Академический Документы
Профессиональный Документы
Культура Документы
By
Eric Bravo Eslao
San Francisco, California
November 5, 2009
CERTIFICATION OF APPROVAL
_______________________________________
Mitchell Marks
Assistant Professor of Management
________________________________________
Michael D. Meeks
Assistant Professor of Management
ii
ABSTRACT
Eric Eslao
The purpose of this project is to study Cisco's acquisition strategy. The research methods to
be used will consist of literary review (e.g. Wall Street Journal, Los Angeles Times, and
Financial Times). All information is publicly available. The outcome of this project will be to
discover how Cisco's has leveraged its acquisition strategy for growth and innovation.
_______________________________________ _______________________
Mitchell Marks November 5, 2009
Assistant Professor of Management
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TABLE OF CONTENTS
Certification of Approval ii
Abstract iii
I. EXECUTIVE SUMMARY 1
II. INTRODUCTION 2
III. METHODOLOGY 4
IV. CISCO SYSTEMS 5
a. Business Description
b. Acquisition History
V. VISION & STRATEGY 9
a. Vision
b. Acquisition Strategy
i. Employee Retention
ii. New Product Development
iii. Market Share
c. Merger of Equals
VI. ACQUISITION PROCESS 15
a. Market Identification
b. Target Identification
i. Vision
ii. Culture
iii. Short-Term Win
iv. Long-Term Wins
v. Location
c. Due Diligence
d. Prior to Deal Announcement
e. The Announcement and Closing Period
f. First 90 Days
g. 90-180 Days
VII. CISCO'S FUTURE 33
VIII. CONCLUSION 36
IX. REFERENCES 37
iv
I. EXECUTIVE SUMMARY
This thesis will explore how Cisco has leveraged acquisitions as an essential aspect of
their innovation strategy and how the company has successfully integrated their targeted
throughout Cisco's history. Based on a growing body of literature, this thesis will also reveal
how Cisco has adapted its traditional acquisition strategy as the company pursues new
1
II. INTRODUCTION
Acquisitions are a risky endeavor. Layoffs are standard protocol, culture clashes are
expected, and key executives leave to greener pastures. The empirical data reveals that while
one company will succeed at meeting their strategic and growth goals through acquisition,
two or three will not fulfill the same promise (Wall & Wall, 2000, p. 16). And yet, many
leading technology companies continue to acquire new companies even with the unlikely
chance of success.
This was definitely the case during the tech boom of the 1990s. As innovation moved
at a new, ever-growing pace, many large tech companies utilized the acquisition of younger,
smaller technology firms to quickly integrate new technology advances. "The rate of change
has become so high in our industry that it is just impossible to plan your internal
developments in such a way that you will have the right technology at the right time,"
explains Phil Garner, former Senior Director of Engineering for the high-tech acquirer 3Com.
"You really have to think about going outside to some little company that might have,
through luck or insight, developed the right technology" (Wall & Wall, 2000, p. 11). The
promise of acquisition was that it was a short cut to innovation—a quicker and cheaper
By 1999, the total value of mergers and acquisitions worldwide reached a record-
breaking $3.44 trillion; by far, making this the most bustling period for M&A activity
(Deogun, 2000). However, like with everything else, the Dot Com bust brought all this
2
through acquisitions, and by doing so, materialized the benefits of M&A, many acquisitions
failed to create the intended benefits or value: few early-stage technologies blossomed and
employees abandoned ship. One study revealed that of 300 M&A deals that were valued at
over $500 million, only 43 percent of the merged companies were outperforming their non-
merged peers in shareholder returns after three years (Barr, 1997). In addition, integration of
the two companies technologies can result in major problems. After the merger of Union
Pacific and Southern Pacific in 1996, shareholders sued the merged company (claiming
management misrepresented the benefits of the merger) as the company struggled to integrate
the two management systems, which resulted in major delays and business losses for
In despite of all the pitfalls of using acquisition to innovate, a few companies have
managed to execute the strategy correctly. Companies like Microsoft, GE Capital, and Cisco
have all grown successfully through acquisitions. While these companies were briefly
sidestepped after the high-tech bubble, over the long run, they have realized tremendous
As the global leader in networking for the Internet, Cisco has had historical success in
consistently profiting from its acquisition strategy. Cisco's success can be best exemplified
by a few facts and figures. In March 2000, Cisco became the largest company in the world in
terms of market capitalization (Cisco Systems Corporate Timeline, 2008, p. 16). If a share of
Cisco stock was purchased at $18 when it went public, it would have been worth $14,000 ten
years later. More than 10 percent of Cisco's employees are now stock-option millionaires.
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III. METHODOLOGY
All information from this thesis was collected from publicly available sources. The
primary research for this thesis was conducted on Cisco's website. Much of Cisco's
information in regards to their acquisition strategy is accessible online: press releases, annual
reports, and interviews with the CEO and acquisition team. The popular books Making the
Cisco Connection (Bunnell, 2000), Cisco Unauthorized (Young, 2000), and Inside Cisco
(Paulson, 2001) were other sources. Additional literature such as case studies and articles in
magazines, newspapers, and journals were found via San Francisco State University's library
database.
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IV. CISCO SYSTEMS
a. Business Description
Founded in 1984, Cisco Systems is headquartered in San Jose, California and is the
worldwide leader in the Internet infrastructure market. Cisco went public on February 16,
1990 (Cisco Systems Corporate Timeline, 2008, p. 3). As of 2009, Cisco's stock (NASDAQ:
CSCO) was added to the Dow Jones Industrial. Today, Cisco employs more than 65,000
employees (Cisco Systems, n.d.a.). The company currently owns over 200 offices in more
Cisco built its business on manufacturing routers, a hardware device that connects
networks, and quickly gained significant market share as the need for networking surged in
the late 1980s with the use of the Internet. According to Cisco's 2009 Annual Report The
Connected World, routing accounts for approximately 17 percent of total revenue, switching
and internet telephony) totals 26 percent, service is 19 percent, and other revenue is
Currently, Cisco is investing in more than 30 new opportunities that are adjacent to
their core business. In each one of these opportunities, the technology drives innovation in
existing core products (Chairman and CEO, 2009). These new opportunities—what Cisco
calls market adjacencies—all tie into the common theme of the network being the platform
for transformation in business models, government services, and the connected consumer
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(Chairman and CEO, 2009).
Connected Communities, where they continue to advance their initiative to help cities use the
network to deliver better city management, enhance quality of life, drive economic
particular, Cisco has recently reached an agreement with the Korean metropolitan city of
Incheon and the city developer Gale International where Cisco will be the acting technology
In some cases, market adjacencies have allowed Cisco to lead in key market
transitions (technologies or trends that are disruptive to existing markets and create
transitions that Cisco can capitalize on) like in video and virtualization (Young, 2001, p. 9).
Identifying market transitions has been key to Cisco's continued growth. "The one thing
Cisco has done consistently is that whenever we take on a market in transition, we gain
market share," explains Cisco’s CEO John Chambers. "To gain market share in normal times
you slug it out forever for one or two or three percent growth. But if you catch it in transition,
you can gain 20 or 30 or 40 percent share points.... People, and companies, who get their
Cisco outsources much of its manufacturing operations. By doing so, it can quickly
increase production without having the added constraint of building factories or hiring
people. In addition, it can just as quickly reduce production without the need for layoffs
In 2001, Cisco moved from its line of business organizational structure to centralized
engineering and marketing organizations. Cisco's current structure organizes engineering into
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technology groups (e.g. voice, storage, optical, video, wireless), while marketing focuses on
leaders from across functions to define, plan, execute, and monitor its progress in market
adjacencies. Councils are teams of executives who make decisions on $10 billion
who have authority to make calls on $1 billion bets (e.g. connected homes, mobility, sports
and entertainment). Altogether, there are about 50 boards and councils, with some 750
b. Acquisition History
As with any great success story comes a tale of luck. After going public in 1990,
Cisco's business was threatened by the invention of the switch—a cheaper and faster
alternative to the router. Cisco quickly dedicated an internal team of engineers to build a
switch of their own, however, executives quickly realized it was going to be late to market.
Rather than be a late entrant, they decided to make their first acquisition in 1993:
Sunnyvale’s Cresendo Communications, a small switch maker, for $95 million (Bunnell,
2000, p. 34-37). Not only was Cisco the first to enter the switch market, it also retained many
of Crescendo's executives and the switch division became a core product of Cisco. Its
companies Grand Junction and Kalpana (Cisco Systems Corporate Timeline, 2008, p. 6-7).
Today, the switching unit generates $12.1 billion of the $36.1 billion of Cisco’s total revenue
7
Since their first acquisition, Cisco has maintained a healthy appetite for purchasing
companies. From 1995 to 2000, Cisco maintained a steadfast rise in annual income and rapid
growth while the Internet industry was booming; this period paralleled the busiest period of
M&A activity for Cisco with the purchase of 69 companies (Cisco Systems Corporate
Timeline, 2008, p. 7-19). However, Cisco slowed down the number of acquisitions
dramatically and only acquired ten companies from 2001 to 2003. Fortunately, Cisco was
able to recover quickly, and from 2005 to 2008, Cisco was back on a steady growth pattern
Today, during what is clearly the toughest economic challenge for every company,
Cisco's revenues have decreased by approximately nine percent: total revenue for fiscal year
2009 was $36.1 billion compared with fiscal year 2008 revenue of $39.5 billion (Chairman
and CEO, 2009). In 2009, since the publishing of this thesis, Cisco has only acquired two
2009).
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V. VISION & STRATEGY
a. Vision
Cisco has a well-defined vision of what it takes to be successful within its industry.
Cisco's vision shapes overall strategy and guides employees to takes actions that move the
company toward the company's corporate and customer-oriented goals and objectives.
Furthermore, Cisco’s vision helps define its organizational structure, procedures, and policies
Here are major points taken from Cisco's vision (Paulson, 2001, p. 60):
• Customers are not just looking for specific products that deal with only one
• Proprietary standards are the old way of doing business; compliance with open
For Cisco, building a clear vision for the future is a key reason why they've been so
effective at acquisitions. Cisco's emphasis on vision helps to keep its focus and identity intact
while it continually acquires companies. The company upholds the importance of vision to
such a high degree that sharing a compatible vision with Cisco is a requirement for any
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b. Acquisition Strategy
“Build, Buy, Partner” (Cisco Systems, n.d.b.), and in many cases, Cisco employs these tools
throughout the lifecycle of a new technology: by first learning through partnering (Partner),
then leveraging internal R&D to improve and speed the technology's development (Build),
and lastly, acquiring the entire business to quickly bring the technology to a global market
(Buy).
An example of Cisco executing this philosophy is with its entrance into the optical
Network, a small startup located in Texas (Cisco Completes, 1999). Cisco's investment in
this company gave it access to the cutting-edge technology and engineering staff, and
What they are most known for—and the focus of this thesis—is the “buy” aspect of
this strategy. Cisco’s acquisition strategy focuses on growth and innovation by addressing
three key areas: employee retention, new product development, and market share (Bryne,
1998).
i. Employee Retention
generation technology when internal innovation is not enough to enter or to further penetrate
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a particular market segment. According to Chambers, employee retention is crucial to this
objective: "When we acquire a company, we aren't simply acquiring its current products;
we're acquiring the next generation of products through its people. If... all you are doing is
buying the current research and the current market share, you're making a terrible
employees as he puts it in financial terms: "We pay between $500,000 and $2 million per
person in an acquisition, which is a lot. So you can understand that if you don't keep the
people, you've done a tremendous disservice to your shareholders and customers" (Waters,
2002, p. 94). While industry-wide turnover in acquired companies is typically more than 20
percent, Cisco's is only 2.1 percent (Wall & Wall, 2000, p. 15).
Another reason for the emphasis on employee retention, which is less obvious, stems
from the difficulty to secure top engineering talent in Silicon Valley. Hiring a whole
department of engineers is “the number one reason for M&A in the technology industry,”
explains Larry Blohn, CEO of net.Genesis. “It’s the only way to hire 20 to 30 engineers”
Cisco’s acquisition strategy is also a substitute for in-house research and development
(Nee, 2001). High-tech companies use acquisition instead of R&D to establish market
position quickly in response to shortening product life cycles (Bower, 2001). While many
industries measure product cycles in years, in the high-tech market the average product life
cycle is six to 18 months. In this fast-paced environment, Cisco recognizes that if it cannot
develop a product with internal resources within six months, it must buy its way into the
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market or miss the window of opportunity (Bower, 2001). However, it must be noted that
acquisitions have not replaced R&D at Cisco. To put things in perspective, Cisco creates
Cisco's strategy is to also acquire technologies that will benefit the company's
customers, employees, contract manufacturers, and other supply chain partners. According to
Li (2009), Cisco links their complex network of partners, vendors, and suppliers (referred by
the author as a business ecosystem) to leverage the acquired technologies for the benefit of
the entire network and to maintain Cisco's growth rate (p. 379). For example, the acquisition
data transfer (data, voice, and video) over a network. Following that key acquisition, Cisco
purchased Signal Works (in 2003), Riverhead Networks (in 2004), Protego Networks (in
2004), P-Cube (in 2004), and Scientific-Atlanta (in 2005) to complement the purchase of
GeoTel Communication, yielding products and technology that supported the entire business
ecosystem and its objective to provide all-in-one data transfer (Li, 2009, p. 383).
Targeting principally small startups with leading-edge technologies, Cisco has been
able to take these acquired technologies to market with scale and speed through their global
sales and marketing teams. The success of Cisco’s first acquisition of Crescendo solidified
this very process (Young, 2000, p. 179). “At the time we made our first acquisition we had a
wonderful asset in the form of a channel to sell, install, and service products for the global
market,” explains John Morgridge, Cisco’s ex-CEO and current Chairman Emeritus. “As a
result, there was tremendous leverage in acquiring a product that met the market requirement
and to put it through our channels. We can take [a new product] and leverage it very
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dramatically. To a large degree, that has been our strategy with most acquisitions” (Kenney
Cisco will only enter markets if it can achieve a first or second leadership position.
The company sets to have a 50 percent market share in every market it enters and expects to
control 20 percent market share upon entry (Paulson, 2001, p. 29). Cisco's move into digital
subscriber line (DSL) exemplifies this very standard; in 18 months, Cisco dominated the
market with the purchases of Telesend (in 1997), Dagaz (in 1997), NetSpeed International
(in 1998), and Maxcomm (in 1998) (Cisco Systems Corporate Timeline, 2008, p. 9-12).
At Cisco, market share growth is an important indicator of success. Given the fact
that Cisco expects approximately 60 percent profit margins, market share growth in rapidly
growing markets amounts to massive returns (Kenney & Mayer, 2004). Cisco executives
justify Cisco’s acquisition prices, which many Wall Street critiques deem as too high, for this
c. Merger of Equals
Cisco makes it very clear to the small Silicon Valley startups that any acquisition is
not a merger of equals: it will be fully integrated into Cisco and that everything the target
currently does and knows will likely be changed in the integration process. And while Cisco
has made large purchases like Scientific-Atlanta for $6.9 billion in 2005, Arrowpoint
Communications for $5.7 billion in 2000, and Stratacom for $4.67 billion in 1996, Cisco has
no interest in merging with the likes of Intel, IBM, or Lucent (Paulson, 2001, p. 32). To date,
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many of Cisco's acquired companies have been purchased for under $200 million (p. 32).
With any acquisition, there is a level of disruption that occurs at both companies as
needed structural and other administrative issues are dealt with. However, with the merger of
two large companies in a highly competitive, dynamic industry like networking, their growth
rate will inevitably slow as integration is implemented. "There's no better example than the
deal between network equipment makers Synoptics and Wellfleet. Our two toughest
competitors combined and took themselves out of business," Chambers cites as Cisco's
rationale to acquire Crescendo in 1993 rather than merging with a competitor (Paulson, 2001,
p. 136). According to Paulson (2001), a merger of equals can be both devastating to the
interests of shareholders and to bringing products to market in a timely manner (p. 32).
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VI. ACQUISITION PROCESS
Cisco has developed a portfolio of tactics, formal and informal, to acquire target
(Cisco Systems, n.d.b.). Cisco created this diverse 150-employee team ranging in expertise
from Ph. D's in engineering to MBA's with investment banking backgrounds (Cisco Systems,
n.d.b.). From scoping potential purchases to conducting due diligence to integrating new
companies, Cisco has professionalized the acquisition process, which many experts have
attributed to Cisco's success (Swaminathan and Tomlin, 2006). The employees in the
Corporate Development group are divided into three divisions: deal making, integration, and
technology management.
The Corporate Development group reports to Ned Hooper. Ned Hooper, who joined
Cisco through the acquisition of Lightspeed International in 2002, has led the company's
acquisition methodology, which then makes it more replicable, and thus, increases reliability
and decreases risks associated with acquisitions. Cisco has grown successfully through
acquisitions because of its ability to effectively integrate new companies—a primary role of
the Corporate Development group. However, it must be noted that the entire company—from
15
some capacity since it's such an integral aspect of their overall corporate strategy and
While the Corporate Development group is involved with every acquisition, the team
recruits an executive sponsor to help with the acquisition process of each deal (Kenney &
Mayer, 2004). In most cases, this executive sponsor is usually the person that identified the
need for the acquisition and/or will be in charge of the business unit after it has been
assimilated. The executive is involved from day one of the acquisition and develops a good
working relationship with the target company and the transition team. This practice, as
repeated studies have shown, assures that there is clear ownership to the deal and increases
the odds for success (Digeorgio, 2003, p. 263; Kenney & Mayer, 2004).
a. Market Identification
Predicting future market trends is a difficult task and requires a blend of experience,
industry insight, and data. With its success of finding the products of its future in startups,
Cisco makes use of several techniques to scan for knowledge and capabilities that are
Cisco executives and managers are highly networked in the high-tech startup
environment (Kenney & Martin, 2004). Many of these Cisco employees have entrepreneurial
backgrounds—often coming from startups and still serving as advisors, investors, and board
members at various startups and venture capital firms. Cisco informally encourages its
employees to maintain their previous networks. By doing so, these employees are exposed to
a rich flow of information about new firms and products that may become important to Cisco
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in the future (Kenney & Martin, 2004).
Cisco also looks to their customers as a vital source of information about new
laboratories, and engineering-intensive firms that utilize the company’s products in new
applications; this exploration of new applications helps identify new innovative technologies
and the firms that pioneer them. More often than not, when a customer exhibits an interest in
a product that Cisco does not provide, the company will look into ways of offering it. Case in
point, the CEO of US West, Solomon D. Trujillo, was interested in placing an order for a
high-speed xDSL Internet access product from NetSpeed, but Trujillo had serious
reservations because NetSpeed was a startup (Products Expand, 1998). In 1998, after
evaluating the company as an acquisition target, Cisco purchased NetSpeed for $265 million.
US West gets the cutting-edge product it needs without the fear of being left with products
and no manufacturer. NetSpeed gets to see its products go to market and employees are able
to cash out. And Cisco has a guaranteed order upon its purchase of NetSpeed.
In addition, each business unit formally tracks and accesses new technologies that
may affect its market. As part of the annual business plan, every business unit must identify
(Kenney & Martin, 2004). This practice encourages each business unit to scan the
While the company has acquired over 130 companies over the years, it has partnered
with many more—directly and indirectly—through strategic alliances and venture funds.
Through its numerous investments, Cisco has been able to acquire visibility, knowledge, and
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All investment targets are screened for both business and technology congruence.
Cisco's investments are routed through local regional technology funds. The collective
expertise, market reach, and capabilities that are made available through Cisco's investment
are actively shared within the company as well as with its global partners (Musgrove, 2008).
For example, furthering its strategy into emerging markets, Cisco made an anchor
investment in a venture capital fund that focuses on the Russian technology industry. Cisco's
investment of $60 million in 2008, in collaboration with the Almaz Capital Partners, targeted
Israel, Cisco saw tremendous potential in Russia with its growing community of tech
entrepreneurs that are building both innovative technologies for global and local distribution.
In some cases, Cisco will identify markets it wants to enter, however, it cannot target
sponsored startup or a “spin-in” (2001, p. 157), as in the case of the startup Ardent, which
was founded by two Cisco employees and a serial entrepreneur. Cisco management agreed to
acquire Ardent if it met a set of functional requirements and milestones. The founders
retained 55 percent of the equity and Cisco 32 percent; Sequoia Capital also acquired 11
percent of the firm. In 1997, Ardent met Cisco’s requirements and was acquired for $157
b. Target Identification
initiated between the business units to confirm the need for the technology and whether to
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develop internally or to acquire (Kenney & Mayer, 2004). If their discussions lead to the
decision to acquire rather than develop internally, the next step is to have the Corporate
Development group draw together a list of acquisitions targets (O’Reilly & Pfeffer, 2000).
The Corporate Development group will utilize both existing internal information and
proactive market study (Kenney & Mayer, 2004). If the technology is in an established Cisco
market, target identification is usually a quick process since management is well acquainted
with the firms, as well as, with the founders (Kenney & Mayer, 2004).
developed (Kenney & Mayer, 2004). The Corporate Development group will facilitate the
dialogue between the different business units to arrive at a coherent long-term strategy.
Though this process is formal, the process is flexible with overlapping stages, discussions
about markets, and an investigation of the actual nature of the environment and technological
employee retention, then by new product development, and finally by market share (Bryne,
1998). Combining Cisco’s requirements for success and the need for a systemized acquisition
approach, Cisco established five primary evaluation criteria to identify target companies.
The general acquisition criteria, which will be elaborated in more depth shortly, is
i. Vision
ii. Culture
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v. Location
Cisco uses a simple system to indicate the degree that each target company satisfies
the acquisition criteria (Paulson, 2001, p. 31). If the target company does not meet at least
three of the five criteria, Cisco will not consider the company for acquisition (“red light”).
Should only four of the five are met (“yellow light”), then Corporate Development makes a
judgment call to determine whether the areas of incompatibility are such that the purchase
will result in failure of the acquisition’s objectives. If it does sufficiently meet all five
criteria, then the target company will be actively pursued (“green light”).
Even if a “green light” is given, the team will make it clear that while there is a
likelihood that Cisco will acquire the target company, Cisco may choose later not to make the
purchase (Paulson, 2001, p. 31). “We’ve killed nearly as many acquisitions as we’ve
made…. I believe that it takes courage to walk away from a deal. It really does. You can get
quite caught up in winning the acquisition and lose sight of what will make it successful.
i. The purchased company needs to share a complementary vision of the industry and
product
Cisco requires that the targeted company share a product and industry vision that is
similar to Cisco's. Cisco has learned that unless personnel view the future in the same way,
the two parties will have problems working out the details of future product and service
offerings. When being late to market can equate to being a market follower than a leader, it is
in Cisco's best interest to bring new technologies quickly and effectively to the market. Cisco
sees any conflict in vision as a major stumbling block because it will inevitable lead to
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personnel conflict, and thus, hinder Cisco's ability to drive innovation (Paulson, 2001, p. 63).
Key management's vision of the industry and their desired place in the industry is equally as
important. If managers do not share the same view as Cisco, they are often asked to leave as
"You have to avoid the temptation to say, 'Well, our cultures are different, but I can
still make it work.' They normally don't," explains John Chambers (Paulson, 2001, p. 87)
Though there is a level of compromise in any acquisition, the targeted company needs
to share Cisco's core values, otherwise, managing the post-acquisition environment will be
difficult. According to Stahl's research, the differences in cultures will ultimately undermine
the success of the deal (2006, p. 3). From differences in management styles to executives that
cannot agree, these issues will almost always lead to integration problems.
The following are Cisco's five core values that help define the framework of its
doing business
at the same time, advocate diversity and unique ways of looking at and solving
problems
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As previously noted, Cisco judges its acquisition success by its ability to retain
employees: if the acquired company doesn't share a similar culture, a large number of
employees will likely leave within a short period of time after the acquisition, and take with
Cisco contends that every acquisition garner a financial gain for shareholders within
12 months or it will not fit the acquisition profile (Paulson, 2001, p. 74). Cisco acquires
targeted companies through the use of Cisco's stock to facilitate the purchases. By doing so,
Cisco is able to preserve valuable cash for later investment in such activities as marketing,
However, the practice of funding acquisitions with the issuance of stock to the selling
company's owners dilutes the stock positions of existing Cisco shareholders. It only makes
sense then that an acquisition be in the best investment interest of the shareholders (i.e.
higher stock prices), or their support for the deal and the management who performed the
acquisition will erode (Paulson, 2001, p. 74). As a result, in times when Cisco’s stock prices
are dropping, as in the first half of 2001 or currently, acquisition activity is decreased. By
doing so, Cisco prevents further damaging the company’s financial performance, absorbing
iv. The acquisition must produce long-term wins for major stakeholders: shareholders,
Shareholders aren't the only ones benefiting from Cisco's winning strategy. As Cisco
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has made its growth strategy clear to Silicon Valley, engineers and entrepreneurs alike, see a
Cisco acquisition as a positive step in the right direction for their company (Vara & White,
2008). "With Cisco, the acquisition is not the end but the beginning," said Ned Hooper,
Cisco's newly appointed Chief Strategy Officer. "The people we're acquiring have to feel the
same way: It's the beginning of the next generation of that company" (Vara & White, 2008).
Ned Hooper, amongst many other engineers and executives, joined Cisco through an
acquisition—proof that being acquired can be a win-win situation, leading to better and more
opportunities.
The market benefits as well. The speed to market, which in the hands of a small
startup might result in being late to market, is accelerated in the hands of Cisco. And let's not
forget the instant economies of scale and global distribution chains, which Cisco offers with
ease. Consumers get the products they need quicker and cheaper—and with the Cisco
promise of quality—and innovative companies get to see their technology reach their
maximum potential.
Cisco has primarily acquired companies near its main headquarters in Silicon Valley.
Only one of the first nine companies Cisco acquired—Lightspeed, a switching company
based in Boston's Route 128 Tech corridor—was located outside of the geographically
desired area (Bunnell, 2000, p. 68). As Cisco has expanded, the company has extended its
consideration for making acquisitions to areas like Research Triangle Park in North Carolina,
which is located near its East Coast headquarters, in addition to, areas near their global
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John Chambers explains that an acquisition creates uncertainty and fear on the part of
acquired personnel and that there is a high level of perceived risk by both parties. He
contends that full integration is best accomplished with a lot of human interaction and this
interaction is simply more difficult when the buyer and seller are separated by a long distance
According to Yurov (2008), targeted companies are more attractive purchases when
they are located near the buyer because their emerging technology can be more easily
verifiable and proven (p. 27). The study further concludes that targeted companies with
reputable venture capital funding reduces perceived risk to the buyer, and thus, makes the
purchase more desirable (p. 22). Coincidentally, the most reputable VC firms are located near
Cisco's headquarters, and like Cisco, invest primarily in startups located near their offices.
c. Due Diligence
organizational health of the company, the goals and aspirations of its key employees, and its
ability to function as part of a much larger company. As continually noted, the key assets are
not merely the products currently in production, but the next-generation products that are
locked in the minds of the product development teams. As a result, the acquisition process
The formal process begins when the executive sponsor and the Corporate
Development group concur that a target company (or several companies) could satisfy
Cisco’s needs (Kenney & Mayer, 2004). Once the decision to seriously pursue a target
company is made, the target company is asked to sign a “no shop” agreement (Kenney &
24
Mayer, 2004). This agreement is to prevent the company from leveraging the acquisition
Much of the initial discussions with the target company’s management are informal.
During this dialogue, Cisco management uses this opportunity to gauge the quality and
character of its interaction with the target’s management, in addition to, accessing the
interaction between the target’s management amongst themselves. The acquisition team will
set joint ventures with the target firm, establishing short- and long-term goals. At this point,
organizational structure, and cultural fit issues (Ewers, 2006). According to O’Reilly &
Pfeffer (2000) “these topics are highly visible in the early stages of discussion because the
key personnel at the target company are often far more concerned about their own future than
1. Examining the annual report. This document is commonly used to present the
management. In many cases, these speeches will outline the company’s vision.
It is here that the company will often outline overall perceived trends and the
25
establish the strategic vision for the company.
5. Speaking to the venture capital or other financial partners of the company. These
people will sometimes provide a more objective view of the past, current, and
Once the Corporate Development manager is satisfied with the informal talks, more
formal due diligence begins. Engineering, financial, sales, manufacturing, and accounting
personnel study the target company’s technology and operations (Kenney & Mayer, 2004).
Simultaneously, Cisco’s HR group looks into the distribution of equity and stock
options of the target company. According to Kenney & Mayer (2004), Cisco uses equity
Cisco’s HR group investigates whether these individuals are compatible with Cisco’s culture
and environment, looking into previous experience—whether they’ve worked for a big
a means to retain employees, Cisco asks them to waive any accelerated investing rights in
return for a more gradual vesting schedule (Kenney & Mayer, 2004). Many startups offer
employment contracts with “trigger vesting” clauses that immediately vest their stock options
upon an acquisition or merger. By waiving their right to vest automatically gives these
acquired employees incentive to continue working with Cisco. However, if an employee does
decide to leave, Cisco includes in the purchase agreement non-compete clauses to prevent
key individuals from leaving and competing against Cisco (Kenney & Mayer, 2004).
"We focus on maintaining two major groups—the management teams and the
engineers," said John Chambers (Paulson, 2001, p. 186). While Cisco's retention of acquired
26
executives, engineers, marketing personnel, and sales people is seen as critical to their
acquisition strategy, Cisco does not see acquired manufacturing personnel as important and
does not make their retention a factor in making acquisition decisions. Cisco does retain
manufacturing personnel as long as the plant remains open, and in some cases, will provide
Upon the successful completion of due diligence, the Corporate Development group
in tandem with the target company, drafts a term sheet including milestones and incentives
(Kenney & Mayer, 2004). This last step helps motivate the target company’s employees to
help with the integration process by aligning their economic incentives with Cisco’s
integration goals.
After due diligence, the integration process begins once a purchase agreement is
forthcoming. This is typically six to eight weeks prior to the announcement. During this
integration process the Corporate Development group facilitates the interaction between
Cisco and the target company—ensuring that the two parties establish a shared understanding
process, forming a team of public relations, sales, business units, human resources, and
marketing personnel from both the business unit and the target company (Kenney & Mayer,
2004). Specifically, the HR team includes a Senior Project Manager and an HR Specialist;
this team manages the tedious duties of payroll migration, employee file conversion,
uploading HR data into Cisco’s human resource system software, immigration status,
27
recruitment support, benefit plan transfer, documentation, presentation, and communications
of the acquisition both internally and to the public (Kenney & Mayer, 2004). The forming of
this team also gives Cisco employees—who more often than not came from acquired
companies—an opportunity to offer their insights, answer questions, and quell worries to the
Future organizational structure and location of the firm is also determined at this
For the next several weeks, the integration team conducts weekly meetings to discuss
the progress of the integration. The Corporate Development group maintains a website that
gauges the progress in ten key areas, such as human resources, product marketing, and
finance (Kenney & Mayer, 2004). Similar to Cisco’s target identification system, each area
of interest is given a “green”, “yellow”, or “red” light to indicate the degree of completion
(Kenney & Mayer, 2004). In addition, the website also hosts an event calendar, on-site visit
Finally, once the deal is approved, the final details and formal arrangements, in
particular, the buying price is determined (O’Reilly & Pfeffer, 2000). According to Paulson
(2001), this is calculated by what Cisco feels as realistic revenue numbers for the target
company’s products when sold and manufactured by Cisco (p. 245). Then by including gross
margins and its market capitalization multiplier into the equation, Cisco determines a
reasonable price for the company. On average, this computes to Cisco paying 15 times sales
deems their purchase prices as reasonable. “Sometimes in all this speed we end up paying too
28
much,” explains Mike Volpi, former Senior Vice President. “But the acquisitions are not
financial—we don’t do them because we can swing a good deal—they are strategic. We do
them to grow the company in the right direction” (Paulson, 2001, p. 231).
In some cases, this phase of the acquisition process moves at breakneck speed,
sealing a deal after 24 hours of negotiation and closing it in four to eight weeks (Goldblatt,
1999). In 1999, the purchase of Cerent, a maker of optical networking products, involved
only a 2.5-hour negotiation over three days before the $6.9 billion deal was signed (Ewers,
2006).
Only during the announcement day are all the employees of both firms and the public
notified of the deal. While key management have been involved in the acquisition, only at
this point are other employees informed to what the acquisition means to them. HR holds
on key issues such as the impetus for the acquisition, the impact on them, their role and
location in Cisco, the effect to their compensation and benefits, and their new titles
(Goldblatt, 1999). Cisco also provides the same information online (Goldblatt, 1999).
Typically, the acquired engineering group will be integrated into the sponsoring
business unit while other departments such as human resources, marketing, and finance are
merged into the Cisco infrastructure. While top managers are offered two-year retention
contracts to help with the integration, sales teams are either laid off or transitioned into
Cisco's sales team. This integration process can take as few as ten days for a small startup to
four months for a large 1,200-employee company (O’Reilly & Pfeffer, 2000). This process is
29
intentionally expedited so employees focus less on personal issues and focus instead on work
In cases where Cisco does not find any value—which is more often the case in
manufactured by one of many Cisco outsourcing vendors, and the acquired facility will be
f. First 90 Days
Once the deal is announced, the integration division immediately takes over
responsibility of the integration. The focus on this phase is to make sure productivity is not
In regards to technology integration, the process varies with the amount of integration
Cisco plans for the target company (Perry, n.d.). Standard integration includes the setting-up
of infrastructure components such as networks, telephones, data centers, PCs, and printers.
Applications are installed such as enterprise resource planning (ERP), sales, HR, and
engineering. IT governance procedures are put into place such as development lifecycles,
compliance with standards and mandates (e.g. Sarbanes-Oxley Act, data privacy laws), and
funding models.
In many cases, technology integration only takes a few days. "We had it down to a
science," says Tim Merrifield, Cisco’s director of IT acquisition integration. "If we closed a
deal on Wednesday, the next Monday the company would be fully integrated, with a brand-
30
g. 90-180 Days
The integration team continues to operate until all objectives of the integration are
successfully met, with the foremost objective being the shipping of products under the Cisco
logo and through Cisco’s sales channels (O’Reilly & Pfeffer, 2000). In recent years, the
shipping of products often occurs on the day of the announcement (O’Reilly & Pfeffer,
2000). During this phase, the team reevaluates and refines any short- and long-term
initiatives and also calculates acquisition head count (O’Reilly & Pfeffer, 2000). Any
differences in planned and actual results are measured and investigated—and with the
reasons for discrepancies explained. This evaluation is both to assess and track milestones so
there is no loss of productivity, but also to improve the acquisition process for the next
iteration (O’Reilly & Pfeffer, 2000). Often, at this point, the integration is entirely completed
and the executive sponsor exclusively works as head of the business unit.
Cisco has made a few exceptions to its integration process in recent years. As Cisco
has made it clear to the public that it has every intention to enter into new markets and move
beyond its core business, it is only logical that this transition demand a new integration
strategy.
"We can't buy a company and tell it to do as we see fit if we don't have a true
understanding of the marketplace," explains Ned Hooper (Vara & White, 2008).
While Cisco continues to invest, through acquisition, in the innovation of its core
business, the company has spent four times as much, or $11 billion, on deals Cisco calls
platform deals. These platform deals, unlike the typical Cisco acquisition, are planned to take
one to two years to integrate compared to the standard two months (Vara & White, 2008).
The acquisition of Linksys in 2003 was the first of these platform deals (Hakkert,
31
2003). The products couldn't have been more different: Cisco's typical enterprise product
garners prices of $100,000, while Linksys home-networking equipment sells for less than
$100. In addition, the Linksys brand was sold at retail locations, a distribution channel Cisco
had little experience in. As a result, Linksys was slowly integrated into Cisco. Today,
Linksys still maintains the same brand name, existing manufacturing agreements, and
32
VII. CISCO'S FUTURE
"We're seeing evidence that they need to expand into multiple markets to generate
growth, " said analyst Erik Suppinger, a networking specialist at Pacific Growth Equities,
about Cisco. "Given the size of the company, there's not much opportunity to generate
growth with market share gains in its traditional markets. I would look to the consumer
which it comfortably controls over 70 percent of the market, Cisco is transforming its vision
from connecting big company networks to also including IP networks inside consumer's
homes to, in recent time, crossing over into consumer electronics (Cisco Systems, n.d.c.).
Cisco's diversification into additional markets is partly due to Wall Street's expectations for
Cisco to maintain its historical growth than a need for more revenue—the company still
makes approximately 50 percent of its annual revenue from routers and switches (The
However, the real impetus of Cisco's changing consumer vision is following their
networks are coming from consumers, not business (Burrows, 2003). Cisco's plan is to
capitalize on the forecasted consumers that are looking to put networking technology in their
homes. Cisco is planning on providing its products at each stage of the network—from the
Marking its entry into the multibillion-dollar home networking market, Cisco's
acquisition of Linksys for $500 million in 2003 provided a fast route to market (Hakkert,
33
2003). "This acquisition supports our vision to drive innovations into the consumer market
and create next-generation home networking solutions," said Charles Giancarlo. "The unique
combination of Cisco's networking innovations and Linksys' consumer leadership will enable
consumers to benefit from exciting new capabilities and enjoy an easy and reliable
business and service provider markets allows for immediate knowledge transfer to the high-
Furthermore, the recent acquisition of San Francisco's Pure Digital, the maker of the
popular Flip camcorder for $590 million, solidified its bid to enter into the consumer
electronics market (Carvell, 2009). As consumers increasingly use technology in their daily
lives, from downloading movies to their TVs to uploading home videos to their computers,
Cisco is calculating that the greater demand for consumer network-driven devices will
The company is also aggressively pursuing emerging global markets with strong
potential. Currently, Cisco operates offices in Israel, India, Asia-Pacific, Central and Eastern
Europe, Russia, and Western Europe (Cisco Systems, n.d.d.). "We like to enter new markets
when there's a transition going on...because it's easier to take market share," explains Ken
Writ, Cisco's VP of Consumer Marketing. "If there isn't some kind of transition going on,
then you just battle the established players, and there's trench warfare" (Chang, 2009). By
doing so, the company looks for opportunities to accelerate, learn about, and apply new
technologies that exist across many global markets. To help develop and deliver innovative
solutions to consumers, Cisco invests globally to leverage acquired technology amongst all
of Cisco's partners.
34
Cisco made an anchor investment in a venture capital fund that focuses on the
Russian technology industry. Cisco's investment of $60 million in 2008, in collaboration with
the Almaz Capital Partners, targeted high-growth, small and medium-sized companies in
technology and innovation potential in Russia: The country has a growing community of tech
entrepreneurs that are building both innovative technologies for global and local distribution,
Cisco has also made great strides to expand opportunities beyond their hardware
divisions, which many of its products are being commoditized by low-cost Chinese
has dramatically changed the business landscape, forcing companies that traditionally built
hardware (e.g. Cisco, IBM, and HP) to becoming software companies (Fost, 2007).
Cisco's acquisition of software startups, like WebEx for $3.2 billion in 2007,
represented this very transition (Burke & Kirkland, 2007). Agreeing to purchase this software
company reveals Cisco's ambition to transform itself into a software and services company:
Ultimately, what Cisco sees is an opportunity to become a global brand like Sony, Apple, or
Microsoft. Cisco's ambitions for the hearts of every consumer might be best revealed with its
decision in 2006 to drop the "Systems" from its logo (Fost, 2007). By acquiring companies
with popular products like Linksys or Flip, Cisco hopes to expose consumers to the Cisco
brand in the same way that the "Intel Inside" campaign put the microprocessor maker on the
map.
35
VIII. CONCLUSION
Cisco's success with their acquisition strategy has stemmed from their
professionalism. From targeting companies that have the right technology and products
needed to expand Cisco in the direction of growth, to purchasing companies that have a
compatible culture and vision, Cisco has perfected the process of acquisition.
John Bayless, a general partner at Sevin Rosen Funds of Dallas, a venture capital
fund, says this about the Cisco acquisition process: "I haven't found anyone in any industry
So how successful is Cisco's acquisition strategy? When you can drive growth at a
$35-billion-revenue company, keep attracting and retaining good employees, set the
standards within your industry, and lead in every market you enter, you are a success in
36
IX. REFERENCES
Alberstein, T. (2009, July 8). Cisco Appoints Ned Hooper as Chief Strategy Officer.
Barr, S. (1997, July). The Morning After: How to Prevent Acquisition Hangover. CFO, 13
(7), p. 27
Borgese, P., & Borghese, R.J. (2002). M&A From Planning to Integration: Executing
Bower, J. L. (2001, March). Not All M&As Are Alike--and That Matters. Harvard Business
Review, 79, 3, p. 92-101. Retrieved October 16, 2009, from Business Source
Complete.
Bryne, J.A. (1998, August 24). The Corporation of the Future. Business Week, 3593, p.
Bunnell, D. (2000). Making the Cisco Connection: The Story Behind the Real Internet
Burke, D., & Kirkland, R. (2007, November 12). Cisco’s Display of Strength. Fortune, 156,
37
Burrows, P. (2003, November 24). Cisco’s Comeback. Businessweek, 3859, p. 116-124.
Ceniceros, C. (2001, August 23). Eleven Technology Groups Formed to Replace Line of
dlls/corp_082301b.html
Chang, R. (2009, May 25). Cisco makes a play for mainstream market. Advertising Age
Chairman and CEO John Chambers and CFO Frank Calderoni Discuss Cisco Fourth
Quarter and Fiscal Year 2009 Year End Performance. (2009, August 5). Retrieved
http://newsroom.cisco.com/dlls/corpinfo/milestones.html
http://newsroom.cisco.com/dlls/corpinfo/factsheet.html
http://www.cisco.com/web/about/doing_business/corporate_development/
38
acquisitions/about_cisco_acquisitions.html
Cisco Systems, (n.d.c.). Key Market-Consumer. Retrieved July 10, 2009, from
http://www.cisco.com/web/about/doing_business/corporate_development/
key_consumer.html
http://www.cisco.com/web/about/doing_business/corporate_development/key_global.
html
Company Spotlight: Cisco Systems, Inc. (2006, December). MarketWatch: Global Round-
Up, 5, 12, p 214-223. Retrieved October 24, 2009, from Business Source Complete.
Daly, J. (1999, July). John Chambers: The Art of the Deal. Business 2.0, p. 134. Retrieved
Deogun, N. (2000, January 3). Europe Catches Merger Fever as Global Volume Sets Record.
Digeorgio, R.M. (2003, February). Making Mergers and Acquisitions Work: What We Know
39
Ewers, J. (2006, June 26). Cisco’s Connections. U.S. News & World Report, 140, 24, p. 49-
Fost, D. (2007, April 9). Acquiring Expertise: Cisco Systems. San Francisco Chronicle
Garner, R. (2009, April 7). Cisco Sees a Time to Buy. The Ottawa Citizen, p. C.8. Retrieved
Gashurov, I., Key, A., & Serwer, A. (2000, May 15). There’s Something About Cisco.
Fortune, 141, 10, p. 114-138. Retrieved October 16, 2009, from Academic Search
Complete.
Goldblatt, H. (1999, November 8). Cisco's Secrets. Fortune, 140, 9, p. 178. Retrieved
Hakkert, M. (2003, March 20). Represents Cisco's Entry into the High-Growth Home
corp_032003.html.
Kenney, M. & Mayer, D. (2004, December). Economic Action Does Not Take Place in a
and Innovation, 11, 4, p. 299-325. Retrieved October 14, 2009, from Business Source
40
Complete.
Morse, P. (1997, December 1). Railroad Shareholders Sue, Delays Continue. Chemical and
Musgrove, M. (2008, July 2). Almaz Capital Russia Fund I, L.P. to Support Tech and
dlls/2008/prod_070208b.html
Musgrove, M. (2009, May 6). Cisco Reports Third Quarter Earnings. Retrieved July 9, 2009,
from http://newsroom.cisco.com/dlls/2009/fin_050609.html
Nee, E. (2001, February 5). Cisco. Fortune, 143, 3, p. 90-96. Retrieved October 16, 2009,
O’Reilly, C.A., & Pfeffer, J. (2000). Cisco Systems: Acquiring and Retaining Talent in
Paulson, E. (2001). Inside Cisco: The Real Story of Sustained M&A Growth. New York:
41
John Wiley & Sons.
Perry, L. (n.d.). The Art of Acquisition Integration: Knowing When to Break the Mold.
ns414/ns802/ns808/the_art_of_acquisition_integration.html
Products Expand Digital Subscriber Line Offerings. (1998, March 10). Retrieved September
Stahl, G. K. (2006, October 6). Every Merger or Acquisition Promises to Create Value from
Swaminathan, J., & Tomlin, B. (2006, October 13). Managing Risk Helps Make M&As
Click. Financial Times (Surveys Edition), p. 4. Retrieved July 10, 2009, from
Proquest database.
https://materials.proxyvote.com/Approved/17275R/20090914/AR_46080/
HTML2/default.html
The World According to Chambers. (2009, August 29). Economist, 392, 8646, p 59-62.
42
Vara, V., & White, B. (2008, April 17). Re-Routed: Cisco Changes Tack In Takeover Game.
Wall Street Journal (Eastern Edition), p. A.1. Retrieved July 9, 2009, from Proquest
database.
Wall, S.R., & Wall, S.J. (2000). The Morning After: Making Corporate Mergers Work After
Waters, J.K. (2002). John Chambers and the Cisco Way: Navigating Through Volatility.
White, B. (2006, February 28). Latest Acquisition Gives Cisco Entree to Consumer Market.
Wall Street Journal (Eastern Edition), p. B.1. Retrieved July 9, 2009, from Proquest
database.
Young, J.S. (2001). Cisco Unauthorized: Inside the High-Stakes Race to Own the Future.
Yurov, K.M. (2008). The Roles of Geographic Distance and Networks in the Acquisition
43