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Dell Finally Acquires Quest Software

For $2.4 billion

Dell Inc. and Quest Software, Inc. have entered into a definitive agreement for Dell to acquire Quest, an management software provider offering a selection of solutions that solve the most common and most challenging IT problems.

Dell recently announced the formation of its Software Group to build upon its existing software expertise. The group will add to Dell’s enterprise solutions capability, accelerate strategic growth and further differentiate the company from competitors by increasing its solutions portfolio with Dell-owned intellectual property.

Quest’s family of software solutions and technologies are aligned with Dell’s software strategy. The acquisition provides critical components to expand Dell’s software capabilities in systems management, security, data protection and workspace management. In addition, Quest’s software portfolio is complementary to Dell’s scalable design approach to develop solutions that scale with customer needs.

Some examples include:

  • The Quest One Identity and Access Management solution family adds to Dell’s strong set of security assets with SonicWALL and Secureworks, creating a set of security solutions to address important customer needs.
  • Quest’s Performance Monitoring solutions for applications, networks and databases address a growing need for our customers. Industry analysts have consistently ranked Quest Foglight as a leading application performance monitoring solution. Businesses of all sizes are looking to reduce their IT complexity and automate workloads for their IT departments. Customers worldwide leverage Foglight to continually monitor their IT environments, proactively identifying and remedying performance issues before they become bigger problems.
  • Quest’s Windows Server Management solutions complement Dell Services’ growing application modernization practice with recently acquired Clerity Solutions and Make Technologies.
  • Effective database management is critical to the operation of most organizations. Quest’s Database Management capabilities offer a complement to Dell’s enterprise offering. Today, millions of DBAs, developers, and analysts around the world rely on Quest’s database management tools to simplify their work.

Quest has a diversified software portfolio and generated $857 million in global revenue based on its fiscal year 2011 results at gross margins of 86% and operating margins of 11%. Quest supports heterogeneous and next-generation virtualized environments across platform vendors. The addition of Quest, including its 1,500 software sales experts and 1,300 software developers, to Dell’s existing software expertise in systems management, security and cloud integration, is the foundation of a $1.2 billion software business, based on annual revenue.

Quest, established in 1987, is headquartered in Aliso Viejo, CA and serves more than 100,000 customers worldwide, including 87% of the Fortune 500. The company has approximately 3,850 employees and operates 60 offices in 23 countries.

"The addition of Quest will enable Dell to deliver more competitive server, storage, networking and end user computing solutions and services to customers," said John Swainson, president, Dell Software Group. "Quest’s suite of industry-leading software products, highly-talented team members and unique intellectual property will position us well in the largest and fastest growing areas of the software industry. We intend to build upon the strong momentum Quest brings to Dell."

"Clearly, Dell’s distribution, reach and brand are well recognized in the industry. Combine that with Quest’s software expertise and award-winning systems management products and you have a very powerful combination for our customers and partners," said Vinny Smith, chairman and CEO of Quest Software. "With this transaction, Quest’s products and employees become the foundation for Dell’s critical software business."

Terms and Closing
Under terms of the agreement, approved by the boards of directors of both companies, Dell will pay $28.00 per share in cash for each share of Quest for an aggregate purchase price of approximately $2.4 billion, net of Quest’s cash and debt. The transaction is expected to close in Dell’s third fiscal quarter, subject to approval by Quest’s shareholders and customary conditions.

Comments

Dell finally got Quest Software for $2.4 billion or $28 per share, beating out initial bid of $23 per share from Insight Venture Partners, VC having since a long time relationships with Quest and its chairman and CEO Vinny Smith, and then raised to $25.75 a share in partnership with private-equity firm Vector Capital.

It's the highest-paid acquisition by Dell since technology consulting firm Perot Systems bought for $3.9 billion in 2009 and also the largest one in 2012 in the worldwide storage industry (even if Quest is not in storage only). The former record was $10.3 billion, price paid by HP last year to get Autonomy, also partly in enterprise storage.

Founded 25 years ago, the Orange County firm Quest became private last March in a $2 billion transaction, following agreement with the same Insight Venture Partners.

Just before the privatization, it published for the last time its financial results, for the quarter and year ended Dec. 31, 2011 with $245.9 million in revenues (+13% Y/Y) for net of $20.6 million, and $857.4 million in revenues (+12% Y/Y) with net of $52.1 million, respectively.

The PC company is trying since several years to transition to enterprise business for higher margins, in storage as well as in software. To pursue this goal, it formed earlier this year a group dedicated to software being headed by new executive John Swainson, formerly heading CA. Among most recent acquisitions of this software unit were security firm Sonicwall and Wyse Technology, in Web-based software.

With Quest, Dell will at least double its software business but there could be some overlap between the products from former BakBone Software, acquired by Quest in January 2011, and recent Dell's acquisition AppAsurre, both of them in backup and recovery software. Note that the world "storage" appears only once in the press release: "The addition of Quest will enable Dell to deliver more competitive server, storage, networking and end user computing solutions and services to customers," said John Swainson, president, Dell Software Group

The two firms have worked together since 2004 and Dell was one of Quest's top 5 worldwide strategic partners in solutions for virtual servers, data protection, migrations, and Windows deployments and management. "By combining our unmatched solutions and breadth of industry knowledge, we have helped more than 10,000 customers across the globe resolve their trickiest IT infrastructure issues," stated Quest.

Most recent acquisitions of Dell in storage:

  • RNA Networks
  • AppAssure
  • SonicWall
Most recent acquisition of Quest in storage:
  • BakBone Software

Read also:
Quest Software Bid Raised to $2.32 Billion
Superior takeover offer from its "strategic bidder"
Dell Said Close to Buying Quest Software
With market value of $2.12 billion
Quest Software to Become Private
In $2 billion transaction, following agreement with Insight Venture Partners
Quest Software: Fiscal 4Q11 Financial Results
"Q4 was a tougher quarter than we typically experience."
Quest Software Completes Acquisition of BakBone
Roadmap to be revealed at the end of 1Q11

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