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Présentation : Websense announced today they are being acquired by Vista Equity Partners and will be going private when the transaction closes. From the press release Under the terms of the agreement, Websense stockholders will receive 24.75 in cash for each share of Websense common stock they hold, representing a premium of approximately 29 percent over Websense s closing price on May 17, 2013 and a 53 percent premium to Websense s average closing price over the past 60 days. The Websense board of directors unanimously recommends that the company s stockholders tender their shares in the tender offer. You need to know someone like a PE fund to get in...Let s be honest, Websense had to do something and John McCormack was elevated to the CEO position to get some sort of a deal done. They ve been languishing for the last few years due to serious execution fails, predominantly with in sales execution and their channel strategy. The competition basically wrote them off, and have spent the last few years looting the Websense installed base. But, unlike most companies that end up needing a rescue from a private equity firm, Websense still has a decent product and technology. I ve had multiple competitors tell me over the past couple of years that they ve been surprised Websense hasn t been more of a challenge, given the capability of their rebuilt product line. TRITON is a good platform, with email and web security combined with DLP available on premise, in the cloud, or as a hybrid deployment. It s that cloud piece that holds the potential to save this from being a total train wreck for Vista. The on-premise web filtering market is being subsumed by multiple perimeter security vendors. Email security has significantly moved to the cloud and is a mature market with highly competitive products from larger competitors. DLP isn t enough to support a stand-alone company. Even combining these three pieces isn t enough when the UTM guys advertise they have it all on one box for the mid-market, and large enterprises view them as separate pieces and go best of breed. We assume Vista wants to break out the private equity playbook, focusing on sales execution and rebuilding the distribution channels to generate cash leveraging the installed base. Then they can sell Websense off in 2-3 years to a strategic acquirer. As Thoma Bravo has proven a few times in the security market, if you can execute on the PE playbook, it s great for the investors and remaining management, who walk away with a big economic win. TRITON has the potential to drive a positive exit, but only because of the cloud piece. When it comes to on-premise, they won t be able to compete with the broader UTM and NGFW boxes. However, especially in the mid-market, Security as a Service for email, web, and DLP is a growing market, and even some enterprises are moving that way. Think ZScaler, not Check Point. Unlike the box pushers, Websense is already a legitimate SecaaS player. Of course, we are not fortune tellers, but if Vista s expectation is to get a similar return to the SonicWALL deal, that s a stretch. Acquiring Websense is certainly one place to start in the security market, but there is a reasonable chance they won t lose money, especially when they recapitalize the debt in a few quarters and take a distribution to cover their equity investment. Yeah, those PE guys aren t dumb. But in order to make this deal a big win, they ll need to inject some serious vision, rebuild the product teams, and streamline around TRITON with an emphasis on the cloud and hybrid options, while stopping the bleeding in the installed base. We hope internally there is a sense of urgency and excitement as they step away from scrutiny of the public market, not a sense of relief that they can hide for a few more years. As far as existing customers, hard to see a downside unless Vista decides to focus on sales and channels, totally neglecting the product and technology. They d be idiots to take that approach, so odds are good the product will continue to improve and remain competitive. Websense isn t dead in the water by any means and if anything, the deal gives them a chance to make the required changes without worrying about making quarterly sales goals. But there will be nothing easy about turning Websense around. Vista and Websense have a lot of work in front of them. Photo credit Private originally uploaded by Richard Holt - Rich 0 Comments Subscribe to our daily email digest

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