UPDATED 12:23 EDT / SEPTEMBER 15 2010

Hewlett-Packard’s Eyes on ArcSight Brings Lawsuits and Another Bidding War?

Stock market traders are watching Hewlett-Packard right now, wondering if their current involvement in an auction for the cybersecurity company, ArcSight, will result in a lucrative bidding tug-of-war. This expectation comes right on the heels of HP’s acquisition of 3Par, which did result in a bidding war, inflating 3Par’s stock prices times thrice.

Michael Corkery at The Wall Street Journal notes that most market analysts don’t see that happening,

Many analysts have pooh-poohed any chances of a dark horse bidder topping H-P’s $1.5 billion offer for ArcSight. Their points? First, it is unlikely a bidder would come in after a long, drawn out auction. Second, H-P is paying a 56% premium for ArcSight, which monitors corporate computer systems for cyber attacks and has the seal of approval from the CIA, which was an early investor in the Menlo Park, Calif. Company.

Anyway you slice it, ArcSight’s valuation looks lofty. Morgan Stanley points out that the deal equates to 6.2 times its enterprise value/sales multiple. Roughly speaking, enterprise value is a company’s market cap plus its debt, less cash and cash equivalents. The average of such multiples for the past 15 security deals is 2.7.

It looks like HP’s offering is designed to discourage other bidders from attempting to poach them.

But even as analysts state that they believe that ArcSight is being overvalued, at least one of ArcSight’s investors has already thrown a lawsuit at the deal. From a press release, “The plaintiff alleges, among other things, that the market has already signaled its dissatisfaction with the offered price, since shares of ArcSight Inc. (Public, NASDAQ:ARST) traded after the announcement as high as $44.25, thus above the current offer of $43.50 per share.” True enough, as we’ve seen the stock price has risen above the promised purchase price, but stocks are fickle and don’t always match the ultimate valuation of a company. It is not known at this time if this lawsuit will impede the acquisition.

HP is no stranger to being part of lawsuits over acquisitions this month, it seems. As even the bidding war over 3par spawned one over patent infringement. From the PC World article, “The lawsuit names seven models of 3Par’s InServe Storage Servers and the 3Par Inform Operating System as infringing on the patent. Crossroads says it has notified all the defendants that it believes infringe its patent but that they continue to sell the products at issue.” HP happens to be a big fish in the pond and when big fish make their move, everyone wants in on the action. And if Crossroads does own a patent infringed by 3Par, the value of that patent just shot up a lot.

It’s bold times for Hewlett-Packard as they move quickly to snap up these companies and diversify their investments in Internet technology. Between 3Par’s cloud computing and ArcSight’s industrial Internet security management, it looks like HP expects a long road of tightly integrated Internet service products in their future.


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