UK Technology M&A Review - January 2021 GLOBAL TECH BANKING - ICON Corporate Finance

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UK Technology M&A Review - January 2021 GLOBAL TECH BANKING - ICON Corporate Finance
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UK Technology
M&A Review
January 2021

      GLOBAL TECH BANKING
UK Technology M&A Review - January 2021 GLOBAL TECH BANKING - ICON Corporate Finance
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Contents                                                                                      Key
                                               •    The strangest of years but massive
                                                    government stimulus in response to
                                                    COVID-19 – whatever it takes

                                                                                              Findings
                                               •    Interest rates fell to record lows and
    3   Key Findings                                squeezed valuations even higher
                                               •    Wave of cheap money fuelling strong
    6   Highlights                                  equity markets -NASDAQ up 43%
                                                    last year. FANG+ doubled
10      UK Technology M&A                      •    Retail investors created bubbles in       •      Overseas buyers are still key in UK,
13      FinTech                                     the likes of Bitcoin, Tesla and US               and accounted for a record 48% of
                                                    Cloud software IPOs                              deals in 2020
14      Legal & Compliance
                                               •    Lots of UK Technology M&A activity,       •      Consolidation in Payments, Logistics,
15      Property Related                            over 700 deals. Q4 was up 6% YoY –               Legal, Property, Education and digital
                                                    near record volume                               transformation
17      Transport & Logistics
                                               •    UK valuations rose again, 5x              •      Busiest acquirers in UK in 2020 were
19      Hardware                                    revenues is increasingly common                  PE backed – such as Advanced,
19      Cybersecurity                                                                                Access, Clearcourse but also
                                                                                                     included new buyers from Australia
21      IOT/AI & Machine Learning                                                                    and Scandinavia
22      EdTech                                     NASDAQ - WHAT CRISIS?                      •      We have a vaccine, Donald has
                                                                                                     gone, Brexit is behind us – what can
23      Human Capital Management Tech
                                                                                                     possibly go wrong?
24      Cloud Software                             13.5k

25      Information Management
                                                   12.5k
26      eCommerce
27      Communications                             11.5k
30      ICT Managed Services
33      Computer Games                             10.5k

34      Risers & Fallers
                                                   9.5k

36      US Technology M&A
                                                   8.5k

40      Alternatives – IPOs & Private Equity
                                                   7.5k
44      ICON Selected Deals
                                                   6.5k

                                                   5.5k

                                                          1/19   4/19   7/19   10/19   1/20   4/20     7/20   10/20   1/21
        TECH M&A REVIEW
4                                                                                                                                                                                                                                                                                                                   5
                                                   No. GLOBAL
             Key M&A                            TECH M&A DEALS Q4

                                                                                                                 201

                                                                                                                                                                                                                                                                                           20
                                               2,534
             Statistics

                                                                                                                                                                                                                                                                                             19
                                                                                                                    9
                                                                                                                                                                                                                              UK PRICE to EBIT (x)

                                                                                                                 2326 / 2534

                                                                                                                                                                                                                                                                                                16.2
                                                                                                                                                                                                                               12mth AVERAGE

                                                                                                                                                                                                                                                                                                     / 18.4
                                                                                                                                                                                                                               18.4

                                                                                                                                                                                                                                                                                                    2 02 0
                                                       +9%

                                                                                                                20
                            20

                                                                                                           20
                       20
                                                                                                                                                                                             19
                                                                                                                                                                                                   210 / 223      2 02 0
                                                                                                                                                                                                                                                                                                              2019
                                                                                                                          No. UK TECH
               96

                                                                                                                                                                                           20                                                                                                                        37%
                      No. GLOBAL
             86

                 TECH M&A DEALS YEAR                                                                                    M&A DEALS YEAR                                                                                                                                                                                     /
     /
9465

                                                                                                                                                                                            No. UK TECH

                                                                                                                                    711

                                                                                                                                                                                                                                                                                                                           48
                                                                                                2 02 0
                     8,696

                                                                                                                                                                                                                                                                                                                             %
                                                                                                                                                                                           M&A DEALS Q4

                                                                                                                                                                                                                                                                                                                               20
                                                                                                                                                                                                                                                            UK PERCENTAGE of
  2019

                                                                                                                                                                                                                                                                                                                               20
                                                                                                711
                                                                                                                                                                                             223
                                                                                                                                                                                                                                                          CROSS BORDER DEALS

                                                                                                    /                                                                                                                                                                           48%
                                                                                                877
                                     -8%                                                                                                -19%
                                                                                                            9
                                                                                                          01    2                                                                                       +6%
             Key Macro
             Statistics                                                   NASDAQ
                                                                                                                      DE

                                                                                                                                                                                                             0

                                                     12,890
                                                                                                                        C3

                                                                                                                                                                                                    2   02
                                                                                                                                                                                                 31
                                                                                                                          1 2 019

                                                                                                                                                                                             C
                                                                                                                                                                                       DE
                                  31 2020
                       72
                            DEC                                                                                                                                                                        US$/£

                                                                                                                                                                                       .36
                                                                                                                     9 0 06 /

                 /   64                                                                                                                                                                            EXCHANGE RATE

                                                                                                                                                                               1.33 / 1
                                                                                                                                                                                                   1.36
         42

                                                                      +43%
      75

                                 FTSE
                                                                                                                              128

                                                                                                                                                                                                                                                                                                       BITCOIN (US$)
   019

                 6,472
                                                                                                                                  9

                                                                                                                                                                                  1 2019
                                                                                                                                                                                                                                                                                           29,000
                                                                                                                     0D
D E C 31 2

                                                                                                                                                                                                                                                               E C 31 2 0 2 0
                                                                                                                EC
                                                                                                                                      2 019   3111 / 6
                                                                                                                           C 31                          311
                                                                                                         31

                                                                                                                                                                                C3
                                                                                                                      DE
                                                                                                    02      2
                                                                                                0                                                            D
                                                                                                                                                                                    DE
                                                                                                                                                                                                                 +3%
                                                                                                                                                                 EC
                                                      D EC                                                                                                            3
                                                             31
                                                                2   01
                                                                                                                                                                      12

                                                                                                                                                                                                                                                               000 D
                                                                      9
                                                                          4
                             -14%
                                                                                                                                                                          02

                                                                                                                                                                                                                                D EC
                                                                                                                                                                                                                                                                                                         +302%
                                                                                                                                                                          0

                                                                                                                         NYSE FANG+
                                                                          16

                                                                                                                                                                                                                                       31 2
                                                                                                                                                                                                                                              01
                                                                            7/

                                                                                                                                                                                                                                                                           / 29
                                              FTSE techMARK                                                                                                                                                                                     9
                                                                                                                                                                                                                                                    4

                                                                                                                 6,311
                                                                              407

                                              4,070

                                                                                                                                                                                                                                                                        17
                                                                                                                                                                                                                                                    38

                                                                                                                                                                                                                                                                       2
                                                                                 0

                                                                                                                                                                                                                                                        /5

                                                                                                                                                                                                                                                                     7
                                                                                                                                                                                                                           UNICORNS
                                                                               D E C 31 2 020

                                                                                                                                                                                                                                                                                  9
                                                                                                                                                                                                                                                          13

                                                                                                                                                                                                                                                                                01
                                                                                                                                                                                                                           513
                                                                                                                                                                                                                                                                                  2
                                                                                                                                                                                                                                                                                      31

                                                                                                                                                                                                                                                          DEC
                                                                                                                                                                                                                                                                                           C
                                                                                                                                                                                                                                                                                               DE

                                                                                                                           +103%

                                                                                                                                                                                                                                                           31 2 0 2 0
                                                 -2%
                            TECH M&A REVIEW                                                                                                                                                                                +17%
6                                                                                                                                                                                                                                             7

                                                                                                                                                                 UK TECH M&A

Highlights
                                                                                                                                                                 DEALS (No.)

                                                                                                                                                                                                   248
                                                                                                                                                                                            227

                                                                                                                                                                                                                                        223
                                                                                                                                                                                                               210
                                                                                                                                                                                      206
2020 was the strangest of years, clearly                                      Central Banks are doing “whatever it

                                                                                                                                                                                                                     199
                                                                                                                                                                                                         192
                                                                                                                                                                        192
COVID-19 has had a massive impact,                                            takes” to reduce the economic impact of
disrupting life globally. Health has risen                                    the pandemic. As a result, interest rates

                                                                                                                                                                              168

                                                                                                                                                                                                                                  165
                                                                                                                                                                 163
to the top of the agenda but with mass                                        are at record lows and look set to remain
vaccinations being rolled out in 2021,                                        at near zero for the foreseeable future.

                                                                                                                                                                                                                            124
there is light at the end of the tunnel.                                      Many bonds are now negative yielding,
Microsoft Teams/Zoom and digital                                              which has pushed more money into
working have clearly boosted the Tech                                         riskier assets. The Technology sector has
sector, accelerating digital transformation
by years and enabling Tech M&A activity
                                                                              again been a prime beneficiary. So, while
                                                                              the FTSE fell 14% last year, remarkably
                                                                                                                               “bounce
                                                                                                                                 UK tech deals also
                                                                                                                                       back to near
to continue relatively unaffected. The                                        the NASDAQ was up over 40% and the
report showcases the wide selection of                                        FANG+ index doubled. While bond yields           record highs – up                 Q1     Q2    Q3      Q4    Q1     Q2    Q3    Q4    Q1     Q2    Q3    Q4
UK tech M&A deals that closed in 2020.                                        stay super low, lofty valuations of growth
                                                                                               stocks are likely to persist.
                                                                                                                               6% in Q4   ”                      2018                       2019                     2020

                                                                                               US 10-year bond yields are
                                                                                               currently 1%. The last tech
GLOBAL TECH                                                                                                                                                                         In UK there were 711 Tech M&A deals
                                                                                               market wobble in 2H18 was       There is clearly a bubble led by private
M&A DEALS (No.)                                                                                                                                                                     in 2020. Despite all the Brexit and COVID
                                                                                               caused when these yields        investors in some assets. Just look at               uncertainty, that is similar to both 2017
                                                                                               increased to 3%. So, the        bitcoin and valuations of Tesla, Airbnb,             and 2018 and only a slight drop on 2019,
                                                                                               key to stretched valuations     Zoom, Snowflake. Although the NASDAQ                 which was a record year. In fact, the
                          2547

                                                                                  2534

                                                                                               is low interest rates.
                                 2486

                                                                                                                               PE of 25 is high, it is nowhere near dotcom          recovery was so strong that 4Q20 was up
           2379

                                        2364
    2331

                   2344

                                                      2326
                                               2289

                                                                                                                               bubble valuations. IPO volumes remain                6% YoY in UK. The acceleration in digital
                                                                           2263
                                                             2213

                                                                                                                               quite subdued but there have been a few              working in the M&A process with video-
                                                                                                                               huge successes with record valuations                conferencing, virtual data-rooms and
                                                                                                                               (Snowflake on 150x revenues) and the                 Cloud computing has been key.
                                                                                              “bounce
                                                                                                Global tech deals
                                                                    1685

                                                                                                                               emergence of the SPAC which raised
                                                                                                                                                                                    UK Tech valuations continue to climb
                                                                                                      back to near             a whopping $79bn in 2020. On top of
                                                                                                                                                                                    towards 20x EBIT. Some valuations
                                                                                              record levels in Q4”             this wave of cash, driven by FOMO, US
                                                                                                                               companies borrowed a record $2.5tn last
                                                                                                                                                                                    are significantly higher, particularly for
                                                                                                                                                                                    higher growth, Cloud-based software
                                                                                                                               year, driving leverage to an all-time high.
                                                                                                                                                                                    businesses, with Keysight, Byggfakta,
                                                                                                                               There is simply a tsunami of cheap funding
                                                                                                                                                                                    RELX, Elmo, Tracsis and Broadridge,
                                                                                                                               looking for a home. Many used these
                                                                                                                                                                                    Ideagen and Aptean all paying over 5x
                                                                                                                               funds to plug the hole created by COVID,
    Q1     Q2      Q3     Q4     Q1     Q2     Q3     Q4     Q1     Q2     Q3     Q4                                                                                                revenues for UK targets.
                                                                                                                               while others used the funds for M&A. As a
2018                             2019                        2020                                                              result, there were 4,700 global tech M&A             Accelerating digitalisation is ongoing and
                                                                                                                               deals in 2H20, up 4% YoY and three of the            is at the core of much of the UK M&A
                                                                                                                               largest US deals were at valuation of more           activity. In addition there are three main
                                                                                                                               than 30x revenues.                                   drivers in UK Tech M&A:

                  TECH M&A REVIEW
8                                                                                                                                                                                               9

•   Overseas acquirers now account              adaptable to external changes – which is              PRICE/EBIT SECTOR SPLIT
    for a record high, representing 49%         pretty handy in COVID. 2021 is the year of
                                                                                                24x
    of all Tech deals in UK (up from 37%        the Metal Ox, and its message couldn’t be
    last year). Throughout 2020 we saw
    significant activity in the UK from
                                                clearer: Success will come to those who
                                                work hard. Really hard. Oxen are reliable       22x                                                                “disconnect
                                                                                                                                                                     Tech valuations
                                                                                                                                                                               from
    Aptean, MRI Software, Descartes,            and strong working animals. That sounds
    HelpSystems, Microsoft, Broadridge,         encouraging, if a little dull.                  20x
                                                                                                                                                                   Comms sector”
    Accenture and Keysight, alongside
                                                                                                                      Comms
    some newer names like Byggfakta
                                                                                                18x

                                                   “
    (Scandinavia) ELMO (Australia) and
    MessageBird (Holland).                           Global Valuations
•   Private equity
    funded buy-and-
                                                   jump above 20x EBIT            ”             16x

                                                                                                                                          IT
    build programs                                                                              14x
    continued at pace,              TECH M&A VALUATIONS – GLOBAL
    notably: ClearCourse         2.5x                                                     25x   12x
    Partnership, Juniper
    Education, Advanced,
                                                                                                10x
    Access Group, Iris                                            Price/revenue                          2012   2013 2014 2015   2016 2017 2018 2019 2020
    and Civica. They                                                  (LHS)
    seem to be pigging
                                 2.0x                                                     20x
    out on a wave of
    cheap money.
                                                                                                                                      TECH M&A VALUATIONS – UK
•     Restructuring. A                                                                                                             3.0x                                                   28x
      series of restructurings
      started before
                                 1.5x                                                     15x
      COVID-19 hit and is
                                                                     Price/EBIT                                                                 Price/EBIT
      likely to continue as                                            (RHS)                                                       2.5x                                                   23x
                                                                                                                                                  (RHS)
      businesses refocus.
      For example, in the UK
      Babcock sold its cyber
      arm, BT sold Tikit, and
      European operations,
                                 1.0x
                                         2012 2013 2014 2015 2016 2017 2018 2019 2020
                                                                                          10x
                                                                                                 “also
                                                                                                   UK Valuations
                                                                                                       jump – now
                                                                                                                                   2.0x                                                   18x

      and Capita have
      exited its Education
                                                We have a vaccine and we no longer have
                                                                                                 approaching
      and Legal software businesses to
      reduce debt. Elsewhere Sage, Equiniti,
                                                to deal with uncertainty of Brexit or ‘The
                                                Donald’. Consequently, stock markets
                                                                                                 20x EBIT        ”                 1.5x                                                   13x

      Admiral and Cobham have all sold
                                                have rallied globally. Yet the pandemic is
      non-core divisions.                                                                                                                                    Price/revenue
                                                worsening and political tension is rising                                                                        (LHS)
Those who follow the Chinese zodiac             in the US. What can possibly go wrong in                                           1.0x                                                   8x
will know that last year was the Year of        2021? Best to keep your head down and                                                      2012 2013 2014 2015 2016 2017 2018 2019 2020
The Rat, an animal known to be highly           work hard.

        TECH M&A REVIEW
10                                                                                                                                                                             11

                                                                                            UK TECH M&A – OVERSEAS ACQUIRERS

UK Tech M&A
                                                                                                                                                      two years. With interest
                                                                                                                                      49%
                                                                                                                                                      rates remaining low and
                                                                                                                                                      significant funds raised
                                                                    “ Foreign buyers jump
                                                                    to nearly 50% of UK              36%
                                                                                                                     38%
                                                                                                                              37%
                                                                                                                                                      yet to be spent, this
                                                                                                                                                      is set to remain a key

                                                                                     ”
2019 was a record year for UK Technology M&A
                                                                                                             34%                                      driver. We have seen
                                                                    deals – a record          32%
                                                                                                                                                      a wave of PE backed
activity with the number of deals up a massive 20%.
So, against a very strong base, it is remarkable                                                                                                      buy-and-build deals in
that, despite endless Brexit uncertainty and COVID                                                                                                    the past few years and
lockdowns, activity recovered so quickly during 2020.                                                                                                 that is unlikely to change
Having fallen by 50% YoY in                                                                                                                           in 2021.
Q2, by Q4 the market had                                                                                                                           Interest from buyers of
fully recovered; remarkably                                                                                                                        UK Tech companies
Q4 was 6% higher than                   UK TECH DEALS QUARTERLY CHANGE YoY
                                                                                                                                                   remains very strong.

                                                                                              244

                                                                                                     303

                                                                                                             254

                                                                                                                      280

                                                                                                                              324

                                                                                                                                      338
2019, making it one of the             +10%                                                                                                        We ran an ICON Snap
most active quarters for UK                                                                                                                        Survey in the midst of
tech M&A deals ever.                                                                                                                               lockdown in May 2020.
                                        0%                                                   2015    2016   2017    2018    2019   2020            We asked all the Top
                                                                                                                                                   UK acquirers of 2019
                                     –10%                                                                                                          what their appetite for
“Bouncebackability”                  –20%
                                                                                                                                 acquisitions was in 2020. Surprisingly,
                                                                                                                                 100% of those responding indicated that
                                                                                                                                                              they were still
                                     –30%
                                                                                                                                                              interested in
Despite COVID, Brexit,                                                                                                                                        acquiring Tech
                                                                                                    UK TECH M&A – PE/VC BACKED ACQUIRERS                      businesses
lockdowns and travel                  –40%
restrictions, cross-border                                                                                                                                    in 2020.
deals accounted for a                                                                                                                                         They weren’t
record high 48% of all deals          –50%                                                                                                                    kidding. It was
in UK in 2020. Normally                                                                                                                                       a busy year,
in economic downturns                 –60%                                                                                                                    despite its
                                               Q1 2020    Q2 2020   Q3 2020    Q4 2020                                       23%     24%                      challenges.
overseas buyers tend to pull                                                                                                                   23%
up the draw-bridge and re-                                                                                             21%
focus. However, that was far                                                                                  20%
from the case in 2020. In fact, the breadth of overseas
buyers has broadened considerably with significant
                                                                                                      16%
new buyers from Australia, Scandinavia and Europe in
addition to the normal wave of US buyers.
Private equity funded acquisitions also remain one
                                                                                                       122

                                                                                                               166

                                                                                                                       153

                                                                                                                               171

                                                                                                                                        211

                                                                                                                                                162
of the key drivers behind tech M&A activity in 2020.
The total VC/PE backed acquisitions accounted for
23% of all deals in 2020, which is similar to the last
                                                                                                      2015    2016     2017    2018    2019    2020
        TECH M&A REVIEW
12                                                                                                                                                                                13

Largest UK Tech M&A Targets in 2020
                                                                                                                                           advisers, with Funds Under Management
                           EV £m   PURCHASER   TARGET   EV / T/o (x)                        FinTech                                        of £14bn. It has around 1,500 adviser
                                                                                                                                           relationships and over 90,000 underlying
                                                                                            The biggest deal of the year was the           customers. The acquisition gives M&G
34,000                                                                       9.2                                                           the capability to offer third-party fund
                                                                                            announcement that S&P Global was
                                                                                            to acquire IHS Markit for £34bn or 9x          management services, as well as ISA, SIPP
                                                                                            revenues. Consolidation in financial           and GIA wrappers on a single platform.
30,000                                                                               22.0
                                                                                            information is leading to ever larger deal     Shareholders clearly approved, as the
                                                                                            sizes, beating the £24bn acquisition of        shares jumped after the announcement.
2,078                                                        1.4                            Refinitiv by London Stock Exchange last        Interactive Investor acquired The Share
                                                                                            year. IHT Markit started life as Information   Centre in a cash and shares deal worth
                                                                                            Handling Services, offering aerospace          around £62m, the two companies had
         890                                                                  9.4           engineers product catalogue databases.         been in talks for some time. Again, it’s
                                                                                            It is fair to say that it has moved on since   about gaining scale to sustain profits
                                                                                            then. The fact that the deal is an all-share   with continued investment in the platform
         850                                                  2.3                           merger around current share prices shows       technology. Shareholders will be happy as
                                                                                            you where we are in the cycle though. Late.    it’s a 41% premium to the pre-deal share
                                                                                            Broadridge has acquired FundsLibrary,          price. Share Centre executive chairman
            650                                                     4.6
                                                                                            a leader in fund document and data             Gavin Oldham said it would “transform”
                                                                                            dissemination from Hargreaves Lansdown.        its business and work towards “a more
               543                                               3.4                        FundsLibrary’s services link fund managers     egalitarian form of capitalism” in the
                                                                                            to distributors and investors to provide       coming years.
                                                                                            information supporting fund sales. The         Australian listed Bravura acquired
               508                                                  4.5                     solution helps fund managers increase          Delta Financial Systems for up to
                                                                                            distribution opportunities and comply with     £23m which is 3.8x revenues for the
                                                                                            both UK domestic and EU regulations            business that is growing 20-30%. Delta
                 400                                               4.0                      such as Solvency II and MiFID II. The cost     provides technology to power complex
                                                                                            of £53m equates to an impressive 7x            pensions administration to support the
                                                                                            revenues or nearly 30x profits.                administration of SIPPs and SSASs.
                     235                                         3.3
                                                                                            All the 2020 headlines in the payments         Bravura is on a roll, having acquired
                                                                                            space were taken by mega deals from            two companies in 2019 - FinoComp,
                     265                                                     8.7            Worldine and Nexi (see below). In the UK,      extending microservices offering to a
                                                                                            payment solutions firm Paypoint acquired       broader wealth management market, and
                                                                                            card payments and terminal leasing             Midwinter which has developed financial
                       110                                                          13.8    businesses Handepay and Merchant               planning software ‘AdviceOS’.
                                                                                            Rentals enabling it to reach into new SME
                                                                                            sectors - including groceries, hospitality,

                                                                                                                                             “merging
                       107                                         4.1                      food services and auto trade. At £70m the          Crowdfunders are
                                                                                                                                                     ”
                                                                                            valuation was over 4x revenues.
                       104                                      3.0                         M&G acquired Royal London’s platform
                                                                                            business Ascentric, a leading digital wrap
                                                                                            and wealth management platform for
                           73                                          6.1

         TECH M&A REVIEW
14                                                                                                                                                                                   15

Other deals that are notable are                 over 20 acquisitions, following others       and-build factory focused mainly on the      £27.3m to conveyancing client O’Neill
Euromoney Institutional Investor                 such as Redland Solutions, (RegTech)         mid-market and is performing well with       Patient Solicitors LLP. The valuation of
acquiring WealthEngine for $14.5m.               and Optima Diagnostics (compliance)          revenues and profits up nearly 50% last      3x revenues at 11x EBITDA is solid but
WealthEngine was a software-as-a-                in 2019. To close the year with a bang,      year. They completed eight deals in 2020     unspectacular, perhaps reflecting the sale
service (SaaS) platform that offered             having raised nearly £50m to fund more       up from six the prior year, backed by Hg     to a large customer rather than a tech
intelligence and predictive analytics to         deals in December, they went Xmas            Capital and TA Associates.                   buyer.
wealth managers, luxury brands and not-          shopping paying £28m or 2.8x revenues
                                                                                                                                           In other deals: Levine Leichtman
for-profit organisations. In addition, there     on Huddle, a collaboration and workflow
                                                                                                                                           acquired BigHand (law firm workflow and
were deals from Infront AB, who acquired
order management software NB Trader,
                                                 platform for regulated industries. The
                                                 shares rose an impressive 40% in 2020.       “moving
                                                                                                Advanced is                                productivity) from Bridgepoint and LDC.
and Crowdcube acquired Seedrs.
Ironically the crowdfunders are merging,
                                                 Mitratech, a US provider of legal
                                                                                                      forward    ”                         Thomson Reuters acquired CaseLines
                                                                                                                                           which has a platform that provides a
                                                 and compliance software, acquired                                                         single, secure home in which to manage
rather than raising new capital!
                                                 ClusterSeven to boost its data privacy                                                    all types of legal evidence (400,000 trials
                                                                                              BT has sold its legal, accounting and
                                                 and information governance efforts.                                                       have used it). This effectively digitises
                                                                                              professional services software business
                                                 ClusterSeven, based in London, provides                                                   court processes by essentially eliminating
                                                                                              Tikit, which it acquired for more than
                                                 a solution for discovering, managing and                                                  paper and creating digital court files.
Legal and                                        monitoring “Shadow IT” – the hidden,
                                                                                              £64m back in 2012. It was a strange deal
                                                                                              at the time and looks to have found a
                                                                                                                                           Finally, Tenzing’s portfolio company
Compliance                                       sensitive End User Computer (EUC)
                                                 applications, spreadsheets, data assets
                                                                                              better home in Advanced, who acquired
                                                                                                                                           CTS has acquired two legal specialist
                                                                                                                                           managed service providers, Sprout IT
                                                                                              Tikit in March. It is clearly non-core for
                                                 and other applications that lie outside of                                                and City Business Solutions (CBS). Nigel
                                                                                              BT and continues the trend of large
                                                 IT’s control.                                                                             Wright, CEO of CTS, commented: “These
“shares
  Ideagen – 3 deals and
        up 40% in 2020”
                                                 Access acquired Capita’s Eclipse Legal
                                                 Systems, for £56m. It had pre-tax profit
                                                                                              corporates exiting non-core assets to re-
                                                                                              focus. Advanced received funding in 2019
                                                                                              from PE (BC Partners, with Vista Equity
                                                                                                                                           acquisitions underline our commitment to
                                                                                                                                           the sector and to our mission to become a
                                                                                                                                           legal sector powerhouse”.
                                                 of £5.5m last year, so looks like an         Partners remaining an investor) and this
                                                 earnings multiple of 10, although oddly      has accelerated their acquisitions having
Acquisitive AIM-listed, compliance and           they announced it was quite a bit better     acquired Careworks, Kirona and Oyez, to
risk management software specialist              at 14x adjusted EBITDA. That shows how       name a few.
Ideagen had a very busy 2020. Firstly, it
acquired health & safety e-learning brand
                                                 buyer and seller can see the same deal
                                                                                              Dye & Durham (legal software), who
                                                                                                                                           Property Related
                                                 differently.
Workrite from ergonomics company                                                              only recently listed in Toronto, acquired
Posturite for a net cash consideration           The money from the sale will be used         Property Information Exchange (“PIE“),
of £6.8m. That equates to about 4x
revenues or about 10 forward profits.
                                                 to strengthen Capita’s balance sheet.
                                                 Access also acquired legal specialist, DPS
                                                                                              for £31m. Operating under the trade name
                                                                                              “poweredbypie” it offers a Cloud-based         “Getting a lot Bygga”
Its SaaS-based e-learning courses and            Software who were founded way back in        real estate due diligence platform for
applications help employers meet legal           1988 and provide SaaS-based Practice         conveyancing. PIE was majority owned         LDC and the Royal Institute of British
regulations, including first aid, equality and   Management software for legal practices      by MML Capital Partners. Matt Proud,         Architects (RIBA) have sold NBS to
diversity. Ideagen then acquired quality         and In-house legal departments. Access       Chief Executive Officer of Dye & Durham,     Swedish based Byggfakta Group,
management software provider Qualsys             didn’t stop there as they also acquired      said: “in an increasing virtual business     a data and software provider to the
for £15m in August and although it is a          three businesses in Asia (a division of      world, the dependency on mission critical    European construction industry.
punchy valuation at over 5x ARR, it reflects     Sage for £90m or 2x revenue, Unleashed       Cloud-based software like PIE’s has never    Byggfakta are backed by private equity
its strong momentum (ARR is growing at           Software and Attache) all in financial/      been greater, as more and more people        firms Stirling Square Capital Partners
nearly 40% pa) and the fact that there are       accounting and payroll. Access Group         work from home.” Also ULS Technology         and TA Associates. This was their first
cost synergies. Ideagen have now made            is another successful PE owned buy-          PLC sold Conveyancing Alliance for           UK deal. Headquartered in Newcastle,

        TECH M&A REVIEW
16                                                                                                                                                                                    17

NBS combines the best content and            GroupBC has an interesting back story.                                                         payments of £20m will be made over
connectivity for anyone involved in the
design, supply and construction of
                                             Formerly known as Business Collaborator,
                                             it launched over 20 years ago as part of
                                                                                             Transport And                                  a period of 3.5 years. It equates to 3x
                                                                                                                                            revenues. Digital Application developed
the built environment. NBS previously        Enviros Environmental Consulting. It has        Logistics                                      logistics software Matflo but has taken
acquired SCL Schumann and EzySpec            since been owned by CodaSciSys, then                                                           a while as it was founded back in 1971.
in Australia. Hard on the heels of this      demerged, and acquired by Unit4 Agresso                                                        Digital Applications and Dematic
deal, Byggfakta acquired Glenigan arm
of Ascential for £73m in December.
                                             before a YFM funded £4m MBO in 2014.
                                             YFM Equity Partners generated a return          “significant
                                                                                                Aptean makes a
                                                                                                          move”
                                                                                                                                            (previously Demag) know what they are
                                                                                                                                            getting into as they have worked together
Glenigan focuses on sales leads and          “well in excess of 3x” for its investors.                                                      for 25 years. Dematic is part of £5bn
marketing information, market analysis,                                                                                                     German listed group Kion.
                                             Although Barclays CEO, Jes Staley, said:
forecasting, and company intelligence for
                                             “The notion of putting 7,000 people in          US based Aptean, made a significant            Two years ago, LDC made a £20m
the construction sector. Valuation was 6x
                                             a building may be a thing of the past”,         move in March, acquiring Dorking               investment in Mandata who provide
revenues and a reasonable-sounding 11x
                                             no-one seems to have told MRI Software          based Paragon Software Systems, a              software solutions for the transport and
adjusted EBITDA.
                                             which is fast becoming a leader in real         market-leading provider of transportation      logistics industry. The company offers
Westbridge acquired the bulk of Eque2        estate software solutions, through an           management software solutions serving          transport management software that
in December for £46m buying out LDC          aggressive acquisition programme. In            the food and beverage, distribution and        manages road haulage business and
and others. Eque2 supplies business          March it acquired Orchard Information           retail industries. Its software manages        has fleet tracking, telematics as well as
management software to more than             Systems, a provider of software solutions       routing, logistics, scheduling, and home       other related solutions. In June, Mandata
2,700 customers in the construction,         for the UK social housing sector, with          delivery.                                      made their first acquisition acquiring
housebuilding and contracting industries.    locations in Newcastle and Donegal.                                                            Essex based ReturnLoads which is an
                                                                                             Founded in 1991, Paragon has more than
Eque2 made three acquisitions recently:      Shortly before being acquired Orchard,                                                         online marketplace for hauliers and freight
                                                                                             4,700 systems deployed globally and is
Miracle Dynamics, JNC Solutions and CliP     itself previously unacquisitive, made a                                                        forwarders. The platform helps hauliers
                                                                                             growing rapidly. William Salter, Managing
IT Solutions. It also apparently developed   rare purchase, buying Internetalia, a                                                          improve their productivity by reducing the
                                                                                             Director of Paragon, said: “In joining
the first Cloud-based job costing system     maintenance software business. MRI                                                             amount they travel without cargo.
                                                                                             the Aptean family, we are excited by the
in the construction industry.                Software then acquired Castleton, the
                                                                                             opportunity to accelerate innovation,          In February, US listed Descartes Systems
                                             UK listed social-housing focused software
                                                                                             advance product development, expand            acquired Peoplevox, a Cloud-based
                                             provider. Castleton has revenues of
                                                                                             geographically and tap into its best           ecommerce warehouse management
“advancement
  Here’s to digital twins                    £23m (down 12%) and so the £83m price
                                                                                             practice frameworks”. Aptean was formed        solution. Jonathan Bellwood founded

              ”
                                             equates to 3.6x revenues and a 40%+
                                                                                             by the merger of CDC and Consoma back          Peoplevox in 2009 following eight years
                                             premium on its share price. That seems a
                                                                                             in 2012 and is now focused on supply           at Zebra Technologies. Based in London
                                             pretty full price for a business with falling
                                                                                             chain, ERP and compliance software.            they serve B2C ecommerce customers
                                             revenues that is still migrating to the
                                                                                             It has developed a healthy appetite            connecting webshop front ends. The
US giant, AEC software vendor Bentley        Cloud. Having made over 30 acquisitions,
                                                                                             for acquisitions having bought seven           business translates order information into
Systems announced twins as it acquired       funded by PE investors including TA
                                                                                             companies in the past two years including      a mobile-driven pick and pack process
Reading based GroupBC. Simon Horsley,        Associates and Vista, MRI is approaching
                                                                                             UK-listed Sanderson for just over £90m         within the warehouse and then feeds
UK regional executive for Bentley Systems,   $300m in revenues. Competitors face a
                                                                                             (2.5x revs). Aptean is ultimately controlled   parcel delivery systems for shipment
said: “Our many UK users, projects, and      tough decision to compete or sell to them.
                                                                                             by funds managed by TA Associates and          execution. Descartes paid £19m.
owners, in common with GroupBC, will gain
                                                                                             Vista Equity Partners.
a lot from our joining forces to advance                                                                                                    In June Descartes acquired Newcastle-
Common Data Environment (CDEs)                                                               Logistics and supply chain automation          based Cracking Logistics (aka
through digital twins”. Wes Simmons, CEO                                                     is hot. Dematic acquired Digital               Kontainers) for £9.5m (circa 6x revenues)
of GroupBC, added: “Here’s to BC CDE                                                         Applications for £104m in March with           of which 50% was paid upfront, with the
and digital twins advancement!”.                                                             £85m in cash paid at closing. Further          balance to be paid in a two year earn-out

        TECH M&A REVIEW
18                                                                                                                                                                                      19

based on future revenues. Kontainers            many people working from home, it is a                                                        and confirm that devices are operating
digital freight platform offers quoting,
booking, tracking and dashboard
                                                tough time to be in the public transport
                                                sector right now.
                                                                                              Hardware                                        ‘as designed’ for functional safety and
                                                                                                                                              cybersecurity purposes.
analytics. “The last few months have                                                          Much has been written about Softbank’s
                                                With the wave of M&A activity in the                                                          Motorola acquired UK-listed IndigoVision
shown how quickly the world can change,                                                       proposed sale of ARM to Nvidia in a
                                                sector, it is perhaps a surprise that                                                         for just under £30m which equates to 0.7x
and the shift to digitization is accelerating                                                 complex deal for circa £30bn ($40bn),
                                                Kerridge Commercial Systems (KCS)                                                             revenues and 17x EBIT. IndigoVision is
as a result,” said Edward J. Ryan,                                                            having only acquired it in 2016 for $31bn.
                                                did not join the party in 2020. Previously,                                                   based in Edinburgh and designs, develops,
Descartes’ CEO.                                                                               Despite its WeWork losses, Softbank
                                                KCS (ERP and supply chain solutions)                                                          manufactures, and sells networked IP
                                                had made 11 acquisitions since Accel-         actually recovered strongly in 2020             video security systems. The price of 405p
                                                KKR’s investment in 2015. Notable deals       with its shares at near record highs as         a share seems really attractive given that
“cracking
  Descartes get a
          deal”
                                                included Electronic Data Processing
                                                (EDP) for £12m, Insphire (heavy plant
                                                                                              a result of its portfolio shuffling and
                                                                                              aggressive tech investing. This is the
                                                                                                                                              it has spent most of the past six months at
                                                                                                                                              about half that valuation, so shareholders
                                                software) and MAM Software for $155m.         largest semi-conductor deal ever, pipping       will be very happy - unless they were
                                                                                              the Broadcom deal back in 2016. A UK            unlucky to have bought at the top of the
                                                Good Energy Group, the 100%                   markets regulator review could yet derail it.   dotcom bubble when it reached £13, albeit
UK-listed, transport software and               renewable electricity supplier and energy
                                                                                              South Korean listed Hanwha Systems              very briefly.
services company Tracsis acquired               services provider has taken control of
iBlocks for a maximum of £21m, which            Zap-Map’s parent company, Next Green          acquired UK antenna maker Phasor
is a very attractive looking 7x revenues        Car. Zap-Map is an app for the UK’s           Solutions out of administration in June.
or 19x profits. iBlocks, established in         fast-growing 300,000 electric vehicle         Phasor Solutions’ proprietary technologies
2000, specialises in the provision of a         (EV) drivers - planning routes, identifying   include flat electronically steered antennas
                                                                                              for use on aircraft, maritime, trains and
                                                                                                                                              Cybersecurity
full-cycle of smart ticketing solutions,        charge points, checking their availability,
including the development of mission            and sharing power. With more than             military vehicles. It’s an exciting market,     Founder Keith Bloodworth has sold
critical back-office systems used by the        250,000 app downloads, and 100,000            supporting connectivity over Low Earth          CNL Software, which develops Physical
Rail Delivery Group, the wider community        registered users, Zap-Map (based in           Orbit satellites with wireless Internet         Security Information Management (PSIM)
of train operating companies (TOCs),            Bristol) is used by a significant amount of   services like video streaming on planes, and    software for the homeland defence
and the rail supply chain. The acquisition      the fully electric EV market.                 autonomous vehicle telematics. Phasor’s         sector. The 19-year-old company
consideration comprised an initial cash                                                       parent was about to close a significant         provides situation management and
payment of £12.5m plus a three year earn-                                                     funding round in March but, unluckily for       web-based video monitoring software to
out paying a further £8.5m on reaching                                                        them, that was pulled due to COVID-19 and       protect physical assets such as HQs. Its
profit targets. In a post Covid-19 world,         MOST ACTIVE SECTORS – 2020                  the resulting chaos in the airline sector.      software offers risk management, security
smart ticketing and contactless payment           •   Cloud Comms                             Siemens has announced the                       surveillance, facilities management, and
will only accelerate.                                                                                                                         environmental and danger zone monitoring
                                                  •   Payments                                acquisition of Cambridge, based
                                                                                              UltraSoC Technologies, a provider of            services. It was acquired for £28m (approx.
In September, London based GoMedia                •   Ed Tech                                                                                 3x revenues) by US based Everbridge,
was acquired by Icomera, (which is owned                                                      instrumentation and analytics solutions that
                                                  •   Prop Tech                               put intelligent monitoring, cybersecurity       which is a $3bn listed US group that was
by ENGIE the large French energy group).
GoMedia provides passenger Wi-Fi for              •   Legal Tech                              and functional safety capabilities into the     founded in 2002 in the aftermath of the
                                                  •   IT Managed Services                     core hardware of system-on-chip (SoC).          tragic events of 9/11 with the mission of
public transport and was founded in 2015
                                                                                              UltraSoC is a pioneer of embedding              ‘helping to keep people safe amid critical
by former Sky executives Matt Seaman              •   Payments                                                                                situations’. They have a Critical Event
and Roger Matthews. GoMedia has                                                               monitoring hardware into complex
                                                  •   Data Analytics                          SoCs to enable ‘fab-to-field’ analytics         Management platform. With the number
rapidly established itself as the world’s
leading provider of onboard infotainment          •   CX                                      capabilities, designed to accelerate silicon    of IoT devices expected to approach
                                                  •   Logistics / Supply chain                bring-up, optimise product performance,         75bn by 2025, Everbridge’s Critical
for public transport. However, with so

        TECH M&A REVIEW
20                                                                                                                                                                                         21

Event Management platform enables               Charlesbank and TA Associates onto                                                            model. During ECI’s involvement, Arkessa
organisations to utilise vast amounts of
electronic data, including IoT sensors, to
                                                its share register last year. In June
                                                they acquired Boldon James a data              “bolted
                                                                                                 The horse has not only
                                                                                                       but the barn door has
                                                                                                                                              acquired Netherlands-based Sim Services
                                                                                                                                              in August 2020.
digitally transform how they manage the         classification and secure messaging
safety and security of their assets. It might   solutions business, from defence business      been left swinging”                            Reading-based Ascent Software has
                                                                                                                                              acquired Purepoint, a London-based
have been useful on Capitol Hill recently!      Qinetiq. It was acquired for £30m which
                                                                                                                                              software development provider focused on
                                                is a reasonable sounding 3.3x revenues
                                                                                                                                              the IoT market. At 1.5x 2020’s estimated
                                                and is actually similar to the amount that
“gobbling
                                                                                               Historically, UK Regulators have adopted a     revenues, the multiples look quite low.
  Accenture is hungry,                          Qinetiq paid 13 years ago. In March,
                                                                                               fairly liberal approach to Tech-based M&A      Purepoint CEO Alex James, who founded
                                                HelpSystems also acquired penetration
          up another 28                         testing software platform Cobalt Strike
                                                                                               activity, waving through major sales such      the IoT business in 2011, has built it to over
companies in 2020”                              to expand the company’s cybersecurity
                                                                                               as ARM without too much delay, although        25 people and joins Ascent as group CTO.
                                                                                               UK regulators have belatedly taken an          It is another PE-backed buy-and-build
                                                business. Cobalt Strike describes their
                                                                                               interest in the ARM deal. Inevitably it        of a relatively small business with sector
                                                business as threat emulation software,
                                                                                               may slow down deals in certain sensitive       specialism. Horizon Capital invested in
In March, Accenture acquired Context            executing targeted attacks against
                                                                                               sectors, and it may make it tougher to do      Ascent, a provider of custom software
Information Security, a UK-based                enterprises with ‘one of the most powerful
                                                                                               some cross-border trade deals with exotic      development enabling digital transformation,
cybersecurity consultancy from its parent       network attack kits available to penetration
                                                                                               buyers, but shouldn’t impact many US/UK        in November 2019, backing CEO Stewart
company Babcock International Group.            testers. This is not compliance testing’.
                                                                                               deals or private equity buyers.                Smythe (ex Adapt which was acquired by
Context was founded in 1998 and has its         HelpSystems has been steadily beefing up
                                                                                                                                              Rackspace) in a £30m transaction.
HQ in London. Babcock acquired Context          its cybersecurity presence acquiring two
back in 2013 for £32m which equated to          companies last year – including Reading-
a heady 3x revenues back then and is still      based data loss prevention (DLP) provider
pretty high for a consulting business. They     ClearSwift (from RUAG).                        IoT / AI and                                     “Thingalytics. Is that a thing?”
offer high-end cyber defence, intelligence,
vulnerability research and incident
                                                Increased UK Government regulation over        Machine Learning
                                                M&A activity in sensitive industries is set
response services. Babcock sold Context
                                                to increase. Legislation will enable the UK    Cognizant acquired Inawisdom, an Ipswich       In June, US listed Keysight Technologies
for £107m (4x revenues) making a chunky
                                                Government to review mergers involving         based AI and data analytics consultancy        acquired Eggplant, a software test
profit. Having grown to 250 staff at £0.4m
                                                foreign buyers in three sectors considered     just before Christmas. Cognizant had a busy    automation platform provider that uses
per member of staff, it was no bargain and
                                                to be central to national security:            time acquiring nine companies in 2020 and,     artificial intelligence (AI) and analytics to
equates to an EBIT multiple of about 50x.
                                                                                               despite their huge size, acquired Inawisdom    automate test creation and execution. It was
Accenture is an acquisition machine and
                                                •   Artificial intelligence (AI),
                                                                                                                                              acquired from The Carlyle Group for $330m
                                                •   Cryptographic authentication               which has just 60 staff and £10m revenues.
acquired an impressive 28 companies in                                                         They are growing rapidly but importantly       which equates to a very attractive sounding
2020 (24 in 2019) including Symantec’s
                                                •   Advanced materials
                                                                                                                                              9x revenues. London headquartered
                                                                                               have their own Rapid Analytics and Machine
Cyber Security Services business bought         The thresholds are very low with revenues      Learning platform (RAMP), based on AWS.        Eggplant was founded by John Bates
for $200m, adding 300 staff (or equivalent      of £1m and/or market share of 25%. Such                                                       who might know a thing or two about IoT
to £0.5m per member of staff). Although         a move is understandable (particularly         IoT connectivity provider Arkessa was          having written the book ‘Thingalytics:
Accenture has revenues of $30bn it              as relationships with China/Russia cool).      sold to Wireless Logic in December,            Smart Big Data Analytics for The Internet
continues to acquire smaller digital            However, after the wave of foreign buyers      giving ECI a 2.1x return in two years.         of Things’. Eggplant enables organisations
consultancies with 50-100 staff to increase     shopping in the UK over the past decade,       Arkessa offers world-wide, world-class         to test, monitor, analyse, and report on the
exposure to the digital economy.                there is a feeling that the horse has not      cellular connectivity services that make it    quality and responsiveness of software
                                                only bolted but the barn door has been left    easy to design, deploy and manage IoT          applications across different interfaces,
HelpSystems has been an increasingly                                                           devices securely, efficiently, and at scale,
                                                swinging!                                                                                     platforms, browsers and devices, including
aggressive acquirer since it took                                                              regardless of application or business          mobile, IoT, desktop, and mainframe.

        TECH M&A REVIEW
22                                                                                                                                                                                   23

In June RWS Holdings (IP support             process improvement and overall innovation     services provider that addresses the IT        (2020). ScholarPack and Arbor service
services and localisation) acquired          comes from business end users”. Build bot      skills gap by finding, training and placing    over 2,000 schools and have built scale
Iconic Translation Machines and              and automate, simples.                         job-ready technology talent in roles with      rapidly in a fast-consolidating sector.
Webdunia for up to $41m of which $10m                                                       leading corporations worldwide. Valuation
                                                                                                                                           Civica announced the acquisition of digital
is deferred. Iconic is based in Dublin and                                                  was a healthy 3x revenues. “Wiley is
                                                                                                                                           learning management specialist Agylia.
specialises in developing neural machine                                                    committed to bridging the gap between
                                                                                                                                           West Country-based, Agylia may be pretty
translation (NMT) solutions. It uses
machine translation (MT) and artificial
                                             EdTech                                         education output and industry need,” said
                                                                                            Brian Napack, President and CEO of Wiley.
                                                                                                                                           small with circa 50 employees but it has
                                                                                                                                           an impressive client list including Health
intelligence (AI) in the application of
                                             With schools and universities everywhere                                                      Education England, National Grid and
language technology. Iconic was valued at
                                                                                            “Big consolidation in EdTech”
                                             being forced to move online, it has                                                           Microsoft. The Learning Management
8-16x revenues, depending on earn-out.
                                             significantly accelerated the move to                                                         System enables the delivery of both digital
Webdunia a translations services business
                                             remote learning and attracted M&A                                                             and blended learning and mobile apps.
was valued at only 1.5x revenues, as it is
                                             activity as providers tussle to gain an                                                       There would seem to be good synergy with
more of a translation services business.                                                    Horizon Capital created Juniper Education
                                             edge. As a result, we have seen a wave of                                                     a newly launched product to support a
Not content with that, shortly afterwards                                                   when it acquired EES for Schools as a
                                             consolidation:                                                                                mobile workforce of carers with videos and
RWS acquired SDL in a large share-based                                                     buy-and-build platform investment in July
                                                                                                                                           podcasts given Civicas deep relationships
deal worth £809m (around 2x revenues).       Capita has sold its Education Software         2019. It is in a hurry, having previously
                                                                                                                                           in the Heath sector. Civica also acquired
The lowish valuation on SDL reflects its     Solutions (ESS) business to Montagu            tucked in OTrack, Classroom Monitor
                                                                                                                                           Equiniti’s HR and payroll business which
bigger services element – for example they   Private Equity for up to £400m, which is       and Maze Education, all of which provide
                                                                                                                                           should add £6m revenue and £1.7m to its
own Donnelly Language Schools.               approximately 4x revenues, as it continues     analytics platforms to help schools track
                                                                                                                                           2020 EBITDA.
                                             its clear out. Some had expected the price     pupil progress. In 2020 they acquired
                                             to be higher but, as Jon Lewis, Capita’s       school management information system           IRIS Software acquired school

“automate,
  Build bot and                              Chief Executive Officer, said: “ESS is a       (MIS) and pupil analytics provider Pupil       management system provider iSAMS

                          ”
                                             business that Capita originally bought for     Asset and then in September announced          which supports core school functions
           simples                           £10m so we have created significant value      the acquisition of FS4S, which provides        including admissions, academic reporting
                                             over 25 years of ownership.” Good point        schools, academies and trusts with finance,    and tracking, examinations, wellbeing,
                                             Jon. The SIMS management information           payroll and HR management services.            communication, HR, fee billing and
In May Microsoft acquired London based       system has apparently struggled to             Juniper then acquired SISRA, a specialist      accounting in over 1,000 schools.
Robotic Process Automation (RPA) software    develop its Cloud-based proposition.           in data analytics for over 1,650 secondary
provider Softomotive from investor Grafton   Nonetheless, it has a massive market           schools, academies and trusts. Its analytics
Capital, which only invested less than two   share of nearly 75%. It is facing increasing   are used to evaluate exam performance.
years ago. Softomotive has developed
WinAutomate which helps more than 9,000
                                             competition from Cloud-based offerings,
                                             and the big consolidation that is happening
                                                                                            With the huge disruption to schools and
                                                                                            students in 2020 due to COVID-19 these
                                                                                                                                           Human Capital
customers automate business processes        in the sector driven by M&A deals (see         analytics will be in strong demand.            Management Tech
across legacy and modern desktop             below). Interestingly, Montagu also bought
                                                                                            The Key claims it is now the second largest
applications. Together with Microsoft’s      ParentPay which focuses on school                                                             Advanced acquired employee
                                                                                            provider of MIS to schools in England,
Power Automate, WinAutomation will           payments, income management, parental                                                         engagement software Clear Review.
                                                                                            overtaking RM, but it is still a long way
provide customers additional options         engagement and cashless catering. The                                                         Founded in 2016 by Sony’s former
                                                                                            behind Capita’s old division ESS. The Key
for RPA desktop authoring, so anyone         synergies between the two are clear under                                                     International HR Director Stuart
                                                                                            acquired MIS provider Arbor Education
can build a bot and automate Windows-        owners with deep pockets.                                                                     Hearn, Clear Review has a Continuous
                                                                                            which was founded in 2011 by James
based tasks. As CEO Marios Stavropoulos                                                                                                    Performance Management platform that is
                                             US-listed John Wiley acquired mthree           Weatherill and Emile Axelrad. The Key
explained: “Since less than two percent                                                                                                    tailored for a remote working environment
                                             from ECI Partners for £98m. mthree is          have already acquired WebBased (2016),
of the world population can write code,                                                                                                    to engage and support workforces
                                             a rapidly growing (20%pa) education            ScholarPack (2018) and GovernorHub
we believe the greatest potential for both

        TECH M&A REVIEW
24                                                                                                                                                                                         25

                                                                                                                                    TOP UK BUYERS SINCE JAN 2018

wherever they are. Its Cloud HR solution         max of 7.4x ARR and a punchy 33x EBITDA
now supports the entire employee lifecycle
from recruitment to retirement.
                                                 but they are also growing rapidly. ELMOs
                                                 M&A team is on fire but the shares are          “a ClearCourse –
                                                                                                    clear winner”
                                                                                                                                                                                         22

                                                 pretty flat in the past three years.
Advanced also acquired £24m revenue                                                                                                                                                19
workforce management software specialist         In other deals, Allocate Software acquired
Mitrefinch from LDC. Established way back        Lincoln-based Selenity, which provides          ClearCourse Partnership
                                                                                                                                                                      12
in 1979, Mitrefinch provides products across     Cloud-based HR and finance process              is the most acquisitive
T&A, payroll, HR and access control with         management software, in particular to           company in UK, and to be
analytic capability. The company supports        health and care organisations. In July          honest it’s difficult to keep                                   10
4,400 customers enabling them to increase        Field Service Management Software               up with the number of deals
productivity and manage their workforce          company Totalmobile acquired both Lone          they have done. Backed by
                                                                                                                                                                9
effectively. Mitrefinch helps organisations      Worker Solutions (LWS) and Software             US-based Aquiline Partners,
spend their time on what matters most.           Enterprises (known as Global Rostering          their target companies are
Gordon Wilson, CEO of Advanced                   System (GRS)). LWS provides access to           focused on membership
commented: “Digital technology provides          safety alerts, status updates and locational    organisations and they help
accuracy of data to enable rapid decision-       information to support staff who are            their customers to manage their members
making in shifting market conditions which
is a vital tool for companies managing shift
                                                 operating in high risk environments or
                                                 undertaking sensitive activities, customers
                                                                                                 and administer their business workflow.
                                                                                                 The plan is to automate and monetise
                                                                                                                                                 Information
patterns and measuring critical output.”         include Network Rail, Mitie and Centrica.       their payment processes too. In 2020            Management
                                                                                                 deals included: Felinesoft (Microsoft
                                                                                                 software development) and Hart Square           Digitisation and the explosion of data from

“    ELMO’s on fire        ”                     Cloud Software
                                                                                                 (CRM consultancy), Assisi (vet practice
                                                                                                 management), FLG a CRM provider for
                                                                                                                                                 IoT, AI and ML has created strong demand
                                                                                                                                                 for data intelligence solutions to capture,
                                                                                                 SMEs, Swan (retail management) and              analyse and visualise huge amounts of
Australian listed ELMO Software acquired                                                         Garage Data Systems (workshops). That           information. This has created another
                                                 Swedish based Hexagon AB acquired
Breathe for a total of £22 million; an initial                                                   takes deals closed to 22 in two years, nearly   wave of M&A activity and consolidation.
                                                 Farnham based CAEfatigue, a provider
£18m in cash and shares plus an earnout                                                          one a month. Impressive, and we see no fall     Examples of key deals were:
                                                 of mechanical fatigue simulation
for an additional £4m. Breathe develops                                                          in their appetite.
                                                 solutions used to improve manufacturing                                                         In August BAE Systems strengthened
and sells HR software to SMEs. It has more
                                                 product design, quality, and reliability.                                                       its technology and data portfolio, buying
than 6,700 customers and targets the
                                                 Fatigue analysis of a digital twin enables                                                      Techmodal, a Bristol-based data
market direct and through HR Consultants.
It recently launched a rota management
                                                 manufacturers and engineers to predict in-
                                                 service durability and improve quality before
                                                                                                 “areTheallTop 5 UK acquirers
                                                                                                            PE backed”
                                                                                                                                                 consultancy and digital services company.
                                                                                                                                                 With 120 employees and 30 associates,
solution to help small business juggling
                                                 production starts. Its solutions are used by                                                    it has contracts with the MOD in support
the challenges posed by COVID-19. The
                                                 global manufacturers across automotive                                                          of the UK’s armed forces, particularly the
valuation is a significant 6x revenues but
                                                 and aerospace and are interoperable                                                             Army, Strategic Command and Royal Navy.
reflects the highly recurrent income and                                                         Jonas has been quietly acquiring
                                                 with leading computer-aided engineering                                                         Its services include the Data Integration
30% growth rate.                                                                                 companies for a number of years. Owned
                                                 (CAE) packages. Hexagon President and                                                           Platform to view, manage and exploit data
                                                                                                 by Constellation the business focuses on
Late in December ELMO also acquired              CEO Ola Rollén said: “Not only do these                                                         provided by multiple systems on aircraft
                                                                                                 verticals, particularly in public sector. It
Oxford based Webexpenses, (Cloud-                technologies provide a valuable addition to                                                     carriers.
                                                                                                 has now made 100 acquisitions in total.
based expense management) for £20m               our Smart Factory solutions portfolio, but
                                                                                                 In 2020, in the UK, it acquired Bluestar        In July, Qinetiq acquired Manchester based
in a mix of cash shares and earn out. They       they also enhance our portfolio of Smart
                                                                                                 (blue light software), and Contronics (lab      Naimuri (agile Cloud-based services and
focus on the mid-market. ELMO paid a             Industrial Facility solutions”.
                                                                                                 monitoring).                                    technology to the UK Intelligence and Law

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26                                                                                                                                                                                             27

Enforcement communities). At a cost of         of the industrial software supplier is now         a portfolio of web content but still owns      as people stay home, but it is an ambitious
£25m it is 2.8x revenues (12x profits). The    approaching 10x revenues. It made a                PC Gamer, Homes and Gardens and Golf           expansion programme. Have they bitten off
deal comes just a month after they sold        big move in August buying out Softbank             Monthly. CEO, Zillah Byng-Thorne has           more than they can chew?
Boldon James, a data classification and        and paying a chunky 10x revenues for               overseen a period of significant growth
                                                                                                                                                 HUT Group only listed in September but
secure messaging solutions business to         OSIsoft, a real-time industrial operational        including the £140m acquisition of TI
                                                                                                                                                 made a significant move in December,
HelpSystems. It was acquired for £30m          data software supplier at a cost of $5bn.          Media (titles like Country Life and Cycling
                                                                                                                                                 acquiring Dermstore a US skin care online
which is a reasonable sounding 3.3x            OSIsoft is a data driven business that             Weekly) in April. In November she launched
                                                                                                                                                 retailer, and two smaller nutrition suppliers
revenues and is actually similar to the        makes software that captures data from             a £594m bid for price comparison site
                                                                                                                                                 for a chunky $430m. Dermstore was
amount that Qinetiq paid 13 years ago.         ships, chemical boilers, power plants and          GoCo and perhaps its no surprise that the
                                                                                                                                                 acquired at 2x revenues and increases
                                               other facilities in industries including oil and   deal is 75% payable in shares when the
                                                                                                                                                 its US market share for the fast-growing
                                               gas, mining, pulp and paper and water. “It         Future share price has nearly doubled from
“10xRELX and Aveva pay
      revenues”
                                               will accelerate the Enlarged Group’s role in
                                               the digitisation of the industrial world, which
                                                                                                  low in March and is valued at 8x revenues
                                                                                                  - almost double GoCo’s valuation. Zillah
                                                                                                                                                 online retailer.

RELX is re-inventing itself from a publisher
                                               is being driven by a need for sustainability,
                                               the industrial internet of things, Cloud, data
                                               visualisation and artificial intelligence,”
                                                                                                  aims to provide ‘complementary insights
                                                                                                  that enable consumers to make informed
                                                                                                  choices in their passions, interests and key
                                                                                                                                                   “Pretty good timing”
to a business and data information and         Aveva’s CEO Craig Hayman said.                     purchasing decisions’. It’s a big move and
                                                                                                                                                 Boohoo (online fashion retailer) was
analytics provider through a series of                                                            re-invents Future, but shareholders seem
                                               Geospatial information provider Envitia                                                           having a terrific lockdown and its shares
chunky and mainly US acquisitions. It sold                                                        less convinced looking at the recent fall in
                                               has completed MBO to Maven valuing it                                                             bounced strongly having more than
Farmers Weekly, its last remaining trade                                                          its share price.
                                               at circa 2x revenues. It has been around                                                          doubled since March, although things then
magazine in 2019. In 1H20 they acquired
                                               for 30 years so is certainly well established      Feedr (meal delivery to office workers)        soured a little with supply chain issues,
Arizona-based Emailage (fraud prevention)
                                               with large defence clients and an ambitious        has been acquired by Compass Group             showing that timing is everything. Taking
for $480m and paid $375m to buy San
                                               growth agenda to expand into new sectors           for a rumoured $24m to use the platform        advantage of the high shares, they raised
Diego-based ID Analytics, adding to its
                                               and further develop its data discovery             to serve its own corporate client base.        more equity and tidied up their structure
earlier $817m deal for ThreatMetrix (digital
                                               platform using AI and Machine Learning.            It was valued at just £2.8m prior to a         by acquiring the remaining 33% of Pretty
identity). Using machine learning, its own
                                                                                                  crowdfunding round in June 2018. So it’s       Little Thing for £330m from founder
data and its network of partner companies,
                                                                                                  a great price but lockdown would not have      Umar Kamani, valuing it at £1bn. That
Emailage can predict fraud using email
                                                                                                  been good for Feedr’s business.                compares with the valuation of just £5m
addresses and online identities, while
ThreatMetrix tracks around 1.2bn people        eCommerce                                                                                         when Boohoo bought its original 66% of
                                                                                                                                                 PrettyLittleThing back in 2014. Pretty nice.
worldwide, looking at digital patterns
to assess risks. In August RELX also
added SciBite, a semantic AI company
                                               Admiral sold confused.com and other
                                               assets to ZPG in a £500m cash deal that
                                                                                                  “offJust Eat – have they bitten
                                                                                                        more than they can chew?”
headquartered in Cambridge, which helps        accelerates ZPG’s consolidation of the
life science customers make faster, more       sector, having acquired both Zoopla and                                                           Communications
effective R&D decisions through advanced       USwitch. The valuation was a chunky at
                                                                                                  Just Eat Takeaway.com was formed with
text and data intelligence solutions. It’s     19x profits or 4x revenues and is another                                                         In December, US-based Dubber acquired
                                                                                                  an all-share merger of UK based Just Eat
a business that’s not shy in paying up for     restructuring as Admiral refocuses on                                                             UK mobile recording business Speik for
                                                                                                  with Dutch based Takeaway.com for £10bn
targets, having paid £65m, which is over 10x   its core insurance business. Given the                                                            £20m or nearly 3x revenues. Speik is a
                                                                                                  in January 2020. Then, in June, it acquired
revenues for SciBite.                          impending FCA drive to end price walking                                                          leading provider of PCI compliance and
                                                                                                  Grubhub, the US based online food delivery
                                               it’s potentially a good time to exit.                                                             call recording solutions and is a merger of
Aveva shares have doubled since the                                                               operator, for $7.3bn in shares to create a
                                                                                                                                                 Voxygen and Aeriandi. Aeriandi offers PCI
start of 2019 and are now valued at just       Future PLC, the UK listed media business           global online food delivery giant. That’s
                                                                                                                                                 compliance solutions, in conjunction with
shy of £8bn. As a result, the valuation        has evolved from computer magazines to             tremendous timing given the COVID-19 crisis

        TECH M&A REVIEW
28                                                                                                                                                                                       29

Gamma and Vodafone. Voxygen supplied           on a path to an increasingly cloud-native        having been demerged from Carphone             markets for over 40 years. The valuation of
hardware recording solutions to O2             future”. The 800-strong team will help           Warehouse, and having earlier acquired         5x revenues or 15x estimated 2020 EBITDA
amongst others.                                Microsoft’s push into Cloud telephony.           Tiscali and Pipex to build scale. It is yet    reduces to 12x when adjusted for the tax
                                               COVID-19 had minimal impact on                   another privatised UK company falling to       benefit. The Radios business was expected
Also in December, UK-listed Halma
                                               Microsoft’s performance; it delivered            overseas PE investors. In 2020, TalkTalk       to generate revenue of approximately
acquired Wolverhampton-based Static
                                               revenue growth of 15% in their Q3. Its           sold FibreNation to Goldman Sachs              $125mso valuation is a lot lower at nearer
Systems for £37m or nearly 2x revenues.
                                               commercial Cloud arm, including Azure,           backed CityFibre Infrastructure for £200m.     2x revenues. It has strong growth potential
It is a designer, manufacturer and installer
                                               Office 365, Dynamics, was up 39%.                If CityFibre has ambitions to challenge        underpinned by US Department of Defense
of critical communication systems,
                                                                                                the likes of Openreach and Virgin Media        and NATO mandates for cryptographic and
which enables hospital patients to alert
                                                                                                nationwide, then this will be a useful         anti-jamming modernisation of software
healthcare specialists in an emergency.
US-listed Affluence acquired Nottingham
based Flexiscale and its platform Flexiant
                                                 “Cloud
                                                   Microsoft pushes deeper into
                                                        telephony”
                                                                                                addition of scale on that journey. However,
                                                                                                Harrogate, Ripon, Knaresborough and
                                                                                                Dewsbury are not the heartbeat of the
                                                                                                                                               defined radios.

in June. As James Honan, Jr. Affluence’s
CEO explained: “Flexiant is a leading
                                                                                                nation’s fibre network. Good timing though,
                                                                                                as the demand for home broadband in              “Cloud communications is hot”
Cloud orchestration business and provides      In February US-listed Medallia (CX               lockdown must have jumped.
solutions aimed solely at helping (telco)      management), acquired Liverpool based                                                           Cisco acquired UK-listed Cloud
                                                                                                Wiltshire-based Vysiion Group has
service providers capture the Cloud            LivingLens for £20m. The video feedback                                                         communications provider IMImobile
                                                                                                been acquired by Exponential-e. The
market opportunity”. Rajinder Basi, CEO        platform is high growth and interesting as it                                                   for £543m. Its Cloud communications
                                                                                                communications infrastructure and
of Flexiant said: “We believe that the         ‘humanises feedback and brings the voice                                                        platform is a CX provider helping
                                                                                                outsourced IT service provider has been
Flexiscale technology will change the          of the customer and employee to life’.                                                          businesses to communicate with their
                                                                                                taken over by Exponential-e, a Cloud,
datacentre paradigm as we know it today.                                                                                                       customers on mobile/WhatsApp and
                                               LivingLens gives businesses insight into         network and unified communications
The technology is based on our nano                                                                                                            similar platforms; reaching beyond the
                                               customers’ and employees’ feelings,              company. The deal sees the exit of BGF –
nodes which enables the mass reduction                                                                                                         contact centre and traditional routes which
                                               wants and needs. “Video feedback is              which invested £4m in 2015 and returned
in footprint so the datacentre can exist in                                                                                                    is increasingly important in a fragmented
                                               one of the most powerful innovations in          over 3x their investment. Founder Bruce
a Nano-Cloud at the tower base station                                                                                                         remote workplace. Valuation is 3.4x
                                               experience management today. Video               Brain said: “The business is well placed to
or be expanded to create micro-Clouds                                                                                                          revenues and is yet another cross-border
                                               brings 6x more feedback signals than text        further build upon its strategy of utilising
or metro-Clouds by stringing multiple                                                                                                          acquisition depleting the stock of sizeable
                                               responses,” said Carl Wong, CEO. With            its strong reputation within the utilities
nodes together using Flexiant, our edge                                                                                                        UK listed tech companies. Shareholders
                                               3.5bn smartphone users and 54% of all            market of delivering and supporting Critical
orchestration software”. Leading edge.                                                                                                         will be happy as the shares jumped nearly
                                               mobile brand experiences being video and         National Infrastructure (CNI)”. Patience
                                                                                                                                               50% on the announcement.
                                               image-based it is clearly a big potential        is sometimes a handy attribute and it
                                               market. Then, in April, Medallia completed       certainly was here as Bruce Brain started      In a similar vein, MessageBird, the $3bn
“    Nano clouds in Nottingham        ”        the circle by acquiring the US speech-to-
                                               text platform, Voci Technologies. Voci’s
                                                                                                Vysiion way back in 1971, which was the
                                                                                                year the microprocessor was invented and
                                                                                                                                               omnichannel Cloud communications
                                                                                                                                               platform acquired London-based real-
                                               artificial intelligence (AI) and deep learning   the first pocket calculator was released by    time web technologies company Pusher
                                               capabilities used by contact centres             Texas Instruments.                             for £26m or a very similar valuation to
Microsoft acquired London based
                                               provides feedback from customer calls                                                           IMImobile at 3.3x revenues. Its focus is
Metaswitch Networks a virtualisation                                                            BAE Systems acquired Collins Aerospace’s
                                               including emotion, sentiment and voice                                                          on in-app notifications and a developer-
provider for telcos which has heavyweight                                                       Military GPS business for $1.9bn and
                                               biometric identity.                                                                             friendly API and SDKs built around ‘push’,
investors such as Sequoia and Francisco.                                                        Raytheon’s Airborne Tactical Radios
                                                                                                                                               for Facebook Messenger, WhatsApp, Line
As Microsoft explained: “As the industry       UK-listed TalkTalk Telecom agreed a              business for $275m. The GPS business
                                                                                                                                               and WeChat. The company has delivered
moves to 5G, operators will have               £1.5bn exit to PE group Tosca and others         is the leading provider of mission critical
                                                                                                                                               over 18 trillion messages across thousands
opportunities to advance the virtualisation    at a 26% premium to its share price or           military GPS receiver solutions and has
                                                                                                                                               of apps for its customers.
of their core networks and move forward        1.4x revenues. It has a colourful history        been a pioneer in US military GPS receiver

         TECH M&A REVIEW
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