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Industry Insight

August 29, 2008
Industry Insight from NelsonHall. For more comment, visit: www.nelson-hall.com
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Dear #FIRSTNAME,
  • Ricoh to Acquire IKON for $1.6Bn

    Aug 27, 2008 | Mergers and Acquisitions by Rachael Stormonth

    Ricoh is to acquire IKON through RICOH's wholly owned U.S. distribution subsidiary, Ricoh Americas Corporation ("RAC"). Ricoh will acquire IKON for $17.25 per share, or c. $1.6Bn in cash.

    The transaction has been approved by the boards of directors of both RICOH and IKON.

    IKON has c. 24,000 personnel in 400 locations in North America and Western Europe.

    The integration process will be a reverse triangular merger: merging an acquisition subsidiary Keystone Acquisition, Inc., wholly owned by RAC, with and into IKON.

    Analyst comments:

    IKON has been struggling with declining revenues for the last decade (from $5.5Bn in FY 1998 to $4.17Bn in FY 2007). While there have been some improvements in operating margin since FY 2005, it was just 4.9% in FY 2007.

    The board has conducted a formal review of strategic alternatives for the company, and clearly found no better alternative than this offer, which represents a 33% premium over IKON's trailing 60-day average stock price as of market close on August 26th.

    The only area of top-line growth for IKON in recent years has been its Managed & Professional Services (MPS) business, which accounts for c. 20% of overall revenues. The M&PS portfolio consists of the following offerings (with FY 2007 revenue share):

    • Professional Services (11.3%)
    • On-site Managed Services (68.1%)
    • Off-site Managed Services (20.6%): its Legal Document Services business.

    FY 2008 nine month year-to-date revenues for M&PS were $628m; full year revenues are likely to be close to $850m. Over 90% of revenues are derived from the U.S.

    This acquisition will significantly enhance Ricoh's capabilities in document management services and improve its positioning against other hardware vendors such as Xerox and Oce who have been developing substantial document management BPO capabilities.

    Challenges for IKON in developing the M&PS business will include:

    • Growing the offsite managed services business, which has been the weakest area of the portfolio
    • Evolving the value proposition of the professional services business, which has historically emphasized IKON's ability as an independent distribution channel to recommend solutions leveraging a broad portfolio of hardware and software
    • Continuing efforts to improve the profitability of the onsite managed services business
    • Expanding the business in Europe, which has been a priority for IKON this year.

    The fact that Ricoh has a longstanding relationship with IKON as an equipment supplier should assist in the integration process.

  • HP Completes Acquisition of EDS for $13.9Bn

    Aug 26, 2008 | Mergers and Acquisitions by Rachael Stormonth

    HP has completed its acquisition of EDS for $13.9Bn.

    This is a reverse take-over in terms of the services business with HP's Technology Solutions Group transferring its outsourcing services operations and parts of its consulting and integration activities to EDS.

    The new entity is "EDS, an HP company" and the Plano HQ remains. The key operational management positions within EDS remain with former EDS personnel with the exception of application services, though the majority of EDS' support functions, including those covering technology and IT, are now headed by former HP personnel.

    Through this acquisition, HP now becomes the second-largest IT services provider globally behind IBM, doubling its total services revenue, to $38Bn. The new entity has 210,000 personnel, larger than the whole of HP historically.

    Analyst comments:

    The reversing of HP's outsourcing business into EDS is a wise approach to the integration given its scale and the different cultures of the firms. Within outsourcing EDS' processes are more mature also HP will benefit from EDS' scale.

    Major complementarities across geographies, verticals and offerings

    Geographically there is a good fit between the U.S./U.K. bias of EDS and HP's relatively strong presence in mainland Europe. In addition HP has a presence in major emerging markets such as China, whereas EDS was not in a financial position to invest in longer-term opportunities.

    In terms of industries, EDS brings an installed base of large government sector clients, an area in which HP lacked the necessary scale for large outsourcing contracts

    In terms of offerings:

    • Both companies are strong in IT infrastructure management services. The increased scale should enhance this, with HP leading on innovation. The new entity will integrate HP's and EDS' initiatives in developing automated service platforms while leveraging HP Labs. It becomes the major competitor globally to IBM
    • EDS has been building its application services business which generated $6.4Bn revenue in 2007. While it is an area HP has been targeting for several years, it has lacked real scale or high-end experience
    • From a BPO perspective the merger is highly synergistic. The new entity has a strong F&A capability, a key missing ingredient within EDS's BPO portfolio. Similarly, ExcellerateHRO brings benefits admin and multi-process HRO capability, hastening the development of HP's own embryonic HRO capability. While ExcellerateHRO has been struggling in multi-process HRO and is now facing the recompete for the U.K. armed forces contract and has not met EDS' expectations to date, HP brings a manufacturing client base (including its F&A clients) and payroll capabilities: these could help generate new business. The one back office BPO area where neither company has significant capability is procurement. In the front office EDS has a major contact center business and is enhancing its portfolio with verticalized offerings, including for the manufacturing sector. The acquisition also gives HP an ability to expand its BPO client base beyond the manufacturing sector into key verticals such as government & defense and financial services. Overall the acquisition greatly assists HP in developing a full-service portfolio for BPO back-office functions, enabling it to compete strongly with IBM and Accenture in these areas. It also assists HP in breaking into industry-specific BPO in the financial services and government sectors.

    Cost synergies

    While it improved in 2007, EDS' operating margin was still low (5.8%) and opportunities remain to take out costs. Some synergies will relate to G&A expenses, an area in which HP has built up significant experience in recent years from its own restructuring. Other synergies will come from using HP's hardware maintenance organization, and from shared R&D.

    Beyond those of integration challenges that "EDS, an HP company" faces include:

    • Large EDS renewals that may opt for multi-vendor sourcing e.g. U.K. DWP, NMCI
    • The Agility Alliance, where several participants (Xerox, Sun, EMC) are HP competitors and have now signed partnerships with CSC. EDS large ITO contract with Xerox expires in June 2009: Xerox could switch to CSC.
  • Unisys Allowed To Recompete for Phase 2 of TSA's ITIP Contract

    Aug 26, 2008 | Contracts by Rachael Stormonth
    industry: Federal/Central Government

    Unisys has announced that it has been invited by the TSA to reenter the competition for Phase 2 of its IT Infrastructure Program (ITIP) contract.

    The contract is likely to have a potential lifetime value of c. $2Bn.

    In the summer of 2002 Unisys was awarded Phase 1 of the contract in a 3-year $242m task order to build an IT infrastructure for the TSA. Unisys and its partners (IBM, DynCorp/CSC) provided the hardware, software and services covering help-desk support; desktop services; IT security services; remote network management and security management; integration of mobile devices. Since early 2004, Unisys has also been providing centralized management of cellular phone services supporting between 6,000 and 8,000 personnel. There were some problems with execution with this contract, also an investigation with overcharging; however, these were resolved and in January 2006 Unisys was awarded a contract extension, of one base-year, worth $308m, and two one-year options, with a total potential value of up to $750m.

    Analyst comments:

    This is a major result for Unisys: TSA has reversed the decision it made in June when TSA only down selected CSC, General Dynamics Corp. and Lockheed Martin.

    Unisys contested this decision to the Government Accountability Office, as did Northrop Grumman. The TSA declared them and EDS eligible to compete for the contract on August 19th.

  • HCL to Acquire Control Point Solutions to Develop TEM Capabilities

    Aug 25, 2008 | Mergers and Acquisitions by Rachael Stormonth

    HCL Technologies Ltd. (HCL) has announced that it is to fully acquire Control Point Solutions, Inc., a privately held provider of telecoms expense management (TEM) services for $20.8m.

    Control Point Solutions' technology can support both the enterprise and carrier segments.

    HCL will acquire 4 delivery centers in the U.S. with 200 + personnel.

    Analyst comments:

    This acquisition:

    • Adds TEM capabilities into HCL's remote infrastructure management (RIM) offerings
    • Enhances HCL's capabilities in F&A BPO to include TEM. HCL intends to leverage its TEM capabilities in other sectors including utilities and freight.
  • Infosys to Aquire Axon Group To Enhance SAP Consulting and SI Capabilities

    Aug 25, 2008 | Mergers and Acquisitions by Rachael Stormonth

    Infosys is to acquire U.K. headquarted SAP services company Axon Group for £407.1m. The transaction is expected to be finalized in November 2008.

    Axon is a major SAP consultancy founded in 1994. In its early years Axon's target market was large companies with a U.K. head office: early clients included BP, Centrica and Xerox.

    A major focus in recent years has been the expansion of its international business. Two early acquisitions were Xansa MBOs:

    • In 2004 an MBO from Xansa SE Asia (Axon exited the Middle East in 2006)
    • In 2005 the Feanix Corporation, an MBO of Xansa's U.S. SAP practice.

    In the U.S. other niche acquisitions of SAP IT services companies have included utilities sector specialist TUI Consulting in January 2006, Premier HR Solutions Inc. in November 2006 and Zytalis Inc, a specialist in the high-tech sector, in December 2006, and EnterSys Group in March 2008. These acquisitions have given Axon capabilities in the U.S. in the energy, utilities, aerospace & defence, and transportation sectors.

    In H1 2008 the Americas contributed 42% of global revenues.

    Axon has also been acquiring niche SAP consultancies in other geographies, including most recently in Australia. The company has also established a presence in China.

    Axon's international strategy has also included partnership: creating in 2006 Axon International, a JV with Itelligence AG in Germany and Acando in the Nordics. Members of "Axon International" co-operate on opportunities in geographies outside their own reach. A recent addition to the network was GFI Informatique, meaning that Axon International can now provide SAP services coverage across all the major European markets

    In the U.K. Axon has made major inroads into the local government sector, initially as a sub-contractor to Capita in Birmingham, and most recently in Wolverhampton City Council, who in March awarded Axon its largest ever contract as prime contractor in a 10-year transformation program.

    Axon has experienced strong top-line growth in the last five years, from £50m revenues in 2003 to over £200m in 2007, and £124m in H1 2008 (projected full year revenues in the region of £245m). Global headcount is now c. 1,900.

    Analyst comments:

    This is a major acquisition for Infosys, who has to date been slower than its immediate Indian competitors on the acquisition trail. It is also the largest acquisition by an Indian IT services vendor to date, surpassing Wipro's $600m (c. £300m) acquisition of Infocrossing.

    Axon is a well-run company who has followed a consistent strategy since its inception: targeting major SAP projects in large organizations. Its charismatic founder and former CEO Mark Hunter retired from the Board at the end of 2007 having worked closely with current CEO Steve Cardell. Cardell joined Axon in 2001 through its acquisition of Bywater Consulting, became COO in 2003, and was a major force behind Axon's expansion into business consulting and transformation services and in building the U.S. business.

    Axon is a major player for SAP consulting (19% of revenues) and systems integration services (69% of revenues) and brings to Infosys:

    • Key capabilities around both SAP consulting and managing sizeable turnkey projects: the kind of experience it has been chasing in recent years
    • Domain expertise or at least a presence in a number of verticals, including:
    • - In the U.S. utilities, transportation and aerospace & defense (clients include Goodrich and Union Pacific)
    • - In the U.K. the public sector, which accounts for half of U.K. revenues, and transportation (Transport for London)
    • Approximately 350 personnel in Kuala Lumpur, Malaysia providing remote development and testing services
    • Access to partnerships with other regional firms with SAP capabilities, including Everis in EMEA and Balance in South America.

    Where Axon has struggled is ongoing application management, and this is where Infosys already has its own offshore capabilities. Axon also is not able to compete without partnering for major SAP-based contracts where an organization is also looking to outsource business processes around the application (e.g. F&A) or the management of the related infrastructure. This will not be such an issue under the Infosys umbrella.

    Axon's client base is highly concentrated, and the company has a few significant contracts with change of control provisions in the event of a takeover; the one major client who might potentially exercise its rights with its change of control provision, because of nervousness about offshoring, is Birmingham City Council.

    Axon is an attractive acquisition target for Infosys; a counter offer by another firm looking to pentrate the U.K. market or expand its SAP capabilities is not unrealistic.

  • Genpact Acquires Delivery Center in Guatemala To Enhance Capability in Latin America

    Aug 18, 2008 | Mergers and Acquisitions by Katharina Grimme

    Genpact has acquired a delivery center in Guatemala from GE Money. The facility initially has 700 employees but has capacity to grow to 2,000.

    Genpact provides services for GE Money from this facility. In future, Genpact wants to grow near-shore service provision in English and Spanish language for North and Latin American clients for customer service, finance and supply-chain processes.

    Analyst comments:

    Genpact sees large growth for F&A BPO services in Latin America and with this second delivery center (another is located in Mexico) the company is well positioned to exploit the opportunities in this market, as well as continue to serve North American clients from this near-shore location.

Regards, Rachael Stormonth

Welcome to Industry Insight

Welcome to the Industry Insight newsletter from NelsonHall.

The Industry Insight newsletter is published weekly and complements NelsonHall's subscription services by providing commentary and insight on key industry developments which impact your sourcing decisions.

Our articles are all written by experienced analysts who understand the industry and are specialists in the areas that they cover.

I hope you enjoy using this service and welcome your feedback
Rachael Stormonth

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