--Deal would double size of Dell's fledgling software business
--PC maker beats out competing offers from private-equity group
--Acquired software company would be run by Dell executive Swainson
(Updates with additional details throughout on Dell's software unit, Quest CEO, valuation)
By Drew FitzGerald
Dell Inc. (DELL) agreed Monday to buy business-software maker Quest Software Inc. (QSFT) in a cash deal worth $2.36 billion, ending a bidding war with a private-equity group that included the company's chief executive.
Dell offered $28 a share for Quest, well above an initial bid of $23 a share from Insight Venture Partners, a venture-capital firm that has a longstanding relationship with Quest and Vinny Smith, its chairman and chief executive. Insight had partnered with private-equity firm Vector Capital to raise its bid to $25.75 a share, valuing the company at $2.17 billion.
Quest, which offers an array of software that makes it easier for information technology workers to perform routine tasks, last week said Dell's offer was superior without identifying the bidder. The buyout group considered Dell's latest bid too high, according to a person familiar with the situation.
The deal offers a 44% premium over Quest's share price in early March, before the company received its initial offer. It values Quest at about 16.9 times projected earnings.
Quest, is the latest in a string of deals for Dell, which has been looking to expand past its core business of selling PCs. The Round Rock, Texas, company earlier this year formed a unit dedicated to selling software and hired John Swainson, the former head of CA Inc. (CA), to run it.
Dell expects to leave the Quest products it is acquiring "relatively intact" as a standalone suite in the near term, Mr. Swainson told analysts on a conference call. He plans to lead the new businesses while Mr. Smith, who was part of the buyout group's competing offer to take the firm private, serves in an advisory role.
Quest generated $857.4 million of revenue last year, more than double the size of Dell's fledgling software business. Dell has said it plans to push software revenue past $2 billion by the fiscal year ended 2016.
Quest's sales force of about 1,500 also would provide Dell with more relationships with software customers and add to the PC maker's existing 20,000 sales workers. More than 100,000 business customers use Quest products for IT tasks like backing up data and loading programs on servers.
Dell is particularly interested in Quest's security products, Mr. Swainson said, as more companies demand ways to safeguard information being moved off-premises and into "the cloud," a buzzword for computer systems delivered through a network.
Topeka Capital Markets analyst Brian White said Dell is paying a reasonable sum for Quest based on the typical size of deal in the technology sector.
"Software assets are expensive," he said. "It's an asset that they can leverage over time."
Dell has announced several acquisitions this year, including security firm SonicWall Inc. and Wyse Technology Inc., which specializes in Web-based software.
Analysis firm Stifel Nicolaus said Dell could focus on integrating its existing software business with Quest's data-security and virtualized desktop products that could work with Wyse.
Quest, of Aliso Viejo, Calif., has faced mounting competition in its traditional specialty as vendors such as Oracle Corp. (ORCL) introduce their own database-management tools. Quest has responded by trying to diversify its business by acquiring smaller rivals that help technicians manage servers more easily and protect data.
Dell last week offered $27.50 a share, or about $2.32 billion for Quest. Insight had the opportunity to match or beat the increased offer but struggled to put together financing despite last-minute efforts by Mr. Smith, The Wall Street Journal reported, citing people familiar with the matter.
The fight over Quest echoes a similar battle Dell waged for high-end data-storage maker 3Par Inc. in 2010. Dell eventually bowed out after Hewlett-Packard Co. (HPQ) bid $1.6 billion for the company, which makes rapidly accessible storage drives that allow corporations to run more efficient databases.
Dell shares initially climbed premarket but were off 1.4% to $12.35 mid-Monday. Quest shares traded off a penny at $27.80.
Write to Drew FitzGerald at firstname.lastname@example.org
--Victoria Stilwell contributed to this article.
(END) Dow Jones Newswires
July 02, 2012 13:13 ET (17:13 GMT)
Copyright (c) 2012 Dow Jones & Company, Inc.