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Build Versus Buy - A Merger and Acquisition Strategy for Information Technology Companies

As a Merger and Acquisition advisor, webelieve that model could also be applied to
regularly dialogue with the top executives ingreat advantage in the Information Technology
the information technology industry. We haveindustry. The giant networking company, is a
to chuckle when we reach a decision makerserial acquirer of companies. They do a
with a large IT company and he says, "We havetremendous amount of R&D and organic product
a corporate policy that we do not buydevelopment. They recognize, however, that
companies." Does this guy read the industrythey cannot possibly capture all the new
publications? Is his company's developmentdevelopments in this rapidly changing field
group that good? Does he understand the firstthrough internal development alone.Cisco
mover advantage or window of opportunity?Weseeks out investments in promising, small,
have gotten past the dizzying array oftechnology companies and this approach has
Internet product introductions, but the pacebeen a key element in their market dominance.
of technology introduction has again returnedThey bring what we refer to as smart money to
to robust levels. Any large company thatthe high tech entrepreneur. They purchase a
feels it can keep pace with this forceminority stake in the early stage company
through internal development efforts alone iswith a call option on acquiring the remainder
headed down the path of extinction.Almostat a later date with an agreed-upon valuation
everyone will agree that informationmultiple. This structure is a brilliantly
technology will be a primary driver ofelegant method to dramatically enhance the
controlling costs in U.S. industry.risk reward profile of new product
Technology is our answer to remainingintroduction. Here is why:For the
competitive in this world economy. A greatEntrepreneur:1. The involvement of Large IT
deal of the technology development is comingInvestor - resources, market presence, brand,
from small, entrepreneurial, nimble, lowdistribution capability is a self fulfilling
overhead companies.There is, however, a hugeprophecy to your product's success. The halo
paradox in the market. The institutionalof the big secure company helps you cross the
buyers of technology are relativelychasm to the conservative majority
conservative late adapters. This preventsinstitutional customer.2. For the same level
the expected innovation and commercialof dilution that an entrepreneur would get
success that should naturally follow thefrom a venture capital, angel investor or
innovation and passion of these smallprivate equity group, the entrepreneur gets
technology innovators.These entrepreneursthe performance leverage of "smart money."
respond to a market need and achieveSee #1.3. The entrepreneur gets to grow his
encouraging initial success from the earlybusiness with Large IT Investor's support at
adopters. They soon hit the wall and are nota far more rapid pace than he could alone. He
able to "cross the chasm" from a small groupis more likely to establish the critical mass
of early adaptors to general marketneeded for market leadership within his
acceptance from the conservative majority.industry's brief window of opportunity.4. He
There is little economic value created whengets an exit strategy with an established
good technology is in the control or avaluation metric while the buyer/investor
failing company and the technology neverhelps him make his exit much more
reaches broad acceptance.Most of thelucrative.5. As an old Wharton professor used
blockbuster new products are the result of anto ask, "What would you rather have, all of a
entrepreneurial effort from an early stagegrape or part of a watermelon?" That sums it
company bootstrapping its growth in a veryup pretty well. The involvement of Large IT
cost conscious lean environment. Think ofInvestor gives the product a much better
some of the new developments from companiesprobability of growing significantly. The
like Google. The big companies, with allentrepreneur will own a meaningful portion of
their seeming advantages have a very higha far bigger asset.For the Large IT
internal cost structure for new productInvestor:1. Create access to a large funnel
introductions and the losses resulting fromof developing technology and
those failures are substantial.Don't get meproducts.2. Creates a very nimble, market
wrong, there were hundreds of failures fromsensitive, product development or R&D
the start-ups as well. However, the failurearm.3. Minor resource allocation to the
for the edgy little start-up resulted inautonomous operator during his "skunk works"
losses in the $1 - $5 million range. The samemarket proving development stage.4. Diversify
result from an industry giant were often intheir product development portfolio - because
the $100 million to $250 million range.Forthis approach provides for a relatively small
every Yahoo or Ebay there are literallyinvestment in a greater number of
hundreds of companies that either flame outopportunities fueled by the entrepreneurial
or never reach a critical mass beyond a loyalspirit, they greatly improve the probability
early adapter market. It seems like theof creating a winner.5. By investing early
mentality of these smaller business ownersand getting an equity position in a small
is, using the example of the popular TV show,company and favorable valuation metrics on
Deal or No Deal, to hold out for the $1the call option, they pay a fraction of the
million briefcase. What about that logicalmarket price to what they would have to pay
contestant that objectively weighs the factsif they acquired the company once the product
and the odds and cashes out for $280,000?Ashad proven successful.Dave Kauppi is a
we contemplated the dynamics of this market,business broker and President of MidMarket
we were drawn to a merger and acquisitionCapital. We help business owners with all
model that is used in the networkingaspects of Mergers and Acquisitions.
technology market by Cisco Systems. We



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