DECODING THE COMPETITIVE SOFTWARE M&A MARKET
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DECODING THE COMPETITIVE SOFTWARE M&A MARKET By Jens Kengelbach, Daniel Friedman, Florian Schmieg, Maximilian Bader, Daniel Kim, and Samina Lademo T he M&A market for software compa- Rapid Growth and Favorable nies has been booming. The cumulative Economics value of software M&A deals soared to an In an increasingly digitized world, software ap- all-time high in 2020 even as overall M&A plications have become omnipresent in busi- activity decreased. And the volume of soft- nesses. There are three broad categories of soft- ware deals has continued to grow, approach- ware: horizontal applications that cut across ing the record level of the dot-com bubble. industries (such as for customer relationship Nontechnology companies and financial management and enterprise resource plan- sponsors are helping to fuel the hot market, as ning), vertical applications for a specific in- they increasingly join traditional technology dustry (such as health care or insurance), players in pursuing software targets. and infrastructure software (such as for IT security and network management). However, our analysis found that, on aver- age, these nontraditional strategic buyers The global market for these applications struggle to create value one and two years has grown faster than the GDP of Western after an acquisition. This suggests that they countries, and we expect this impressive are overpaying for targets or that they are growth to continue. In fact, Gartner proj- not certain about how to create value. ects that the global software market will grow by approximately 10% each year To succeed in software M&A, nontechnology through 2024. players and financial sponsors, in particular, need an in-depth understanding of what From a buyer’s perspective, the software drives valuations in the industry as well as industry is attractive because of several for specific companies. Conducting a com- factors: prehensive and rigorous due diligence pro- cess at the company level is essential to •• A Large and Growing Industry. The gather facts for an accurate assessment. megatrend of digitization is propelling
high growth in the software industry— tary policy and government stimulus pro- many segments are growing at an grams in Europe and the US. The M&A annual rate of more than 10%. market largely froze, but then it gradually returned to the historically normal range of •• Recurring Revenues. Many software monthly deal volume in the past ten years. business models feature recurring revenue streams—such as annual An industry-level analysis reveals a more subscription or licensing fees and a subtle picture. Some industries—such as periodic maintenance charge. travel and tourism, oil and gas, and insur- ance—were generally hit hard because the •• A High Potential for Scaling Profit- pandemic caused investors to question ably. Because the product has already companies’ future viability. Other indus- been developed, an incremental increase tries—notably medical technology, soft- in sales does not lead to a corresponding ware, and high tech—held up strongly, on increase in costs for inputs. average, although there were winners and losers in their ranks. •• Customer Stickiness. Churn rates are typically quite low, owing to high Looking at software industry players in switching costs for customers. This is depth, the first three months of 2020 saw a especially true for business customers— mix of well-performing and poorly per- software, once adopted, can become forming companies. This diversity of per- integral to business operations. A quite formance created attractive M&A opportu- common sales strategy is to get a foot in nities. As of the end of 2020, a greater the door by selling customers small share of companies had a net positive bundles of products or services. The share return, indicating that software is company then expands the relationship among the winning industries in the crisis. through upselling and cross-selling of As would be expected, software companies additional software products. were among the first to restart plans for IPOs and other transactions. •• An Abundance of Potential Targets. The software industry is fragmented, Underlying the software industry’s general- offering the potential for consolidation. ly strong performance is the fact that the More than 10,000 assets globally are held pandemic has pushed businesses to take by private equity and venture capital several types of actions: owners, and many more are in public markets (approximately 1,500 companies) •• Accelerate Digital Transformation. or privately held (more than 40,000). The crisis has made companies realize that they need to digitize their core The high growth rate, favorable economics, operations and offer radically improved and numerous prospective targets promote customer experiences through a the overall attractiveness of software digital-first approach. Many have begun companies. to catch up by implementing next- generation digital sales and marketing solutions. The Pandemic Has Accelerated Trends Affecting the Industry •• Use Data for Competitive Advantage. The software industry has been among the Companies are increasingly looking for most resilient industries during the pan- software solutions that will allow them demic. As the threat posed by the novel to leverage unstructured data and coronavirus became clearer in February democratize the use of data in their 2020, stock markets plummeted. By late organization. March, however, valuations began to im- prove as investors took encouragement •• Focus on Flexibility and Agility. The from further quantitative easing of mone- increasing prevalence of remote work Boston Consulting Group | Decoding the Competitive Software M&A Market 2
and the need for cost flexibility (to shift that customers need more analytics and spending from capital expenditures to cybersecurity software solutions—ones operating expenses) has required compa- that incorporate technology such as nies to deploy new software solutions. artificial intelligence and machine learning. The crisis has also accelerated trends in the software industry: •• The Adoption of New Business Models. Software companies are •• Increased Implementation of Cloud increasingly adopting the as-a-service 2.0. Cloud providers are beginning to approach and transaction-based busi- implement the next generation of ness models to capture higher margins. cloud computing, which features hybrid and multicloud environments and These trends will drive higher demand and focuses on platforms, integration, and affect the technological playing field. They interoperability. will also create new competitive advantag- es and M&A opportunities in the coming •• Faster Innovation Cycles and the months and years. Growing Use of Automation. More and more, new solutions and products The findings of a recent BCG survey of en- have substantially shorter life cycles, terprise IT purchasers reinforce the view which means software companies need that the software industry’s resilience and to constantly push for innovation. At growth will continue in the coming years. the same time, customers are increasing (See the sidebar “IT Purchasers Expect their use of automation, creating an Spending to Rebound.”) opportunity for software companies to expand their offerings. As this overview makes clear, now is the time for companies to consider M&A as a •• Expanding Interest in Data Analytics way to gain access to new software capabil- and Cyber Protection Software. ities and assets. The timing is also good for Ever-increasing amounts of data mean companies to divest businesses that are no IT PURCHASERS EXPECT SPENDING TO REBOUND BCG’s survey of 700 enterprise IT pur- corporate security were cited by respon- chasers found that companies expect dents as the most critical software for investments for fundamental IT capabili- competitive advantage. Respondents ties to fully bounce back to prepandemic also expect more software applications levels in 2021. Respondents in some to transition to the cloud. industries (industrial goods, travel, and financial services) expect that spending Across industries, spending on cloud- on IT tools to support remote work and based applications will be highest for collaboration will remain a key strategic communications, collaboration, content priority even after the pandemic. How- management, customer relationship ever, respondents in other industries management, and artificial intelligence (retail and health care) and the public and machine learning solutions. The sector expect to revert to their prepan- survey found that media and technology demic focus on spending related to companies plan to allocate the highest analytics and the digital customer share of their IT budgets (more than experience. 40%) to cloud applications. Applications for analytics, business intelligence, cybersecurity, and overall Boston Consulting Group | Decoding the Competitive Software M&A Market 3
longer part of their core strategy for digital soared to an all-time high despite the eco- and that may create more value under new nomic headwinds. ownership. As we know, internet software deals drove the high levels of software M&A during the A Closer Look at the Software dot-com bubble. In contrast, the recent M&A Market surge has been strongly driven by acquisi- Our analyses of M&A activity in this article tions of companies that sell enterprise soft- focus on only part of the full universe of ware, including customer relationship man- technology M&A—those deals involving tar- agement solutions, tools for digitizing core gets that have software as their core offering. operations, and analytics applications. In recent decades, software M&A activity— In terms of volume, software acquisitions in terms of deal value (the cumulative val- in 2020 represented approximately 6% of ue of reported transactions) and volume all M&A deals. This is about twice as high (the number of deals)—has generally fol- as the percentage ten years ago, and it sup- lowed broader market trends. Activity was ports the view that software assets are in- high during the buildup to the 2000–2001 creasingly important across all categories dot-com bubble, before the 2008–2009 fi- of buyers. nancial crisis, and during the bull market that preceded the pandemic. Recent years The majority of software deals in 2020 have seen new highs for deal value and a (73%) were valued at less than $100 mil- return to volume levels last seen during the lion. However, recent years’ deal values dot-com bubble. (See Exhibit 1.) have been strongly driven by large deals in- volving US and European targets. Notable However, in 2020, the software M&A mar- recent US deals include: ket seemed to decouple from the broader M&A market, which slumped because of •• Salesforce’s acquisitions of Slack the pandemic. Software M&A deal value Technologies ($29.3 billion) and Exhibit 1 | The Strong Software M&A Market Is Fueled by Nontech Buyers and Financial Sponsors Deal value has risen to an all-time high in recent years, Nontechnology buyers’ and financial sponsors’ driven by large deals shares of deal value have increased (%) Deal value ($billions)1 Number of deals 100 100 200 2,000 18 31 150 1,500 18 100 1,000 31 50 500 64 38 0 0 1990 1995 2000 2005 2010 2015 2020 2010 2020 1.2 6.7 2.9 6.2 Private equity or venture capital firms Share of total M&A volume (%) Nontechnology companies Deal value ≥ $5 billion Deal value < $5 billion Number of deals Technology companies Sources: Refinitiv; BCG analysis. Note: The total of 33,237 M&A transactions (as of January 2021) comprises pending, partly completed, completed, unconditional, and withdrawn deals with a software company that were announced from 1990 through 2020 and that had no threshold for deal value. Self-tender offers, recapitalizations, exchange offers, repurchases, acquisitions of remaining interest, minority-stake purchases, privatizations, and spinoffs were excluded. 1 Deal value includes assumed liabilities. Boston Consulting Group | Decoding the Competitive Software M&A Market 4
Tableau Software ($17.4 billion), automotive manager put it: “Tesla builds announced in December 2020 and June the car around a computer; we’re now trying 2019, respectively to get the computer into the car.” •• Hellman & Friedman’s acquisition of Capital markets appear to perceive soft- Ultimate Software—$11 billion, an- ware deals as creating value, especially for nounced in February 2019—which it nontechnology buyers. Our analysis found combined with Kronos that over the past two decades, publicly list- ed acquirers of software targets had posi- •• Visa’s acquisition of Plaid—$4.9 billion, tive abnormal returns upon the announce- announced in January 2020 ment of a deal. The announcement return was even higher by 0.6 percentage points, Large European deals include: on average, for nontechnology buyers, com- pared with the returns for technology buy- •• Insight Partners’ acquisition of Veeam ers. Interestingly, technology buyers, on av- Software—$5.0 billion, announced in erage, pay a higher transaction multiple January 2020 than nontechnology or private equity buy- ers (20 times EBITDA, compared with 15 •• EQT’s acquisition of SUSE—$2.5 billion, times and 13 times, respectively). For non- announced in July 2018 technology buyers, the benefits of such ac- quisitions can extend beyond strengthening •• Schneider Electric’s voluntary public their competitive positioning. If done right, takeover of RIB Software—$1.3 billion, these deals offer the potential to transform announced in February 2020 how investors perceive companies—and thereby increase the valuation multiple. The robustness of the IPO market for soft- ware companies on both sides of the Atlan- The value-creation advantage for nontech- tic also points to the strength and resil- nology companies can also hold true for oc- ience of software companies. For example, casional buyers and serial acquirers. Inves- in September 2019, TeamViewer was listed tors apparently regard experience in on the Frankfurt Stock Exchange with a making software deals to be less important valuation of $2.2 billion. And even after than whether the buyer is from outside the the onset of the pandemic, the market re- technology industry. mained active. Among the noteworthy deals, Snowflake listed on the New York Our discussions with nontechnology buy- Stock Exchange for $3.4 billion in Septem- ers suggest that their higher returns may ber 2020. And SAP took public its subsidi- be attributable to the fact that they careful- ary Qualtrics in January 2021. ly consider these transformative, cross- industry acquisitions from a strategic per- Which organizations are buying software spective. As a result, they are generally bet- companies? In many cases, the acquirers ter prepared to capture value than they are are not technology companies. From 2010 when consolidating with a company in through 2020, the share of deal value at- their industry to capture synergies. For tributable to acquisitions by technology technology buyers, in contrast, software companies decreased from 64% to 38%. deals do not materially affect share prices, During this period, the share of deal value on average, because they are business- for private equity and venture capital firms, as-usual transactions. They are commonly as well as for nontechnology companies, used to accelerate product development, rose from 18% to 31%, respectively. Finan- secure critical talent, or promote growth in cial sponsors recognize the potential for adjacent segments, markets, or customer high returns. Nontechnology companies, groups. even in seemingly hardware-dominated in- dustries such as automotive, see software However, longer-term value creation has as a future differentiator. Or as a German been more challenging for nontechnology Boston Consulting Group | Decoding the Competitive Software M&A Market 5
buyers. They have not outperformed tech- Strikingly, even after controlling for profit- nology buyers in terms of relative total ability and growth, US companies have a shareholder return one or two years after statistically significant premium for the val- acquiring a software target. uation multiple—approximately two times revenues. The challenges of longer-term value cre- ation point to a clear imperative for non- One possible explanation for this finding technology buyers: gain a strong under- could be the presence of broader and standing of the value drivers for software more-liquid capital markets in the US. In- M&A generally and for individual targets deed, the total market capitalization of specifically. software companies is 13 times larger in the US, while the daily trading volume is 40 times higher. What Drives Valuations for Software M&A? Another factor is that US companies have To understand what drives the valuation of direct access to the larger US software mar- software M&A transactions, we analyzed ket. This access promotes revenue growth the valuation of a set of publicly traded and provides revenue potential, and there- software companies. We found that valua- by value. The US is one of the biggest mar- tion multiples (measured as enterprise val- kets for software products, largely due to ue divided by projected revenues for the the high affinity for technology among US next 12 months) strongly correlate with companies. two factors: a positive growth outlook and a US headquarters. (See Exhibit 2.) Con- Looking at software deals, we similarly trary to standard valuation theory, profit- found higher valuations for US-based soft- ability does not explain valuation levels. ware targets. For acquisitions involving Exhibit 2 | Growth and Location—Not Margins—Are the Main Drivers of Software Company Valuations Future growth drives the valuation of large Location significantly affects the valuation of software companies software companies Valuation multiple1 Difference between 50 US-based companies and non-US-based Multiple increase Cloudflare companies resulting from 40 1 p.p. increase Datadog 2.13x5 30 0.25x4 Zoom Multiple increase 20 resulting from 1 p.p. increase 10 Microsoft 0.05x3 0 –50 0 50 100 150 EBITDA margin Revenue growth2 US company Two-year forward revenue CAGR2 EBITDA margin > 0% EBITDA margin < 0% Sources: S&P Capital IQ; BCG analysis. Note: We analyzed a subset of companies with a market capitalization of more than $10 billion. The multivariate analysis included all companies with a market capitalization of more than $1 billion. p.p. = percentage point. 1 The calculation for valuation multiple is enterprise value divided by projected revenues for the next 12 months. 2Estimated CAGR of revenues over the next two years. 3Statistically significant at p < 0.1. 4 Statistically significant at p < 0.01. 5 Statistically significant at p < 0.05. Boston Consulting Group | Decoding the Competitive Software M&A Market 6
these companies, the median transaction down the total value creation for buyers into multiple (enterprise value divided by three categories: top-line growth, margin ex- EBITDA) from 2015 through 2019 was 27, pansion, and valuation multiple expansion. which is at least 10 points higher than it was for software deals involving non-US We found that value creation was strongly targets or for deals in general. And, as with driven by top-line growth (accounting for trading multiples, profit margins were not 57% of the total valuation increase) and a significant factor in determining transac- margin expansion (27%). However, for the tion multiples. most successful deals, the lion’s share of value creation (74%) was attributable to in- creasing the valuation multiple, even in the How Can Buyers Create Value face of a negative contribution from profits. from Software M&A? This finding highlights the path of financial In contrast to the valuations for targets in sponsors, which seek to maximize their exit other industries, the valuations for soft- proceeds. They make what is called an ini- ware targets are primarily a function of the tial platform acquisition and then build outlook for growth. Moreover, when acquir- upon that with subsequent acquisitions, de- ing a software company, the average trans- veloping the investment story of the com- action multiple that buyers pay is higher bined assets, rather than improving profits. than the average paid in other industries. In fact, it is often significantly above the Strategic acquirers, specifically nontech- acquirer’s trading multiple. Given these nology buyers, tend to follow a similar facts, it is imperative for buyers to under- route. For them, increasing their overall stand the path to value creation followed valuation multiple by adding and integrat- by successful acquirers. ing a software asset into their company is a key value-creation approach. We analyzed European software deals over the past decade (using data from Cepres). In our experience, the exact set of value le- Our analysis considered majority buyouts vers, especially for nontech buyers, depends as well as growth deals (usually minority on the organization’s maturity with regard investments) by financial sponsors. It broke to software capabilities. (See Exhibit 3.) Exhibit 3 | A Buyer’s Value Levers Depend on the Maturity of the Company Nascent Emerging Dynamic Established Legacy business transformation • As-a-service transformation: Develop new as-a-service offerings • Cost transformation: Raise efficiency of engineering and business functions • Re-platforming: Move legacy software to a cloud platform • Carve-outs and financial engineering: Realize value through divesting Penetration Company maturity • Sales excellence and effectiveness: Improve account management, pricing, and deal terms • Customer segment expansion: Enter new regions and new industry verticals • Product “modularization”: Add modules and new, vertical-specific use cases • Transactional monetization: Benefit from transactions and payments Consolidation and scale-up • E2E platform for buy-and-build strategy: Prepare to consolidate the market • Realizing synergies: Create value from cross-selling and reducing the cost base • Scaling up: Aggressively grow the customer base • Generalizing the offering: Evolve from specialist to generalist users • Building a standard product architecture: Integrate data platforms and improve service accuracy and resilience Business model innovation • Setting direction: Establish the vision, culture, and leadership • Product development: Consider new use cases and “productization” Source: BCG analysis. Note: E2E = end to end. Boston Consulting Group | Decoding the Competitive Software M&A Market 7
First-time buyers of software assets primar- The Competitive Landscape and Advan- ily create value through business model in- tage. A buyer should assess four main novation and, potentially, new products. topics: More mature companies are most likely fo- cused on consolidating the market and •• Customers’ Key Purchasing Criteria. scaling up their business by acquiring as- Determine why customers buy the sets along different steps of the value target company’s solutions and how chain. Buyers with the highest maturity de- innovation and marketing can address ploy the new software capabilities through- different customer segments. out the whole organization, thereby in- creasing the penetration of new technology •• The Go-to-Market Strategy. Evaluate in the company and transforming their leg- the prospective acquisition’s distribu- acy business. tion channels, key customers, and partnerships, which are all crucial to its go-to-market strategy. An Accurate Assessment Requires Rigorous Due •• The Product Portfolio and Innova- Diligence tion Pipeline. Ascertain each product’s In order to accurately assess a target and contribution to the company’s revenues avoid overpaying, buyers of software com- and its market penetration. Also assess panies need to conduct a comprehensive the robustness of the company’s and rigorous due diligence process. In the innovation pipeline, considering the software industry, the process is distinctive adaptability of the software architec- in some respects, especially with regard to ture, technology platform, and lan- assessing the potential for technological guage to future applications and the disruption. suitability of the software for cloud- based SaaS offerings. A buyer should structure its software due diligence along three dimensions. Additionally, look at whether the company implements best practices for Market Growth, Trends, and Risks. A buyer software development (such as DevOps needs to understand: and agile). In many cases, it is also helpful to understand the technical •• The Market. Investigate the sizes of the debt (that is, the necessary develop- total addressable market and the service- ment work that has been delayed). able addressable market; the growth potential of each software application, •• Key Strengths and Weaknesses. market segment, and region; and the Evaluate the company’s competitive underlying growth drivers. advantages relative to those of its peers, as well as its market positioning •• The Market’s Maturity. Evaluate the and resilience against disruptions. customers of a prospective acquisition, Issues to consider include how fre- their adoption levels of the target’s quently the company has prevailed products, and the cyclicality of demand. over direct competitors in recent years Determine how using various business and the risk of competitors’ products models, such as software as a service substituting for or disrupting the (SaaS) and on-premises software, could company’s offerings. The assessment affect the growth of the target company should also consider the likelihood that and its market penetration. open source software or free add-ons will render the company’s products •• Potential Technological Disruptions. obsolete. Identify the key trends and risks that could disrupt the target company’s Performance and Value Creation. A buyer business. needs to understand the target’s opportuni- Boston Consulting Group | Decoding the Competitive Software M&A Market 8
ties and challenges and the current man- •• Company Culture and Ways of agement’s ability to address them: Working. Evaluate the target’s ap- proaches to innovation and work. •• Value Creation Levers. Identify Following the merger, strategic buyers opportunities to expand the customer need to focus on integrating the base, access new regions, upsell and software company’s culture and ways of cross-sell, expand into adjacent value working into the existing organization. chain segments, improve pricing, or This post-merger integration can be transition to SaaS. Financial sponsors highly beneficial for the buyer’s existing will want to determine if the company organization and help to foster future can take advantage of these opportuni- innovation. ties within their holding period, given that they seek to take the software asset •• Management Buy-In to the Value to a higher level of performance. Creation Plan. Determine the feasibili- Technology companies should pay ty of the current business plan and the attention to the potential for revenue ability to engage the current manage- synergies, in particular. ment in pursuing changes if it stays on. In assessing the organization’s ability BCG’s synergy database shows that and willingness to change, the buyer revenue synergies are a major factor in should consider the risk of losing key value creation for half of the transac- talent (such as the founder) and tions involving technology and software whether the target has developed or is companies, compared with one-quarter actively developing the skills it needs of the deals across all industries. A for the future. recent BCG survey of software compa- nies found that it takes, on average, two years after closing a deal for synergies to materialize. Given that they are critical to value creation, it is important H igh prices for software targets are an economic consequence of the high demand for software assets and capabili- to pursue synergies even before finaliz- ties. To ensure that an acquisition price ac- ing an acquisition. Practical approaches curately reflects the value of the assets and such as using a clean team can prepare capabilities, buyers need to first under- a buyer to accelerate go-to-market stand which companies they are competing planning and take advantage of against and the underlying drivers of valu- cross-selling opportunities. ations. They can then dive deeper into the sources of value for specific industry seg- •• Challenges to Value Creation. Assess ments and, ultimately, specific targets. Buy- the threats arising from switching and ers that succeed in acquiring the right soft- churn, new competitors, complexity, ware assets and capabilities at the right and technology. The challenges also price will position themselves to reap sig- include capability gaps within the nificant benefits in the digital future. organization and a current manage- ment team that could impede efforts to take the company to the next level. Boston Consulting Group | Decoding the Competitive Software M&A Market 9
About the Authors Jens Kengelbach is a managing director and senior partner in the Munich office of Boston Consulting Group. He leads the firm’s global work in M&A. You may contact him by email at kengelbach.jens @bcg.com. Daniel Friedman is a managing director and senior partner in the firm’s Los Angeles office. He leads BCG’s M&A and post-merger integration work in North America. You may contact him by email at friedman.daniel@bcg.com. Florian Schmieg is a managing director and partner in BCG’s Munich office. He is an expert in value cre- ation and growth strategy for software and technology companies. You may contact him by email at schmieg.florian@bcg.com. Maximilian Bader is an associate director in the firm’s Munich office. He is a core member of BCG’s Transaction Center. You may contact him by email at bader.maximilian@bcg.com. Daniel Kim is a lead knowledge analyst in BCG’s Munich office. He is a core member of the firm’s Trans- action Center. You may contact him by email at kim.daniel@bcg.com. Samina Lademo is a senior associate in the firm’s Boston office. She is a core member of BCG’s Tech- nology, Media & Telecommunications practice, focusing on software and the cloud. You may contact her by email at lademo.samina@bcg.com. Boston Consulting Group partners with leaders in business and society to tackle their most important challenges and capture their greatest opportunities. BCG was the pioneer in business strategy when it was founded in 1963. Today, we help clients with total transformation—inspiring complex change, enabling or- ganizations to grow, building competitive advantage, and driving bottom-line impact. To succeed, organizations must blend digital and human capabilities. Our diverse, global teams bring deep industry and functional expertise and a range of perspectives to spark change. BCG delivers solutions through leading-edge management consulting along with technology and design, corporate and digital ventures—and business purpose. We work in a uniquely collaborative model across the firm and through- out all levels of the client organization, generating results that allow our clients to thrive. © Boston Consulting Group 2021. All rights reserved. 3/21 For information or permission to reprint, please contact BCG at permissions@bcg.com. To find the latest BCG content and register to receive e-alerts on this topic or others, please visit bcg.com. Follow Boston Consulting Group on Facebook and Twitter. Boston Consulting Group | Decoding the Competitive Software M&A Market 10
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