Late yesterday Adobe surprised the market by unveiling a $1.8 billion cash acquisition of Omniture, the web analytics and optimization company. With Omniture's trailing 4 quarter revenues of $335 million, the deal was done at a little over 5x revenues and a 45% premium to Omniture's average stock price over the last 30 days - not ridiculous bubble-era terms by any stretch, but still plenty rich in this down economy.
I listened to yesterday's investor relations call explaining the rationale for the deal, talked to a number of industry executives for their reactions, and read some of the online coverage. My takeaway is that while the deal could work out, I'm somewhat skeptical until I see actual proof.
First, when I look at Adobe, I'm focused narrowly on its video-oriented products and strategy (Flash, Flash Media Server, Strobe its open player framework, etc). While a leader currently, Adobe has significant challenges ahead in the video space. It faces major competitive threats from Microsoft, which is ramping up a Silverlight and Smooth Streaming onslaught (we've seen this movie before and know how it ends) and Apple, which has frozen Flash out of its world-beating iPhones in an attempt to thwart the advance of Flash's desktop hegemony to mobile devices. From my perspective, an acquisition the size of Omniture must provide specific differentiated value to Flash, in order to help Adobe compete in the video space.
I hear the top-line rationale being provided for the acquisition: that integrating Omniture's measurement and analysis tools into the front-end creative process will help digital media executives more effectively monetize content and improve advertising ROIs. In Adobe CEO Shantanu Narayen's words, the deal "completes the loop of content creation, delivery and optimization." Omniture's CEO Josh James put the goal simply: "to drive ad dollars from offline to online."
That's an incredibly important goal; I have written many times that advertising, particularly for long-form online video, is not remotely close yet to supporting the high cost of creating premium-quality programs. To the extent that eyeballs shift from offline to online without a parity (or better) economic model, content providers will be in a death spiral - racking up profitless online viewership.
While the deal's high-level rational makes some sense, I have 3 concerns about whether it's robust enough to ultimately pay off for Adobe, and more specifically strengthen their hand in the video space: (1) Are there actually incremental product integration opportunities beyond those already being pursued through the companies' existing partnership? (2) Are there actually incremental sales to be gained (and for which products), by putting the companies together? (3) Is this the optimal use of Adobe's resources given current and future market conditions for video?
The product integration issue received a lot of attention in the analyst Q&A portion of the investor call. Yet, despite the number of times both CEOs answered it, few specifics were ever revealed, leaving what I perceived as a sense among the analysts and me (manifested by repeated similar questions), that the product benefits might not be well-understood, or worse, overblown.
In my mind optimal product integration requires that the same person or team in an organization gets value from the 2 products being put together. Yet today the creative people using Flash are different from the marketing people using Omniture. In the organizations I've worked with there's already significant interaction between these groups as they continually modify apps to enhance user engagement and monetization. Maybe more can be achieved here, but with different audiences for the respective products, I'd want to see evidence.
Incremental sales were another area of intense analyst interest. Typically in acquisitions a key deal driver is that one (or both) of the companies' products can be put through the others' sales channels to increase volume. Yet, per the above, Adobe's creative tools are typically purchased in the creative group, not the marketing organization (sometimes it's even more complicated as a whole different entity is the buyer, as with CDNs and Flash Media Server). However there is a case to be made that as digital revenues become more important to companies, marketing will exert more influence.
But still, is it likely that notoriously autonomous creative types are going to be swayed to use Adobe's tools because marketing types say that improved integration with Omniture makes analysis/tracking better? Conversely, is a marketing executive going to be persuaded to use Omniture because the creative group insists it must use Flash? Looming also is the question of whether one sales team and channel versed in selling packaged software (Adobe) can effectively help sell SaaS analytics (Omniture) and vice versa.
These questions ultimately raise the final one - is this the best use of Adobe's resources? On the one hand, Omniture helps diversify Adobe's revenue and product base, opening up new markets for it. Diversification isn't a bad thing per se, but if the acquired products don't help the core business, it can quickly turn into a distraction, changing the organization into cluster of silos. Plus, while Omniture's revenues have quadrupled in 3 years, it has already forecast slowing growth. Generally I'm very skeptical of big acquisitions. Evidence has shown they rarely deliver the intended results, and often (as in the case of Ebay-Skype) they can actually be a value destroyer.
My guess is that much of what Adobe will eventually achieve with Omniture could have likely been achieved through expanding its current partnership. But I stand ready to be proven wrong as it's quite possible I just don't get it. Both leadership teams are intelligent and savvy about the market. They obviously see the benefits of the deal. We'll eagerly await the proof.
What do you think? Post a comment now.