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Summary:

After overseeing 75 acquisitions in seven years at Cisco in the 1990s, then-CSO Mike Volpi helped the company become a role model for tech M&A and an acquisition-as-growth strategy. In this two-part series, he reveals six ways companies can make sure their acquisitions create value.

the number six

the number sixWhen we began the mergers-and-acquisitions journey at Cisco in 1993, we had no idea what we were getting into. It was clear that there was a new category of products called “switches” that was threatening our leadership position in routing at the time. Our engineering team felt that they could build a better switching product based on Cisco’s existing technology foundation. But the venture community had funded a number of switching companies that were months if not years ahead of Cisco in the race to market. Instead of developing our own technology, we decided to buy Crescendo Communications, which turned out to be a huge success. The descendants of that Crescendo product line provide Cisco with in excess of $10 billion in revenue and rich profits today.

The truth is, we got a bit lucky. Historical data shows that the majority of acquisitions fail. The Crescendo acquisition didn’t, and we were encouraged, so we set ourselves on a path that eventually lead to 75 acquisitions over the next seven years. At its peak, these acquisitions collectively represented 50 percent of Cisco’s revenue. Along the way, we made a lot of mistakes and learned a lot of important lessons, but we were also fortunate to be held as one of the role models of tech M&A.

Today’s mega-companies — Facebook, Google, Groupon, Zynga, LinkedIn, Twitter, etc. — all face the same opportunity around M&A. And, in fact, the lessons that we painstakingly learned in the late ‘90s could well be applied in the current environment. The methodologies for acquisition-as-growth, as employed by Cisco, could be a template for a wide range of media and retail businesses that aspire to generate their next growth phase.

The first and perhaps most important principle of a scalable and repeatable M&A is that an acquisition is not an event but a process. Companies are like human beings. When trained in a given discipline, they perform incredibly well. You look at Roger Federer on a tennis court and you know he never makes a shot for the first time in his career. Everything he does has been practiced and honed before; it’s part of a larger process. Compare that to a hack like me who is likely to attempt 50 percent of his shots for the first time this weekend, and you can quickly predict the outcome of my game (along with a possible pulled hamstring). Corporations are the same way. If you ask them to do tasks they have not done before, the probability of a successful outcome is fleetingly small.

To avoid that pitfall in M&A, companies have to make a long-term commitment to many acquisitions. That way, the entire organization can learn and adapt to the strains of the process and eventually make it a core competence. Why not just hire experienced acquisition professionals? Prior experience undeniably helps, but since a company – and its DNA – are highly organic, an outsider will have difficulty engaging with the various parts of the organization. It is critical to develop a company-wide process over a series of transactions rather than relying on hired help.

Assuming that the company is committed to the multi-M&A process, there are six extremely important principles that underlie a successful acquisition strategy. I’ll address the first two here and the last four in my post tomorrow.

1. Keep principal objectives consistent

All too often, companies acquire for a hodge-podge of reasons: gaining market share, economies of scale, entering new markets, accumulating critical assets, fortifying weak product lines, ingesting talent, etc. Each one of these motives implies a different acquisition criteria, deal structure and integration process.

At Cisco, we were pretty clear that we wanted to enter new markets. We had a global and powerful distribution machinery (both direct and indirect). And we fundamentally believed that we could better leverage that distribution channel with a product portfolio than was broader than what our development organization could produce within the necessary timeframes. As a result, we bought lots of young companies with promising technologies or products. Since the acquired product portfolio was adjacent to the existing Cisco product lines, the sales teams were quickly able to expand to push the new additions to customers.

Furthermore, since Cisco had an advantage of a 10x or more distribution scale over the acquired company, the revenue from acquired sources would quickly increase post-integration.

2. Understand probability

No matter how good of an acquisition process you assemble, the odds are stacked against you that any given deal will succeed. Fundamentally, companies are not created to be bought or integrated. And, people — who are the core assets of most technology companies — often “review” their loyalty to an acquirer since it’s not the company they had originally chosen to join. At the same time, acquisitions can be enormously transformative when they work out correctly.

This draws an interesting analogy to the venture capital business. In most VC portfolios, a significant portion of investments simply don’t work out. In fact, historical data from one of our significant limited partners shows that 58 percent of invested capital returns less than 1x capital. Another 33 percent of investments yield modest returns (about 20 percent of the total return value). The magic comes from 9 percent of the fund’s invested capital, which produce outsized returns — 5x to 50x (or more) the original investment. These outliers make the VC asset class work.

Acquisitions, on the other hand, are generally viewed as deals that cannot fail. As such, acquirers tend to be risk-averse about the companies they buy and what they pay for them. Rather than looking at acquisitions as a portfolio, acquirers look at them as individual events. So long as that perspective is applied, the technology acquisition game doesn’t work well. It’s only when you assume a certain failure rate to be the norm and believe in the occasional massive success that the probability and expected value equation begin to work in your favor.

My good friend Andy Rachleff, who was a founder of Benchmark Capital and is now the CEO of Wealthfront and teaches at the Stanford Graduate School of Business, has collected a set of data that reveals the similarities between the hit-driven returns of the VC business and the serial acquisition strategies of eBay and Cisco in the ‘90s and 2000s.
Chart comparing investment to return for VC, eBay, and Cisco

Simply put, 10-15 percent of the capital deployed via acquisition yields 70-90 percent of the value creation. As this chart clearly shows, a significant number of acquisitions don’t directly contribute to the value creation. But the ones that do have huge impact.

In my next post, I’ll look at four other key principles of a successful acquisition strategy.

Mike Volpi is a partner in the London office of Index Ventures. He joined Cisco as Senior Vice President and General Manager of the Routing and Service Provider Technology Group and also served as the company’s Chief Strategy Officer. He would like to extend a special thank-you to Andy Rachleff who helped develop and articulate a number of these principles at a breakfast we had a few years ago.

Image courtesy of Flickr user .Martin.

  1. Thanks for an insightful piece Mike. I look forward to reading the second part. I am working for a portfolio company of a very successful private equity firm that only invests in mature enterprise software companies. One of the core tenets of our strategy is to upsell into our client base. I certainly concur with your point to look for accretive M&A targets that presents opportunities to sell into existing clients and channels. Cisco is certainly a leader in tech M&A space and these are great lessons to learn.
    http://www.techceo.wordpress.com

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  2. Steve Chung Sunday, May 22, 2011

    Mike,
    Good summary of old-world Cisco when they indeed had great success in M&A. One thing you may have not noticed is in the Customer Advocacy side of tbe world when I was working as TAC engineer, I fondly remember that on every new product acquired as part of M&A, the bug database of the new conpany integrated to Cisco’s bug database such that we were able to support the new product during trch support. And as part of a well tuned process, TAC engineer was trained on the new product and call centre made arrangement to ensure that any customer calling in or emailing a support question with a keyword

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  3. Ironic that someone from cisco, which is often cited as a case study in failed m&a with microsoft, should be going best practices on m&a.

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  4. Thank you for the well articulated summary of Cisco’s M&A process.

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  5. livinonprayer Sunday, May 22, 2011

    Great article to begin with. Part II was more interesting. One thing that stuck was, that in my opinion, old school M & A is out of the window. Few days back, Microsoft made a play on Skype for $8.5 billion. I am not sure what principle it followed. If user base is what Microsoft was aiming for, then they succeeded. In hindsight – $8.5 billion dollar might be good in long run – but the point is who knows? I am not sure what Cisco was thinking when they bought Flip? Was Flip the best product to get in to Consumer market? Another puzzling investment is Intel’s McAfee.
    There are many instances where I bet, even the companies making the decision throws the principles out of the window in dire straits.

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  6. Why did Cisco buy Cerent and Stratacom? Cisco gave away a huge chunk of the equity to buy those two entities?

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    1. Cisco’s acquisition of stratacom was quite important. Cisco had great ISP presence at the time, but not in the true Telco business – which was ATM dominated. Stratacom put Cisco on the map with Telcos. Cerent was a major play in the then-hyped optical segment. Cisco did pay top dollar for Cerent, but remember, Cisco paid in stock – which at the time was probably more than $60/shr. So, not as dilutive as you might imagine.

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  7. Looking forward to your next post!

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  8. Food for thought…

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