人工智能对技术并购的影响——后炒作、部署时代

Lazard Technology Advisory A I I M P A C T O N T E C H N O L O G Y M & A – S E C O N D E D I T I O N Note on Edition 2.0:Post-Hype, Deployment Era •The first edition ofLazard’s AI Impact on Technology M&Afrom August 2025 explored the potential of Generative AI and itsemerging impact on M&A •Edition 2.0 is written amid a market reckoning over AI’s impact on the software ecosystem •The key question remains whether we are witnessing a structural decoupling of valuations - 'AI Beneficiaries’ and 'Systemsof Record’ enjoy strong investor and strategic interest, while 'Workflow Wrappers' face existential risk •Edition 2.0 outlines an updated view of the Agentic Era, where value is defined by proprietary data, workflow complexity,domain expertise, deterministic models and business model adaptability •We appreciate the contributions from Ramp and Tropic, who shared proprietary data for this report Executive Summary THE GREAT SAAS BIFURCATION •Though public markets broadly penalize software, Generative AI forces a brutal divide – “thin" wrappers face existential commodity risk, whileembedded systems leverage data gravity and compliance moats to absorb labor budgets AI MOATS 2.0 •With foundational models converging, sustainable competitive advantage has shifted back to foundational business assets. Strategic value isnow defined by proprietary and regulated data, the codification of human tacit knowledge, and closed feedback loops THE INCUMBENT ADVANTAGE •Despite the agility of AI-native startups, legacy software leaders possess the defensive trump cards: workflow complexity, immense distributionscale, and established customer trust. Incumbents that successfully orchestrate these assets will capture an exponentially larger TAM THE MONETIZATION TRANSITION •As the market moves from peak hype to the deployment era, traditional seat-based pricing is under siege and incumbents explore new pricingmodels. PRIVATE EQUITY’S DUAL MANDATE •Financial sponsors are highly active but deeply cautious - they are adopting AI internally and within their portfolios much faster than generalcorporates to drive margin expansion, but AI disruption risk has become the ultimate deal-breaker for new acquisitions The AI Reckoning in Software AI Investment Surge:Unprecedented Capital Supporting AI Potential US AI/ML VC Deal Activity AI VC Deal Activity as a Share of All VC Deal Activity AI Investment Surge:Corporates Chasing the Promise of ROI Through AI Investment AI Investment as % of Org. Revenue The Compounding Gap Median revenue growth of Ramp customers by AI spending intensity, indexed toJanuary 2023 Performance Gap Performance gap between “AI leaders” and “laggards” grew from2.7xto3.8x The Great Bifurcation:Despite Potential Upside, the Market is Punishing Legacy SaaS As AI adoption accelerates and displaces tradition tools, investors are questioning the durability of traditional seat-based software models Software Stock Woes Deepen The Great Bifurcation:Volatility in the Markets Reflect Tough to Predict Outcomes Volatility Has Reached Crisis-Level Extremes •The Dot-Com Unwind (2000–2002):Extreme downward volatility as the technology bubble burst •The Global Financial Crisis & The Golden Decade (2008–2020):Crisis-level crash followed by a decade of low volatility •COVID-19 and the 2022 Macro Catalyst (2020–2022):brief pandemic shock, then rate-driven correction •The 2025–2026 "SaaSpocalypse":Recent SaaS sell-off has plunged the index's standard deviation into the negative 3-to-4 range –this reflects extreme volatility at levels notseen since the Global Financial Crisis and the Dot-Com Bubble, significantly exceeding the severity of both the COVID-19 shock and the 2022 macro catalyst The Great Bifurcation:Early Predictions Have Not Yet Come to Fruition The Great Bifurcation:Retention Trends Confirm Bifurcation AI-native NDR is surging as enterprises grow their AI wallet spend. Despite 'SaaS-pocalypse' fears, incumbents remain resilient thoughperformance is bifurcated: infrastructure NDR has held flat, whereas horizontal software has seen compression The Great Bifurcation:Public Market Panic Systemic Disruption Narrative •Indiscriminate “AI-Fear” sell-off is disproportionately affecting software peers•Some valuation pressure warranted given growth rates have slowed (12.1%) "Some commentators have called the volatility a 'SaaS apocalypse', reflecting concern that AI coulderode the competitive advantage of established suppliers... Mandeep Singh of Bloomberg Intelligencesaid companies are seeing pressure on revenue expansion... He also suggested the market reactionmay be overextended. 'Indiscriminate selling.’” SaaS YTD Returns1 Valuation Contraction Attributable to Slower Growth Expectations •Warranted valuation pressure as software growth rates have contracted "An analysis by Goldman Sachs Research portfolio strategists suggests investors now expect softwarecompanies to grow more slowly. At thei