Podcast #89: The Strategic Acquirer

Good day, this is Ken Forster, welcoming you to another edition of our Digital Leadership Podcast series. Today I’d like to welcome Ben Tao, who recently joined us as a Strategy Partner. For the past decade Ben was Corporate Development Vice President at PTC, where he drove the industry leading acquisition strategies, as well as digital transformation efforts, including areas such as Industrial Internet of Things, artificial intelligence, and augmented reality.

Prior to PTC, Ben spent six years as a senior management consultant with PRTM, advising both Fortune 500 and top PE firms’ portfolio companies across a broad range of strategic and transformational initiatives. Ben started his career with pioneering work on Oracles Data Warehousing Engine in the late nineties.

I’ve asked Ben to focus on four things today based on his own digital leadership journey.

1. As a practitioner in the digital industry.
2. As a technologist.
3. Strategic acquire, an area he’s quite well-known in.
4. As a digital industry strategist.

Ben, welcome to Momenta today.

Well Ken, thank you for having me here, it’s a pleasure.

So, tell me a bit about your professional journey, and how it has informed your views of digital industry.

Sure Ken, I would be very happy to do that. I would say that for the past decade I’ve had the privilege of working on the frontline, to help transform the company PTC. PTC is a Boston based company; it was founded back in 1985, it was one of the top three global engineering software companies, which I joined back in 2010, primarily focusing on the PLM and CAD sectors.

Well the company, I have to say was quite successful at the time, but I would also say that many analysts wouldn’t really view the company as being very transformative. So 10 years later, it’s actually a very-very different company now, if you look at its product portfolio, look at the company’s culture, look even at its branding here. It’s transformed itself quite successfully to become a leader in the area of Industrial IoT, AR, and even manufacturing.

So, PTC’s transformation journey is actually quite interesting, I would say it is perhaps going against conventional wisdom. A lot of digital transformation is about acquiring the digital assets. PTC actually to a certain degree is going the other way around. PTC  was born as a digital company. Its PLM and products are about digital modelling. Well, PTC has actually deployed more than a billion dollars of capital, mainly through acquisition to become more physical, when I say physical I don’t really mean buying physical assets like a factory or equipment, but rather acquiring the market leading technologies that can talk to, can make sense of, and change and have an impact on the physical environment.

By the way, it’s also precisely the kind of technologies its 30,000 industrial customers, such as John Deere, Agrico, Boeing, etc. really need to speed up their own digital transformation.

If I may talk a bit more about my career before PTC. Before I joined PTC, I spent six years with a Boston based management consulting firm called PRTM. It’s not as big as McKinsey or BCG, it had 700 global consultants. But I enjoyed my time at PRTM. It’s small enough to get to know most of the partners, you can really work together, and so we spent some time in Aerospace, Telecom, Medical Device, a lot of industrial companies.

Actually, it’s funny when I came over to PTC, I just realized these two companies’ customer bases are almost like a carbon copy of each other, especially when it comes to some of the largest Fortune 500 manufacturers. PRTM and PTC kind of addressed the industry transformation challenge from different angles, so PRTM focused a bit more on the strategy and operations side, whereas PTC it’s all about cutting edge technology, and the tools.

During my PRTM time I was splitting my time two ways. I spent perhaps the first three years focusing on the industrial enterprise accounts, but I spent my last three years primarily working with PE portfolio companies. However, when I was working for PRTM, I did quite a bit of work in the area of diligence, post deal transformation, and at that time I had what I would call unscratched itch, because I rarely had the chance to work for the software industry where I came from.

Well, if I can dial back the clock a little bit more, software is something I developed a passion for, even as a middle-schooler. I could still remember writing my first game on a tiny computer called Sharp PC1500 back in the eighties. It was actually a lot of fun, and it got me into the computer industry, it’s something I feel passionate about. So, later I was educated as a computer science graduate, I took my first job respectively with Microsoft and Oracle’s Database Engine teams. So, when PTC was growing its Corp Dev function, I said, “Wow, that’s amazing”, it was a perfect opportunity for me to keep doing what I always enjoyed at PRTM, but however, this time it was for the software industry.

So, I would say that in retrospect, I think of my work at Oracle, PRTM and PTC all converged to deeply shaped my perspectives into the transformation of digital industry. It’s something I feel I now bring to Momenta Partners, I hope to make a difference here at Momenta, for both its advisory as well as its Venture Investment practices.

And we’re very happy to have you, we love people who started as engineers, we call those truly practitioners, but to step from there to consulting, and to corp dev where you’re the invisible guiding hand behind the industry movement, is particularly compelling.

Oh, by the way I had to laugh at your Sharp PC1500, I actually started my ‘computer science career’ on a TRS 18 model 100, if you remember the Radio Shack computer powered by four AA’s!! So, we’ve dated each other at this point now.

So, as you say kind of winding the clock back, start back at your technologist days, especially your early work with data technologies particularly, tell me a bit about that.

Well, that’s actually quite an interesting journey how I found my career around not only technologies, but also data technologies. I would think of that as perhaps in the mid-nineties, whilst almost being ready to wrap up my college in Beijing University. Finally, I was able to find my first paying job, it was writing an insurance claim program for a start-up, called Pacific Insurance. Well, that start-up over time became really successful. Right now, they have grown to be the second-largest property insurance company in China. They were quite small back in that time. So, the program I wrote was based on Informix databased technologies. Informix was a major rival to our Oracle at the time. What struck me as odd was that when I got the stuff to be working finally, the people there got so excited, they took me out for a very fancy meal. I was surrounded by three people twice my age, they were showing very genuine appreciation for the work, by the way, which I just learned how to do the work one semester ago!

I feel that experience gave me my first taste of how data could have a very-very big impact on the traditional business. So that cemented my decision to focus on the database technologies in my graduate studies when I later came over to the United States. I finished my master’s degree, and so Oracle became a very natural choice. They are really the best in terms of database technologies, especially in the area of high-performance data warehousing technologies, kind of big data, like two decades ago. So, the group I joined were already solving the big data problem at that time, and Oracle and Microsoft were locked in the battle for supremacy of the data warehousing performance.

So as a young engineer, I was pretty happy. I got thrown into that battle, a lot of challenge. Well if you think a bit more about what a database engine is, it’s fairly easy to understand. It’s a machine for answering questions. The trick for answering questions very quickly is to figure out beforehand what difficult questions users are likely to throw your way, and therefore you can have answers ahead of time. Well at that time, Oracle was not exactly a young company at all. They’d already got decades of technology, decades of complexity, built into their super complex database kernel, database engines.

The process of solving the problem I’ve just mentioned, elegantly, effectively, is actually very-very challenging here. So, it’s really cut out for me as a young engineer fresh out of graduate school. I would say, it took quite a while to crack open the nut, but actually once you finally get in there the feeling of getting something back was tremendous. Well, just think about it, Oracle has a huge install base, all the retail chains, all the big airlines, all the financial service firms running complex reports, doing ad hoc queries, they could see results coming back immediately, they could save a lot of time, they could save a lot of money.

So, I’ve kind of stayed away from hands-on technology work since my Oracle days, 15 to 20 years ago. However, if I lost some of the coding skills, I would say two things did stay with me forever. I think that’s quite interesting. The first thing is the curiosity for disruptive technologies, they could change the world, I saw that first-hand, I experienced it first-hand, I did a small part to make it happen. The second piece, even more importantly is the realization of the huge potential of data technologies. Twenty years ago, it was hard to believe, data mining, machine learning, and AI were already very hot topics at least within the Oracle Data Warehousing Group.

Later as I kind of embarked on my business consulting career, and kind of became a strategic acquirer, and making sense of technologies and figuring out their strategic and financial implications, gave me a strong edge in buying the right kind of disruptive digital assets.

You know, if there’s a red thread through all of that Ben, it’s what I would call systems thinking; whether you’re coding, or building up complex systems, or building up organizations that run complex systems, or buying them, you tend to always think of it as multi-faceted view of the system, right, and looking for those best practices that are in there. So, no surprise you could make that jump from technologist, to consultant, to strategic acquirer.

Let’s go all the way to that latter one, because it’s one obviously I have a lot of passion about. I was lucky enough to meet you sitting across the table on more than one occasion at PTC, usually representing one of our portfolio companies. But you’ve really been the invisible guiding hand behind some of what I would consider to be some of the most meaningful acquisitions, in the Digital Industry space, ThingWorx, a company that we know well at Momenta Ventures, Kepware, Vuforia, to name just a few of them. How did you find such winners, consistently?

Thank you for the very kind words, there was a quite big team working at PTC to make all the deals happen. So I would say it’s a team effort, I’m genuine about that. So, I have to say I learned quite a bit working out those deals. It’s very easy to say, have a look at the final outcome, PTC’s market cap grew tremendously through acquisitions, so it’s kind of you guys got that figured out. Well, I would say that perhaps for this particular audience, before we start to look at the results, perhaps more helpful for you, to reflect a bit on the journey of getting there.

So, many of the audience here perhaps already have read many academic research analyst reports. This merger and acquisition business is not exactly that easy, 70 percent, 80 percent, or an even higher percentage of deals simply fail to meet the sponsor’s expectation. Well, that did not stop tens of thousands of deals from taking place every year. So, the question is why? Well the answer is actually fairly simple. Because merger and acquisition remains one of the most potent levers to drive change quickly and effectively. Well, I would say that in some cases, it’s really the only way to make a decisive and transformative change happen.

If you’ll allow me here Ken, I can break down the journey to two big steps. I’ll try to illustrate each step, it’s been more about practitioner’s observations. I will skip the theory. I think there are plenty of theories over there. So, I would say that the first step is about the merger acquisition investment thesis. Tasks here are two-fold, the first thing is to get those investment objectives right, the second part is harder, to get the merger and acquisition thesis and strategy across. Okay, what do I mean by that? So, when I say ”get it right”, I feel like we really need to double-click  into who is doing the deal. Well, one can say isn’t that obvious, the parent company who is paying for it is doing the deal? Well, but is a growing part of the business taking ownership or is that a cash cow part of the business will be owning the future newly acquired business, or simply it’s a new business unit, you need to bring a new GM to be owning the new acquired business.

I feel to really have that level of nuanced understanding very early on is very-very critical because depending on the situation, the different environment, different investment objectives can take you down to very different paths. For example, I feel like you cannot afford to nickel and dime high growth asset by choking its growth engine, well equally you cannot afford not to nickel and dime financial consolidation deal to extract the margin. The above sounds kind of very trivial, but the real challenge lies in “getting it across”. What I saw was that the ideas out of the hands of corp dev team and the business sponsors, they are like a piece of fine art. It’s clean, it’s logical, its elegant. However, the moment the investment thesis ideas, when they leave executive office, when they reach the team members, you cannot assume people will embrace the ideas easily. Every deal, no matter the size, is a pretty involved process in terms of time, duration, the different group of people who got involved, whether internal or external, the deal dynamics across sourcing diligence and integration are simply so different, there are plenty of detractors along the way, causing the deal to fail.

Here are a few typical examples, think about it. Say when people get pretty excited about the shiny objects, it could be a demo, a very charismatic founder, a super-big customer deal, they might ignore some of the critical fundamentals, fundamental flaws. Say, for another example. You would get a lot of function experts who enjoy doing the diligence, who produce very-very deep reports. But sometimes, they may simply miss the bigger pictures on why they’re doing the deal, could you really tie your findings to link them with the bigger objectives. So, there are plenty of opportunities for the deal not to be successful.

So, to recap I would say knowing the play is only 20 percent of the game, but doing the play is 80 percent. So, a responsible Corp Dev team here is not just about developing the thesis, but more about working with other stakeholders, patiently, resourcefully, to make sure the thesis can be realized.

Now, also let me move on to the next big step in my two-step approach. The second step is about finding the right targets. Well at the risk of over-simplifying, to really get the best deal you need two things: you need to be able to do smart work, and you need to be able to do that in a very disciplined manner. So, why I say smart work? This is based on my experience. The smartness rarely resides just in your Corp Dev team. It’s actually taking a village to find the best deals.

I would say that the truly smart Corp Dev team are more like the executive recruiters. They network with their sales colleagues, service colleagues, industry analyst teams, so they go after whoever are touching customers directly. They find out who the stars are within those functions, and devote their time to build a relationship. And you know what, those relationships will bear great fruits, you’re going to turn them into your free smart deal sources.

Now let me just cover the last piece, when I say disciplined work, it’s the idea of screening, filtering, and the running a stage gate process. But it’s just not an ad hoc process, you should really run that as a machine. By that, I mean organizing your weekly meeting internally, organizing your quarterly cadence meeting at the executive level, even book up your management calendars one year ahead, if not longer. Finally, just don’t be cheap on the tools, if you’re going to spend hundreds of millions of dollars on a deal, you’re worried about improving the odds of being successful, why don’t you just buy the best data tools so you can get the market insight. Why don’t you just invest in the best merger and acquisition process management tools? Therefore, you don’t    go through the spreadsheet, you create a new level of efficiency. Okay the answer here is a bit long, but the truth is that it’s not actually easy, and you have to be very-very disciplined.

Yes. You know if you think of M&A organizations, what many times is missing is that critical eye element. You said, sourcing, diligence, integration, the flow between those through. I’ve seen in even large corporations where M&A and integration are completely two different teams, almost to the point that it feels like it’s been thrown over the wall, which creates all kinds of challenges.

I loved your insight around top performing Corp Dev teams being a lot like executive recruiters. Obviously, we have both our advisory and our exec recruiting practice, and we have seen a lot of parallels in terms of how to find good deals, and be able to assess those early-on, I think is quite an astute comparison there.

As Momenta Ventures, of course, we’ve invested in over 40 companies, and if I’m a founder in one of these companies, I obviously would like to understand if there’s some critical initial things you might look for in a company that maybe would want to sell themselves to the likes of a PTC, although it wouldn’t have to be just that example. What do you look for, what are the top couple of things you’re looking for in a good potential target company?

I would be happy to share a bit more about the mentality or perspectives about strategic acquirer. I think my two cents for the start-ups, companies are rarely sold, of course you can work with the investment bankers, companies are really bought especially for strategic acquirers. So, they would have a combination of strategic, financial and business criteria. And whether they’re going to activate any particular area really depends on the nature of the deals, depends on the fundamental business theses. If you work your way backwards, before you are going to approach any strategic acquirers, you have to invest your time, understanding the business strategies, understanding their gaps, and even then before you can reach out to them, the best way is for yourself to be discovered.

Could you think about that, you can generate some customer wins precisely on the path of the strategic acquirer, and make sure you gain some attention from the industry analyst. That’s typically the biggest deal source for the Corp Dev team here. I feel like that indirect 3^rd party introductions are way more powerful, than you just reach out to the Corp Dev team. I’m not saying don’t do that, but you don’t want to make that your primary choice, you almost want to make your direct approach as the secondary choice.

We call that, ‘Showing a little leg!” and it has worked quite well in the exits of our companies, where we’ve coached them as well.

Many who have seen you in this kind of strategic acquirer role probably don’t see the broader picture of what you’ve done, both in PTC and in other companies, and by that, I mean digital industry strategies. So, having worked in this digital industry for now almost a decade, how is it the same and different from digital transformation in other business domains?

That’s a very interesting question, it’s something I’ve been thinking a lot about, I’ve been reflecting on the deals I was doing when I was part of the PTC team here. I also attended many seminars, I know many of my colleagues have been asking similar question, and again I just want to share my own two cents on this very interesting topic here.

Regarding the commonality across the different digital transformations, across the different industry verticals, I would say the basic formula for digital transformation is actually quite universal. Think about it, you’re going to need the data, the data may come from business processes, it may come from people, it may come from assets allowing people to do their job, whether we’re talking about a physical asset like machine equipment sensor, or we’re talking about digital assets like customer files, supplier data, etc. So, this data needs to be created, correlated, distilled into actionable insights, which would go back to modify the human behavior, or physical assets’ behavior, and ultimately, you’re running business processes, or physical processes at high efficiency, and it is capable of generating more output. You kind of complete the loop. Well, the above all sounds very clear, very logical, but however I would say trying to do that in the industrial settings has some extra challenges, it’s just not that easy. I would kind of group them into three buckets of challenges.

The first bucket, in the industrial market, it is very-very fragmented. For example, if you can think about the HR solutions, they can be configured relatively easily to meet the diverse vertical needs. However, in contrast, what about talking about a predictive maintenance solution? What’s working for a stamping machine in an automobile plant, will have nothing to do with a mechanism which will allow you to predict failure in a beer brewery. That just speaks about the tremendous amount of fragmentation.

I think the next set of challenges are really about an IT/OT divide. Again, if we go back to HR solutions and we can talk about CRM and the ERP solutions, they all live on the same side of the IT fence. They don’t really need to touch physical equipment for the most part. However, to transform any industrial processes you have to cross the IT/OT divide. That divide is not just one dimensional, it’s not just about technology- IT likes cloud, OT prefers air gapped on-premise deployment. Some of the deeper IT/OT divide issues are really about the people-- IT for example has a very strong team oriented DevOps culture, and when you approach OT, approach the shop floor, you still run into many distributed jack-of-all-trades control engineers. These two disciplines however have a very different tolerance for downtime, reliability, and the human safety concerns. It’s really something for any startups who want to venture into this digital transformation business for the digital industry, they need to pay a lot of attention to the IT-OT divide.

The third and last bucket I would say is the last mile issue. The deployment of the digitally converted solution, which requires physical touch. Whether it’s about installing the sensors, instrumenting the equipment, tuning the gateway, or even fine-tuning your machine learning model, because certain training dataset can simply not leave the factory floor for security or trade secret reasons.

So, I really see a lot of differences that came from the above three areas Ken.

So, domain knowledge very-very critical in this. At the IT-OT divide, yes very-very different, as they many times say; ‘A bug in IT and people are inconvenienced, a bug in OT and people are harmed or worse’. I agree with you, the physical, all the way from Airgap down to just those physical devices, so I’ll call it the atomic versus the digital, all very critical elements of why digital industry strategist or strategy is so different.

So, in closing out you’ve seen a lot of interesting start-ups, Moment has obviously invested in a lot as well; from your perspective what are the ones to watch in terms of start-ups or sectors at this point?

Well Ken, this is actually my favorite topic here. Over the past decade, I had the pleasure and the luck of working with many-many start-up founders. I had a chance to speak with perhaps hundreds of start-up companies, they have my deep respect for their entrepreneurial spirit. So, apparently, I’ve been paying a lot of attention to what’s really happening in the start-up landscape. Why don’t I just again perhaps map those companies into the three buckets which I’ve just mentioned, if that’s working with you.

I would say if you can go back to the fragmentation problem, I really like the approach the UK based company Senseye is taking. So, they work in the area of predictive maintenance. This is a pretty hot area, there are plenty of providers in the space. And many other providers pursue the route of being vertically integrated. Many have their own proprietary sensors, they have their own proprietary cloud algorithms to make sense of data coming from sensors like vibration, temperature etc. And then they are really going to prescribe the actions, so the field engineers can really take action to address the issue ahead of time. However, I saw that Senseye was actually taking a very different approach.

They are saying that, we’re not really the expert to work on physical connectivity and sensors. In many cases some customers already have solved that problem for different reasons, because you need sensor for more than predictive  maintenance reasons, you need that for operational reasons as well, so they are saying why don’t I just focus on the things we do the best, being the strongest, most powerful, most flexible, learning algorithms? That’s precisely what they did. So, because of that kind of choice, they were able somehow to bypass the fragmentation issue here through really an approach of partnering with eco-system partners, with each party really doing what they’re doing the best. As a result, right now they’re in pretty sophisticated auto OEMs, many of their supply chain partners. I think this company is really worth watching out for.

Now let me move on to the next challenge regarding solving the IT/OT divide. Again, we just talked about all the different dimensions, it’s really difficult to find a solution quickly. I would really like to point to the two businesses, one is the Factora business, another one is Kalypso. Both companies were acquired respectively by PTC and Rockwell, and both of these two entities specialized in being service experts. They’ve had decades of IT/OT convergence experience that hires experts from both camps. Those people had worked together for quite a long while solving the IT/OT problem day in and day out.

To think about it, the impact to PTC’s and Rockwell’s business is actually quite significant. because this group of people they can provide both road map guidance to help R&D to finetune the product and on the other hand, they can work on customer engagements directly to deliver value. Well, in a sense they provided a strategic buffer to give the disruptive products the time window, to mature to cross the IT/OT divide. Although I think they’re now part of much bigger organizations, but I do see their impacts are just starting to show. The key is not about how much service business they could bring respectively to PTC and Rockwell, but really how many strategic accounts they could help PTC and Rockwell to secure, against competitions. That definitely was worth watching.

Finally, regarding the last mile issue, I really like the Boston based start-up, RevTwo. What they do is AI assisted remote diagnostics, they can really connect your self-service customers with call center analysts, with service experts. The idea is to minimize truck rolls. This solution really gives OEM a virtual way to deploy and service the equipment. Again, I think that’s a great company to checkout.

Very good. I appreciate and we would have to second your opinion of Senseye and RevTwo, as they’re both companies that Momenta Ventures has invested in. For our listening audience, you’ll know that we have six investment criteria, all begin with ‘M’, but one that we call ‘mission’. And as I apply that towards Senseye, what appealed to us around that team there is, they came from Lynx helicopters, they were actually the team that did all the condition monitoring on the main helicopter rotor, and so you imagine a team that knows rotating equipment like no other.

The same could be said for Dale Calder, the CEO over at RevTwo, who previously founded Axeda, and other industrial automation companies by the way. So, he’s certainly not new to the space, or is a serial entrepreneur. All good suggestions there Ben.

So, final question we always like to ask is, any recommendations of books and/or resources that you’d like to share, or maybe in another way, what inspires you?

Well I think if just one book I can recommend to the audience, the book which is highly relevant to today’s discussion, it’s a book called ‘Zone to Win’. It was authored by Geoffrey Moore and was published back in 2015. Geoffrey Moore, the same author who wrote the defining book, ‘’Crossing the Chasm’.

So, ‘Zone to Win’, was based on his field work at Microsoft and SFDC. The key idea is that your business is not really monolithic, but it can be separated into multiple zones. Different zones have very different goals and margin profiles; therefore, they need to be treated very differently. For example, you may have one zone for incubating new ideas losing a lot of money but driving a lot of growth future potential. You may have a performance zone for balanced growth and margin. And you may have a productivity zone for highly profitable solutions but are likely to retire soon. And finally, and most importantly you can have only one zone, for truly transformative work. That’s really the area you want to support with all your financial and strategic customer resources, and that gets everybody’s attention to make it successful, because transformative work is actually so hard, you need the undivided attention from everybody.

So fundamentally you really have to adapt your strategy, organization principles, including culture, to feed into the unique attributes for each zone. The book apparently is very applicable to any acquirer with more than a single product family, with some corporate history. However, I would say it’s equally educational for companies looking to be acquired. So, for those, the book really helps you to uncover the motivations of the strategic acquirers. So, again, it’s a very nice book, it inspired lot of people from PTC, me included.

Then finally regarding some online resources I would really recommend, Battery Ventures’ website, they did an excellent job of covering the ins and outs for the SaaS deal landscape.

So, ‘Zone to Win’, and ‘Battery Ventures’, website. Great suggestions in that.

It has been my great pleasure to introduce our newest strategy partner, Ben Tao, practitioner, technologist, strategic acquirer, and digital industry strategist. Ben, this has been a really insightful conversation. Any final words from your perspective.

38:18    Well thank you Ken, it has been a lot of fun doing this, and I guess for the audience of this podcast, thank you for your time, for any questions you can reach me through Momenta website, or my LinkedIn page. I know it’s not easy, but I look forward to learning about your challenge, and your success in your very own digital transformation journey. Thank you.

Thank you very much Ben.

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