Acquiring new products or whole companies is a popular activity for many growth and market-share oriented companies. Financial or strategic acquisitions – are they good ideas?
As I say probably all too often–it depends. I get involved in company or product acquisitions frequently in my consulting practice and have made and integrated acquisitions myself from within software businesses . 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 tech acquisitions may not be quite as high as for restaurant startups, but financial and strategic acquisitions in the software/hardware businesses are also judged to be failures at shockingly high rates. Caution should rule when approaching either of these very popular activities. As I’m also 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 (real) reasons that acquisitions are considered in the first place:
- It’s exhilarating and “sexy” to buy another company
- Growth for growth’s sake (often under pressure by investors)
- The belief that buying a competitor is the ultimate “victory”
- A consolidating market (often also commoditizing) with room for a only few large players
- Diversification
- Truly great strategic acquisitions with great 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 assume you’ve actually thought it through and have used sound analysis and judgment in deciding to pursue a strategic 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 ways to trip up. Retaining an experienced hand that has seen and gone through the mistakes before can prevent the most expensive education of your life.
Bad cultural fit–In the excitement of a tech 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 many acquisitions fail.
Poor product integration–This is the reason a lot of supposedly strategic acquisitions in software 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 mergers 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 and is often scrapped, with one code base being obsoleted. Your competitors will salivate at the prospect of picking off customers from the code base that “loses”.
Paying too much–Price plays a major role in software acquisitions. Due to high growth rates and the perceived need to move quickly in fast-growing, competitive software markets, acquisitions are often priced in multiples of revenue. This is in contrast to the more conservative multiples of EBITDA used 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 severe pressure 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 ever consider financial or strategic 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 they often don’t 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 also might not “pan out”. In addition, the size of the acquisition is often very modest relative to the resources of the acquirer. This can lead to the example of a true 1+1=3 strategic fit. This approach to truly strategic acquisitions 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 keen eye for a bargain can sometimes 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 runway 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, deceive themselves and end up investing in an area where they really don’t belong.
I could write a lot more about acquisitions. But instead of putting everyone to sleep, let’s begin a dialogue on this topic. Inform us all with your own M&A stories, what constitutes TRULY strategic acquisitions best practices, and cautionary tales by posting a comment below.
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Phil,
Having advocated, sponsored, initiated, managed, and advised on acquisitions, I agree with much of what you have said. I find the brightest, ablest executives romance themselves into beleiving facile logic for an aquisition, not doing enough due diligence( on matters other than legal and financial….) on other matters that often would negate whatever advantage appears to movitate the decision, and then poorly execute the whole process.
Another point is that sometimes internal leadership’s viewpoint is compromised by their position, perspective and experience….often the value of an outsider is well worth the comparative value compared to selecting the “best” internal exec( who probably has a full time job himself)….
Even a poorly chosen deal, can turn out to add value, if well executed….although perhaps less value, or other undiscovered or unrealized values, than anticipated and projected in the orginal plans.
I also find that time is an important enemy,….a good idea, properly researched and executed rapidly, can avoid some problems of a leisurely executed deal……
However, particularly in this weak economy, consolidation of weak may create more strength, especially if leadership egos can be managed….
Interesting and important topic…and one where external perspective can be essential to analysis and execution.
Most of this rings true for me, having played a major part in a number of technology acquisitions.
The biggest key to success that i have abserved is that an integration plan has to be in place from day one and has to be followed with discipline to justify the rationale for the acquisition in the first place. Do not get distracted and make sure your executive team have the bandwidth to deliver.
If there is any lack of clarity, planning or implementation then 1+1 can equal 1.5, which we all know is the wrong answer.
Steve, thanks for the addition to the conversations. Your points are so true.