Category Archives: autonomy

Will Oracle or IBM Start a Bidding War with HP over Autonomy?

I’ve heard a fair bit of discussion about whether IBM or Oracle is likely to step in and start a bidding war for Autonomy which HP last week announced that it will buy for $42.21 per share, or $10.2B, as discussed last week in Kellblog when the rumors first surfaced.

My opinion — and this is an educated guess / speculation only — is that the answer is no.  Here’s why:

  • I’m told by those who’ve analyzed the deal that it is a very target-friendly deal on contractual terms as well as price.  HP wants this deal to happen.
  • I’m also told that HP is moving through the acquisition process with great speed.  HP wants this deal to happen.
  • I’m also told that HP is messaging that the deal is not just about buying into unstructured data but also about getting Autonomy’s CIO-level relationships that are supposedly superior to HP’s.  While I’m not sure that Autonomy has great CIO relationships (think:  “let Jimmy here tell you how much you’re going to pay next year”), that’s not the point.  The point is if that HP believes it, the deal becomes about protecting the core as much as about expanding into software which again would suggest that HP wants this deal to happen.
  • Because HP wants the deal to happen, I suspect the deal was not shopped and the first Oracle or IBM heard about it was the announcement.  If that’s true, then they didn’t get a chance to bid (and/or not bid) before the deal was announced.  But if that’s true, HP had to offer a market-clearing price such that Autonomy could accept the deal without shopping it.  That’s how you get a 70% premium to the market.
  • Oracle can move quickly.  The biggest reason that I think Oracle will not start a bidding war is that they haven’t already.
  • I’m told that Oracle investor relations is making comments along the lines of  [not verbatim] “if we were worried about Autonomy as a competitor, we couldn’t think of a better place for it to land than HP.”  And my guess is they believe that.   I suspect Oracle is more bummed about Clearwell slipping away (a leading pure-play e-discovery solution) than it is about a mini-me of document-oriented solutions (i.e., Autonomy) with a mere $250M/quarter spanning numerous categories including enterprise search, web content management, e-discovery, and digital archiving with over 40 products in a product line built through inorganic growth.
  • If either Oracle or IBM cared about a document-oriented, unstructured data platform, they could acquire other companies (e.g., MarkLogic!?)  for a lot less than $10B.  If they care about enterprise search, they could buy one of many small vendors in that space or put (more) wood behind Lucene and Solr.  They already have offerings in web content management and e-discovery.  The key point is that if you de-construct Autonomy, Oracle and IBM either already have or could easily buy each of the pieces.  Buying them all-in-one at discount?  Maybe.  At $10B for the starting bid?  Methinks not.

I’ve been wrong before and I’ll be wrong again, but I just have a lot of trouble seeing a bidding war on this deal.  It reminds me of the Sun / MySQL deal where a hardware company paid a hefty multiple for a deal they decided is absolutely strategic to their future.   You usually don’t get bidding wars on those because the purchaser precludes them by offering a market-clearing price.  And $10B for Autonomy strikes me as a market-clearing price.

HP Rumored To Be Buying UK’s Autonomy for $10.2B

Just a quick post to share the widely published rumors that HP is in discussions with Autonomy over an acquisition estimated to be about $10B.

Some quick thoughts on this:

  • It’s a great deal for Autonomy, price-wise.  Today’s market cap was £3.5B or $5.8B so it seems to represent a 71% premium to the market, if I’m doing the math correctly.  2Q11 revenues were $256M, so call it a $1B run-rate, which means the deal is proposed at 10x run-rate revenues.  That’s expensive for a company growing revenue at 16% year/year, but then again, Autonomy is very profitable with 45% operating margins, and they say that 62% of IDOL revenues are now done on a recurring model.  (Note:  recent Iron Mountain deal included in these numbers on a stub period basis only.)
  • Ever since Autonomy bought Verity, I have viewed them as a finance company dressed in (meaning-based) technology company clothing.  This seems a happy ending for that finance company.
  • Autonomy the finance company may have been running out of companies to buy on their buy-cheap and crank-the-recurring revenues model that worked so well for Verity, Zantaz, and probably the Interwoven acquisitions.  (It takes a pretty specific profile to make that strategy work:  big installed base, recurring revenue model, and a cheap stock price.)  To me, Autonomy seemed all dressed up with nowhere to go.  They sold about $800M worth of bonds in February, 2010, presumably to make a big acquisition and then did little or nothing until paying $380M for Iron Mountain’s digital assets in March, 2011.
  • HP wants to get more into the software business and, given the massive consolidation of the past decade, there aren’t that many $1B companies to buy.  At some point, they will probably acquire a mega-vendor (e.g., SAP), but the Autonomy deal might be a nice warm-up to that.
  • Autonomy stock was nevertheless off 8% on the day.

Quick Take on the Dassault Systèmes Acquisition of Exalead

Today, in what I consider a surprising move, French PLM and CAD vendor Dassault Systèmes announced the acquisition of French enterprise search vendor Exalead for €135M or, according to my calculator, $161M.  Here is my quick take on the deal:

  • While I don’t have precise revenue figures, my guess is that Exalead was aiming at around $25M in 2010 revenues, putting the price/sales multiple at 6.4x current-year sales, which strikes me as pretty good given what I’m guessing is around a 25% growth rate.  (This source says $21M in software revenue, though the year is unclear and it’s not clear if software means software-license or software-related.  This source, which I view as quite reliable, says $22.7M in total revenue in 2009 and implies around 25% growth.  Wikipedia says €15.5M in 2008 revenues, which equals exactly $22.7M at the average exchange rate.  This French site says €12.5M in 2008 revenues.  The Qualis press release — presumably an excellent source — says €14M ($19.5M) in 2009 revenues.  Such is the nature of detective work.)
  • I am surprised that Dassault would be interested in search-based applications, Exalead’s latest focus.  While PLM vendors have always had an interest in content delivery and life-cycle documentation (e.g., a repair person entering feedback on documentation that directly feeds into future product requirements) , I’d think they want to buy a more enterprise techpubs / DITA vendor than a search vendor to do so as in the PTC / Arbortext deal of 2005.  Nevertheless, Dassault President and CEO Bernard Charlès said that with Exalead they could build “a new class of search-based applications for collaborative communities.”  There is more information, including a fairly cryptic video which purports to explain the deal, on a Dassault micro-site devoted to the Exalead acquisition, which ends with the phrase:  search-based applications for lifelike experience.  Your guess as to what that means is as good as mine.
  • A French investment firm called SCA Qualis owned 83% of Exalead steadily building up its position from 51% in 2005 to 83% in 2008, through successive rounds of €5M, €12M and €5M in 2005, 2006, and 2008 respectively.  This causes me to question the CrunchBase’s profile that Exalead had raised a total of $15.6M.  (You can see €22M since 2005 and the company was founded in 2000.  I’m guessing there was $40M to $50M invested in total, though some reports are making me think it’s twice that.)
  • The prior bullet suggests that Qualis took $133M of the sale price and everybody else split $27M, assuming there were no active liquidation preferences on the Qualis money.
  • Given the European-focus, the search-focus, and the best-and-brightest angle (Exalead had more than its share of impressive grandes écoles graduates), one wonders why Autonomy didn’t end up owning Exalead, as opposed to a PLM/CAD company.  My guess is Autonomy took a look, but the deal got too pricey for them because they are less interested in paying up for great technology and more interested in buying much larger revenue streams at much lower multiples.  In some sense, Autonomy’s presumed “pass” on this deal is more proof that they are no longer a technology company and instead a CA-like, Oracle-like financial consolidation play.  (By the way, there’s nothing wrong with being a financial play in my view; I just dislike pretending to be one thing when you’re actually another.)
  • One wonders what role, if any, the other French enterprise search vendor, Sinequa, played in this deal.  They, too, have some great talent from France’s famed Ecole Polytechnique, and presumably some nice technology to go along with it.

Here are some links to other coverage of the deal

Five Rules for Competing with Giants

I’ve spent my career competing, for the most part successfully, against companies from 10 to 1,000 times bigger than my own.  Thus, over the years, I’ve developed some rules that can help maximize your odds of success when competing against giants.

  • Concentrate force.  The easiest way to be bigger than your competitor is to focus.  While Oracle was around 100x our size when I joined Business Objects,  our BI team was bigger than theirs; in 1995, we had nearly 300 people who did nothing but BI.  Focus can be about either product or market.  At Mark Logic, I believe that Endeca is around 2-3x our overall size, but by my estimation Mark Logic is 3-4x bigger than they are in our core markets of media and government.  While Autonomy is more than 10x our overall size, I believe that we may be bigger  in media and government (for relevant use-cases), and I’m nearly positive that we’re bigger in the dead center of our markets:  STM in publishing and intelligence in government.  Focus is hard because there are always people who are more obsessed with the opportunities you’re not pursuing than with those you are, so have a clear sense of your growth goals, decide rationally if you can meet them with your chosen focus areas, and then jettison those who can’t get with the focus program.
  • Be the best.  I like to say that no sane person wants to buy software from a startup.  Most IT folks sleep much better at night buying from the mega-vendors, even if they feel like they’re getting gouged on price.  People buy from startups not because they want to, but because they have no choice.  How can you give people no choice but to buy from you?  Solve one problem better than anyone else in the world.  Those are easy words to say, but they’re very hard to do.  Ask yourself:  what is the one problem that we can really solve better than anyone else in the world.  That’s what the VC cliché “world class” means.  Most startups aren’t honest with themselves in this department; they tell themselves white lies about where they can realistically be the best.  The result is they overextend and end up with three or more mediocre products instead of one great one.  Sometimes this is driven by greed for more addressable market; sometimes it’s driven by fear and the desire for diversification.  Remember the Andrew Carnegie quote:  put all your eggs in one basket and then watch the basket.
  • Split pins.  Most technology strategists are familiar with Geoffrey Moore‘s “bowling alley” model which says that startups should view markets as bowling pins, using one market to knock down the next.  This model encourages startups to skip through markets hastily, like American travelers skipping through countries in Europe (e.g., If this is Tuesday, it must be Belgium).  Instead of skipping pins, startups should split pins.  Without sounding too cosmic:  look for micro-alleys within bowling pins.  When I started at Mark Logic, I thought “publishing” was a pin and that all publishers were basically the same.  When I focused on publishing and looked not just for similarities among publishers but also differences between them, I learned that STM, education, news, market research, credit/financial, legal, trade, and B2B publishers were all different.  I like to say that all beagles look the same unless, of course, you’re a beagle.  By splitting pins instead of skipping them, you learn more about your customer’s needs, can serve them better, and — best of all — typically discover that the market you were about to skip over is about 10-100x bigger than you originally thought.
  • Hire stars.  Giant-fighting startups are not places for the weak or mediocre.  You need a team of aggressive, high-energy people who understand the mission and are ready to make the sacrifices required to win.  High-growth startups are lousy places to learn on the job.  That’s why the VC model gives nice chunks of equity to experienced managers with safe jobs in big companies.  They want to lure them into the startup and compensate them for the risk in so doing.  In the end, VC’s are not risk takers; they are risk eliminators.  They try to isolate all risk to the fundamental innovation and do so by setting every other lever of the business to standard. (See Chris Dixon’s recent post, Don’t Be Creative About the Wrong Things, for more.)  That’s why you need to build an A-team and be sure the people on it are scaling with the company.  Rest assured, even if you’re not asking the “can they scale” question about your team, the board is asking it about you.
  • Work together.  I’ve seen too many startups with divisive, prima-donna-laden cultures where staff meetings devolve to finger-pointing contests.  “I was the top salesperson at SAP and I can’t sell this stuff unless it works.”  “Well, I was the smartest guy at Harvard and my technology is so wonderful that a monkey could sell it.”  On and on.  This doesn’t work.  When you’re competing with giants you need the extra advantage that comes from brilliant people — working together — to solve problems.  All of us, when working in a functional group, are indeed smarter than one of us.  It took years to get this lesson through my head.  I first got it doing an exercise at a leadership program where each individual rank-ordered a list of items required for wilderness survival.  Then we broke in about 8 groups of 6 and re-did the exercise.  The worst group score beat the best individual’s score, and one of the individuals was a Brigadier General in the US Army.  Years later I discovered The Wisdom of Crowds and learned it again.  While it may sound hokey, teamwork is an amplifier of talent.  That’s why All-Star teams don’t do well in sports:  while each individual may play superbly; they just don’t play together.

Google and Autonomy Spat, Round II

Autonomy and Google are at it again. Per this InformationWeek story:

For the second time in six months, Google has publicly challenged a white paper from enterprise search rival Autonomy, claiming the latest document contains “significant inaccuracies.”

For customers with demanding needs, the Google appliance lacks the necessary security and connectivity models,” Mike Lynch, chief executive of Autonomy, said in an emailed statement. “It is not possible to make successful high-end enterprise search solutions without mapped security and productized connectors to repositories.”

I’ve not yet had time to dig into the detail of this, so I’m sharing it more as a news item for now and will — if it proves interesting — come back with analysis later.

Google’s rebuttal is here on the Google Enterprise blog.

My free PR advice for Google is to avoid a spat and simply create a low-key white paper that responds to any claims they believe are incorrect. In my experience, in PR wars the big guy never wins. Sometimes the little guy wins. Sometimes both companies lose. So when you’re the leader the best strategy is not to fight. Much as you want to.

Autonomy Hires Fast's Convera Guys. Huh?

Things are sure crazy in enterprise search.

  • First, Verity forgets to invest in product innovation for several years, leaving themselves open to a general market-share assault and subsequent acquisition by Autonomy — a company less than one-half Verity’s size at the time they acquired them. That’s rare. (See here for more.)
  • Then Convera decides that the only thing that it knows how to do (sell search inside government) isn’t worth doing and, in response, amazingly sells off the part of their business that accounts for 93% of their revenues. That’s rarer. (See this post: Honey, I Shrunk the Company).
  • Then Fast announces its intention to acquire Convera’s $2.6M/quarter Retrievalware business for $23M. Paying 2.3x revenues for a business shrinking at nearly 30% is pretty rare, too. Normally, using my rules of thumb, a flat $2.6M/quarter business might be worth $10M (i.e., 1x revenues). A shrinking one might be worth half that.

If things work out as it appears:

  • Fast will end up with Convera’s technology
  • Autonomy will end up with Convera’s people

Since it’s hard to support the technology without the people (see my post on the Oracle/SAP lawsuit here), and since neither company is US-owned, that should make Convera’s largely defense and intelligence customers pretty sketchy on the whole affaire.

Combine this chaos with:

  • The Government’s desire to use XML as an open and standard format.
  • The Intelligence Community’s desire to use XML enrichment technologies to create richer and richer markup
  • XQuery’s ability to express powerful queries in a high-level fashion against that markup
  • MarkLogic’s ability to process complex XQueries against large contentbases with high-performance

And all roads seem to point in MarkLogic’s direction.