Technology M&A Review - January 2020 GLOBAL TECH BANKING - ICON Corporate Finance

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Technology M&A Review - January 2020 GLOBAL TECH BANKING - ICON Corporate Finance
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Technology
M&A Review
January 2020

      GLOBAL TECH BANKING
Technology M&A Review - January 2020 GLOBAL TECH BANKING - ICON Corporate Finance
2                                                                                                                                                                                                                                                                                    3

          Key M&A Statistics                                                     No. EU TECH                                                                                                             .2
                                                                                                                                                                                                   .0 / 2

                                                         019
                                                                                                                                                                                                                        DEC 31 2

                                                                                                                                                                                                                                               Key
                                                                                                                                                                                                                                019
                                                                                 M&A DEALS                                                                                                        2

                                                       12
                                                                                                                                                                                              1 8

                                                  DEC 3
                                                                                                                                                                                            20

                                                               3,332
                                                                                                                                                                                       1

                                                                                                                                                                                3
                                                                                                                                                                               C
                                                                                                                                                                               DE
                                                        / 3332
                                                                                                                                                                                                                                               Findings
                                                                                                                                                                                                 UK VALUATION
                                                                                                                                                                                                EV/REVENUE (X)

                                                    252
                                                                                    +2%
                                                                                                                                                                                                      2.2
                                       31 2019

                                                   3
                                   DEC
                           65

                                                 8          1
                         94

                                                          20
                                                                   31
                                                                                                                                                                                                                                               •   Slower GDP growth means lower
                                                                        C
            7/

                                                                            DE
                            No. GLOBAL                                                                                                            DE
         954

                                                                                                                                                                                                                                                   interest rates for longer
                          TECH M&A DEALS

                                                                                                                                                    C
            18

                                                                                                                No. UK TECH

                                                                                                                                                         31
                                                                                                                                                                                                                                               •   Wave of cheap money still fuelling
   DEC 31 20

                                                                                                                                                            2
                   9,465

                                                                                                                                                            018
                                                                                                                M&A DEALS                                                                                                                          equity prices. NASDAQ +32%

                                                                                                                                                                 731 /
                                                                                                                                                                                                                                               •   Stock markets are at record highs

                                                                                                                                                                                                 19
                                                                                                               878

                                                                                                                                                                                               20
                                                                                                                                                                       878

                                                                                                                                                                                            31
                                                                                                                                                                                                                 UK VALUATION                  •   Confidence feeds into healthy Tech

                                                                                                                                                                                       DEC
                                                                                                                                                                                                                                                   M&A activity globally
                                                                                                                                                                                                                 EV/EBITDA (X)

                                                                                                                                                                     DEC 31
                                          –

                                                                                                                                                                                       17.7 / 16.6
                                                                                                                                                                                                               16.6
                                                                                                                                                                                                                                               •   Some valuations look stretched at
                                                                                                                                                                                                                                                   >10x revenues

                                                                                                                                                             201
                                                                                                                   +20%

                                                                                                                                                                9
                                                                                                                                                                                                                                               •   UK M&A activity +20% to new record

                                                                                                                                                                                    18          20
                                                                                                                                                                                                                                               •   Key is buoyant PE backed Buy-and-

                                                                                                                                                                                             31
                                                                                                                                                                                                                                                   Build and overseas buyers

                                                                                                                                                                                                     EC
                                                                                                                                                                                                        D
                                                                                                                                                                                                                                               •   ClearCourse, Civica, Access Group
                                                                                                                                C 31
                                                                                                                                       2018   6 63 5 /                                                                                             and Iris are most active in UK
                                                                                                                           DE                            873
                                                                                                                                                             3
          Key Macro Statistics                                                                                                                                   D
                                                                                                                                                                                                                                               •   IPOs at near record lows
                                                                                                                                                                  EC
                                                                                                                                                                      31
                                                                                                                                 NASDAQ
                                                                                                                                                                         2
                                                                 D EC 31 2                                                                                                                                                                     •   Year of The Pig was a bit of a snorter
                                                                                                                                                                         019
                                                                             018

                                                                                                                         8,733
                                                                                   33
                                                                                     09
                                                                                      /4

                                                                                                                                                                                                            0 / 7 217                          Brian Parker, Head of M&A
                                                                                        16

                                                                                                                                                                                                     3 80
                                                                                                                                                                                                                        DE C
                                                 FTSE TECHMARK                                                                                                                                                                 31
                                                                                          7

                                                                                                                                                                                              18                                  2   01

                                                 4,167
                                                                                                                                                                                            20
                                                                                                                                                                                                                                               +44 (0) 207 152 6375
                                                                                                 DE C

                                                                                                                                                                                                                                        9

                                                                                                                                +32%
                                                                                                                                                                                       31
                                                                                                  31 2019

                                                                                                                                                                                                                                               brian@iconcorpfin.com

                                                                                                                                                                                C
                                31 2019

                                                                                                                                                                               DE
                         D EC
                    42                                                                                                                                                                               BITCOIN (US$)
                  75

                                                                                                                                                                                             7,217
        8     /
    672

                                 FTSE                 +26%                                                        201
                                                                                                                     9
         18

                 7,542
                                                                                                               31
DEC 31 20

                                                                                                           C
                                                                                                        DE
                                                                                                                                                                                                                                            UNICORNS
                                                                                               33

                                                                                                                US$/£

                                                                                                                                                                                                                                            438
                                                                                                                                                                                                       +90%
                                                                                           / 1.

                                                                                                            EXCHANGE RATE

                                                                                                                                                                                                                                                                              D E C 31 2 018
                                                                                      1.26

                          +12%
                                                                                                            1.33
                                                                                      31 2018

                                                                                                                                                                                                                                            +47%

                                                                                                                                                                                                                                                                          2 98
                                                                                          D EC

                                                                                                                                                                                                                                                                         /4
                                                                                                                     +5%

                                                                                                                                                                                                                                                                         38
                                                                                                                                                                                                                                                                    DE
                                                                                                                                                                                                                                                                C
                                                                                                                                                                                                                                                         31
                                                                                                                                                                                                                                                   019      2

                           TECH M&A REVIEW
4                                                                                                                                                                                                                                                 5

                                                                                                                                                                 EUROPE TECH M&A

Highlights
                                                                                                                                                                 DEALS (No.)

                                                                                                                                                                                                                                          3,332
                                                                                                                                                                                                                          3,328
                                                                                                                                                                                                                  3,286

                                                                                                                                                                                                                                  3,252
                                                                                                                                                                          3,132
                                                                                                                                                                  3,128

                                                                                                                                                                                                          3,130
The Year of the Pig turned out to be a                                 Cheap debt has fuelled much of the
real rip snorter of a year. Global equity                              current cycle. So, in 2019 investors were
markets reached new highs, yet again.                                  faced with investing in up to $17tn in bonds

                                                                                                                                                                                  2,850

                                                                                                                                                                                                  2,829
The NASDAQ was up an impressive 32%                                    that are negative yielding (i.e. making
and even the Brexit laden FTSE was up                                  a negative return) or look at alternative
12%. The US economy has had a great run                                ways to make a positive return. That has
under The Donald with full employment,                                 pushed more money into riskier assets
high corporate earnings growth, and has

                                                                                                                                                                                          2,496
had its longest run since WWII. Economic
growth remains stubbornly low and so
interest rates remain on the floor as central                               “M&A
                                                                              Cheap debt is fuelling
                                                                                 activity”
banks in both the US and EU prime the
pumps to ensure the engine doesn’t stall.                                                                                UK TECH M&A                             2010             2012            2014            2016            2018 2019
As a result, equity markets have moved                                                                                   DEALS (No.)
ever higher and valuations of higher growth                            and the technology sector has been a

                                                                                                                                                                                          878
sectors like Technology have outperformed                              prime beneficiary. It’s also why the number
as investors seek growth.                                              of unicorns continues to rise and part of
                                                                                      the reason why bitcoin

                                                                                                                                                                  829
                                                                                      has jumped this year from
GLOBAL TECH M&A                                                                       under $4,000 to over
DEALS (No.)                                                                           $7,000.
                                            9,981

                                                                                                                                                           766
                                                                                      Yet IPO volumes are

                                                                                                                                                    753
                                                                                      at near record lows. It
                                                    9,614

                                                            9,600

                                                                    9,547

                                                                                                                                                                          731

                                                                                                                                                                                   731
                                                                                                                                       731
                                                                                      sounds nonsensical but
                                                                            9,465

                                                                                                                                                                                                           “toUKa record

                                                                                                                           717
                                                                                      can be put down to two                                                                                                       deals up 20%

                                                                                                                                 710
                                                                                                                                                                                                                         high”
                                                                                      main factors: firstly, many
                                    9,188

                                                                                      of the targets are getting

                                                                                                                                              678
                                                                                      snaffled by PE or trade
                                                                                      buyers before they can
                                                                                      list, and secondly some of
            8,530

                                                                                      the valuations implied by           2010         2012         2014         2016             2018 2019
                    8,316

                                                                                      previous funding rounds
                                                                                      are just not palatable for      Pinterest and Lyft in the US, and Trainline                 of the changing funding landscape with
                                                                                      institutional investors who     in the UK at some pretty racy valuations.                   the amount of funds raised by private tech
    7,867

                            7,803

                                                                                      like old fashioned things       However, some of these companies had                        companies reaching new records and the
                                                                                      like profits. 2019 did see      a tough time after listing and others like                  number of unicorns (valued at >$1bn)
                                                                                      a surge in large IPOs like      WeWork had to pull their listings. However,                 rising nearly 50%.
    2010            2012            2014            2016            2018 2019         Uber, Peleton, Slack,           the weak IPO market is also a reflection

               TECH M&A REVIEW
6                                                                                                                                                                                                         7

                                                                                                                                                    TECH M&A VALUATIONS – GLOBAL
The number of Global Tech M&A deals remains healthy                                                                                           2.2                                                    20
and similar to 2018. So, the M&A market remains healthy
and some of the valuations are real snorters, particularly
in the US, with FNIS, VMWare, SAP, Microsoft, Google,                                                                                         2.0                                                    18
Cisco, OpenText, Workday, Adobe, IBM, Temenos, Twilio,                                                                                                             Price/EBIT
                                                                                                                                                                     (RHS)
Salesforce and PayPal all having paid more than 10x
revenues for recent acquisitions.                                                                                                             1.8                                                    16

The number of UK Tech M&A deals grew 20% to 903,
a new record. It was particularly impressive given all
                                                                                                           “valuations
                                                                                                             ...But overall
                                                                                                                       have                   1.6                                                    14
the Brexit uncertainty. One of the main drivers remains
the weaker currency,
                                                                                                           fallen”
which attracts overseas                                                                                                                       1.4                                                    12
acquirers, who still
account for nearly 40% of            TECH M&A VALUATIONS – UK                                                                                                             Price/revenue
                                                                                                                                              1.2                             (LHS)                  10
all deals. However, in the                                                                          26
UK the standout activity
in Technology M&A is                                                                                24
                                                                                                                                              1.0                                                    8
                                 2.9
the growing presence                                                     Price/EBIT
                                                                                                                                                 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
                                                                                                    22
of private equity funded                                                   (RHS)
buy-and-build programs                                                                              20
notably: ClearCourse             2.4
Partnership, The Access                                                                             18
Group, Iris and Civica.                                                                                        TECH M&A VALUATIONS – EUROPE
They seem to be pigging                                                                             16
                                 1.9                                                                     2.8                                                          20
out on a wave of cheap
money.                                                                                              14   2.6
                                                                                                                                                                      18
                               1.4                                                                  12   2.4                     Price/EBIT
                                                                                                                                   (RHS)

    “valuations
                                                               Price/revenue                        10   2.2
      Some                                                         (LHS)
                                                                                                                                                                      16

                are            0.9                                                                  8
                                                                                                         2.0

                          ”
                                     2011   2012   2013 2014   2015   2016     2017   2018   2019
    stratospheric...                                                                                     1.8                                                          14

                                                                                                         1.6
                                                                                                                                                                      12
                              The Chinese Year of The Rat could be another great                         1.4
                              year to be an owner of a technology company.
                                                                                                         1.2
                              Continued automation/disruption and increased recurrent                                                                                 10
                              revenues, means the sector remains attractive. The                         1.0                           Price/revenue
                              greatest risk is that interest rates move up significantly -                                                 (LHS)
                              which is pretty unlikely in the run up to the US election later            0.8                                                          8
                                                                                                               2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
                              this year. So it remains a great time to be considering an
                              M&A transaction.

        TECH M&A REVIEW
8                                                                                                                                                                                                          9

                                                                                                                Largest UK Tech M&A Targets in 2019

UK Tech M&A
3,120
                                                                                                                                             EV £m   PURCHASER   TARGET   VALUATION (EV / Rev)

                                                                                                                                                                                             5.4

                                                                                          1,350                                                                                                           10.3
Quite remarkably, 2019 has been a record
level for UK Technology M&A activity                                                                            728                                                                  2.6
with the number of deals up 20%. The
                                                             Private equity funded acquisitions are one
domestic fears and political uncertainty
                                                             of the key drivers for M&A activity in 2019.       699                                                                          5.1
over Brexit have not deterred buyers. Far
                                                             The number of VC/PE backed acquisitions
from it, there is a strong rise with over 900
                                                             has risen 23% in 2019 and remarkably is up           538                                                                            6.3
deals. Overseas acquirers remain key,
                                                             over 70% on the number of similar deals 5
accounting for nearly 40% of all deals
                                                             years ago.                                                                                                                                  9.5
but we have also seen a real jump in the                                                                          410
amount of PE backed buy and build deals.                     Interesting to note that Roger Mountford,
The cheap currency, low tax rates and a                      Chairman of Hg Capital, commenting on                    377
very attractive pool of technology talent                    the results of their portfolio companies
are key drivers. Its very much business as                   said: “Over the twelve months to 30                            240                                                              5.3
usual – Brexit or no Brexit.                                 June 2019, the top 20 companies, that
                                                             make up 88% of our portfolio by value,
                                                                                                                            230                                                               5.6
                                                             reported sales growth of 26% and EBITDA

“ Foreign buyers still account                               growth of 35%. These are the strongest
                                                                                                                             198                                                                   350    13.2
                                              ”
                                                             trading figures we have ever reported”,
for nearly 40% of UK deals                                   clear evidence of the health of the UK
                                                             technology sector. Also, they reported a                         165                                                             5.7
    UK TECH M&A – OVERSEAS ACQUIRERS
                                                             valuation multiple (EV/EBITDA) of 19.5x
                                                             and net debt to EBITDA ratio of 6.3x for the                         161                                                2.9
                                                             top 20 investments. Giving an idea of both
                                       38%
                                                             the high valuations and high leverage that                           135                                        0.4
                                                  37%        the PE sector enjoyed in 2019.
                   36%
                                                                                                                                   109                                                             6.7
                                35%
                                                                  UK TECH M&A – PE/VC
                                                                  BACKED ACQUIRERS
                                                                                                         24%
                                                                                                                                    105                                                3.5
      32%                                                                                         23%

                                                                                                                                    100                                               3.0
                                                                                        21%
        244

                    303

                                254

                                       280

                                                  324

                                                                              20%
                                                                                                                                        85                                         2.5
      2015         2016         2017   2018       2019

                                                                    16%                                                                 80                                                                 10.8

                          “The number of PE
                          backed deals has risen                                                                                        78                                     1.3

                                                         ”
                                                                     122

                                                                              166

                                                                                        153

                                                                                                  171

                                                                                                         211

                          by >70% in 5 years
                                                                                                                                        77                                         2.4
              TECH M&A REVIEW                                       2015      2016      2017      2018   2019
10                                                                                                                                                                                               11

                                                its offering into the general insurance and         On the other hand, Experian called              SafeCharge, for £699m in an all-cash
FinTech                                         banking markets. SimplyBiz raised a total of
                                                £29m through share placing, approximately
                                                                                                    off its £275m proposed acquisition of
                                                                                                    Clearscore. The deal was subject to
                                                                                                                                                    deal. The valuation of 5x revenues is
                                                                                                                                                    unremarkable in the current market but
The list of acquisitions made by ION            £37m of borrowings from new bank facilities         approval from the CMA and the Financial         provides a decent exit for Teddy Sagi, the
Trading is long and impressive and includes     to fund the deal. Defaqto was valued at a           Conduct Authority (FCA). However, it            68% shareholder and Playtech founder.
Patsystems, Anvil, Wall Street Systems,         healthy 5.4x revenues. It currently operates        was pulled as it was potentially a threat to    SafeCharge’s Payments Engine makes it
Triple Point Technology and then in 2018        a FinTech platform for 8,500 advisers and           competition in the market. It looked bold       easier for online businesses to manage
they boldly acquired UK listed Fidessa for      provides independent ratings of 21,000              at a whopping 7x prospective sales, its         omnichannel payments.
£1.5bn, beating Temenos in the deal for         financial products and funds.                       first sizeable acquisition by Experian in a
                                                                                                                                                    VISA acquired Earthport for £247m,
the asset management software provider.                                                             while. There are always bumps on the road
                                                Cryptomathic acquired Aconite                                                                       or 8x revenues. Mastercard had trumped
At 4.2x revenues it was a pretty good price                                                         in an M&A transaction, but this is a bump
                                                Technology, an end-to-end EMV®                                                                      an earlier VISA offer which in turn forced
too. In 2019 they splashed out £1.3bn for                                                           that could have been predicted as they are
                                                card lifecycle, transaction processing                                                              VISA to up its offer by a whopping 25%.
Mergermarket - the M&A information                                                                  two of the largest credit-score checking
                                                and PIN management provider. Both                                                                   Again, a clear illustration of the power of
provider, at a very toppy looking 10x                                                               firms in the UK and clearly “could result in
                                                Cryptomathic and Aconite Technology                                                                 “competitive tension” in a deal. Earthport
revenues. The size of deals has certainly                                                           less intense competition in the sector.” It
                                                operate in the secure infrastructure for                                                            provides cross-border payment services to
accelerated since they took money first                                                             reminds us in many ways of news in 2018
                                                EMV payments space.                                                                                 banks and businesses. Through Earthport
from TA Associates in 2004 and then Carlyle                                                         that TalkTalk had agreed to sell its business
                                                                                                                                                    APIs, clients can manage payments to
Group in 2016. It has been an impressive        Australian listed EML Payments has                  broadband to Daisy for £175m, but Daisy
                                                                                                                                                    almost any bank account in the world.
run since Andrea Pignataro founded the          acquired Flex-e-Card for £21m paying                pulled out having failed to agree final terms
                                                                                                                                                    The deal comes after a difficult year for
business 20 years ago.                          4.5x revenues or 10x EBITDA for the                 after DD. Key lesson here is that a deal is
                                                                                                                                                    Earthport, in which it lost a major customer,
                                                FinTech that specialises in gift card               never done until it is done.
Cognizant acquired Meritsoft, which                                                                                                                 saw reduced transaction volumes and
                                                solutions for retailers. Based in Newcastle,
is best known for its FINBOS platform                                                               There has certainly been a major frenzy of      underwent a management shakeup.
                                                Flex-e-Card have expanded into Poland
for post-trade processing, an intelligent                                                           activity in the payments space in the past
                                                and UAE, so adding to the geographic
automation solution for managing taxes,                                                             few years and 2019 was no different with
                                                footprint of EML. Yet another payments
                                                                                                                                                      “tension
                                                                                                    the announcement that global payments
fees, commissions and cash flow functions       deal in a fast consolidating sector.
                                                                                                    provider, Worldpay, and financial services           The power of competitive
                                                                                                                                                               +25%”
between financial institutions. “Increased
compliance and regulatory obligations,          Ant Financial, the financial services firm          technology giant, FIS, are to merge in a
focus on operational efficiency, and a          led by billionaire Jack Ma, has acquired            gargantuan $43bn deal – an old fashioned
range of new digital technologies are           money transfer and currency exchange firm           all share merger - further accelerating the
among the forces that have led many of          WorldFirst for £540m or about 6x revenues.          pace of change in the global payments
                                                                                                                                                    Unfortunately, Loot ran out of loot and was
the world’s leading financial institutions to   Interestingly, just prior to the deal, WorldFirst   space. Activity was kick-started in 2017
                                                                                                                                                    put into administration. RBS previously
automate processes using Meritsoft and          announced plans to shut its US operations           by Vantiv’s acquisition of UK’s Worldpay
                                                                                                                                                    acquired a 25% stake in millennial-focused
its FINBOS platform” said Sean Middleton,       to placate US regulators, who previously            for £7.7bn, 1.7x revenues (but kept the
                                                                                                                                                    technology start-up Loot, aimed at helping
President, Cognizant Accelerator. The           rejected Ant Financial’s bid to buy money           Worldpay name). WorldPay then acquired
                                                                                                                                                    young people and students manage their
transaction has generated an initial return     transfer service MoneyGram for $1.2bn.              SIX Payments for €3bn in 2018 in another
                                                                                                                                                    finances by providing customers with a
to Synova Capital of 4x invested capital        Sorting your housekeeping ahead of a sale           big deal. UK listed Sage continues to shed
                                                                                                                                                    pre-paid debit card and insights into their
and an IRR of 47%, with further returns         is a crucial part of the exit process and here      non-core assets. It sold SME payment
                                                                                                                                                    spending habits. The plan was to help
anticipated under the terms of an earn-out      is a classic example of a smart step taken to       processing arm, Sage Pay for £230m to
                                                                                                                                                    RBS develop its digital offering Bo, which
agreed with founders, Kerril Burke and          avoid a potential headache.                         US payments business, Elavon, owned by
                                                                                                                                                    is currently in private beta testing. It, like
Paul Burke.                                                                                         US Bancorp. They paid about 15x EBITDA.
                                                                                                                                                    other new technology-led banks that have

                                                  “
The SimplyBiz Group has acquired                                                                    Texas based Nuvei bought UK listed (but         launched in recent years such as Monzo,
                                                   A deal is never done                             Israeli based) payments technology outfit,      Starling and Revolut, is aiming to poach
Defaqto for £70m as it looks to expand
                                                  until it is done     ”
        TECH M&A REVIEW
12                                                                                                                                                                                         13

customers from the traditional high street     were valued at £1.6bn in 2018 following         Infinity based in Shepton Mallet with just       Yokogawa. RAP International’s software is
lenders (like RBS!). If you can’t beat them,   a PE investment. In 2019 they also              12 staff. Clear evidence that very large         used in high hazard industries with clients
join them. RBS had been negotiating to         acquired investment platform European           acquirers often buy small in-fill targets,that   including leading blue-chip oil and gas
buy Loot, but it failed DD. As a result, RBS   Bank for Financial Services (ebase) from        at first glance look unlikely to move the        companies. The business, which employs
have taken on founder Ollie Purdue and         Commerzbank, in a deal worth €154m.             needle. i2i is the leading provider of           just 20, trades in more than 30 countries
the 17 staff. So probably a nice deal for                                                      Electronic Certificates of Origin in the UK.     with its technology employed at 100 sites
                                               Finally, although not really a FinTech, The
RBS and a boost for its digital offering                                                                                                        globally. Yokogawa is the world leader in
                                               London Stock Exchange (LSE) made
Bo, but not so good for those looking for                                                                                                       industrial automation and control, test and
                                               a very bold move acquiring Refinitiv,
Loot. Lesson here is to always enter an
exit process from a position of strength
by ensuring you have adequate working
                                               the financial data and trading platforms
                                               provider which was only created when
                                                                                               “Shepton
                                                                                                 Overseas buyers in
                                                                                                        Mallet and
                                                                                                                                                measurement, information systems and
                                                                                                                                                industrial services. Listed on the Tokyo
                                                                                                                                                Stock Exchange, with global sales of
                                               Thomson Reuters sold a 55% stake in its
capital, otherwise you may get looted.
                                               Financial and Risk business, to private         Swansea”                                         $3.6bn it is another example of a mega
                                                                                                                                                cap acquiring a niche UK tech company.
                                               equity firm Blackstone Group. Under the

“Loot ran out of loot”
                                               terms of the complicated deal, which                                                             Investment house, Hanover, offered
                                               doubles the size of LSE, it will pay $27bn      GRC software company Ideagen has                 to acquire Cambridge risk software
                                               in shares for Refinitiv. As a result, Thomson   acquired Redland Business Solutions, a           technology business, Brady plc, for
                                               Reuters and Blackstone will have a              SaaS provider of regulatory and compliance       £8.3m which was agreed by management.
UK listed StatPro, was acquired by US          shareholding of 37% in LSE. It has been a       software, in a £15.8m deal. Redland,             However, it was then rapidly upped to
private equity firm, TA Associates, via its    really fantastic year for LSE who were the      with revenues of £4.2m, has 40 clients           £15m as another bidder circled, which
Confluence Technologies arm. StatPro,          best performing FTSE company with the           including Nomura, Santander, Investec,           again shows the considerable power of
provider of cloud-based investment             shares nearly doubling. No wonder they          Hargreaves Lansdown and Rathbones.               “competitive tension”. The shares had
portfolio analysis and pricing tools, sold     are keen to pay for acquisitions in shares.     Redland provides software for the financial      slumped after the management revealed
for £160m. Founder, Justin Wheatley,                                                           services industry, which assists banks,          it needed a £16.5m cash investment to
commented: “We couldn’t be happier                                                             investment managers and insurance firms          upgrade its software. Being listed on AIM is
to be joining a like-minded firm in order                                                      to fit with regulatory changes. In particular,   clearly not the right place for a turnaround.
to provide asset managers and fund
administrators with an even greater range
                                               GRC – Compliance                                Redland’s software helps businesses to
                                                                                               manage itself under the Senior Managers
                                                                                                                                                AIM listed Tax Systems was acquired
                                                                                                                                                by Bowmark Capital valuing it at an EV
of support services and analytics.” I                                                          and Certification Regime, to increase the
                                               Prometheus Group, a US asset                                                                     of £108m. As the name suggests, Tax
suspect he will also be rather pleased with                                                    accountability of senior managers for their
                                               management software firm (owned by                                                               Systems offers software to automate the
the chunky 50% premium offered to the                                                          conduct. “Redland is an extremely valuable
                                               Genstar Capital and others) has acquired                                                         Corporation Tax compliance and is the
share price beforehand.                                                                        addition to the group and is in line with
                                               Gateshead based Engica which has a                                                               creator of Alphatax, which is used by over
                                                                                               our strategy of acquiring Integrated Risk
Edinburgh based fintech FNZ has acquired       suite of “environmental, health and safety                                                       1,100 customers including 23 of the top
                                                                                               Management businesses that have strong
JHC Systems, a provider of software            solutions” including incident management.                                                        25 Accountancy firms. With 90% recurrent
                                                                                               IP and growing recurring revenues”, said
services to the wealth management              Founded in 1998, Prometheus provides                                                             income you can see why private equity
                                                                                               Executive Chair David Hornsby. Ideagen,
industry. Based in London, JHC provides        web-based planning and scheduling                                                                is attracted. The Bowmark investment
                                                                                               who have acquired 5 companies since the
the core technology platform to several        software for operations management. It                                                           will enable the company to accelerate
                                                                                               start of 2018, have a market value of over
UK and Ireland’s wealth managers and           grew 30% in 2019 and is valued at $1bn or                                                        the development of new products and
                                                                                               £400m and are building a major presence
platforms including AJ Bell, Alliance Trust    10x revenues.                                                                                    services, particularly in response to the
                                                                                               in GRC software.
Savings, Brooks Macdonald, Charles                                                                                                              roll-out of HMRC’s new “Making Tax
                                               SGS is the world’s leading inspection,
Stanley, Davy, FIS Platform Securities,                                                        Swansea-based industry risk assessment           Digital” initiative, which aims to modernise
                                               verification, testing and certification
Interactive Investor, LGT Vestra and                                                           software firm, RAP International, had been       the way tax is reported. Valuation was 6.8x
                                               company, with £5bn in revenues and nearly
Quilter. FNZ were founded in NZ and                                                            acquired by Japanese conglomerate,               revenues, but a less taxing 10x earnings.
                                               10,000 employees. Yet they acquired i2i

        TECH M&A REVIEW
14                                                                                                                                                                                        15

Credit rating provider, Moody’s, has         for an enterprise value of $300m. To             areas; as for us, there are now 3 certainties   of pen-testers. Finally, managed service
acquired UK FinTech, RiskFirst, who          fund the deal GB Group arranged a new            in life - death, taxes and cyber-crime.”        provider, Six Degrees Group, purchased
provide risk analytics to the pension fund   revolving credit facility worth £110m and        However David, the shareholders are not         CNS Group, a specialist in managed
and asset management industry. Since its     placed shares worth £160m. Priced at a           so certain, as the shares have fallen from      security services, penetration testing,
formation in 2009, London based RiskFirst    mere 3% discount, the demand for shares          310p to 210p in 2019 in a strong market.        consultancy and compliance assessments
has seen its PFaroe platform widely          was strong and they finished the year very                                                       adding 50 staff and revenue of over £7m.
adopted. A combination of increased          strongly breaching the £1.5bn valuation
                                                                                                                                              Kape, the consumer security software
regulation and the accelerating pace         barrier, which is about 10x revenues

                                                                                              “death,
                                                                                                                                              business, acquired LTMI for $127m
of technology transformation is good         and a huge multiple of profits. The deal           Three certainties in life –                   including debt. LTMI owns Private Internet
                                                                                                                                     ”
news for RiskFirst. “As a journalist of 40   values IDology at a mere 7.9x trailing sales
years’ standing, not many things impress     and 18.4x trailing EBITDA. Forays into
                                                                                                      taxes and cyber-crime                   Access (“PIA”), a leading US digital data
                                                                                                                                              privacy services business based in Denver,
me. PFaroe does.” says Anthony Hilton,       the US are not always a success, and it
                                                                                                                                              who provide VPN solutions with 1m
Business Editor of the Evening Standard      looks a big and bold move. GB Group is
                                                                                                                                              subscribers. Ido Erlichman, CEO of Kape,
who is not easily impressed apparently.      clearly making a push overseas after the
                                                                                              Orange Business Services, which                 said “This is a game changing moment in
                                             acquisition of Australian based Vix Verify,
                                                                                              is part of French telco, Orange, has            Kape’s development”. It certainly looks
                                             an ID verification and location software
                                                                                              acquired cyber security services provider       that way.
                                             business for £38m, which is a reasonable
                                                                                              SecureData Group, who employ over
CyberSecurity                                looking 1.8x revenues and looks a good fit.
                                             Before that they acquired closer to home
                                                                                              200 staff in UK and South Africa, and are
                                                                                                                                              RELX, the British publishing turned
                                                                                                                                              analytics group paid £580m, an alarming
                                                                                              the largest independent cybersecurity
                                             - Worcester based SaaS software provider                                                         sounding 25x revenues, in 2018 for
The largest deal of the year (and one of                                                      service provider in the UK. The Company
                                             PCA Predict (aka Postcode Anywhere)                                                              ThreatMetrix, a fraud detection tool,
the largest ever in the UK) was the sale                                                      has a 25-year track record of providing
                                             for £63m, 4.5x revenues or 14x EBIT, and                                                         by far its largest acquisition in 10 years.
of cybersecurity and network security                                                         integrated cyber solutions designed
                                             IDscan Biometrics for £37m cash plus £8m                                                         ThreatMetrix’s Digital Identity Network is
software developer, Sophos, to the US                                                         to assess risks, detect threats, protect
                                             earn-out, 4.9x revenues or 12x EBIT.                                                             one of the largest repositories of online
private equity group, Thoma Bravo, for                                                        customer’s IT assets and respond to
                                                                                                                                              digital identities, encompassing 1.4 billion
$3.9bn. The valuation equates to 4x          Shearwater Group’s acquisition of                security incidents. The Company’s
                                                                                                                                              unique online identities. ThreatMetrix,
revenues which in the current market         Secarma penetration testing will expand          consulting arm, SensePost, was acquired
                                                                                                                                              which launched in 2005, collects
is not outrageous but reflects steady if     its “digital resilience” capability and cement   back in 2017. With £40m+ in revenues and
                                                                                                                                              information like device type, location and
unspectacular growth and looks well timed    a deeper partnership with Manchester             10% profits, SecureData was an attractive
                                                                                                                                              user behaviour to make sure the person
as the shares had not properly recovered     headquartered cloud and hosting firm             target for Orange, albeit a bit off-piste.
                                                                                                                                              logging in to things such as banking
from the Tech sector mauling in 2H18.        UKFast. The deal is worth £7m. Shearwater        There has been quite a consolidation in
                                                                                                                                              services definitely is who they say they are,
Two years ago, Thoma Bravo acquired          has grown rapidly through acquisition            cyber services recently as there is clearly
                                                                                                                                              which eliminates the need for complicated
Sophos’ rival Barracuda and has also         over the last few years having snapped up        a severe shortage of skilled staff. In 2018
                                                                                                                                              login. Shareholders are certainly warming
added Imperva, Veracode and LogRhythm        Brookcourt (£30m or only 1.3x revenues),         Finnish based F-Secure acquired MWR
                                                                                                                                              to this bold move as they have risen 20%
to its stable. Headquartered in Abingdon,    GeoLang (£1.7m), SecurEnvoy (£20m)               InfosSecurity (threat hunting and phishing
                                                                                                                                              in 2019 despite the eye-popping valuation.
Oxfordshire, Sophos specialises in end-      and Newable Consulting (£600k), and              protection services) for 3.8x revenues,
                                                                                                                                              RELX has secured a bright future away
point and network security. It was founded   now includes network security, data              Claranet acquired NotSoSecure, a
                                                                                                                                              from its heritage in print and even sold
in 1985 by Jan Hruska and Peter Lammer,      loss prevention (DLP), multi factor              company providing global pen-testing
                                                                                                                                              Farmers Weekly, its last remaining trade
who will be very happy as they trouser       authentication, managed security                 services and “ethical hacking” training
                                                                                                                                              magazine, in December 2019.
over £460m.                                  provision, compliance and consulting             courses to customers. Similarly, Intertek
                                             services. David Williams, Chairman of            acquired pen-tester, NTA Monitor,
GB Group has made a big move acquiring
                                             Shearwater, said: “Operating in the cyber        who have offices in Kent and off-shore
IDology, a US provider of identity
                                             security sector, we are well positioned to       operations in Malaysia. Six Degrees
verification and fraud detection services,
                                             benefit from one of the most certain growth      added CNS Convergent, a 50 strong team

        TECH M&A REVIEW
16                                                                                                                                                                                         17

                                               free basis, payable in a mixture of cash      patented AI system it calls “geometric deep      owns fellow IoT provider Boston Networks.
AI and Machine                                 and shares. Funding is provided by equity.
                                               Today Merit collects several million data
                                                                                             learning” – effectively algorithms that learn
                                                                                             from large and complex data sets gleaned
                                                                                                                                              Pinacl was seeking to enter local full fibre
                                                                                                                                              networks (LFFN) programmes which
Learning                                       points daily from around 3,000 sources        from social networks. Fabula focuses on          had funding requirements for city bids.
                                               in Maritime, Construction, Fashion, Oil &     detecting differences in how content is          They went in search of venture capital to
Temenos has acquired Logical Glue              Gas, Retail and Metals. Merit deploys AI      spreading on social media and allocating         facilitate this, and that is how it crossed
for £12m. The specialist provider of           and ML technologies, so it can efficiently    an authenticity score to determine if news       paths with Aliter. “Our approach really was
“explainable” AI to financial services         categorise and enhance high volume            is fake or not. Such an approach, given          to get some gap funding in place and that
providers, was co-founded in 2012 by           and high frequency data, including            it is based on the “propagation pattern”         culminated in Aliter liking us so much that it
Professor Hani Hagras, an expert in fuzzy      unstructured data. Merit’s data is supplied   through huge social networks, is more            bought the company,” CEO Rob Bardwell
logic and XAI systems. It helps users to       to many leading information businesses,       resilient to adversarial attacks. The deal       said. The Company hit the £20m revenues
better understand the rationale behind         including Informa, Ascential, Dow Jones       has hallmarks of Twitter’s acquisition           last year, and with Aliter’s funds at its
the outputs of AI and Machine Learning.        and Wilmington.                               of Magic Pony a few years back and               disposal, Pinacl should grow aggressively.
Regulators are increasingly mandating that                                                   Facebook’s acquisition in 2018 of another
                                               Cognizant acquired Zenith Technologies,
institutions be able to explain automated                                                    London-based start-up, Bloomsbury AI.
                                               a life sciences manufacturing technology
                                                                                                                                               “butPinacl
decisions that affect their customers (e.g.                                                  The Donald is not keen on fake news, so
GDPR includes ‘a right to explanation’ for
                                               services company headquartered in Cork,
                                                                                             will be delighted with this, particularly with
                                                                                                                                                          sought funding
all decisions made by AI).
                                               Ireland. Zenith specializes in implementing
                                                                                             US Presidential elections in 2020.                      found a Buyer”
                                               digital technologies to manage, control
Blue Prism has grown to become a £900m         and optimize drug and medical device          Apple acquired London start-up
market cap company rising 15x since its        production. Interconnected “smart             DataTiger in a bid to boost its digital
listing in March 2016 but in 2019 its shares   factories” have become a strategic priority   marketing for its fast-growing services
marked time. RPA is a hot space and the        for the industry, with production systems     business. DataTiger, which uses artificial
organic growth is impressive but the rating
is still stratospheric. In June, Blue Prism
                                               and processes becoming more complex
                                               because of research advances, and
                                                                                             intelligence, says it can “optimize the
                                                                                             marketing journeys” of customers by
                                                                                                                                              Public and Health
made a bold move agreeing to pay £80m          increased demand for large-molecule           harnessing user data to target them with         Sectors
in cash and shares for Thoughtonomy, a         biologics. The combined Cognizant-            marketing messages including mobile
UK SaaS business employing 52 people.          Zenith Technologies expertise will deliver    push notifications. DataTiger CEO, Philipp       Civica has been busy buying 2 companies
At a whopping 10x revenues, and based          a range of Industry 4.0 capabilities, from    Mohr, said the Company seeks to “bring           in 2019 after it acquired 6 in 2018. Their
on the £3m loss, it is a great deal for the    factory design consultation, machine          the stale era of ‘email-list thinking’ and       deals include Derby based occupational
vendors. Its Machine Learning (ML) and         sensor and controller instrumentation,        slow, campaign-based marketing to an             health, and health & safety software
Natural Language Processing (NLP)              supervisory control, and data acquisition,    end”. The start-up’s AI-driven marketing         provider Warwick International, delivery
capabilities are no doubt attractive in        to manufacturing, batch automation, ERP       capabilities could help Apple customise          management software specialist
developing Intelligent Automation.             integration and managed services.             content and direct users to content that         TranSend Solutions. The Tees Valley-
                                                                                             is relevant to them. Apple has also quietly      based company specialises in supply
                                               Twitter has acquired Fabula AI, a London-
                                                                                             acquired UK based iKinema, a motion              chain electronic proof of delivery (ePOD)
                                               based start-up that uses ML to help detect
“thought                                                                                     capture technology company for use in            and route planning software applications. It
   10x revenues – there’s a                    “fake news”. The plan is to work toward
                                                                                             virtual reality and web animations. iKinema      had revenues of £4m and 20% profits. The
         ”                                     finding new ways to leverage machine
                                               learning across NLP, recommendation
                                                                                             specialises in software for motion capture,
                                                                                             games and VR.
                                                                                                                                              business has been transforming to a SaaS
                                                                                                                                              business model, and is used by more than
                                               systems, reinforcement learning and graph
                                                                                                                                              75 major organisations, including Seven
                                               deep learning. Founded only in 2018,          Pinacl Solutions the Welsh based Internet
                                                                                                                                              Trent Water, Wessex Water and Wincanton.
Dods PLC acquired Meritgroup for a             Fabula is a real true start-up and probably   of Things (IoT) specialist was acquired
                                                                                                                                              2018 deals included Trac Systems, which
total consideration of £22.4m on a debt        more of an acqui-hire. It has developed a     by private equity firm Aliter, which also
                                                                                                                                              provides cloud software and related

        TECH M&A REVIEW
18                                                                                                                                                                                       19

services to the NHS and the wider public        for police forces, airports etc. They then     Neal Gandhi, CEO of The Panoply said:          Idox has had a tough time as reflected by
sector for the complete recruitment             acquired the eye screening businesses          “FutureGov in every way reflects our own       its share price which is around the level
process, from advertising vacancies and         of EMIS Group for a total cash                 ethos, as a digitally native company built     it was at 5 years ago. They have a new
managing applications to on-boarding            consideration of £15m. The eye screening       for the demands of the 21st century”.          CEO, David Meaden, at the helm but
and induction. Others include cashless          businesses formed the Specialist & Care        The Panoply is in a hurry, having only         despite losing money and having a fair
catering and EPOS provider Nationwide           segment of EMIS Group, which were              listed in December 2018. This is their fifth   bit of debt they are returning to the M&A
Retail Systems (NRS) to expand its              valued at just 0.75x revenues but a healthy    acquisition having acquired digital agency     table acquiring Tascomi for just over £7m
payment systems business. Barnsley-             13.6x profits. Then in June, NPS acquired      Deeson and GreenShoot Labs, a provider         (including its debt). Tascomi, based in
based NRS is an established provider of         Snook, a service design agency which           of enterprise digital solutions using AI,      County Down provides regulatory services
integrated payment solutions, particularly      is the 4th acquisition NPS has made            which is related to Deeson.                    for local government with all its systems
in the education sector where it provides       since it was acquired by NEC in 2018.                                                         cloud-based and natively mobile. Idox are
                                                                                               Advanced has acquired Dublin-based
cashless catering systems to more than          Snook is based in Glasgow and London                                                          paying a punchy 3.7x revs and 10x EBITDA.
                                                                                               CareWorks, a provider of Cloud based
2,000 local authority, school and college       and specialises in redesigning services                                                       They are acquiring a local authority
                                                                                               case management software for health and
customers. Civica also acquired ERS             in the public sector. It looks a good fit as                                                  competitor, but this may well be about
                                                                                               social care organisations. Used by over
Group who had revenues approaching              Snook provides an opportunity for NPS to                                                      technology and moving idox to the cloud
                                                                                               50,000 care professionals, the Company
£40m. ERS was formed in 1988 when it            become involved at an earlier consulting                                                      more rapidly.
                                                                                               supports the goals set out in the NHS’
spun out of The Electoral Reform Society,       stage of a project development.
                                                                                               Long Term Plan to build integrated care        BearingPoint, the large Dutch based
providing end-to-end ballot, election
                                                Granicus, the provider of cloud-based          systems by 2021. CareWorks is a fast-          consultant has expanded their UK Public
and voting services and has managed
                                                software solutions and digital engagement      growing business with 60 employees             Sector team through the acquisition of
more than 50 million registrations. It’s an
                                                services for the US public sector acquired     and operates in the UK, Ireland and            specialist consultancy, Prederi. It’s a bit
impressive list of deals and credit to Robert
                                                Firmstep, a London-based provider of           US. CareWorks is the first acquisition         of an odd one as Prederi only employs
Stroud who has led to the M&A for the past
                                                government service transformation. As          announced since Advanced received an           20 staff with capabilities across finance,
10 years completing over 40 deals.
                                                Granicus CEO, Mark Hynes, explains they        investment from BC Partners. Gordon            strategy, change management, digital
                                                “provide critical services such as permits,    Wilson, CEO of Advanced comments:              and learning and development. The firm’s
                                                applications, licenses, payments and other     “The social care sector in particular          clients include the NHS, local government,

“past
  Civica – 40 deals in the
      decade”
                                                transactions to their communities digitally,
                                                cost effectively and with the unified,
                                                                                               is increasingly becoming a focus for
                                                                                               government as our population ages
                                                                                                                                              regulators and Ministry of Defence,
                                                                                                                                              Ministry of Justice and the Department
                                                consistent and modern experience”.             and we witness a rise in mental health         of Health.
                                                                                               conditions”. Michael Dolan, CEO of
                                                The Panoply Holdings, the digitally native                                                    Servelec was acquired by Montagu
                                                                                               CareWorks will no doubt be delighted.
                                                technology services Group, acquired                                                           Private Equity in a £225m takeover
Meanwhile Capita, which not long ago                                                           Advanced continues to make a series
                                                FutureGov, a leader in digital service                                                        and delisted in January 2018. They
was an acquisition machine, has not made                                                       of in-fill acquisitions. Advanced has also
                                                design for the public and health sectors.                                                     subsequently sold Servelec Controls a
any acquisitions, which says it all. They                                                      acquired workforce management software
                                                Consideration was circa £12m, half in                                                         PE-backed MBO team. Now focused on
are still clearing the decks having sold                                                       company, Kirona. Based in Alderley Edge,
                                                cash and half in shares. Valuation was                                                        healthcare, Servelec has announced the
Construction Online and Supplier                                                               Kirona provides a mobile solution for
                                                1.9x revenues and 8x EBITDA reflecting                                                        acquisition of CareerVision, who provide
Services in 2018.                                                                              businesses with field-based service teams,
                                                the consulting nature of FutureGov. It also                                                   case management and information
                                                                                               with 80% of revenues in social housing. It
Northgate Public Services, which is now         makes sense tying in key management                                                           solutions to local government children’s
                                                                                               also acquired Oyez Professional Services
owned by Japan’s NEC after it paid £475m        with equity in the business going forward.                                                    and young people’s services teams.
                                                                                               and US based application modernisation
in 2018, has started to make a number of        The acquisition transforms the shape                                                          They employ 40 people and look a good
                                                                                               specialists, Modern Systems.
in-fill acquisitions. In early 2019 Northgate   of The Panoply, with circa 45% of group                                                       tuck-in deal for Servelec.
acquired APD Communications, which              revenue now coming from the health
has mission critical control room software      and public sectors following completion.
                                                                                               “Advanced is moving forward”
        TECH M&A REVIEW
20                                                                                                                                                                                     21

                                             communities and economies and is a truly       to create a cloud-based, education-            transaction. Ascent provides custom
HR/EdTech                                    global product, with no tariffs on ideas”,
                                             said OU vice chancellor Mary Kellett in a
                                                                                            ready “student relationship management”
                                                                                            solution. Crimson provides solutions
                                                                                                                                           software development enabling ‘digital
                                                                                                                                           transformation’ (which has to be the
UK based publisher Emerald Group based       statement on the investment.                   to many of the leading universities and        most used tech phrase of 2019) in UK
in Bingley, acquired Mind Tools,                                                            colleges in the UK, including the University   and German markets. Ascent follows
the digital learning and performance                                                        of Cardiff, the University of Aberdeen and     Horizon’s investments in data analytics and
support company. Mind Tools provides
access to 2,400+ resources, including
                                              “No tariffs on ideas”                         Durham University.
                                                                                            UK listed Pearson sold its US textbook
                                                                                                                                           strategy provider Strat 7 in March. In June
                                                                                                                                           it bought out EES for Schools from Essex
articles, podcasts, videos, infographics,                                                                                                  County Council and rebranded it Juniper
                                                                                            business in a very strange deal that
quizzes, etc. Husband and wife team,                                                                                                       Education, whilst also committing £20m
                                             Tech recruiter Harvey Nash Group was           showed a distinct lack of competitive
James Manktelow and Rachel Thompson,                                                                                                       partly to fund yet another buy-and-build
                                             acquired at the very end of 2018 for just      buyers as it got $250m but just 10%
set up MindTools.com, a website where                                                                                                      consolidation in software and services
                                             under £100m by DBAY who already                upfront for a business that makes £20m
people could use short video to learn                                                                                                      provision to primary and secondary
                                             controlled 26% of Harvey Nash shares.          profits. The rest is deferred for between
what it takes to become a successful                                                                                                       schools in the UK. EES is most well-known
                                             DBAY took a significant stake in Harvey        3-7 years. Hardly textbook.
and effective leader. But in this case the                                                                                                 for its school assessment system, Target
                                             Nash in 2017. Valuation of the deal was just
leaders have left, as the founders exited                                                                                                  Tracker, which is used in approximately a
                                             10% of revenues but 9x EBIT. The 130p

                                                                                            “Textbook? Hardly”
the business on sale.                                                                                                                      quarter of primary schools in England. In
                                             valuation looks good relative to its share
                                                                                                                                           2019 Horizon have also completed a total
Hg Capital sold Allocate Software to         price but not so pretty compared with its
                                                                                                                                           of 15 add-on acquisitions for the portfolio
Vista Equity in another private equity       £8 peak in the dotcom boom. DBAY
                                                                                                                                           of 13 growing Technology and Business
pass-the-parcel in the middle of 2018.       are UK value investors who “invest
                                                                                            US BPS specialist, Alight Solutions, was       Service companies.
Since then they have made two further        in companies overlooked or deeply
                                                                                            previously part of Aon Hewitt before it was
acquisitions: firstly, 247 Time, a leading   misunderstood by the market and in many                                                       Sanderson are no over-night sensation,
                                                                                            acquired by PE firm Blackstone. In 2019
cloud-based supplier of contingent           instances out of favour with investors,                                                       having listed over 15 years ago. The
                                                                                            they acquired Hemel Hempstead based
healthcare workforce software. 247 Time      often taking a contrarian view.” They quote                                                   ERP and SCM solutions specialist was
                                                                                            NGA Human Resources, a provider of
provides vendor management, payroll          Benjamin Graham “The intelligent investor                                                     seen as solid rather than spectacular but
                                                                                            HR and payroll services including NGA
and direct engagement technology             is a realist who sells to optimists and buys                                                  nevertheless was acquired in 2019 by US
                                                                                            HR’s platforms - ‘hr.’ a centralised point
to healthcare and enterprise sectors.        from pessimists”.                                                                             based Aptean for just over £90m. Aptean,
                                                                                            to access payroll and ‘euHReka’ a multi-
Followed by, Wambiz, an innovative                                                                                                         itself a provider of ERP and SCM solutions
                                                                                            tenant cloud payroll platform. NGA stands
provider of app-based staff engagement                                                                                                     to the manufacturing industry, was formed

                                              “andA realist
                                                                                            for Northgate Arinso reflecting its history
solutions for the health, education and                     who sells to optimists          when Northgate was a much larger beast,
                                                                                                                                           from the 2012 merger of Consona and
enterprise sectors. Allocate grew revenues           buys from pessimists”                  it is now part of NEC.
                                                                                                                                           CDC. Aptean is ultimately controlled by
                                                                                                                                           funds managed by TA Associates and Vista
an impressive 20% last year.
                                                                                                                                           Equity Partners. They are paying around
London-based online degree platform                                                                                                        2.5x revs or 16x EBIT for Sanderson who
FutureLearn, raised £50m from Australian-    UK listed Tribal, who provide software and
                                                                                                                                           join a very long list of listed companies that
based online job matching group, Seek,
in exchange for a 50% of its equity. Open
                                             services to the education sector have not
                                             made many deals in the past few years but
                                                                                            Cloud Software                                 have been acquired.

University, which had wholly owned the       have acquired Crimson Consultants for                                                         CGI, the $11bn revenue Canadian IT
                                                                                            Horizon Capital made 3 platform
FutureLearn platform, retains the other      2x revenues plus earn-out. Crimson has                                                        consulting and integrator, has surprisingly
                                                                                            investments in 2019. Horizon has made
50% of equity following the Seek Group       been working in the education sector                                                          acquired SCISYS for £79m or about 1.3x
                                                                                            a total commitment of £25 million to the
investment. Clearly this is a move to        for over 10 years and has developed a                                                         revenues and only 8x EBIT. Based in
                                                                                            buy and build of Ascent Software taking
compete with highly funded EdTech            full range of tools that utilise the CRM                                                      Chippenham, SCISYS was listed on AIM in
                                                                                            a majority stake and simultaneously
start-ups. “Education improves lives,        capabilities of Microsoft Dynamics 365                                                        1997 and has an interesting history, having
                                                                                            acquiring TechHuddle in a £30m

        TECH M&A REVIEW
22                                                                                                                                                                                         23

rebranded a few times and has evolved           membership renewal payments by using           accounting changes have recently                 software for capturing, visualizing,
(pretty slowly) taking nearly 40 years to       embedded payments systems. Interesting.        been made relating to how leases are             modelling and sharing of geotechnical
reach revenues of just under £60m. It                                                          recognised on financial statements. Last         data. The addition accelerates Bentley’s
                                                •   APT – Membership software
is now a curious mix of Anglo-German                                                           year ICG joined Hg Capital in taking a           vision of enabling subsurface digital twins
                                                •   Silverbear – CRM platform for
software and services businesses with                                                          stake in IRIS Software Group, valuing it at      for infrastructure projects and assets.
                                                    membership
expertise in Broadcasting, Defence and                                                         £1.3bn, and became one of UK’s largest           Apparently, subsurface digital twins can be
                                                •   Circdata – Conference and exhibition
Space. Globalisation would seem to be                                                          ever private equity led software buyouts.        vital for assessing and managing risks in
                                                    event software
the rationale. George Schindler, President                                                                                                      infrastructure projects, and to the planning,
                                                •   Intelligengolf – Golf club membership
and CEO, CGI said “SCISYS’ industry-                                                                                                            design, construction and operations
                                                    software
leading expertise and IP-based services                                                                                                         of infrastructure assets. Last year they
and solutions will provide an opportunity
to globalise certain platforms utilizing the
                                                •
                                                •
                                                    Decisions – Membership CRM
                                                    instaGiv – Digital mobile fundraising      “areTheallTop 5 UK acquirers
                                                                                                          PE backed”
                                                                                                                                                acquired Legion, a pedestrian simulation
                                                                                                                                                software provider. It simulates and
                                                    for charities
broader CGI geographic footprint and                                                                                                            analyses the foot traffic on infrastructure
                                                •   MillerTech – CRM for NFP
client relationships”.                                                                                                                          assets that include rail and metro stations,
                                                •   Crafty Clicks – Address verification
                                                                                                                                                stadiums, shopping malls and airports.
                                                    software                                   TOP UK BUYERS SINCE JAN 2018
                                                                                                                                                Operators can accurately test designs
                                                •   NetXtra – Digital engagement for NFP
“The future is Clear”                           •   Trillium – CRM provider to
                                                    membership
                                                                                                ClearCourse 14

                                                                                                Access 11
                                                                                                                                                and operational or commercial plans
                                                                                                                                                to enhance footfall, wayfinding, crowd
                                                                                                                                                management and safety.
                                                •   e-clinic – Health clinic management
ClearCourse Partnership are a buy-and-              software                                    Civica 9                                        AVEVA, the UK listed global leader in
build platform that is absolutely smoking.      •   Giftpro – Gift voucher management                                                           engineering and industrial software,
They are by far the most acquisitive            •   BrightOffice – CRM provider                 IRIS Software 7                                 acquired the software assets of MaxGrip,
company in the UK in 2019. Backed by            •   Protech – CRM provider                                                                      an AVEVA partner since 2017. MaxGrip is a
US based Aquiline Partners, they were           •   Clear DirectDebit – Direct debit            Jonas 6                                         pioneer in optimising asset performance
only created in September 2018. Josh                payment services                                                                            with Reliability Centred Maintenance
Rowe their Head of M&A has impressively                                                                                                         (RCM) solutions.
                                                IRIS made 4 acquisitions in 2019 (and 19       Since Accel-KKR’s investment in 2015,
acquired 14 companies already - more
                                                in the past 6 years) including Innervision,    Kerridge (KCS) has made 11 acquisitions.         Sage announced that it has acquired Irish
than one a month. Target companies are
                                                Hosted Accountants and BioStore.               Last year KCS (ERP and supply chain              start-up and Dublin-based AutoEntry,
focused on membership organisations
                                                Hosted Accountants was founded in              solutions) acquired listed Electronic Data       which provides data entry automation
and they help their customers to manage
                                                2008 to bring IT consultancy services          Processing (EDP) for £12m. Late in 2018          for accountants, bookkeepers and
their members and clients, administer
                                                to the UK accountancy sector. Since            they added Insphire (heavy plant software)       businesses. Brendan Woods, Founder
their business workflow and to automate
                                                2015, the business has experienced             and Current RMS (AV and events                   and CEO of AutoEntry, said: “Bringing
their payment processes. The deals are all
                                                strong growth driven by a partnership          software). In 2019 they acquired US based        automation to the front line of accounting
focused on Membership and Payments. It’s
                                                with IRIS for the provision of IRIS Hosting,   MAM Software for $155m. MAM Software             has become arguably one of, if not
quite a collection of deals from a standing
                                                its solution for accountancy practice IT       has solutions for the automotive parts, tyre     the most, influential step changes to
start and quite an integration headache
                                                management. BioStore is a provider             and vertical distribution industries. The deal   accounting in recent years”. Sage said that
at some point. However, Aquiline have
                                                of identity management and cashless            valuation is 4.4x revenues and 35x EBIT          AutoEntry’s 200 employees will continue
already done this successfully in the US
                                                catering solutions to UK schools and           but presumably there will be synergies           to work with the Company. The automation
with TogetherWork and it’s not just a buy
                                                businesses. Innervision provides               which will reduce that heady multiple. Yet       solution is currently used by more than
and build for scale (like say Volaris who are
                                                specialist compliance software and             another PE backed buy-and-build story.           3,000 accounting and bookkeeping
also vertically focused (and who acquired
                                                services, mainly around leasing which                                                           practices, and it services in excess of
20 companies globally in 2019). There is a                                                     Bentley Systems has had twins. Bentley
                                                could be timely as IFRS and GAAP                                                                150,000 businesses.
clear end game to eventually monetise the                                                      acquired Keynetix, a cloud-based

        TECH M&A REVIEW
24                                                                                                                                                                                        25

                                                technology used for e-commerce and            BCA Marketplace (British Car Auctions)
eCommerce                                       data interchange in the supply chain.
                                                In December they acquired UK listed
                                                                                              is not really an e-commerce business but
                                                                                              it sure is behaving like one. The owner of
                                                                                                                                                Communications
Just Eat gobbled up Practi for £7m plus         Netalogue, although you may have missed       We Buy Any Car consumer business has              KCOM has struggled to expand its
earn-out. Practi is a software service that     it as the headline price was just £5m. The    received a private equity backed offer at         operations beyond regional broadband
provides independent restaurants and            Netalogue B2B e-commerce Platform is          a 25% premium to its share price from             and network connectivity into cloud
small chains with tablet-based Point of Sale    used by manufacturers, distributors and       TDR Capital. Meanwhile shares in UK car           hosting and managed services provision.
(PoS) and restaurant management systems         wholesalers to create B2B e-commerce          dealers are generally heading in the other        Revenues were flat. The appointment of
to help them manage their businesses            websites to sell their products online.       direction. Shareholders in BCA, including         ex-BT executive, Graham Sutherland, and
more efficiently. Just Eat will now be able     Clients include Marstons, Chubb, Bunzl        the cash strapped Neil Woodford, are not          other key boardroom changes in January
to provide its restaurant partners with PoS,    and Greene King.                              surprisingly very interested. 12x forward         all came a bit late. So a bid for £504m from
cash and card payment handling, inventory                                                     EBITDA is pretty good for a car retailer          the Universities Superannuation Scheme
                                                Blackstone acquired a majority stake in
management, kitchen operation and                                                             in a very tough market. Another deal in a         (USS) went down well, following a difficult
                                                dating app start-up, MagicLab, for $3bn.
employee management systems, all within                                                       long list of PE buyers using cheap debt to        period for the East Yorkshire telco. Just
                                                Founded in 2006 by London based Andrey
a single software package across multiple                                                     leverage cash flows.                              a few weeks later up popped Macquarie
                                                Andreev, MagicLab’s suite of brands
devices. An interesting deal but Just Eat are   – which includes the dating and social        British tech unicorn, Deliveroo, has              Infrastructure who gazumped USS with a
about to get eaten after a £6bn deal with       networking apps Bumble and Badoo – has        acquired Scottish software design and             £563m offer, some 12% higher.
Takeaway.com.                                   connected over 500m people around the         development firm, Cultivate, giving it a          Another example of the wonders of
                                                world across dating, social and business.     tech hub in Edinburgh. The Scottish firm          “competitive tension”.
                                                As part of the acquisition, Mr Andreev is     helped build Deliveroo’s payments systems
                                                stepping down from the business. He will      and will continue to work on improving
“Eat or be eaten”                               be replaced as CEO by the fabulously
                                                named Whitney Wolfe Herd, Founder and
                                                                                              the payments experience for couriers
                                                                                              and partner restaurants, provide more              “adds
                                                                                                                                                   Competitive tension
                                                CEO of Bumble.                                data to both, as well as additional ways to              value in Hull”
GoCompare, the listed group founded                                                           offer financial support (e.g. with cash flow
                                                Mercell, a provider of e-tendering SaaS
in Wales by Hayley Parsons has acquired                                                       management). Deliveroo says it currently
                                                solutions in the Nordic region has acquired
Look After My Bills for £6m upfront, plus                                                     works with over 80,000 restaurants and            Last year UK based GCI raised a £60m
                                                EU Supply for £15m or 3x revenues.
£2.5m deferred, plus up to a further £4m                                                      take-aways, as well as 60,000 riders.             war chest from Mayfair Equity Partners to
                                                Headquartered in Oslo, Norway, and with
earn-out i.e. a max of £12.5m. Look After       a market presence in seven countries,         In a creative deal, OnTheMarket acquired          fund acquisitions. They are now spending
My Bills (who offer energy savings through      Mercell’s software solutions simplify the     a 20% share in Glanty, the owner and              it, acquiring Modality Systems and
price comparison services for consumers)        public procurement process. In July 2018,     developer of ‘teclet’, an automated portal        Nasstar in 2019. Modality is a Microsoft
appeared on Dragon’s Den in 2018. Will          Mercell received investment by Viking         for the residential lettings industry. The plan   communications and collaboration
Hodson & Henry De Zoete, Co-founders            Venture, a leading Nordic B2B SaaS            is to deliver an agent backed alternative         practice with operations in the UK, US, Asia
of Look After My Bills, said: “Look After       investor. EU Supply has been listed on        to Rightmove and Zoopla. OnTheMarket              and Australia. The acquisition will enable
My Bills is on a mission to ensure no-one       AIM since 2013 but is actually a Sweden       has also agreed an option to acquire the          GCI to expand its business internationally
gets ripped off again, ever. We are proud       based e-procurement business. Their           remaining 80% of Glanty. The plan is to           for the first time and capitalise on the
to share that vision……Why spend hours           CTM™ platform is used by over 8,000           provide capital until Glanty breakeven in         growing global market for its Microsoft-
finding a decent price each year when you       European public sector bodies. EU Supply      2021, and they then have a right to acquire       based, cloud-enabled communications
can appoint an expert to deal with all the      shareholders will be happy as the shares      the balance for up to £12m based on               services. Microsoft Teams has become
hassle for free?” Quite.                        have fallen from 45p in 2014 to 10p at the    results in the next 3 years.                      Microsoft’s fastest growing business
                                                start of 2019. Why it was ever listed, I am                                                     application of all time and leveraging its
TrueCommerce is a KKR owned global
                                                not sure.                                                                                       growth appears to be a key driver here.
provider of software and communication

        TECH M&A REVIEW
26                                                                                                                                                                                          27

James Rodd, Modality CEO said: “We            role in consolidating what we see as a                                                             team, now almost 200 strong. CentralNIC
believe there is great potential given
that Microsoft Teams alone is set to
                                              fragmented industry”.
                                                                                              “
                                                                                              Convergence at last        ”                       has acquired 5 companies in the past year,
                                                                                                                                                 tripling revenue. They are paying $48m
become the second-biggest workplace                                                                                                              for Team Internet, funded via a bond issue
collaboration app by 2020, surpassing                                                                                                            and seem to be paying just 5x EBITDA.
                                                                                                  The Access Group is another successful
both Slack and Google Hangouts”.
Telford-based Nasstar has an interesting
                                              ICT Managed                                         PE owned buy-and-build factory focused
                                                                                                                                                 That seems a good deal but apparently
                                                                                                                                                 the real potential of the deal is to cross-
history. David Redwood originally founded     Services                                            mainly on the mid-market but its 6
                                                                                                  acquisitions in 2019 are across a disparate
                                                                                                                                                 sell and bundle its domain monetisation
the company, called e-know.net, in 1998                                                                                                          service with a portion of CentralNic’s
after he famously came out of retirement                                                          range of sectors. Backers Hg Capital and       domain name registrations, of which it has
                                              The ICT managed service sector has
because Mrs Redwood got sick of having                                                            TA Associates are funding a steady stream      18.6m under management. It will double
                                              been and remains at the forefront of the
him around the house. Before attempting                                                           of in-fill acquisitions and no wonder as the   CentralNic’s size.
                                              convergence between IT and Telecoms and
to retire, David had previously founded                                                           business is flying with latest revenues and
                                              with the adoption of IP Telephony service.                                                         SysGroup has acquired Certus IT for
a systems integration business called                                                             EBITDA up 40%. No wonder Hg valued it at
                                              This long talked about convergence is                                                              an initial cash consideration of £8m. The
Largotim in 1979 that he grew into a £60m                                                         £1bn. 2019 additions include: People HR,
                                              getting ever closer at an accelerating pace.                                                       Company also raised £10m from the
business before selling to TRW in 1997. The                                                       a Doncaster based HR solutions provider
                                              As a result, Telecoms Service suppliers are                                                        capital markets, which, in addition to its
DNA of the business from day one was fully                                                        and The Payroll Service Company, a
                                              seeking IT skills and vice versa. Hence the                                                        new £5m banking facility from Santander,
hosted and fully managed services, with                                                           Cambridgeshire based Payroll solutions
                                              current wave of PE owned consolidators                                                             will enable greater fire power for more
technical support 24/7. In 2014, e-know.net                                                       provider, Eazy Collect, one of the UK’s
                                              that are aggressively growing by acquisition                                                       deals. In 2015, Certus IT was named the
merged with Nasstar in a reverse takeover                                                         leading payment platform providers for
                                              at a rate not seen before. In particular, the                                                      Dell EMC Cloud Partner of the Year, and
to form the Nasstar Group.                                                                        SME’s, not-for-profit, blue-chip corporates
                                              following have been active:                                                                        the acquisition will bring Dell EMC Gold
GCI are on a roll.                                                                                and public sector. Eazy Collect processes
                                                                                                  in excess of 4m payments per year,             Partner status to the enlarged group.
                                              PE OWNER                CONSOLIDATOR                                                               This will complement SysGroup’s existing
                                                                                                  with a consolidated value in excess of
                                                                                                                                                 portfolio of senior vendor partnerships,
“theDon’t
                                               Charlesbank             6degrees                   £400m, Joyful, a Not-For-Profit donor
          hang around                                                                             and member attraction website software         including WatchGuard Platinum Partner,
      house”                                   BGF                     Olive Comms                supplier with over 10 years’ experience        Microsoft Gold Datacentre Partner and
                                                                                                  providing software exclusively to Charity      Kaspersky Gold Partner. SysGroup also
                                               August Equity           Charterhouse               and Membership organisations. Riliance,        acquired Hub Network Services based in
                                                                                                  an online training, compliance and risk        Bristol. HNS is a managed connectivity and
Inflexion invested in managed IT and           Apiary                  Connect                                                                   co-location solutions provider. The deal will
                                                                                                  management solution provider in the Legal
communication services business,               Beechtree               Wavenet                    Sector with £3m revenues. Volcanic, a          see HNS’ network infrastructure, supply
Ridgewall Group, and backed the                                                                   recruitment and staffing website software      agreements and extensive experience
simultaneous acquisition of QDOS SBL,          ECI                     ITLab                      supplier with over 10 years’ experience        in the industry compliment and expand
a specialist provider of managed IT                                                               providing software exclusively to the          SysGroup’s existing managed IT and cloud
and communications to the hospitality          Horizon                 Timico                     recruitment industry and Unicorn, the          hosting offering.
industry. Ridgewall was created in 2011                                                           provider of learning technology solutions.
                                               LDC                     OneCom                                                                    Computacenter has started an overseas
and provides business critical services
                                                                                                  CentralNic, the AIM-listed provider of         push, in 2018 it bought San Francisco
in IT, communication and cyber security
                                               Dunedin                 Incremental                internet domains continues to grow             based, FusionStorm, a Sourcing and
to SMEs. QDOS SBL is Ridgewall’s 4th
                                                                                                  aggressively through acquisition. They         Professional Managed Services specialist.
acquisition in the last year. The combined
                                               Livingbridge            Giacom                     acquired Munich based domain name              Computacenter paid an initial cash
group now employs over 100 people.
                                                                                                  monetisation services provider, Team           consideration of $70m and will pay an
Dominic McAnaspie, Chief Executive,            Mayfair Equity          GCI                        Internet, adding 40 staff to its German        additional $20m depending on profit
Ridgewall is staying to “take a leading
                                               Inflexion               Ridgewall

        TECH M&A REVIEW
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