What Google, Facebook and others look for in M&A deals |
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Venture capitalist Brad Feld, left, moderates the corporate development panel at the WTIA TechNW event. Others from left to right: Cisco's Rob Adams; Google's Amin Zoufonoun; Amazon.com's Peter Cohen; MIcrosoft's Marc Brown; and Facebook's Mike Brown.
What does it take to sell your company to Google, Microsoft, Facebook, Amazon.com or Cisco? Entrepreneurs and investors got a first-hand account today as corporate development officers from those five tech titans discussed the ins-and-outs of what they look for (and what to avoid) when it comes to mergers and acquisitions.
Here's a simple lesson: Don't send a personal email to Steve Ballmer touting your company's prospects. And if you do reach the right person at Microsoft or Google or Cisco make sure that you can summarize what you do in a simple sentence.
Venture capitalist Brad Feld, who moderated the panel at the WTIA TechNW forum, started today's discussion by asking the panelists what the most idiotic thing an entrepreneur can do in their first interactions with corporate development officers. Besides sending an email to Ballmer, panelists offered some interesting insights.
"Brag," was the one word response from Cisco corporate development head Rob Adams. He later added that "overselling" a startup is never a good thing.
The bragging doesn't bother Marc Brown, managing director of corporate development at Microsoft, as much as the flat-out lying.
"There's a fine line between overselling and lying," Brown said. "It is critically important to help me do my job, and in order to not waste your time, don't lie. It seems pretty straightforward and obvious. But a lot of people lose sight of that. There is a mystique, perhaps, of being acquired by one of these companies and there's definitely an 'exit fever' that can take hold of people. But, when I ask if you have open source software in your product, don't say no, because you do."
Brad Feld, left, chats with Cisco's Rob Adams and Google's Amin Zoufonoun
Feld interpreted all of the comments by saying that an entrepreneur shouldn't be "an arrogant, disingenuous shmuck who lies."
On the flip side of that, Feld asked each panelist for the best thing that an entrepreneur can do who is looking to enter into discussions with a corporate buyer.
Amazon.com's Peter Cohen said they respect the entrepreneurs who are both "very broad and very deep" instead of a CEO who hands off many tasks in the business to underlings. It helps "build confidence" if the leader of the company can offer credible answers to all of the questions being asked, Cohen said.
Of course, not every M&A deal works out. And Cisco's Adams said that they have learned a lot through those acquisitions which didn't go as planned.
Amin Zoufonoun, director of corporate development at Google, which has been on an absolute M&A binge this year, said that acquisitions are about so much more than getting a good price. In some regards, he said it is kind of like entering into a marriage. "We want to make sure we get that right fit," said Zoufonoun, adding that the "worst thing that could happen is that we get the reputation that we do bad deals or we mislead people."
Microsoft's Brown said that you never really know in advance why a deal won't work out, whether a poor management or product fit. "Things change. That's the guarantee," he said. "You can only help the process, but you can't guarantee it. When you are looking at potentially buying a company, in the end, it is about getting lucky that things turn out successfully."
Facebook's Mike Brown noted how it can be extremely challenging to manage angel investors and venture capitalists -- the "non-productive members of the ecosystem" -- during a M&A negotiation.
"There is a natural tension that exists as we do acquisitions between Facebook, the entrepreneurs and the outside shareholders," said Brown. "Because ultimately, if we are willing to ascribe a pool of value to getting these people to come join us and take on leadership roles, we want most that pool of value to go to the people who are going to join the company... Otherwise they are not going to be incentivized to join, or they are going to stay for six months and quit, and it is going to be disaster and everyone will lose except maybe the outside investors who will earn some money. So, managing that trifecta of Facebook, the entrepreneurs and outside stakeholders can be very complicated."
In order to avoid those issues, Facebook's Brown said they try to let the entrepreneur take the lead in terms of explaining the deal to outside shareholders. "It doesn't always work perfectly. Life is not simple," he added.
He also instructed entrepreneurs to "know their alternatives" when involved in a bidding war or complex negotiation. That puts the leverage in the hands of the seller. "Buying and selling companies to me isn't so different from buying and selling a bicycle or sports tickets on Craigslist. It is like negotiation 101," he said.
Together, Amazon.com, Google, Cisco, Microsoft and Facebook have acquired more than 80 technology companies worth tens of billions of dollars in the past year. And the corporate development heads offered an interesting look inside how they each see the M&A market.
You can tell a lot about companies based on their acquisition strategy, and I was intrigued by what the Google and Amazon.com exes had to say. Google's Zoufonoun noted that the search giant has done more deals in the past 12 months.
"I think the pace is going to continue -- maybe not as high -- but fairly high because what is happening is outside of our core of search and advertising ... with Facebook, Twitter, gaming, social gaming, mobile, cloud computing, things are evolving so rapidly, that for us to be able innovate outside of our core DNA as rapidly as entrepreneurs in this audience is probably a losing battle. So, we will probably continue to acquire," he said.
That philosophy came just after the perspective of Cohen, who leads corporate development for Amazon Web Services. He said that the cloud computing arena remains a relatively new category, and because of that they are approaching acquisitions with a more "opportunistic" lens.
"Amazon has a bias toward building things ourselves, so we need to see a lot of value in the thing we are going to potentially acquire," Cohen said.
That led to a brilliant -- and hilarious -- analysis of each company's strategy by Brad Feld. Here's the VCs take on each company:
Cisco: "We have always bought lots of companies. We will continue to buy lots of companies. Nothing will change. We care about buying companies that we can do something meaningful with through our distribution channel."
Google: "We have historically bought lots of stuff, small and large. There's no master plan. Random things happen. We like random things happening. And we'll continue to look for the smartest people and things that add to our business."
Amazon: "We like to build our own stuff. The bar is really high. It has to be something that is really transformative for us. And then the bar is really high."
Microsoft: "We sold more assets last year than we bought on a dollar basis. But we still buy plenty of things, at least one thing a month. Don't send Steve Ballmer email."
Facebook: "We are young, but big. We buy lots of companies, mostly for talent because we can't find enough talent fast enough. If you have talent, call me."
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