Symantec agreed to buy Clearwell Systems on May 19, 2011, and completed the acquisition on June 24. The announced price was approximately $390 million, net of Clearwell’s cash; Symantec later reported $392 million in total consideration using a different accounting basis. Clearwell supplied eDiscovery solutions, and Symantec said the deal would strengthen its eDiscovery, archiving, and backup offerings.
What did Clearwell Systems do?
Clearwell was a provider of eDiscovery solutions, software used to help organizations identify, collect, review, and manage information for legal matters. Symantec’s acquisition announcement described Clearwell as an eDiscovery provider (Symantec’s May 2011 announcement).
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How much did Symantec pay for Clearwell?
Symantec announced an expected purchase price of approximately $390 million, net of cash acquired. Its later fiscal 2013 Form 10-K reported $392 million in total consideration: $364 million in cash, net of $20 million in acquired cash, plus $8 million in assumed stock options (May 2011 announcement; Symantec fiscal 2013 Form 10-K). The figures are not contradictory: the announcement gave an approximate net-of-cash price, while the later filing reported total consideration and its components.
Why did Symantec buy Clearwell?
Symantec said the acquisition would enhance its eDiscovery, archiving, and backup offerings. Its later filing framed the strategy as combining these areas in a broader information-management offering. In practical terms, the deal brought Clearwell’s eDiscovery technology into a company that already sold archiving and backup products.
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Symantec’s purchase accounting lists $33 million in net tangible assets, $154 million in intangible assets, $268 million in goodwill, and negative $63 million in net tax liabilities, for a $392 million purchase price. The intangible assets included customer relationships, developed technology, and trade names. Symantec attributed goodwill primarily to expected synergies from integrating Clearwell’s offerings with its existing products (Symantec fiscal 2013 Form 10-K).
When did the acquisition happen?
- May 19, 2011: Symantec signed a definitive agreement to acquire privately held Clearwell. The deal remained subject to customary closing conditions, including regulatory approval (Symantec’s announcement).
- June 6, 2011: The Federal Trade Commission recorded early termination for transaction 20110922, identifying Symantec as the acquiring party and Clearwell Systems as the acquired party (FTC early-termination notice).
- June 24, 2011: Symantec said it completed the acquisition of all Clearwell voting equity interests (Symantec fiscal 2013 Form 10-K).
What did Symantec report after the deal?
For the three and six months ended September 30, 2011, Symantec reported approximately $20 million in Clearwell revenue in its 2011 Form 10-Q (Symantec 2011 Form 10-Q). The company also said information-management growth was driven in part by backup sales and integration of acquired Clearwell eDiscovery products; that statement does not establish that Clearwell caused wider segment growth.
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In a February 2012 results release, Symantec said tighter technical integration between Enterprise Vault and the Clearwell eDiscovery Platform was on schedule. It described intended customer benefits as better information protection, retention-policy management, and a more streamlined eDiscovery process (Symantec’s February 2012 results release). These company statements show the integration plan and early reported context, but do not by themselves establish Clearwell’s long-term product or financial outcome.
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