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In Silicon Valley, Mergers Must Meet the Toothbrush Test (nytimes.com)
114 points by jhonovich on Aug 18, 2014 | hide | past | favorite | 11 comments



Good. Bringing the deals in house lowers costs (ever meet an ibanker that didn't take a decent chunk), increases flexibility (no intermediaries) and let's deals move faster.

It's like buying and selling a house without paying for a real estate agent. Both parties save on time and fees.


This is actually Google's strategy with strategy. It's big enough that the kind of studies management consulting firms offer can be useful to the company, but instead of hiring McKinsey to do a study, they just hire away their best young talent and have them join their internal strategy arm.

Considering that their associates bill at $1MM/year, hiring them away ends up being much cheaper.


Google also has the brand name to do this. Leaving McKinsey to work at Google looks great on a resume, leaving McKinsey to work at a small or midsize company looks much stranger.


Thus Google is/was the #1 destination for ex-McKinsey folks. Generally speaking, mgmt consulting attracts more risk averse people than otherwise, so this is somewhat natural (in fact, my risk-seeking friend who joined the firm was surprised that so many people were risk averse).

But there are plenty of people who leave the firm to go to mid sizes places or places with less cache, but at a relatively high position in the corporate chain.

They also leave to join growth phase startups as well.


>Both parties save on time and fees.

Of course it's good for the Googles and Facebooks, who have the resources to in-source teams to do the deals. But is it equally good for the small companies, the "acquired", the WhatsApps et al, to be relying on Google's in-house team? I'm not as sure.

I have to laugh at the "who needs bankers?" tone of the article, when the companies mentioned rely on ibanks to provide them with the talent pipeline they need to staff their in-house M&A teams.


Question to HN - is one reason tech companies can do this is because a small group close to the founders typically have disproportiately high voting rights? I suspect this would not be easy to do if "traditional" institutional investors have voting rights commensurate with their shareholding in the company.

http://www.theglobeandmail.com/globe-investor/investment-ide...


That depends on what you class as 'disproportionally high' and what was written into the contract governing the investment. As long as the founders have 51% or more and there are no blocking terms in the contracts written prior to an acquisition offer there is nothing that can stop the founders from selling their stock.

Savvy founders will retain control of their company even after an investment, if only because you will never get a 100% alignment of goals between investors and founders.


>Facebook’s most recent big deal, the acquisition of Oculus VR, came as a surprise to even seasoned technology watchers. But Marc Andreessen, a Facebook board member, was also on the board of Oculus VR, paving the way for the deal.

Does this not seem like a conflict of interests to anyone? Isn't this the VC's chance to exit quick for financial gain rather than have Occulus continue on its own, which is by definition riskier?

I don't know, maybe this isn't the case but something seems odd here.


> But Marc Andreessen, a Facebook board member, was also on the board of Oculus VR, paving the way for the deal.

exactly. he came under a lot of fire for similar conflicts with they Ebay/Skype deal.

http://www.businessinsider.com/marc-andreessen-carl-icahn-eb...


Old but still relevant article from 1999 about Cisco's king of acquisitions, Mike Volpi (70 companies in 5 years)

>

Volpi is arguably Silicon Valley's shrewdest shopper. He needs to be. With a dearth of engineering talent and shrinking product cycles, Cisco realized that it couldn't build everything it needed inside the company. Says Don Listwin, Cisco's No. 2 executive: "Lucent wants the smartest group of people in Bell Labs. But if we're not good at something, we've got Silicon Valley. It's our lab."

The company looks to startups if it decides it's too far behind competitors to take the time to build a product from scratch. Once that decision is made, Volpi's team consults with business units and customers to find out about their technological needs. Customers have a profound influence on Cisco's strategy. Its executives say that US West, the Denver Baby Bell, was a driving factor behind the decision in March 1998 to acquire NetSpeed, a maker of equipment that turns regular phone lines into high-speed digital subscriber line (DSL) data conduits.

With a few targets in mind, Volpi and his team perform an evaluation that's unique in scope. As engineers examine the technology and financiers go over the company's books, Cisco's team also examines the depth of the company's talent, the quality of its management, and its venture funding--all things aimed at making the integration process easier should Cisco buy. Since Cisco will acquire a company as often for its talent as for its technology, it needs to focus on these "softer" issues early.

There's one more test. Volpi's got a knack for identifying a startup at the sweet spot of its development: when it is old enough to have a finished and tested product, yet young enough to be privately held and flexible in its ways. Acquire a business that's too mature, and risk soars. Explains Volpi: "If you buy a company with customers, product flows, and entrenched enterprise resource systems, you have to move very gingerly. Otherwise, you risk customer dissatisfaction. Figuring out how to integrate this type of company could take nine months."

After all this evaluation, Cisco doesn't necessarily leap to purchase. Instead it may pass on a company or may act as a venture firm, making a 10% equity investment to monitor the startup's growth. That's what it did with Monterey last winter. A few months later, after deciding that the Richardson, Texas, startup would give it entree into the $20-billion-a-year optical-internetworking market, it gobbled up the rest. Says Joe Bass, CEO of Monterey: "We had interest from other companies, but they didn't move as fast as Cisco. They were still considering us when the announcement came out that Cisco had bought us."

...

"It's easier to integrate engineers who are rich and happy than ones looking for a way out," says Paul Sagawa, an analyst at Sanford C. Bernstein.

"I don't believe mergers of equals work." --JOHN CHAMBERS

Turn the conversation to Cisco, and Chambers is equally frank in discussing its acquisition methods. As with any heavily used process, he says, there are bound to be mistakes. For Cisco, they've arisen when the company has deviated from its strategy by forcing a company into Cisco's infrastructure.

("It was my naivete when we acquired software companies and moved them from their own distribution systems into ours. Dumb. Dumb.")

Or when Cisco has mistimed its bid. Valley pundits say the 1996 acquisition of Granite Systems, a maker of so-called gigabit ethernet switches, didn't work because Granite's product wasn't as far along as Cisco had believed.

On the other hand, people close to one of Cisco's largest acquisitions, that of StrataCom in 1996, say it was difficult because StrataCom was too large and its product too developed. Cisco had trouble integrating elements of its operating system into StrataCom's switches.

This particular problem doesn't bode well, say some analysts.

As telecom equipment giants Nortel (revenues: $17.6 billion) and Lucent (revenues: $38 billion) take aim at Cisco's markets, they say, Cisco will need another large acquisition. Chambers, however, is forging ahead with smaller ones, telling attendees at October's Telecom 99 conference in Geneva that he'll make up to 25 this year.

"In a merger you can't blend resources and cultures--only one can survive," he says. So Chambers and his team are busy scouring the world to make sure the survivor is Cisco.

http://archive.fortune.com/magazines/fortune/fortune_archive...


Poor title, but interesting observations about the value of not using investment banks.




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