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BMC Software Caught Between Cloud Boom and Tech Gloom

"We do not view BMC as a compelling strategic or financial acquisition at this time," wrote JPMorgan analyst John Difucci in a May 15 note reacting to Elliott's BMC stake disclosure. "We believe that BMC's past restructurings have helped the company reconcile the vast majority of its inefficiencies." Difucci holds a neutral rating on BMC's shares and a price target of $34.

Others are more sanguine about the prospect of a sale process and even a bidding war on the heels of Elliott's stake and BMC's quick refusal to launch a sale process or take on a slate of board directors. "If this development sparks a bidding war, we believe several high profile tech names, as well as some private equity investors, could be drawn in," writes Oppenheimer analyst Shaul Eyal, who rates shares outperform with a $46 price target.

Elliott's argument and its stake in BMC is enticing and potentially timely, especially after SAP's acquisition of Ariba on Tuesday, which upped the ante in Big Tech's race to the cloud.

Dell, for instance, cut a string of unheralded deals that may help it shift to business services. After reporting weaker than expected first quarter sales and profits on diminishing demand for its PC-based consumer products, a need to shift may into IT services may be all the more acute. However, an over 30% share slide since it reported full year 2011 earnings in February could also draw M&A caution from the world's third largest PC-maker.

Meanwhile, Oracle's recent billion dollar-plus acquisitions in fast growing cloud specialists RightNow (RNOW) and Taleo (TLEO), and similar-sized moves by IBM and SAP (SAP) for DemandTec (DMND) and SuccessFactors (SFSF), may prove to be the M&A model for tech's largest players.

Hewlett Packard's $10.3 billion acquisition of British software giant Autonomy could help the world's largest computer maker leverage a previous string of IT security and analytics acquisitions to shift into business services and software. However, HP's Autonomy acquisition and a plan to spin the company's PC unit cost former CEO Leo Apotheker his job and places the computer pioneer at a critical juncture as it tries to weather the threat of Apple's (AAPL) iPad and iPhone. So far, tech giants have been unwilling to follow suit on a "transformational" deal.

Previously reported interested parties include EMC (EMC), CA (CA) and Symantec (SYMC), according to JPMorgan's Difucci, who sees a low prospect of a deal from any of the three companies, but highlights EMC as the strongest candidate.

With that in mind, Elliott's stake in BMC Software's sale is a bold tech M&A call. It's also one that goes beyond previous its activist pushes within the industry.

Elliott has led activist charges at large tech companies like Iron Mountain (IRM) that netted it board seats, it made a bid for Epicor that resulted in board seats and its eventual sale to Apax Partners and in 2010, Elliott made a $2 billion bid for Novell, which eventually prompted its sale to Attachmate.

Elliott is also well aware of private equity's appetite for tech deals after it made an over 8% non-activist investment in networking equipment specialist Brocade (BRCD) in mid-2011, as the company's shares and earnings plummeted. Since then, Brocade has launched a sale process that's bolstered shares, but at a market cap of nearly $2.7 billion, recent reports indicate that private equity interest in its hardware-based earnings is limited.

In a fast changing tech landscape, and amid an uncertain economic outlook, BMC may be a bellwether when it comes to sizing up the M&A model for struggling tech giants, who are faced with a choice between cutting small-sized deals and betting on incremental turnarounds as IBM did a decade ago or large-cap, transformational M&A.

Spokespeople for BMC Software and Elliott Associates declined to comment for this article, pointing instead to recent letters and filings.

For more on Tech M&A, see five tough sells in the sector, and why cloud deal premiums are falling.

--Written by Antoine Gara in New York

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