IBM to buy Sun Microsystems

IBM is in talks to buy Sun Microsystems Inc, sources with knowledge of the matter said, a move that could bolster the technology giant against rivals in the high-end computer server market.

International Business Machines Corp is offering to pay at least $6.5 billion, or double Sun’s Tuesday closing price of $4.97, The Wall Street Journal reported online earlier. Shares of Sun jumped 64 percent in pre-market trading to $8.16, while IBM shares fell 2 percent to $90.89.

If they reach a deal, it would be IBM’s largest-ever acquisition, and represent a departure from its recent strategy of focusing on deals to strengthen its software and services businesses, rather than hardware.

Analysts saw the talks as part of a consolidation trend, as Hewlett-Packard Co, IBM and Cisco Systems Inc jostle for control of corporate data centers and compete to supply the high-end computers that power complex corporate transactions and networks.

“It makes sense in an industry consolidation view, but looking at Sun’s performance over the last couple of years, it’s not one of my top picks for IBM to buy,” said Jyske Bank analyst Robert Jakobsen, speaking from Denmark.

“Having said that, there’s clearly a huge synergy combining these two companies,” he said. “The market hasn’t been kind to Sun Microsystems in the last 12 months. So it’s not an expensive acquisition in my view.”

Sun, which was not available for comment, has long been cited as a takeover target for IBM, HP, Dell Inc or Cisco, which introduced a comprehensive set of data center products earlier this week. Bankers have said Sun has been searching for a buyer in recent months.

But the challenge of valuing Sun’s intertwined software, hardware and services businesses could put off potential buyers, analysts say. Sun has never fully recovered from the dotcom bubble burst in the early 2000s, when demand for its servers cratered.

IBM, which had nearly $13 billion in cash at the end of $2008, declined comment. Its largest acquisition to date is the $5 billion purchase of Canadian software maker Cognos in 2008.

The Wall Street Journal said HP had declined to buy Sun, citing a person briefed on the matter.

TECH SPENDING CUTS

IBM was the top supplier of servers in the fourth quarter, with a market share of 36.3 percent, according to market researcher IDC. HP has 29.0 percent, followed by Dell with 10.6 percent, Sun with 9.3 percent, and Fujitsu with 4.2 percent.

These five server vendors all posted declines in their fourth-quarter server revenue, hurt by pullbacks in corporate spending on technology due to the weak global economy.

IBM’s move, as well as Cisco’s announcement on Monday, may signal a new wave of partnerships and acquisitions in the data center market as companies strive to provide more comprehensive products and services to their customers.

Cisco’s move could put into play data equipment maker Brocade Communications Systems Inc, infrastructure software maker Citrix Systems Inc and niche network optimization companies, such as Blue Coat Systems Inc and Riverbed Technology Inc, analysts said.

“IBM wants to become a one-stop shop for all IT related offerings, whether it is hardware, software services or solutions,” Avinash Vashistha, chief executive at IT consulting firm Tholons Inc. “They have been executing this strategy for the last few years and with the Sun deal, they will only accelerate that move.”

Sun, whose name stands for Stanford University Network, rose to prominence in the 1990s when start-ups flocked to its high-end computers, which run on its Solaris operating system and have been widely used in the financial services industry.

When the Internet bubble burst in 2000-01, funding for start-ups dried up along with much of the demand for Sun’s computers.

Sun has tried to reinvent itself by offering more services and software, and expanding production of Linux-based computers, which tend to be cheaper. But that failed to revive its stock price. The company is shedding up to 6,000 jobs, or 18 percent of its workforce.

Sun shares are down 71 percent in the last year, a far cry from an all-time high of $258.75 during the dotcom boom.

IBM’s potential purchase of Sun: Here’s why it makes sense

IBM is reportedly in talks to buy Sun Microsystems for $6.5 billion and the deal is long overdue. The companies mesh on the open source software front, Sun is struggling and IBM can consolidate some server market share.
First, the headlines. The Wall Street Journal is reporting that IBM could acquire Sun as early as this week (Techmeme). IBM would pay all cash for Sun. The Journal also reported that Sun has approached a number of large companies about an acquisition; a move that throws cold water on CEO Jonathan Schwartz’s everything is fine video.

Dana Gardner counterpoint: IBM buying Sun Microsystems makes no sense, it’s a red herring

Schwartz: Perhaps this IBM deal looks pretty good after all. Will the pony tail go?

Behind the scenes here, we’ve frequently had chats about how IBM would take out Sun. The only real debate was whether Big Blue would acquire Sun in parts or as one sum. The working assumption was that Sun would be broken up and sold in parts, but the IBM deal also works nicely. Here’s why the deal makes some sense:

IBM can acquire server and storage share. Sun still has a lot of hardware on the market in key verticals such as finance and telecom. The problem is that Sun is reliant on U.S. sales and that’s not a fun place to be right now. With Cisco entering the server market the profit margins could be squeezed—especially if the server essentially becomes a storage and networking box too. By acquiring Sun, IBM gets more scale so it can endure the margin squeeze. That same argument holds for storage hardware too.

There are issues to be worked out on the hardware side though. IBM has refrained from commodity servers and Sun plays in that space. Meanwhile, servers run on different chips–Sun has Sparc and IBM has the Power architecture.

The time is now. IBM is a software and services company, but it needs hardware, which would be roughly a third of revenue with Sun, to sell its other offerings. Hardware is often the entry point for IBM’s software and services. With a stronger hardware business it can fend off HP in the marketplace.

Sun is a powerhouse in Unix, which is still a key platform, but isn’t exactly gaining in the market these days. IBM could acquire Sun and establish two key beachheads: Linux and Unix. The former will ultimately take over for the latter in the data center. IBM can play both and sell you the services to migrate while it’s at it. Bonus for Big Blue: Sun would enable it to pressure HP’s Unix-based businesses too.

One problem: IBM sells AIX Unix servers. Sun sells Solaris (hat tip to a reader pointing that out).

Sun has to do something. Sun is a company that has to transition a legacy hardware business to one modeled more on open source software and services. That’s a wrenching change that may not work out. An exit ramp makes sense right now. Besides, Sun was reportedly turned down by HP and Dell was mum.

This about HP NOT Cisco. The initial headlines will paint IBM’s move as a reaction to Cisco’s entry into the data center. The reality is HP is the target. HP acquired EDS to directly take on IBM. IBM is returning the favor by squeezing HP on hardware.

Open source software. Sun’s future is offering an open source stack of software led by MySQL at its core. IBM is all about open source. The two together make a lot of sense and IBM could pull MySQL, Lotus, OpenSolaris and other parts together in a nice stack. In addition, Sun’s open source software needs distribution—it recently did a deal with HP. IBM has distribution galore. Matt Asay has a good post on how IBM can monetize open source.

One problem: There’s a lot of software overlap here. In databases, IBM has DB2 and Sun has MySQL.

Java. Java is arguably Sun’s best asset, but the platform was never monetized. Perhaps IBM will have better luck.

Cloud computing. Sun has some interesting ideas on cloud computing and its plans could work. Sun has also made targeted cloud computing acquisitions. Meanwhile, Sun has a cloud computing press conference Wednesday morning, a shindig that will be dominated by IBM talk now. A few folks seemed to buy that Sun-as-cloud-player marketing, but it really looks like a relabeling to me. IBM could absorb Sun’s plans in its big cloud services offering. Also see: Handicapping cloud computing: The big picture.

It’s about consolidating the data center. Data center managers will want fewer throats to choke and Cisco isn’t going to make life easier. Sun can allow IBM to consolidate a data center rival and bring things back to equilibrium now that Cisco has entered the market.

What could go wrong? A few items. For starters, there are regulatory concerns. Who knows whether the Obama administration would approve this deal. IBM would have roughly 42 percent of the server market with Sun, according to IDC. HP, however, would be second wind 29.5 percent. With Dell a strong No. 3 with 11.6 percent share the IBM-Sun deal should pass scrutiny. But it is a wild-card.

Here’s a look at the server market share standings:

And then there’s culture. If you want to know the big cultural difference look no farther than Schwartz’s ponytail vs. IBM’s typical look. IBM is all business and Sun is sort of business with a lot of Silicon Valley shtick. That said Sun’s workers may find themselves relieved by the IBM deal. Sun’s upcoming struggles are fairly obvious and IBM looks like a great option for those that choose to look ahead.

Update: Sun shares had a predictable response to the news, soaring 72 percent in premarket trading.

Update 2: Pondering the valuation: As of its most recent quarter, Sun had $2.6 billion in cash, equivalents and short-term marketable debt securities. So the rest of the business is worth $4 billion roughly. One working theory is that IBM would potentially buy Sun and sell the hardware business to Fujitsu, a close partner of Sun. IBM could license Solaris, since it would own the code, to Fujitsu. Assuming IBM does sell some hardware assets to Fujitsu for $1 billion or so the Sun acquisition doesn’t look so large.

Meanwhile, analysts are mixed on the deal. UBS analyst Maynard Um says in a research note:

Our Sun thesis has been that there is a potential restructuring story given relative inefficiencies. We do think IBM would be in a position to take out cost more quickly, however, we expect Sun revs to continue to be pressured in FY09 & FY10 given its reliance on high end servers and limited ability to monetize its software. And while IBM is certainly financially capable of purchasing Sun, we would note that a $6.5bn acquisition would be large even by IBM’s standards, and would also be a deviation from IBM’s current strategy of tuck-in acquisitions.

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