What approaches and methods are used for valuation of Mergers and Acquisitions; their pros and cons, role of synergies in M&A valuation??SunMicrosystems.pdf

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Sun Microsystems Oracle will be the only company that can engineer an integrated system-application to disk—

where all the pieces fit together so the customers do not have to do it themselves . . . Our cus-

tomers benefit as their systems integration costs go down while system performance, reliability

and security go up.

—Larry Ellison, CEO, Oracle Corporation1

It was the first time in the last two weeks that Margaret Madison, a member of Oracle’s corporate development team, had not stayed in the office until two in the morning. At the close of business earlier that day, Friday, April 17, 2009, Oracle had put in an offer of $7.38 billion, or $9.50 per share, to acquire Sun Microsystems. Only nine months into her position, Madison, a recent MBA graduate, had found herself to be a member of Oracle’s valuation team, assessing a potential merger with Sun. The journey, how- ever, was not over yet. Sun had a number of potential suitors, IBM standing prominently among them, and Madison and her colleagues expected IBM to counter Oracle’s offer. Oracle, a California-based business software company, was one of the world’s larg- est and most reputable sellers of database management systems and other related soft- ware. With $23.6 billion in annual revenue, the company was a leviathan, led forward with lightning speed by the only CEO Oracle had ever had, Larry Ellison. Sun was nothing to scoff at either. Once the darling of Silicon Valley, it had fallen on tough times but was still competitive. Sun had started as a hardware and servers producer, but over the years, it had established a solid position in the software industry with its Java pro- gramming language, Solaris operating system, and MySQL database management soft- ware. Combining these two companies had the potential to create the Wal-Mart of the enterprise software industry. Ellison “had a vision for creating an end-to-end vendor [that] clients go to for all their technology” needs.2

48CASE

1“Oracle Buys Sun,” Oracle Corporation press release, April 20, 2009. 2Jerry Hirsch and Alex Pham, “With IBM Out, Oracle Jumps in to Buy Sun for $7.4 Billion,” Los Angeles Times, April 21, 2009. This case was prepared by Eric Varney (MBA ‘10) and Assistant Professor of Business Administration Elena Loutskina. It was written as a basis for class discussion rather than to illustrate effective or ineffective handling of an administrative situation. Copyright © 2010 by the University of Virginia Darden School Foundation, Charlottesville, VA. All rights reserved. To order copies, send an e-mail to [email protected] nesspublishing.com. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in any form or by any means—electronic, mechanical, photocopying, recording, or otherwise—without the permission of the Darden School Foundation.

624 Part Eight Valuing the Enterprise: Acquisitions and Buyouts

Oracle’s bid of $9.50 per share was more than a 40% premium over Sun’s $6.69 closing price that day. But only a few weeks prior, IBM—Oracle’s chief rival in the $15 billion database software business—had offered $9.40 per share for Sun. The talks had stalled due to antitrust concerns, employment contracts, and the final price, which opened a window of opportunity for Oracle to step in and ensure that Sun did not fall into a competitor’s hands. Oracle had been on a successful shopping spree over the past several years. The ability to acquire 10% margin companies and turn them into 40% margin companies had distinguished Ellison and his team as ruthless cost-cutters who planned ahead well be- fore making purchases. As a member of the corporate development team, Madison knew that better than anyone else. She had spent the last few weeks carefully poring over every part of Sun’s financials, business lines, R&D figures, and personnel expen- ditures. Today was a break from the 20-hour work days, the sight of empty Chinese food cartons, documents strewn across the table, and weary-eyed bankers. Today had been a better day, but only delivered brief respite to the team. All the questions they had worked on so diligently still remained. Had they considered everything? Was the final offer appropriate? If competitors upped their bids, how much more could Oracle offer?

Competitive Landscape The technology industry had historically comprised three sectors: hardware, software and services, and storage and peripherals. In 2008, revenue generated by these three segments was $411 billion,3 $2,239 billion,4 and $160 billion,5 respectively. In total, the value of the industry was roughly $2.8 trillion, or about one-fifth of U.S. GDP. The computer hardware market consisted of personal computers (PCs) (roughly half of sales), servers, mainframes, and workstations (Exhibit 48.1). Although cus- tomer loyalty was relatively low, brand awareness was high, which somewhat restricted new entry into the market. Business customers were typically tied to specific hardware manufacturers through long-term contracts, which led to significant switching costs. Individuals were less fettered and had minimal switching costs, but only represented a small percentage of the market. Computer hardware was a necessity for individuals and businesses alike, making demand strong and consistent.6 With weak rivalry among players, the market had enjoyed a healthy 4.8% growth over the previous few years and was expected to grow at the same pace until 2013. The software and services segment was the largest part of the IT industry. The in- dustry was peppered with thousands of competitors large and small, young and mature,

3Datamonitor, “Global Computer Hardware: Industry Profile,” December 2008. 4Datamonitor, “Global Software & Services: Industry Profile,” March 2009. 5Datamonitor, “Global Computer Storage & Peripherals: Industry Profile,” March 2009. 6Major producers of computer hardware included Dell, Hewlett-Packard (HP), Sun, IBM, and Apple. Some (e.g., Dell and HP) were fairly diversified and offered a swath of hardware products. Others (e.g., Sun and IBM) marketed their products almost exclusively to business customers. Apple was unique because it dealt mainly with retail customers.

Case 48 Sun Microsystems 625

fun and serious. It offered a wide array of products ranging from heavyweight software, such as Microsoft Windows, to small applications; services also ran the gamut, ranging from large-scale consulting products to small projects, such as website development and design for local businesses. Some competitors had a large Internet presence (e.g., Google or YouTube), whereas other niche players operated small tools, such as online surveys (Exhibit 48.2). Only the heavyweights enjoyed some customer loyalty. Major software and services providers—Microsoft, IBM, HP, and Oracle—had stable and rather predictable revenues and notable market share (Exhibit 48.3). This software and services segment outpaced the hardware and storage and peripherals segments, growing at 12.2% annually between 2004 and 2008, and it was expected to maintain a healthy annual growth rate of 10.4% until 2013.7 The smallest segment—computer storage and peripherals—included data storage components, computer processors, and other peripherals (e.g., printers). The market was dominated by storage devices, such as hard drives. Combined, HP, Toshiba, and IBM commanded about half of the market. Historic sales growth rates of storage and peripherals mirrored that of the computer hardware segment. In the 1990s, the IT industry resembled a tiered cake, with one or two heavyweights controlling each tier. These tiers were essentially technology swim lanes with little competition from other firms. For example, Cisco controlled the networking hardware market; Sun and HP were known for manufacturing servers. The business software seg- ment belonged to SAP, while Oracle led in databases. IBM, a longtime hardware com- pany, had moved into consulting and services. Everyone knew that HP laptops ran Windows operating systems but used Toshiba hard drives. Commercial clients bought Sun servers and ran Oracle database management software. There was relatively little overlap between these rival giants.8 At the dawn of the new millennium, the industry started to change. Lines between segments were becoming blurred; former allies encroached on each other’s turf, and customers were forced to deal with fewer suppliers. The success of Apple’s concept of a one-stop shop for consumers to acquire hardware, software, and even peripherals with a tightly controlled distribution channel forced large technology companies to recon- sider their strategic approaches to business development. “The maturing tech industry has set giant companies on a collision course, as once-disparate technologies take on new capabilities in a ‘convergence’ of computers, software and networking.”9 Compa- nies such as Apple and Dell moved away from PC manufacturing to other consumer devices, such as mobile phones, printers, and cameras. By the end of 2008, Apple, a long-standing competitor in the PC segment, derived only one-third of its total revenue from computers and laptops.10 But simple deviation from historical products was a drop in the bucket. Battles were breaking out all across the industry. In 2009, Cisco, a manu-

7“Global Software & Services: Industry Profile,” March 2009. 8“Mr. Ellison Helps Himself,” Economist, April 23, 2009. 9Ben Worthen and Justin Scheck, “As Growth Slows, Ex-Allies Square Off in a Tech Turf War,” Wall Street Journal, March 16, 2009, A1 10Apple, Inc., annual report, 2008.

626 Part Eight Valuing the Enterprise: Acquisitions and Buyouts

facturer of networking hardware, announced it would start building its own servers, thus stepping into the territory of its longtime ally HP, which dominated the server market. HP itself took aggressive steps to compete with IBM in the technological outsourcing segment by acquiring Electronic Data Systems in 2008. Microsoft attempted to take over Yahoo, thereby eyeing Google’s domain. Dell was rumored to be in the final stages of developing a “data-center management software that [would] compete with existing offerings by HP, IBM and others.”11 Oracle was on a long-term shopping spree expand- ing from database management software to an array of products. (See Exhibit 48.4 for company descriptions and Exhibit 48.5 for sales growth.) “In the past, when big tech companies crossed over into others’ businesses, they often dismissed it as ‘co-opetition,’ meaning they planned to compete in some areas and cooperate in others.”12 With healthy growth of the technology industry and consumer hunger for new gadgets, there was plenty of revenue to go around. But the financial crisis, beginning in 2007, changed the landscape. The looming recession shrunk sales all across the industry and forced technology companies to explore every opportunity for extra revenue.

Oracle In 1977, Larry Ellison, Bob Miner, and Ed Oates, three twentysomething software en- gineers, left Ampex Inc. to start a new venture, Software Development Laboratories.13 Ellison became the head of the fledgling firm. Within a year, the team had designed the first relational database management system (RDBMS) under the code name “Oracle.” Early adopters of the technology included government, military, and intelligence enti- ties (including the U.S. Central Intelligence Agency) and innovative businesses, such as Bell Telephone Laboratories. The original product and all the following versions of Oracle capitalized heavily on the revolution of electronic record keeping that hit U.S. corporations in the 1970s. By 2009, all large U.S. corporations without exception were using database management products in every aspect of their business: back office, front office, client relationships, Internet, and so on. Every set of records that companies kept required a database server and an application that would search through data quickly and efficiently providing managers with information on demand. Both the soft- ware for keeping the data in an easily accessible format and the tools to speedily search through that data were Oracle’s bread and butter. Every heartbeat of a corporation, every step it took involved a database management system: payroll, sales, supply chain decisions, and travel reimbursements, to name a few. Oracle’s relationships with clients did not stop at merely developing and distribut- ing the RDBMS software. The company provided continued support to its clients through constant improvements in its software, customized customer support and

11Worthen and Scheck. 12Worthen and Scheck. 13Justin Rohrlich, “Rags to Riches CEOs: Larry Ellison,” Minyanville.com, November 18, 2009, http://www. minyanville.com/businessmarkets/articles/oracle-ibm-ellison-ampex-sdl-billionaire/11/18/2009/id/25369 (accessed November 2, 2010).

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training, and on-site installation and tune-up of the applications to a particular client’s needs. Oracle targeted high-end customers because it had a lot to offer them. Apart from being the best among competitors in data access speed, Oracle also provided best-in- class data security protection. Its early versions could be installed and used on any type of computer, running any operating system. This was a revolutionary move that cata- pulted Oracle’s sales early on. Oracle went public in 1986 on the NASDAQ. Although its journey had not been smooth at all times, Ellison had always managed to turn the company around. He had a vision to create a company that would dominate the “desktop of business users” market. As early as the 1980s, Oracle had aimed to create customized applications for business users built upon the core product: Oracle RMDBS. Over time, the company had gained significant presence in developing applications for supply chain management, manufac- turing, financials, project systems, market management, and human resources, which were highly popular among Oracle’s customers.14

By 2000, Oracle sales had topped $10 billion. Despite a dip in sales during the dot- com bubble, Oracle had remained highly profitable. For a brief period, Ellison was the wealthiest man in the world. Oracle’s success continued into the new millennium. Be- tween 2000 and 2005, the top line grew annually at 2.9%, operating profit increased at 5.5%, and the margin improved by nearly 400 basis points. These healthy profits led to a significant accumulation of cash, which in turn allowed Oracle, under Ellison’s lead- ership, to become a serial acquirer. Since 2005, Oracle had spent more than $30 billion on over 50 bolt-on acquisitions (see Exhibit 48.6 for select transactions), only a few of which were intended to refine and innovate Oracle’s core database product line. Other acquisitions had allowed Oracle to aggressively move into new areas that would complement its current offerings and allow it to compete in the middleware, applications, and industry-specific software are- nas. The most transformational move was in the applications space, where Oracle had snapped up PeopleSoft, Siebel, and Hyperion, all of which provided enterprise manage- ment solutions.15 Oracle’s 2008 acquisition of BEA Systems, a middleware company that utilized service-oriented architecture infrastructure to better link databases and software applications, was notable because it provided Oracle with additional flexibility to link all the products in its portfolio.16 By early 2009, Oracle had become the biggest supplier of commercial software.

Sun Microsystems Sun Microsystems, Inc., established in 1982 by three Stanford graduate students, built desktop computers and workstations. Sun entered the market at a time when pairing proprietary hardware, operating systems, and software was the norm. Sun broke new

14Michael Abbey, Oracle 9i: A Beginner’s Guide, (Berkeley, CA: McGraw-Hill, 2002). 15Oracle Corporation, “Oracle Corporate Timeline,” http://www.oracle.com/timeline/index.html (accessed November 2, 2010). 16“Oracle to Acquire BEA Systems,” Oracle Corporation press release, January 16, 2008.

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ground with its UNIX-based Solaris, which made its computers compatible with many other software and hardware products available on the market.17 Sun’s success, similar to Oracle, was attributed to rapid computerization of the companies’ records where new workstations rapidly replaced the behemoth “minicomputers.” From 1985 to 1989, Sun grew at average annual rate of 145%, reaching the status of fastest-growing company in America. The next step in Sun’s stardom was due to its development, in 1989, of a new chipset based on scalable performance architecture (SPARC). Sun’s SPARCs enhanced existing products by allowing it to create the smallest and fastest workstations on the market at the time. Combining the high-quality hardware with excellent on- and off-site customer service was a recipe for success. Alongside the best-in-its-class workstations, Sun had been the proud owner of the Solaris operating system, which successfully competed with Microsoft Windows in the corporate world and was treasured by many in the industry. In 1995, the company had also developed the Java programming language, which customers universally loved and had become an industry standard for developing software for web applications. Virtu- ally all PCs and eventually mobile phones required Java, which Sun licensed for a small fee. In 1997, Oracle converted to Sun’s Java programming language, thus allowing its applications to be easily used by web developers. Oracle had also adopted the Linux operating system. Sun went public in 1986 with a solid product offering dominated by its hardware sales. It had thrived until the turn of the century, when competition and market trends had turned against the company. After an altercation with Microsoft in the late 1990s, Sun was forced to make Java and Solaris available to users gratis. The burst of the dot-com bubble had hit Sun hard by almost annihilating its high-end hardware sales to the financial sector. The economic downturn following the dot-com bust had forced financial conglomerates to cut costs and move to lower-end hardware offered by Sun’s competitors.18 Companies had also started to shy away from the SPARC propri- etary chip line favoring more widely used chips from Intel and Advanced Micro De- vices. Sun’s product mix had begun to move from predominantly hardware to a mix of hardware, software, and services, but waning hardware sales were not offset by gains in other offerings.19

Sun tried to leverage its acclaimed software systems to boost hardware sales by mak- ing Java (and later Solaris) an open-source platform in 2007. Open-source software al- lowed developers to adjust the platform to their specifications and thus provided a greater ability to adapt systems to a variety of tasks. The rationale for changing was to compete with Symbian and Microsoft in the mobile phone market and to increase the number of

17“Sun Microsystems, Inc., Company History,” http://www.fundinguniverse.com/company-histories/Sun- Microsystems-Inc-Company-History.html (accessed November 2, 2010). 18Matthew Karnitschnig, “IBM in Talks to Buy Sun in Bid to Add to Web Heft,” Wall Street Journal, March 18, 2009. 19Sun Microsystems, Inc., Form 10-K, September 27, 1999. In 1999, Sun generated $9.6 billion in revenue from its hardware segment, while software and services added $1.6 billion. Ten years later, in 2009, Sun’s business mix had changed dramatically; the Systems and Services segments were expected to generate $6.7 and $4.7 billion in revenue, respectively.

Case 48 Sun Microsystems 629

users. Sun had also expected this move would lead to greater adoption of the Solaris platform in the corporate world and drive hardware sales in uncaptured markets.20 In real- ity, these moves failed to garner the sales Sun had anticipated. Sun was losing consumers on the high end to IBM and on the low end to Dell and HP, and nothing seemed to be able to change the trend.21 In January 2008, Sun decided to move in yet another direction by announcing it would acquire MySQL AB for $1 billion. The company’s core product was open-source database management software, touted as the world’s most popular. MySQL was widely used by companies, such as Facebook, that ran websites on thousands of serv- ers. By adding MySQL, Sun had hoped to find new outlets for its existing product lines and also to distribute MySQL through current channels.22

All the efforts to revive the once-glorious company were undermined by the finan- cial crisis in 2007. In 2008, facing a banking industry on the brink of collapse and find- ing themselves unable to borrow to finance their immediate needs, companies reined in capital expenditures; naturally, computer and software updates were put on the back burner. In November 2008, well into the swing of the crisis, Sun announced plans to reduce its work force by approximately 15%.23 Sales in 2009 were expected to drop by 17.5% from $13.9 billion to about $11.4 billion. Sun was expected to record a charge of $1.5 billion for goodwill impairment. The company that once had a reputation for turn- ing laboratory successes into profits was headed into a tailspin. At that point, company management started to look for a potential suitor.

Oracle Eyes Sun Ellison was one of those suitors who believed in the future of Sun as a part of Oracle. In his opinion, many smaller companies were doomed due to slowing revenue growth and the desire by clients to work with fewer suppliers. Armed with a respected man- agement team and a war chest of more than $8 billion in cash,24 Oracle aggressively pursued acquisition. Oracle had followed Sun for some time, hoping to capitalize on Sun’s misfortunes by getting specific assets or the entire company at a deflated price (Exhibit 48.7). On March 12, 2009, Oracle contacted Sun about acquiring some as- sets. Within a week, while Sun was mulling Oracle’s offer, a rumor surfaced that IBM was considering taking over Sun. On April 6, 2009, news broke that IBM and Sun had been in serious merger talks for more than a month. But the negotiations did not end in a deal, and Oracle did not wait long to step in. After all, the combination of Oracle’s databases and Sun’s servers had driven both companies’ sales for much of 1990s. Both companies formed a united front against Microsoft, exploiting Solaris and Java as foundations for business software.

20Connie Guglielmo, “Sun Makes Java Free, Expands Mobile-Phone Software,” Bloomberg Online, Bloom- berg, May 8, 2007. 21Morningstar, “Sun Microsystems, Inc.,” Morningstar, October 31, 2008. 22“Sun to Acquire MySQL.” Sun Microsystems, Inc., press release, January 16, 2008. 23“What’s Next after IBM-Sun Merger Talks Fizzle?,” EE Times Asia, April 8, 2009. 24Oracle Corporation, Form 10-Q, February 28, 2009.

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Ellison’s stated vision was to transform Oracle into the Apple for the business cus- tomer by delivering high-quality, seamlessly integrated consumer products where soft- ware and hardware components were developed in conjunction, thus minimizing the customer setup process. Strategically, the merger would combine Oracle’s dominant position in the soft- ware space with Sun’s expertise in hardware and networking (Exhibit 48.8). The move also added the prized Java, MySQL, and Solaris platforms to Oracle’s portfolio. The cannibalization of software products, though possible, was expected to be minimal. Although core Oracle products and MySQL were both database management systems, they appealed to different customers and were not in competition: Oracle could sell its software to the high-end clients while effectively serving smaller clients well. The cor- porate development team was sure that Oracle could capitalize on Sun’s customer base and service contracts. The move made perfect sense strategically; the only matter to be determined was the price. That’s where Madison and her valuation team stepped in. Fortunately, Madison had already collected plenty of information needed to put a price on Sun; she had gathered it when Oracle had first showed interest. She had market data for comparable companies (Exhibit 48.9), the appropriate yields (Exhibit 48.10), balance sheets for both Sun and Oracle (Exhibits 48.11 and 48.12, respectively), and historic financials for Oracle (Exhibit 48.13). With Oracle entering into a confidential- ity agreement with Sun, she had also received access to proprietary information. Madi- son and her team had spent a great deal of time looking at Sun’s historical record and carefully developed projections for its future performance as a standalone company (Exhibit 48.14), which she knew would be the cornerstone of crafting a firm valuation. The next step was to determine how much extra value Oracle could generate by making Sun’s operations more efficient, cutting outdated and inefficient products and departments, streamlining remaining product lines, and introducing new synergistic systems. Knowing that a significant percentage of anticipated merger synergies were never realized historically, Madison and her team were fairly conservative with their estimates. Cost cutting was the easy part. Having restructured and implemented lean opera- tions in a line of past acquisitions, Madison and her colleagues were pros at trimming the fat. They knew Oracle could reduce Sun’s staff by 20% to 25%, slash SG&A ex- penses by 22% to 32%, and allocate a significant amount for other restructuring costs. Estimating sales forecasts, potential new product lines, and software licensing was a completely different story, which necessitated bringing the marketing, sales, and R&D people on board. First of all, Oracle team members expected Sun to initially lose some customers as a result of the merger. They knew that uncertainty of product offerings would push some customers to delay purchases and some to switch to competitors. After all, nobody wanted to buy an expensive piece of computer equipment only to find later that it would not be supported by the new owners of the company. Another issue was the lower-end customers that Oracle had never dealt with before. The marketing team expected these customers to hesitate to buy from Oracle for fear of being pushed into buying more ex- pensive products. Marketing specialists knew that rivals would use similar arguments in aggressively pursuing Sun’s clients. The only thing Oracle could do on this front was to

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minimize the extent of customer attrition. Oracle’s marketing department was already working on a plan to reassure low- and high-end customers alike of continued service. The second order of business was Sun’s precious software. Although the open- source software could be downloaded free of charge, customers could elect to pay for product support and updates. The software had been particularly attractive during the recession. Market surveys, which Oracle had quietly conducted, suggested that custom- ers might be open to paying a small fee for software downloads. The quality of Sun’s software was so well known and appreciated by the market that the Oracle team was certain to increase its revenue stream from software licensing. The bigger source of revenue, however, was in the potential new products at the intersection of Sun and Or- acle technologies. After all, most of Oracle’s systems were built using Java and ran on the Solaris operating system. The R&D team brainstormed on combining Oracle’s products and Sun’s hardware and software. Oracle had a long-standing plan to build Exadata machines that could handle both online transactions and data warehousing. Initially, the company had planned to use HP’s hardware, but the opportunities Sun offered were too good to miss. Oracle engineers were positive that combining Oracle software with FlashWire technol- ogy, which Sun possessed, and then putting it on Sun hardware, could create a transaction-processing database machine. This machine would be twice as fast as its predecessor and, with high probability, much faster than machines produced by its clos- est rival, IBM. When Madison put a bottom line to the dollar value of all the potential synergies the merger could generate, the numbers were rather impressive. But the merger would also be costly. The team’s calculations suggested that integration charges would be close to $1.1 billion in aggregate, with most (about $750 million) incurred in 2010. It also anticipated an initial loss in operating income of about $45 million, due to loss of customers and/or delayed purchases. Cost cutting, licensing income, new products, and the addition of the “integrated application-to-disk” service had the potential to boost operating profit by as much as $900 million per year. Preferring to remain conservative, Madison assumed that such synergies would kick in gradually over a three-year time horizon starting in 2011.

The Decision As Madison drove from San Francisco to her Redwood City, California, office the fol- lowing morning, she wondered if her teammates had accounted for everything. She knew they were conservative in most of the financial projections, but they remained merely estimates. If rivals such as IBM placed a competitive bid for Sun over the week- end, Madison’s team and manager would go over the estimates yet again, evaluating every aspect of the due diligence Oracle conducted in its effort to acquire Sun.

632 Part Eight Valuing the Enterprise: Acquisitions and Buyouts

EXHIBIT 48.1 | Global Computer Hardware Sales

Global Computer Hardware Sales: 2004–08

Global Computer Hardware Sales by Product: 2008

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