M&A Content

Private equity — and other — buyout and M&A interest in the procurement solutions market is at an all-time high. We define procurement solutions as technologies and services that target a range of areas that include:

— Core procurement (i.e., source-to-pay, procure-to-pay, etc.)
— Direct procurement
— Services procurement
— Contract management (that goes beyond supplier contracts)
— Accounts payable
— Trade financing (B2B Fintech)
— B2B (transactional connectivity, marketplaces, aggregation and GPO models)
— Third-party (supplier) management from a GRC standpoint as much as from a procurement standpoint

This multi-part Spend Matters PRO research brief explores the “who” (i.e., what types of companies are attracting the most interest and the profile of different buyers), the “why” (i.e, typical investment theses) and the “how” (i.e., the mechanics of deal processes and what is unique to the solution area, including where buyers that are new to the sector often have a higher learning curve than expected). It also explores some important dynamics in the market that have changed in recent months as buyer interest from both the strategic and financial sides increases.

Today we begin by exploring the “who” by segmenting the types of targets that are garnering the most attention into 10 areas and exploring the first five in detail (procurement technology suites, transaction-focused solutions, payment/financing providers, nimble solutions and leveraged buying / GPO models), including sharing illustrative providers in each segment and why buyers are attracted to each group.

* Our parent company, Azul Partners, has directly advised on more than half a dozen transactions in recent quarters, primarily working in a due diligence and strategy capacity for both strategic and financial buyers, leveraging our proprietary SolutionMap benchmark database, customer satisfaction/peer review benchmarks, PRO research, SolutionMap Insider research, and deep domain knowledge. Azul Partners works with investors in two ways. First, we partner with clients as exclusively retained subject matter experts in these markets. Second, we serve as an “arms dealers,” providing subscription research to hundreds of clients.

Four years ago, during the last big M&A frenzy, I published a post on my Sourcing Innovation blog on The First 4 Questions to Ask During Any Mega-Acquisition that is still just as relevant today as it was four years ago.

And while it was very direct and maybe even a bit confrontational, sometimes it’s a good idea to be direct because sometimes you need to let the new vendor know you’re not in the mood for any shenanigans. The reality is that while some mergers and acquisitions are with the intent of creating a better combined company that can better serve the respective customer bases, not all mergers and acquisitions are done for this reason. Some are done just to eliminate competition, and others are arranged by investors for the sole purpose of a short-term money grab (which will be accomplished by a short-term PE sale or initial public offering once the balance sheets are puffed up and the overhead reduced).

So, without further ado, let's get to the four questions you should ask to find out whether you and your new vendor are on the same page.

Coupa just announced that it intends to acquire Exari, a leading provider of contract lifecycle management (CLM) solutions. Terms of the deal were not provided, but with Exari having almost 150 employees, it’s not unreasonable that the private firm would have over $30 million in revenues and a deal size valued at just over nine figures. Contract management is a red-hot space right now, and Coupa has a very strategic need for this product. Spend Matters believes that this acquisition is a very smart hand-in-glove acquisition even though it’ll require some alterations to truly fit properly.

Coupa currently has a basic contracting module as part of its “Business Spend Management” application suite within the source-to-pay market, but it was missing two critical aspects of modern CLM that are major strengths for Exari. On a product functionality basis, Exari is one of the very top performers in Spend Matters’ CLM rankings on SolutionMap, and it “ticks all the right boxes” for a best-of-breed CLM performer. It’s also unique in its knowledge-based approach to deep contract modeling rather than just straight AI and machine learning based on contract text analytics.

CLM is also not a one-size-fits-all proposition, and the market landscape depends heavily on many factors. Some providers are much more oriented toward the sell-side — e.g., CPQ-oriented providers such as Apttus or SpringCLM (recently acquired by DocuSign). Some are focused on the mass market with usability being a key focus (e.g., Concord, Outlaw, PandaDoc, etc.). And even within large enterprises looking at firms like Exari, Icertis, Agiloft, SirionLabs, and others, they differ in their requirements as to whether they want “deep” functionality, maximum configurability, ease-of-integration, attractiveness to many functions (e.g., the legal department), and/or being part of a larger application suite.

So, what is Coupa getting with Exari? What types of organizations are the best fit for this solution and the combined solution of Coupa and Exari? Is Exari a solution optimized for legal, procurement or both? And what will Coupa need to do to integrate Exari since this acquisition is not some simple bolt-on, but rather, a core platform component? Finally, what is the impact of this acquisition on the S2P and CLM markets?

This Spend Matters PRO quick take analysis provides insight for Coupa customers and the broader market on specifically what the provider is acquiring. Unlike past acquisitions, we believe Exari represents the greatest stretch away from its core economic buyer (at least historically). Find out why.

For an introduction to Exari, we encourage you to read our Spend Matters PRO review: Introduction & Solution Overview, Strengths/Weakness and Market/Competitive Analysis.

With its announced intent to purchase Exari, Coupa has completed a full circle of acquisitions to bring best-of-breed applications to each area of the Strategic Procurement Technology (SPT) category of Spend Matters’ SolutionMap as Coupa expands beyond its original P2P roots.

Earlier acquisitions of Trade Extensions, Spend360 and Hiperos helped Coupa assemble an SPT jigsaw puzzle for sourcing, spend analytics and supplier management, and Exari, with its AI-based approach to deep contract modeling and analytics, represents yet another piece of an emerging tableau. And a critical one at that: In many ways, CLM forms the critical link within Coupa’s source-to-pay suite between upstream sourcing activities and downstream P2P, meaning there are significant opportunities to mine here for Coupa users in areas such as risk management, strategic supplier relationship management and, of course, savings generation.

Yet in addition to the question of how Exari fits into the larger Coupa strategy puzzle, there is also a relevant one about how the vendor fits into Coupa’s current CLM product strategy (and current contracts application), from a feature-function angle as well as a technical (integration) perspective.

As the Spend Matters Contract Lifecycle Management scoring in SolutionMap illustrates, Coupa’s current CLM capabilities are stronger in some areas than others, whereas Exari’s help set the benchmark in many areas.

When brought into Coupa, Exari would theoretically help close some of the gaps in Coupa’s offering relative to best-of-breed pacesetters, as well as suite competitors that have made investments in strong CLM capability.

The technical reality, however, is not quite as simple. Exari itself is a vendor built somewhat from acquired solutions, and while its CLM capabilities are best-in-class, its three main components (contract parsing, template creation and core CLM features) are all built on different technology stacks.

So where do Coupa and Exari fit together, and what are their areas of comparative strengths and weaknesses at the time of the acquisition?

This Spend Matters SolutionMap analysis provides an overview of the two providers’ capabilities, their comparative rankings in the CLM category and what combining the solutions into one offering could look like. It uses as the basis of comparison the Q1 2019 SolutionMap for Contract Lifecycle Management, which analyzes 13 vendors across dozens of functional categories, including contract creation and authoring, core contract modeling, analytics, expiry and renewal management, and compliance.

Coupa Software is buying Exari to gain its best-of-breed contract lifecycle management (CLM) offering, Coupa announced Tuesday morning. Coupa, a San Francisco-area suite provider of business spend management (BSM), said in a news release that the transaction for Boston-based Exari is expected to close in its second fiscal quarter. In a disclosure to investors, it said the aggregate purchase price for the transaction is about $215 million in cash.

Exari is a top performer in Spend Matters’ CLM rankings on SolutionMap, and it is unique in its knowledge-based approach to deep contract modeling rather than just straight artificial intelligence (AI) and machine learning based on contract text analytics.

With deadline questions looming about Brexit and high levels of uncertainty about U.S.-China trade negotiations still hanging over global markets, risks to supply chains may already seem well above average. As reported by Resilinc’s EventWatch 2018 annual report, however, some of the greatest risks to supply chain operation may be something that stakeholders don’t realize.

OpusCapita Solutions, the Finnish procurement provider known for procure-to-pay solutions and catalog management, is being sold by its parent company, Posti Group Corp., to the U.S. asset management firm Providence Equity Partners, of Rhode Island, according to an announcement. Spend Matters' analysts weigh in on the deal, which possibly sets up OpusCapita for more P2P projects.

The intersection between procurement, accounts payable automation, payment technologies and card providers continued to converge today as Fleetcor announced it was acquiring Nvoicepay. The transaction marks yet another example of card-based payment providers getting closer to the world of buyer-driven procure-to-pay — and of course, the vendor corollary, accounts receivable — given the opportunity for supplier-driven payment acceleration.

Certify and Chrome River Technologies, two travel & expense providers who also offer invoice management software, will merge in a deal that’s valued at over $1 billion, a statement Tuesday said. It also realigns the market and makes the investor in the transaction an even bigger player in this sector, two Spend Matters' analysts said. Portland, Maine-based Certify and L.A.-based Chrome River initially will operate separately but will collaborate on investing in technology like artificial intelligence, machine learning, analytics and reporting, the announcement said.

In this two-part PRO series, Spend Matters provides a review and analysis of Coupa’s recent evolution in addressing the category of services spend, including Coupa Contingent Workforce. In Part 1, we provided an overview of where Coupa is at with the integration and leveraging of DCR Workforce.

First, we revisited the Coupa “services procurement” background/context leading up to the DCR acquisition last year. We also recounted our September 2018 briefing, in which Coupa discussed the acquisition and what to expect as far as integration (or “unification”) of the acquisition over the coming months. Additionally, we discussed what we learned from our most recent January 2019 briefing by Coupa on the current state of the integration.

Based on this analysis, we concluded that, six months in after the acquisition, Coupa’s integration at the organizational and product levels appeared to be on course. The priorities seemed reasonable even given the unique dynamics of the VMS market — and the plan, based on Coupa’s history of stamping out post-merger integrations, seemed on track.

But beyond this, what has happened to the DCR product under the Coupa umbrella? And how is it fitting into the changing world of services procurement — and potentially even help to shape it? In Part 2 of this research series, we will provide our own observations on where Coupa seems to be going, in terms of the contingent workforce technology solution segment and its increasing overlap with other procurement technology solutions.

Welcome to the March 2019 edition of Spend Matters’ Insiders’ Hot List, a monthly look at the contingent workforce and services (CW/S) space that’s available to PLUS and PRO subscribers. For those new to the Hot List, each edition covers the prior month’s important or interesting technology and innovation developments in the CW/S space. In February, the CW/S space continued to simmer, so for this edition we’ve taken a taste of what’s cookin’ in the kitchen — M&A, millions in funding raised and organizational developments.

Procure-to-pay provider Basware on Thursday announced that Tradeshift’s talks to buy it have been called off. In November, Finland-based Basware confirmed that it was in talks to be acquired, but it didn’t disclose the other company. Later, reports indicated that Tradeshift, a U.S.-based provider of solutions for supply chain payments and marketplaces, was seeking to buy Basware.