Software deals

The M&A market for software-deals is thriving. The number of deals and deal value have reached an all-time high in 2020. Despite the impact of the COVID-19 pandemic on the world, the M&A market for software companies was resilient and benefited from the increased use of cloud-based solutions during lockdown measures. The increasing interest in software companies by non-tech companies and financial investors has also further accelerated growth.

Adding value

M&A is an efficient way for companies to gain access to new software solutions and assets, including skilled and specialised people. We view a successful M&A software deal as one where the strategic options have been considered, a healthy risk-profile has been completed, and most importantly, where value has been created over time. This is what is referred to as the lifecycle of an M&A deal.

We are here to add value during each stage of the lifecycle, which we have demonstrated successfully with our diverse range of clients from scale-ups to industry leaders in the M&A software market.
  • Advised the publicly traded software company Bentley Systems Inc. on the acquisition of Oxplus B.V.
  • Advised, together with Skadden, Arps, Slate, Meagher & Flom LLP, Dell Technologies Inc. on the sale of the Boomi business to private equity firms Francisco Partners and TPG. Boomi specializes in integrating different cloud platforms for companies and has more than 15,000 customers. The deal value is USD 4 billion.
  • Advised Bosch Rexroth on the sale of its Large Projects business to Van Halteren Group. Bosch Rexroth is an internationally operating group specialized in mechanical and installation engineering solutions using advanced technologies and extensive industry knowledge.
  • Advised Siemens with its acquisition of Sqills, a leading provider in the provision of cloud-based inventory management, reservation, and ticketing software to public transport operators around the world. The agreed purchase price is EUR 550 million plus an earn out.
  • Represented Xebia, a portfolio company of Waterland Private Equity, in connection with the acquisition of coMakeIT. coMakeIT provides software product expertise, including IT engineering services and is active in the Netherlands, India, Australia and the UK.
  • Advised Exact on the acquisition of Gripp, provider of SaaS business software for professional service companies.
  • Assisted Chinese Wingtech Technology Co. Ltd (the world's largest smartphone contract manufacturer) together with JunHe LLP (Wingtech's PRC advisor) in the acquisition of a majority stake in semiconductor firm Nexperia.
  • Houthoff advised Dutch online broker DeGiro on its acquisition by German online broker Flatex for a purchase price of EUR 250 million. With the acquisition of DeGiro, Flatex will become the leading pan-European online broker.
  • Assisted Shenzhen Goodix Technology Co. with its agreement with NXP Semiconductors under which it will acquire all assets of NXP Semiconductors' Voice and Audio Solutions (VAS) for USD 165 million.
  • Advised GIC, Singapore’s sovereign wealth fund, on the joint venture agreement with Equinix for more than USD 1 billion to develop and operate hyperscale data centres in Europe. The joint venture will acquire two operational data centres in London and Paris and plans to futher develop data centres in Amsterdam, Frankfurt (two sites) and London. Houthoff was co-counsel to Kirkland & Ellis on this transaction.
  • Advised Hexaware Technologies Ltd on the acquisition of Mobiquity Inc. Mobiquity provides digital consulting services for the world’s leading brands, such as Amazon Web Services, Rabobank, Philips, Wawa, Backbase and Otsuka. Houthoff worked jointly with Skadden, Arps, Slate, Meagher & Flom LLP on this transaction.

Strategic options

The ample accessibility of capital allows for different ways to increase liquidity and the complexity of pursuing strategic options. With our industry knowledge, we are here to explore the market and help you with your strategy – whether that involves remaining independent, joining alliances, pursuing a merger or initiating an IPO.

M&A preparation and execution

When preparing an M&A deal, we ascertain the assets essential to the economic rationale of the deal. We also anticipate potential risks that may jeopardise value creation and advise you on go/no-go decisions or remedial actions.

In software deals, diligence processes are typically focused on IP ownership and key personnel. A target company's technology is one of its key assets. Reviewing in detail the target company's intellectual property position is therefore a vital part of the transactions' due diligence phase. This includes determining which persons were involved in the development (founders, employees and external developers) and analysing the intellectual property arrangements with such parties. In addition, the use of open source (where appropriate by conducting an external open source review) and third-party licenses as part of the company's technology should be mapped out.

Together with our M&A Team, Houthoff's IP specialists and employment specialists work as an integrated team. They are part of our technology focus group who share best practices and ensure top-notch legal advice on Tech.

Tech players face challenges on social responsibility and in a complex regulatory landscape. When pursuing M&A deals, we support our clients in navigating through these fields with our highly specialised privacy, regulatory and anti-trust teams.

Post-completion value creation

In times when demand is high and prices of software assets and capabilities are soaring, companies are increasingly pressured into creating value when acquiring assets. The assets need to perform and respond according to a demanding business case, which in isolation can be challenging.

We assist our clients in delivering the promised valuation following an M&A deal. We benefit from the knowledge of the asset during our diligence process and the best market practices available to the teams as we support our clients in the post-merger integration.

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Thomas de Weerd

Key Contact

Amsterdam
Advocaat | Partner
+31 20 605 69 85
+31 6 5165 9208

Key Contact

Amsterdam
Advocaat | Counsel
+31 10 217 25 82
+31 6 4387 5195