What Is This Acquisition Worth to You?

On August 8, 2017, Disney announced it would pay $1.58 billion for control of BAMTech, a streaming technology company.1 Disney was highly profitable. For fiscal 2016, it had reported record revenue of $55.6 billion.2 Yet on the same day it reported that quarterly net income was down 9% and that operating income in its Media Networks segment was down 22%.3

What was BAMTech worth to Disney? The answer depends on what it added and what it kept Disney from losing, not only on what BAMTech earned.

Compare the acquisition’s total expected value with your best alternative: what you buy, what combining adds, and the loss it avoids, minus the price and the cost of making it work. A rival’s bid does not raise that value. A rival’s ownership can lower what your alternative is worth, and that does.

This is the third article in a series about the middle: a business that earns money by connecting market participants or supplying a shared capability they would struggle to provide themselves. The first looked at how AI changes what a middle gets paid for. The second asked who can own one without wrecking it. This one asks what a buyer should pay.

The core can stay profitable while parts of it are under pressure

The announcement paired the purchase with plans for Disney- and ESPN-branded streaming services.1 Part of what Disney paid for was growth. Part was control of how customers reach its product.

The announcement does not show what the purchase eventually returned.

The takeaway is narrower, and I think more useful. A company can act while it is still highly profitable, with early pressure showing in parts of the business. The first sign often shows up in how customers reach the product, not in the product.

The next control point may matter more than another point of share

Google makes the same point from a different angle. In July 2018, Sundar Pichai explained Android’s business model. Google had offered the platform free to phone makers since 2007 and had invested billions in building it. He tied the economics to the chance to distribute Google apps, including services that earn revenue.4

That is Google’s own account, written in response to a competition decision. Treat it as company-stated economics, not proof of every benefit Google claims.

Within that limit, the contrast is useful. One path is to win another point of share inside a service you already sell. Another is to hold the environment through which the next customers reach every service. That layer can earn little on its own and still shape where the rest of the money is made.

A low direct price does not mean a small market. It can mean the money is collected one layer up.

The buyer can sacrifice outside sales to strengthen its own business

Amazon announced its $775 million purchase of Kiva Systems on March 19, 2012.5 Two years later, an Amazon manager told Supply Chain Digest that Kiva would serve Amazon’s own needs and would not be sold to the general market for at least two years. The reason given was capacity: Amazon’s growth was using up Kiva’s manufacturing and deployment.6

The source does not prove a net gain in dollars.

What it does show is that maximizing Kiva’s outside sales was a different goal from maximizing Amazon’s fulfillment network. The target can become less available to its old customers while becoming more useful to its new owner.

So ask whose value you are measuring. Kiva’s possible sales to third parties, Amazon’s system-level benefit, the outcome for Kiva’s former customers, and total market welfare are four different numbers. A gain for the buyer does not show a gain for the market.

Article 2 in this series makes the matching point. When outside participation creates the value, the owner has to keep it. When use inside the buyer’s own business creates enough value, the buyer may rationally accept losing outside business. The deciding question is which source of value depends on keeping the middle open.

The economics change when you value what the acquisition protects

The clearest documented case is Visa and Plaid. In November 2020, the Department of Justice sued to block Visa’s proposed $5.3 billion acquisition of Plaid. The complaint cited internal Visa documents. The department said they described protecting Visa’s U.S. debit business and concern about Plaid, whether independent or owned by a competitor.7 Visa and Plaid abandoned the deal in January 2021.8

Treat those as allegations, and the documents as the DOJ described them. There was no trial on this deal. Nothing here shows the price was justified, that the threat would have come true, or that a defensive purpose would be lawful.

As a way to think, though, it is unusually direct. Standalone valuation measures the target’s expected future cash flows as an independent business. A buyer facing a threat to a business it already has is pricing more than that.

Here is the discipline I would use. These steps are mine, not findings from the case.

First, define the alternatives. The target stays independent. A rival buys it. You partner. You build your own. You do nothing. Compare the deal with the best of those, not with an assumed catastrophe. The independent-target case belongs on the list, since the complaint cited concern about Plaid standing alone.

Second, add up the value of the whole deal. That includes the target’s own future cash flow and growth, what combining the two businesses adds, and the loss you avoid. Count the loss avoided as the credible loss against your best alternative, not the size of your core business. Reduce each expected benefit for the chance it does not arrive, and for how long it takes.

Third, subtract the purchase price and any additional costs or participant losses not already reflected in expected cash flows. Count each benefit, cost, and risk once.

Illustration, not a case. A board is offered a company that connects its customers to a service it does not control. The evidence to examine is how much of its customers’ use depends on that company, and who else could buy it. The alternative to compare is a partnership it could sign this year. The condition that changes the decision: if that partnership is available and holds, the loss avoided shrinks, and so does the price the board should pay.

Once the new control point is obvious, the strategic window may be closing

In April 2007, Google announced it would buy DoubleClick for $3.1 billion.9 In May 2007, Microsoft announced a deal of about $6 billion for aQuantive.10 In 2012, Microsoft recorded a $6.2 billion goodwill impairment, mostly related to aQuantive. It said the acquisition had not accelerated growth as it had expected.11

A competitor’s deal can shorten your clock. The impairment is the warning that urgency does not validate a price.

Do not read more into the pair than it holds. The two assets were different, so these prices are not a controlled comparison of early and late buyers. The sources do not show that one announcement caused the other, or why the aQuantive deal underperformed.

What I take from it: early acquisition can buy capability, and late acquisition can buy scarcity. That is my diagnostic, not a law shown by two prices. Scarcity can raise the price without improving the fit.

Bidding pressure and a changed alternative are different things. A rival’s higher bid alone is not a reason to pay more. But if a rival’s ownership would worsen your own position, your alternative is now worth less, and the loss the deal avoids is larger. Price that change, and nothing more.

So the board needs two things before it says yes: a walk-away price, because a strategically important asset can still cost too much, and a credible alternative to buying, because without one there is no walk-away.

Related Video: What Is A Leadership Development Program?

The Bottom Line

Compare the acquisition’s total expected value with your best alternative: what you buy, what combining adds, and the loss it avoids, minus the price and the cost of making it work. A rival’s bid does not raise that value. A rival’s ownership can lower what your alternative is worth, and that does.

Across the three articles, three questions apply to any middle. What do we contribute that customers and suppliers cannot easily replace? Which contributions would disappear under a particular owner? What is a purchase worth compared with the best credible alternative?

Before your next board meeting, ask what you cannot afford to have a competitor own. Then ask what you would pay to prevent it, and what you would do if the answer were no.

If you are weighing an acquisition meant to protect your core business, I would like to help you pressure-test the number. Schedule a call or email me at jim@jfjordan.com to discuss how to strengthen your position.

Sources and notes

1. The Walt Disney Company to Acquire Majority Ownership of BAMTech, August 8, 2017. The $1.58 billion buys an additional 42%, moving Disney from 33% to majority ownership.

2. Disney Reports Fourth Quarter and Full Year Earnings for Fiscal 2016, November 10, 2016. SEC filing.

3. The Walt Disney Company Reports Third Quarter and Nine Months Earnings for Fiscal 2017, August 8, 2017. Net income $2,366 million, down 9%; Media Networks operating income $1,842 million, down 22%.

4. Pichai, S. Android has created more choice, not less, Google, July 18, 2018. Note: company-stated economics; I have not used any original Android acquisition price.

5. Amazon.com to Acquire Kiva Systems, Inc., Amazon, March 19, 2012.

6. Amazon will not Make Kiva Systems Available to General Market for at Least Two Years, Supply Chain Digest, March 31, 2014. Note: based on an interview with an Amazon manager; the stated reason was internal capacity demand, not an intent to shut out rivals.

7. Justice Department Sues to Block Visa’s Proposed Acquisition of Plaid, November 5, 2020. Note: allegations citing internal documents, not a judgment.

8. Visa and Plaid Abandon Merger After Antitrust Division’s Suit to Block, January 12, 2021.

9. Google to Acquire DoubleClick, April 13, 2007. SEC filing.

10. Microsoft to Acquire aQuantive, Inc., May 18, 2007.

11. Microsoft Announces Non-Cash Accounting Charge, July 2, 2012.

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