Scout24 taken private in $6.4bn deal

BY Richard Summerfield

Private equity firms Hellman & Friedman and Blackstone have agreed to acquire German digital marketplace company Scout24 in deal worth $6.4bn, including debt.

The deal, which will be the largest ever PE buyout of a German company, is subject to a minimum acceptance threshold of 50 percent plus one share, as well as customary closing conditions and merger control review. The transaction is being made through holding company Pulver Bidco, jointly controlled by funds advised by Hellman & Friedman and affiliates of Blackstone, and is expected to close in late May.

Scout24 accepted a revised €46 a share offer from the two US private equity firms after rejecting a €43.50 per share offer in January. The offer represents a 27.4 percent premium to the unaffected share price of €36.1 on 13 December 2018 and a 24.4 percent premium to the unaffected three month volume weighted average share price of €37. The offer values Munich-based Scout24 at almost 18 times 2019 earnings before interest, taxes, depreciation and amortisation (EBITDA).

“We believe this is an attractive offer with a substantial premium, high transaction certainty and a strategic value-add for the company,” said Hans-Holger Albrecht, chairman of Scout24.

“Hellman & Friedman and Blackstone are known to Scout24 as trusted and long-term partners given their prior ownership and familiarity with the company,” said Tobias Hartmann, chief executive of Scout24. “The terms of the offer represent an attractive opportunity for a highly strategic partnership that recognises the quality of the Scout24 platform, its employees, customers and partners. I am delighted about our joint long-term vision and ambition to turn Scout24 into a leading European digital player.”

Scout24 was previously owned by Hellman & Friedman, which acquired a controlling stake from Deutsche Telekom in 2013 for €1.5bn before listing the business in 2015, valuing it at €3.2bn. KKR sold a 50 percent stake in the business to private insurance group Swiss Mobiliar in 2016.

Hellman & Friedman and Blackstone are believed to have defeated rival PE firms to secure Scout24, including EQT Partners, Silver Lake and KKR & Co.

News: Private equity firms win over Scout24 with improved $6.4 billion bid

UK FinTech investment reaches record levels

BY Richard Summerfield

2018 was a record year for the FinTech industry, according to Innovate Finance’s ‘2018 FinTech VC Investment Landscape’ report. Last year saw $36.6bn of venture capital (VC) invested in the sector across 2304 deals – a 148 percent increase from 2017 and a 329 percent increase over five years.  

VC and private equity (PE) investment in the UK’s FinTech sector reached record levels in 2018, up 18 percent year-on-year to $3.3bn. PE investment rose 57 percent to $1.6bn, while venture capital dipped to $1.7bn, ahead of its peers in Europe.

VC investment into FinTech in both China and the US overshadowed and outpaced all other global regions, however. Of the top 15 deals in 2018, over half occurred in the US and a third in China. Combined, China and the US accounted for 80 percent of the world’s 15 largest deals.

China led the way, with $18.9bn invested across 90 deals. The US was the most dynamic and mature market, with $10.6bn invested across 1042 deals, a 52 percent increase in capital invested year-on-year. The UK’s FinTech sector ranked third. Within Europe, the UK continued to dominate, though Germany in second place on the continent saw $716m invested across 48 deals, with third placed Switzerland attracting $328m invested across 40 deals.

“It is very encouraging to see that investment continues to grow in the UK FinTech sector, reaffirming its position as a leading global financial and technology centre,” said Charlotte Crosswell, chief executive of Innovate Finance. “The UK has a unique position across financial services, technological innovation, regulators and government which all play a crucial role in this impressive growth journey. However, we should not be complacent as new challenges lie ahead; we must focus on growing our talent and capital pipeline across the UK, to ensure sustainable and inclusive growth in the future.”

2018 was also a notable year for a number of challengers and banking platforms, including Revolut, Monzo and SolarisBank, among others, which raised record amounts of capital.

Report: 2018 FinTech VC Investment Landscape Report

Global M&A activity forecast to grow in H1 2019, says new report

BY Fraser Tennant

The number of global M&A deals is forecast to increase by 2 percent year-over-year (YOY) during the first six months of 2019, according to a new report by Intralinks.

In its ‘2019 Deal Flow Predictor’, Intralinks highlights an uptick in M&A activity in North America (NA), Asia-Pacific (APAC) and in Europe, with the  strongest growth in deal announcements expected to come from the real estate, energy & power and materials sectors.

Among the report’s key findings for H1 2019:  (i) in NA, the number of M&A deals is forecast to increase by around 5 percent; (ii) in APAC, the number of deals is expected to increase by around 4 percent; and (iii) among the five largest European economies, France, Italy, Germany and the UK are expected to show higher levels of M&A announcements, with Spain expected to be flat.

Conversely, M&A activity in Europe, the Middle East & Africa (EMEA) and Latin America (LATAM) is expected to fall by 1 percent and 6 percent in H1 2019, respectively. 

However, despite indications that the M&A market will push higher in the short term, Intralinks suggests that the pace of the current M&A up-cycle, which began in 2014, may have peaked and that dealmakers face considerable headwinds in 2019.

These headwinds  include a slowing global economy, partly driven by the trade war between the US and China, rising interest rates, depressed global equity markets, increasing nationalism and protectionism against cross-border M&A, and the uncertainty and potential damage to European economic growth caused by the political chaos of the current Brexit process.

In terms of Brexit, the Intralinks report examines whether the UK’s departure from the EU is an opportunity or a threat, while noting that UK has been one of the best-performing M&A markets in Europe in recent years  –  the number of announced deals for UK targets in Q4 2018 having been 41 percent higher than in Q2 2016.

“Of course, this does not necessarily predict what will happen once the UK actually leaves the EU, but it is nevertheless an interesting and counterintuitive example of how investors may be assessing the UK’s prospects as being brighter than they currently appear in a post-Brexit world,” said Philip Whitchelo, vice president, global market & customer engagement at Intralinks. “If the UK government makes good on its promises to continue to make the UK an attractive destination for investment, perhaps by lowering taxes and streamlining regulation, then Europe’s largest M&A market may continue to thrive.”

Report: Deal Flow Predictor 2019

Investor group acquires Ultimate Software in $11bn deal

BY Fraser Tennant

In a move which takes a global provider of human capital management (HCM) into private ownership, Ultimate Software is to be acquired by an investor group led by private equity firm Hellman & Friedman in a transaction valued at approximately $11bn.

Under the terms of the agreement, all of Ultimate’s stockholders will receive $331.50 in cash for each share of the company’s common stock. Ultimate’s board of directors has unanimously approved the transaction and has recommended that stockholders vote in its favour.

Founded in 1990, Ultimate Software is a leading global provider of cloud-based human capital management and employee experience solutions, with more than 48 million people records in the cloud. The firm delivers HR, payroll, talent, and time and labour management, as well as HR service delivery solutions.

“This transaction will bring meaningful benefits to our employees and customers – both in the long and short terms,” said Scott Scherr, chief executive and founder of Ultimate. “It will also allow us to make additional, prudent investments in our products and services so that our customers will benefit from our ability to bring new features and services to market more quickly, while still enjoying the same high level of service.”

Upon completion of the transaction, Ultimate will continue to operate under the leadership of Mr Scherr and the existing senior management team. The privately held company will be owned by Hellman & Friedman in partnership with significant investors Blackstone, GIC, Canada Pension Plan Investment Board (CPPIB) and other investors, including JMI Equity.

“Ultimate’s impressive track record of growth is built on the outstanding quality of its software and its dynamic and motivated employees,” said David Tunnell, a partner at Hellman & Friedman. “The company deeply understands the essence of human capital management, having itself been recognised with numerous best workplace awards from leading publications for its exceptional mission-driven culture. We look forward to building on Ultimate’s successes, working along with our investment partners.”

The acquisition is expected to close in mid-2019, subject to stockholder approval and other customary closing conditions, including regulatory approvals.

News: Ultimate Software agrees to $11 billion buyout by investor group

The evolving cyber threat

BY Richard Summerfield

2018 was a challenging year for the cyber security industry as threat actors’ tactics, traits and techniques continued to evolve. As a result, the number of large corporations which fell victim to cyber attack continued to grow last year, according to AppRiver’s ‘2018 Global Security Report’.

AppRiver’s Email Security and Web Protection filters quarantined more than 10 billion global threats including: (i) 8.3 billion messages containing URL-based malware, phishing attacks and text-based attacks; (ii) 300 million emails that included malware in a message attachment; (iii) the majority of malicious attachments with Word files with embedded macros; and (iv) 4.5 billion quarantined messages that originated in the US.

Trojan attacks surpassed the number of ransomware attacks, becoming the most commonly distributed threat type – Trojans were dispersed more than 20 million times. The ‘Trickbot Trojan’ and ‘Emotet’, were particularly prominent threats. Emotet, which functions as a downloader of other banking Trojans, cost state, local, tribal and territorial (SLTT) governments up to $1m per incident to remediate. In order to defeat such attacks, companies must deploy a robust ‘defence-in-depth’ approach, the report notes. Distributed Spam Distraction (DSD) and Business Email Compromise (BEC) attacks also became more prominent in 2018.

“The lines between hacking, cybercrime, and cyberwarfare are increasingly blurred now,” said Troy Gill, AppRiver’s senior cybersecurity analyst. “As a result, protecting small- and mid-sized businesses must be considered an integral part of our larger national cybersecurity posture. To be most effective, our strategy must be comprehensive, addressing vulnerabilities at all levels.”

Looking ahead, the report notes that internal ecosystem attacks will increase and attackers will employ more ‘bleeding-edge’ attack methods. The report notes that more advanced attack techniques will likely trickle down from the nation-state level to threaten more for-profit attacks against the public.

The rapid growth of the number of Internet of Things (IoT) devices will also create challenges, particularly as the lack of security being built into such devices will leave parties exposed.

Report: 2018 Global Security Report