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Mergers & Acquisitions Society Newsletter

Volume 19 — February 28, 2020

M&A Transaction Monitor


#1 T-Mobile and Sprint Merger Recently Approved by U.S. District Judge
By: Mac Costonis Sector: Communication Services
On February 11th, it was announced that T- Although formed 100 years apart, T-Mobile and
Mobile and Sprint’s merger was officially approved by Sprint both targeted the telecommunications sector.
U.S. District Judge Victor Marrero. The two companies Sprint originated around the time of the first basic phone,
announced the deal back in April 2018, but had to gain while T-Mobile emerged as the budding cell-phone indus-
authorization in court due to antitrust laws in place. John try started to gain momentum. Despite incurring early
Legere, CEO of T-Mobile, will run the joint company success, the two combine to $60 billion of debt as of the
which will maintain its name as T-Mobile. merger.
T-Mobile purchased Sprint for $26 billion worth It will be interesting to see how the move from
of stock, merging the third and fourth largest mobile car- four major companies to three will influence the public’s
riers in the world today. The tandem faces stiff competi- future subscribing decisions. While it was argued that the
tion from Verizon and AT&T, boasting market values of trio will not dominate the industry due to other budding
$242 and $280 billion, respectively. These numbers dwarf providers such as MintMobile and Metro gaining increas-
that of T-Mobile’s, which including Sprint has a market ing market share, the predominant number of subscribers
cap of only $117 billion. Despite these values, however, will inevitably resort to the big three carriers. Product
AT&T owns the most subscribers of the three according differentiation will be a key factor in seeing who will pull
to 2019 financial results from Q2 and Q3. The industry away, as unlimited data is already a commonly held fea-
leader holds 165.9 million users, greater than T-Mobile’s ture among plans and opening plan prices are constantly
newly combined 137.2 and Verizon’s 118.7 million. being driven towards all-time lows.

#2 Trowbridge & Trowbridge Acquires IntelliWare Systems


By: Tiffany Martirossian Sector: Information Technology
On February 4th, Trowbridge & Trowbridge team of employees and a new customer base,” according
announced it had completed the acquisition of Intelli- to Cass Panciocco, Trowbridge’s CEO. The combined
Ware Systems. This is Trowbridge’s first acquisition companies create a diversified set of offerings that mini-
since Enlightenment Capital purchased the company in mizes risk of single client concentration. CEO and
April 2019. Trowbridge is a federal solutions provider Founder of IntelliWare, Dominic LaPore, is also optimis-
aimed at helping its federal agency clients thrive. tic about this deal. LaPore believes the combination of
Through increasing safety and security, Trowbridge’s the two companies’ dedication and strong technical and
solutions and expertise solve seemingly impossible na- operational capabilities “make this an ideal match.”
tional problems. Based in Fredricksburg, Virginia, Intel- This deal launches the combined company above
liWare provides technical solutions to its federal clients, $100 million in revenue, which provides enhanced credi-
which include the Federal Bureau of Investigation and bility in the government services industry. This allows
the Department of Homeland Security. Its high- the combined company to go after larger government
functioning capabilities will allow IntelliWare to assist contracts that each company separately would not be
Trowbridge in providing the most high-end solutions to able to go after. The financial advisor to IntelliWare for
its clients. IntelliWare has a reputation for high-quality this acquisition was KippsDeSanto. With its president
service with a strong customer base, which explains why being among the WashingtonExec Top 25 Executives to
it is the key factor of this deal. The acquisition of Intelli- Watch in 2020, along with this first acquisition, Trow-
Ware will not only grow Trowbridge’s abilities to assist bridge has the potential of moving from a midsize corpo-
in national security, but it will also add “a highly-skilled ration to a larger technology innovator.

*Disclaimer: all transaction values are subject to change

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Mergers & Acquisitions Society Newsletter
Volume 19 — February 28, 2020

#3 Spotify Acquires The Ringer


By: Colin Walsh Sector: Communication Services
On February 5th, Spotify announced that it will creators like The Ringer, Spotify hopes to close this gap
acquire The Ringer for $180 million, followed by an addi- with increased advertising revenue. In addition to the ad-
tional payment of $50 million dollars. Very soon, Spotify vertising revenue, Spotify hopes that its exclusive content
will disclose the exact parameters of the deal. The move will also draw devoted listeners to paid subscriptions.
sees Spotify diversifying its offerings as a streaming plat- With renowned former ESPN journalist, Bill Sim-
form. It is already the largest subscription music stream- monds, at the helm, the future success of The Ringer
ing platform. However, currently with how its deals are seems viable. The deal ensures that Simmonds will work
structured, Spotify loses 65 cents out of every dollar at Spotify for some time and that his employees will be
earned in revenue. With its music offerings, Spotify has to under his jurisdiction. With both print and podcasting
pay approximately three fourths of revenue generated to opportunities for advertising, it seems as if Spotify has
record labels, artists, producers and songwriters. added a promising aspect to its portfolio of subsidiaries of
Spotify CEO Daniel Ek hopes that this acquisition content creators. The nature of podcasting allows for gen-
will change the company’s trend of not being able to turn erous amounts of advertising space. The exclusive nature
a profit. In its existence, the company has only reported also entices new subscriptions to its platform, which will
two quarters of profitable earnings. Without being able to generate revenue as well. Hopefully for Spotify, the new
renegotiate its contract with the record labels, Spotify addition of a sports-focused podcast will allow it to tap
wouldn’t be able to cover its operating expenses with its into a new demographic of customers not addressed by its
subscription fees from paying users or advertisements previous acquisitions.
from its free users. In the last year, Spotify has acquired
four companies (Anchor, Parcast, Anchor Media and The
Ringer) that produce podcasts. So, by acquiring content

#4 Apple to Acquire Tech Startup Xnor.ai to Improve Current AI Technology


By: Paul Kjornrattanawanich Sector: Information Technology

On January 15th, Apple announced its pur- ple released a statement saying, “Apple buys smaller
chase of tech start-up Xnor.ai for an estimated price technology companies from time to time and we
of approximately $200 million. Xnor.ai was started generally do not discuss our purpose or plans.”
in 2017 by CEO Ali Farhadi and his founding team However, through reports from newsgroups like
at the nonprofit Allen Institute for AI. The original Geekwire who have visited the Xnor.ai offices, as of
goal of Xnor.ai was to produce machines that spe- January, Xnor.ai has been in the process of moving
cialized in machine learning and image recognition into Apple’s Seattle-based offices for quite some
algorithms; goals that directly lined up with Apple’s time. It is also notable that through a statement
products. Xnor.ai’s most recent development deals from The Allen Institute for AI, former CEO of
with facial recognition scaled down to be able to Xnor.ai, Ali Farhadi, will no longer be working as
work on low-powered devices. To this extent, Apple an employee after the acquisition.
believed the purchase was necessary for improving It is also interesting to note that Xnor.ai is
its own current technology involving facial recogni- only one of the twenty or so start-ups to be ac-
tion, the cloud, Siri, and a variety of other AI net- quired by Apple in the last year. Apple has made a
works in its devices. significant move in the race for AI acquisitions in an
The current state of Apple and its acquisi- attempt to beat out competitors.
tion is somewhat inconclusive as it has tried to keep
the deal “quiet.” The specific details and financial
advisors for the deal have not yet been released. Ap-

*Disclaimer: all transaction values are subject to change

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Mergers & Acquisitions Society Newsletter
Volume 19 — February 28, 2020

#5 Accenture Agrees to Acquire Cybersecurity firm Symantec from Broadcom


By: Samil Jain Sector: Information Technology
On January 7th, Accenture plc., a diversified global ucts; and resources. Given its wide coverage, Accenture’s
IT services provider, acquired Cybersecurity Services firm acquisition of Symantec is a preemptive investment into the
Symantec, recently rebranded as NortonLifeLock. While the increased need for reassurance when adopting emerging
financial terms of the deal are yet to be disclosed, Symantec technologies. Accenture prides itself on being able to attract
was previously acquired by semiconductor provider Broad- and utilize experts within a particular field, providing com-
com Inc., in November of last year for $10.7 billion. Syman- prehensive global services experience. Symantec’s workforce
tec provides a range of enterprise security services: infor- consists of 300 cybersecurity specialists providing Accen-
mation protection, endpoint security, email security, net- ture with a plethora of insight and experience into the field.
work security, and cloud app security. Among other cyber- The cybersecurity industry consists of a collection of small
security firms, Symantec is a part of Accenture’s recent in- to mid-sized firms that - as an aggregate - provide their ser-
vestment within strategic, high-growth areas of the infor- vices arbitrarily. Accenture’s acquisition provides a large
mation systems market. Accenture has a “commitment to insight into the increasing trend regarding the consolida-
investing in and innovating advanced threat intelligence and tion of these firms. Overall, Accenture is trying to position
cybersecurity solutions.” itself for the rising demand for cybersecurity services among
Julie Sweet, appointed as CEO of Accenture last businesses.
year, has cited reasons to reinvent the width of Accenture’s In the wake of 5G technologies, Internet of Things,
supply chain. Notably, the current trend within the IT ser- and cloud operating systems, it is clear the IT services in-
vices industry is to provide services to emerging technolo- dustry seeks to cater for the future. The deal is set to close
gies. Currently, Accenture has five industry operating in March of 2020; financial advisors and terms are yet to be
groups: communications & media, high tech, software & discussed and disclosed.
platforms; financial services; health & public services; prod-

#6 Scape Technologies Acquired by Facebook to Advance Augmented Reality Capabilities


By: Hannah Jo Sector: Information Technology
Facebook announced its acquisition of Scape Technol- they “acquire smaller tech companies from time to time” to
ogies, a London based computer vision startup, on February enhance the features provided to their users. For this specific
9th. The deal is estimated to be approximately $40 million. acquisition, Facebook plans to apply the “Visual Engine” tech-
Although not many specific financial details of the deal have nology from Scape Technologies to add primarily to their Oc-
been released, UK registrar House Filings reveals that Face- ulus division. In 2017, the social media giant worked with
book now controls over 75% of Scape Technologies’ shares. Luxottica Group SpA to launch an augmented reality plat-
Scape Technologies has created a positioning system called form. Facebook could intend on merging Scape Technologies’s
“Visual Engine” that uses a visual positioning service, rather engines into their AR platform to strengthen it, which further
than GPS, to achieve higher scalability in determining the promotes Facebook’s headsets that use cameras to provide
precise location of visual services. The end goal was to give tracking to determine the user’s exact position.
any camera-equipped machine the ability to interpret its sur- It is evident that Facebook is working to serve better
roundings. The service is only available in London, but with to its users in this digital age, thus investing more in Artificial
the funding from Facebook, it is likely to expand its availabil- Intelligence by acquiring companies like Scape Technologies.
ity to other locations. Facebook is also currently actively searching for AR experts
One significant change following this acquisition is to fill multiple roles to help their users to better utilize and
that some directors of Scape Technologies have stepped down enjoy their AR platform. The financial advisors to the deal
and have been replaced with executives from Facebook; two have not been disclosed.
Facebook executives have replaced Scape’s venture capitalist
representatives on the board. A Facebook spokesperson stated

*Disclaimer: all transaction values are subject to change

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Mergers & Acquisitions Society Newsletter
Volume 19 — February 28, 2020

#7 Morgan Stanley Acquires E-Trade for $13 Billion


By: Jared Plattman Sector: Financial Services
On February 20th, Morgan Stanley announced E-Trade stockholders will receive 1.0432 in
that it will be acquiring the company E-Trade for $13 Morgan Stanley shares following the deal. The deal
billion. E-Trade is a financial services company that will help expand Morgan Stanley’s Wealth Manage-
gives users access to an electronic trading platform to ment franchise, which will grow from 20% of its pre-
trade assets like common stock, preferred stock, and tax profits in 2010 to 60% of its pre-tax profits. This
mutual funds, in addition to an online banking service. will provide the company with a more durable source of
The deal will close in the fourth quarter and is the big- revenue compared to the volatile Wall Street trading
gest acquisition by a US bank since the 2008 financial business. An important aspect of the acquisition for
crisis. Morgan Stanley is the $62 billion in deposits that E-
In the all stock deal, Morgan Stanley will ac- Trade currently owns. This will lower Morgan Stan-
quire E-Trade’s client base of 5.2 million customers ley’s funding costs by $150 million on top of the $400
and $360 billion in assets. Currently, Morgan Stanley’s million in additional savings. This will help the firm
client base mainly consists of highly affluent people. As with their ongoing struggle in financing their wealthy
a result, this deal reflects Morgan Stanley’s continued clients’ loans. With the acquisition of E-Trade, Morgan
efforts to diversify their client base and serve clients at Stanley will maintain and bolster their position as an
all levels of wealth. The deal will add to Morgan Stan- industry leader in Wealth Management. The financial
ley’s existing 3 million client relationships and $2.7 advisors to the deal were not disclosed.
trillion in client assets.

#8 Dialog Semiconductor Broadens Presence with Acquisition of Adesto Technologies


By: Michael Le Sector: Information Technology

On February 20th, Dialog Semiconductor ac- mer customers, Bagherli seeks to utilize Adesto’s abun-
quired Adesto Technologies for an estimated $500 mil- dance of skilled employees in order to continue to serve
lion. The financial information was promptly released their targeted consumers. According to Adesto Tech-
with BMO Capital Markets serving as Dialog Semicon- nologies CEO Narbeh Derhacobian, the focus of these
ductor’s financial advisor and Cowen & Company serv- employees will move towards “connectivity solutions
ing as Adesto Technologies’ financial advisor. Adesto and highly optimized products for building.” Adesto’s
Technologies, headquartered in Santa Clara, California, technology, coupled with this newly established wing
specializes in producing innovative custom integrated of employees, allows Dialog Semiconductor to
circuits. On the other hand, Dialog Semiconductor is a strengthen their position in the Industrial IOT market
semiconductor manufacturer based out of the United because they are now able to provide advanced cloud
Kingdom. This is Dialog Semiconductor’s third acquisi- connectivity.
tion this past year in an effort to expand their presence With Adesto Technologies’ wealth of intellec-
in the Industrial IOT market. tual property, Dialog Semiconductor will undoubtedly
The most prominent change as a result of this expand its portfolio of industrial solutions as well as
acquisition is the role of Adesto’s 270 employees. It was add greater variety to their products. Furthermore, this
predicted that Adesto’s employees would face displace- acquisition will cement Dialog Semiconductor’s posi-
ment as a consequence of this acquisition, however, Di- tion in the Industrial IOT market because it serves as
alog Semiconductor CEO Jalal Bagherli discussed other an addition to their two previous acquisitions of Crea-
plans. After garnering access to 5,000 of Adesto’s for- tive Chips and Silicon Motion.

*Disclaimer: all transaction values are subject to change

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Mergers & Acquisitions Society Newsletter
Volume 19 — February 28, 2020

US M&A League Table YTD

Advisor Rank Market Share (%) Total Deal Value (M) Average Deal Value (M) Deal Count
JP Morgan 1 15.2 $45,490.21 $1,819.61 25
Morgan Stanley 2 13.8 41,201.28 2,168.49 19
Goldman Sachs 3 11.6 34,777.98 1,580.82 22
Citi 4 7.5 22,570.70 1,410.67 16
UBS 5 5.7 17,045.00 1,704.50 10
Evercore Partners Inc 6 5.6 16,840.85 1,122.72 15
Lazard Ltd 7 4.5 13,520.17 1,502.24 9
National Bank Financial Inc 8 4.4 13,167.92 1,645.99 8
PJT Partners Inc 9 3.7 11,102.14 1,850.36 6
HSBC 10 2.9 8,791.00 4,395.50 2

Edited By:
Richard Imossi, Junior
Finance
rimossi@villanova.edu

C.C. Chatas, Junior


Finance and Economics
cchatas@villanova.edu

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*Disclaimer: all transaction values are subject to change

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