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Tag: business strategy

The Four Types of M&A

I’m oftentimes asked what determines the prices that companies get bought for: after all, why does one app company get bought for $19 billion and a similar app get bought at a discount to the amount of investor capital that was raised?

While specific transaction values depend a lot on the specific acquirer (i.e. how much cash on hand they have, how big they are, etc.), I’m going to share a framework that has been very helpful to me in thinking about acquisition valuations and how startups can position themselves to get more attractive offers. The key is understanding that, all things being equal, why you’re being acquired determines the buyer’s willingness to pay. These motivations fall on a spectrum dividing acquisitions into four types:

four

  • Talent Acquisitions: These are commonly referred to in the tech press as “acquihires”. In these acquisitions, the buyer has determined that it makes more sense to buy a team than to spend the money, time, and effort needed to recruit a comparable one. In these acquisitions, the size and caliber of the team determine the purchase price.
  • Asset / Capability Acquisitions: In these acquisitions, the buyer is in need of a particular asset or capability of the target: it could be a portfolio of patents, a particular customer relationship, a particular facility, or even a particular product or technology that helps complete the buyer’s product portfolio. In these acquisitions, the uniqueness and potential business value of the assets determine the purchase price.
  • Business Acquisitions: These are acquisitions where the buyer values the target for the success of its business and for the possible synergies that could come about from merging the two. In these acquisitions, the financials of the target (revenues, profitability, growth rate) as well as the benefits that the investment bankers and buyer’s corporate development teams estimate from combining the two businesses (cost savings, ability to easily cross-sell, new business won because of a more complete offering, etc) determine the purchase price.
  • Strategic Gamechangers: These are acquisitions where the buyer believes the target gives them an ability to transform their business and is also a critical threat if acquired by a competitor. These tend to be acquisitions which are priced by the buyer’s full ability to pay as they represent bets on a future.

What’s useful about this framework is that it gives guidance to companies who are contemplating acquisitions as exit opportunities:

  • If your company is being considered for a talent acquisition, then it is your job to convince the acquirer that you have built assets and capabilities above and beyond what your team alone is worth. Emphasize patents, communities, developer ecosystems, corporate relationships, how your product fills a distinct gap in their product portfolio, a sexy domain name, anything that might be valuable beyond just the team that has attracted their interest.
  • If a company is being considered for an asset / capability acquisition, then the key is to emphasize the potential financial trajectory of the business and the synergies that can be realized after a merger. Emphasize how current revenues and contracts will grow and develop, how a combined sales and marketing effort will be more effective than the sum of the parts, and how the current businesses are complementary in a real way that impacts the bottom line, and not just as an interesting “thing” to buy.
  • If a company is being evaluated as a business acquisition, then the key is to emphasize how pivotal a role it can play in defining the future of the acquirer in a way that goes beyond just what the numbers say about the business. This is what drives valuations like GM’s acquisition of Cruise (which was a leader in driverless vehicle technology) for up to $1B, or Facebook’s acquisition of WhatsApp (messenger app with over 600 million users when it was acquired, many in strategic regions for Facebook) for $19B, or Walmart’s acquisition of Jet.com (an innovator in eCommerce that Walmart needs to help in its war for retail marketshare with Amazon.com).

The framework works for two reasons: (1) companies are bought, not sold, and the price is usually determined by the party that is most willing to walk away from a deal (that’s usually the buyer) and (2) it generally reflects how most startups tend to create value over time: they start by hiring a great team, who proceed to build compelling capabilities / assets, which materialize as interesting businesses, which can represent the future direction of an industry.

Hopefully, this framework helps any tech industry onlooker wondering why acquisition valuations end up at a certain level or any startup evaluating how best to court an acquisition offer.

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Why I Favor Google over Apple

image Many of my good friends are big fans of Apple and its products. But not me. This good-natured difference in opinion leads us into never-ending mini-debates over Twitter or in real life over the relative merits of Apple’s products and those of its competitors.

I suspect many of them (respectfully) think I’m crazy. “Why would you want an inferior product?” “Why do you back a company that has all this information about you and follows you everywhere on the internet?”

I figured that one of these days, I should actually respond to them (fears of flamers/attacks on my judgment be damned!).

imageFirst thing’s first. I’ll concede that, at least for now, Apple tends to build better products. Apple has remarkable design and UI sense which I have yet to see matched by another company. Their hardware is of exceptionally high quality, and, as I mentioned before, they are masters at integrating their high-end hardware with their custom-built software to create a very solid user experience. They are also often pioneers in new hardware innovations (e.g., accelerometer, multitouch, “retina display”, etc.).

So, given this, why on earth would I call myself a Google Fanboi (and not an Apple one)? There are a couple of reasons for it, but most of them boil down basically to the nature of Google’s business model which is focused around monetizing use rather than selling a particular piece of content/software/hardware. Google’s dominant source of profit is internet advertising – and they are able to better serve ads (get higher revenue per ad) and able to serve more ads (higher number of ads) by getting more people to use the internet and to use it more. Contrast this with Apple who’s business model is (for the most part) around selling a particular piece of software or hardware – to them, increased use is the justification or rationale for creating (and charging more for) better products. The consequence of this is that the companies focus on different things:

  • image Cheap(er) cost of access – Although Apple technology and design is quite complicated, Apple’s product philosophy is very simple: build the best product “solution” and sell it at a premium. This makes sense given Apple’s business model focus on selling the highest-quality products. But it does not make sense for Google which just wants to see more internet usage. To achieve this, Google does two main things. First, Google offers many services and development platforms for little or no cost. Gmail, Google Reader, Google Docs, and Google Search: all free, to name a few. Second, Google actively attacks pockets of control or profitability in the technology space which could impede internet use. Bad browsers reducing the willingness of people to use the internet? Release the very fast Google Chrome browser. Lack of smartphones? Release the now-very-popular Android operating system. Not enough internet-connected TV solutions? Release Google TV. Not enough people on high-speed broadband? Consider building a pilot high-speed fiber optic network for a lucky community. All of these efforts encourage greater Web usage in two ways: (a) they give people more of a reason to use the Web more by providing high-value web services and “complements” to the web (like browsers and OS’s) at no or low cost and (b) forcing other businesses to lower their own prices and/or offer better services. Granted, these moves oftentimes serve other purposes (weakening competitive threats on the horizon and/or providing new sources of revenue) and aren’t always successes (think OpenSocial or Google Buzz), but I think the Google MO (make the web cheaper and better) is better for all end-users than Apple’s.
  • Choice at the expense of quality – Given Apple’s interest in building the best product and charging for it, they’ve tended to make tradeoffs in their design philosophy to improve performance and usability. This has proven to be very effective for them, but it has its drawbacks. If you have followed recent mobile tech news, you’ll know Apple’s policies on mobile application submissions and restrictions on device functionality have not met with universal applause. This isn’t to say that Apple doesn’t have the right to do this (clearly they do) or that the tradeoffs they’ve made are bad ones (the number  of iPhone/iPad/iPod Touch purchases clearly shows that many people are willing to “live with it”), but it is a philosophical choice. But, this has implications for the ecosystem around Apple versus Google (which favors a different tradeoff). Apple’s philosophy provides great “out of the box” performance, but at the expense of being slower or less able to adopt potential innovations or content due to their own restrictions. image Case in point: a startup called Swype has built a fascinating new way to use soft keyboards on touchscreens, but due to Apple’s App Store not allowing an application that makes such a low-level change, the software is only available on Android phones. Now, this doesn’t preclude Swype from being on the iPhone eventually, but it’s an example where Apple’s approach may impede innovation and consumer choice – something which a recent panel of major mobile game developers expressed concern about — and its my two cents worth that the Google way of doing things is better in the long run.
  • image Platforms vs solutions – Apple’s hallmark is the vertically integrated model, going so far as to have their own semiconductor solution and content store (iTunes). This not only lets them maximize the amount of cash they can pull in from a customer (I don’t just sell you a device, I get a cut of the applications and music you use on it), it also lets them build tightly integrated, high quality product “solution”. Google, however, is not in the business of selling devices and has no interest in one tightly integrated solution: they’d rather get as many people on the internet as possible. So, instead of pursuing the “Jesus phone” approach, they pursue the platform approach, releasing “horizontal” software and services platforms to encourage more companies and more innovators to work with it. With Apple, you only have one supplier and a few product variants. With Google, you enable many suppliers (Samsung, HTC, and Motorola for starters in the high-end Android device world, Sony and Logitech in Google TV) to compete with one another and offer their own variations on hardware, software, services, and silicon. This allows companies like Cisco to create a tablet focused on enterprise needs like the Cius using Android, something which the more restrictive nature of Apple’s development platform makes impossible (unless Apple creates its own), or researchers at the MIT Media lab to create an interesting telemedicine optometry solution. A fair response to this would be that this can lead to platform fragmentation, but whether or not there is a destructive amount of it is an open question. Given Apple’s track record the last time it went solo versus platform (something even Steve Jobs admits they didn’t do so well at), I feel this is a major strength for Google’s model in the long-run.
  • (More) open source/standards – Google is unique in the tech space for the extent of its support for open source and open standards. Now, how they’ve handled it isn’t perfect, but if you take a quick glance at their Google Code page, you can see an impressive number of code snippets and projects which they’ve open sourced and contributed to the community. They’ve even gone so far as to provide free project hosting for open source projects. But, even beyond just giving developers access to useful source code, Google has gone further than most companies in supporting open standards going so far as to provide open access to its WebM video codec which it purchased the rights to for ~$100M to provide a open HTML5 video standard and to make it easy to access your data from a Google service however you choose (i.e., IMAP access to Gmail, open API access to Google Calendar and Google Docs, etc.). This is in keeping with Google’s desire to enable more web development and web use, and is a direct consequence of it not relying on selling individual products. Contrast this with an Apple-like model – the services and software are designed to fuel additional sales. As a result, they are well-designed, high-performance, and neatly integrated with the rest of the package, but are much less likely to be open sourced (with a few notable exceptions) or support easy mobility to other devices/platforms. This doesn’t mean Apple’s business model is wrong, but it leads to a different conclusion, one which I don’t think is as good for the end-user in the long run.

These are, of course, broad sweeping generalizations (and don’t capture all the significant differences or the subtle ones between the two companies). Apple, for instance, is at the forefront of contributors to the open source Webkit project which powers many of the internet’s web browsers and is a pioneer behind the multicore processing standard OpenCL. On the flip side, Google’s openness and privacy policies are definitely far from perfect. But, I think those are exceptions to the “broad strokes” I laid out.

In this case, I believe that, while short-term design strength and solution quality may be the strengths of Apple’s current model, I believe in the long run, Google’s model is better for the end-customer because their model is centered around more usage.

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