BiblioMondo, a library automation company based in Montreal, Canada, has been acquired by another Canadian company specializing in e-learning software. Though not especially well known in the U.S., BiblioMondo stands as one of the major players in the worldwide library automation arena. In terms of revenues, prior to its acquisition, BiblioMondo ranked as the 10th largest company in the world of library automation. BiblioMondo offers two major library automation systems, Concerto, with a large base of library customers in Europe, and Portfolio, popular in Canada and France with a few sites in the U.S. BiblioMondo has long had ambitions to gain a larger presence in the U.S. Joining with ISACSOFT will strengthen BiblioMondo prospects by virtue of being part of a company with deeper resources. There may be some degree of risk, however, in becoming part of a recently formed company that is growing rapidly through a series of acquisitions.
ISACSOFT, a public company headquartered in Montreal, QC, (TSX: ISF) will acquire privately held BiblioMondo in a transaction valued at roughly CDN $13M in September 2004. This acquisition is the latest in a series, and the largest in value to date, increasing the size of the company to a market value of about CDN $70M. BiblioMondo, prior to the acquisition, was a private company with significant investments by venture capital firms. In its acquisition, ISACSOFT buys out the interests of the private venture capital firms. The founders of the BiblioMondo, Jean-Pierre Théorêt and Ian Farquharson, who held equity ownership of that company, now become shareholders in ISACSOFT. The management and operation of BiblioMondo will remain intact with BiblioMondo management taking senior management positions in ISACSOFT.
BiblioMondo and ISACSOFT, though both involved in technology products and services, have overlapping customers but do not have overlapping products. BiblioMondo specializes in library automation systems for public libraries while ISACSOFT's business interests focus on interactive learning programs or courseware and translation and localization services for educational institutions, government agencies, and corporations. The key strategy behind this merger lies in the potential complimentary relationship between the two company's business interests. ISACSOFT sees BiblioMondo as a company that can help it in marketing its products and services to new market sectors. By virtue of its existing customer base in metropolitan libraries in Europe and the UK, BiblioMondo gives ISACSOFT exposure in these markets for its e-learning products and services.
For BiblioMondo, and its customer libraries, the merger with ISACSOFT does not imply a major change in product options and strategy. This situation differs from many of the previous mergers in the library automation arena that involve a merger of direct competitors. When two library automation companies merge, the typical result involves the demise of one of their products. Such is not the case with this merger. By virtue of being part of a larger company, BiblioMondo benefits from increased resources for development, marketing, and support.
BiblioMondo has long attempted to strengthen its presence among U.S. libraries. Previous efforts at market its products south of the Canadian border have yielded only small results, with only about a dozen U.S. libraries running one of BiblioMondo's automation products. The company, however, remains committed to the strategy, and the merger with ISACSOFT may give it some of the momentum it seeks. BiblioMondo has previously stated its intent to enter the U.S. market through a business acquisition. This option remains even more of a possibility with BiblioMondo as a part of ISACSOFT, a company eager to expand through strategic acquisitions.
Corporate background of ISACSOFT
Ronald Brisebois was founder and CEO of a company called COGNICASE that was acquired in a hostile takeover by CGI, Canada's largest computer services company in January of 2003.At the time of the acquisition COGNICASE had revenues in excess of CDN$500M and employed about 4,800 throughout North America. The acquisition of COGNICASE by CGI was an unsolicited offer that resulted in a larger competitor eliminating a smaller one in a transaction values at for CDN$ 347 or US$ 300M. At the close of the acquisition, CGI appointees replaced the senior officers of COGNICASE, including Brisebois.
Following the acquisition of COGNICASE, Brisebois launched a new company, ISAC Technologies which acquired a 37% ownership in ZAQ Inc., the predecessor company to ISACSOFT. The purchase of BiblioMondo by ISACSOFT is but the latest step in a series of strategic business acquisitions designed to assemble a company well positioned to compete in various technology-oriented business sectors.
Ronald Brisebois serves as the ISACSOFT's President and CEO and Chairman of its Board of Directors. The company initially operated under the name ZAQ, Inc., a company that Brisebois gained control of in April 2003. Since that time, Brisebois has led the company through a number of strategic acquisitions and alignments:
- April 2003. Brisebois gains control of ZAQ and re-launches the company with a new board of directors and officers.
- November 2003. ZAQ completed the acquisition of Nobelia Inc. a software and services company based in a Victoriaville, QC.
- February 2004. ZAQ acquired CogniScience Enterprises Inc., a company specializing in e-learning technologies. In this acquisition, the company gained a number of products and technologies in the e-learning arena, including CogniScience flagship product called The Learning Equation (TLE), The Learning Solution (TLS), as well as an XML-based technology platform called RAINBOW for e-learning product development.
- February 2004. ZAQ acquired Silver Leap Technologies Inc., a software company specialized in engineering solutions.
- February 2004 at the Annual Meeting of Shareholders, ZAQ Inc, changes its name formally to ISACSOFT. On March 17, 2004, the company changed its symbol on TSX from ZAQ to ISF.
- February 2004: ISACSOFT attempts to acquire Logo Computer Systems Inc. (LCSI), a company specialized in e-Publishing/e-Learning software for the education market. LCSI's customer base is equally divided between the United States, Latin America and the rest of the world. This acquisition failed to reach completion.
- February 2004. ISACSOFT acquired Rate4Me, a company that offers software related to the insurance industry, providing a web-based interface that connects consumers to insurance brokers and underwriters.
- June 2004. ISACSOFT announces that it will acquire ISAC Technologies, a company closely related and allied to ISACSOFT. Ronald Brisebois and Vincent Salvati are principles in both ISAC Technologies ISACSOFT. This transaction is subject to approval by the shareholders of both companies and regulatory approval.
- September2004. ISACSOFT acquires Americam Inc. a company specializing in smart card technologies.
- September 2004. ISACSOFT announces that it will acquire BiblioMondo.
Corporate Background of BiblioMondo
BiblioMondo's corporate history is traced through a number of companies, all related to its original founders, Ian Farquarson and Jean-Pierre Theoret.
BiblioMondo has both historical corporate ties and technological ties to a company called Speedware. Speedware was founded by Ian Farquarson and Jean-Pierre Theoret in 1976 under the name Info-Boutique, which later became Infocentre Corporation. The company specialized in the development of industry-specific software applications using its fourth-generation language (4GL) named Speedware. One of the divisions of this created the Best-Seller library automation system. In 1986, the Library Management Division of Infocentre Corporation was spun off into a separate company called Best-Seller Inc. The founders of Speedware, Farquarson and Theoret, continue to be involved in both companies. Theoret serves as the Chairman of the Board of BiblioMondo and Chief Technology Officer of Speedware.
The following timeline shows the milestones in the development of BiblioMondo from its founding through its acquisition by ISACSOFT.
- 1976. Jean-Pierre Théorêt and Ian Farquharson founded a company named Info-Boutique to develop business software.
- 19??. The company changes its name to Infocentre Corporation. The company's key products include TOURS, a turnkey package for travel agents, Best-Seller/Library, a records management system called Best-Seller/Corporation, and an accounting system called SPEED LEDGER.
- 1986. The Library Management Division of Infocentre Corporation was spun off as a separate company under the name, Best-Seller Inc.
- Infocentre Corporation begins operating under the name Speedware Corporation.
- Speedware Corporation becomes a public company through an IPO. Traded on TSX under the symbol SPW.
- May 1993. Best Seller expands into the U.S. market. Joan Frye Williams and Janet L. Bruman, both formerly of INLEX, become the key representatives of Best-Seller in the U.S. Joan Frye Williams later becomes president of the U.S. division of Best-Seller.
- 1996: PortFolio introduced.
- October 1997. Todd Joron appointed President and CEO of Best-Seller, both Canada and USA.
- March 1998. Best-Seller acquires Library Division of Speedware France, gaining a number of major accounts in France.
- September 1999. Bestseller obtains financing from Investissement Desjardins and TechnoCap Inc. Investissement Desjardins has invested $2.5 million and TechnoCap has invested an additional $1.25 million to support Best-Seller's ongoing product development. The combined investment in this round totals $3.75 million.
- October 2000. Best-Seller acquires ALS International, a company headquartered in Herefordshire, England that develops and supports the Concerto library automation system with a large installed base in Europe and the UK.
- January 1, 2001. Company begins operating under the name BiblioMondo
- October 2001. Additional financing secured. A 4.2 million investment from GATX/MM Venture Finance Partnership
- December 2002. Ian M. Ferguson named President and CEO.
- November 2002. Additional financing. $6.5 million dollars of financing from a group of Quebec institutions including, Investissement Desjardins, La Financière du Québec, TechnoCap, Caisse populaire Desjardins de Saint-Laurent and Conseillers en Gestion et Informatique C.G.I. Inc.
- May 2004 additional financing of 1 million from TechnoCap and Desjardins
- September 8 2004. ISACSOFT acquires BiblioMondo.
The acquisition of BiblioMondo by ISACSOFT follows a relatively quiet period in the library automation arena. No major mergers or acquisitions have occurred since the takeover of DRA by Sirsi Corporation in August 2001.
At least two potential acquisitions have been averted. Both SIRS and Gaylord sold their major corporate assets yet retained their library automation divisions. These events might suggest that we live in a business climate where the seller's valuation of an automation companies are not favorable relative to their market value.
An analysis of the investments made in BiblioMondo versus the value of the transaction reveals a loss to its investors over the last four years. Table 1 shows that since September 1999 BiblioMondo attracted CDN$ 18.6M in venture capital. ISACSOFT paid CDN$ 13 for BiblioMondo, a portion of which went to the founders of the company apart from the VC investors. The net loss of investment of over CDN$ 5.6M further demonstrates the difficulties in the current economy of shoring up the value of a company relative to potential investors and buyers.
|Venture Capital Investments in BiblioMondo|
|Sep 1999||Investissement Desjardins||$2.50|
|Sep 2000||Investissement Desjardins||$1.15|
|Oct 2001||GATX/MM Venture Finance Partnership||$4.20|
|Nov 2002||Investissement Desjardins, La Financière du Québec, TechnoCap, Caisse populaire Desjardins de Saint-Laurent and Conseillers en Gestion et Informatique C.G.I. Inc.||$6.50|
|Jun 2004||Investissement Desjardins / TechnoCap||$1.00|
Yet, in a broad business climate that favors large companies, the library automation arena continues to be unusually fragmented. The current landscape where dozens of companies compete within a mere $500 million market seems destined to see some consolidation. And if the acquisition of BiblioMondo is a sign of the times, it may be a painful ordeal.
The acquisition of BiblioMondo by ISACSOFT bears similarities to the acquisition of Endeavor by Elsevier Science that occurred in April 2000. In both cases, a private company was purchased by a larger public company with interests in a separate, but related industry. Elsevier Science, a major publisher of journals in science, technology, and medicine (STM) found Endeavor's expertise in library automation and digital library systems complimentary to its business interests. Likewise, it's easy to see affinities between e-learning and library-oriented technologies. As ISACSOFT builds itself out to form a company that offers products and services centered on "knowledge technology" it seems natural that library automation systems, including portal and metasearch products would be important elements. One of the key trends today involves an increased level of intersection among product areas. Library automation cannot develop in isolation of courseware systems, e-learning environments, e-government infrastructure, and the like. The acquisition of BiblioMondo by ISACSOFT reminds us that at least part of the consolidation in the library automation marketplace may come through the assimilation of companies by external industries.
As part of a larger and growth-oriented company, BiblioMondo is positioned to become a more dominant player. We may also be nearing the end of the quiet period of mergers and acquisitions involving library automation companies.