Oracle is buying Sun?

Breaking News…. Oracle buys Sun!? What's wrong with this picture?

What's surprising is that a very large software company is buying a very large hardware company. You often see a hardware company buying a software company, but I can't really think of a deal that's gone the other way around. Certainly not at this level. My practice at PJM Consulting serves all kinds of technology companies--but a focus is on software. Although every situation is different, my typical advice is for software companies to stay away from hardware, if at all possible.

This news is very interesting on several levels:

Involvement of two high profile, strong personalities in the technology business
I'm talking about Larry Ellison and Scott McNealy. Of course, MCNealy no longer actively runs Sun, but he is still Chairman and a power to be dealt with. He was allegedly the force behind the killing of the potential deal with IBM. Apparently Larry and Scott are old buddies, so maybe there won't be a problem. But these are two very strong-minded, controversial and sometimes outrageous leaders. Even though they are long time friends, they have never before played together so closely in the same sandbox. It wouldn't be shocking to see a few disagreements, and some public drama as a result.

Combining the Largest Revenue Database Product with the Largest in Unit Market Share
This aspect of the deal will not get as much attention as some of the others. But Oracle is the 500 lb Gorilla at the top end of the market, and the open source MYSQL is the most popular database choice at the low end, particularly in website development. This aspect likely won't demand anti-trust scrutiny because they don't really compete directly. But potential marketplace competition from MYSQL going up market, and Oracle bringing out lower cost solutions, is eliminated by this deal.

Software Company buying a Hardware Company
As I stated above, this is highly unusual, especially for companies of this size. Most established software companies have very high margins, and wouldn't want to "pollute" their earnings with the lower margin, often commoditized hardware revenue. I can't think of another comparable deal, looking back even into the distant past. The business models are pretty different. In hardware companies manufacturing efficiency and inventory control are major factors in business success; in most software businesses these are inconsequential factors to success. Hardware businesses tend to be more capital-intensive, while software businesses are very R&D intensive. I could go on, but suffice it to say that the management of these businesses includes different functional skill sets. Why is Ellison interested in Sun? Just for the Java and the Solaris OS software, or is he really going to continue with the hardware business as well? Even though in some ways, Sun was a bargain at the price of just under $6B net. But if he's just interested in the software pieces of Sun, the price looks pretty steep--Sun's direct revenue from Java and Solaris is a pretty minimal portion of its total revenue. Ellison had a flirtation with hardware years ago with the Network Computer concept--could he really still be itching to become a fully integrated systems company?

What will Oracle Do With Sun's Software?
To me, this is by far the most intriguing question raised by the deal. Solaris is a nice OS, and has a good installed base. But it's never really had the same impact in the market since open source Linux came around. Java is pervasive in the computing arena, and in embedded systems as well. It has a huge impact on the Internet. It's literally everywhere. But after trying to charge big money for Java in the early days, Sun decided to give it away. I was intimately involved in the embedded Java market in those early days. Sun initially looked like they had created a technology that could allow them to challenge Microsoft for computing dominance. I believe Microsoft was very worried at the time. But to say that Sun fumbled the ball would be way too kind. Frankly, their effort to commercialize Java was like something out of the Keystone Cops. I could detail their myriad missteps. To summarize, the biggest problem was that they were a hardware company attempting to commercialize a software product, which usually doesn't work very well. Sun appeared not to have a clue as to what they were doing. Finally, they quit trying to directly make money at Java; they put it into open source and basically decided to give away the technology to anyone who wanted to use it. It looked to me like a way to spite Microsoft, more than anything.

What Happens to Java?
So where does that leave Oracle once they close the deal and own Java? What is their plan to leverage Java in the marketplace? Will they start trying to charge for it somehow? I think this is doubtful; there's probably no going back on that decision at this point. I'm sure that Mr. Ellison and his team have something in mind--but I can't imagine what it is. They've been very savvy at making some acquisitions that haven't looked all that complementary, that have worked out well. So I wouldn't bet against them. But I can help wonder if they haven't stretched a bit too far in their minds to find synergy in this one. It reminds me a bit of Ebay's very expensive purchase of Skype, which is now being unraveled because it just didn't create any synergy. We shall see what happens--it should be interesting to watch this unfold.

SUMMARY
The prospective Sun-Oracle deal is one of the more interesting we've seen for a while. There shouldn't be any major anti-trust issues with this deal, and it doesn't appear that a higher bidder is likely to emerge. Watching the organizational integration (and possible divestment), as well as the interaction of the outsized personalities, should be entertaining at the very least. But most of all look for what Ellison does with Java--that's where the real intrigue lays. Post a comment to give me your view of this deal.

Phil Morettini
PJM Consulting
www.pjmconsult.com

Is It Time to Sell Your Hardware or Software Company?

This is the point that most, if not all, technology entrepreneurs aspire to reach. They dream of selling their company and laying on a beach somewhere, a colorful drink with the requisite umbrella, cooling in their hand.

There are a few of you out there that would never sell your company (it's your identity, after all), preferring to work forever lest you slow down and quickly deteriorate. But that's another story; we'll save your psychoanalysis for another day…

Some of you that want to sell your company have the most grandiose plan of all in mind: An initial public offering (IPO) through a brand name investment banker, bringing not only unimaginable riches, but fame along with that fortune. But that rarely happens--we'll also table that discussion for another column…

So let's get back to the great majority of you out there, who set out to some day cash in all of your hard work, by selling your company directly to another company. How do you know when the time is right?

WHAT MAKES PEOPLE WANT TO SELL

There are many triggers that set off serious reflection about whether or not to pursue a sale of a software or tech company. Let's examine a few of the more common:

1) A potential acquirer approaches the company with an offer
2) A strategic partnership grows closer, and it seems to make sense to grow closer still
3) Business is bad, and the principals begin to worry about losing everything
4) Negative cash flow is starving the business, forcing a sale to ward off bankruptcy
5) The owners need cash for another reason; be it investing in another business, or personal reasons
6) The owner/operators are burnt out, and no longer enjoy the business
7) Business has been robust, and the owners astutely consider whether now is the time to maximize their return, and minimize their risk by selling now
8) It becomes clear that there is a viable business, but is better suited/more valuable within a larger company
9) It's time for the owners to retire (it seems that very few high tech entrepreneurs make it that far!)

These are the most common reasons that come to mind--it is certainly not a complete list. Although we are talking about companies, the decision to sell ultimately comes down to a personal decision by one or a few individuals. So the reasons that these decisions happen are as varied as the population overall.

Given this list of common rationale for considering a sale, what are the RIGHT and WRONG reasons to consider a sale--if you want to maximize your return within your particular circumstances?

WRONG REASONS TO SELL

On an impulse--you've been running your business, not even think about selling your company. An offer comes along, and you get caught up in it--without having planned for it. Or things have been going poorly, and you are at an emotional low. Acting in these circumstances is similar to married, divorced or starting a new business--don't do it without thinking it through, or planning it properly.
Fear--don't sell just because you are scared; that's probably the best way to leave money on the table. There are ups and downs to every technology business. In my experience, things usually aren't as bad as they look at a specific "down" point in time--or as good as it looks at an "up" time. It's important to look at the prospects of a business over a period of time, considering both how things have gone and the forward-looking forecast.
Sales are in decline--this is the worst time to sell. If you do this, all leverage goes to the buyer. Of course, panic sets in, as you see your valuation melting away, and human instinct is to "get what you can" before it degrades further. But first consider the situation--is it reasonable that you can turn it around and reignite growth? Is the decline all specific to your business, or is it a cyclical market, or a bad economy overall--which might turn around in some reasonable time period? Sometimes selling under these circumstances is the right thing to do, and is unavoidable. But with proper planning, you may be able to sell your company BEFORE this happens, or turn it around first.

RIGHT REASONS TO SELL

You believe you've reached the peak of valuation--this seems obvious, but it is difficult to do. Finding the right time to sell is tricky; you don't want to exit too early and leave money on the table. So the inclination, given that tech businesses are value as a multiple of revenue or EEBITDA, is to hold on until growth stalls. But if you wait until you built up your sales so much that little "natural" growth" is left in your product/market cycle, the business may not look as attractive going forward, for potential buyers. Most strategic buyers, at least, would like to see growth prospects in a potential acquisition. So it might be best to "leave a little growth on the table"; it might lead to a higher multiple from the buyer.
You haven't been enjoying running the business for a very long time--I believe strongly this is a time to get out. If you have someone else whom you feel comfortable leaving in charge, that's fine. But otherwise, either you'll run it in to the ground from burnout, or you'll walk away and let someone else destroy it, because you just don't care anymore. Passion is important in our business; when it's gone, it's usually a good time to sell.
A fundamental shift in the market or your business--This could mean many things: you have lost a number of key people, the economics of your market changes, or a major investment will be required to keep the company on a growth path. The specifics here could be quite varied; the common thread is that with the change in fundamentals, there are real clouds on the horizon. This lead you to a thoughtful belief that continuing to operate the business as a standalone entity isn't optimal.

SUMMARY

An exit, or sale of your company, is a very important "life changing event" for the owners, founders and managers of a software or hardware company. I've seen sales come together very quickly, and completely unplanned. I view unplanned company sales as the business equivalent to a quicky divorce that comes out of an emotional event, without careful consideration, or an objective study of the alternatives and consequences. It is a once in a lifetime event for many, and should be given the careful consideration that those types of events deserve. That's my view--post a comment with your own Exit tales or opinions.

Phil Morettini
PJM Consulting
http://www.pjmconsult.com/

Strategic Acquisitions for Software and Technology Companies

Acquiring new products or whole companies is a popular activity for many growth and market-share oriented companies. Is it a good idea?

Well, as I often say--it depends. I get involved in company or product acquisitions quite often in my consulting practice. There is nothing inherently good or bad about acquisitions in the technology business. However, there is nothing inherently bad about opening a restaurant, either. Nonetheless, a very high percentage of restaurants (I've seen figures as high as 90%) fail within 5 years. The failure rate for acquisitions may not be quite as high as for restaurant startups, but technology acquisitions are also judged to be failures at shockingly high rates. Caution should rule when approaching either of these very popular activities. As I'm fond of saying about success or failure in any complex business activity--the devil's in the details.

Common Motivations for Acquisition Activity

Let's examine the common reasons that acquisitions are considered in the first place:

1) It's exhilarating and "sexy" to buy another company
2) Growth for growth's sake (often pushed by investors)
3) The belief that buying a competitor is the ultimate "victory"
4) A consolidating market (often commoditizing) where there is only room for a few large players
5) Diversification
6) A great strategic fit where 1+1 truly equals 3

As you might have guessed, reasons 1-3 above aren't great justifications for such a risky activity. Number 4 can be a good justification, but often this is given as the rationale, when the actual market case doesn't truly support it. Number 5 can be a good or bad rationale, depending upon whether the business case really calls for diversification--or if focus would make more sense. Number 6 is by far the best reason to acquire a company, particularly if you aren't an industry giant, pitted in a death match with another titan of your marketplace.

So let's say you've actually thought it through, and have used sound analysis and judgment in deciding to pursue an acquisition. Congratulations for passing the first test--but there are still myriad things that can trip you up, on the way to acquisition success:

Great Ways to Fail

First acquisition done "on your own"--I strongly urge all first time acquirers, whether of the product or company variety, to seek assistance. Acquiring a company and even a product is very complex, with a lot of places to trip up. Retaining an experienced hand that has seen and gone through the mistakes before, can prevent you from the most expensive education of your life.
Bad cultural fit--In the excitement of an acquisition or a merger, people have a tendency to not look past the surface. It's much like dating an attractive potential mate, and proposing based upon infatuation, without establishing whether there is common ground in the way you live your lives. This is the business equivalent of marriage, folks. Compatibility in business philosophies and practices is crucial--and often overlooked, until after the fact, when everything is unraveling.
Poor organizational integration-- Even with an excellent evaluation of potential partners, a great many mergers fail based on the execution of integrating the organizations. That's because it is HARD. You are generally merging two organizations with disparate operating styles, as well as overlapping functions and people. Fear, uncertainty and doubt of the individuals involved can by ITSELF scuttle a potentially great fit. This area is often quoted as the reason most acquisitions fail.
Poor product integration--This is the reason a lot of acquisitions in software and high tech should be called off early in the process. It is often very difficult to rationalize how you are going to support two different code bases or technologies, aimed at the same market. The plan usually call for integrating them over time, but that often proves to be very difficult from a technical perspective. This is a real red flag when buying a direct competitor. Yet the price of the merger in high tech often assumes that the products can be integrated acceptably, without losing customers from either of the existing products. Unfortunately this is usually a very tall order
Paying too much--Price plays a big role in software and technology acquisitions. Due to high growth rates and the perceived need to move quickly in fast-growing, competitive technology markets, acquisitions are often priced in multiples of revenue. This is in contrast to the more conservative multiples of EBITDA in other less dynamic industries. Often the target isn't even profitable yet, but still commands a high price-to-revenue multiple, due to the "hot" nature of the market space, and perceived value of the acquired technology. This high price puts a severe strain on downstream execution of the merger to be "perfect", as discussed above.

So with all of the landmines out there in the acquisition arena, along with the high failure rate, is it simply nuts to consider acquisitions? Doesn't it make sense to just stay away from them? NOT NECESSARILY.

Sound Approaches to Pursuing Mergers

Buying innovation--This often happens when companies reach a certain size; they simply lose their ability to innovate. Rather than innovate internally, they do so by acquiring small companies with market-changing technologies, which may not have the resources to fully exploit in the marketplace on their own. Even though multiples here tend to be high, risk is somewhat mitigated relative to internal Research and Development that might not "pan out", and the size of the acquisition is often very modest, relative to the resources of the acquirer. This is an example of a true 1+1=3 strategic fit. This strategy has been used with great success by Cisco, Microsoft, and many other large companies with successful acquisition programs.
Buying companies or products that truly fill a hole in your offering--While some companies tend to overuse this as justification, acquisition of a reasonably priced company or product at just the right time, can mean the difference between continued growth or inevitable stagnation.
Buying undervalued assets--This is harder to do in high tech than in other industries; high tech companies have a habit of overvaluing their businesses and technologies. But an executive team with a key eye for a bargain can often pick up a diamond in the rough, for example a division that has suffered because it isn't a good fit with the parent company's core business
Truly appropriate diversification--Sometime you run out of steam in your current market, and the amount of cash flow generated by your current business dictates that an investment in another growth area may be prudent. The key here is to pick a market segment adjacent to the existing business, or at least a business that the management team can easily adjust too. However, management teams often are over-confident and deceive themselves, and end up investing in an area where they really don't belong.


I could go on and talk more about acquisitions for a very long time. But instead of putting you all to sleep, let's begin a dialogue on this topic. Inform us of your own Merger and Acquisition stories, best practices, and cautionary tales.

Phil Morettini
PJM Consulting
http://www.pjmconsult.com/