Acquisitions and Strategy
There have been a couple of acquisitions in the last two weeks that I wanted to comment on; one by Oracle and one by McAfee. But between a minor case of food poisoning followed shortly by a major case of influenza, pretty much everything I wanted to do in the last 12 days, blogging notwithstanding, was halted. I am feeling better and trying to catch up on the stuff I wanted to talk about. At face value, neither of the acquisitions I want to mention are all that interesting. In the big picture, the investments do spotlight product strategy, so I want to comment on that. But before I do, I wanted to make some comments about how I go about assessing the value of an acquisition. I always try to understand the basic value proposition to the acquiring company, as well as other contributing factors. There are always a set of reasons why company A acquires company B, but understanding these reasons is much harder than you might expect. The goals of the buyers and the seller are not always clear. The market strategy and self-perception of each firm come into play when considering what they buy, why they bought it, and how much they were willing to pay. The most common motivators are as follows: Strategic: You want to get into a new market and it is either cheaper or faster to acquire a company that is already in that segment rather than organically develop and sell your own product. Basically this is paving the road for a strategic vision. Buying the major pieces to get into a new market or new growth opportunities in existing markets. No surprises here. Tactical: Filling in competitive gaps. A tactical effort to fill in a piece of the puzzle that your existing customers really need, or complete a product portfolio to address competitive deficiencies within your product. For example, having network DLP was fine up until a point, and then endpoint became a de facto requirement. We saw this with email security vendors who had killer email security platforms, but were still getting hammered in the market for not having complete web security offerings as well. Neither is surprising, but there are many more than these basic two reasons. And this is where things can get weird. Other motivating factors that make the deal go forward may not always be entirely clear. A couple that come to mind: Accretive Acquisition: Buying a solid company to foster your revenue growth curve. Clear value from the buyer’s perspective, but not so clear why profitable companies are willing to sell themselves for 2-4 times revenue when investor hopes, dreams, and aspirations are often much more than that. You have to view this from the seller’s side to make sense of it. There are many small, profitable companies out there in the $15-35M range, with no hope of going public because their market is too small and their revenue growth curve is too shallow. But the investors are pushing for an IPO that will take years, or possibly never happen. So what is your exit strategy? Which firms decide they want the early exit vs. betting their fortunes on a brighter future? You would think that in difficult economic times it is often based upon the stability of their revenue in the next couple of quarters. More often it comes down to which crazy CEOs still swear their firm is at the cusp of greatness for a multi-billion-dollar-a-year market and can convince their boards, vs. pragmatists who are ready to move on. I am already aware of a number of mid-sized companies and investment firms trying to tell “the wheat from the chaff” and target viable candidates, and a handful of pragmatic CEOs willing to look for their next challenge. Look for a lot more of these acquisitions in the next 12 months. Leveraged/Platform Enabler: Not quite strategic, not quite tactical, but a product or feature that multiple products can leverage. For example a web application server, a policy management engine, or a reporting engine may not be a core product offering, but could provide a depth of service that makes all your other products perform better. And better still, where a small firm could not achieve profitability, a large company might realize value across their larger customer base/product suite far in excess of the acquisition price. Good Tech, Bad Company: These firms are pretty easy to spot in this economy. The technology is good and the market is viable, but the company that produces the technology sucks. Wrong sales model, bad positioning, bad leadership decisions, or whatever – they simply cannot execute. I also call this “bargain bin”’ shopping because this is one of the ways mid-sized and larger firms can get cutting edge technology at firesale prices, and cash shortfalls force vendors to sell quickly! Still, it’s not always easy to distinguish the “over-sold bad tech” or “overfunded and poorly managed bad technology” firms from the “good tech, bad management” gems you are after. We have seen a few of these in the last 12 months, and we will see more in the coming 12 months as investors balk and lose confidence. The Hedge: This is where you want into a billion dollar market, but you cannot afford to buy one of the leaders, or your competitors have already bought all of them. What do you do? You practice the art of fighting without fighting: You buy any other player that is a long way from being the front-runner and market that solution like crazy! Sure, you’re not the leader in the category, but it’s good enough not to lose sales, and you paid a fraction of the price. It may even give you time to build a suitable product if you want to, but more often than not, you ride the positive perception train till it runs off the rails. Sellers know this game as well, and you will often see firms