Overview:
On 11 Nov 2019, OpenText announced that it had entered into a definitive agreement to acquire Carbonite for $23 per share in cash, a 78% premium on the closing price on 5 Sep 2019, the last trading day before a media report was published speculating about a potential sale process. This represents an enterprise value of approximately $1.42bn.
This transaction follows a comprehensive process run by the board to identify the best way to maximize value for shareholders after it received expressions of interest from multiple strategic and financial parties.
About OpenText:
OpenText is a market leader in Enterprise Information Management (EIM) software and solutions, both on-premises and for the cloud, offering the only complete solution for EIM with a comprehensive view of all the information within an organization.
About Carbonite:
Founded in 2005, Carbonite is a global leader in data protection and cybersecurity. The company provides provider of cloud-based subscription data protection, backup, disaster recovery and end-point security to small and medium-sized businesses and consumers.
Carbonite has a leading SMB and prosumer channel with 14,000 MSPs, 300,000 SMB customers, 50 million end-point points and 7 million prosumers with an annual recurring revenue (ARR) of 90%.
Headquartered in Boston, MA and publicly traded on the NASDAQ the company has 1500 employees with skills in security, data protection and cloud operations.
Transactions details:
The deal, funded with OpenText’s existing cash on hand and revolver, is valued at an EV / LTM sales multiple of 2.8x and an EV / LTM EBITDA multiple of 21x(1), inclusive of annualized full year reported Webroot GAAP revenues at approximately 27%(2) EBITDA margin, a significant acquisition which closed in March 2019.
The acquisition of Carbonite is expected to extend OpenText's leadership in the Enterprise Information Management (EIM) market by complementing OpenText's security offerings in data loss prevention, digital forensics, end-point detection and response with the addition of Carbonite's data protection and end-point security solutions.
The acquisition adds significantly to OpenText’s cloud business and complements OpenText's strong Global10K enterprise customer base and enhances its presence in the SMB and prosumer markets.
(1) Calculated
(2) Webroot acquisition announcement
The Chesapeake Group was not an advisor in this transaction.