#TheWayForward for M&A in India

2013 was a hot year for Global Technology M&A:   204 announced Tech M&A deals took place at an overall valuation of ~$100B, of which 70% were pure software companies. Thanks to a strong stock market, 51 Tech IPOs took place in 2013.

The story for the India software product industry has been different. Despite huge innovation and rising entrepreneurship, most Indian product companies have lacked meaningful exits.

ThinkNext CorpDev PanelLast Friday, I hosted the M&A Panel at Microsoft Think Next in Bangalore, with a very interesting setup: 2 VCs, 2 entrepreneurs and 2 Corp Development folks from MNCs.   The theme of the discussion was “The way forward for M&A for the Software products out of India”.    Our star panel consisted of Ashish Gupta (Helion Ventures), Bharti Jacob (Seedfund), Ken Foo (Autodesk), Prashant Gupta (Microsoft), Sanjay Shah (Invensys Skelta) & Phani Sama (Redbus).   We had a marquee audience of VCs from IDG, Lightspeed, Qualcomm, Inventus etc. who contributed their insights and really made the discussion lively!

Here is a glimpse of the insights generated during the panel:

– “Discovery” continues to be problem #1 for India software product companies.  Most Indian startups don’t show up on the radar of the big US acquirers. Autodesk first discovered Qontext (their marquee acquisition in 2012) through analyst reports in the US, and didn’t know they were an India company until later in the process.
– Corp development folks are mostly agnostic to the location of the company.  As Ken Foo from Autodesk put it, “we don’t start our day thinking:   today I will acquire an Israeli company … or an Indian company”.  They are looking for a specific product or technology fit & location is secondary.
– One interesting insight was the Investment bankers didn’t really seem to play a role during the discovery process, and all of the participants (buy side, VCs and entrepreneurs) felt that startups shouldn’t expect a banker to help with strategic engagements.  iBanks do play an important role in helping negotiate the deal and running the process to a positive conclusion.
– Acqui-hires (acquisitions with the sole intent of acquiring engineering talent) are extremely hot right now, due to the shortage of big data, analytics & android/iOS engineers.  Obviously, VC investors are less excited about acquihires & view them as a “last option”.  As Ashish put it, a VC will entertain an acquihire deal only when he believes that scaling the company is no longer possible, and the company is in danger of running out of cash.  On the other hand, Corp development folks at the MNCs view acquihires as a ‘badge of pedigree’ for the founders!
– Entrepreneur readiness continues to be a challenge during the M&A process.   Indian entrepreneurs traditionally are techies and don’t spend time building a clear differentiation story or preparing themselves for organizational and financial diligence.  iSPIRT does offer an “M&A hotline” to entrepreneurs where we formally provide advice in the event of an inbound M&A interest.
– A new generation of MNCs: Traditionally, MNC companies have established captive R&D centers in India (eg: Intel, Cisco) and then looked at M&A to enter the India market or identify new technologies.   However, the panelists beleived that M&A activity in software products will be driven by a new generation of MNC companies, such as Facebook, Salesforce, Autodesk etc. who have limited or no presence in India, and are looking to use M&A as a means to acquire global talent and/or establish a presence in India
– Future M&A:  Based on the “Virtual Mandates” that iSPIRT has received, we believe that future technology M&A is likely to happen in the areas of Machine Learning & Analytics, SaaS disruptions like HR and Recruiting, Cloud Infrastructure & Mobility.   Companies that have aggregated large groups of customers & partners within India (small medium businesses, classifieds, consumers for finance etc.) are also interesting for acquirers.

I enjoyed the frank conversation & clear thinking from the panelists, and left with a  huge amount of learning and ideas that I will use to guide iSPIRT’s M&A connect program.

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”.

Build product teams based on established capabilities and chemistry

Jay Pullur is the founder and CEO of Pramati Technologies, software and services company based out of Hyderabad. The company recently announced that it’s enterprise social collaboration software platform — Qontext — had been acquired by Autodesk, the maker of design, engineering and entertainment software.  Jay’s career in the software industry spans 25 years, and his primary interest lies in building products for new markets. This has led to Pramati Technologies incubating and spinning-off multiple startups. In an interview with pn.ispirt.in, Jay talks about the importance of a product development team, switching from a services mindset to a product mindset and importance of giving customers not just a product but also an experience.

When you’re conceptualizing a product do you ultimately have the end goal in place or does that fall into place somewhere long the journey? 

Well, the end goal is to make the product successful. Normal entrepreneurial expectations are to build the business big enough to pursue the acquisition path, or an IPO. However at Pramati, even before we think about that end goal we practice what we call ‘careful entrepreneurship’ — we don’t venture into something just because we’re passionate about doing something in a certain area or because we want to jump on the bandwagon. Working with an end goal in mind is like playing the game with the sight set on the scoreboard; we might loose track of the ball.

Instead, we start an idea in a small fashion, watch it gather momentum and then form a core team. The spectrum of opportunities is wide and how else would one choose? We build a core team around the project with people from within the company who have established capabilities and chemistry. We then have to craft the product pitch and try it out in the market before committing funds to sales and other activities. Based on the product-market fit, we formally make it an independent entity and float it out like a typical startup. This approach as worked better for us.

So on an average, how long does this preparatory phase take? And what’s the profile of this team – do they come from multidisciplinary backgrounds?

Idea development stage can take anywhere up to a year, most often 6 months.  During this period, we have a really small team — like for Qontext, we had a three-person team. And they are usually people who’ve been with the company for sometime, so we know they are right for exploring certain aspects. There are many aspects to explore because a product is a confluence of market opportunity and certain technology changes. The company has built strong capabilities to address this confluence in a few chosen areas, and we play around our strengths. The team might include people from technology, user experience, business development, consumer marketing or enterprise sales, and the composition entirely depends on what aspects have to be explored before we dive deep.

So given your background in Wipro, where you were employee #36,  getting into the product mindset would have required a different mentality. In Wipro it was about the client doing the spec and asking for something, and the services organization providing the people and delivering the project. How did you resolve yourself to a new business model where the waiting period itself to kick of a project was anywhere between 9-12 months?

When I started at Wipro, it was early days of the IT industry in the country. We did have to innovate on the services side of the business model in some fashion, however the services industry enjoyed many natural advantages. Understanding the services part of the business gave me good insights as to what is possible in India and the expectations of global clients. But, now we had to innovate on the business model further and we were ready for that.

I left Wipro with the intention of experimenting and bringing a new level of innovation in the country using the same IT professionals but creating higher value offerings. Those were the days when the Internet was just beginning to boom, so our first product was an infrastructure for web applications. The company vision has been to find the right model for building globally successful products or services and go beyond what the traditional IT industry in India has done.

Talking of teams, you have different very distinct product lines doing some very focused work. How do ensure that the best practices that come out of the product development exercise are replicable across the organization?

Product development no doubt needs very high-levels of skills, capabilities, teamwork and commitment to excellence. And when we are able to that well, we need to ensure that it spreads through the organization and remains as part of our DNA even as we grow.

This actually is a very critical element of our business model and you will notice that we are organized as multiple independent businesses with a core, underlying infrastructure, technical expertise, work culture and purpose. The independent business gives them the freedom of smallness (read startup) structurally and the core brings the power of the big.

In some ways Pramati is not only a software company but also as an incubator and an angel investor with a portfolio of businesses. The strength lies in bringing this synergy between them, and building the infrastructure that is common for all these companies — and this is beyond just providing facilities and finances. It is about building the core capabilities of creating teams, spotting talent and integrating them. The Pramati corporate base provides a common infrastructure such as access to a strong legal and M&A specialists needed for deals like our recent one with Autodesk. Such Corporate development capability is hard to build in a startup, although very essential. Also, our model gives us the opportunity to bring talent in to the company even earlier than we’d actually need. We are always looking to bring the right people in the system and be part of our culture; opportunities may get worked out subsequently.

So in the product development game, if you had to put your finger on three vital resources without which you wouldn’t even contemplate beginning, what would those be?

  1. Deep understanding of technology. The organizational knowledge in key technology areas plays a big role. It gives us the confidence to deal with changing market needs and customer preferences.
  2. The ability to think globally. Over the last 14 years we have built complementary operations in both India and the US. So this gives us access to both markets – customers and talent, enabling us to build products and market them.
  3. Our brand. Customers don’t want to deal with small brands and unknown products. Having been in business for a long time and served thousands of customers across different categories, we understand the kind of expectations customers have. We constantly strive to understand customers better and enhance the experience we deliver.

Typically, Indians have been accused of being great from a technology perspective but are sometimes very poor at packaging and brand building. How have you tackled this? 

I think being good at technology alone is not enough. Customers today are expecting more than just a product or a solution — they’re expecting an experience. We always design and build the whole product, not just the software part. Few important things here are – the experience of dealing with company, the first impression with the product, the usability, the interaction with our support team. Nothing less than world-class sells today and no customers are captive; there are hundreds of other players in every market who are ready to service them.

So obviously we had to build a team that’s global in nature finding the right resources in the right place. Fortunately, we found right talent in India who could design user interface and experience that works well for our global customers. However, as a company, we have placed heavy emphasis on packaging, user experience and brand development which has paid off well.

Autodesk Acquires Qontext Social Collaboration Platform.

Acquisition to Expand Social Capabilities of Autodesk 360 Cloud Services.

SAN FRANCISCO, Oct. 4, 2012 — Autodesk Inc., (NASDAQ: ADSK) has completed the acquisition of Qontext,enterprise social collaboration software, from India-based Pramati Technologies. The acquisition of the Qontext technology and development team will accelerate Autodesk’s ongoing move to the cloud and expansion of social capabilities in the Autodesk 360 cloud-based service. Terms of the transaction were not disclosed.

“Autodesk’s acquisition of the Qontext technology is a testament to the Pramati strategy,” said Vijay Pullur, Pramati president. “This transaction is a significant milestone in our ongoing efforts to incubate and build companies that address the rapidly changing needs of business through highly innovative technologies.”

Autodesk intends to use the Qontext technology to add new social capabilities to Autodesk 360, a cloud-based platform that offers users the ability to store, search, and view critical design data improving the way they design, visualize, simulate and share work with others at anytime and from anywhere.

Read the complete story here