris Capital Group (U.S.) Digital River (U.S.) 1,031.7 1.7x 18.1x 10/09/2014 Apax Partners (U.K.) Exact Holding NV (Netherlands) 932.3 3.2x 16.2x U.S. Technology M&A Activity by Sub-Sector M&A Deal Value ($ billions) M&A Deal Volume 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 Q3'13 $24.9 Q3'13 457 Software Semiconductor Software Semiconductor Hardware IT Services Hardware IT Services U.S. Software & Internet M&A Deal Volume by Size Q4'2013 Q4'2014 Q3'2014 $ in millions Number of Total Deal Number of Total Deal Number of Total Deal (except # of deals) Deals Value Deals Value Deals Value < $50M 34 478 50 646 47 423 $50M to $100M 4 255 9 689 7 452 $100M to $250M 9 1,035 5 738 10 1,869 $250M to $500M 5 1,633 5 1,763 7 2,266 $500M to $1000M 2 1,494 4 3,095 5 4,113 >$1B 4 6,312 2 2,232 9 26,656 Undisclosed 243 - 266 - 310 - Total 311 11,476 341 9,163 395 35,779 Source: CapitalIQ and Industry Research.