出售风云：我们如何把公司卖给惠普
John O'Farrell | 2012-06-14 14:40
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[译文]
But screw your courage to the sticking-place, and we'll not fail.
— William Shakespeare, Macbeth
This is the final post in a series dealing with the importance of strategic business development (Here are Parts I, II, III and IV).
In my last post, I described how, at Opsware, we would step back from the fray about once a year to go through a strategic review of our situation with the board. In November 2005, our conclusion was to keep on building an independent company, but in early 2007 another review led us to a different conclusion. Our business was strong, but meeting quarterly expectations was difficult and the market wasn't rewarding us for the growth and leading market position we had achieved. We were at a decision point: Plow even more money into R&D and sales expansion or explore a sale. We decided to explore a sale, but only if we could achieve a top-dollar price for our shareholders.
The dance begins: May 2007
Our February update meetings with the major enterprise IT players had piqued their interest and led to several follow-ups. The key was to get someone to set an initial price. On May 22, we went back to the Opsware board with an update. A company we'll call Company 1 had just offered to buy the company for $11/share. That was a 38% premium—good, but not exceptional. Once again, we discussed the opportunities, risks and shareholder value implications of continuing in the business. We debated long and hard: What was our number?
We decided to send a strong message to anyone considering us as a target: We told Company 1 that the Board had rejected its $11/share offer and would not give serious consideration to any new offer below $14/share. For good measure, we took the opportunity to notify the other companies who'd followed up with us (HP and several others) that we'd received an offer but were not interested in discussing any deal below $14. Since that was a 75% premium over our current price, Company 1, HP and everyone else told us they were out. We sent all of them letters requesting the return or destruction of any information we had shared. Those brief dreams of exit seemed to be just that—dreams. We went back to the slog of making yet another quarter.
Then, almost a month later, the CEO of Company 1 came back offering $13.25/share. Yes! We were getting close to our magic number! We reconvened the board for a serious, fact-based discussion of staying the course versus selling in this price range. Our analysis suggested we would have to grow revenues at least 75% annually to exceed $15/share. That seemed impossible—Wall Street consensus was 28%.
In addition to upside opportunities, we discussed the risks of staying standalone. (Note #6, macroeconomic slowdown: We had no idea how real a risk that would turn out to be just months later.)
It was clear: We should exit. We decided to stick to our guns and drive for a deal at $14/share, leveraging competition and urgency to get there. The first step was to get Company 1 to $14, which we did two days later. Then we notified the others, notably HP, that we had an offer at $14. A whirlwind of meetings and calls followed with the various contenders.
While we had discussions with 10 companies, by July 18 it became a two-horse race between Company 1 at $14.05/share and HP at $14.25/share, each acutely aware of the other's interest. To keep up the pressure, we negotiated detailed agreements with both in parallel right up to the end, with a real prospect of getting to $15 or more. Although exhausted, we were on a massive emotional high—this was going to be a fittingly impressive end to an eight-year odyssey!
Crisis strikes: July 18
Then, with 24 hours to go, we had an inconceivably ugly crisis. In diligence, Company 1's auditors, Ernst and Young (EY), challenged the way we had accounted for three customer contracts, despite the fact that EY was also our auditor and had ordered this accounting. Unbelievably, two regional offices of EY were disagreeing with each other. Called to arbitrate, the national office sided with Company 1's regional office and informed us we would have to restate our publicly-filed financials for the past several years! While the issue was entirely technical and the amounts immaterial, the prospect of a restatement was horrifying. Not only had our glorious deal suddenly vaporized, but by chasing it we'd triggered something that might panic investors and cut our stock price in half. In the blink of an eye, our likely outcome had plummeted from $15/share to maybe $4/share. We were devastated.
Company 1 was seriously spooked and asked for a couple of days delay. We knew we'd have to tell HP. We put the best face we could on it—"technical issue, immaterial amounts, no impact on value, etc.". Hearts in our mouths, we waited for their reaction. To our intense relief, they reacted with concern but didn't walk. However, our leverage was gone and our deal seemed on the brink of collapse.
Our only hope was to get the three customers to agree to a minor change in their contract language that would enable the original accounting treatment. Theoretically possible, but we were almost out of time, and these were huge corporations. Working through the night in a hot stuffy conference room, we started emailing and calling our executive contacts. Unbelievably, in a testament to the strength of our customer relationships, all three mustered their attorneys and got it done in 24 hours. Restatement avoided! We were back on track—but with only one bidder currently left at the table. Could we still get it done?
Psych test: July 19
Perhaps sensing advantage, HP execs suddenly dropped their offer to $13.75 in a tense 3 pm meeting the next day with Ben and me in their executive offices. We were furious, but we had come this far and we had no other live bidder. Maybe we should just suck it up and accept that EY's ineptitude had cost us a few hundred million dollars?
Then, thinking on the fly, we realized it wasn't that simple. How we reacted would be critical, not just to the deal price but to the very survival of the deal itself. Anything less than an unequivocal rejection would signal to them that they were in the driver's seat. If we were now willing to accept $0.50 less per share, then why not $1 or $2 or $3 less? If there was really no one else at the table, why not drag out the process and wear us down? After all, this was a very expensive deal—why not terminate and restart at a much lower valuation?
We knew HP was the only one currently at the table, but they couldn't be sure of that. We knew it was time to "screw our courage to the sticking-place". We informed them that we had scheduled a final board meeting for 6:30 pm and we would not be recommending the deal with HP for anything less than the original price.
With Company 1 still AWOL and no word from HP, we started the board meeting. What the hell were we going to tell the board? Had we killed our deal over 50 cents a share?
We needn't have worried. By 6:35 pm, my cellphone was lighting up with calls from HP's M&A guy, worried they were about to lose the deal. We made him wait. When I finally called him back about 7 pm, he told me they were willing to offer $14.05. Ha! Although some board members and fellow execs strongly urged us to take it, we resolved to go back for the final 20 cents as a matter of principle and to preserve the crucial psychology of a hard-won deal. Fifteen minutes later, we had an agreement to sell Opsware to HP for $14.25/share in cash. We were drained, but elated. Our eight-year journey was at an end.
In summary
Although we never built Opsware with the intent of selling it, acquisition ultimately turned out to be the best outcome for our shareholders and our employees. While the company was clearly an attractive target, the significant premium we achieved in the sale was also the result of the company's ongoing investment in strategic business development and a tightly executed deal process. And in knowing where the exits were.
只要鼓起全部勇气，我们就决不会失败。 — 威廉•莎士比亚，《麦克白》 这是探讨战略性业务开发之重要性的系列文章的结局篇（前四部分参见 I, II ，III and IV）。 在前一部分中，我描述了在自动化软件供应商Opsware每年我们都会抛开琐事，与董事会一起对公司的现状进行战略评估。2005年11月，我们的结论是继续独立运营，但到了2007年初，我们的评估结论却大相径庭。公司业务强劲，然而达到每季度的预期绝非易事，公司的成长和所达到的市场领先地位也并没有在股票市场上给我们带来回报。我们走到了这样一个决策的时间节点：投入更多资金进行研发和销售拓展，还是尝试出售公司。我们决定走后一条路，但必须为股东赢得足够高的售价。 大戏上演：2007年5月 二月份，我们照常与主要企业信息技术公司举行业务更新会晤，他们的收购兴趣导致了数次后续会谈。关键是找到某家公司，让它开价。5月22日，我们向董事会汇报进展。代号为“1号公司”的某个企业刚刚提出每股11美元的收购价。那是38%的溢价——不错，但还不够好。我们再一次讨论：如果继续运营我们面临什么样机会、风险，而股东价值如何体现。反复讨论的焦点就是：我们该还价多少？ 最终的决定向所有有意竞购公司的人发出了强烈信号：我们告诉1号公司，董事会拒绝了每股11美元的报价，而且不会认真考虑任何14美元以下的报价。这样我们也等于告诉其它和我们进行后续会谈的公司【普惠（HP）和其它几家公司】，我们已经收到收购要约，但不会贱卖公司，正可谓是一箭双雕。但14美元的价格有高达75%的溢价，1号公司、普惠和其它所有人都选择了退出。我们则发出信函要求所有公司退回或销毁我们与之共享的公司材料。退出的黄粱美梦看来就是美梦而已了。我们将继续又一个季度的艰苦跋涉。 然而差不多一个月之后，1号公司率先服软，将收购价增加到每股13.25美元。太棒了！接近我们的心理价位了！我们重新召集董事会，实事求是地严肃讨论，是继续运营还是在这个价格附近出售公司。我们的分析表明，只有收入年增长75%以上，才能实现15美元的股价。这个目标很难实现：当时华尔街的一致预测也不过28%。 除了考虑上行空间，我们还讨论了独立运营的风险。（请注意第6条，宏观经济放缓：我们完全没有想到几个月之后这个风险就会如此巨大而真实。） | But screw your courage to the sticking-place, and we'll not fail. — William Shakespeare, Macbeth This is the final post in a series dealing with the importance of strategic business development (Here are Parts I, II, III and IV). In my last post, I described how, at Opsware, we would step back from the fray about once a year to go through a strategic review of our situation with the board. In November 2005, our conclusion was to keep on building an independent company, but in early 2007 another review led us to a different conclusion. Our business was strong, but meeting quarterly expectations was difficult and the market wasn't rewarding us for the growth and leading market position we had achieved. We were at a decision point: Plow even more money into R&D and sales expansion or explore a sale. We decided to explore a sale, but only if we could achieve a top-dollar price for our shareholders. The dance begins: May 2007 Our February update meetings with the major enterprise IT players had piqued their interest and led to several follow-ups. The key was to get someone to set an initial price. On May 22, we went back to the Opsware board with an update. A company we'll call Company 1 had just offered to buy the company for $11/share. That was a 38% premium—good, but not exceptional. Once again, we discussed the opportunities, risks and shareholder value implications of continuing in the business. We debated long and hard: What was our number? We decided to send a strong message to anyone considering us as a target: We told Company 1 that the Board had rejected its $11/share offer and would not give serious consideration to any new offer below $14/share. For good measure, we took the opportunity to notify the other companies who'd followed up with us (HP and several others) that we'd received an offer but were not interested in discussing any deal below $14. Since that was a 75% premium over our current price, Company 1, HP and everyone else told us they were out. We sent all of them letters requesting the return or destruction of any information we had shared. Those brief dreams of exit seemed to be just that—dreams. We went back to the slog of making yet another quarter. Then, almost a month later, the CEO of Company 1 came back offering $13.25/share. Yes! We were getting close to our magic number! We reconvened the board for a serious, fact-based discussion of staying the course versus selling in this price range. Our analysis suggested we would have to grow revenues at least 75% annually to exceed $15/share. That seemed impossible—Wall Street consensus was 28%. In addition to upside opportunities, we discussed the risks of staying standalone. (Note #6, macroeconomic slowdown: We had no idea how real a risk that would turn out to be just months later.) |
很清楚：我们应该退出。我们决定不改初衷，利用买家的竞争和迫切心情，力求以每股14美元达成交易。第一步就是让1号公司加价到14美元，两天后轻松搞定。然后我们通知其他人，特别是惠普，我们已经手握14美元的竞标。随即就是和各个买家的会晤和电话，忙得不亦乐乎。 虽然我们和10家公司展开讨论，但到了7月18日的时候，只剩下两个竞争者了：1号公司出价14.05美元，惠普出价14.25美元，两家都深谙对方的兴趣。为保持对买家的压力，我们同时与两家展开平行的协议细节谈判，15美元、甚至更高的价格看来也触手可及了。虽然筋疲力尽，我们仍然斗志昂扬：八年的艰苦历程，这样精彩的结局可算是心满意足了！ 危机爆发：7月18日 世事难料，就在还有24小时交易即将达成之时，我们遭遇了一场严重危机。在尽职调查中，1号公司的审计师安永（Ernst and Young）公司质疑我们对三个客户合同的会计处理，而安永也是我们的审计师，正是他们实施了该项会计处理。实在难以想象，安永的两家地区办事处会出现分歧。安永美国总部被招来进行仲裁，不幸的是，他们站在1号公司一边，我们必须重述过去数年的公开财务报表！虽然这纯粹是个技术问题，数额也无关紧要，财务重述却能让我们堕入悲惨世界。不仅仅高价出手的美梦破灭，还可能触发投资者的恐慌，导致股价腰斩。眨眼之间，15美元每股就有可能变成4美元每股。我们都目瞪口呆。 | It was clear: We should exit. We decided to stick to our guns and drive for a deal at $14/share, leveraging competition and urgency to get there. The first step was to get Company 1 to $14, which we did two days later. Then we notified the others, notably HP, that we had an offer at $14. A whirlwind of meetings and calls followed with the various contenders. While we had discussions with 10 companies, by July 18 it became a two-horse race between Company 1 at $14.05/share and HP at $14.25/share, each acutely aware of the other's interest. To keep up the pressure, we negotiated detailed agreements with both in parallel right up to the end, with a real prospect of getting to $15 or more. Although exhausted, we were on a massive emotional high—this was going to be a fittingly impressive end to an eight-year odyssey! Crisis strikes: July 18 Then, with 24 hours to go, we had an inconceivably ugly crisis. In diligence, Company 1's auditors, Ernst and Young (EY), challenged the way we had accounted for three customer contracts, despite the fact that EY was also our auditor and had ordered this accounting. Unbelievably, two regional offices of EY were disagreeing with each other. Called to arbitrate, the national office sided with Company 1's regional office and informed us we would have to restate our publicly-filed financials for the past several years! While the issue was entirely technical and the amounts immaterial, the prospect of a restatement was horrifying. Not only had our glorious deal suddenly vaporized, but by chasing it we'd triggered something that might panic investors and cut our stock price in half. In the blink of an eye, our likely outcome had plummeted from $15/share to maybe $4/share. We were devastated. |
1号公司显然被吓坏了，要求推迟谈判。我们知道瞒不过惠普。我们讲尽好话：“技术问题，数额很小，不影响公司价值”，心都跳到嗓子眼上了，却只有等待他们的反应。他们显然也有担心，但并没有掉头就走。我们总算松了一口气，但失去了谈判的杠杆，交易随时可能流产。 唯一的希望就是让三家客户同意对合同语言做出小幅修改，从而维持原有的会计处理。理论上可行，但时间紧迫，客户又都是大公司。我们在闷热的会议室连夜加班，用电邮和电话联系客户管理层。难以置信，所有三家公司都召集律师在24小时内完成了修改，这是我们客户关系部门的重大胜利。财务重述终得避免！我们又重回谈判桌，不过现在只剩一个买家了。我们还能达成目标吗？ 心理大战：7月19日 也许是感觉到优势回到了他们那边，惠普高管在第二天下午3点在惠普行政办公室举行的紧张会谈中突然把报价降到了13.75美元。本和我怒火中烧，但我们已经投入这么多时间和精力，而且没有其他竞标者。难道我们应该接受现实，任凭安永的无能让我们白白损失数亿美元？ 在回程的飞机上，我们意识到事情并不那么简单。我们的反应将至关重要，它不仅仅关系到交易价格，甚至关系到交易本身的生死存亡。如果我们不能毫不含糊的拒绝，他们就会明白，自己已经掌控全局。如果我们愿意接受0.5美元的降价，何不试一试1美元、2美元、甚至3美元呢？如果确实没有其他的竞争者，何不拖延谈判直至拖垮我们？再说了，这是一笔昂贵的交易：何不终止现有谈判，从新的低估值重新开始呢？ 我们知道惠普是剩下的唯一买家，但他们并不确定。该到“鼓起我们的全副勇气”的时候了。我们知会惠普，我们将在下午6:30召开最后的董事会会议，如果惠普不能恢复原价，我们不会推荐与其交易。 1号公司仍然开小差，惠普也没有新消息，董事会会议召开了。怎么和董事们交代呢？难道说我们因为每股50美分的差价谈崩了？ 我们无须担心。下午6:35我的手机闪动起来，是惠普并购部门负责人的电话，他一定担心会失去收购机会。我们故意让他等了一会，最后我在7点回电，他说愿意提价到14.05美元。哈！虽然某些董事和管理层强烈要求接受报价，我们打定主意要回最后的20美分，为了坚持原则，也为了在这桩来之不易的交易中保持心理优势。15分钟之后，双方达成一致，将Opsware以每股14.25美元的价格售予惠普。我们筋疲力尽，但也兴高采烈。八年的历程终于熬到头了。 | Company 1 was seriously spooked and asked for a couple of days delay. We knew we'd have to tell HP. We put the best face we could on it—"technical issue, immaterial amounts, no impact on value, etc.". Hearts in our mouths, we waited for their reaction. To our intense relief, they reacted with concern but didn't walk. However, our leverage was gone and our deal seemed on the brink of collapse. Our only hope was to get the three customers to agree to a minor change in their contract language that would enable the original accounting treatment. Theoretically possible, but we were almost out of time, and these were huge corporations. Working through the night in a hot stuffy conference room, we started emailing and calling our executive contacts. Unbelievably, in a testament to the strength of our customer relationships, all three mustered their attorneys and got it done in 24 hours. Restatement avoided! We were back on track—but with only one bidder currently left at the table. Could we still get it done? Psych test: July 19 Perhaps sensing advantage, HP execs suddenly dropped their offer to $13.75 in a tense 3 pm meeting the next day with Ben and me in their executive offices. We were furious, but we had come this far and we had no other live bidder. Maybe we should just suck it up and accept that EY's ineptitude had cost us a few hundred million dollars? Then, thinking on the fly, we realized it wasn't that simple. How we reacted would be critical, not just to the deal price but to the very survival of the deal itself. Anything less than an unequivocal rejection would signal to them that they were in the driver's seat. If we were now willing to accept $0.50 less per share, then why not $1 or $2 or $3 less? If there was really no one else at the table, why not drag out the process and wear us down? After all, this was a very expensive deal—why not terminate and restart at a much lower valuation? We knew HP was the only one currently at the table, but they couldn't be sure of that. We knew it was time to "screw our courage to the sticking-place". We informed them that we had scheduled a final board meeting for 6:30 pm and we would not be recommending the deal with HP for anything less than the original price. With Company 1 still AWOL and no word from HP, we started the board meeting. What the hell were we going to tell the board? Had we killed our deal over 50 cents a share? We needn't have worried. By 6:35 pm, my cellphone was lighting up with calls from HP's M&A guy, worried they were about to lose the deal. We made him wait. When I finally called him back about 7 pm, he told me they were willing to offer $14.05. Ha! Although some board members and fellow execs strongly urged us to take it, we resolved to go back for the final 20 cents as a matter of principle and to preserve the crucial psychology of a hard-won deal. Fifteen minutes later, we had an agreement to sell Opsware to HP for $14.25/share in cash. We were drained, but elated. Our eight-year journey was at an end. |
结语 虽然我们创办Opsware的初衷从来都不是为了出售公司，收购却最终成为对股东和雇员最有利的结果。我们的公司显然是一个很有价值的收购目标，但最终的惊人溢价也来自于公司对战略业务开发的持续投资和严格执行的交易过程。当然，你首先得知道，出路在什么地方 。 | In summary Although we never built Opsware with the intent of selling it, acquisition ultimately turned out to be the best outcome for our shareholders and our employees. While the company was clearly an attractive target, the significant premium we achieved in the sale was also the result of the company's ongoing investment in strategic business development and a tightly executed deal process. And in knowing where the exits were. |
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