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Why private equity firms avoid technology companies

If you've ever wondered why so many low-P/E ratio technology companies haven't been gobbled up, there is a really good explanation: R&D, leverage, and volatility.

Business Week just ran a great cover story titled "When a Buyout Goes Bad" for this week's magazine. The case in hand is the old private equity buyout of Freescale, which was the chip business from Motorola Inc. (NYSE: MOT). This talks about a company that was turned around from the edge of the cliff by a great tech leader who created a great stock again. Then the $17.6 billion buyout came from a group led by The Blackstone Group (NYSE: BX), Carlyle Group, and Permira Advisers. This buyout came after being in a competing bid from a consortium led by KKR, Bain Capital, Apax Partners, and Silver Lake Partners.

Last year the company's revenues fell 10% while the chip sector revenues grew by 5%, then Motorola announced a spin-off or sale of its handset business, and then there is the issue of the $9.5 billion in debt that was clumped on top of the company to get the private equity buyout done.

Unless you are selling transistors and capacitors or just plain Jane DRAM, technology companies require heavy R&D commitments. This is why historically technology companies used to come public back before the 1990's "get rich from tech stock option awards" became the norm. The accounting changes required investor backers of a different group to mark down 15% of their $7 Billion stake as well. In fact, it notes that it is having a hard time ponying up the $1.2 billion for R&D and $400 million for capital expenditures needed for Freescale. And now there are inventory problems.

For me personally, I am not all that surprised that Freescale was a temporary success. One night right shortly before Freescale was spun-off by Motorola, I was flying from Austin to Chicago. I spoke to two workers that said they were low level managers for Freescale. When they called the company "Free-Fall" and told me about some of their pension or retirement issues and stock option plans getting mixed up (not for the better, at all), it left a bad taste in my mouth. Then when this one went private with that much debt and knowing what comm-chip R&D percentages of revenue were, I thought the billionaires were drinking too much of the cool-aid.

You should read that article as it puts it well into context. This is why niche technology companies generally end up being acquired by other niche technology companies or by larger tech companies that are competitors or that can complement each other. In mid to late-2006 you started seeing the private equity frenzy go into overdrive.

If you want good news or the silver lining, I do actually have some. I think that there will be another wave of public technology companies that get acquired. But the buyers will almost all be LARGER public technology companies. Private equity and technology can mix, but the deals need to be smaller deals with less leverage and in companies that require less R&D.

Sigmatel's buyout . . . just plain weird

Shares of Sigmatel Inc. (NASDAQ: SGTL) are surging some 59% to $2.85 pre-market today. Freescale is paying $110 million, or $3.00 per share in cash, to acquire the small integrated circuits designer.

Interestingly enough, this was one of the old iPod-beneficiary stocks and if you look at a chart from 2004 you will see it had a great move from 2004 to 2005. If you look at the long-term chart you will see that shares traded over $40.00 back then, and now here we are at $1.79 Friday and a $3.00 buyout this morning.

Now Freescale looks like it is making a bottom fishing acquisition. Frankly, investors should expect a "blocking the buyout lawsuit" because this is going to act as a "Locking In Your Losses" buyout and it isn't even going to compensate all holders that got in over the last year. You cannot blame Freescale for being an opportunist, but the board of Sigmatel is hosing most of its shareholders. Obviously they are worried about the company having any relevance, but this is perhaps one of the more egregious merger acceptances seen by a board of directors.

The good news is that this may be a floor-buyout because there is a 30 day "go-shop" provision in place through March 4, 2008. The buyout is also subject to shareholder approval, and you could imagine there are many holders who will vote against this. If the merger happens, it is expected to close in the second quarter of this year.

Many mergers and buyouts are strange, and sometimes boards of directors are under question as to why they would sell at a certain price. But this merger is just outright freaky.

Jon C. Ogg is an editor of 247WallSt.com.

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