Saturday, April 1, 2017

A Complicated Chain of Mergers and Acquisitions

A convoluted set of interrelated mergers over the past two years has brought together players from Singapore, Irvine, San Jose, Suwanee (Georgia) and the UK, with the various companies in play including ARRIS, Avago, Avaya, Broadcom, Brocade, Extreme, Motorola Mobility, Pace and Ruckus. For customers, employees and investors in these companies, such transactions are always disruptive to some degree, while for the wider networking industry it is interesting to see how shareholder value is created or destroyed by rearranging the products and development teams between a handful of players. This piece will review the key moves in this complicated dance sequence.

Avago a big buyer and seller

Perhaps the prime mover here is Avago Technologies, which in May 2015 agreed to acquire Broadcom for approximately $37 billion in a deal involving $17 billion in cash the rest in Avago shares. As part of the deal, Avago changed its name to Broadcom. This merger was premised on the goal of building the 'world's leading' diversified communications semiconductor company. In terms of overall annual revenue, the combined company entered the space in the No.3 position, behind Intel (No.1) and Qualcomm (No.2), but ahead of Texas Instruments and NXP.

Broadcom, based in Irvine, California, was founded in 1991 by Henry Samueli and Henry T. Nicholas III, two professors from UCLA; by the time of the deal, Broadcom had about 10,000 employees worldwide and more than 10,700 U.S. and 3,700 foreign patents. Revenue in 2014 was $8.43 billion.

Avago traces its origins back to 1961, when it was established as the semiconductor division of Hewlett-Packard. In 1999, it became part of the Agilent Technologies split; in 2005 Agilent sold the division to the private equity firms of KKR and Silver Lake Partners. In August 2008, Avago completed its initial public offering and shares began trading on Nasdaq under the symbol AVGO.

Even prior to the mega transaction with Broadcom, Avago had been on as acquisition binge. In 2014, it acquired LSI for $11.15 per share in an all-cash transaction valued at $6.6 billion, but later sold off LSI's SSD division to Seagate and then its Axxia networking division to Intel. In February 2015, Avago agreed to acquire Emulex, which supplies Ethernet and Fibre Channel connectivity products to leading OEMS. In 2013, Emulex acquired Endace, a specialist in monitoring solutions.

In November 2016, Broadcom agreed to acquire Brocade Communications Systems for $12.75 per share in an all-cash transaction valued at approximately $5.5 billion, plus $0.4 billion of net debt. At the time the deal was announced, Broadcom said it was motivated by Brocade's Fibre Channel storage area network (FC SAN) switching business, but that it would divest Brocade's IP Networking business, consisting of wireless and campus networking, data centre switching and routing, and software networking solutions. This it has since done.

In February, ARRIS agreed to acquire Brocade's Ruckus Wireless and ICX Switch business for $800 million in cash, plus the additional cost of unvested employee stock awards, following the closing of Broadcom's acquisition of Brocade. The deal is contingent on Broadcom closing its acquisition of Brocade, as announced on November 2, 2016, which was approved by Brocade shareholders on January 26th. Broadcom presently expects to close the Brocade acquisition in its third fiscal quarter ending July 30, 2017. For ARRIS, the Ruckus deal expands its market segment into service provider WiFi and enterprise WLAN. As a side note, Brocade acquired Ruckus Wireless less than a year ago in a deal valued at approximately $1.5 billion, consisting of $6.45 in cash and 0.75 shares of Brocade common stock for each share of Ruckus common stock.

ARRIS a buyer

ARRIS began to consolidate its position as the leading supplier in cable networking five years ago by acquiring Motorola Home from Google for $2.35 billion in cash and stock. Motorola Home was a leading global supplier of digital video and IPTV hardware and software solutions for the cable, telecom, broadcast and satellite markets. Google had acquired Motorola for $40.00 per share in cash, or a total of about $12.5 billion, in 2012, primarily for its trove of 12,000 patents to strengthen the intellectual property domain of its Android ecosystem.

In 2015, ARRIS acquired Pace plc, another leading supplier of networking equipment for cable operators, for $2.1 billion (GBP 1.4 billion) is stock and cash.

Extreme also a buyer

Earlier this week, Extreme Networks agreed to acquire Brocade Communications Systems' data centre switching, routing, and analytics business from Broadcom for $55 million in cash, consisting of $35 million at closing and $20 million in deferred payments, as well as additional potential performance based payments to Broadcom, to be paid over a five-year term. The sale is contingent on Broadcom closing its acquisition of Brocade.

It is interesting to note that most of Brocade's data centre and routing team traces its origins to Foundry Networks, which Brocade acquired in 2008 for approximately $3 billion (the deal was amended prior to closing in November 2008). Foundry Neworks, established in 1996 by Bobby R. Johnson, gained notoriety for a spectacular IPO in 1999 during the height of the Internet bubble when its market capitalisation soared to $9 billion. Foundry was among the first to ship a Gigabit Ethernet switch.

In 2012, Brocade acquired Vyatta, a Silicon Valley-based developer of virtualised networking software. Financial terms of this deal were not disclosed. Brocade also acquired Vistapointe in 2014, a start-up based in San Ramon, California with operations in Ireland and Bangalore, India, for its cloud-based and real-time network intelligence solutions for mobile operators, on undisclosed terms. Vistapointe brought expertise in data extraction, analysis and insight generation technologies that enable mobile operators gain visibility into their mobile networks. These units presumably form part of the sale to Extreme Networks.

Extreme Networks has also made two other recent deals to fortify its position. Earlier this month, it entered into an agreement with Avaya to be the stalking horse bidder to acquire its networking business in an auction process. This deal was valued around $100 million. And in October 2016, Extreme acquired the wireless LAN business of Zebra Technology for $55 million in cash.

Brocade broken apart

One of the big outcomes from all this activity is that Brocade is being broken apart into its historical components: Fibre Channel, Ethernet switching, and the Ruckus Wireless Group. ARRIS emerges with a broadened portfolio and Extreme Networks appears to be rejuvenated. Most of all, Avago/Broadcom gains considerable leverage as the dominant supplier of several key networking components and also as a deal maker who is reshaping the industry.

FirstNet Picks AT&T for roll-out of National First Responder Network

AT&T has been selected by the First Responder Network Authority (FirstNet) to build and manage the first broadband network dedicated to America's police, firefighters and emergency medical services (EMS) that will cover all 50 states, 5 U.S. territories and the District of Columbia, including rural communities and tribal lands.

The communications infrastructure to be provided by AT&T will support the millions of first responders and public safety personnel nationwide. The public-private infrastructure investment is expected to create around 10,000 U.S. jobs over the next two years, with the roll-out scheduled to begin later in 2017.

AT&T noted that first responders currently use commercial networks, which can suffer from congestion, and utilise over 10,000 different networks for voice communications that may not interoperate. FirstNet is aiming to address these limitations.

For the project AT&T will create a national IP-based, high-speed mobile communications network for first responders designed to improve rescue and recovery operations, more effectively connect first responders to the information they need, support public safety initiatives based on IoT and smart city solutions and enable the use of new capabilities such as wearable sensors and cameras.

Under the terms of the 25-year agreement between FirstNet and AT&T:

1. FirstNet will provide 20 MHz of telecommunications spectrum and success-based payments of $6.5 billion over the next five years to support the network build-out, with the funding raised from previous FCC spectrum auctions.

2. AT&T will spend approximately $40 billion over the term of the contract to build, deploy, operate and maintain the network, with a focus on ensuring reliable coverage for public safety users.

3. AT&T will also connect FirstNet users to the company's telecom network assets.

In addition, FirstNet and AT&T will seek to develop the network in line with technology advances, for example, to leverage 5G network capabilities as they become available over the next few years.

To help FirstNet achieve its public safety objectives, AT&T has assembled a team of partners that includes Motorola Solutions, General Dynamics, Sapient Consulting and Inmarsat Government.