High-Tech M&A Defies the Odds

Introduction

In a period defined by disruption and economic upheaval, M&A activity in the high-tech & software space has been a ray of hope. Dealmaking in the sector has remained resilient in the face of the COVID-19 crisis—and in fact, fueled by it—with private equity firms and corporate buyers pursuing acquisitions throughout the pandemic. Undeniably, software and technology capabilities have become essential for every part of the economy. And for many consumers, the services powered by high-tech companies have proven critical during a time when travel and in-person activity has been severely limited. In other words, this has become the industry’s moment. 

This report examines the leading high-tech & software industry M&A trends and explores the implications for dealmaking and value creation beyond 2020—a period that will create both challenges and opportunities for dealmakers. A lot has changed and so have assumptions around the models and strategies that will deliver growth and value.

High-quality assets continue to attract high multiples. Buyers need conviction and clear plans for long-term value creation to justify meeting valuation expectations in an uncertain market. Distressed deal opportunities will also emerge, challenging investors to draw distinctions between assets that can be turned around and those that can’t.

Selecting the right targets, assessing current business models, and understanding how to scale those business models are top of mind for all investors. Insight into the value of subscription services, improving customer retention, accelerating innovation, and value creation have become paramount. 

Are private equity firms and their corporate counterparts ready to seize opportunities? Are they equipped for novel challenges? This report answers those questions.

Three key takeaways

In our survey of 50 private equity executives and 50 corporate development executives, we found a large appetite for acquisitions in high-tech & software—with activity outpacing other sectors in 2020—but high multiples, a crowded space, and unique integration challenges make the path to payoff more difficult.

1. High-tech & software deal volume stands out, is expected to remain high: The high-tech & software space enjoyed an active and competitive market for M&A in Q3 and early Q4 2020, and 70% of respondents plan to acquire as many as two high-tech & software companies over the next 24 months. What will they be targeting? Cloud technology and analytic companies were the top targets overall for buyers. What challenges are they hoping to overcome? Delivering features and capabilities in a timely manner to meet customer expectations.
2. Subscription revenue is a draw for investors—but corporate buyers lag: PE acquirers have been much more proactive in the adoption of subscription software models than corporate buyers. 40% of PE respondents had between 50% and 70% of their tech portfolio operating on a subscription basis. In the corporate sample, by contrast, 50% of companies had less than half of their revenue coming from subscriptions.
3. Diligence priorities reflect a strong emphasis on post-close value creation: In a highly competitive environment, buyers are focusing the diligence process on post-close value creation opportunities and integration—as the financial payoff becomes important when paying high prices. Shifting away from risk and toward value creation means buyers are placing higher value on management teams with financial and business acumen over technical skills. They’re also focused on evaluating technical debt, latency, scalability, and the ability to consolidate other platforms.

Chapter 1: High-tech & software’s resilience and relevance drive M&A

Few sectors have proven as resilient through the course of the COVID-19 pandemic as high-tech & software.

Technology became essential for employees and students as they transitioned to remote working and proved crucial for maintaining business and learning continuity. Locked-down consumers also turned to technology to meet their leisure, entertainment, and shopping needs. Telecom provider Verizon recorded a 47% increase in the use of digital collaboration tools and a 52% rise in virtual private network (VPN) traffic following COVID-19 restrictions.

As demand for internet connectivity has soared, so has spending on digital business tools and tech-enabled services. Technology companies across the board have recorded strong earnings growth and rising demand. Amazon posted a 40% climb in net sales to $88.9 billion for the first half of 2020; Netflix registered more than 25 million new subscribers over the same period; Microsoft and Apple have both delivered double-digit revenue growth in 2020. Among software-as-a-service (SaaS) providers specifically, Salesforce reported a strong Q2 performance, with revenues of almost $5.2 billion, up 29% year over year. And cloud communications company RingCentral also reported a 29% annual increase in total revenue for Q2, in their case to $278 million, as well as a 32% annual increase in subscription revenues.

The Nasdaq Technology 100 stock market index is up by more than 20% this year and tech giants Amazon, Apple, Facebook, Alphabet, and Microsoft have posted a collective rise in value of close to 50% over 2020. These five companies now represent one-fifth of the S&P 500’s total market capitalization. The technology industry’s strong earnings performance is remarkable considering the 31.4% contraction in the U.S. economy in Q2, a record drop according to the Department of Commerce’s Bureau of Economic Analysis.

Deal volume stands out in 2020 and is expected to remain high 

Technology’s earnings resilience through COVID-19 volatility has provided a firm foundation for ongoing M&A activity. Few sectors have been able to provide prospective buyers with the same level of earnings visibility, giving potential buyers the confidence to meet valuation expectations. Companies that carry subscription-based revenue provide even more confidence, as they can provide even greater visibility into future revenue.

Technology company due diligence has also been easier to facilitate under COVID-19 restrictions, compared with other industries, with code reviews and other diligence conducted remotely. 

In Q3 2020, global deal value in the technology, media and telecom (TMT) industry came in at just under $301.5 billion, the highest quarter on record this decade, according to Mergermarket data. TMT deal value through Q3 2020, at $512.6 billion, is also up on the $423.5 billion worth of TMT deals secured over the same period in 2019—a 21% increase. In comparison, overall M&A deal value across all sectors was down from $2.5 trillion in 2019 to $1.9 trillion in 2020, a 25% decrease.

At West Monroe, where high-tech & software represents one of the most common verticals for our private equity clients, the number of deals we advised on in this space increased by 117% from Q2 to Q3 2020.

Our survey’s findings suggest that the momentum behind high-tech & software M&A deals is likely to continue into 2021 and 2022: 70% of respondents said they plan to acquire as many as two high-tech & software companies over the next 24 months, with 27% intending to make three or four acquisitions.

When it comes to the maturity of target companies, the majority of buyers are looking at youthful companies (those with two to four years of experience) and mature companies (four years or more). These levels of maturity represent less risk to acquirers as their products and client base are likely more  established—this is particularly important for PE firms who want to hit the ground running and will be looking to build up and exit within five years. 

In terms of deals on the table, PE firms have, indeed, looked to software and technology assets as safe bets that offer growth potential and provide consistent revenue and protection against downside risks. Notable PE deals this year have involved data management and business software companies characterized by steady, sticky subscription revenues. Clayton, Dubilier & Rice, for example, bought Epicor Software from fellow PE firm KKR for $4.7 billion, and Canadian buyout manager Onex paid New Mountain Capital $2.7 billion for employee benefit platform OneDigital.

Interestingly, some of the high-profile tech M&A deals pursued by corporate buyers so far this year have involved young rivals that have developed cutting-edge intellectual property. In May, Apple backed virtual reality developer NextVR with an estimated $100 million investment, while both Oracle and Microsoft were in the running to acquire the U.S.-based operations of fast-growing social video app TikTok from Chinese owner ByteDance before political tensions saw Oracle instead settle for a non-control minority stake.

Buyers prioritize cloud and analytics companies

Our survey shows both corporate buyers and PE are aligned on which technology sub-sectors to target for acquisitions. The survey shows that cloud and analytics solutions are the most popular targets overall, with claims, payments processing, and cybersecurity also scoring highly.

More than half (55%) of respondents chose cloud application and infrastructure software as one of the top three areas of software and technology for their organization’s future acquisitions. Why? Working remotely has reinforced the value of on-demand, cloud-based software platforms that enable employees to access and share data and documents when away from the office

“For our business clients, there is a need for cloud usage. Creating a safe and secure infrastructure to transfer and store data has become important. Artificial intelligence and machine learning applications to various businesses have also increased. We can assess and predict requirements, creating optimum inventory solutions and automated self-serve centers,” a head of corporate development said.

According to another head of corporate development: “Many businesses are hesitant to make use of cloud technology, even though they have been assured of the security features. The potential for storage is much higher. Given the COVID-19 restrictions and lockdown periods, they would have realized the effectiveness cloud ideally provides.”

Business intelligence and analytics was the second most popular choice, with 34% planning for an acquisition there. All other sub-sectors garnered 25% or fewer—but nine sub-sectors had interest from at least 10% of the respondents, indicating a healthy level of interest across the spectrum of the sector. 

Cybersecurity also stood out as a middle-of-the-road priority. Although respondents didn’t cite cyber among the three most popular sub-sectors for future deals, it was among the top solutions in which respondents had previously bought and sold companies.

Interpol research shows that there have been double-digit increases in malicious domains, malware, and phishing scams through the pandemic, which has compelled businesses to protect themselves. There is broad consensus, however, that companies made the bulk of their cybersecurity spend in 2020, so acquisitions in the space in the future may represent a "buy high" situation. This could explain why respondents don’t see cybersecurity as a top-three target area; however, respondents still see the importance of cybersecurity and are willing to invest when necessary.

“We need to equip ourselves with the latest software to combat increasing cybersecurity threats. With the increasing number of digital transactions and online shopping activities, there is a higher demand for suitable security concepts,” a corporate development head said.

Chapter 2: Private equity investments soars

Private equity deal activity has tracked the trends observed in the wider M&A market through the COVID-19 crisis. Across all sectors, PE deal value through Q3 was down to $633.1 billion from $726 billion over the same period in 2019, according to Mergermarket figures.

PE deal value in the TMT space, however, has climbed to $288.7 billion through Q3 from $177.2 billion in the same period in 2019—despite a very slow (or non-existent) Q2, TMT assets have proven highly attractive to PE buyers as they offer steady revenues from installed customers, as well as growth upside as more industries and consumers embrace digital tools.

Software and technology assets also account for increasingly higher shares of PE portfolios. Of the private equity respondents to our survey, 48% said between 25-50% of their portfolio companies operated primarily in the software/high-tech space, illustrating how important the sector has become for PE investors.

Private equity leverages the power of subscription

Subscription and software-as-a-service (SaaS) models have been at the center of many buyout houses’ software and technology investment theses.

Of the PE respondents to our survey, 40% said that between 50-70% of their tech portfolio marketed goods or services to customers on a subscription basis. More than a third (34%) said over 75% of their portfolio marketed goods or services on a subscription basis. Corporate acquirers also appreciate the power of subscriptions, but PE players are better able to execute the transition to these sorts of business models. 

According to research firm Gartner, SaaS technology solutions will generate revenues of $105 billion in 2020, an increase of $20 billion on forecasts made in 2019. Over the next five years, SaaS subscription services are expected to deliver a compound annual growth rate of 12%. This growth trajectory and the sticky, recurring revenues built into subscription business models have proven popular with buyout firms, supporting strong deal activity. Insight Partners, for example, paid $5 billion for cloud data management platform Veeam Software earlier this year.

Firms sharpens deal strategies to cope with high valuations and competition 

The popularity of software and technology deals has increased PE competition for these assets and raised valuations. PE firms have had to specialize and sharpen deal strategies and execution to bend the curve and justify high valuations.

“Across dozens of our private equity clients, we see an increased focus during diligence to identify value creation opportunities rather than just assessing risk. They’re paying particular attention to product innovation, data analytics, customer service operations, and cybersecurity,” said Neil Jain, a director in West Monroe’s High-Tech & Software practice. 

One way in which PE firms have sought to differentiate investment strategies in the technology space has been to buy smaller technology companies and then scale these up through roll-up acquisitions and consolidation projects. Larger platforms that have been built up through acquisition fetch higher multiples on exit by virtue of their size—and building up these platforms provides more entry points for dealmakers in the market. But, this strategy requires a very disciplined approach to post-close integration that is exceptionally challenging when software and technology are the products. 

“Focusing on execution discipline—delivering on their digital strategy and roadmap, integrating products, gaining gross margin efficiency—is a priority for PEs to achieve key levers of their deal thesis around consolidation and platform transformation,” said Dhaval Moogimane, a director in West Monroe’s M&A practice.

Key drivers of software/high-tech acquisitions in the last three years among PE respondents included consolidation or scaling up to increase competitiveness (74%), transformative acquisitions (e.g. buying in new IP) (66%), and adding an acquired company/capability onto an existing portfolio firm (60%). 

Beyond consolidation, other reasons central to firms’ tech acquisitions drives undoubtedly include customer acquisition and the need to pursue product differentiation, as well as the ability to provide subscription and SaaS solutions that can scale.

SPACs AND PIPEs emerge as hot strategies in 2020

In a year filled with unexpected events, private equity had its share of surprising trends. It would be a misstep to publish a 2020 report without mentioning the role of special purpose acquisition companies (SPACs) and private investment in public equity (PIPEs)—two trends that altered the dealmaking landscape during this period of economic instability.

SPACs have been around since the 1980s but became wildly popular in 2020 with investors on a scavenger hunt for new growth companies and high levels of liquidity. Through mid-November 2020, there were 182 SPAC IPO transactions—compared with 59 for the entirety of 2019, and 46 in 2018, according to SPACInsider. Why the explosion? They’re completing mergers with target companies in record time, among other reasons. SPACs have also been fueled by PIPE transactions, which have raised the largest sum of capital since 2008 according to M&A law firm Mayer Brown.

“With an unprecedented level of uncertainty in the markets, raising capital became more challenging. SPACs were a vehicle to get funds to companies that needed them,” Amiot said.

While high-tech & software M&A activity has not been defined SPACs and PIPEs, they certainly were a part of the story. A number of SPACs made software acquisitions in 2020, including REPAY Holdings with CPS Payment Services and Mosaic Acquisition Corp. with Vivint Smart Home.

Chapter 3: Corporate buyers eye IP, new customers

High-tech & software is a major bright spot for investors and corporate M&A. TMT has accounted for more deal value than any other industry, delivering more than a quarter (27.5%) of total global deal value through Q3 2020. The sector has undoubtedly remained an active one for corporate buyers, if not at quite the same level as PE firms.

Corporate buyers lag in transition to subscription

While a reasonable number of corporate buyers have moved to subscription models, half of the companies surveyed had less than 50% of their revenue coming from subscription. But only 36% of the respondents claimed that more than 75% of their revenue came from subscription. More than a quarter (26%) said that between 10%-25% of earnings came via subscription revenue. 

This stood in contrast to the PE mix, where a large proportion of portfolios consisted of technology assets with subscription models. This indicates that PE firms and their portfolio companies have been more aggressive about these shifts. It also suggests that corporate buyers are not as focused on rapid business transformation as PE firms, which are looking to propel growth over shorter hold periods.

“It can be difficult for large corporates to navigate the shift to subscription, considering their near-term financial results and investor expectations. By contrast, PE firms often have more latitude to absorb near-term revenue declines and cost increases,” Jain said.

Corporate buyers looking for new IP and customers

The survey revealed that corporate buyers were more interested in deals that offered new IP or new clients. Some 72% of corporate respondents said the main drivers for high-tech & software acquisitions over the past three years had been incorporating a specific functionality or IP into an organization (e.g., a bolt-on or tuck-in acquisition) to enable product differentiation, and 64% cited acquiring a new customer base.

Almost two-thirds (64%) said their most recent high-tech & software acquisition paid off. The primary reason they said it worked is because the acquisition fit within their company’s broader strategic plans and portfolio of services or products. The second reason they said it worked is because they devoted significant resources to cultural integration. 

“We’ve always aimed at optimum integration levels. For driving internal changes and ensuring that the target company delivers results, this is the best solution,” a director of strategy said.

That leaves 36% of companies saying their most recent high-tech & software acquisition did not pay off. The top reason? Most didn’t have have a formal way to measure the value created from the deal.  

Chapter 4: Due diligence satisfaction is high, but COVID-19 puts pressure on the process

Dealmaking during the pandemic in the high-tech & software space has been easier than in other sectors, given that there is greater ability to conduct due diligence remotely on technology assets than other industries where physical spaces need to be visited. That said, restrictions on travel and social interaction have added layers of complexity and made it more difficult for buyers, sellers, management teams, and advisers to meet and build relationships.

Despite this extra complexity, its impact did not appear to affect survey respondents, at least at the time of questioning. Most were satisfied with their due diligence across a variety of categories.

Buyers were most satisfied with the software and technology due diligence (81%) and cybersecurity due diligence (79%). They were less satisfied with commercial/market diligence, which polled only a 66% satisfaction rate. 

These responses reflect how some due diligence streams have been more straightforward under lockdown constraints than others. Operational and cybersecurity due diligence exercises have long been run remotely via the use of virtual data rooms. With a volatile economy, however, commercial and market due diligence has had to factor in uncertainty and caveat recommendations—the macroeconomic climate makes it harder to assess risks and requires more robust scenario-planning. This has made it trickier for clients to interpret diligence findings and build conviction around investment cases, which could account for the dip in satisfaction with the commercial due diligence stream.

It could also be the case that as commercial due diligence requires the sharing of sensitive financial and customer data with prospective bidders, vendors have been nervous about being entirely open with potential buyers who they have not been able to meet in person. Detailed bidder questions about commercially sensitive issues are also easier to work through in person, making it difficult for interested buyers to corroborate details and press vendors for details on downside risks.

“We came across challenges in verifying the information provided,” a managing director at a private equity firm said. “Considering the legal, regulatory, and IP threats, we wanted to ensure that all aspects had been checked. The target’s team was not transparent and forthcoming with information on taxes and financials over the past few years.”

Time and valuation are key stumbling blocks

COVID-19-induced uncertainty has made it more difficult to conduct due diligence and form a view on businesses’ long-term viability and growth prospects. This has made investors cautious about paying full multiples for assets. Sellers, meanwhile, who less than a year ago were commanding attractive prices, are reluctant to part with prized assets at lower prices than were recently available to them. Unless businesses are in deep distress and in desperate need of cash, current owners may look to hold assets until they can achieve the multiples they desired.

An increase in distress will see more companies change hands, but so far this year valuation gaps have led to an increased volume of broken deals. According to S&P, there more than $100 billion worth of tech M&A deals terminated through June 2020, though terminations have subsided since the end of Q2.

Respondents cited time, valuation, and expertise as the key challenges and areas for improvement in diligence. The survey showed that the major hurdles in the due diligence process included aligning on valuation (38% say this is one of the top-two challenges), verifying/vetting the information provided in the process (35%), and evaluating the technology leadership team (27%). 

Verifying information and evaluating leadership are both essential to realizing an investment thesis after the deal is done but have proven difficult in software transactions. Restrictions on in-person meetings during the pandemic have certainly played a role, but the short amount of time to evaluate technology leadership coupled with the level of competition means buyers must often settle with what they’re given—if a seller doesn’t want an overly intrusive diligence process, they have plenty of other suitors to choose from.

“In the most recent deal, we found it challenging to evaluate the leadership team’s capability. Since we need to determine whether the same team should be retained or whether we need a few changes, it was important that we consider all possibilities. It increased the time taken for completion,” a PE firm managing partner said.

With this in mind, the areas for improvement flagged in the survey included the need for more time to be spent on the process (52%) and the involvement of better-qualified people (41%). 

Assessing execution against product strategy is a key challenge

Restrictions on personal interaction have proven challenging when it comes to assessing softer factors such as culture and interaction between a target’s teams, as well as the technical and commercial knowledge of key people in the business. Aside from interaction restrictions, condensed diligence timeframes have been contributing to this issue for some time now and will continue to as volume of deals stays high.

When assessing a target’s operational and personnel issues, top concerns included the ability to meet product road map goals: 44% cited this as one of their top three. That’s because meeting product road map goals translates to value creation—if an acquired company cannot deliver its product on time and meet customer expectations, it can lose out on revenue and market share. And with the heightened level of competition in this sector, sellers are known to put forth aggressive timelines and product road maps that attract high prices.  

This is another reason that leadership teams are so important. If buyers are focused on evaluating the target’s leadership teams and their ability to execute on the product road map, buyers are not just interested in their technical ability—in fact, the top trait they are looking for is financial and business acumen. 

Chapter 5: Post-close integration of tech raises unique obstacles

Integration following a merger or acquisition is challenging, and doing so in the high-tech & software space brings incremental product and cultural challenges. Realizing value requires clear alignment on the thesis, management focus, and planned execution. Meshing together legacy systems is onerous. Platforms can be incompatible and cultural differences can emerge when risk-averse and process-driven corporate buyers acquire young, fast-moving start-ups with higher risk appetites. Survey respondents raised all of these issues when asked about integrating purchases. Some 60% of respondents had discovered a cybersecurity problem at an acquired company post-deal. 

When asked about the time allocated for post-merger integration, respondents also offered interesting insights. More than a fifth of respondents said integration lasts for less than six months, with 23% allowing between one and two years. More than half of respondents (56%) allow only between seven and 12 months. 

This raises questions about buyers’ expectations and whether integration timetables are realistic. With many buyers pursuing deals to keep pace with technology developments, it could be the case that expectations are for swift integration without recognition of the complexities in the rush to add growth.

“We can no longer rely on organic growth, especially when tech usage is increasing at such a fast pace,” one CFO said.

Choosing the appropriate level of integration

The case can be made that buyers could benefit from balancing out technical and cultural factors and accepting that effective integration takes time. Equally, organizational due diligence – assessing how teams, leadership, and culture can combine – could be included as a key stream of pre-deal diligence. That would provide an early-stage roadmap on the priority areas that will best support integration.

Interestingly, some corporate buyers and PE firms, perhaps recognizing the challenges of integration, have opted to keep acquisitions as standalone businesses. When asked about the most challenging aspects of post-deal assimilation, 27% cited deciding on the level of integration and whether to leave a company as a standalone business. Integrating product platforms (24%) and consistent product user interface experience (22%) scored similarly highly. 

A director of corporate strategy said: “We did not want to integrate the operations completely, because this is often not a requirement unless synergies are identified. We looked to acquire a better market share and completing high-tech transactions was the optimum way to absorb the competition as well.”

A director of corporate strategy said: “We did not want to integrate the operations completely, because this is often not a requirement unless synergies are identified. We looked to acquire a better market share and completing high-tech transactions was the optimum way to absorb the competition as well.”

Conclusion

The COVID-19 pandemic has disrupted capital markets and M&A, but in the face of these headwinds, corporate and private equity buyers of high-tech & software assets adapted their processes and continued to pursue deals. Reality has changed: An already competitive sector will only increase in competition. As all sectors of the economy seek technology and software to enable their businesses in the post-pandemic environment, valuations will rise and the race to grab market share will drive M&A activity. Successful dealmaking against this backdrop requires an even more rigorous approach to due diligence, deal execution, and post-deal integration. Here are practices we recommend dealmakers consider:

Increase diligence focus on validating value creation opportunities

As buyers evaluate targets with intense competition, it becomes even more important to view tech M&A deals through the lens of the transformations that can be driven—evaluating the future, not the past. What the target has accomplished so far means far less than their ability to execute on new elements quickly. How long is the list? How realistic is it to execute on the list within the timeframe for integration and value creation?

Don’t miss the precious post-close moment to prioritize your value creation plan

With compressed deal timeframes and limited access, you likely will not get the proper amount of time during the diligence process to fully flesh out your post-close value creation plan. There is a critical point in time right after the close where buyers need to go deeper into certain areas—namely, product, market, and technology. This is what private equity clients in particular should expect from their advisers: A list of post-close activities prioritized by business value with the full understanding of the technology and what it will take to scale, integrate, or evolve it to meet the investment thesis.

Leverage subscription models and customer engagement

Subscription-based revenue models are prevalent for private-equity-backed firms and their corporate counterparts are headed in that direction—but there is room to grow for both groups. Growing a successful subscription business requires a laser focus on the customer to maintain high retention rates.

Align product and platform strategy to growth

Companies must build a product and platform strategy on sure ground and not lose sight of the big picture. Inherent to this is delivering on road map priorities, reflecting on portfolio rationalization, and committing meaningful resources toward product innovation in this competitive market.

Pay attention to culture

Integration planning across all aspects of a business is crucial for the success of any deal, and buyers must allocate sufficient time and resources to integrate successfully. This is true of technical and financial factors, but also of more nebulous cultural aspects, and the latter should not be overlooked. Thoughtfulness and planning around soft factors do create value.

Methodology & Respondent Profile

In Q3 2020, Mergermarket surveyed 100 executives via phone to understand the appetite, strategy, diligence, and post-close processes for buyers of high-tech & software companies. All executives were based in the United States and divided among 50 private equity firms and 50 corporate/strategic buyers. Private equity respondents were qualified to take the survey if they had acquired or sold three or more high-tech & software companies over the last three years. Corporate respondents were qualified to take the survey if they had acquired or sold at least one high-tech & software-company over the last three years. The survey included a combination of qualitative and quantitative questions and all responses are anonymized and presented in aggregate.