Mergers and Acquisitions
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Fivetran, the data connectivity startup, had a big day today. For starters it announced a $565 million investment on a $5.6 billion valuation, but it didn’t stop there. It also announced its second acquisition this year, snagging HVR, a data integration competitor that had raised more than $50 million, for $700 million in cash and stock.
The company last raised a $100 million Series C on a $1.2 billion valuation, increasing the valuation by over 5x. As with that Series C, Andreessen Horowitz was back leading the round, with participation from other double dippers General Catalyst, CEAS Investments, Matrix Partners and other unnamed firms or individuals. New investors ICONIQ Capital, D1 Capital Partners and YC Continuity also came along for the ride. The company reports it has now raised $730 million.
The HVR acquisition represents a hefty investment for the startup, grabbing a company for a price that is almost equal to all the money it has raised to date, but it provides a way to expand its market quickly by buying a competitor. Earlier this year Fivetran acquired Teleport Data as it continues to add functionality and customers via acquisition.
“The acquisition — a cash and stock deal valued at $700 million — strengthens Fivetran’s market position as one of the data integration leaders for all industries and all customer types,” the company said in a statement.
While that may smack of corporate marketing-speak, there is some truth to it, as pulling data from multiple sources, sometimes in siloed legacy systems, is a huge challenge for companies, and both Fivetran and HVR have developed tools to provide the pipes to connect various data sources and put it to work across a business.
Data is central to a number of modern enterprise practices, including customer experience management, which takes advantage of customer data to deliver customized experiences based on what you know about them, and data is the main fuel for machine learning models, which use it to understand and learn how a process works. Fivetran and HVR provide the nuts and bolts infrastructure to move the data around to where it’s needed, connecting to various applications like Salesforce, Box or Airtable, databases like Postgres SQL or data repositories like Snowflake or Databricks.
Whether bigger is better remains to be seen, but Fivetran is betting that it will be in this case as it makes its way along the startup journey. The transaction has been approved by both companies’ boards. The deal is still subject to standard regulatory approval, but Fivetran is expecting it to close in October.
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At first blush, the $12 billion Intuit-Mailchimp deal might not make a heck of a lot of sense. But people tend to pigeonhole companies, and in this case they might see Intuit as purely a financial software company and Mailchimp as an email marketing firm and nothing more. If that’s as far as your perspective goes, the deal is confusing. From a wider lens, however, there’s more to both companies than you might think.
Let’s start with Intuit. If you go to the company website and scan the product set, it’s clearly all about managing finances for consumer and small businesses alike. The latter category appears to be what the company wants to exploit and expand upon with this deal.
Prior to yesterday’s news, Intuit’s biggest acquisition had been on the consumer side buying Credit Karma for $7.1 billion last year. That deal gave the company’s customers a way to access their credit scores outside of the big three reporting companies: Experian, Equifax and TransUnion. Apparently not content with only that transaction, it set its sights on Mailchimp to throw some money at the business side of the house.
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Earlier today, spend management startup Ramp said it has raised a $300 million Series C that valued it at $3.9 billion. It also said it was acquiring Buyer, a “negotiation-as-a-service” platform that it believes will help customers save money on purchases and SaaS products.
The round and deal were announced just a week after competitor Brex shared news of its own acquisition — the $50 million purchase of Israeli fintech startup Weav. That deal was made after Brex’s founders invested in Weav, which offers a “universal API for commerce platforms.”
From a high level, all of the recent deal-making in corporate cards and spend management shows that it’s not enough to just help companies track what employees are expensing these days. As the market matures and feature sets begin to converge, the players are seeking to differentiate themselves from the competition.
But the point of interest here is these deals can tell us where both companies think they can provide and extract the most value from the market.
These differences come atop another layer of divergence between the two companies: While Brex has instituted a paid software tier of its service, Ramp has not.
Let’s start with Ramp. Launched in 2019, the company is a relative newcomer in the spend management category. But by all accounts, it’s producing some impressive growth numbers. As our colleague Mary Ann Azevedo wrote:
Since the beginning of 2021, the company says it has seen its number of cardholders on its platform increase by 5x, with more than 2,000 businesses currently using Ramp as their “primary spend management solution.” The transaction volume on its corporate cards has tripled since April, when its last raise was announced. And, impressively, Ramp has seen its transaction volume increase year over year by 1,000%, according to CEO and co-founder Eric Glyman.
Ramp’s focus has always been on helping its customers save money: It touts a 1.5% cash back reward for all purchases made through its cards, and says its dashboard helps businesses identify duplicitous subscriptions and license redundancies. Ramp also alerts customers when they can save money on annual versus monthly subscriptions, which it says has led many customers to do away with established T&E platforms like Concur or Expensify.
All told, the company claims that the average customer saves 3.3% per year on expenses after switching to its platform — and all that is before it brings Buyer into the fold.
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Enterprise startups have several viable exit strategies: Some will go public, but most successful outcomes will be via acquisition, often by one of the highly acquisitive large competitors like Salesforce, Microsoft, Amazon, Oracle, SAP, Adobe or Cisco.
From rivals to “spin-ins,” Cisco has a particularly rich history of buying its way to global success. It has remained quite active, acquiring more than 30 startups over the last four years for a total of 229 over the life of the company. The most recent was Epsagon earlier this month, with five more in its most recent quarter (Q4 FY2021): Slido, Sedona Systems, Kenna Security, Involvio and Socio. It even announced three of them in the same week.
It begins by identifying targets; Cisco does that by being intimately involved with a list of up to 1,000 startups that could be a fit for acquisition.
What’s the secret sauce? How it is going faster than ever? For startups that encounter a company like Cisco, what do you need to know if you have talks that go places with it? We spoke to the company CFO, senior vice president of corporate development, and the general manager and executive vice president of security and collaboration to help us understand how all of the pieces fit together, why they acquire so many companies and what startups can learn from their process.
Cisco, as you would expect, has developed a rigorous methodology over the years to identify startups that could fit its vision. That involves product, of course, but also team and price, all coming together to make a successful deal. From targeting to negotiating to closing to incorporating the company into the corporate fold, a startup can expect a well-tested process.
Even with all this experience, chances are it won’t work perfectly every time. But since Cisco started doing M&A nine years into its history with the purchase of LAN switcher Crescendo Communications in 1993 — leading to its massive switching business today — the approach clearly works well enough that they keep doing it.
If you want to be an acquisitive company, chances are you have a fair amount of cash on hand. That is certainly the case with Cisco, which currently has more than $24.5 billion in cash and equivalents, albeit down from $46 billion in 2017.
CFO Scott Herren says that the company’s cash position gives it the flexibility to make strategic acquisitions when it sees opportunities.
“We generate free cash flow net of our capex in round numbers in the $14 billion a year range, so it’s a fair amount of free cash flow. The dividend consumes about $6 billion a year,” Herren said. “We do share buybacks to offset our equity grant programs, but that still leaves us with a fair amount of cash that we generate year on year.”
He sees acquisitions as a way to drive top-line company growth while helping to push the company’s overall strategic goals. “As I think about where our acquisition strategy fits into the overall company strategy, it’s really finding the innovation we need and finding the companies that fit nicely and that marry to our strategy,” he said.
“And then let’s talk about the deal … and does it make sense or is there a … seller price point that we can meet and is it clearly something that I think will continue to be a core part of our strategy as a company in terms of finding innovation and driving top-line growth there,” he said.
The company says examples of acquisitions that both drove innovation and top-line growth include Duo Security in 2018, ThousandEyes in 2020 and Acacia Communications this year. Each offers some component that helps drive Cisco’s strategy — security, observability and next-generation internet infrastructure — while contributing to growth. Indeed, one of the big reasons for all these acquisitions could be about maintaining growth.
Cisco is at its core still a networking equipment company, but it has been looking to expand its markets and diversify outside its core networking roots for years by moving into areas like communications and security. Consider that along the way it has spent billions on companies like WebEx, which it bought in 2007 for $3.2 billion, or AppDynamics, which it bought in 2017 for $3.7 billion just before it was going to IPO. It has also made more modest purchases (by comparison at least), such as MindMeld for $125 million and countless deals that were too small to require them to report the purchase price.
Derek Idemoto, SVP for corporate development and Cisco investments, has been with the company for 100 of those acquisitions and has been involved in helping scout companies of interest. His team begins the process of identifying possible targets and where they fall within a number of categories, such as whether it allows them to enter new markets (as WebEx did), extend their markets (as with Duo Security), or acqui-hire top technical talent and get some cool tech, as they did when they purchased BabbleLabs last year.
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Cisco announced on Friday that it’s acquiring Israeli applications-monitoring startup Epsagon at a price pegged at $500 million. The purchase gives Cisco a more modern microservices-focused component for its growing applications-monitoring portfolio.
The Israeli business publication Globes reported it had gotten confirmation from Cisco that the deal was for $500 million, but Cisco would not confirm that price with TechCrunch.
The acquisition comes on top of a couple of other high-profile app-monitoring deals, including AppDynamics, which the company bought in 2018 for $3.7 billion, and ThousandEyes, which it nabbed last year for $1 billion.
With Epsagon, the company is getting a way to monitor more modern applications built with containers and Kubernetes. Epsagon’s value proposition is a solution built from the ground up to monitor these kinds of workloads, giving users tracing and metrics, something that’s not always easy to do given the ephemeral nature of containers.
As Cisco’s Liz Centoni wrote in a blog post announcing the deal, Epsagon adds to the company’s concept of a full-stack offering in their applications-monitoring portfolio. Instead of having a bunch of different applications monitoring tools for different tasks, the company envisions one that works together.
“Cisco’s approach to full-stack observability gives our customers the ability to move beyond just monitoring to a paradigm that delivers shared context across teams and enables our customers to deliver exceptional digital experiences, optimize for cost, security and performance and maximize digital business revenue,” Centoni wrote.
That experience point is particularly important because when an application isn’t working, it isn’t happening in a vacuum. It has a cascading impact across the company, possibly affecting the core business itself and certainly causing customer distress, which could put pressure on customer service to field complaints, and the site reliability team to fix it. In the worst case, it could result in customer loss and an injured reputation.
If the application-monitoring system can act as an early warning system, it could help prevent the site or application from going down in the first place, and when it does go down, help track the root cause to get it up and running more quickly.
The challenge here for Cisco is incorporating Epsagon into the existing components of the application-monitoring portfolio and delivering that unified monitoring experience without making it feel like a Frankenstein’s monster of a solution globbed together from the various pieces.
Epsagon launched in 2018 and has raised $30 million. According to a report in the Israeli publication, Calcalist, the company was on the verge of a big Series B round with a valuation in the range of $200 million when it accepted this offer. It certainly seems to have given its early investors a good return. The deal is expected to close later this year.
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As a startup founder, there will be three scenarios in which you’ll need to understand how to properly do a quality of earnings (QofE) if you want to maximize value.
The first scenario will be when you decide to raise a Series A and subsequent VC rounds, followed by when you do a strategic acquisition, and lastly, when you sell your company.
This post is a framework for how to think and organize your QofE and go through the most common items that you’ll want to keep top of mind for every M&A and private equity transaction you may be part of.
The goal of a QofE is to adjust the reported EBITDA to calculate a restated EBITDA that best reflects the current state of the company on an ongoing basis. It also presents a historical adjusted EBITDA that is comparable throughout the last two or three years.
QofE can have a significant impact on a company valuation for three main reasons:
With that in mind, every entrepreneur must understand how to properly form a view of what is the proper adjusted EBITDA and adjusted revenue of your company. It is common for founders in an M&A process to be unfamiliar with the notion of QofE and leave value on the table.
When performed by a professional transaction service advisory team, the quality of earnings is a result of a thorough review of all the documents generally available in a data room.
This breakdown aims to ensure that you won’t be that founder and that you’ll be armed to negotiate your company valuation on equal ground with your investors. If you are in the seller’s shoes, you will get the advantage of understanding how an experienced investor or buyer thinks. If you’re in the buyer’s shoes, you’ll benefit from understanding and valuing your acquisitions better.
When performed by a professional transaction service advisory team, the quality of earnings is a result of a thorough review of all the documents generally available in a data room. These include, but are not limited to: Legal documentation, financial statements (P&L, balance sheet, cash flow), audit reports, management presentation and contracts.
When doing a QofE analysis, it’s key to consistently ask yourself: “Can or should this information translate into an adjustment of revenue or EBITDA, net working capital (NWC) or net debt?”
Why did we include NWC and net debt? That is because they often have an indirect impact on adjusted EBITDA. Think of an adjustment to the historical level of inventory. Less inventory likely means fewer storage costs. So if you adjust historical inventory, you’ll want to also impact your adjusted EBITDA.
On top of reviewing all the aforementioned documents, your QofE analysis will heavily rely on interviewing management. No matter how long you look at the financials, if you can’t have management confirm information or explain trends, you won’t be able to draw proper conclusions and understand the numbers.
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Marvell announced this morning it has reached an agreement to acquire Innovium for $1.1 billion in an all-stock deal. The startup, which raised over $400 million according to Crunchbase data, makes networking ethernet switches optimized for the cloud.
Marvell president and CEO Matt Murphy sees Innovium as a complementary piece to the $10 billion Inphi acquisition last year, giving the company, which makes copper-based chips, more ways to work across modern cloud data centers.
“Innovium has established itself as a strong cloud data center merchant switch silicon provider with a proven platform, and we look forward to working with their talented team who have a strong track record in the industry for delivering multiple generations of highly successful products,” Marvell CEO Matt Murphy said in a statement.
Innovium founder and CEO Rajiv Khemani, who will remain as an advisor post-close, told a familiar tale from a startup CEO being acquired, seeing the sale as a way to accelerate more quickly as part of a larger organization than it could on its own. “As we engaged with Marvell, it became clear that our data center optimized portfolio combined with Marvell’s scale, leading technology platform and complementary portfolio, can accelerate our growth and vision of delivering breakthrough switch silicon for the cloud and edge,” he wrote in a company blog post announcing the deal.
The company, which was founded in 2014, raised more than $143 million last year on a post-money valuation of $1.3 billion, according to PitchBook data. The question is, was this a reasonable deal for the company given that valuation?
No company wants to sell for less than it was last valued by its investors. In some cases, such deals can still be accretive for early backers of the selling concern, but not always. In this case TechCrunch is not privy to all the details of the Innovium cap table and what its later investors may have built into their deals with the company in the form of downside protection; such measures can tilt the value of the sale of a company more toward its later and final investors. This is usually managed at the expense of its earlier backers and employees.
Still, the Innovium deal should not be seen as a failure. Building a company that sells for north of $1 billion in equity value is impressive. The deal appears to be slightly smaller in enterprise value terms. In the business world, enterprise value is a useful method of valuing the true cost of an acquisition. In the case of Innovium, a large cash position, what was described as “Innovium cash and exercise proceeds expected at closing of approximately $145 million,” lowered the cost of the transaction to a more modest $955 million in net outlays.
Our general perspective is that the sale is probably not the outcome that Innovium’s backers had hoped for, but that it may still prove lucrative to early workers and early investors, and still works at that lower figure. It’s also notable how in today’s market of mega-rounds and surfeit unicorns, an exit north of the $1 billion mark in equity terms can be viewed as a disappointment in any terms. Innovium is selling for around the price that Facebook paid for Instagram in 2012, a deal that at the time was so large that it dominated technology headlines around the world.
But with so much capital available today, private valuations are soaring and mega deals abound. And recent rounds north of $100 million, much like Innovium’s 2020-era, $143 million round, can set companies up with rich valuations and a narrow path in front of them to beat those heightened expectations.
What likely happened? Perhaps Innovium found itself with more cash than opportunities to spend it; perhaps it simply needed a large partner to help it better sell into its market. With expected revenues of $150 million in Marvell’s fiscal 2023, its next fiscal period, Innovium did not fail to reach scale. It may have simply grown well as a private, independent company, and stalled out after its last round.
Regardless, a billion-dollar exit is a billion-dollar exit. The deal is expected to close by the end of this year. While both company boards have approved the deal, it still must clear regular closing hurdles, including approval by Innovium’s private stock holders.
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Over the last couple of years, robotic process automation or RPA has been red hot with tons of investor activity and M&A from companies like SAP, IBM and ServiceNow. UIPath had a major IPO in April and has a market cap over $30 billion. I wondered when Salesforce would get involved and today the company dipped its toe into the RPA pool, announcing its intent to buy German RPA company Servicetrace.
Salesforce intends to make Servicetrace part of Mulesoft, the company it bought in 2018 for $6.5 billion. The companies aren’t divulging the purchase price, suggesting it’s a much smaller deal. When Servicetrace is in the fold, it should fit in well with Mulesoft’s API integration, helping to add an automation layer to Mulesoft’s tool kit.
“With the addition of Servicetrace, MuleSoft will be able to deliver a leading unified integration, API management and RPA platform, which will further enrich the Salesforce Customer 360 — empowering organizations to deliver connected experiences from anywhere. The new RPA capabilities will enhance Salesforce’s Einstein Automate solution, enabling end-to-end workflow automation across any system for service, sales, industries, and more,” Mulesoft CEO Brent Hayward wrote in a blog post announcing the deal.
While Einstein, Salesforce’s artificial intelligence layer, gives companies with more modern tooling the ability to automate certain tasks, RPA is suited to more legacy operations, and this acquisition could be another step in helping Salesforce bridge the gap between older on-prem tools and more modern cloud software.
Brent Leary, founder and principal analyst at CRM Essentials says that it brings another dimension to Salesforce’s digital transformation tools. “It didn’t take Salesforce long to move to the next acquisition after closing their biggest purchase with Slack. But automation of processes and workflows fueled by real-time data coming from a growing variety of sources is becoming a key to finding success with digital transformation. And this adds a critical piece to that puzzle for Salesforce/MuleSoft,” he said.
While it feels like Salesforce is joining the market late, in an investor survey we published in May, Laela Sturdy, general partner at CapitalG, told us that we are just skimming the surface so far when it comes to RPA’s potential.
“We’re a long way from needing to think about the space maturing. In fact, RPA adoption is still in its early infancy when you consider its immense potential. Most companies are only now just beginning to explore the numerous use cases that exist across industries. The more enterprises dip their toes into RPA, the more use cases they envision,” Sturdy responded in the survey.
Servicetrace was founded in 2004, long before the notion of RPA even existed. Neither Crunchbase nor PitchBook shows any money raised, but the website suggests a mature company with a rich product set. Customers include Fujitsu, Siemens, Merck and Deutsche Telekom.
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Despite the plentiful headlines about mega billion-dollar M&A transactions, record IPOs and the rapid growth of SPACs, small deals will continue to be the most likely exit for the vast majority of tech startups. In the over 30 years I’ve worked on M&A at White & Case, Barclays and my current firm Ascento Capital, I have seen too many startups that are not prepared for an exit via a merger or sale. This article will provide specific recommendations on how to prepare your startup for M&A.
While it is good to strive for a billion-dollar-plus sale, a successful IPO or a SPAC deal, it is practical to prepare your startup for a smaller transaction.
Global M&A hit record highs in the second quarter with a total deal value of $1.5 trillion, but smaller transactions vastly outnumber mega billion-dollar deals. The U.S. saw a total of 16,672 deals in the year ended June 31, but only 583, or 3% of that number, were valued at more than a billion dollars (FactSet). The IPO market is healthy again, but M&A still represents 88% of exits: So far this year, there were 503 IPOs and 5,203 deals, according to the CB Insights Q2 2021 State of Venture Report. After the SEC announced in early April that it was considering new guidance on SPAC IPOs, the rate of new SPAC issuances fell by around 90%.
While it is good to strive for a billion-dollar-plus sale, a successful IPO or a SPAC deal, it is practical to prepare your startup for a smaller transaction.
Here are a few recommendations that will prepare your startup for an M&A exit:
Set up an alert on Google News for M&A activity in your subsector. For example, if your startup is in the IoT subsector, search for “IoT acqui” and this will pick up news stories on acquisitions in the IoT space. Save the search so you can go to Google News on a regular basis. Also track your closest competitors on Google News, particularly to see who is selling their company.
Prepare a list of the companies or firms most likely to buy your startup. This list should include domestic and international companies, businesses in non-tech industries, private equity firms and their portfolio companies, as well as VC-backed companies. Track these likely acquirers on Google News as well.
Consider approaching the top 10 likely acquirers when you are raising the next round of capital. If your startup gets M&A offers and VC term sheets at the same time, this will provide your board of directors choices on the path ahead. Knowing the M&A activity in your startup’s subsector and the 10 most likely acquirers will impress VCs and increase the chances of being funded.
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ZoomInfo announced this morning it intends to acquire conversational sales intelligence tool Chorus.ai for $575 million. Shares of ZoomInfo are unchanged in premarket trading following the news, per Yahoo Finance data.
Sales intelligence, Chorus’s market, is a hot space that uses AI to “listen” to sales conversations to help improve interactions between salespeople and customers. ZoomInfo is mostly known for providing information about customers, so the acquisition expands the acquiring company’s platform in a significant way.
The company sees an opportunity to bring together different parts of the sales process in a single platform by “combining ZoomInfo’s historic top-of-the-funnel strength with insights driven from the middle of the funnel in the customer conversations that Chorus captures,” it said in a release.
“With Chorus, the entire organization can make better decisions by surfacing insights and analytics that you would only get if you sat in on every sales or customer success call,” ZoomInfo CEO and founder Henry Schuck said in a blog post announcing the deal.
Ahead of the transaction, ZoomInfo was valued at just under $21 billion.
Chorus looks for what it calls “smart themes” in sales calls, which help managers steer sales teams toward the types of conversation and tone that is likely to drive more revenue. In fact, Chorus holds the largest patent portfolio related to conversational intelligence, according to the company.
Chorus was founded in 2015 and raised more than $100 million along the way, according to PitchBook data. The most recent round was a $45 million Series C last year.
Crunchbase News reports that at the time of its Series C round of funding, Chorus had “doubled its headcount to more than 100 employees and tripled its revenue over the past year.” That’s the sort of growth that venture capitalists covet, making the company’s 2020 funding round a nonsurprise.
Notably PitchBook data indicates that the company’s final private valuation was around the $150 million mark; if accurate, it would imply that the company’s last private round was expensive in dilution terms, and that its investors did well in the exit, quickly more than trebling the capital that was last invested, with investors who put capital in earlier doing even better.
But we’re slightly skeptical of the company’s available valuation history given the growth that it claimed at the time of its Series C; it feels low. If that’s the case, the company’s exit multiple would decrease, making its final sale price slightly less impressive.
Of course, a half-billion-dollar exit is always material, even if venture capitalists in today’s red-hot, and expensive, market are more interested in $1 billion exits and larger.
Chorus.ai will likely not be the final exit in the conversational intelligence space. Its rival Gong (often known by its URL, Gong.io) is one of the hotter startups in this space, having raised over $500 million. Its most recent raise was $250 million on a $7.25 billion valuation last month.
The implication of the Chrous.ai exit and Gong’s enormous private valuation is that the application of AI to audio data in a sales environment is incredibly useful, given the number of customers the two companies’ aggregate valuation implies.
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