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Deal Report Cards

Deals deserve to be analyzed. Brockmann & Company has great experience doing this, having participated and 'spun' the Nortel-Bay Networks deal of 1998 and several others. Our 'Report Card' methodology considers the fundamentals of the deal structure and its effect on the critical aspects of business: strategy, customers, potential and timing.

 



04
Mar
2010
Companies With Fistfuls of Cash PDF Print E-mail
Deal Report Cards
Written by Peter Brockmann   

To quote the headline in today's Wall Street Journal, (subscription may be required), With Fistfuls of Cash, Firms on the Hunt, it seems that we really are near the end of the recession, since this is the best time to CEOs to prepare their businesses for the post-recession recovery (that may be in swing as we speak). It's when coffers are fullest, weak companies are weakest and when stock prices are undervalued so buying assets to kickstart an investor rush into your stock may be a sound strategy.

According to Jeffrey McCracken and Tom McGinty, the S&P 500 that are non-financial firms (382) are holding nearly a trillion dollars in cash and short-term investments. Thomson Reuters say that nearly 50% of deals so far in 2010 have been all cash.

Why the rush to buy assets?

  • Cash on deposit generates next to zero interest.
  • Shareholders are pressuring management to activate the cash since sitting on a pile of low interest-earning cash merely insulates bad management.
  • Share buybacks tell investors that management doesn't know what else to do with the cash, meaning its time to change management.
  • Stocks are considered undervalued right now (S&P is off 29% from its high in 2007) meaning that cash is the more plentiful source of value.
  • Cash on the balance sheet, with poor performing management becomes a target for activist acquirers such as Elliott's offer for Novell. Novell has $1 billion on the balance sheet which could be used to fund the acquisition.
And what is most interesting to me is that a third of that trillion dollars is held by companies in the information technology sector. We definitely should be in for more consolidation in our industry.

 
27
Nov
2009
Cisco Reaches Deep To Pay $300 million More For TANDBERG PDF Print E-mail
User Rating: / 29
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Deal Report Cards
Written by Peter Brockmann   

I did correctly predict that Cisco would reach deeper into its pocketbook and pull out more money to pay for TANDBERG, which they most certainly did.

It is a huge embarrassment for Cisco to have gotten only 9% of shares in its original offer, showing that the brand does not offer the kind of cachet they used to.

To me, it would have been a sign of Cisco's strategic maturity if it had walked away from a deal it really did consider to be too rich. Nortel did just that with its acquisition of Selsius Systems (which Cisco paid nearly 2 x more for) and IBM only recently did the same with its failed acquisition of Sun Microsystems which was co-opted by Oracle. Oracle is still waiting for European anti-trust approval.

 
12
Nov
2009
Score=90% HP Acquires 3Com PDF Print E-mail
User Rating: / 12
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Deal Report Cards
Written by Peter Brockmann   

HP announced Nov 11, 2009 that 3Com and HP had signed a definitive agreement for HP to acquire 3Com for $2.7 billion in cash. The deal is expected to close in first half of 2010.

Ever since Cisco's foray into the heart of HP's server computing business - the data center computer - HP and its alliance (with Cisco)'s days have been numbered. You might recall that HP already has a networking business with stackable and simple modular switching products and includes the Colubris WiFi unit acquired in August 2008, the ProCurve unit which has been successful in garnering market share and innovating with low power, high performance and channel-friendly products suited to the non-Cisco, small business customer segments. In its direct, professional services (remember HP bought EDS in May 2008) and limited channel sales channels which were pushing servers and data center-class storage and the like, the product set of Cisco was better suited, and more frequently required by customers. That game of co-opetition is now reaching a new level.

3Com's checkered history in enterprise networking confirms that you can't ignore major perceptions of the brand. Throughout the 1990s, 3Com stood for the finest purveyor of tiny little boxes - Palm, modems, NICs - and with its disastrous elimination of the Corebuilder line of modular switching products in circa 2001 (sadly the project was called internally 'Catapult') the company retreated from the enterprise sales business focusing instead on the reseller-centric access switching business and its IP PBX offering.

A joint venture with Chinese telecom manufacturer Huawei called H3C which 3Com now owns completely has made remarkable progress in beefing up the 3Com product line for switches and routers and storage devices and IP PBXes and lots of other enterprise gear. H3C is the #1 market position in China, challenged only by Cisco. Of course, the reverse is the case in the rest of the world.

Tippingpoint, the Intrusion Prevention System market leader, is a unit of 3Com too.

Strategic Fit [5/5] - Complementary Channels.

HP's ProCurve product line just got a little more complicated. In the access and stackable switching line, which is intensely distributed through a two-tier structure around the world and which competes with HP ProCurve, there is the 3Com brand, the Baseline brand and the OfficeConnect brand. Some units are managed, some are not. Some units are stackable, others are not. As I recall, this is like Buick and Pontiac and Oldsmobile. Which one is more feature rich? Hopefully, the brand managers at HP can rationalize the brands giving each a market or focus area that their product managers can develop for growth and to signal to the channel and customers what each brand is about - or shut them down. Otherwise, it'll be another layer of internal competition and industry confusion about when to choose one and when to choose the other similarly featured product.

More significantly, HP and by association, the EDS unit, gain access to the H3C modular switching and router line which are quite powerful and feature rich. These direct or project sales channels will greatly enhance HP's capabilities in gaining share without feeding their nemesis (Cisco).

Timing [5/5] - Recessions are The Best Time to Buy.

Of course the stock price of 3Com hasn't deviated much in the past 5 years, but the recessionary time and this moment of being in recovery gives cover to Mark Hurd and company as they prepare for severe competitive strain, similar to HP's competition for servers with IBM.

Customer Demand [4/5].

Enterprise customers have long memories and have never forgiven 3Com for abandoning the core switching market. Although many business plans (I know of 3) have invested millions to build direct sales to major enterprise customers, the service, process and brand experience has consistently fallen short of customer expectations making excellent references difficult to earn and keep. The repeated, failed attempts to bring the 3Com brand to enterprise buyers only makes it harder the next time.

HP however, has a much different business dynamic in enterprise sales and service, and have earned the right to bring ProCurve-branded product to enterprise customers. Hopefully, HP will relegate the 3Com name to the small box business and focus HP on the high end product and service values.

Potential [4/5].

With the success in China which has been the largest and fastest growing IT market over the past five years or more, a rebranding of the 3Com business is in order to really drive the potential of the product line and the service line (EDS) as a stake into the heart of Cisco. Cisco customers will be best served to consider the new offer to come from HP and no doubt will be rewarded handsomely for dividing up their networking decisions with Cisco and HP, and not letting the behemoth of Tasman Drive take their business for granted. No doubt all the growth Cisco is looking for is not coming from the IT budgets of the customers who got them there. Will Cisco arrogance be their downfall? Is this the beginning of the end for Cisco?

 
11
Nov
2009
Score=75% Logitech Acquires LifeSize PDF Print E-mail
User Rating: / 4
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Deal Report Cards
Written by Peter Brockmann   

As consolidation gains momentum in the enterprise communications industry, Logitech, the web camera PC peripherals company, and operator of PC video service SightSpeed, announced that they've acquired LifeSize Communications for $405 million, a 5x payout for investors. Here's the company's fact sheet on the announcement, which shows that Logitech is a publicly traded Swiss-HQ'd company with over $2 billion sales and 8,000 employees around the world. LifeSize has never before reported their financials, which are estimated at $90 million for 2009 and projecting some 40-60% growth in 2010 with their revamped product line (see Passport).

LifeSize management will continue to operate the firm as a separate division (for the time being in order to achieve revenue and earnings goals while employee payouts vest over a period of time) in Austin TX.

Strategic Fit [5/5] - Complementary Product & Channels.

The recent releases of PC-based HD video cameras by TANDBERG, the release of the LifeSize Passport and the movement towards unified communications blending desktop softphones, instant messaging and video services are highlighting that visual communications is one of the few, strong growth markets in our otherwise down economy. Logitech's undisputed leadership in web cams, which are sold retail and online are a natural fit for the next step in LifeSize's technology roadmap - a consumer-oriented HD appliance. The challenge for LifeSize's business managers is that they don't have the channel or the stomach for retail, but Logitech certainly does.

Although these two firms have complementary products and channels, it is important to note that this will not result in a short term gain. LifeSize's Audio-Video specialist reseller channel may be interested in reselling Logitech web cams as part of a broader solution, but they will be hard-pressed to beat amazon.com or Best Buy on price or support. The customers of these channels will not typically be buying web cams in bulk where reseller channels might have an edge in a deal over the price of individual units.

Likewise, LifeSize products are not likely to be sold through retail anytime soon. Craig Molloy and his team have worked hard to build up a global channel network and aren't likely to blow it up anytime soon.

The fact the companies expect the deal to close this quarter shows their confidence that there are no anti-trust concerns to speak of.

Timing [5/5] - Recessions are Better Time to Buy.

Recessions are extraordinary times for the strong to get stronger.

Customer Demand [1/5].

There will be next to no impact on customers of LifeSize or customers of Logitech. LifeSize cut deep into their expenses in the past year and are well positioned, and strongly financed as a result of this transaction. It is my expectation that there will be no brand changes either, since these two brands, Logitech and LifeSize speak differently to their markets. Logitech is a peripherals company while LifeSize is an HD video company.

This deal does not help sell more HD video or sell more peripherals.

Potential [4/5].

We rate the potential of this deal to create value and address new markets faster and better than others higher than the Cisco-TANDBERG deal. The potential of technology transfer between LifeSize and Logitech so that LifeSize can create a consumer-HD video appliance that Logitech can brand, support and sell is very real.
 
02
Nov
2009
Cisco Hangs Tough on TANDBERG Shareholders? PDF Print E-mail
User Rating: / 9
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Deal Report Cards
Written by Peter Brockmann   
On October 1, 2009 Cisco announced a $3 billion bid to acquire TANDBERG, the leading vendor of telepresence and video conferencing equipment. The offer is only an 11% premium over the publicly traded stock price before the announcement, and although recommended by the TANDBERG board of directors, the Norwegian institutional shareholders of TANDBERG, representing 24% of the outstanding shares have rejected the Cisco offer to acquiring all the outstanding shares for $3 billion.

This complicates Cisco's acquisition since it is clear they will not get the required 90% shareholder approval by November 9.

Here's why Cisco will sweeten the deal:
  • Cisco has the cash. With a large and liquid balance sheet ($44B in current assets) Cisco can afford it.
  • Buying TANDBERG is the fastest way for Cisco to achieve its strategic goal of $1 billion in revenues for telepresence within 3 years (in fact they'll be there when this transaction is completed).
  • There are no other potential buyers for TANDBERG (other than Private Equity firms which expressed interest in acquiring TANDBERG last year who would then try to sell it to Cisco for a 2x or 3x premium), so the choice is to complete the deal at a slightly higher price ($0.5-1 billion more ought to cover it) or to let TANDBERG continue as an independent company and independent competitor to be acquired at some future time.
  • The possibility of c is a particularly good reason to raise the price as Cisco has now acknowledged their own flawed product portfolio and spoke about how the integrated organization will strengthen value for customers. It's worth a couple of hundred million dollars to Cisco to avoid the embarrassment of trying to explain to customers why it was worth $3 billion but not $4 billion.

Although we expect Cisco to sweeten the deal (after all, even Larry Ellison and Oracle sweetened their many deals when target companies balked at the initial offer), Cisco may choose to let the deal collapse in the shareholder vote. This line of thinking is based on the flawed calculation that TANDBERG's stock price will collapse and Cisco could come back in 3 months with an even smaller offer - a la Microsoft-Yahoo (which of course never closed).

Cisco shareholders didn't even blink at this deal (or at the Starent deal for that matter) signaling that (sadly), the company is no longer a growth company, but is instead like its other 1980s behemoth peers, a utility stock.

TANDBERG is a complete company where Cisco value add is actually very small. Historically, Cisco acquired tiny companies with no channel and then sold their wares through the highly advanced Cisco channel generating hundreds of millions of dollars of sales. Today, however, that model doesn't work any more. $100 million in sales is great for a tiny company with only $3 million before acquisition, or for the parent with $1 billion in sales, but it's rounding error for a behemoth that is Cisco today. TANDBERG shareholders really don't need the deal since TANDBERG is the leader in the market they serve, and since the premium is so small.

Don't be surprised if TANDBERG stock gets to 11% higher anyways by the end of the 1H 2010 without the offer. Their technology and channels are on a real tear.

From my vantage, I have to say that not sweetening the deal may do the opposite of what Cisco hopes it will do. It doesn't frighten the TANDBERG shareholders and in fact, may signal to Cisco shareholders that the company that John built is too big to manage and needs to be broken up to unleash the value hidden by the conglomerate structure.

 
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