Reflecting on the Big Acquisition Cisco Didn’t Make

It has been nearly eight years since EMC acquired VMware. The acquisition announcement went over the newswires on December 15, 2003. EMC paid approximately $635 million for VMware, and Joe Tucci, EMC’s president and CEO, had this to say about the deal:

“Customers want help simplifying the management of their IT infrastructures. This is more than a storage challenge. Until now, server and storage virtualization have existed as disparate entities. Today, EMC is accelerating the convergence of these two worlds .“

“We’ve been working with the talented VMware team for some time now, and we understand why they are considered one of the hottest technology companies anywhere. With the resources and commitment of EMC behind VMware’s leading server virtualization technologies and the partnerships that help bring these technologies to market, we look forward to a prosperous future together.”

Virtualization Goldmine

Oh, the future was prosperous . . . and then some. It’s a deal that worked out hugely in EMC’s favor. Even though the storage behemoth has spun out VMware in the interim, allowing it to go public, EMC still retains more than 80 percent ownership of its virtualization goldmine.

Consider that EMC paid just $635 million in 2003 to buy the server-virtualization market leader. VMware’s current market capitalization is more than $38 billion. That means EMC’s stake in VMware is worth more than $30 billion, not including the gains it reaped when it took VMware public. I don’t think it’s hyperbolic to suggest that EMC’s purchase of VMware will be remembered as Tucci’s defining moment as EMC chieftain.

Now, let’s consider another vendor that had an opportunity to acquire VMware back in 2003.

Massive Market Cap, Industry Dominance

A few years earlier, at the pinnacle of the dot-com boom in March 2000, Cisco was the most valuable company in the world, sporting a market capitalization of more than US$500 billion.  It was a networking colossus that bestrode the globe, dominating its realm of the industry as much as any other technology company during any other period. (Its only peers in that regard were IBM in the mainframe era and Microsoft and Intel in the client-server epoch.)

Although Juniper Networks brought its first router to market in the fall of 1998 and began to challenge Cisco for routing patronage at many carriers early in the first decade of the new millennium, Cisco remained relatively unscathed in enterprise networking, where its Catalyst switches grew into a multibillion-dollar franchise after it saw off competitive challenges in the late 90s from companies such as 3Com, Cabletron, Nortel, and others.

As was its wont since its first acquisition, involving Crescendo Communications in 1993, Cisco remained an active buyer of technology companies. It bought companies to inorganically fortify its technological innovation, and to preclude competitors from gaining footholds among its expanding installed base of customers.

Non-Buyer’s Remorse?

It’s true that the post-boom dot-com bust cooled Cisco’s acquisitive ardor. Nonetheless, the networking giant made nine acquisitions from May 2002 through to the end of 2003. The companies Cisco acquired in that span included Hammerhead Networks, Navarro Networks, AYR Networks, Andiamo Systems, Psionic Software, Okena, SignalWorks, Linksys, and Latitude Communications.

The biggest acquisition in that period involved spin-in play Andiamo Systems, which provided the technological foundation for Cisco’s subsequent push to dominate storage networking. Cisco was at risk of paying as much as $2.5 billion for Andiamo, but the actual price tag for that convoluted spin-in transaction was closer to $750 million by the time it finally closed in 2004. The next-biggest Cisco acquisition during that period involved home-networking vendor Linksys, for which Cisco paid about $500 million.

Cisco announced the acquisitions of Hammerhead Networks and Navarro Networks in a single press release. Hammerhead, for which Cisco exchanged common stock valued at up to $173 million, developed software that accelerated the delivery of IP-based billing, security, and QoS; the company was folded into the Cable Business Unit in Cisco’s Network Edge and Aggregation Routing Group. Navarro Networks, for which Cisco exchanged common stock valued at up to $85 million, designed ASIC components for Ethernet switching.

To acquire AYR Networks, a vendor of “high-performance distributed networking services and highly scalable routing software technologies,” Cisco parted with about $113 million in common stock. AYR’s technology was intended to augment Cisco’s IOS software.

Andiamo Factor

Although the facts probably are familiar to many readers, Cisco’s acquisition of Andiamo was noteworthy for several reasons.  It was a spin-in acquisition, in which Cisco funded the company to go off and develop technology on its own, only later to be brought back in-house through acquisition. Andiamo was led by its CEO Buck Gee, and it included a core group of engineers who also were at Cresendo Communications.  The concept and execution of the spin-in move at Cisco was highly controversial within the company, seen as operationally and strategically innovative by many senior executives even though others claimed it engendered envy, invidious, and resentment among rank-and-file employees.

No matter, Andiamo was meant to provide market leadership for Cisco in the IP-based storage networking and to give Cisco a means of battering Brocade in Fibre Channel. That plan hasn’t come to fruition, with Brocade still leading in a tenacious Fibre Channel market and Cisco banking on Fibre Channel over Ethernet (FCoE) to go from the edge to the core. (The future of storage networking, including the often entertaining Fiber Channel-versus-FCoE debates, are another matter, and not within the purview of this post.)

While we’re on the topic of Andiamo, its former engineers continue to make news. Just this week, former Andiamo engineers Dante Malagrinò and Marco Di Benedetto officially launched Embrane, a company that is committed to delivering a platform for virtualized L4-7 network services at large cloud service providers. Those two gentlemen also were involved in Cisco last big spin-in move, Nuova Systems, which provided the foundation for Cisco’s Unified Computing Systems (UCS).

As for Cisco’s post-Andiamo acquisition announcements in 2002, Okena and Psionic both were involved in intrusion-detection technology. Of the two, Okena represented the larger transaction, valued at about $154 million in stock.

Interestingly, not much is available publicly these days regarding Cisco’s announced acquisition of SignalWorks in March of 2003. If you visit the CrunchBase profile for SignalWorks and click on a link that is supposed to take you to a Cisco press release announcing the deal, you’ll get a “Not Found” message. A search of the Cisco website turns up two press releases — relating to financial results in Cisco’s third and fourth quarters of fiscal year 2003, respectively — that obliquely mention the SignalWorks acquisition. The purchase price of the IP-audio company was about $16 million. CNet also covered the acquisition when it first came to light.

Other Strategic Priorities

Cisco’s last announced acquisitions in that timeframe involved home-networking player Linksys, part of Cisco’s ultimately underachieving bid to become a major player in the consumer space, and web-conferencing vendor Latitude Communications.

And now we get the crux of this post. Cisco announced a number of acquisitions in 2002 and 2003, but it was one they didn’t make that reverberates to this day. It was a watershed acquisition, a strategic masterstroke, but it was made by EMC, not by Cisco. As I said, the implications resound through to this day and probably will continue to ramify for years to come.

Some might contend that Cisco perhaps didn’t grasp the long-term significance of virtualization. Apparently, though, some at Cisco were clamoring for the company to buy VMware.  The missed opportunity wasn’t attributable to Cisco failing to see the importance of virtualization — some at Cisco had the prescience to see where the technology would lead — but because an acquisition of VMware wasn’t considered as high a priority as the spin-in of Andiamo for storage networking and the acquisition of Linksys for home networking.

Cisco placed its bets elsewhere, perhaps thinking that it had more time to develop a coherent and comprehensive strategy for virtualization. Then EMC made its move.

Missed the Big Chance

To this day, in my view, Cisco is paying an exorbitant opportunity cost for failing to take VMware off the market, leaving it for EMC and ultimately allowing the storage leader, yeas later, to gain the upper hand in the Virtual Computing Environment (VCE) Company joint venture that delivers UCS-encompassing VBlocks. There’s a rich irony there, too, when one considers that Cisco’s UCS contribution to the VBlock package is represented by technology derived from spin-in Nuova.

But forget about VCE and VBlocks. What about the bigger picture? Although Cisco likes to talk itself up as a leader in virtualization, it’s not nearly as prominent or dominant as it might have been. Is there anybody who would argue that Cisco, if it had acquired and then integrated and assimilated VMware as half as well as it digested Crescendo, wouldn’t have absolutely thrashed all comers in converged data-center infrastructure and cloud infrastructure?

Cisco belatedly recognized its error of omission, but it was too late. By 2009, EMC was not interested in selling its majority stake in VMware to Cisco, and Cisco was in no position to try to obtain it through an acquisition of EMC. In that regard, Cisco’s position has only worsened.

Although EMC’s ownership stake in VMware amounts to about 80 percent (or perhaps even just north of that amount), its has 98 percent of the voting shares in the company, which effectively means EMC steers the ship, regardless of public pronouncements VMware executives might issue regarding their firm being an autonomous corporate entity.

Keeping Cisco Interested but Contained 

Conversely, Cisco owns approximately five percent of VMware’s Class A shares, but none of its Class B shares, and it held just one percent of voting power as of March 2011.  As of that same date, EMC owned all of VMware’s 330,000,000 Class B Shares and 33,066,050 of its 118,462,369 shares of Class A common shares. Cisco has a stake in VMware, but it’s a small one and it has it at the pleasure of EMC, whose objective is to keep Cisco sufficiently interested so as not to pursue other strategic options in data-center virtualization and cloud infrastructure.

The EMC gambit has worked, up to the point. But Cisco, which missed its big chance  in 2003, has been trying ever since then to reassert its authority. Nuova, and all that flowed from it, was Cisco’s first attempt to regain lost ground, and now it is partnering, to varying degrees, with VMware and EMC competitors such as NetApp, Citrix, and Microsoft. It also has gotten involved involved with OpenStack and the oVirt Project in a bid to hedge its virtualization bets.

Yes, some of those moves are indicative of coopetition, and Cisco retains its occasionally strained VCE joint venture with EMC and VMware, but Cisco clearly is playing for time, looking for a way to redefine the rules of the game.

What Cisco is trying to do is break an impasse of its own making, a result of strategic choices it made nearly a decade ago.

6 responses to “Reflecting on the Big Acquisition Cisco Didn’t Make

  1. Didn’t Cisco hire one of the architects of VMware. He designed the Nexus range for Cisco?

    • That’s another interesting angle, but I figured the post was long enough already.

      Yes, Ed Bugnion, a VMWare co-founder, joined Nuova as CTO in 2004, subsequent to EMC’s acquisition of VMware. He joined Cisco when Nuova was acquired and became a VP at the networking giant. He left Cisco earlier this year. According to his LinkedIn profile, he’s now a student at Stanford University.

      As I wrote, Cisco belatedly recognized its error of omission, but it still hasn’t attained the market dominance and leverage it desires.

  2. Interestingly, there is an article today about Cisco addressing some of their shortcomings you mentioned ….. Foresight or what. Cisco execs must read your blogs :-)

    http://www.businessinsider.com/cisco-this-is-like-the-third-reorg-since-they-hit-the-panic-button-last-year-2011-12?op=1

  3. Thanks for the comment, Kumar. While some at Cisco read the blog, I doubt that I’m influencing their strategic planning. It’s a nice thought, though. ;-)

  4. Pingback: Technology Short Take #19 - blog.scottlowe.org - The weblog of an IT pro specializing in virtualization, storage, and servers

  5. emc sales would be a poison pill for cisco’s primarily “B” player field sales team. customers of both companies would lose.

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