EMC: Before Acquiring, Check the Wiring

3/21/08Follow @bbuderi

Consider a few names: Documentum, RSA Security, Tablus, VMware, Berkeley Data Systems (parent of Mozy). That’s a very abbreviated version of what’s getting to be a long and pretty illustrious list of acquisitions made by EMC (NYSE:EMC) in recent years. And just in the last few weeks, the Hopkinton, MA, firm announced a couple more moves—picking up Australia-based Infra for an undisclosed amount and making a bid for California disk drive and storage company Iomega. (That bid was initially rejected but got a warmer reception earlier this week when the offer was sweetened to some $205.5 million.)

I’ve long been intrigued by the process leading to these acquisitions, which by almost any measure have been spectacularly successful in rounding out EMC’s product offerings and speeding its evolution from a so-called “storage giant” to a broad-based information infrastructure and content management firm. And it turns out the company has an interesting approach to evaluating its takeover candidates—adopted about three years ago but not written about before, according to a spokesperson—that it believes gives it a real edge in the takeover game. The approach involves a special technical team that takes a deeper look at target companies than EMC says is typically the case in the M&A game, by evaluating how their products are architected and the potential that offers for cross-platform development across EMC’s product lines and business divisions.

I was all ears late last year when EMC’s chief technology officer, Jeff Nick, first told me about the Corporate Technology Review Board, as the advisory team is known, and its role in working with the company’s M&A group to take the acquisitions process to this deeper level. Recently, Nick and the company agreed to share more details about the group—along with an example of how it came into play with the recent Tablus acquisition. (EMC isn’t talking about other takeovers such as Berkeley Data Systems or its Iomega bid, but it isn’t hard to apply the Tablus example to other scenarios.)

Here’s how Nick frames the issue, not just for EMC but for any company that buys another firm: Even when an acquisition lines up well with the acquiring company’s strategy and beautifully fills gaps in its product lines, serious issues can still arise to spoil the purchase, or at least limit its effectiveness. That, he says, is because every company has its own technological “DNA,” which might be very different from the makeup of the acquiring firm’s technologies. If M&A strategists only look at whether a target firm fills gaps in their portfolio and fail to consider carefully such issues as how the technologies were built and whether they’re compatible with the architecture of the acquiring firm’s existing technologies and products, the result can be what Nick calls “a serious impedance mismatch” that can spell big trouble when it comes to assimilating the firm into its new parent’s operations. “Integration cost is a huge cost. I’ve seen this in my past life,” says Nick, who spent 24 years at IBM before joining EMC in August 2004.

In EMC’s case, says Nick, “We’ve always done very smart acquisitions and very strategic ones.” The acquisitions process has been driven by top leadership, including the CEO and the heads of the various business units, who have excelled at identifying new opportunities based on their deep understanding of business models, the markets EMC serves, and the gaps in technology and markets that the company needs to fill. “The thing that was not as well-defined before,” he says, “and I believe it is missing in most companies, was an examination of the products and technologies [of] acquired companies or companies we invest in—how they architected their products, what is the design of their products, what are the technologies that they’ve built out or embedded into their products.”

It was to provide this deeper technical evaluation (the strategy decisions are left to the M&A experts) that Nick formed the Corporate Technology Review Board in 2005, not long after he joined EMC. This group is very small, consisting of a single senior technical leader from each of the business divisions or units that delivers any form of product to the marketplace: information storage, content management and archiving, RSA (the security division), software-as-a-service, and global services. Because it involves corporate strategy, explains Nick, who chairs the group, “We need to keep it small and secure.”

In the case of a potential strategic investment or acquisition, the business division that’s leading the effort comes to the CTRB “to discuss the products and technologies and design and architecture of these products that the target company brings to bear.” The board can give informed recommendations about how readily the target products and technologies can be leveraged to EMC’s existing platforms. As Nick puts it in some pretty impressive biz-speak, this is done “so we don’t just bring on stand-alone products or technologies, so that we are able to harvest the benefit of integration of those technologies into our portfolio and create synergy with other technologies and products we are currently delivering in the market or developing internally.”

In several cases, although Nick declines to name names, this deeper technical evaluation has led EMC to reject potential acquisition targets. It has also helped the company find hidden value in others. Here, he pointed to Tablus as one example of an acquisition that took on a new dimension after the board’s review. EMC acquired the California data loss prevention company for an undisclosed amount last August.

Naturally enough, it was RSA, EMC’s security division, that originally pursued the Tablus acquisition, Nick says. But when the review board did its homework on the company, it quickly realized the parallels—from an architectural standpoint, not just a product standpoint—with a just-released, internally developed product called Infoscape. Offered by the company’s information storage division, Infoscape uses an approach known as data tiering to identify and classify a firm’s data. The most important data is placed in the most reliable, highest-performance storage subsystem. Less important data can be held in a cheaper class of storage, and so on.

The review of Tablus’s technology architecture showed its products worked on a similar principle. “As a result of identifying the synergy between these products and their approach, and by identifying opportunities for compound values for their combination, we made a recommendation,” Nick says. The recommendation was that Infoscape and Tablus, assigned to different divisions, needed to be integrated.

“The decision was made to bring them together into a common division, and so that’s what happened,” Nick says. Last October, Infoscape was moved from the storage division over to the RSA side of the house. And the synergies don’t stop there: Nick says the company will use the underlying architecture to create products for other EMC business lines as well.

Lately, Nick says, the whole process has grown even stronger. Last September, EMC hired former Dell executive Louise O’Brien as executive vice president. She quickly formed a new organization called Corporate Strategy and Development that brings together all EMC’s corporate strategy and M&A activities, including the Corporate Technology Review Board and Nick’s roughly 60-person CTO office. “It’s kind of a marriage made in heaven,” says Nick. “It brings together technical strategy and business strategy, internal innovation, and directed acquisition and investment. And so it’s very, very powerful.”

You don’t need to know biz-speak to understand that point.

Bob is Xconomy's founder and editor in chief. You can e-mail him at bbuderi@xconomy.com, call him at 617.500.5926. Follow @bbuderi

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  • http://www.datamobilitygroup.com josephmartins

    Sadly, tech firms are not known for thorough financial and operational due diligence.

    EMC’s CSD and CTRB might be novel within the technology industry but none of this is news to competent private investment firms such as Cerberus, TPG, or GS Partners.

    I should add that the success of a technology review depends upon the competence of the review board. I do not doubt the competence of EMC’s CTRB, but I have been both witness to [and a victim of] the incompetence of other such groups in the tech industry.

  • http://www.BigMenOnContent.com MarkoSillanpaa

    Looking to make sure that technology fits is crucial to any acquisition strategy but should be the post acquisition integration strategy.

    Not only does accounting need to be aligned but so do engineering and sales teams. Unfortunately too often this is seen as needed but not strategic, so the acquisitions are slowly integrated, over years, with for example two product groups building similar products.

    This becomes especially critical you’re your acquiring companies at the pace EMC is going.

  • http://www.datamobilitygroup.com josephmartins

    Marko,

    The same can be said about engineering and sales alignment with regard to existing products and internal projects. Sales and engineering should be considered upstream alongside the tech review.

    But you should not wait until post acqusition to begin thinking about the technology fit. That’s a recipe for disaster.

  • http://www.BrilliantLeap.com/blog Virginia Backaitis

    What would you say about EMC’c acquisition of Business Edge? See http://bit.ly/bD8G7e

    Did it win EMC anything at all?