Daisy founder and CEO Matt Riley (pictured) has made a tentative take-private approach for the business at 190p per share backed by investors Toscafund and Penta Capital. Philip Carse, Principal Analyst, Megabuyte, said: "One clue to what Daisy may seek to do if privately owned comes from the other UK comms holdings of its backers - Phoenix IT and Six Degrees. A combination of the three would create a £600m UK business comms and IT player, behind only BT and Vodafone/CWW."
Matt Riley has built Daisy into one of the larger independent B2B comms service providers in the UK through the initial reverse into FREEDOM4 (the ex-Pipex) in the Summer of 2009, associated with an £83m fund raise at 80p per share, and then 20-25 subsequent acquisitions. The share price fluctuated within a 90-110p range until early 2013, before rising in line with peer group multiples, reaching about 205p at the end of 2013. It fell back to just under 140p but has since recovered to 175p.
Carse added: "The announcement says that institutional and private equity investor Toscafund approached Daisy at the end of July on behalf of the consortium. Toscafund has been a long standing shareholder of Daisy, owning 28.5% (not much less than the maximum it can do without triggering a bid), whilst Matt Riley owns 23.0%. The third consortium member, Penta, is a private equity investor; its stake, if any, in Daisy is unclear.
"A 190p offer would value Daisy's equity at about £490m, giving an enterprise value of £600m, or about 10.3x current year consensus EBITDA. This is comfortably above the 6-9x of most of its UK B2B peers, though below Alternative Networks M&A-boosted 13.2x (though still 11.3x financial year 15)."
More analysis by Philip Carse, Principal Analyst, Megabuyte
The official motivation for the take private is unclear, but we believe this is certainly not the first time that Daisy has been subject to such an approach. Whilst Daisy's share price has slightly more than doubled over the last five years, it has lagged some peers, including Alternative Networks, whose shares have more than quadrupled over the same period and it may be that Matt Riley would prefer to drive the company through its next phase away from the glare of public markets.
The original expected exit to a larger UK strategic has yet to materialise, with two obvious buyers - Vodafone and CWW - combining in 2012, and a rumoured approach earlier this year from Virgin Media coming to nothing.
A clue to what Daisy may do as a private company comes from its private equity backers. Toscafund has amassed a similar 28.1% holding in Phoenix IT in recent times. Matt Riley has often spoken of his desire to create a substantial mid-market converged telecoms and IT player, and the acquisition of Phoenix would certainly accelerate that process, increasing Daisy's £360m revenues and £58m EBITDA run rate by £221m (61%) and £27m (47%).
Indeed, there were rumours circulating a view months ago that a Daisy/Phoenix merger was in the offing. A merger would undoubtedly unlock significant cost synergies and potentially help resurrect Phoenix's fortunes (Phoenix IT generated £50m of EBITDA back in the year to March 2011), and would probably not be that expensive given Phoenix's current 4.9x EBITDA valuation, but would involve the mother of all integration challenges.
Meanwhile, Penta is the backer of privately owned Six Degrees, having sold its previous telecoms venture - SpiriTel - to Daisy in November 2010. The SpiriTel management team has created Six Degrees into a much more data, connectivity and hosting-focused provider than SpiriTel, and would add some strong, complementary capabilities, and growth drivers, to Daisy. Estimated run rate revenues and EBITDA of £70m and £14m would add about 19% and 24% to Daisy.
A combined Daisy/Phoenix/Six Degrees would have revenues and EBITDA of £650m and £100m before synergies, similar to Virgin Media and behind only BT and Vodafone/CWW in the broader-based fixed and mobile UK business comms market.