Symantec to Acquire Clearwell Systems Inc. May 19, 2011

Transcription

1 Symantec to Acquire Clearwell Systems Inc. May 19, 2011 Helyn Corcos, Vice President Investor Relations, Symantec Good afternoon and thank you for joining us to discuss Symantec s planned acquisition of Clearwell Systems Inc. With me on today s call are Enrique Salem, President and CEO of Symantec; Aaref Hilaly, President and CEO of Clearwell; and James Beer, Executive Vice President and CFO of Symantec. In a moment, I will turn the call over to Enrique who will discuss the rationale behind the acquisition and provide an overview of the deal. Then, Aaref will share his thoughts on the exciting synergies that exist as our companies join together. They will be followed by James who will provide a summary of the financial details and expectations for these transactions. Today s call is being recorded and will be available for replay on Symantec s website. A presentation outlining the merits of the acquisition along with the press release and FAQ are currently available on our investor relations website. A copy of today s prepared remarks will be posted shortly after the call is completed. Before we begin, I would like to remind everyone that the information discussed on this call contains forward-looking statements that involve risks and uncertainty, including expectations regarding the closing of the acquisition and the potential benefits of the combination of Symantec and Clearwell. Such risk factors include, among others, satisfaction of closing conditions to the transaction, our ability to successfully integrate the merged businesses and technologies, and customer demand for the technologies and integrated product offerings. These statements are based on current expectations and actual results may differ materially from those set forth. Additional information concerning factors that may cause actual results to differ can be found in Symantec s filings with the U.S. Securities and Exchange Commission. It s now my pleasure to introduce our President and CEO Enrique Salem. Enrique Salem, President and CEO Symantec Thank you Helyn and good afternoon everyone. Today, we announced that we have signed a definitive agreement to purchase Clearwell, a privately-held and recognized leader in the ediscovery market. Clearwell's ediscovery solution complements and enhances our archiving and ediscovery capabilities for a more complete offering. This acquisition will bring together the industry s leading ediscovery, archiving and backup offerings to provide customers the most comprehensive information management solution available. We are excited to have Clearwell s team become a part of Symantec. 1

2 As information continues to grow at unprecedented rates, the biggest challenge for customers is to protect, manage and backup this information as well as have the ability to categorize and discover it efficiently. The acquisition of Clearwell s market leading electronic discovery solution will further increase Symantec s ability to get the right information, to the right people, at the right time, while eliminating the need for high-cost manual discovery with market leading electronic discovery software solution. Clearwell expands our addressable ediscovery market opportunity. According to Gartner, the ediscovery software market is expected to grow at a compounded annual growth rate of 14% to reach $1.7 billion in Growth in this market is being driven by the unprecedented rate of information growth coupled with increased corporate governance and information classification requirements. As a result, customer spend is shifting from manual discovery services to automatic electronic discovery. In addition, an increase in corporate investigations and litigations are driving the need for organizations to automate and simplify the process of discovery. Clearwell s broad set of ediscovery solutions will enhance our ability to provide context and relevance to information management as well as improve our information governance and information retention capabilities. Together, Symantec and Clearwell are positioned to offer customers the ability to both proactively and reactively manage and discover their information. The combined company will be able to help customers do this with unprecedented speed, efficiency and scale, while at the same time; reducing their information management costs. Estimates from Gartner also suggest that the archiving market is expected to grow at a compounded annual growth rate of 24% through 2014 reaching $2.7 billion. Our industry leading archiving product, Enterprise Vault generated double digit year over year bookings growth for fiscal year This acquisition enhances our discovery technology to provide a more comprehensive ediscovery solution. The combination of archiving and ediscovery will help IT and legal users streamline and reduce their cost, time and risk of ediscovery across nearly all information sources including , desktops, file servers, backups and the cloud. Following the close, Symantec will leverage the existing, longstanding integration between Enterprise Vault and Clearwell s products to provide a consistent workflow through the archiving and discovery process. In addition, we will leverage our information classification capabilities from Data Loss Prevention and Data Insight into our archiving and ediscovery solutions. We expect to cross sell Clearwell into the Enterprise Vault installed base as well as sell more archiving solutions given the strength of our ediscovery capabilities. We also expect this acquisition to provide future cross sell synergies with our backup solutions. From a go-to-market perspective, many of Clearwell s customers take product delivery and services through partners who are also certified with our Enterprise Vault product, leading to natural synergies. Both Symantec and Clearwell have realized numerous customer wins by jointly going to market through a common set of partners. In addition, we expect to leverage Symantec s global sales and marketing footprint to sell Clearwell s products. 2

3 In closing, we ve outlined an exciting acquisition that will increase our total addressable market and complement our existing product lines. This acquisition will further differentiate our products from the competition and help our customers migrate to Symantec s next generation information management solutions. There is exceptional talent throughout Clearwell, and we look forward to working with the new team. With that, I d like to introduce Aaref Hilaly, President and CEO of Clearwell, and ask him to provide his perspective. Aaref Hilaly, President & CEO, Clearwell Thank you, Enrique, and good afternoon. Let me begin by saying how excited we are to be joining the Symantec team. Like Enrique, we see tremendous potential in combining our incredible teams and market leading products to better serve our customers and our partners. I d like to take a few moments to give you a sense for the ediscovery challenges our customers face and how our solutions address them. Whenever companies are involved in litigation, or when regulators come knocking on the door with an information request, or when there is an internal investigation, in all of those situations, companies have a legal obligation to go through a process called electronic discovery or ediscovery, whereby they sift through all of their s and files to figure out exactly what happened, and who said what to whom. Now, as some of you may have experienced, this ediscovery process is very expensive because, as the New York Times recently noted, in the past companies had to employ armies of lawyers to comb through documents by hand. Today, companies have a choice and instead can use technology like Clearwell to meet their legal obligations to the courts and to regulators at a tiny fraction of the cost of what they were spending before. As one of the pioneers of the ediscovery industry, Clearwell has built a leadership position by delivering an ediscovery application that s easy to use and quick to install. The product simplifies and accelerates the entire ediscovery process, from data preservation, to identification and collection, to searching and early case assessment, through to document review and production. Clearwell has over 400 customers and 75 partners in 14 countries around the world. The company has earned the highest rating from Gartner in each of its past 3 reports covering the space, most recently in Gartner s 2011 Magic Quadrant for ediscovery Software, which placed Clearwell in the Leaders Quadrant. For the past several years, we have worked closely with Symantec as technology partners, and have come to feel a strong affinity for the company and its outstanding leadership team. Many of our customers are using Clearwell together with Enterprise Vault in a single integrated workflow, and they have often requested that we couple our products more tightly to better serve their information management needs. So, on both a personal level, and from the perspective of better serving our customers, we are now delighted to combine Clearwell with Symantec s archiving and backup products, to create a new generation of information management solutions. 3

4 Now, I will turn the call over to James to discuss the financials. James Beer, Executive Vice President and CFO, Symantec Thank you, Aaref. The total value of today s transaction equates to $390 million net of Clearwell s existing cash balance of approximately $20 million. This consideration will be paid with approximately $345 million from our cash on hand and approximately $45 million in Symantec stock options in exchange for outstanding Clearwell employee options. Clearwell has delivered strong growth in the last two years. The net value of the transaction represents a trailing revenue multiple of 7.0 times given that Clearwell generated revenue of $56 million during the last twelve months ending March 31. The transaction is expected to close during the September quarter, subject to regulatory Hart- Scott-Rodino approval and other customary closing conditions. We will record a write-down of Clearwell s deferred revenue balance in conjunction with the acquisition, consistent with purchase accounting rules. We expect that the deferred revenue write-down will impact fiscal year 2012 revenue by between $10 and $15 million, assuming nine months of operations post closing. Certain assumed contracts may extend beyond one year. Our revenue will be affected by the deferred revenue write-down until such contracts expire. This adjustment will have no impact on cash flow. After taking into account the deferred revenue haircut, we expect the acquisition to contribute approximately $55 million to $65 million of GAAP revenue during nine months of operations in the current fiscal year. We expect revenue to ramp throughout the year with September quarter revenue being in the range of $10-$15 million. Geographically, approximately 80% of Clearwell s revenue is generated in the US. Most of Clearwell s international revenue is generated from Canada, the UK and Japan. The transaction is expected to be 1.5 cents dilutive to fiscal year 2012 non-gaap Earnings Per Share due to the purchase price accounting write-down of deferred revenue. We expect one penny of dilution in the September quarter and half a penny of dilution in the December quarter. The transaction is expected to be accretive starting in fiscal year Once the acquisition is finalized, Clearwell will operate within Symantec s Information Management Group, led by Deepak Mohan, and will be included within the Storage and Server Management segment. We will integrate the Clearwell sales force into the Symantec enterprise sales team led by Bill Robbins, our EVP of Worldwide Sales. We are working to retain key personnel in R&D, sales, and operations in order to minimize any disruption to the market momentum that Clearwell has established. In total, we expect to bring over approximately 200 employees. 4

5 Our integration planning team has been focused on taking steps to ensure a smooth transition for our customers, distributors, partners and employees. Both companies, of course, will continue operating their businesses independently until closing. Now, I would like to hand the call back to Helyn to address your questions. Hand over to Helyn for Q&A Thank you James. Operator will you please begin polling for questions. Operator, we are ready for the first question. Return to Enrique for Final Remarks Thank you for your time this afternoon. With this acquisition, we have combined the industry s leading archiving solution with the industry s leading ediscovery solution to create an unmatched, market differentiating solution. I expect the combination of Symantec and Clearwells s products to provide our customers a comprehensive information management solution for ediscovery. I look forward to seeing you at our Financial Analyst Day next Thursday. 5