tech

Three types of acquisitions

There are three types of technology acquisitions:

- Talent. When the acquirer just wants the team (generally just engineers and sometimes designers). As a rule of thumb, these acquisitions are priced at approximately $1M/engineer.

- Tech: When the acquirer wants the technology along with the team. Generally the prices for these acquisitions are significantly higher than talent acquisitions. Sometimes they are even in the hundreds of millions of dollars for fairly small teams (e.g. Siri). The calculation the acquirer uses to price tech acquisitions is usually “buy vs build”. An important component in this calculation is not just the actual cost to build the technology but the opportunity cost of the time it would take them to do so.

- Business: When the company is either bought on a financial basis (the acquisition is “accretive”) or bought based on non-financial but highly defensible assets (Google buying YouTube which had minimal revenue at the time but a huge network of producers and consumers of video).

As large companies mature they move from doing just talent acquisitions to doing talent and tech acquisitions to eventually doing all three types of acquisitions. Usually it takes a startup beating the large company in an important area for the large company to realize the necessity of business acquisitions. For example, Google seemed to dramatically change its attitude when YouTube crushed Google Video. Eventually every large company has a moment like this.

Categories: tech

88 replies »

  1. “… the opportunity cost of the time it would take them to do so” is an especially important aspect of the “buy vs build” decision that many people tend to forget and/or downplay. Probably most important in the consumer Internet space.

  2. Agree. Many entrepreneurs built careers around precisely the idea of building the technology before the big company realized they needed it and then getting paid the delta of the opportunity cost of waiting.

  3. Hi Chris,

    I think the most common form of tech acquisition is a variant of the third, in which the acquirer wants to inject forward motion into the organization. It’s far more difficult for a public company to rally around a launch into what might seem like a small sector… it just doesn’t seem worthy of the biggest brains and bravest folks, so it gets shunted aside.

    On the other hand, once a smart tech company acquires a smaller company with momentum, it gives the company permission to drive, perfect, polish and grow that business. I’d argue that this what actually happened with YouTube.

    My experience is that internet tech acquisitions, ironically, rarely succeed because of the tech part. Once a brilliant engineer has proven something can be done, it can often be replicated by less-brilliant engineers.

    The other thing worth noting is that in most parts of the business cycle, a public tech company can acquire small companies with stock that actually has a negative effect on dilution–the rise in the stock price of a company doing a smart acquisition is often greater than the cost of the acquired company–meaning the purchase price is actually zero (or a profit). Cisco ran with this for over a decade.

    Of course, the wild card is the quality of the integration. For every RocketMail, there’s at least one Broadcast.com.

    As always, a good post.

  4. Thanks Seth (for the compliment and excellent comments)!

    > The other thing worth noting is that in most parts of the business cycle, a public tech company can acquire small companies with stock that actually has a negative effect on dilution–the rise in the stock price of a company doing a smart acquisition is often greater than the cost of the acquired company–meaning the purchase price is actually zero (or a profit). Cisco ran with this for over a decade.

    Agree, and actually in many cases the market is acting quite rationally here. Companies like Cisco very successfully acquired new tech and then pumped it through their sales channels in a way that justified the acquisition.  Same is true of other “channel” heavy businesses like Symantec and Oracle.

  5. Depending on the acquirer, designers and product people are valued but business people (e.g sales, bd) are often not considered the acquisition price calculation.

  6. “…bought based on non-financial but highly defensible assets” – I believe this is also referred to as a strategic acquisition. The value of your business is based on not what you’ve done with it, but what the acquirer can do with it (since they usually are a large corporation with global reach, customers, distribution channels, staff, etc). Your own revenue, profits, customers and team may be quite irrelevant when determining the acquisition price. 

  7. Not to nitpick, but I think those non-financial business acquisitions can be either ones where the acquired company has “common” value (roughly equal value to multiple parties) vs “private” value (much more value to a particular acquirer). E.g. Admob probably had far more value to Google than anyone else. If you are interested there is a lot of interesting studies of “common” value vs “private” value in auction theory. e.g http://economics.ouls.ox.ac.uk/11924/1/Survey.pdf

  8. You failed to mention the fourth, and most popular, acquisition:
    The Bullshit Acquisition.

    When someone in the acquiring company is friends with the investor(s) of the company being acquired or the team being acquired.

    Why do the majority of acquisitions fall into the bullshit category?

    The company gets acquired, the team does their 1-3 years (until their stock is vested), and then they leave to work on their next con, leaving the acquiring company with a steaming pile of shit that dissolves in no time.

    Think of any companies acquired in the last five years.  Are their products still around? Where are their teams now? Was MySpace worth $500 Million? Bebo worth $800? etc etc…

    Youtube is the one notable brand I can think of off the top of my head that is still kicking. – end of trolling/rant – :)

  9. TECH OF NEW COMPANY ALSO OFTEN NOT COMPATIBLE WITH OLD ONE. NOT JUST CODE, BUT UNDERLYING ASSUMPTIONS, METHODOLOGY.

    ALMOST ALWAYS BETTER TO RE-BUILD TECH THAN INTEGRATE, UNLESS NEW TECH CAN REMAIN ISOLATED.

  10. ENGINEERING TEAM IS PRODUCT. 

    IF PRODUCT BUILT RIGHT, UX TEAM IS TOO.

    SALES, MANAGERS, JUST PITCREW THAT KEEP TEAM THAT BUILD THINGS RUNNING. 

    MAKE SURE YOU SUPERSTAR IF IN PITCREW.

  11. Everyone thought MySpace was a great acquisition for a year or two after. Bebo more of a head scratcher.
    But you seem to think VCs have far far more influence than they actually do over acquirers.

  12. There’s also a “value destruction” acquisition, which Seth alluded to. A good example is Cisco’s acquisition of Flip. When Cisco bought the company, it was by far the leader in the cheap, easy-to-use camcorder market. It wasn’t Cisco’s mismanagement alone that ran it into the ground–improved cameras in smartphones had a lot to do with it–but there were many opportunities for Cisco to keep Flip competitive that weren’t taken. Now, of course, Flip is out of business, the business is a total writeoff, and Cisco is largely out of the consumer market.

  13. Nice post, Chris. I tend to think of your category 3 (business) in 3 different ways though: defending the market (that’s when a rising startup seems to threaten the existing player’s model or market), expanding/diversifying their revenue base (by tapping into a revenue model the startup has proven to work and be profitable), and strengthening the existing user base (by addressing either the same or very different demographics, serving the startups services from within their existing service).
    Case 1 usually let’s the startup disappear while cases 2 is most likely to see the startup survive in both leadership and brand.

  14. It’s very interesting that currently, many large (but relatively young) companies are engaging in what appears to be mere talent acquisition that disregards and seems to destroy other value.  Many of these deals had accretive potential, but the buyout partners are simply shutting down their acquired targets and repurposing the talent.  However, the value destruction might be compensated for by the “space clearing” effect of removing some competitors from the market, which might play into the company’s overall strategy and strengthen other strategic partnerships.  It will be interesting to see how these acquisition strategies play out and shift over time.

  15. I am half joking, but there is some truth to it…

    Tangential, but relevant:
    People are (for better or worse) very creative when it comes to making money.  People used to invest in the stock market because they believed in the company they were investing in.  Now, almost any experienced investor will tell you “buy and hold” is a fool’s strategy.  Investors are creating their own artificial volume, and insider trading is much more rampant than you might think.  Goldman Sachs has gone as far as placing its alumni in government positions (i.e. several of the past Secretaries of Treasury).

    The same thing is happening outside of public trading.  VCs, the people that manage their money, and the CEOs being invested in are all very smart.  Companies getting acquired, then dissolving 3 years later is not the exception, it is the rule.  People are flipping companies for profit – something Jobs, Bezos, and Zuckerberg have all criticized.  Also of relevance: http://blogs.wsj.com/venturecapital/2011/08/15/mark-cuban-this-tech-vc-bubble-is-like-a-ponzi-scheme/

    Are these companies benefiting their parent companies? Generally, no.  Are the companies getting acquired profitable? Generally, no.  Are the acquiring companies run by idiots? No.  So what is happening? People are making money by flipping companies.  How it works: you get an investment, get a little bit of traction, build the product for a few years, maybe pivot once or twice.  Once you have just about burned through the VC money, you arrange for the company to be acquired.  Whoever facilitates the acquisition in the acquiring company ultimately gets a cut, under the table – usually not cash but something harder to track, or often “favors” in the future like investing in a company for them.  Sounds like a conspiracy, right?  You would be surprised how much it actually happens.  Insider trading happens all the time in the stock market – you think similar activities do not occur outside of it?

    The rule of thumb I go by: if there is a way to make money easily, people are doing it.

  16. I’ve been involved in dozens of acquisitions, as an investor, acquiree, and even acquirer and never seen anything close to someone “getting a cut under the table.” You have a very naive model of the world if you think public company CEOs want to do favors for VCs or venture investors. If anything they generally dislike them and try to structure the deals to reduce their returns to as little as possible.

  17. This is so true – but what is even more frustrating to product oriented folks ( vs research) working at big companies is that many did understand what technology was needed …but couldn’t convince the company to invest appropriatly.

    sigh …exactly what christensen describes when he talks about resource allocation processes in successful organizations.

    re build vs buy – I cant tell you how many times people have argued to me : “we have to acquire in space xyz because we can cant build it fast enough to compete”. with my response being “so go ahead and acquire, but lets start to build/invest now in this new area…”

  18. If you would rather argue that the acquiring companies like to throw away money without cause, that is fine by me :)  But you have a naive view of the world if you think corruption does not exist, even if only outside of the circle of acquisitions you have been a part of.  VCs are not involved in any “under-the-table” transactions usually, because there are easier (more legal) ways for them to make money (see the link I posted from Mark Cuban in the comment above)…but other parties are.  I do not want to get anyone in trouble, so I won’t list names, but I had the same view as you before I witnessed it myself.

    Most acquisitions just do not make sense, if you look at the hard numbers.  The amount of the acquisition is often 1000 times greater than the actual (potential ad) revenue being generated.  Sensible investors maybe will buy stock at 20x P/E (price to earnings) ratio and below – even 20 is high though.  AAPL currently has a P/E of around 14.

    Most companies being acquired are in the red though – so it really does not make sense.  And then you have companies like Path, that were offered 100 million by Google a few months into building their product (http://techcrunch.com/2011/02/02/google-tried-to-buy-path-for-100-million-path-said-no/).

    Maybe these kind of figures were justified in the dot-bomb days, when we had no idea how profitable any company could be.  But now I should hope that we are a bit wiser.  The hard fact is, many companies are getting acquired for ridiculous amounts, and then shut down within years, never coming close to generating the amount of money (in terms of hard cash OR value added) they were acquired for.  However you want to justify that is fine by me. :)

  19. I assume by Tech you include Product. The company acquiring the other may do it because they want a certain product that lots of users are already using. 

    Arguably, the YouTube acquisition was a product related acquisition, not a business one. Google can have a business relationship with anyone they want whether enterprise or consumers. YouTube product was a better product than Google Video and it had more traction- that’s why I think it was acquired.

  20. Thanks for the link. Interesting read. I guess that’s why having multiple bidders at the table is so important to maximize your acquisition price. Might I ask if this was the case with eBay Chris? Personally, I think I would just sell immediately if an acquirer comes along that offers the number that I have in my head. A bird in the hand is worth two in the bush.

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