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M&A Roundtable: Indian startups are breaking through

M&A activity in the Indian startup ecosystem has, for a long time, remained fairly nascent. Relatively small exits, averaging $10-15M, are commonplace in India. But things are changing, and with India being the third largest startup ecosystem in the world, Silicon Valley giants are beginning to pay more heed to the entrepreneurs and IP emerging from India.

On January 23, 2015, the iSPIRT M&A Connect Program hosted a Corp. Dev. and M&A Roundtable in Palo Alto. Attendees included corporate development, M&A and senior business unit folks from several key companies including Google, Yahoo, Twitter, Cisco, Intel, Box, LinkedIn, Intuit, etc. the event was coordinated by Sanat Rao (Partner, iSPIRT) and Roxna Irani (Associate, iSPIRT).

Neeraj Arora (VP, Corporate Development – Whatsapp) was the keynote speaker, talking about his experience with the Facebook acquisition, key learnings and challenges he faced while closing the $22B deal with the tech giant. He repeatedly highlighted the importance of trust that the Facebook team built out with the Whatsapp team over the course of multiple years before the acquisition that eventually led to an extremely seamless process. He also emphasized the element of trust that a startup must establish with a potential acquirer, because nothing is more appealing to an acquirer than a startup’s commitment to their specific relationship. (So there’s monogamy in M&A too!)

M&AConnectAfter an interactive session with Neeraj, we had a candid discussion with the Corporate Development attendees about their experiences acquiring Indian startups. The Yahoo and Twitter corp dev folks shared the key learnings from their recent M&As in India. Here are some takeaways for us in the Indian software product industry and for the next acquirers of Indian startups:

  • Visible benefits when the target is a US entity. Given legal complexities, the difference in time and effort to close a deal with a US acquirer can vary substantially based on the legal domicile of the company. Recurring piece of advice of new startups is to register as a Delaware C-Corp.
  • Acquisitions in India take time. Beyond geographic complexities, there are a couple of other reasons responsible. For one, communication can sometimes be ‘lost-in-translation’, so legal agreements with an Indian and a US counsel, with different laws and legal terminology, can often demand more fine-tuning than normal. Other times, key stakeholders may require more engagement and disclosure that demands resources. Whatever the reason, the general idea is to expect, and actively manage, longer cycles.
  • Acquirer confidence in the core leadership of a startup is crucial. Acquirers often expect a strong management team to hire equally strong employees, so they see high quality leadership as a validation of high quality team and product. This is especially true in the case of Indian startups.
  • Acquirers are looking for guidance on how to traverse the Indian ecosystem. India is a new market for a lot of overseas acquirers. A recurring request was for a “playbook” that would highlight the process and differences of doing an acquisition in India. This would include items as simple as list of top colleges in India to give acquirers context of pedigree, to employee attitude towards compensation (cash vs. equity breakdown), to examples of standardized termsheet terms and details.

M&A onnect - Roxna Irani
The iSPIRT M&A RoundTable started 2015 with a bang. The year will be a pivotal one for tech startups in India and the iSPIRT M&A Connect Program is excited to accelerate the pace of change. With all the “Virtual Mandates” received from the Silicon Valley companies, we will make carefully targeted introductions to the Business Exchange Associates. And with a higher quality of interactions, we hope to make much a larger impact to corporates and startups alike..

Exciting times ahead… stay tuned!

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M & A Connect Roundtable on Structuring and M&A

Couple of key points that emerged during recent acquisition of startups have been issues related to structuring of the company.  Anil Advani of Inventus Law walked us through these issues in a roundtable organized by iSPIRT M & A connect program at the Microsoft Accelerator venue.

IMG_0553Many key aspects such as taxation (especially in the context of Singapore), seed funding, liabilities, ease of the process, ESOP and stock plans need to be considered, while deciding the location of incorporation .

Some key conclusions:

  • If you are a fresh company starting out and your scope is global, it is a no-brainer. Just go ahead create a US entity (Delaware C-Corp) with a fully owned Indian subsidiary.
  • The only companies who shld consider Singapore are those looking only at the India / South-East Asia market.
  • If there is an existing company with venture funding which needs to be flipped, there is more work involved since the cap table needs to be mirrored in the US Company.  The earlier you decide to flip, the better
  • If there is formal IP ownership in India, it gets more complex and several factors need to be considered before deciding to flip.

IMG_0552Some basic Q&A

1) How many people are needed to register a company.

Answer:    One.

2) Do you need a US citizen to register in the US ?

Answer:   No. A Social Security Number and bank account is needed and that can be obtained very easily in short time.

3) How much does it cost?

Answer:  Under 500 dollars from a US bank account with the money earned in US. There are legal processes to make this happen.

4) How long does the process take

     Answer:  Incorporating a Delaware C-Corp is pretty simple,      especially for an early stage company. Paperwork can be         completed in less than 1 day

This blog is too small to cover details and I would encourage folks to contact Sanat Rao, Partner (M&A) from iSPIRT for further details of company structuring.

(Refer to the Freshdesk blog for more insights )

 

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M&A: Why small exits matter? The big value of small exits (#iSPIRT-OEQ)

iSPIRT Open Ecosystem Questions(OEQ) Series.  The conversation around this exciting session was lead by Sanat Rao (iSPIRT) and the speakers were Jay Pullur (Pramati Technologies), Sanjay Shah (Invensys Skelta), Pari Natarajan (Zinnov), Karthik Reddy (Blume Ventures) & Vijay Anand (The Startup Centre).

Sanat initiated the conversation with an observation that it was only the bigger exits that are picked up by the media. Smaller exits do not get any media attention at all. , We all hear about the big bang “home runs”:   WhatsApp sold for 19 billion USD to Facebook, Google acquires Nest for 3.2 billion USD, etc.     However, studies show that 65% of VC funded companies in the US return 0-1x to their investors.    Even among the remaining 35%, the exit valuations are relatively small:   since 2010, the average M&A deal size in the US/Israel is 100 million USD.  Only a small 0.1% of VC-funded companies are home runs (50X returns).  And not just in India. In Israel too, from 2010-14, out of the 88 exits, two deals on Viber and Waze accounted for a whopping 25% of the total M & A value.

Given these statistics, why do we promote the myth of a multi-billon $$ exit?  Why don’t we recognize the value of these smaller exits?   Should we not be promoting and helping product startups to find an exit at an earlier point in their lifecycle, rather than treating these exits as a worst case scenario?

Jay Pullur, Founder of Pramati Technologies added that startups must understand and provide an exit plan to investors. Given the risks involved in investing in startups, it is natural for investors to expect lucrative returns. There is no point in them investing in startups, which are riskier investments, if the returns are as much as they would get from a bank Fixed Deposit. Given the fact that only a handful of companies can go public, M&A is an alternative to providing liquidity and exit to investors. M&A also allows employees with ESOPs to monetize their stock.

Karthik Reddy, Managing Partner at Blume Ventures, pointed out that there is a consistency in all top-performing funds. However, the bizarre statistic is that only 4-5-6 companies deliver majority of the returns even in high-performing funds. “There is a classic conundrum that plays here – can you systematically look at reasonable sized exits or go for the homerun. The curse of the VC system is to play for the homerun”.

He added, “At Blume, we look at things differently. For the right deals, we do consider smaller mergers and acquisitions. Though they do not move the needle significantly, it brings much needed cash back into play which we can either invest in other ventures or use that to provide follow-on capital to better performing ventures. Also, the talent gets absorbed in a big company or some of your own portfolio companies.” Karthik’s view is that as an investor, helping under-performing or weak companies find exits and placing the founders and teams with other companies creates a bond and relationship. I.e. when a strong team whose current company doesn’t do well and starts up again, they should consider the fund to invest in their new venture too. In an environment where good teams are hard to find, relationships built even during challenging circumstances can be a big asset.

Karthik’s observation is that Indian buyers/acquirers are stingy and skeptical in buying assets.

The panel also mentioned Paul Graham’s (of Y-combinator) view that for every big exit there are a multiple smaller exits. The smaller exits feed the bigger one.

Smaller exits have a multiplying effect on the entrepreneurial ecosystem –

Sanjay Shah explained that he has had three exits – one was a small exit but it was a good exit since they have not raise external funds; the second one was a good exit but as they had raised a lot of money it was not very meaningful for the investors. However, the third one was very fulfilling. A rather small round of money was raised, and with very few members of the team they were able to create wealth for everyone, including the employees because of the value of the ESOP’s. Interestingly, three other companies were created with their old business, which revalidated the culture of entrepreneurship. Therefore, smaller exits are important as they have a multiplying effect. Sanjay mentioned that he himself is starting up again.

Jay was asked the tricky question – when do we know when to exit? His reply was very simple – the entrepreneur and the investor – who are involved deepest, know it. They know that they are not in an airplane but a rocket J. You know when you are zooming; the market is opening up and you need more fuel in terms of capital… Or you know that it’s time for an exit. It becomes obvious.

But, he also cautioned that sometimes this could go dangerously wrong. Just because you want to exit, doesn’t mean that you will get one! There may not be any current buyers, the market may have changed, there is competition etc  – any of these can make an exit difficult.

Pari Natarajan mentioned that acquirers want the key people to stay. All of the key people in a company, that gets acquired, are usually interviewed and then the decision of buying the company is taken. It is a wonderful thing for the ecosystem, as the team that gets acquired, gets the advantage of money and the experience of a larger organization. Therefore, they could scale faster than otherwise. Therefore, smaller exits are very important. When your basic needs are taken care of (like a house, car and education for your kids) you can aspire for bigger goals.

Vijay Anand, of The Startup Center – raised an interesting point – India, unusually focuses on US acquires. There seems to be a pedigree attached to being acquired by a US company, even though the valuation maybe lower.

He pointed out that the downside of being acquired by a US company is that we are shipping the IP and talent abroad. This was an area of concern not from a patriotic point of view, but for the long-term ecosystem-building perspective.

Sanjay suggested that one of the ways Indian companies can look at buying smaller startups is by having a business relationship with them. Networking within the ecosystem is important.

However, the panel unanimously agreed that companies should not be created for exits, but for value addition to the customer. However, exits are important – both for the entrepreneur and employees. 

Some key points

  • A good exit builds risk capital in the ecosystem.
  • A successful exit creates passion and drives entrepreneurship
  • The money generated goes back into the ecosystem – i.e. to fund new ventures or to provide follow-on capital to better-performing companies of the investor’s portfolio
  • A good value of ESOP’s and Bonuses help in employee drive and passion
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Fellow Entrepreneur, Ask not what the Buyer can do for your company!

For about 2 hours in the RoundTable session, the intense discussion was centered around how to be ready for M&A. Buyers, who have an interest in your company will ask about your product, your markets, your customers, your revenues. As an Entrepreneur, what is your first ask in return? Usually they are any of the following. What will the buyer pay us? Is this the right time, should we wait for a better valuation? What will the buyer do with us post acquisition?

Jay Pullur, CEO, Pramati Technologies, helped us realize, that the first question should be, what will our company do for the buyer? What is the fitment of our product or solution in the buyer’s vision? You need to ask and most importantly answer this yourself. Don’t expect the buyer to answer this, if you are, then you are not ready for any deal. It was a moment of epiphany. Fellow Entrepreneur, the first step to readiness for an M&A is to ask, what your product does to the buyer’s company, not what the buyer can do for your company.

Four hours of entertaining stories by both Jay Pullur, Pramati Technologies and Sanjay Shah, Invensys Skelta, 12 companies and about 20 participants got the opportunity to interact and learn many of the wise nuggets from these industry leaders. Not all elements of the session can be reproduced here, but below are some of the key highlights and learnings.

Wise Nuggets – Its all about Knowing (see below for details)

Wise men plan ahead. The pain or the gap that your company addresses should itself be strategically planned. Positioning your entire company, like a pretty bride will ensure the suitor will come. According to Jay, technology buyers in the US do several acquisitions in a year, so for them its just another transaction, they are not emotional about it, not attached to it, its just their job. So the interests of the suitor should always take precedence, otherwise the suitor will move to the next company on the list. Sanjay added that using an iBanker to help you in the match-making process or to source the right type of buyers is also a very beneficial activity. To sum it up, like for any Sale, Seller has to make it absolutely comfortable and easy for the buyer to buy. The checklist includes, but is not limited, to the following.

    • Know or Define the right fitment (addressing the GAP in the buyer’s arsenal is most important)
    • Know your Position (be clear on the landscape and position your product very clearly)
    • Know when to exit (constantly guage the pulse or the sentiment of both the market and the buyer, macro-economic conditions can play havoc, sense the weight of an opportunity)
    • Know your Buyer’s problem – Demonstrate that you know the Customer’s Exact Problem (POC, Story boarding the Pitch and strategy all come into play)
    • Know your Product (Don’t use flowery language and adjectives- show the customer, you are only solving a pain – which is not a glamorous job to do)
    • Know your Buyer – Gauge the buyer’s impending need to buy (They will usually reciprocate with the same rigor as you)
    • Know the Competitors, their strategies, their features, their benefits and most importantly their weaknesses.
    • Know your-self (You know that you have built a rocket or a rickshaw – if you are in a rocket, you should be on-top of the short-list)
    • Know your price (indicative pricing is most important – make sure all research leads to a best possible quote)
    • Know how to close (all the criteria for success should be met, there is no alternative for preparation and effort)
    • Know your readiness (systems/processes for closure, like record-keeping, employment contracts etc)
    • Know what the deal entails (who brings the deal – may be an iBanker, upper thresholds, lower thresholds, etc)
    • Know your Organizational structure (are you are platform, are you embeddable, do you need domain expertise)
    • Know the parties and their motivations (Eng Team in California v/s CFO in London – who is the deal maker, who is the deal breaker)
    • Know the term-sheet (if not hire legal guys or ibankers who can help).

Insights and Learnings

There were many learnings, which definitely are tied to the personal experiences. Some of the key ones are

When Jay sold Qontext to Autodesk he found them to be extremely professional and did not find any price penalty, or discrimination, because of the Indian-ness of it. In fact, he was able to sell it for a very good multiple. The best valuation/revenue multiple silicon valley companies to could get. So its a myth to think that a technology product from India, might get the raw end of the deal.

When Sanjay sold Skelta to Invensys, he understood the weight of the opportunity. Even though the conversation was not intended for M&A, both parties realized that its mutually beneficial to do so within a couple of hours of conversation.

Sanjay’s additional advise, raise adequate money at a comfortable time, and continue to stay relevant via media briefings, etc all the time.

    • Other general learnings were also discussed. To note a few,
    • Learn about Earn-outs, ESOPs, Liquidation Preferences (Be real to scale)
    • Invest if you have clarity on Exit (do everything possible for the deal to come to a fruition, POC, be aggressive, call the CEO if needed)
    • Learn about Black duck tests, acqui-hires, escrows for indemnification, etc.
    • Define the outcome post M&A and get consent.

Conclusion

Overall M&A stands for all your Moves & Acts. Its all about the Story, your clarity of all the characters and props in the story, and their acts. Commercial success is most important, direct accordingly. Re-takes’s are possible, in-fact easier provided you make your first venture successful.The hilarious moment and the most catchy line came from Jay. Someone asked about honesty and truth, during the process of due-diligence, for which Jay laughingly said, “Tell the truth with such conviction, that the buyer will lie to himself”.

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Action Plan for increasing M&A opportunities for Indian product startups

Indian product companies punch below their weight. Despite huge innovation and rising entrepreneurship, most Indian product companies are invisible on the global map. The reasons are many, but a big one is the lack of meaningful exits for companies that actually create value in their product markets. This paper focuses on a plan to address this gap.

The iSPIRT position paper of March 2013 identified several issues that need to be addressed to improve M&A activity in the US-India corridor. While discussions with the Product Nation community members strengthened the propositions made, we needed to get a buyer’s perspective before formulating an action plan. This led to an Executive Brainstorming Session with several prolific technology leaders and acquirers from Silicon Valley.

The brainstorming session at Palo Alto, CA on May 21, 2013 had broad participation from across the tech industry and was attended by M&A professionals and senior executives from Autodesk, Cadence, IBM, Intel, NTT Docomo, Facebook, Paypal/Ebay, VMware, and Walmart Labs. The iSPIRT team also had a private meeting with the head of M&A at Oracle. Representatives from Cisco and BMC could not be present due to last-minute issues.

On May 22, the iSPIRT team met with the CEOs of about 20 Indian startups, most with some presence in Silicon Valley to gain better access to their markets and customers. This meeting further stressed the need for improving M&A exits for startups, particularly for those that lack strong US VC backing. There was unanimous agreement within this CEO group that improving company readiness, visibility and access to potential acquirers would go a long way in planning successful exits. Inputs from this meeting have been included below.

iSPIRT M&A Connect Action Plan 2013 Version 2