Business Combinations

12 Months Ended

Nov. 30, 2012

Business Combinations [Abstract]

Business Combinations

Business Combinations

Acquisitions in Fiscal Year 2012

On April 10, 2012, we acquired LogLogic, Inc. ("LogLogic"), a private company based in San Jose, California and incorporated in Delaware. LogLogic is a provider of scalable log and security management platforms. We paid $131.6 million, net of cash acquired, to acquire all of the outstanding shares of capital stock of LogLogic. We have also incurred $0.7 million of transaction costs associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of LogLogic. We are currently evaluating the purchase price allocation for this transaction.

The preliminary allocation of the purchase price for the LogLogic acquisition is as follows (in thousands):

Cash	$	5,018
Accounts receivable (approximate contractual value)	5,359
Other assets	1,524
Deferred income tax asset, net	4,371
Identifiable intangible assets	61,200
Goodwill	73,460
Liabilities	(7,006		)
Deferred revenue	(7,297		)
Total preliminary purchase price	$	136,629

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	32,800	6.0 years
Customer base	3,200		6.0 years
Maintenance agreements	22,300		7.0 years
Trademarks	2,900		7.0 years
	$	61,200	6.4 years

Acquisitions in Fiscal Year 2011

Nimbus Partners Limited

On August 30, 2011, TIBCO International Holdings B.V., an indirect wholly-owned subsidiary of us, acquired Nimbus Partners Limited ("Nimbus"), a private company organized under the laws of England and Wales and a provider of business process discovery and analysis applications that help companies drive adoption of business process initiatives. We paid $42.0 million of cash to acquire the outstanding equity of Nimbus. We have also incurred $1.0 million of acquisition related and other expenses associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of Nimbus.

LoyaltyLab, Inc.

On December 7, 2010, we acquired LoyaltyLab, Inc. ("Loyalty Lab"), a private company incorporated in Delaware. Loyalty Lab is a provider of loyalty management solutions allowing marketers to manage loyalty programs from their desktop. This acquisition provides us international presence in the customer loyalty market. We paid $23.5 million in cash to acquire all of the outstanding shares of capital stock of Loyalty Lab. In the fourth quarter of fiscal year 2011, we recorded a decrease in goodwill of $0.4 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.4 million of acquisition related and other expenses associated with the acquisition. As a result of the acquisition, we assumed facility leases and certain liabilities and commitments of Loyalty Lab.

Acquisitions in Fiscal Year 2010

OpenSpirit Corporation

On September 22, 2010, we acquired OpenSpirit Corporation ("OpenSpirit"), a private company incorporated in Delaware. OpenSpirit is a provider of data and application integration solutions for the exploration and production segment of the global oil and gas market. OpenSpirit’s vendor-neutral approach is designed to enable companies to pursue an architectural model to both better leverage legacy investments and exploit new technologies which reduce the time and risk associated with decision making. We paid $18.4 million in cash to acquire all of the outstanding shares of capital stock of OpenSpirit. In the first quarter of fiscal year 2011, we recorded a decrease in goodwill of $0.2 million net of tax as a result of the adjustment of certain accrued liabilities. In the third quarter of fiscal year 2011, we recorded a decrease in goodwill of $0.5 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.5 million of acquisition related and other expenses associated with the acquisition.

Proginet Corporation

On September 15, 2010, we acquired Proginet Corporation ("Proginet"), a public company incorporated in Delaware. Proginet is a provider of managed file transfer solutions. This acquisition augments our broader software infrastructure offerings and we believe it will help customers across industries more efficiently manage the information and processes that run their business. We paid $22.0 million in cash to acquire all of the outstanding shares of capital stock of Proginet. In the third quarter of fiscal year 2011, we recorded an increase in goodwill of $0.2 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.6 million of acquisition related and other expenses associated with the acquisition.

Kabira Technologies, Inc.

On April 20, 2010, we acquired Kabira Technologies, Inc. ("Kabira"), a private company incorporated in Delaware and a provider of high performance transaction processing software solutions for communications service providers globally. Kabira’s products and solutions support key infrastructure capabilities such as subscriber provisioning, value-based charging, and mobile payments. Its in-memory approach to supporting transactions complements our abilities in handling events and adds to our broader suite of in-memory infrastructure software products. We paid $3.9 million of cash to acquire all of the outstanding equity of Kabira. In the first quarter of fiscal year 2011, we recorded an increase in goodwill of $0.5 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.5 million of acquisition related and other expenses associated with the acquisition.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that $1.3 million of the goodwill recorded in connection with the Kabira acquisition will be deductible for income tax purposes.

Netrics.com, Inc.

On March 8, 2010, we acquired Netrics.com, Inc. ("Netrics"), a private company incorporated in Delaware and a provider of data quality software and services. Netrics’ in-memory-based approach to pattern matching and detection complements our core integration and business optimization offerings and adds to our broader suite of in-memory infrastructure software products. We paid $10.5 million of cash to acquire all of the outstanding equity of Netrics. We have also incurred $0.4 million of acquisition related and other expenses associated with the acquisition.

Foresight Corporation

On December 31, 2009, we acquired Foresight Corporation ("Foresight"), a private company incorporated in Delaware and a provider of Electronic Data Interchange ("EDI") productivity tools and transaction automation solutions. Foresight’s products connect partners and validate transactions, reducing administrative inefficiencies and addressing mandates. Foresight also expands our expertise in the healthcare and EDI markets, where its ability to support and validate transactions across a range of standards complements our core business-to-business abilities. We paid $30.0 million of cash to acquire all of the outstanding equity of Foresight. In the fourth quarter of fiscal year 2010, we recorded a decrease in goodwill of $1.1 million net of tax as a result of the adjustment of certain accrued liabilities. We have also incurred $0.8 million of acquisition related and other expenses associated with the acquisition.

Pro Forma Adjusted Summary (unaudited)

The results of LogLogic, Nimbus, Loyalty Lab, OpenSpirit, Proginet, Kabira, Netrics and Foresight’s operations have been included in the Consolidated Financial Statements since their respective acquisition dates. The following unaudited pro forma adjusted summary reflects TIBCO’s condensed results of operations for the periods ended November 30, 2012 and 2011, respectively. The summary assumes that the businesses had been acquired at the beginning of fiscal year 2011 and include pro forma adjustments for amortization charges for acquired intangible assets, stock-based compensation charges, if any, and related tax effects.

The unaudited pro forma financial information for fiscal year 2012 combines the historical results of TIBCO for the year ended November 30, 2012 and the historical results of LogLogic for the four months ended April 10, 2012. The unaudited pro forma financial information for fiscal year 2011 combines the historical results of TIBCO for fiscal year 2011, the twelve months historical results of LogLogic and the historical results of Nimbus and Loyalty Lab based upon their respective previous reporting periods and the dates these companies were acquired by us.

The following unaudited pro forma adjusted summary is for informational purposes only and is not intended to be indicative of future results of operations or whether similar results would have been achieved if the acquisitions had taken place at the beginning of fiscal year 2011 (in thousands, except per share amounts):

	Year Ended November 30,
	2012		2011
	(Unaudited)
Pro forma adjusted total revenue	$	1,037,418	$	970,467
Pro forma adjusted net income attributable to TIBCO Software Inc.	$	116,867	$	103,262
Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic	$	0.73	$	0.64
Diluted	$	0.69	$	0.60