
Monday, December 10, 2007
Tech Dealmakers
MHT and ACG name top Tech Dealmakers for 2007
Mass High Tech and the Association for Corporate Growth Boston (ACG) announced the winners of the 2007 Tech Dealmaker Awards at the ACG Boston 2007 Tech conference Wednesday night. This is the first year for these awards that honor and recognize the most interesting, most complex and largest financial transactions involving New England-based high tech companies. The winners are also featured in a special supplement in Mass High Tech's Friday, Dec. 7 issue.
"Massachusetts and New England is fast becoming the hub of the innovation economy and innovative approaches to business and deal making like those practiced by our Top Dealmakers will keep the region a leader in the high tech field," said Mike Olivieri, publisher of Mass High Tech. A panel of independent judges evaluated the most interesting life sciences and technology merger and acquisition deals, initial public offerings and financial restructuring transactions from June 30, 2006 through June 30, 2007. To qualify for entry into the awards, at least one of the companies involved in the transaction had to be New England- based and the deals worth at least $5 million in value.
"As the challenges of the high tech and life sciences industries change every day, it is companies like those represented by our finalists that will be able to adapt and keep this industry fresh, competitive and a vital part of our economy," said Gail Long, CEO of the Association for Corporate Growth Boston.
The 2007 Tech Dealmaker Awards were part of the ACG Boston 2007 Tech Conference at the Sheraton Boston this week. ACG Boston's Annual Tech Conference this year featured panels on the Anatomy of a Tech Deal, DealSource and Networking as well as speakers from the high tech and financial industries.
Top software/services m&a deal buy side: Winner
Akamai saw synergy in Netli buy
Akamai Technologies Inc. and Netli Inc. did pretty much the same thing -- so Akamai bought Netli to do it better.
Cambridge-based Akamai helps companies run their business applications over the web efficiently. Mountain View, Calif.-based Netli offered services complementary to Akamai's, and its high performance communications protocol appealed to Akamai. During the fourth quarter 2006, Akamai made an offer to purchase Netli.
"Netli has a niche focus in the application performance services space, and has a really good team behind them. We were both offering similar services to the same market, and by combining Netli's protocol with our technology, we can solve problems better," said Akamai vice president of business development Robert Wood.
The two companies are working together, integrating products and services to improve efficiency of Internet-based business applications. "Business customers want to run their applications over IP instead of private lines, but the Internet wasn't built to network for business," said Wood.
The merger also allowed Akamai to increase its services portfolio and expand clientele, which includes the three biggest mobile phone suppliers, and the two largest computer manufacturers.
The companies focus on application delivery and WAN optimization. Spending for application acceleration is expected to increase to $3.3 billion by 2010, according to Gartner research, and Akamai saw promise in Netli, named one of the 2006 100 most innovative tech companies in the world by AlwaysOn.com.
The Deal: Akamai purchased competitor Netli Inc. for $117.6 million. Closed as of March 14, 2007
Key Executives: Paul Sagan, CEO, Akamai; Robert Wood, vice president, Akamai; J.D. Sherman, CFO; Akamai; Thomas Leighton, co-founder, Akamai.
Deal advisers - Legal: Latham & Watkins LLP. Financial: Alta Partners; Bessemer Venture Partners; BlueRun Ventures; Granite Global Ventures; Leapfrog Ventures; Morgenthaler; Reed Elsevier Ventures.
Top software/services M&A deal buy side: Finalist
Nuance brings BeVocal into the fold
In April 2007, Nuance Communications Inc., based in Burlington, acquired California-based BeVocal Inc., which develops software to recognize voice commands in customer-service communications. The acquisition price included 8.3 million shares of Nuance stock in addition to a $15 million cash payment, according to reports.
Paul Ricci, chairman and CEO of Nuance, said at the time that Mountain View-based BeVocal's intellectual property, solutions expertise and established carrier relationships would expand Nuance's ability to serve this growing market. Of particular interest to Nuance was BeVocal's solution set for mobile customer life-cycle management, the Beyond Suite, and a range of premium services, the VoComm Suite, for the mobile consumer.
Under the terms of the agreement, total consideration was approximately $140 million, net of BeVocal's cash and a closing price of Nuance stock at $14.98 per share. The consideration comprised approximately 8.3 million shares of Nuance common stock and a net cash payment of approximately $15 million. Terms also included the potential for additional cash consideration of up to $60 million in the form of an earnout, payable 18-months after closing and based on the business achieving performance targets. The acquisition was approved by both companies' boards of directors.
Nuance has reported it expects the acquisition to add between $21 million and $23 million in revenue in 2007.
The Deal: Nuance Communications Inc. bought California voice recognition firm BeVocal Inc. for approximately $140 million.
Key Executives: Paul Ricci, chairman, CEO; James Arnold, senior vice president, CFO; Rich Palmer, senior vice president of corporate development.
Deal advisers -- Legal: Davis Polk & Wardwell; Wilson, Sonsini, Goodrich & Rosati. Financial: Goldman, Sachs & Co.; Thomas Weisel Partners Group Inc.; Arrowpath Venture Capital; Mayfield Fund; Technology Crossover Ventures; Trans Cosmos USA Inc.; U.S. Venture Partners; Western Technology Investment.
Top software/services M&A deal buy side: Finalist
Pitney Bowes picks up MapInfo
Pitney Bowes Inc., based in Stamford, Conn., acquired MapInfo Corp. in April of this year to expand its presence in the software market. Under the terms of the $408 million acquisition, Pitney Bowes became whole owner of New York-based, publicly held MapInfo and its 900 employees.
Pitney has operations in over 130 countries, but its software market was mostly in the United States. MapInfo had global operations, sparking interest from Pitney. Within three months from expression of interest in January, the deal was signed. MapInfo is a separate business today, integrated with another software company Pitney acquired in 2004, said Christian S. Schulitz, director, acquisitions and integration document messaging technologies of Pitney Bowes.
"We had a location intelligence business that helps companies strategize as to where to place businesses. MapInfo was the market leader in this area, and they were more of a global company, so we were interested in acquiring them to globalize our software service," said Schulitz.
MapInfo produces location-based business intelligence software for clients such as The Home Depot. Founded by four Rensselaer Polytechnic Institute students in 1987, MapInfo grew sales to $165.5 million in 2006.
"(The acquisition) leverages our expertise in location intelligence to deliver a broader range of advanced solutions... as well as strengthening our customer communication management offering," Schulitz said.
The Deal: Pitney Bowes Inc. purchased corporate siting technology company MapInfo Corp. in April for $408 million. Closed as of April 19, 2007.
Key Executives: David Kleinman, vice president, corporate development, Pitney Bowes; Mark Anderson, director, corporate development, Pitney Bowes; Bob Mannis, legal counsel, Pitney Bowes; Christian S. Schulitz, director, acquisitions and integration document messaging technologies, Pitney Bowes.
Deal advisers -- Legal: Proskauer Rose (Pitney Bowes); Wilmer Cutler Pickering Hale and Dorr (MapInfo). Financial advisers: JP Morgan Chase (Pitney Bowes); Jeffries Broadview (MapInfo).
Top software/services M&A deal sell side: Winner
GeoTrust trusts buyer VeriSign
In September 2006, Mountain View, Calif.-based VeriSign Inc. bought for $125 million GeoTrust Inc., a Needham-based developer of network-security and identification technologies.
The privately held GeoTrust developed SSL software and technologies that helped secure Internet-based transactions and communications. The firm, founded in 1998, had raised more than $40 million in venture capital. Prism Venture Partners in Westwood and Castile Ventures in Waltham are among the local venture capital firms that backed the company.
GeoTrust employed about 50 workers and supported more than 3,000 business customers in 140 countries.
At the time, the publicly traded VeriSign employed more than 4,000 workers.
VeriSign, which was spun out of Bedford's RSA Security Inc. in 1995, has acquired other New England tech companies such as Watertown's M-Qube Inc., which VeriSign bought in 2006 for $250 million. In 2004, it bought for $140 million Guardent Inc., a Waltham firm that managed corporate network security systems.
Creighton, who is now the CEO of Boston's RatePoint Inc., said the VeriSign deal was particularly satisfying because GeoTrust's technology and brand would continue to have far-reaching presence on the web under its new owner.
"This company was like raising a child for me," he said. "I think the good thing was they we were serving a lot transactions on the Internet. I see the GeoTrust brand is still out there and growing. I'm just really happy to see it go on. The GeoTrust name will be out there a long time with VeriSign."
The Deal: VeriSign Inc. acquired Internet security competitor GeoTrust Inc. for $125 million. Closed on Sept. 5, 2007.
Key Executives: Neal Creighton, founder and CEO of GeoTrust; Matt Engle, director of business development, GeoTrust; Judy Lin, executive vice president of VeriSign's security services group.
Deal advisers - Legal: Wilmer Cutler Pickering Hale and Dorr.
Top software/services M&A deal sell side: Finalist
French firm digs Digitas in $1.3B buy
Digitas Inc. has made its way from Downtown Crossing to China, as a result of its $1.3 billion acquisition by French advertising company Publicis Groupe SA.
The offer price paid by Publicis for local interactive marketing company Digitas Inc. represents a premium of 23.5 percent over the stock market price of Digitas Inc. on December 19 and 29.1 percent relative to the average price over the prior three months.
Publicis agreed to pay Digitas shareholders $13.50 for each Digitas share, in a transaction valued at $1.3 billion. The transaction received the unanimous approval of the boards of directors of the two companies.
Since the deal, Publicis has also bought Communication Central Group, a China-based ad agency, and rebranded it as Digitas Greater China, according to the company website.
Publicis Groupe's newly acquired unit is a large interactive ad agency in China, the companies said Tuesday.
The Digitas acquisition was expected to be accretive for Publicis on an operating margin (EBITDA) per share basis by approximately 4 percent in 2007 and by about 6 percent in 2008, and accretive on a fully diluted EPS basis from 2008 onward.
"We believe this transaction provides substantial value to our shareholders as well as strategic advantages for the combined companies," said Digitas CEO David Kenney. "By joining Publicis Groupe, we are bringing together key assets and strengths in order to capture a larger share of a sector which is expanding dramatically."
The Deal: Publicis Groupe SA bought Digitas for $1.3 billion. Closed on Dec. 20, 2006.
Key Executives: David Kenny, chairman and CEO, Digitas; Jim Rossman, COO, Digitas; Joe Tomasulo, CFO, Digitas.
Deal advisers -- Financial: Bear, Stearns & Co. Inc.; Citigroup CIB; Messier Partners, LLC. Legal: Goodwin Procter LLP; Covington & Burling; Morris, Nichols, Arsht & Tunnell; Shearman & Sterling LLP; Wachtell, Lipton, Rosen & Katz.
Top software/services M&A deal sell side: Finalist
Intelligent Compression: Smart sell
A California company chose a Quincy company focused on compression when it sought to expand.
Intelligent Compression Technologies Inc. agreed to be purchased by San Diego-based ViaSat Inc. for $54.9 million on Feb. 20, 2007.
Quincy-based ICT provides corporations, Internet service providers, and satellite/wireless carriers with patented data compression techniques, advanced transport protocols, and application optimization to increase the speeds of either narrowband or broadband terrestrial, wireless, or satellite services.
"ViaSat has a technology and business culture where our business and people can thrive, and there are many opportunities for us to successfully grow our business while also applying our talents to give ViaSat products an additional advantage in the marketplace," said Michael Slygh, president of ICT, who remains with the company.
The initial purchase price of approximately $20 million (composed of approximately $6.5 million in cash and 417,000 shares of ViaSat stock) was bolstered by an additional consideration of up to $34.3 million to be paid in cash and/or stock based on ICT meeting certain financial performance targets over the next two years.
"This acquisition complements virtually all of our satellite and data link networks with leading-edge compression and acceleration technologies," said Mark Dankberg, ViaSat chairman and CEO. "We've found that the ICT Accelenet family of products substantially speeds web browsing and accelerates leading office applications, while simultaneously reducing network congestion. These benefits can extend to any of our consumer, enterprise, or government customers."
The Deal: ViaSat Inc. bought ICT for $54.9 million. Closed on Feb. 20, 2007.
Key executives: Michael Slygh, president, ICT; Bill Sebastian: CTO, ICT.
Deal advisers: Covington Associates LLC; Holland & Knight LLP.
Top software/services M&A deal sell side: Finalist
MRO goes worldwide after IBM buy
A Bedford software company gained a global reach after its purchase by a computer technology giant.
MRO Software Inc. was acquired by IBM Corp. in an all-cash transaction at a price of approximately $740 million, or $25.80 per share in August 2006.
MRO had been a publicly held company based in Bedford that offered software that helped businesses manage how they buy, maintain and retire assets.
MRO Software's asset management technology and consulting services is being integrated into IBM Software and IBM Global Services offerings.
"The IBM acquisition opens a world of opportunity for our clients and our employees. By integrating our asset management capabilities with IBM, we can offer our customers a complete asset management solution on a global scale," said Chip Drapeau, president and CEO of MRO Software.
IBM established MRO Software's operations as a business unit within IBM's Tivoli software division, and incorporated MRO technology into Tivoli's software offerings while marketing and selling MRO software through IBM's and MRO's sales channels and IBM business partners.
MRO customers included BP plc., Exxon Mobile Corp., China National Offshore Oil Co., Heineken International, Frito-Lay and DaimlerChrysler, company officials said.
MRO Software said it has produced double-digit growth since its reported revenue of $199.2 million for 2005. The company was founded in 1968 as Project Software & Development Inc, changing its name in 2001.
The Deal: IBM Corp. bought MRO for $741.9 million. Closed on Oct. 5, 2006.
Key Executives: Chip Drapeau, CEO, MRO Software; Peter Rice, CFO, MRO Software; Craig Newfield, legal advisor, MRO Software; Patricia Foye, marketing, MRO Software; Bob Clancy, human resources, MRO Software; Bill Sawyer, VP Tivoli Maximo operations, IBM; Jack Young, VP asset management development, IBM; Dick Cahill, head of sales, IBM; Rob Bloom, marketing, IBM.
Deal advisers - Financial: The Goldman Sachs Group Inc. Legal: Foley Hoag LLP; Gesmer Updegrove LLP; Morse, Barnes-Brown & Pendleton PC.
Top recapitalization/financing deal: Winner
Kronos takes private path to growth
When Hellman & Friedman Capital Partners VI LP took Kronos Inc. private for $1.8 billion in March, Kronos shareholders received $55 per share in cash for each share of Kronos common stock held -- a 34 percent premium over its closing share price from its trading price 20 days prior to the acquisition announcement.
Kronos has set its sights on becoming the first $1 billion software firm exclusively focused on managing the work force, said Aron Ain, Kronos' CEO.
"The acquisition has enabled Kronos to focus on its corporate goals of growing globally, expanding its presence in talent management and maintaining its leadership position in work-force management, without the distraction of needing to meet Wall Street's expectations every quarter," said Ain.
Kronos has strengthened its board by adding industry experts looking to leverage best practices, Ain said.
Investing alongside Hellman & Friedman was JMI Equity, a private equity firm focused on the software and business services industries. Kronos appointed JP Morgan as its paying agent.
"We believed that Hellman & Friedman would be a great partner for Kronos. They have tremendous capital resources, significant expertise in software and technology, and a proven track record of building leading global companies," said Ain. "Hellman & Friedman shares our commitment to accelerate global and talent management expansion initiatives as we work together to achieve our goal."
The Deal: Kronos Inc. executed a $1.8 billion recapitalization by Hellman & Friedman. Closed on June 11, 2007.
Key Executives: Aron Ain, CEO; Paul Lacy, president; James Kizielewicz, SVP; Peter George, CTO; Mark Julien, CFO.
Deal advisers - Legal: Choate, Hall & Stewart LLP; Gotshal & Manges LLP; Simpson Thacher & Bartlett LLP; Weil; Wilmer Cutler Pickering Hale and Dorr LLP; Schurgin, Gagnebin & Lebovici. Financial: Jefferies Broadview.
Top recapitalization/financing deal: Winner
VideoIQ spins out of GE, into $8M
Scott Schnell was an "entrepreneur in residence" at Atlas Venture, looking for a business investment opportunity where he could also step in as CEO. Schnell saw potential in GE Security, and is now the CEO of GE spinout VideoIQ Inc.
Waltham-based VideoIQ announced in April it secured $8 million in Series A funding from the Waltham-based Atlas and Matrix Partners.
After the spinout, VideoIQ focused on extending technology leadership in the growing video-analytics market.
Under the terms of the spinout deal, VideoIQ acquired the core products and patent-pending technology associated with the video analytics business at GE Security. As part of the financing, Axel Bichara of Atlas Venture and David Skok of Matrix Partners joined the VideoIQ board of directors.
VideoIQ's video analytics software transforms video surveillance into a real-time intelligent system for guarding against intruders, and gaining early warning of security breaches.
"After speaking to dozens of customers, vendors and analysts playing in this space, it is clear that there is no company out there like VideoIQ - in terms of technology, team and opportunity. VideoIQ is a breakthrough in the industry," said Skok, general partner at Matrix Partners.
"With security concerns continuing to rise across a wide range of global sectors, the physical security market is growing at an astonishing rate. Yet there are few solutions out there that are truly effective," said Axel Bichara, partner, Atlas Venture.
The Deal: VideoIQ won $8 million in Series A venture funding. Closed on April 26, 2007.
Key Executives: Scott Schnell, CEO, VideoIQ; David Skok, general partner, Matrix Partners; Axel Bichara, partner, Atlas Venture.
Top recapitalization/financing deal: Finalist
ABRY Partners buys into Triple Point
A Boston private equity investment firm sent $38 million down Interstate 95 to a southwestern Connecticut software company.
Boston-based ABRY Partners led the recapitalization of Westport, Conn.-based Triple Point Technology Inc., investing $38 million in convertible preferred stock in Triple Point for a majority ownership position in the company.
Founded in 1993, Triple Point offers trading and risk management information software for industries including power, oil, gas, coal, metals, agricultural products, and freight. The company's information management tools are used by over 25 percent of both Global 500 commodity trading companies and Global 500 energy companies. Triple Point's Commodity XL software is intended to improve decision making and increase trade processing efficiency.
Working with ABRY, Triple Point intended to pursue substantial growth opportunities through complementary acquisitions.
ABRY Partners, based in Boston and founded in 1989, is one of the largest private equity funds in North America, investing exclusively in the media, communications and information industries--including newspapers, internet providers, video game companies, movie theaters and healthcare information technology providers. ABRY has over $7 billion of assets under management and since 1989 has completed over $18 billion of leveraged transactions in the media, communications and information industries.
Under the agreement, Triple Point's CEO Peter Armstrong and COO Paul D'Amico own the rest of the shares.
Triple Point, which employs 237 people, acquired CoralGrid Software Ltd., a Chennai, India-based precious metals software developer, in September.
The Deal: ABRY recapitalized Triple Point Technology Inc. in a $38 million deal. Closed on Aug. 17, 2006.
Key executives: Peter Armstrong, CEO, Triple Point Technology; Paul D'Amico, COO, Triple Point Technology; John Hunt, partner, ABRY.
Deal advisers - Marlin & Associates LLC.
Top recapitalization/financing deal: Finalist
Battery takes Quovadx private
Quovadx Inc., a publicly traded global software company based in Dallas, merged with a subsidiary company of Battery Ventures, in a move that recapitalized the company and took it private.
The deal saw Quartzite Holdings Inc., a wholly owned subsidiary of Battery Ventures VII LP, which operates under the name Rogue Wave Holdings Inc., acquiring the Rogue Wave software division of Quovadx. The Integration Solutions division of Quovadx was acquired by another Battery subsidiary, ISD Acquisition Corp.
Under the terms of the merger agreement, Quovadx stockholders received $3.20 in cash for each share of Quovadx common stock held.
In addition, Quovadx stockholders approved preclosing restructuring of Quovadx. The day prior to the Battery deals, Quovadx sold its CareScience division to Premier Inc. health care alliance of Charlotte, N.C., for $34.9 million, a multiple of approximately 2.3 times CareScience's 2006 revenue.
Quovadx common stock ceased trading on the Nasdaq Global Market Exchange at market close on July 18.
Harvey A. Wagner, president and CEO of Quovadx said that the board and management team believed that the Battery deal was the best match for its employees, customers and partners.
According to Dave Tabors, general partner at Battery, both ISD and Rogue Wave Software organizations are well positioned to move forward as independent entities, following the deal.
The Deal: Battery Ventures recapitalized Quovadx Inc. to the tune of $139.39 million, by merging Quovadx units with Battery subsidiaries. Closed on July 19, 2007.
Key Executives: Harvey A. Wagner, president and CEO, Quovadx Inc.; R. David Tabors, president, Quartzite Holdings Inc. and general partner, Battery Ventures.
Deal Advisers - Financial: Atlantic Medical Management LLC; Dauphin Capital Partners; Nova Capital Management Ltd.; First Albany Capital Inc. Legal: Hogan & Hartson LLP; Morris, Nichols, Arsht & Tunnell; Sullivan & Worcester LLP.
Top recapitalization/financing deal: Finalist
Covidien comes racing out of Tyco
Tyco International Ltd. filed in January with the U.S. Securities and Exchange Commission to spin off its health-care division into an independent, publicly traded, nearly $10 billion company.
Mansfield-based Tyco Healthcare became Covidien Ltd. and made its independence official June 29, 2007.
Covidien products compete in five business segments: medical devices, imaging solutions, pharmaceutical products, medical supplies and retail products. Revenue in 2006 was $9.6 billion, with over one-third of Covidien's sales outside the United States. Covidien employs more than 43,000 people in 57 countries, and its products are distributed in over 130 countries.
Covidien separated from Tyco to gain independence and set its own path in the market, said director of financial communications Bruce Farmer.
"One of the problems with being part of an industrial conglomerate is not being able to chart your own course," said Farmer. "We couldn't invest in areas like sales, research and development. Being independent, we plan to use our $1 billion-per-year cash flow to make acquisitions and new developments."
Covidien wasted little time trying to make a brand name for itself, and separating itself from the troubled recent past of its former parent Tyco, which had seen two top executives convicted of fraud. The company made a substantial $500,000 donation to the Red Sox Foundation and the Jimmy Fund just two months after the spinout.
The Deal: Tyco International Ltd. spins out its Tyco Healthcare division into Covidien Ltd., instantly creating the largest medical technology firms in New England. Closed on June, 29, 2007.
Key Executives: Richard J. Meelia, president and CEO; Charles J. Dockendorff, CFO; José (Joe) E. Almeida, president, medical devices; John H. Masterson, general counsel; Amy A. Wendell, senior vice president of strategy and business development.
Deal advisers - Financial: Morgan Stanley; The Goldman Sachs Group Inc. Legal: Gibson, Dunn & Crutcher LLP.
Top recapitalization/financing deal: Finalist
Molecular Insight raises $150M
While Molecular Insight Pharmaceuticals Inc. went through a successful IPO, it knew the funds raised wouldn't be enough -- and it knew where to go to get the funds it needed.
During the company's recent IPO process, it communicated to investors that it would require upwards of $100 million additional funding beyond what its first public offering would bring. In early November, a group of investors answered that call, helping Molecular Insight to raise a total of $150 million.
The company sold 6,021,247 of common stock in the form of senior secure floating rate bonds, due in 2012. With this new infusion of cash, company financed a grand total of investment in 2007 of close approximately $220 million, following the February closing of its $70 million IPO.
The bonds were issued as warrants to purchase to a syndicate of about 40 individual and institutional investors, including Morgan Stanley & Co., Pequod LLC, Ahab Capital Management, Cerberus Institutional Partners, Highland Credit Opportunities, McDonnell Investment Management and QVT Associates GP LLC.
The warrants represent an 18 percent dilution of common shares. The bonds are redeemable by Molecular Insight, beginning November 16, 2008.
"We anticipate that the proceeds from this significant financing should provide us sufficient capital to fund the company through our first product launch, including expenses related to continued clinical progress on our robust pipeline of molecular imaging and targeted molecular radiotherapeutic candidates," said Molecular Insight's CEO David Barlow.
The Deal: Molecular Insight Pharmaceuticals held a pre-IPO $150 million bond financing. Closed on Nov. 16th, 2007.
Key Executives: David Barlow, CEO; John W. Babich, co-founder, president and chief scientific officer; Donald E. Wallroth, CFO.
Deal advisers - Financial: The Bank of New York Trust Co. Legal: Foley & Lardner LLP.
Top IPO: Winner
EnerNOC charged ahead with IPO
Raising capital isn't the only benefit of having a successful IPO. For EnerNOC Inc., a Boston-based energy management company, winning the confidence of utility and grid operator customers -- with millions of homes and business relying on its infrastructure -- and showing its stability in the marketplace was paramount. Clients like Independent System Operators of New England, which manages six-state power grids, need a little reassurance.
"These are not risk-taking individuals, and for good reason. They want to know the company they are doing business with has the wherewithal to be here tomorrow, the day after, and 10 years down the road," said EnerNOC CFO Neal Isaacson. "What better way to show we are here for the long run than to become a public company, to have the money on the balance sheet and that transparency."
EnerNOC filed its IPO in February, offering more than 3.5 million shares at $26 per share and expecting to raise $85 million. In May, the company officially went public, raising $99 million. It now has a market capitalization of over $700 million, with 18.5 million shares outstanding.
The company is using its funding to expand. EnerNOC now has operations in California, Delaware, Florida, Maryland, New Jersey and New Mexico.
In October, EnerNOC filed for a second offering of 2.5 million shares, at $43 per share, to finance research and development and provide cash for possible future acquisitions, which could raise another $107.5 million in proceeds.
The Deal: EnerNOC Inc. staged a $99 million IPO. Company was public as of May 18, 2007.
Key Executives: Tim Healy, CEO; David Brewster, COO; Neal Isaacson, CFO.
Deal advisers - Financial: Credit Suisse Securities (USA) LLC, Morgan Stanley & Co., Canaccord Adams Inc., Jefferies & Co. Inc., Pacific Growth Equities LLC.
Top IPO: Finalist
Molecular Insight sees solid IPO
As with most small biotechs, access to additional capital is essential in taking products through the long and expensive rigors of drug development. With two exciting therapeutic candidates in its growing pipeline, Molecular Insight Pharmaceuticals Inc. looked to the public markets for aid.
While Cambridge-based Molecular Insight announced its plans to list the company on the Nasdaq back in late 2005, the company didn't price its offering of 5 million shares at $14 per share until Feb. 2, 2007. It raised a healthy $70 million. Without either of its lead drugs -- radiotherapeutic metastatic cancer drug Azedra and molecular imaging product Zemiva -- in U.S. pivotal trials, it was quite a feat.
"Staying within SEC guidelines, we did presentations to potential investors well before the traditional 90-day meeting road show. That really enabled us to achieve the kind of size and price we were looking at," said CEO David Barlow.
Molecular Insight is using a portion of its funding to in-license two compounds from large pharmas. Onalta, another cancer product similar to Azedra, was in-licensed from Novartis. Solazed, a treatment for metastatic melanoma was in-licensed from Schering.
During IPO process, the company told investors it would require upward of $100 million in additional funding. In Early November, a group of institutional investors answered that call, helping Molecular Insight to raise a total of $150 million. That brings the grand total of investment in 2007 to close approximately $220 million.
The Deal: Molecular Insight Pharmaceuticals held a long-delayed IPO, raising $70 million. Company was public as of Feb. 2, 2007.
Key Executives: David Barlow, CEO; John W. Babich, co-founder, president and chief scientific officer.
Deal advisers - Financial: RBC Capital Markets; Jefferies & Co.; A.G. Edwards; Oppenheimer & Co. Legal: Foley & Lardner LLP; Willkie Farr & Gallagher LLP. Accounting: Deloitte & Touche LLP.
Top IPO: Finalist
Netezza nabs $115M public offering
It was time to grow for Framingham-based analytic software and warehousing appliance maker Netezza Inc. The company had already raised more than $83 million from a syndicate of investors including Matrix Partners, Charles River Ventures and Battery Ventures, all based in Waltham, and California firms Sequoia Capital and Meritech Capital Partners.
However, the company was expanding internationally and was continuing to land new customers such as Amazon.com and Ross Stores Inc. In addition to creating liquidity for the company's present stakeholders, first and foremost Netezza wanted to go public to place the company in a better position to make strategic acquisitions to grow its technology and distribution.
The company filed for an IPO on March 30, 2007 and closed the offer four months later. When the dust settled, Netezza had raked in $115.5 million before expenses and was trading on the NYSE Arca exchange under the symbol NZ. Netezza closed the offering selling 10,350,000 shares of common stock, 1,350,000 of which were granted to the underwriters as an over-allotment option.
"It's the team that sits around the table when you go public that makes the difference. You have people who have worked with the company for years and know the company. We all know and trust each other, that's important," said Pat Scannell, Netezza's CFO.
Scannell stated the company plans to use much of the capital gained to acquire new businesses, technology and personnel.
The Deal: Netezza Inc. held an IPO that raised $115.5 million. Company was public as of July 24, 2007.
Key Executives: Jit Saxena, co-founder and CEO; Pat Scannell, senior vice president and CFO.
Deal advisers - Financial: Credit Suisse Securities (USA) LLC; Morgan Stanley & Co.; Needham & Co. LLC ; Thomas Weisel Partners LLC. Legal: Wilmer Cutler Pickering Hale and Dorr LLP; Goodwin Procter LLP. Auditor: PriceWaterhouseCoopers.
Top IPO: Finalist
TechTarget tackles terrific IPO
While many companies continue to focus on the Internet's disruptive potential in e-commerce, Needham's TechTarget Inc. has been focusing on the fact that just about every major purchase made today -- whether online or offline -- is researched on the web. The company has been watching advertisers migrate to more targeted, measurable online media and is reaping those ad-dollar rewards by generating highly read corporate information technology-related content.
TechTarget CEO Greg Strakosch believes that's what led to the company executing a $75 million IPO in May. The company sold 7.7 million shares of its common stock at $13 per share. Of that amount, almost 1.3 million shares were sold by existing stockholders. On May 17, the company began trading on the Nasdaq under the symbol TTGT.
"Investors understand what is going on with traditional media, with online advertising and with ROI." said Strakosch. "So they understand that there is a lot of tailwind at our back."
TechTarget will use the IPO funds to grow the business both organically and through strategic buys, Strakosch said, adding the company has been cash-positive since 2002.
In November, TechTarget acquired KnowledgeStorm, a major player in IT lead generation. TechTarget paid $58 million for the firm, $52 million of which was in cash. The company reports it expects KnowledgeStorm to bring in revenue of $12 million to $14 million over the next 12 months. Just as importantly, KnowledgeStorm brings with it 700 advertisers.
The Deal: TechTarget Inc. executes on a $75 million IPO. The company was public as of May 17, 2007.
Key Executives: Greg Strakosch, CEO; Don Hawk, president; Eric Sockol, CFO; Kevin Beam, vice president; Rick Olin, general counsel.
Deal advisers - Financial: Morgan Stanley & Co.; Lehman Brothers Inc.; Cowen and Co. LLC; RBC Capital Markets; Ernst & Young. Legal: Goodwin Procter LLP; Wilmer Cutler Pickering Hale and Dorr.
Top life sciences M&A deal buy side: Winner
Inverness aggressive about BioSite
Waltham diagnostic devices company Inverness Medical Innovations Inc. has been on a whirlwind buying spree this year -- and back in April had its heart set on San Diego-based diagnostic testing firm Biosite Inc.
At the time, Biosite was in a merger agreement with Beckman Coulter Inc. to be acquired for $90 per share of common stock. Both Beckman Coulter and Inverness counter-offered, but in June 2007, Inverness beat out Beckman Coulter by offering $92.50 per share, or $1.6 billion.
Biosite is a diagnostics company, with a focus in immunology and cardiology. Biosite's core products are Triage BNP Tests, which diagnose heart failure by testing for a specific hormone in the blood. Inverness was also interested in Biosite's research prospects.
In August 2007, Inverness purchased blood-test maker HemoSense Inc. in an all-stock deal worth approximately $165 million. In September, the firm purchased California-based diagnostics company Cholestech Corp. in another all-stock deal valued at $330 million. In October, Inverness purchased Bio-Stat Healthcare Group, a United Kingdom distributor of medical diagnostics for more than $33 million in cash plus milestone payments. Just five days later, Inverness agreed to purchase all shares of Australian diagnostics firm Panbio Ltd. for $37 million.
And the company won't be out of cash anytime soon. On Nov. 21, Inverness Medical completed an additional public offering that generated $806.4 million.
The Deal: Inverness bought Biosite Inc. for $1.6 billion. Closed on June 26, 2007.
Key Executives: Ron Zwanziger, CEO; David Teitel, CFO; Jay McNamara, senior counsel.
Deal Advisers - Financial: UBS Investment Bank; Covington Associates LLC; Goldman Sachs Group Inc. (BioSite). Legal: Goodwin Procter LLP; Cooley Godward Kronish LLP (BioSite); Potter Anderson & Corroon (BioSite).
Top life sciences M&A deal buy side: Finalist
Genzyme gets to buy AnorMed
In October of last year, Cambridge-based biotech Genzyme Corp. announced it would acquire a relatively small Canadian drug maker, called AnorMed. The value of the deal was approximately $580 million, $65 million more than its cross-town rival Millennium Pharmaceuticals Inc. had offered just a month before.
The bidding war for AnorMed was centered on the potential of a single experimental drug called Mozobil, a drug that helps increase the number of stem cells collected in a patient's blood before being transplanted back into the body after chemotherapy.
According to Paula Soteropoulos, vice president of global strategic marketing for Genzyme's transplant group, the company felt strongly the drug would fit well with its transplant franchise, led by the anti-rejection product Thymoglobulin. At the time, Genzyme didn't have a drug approved as a conditioning regime in the United States and also looked at Mozobil as fulfilling an unmet medical need of sorts.
"We have a lot of patients that never get to transplant, and Mozobil helps them get there. It helps increase the chances that they will even get to receive (stem cell) treatment. And we really do feel we are in the best position to develop this product and get it to patients," said Soteropoulos.
And Genzyme continues to make big deals happen. In October 2007, the drug maker finally sealed another drawn-out and tumultuous acquisition with the purchase of Bioenvision Inc. for approximately $345 million.
The Deal: Genzyme Corp. acquires AnorMed Inc. out from under Millennium Pharmaceuticals for $580 million. Closed as of Nov. 7, 2006.
Key Executives: Henri A. Termeer, CEO and chairman; Peter Wirth, chief legal officer; Michael Wyzga, chief financial and accounting officer; Georges Gemayel, executive vice president, therapeutics.
Deal Advisers - Financial: UBS Investment Bank; UBS Securities Canada; Goldman, Sachs & Co. (Anormed). Legal: Ropes & Gray LLP; Osler, Hoskin & Harcourt LLP; Sullivan & Cromwell LLP (AnorMed); Dorsey & Whitney LLP (AnorMed); Farris, Vaughan, Wills & Murphy (AnorMed).
Top hardware M&A deal buy side: Winner
Haemonetics 'steers' toward Arryx
Haemonetics Corp. liked the product so much they bought the company.
Haemonetics had spent time at Chicago-based nanotechnology firm Arryx Inc. looking at its optical technology and collaborating on development of blood separation technologies since October 2004. During that time, Haemonetics purchased a 19 percent minority stake in the company. In July 2006, Haemonetics completed its acquisition of Arryx Inc. for $26 million in cash.
Arryx was servicing the agricultural industry by using its highly advanced optical lasers to separate bull semen for X or Y predominates to select the sex of cattle -- males for the steer industry and females for the dairy industry. Haemonetics vice president Gary Stacey figured out the technique could be used for -- at the very least -- separating out red blood cells, white blood cells and platelets.
According to William Still, Haemonetics's vice president of business development, the company kept the development of this technology close to the vest. Still explained that these "blood chips" could be used to check a patient's blood type in seconds and test for diseases like HIV and hepatitis relatively simply and quickly.
"What we found was that this technology had a lot broader applications in the diagnostic world," he said. "It is honestly one of the most exciting and dynamic platform technologies that I have ever seen in my 13 years in the medical device industry."
Once those kinds of sentiments multiplied, Haemonetics knew it was time for a full-on acquisition.
The Deal: Haemonetics Corp. bought Arryx Inc. for $26 million. Closed on June 18, 2006.
Key Executives: Brad Nutter, CEO; Ronald J. Ryan, CFO; James O'Shaughnessy, general counsel; Gary Stacy, senior vice president; William Still, vice president.
Deal advisers - Financial: Health Advances. Legal: Goodwin Procter LLP.
Top hardware M&A deal buy side: Finalist
Foster-Miller buys Automatika
In June 2007, Waltham-based engineering solutions and technology developer Foster-Miller Inc. completed the purchase of Pittsburgh-based Automatika Inc., a maker of robots for both military and commercial use, and Applied Perception, a robot software maker. The companies were acquired for a total of $9.2 million. Both firms were founded by faculty and graduates of Carnegie Mellon University's Robotics Institute and Business School in Pittsburgh.
Because of the reputation of Carnegie Mellon's Robotics Institute -- giving rise to a nickname for the city "Roboburgh" -- and the nature of the products Automatika is developing -- smaller, light weight and quickly deployed -- Foster-Miller saw an opportunity to enter the small robot sector.
Now head of Foster-Miller's robotics division, Ed Godere, senior vice president of power systems technology, stated what was one of the most important aspects of making the deal a success.
"With any deal, you have to have chemistry and see synergy around the table. We all felt really good about moving forward with the process, and it made all the difference," said Godere.
Automatika's flagship product is Dragon Runner, a 14-pound urban warfare robot that was co-developed with Carnegie Mellon and funded by the U.S. Marine Corps. The robot can be tossed, literally, into hostile areas or buildings for remote reconnaissance and is small enough to fit in a soldier's backpack. It is wireless and controlled by hand.
The Deal: Foster-Miller Inc. bought Automatika Inc. for $9.2 million. Closed on Aug. 6, 2007.
Key Executives: William Ribich, CEO, Foster-Miller; Richard Noyes, CFO, Foster-Miller; Ed Godere, senior vice president of power systems technology, Foster-Miller; Steve Azarian, general counsel, Foster-Miller.
Deal advisers - Legal: Choate, Hall & Stewart LLP (Foster-Miller); McGuireWoods LLP (Automatika).
Top hardware M&A deal buy side: Finalist
Global puts Xerox back into big buys
Xerox Corp. saw a revenue river in the small to midsize market and acted on it. In May 2007, Stamford, Conn.-based Xerox paid more than $1.58 billion for Global Imaging Systems Inc., a seller of printers, copiers and electronic-presentation systems headquartered in Tampa, Fla.
Xerox likes to buy big, but it hadn't made an acquisition of this magnitude since 2000, with the purchase of Tektronix Color Printing and Imaging Division for $950 million. And then the document giant stopped acquiring companies until just last year. In July 2006, it bought Amici LLC, an electronic services support company for legal and regulatory activities for $175 million. And in November 2006, Xerox bought XMPie, a multimedia marketing firm for $54 million.
According to Xerox, the Global Imaging purchase opens up its distribution opportunities in the fast-growing small and midsize business markets. The acquisition will also increase its small to midsize business capacity by over 50 percent, add 1,400 new salespeople and provide access to 200,000 new clients. Xerox executives at the time said they planned to keep all of the company's employees after completing the purchase.
Global Imaging was expected to begin selling Xerox products, including its Phaser and WorkCentre printers over the summer.
Since starting up in 1994, Global Imaging Systems had acquired more than 80 firms and employees 4,500 employees. The company went public in 1998 and generates upward of $1 billion in revenue annually.
The Deal: Xerox Corp. spent nearly $1.6 billion to buy Florida printer firm Global Imaging Systems Inc. Closed as of May 11, 2007.
Key Executives: Anne M. Mulcahy, chairman and CEO, Xerox; Lawrence A. Zimmerman, CFO, Xerox; Don H. Liu, general counsel and secretary, Xerox; Jim Firestone, president, Xerox North America.
Deal advisers - Financial: Goldman, Sachs & Co.; Morgan Stanley & Co Inc. (Global Imaging); Wachovia Capital Markets LLC (Global Imaging). Legal: Cravath, Swaine & Moore LLP; Goodwin Procter LLP (Global Imaging); Morris, Nichols, Arsht & Tunnell (Global Imaging).
Top hardware M&A deal sell side: Winner
Cushcraft finds strong exit for Polaris
After holding Manchester, N.H.-based antenna-maker Cushcraft Corp. for four years, Polaris Venture Partners and Riverside Partners LLC of Waltham decided it was time to cash out.
Cushcraft was sold for $120 million in February to the Laird Group, a United Kingdom-based electronics and security firm.
"Cushcraft expanded our presence and capabilities in highly engineered, customized radio frequency solutions for a wide variety of communications markets, including wireless local area network, wireless identification and sensing platform, WiMax and radio frequency identification," Laird Group officials noted in a recent report.
The acquisition allowed the Laird Group to grow. Cushcraft, which employs approximately 120 people, reported revenue of $1.2 million in 2006. And some of Laird's business units overlap with Cushcraft's technologies. Laird Group subsidiary Laird Technologies develops wireless cellular handset antennae and electromagnetic interference shielding for the automotive, consumer electronics, medical, military, information technology, and telecommunications industries.
In September 2003, Polaris took a majority interest in Cushcraft. Riverside closed its own investment in Cushcraft the same year.
Bryce Youngren, general partner at Polaris, said the goal is to add value to its investments by being partnering with the management team.
"(CEO) Greg Czuba and his team at Cushcraft did a tremendous job of building Cushcraft into the leading provider of high performance antennas for the WLAN, WiMAX, WISP and RFID markets," said Youngren.
The Deal: Polaris Venture Partners $120 million exit from Cushcraft. Closed on February 26, 2007.
Key Executives: Greg Czuba, CEO, Cushcraft; James Nugnes, vice president, Cushcraft; Peter Hill, CEO, Laird Group; Bryce Youngren, general partner, Polaris Venture Partners; David Belluck, general partner, Riverside Partners.
Deal advisers - Financial: Harris Williams LLC; Mooreland Partners LLC. Legal: Goodwin Procter LLP.
Top hardware M&A deal sell side: Finalist
AZNA targets a sale to Finisar
What can developing a unique 10Gb/s C-Band Tunable Chirp Managed Laser (CML) get you in the telecommunications market? Over $20 million. In March 2007, Wilmington-based telecommunications optics maker AZNA LLC was purchased by Sunnyvale, Calif.-based fiber-optics and network test technology firm Finisar Corp. for approximately $21 million.
For Finisar, the new technology improves both the performance of the laser and enables the ability to access applications at a significantly lower cost point.
For AZNA, the decision was more difficult. According to AZNA COO Farhang Sakhitab, its technology was innovative but it might have a short window of opportunity for mass adoption within the telecommunications industry. The company could seek a second round of financing and take its manufacturing facilities overseas to reduce costs, but that would delay its use by another three to four years.
"We first looked at Finisar as a customer, but then figured out that they were the leader in one side of the telecom industry. And it had incredibly low cost manufacturing infrastructure, internationally. We thought if we could be bring the technology and they would use their manufacturing capabilities, we could greatly expanding out into market," said Sakhitab.
Finisar agreed to pay AZNA $19.7 million in initial consideration with $2.7 million in cash and two convertible promissory notes of $15.6 million and $1.4 million, payable in cash or in shares of Finisar common stock. At the time of the sale, AZNA had a staff of 58.
The Deal: AZNA LLC sells to Finisar Corp. of California for about $21 million. Closed on March 26, 2007.
Key Executives: Parviz Tayebati, CEO and co-founder, AZNA; Farhang Sakhitab, COO, AZNA; Daniel Mahgerefteh, chief technology officer and co-founder, AZNA; Steve Workman, CFO, Finisar; Joe Young, general manager of optics, Finisar.
Deal advisers - Legal: Wyatt Tarrant & Combs; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC (Finisar).







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