Who's buying whom?

When a prosperous company buys a struggling company you have to wonder what they’re really buying.

Here’s how to think about it. A company is defined as the sum of three values: resources, processes and priorities (RPP). Everything of value can be classified into these three categories.

When one company buys another it’s the equivalent of one set of RPPs trying to engulf or swallow another set of RPPs. The simplest (naïve) interpretation is that an acquisition is the purchase of Resources in terms of customers, sales, profits, etc. It might be of assets like employees, intellectual properties, brand etc. I say this is naïve because Resources are the easiest to value because they can be measured and valuing only what can be measured while ignoring what can’t be measured is deeply mis-pricing.

So most people look for the “R” value or the value of Resources in an acquisition. It’s may be naïve but it is what markets typically value because it’s what they can price. But what happens when the “R” is flimsy or fleeting?

The answer has to be that it’s  the processes or even priorities which are valued by the acquirer.

These are difficult to value which, as I’ve argued in The Innovator’s Curse, is why they are not reflected in a share’s price. When there is a price paid for these fuzzy assets, they are often interpreted as a “premium” to the market price. But that may not be the way a buyer sees it.

When buying a set of Processes, a buyer may see a bargain because their costs for building a similar process could be enormous, even infinite. In the case of Nokia, the process of building hardware may be infinitely valuable to Microsoft as they have had dreadful luck doing it themselves. But they’re seen as value free to the market because it seems that there are many others who are building hardware.

The trickiest thing to perceive though is the value of a set of Priorities. Priorities are the answers to the “Why” question as much as Resources are the answers to the “What” and processes are to the “How.” If you were to think in terms of software engineering Priorities are the “Specifications” where the Resources are the data and Processes are the algorithms. They determine the direction and reasoning of why a company even exists. If you have bad specs, it never matters whether the algorithm is efficient and you have all the data: you are building the wrong thing.

Acquiring Priorities is also fundamental in that they are usually exclusive. A company typically only has room for one set. If there are conflicting priorities, they need to be sorted out else the company can end up in a state of internal conflict and dysfunction. So if you’re acquiring a set of Priorities, it’s likely that you’ll have to discard your own. It makes most sense when a company which might otherwise be prosperous needs to change direction.

So, in a way, an acquisition of Priorities is almost a reverse acquisition. The acquired is actually “buying” the acquirer. The acquired company’s Priorities (and hence Processes and Resources) become the guiding principles in the acquirer. It’s what happened when Apple bought NeXT and may have happened when Disney bought Pixar.

Some companies are “Resource-heavy”, some are “Process-heavy” and some are “Priority-heavy”. Great companies tend to have great sense of priority. They may also have greatness in the other asset classes but it’s rare to find a great company without a great sense of purpose.

So the question for the Microsoft Nokia deal is what is Microsoft buying?

Resources? Sure, there is IP and a team. But the chances are that not all the team members will be kept on. See what happened to Motorola after it was acquired by Google.

Processes? Absolutely. Microsoft needs device development processes desperately.  They may seem a commodity but it turns out that running great hardware businesses is hard, very hard.

Priorities? Here we have to pause. To acquire Nokia’s priorities means acquiring its business model; its belief system. Perhaps they will be discarded and they’re not valued. Perhaps, as is often the case, the acquirer becomes allergic to the new priorities.

But Microsoft has made it clear that they are now a “Devices and Services” company. As much as Apple changed its name to exclude “Computer,” Microsoft is almost changing its name to exclude “software”. It will still make software, to be sure, but for it to get paid it needs to integrate that software into hardware and services.

My first thought on this is that Nokia’s priorities are not sufficient for the company that Microsoft wants and needs to become, but there are some priorities which are necessary and which it values.

It may be too much to say that with respect to Priorities, Nokia acquired Microsoft, but insofar as Microsoft is having to transform its business model, what Nokia devices brings is an integral component of the new.