Saturday, August 21, 2010

WSJ: The End of Management: Corporate bureaucracy is becoming obsolete. Why managers should act like venture capitalists.

Normally, I write about deals and new business development but there is a fundamental shift going on in our workplace today. Markets are fiercely more competitive. Velocity of change is accelerating. Many corporate icons are failing or falling behind. An ambitious executive in today's world needs to first understand the implications of a fundamentally new management approach essential to succeed in this hyper competitive world, then apply his/her such insights and talent to new partnerships and deal making. It is a brand new world out there.  Many corporate icons such as Xerox and Kodak, while they saw the upcoming market discontinuities, they opted to invest in what they have as opposed to what they should be a lot more a lot sooner. For example, it took Xerox a new CEO to transform the company with a big bet - $7 billion acquisition of ACS. Kodak could not pull it together so far....There are many more examples.

The End of Management: Corporate bureaucracy is becoming obsolete. Why managers should act like venture capitalists. By ALAN MURRAY

Corporations, whose leaders portray themselves as champions of the free market, were in fact created to circumvent that market. They were an answer to the challenge of organizing thousands of people in different places and with different skills to perform large and complex tasks, like building automobiles or providing nationwide telephone service.



In the relatively simple world of 1776, when Adam Smith wrote his classic "Wealth of Nations," the enlightened self-interest of individuals contracting separately with each other was sufficient to ensure economic progress. But 100 years later, the industrial revolution made Mr. Smith's vision seem quaint. A new means of organizing people and allocating resources for more complicated tasks was needed. Hence, the managed corporation—an answer to the central problem of the industrial age.



WSJ Deputy Managing Editor Alan Murray discusses some of the lessons new managers can learn from his new book, "The Wall Street Journal Essential Guide to Management."

.For the next 100 years, the corporation served its purpose well. From Henry Ford to Harold Geneen, the great corporate managers of the 20th century fed the rise of a vast global middle class, providing both the financial means and the goods and services to bring luxury to the masses.

In recent years, however, most of the greatest management stories have been not triumphs of the corporation, but triumphs over the corporation. General Electric's Jack Welch may have been the last of the great corporate builders. But even Mr. Welch was famous for waging war on bureaucracy. Other management icons of recent decades earned their reputations by attacking entrenched corporate cultures, bypassing corporate hierarchies, undermining corporate structures, and otherwise using the tactics of revolution in a desperate effort to make the elephants dance. The best corporate managers have become, in a sense, enemies of the corporation.

The reasons for this are clear enough. Corporations are bureaucracies and managers are bureaucrats. Their fundamental tendency is toward self-perpetuation. They are, almost by definition, resistant to change. They were designed and tasked, not with reinforcing market forces, but with supplanting and even resisting the market.

Yet in today's world, gale-like market forces—rapid globalization, accelerating innovation, relentless competition—have intensified what economist Joseph Schumpeter called the forces of "creative destruction." Decades-old institutions like Lehman Brothers and Bear Stearns now can disappear overnight, while new ones like Google and Twitter can spring up from nowhere. A popular video circulating the Internet captures the geometric nature of these trends, noting that it took radio 38 years and television 13 years to reach audiences of 50 million people, while it took the Internet only four years, the iPod three years and Facebook two years to do the same. It's no surprise that fewer than 100 of the companies in the S&P 500 stock index were around when that index started in 1957.

Even the best-managed companies aren't protected from this destructive clash between whirlwind change and corporate inertia. When I asked members of The Wall Street Journal's CEO Council, a group of chief executives who meet each year to deliberate on issues of public interest, to name the most influential business book they had read, many cited Clayton Christensen's "The Innovator's Dilemma." That book documents how market-leading companies have missed game-changing transformations in industry after industry—computers (mainframes to PCs), telephony (landline to mobile), photography (film to digital), stock markets (floor to online)—not because of "bad" management, but because they followed the dictates of "good" management. They listened closely to their customers. They carefully studied market trends. They allocated capital to the innovations that promised the largest returns. And in the process, they missed disruptive innovations that opened up new customers and markets for lower-margin, blockbuster products.

The weakness of managed corporations in dealing with accelerating change is only half the double-flanked attack on traditional notions of corporate management. The other half comes from the erosion of the fundamental justification for corporations in the first place.

British economist Ronald Coase laid out the basic logic of the managed corporation in his 1937 work, "The Nature of the Firm." He argued corporations were necessary because of what he called "transaction costs." It was simply too complicated and too costly to search for and find the right worker at the right moment for any given task, or to search for supplies, or to renegotiate prices, police performance and protect trade secrets in an open marketplace. The corporation might not be as good at allocating labor and capital as the marketplace; it made up for those weaknesses by reducing transaction costs.

Mr. Coase received his Nobel Prize in 1991—the very dawn of the Internet age. Since then, the ability of human beings on different continents and with vastly different skills and interests to work together and coordinate complex tasks has taken quantum leaps. Complicated enterprises, like maintaining Wikipedia or building a Linux operating system, now can be accomplished with little or no corporate management structure at all.
That's led some utopians, like Don Tapscott and Anthony Williams, authors of the book "Wikinomics," to predict the rise of "mass collaboration" as the new form of economic organization. They believe corporate hierarchies will disappear, as individuals are empowered to work together in creating "a new era, perhaps even a golden one, on par with the Italian renaissance or the rise of Athenian democracy."

That's heady stuff, and almost certainly exaggerated. Even the most starry-eyed techno-enthusiasts have a hard time imagining, say, a Boeing 787 built by "mass collaboration." Still, the trends here are big and undeniable. Change is rapidly accelerating. Transaction costs are rapidly diminishing. And as a result, everything we learned in the last century about managing large corporations is in need of a serious rethink. We have both a need and an opportunity to devise a new form of economic organization, and a new science of management, that can deal with the breakneck realities of 21st century change.

The strategy consultant Gary Hamel is a leading advocate for rethinking management. He's building a new, online management "laboratory" where leading management practitioners and thinkers can work together—a form of mass collaboration—on innovative ideas for handling modern management challenges.

What will the replacement for the corporation look like? Even Mr. Hamel doesn't have an answer for that one. "The thing that limits us," he admits, "is that we are extraordinarily familiar with the old model, but the new model, we haven't even seen yet."

This much, though, is clear: The new model will have to be more like the marketplace, and less like corporations of the past. It will need to be flexible, agile, able to quickly adjust to market developments, and ruthless in reallocating resources to new opportunities.

Resource allocation will be one of the biggest challenges. The beauty of markets is that, over time, they tend to ensure that both people and money end up employed in the highest-value enterprises. In corporations, decisions about allocating resources are made by people with a vested interest in the status quo. "The single biggest reason companies fail," says Mr. Hamel, "is that they overinvest in what is, as opposed to what might be."

This is the core of the innovator's dilemma. The big companies Mr. Christensen studied failed, not necessarily because they didn't see the coming innovations, but because they failed to adequately invest in those innovations. To avoid this problem, the people who control large pools of capital need to act more like venture capitalists, and less like corporate finance departments. They need to make lots of bets, not just a few big ones, and they need to be willing to cut their losses.

The resource allocation problem is one Google has tried to address with its "20%" policy. All engineers are allowed to spend 20% of their time working on Google-related projects other than those assigned to them. The company says this system has helped it develop innovative products, such as Google News. Because engineers don't have to compete for funds, the Google approach doesn't have the discipline of a true marketplace, and it hasn't yet proven itself as a way to generate incremental profits. But it does allow new ideas to get some attention.



Alfred P. Sloan of General Motors

.In addition to resource allocation, there's the even bigger challenge of creating structures that motivate and inspire workers. There's plenty of evidence that most workers in today's complex organizations are simply not engaged in their work. Many are like Jim Halpert from "The Office," who in season one of the popular TV show declared: "This is just a job.…If this were my career, I'd have to throw myself in front of a train."

The new model will have to instill in workers the kind of drive and creativity and innovative spirit more commonly found among entrepreneurs. It will have to push power and decision-making down the organization as much as possible, rather than leave it concentrated at the top. Traditional bureaucratic structures will have to be replaced with something more like ad-hoc teams of peers, who come together to tackle individual projects, and then disband. SAS Institute Inc., the privately held software company in North Carolina that invests heavily in both research and development and in generous employee benefits, ranging from free on-site health care and elder care support to massages, is often cited as one company that could be paving the way. The company has nurtured a reputation as both a source of innovative products and a great place to work.

Information gathering also needs to be broader and more inclusive. Former Procter & Gamble CEO A.G. Lafley's demand that the company cull product ideas from outside the company, rather than developing them all from within, was a step in this direction. (It even has a website for submitting ideas.) The new model will have to go further. New mechanisms will have to be created for harnessing the "wisdom of crowds." Feedback loops will need to be built that allow products and services to constantly evolve in response to new information. Change, innovation, adaptability, all have to become orders of the day.

Can the 20th-century corporation evolve into this new, 21st-century organization? It won't be easy. The "innovator's dilemma" applies to management, as well as technology. But the time has come to find out. The old methods won't last much longer.

—Adapted from "The Wall Street Journal Essential Guide to Management" by Alan Murray. Copyright 2010 by Dow Jones & Co. Published by Harper Business, an imprint of HarperCollins Publishers.

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Friday, August 20, 2010

Financial Times: Turkey moves towards investment grade status

Istanbul’s ISE100 equity index has hit record highs. Yields on sovereign debt are close to historic lows. The currency is more stable than it has ever been – and strong enough to squeeze exporters. All this is the result of a new reputation for stability that Turkey has established in the past two years: its solid banking system, robust public finances and strong growth prospects led David Cameron, UK prime minister, to assert on a recent trip he paid to Ankara that “Turkey is Europe’s BRIC”.

Policymakers aim to bring inflation down from a forecast 7.5 per cent at the end of 2010 to a medium-term target of 5 per cent, and to keep interest rates in single digits for a prolonged period. Rating agencies have signalled that if a new fiscal rule is enacted and implemented, and if political uncertainties ease, the country could finally make the leap to investment grade.

“Turkey is emerging as a safer bet,” says Timothy Ash, an analyst at the Royal Bank of Scotland.

Ample liquidity and low borrowing costs have favoured an equity market heavily weighted towards financial stocks: Turkey’s MSCI index outperformed the MSCI emerging markets index by 10 per cent in 2009 and about 13 per cent in the first 7 months of 2010. Foreign investors own around two-thirds of stocks on Istanbul’s exchange.

By contrast, the bond rally that began more than a year ago was driven largely by local investors. Turkish banks were a captive market for government debt in a recession period when there was little appetite for corporate lending. Only in the past few months has foreign interest strengthened, with a net inflow of about $6bn-$7bn into lira-denominated sovereign debt since the start of the year.

US contract approval set to spur derivatives trade

TurkDex, Turkey’s derivatives exchange, yesterday said that it expected a boost in trading volumes after US regulators allowed its main futures contract to be made available to US traders and after Ankara exempted local banks and brokers from a 5 per cent tax on derivatives transactions, writes Jeremy Grant.

The Commodity Futures Trading Commission said it would allow ISE-30 stock index futures to be sold directly into the US. Previously US traders, except for a few hedge funds, were prohibited from trading Turkish derivatives.

The CFTC’s action follows similar decisions in recent years allowing the Brazilian, Mexican and Taiwanese futures exchanges to sell their key products directly to US-based traders.

Çetin Ali Dönmez, TurkDex chief executive, said exemption from a “banking and insurance transaction tax,” effective August 1, removed “a major impediment to liquidity of Turkdex futures contracts, currency futures in particular”.

Analysts say foreign investors’ relatively light positioning in the government bond market – just over 10 per cent, considerably less than in some eastern European countries – is a strength, making Turkey less vulnerable to a sudden sell-off.

Yet it also reflects a perception among investors that, with interest rates already at a historic low, there may be little scope in the short-term for bond prices to improve.

Real yields (taking inflation into account) are close to zero on lira-denominated debt and are therefore “not that attractive”, notes Tim Haaf, of Pimco Europe in Munich.

Kay Haigh, at Deutsche Bank, says “the risk premium on [lira-denominated] T-bills is very small these days ... it will be very difficult for the marginal investor to convince themselves they should be buying T-bills”.

“With yields where they are, negatives are not priced in. You can’t argue there’s a lot of bad news in the market,” adds another portfolio manager.

Most analysts think the risks this year are moderate but say Turkey’s reliance on foreign capital to finance growth – and its perennially turbulent politics – could become issues for investors early in 2011.

With a recovery driven by domestic demand, Turkey’s current account deficit is widening. Up to 2008, this was funded largely by foreign direct investment and companies’ external borrowing: now short-term portfolio inflows are more important.

“People wonder about the sustainability of financing,” says Christian Keller, an economist at Barclays Capital who recommends long bond positions at present.

By the start of 2011, investors will also be increasingly focused on elections, due to take place by next summer, which will be the first big test of the government’s commitment to fiscal discipline since it dispensed with International Monetary Fund oversight.

The ruling AK party’s ability to form a single-party government has been important to investment since it came to power in the aftermath of Turkey’s 2001 economic crisis. Now polls, although constantly shifting, suggest at least a possibility that the next government will be a coalition.

Given the prospect of a close vote, investors are also watching for signs of a pre-election spending spree that could complicate monetary policy – consistently dovish in recent months – just as the central bank governor’s term comes to an end.

“I am now a little more concerned about the fiscal outlook, the inflation outlook. The central bank still doesn’t have full inflation fighting credentials ... and the political headwinds are becoming more intense,” Mr Haaf says.

A decision to delay legislation enacting the fiscal rule raised eyebrows last month, as there is now no guarantee it will be in place for the pre-election budget.

The government should hit its fiscal targets this year with room to spare, but it appears unlikely to follow the IMF’s recommendation that it save all unbudgeted revenue to “help contain current account and inflation pressures, limit private sector crowding out, and reinforce the authorities’ fiscal discipline credentials”.

So far these worries are only small clouds on a predominantly sunny economic outlook. But as Mr Ash comments, “the big step will be to take Turkey to full investment grade – and this move will probably prove to be a more formidable hurdle.


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Thursday, August 19, 2010

Intel To Buy McAfee for $7.7 billion to Expand Online Security Services

Intel Corporation has entered into a definitive agreement to acquire McAfee, Inc., through the purchase of all of the company's common stock at $48 per share in cash, for approximately $7.68 billion. McAfee will operate as a wholly-owned subsidiary, reporting into Intel's Software and Services Group. The transaction price represents a 60% premium to McAfee’s August 18 closing price of $29.93 per share, and reflects a multiple of about 3.2X revenues.

On a GAAP basis, Intel expects the combination to be slightly dilutive to earnings in the first year of operations and approximately flat in the second year. On a non-GAAP basis, excluding a one-time write down of deferred revenue when the transaction closes and amortization of acquired intangibles, Intel expects the combination to be slightly accretive in the first year and improve beyond that.

McAfee may be a small buy next to Intel’s $109 billion market capitalisation, but it is the group’s largest-ever acquisition and profits at the software company must more than double for Intel to make an economic return on its investment.

The acquisition enables a combination of security software and hardware from one company to ultimately better protect consumers, corporations and governments as billions of devices - and the server and cloud networks that manage them - go online. Intel elevates focus on security on par with energy-efficient performance and connectivity. The acquisition augments Intel's mobile wireless strategy, helping to better assure customer and consumer security concerns as these billions of devices connect.

Intel’s rationale behind the transaction as twofold. In the core computing market it extends Intel’s ability to offer security functionality as part of its platform strategy – providing the CPU, chipset/graphics, etc. and now security to customers. In the emerging embedded/ultra mobile space it allows Intel to control more of the hardware/software ecosystem, similar to other leading technology companies, by offering customers the
Atom CPU/chipset, the OS from Wind River and now new security features.

We believe the McAfee acquisition should drive interest back into other software acquisitions targets in addition to many software deals you have been reading on The Akbas Post. For security software specifically, the Intel-McAfee deal does not necessarily spark renewed interest in the group. Intel is not
immediately competitive with others building out data center footprints, like HP, IBM, Oracle. Hence, we’d expect these companies to prefer a partnership route with larger vendors such as Symantec, rather than an acquisition. If they were to become more interested in security, Check Point Software would have to be on the list. However we’d expect the Intel move is more focused on system security, where Check Point Software does not have a strong position.
 
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Wednesday, August 18, 2010

Late to the Enterprise Services Market, Dell Agrees to Buy 3PAR at an Extremely High Premium; Could A Competitor Counter-Bid?

On August 16th, Dell announced it signed an agreement to acquire 3PAR, a provider of highly-virtualized storage solutions, in a transaction valued at $1.15bn. The offer was an 86% premium to Friday’s market close. Under the terms of the agreement, Dell will commence a tender offer to acquire all of the outstanding common stock of 3PAR for $18 per share in cash. The acquisition is expected to close by the end of the calendar year and retention agreements are in place for 3PAR management. The company has revenues of $200 million (only 20% of sales outside the US) with gross margins of about 65% and operating margins in its latest quarter of 2.4%.



The 3PAR acquisition marks the largest storage acquisition for Dell since the company bought EqualLogic for $1.4 billion (closed January 2008); other recent storage acquisitions include Ocarina Networks, Scalent, KACE, Exanet, and The Networked Storage Company. The acquisition will extend the Round Rock, Texas-based computer manufacturer’s storage offering. Dell was late to expand into enterprise services and has been buying companies to build out Dell Services. They recently bought Perot Systems following HP’s purchasing of EDS.

As highlighted at its recent Analyst Day in late June, Dell continues to focus on enterprise segments for future growth and margin expansion, via organic and inorganic means so the 3PAR move is not a big surprise. Even after the 3PAR deal is done, Dell might be looking to make at least one larger acquisition in software and a few smaller ones given its need to stimulate revenue growth and fill large gaps in the enterprise quickly.

With the 3PAR acquisition, Dell services meaningfully broadens its storage portfolio and provides an entry into the high-end SAN market with a Dell-owned product offering (vs. reselling EMC Symmetrix), fits well with Dells focus on scalable cloud-based solutions, and should drive revenue synergies from driving 3PAR product (and associated services attach) through Dells channel and customer relationships. According to outsourcing advisory TPI, companies are actively exploring cloud-based solutions and are ready to talk to cloud service providers. Of the 27 cloud solution areas clients TPI was testing, they were most interested in storage services as one of top 3 categories.

We expect this transaction to strain DELL’s reseller relationship with EMC. While the direct impact to EMC is likely small in the near-term (2-3% of EMC revenue), Dell is clearly executing a strategy to build-out a complete storage product family and reduce its dependence on EMC over time. The 3PAR product line directly competes with EMC’s Symmetrix product family, and gives Dell a strong technology in the high-end storage market.

Dell is paying roughly 6x sales, which is well above the current average of 2-3x for storage companies, suggesting the process was competitive. While we admit that the deal looks expensive, the price tag will ultimately be judged by how successful they are in generating revenue synergies following integration.

Despite a hefty premium Dell had to pay, we would not rule out a rival offer considering the bidding war over Data Domain just over a year ago. Data Domain entered an agreement to be acquired by NetApp only to be topped by storage giant EMC. In my opinion, a rival bid is always a possibility in any deal until it is closed. However, since Dell paid a rich price and it would be very difficult for a rival top the $1.15 billion offer. Other logical buyers include Hewlett-Packard, Oracle and NetApp. Since HP has just let go of its top dealmaker CEO, they may not participate. There is a clear strategic rationale behind each “white knight” while EMC too may decide to counter-bid.


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Is Electronics For Imaging (NASDAQ:EFII) A Buyout Target?

Electronics For Imaging (NASDAQ:EFII), a Foster City, California based company that makes printing software and hardware, has received interest from financial sponsors but is focused on executing on its strategic plans in the hope this will increase its market value according to company management. The company appears to be struggling with driving sustainable growth partly due to having been stuck in the printing industry that was hit hard by economic recession.



The company has $490 million market capitalization and $200 million in cash. It is speculated that the board is currently reviewing its strategic options to boost enterprise value including buyouts by management or private equity. It is believed the board may be interested in a buyout proposal exceeding $600 million. EFI reported $ 400 million in revenue and a $2 million net loss in 2009.

EFI’s largest customer was my old employer Xerox in the digital color production business. In the past five years, EFI has diversified away from the Fiery printer controller business, which now makes up just 45% of revenue. The company moved into inkjet printing, where it targets the enterprise market for such applications as wide-format printing, packaging and low-end banner printing.

While these markets have lower margins than the traditional Fiery printer controller business, the market is underpenetrated and the growth prospects look promising. Inkjet now makes up 43% of the company’s revenues.

What makes EFI an attractive buyout target is the Fiery unit that is a “cash cow” business with high margins, slow mid-single digit growth and provides the capital for investment in the inkjet business. The inkjet business is expected to grow about 15% annually. EFI also generates 12% of its revenue from the ERP business for commercial printer dating back to the PrintCafe acquisition.

One of the ways EFI could deploy cash smartly is through small complementary technology acquisitions. The company will continue to focus on software as a service (SaaS) and on-premise software targets to add functionality for its printing business customer. According to the management, they plan to make one to three small accretive acquisitions per year.

Spreadsheet and analytics software could both be complementary to its ERP software products. EFI will also continue to seek buys in Western Europe where it estimates it only has about 15% market share. In the US its market share is upwards of 60%. EFI acquired UK-based enterprise resource management software company Radius Solutions in April.

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NetSuite To Purse Acquisitions in Analytics and Healthcare

NetSuite (NYSE: N), a San Mateo, California-based business management software company, could use acquisitions to expand its vertical offerings according to the CEO Zachary Nelson.

Asked by an analyst about uses for the company's USD 98.2 million in cash, Nelson replied by stating, "We look around in the marketplace around verticals." He added that the software as a service (SaaS) company is "pretty judicious" with its cash. Netsuite appears to be very well-positiond in th ERP sector ready to capitalize on gold rush to cloud computing.

Netsuite's focus is to extend its applications with vertical functionality and would be interested in targets that add a complementary solution or help it move up in the market. The company's professional services application was created through the acquisition of OpenAir for USD 26 million in 2008 and QuickArrow for USD 20 million in 2009.

Many anlysts think NetSuite could make acquisitions around analytics. There are number of analytics companies in the market bu Cloud9 Analytics is probably as good a candidate as anybody for NetSuite to acquire since it could help gain access to new verticals due to its focus on financial services, retail, pharmaceuticals and manufacturing. NetSuite could move into healthcare by developing a physician practice management application that help doctors interact with their patients to provide a more comprehensive, better managed care environment.

NetSuite could target government, manufacturing, healthcare, social media monitoring and analytics, employee rewards and recognition, and non-profits. According to the CEO Nelson, the company's main competitors are Microsoft and SAP it rarely sees competition from Oracle. NetSuite is a potential target for acquisition by Oracle as well as by SAP. According to SEC filings, Larry Ellison, CEO of Oracle, owns 50.5% of NetSuite through NetSuite Restricted Holdings and his children own a further 9% of the company.

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Monday, August 16, 2010

IBM to Acquire Enterprise Marketing Management Leader Unica for $480M. Who Could Be The Next Target?

IBM (NYSE:IBM) and Unica Corporation (NASDAQ:UNCA) last Friday announced they have entered into a definitive agreement for IBM to acquire Unica in a cash transaction at a price of $21 per share, or at a net price of approximately $480 million, after adjusting for cash. A publicly held company in Waltham, Mass., Unica will expand IBM's ability to help organizations analyze and predict customer preferences and develop more targeted marketing campaigns. This is an industry categorized as Enterprise Marketing Management (EMM) where Unica was one of the largest pure plays. EMM includes the business strategies, workflow process automation and technologies required to effectively operate a marketing division, optimize resources, execute demand generation and drive enhanced marketing performance.

With the soft economy, few companies are considering EMM as a platform for the entire marketing function, because it can be difficult to prove return-on-investment (ROI) immediately except for campaign management and lead management that are quicker to implement.

The acquisition, which is subject to Unica shareholder approval, applicable regulatory clearances and other customary closing conditions, is expected to close in the fourth quarter of 2010. Following IBM's last weaker earnings release, we published a post signaling about IBM's strategic push toward more software acquisitions on July 22 (IBM to Buy More Software Firms. Can IBM Compete with Oracle?). So this came as no surprise to us and is only the beginning in our view.

IBM has successfully transformed the revenue mix: services and software now accounts for 80% of revenues and 90% of profitability. Their increasing focus on software acqusitions should help fuel profitable growth provided they go for substantially larger deals competing with Oracle.

According to IBM, today's leading organizations place a high value on a consistent and relevant customer experience. They must continuously focus on enhancing their brand by responding quickly to marketplace changes and differentiating themselves through more targeted, personalized marketing campaigns. In order to achieve this, marketing professionals are increasingly investing in technology to automate and manage marketing planning and execution to help them better analyze customer preferences and trends and in turn, predict buying needs and drive relevant campaigns.

To meet this demand, IBM is assembling transformational capabilities to help clients create this consistent and relevant cross-channel brand experience to promote customer loyalty and satisfaction. With sophisticated analytics and marketing process improvement, the combination of IBM and Unica will help clients streamline and integrate key processes including relationship marketing, online marketing and marketing operations.

Building on this extensive industry expertise, Unica has more than 1,500 global customers across a wide range of industries including financial services, insurance, retail telecommunications, travel and hospitality. Customers include Best Buy, eBay, ING, Monster, Starwood and US Cellular.

This acquisition expands IBM's growing portfolio of industry software solutions designed to help companies automate, manage, and accelerate core business processes across marketing, demand generation, sales, order processing and fulfillment. This acquisition along with IBM's recent acquisitions of Sterling Commerce and Coremetrics will enhance IBM's ability to support customers increasing demands in this growing market.

"IBM understands the demands on today's organizations to transform core business processes in functions such as marketing with intelligence and automation," said Craig Hayman, general manager, IBM Industry Solutions. "Unica was a clear choice for IBM based on its power to automate a broad set of marketing capabilities and its established reputation for delivering customer success in marketing to organizations around the world."

"Unica's focus is to help our customers deliver marketing messages so relevant that they are perceived as a service to our clients' customers," said Yuchun Lee, CEO, Unica Corp. "Together with IBM, we will bring our leading enterprise marketing management solutions to a wider set of customers worldwide and with a much broader, more comprehensive portfolio."

Unica's 500 employees will be integrated into IBM's Software Solutions Group, which includes a range of industry-focused offerings. Unica software will complement the capabilities of IBM's Business Analytics and Optimization Consulting organization - a team of 5,000 consultants and a network of analytics solution centers, backed by an overall investment of more than $11 billion in acquisitions in the last five years.

Overall, Unica is a good acquisition given its organic and inorganic growth track, technical platform quality, ability to sell it outright or as software-as-a-services (SaaS). Some of the shortfalls would be addressed by IBM which brings to the merger a vast global reseller and systems integrator partner channel and robust software sales and marketing management capability.

Following this acquisition, there are a few firms that would make attractive target as well as a much needed counter-move for SAP and of course Oracle.

We will be publishing a separate post on this topic.

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Wednesday, August 11, 2010

Mobius: Turkey’s compelling story

Here's a new blog post by Mark Mobius of Templeton Emerging Markets Group. He is a brilliant investor for whom I have a great deal of respect. I had the pleasure of having met him in Istanbul at a private gathering. He follows his gut feel first and asks some brilliant questions. Having been a dealmaker in Europe and the Middle East, I wholeheartedly agree with Mark that you can not afford not investing and dealmaking in Turkey these days...and this is only the beginning.

Mobius: Turkey’s compelling story By Mark Mobius of Templeton Emerging Markets Group:




Why is Turkey so compelling an investment destination right now? Today Turkey’s macro fundamentals remain strong and there is a marked decoupling from Eastern European peers who now have serious debt sustainability and banking sector issues.

As a result of comprehensive structure reforms in 2001, Turkey now benefits from a domestic consumption-driven economy, sound fiscal outlook (low government and private debt), solid banking system, secular disinflation trend and favourable demographics.

The picture was not so positive just two decades ago; Turkey was faced with many challenges in the 1990s. Despite periods of high growth, in some years during that decade, rising macroeconomic imbalances hampered growth, resulting in recessions. The overall picture was one of large budget deficits, political instability, high inflation and interest rates. These variables characterized an unsustainable macroeconomic framework and financial crisis.

The turning point was after 2001 when the country initiated reforms that improved economic resiliency, productiveness and efficiency. As a result of strict government fiscal discipline, the budget deficit as a percent of GDP ratio, fell sharply from more than 10 per cent in 2002 to a current 5 per cent. Also the debt to GDP ratio dropped from 73 per cent in 2002 to its current figure, below 45 per cent. The currency has become more stable and interest rates have fallen from triple digits levels to single digits.

What are the attractive sectors?

The Turkish banks are very appealing. One of the most important aspects behind the v-shaped recovery in Turkey is the strong banking system. After 2001, Turkey restructured its banking system and realized important structural reforms that many countries like Greece are currently trying to implement.

Turkey still remains an under-banked market by global standards. The low penetration in almost all areas means that there is immense growth potential. The sector accounts for 89 per cent of GDP, far behind the EU average of 320 per cent. Likewise, volumes of mortgage loans at 5 per cent of GDP (EU average: 41 per cent) also proves the under-penetrated character of the sector. Turkish banks have increased lending rapidly in the last five years to a young productive army of domestic consumers. Over the past seven years, Turkey’s banking system’s overall balance sheet has increased at a compound annual growth rate of 22 per cent now reaching over 80 per cent of GDP up from 55 per cent in 2002. Turkish banks with their very high returns on equity and growth potential are still attractive compared to their EM peers.

Automotive manufacturing is another promising sector in Turkey. Turkish manufacturers are climbing up in the value chain in production and producing their own domestically designed cars. Turkey is becoming a major hub in automotive manufacturing and producers are benefiting from the network effect in the country. With its proximity to the large European market, Turkey is well placed to compete with European automobile exporters.

Risks that investors should be aware of

The pace of recovery in domestic demand may be impressive but external demand remains weak and a further slowdown in European economies would delay the recovery in exports. Turkey lags in technology development as well as energy and those structural issues need to be addressed properly and quickly.

The country also does not have enough commodity resources to support its growth, so rising commodity prices presents challenges. There is a need for more long-term capital investments and the current savings rate with under penetration of banking is relatively low. Foreign direct investments and greenfield investments have slowed since the crisis. There is thus a need to attract foreign capital with concrete plans to attract more sophisticated value added manufacturing. While Turkey excels at the lower end of the value chain in manufacturing there is a need to move up that value chain. These problems have resulted in a chronic external deficit which continues to widen leading to questions over the sustainability of the recovery.

Finally, there are political risks with a possible change in government. For the first time since 2002 (when the current ruling party, the AKP, came into power), as a result of the upcoming election next year there is a good possibility that Turkey will lose the benefits of a strong majority party capable of instituting wide-ranging reform. Turkey could end up with an indecisive coalition government.

What is Turkey’s investment potential vs other EMs?

Turkey’s population is still quite young. The median age is 27 years, which is well below that of the rapidly aging economies of China (34), South Korea (36) and Russia (38). It is now the fastest growing economy among the G20 major economies, excluding China, and compares with essentially no growth in 14 central and eastern European countries. While in the past Turkey’s economic and political orientation was toward Western Europe, it is now diversifying its political export partners in the Middle East and Mediterranean.

The government has signed free-trade agreements with Syria and Jordan and has been conducting negotiations with Lebanon recently. Those four countries also agreed to set up a joint cooperation council with plans to wider the scope to include other countries in the region.

Currently, Turkish equities trade at a discount relative to its EMEA peers. The lower inflation and low interest rates still have not been reflected in the valuation of Turkish companies. Given its strong macroeconomic characteristics there is a good chance that Turkey will obtain an investment upgrade and thus will have a lower equity-risk premium in the eyes of investors.

Mark Mobius is Executive Chairman, Templeton Emerging Markets Group.

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Tuesday, August 10, 2010

After Loosing a Great Dealmaker CEO, Can HP Still Make Deals? Who Will They Target Next?

Hewlett-Packard’s (NYSE: HPQ) acquisition activity is expected to stall following the departure of its hands-on CEO Mark Hurd. Some think that his ouster might have been exaggerated and did not really protect from all the media exposure the firm has received in the last few days. Hurd was a great dealmaker having bought 3com, Palm and of course EDS. But the 53-year-old’s exit could later pave the way for his successor to bid for Teradata Corporation (NYSE:TDC), the data warehousing company Hurd previously headed.

Hurd’s resignation comes just as M&A activity in the technology sector appears to be gaining pace. Hurd stepped down on Friday after an internal investigation revealed he had manipulated expense accounts to hide a relationship with a company contractor. HP has appointed its CFO Cathie Lesjak interim CEO while it searches for a successor. HP's diversity, at the same time, has deepened its executive ranks, presenting it with a pool of potential CEOs, including: Todd Bradley, a former Palm CEO who runs HP's $28 billion computer division; Vyomesh Joshi, in charge of HP's $29 billion printer division; and Ann Livermore, who runs HP's $54 billion enterprise business. Chief Financial Officer Cathie Lesjak, now interim CEO, took herself out of the running for the permanent job. Outside contenders might include Pat Gelsinger, chief operating officer at EMC; Michael Capellas, a former Compaq CEO who was briefly president at HP; and Microsoft executive Stephen Elop, Kay and other analysts say.

Hurd has kept a tight rein on the company’s acquisition strategy, personally signing off on each of its 35 buys since joining in 2005. The company was less active by deal volume in the five years before Hurd joined, making about 20 buys, although this did include the USD 25 billion purchase of Compaq. Despite lingering uncertainty in the public markets, HP acquired two USD 1 billion-plus companies over the past nine months: Palm for USD 1.2 billion and 3Com for USD 2.7 billion.

Mark ran a tight ship over HP which is one of the few companies in the technology sector that is closely aligned to his CEO similar to perhaps Apple and HP. Hurd was in charge of every deal to be made from its conception all to the way to the board approvals. I am sure he had a large pipeline which now would be put on hold until there is a permenant replacement for him.

One pending acquisition rumored to be in the works was that of 3PAR (NYSE:PAR), a Fremont California-based storage company. 3PAR, which has a market capitalization of USD 637.7 million, has been cited as a target in recent analyst reports.

Hurd’s departure may pave the way for an acquisition of Teradata, which was spun out of NCR in 2007. Hurd ran Teradata for three years while it was a division of NCR and this connection created some resistance to bringing his old firm to HP. Teradata, a data warehousing company, would provide HP with a toehold in a market dominated by its main competitors, IBM, Microsoft and Oracle. These three companies control about 85% of the market. Sybase, which was acquired by SAP earlier this year, and Teradata are the next largest players, together owning about 6% of the data warehousing market. Teradata has a market capitalization of USD 5.3 billion, while the next largest pure play in data warehousing, Netezza (NYSE:NZ), is valued at USD 962.8 million according to industry sources.

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Monday, August 09, 2010

International Power to Announce Takeover by GDF Suez on Tomorrow

According to The Sunday Times, International Power, the listed, UK-based energy utility, is poised to announce a takeover by GDF Suez tomorrow. The newspaper cited unspecified sources, who said there is still a chance that discussions could fail to yield a deal, but the companies plan to announce the deal alongside their half-year results.

GDF, the French government-controlled energy group, intends to merge several of its worldwide power stations with International Power, the article said. GDF Suez will take a stake of approximately two-thirds in International Power via an issue of new shares, the item added.

GDF is also to pay shareholders a GBP 1.2bn (EUR 1.44bn) to GBP 1.3bn special dividend, the report continued. The enlarged group would have a market capitalisation of EUR 58bn (USD 77.02bn), the article added.


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SAP Puts No Price Limit for Acquisitions but Focuses on Organic Growth First

After announcing a strong quarter, SAP, the listed German software group, has no price barrier when it comes to acquisitions, Boersen-Zeitung reported. Werner Brandt, the chief financial officer at SAP, told the German daily during a lengthy interview that his company acquires to gain access to technology that can speed up its growth, which why he does not believe in price barriers or maximum result multiples. However, Brandt made clear in the paper that SAP should have a positive net liquidity at all times and that a negative net liquidity should only be tolerated for a short while after acquisitions.

Brandt reaffirmed that SAP is currently focusing on organic growth and believes that the company can grow by more than 10% organically again in the future.

SAP must catch up with Oracle, the king of dealmaking in the high-tech world. My long time friend and old colleague Bill McDermott is up to the challenge of putting SAP back on track to grown in double digits. He just might need to have a bold dealmaker on his staff to face up Oracle.
SAP itself remains as a target to IBM, HP, Oracle and Microsoft.  Microsoft and Oracle are rumored to have looked t SAP multiple times unable to close the deal.
SAP has a market cap of about 43 billion euros

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Friday, August 06, 2010

HP CEO Mark Hurd Resigns; CFO Cathie Lesjak Appointed Interim CEO; HP Announces Preliminary Results and Raises Full-year Outlook

HP's top dealmaker and Chairman/CEO Mark Hurd's sudden resignation could have serious implications for HP and its competitive positioning going forward. Mark has accomplished a tremendous track record in buying and integrating large companies like Peregrine Systems, 3Com, EDS and Palm and positioned the company as the largest technology firm that offers solutions ranging from personal computers to enterprise class servers to printers and consulting services. He was a tough cost-cutter and aggressive executer of his key strategic, timely moves at a $125 billion monster-size firm. He resized its cost base, reshuffled old management cutting through siloed divisions immersed in an ingrained culture of slow decision making and truf wars. Considering how his predecessor Carly Fiorina left, HP's CEO spot will be a difficult one to fill after Mark Hurd.



According to a NY Times article today the contractor, an old actress Jodie Fisher came out in public and said she did not have an affair or intimate sexual relationship with Mark Hurd who is married.

 HP (NYSE: HPQ) announced last Friday that Chairman, Chief Executive Officer and President Mark Hurd has decided with the Board of Directors to resign his positions effective immediately.

The Board has appointed CFO Cathie Lesjak, 51, as CEO on an interim basis. Lesjak is a 24-year veteran of the company who has served as HP's CFO and as a member of the company's Executive Council since January 2007. She oversees all company financial matters and will retain her CFO responsibilities during the interim period.

Hurd's decision was made following an investigation by outside legal counsel and the General Counsel's Office, overseen by the Board, of the facts and circumstances surrounding a claim of sexual harassment against Hurd and HP by a former contractor to HP. The investigation determined there was no violation of HP's sexual harassment policy, but did find violations of HP's Standards of Business Conduct.

A Search Committee of the Board of Directors has been created, consisting of Marc L. Andreessen, Lawrence T. Babbio, Jr., John H. Hammergren, and Joel Z. Hyatt, which will oversee the process for the identification and selection of a new CEO and Board Chair. HP's lead independent director, Robert Ryan, will continue in that position.

Hurd said: "As the investigation progressed, I realized there were instances in which I did not live up to the standards and principles of trust, respect and integrity that I have espoused at HP and which have guided me throughout my career. After a number of discussions with members of the board, I will move aside and the board will search for new leadership. This is a painful decision for me to make after five years at HP, but I believe it would be difficult for me to continue as an effective leader at HP and I believe this is the only decision the board and I could make at this time. I want to stress that this in no way reflects on the operating performance or financial integrity of HP."

"The corporation is exceptionally well positioned strategically," Hurd continued. "HP has an extremely talented executive team supported by a dedicated and customer focused work force. I expect that the company will continue to be successful in the future."

Robert Ryan, lead independent director of the Board, said: "The board deliberated extensively on this matter. It recognizes the considerable value that Mark has contributed to HP over the past five years in establishing us as a leader in the industry. He has worked tirelessly to improve the value of HP, and we greatly appreciate his efforts. He is leaving this company in the hands of a very talented team of executives. This departure was not related in any way to the company's operational performance or financial condition, both of which remain strong. The board recognizes that this change in leadership is unexpected news for everyone associated with HP, but we have strong leaders driving our businesses, and strong teams of employees driving performance."

"The scale, global reach, broad portfolio, financial strength and, very importantly, the depth and talent of the HP team are sustainable advantages that uniquely position the company for the future," said Lesjak. "I accept the position of interim CEO with the clear goal to move the company forward in executing HP's strategy for profitable growth. We have strong market momentum and our ability to execute is irrefutable as demonstrated by our Q3 preliminary results."

Lesjak has taken herself out of consideration as the permanent CEO but will serve as interim CEO until the selection process is complete. Candidates from both inside and outside the company will be considered. The selection of a new chairman will occur in conjunction with the CEO decision.

The company does not expect to make any additional structural changes or executive leadership changes in the near future.

HP announces preliminary third quarter results; raises full-year outlook for revenue and non-GAAP EPS

HP is announcing preliminary results for the third fiscal quarter 2010, with revenue of approximately $30.7 billion up 11% compared with the prior-year period.

In the third quarter, preliminary GAAP diluted earnings per share (EPS) were approximately $0.75 and non-GAAP diluted EPS were approximately $1.08. GAAP and non-GAAP EPS were negatively impacted by $0.02 pertaining to one-time charges relating to the previously announced U.S. Department of Justice settlement. Non-GAAP diluted EPS estimates exclude after-tax costs of approximately $0.33 per share, related primarily to restructuring, amortization of purchased intangible assets and acquisition-related charges.

For the fourth fiscal quarter of 2010, HP estimates revenue of approximately $32.5 billion to $32.7 billion, GAAP diluted EPS in the range of $1.03 to $1.05 and non-GAAP diluted EPS in the range of $1.25 to $1.27. Non-GAAP diluted EPS estimates exclude after-tax costs of approximately $0.22 per share, related primarily to restructuring, amortization of purchased intangible assets and acquisition-related charges.

For the full year, HP now expects revenue in the range of $125.3 billion to $125.5 billion. FY10 GAAP diluted EPS is expected to be in the range of $3.62 to $3.64 and non-GAAP diluted EPS in the ranged of $4.49 to $4.51. FY10 non-GAAP diluted EPS estimates exclude after-tax costs of approximately $0.87 per share, related primarily to restructuring, amortization of purchased intangibles and acquisition-related charges.

HP plans to release its final results for the third fiscal quarter on Thursday, Aug. 19, 2010, with a conference call at 6 p.m. ET/3 p.m. PT to provide additional details.

HP to hold media and financial analyst calls today. This afternoon HP will conduct audio webcasts for the media and financial analysts to discuss today's announcement.

Conference call for the media: 4:15 p.m. ET/1:15 p.m. PT. Members of the press can dial in at +1 866 713 8567 or +1 617 597 5326, participant code 29494237.

Audio webcast for financial analysts and stockholders: 4:45 p.m. ET/1:45 p.m. PT. Access the live audio webcast at http://www.hp.com/investor/IRbriefing. It is recommended that attendees dial in 15 minutes early to avoid registration delays.

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Wednesday, July 28, 2010

SAP Looking for More Strategic Acquisitions after Sybase Takeover

According to a report in Die Welt, SAP, the listed German software group, is interested in further acquisitions after the takeover of California-based rival Sybase. Jim Hagemann Snabe, the co-chief executive of SAP, told the newspaper that strategic acquisitions remain part of the strategy after the Sybase deal, but added that one should not expect a string of takeovers similar to the mentioned recent deal.

A separate report in German daily Frankfurter Allgemeine Zeitung noted that SAP announced that it has secured 92% in Sybase after filing a EUR 4.6 B takeover offer.

Under the new leadership, SAP realized they needed to get more aggressive with acquisitions against the king of M&A, Oracle. I would expect SAP to participate in every deal to be made in the Information Technology domain going forward. Oracle who is always looking for bargain prices might find future deals more contested and difficult to creat economic value with higher valuation multiples.

SAP could look at firms in the hosted cloud infrastructure space cherry picking Infrastructure-as-a-Services (IaaS) and Platform-as-a-Service (PaaS) companies. Another segment is enterprise search and content managent to augment their platform with unstructured data access, management and mining to complement their Sybase and Business Objects acquisitions.
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Lexmark Looking Around the World for M&A. Isn't it Too Late?

According to several reports in the media, Lexmark International (NYSE: LXK), the Lexington, Kentucky-based office printing solutions company, could make more acquisitions following its recent Perceptive Software deal, CEO Paul Curlander said today.

During the company’s 27 July earnings conference call, Curlander was asked whether Lexmark plans to use its cash on hand for more deals or repurchasing stock. Curlander said acquisitions and related opportunities are “our first strategic use of cash.” The Perceptive deal which closed in June is “taking up a lot of our time in the current year,” he continued. Beyond completing that integration, he added, “Our thinking hasn’t changed, and clearly we’ll look around the world for strategic opportunities.”

CFO John Gamble said the Perceptive deal had a net cash impact of USD 267M, leaving Lexmark with about USD 1B in cash and marketable securities at the end of its latest quarter.

Lexmark makes a prime takeover candidate in the printing industry. Many of its bigger competitors including Xerox looked at Lexmark several times but the CEO was adamant about going alone. The company recently started leading with Managed Print Solutions (MPS) to convert fleet management deals to its technology. However, a services-led transformation for a firm of Lexmark size against Canon/HP/EDS, Xerox/ACS and RIcoh/IKON makes virtually impossible to survive in the industry. The CEO might regret that he had not sold the company during the consolidation wave at its peak. 
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Saturday, July 24, 2010

When It Comes to M&A Execution, It's Oracle vs Oracle

The $10 billion Oracle spent on acquiring Sun, BEA, and Hyperion will end up looking like small potatoes as the company gears up for a $70 billion buying spree.

According to an interview by CNN and following article by Fortune magazine, at the Fortune Brainstorm Tech conference in Aspen on Thursday, Oracle President Charles Phillips declared that "we'll probably double what we spent on acquisitions" over the next five years compared to the last five. That would total roughly $70 billion, a dollar figure that had his interviewer, Fortune's Adam Lashinsky, asking if that could possibly be right. "If things hold up," Phillips said, "we could easily do that."

Apparently, Phillips didn't clear the number with the rest of the folks in Emerald City, Oracle's (ORCL) gleaming tower complex in Redwood City, Calif.

"Oracle does not have a five year acquisition budget. We don't even have a one year acquisition budget," a company spokeswoman said in a statement the next morning. "While it is highly unlikely that we will spend anything approaching $70 billion in five years, we will be opportunistic and, if market conditions warrant, we will buy additional companies that further our strategic goals and address our customers' needs." He also said Oracle had no plans to acquire Salesforce.com, in response to specific questions at the conference, Fortune noted.

Phillips' comments came after a question about whether Oracle still believes consolidation is necessary in tech — and if Oracle is going to be leading the charge. Phillips said yes, and that you could expect Oracle to play in a number of areas: hardware, content, and "vertical markets that no one's ever heard of."

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Duke Energy Intends to be Major Player in Consolidating US Utilities

Duke Energy Chief Executive Officer Jim Rogers said that consolidation in the US utility market is long overdue and that the company will be a major player in the process.

To indicate his willingness to make big deals, Rogers said at the Clean Energy Ministerial in Washington DC that the company was very interested in acquiring E.On's Kentucky assets, but was beaten out mainly over price by rival PPL (NYSE:PPL).

When asked about Duke's renewable energy business, Rogers said he sees no reason to spin off or even consider selling it as it provides better bottom-line growth to the company than its regulated assets. In fact, Rogers said it is a good time to continue buying renewable energy assets.

A Duke Energy source said that the company is in talks with its Chinese partners to create a solar energy joint venture that would allow Duke and its Chinese partner to roll out mega projects. The source said Duke hopes it can form a major joint venture with ENN Group, Huaneng Group and another partner that has not yet been publicly announced.

Late last year, ENN Group and Duke Energy signed an agreement creating a 50:50 joint venture to co-develop solar energy projects in the US. ENN Gropp has an on-going partnerships with Duke Energy in terms of technology development and market expansion, said an ENN insider focused on overseas market expansion.

"Such partnership is not limited by our joint venture," said the insider, who added he was unaware of any further solar energy joint venture plan Duke might have for China. He did did not rule out the possibility of further partnerships in solar energy projects in China between the two companies.

Though aware that Duke is talking to other potential Chinese partners, including Huaneng Group, a technology-focused insider at ENN noted that Duke’s potential cooperation with Huaneng could probably focus on wind power projects or smart grid skill development rather than solar energy.

The Duke source said the company has already reached an agreement with China’s sovereign wealth fund CIC to finance mega solar and other renewable projects. He said such a project could combine the best US corporate practices with China’s ability to manage and build out huge projects.

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Friday, July 23, 2010

Autonomy (AU) to Announce Large Acquisition: Open Text (OTEX) Tipped As Possible Target

Autonomy, the UK-based enterprise software group may announce a large acquisition very shortly. Open Text, the listed Canadian software company, as a possible target. These are the two remaining independent Enterprise Search and Content Management players. Both have been struggling organically given the worst economic cycles in enterprise software spending while trying outgrow each other to get acquired first. However, a bid by Autonomy will have serious challenges - both as rival bidders and internal execution-related. I had expected the announcement on the analyst call yesterday which did not happen.

Yesterday Autonomy has announced its second quarter results; Some management highlights from the earnings relesease:

• Record six month revenues of $415.3 million (within the range of analyst expectations of $412-417m), up 28% from H1 2009 with overall organic growth at 14%

• Six months organic IDOL revenue growth at 24%; organic growth excluding professional services at 18%

• Gross profits (adj.) at $363.4 million, up 26% from H1 2009; gross margins (adj.) at 88%

• H1 2010 operating margins (adj.) at 44%

• Record H1 profit before tax (adj.) at $182.7 million, up 24% from H1 2009

• Record H1 fully diluted EPS (adj.) of $0.53 (within the range of analyst expectations of $0.52-0.55), up 22% from H1 2009 (IFRS: $0.42, up 17%)

• Q2 DSOs decreased to 82 days (Q1 2010: 93 days, Q4 2009: 88 days)

• Cash conversion for the second quarter was 98% (Q2 2009: 66%), and for the first half of 2010 was 93% (H1 2009: 72%)

According several analysts following the firm including Paul Morland and Richard Nguyan, there are some positives and negatives about the details of the quarter:

Positive:

• Sustainable momentum in OEM revenue (17% group revenue) with FY10 growth of 30%+ thanks to strong OEM activity over the last two years;

• Large standardisation deals (>$1M), more profitable, maintain a good momentum (Q2: 25, Q1: 19, Q4 09: 24, Q3 09: 13);

• Focus on M&A. Management have consistently stated that the firm would make an acquisition in second half to expand further its product footprint. As with previous deals (Verity, Interwoven), a move could provide Autonomy with additional scope for growth and improve margins via cross-selling opportunities within the installed base, noting the group’s excellent execution track record.

Negatives:

• Decelerating overall organic growth (Q2 13%, Q1 17%, Q4 09 18%) due to decelerating product revenue (66% group revenue) and

• Increased sales and marketing expenses which may slow the pace of profit increase.

• Cash conversion is worse than it should be and some unusual balance sheet movements may be masking warning signals such as high DSOs and falling deferred income.

• The rising working capital trend is not adequately explained either by growth or the acquisition of companies with low working capital that needs several quarters to normalise. Debtors appear to be higher than they should be and creditors lower.

• The model Autonomy uses to defend its low cash conversion ignores creditor movements and looks flawed to us.

• A focus in presentations on high growth rates that are largely due to acquisitions is misleading.

• The phrase “very strong cash collections” seems out of place when debtors and DSOs are on upward trends.

• Consider that Autonomy’s closest competitor was bought by Microsoft in 2008, and yet no one appears to have shown any interest in acquiring Autonomy.

• Stated organic growth rates regularly exceed our own estimates.

• Many balance sheet movements at the time of acquisitions are hard to explain and do not appear to reconcile with the cash flow statement.

• Recent deals (e.g. Microlink) appear to lack business logic.

Autonomy’s poor Q2 results will inevitably force the firm to grow inorganically. Given the firm’s rich valuation, Autonomy’s buying OTEX would make sense. Autonomy’s own story on paper sounds great: Class-leading IDOL technology with multiple vertical applications; defensive end-markets such as government, very high margins, impressive earnings growth and a strong balance sheet. However, I believe there are plenty of reasons to believe that the reality may not live up to the spin from the management. If Autonomy ends up acquiring OTEX (which is an acquisition machine itself with about the same size), I would stay away from the stock until the dust settles….because this would be just too big to swallow…almost two drunk men trying to stand still by leaning against each other.

Thursday, July 22, 2010

IBM to Buy More Software Firms. Can IBM Compete with Oracle?

IBM is looking for more buys, the Wall Street Journal reported. The unsourced 19 July report, part of the paper's Heard on the Street column looking at how venture backed start ups have little choice buy to look for strategic suitors, stated that IBM has recently made a series of buys of software companies and is looking for more acquisitions.

IBM did not impress Wall Street analysts earlier this week with its earnings release due to:

1. Disappointing Services signings:  IBM signed contracts totalling $12.3bn (-12%) in Q2, 13% below  consensus.

2. Slowdown in Software at 2% growth (+6% excluding IBM PLM) despite easy comps (Q2 09: -7%) and Oracle's strong performance in infrastructure software suggesting a better environment

3. Sluggish demand in Europe with sales -6% (-1%cc) to $7.4bn while Americas were up 2% to $10.2bn and Asia Pacific +9% to $5.4bn

4. Reshuffle of senior management that we think may set the stage for succession of current CEO Sam Palmisano (59 year-old, CEO since 2002).

However, IBM has successfully transformed the revenue mix: services and software now accounts for 80% of revenues and 90% of profitability. Their increasing focus on software acqusitions should help fuel profitable growth provided they go for substantially larger deals competing with Oracle.

IBM shares were down 4.3% in aftermarket trading. Investors likely to remain cautious on recovery pace in my view.

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Computer Sciences Corp to Spend $ 250-500 M Annually on Acquisitions

Computer Sciences Corp (NYSE: CSC) of Falls Church, Virginia, is seeking to increase its acquisition spending, according to Mike Mancuso, chief financial officer. The Wall Street Journal quoted Mancuso stating that the IT-services group plans to spend USD 250-500 M on average, annually, over the next three years to acquire businesses working in cyber security, healthcare and cloud computing.

Computer Sciences Corp was holding cash of USD 2.8 billion as of 2 April this year, the report said. The article containing the information was focused on an apparent new willingness of companies to make acquisitions.

CSC has been falling behind among top Businsess Process Outsourcing players that have been consolidating too. They had no choice but to jump on the bandwagon of inorganic growth. Depending upon the industry and domain, we will likely see increased number of acquirers with deep pockets chasing similar deals and inevitabely pushing transaction multiples and valuations higher.

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EMC Seeking Acquisitions with $10.8 Billion Cash

The company who bought my previous firm, Document Sciences, EMC CEO Joseph Tucci said yesterday that the information technology infrastructure provider will look for “a string of pearls” – smaller acquisitions in 2010 probably no larger than USD 400m - as it considers buys in the year ahead.

Tucci, noting that the company has a sizeable potential acquisition base, with plenty of cash, said what he considers small may seem larger from other perspectives.

"I’ve always said I favor a 'string of pearls' as opposed to a massive acquisition,” Tucci told investors and analysts during the company’s second quarter earnings call, responding to a question on the size of potential targets.

“I think from a revenue standpoint, the highest – biggest company we bought had USD 400 million in revenue or something thereabouts,” he said. “So when you talk on a base of USD 16.5bn plus, certainly that’s not – I don’t call that big. Okay? But obviously in dollar value, I would say you’re correct. That would be a trend that you should think we’re going to continue. It’s worked really well, and it’s what I like."

David Goulden, company CFO, said the company has USD 10.8bn in cash, and spent USD 341m buying back company stock in the second quarter, bringing the number to USD 500bn for the year; it will likely spend another USD 1bn in stock buybacks by year end, he noted.

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Thursday, July 15, 2010

Indian Outsourcers: How Well/Long Will They Perform Based on Labor Arbitrage Alone?

The following post from today's Financial Times promises continued financial success with Indian Outsourcers. However, on Tuesday Infosys reported earnings that are below analyst expectations. In my opinion, offshore model based on pure labor arbitrage economics does not create a sustainable source of economic value.  I tend to see IBM, HP/EDS and even Xerox/ACS having better chances of winning by applying proprieatry tools and technologies to brokoen or hard-copy centric worklfows and processes to first reengineer then digitize and automate forever. Perhaps Infosys might be signaling what lies ahead....

Things are looking up in the world’s back office. Accenture, the IT and consultancy firm, lifted operating profit by 10 per cent year-on-year in the third quarter; bookings from financial services clients are at record levels. In India, number two outsourcer Infosys is guiding for top-line growth of around 20 per cent in the year to March. Analysts, undeterred by the fact some of their own jobs have been outsourced to Bangalore, are big fans: Accenture, Infosys and Tata Consultancy, India’s industry leader, each carries a single sell recommendation to 20-40 buys.

Outsourcing is an easy industry to like. Theoretically at least, it thrives on economic downturns – when banks, governments and other clients find it cheaper to outsource than maintain their own bloated back offices – as well as in good times. The cost base, being mainly people, is flexible. The marketplace, while heavily tilted towards the US, is global. And the formula works. From 1996-2004 Infosys was increasing earnings at an average clip of 60 per cent a year; in the subsequent five years growth was still running at 36 per cent. The Indian trio, including Wipro, have generated total returns of 60-100 per cent in the past year.

But, as Infosys’ third-quarter numbers showed on Tuesday, even the gilded can stumble. Results fell short of analyst expectations; this follows a year where earnings growth decelerated to a mere 4 per cent. Increasing tentacles into budget-slashing nations such as the US and UK suggest slimmer margins. Tata Consultancy, for example, won the contract to administer the UK’s new personal pension accounts, worth maybe £600m, when other bidders could not make the numbers stack up.

Wages, devouring 44 per cent of revenues, remain the industry’s Achilles’ heel. No matter. The sector, having outperformed the broader Indian market massively last year, has lagged this year but global IT spending will grow 5 per cent, Goldman Sachs reckons. Add in some currency tailwinds and it will be hard as ever to keep the irrepressible bulls down.

Who Will Salesforce.com Buy with its $1.8 Billion? Is Salesforce.com a Target too?

Salesforce.com, the San Francisco-based software services company, may use tuck-in buys versus larger deals for growth and could also be a target, according to a Citigroup research report.

The analyst report stated that the company has a$ 1.8 Billion cash and 412 Billion market cap and noted that there are several types of deals it could do, for example, tuck-in deals of CRM companies such as Xactly, Apttus, or Eloqua; or deals outside Salesforce.com's existing "ecosystem" such as Lithium and Jive or R&D related deals.

The research report stated that it can't be ruled out that Salesforce.com may be a target for larger IT businesses, but that analysts think only California tech giants Oracle or Google would be possible acquirers.

In my opinion, following the integration of the Sun deal, Oracle will continue making buys at full speed in the CRM, Business Intelligence and Enterprise Content Management but only if the price is right. Given the co-CEOs recent press annoucements, SAP may be another bidder in the same domains.

A Citigroup analyst said Google to be prioritizing M&A options linked to advertising. In addition, the report named Washington-based Microsoft, New York-based IBM, and Germany-based SAP AG as possible bidders.

Wednesday, July 14, 2010

Hewitt/Aon Merger: Will a Rival Bid Swoop In?

Chicago-based Aon announced on Monday plans to acquire Hewitt for .6362 Aon shares and $ 25.61 in cash per Hewitt share, or about $ 4.9 Billion. Hewitt is “highly confident” about Aon’s financing.

Aon will likely wait until after securing shareholder approval to issue notes to fund the acquisition of Hewitt Associates, according to our sources.  The companies do not have a specific target date for the shareholder votes, but they could take place by late October or early November with the notes issued soon afterwards. The firms do not expect antitrust problems in either the US or Europe.

The cash portion of the transaction will be funded with a $1 Billion term loan and $1.5 Billion in notes, backstopped by a $ 1.5 Billion bridge facility from Credit Suisse and Morgan Stanley. Aon will likely issue a combination of five and ten year notes. This source reiterated comments by Aon’s CFO on Monday that Aon has no plans to draw down on the bridge facility.

The deal came together after Aon and Hewitt held internal discussions on the directions of their businesses. Aon debated growing its insurance brokerage business, but concluded it was more important to more evenly balance revenue between the brokerage and consulting businesses.

Once the deal closes, about 60% of Aon’s revenue will come from its brokerage and 40% from human resources outsourcing and consulting, compared to 80% and 20% prior to the deal. Aon will now more closely mimic the revenue mix of its rival, Marsh & McLennan.

Management is headed to the southeastern US today to meet with leading investors to brief them on Aon’s new direction, the first source said. We expect institutional shareholders to back the expansion of Aon’s consulting business.

On Hewitt’s side, over the years the company explored the idea of making acquisitions, including buying Aon’s consulting business or moving into the insurance brokerage business. Hewitt may have also talked about selling at times.

However, Hewitt’s CEO, Russell Fradin, told investors on Monday that the company was not for sale when Aon approached with an offer. Hewitt did not run a sale process in response to the inquiry, Aon’s CEO, Greg Case, told investors on the same call. Likewise, Aon did not make overtures to other human resources consultants, the first source added.

Potential rival bidders include Accenture, IBM and Marsh & McLennan, although a hostile offer is highly unlikely. Until the end of August, Hewitt only has to pay a $ 85M termination fee if the company receives a superior offer to Aon’s.

Marsh & McLennan likely would have moved to acquire Hewitt in the past if it was interested in buying the business to expand its Mercer human resources unit. Several firms have looked at Hewitt over the years.

Now that Hewitt’s management team and board have committed to selling, a rival bidder may be hesitant to swoop in because a hostile offer could push Hewitt’s primary assets – its consultants – to leave the firm. Aon and Hewitt’s chief executives are longtime friends and the firms held extensive talks on how to merge.

We expect more deals at accelerated speed. Our most attractive target remains Hay Group.

Consolidation in Consulting: PWC in talks to buy Diamond Management & Technology Consultants. More Deals Expected.

According to Wall Street Journal, PricewaterhouseCoopers, the New York consulting firm, is in discussions to buy Diamond Management & Technology Consultants for around $50M partly in reaction to Aon's deal to buy Hewitt Associates for around $4.9 Billion.

Consulting firm Deloitte of New York is also looking for buys. Accordingly, there should be more consolidation in the consulting industry, with companies looking for buys that give them a global presence, diversify them and more products and services to sell.

The WSJ report noted that Accenture and Towers Watson &Co, along with Deloitte and PWC should get more aggressive in buying smaller consulting firms. Hay Group remains as an attractive potential target. PricewaterhouseCoopers Chairman Robert Mortiz said the company is looking at a number of buys and it wants bigger, transformational deals and niche buys.

Consolidation in Consulting Industry: Aon Agrees to Buy Hewitt

Only a week after A.T. Kearney, Booz called off merger talks, according to WSJ and other media sources, Aon Corp. agreed to buy Hewitt Associates Inc. in a cash-and-stock deal valued at about $4.9 billion in another sign of consolidation in the management-consulting industry.

The two are the latest consulting-industry players to flirt or agree to a deal in recent weeks as firms seek to get bigger to woo more global business. The industry is still suffering from recessionary aftershocks. While work volume has rebounded, average billing rates remain depressed. As a result, bigger firms are looking for ways to grow through acquisitions. And some are finding opportunities to snap up bargains as smaller firms seek the heft to compete.

Midsize firms A.T. Kearney Inc. and Booz & Co. explored a possible merger for about six months before calling off talks last week. Deloitte LLP is hunting for acquisitions. So is PricewaterhouseCoopers LLP, which is in talks to buy Diamond Management & Technology Consultants Inc. for about $50 million.

We should see more consolidation in the consulting sector, where firms are looking for global scale, diversity and additional products and services to cross sell to their clients.

The industry's world-wide revenue sank about 10% last year to $170 billion, and we are looking at 2% growth per year over the next four to five years. Corporate clients are also evaluating consultants' services more skeptically.

At the same time, the biggest firms, such as McKinsey & Co., are gaining more clout, leaving midsized players vulnerable. The biggest 10 consulting firms controlled about 38% of global revenue in 2009.

Industry watchers expect such large firms as Deloitte, PwC, Accenture PLC and Towers Watson & Co.— itself the creation of a merger completed earlier this year—to get more aggressive about acquisitions, with smaller firms in their crosshairs.

One possible target may be midsized Hay Group. The Hewitt deal, the largest in insurance broker Aon's history, would nearly triple the size of the company's human-resources operations, making it a $4.3 billion business by revenue. Aon Hewitt, as the combined consulting and outsourcing operation will be known, would be run by Hewitt Chief Executive Russ Fradin.

Aon has acquired dozens of firms to expand the company's insurance and human-resources arms. The latest deal would give Aon a human-resources consulting operation to rival competing brokerage Marsh & McLennan Cos., whose Mercer and Oliver Wyman units had combined consulting revenue of $4.6 billion in 2009. In an interview, Aon CEO Greg Case said the Hewitt takeover means Aon will be able to offer management-consulting advice more effectively in 120 countries where it already provides risk-management and insurance services because Hewitt's consulting brand is stronger.

Mr. Case said he first approached Hewitt's Mr. Fradin a year ago because "our clients were asking for greater global reach" as they faced increasingly complex issues. Takeover talks intensified during the past two months, he added.

PricewaterhouseCoopers Chairman Robert Moritz expects more consolidation in the industry. "People are looking for ways to enhance revenue and gain market share, so acquisitions in your direct critical core competencies as well as expanding your portfolio are going to be a continued trend," he said.

Mr. Moritz is looking at a number of acquisitions. He said that he wants larger, transformational purchases as well as niche deals to bring specialized skill sets such as regulatory know-how.

He also noted that consultants are continuing to have trouble getting revenue growth through big across-the-board price increases. As we've seen volume increases we've tried to raise some pricing in a balanced way," he says. He said that he expects the pricing pressure to continue for the next couple of years as customers "expect more for less."

Thursday, July 08, 2010

The Five Types of Successful Acquisitions

Have come across a great summary of five different ways to cut successful M&A deals by McKinsey; I tend to find McKinsey's work generally too academic without operational, practical depth but this one has passed the test;  Companies advance myriad strategies for creating value with acquisitions—but only a handful are likely to do so.  Interestingly, I have made a number of successful ones that fit in each category...but some did not and were not accretive in the early years.  I am sharing the article along with highlights from my own experience:

There is no magic formula to make acquisitions successful. Like any other business process, they are not inherently good or bad, just as marketing and R&D aren’t. Each deal must have its own strategic logic. In our experience, acquirers in the most successful deals have specific, well-articulated value creation ideas going in. For less successful deals, the strategic rationales—such as pursuing international scale, filling portfolio gaps, or building a third leg of the portfolio—tend to be vague.

Empirical analysis of specific acquisition strategies offers limited insight, largely because of the wide variety of types and sizes of acquisitions and the lack of an objective way to classify them by strategy. What’s more, the stated strategy may not even be the real one: companies typically talk up all kinds of strategic benefits from acquisitions that are really entirely about cost cutting. In the absence of empirical research, our suggestions for strategies that create value reflect our acquisitions work with companies.

In our experience, the strategic rationale for an acquisition that creates value typically conforms to at least one of the following five archetypes: improving the performance of the target company, removing excess capacity from an industry, creating market access for products, acquiring skills or technologies more quickly or at lower cost than they could be built in-house, and picking winners early and helping them develop their businesses. If an acquisition does not fit one or more of these archetypes, it’s unlikely to create value. Executives, of course, often justify acquisitions by choosing from a much broader menu of strategies, including roll-ups, consolidating to improve competitive behavior, transformational mergers, and buying cheap. While these strategies can create value, we find that they seldom do. Value-minded executives should view them with a gimlet eye.

Five archetypes

An acquisition’s strategic rationale should be a specific articulation of one of these archetypes, not a vague concept like growth or strategic positioning, which may be important but must be translated into something more tangible. Furthermore, even if your acquisition is based on one of the archetypes below, it won’t create value if you overpay.

Improve the target company’s performance

(HA>Affiliated Computer Services acquisition by Xerox Global Services, my old employer)

Improving the performance of the target company is one of the most common value-creating acquisition strategies. Put simply, you buy a company and radically reduce costs to improve margins and cash flows. In some cases, the acquirer may also take steps to accelerate revenue growth.

Pursuing this strategy is what the best private-equity firms do. Among successful private-equity acquisitions in which a target company was bought, improved, and sold, with no additional acquisitions along the way, operating-profit margins increased by an average of about 2.5 percentage points more than those at peer companies during the same period.1 This means that many of the transactions increased operating-profit margins even more.

Keep in mind that it is easier to improve the performance of a company with low margins and low returns on invested capital (ROIC) than that of a high-margin, high-ROIC company. Consider a target company with a 6 percent operating-profit margin. Reducing costs by three percentage points, to 91 percent of revenues, from 94 percent, increases the margin to 9 percent and could lead to a 50 percent increase in the company’s value. In contrast, if the operating-profit margin of a company is 30 percent, increasing its value by 50 percent requires increasing the margin to 45 percent. Costs would need to decline from 70 percent of revenues to 55 percent, a 21 percent reduction in the cost base. That might not be reasonable to expect.

Consolidate to remove excess capacity from industry

(HA>A major deal I am currently working on in an industry over-regulated, hyper-competitive with over 30 firms, price competition, all players destroying economic value ie ROE below inflation)

As industries mature, they typically develop excess capacity. In chemicals, for example, companies are constantly looking for ways to get more production out of their plants, while new competitors continue to enter the industry. For example, Saudi Basic Industries Corporation (SABIC), which began production in the mid-1980s, grew from 6.3 million metric tons of value-added commodities—such as chemicals, polymers, and fertilizers—in 1985 to 56 million tons in 2008. Now one of the world’s largest petrochemicals concerns, SABIC expects continued growth, estimating its annual production to reach 135 million tons by 2020.

The combination of higher production from existing capacity and new capacity from recent entrants often generates more supply than demand. It is in no individual competitor’s interest to shut a plant, however. Companies often find it easier to shut plants across the larger combined entity resulting from an acquisition than to shut their least productive plants without one and end up with a smaller company.

Reducing excess in an industry can also extend to less tangible forms of capacity. Consolidation in the pharmaceutical industry, for example, has significantly reduced the capacity of the sales force as the product portfolios of merged companies change and they rethink how to interact with doctors. Pharmaceutical companies have also significantly reduced their R&D capacity as they found more productive ways to conduct research and pruned their portfolios of development projects.

While there is substantial value to be created from removing excess capacity, as in most M&A activity the bulk of the value often accrues to the seller’s shareholders, not the buyer’s.

Accelerate market access for the target’s (or buyer’s) products

(HA>Our Objectiva acquisition back at EMC Document Sciences or Tektronix acquisition back at Xerox)

Often, relatively small companies with innovative products have difficulty reaching the entire potential market for their products. Small pharmaceutical companies, for example, typically lack the large sales forces required to cultivate relationships with the many doctors they need to promote their products. Bigger pharmaceutical companies sometimes purchase these smaller companies and use their own large-scale sales forces to accelerate the sales of the smaller companies’ products.

IBM, for instance, has pursued this strategy in its software business. From 2002 to 2009, it acquired 70 companies for about $14 billion. By pushing their products through a global sales force, IBM estimates it increased their revenues by almost 50 percent in the first two years after each acquisition and an average of more than 10 percent in the next three years.2

In some cases, the target can also help accelerate the acquirer’s revenue growth. In Procter & Gamble’s acquisition of Gillette, the combined company benefited because P&G had stronger sales in some emerging markets, Gillette in others. Working together, they introduced their products into new markets much more quickly.

Get skills or technologies faster or at lower cost than they can be built

(HA>ACS acquisition by Xerox Global Services)

Cisco Systems has used acquisitions to close gaps in its technologies, allowing it to assemble a broad line of networking products and to grow very quickly from a company with a single product line into the key player in Internet equipment. From 1993 to 2001, Cisco acquired 71 companies, at an average price of approximately $350 million. Cisco’s sales increased from $650 million in 1993 to $22 billion in 2001, with nearly 40 percent of its 2001 revenue coming directly from these acquisitions. By 2009, Cisco had more than $36 billion in revenues and a market cap of approximately $150 billion.

Pick winners early and help them develop their businesses

(HA>We sold our software company Document Sciences to EMC)

The final winning strategy involves making acquisitions early in the life cycle of a new industry or product line, long before most others recognize that it will grow significantly. Johnson & Johnson pursued this strategy in its early acquisitions of medical-device businesses. When J&J bought device manufacturer Cordis, in 1996, Cordis had $500 million in revenues. By 2007, its revenues had increased to $3.8 billion, reflecting a 20 percent annual growth rate. J&J purchased orthopedic-device manufacturer DePuy in 1998, when DePuy had $900 million in revenues. By 2007, they had grown to $4.6 billion, also at an annual growth rate of 20 percent.

This acquisition strategy requires a disciplined approach by management in three dimensions. First, you must be willing to make investments early, long before your competitors and the market see the industry’s or company’s potential. Second, you need to make multiple bets and to expect that some will fail. Third, you need the skills and patience to nurture the acquired businesses.

Harder strategies

Beyond the five main acquisition strategies we’ve explored, a handful of others can create value, though in our experience they do so relatively rarely.

Roll-up strategy

Roll-up strategies consolidate highly fragmented markets where the current competitors are too small to achieve scale economies. Beginning in the 1960s, Service Corporation International, for instance, grew from a single funeral home in Houston to more than 1,400 funeral homes and cemeteries in 2008. Similarly, Clear Channel Communications rolled up the US market for radio stations, eventually owning more than 900.

This strategy works when businesses as a group can realize substantial cost savings or achieve higher revenues than individual businesses can. Service Corporation’s funeral homes in a given city can share vehicles, purchasing, and back-office operations, for example. They can also coordinate advertising across a city to reduce costs and raise revenues.

Size per se is not what creates a successful roll-up; what matters is the right kind of size. For Service Corporation, multiple locations in individual cities have been more important than many branches spread over many cities, because the cost savings (such as sharing vehicles) can be realized only if the branches are near one another. Roll-up strategies are hard to disguise, so they invite copycats. As others tried to imitate Service Corporation’s strategy, prices for some funeral homes were eventually bid up to levels that made additional acquisitions uneconomic.

Consolidate to improve competitive behavior

Many executives in highly competitive industries hope consolidation will lead competitors to focus less on price competition, thereby improving the ROIC of the industry. The evidence shows, however, that unless it consolidates to just three or four companies and can keep out new entrants, pricing behavior doesn’t change: smaller businesses or new entrants often have an incentive to gain share through lower prices. So in an industry with, say, ten companies, lots of deals must be done before the basis of competition changes.

Enter into a transformational merger

A commonly mentioned reason for an acquisition or merger is the desire to transform one or both companies. Transformational mergers are rare, however, because the circumstances have to be just right, and the management team needs to execute the strategy well.

Transformational mergers can best be described by example. One of the world’s leading pharmaceutical companies, Switzerland’s Novartis, was formed in 1996 by the $30 billion merger of Ciba-Geigy and Sandoz. But this merger was much more than a simple combination of businesses: under the leadership of the new CEO, Daniel Vasella, Ciba-Geigy and Sandoz were transformed into an entirely new company. Using the merger as a catalyst for change, Vasella and his management team not only captured $1.4 billion in cost synergies but also redefined the company’s mission, strategy, portfolio, and organization, as well as all key processes, from research to sales. In every area, there was no automatic choice for either the Ciba or the Sandoz way of doing things; instead, the organization made a systematic effort to find the best way.

Novartis shifted its strategic focus to innovation in its life sciences business (pharmaceuticals, nutrition, and products for agriculture) and spun off the $7 billion Ciba Specialty Chemicals business in 1997. Organizational changes included structuring R&D worldwide by therapeutic rather than geographic area, enabling Novartis to build a world-leading oncology franchise.

Across all departments and management layers, Novartis created a strong performance-oriented culture supported by shifting from a seniority- to a performance-based compensation system for managers.

Buy cheap 

(HA>Timing is eveything when cuttingM&A deals, I could not emphsize how critical this is when it comes to creating economic value for shareholders.  This is precisely why now it is time to make acquisitions especially for small to medium size businesses targeting companies in Europe which what most Asian and Middle Eastern firms have been doing)

The final way to create value from an acquisition is to buy cheap—in other words, at a price below a company’s intrinsic value. In our experience, however, such opportunities are rare and relatively small. Nonetheless, though market values revert to intrinsic values over longer periods, there can be brief moments when the two fall out of alignment. Markets, for example, sometimes overreact to negative news, such as a criminal investigation of an executive or the failure of a single product in a portfolio with many strong ones.

Such moments are less rare in cyclical industries, where assets are often undervalued at the bottom of a cycle. Comparing actual market valuations with intrinsic values based on a “perfect foresight” model, we found that companies in cyclical industries could more than double their shareholder returns (relative to actual returns) if they acquired assets at the bottom of a cycle and sold at the top.3

While markets do throw up occasional opportunities for companies to buy targets at levels below their intrinsic value, we haven’t seen many cases. To gain control of a target, acquirers must pay its shareholders a premium over the current market value. Although premiums can vary widely, the average ones for corporate control have been fairly stable: almost 30 percent of the preannouncement price of the target’s equity. For targets pursued by multiple acquirers, the premium rises dramatically, creating the so-called winner’s curse. If several companies evaluate a given target and all identify roughly the same potential synergies, the pursuer that overestimates them most will offer the highest price. Since it is based on an overestimation of the value to be created, the winner pays too much—and is ultimately a loser.4

Since market values can sometimes deviate from intrinsic ones, management must also beware the possibility that markets may be overvaluing a potential acquisition. Consider the stock market bubble during the late 1990s. Companies that merged with or acquired technology, media, or telecommunications businesses saw their share prices plummet when the market reverted to earlier levels. The possibility that a company might pay too much when the market is inflated deserves serious consideration, because M&A activity seems to rise following periods of strong market performance. If (and when) prices are artificially high, large improvements are necessary to justify an acquisition, even when the target can be purchased at no premium to market value. Premiums for private deals tend to be smaller, although comprehensive evidence is difficult to collect because publicly available data are scarce. Private acquisitions often stem from the seller’s desire to get out rather than the buyer’s desire for a purchase.

By focusing on the types of acquisition strategies that have created value for acquirers in the past, managers can make it more likely that their acquisitions will create value for their shareholders.

I would love to hear about your M&A deals; Does your experience align with the conclusions above?
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Sunday, July 04, 2010

How to Build Winning Alliances

If you are a corporate executive or a small business owner, alliances are even more instrumental to your economic success. In a business world that is increasingly global, volatile, and fast, alliances have become a more and more prominent aspect of business strategy, but many executives still aren’t paying enough attention.

Too often, firms enter into business with the wrong partner or for the wrong rationale, and they end up regretting the decision. An alliance may look great on paper but cultural differences between the parties or misaligned expectations can end the relationship sooner than later.

Here's how you can develop eduring alliances by focusing on three crtical success factors:

1. Selecting the Partner:

I have been deal-making for over 15 years in different geographies with companies of various sizes and I can’t emphasize enough the following:

Understand clearly why you need a partner – to access new clients, markets, technology, capabilities.

Determine the tradeables – for a sustainable alliance, both firms must benefit from it. You need to be able to articulate what your firm will uniquely trade in return for the other firm’s assets or capabilities.

Investigate your partner candidates - You should always choose the one with most balanced tradeable picture and best reputation possible. You will never get a second chance to make a good first impression.

Remember to invest as much of your time in selecting the right partner upfront. It is not companies that do business but it is the people!

2. Making the Deal:

Once you have selected the right partner, it is always a good idea to put everything in writing. In my experience, this is the most mechanical step in the process. However, you should always plan for an exit in a meaningful timeframe in any alliance.

Discuss and agree upon the arrangement - determine the scope of the partnership; goals, roles, and responsibilities for each party along with key milestones and other details; rules for intellectual property and financial arrangements.

Ensure line of business accountability upfront – If you work for a large firm, it is always a good idea to involve a sponsor now from a line of business who will be held operationally accountable for the success of the alliance. A best practice deal should include financial and operational targets that are tangible and trackeable.

Hire a great lawyer – You are inking the deal for the bad times. Recruiting the best lawyer you can afford could make a big difference if things go sour with your new partner.

3. Managing the Alliance:

New partners often find it difficult to work together especially in the early days of the relationship. There are several critical success factors to maximize the economic returns from the alliance:

Meet and greet all your partners - As soon as the alliance is signed, plan a series of events to introduce every member of the partner within your company. Never underestimate the human element of face to face contact and relationships. Talk about the alliance and explain its purpose and how it will work.

Identify and communicate who will manage the alliance and how - As early as possible, you and your ally from the partner firm should discuss how often you will meet, what process and project plans you will oversee along with the key people, targets, due dates, key deliverables, control mechanisms, etc.

Select a sponsor - Your chances of success with partnering particularly a large company rests on your ability to recruit a champion for the relationship. Select a senior individual who is exceptionally motivated about the alliance who can evangelize the alliance and mobilize resources and dollars in the partnered firm on your behalf.

Secure quick wins early – Winning alliances deliver results early so both alliance sponsors can proudly communicate the economic value of the tradeables internally. Remember that both sponsors have taken a personal career risk as well. If you are partnering with a large firm, there will be many other alliances competing for resources, dollars and management time. This is the best way to get your firm higher on the priority list.

http://www.akbaspost.com/

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