Monday, September 12, 2016

Based on ECD Deal, what is Lexmark ES Worth?

Big day today for M&A in the enterprise content management (ECM) space. No less than three significant announcements:
  1. Open Text announces plans to buy EMC's Enterprise Content Division (ECD) for $1.62B or 2.7x ECD's fiscal '15 revenue of $599M.
  2. Apparently Bloomberg News is reporting that Apex Technology Co. and PAG Asia Capital, which in April announced plans to acquire Lexmark, "are in talks with a number of private equity firms about a sale of [Lexmark Enterprise Software (ES)]."
  3. Finally, HP announced plans to buy Samsung's printer business for $1.05B. 
Not that this last item is insignificant, but, despite some recent efforts, Samsung had yet to emerge as a real factor in the ECM/document capture space. So, in this post, we'll focus on the significance of those first two announcements. 

ECD had been rumored to be for sale since it was first announced that Dell was planning to acquire EMC. There were two reasons that were offered for the rumored sale: 1. Dell wanted to focus on storage and ECD did not fit with that strategy. 2. Dell reportedly needed to generate some cash to help with the financing of the deal. Well, there must have been some truth behind this talk, as less than a week after the Dell/EMC deal closed, the deal with Open Text for ECD was announced. The ECD sale to Open Text is expected to close within the next 3-4 months.

Open Text has done a lot of acquisitions over the years, and I'd have to say that the $1.62B price tag and 2.7x revenue multiple represents a pretty good premium for them to pay. So, Open Text obviously thinks they are getting something of value. ECD is, of course, a good fit, as Open Text and ECD are both serious ECM players with some overlapping, but also a lot of complementary, technology. The move pushes Open Text forward even further as a market leader. 

It also likely removes Open Text from the bidding for Lexmark ES, which Open Text had been rumored to be looking at fairly recently. So, with rumors obviously still floating around that Lexmark ES is for sale, who is out there to buy them? The other name I have been hearing is Thoma Bravo, which owns Hyland. Coincidentally, I am going to be at Hyland's CommunityLive Conference this week. 

One of the big story lines associated with the conference is that this is going to be former CTO Miguel Zubizarreta's final event with the company where he has worked practically since it was founded. Zubizarreta has always had a reputation of wanting to build rather than buy technology, so the fact the Lexmark ES is now on the market as he is retiring could be a fortuitous coincidence - if indeed it's a coincidence at all. I hope to get some insight into Hyland's direction over the next few days.

So, how much would Thoma Bravo have to pay to pick up Lexmark ES, or even just the Kofax piece, which is rumored to be on the market separately as well? Well, first off, let me say that the Bloomberg article's statement that Lexmark ES "could fetch as much as $1 billion" seems to be way off. Remember, from 2010 to 2015, Lexmark invested approximately $2B in rolling up the components that make up ES, so to think they would turn around and sell it for less than what they paid just for Kofax last year ($1B), seems preposterous. (Of course, EMC paid $1.7B for Documentum alone in 2003, not to mention $275M for Captiva two years later, plus more for some other stuff included in ECD, but those acquisitions and valuations were a long time ago compared to the Lexmark ES acquisitions.) 

Okay, so what can Lexmark's investors expect to get for ES? Well, in my opinion, Lexmark ES lines up pretty closely with ECD. They both own market leading capture software (Kofax and Captiva, respectively) as well as large ECM practices - Perceptive and Documentum. Granted, Documentum is a higher end business than Perceptive traditionally has been, but Perceptive has traditionally been one of Hyland's most direct competitors, just as Documentum has been one of Open Text's. 

So, let's just say Lexmark's investors want to get a premium similar to what Open Text paid for ECD. To start, we'll value Lexmark ES as a $700M a year business, as that's about the run rate that was being projected when Lexmark bought Kofax last spring. Using that 2.7x revenue multiple that Open Text paid, that would value Lexmark ES at $1.89B, which is not a bad number, because it enables Lexmark to save some face on their $2B investment. (Kofax made up about half the ES run rate, so based on the ECD revenue metric, a Kofax sale would be about $950M). I guess it just depends if Thomas Bravo or whoever is going to make the purchase agrees that Lexmark ES is worth what ECD was worth. If they do, I bet a deal gets turned pretty quickly.


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