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Following M&A Monday–It’s About the Patents

August 16, 2011

Two BIG acquisitions happened over the last week. One is big for the smartphone space, and the other is big for the speech industry. I think they both had something to do with technology patents.

Google acquired Motorola. As everyone knows, Google has been wrapped up in a lot of legal feuds over Android. Android is certainly doing well, its competitors want to knock it down, and patent infringement seems to be the preferred means of fighting. Long established companies like Microsoft, RIM and Apple have had a lot of time to build a patent portfolio…on top of that they recently outbid Google on the Nortel patent acquisition. SO… Google has to beef up its patent portfolio quickly to fight back and eventually do what big companies do – agree to cross license and stop paying the law firms! Or maybe Google just wants a boatload of patents so they can be comfortable indemnifying all the Android users.

So at the end of July, Google bought a boatload (well over 1000) of patents from IBM (Nuance bought a bunch of patents from IBM as well focused on speech tech!)

Now Google buys MOTO. Here’s something really interesting. The price paid for Nortel was about $4.5B for 6000 patents (plus patents applied for etc). That’s about $750K/patent. Google underbid and didn’t get in on the deal. Google bought MOTO Mobility for $12.5B for a little over 17,000 patents… Just under $750K/patent! VERY INTERESTING…seems like $750K/patents is the going rate for large patent portfolios!!!!!

Specialized portfolios in speech technology are worth even more!

Nuance acquires Loquendo. I’m sure this wasn’t just for patents…it was taking out one of their only competitors for both SR and TTS, and Nuance got a GREAT price for a company with a lot of excellent technology. I have no idea how many patents Loquendo has…I think 7 in the US and probably a lot more in Europe. Let’s estimate that they had 35 patents total. At $75M, that would be around $2M per patent, which isn’t far off of the per-patent price Nuance paid for SVOX, who had 60-80 patents. The revenue multipliers seem pretty consistent too…SVOX was doing around $25M in sales and was bought for around 6x sales…likewise Loquendo was doing about $12.5M in sales and was bought for ABOUT SIX TIMES SALES. What does Nuance trade at? ABOUT SIX TIMES SALES. So what does that mean? Well you could argue that if Nuance pays less or equal to its revenue multiplier (6xsales) for an acquisition, then the patents essentially come free because the acquired revenues should immediately boost Nuance’s valuation by close to the purchase price.

I wonder if that’s how Nuance thinks about it. Then they wouldn’t be paying $2M for a patent or even $750K…they’d essentially get them for free and in the process build the biggest database of speech patents in the world.

Maybe Nuance’s strategy isn’t really about taking out competitors and buying customers through M&A, but maybe they want to own the majority of patents in the speech tech space. Nuance certainly hasn’t made money in using patents for lawsuits. Dave Grannan, Vlingo’s CEO was recently quoted as saying, ”We are happy to report that with this latest ruling, Nuance’s record remains perfect in patent infringement trials, they haven’t won any.” You go, Dave!

So why would Nuance want so many speech patents if they can’t make money in court? Well I’ve blogged earlier about their use of patent infringement in acquisitions. Maybe they are looking to be bought by a Google, Apple, or Microsoft…that patent portfolio could certainly do a lot in user experience fights. But if cross licensing agreements get worked out between the companies big enough to acquire Nuance, then where does that leave Nuance?

Well…without a lot of competition for sure!

Todd
sensoryblog@sensoryinc.com

There You Go Again!

June 17, 2011

That’s what America’s most charismatic President used to say! I didn’t necessarily agree with Reagan’s politics, but I sure did like his presentation. Nuance’s Paul Ricci is kind of the inverse of that; a lot of people don’t like him, but it’s hard to argue with his politics (although I will later in this blog…)
Nuance does seem to perform remarkably well. They have an amazing patent position, and are quite highly valued by almost any financial metric you can apply, including their market cap (over $6B and near an all-time high), their revenue multiplier (5-6 range), as well as P/E over 2000 (and although fairly meaningless, it does show they are finally profitable using GAAP rather than their modified accounting policies!!!!)

I’ve never met Ricci. I’ve known a lot of people who have worked for him, with him, and against him. Everybody agrees he’s a tough guy, and I think most would also use words like ruthless and smart. A lot of people might even call him an asshole, and whether true or not, I don’t think he cares about that. He’s a competitive strategy gameplay kind of guy, and he’s done pretty well. However, he has a HUGE challenge being up against the likes of Google, Microsoft, and eventually Apple (let alone the smart little guys like Vlingo, Yap, Loquendo, etc.). But I digress…

I started this blog thinking about Nuance’s recent acquisition of SVOX. And I wanted to congratulate Nuance and Ricci for ACQUIRING SVOX WITHOUT SUING THEM. If I look back a ways (and I can look back VERY FAR!), Nuance (or the company formerly known as Lernout and Hauspie and then Scansoft) has at least 4 embedded speech recognition companies wrapped into it over the years. In rough chronological order: Voice Control Systems (VCS was probably the FIRST embedded speech company and the first and only embedded group to go public), Phillips Embedded Speech Division (I think they had acquired VCS for around $50M), Advanced Recognition Technologies, and Voice Signal Technologies. I believe Ricci was at the helm during the Philips embedded acquisition (this was the one closer to 2000 as opposed to the Philips Medical group a few years ago), ART, and VST. Interestingly, 2 of these 3 were lawsuit acquisitions. There are probably some inside stories about SVOX that I don’t know (e.g. threats of lawsuits??), but it appears that Nuance’s acquisitions of embedded companies are now down to 50% lawsuit driven. Thanks, Paul, you’re moving in the right direction! ;-)

OK, so what’s wrong with suing the companies you want to acquire? It probably does lower their price and reduce competitive bidding. Setting aside the legal and moral issues, there is one huge issue that’s clear- If you want to hold onto your star employees and technologists, you need to treat them well. Everyone understands who the “stars” are – they are the 10% of the workforce that contribute to 90% of the innovation. They are not going to stick around unless they are treated right, and starting off a relationship by calling them thieves is not a good way to court a long term relationship.

For example, there’s been a lot of press lately about the Vlingo/Nuance situation and how Ricci offered the top 3 employee/founders $5M each to sell Vlingo (plus a bundle of money for Vlingo!) Well, Mike Phillips used to be Nuance’s CTO (through acquisition of Speechworks)…so wouldn’t it have been more valuable to KEEP Mike there than BUY him back? The “other” Mike…Mike Cohen is Google’s head of speech. He FOUNDED Nuance (well, the company formerly known as Nuance!) and left to join Google, and of course this caused a lawsuit…think either of the Mike’s (two of the smartest speech technologists in the industry) would ever go back to Nuance? Google has managed to hold onto Cohen, so it’s not just an issue of the best people leaving big companies because “little companies innovate.” I’ve also seen the recent rumor mill about Nuance’s Head of Smart Phone Architecture leaving for Apple…
By the way, you gotta treat customers nicely too! Strong arm tactics on customers and competitors might close short term deals, but I think there are better approaches in the long run.

So it’s the personnel and customer thing that Nuance is missing out on in their competitive gameplay strategy, and my hope is that SVOX’s acquisition represents a significant change in how Nuance does business!

As a point in contrast, Sensory has acquired only one company in our history – Fluent Speech Technologies (and no, we didn’t sue them first.) This was a group that spun out of the former Oregon Graduate Institute back in the 1990’s. We saw a demo of theirs back in 1997-1998, and thought the technology was great. They offered to sell us the speech recognition technology (not the company), so they could focus on animation opportunities, but we had NO INTEREST in that. We wanted the people that made the technology, not the technology itself. That’s how our Oregon office was born; we acquired the company with the people. The office is now about as big as our headquarters (and some of our people in Silicon Valley have even moved up there!) By the way, ALL the technologists that came with that acquisition are still with us after 12 years, and we’ve kept a very friendly relationship with the former OGI as well.

Time for a breather…Yeah, I do long blogs….if you see a short one, which might start appearing, it’s probably a “ghostwriter” helping me out…. ;-)

So let’s look at Nuance’s acquisition of SVOX. Why did Nuance acquire them?

  1. SVOX was for sale. I don’t mean this tongue in cheek. I suspect SVOX proactively approached Nuance (and probably Google and others as well) to buy them. If you look at SVOX’s Board (many of whom are their investors), it’s a bunch of guys that ran retail empires and huge organizations, so they probably got tired (in the midst of the economic downturn of the last few years) of waiting.
  2. SVOX was affordable. I don’t mean cheap, and I don’t know yet what Nuance paid, but my guess is Nuance probably paid in the 4-7x sales range. SVOX as a wildass guess was doing in the $20-$30M year range, so Nuance might have paid $80-$210M…quite affordable for Nuance. Since Nuance is traded at around 5-6x sales, that’s not too bad from a revenue multiplier perspective, and I’d guess SVOX has been profitable so the deal should be accretive to Nuance. If the numbers come out and Nuance paid more than $200M (their prior embedded acquisition of VST was about $300M!), that means there was some serious bidding going on – and probably with Google, Microsoft, or Apple (The Big Guys) in the mix, since they all could have used SVOX technology and patents.
  3. SVOX had Patents. SVOX acquired/merged with Siemens’ speech group a few years back, and with this merger came “60 patent families.” That’s a lot of patents, especially when you add on the patents that SVOX got before and after the merger with Siemens. This will continue to fuel Nuance’s tremendous patent position. My opinion is that it was quite a mistake for the Big Guys – especially Apple- to pass up this combination of talent, technology and patents…they could have easily outbid Nuance !
  4. Customer acquisition. OK, this was probably Nuance’s primary motivation, and probably the reason that Nuance would outbid companies wanting SVOX for “in-house” solutions. SVOX had a lot of deals in automotive and mobile handsets! They were very strong in small-to-medium footprint (1-50MB) TTS, and were making fast inroads with their speech recognition. Nuance loves to buy customers. SVOX had customers.
  5. Keeping Apple and Google from Acquiring SVOX. It’s not often that Apple loses, but I think they lost on this one. SVOX would have been a really cheap way for Apple to make a big move into speech with an in-house technology. It’s going to be hard to grow it all internally, but what a nice bootstrap SVOX would have been in patents and technologies! Google is one of SVOX’s customers for TTS (Hey – Nuance was one of the founding members of the Open Handset Alliance that developed Android!), but with Google’s hiring and acquisitions in the speech space, the writing was on the wall for SVOX to go the way of Nuance, and get designed out of Android for Google’s internal solutions. By keeping SVOX away from Apple and Google, Nuance has the opportunity to keep two huge customers (i.e. Google from SVOX and Apple) from jumping ship…but I still think it will happen eventually!
  6. Automotive Industry Contacts. I read the press release about advancing “the proliferation of voice in the automotive market”, and accelerating “the development of new voice capabilities that enable natural, conversational interactions” and about SVOX supplying the Client for Client/Server hybrid solutions. None of that market-speak makes my list. I think the technologies that SVOX had were pretty redundant to what Nuance has. SVOX had better customer relations and accounts in automotive…that was really the driver!

Anyways…I suspect the acquisition was a good deal for Nuance and its investors, and probably a GREAT deal for SVOX and its investors. Nuance’s market price didn’t seem to move much, but maybe it will once the price is disclosed. I commend and encourage Nuance to cut the lawsuits…one of them could bite back a lot worse than the pain of losing employees!

Todd
sensoryblog@sensoryinc.com

Conversation with an Analyst

April 21, 2011

I had an interesting email conversation with a blog reader last month, and I thought I’d share some of the dialog. He is an equity analyst (who wishes to remain anonymous) that follows some companies in the speech industry. He emailed me saying:

“I came across your blog some time ago and have been reading it since with great interest. A topic of particular interest to me has been your periodic comments about how Apple has lagged the investments made by Google in speech recognition technology, opting instead to lean on Nuance. I was also struck by your observation that big companies, such as Google, have a history of licensing Nuance technologies before eventually taking those capabilities in-house.”

This makes me feel the need to clarify something…Nuance has great technologies, period. When companies feel the need to bring the technology “in-house”, it’s not driven by a failing of Nuance, but simply the fact that the USER EXPERIENCE IS SO CRITICAL to the success of consumer products. It’s difficult for big companies like Apple, Google, Microsoft, HP and others that depend heavily upon positive consumer experiences to farm out the technology for such a critical component.

The conversation turned to Apple, and the equity manager asked about the all too common question of whether Apple might acquire Nuance. Here’s, roughly, how the conversation went:

Analyst: What is your current view on Apple’s efforts in this space? As a company they seem to take great pride in controlling the user experience and that extends to how they think about key technologies (witness the Flash vs. HTML 5 spat, for example). It makes me wonder if Apple would be satisfied relying on Nuance for such a visible and important capability or whether they’d feel the need to also bring it in-house.

Todd: Apple can definitely afford Nuance. In fact, Apple probably makes enough profit in a good quarter to buy Nuance outright. Nevertheless, it would be a BIG price tag, and not in line with Apple’s traditional acquisition strategy. I wouldn’t rule it out, but I wouldn’t say they “need” Nuance, either, but they do need to do something, and they know it. Apple has been posting job requisitions this year in the area of speech recognition, so they definitely want to bring more of the technology in-house. My guess is they’ll do some M&A in the speech technology area as well. Google and Microsoft have combined aggressive hiring with M&A, so it seems likely that Apple will go beyond the SIRI acquisition (which added an AI layer on top of Nuance) and acquire more core speech technology expertise.

Analyst: I agree with you that Apple makes/has enough cash to acquire Nuance, but that it would be out of character for Apple to do so. Where I’m most interested is whether there are meaningful technical/architectural reasons why Apple must partner with Nuance for SR, or if the gap between Nuance and these smaller players is narrow enough that Apple would acquire or partner more closely with one of the small guys in order to maintain more control over the technology. Many people seem to think that an SR acquisition would have to be of Nuance, but I’ve been told that there are many quality SR start-ups. If you had to bet, do you think that Apple needs the 800-pound gorilla Nuance in order to do a good job in SR, or would one of these smaller companies give Apple a sufficient base upon which to build out a solution?

Todd: I’m confident Apple will eventually own it. I’d say the odds of them buying Nuance though are quite low (10-30% as a wild guess). There’s no technical reason why they can’t use another technology, but the 3 best reasons they’d acquire Nuance are:

  1. Patents
  2. Language coverage
  3. Ease of integration

Apple’s in-house teams are quite familiar with the Nuance engines as they have already implemented them in some products. Apple is engaged in a lot of patent fights, and Nuance has the best portfolio of speech patents in the world – That’s a really valuable asset that the Google’s and Microsoft’s would probably fight over! Of course, for the cost of Nuance, someone could probably buy all of the other TTS and SR tech companies in the world! ;-)

Analyst: Apple really has a phobia about adding third-party software to their products. No Mosaic core in their browser, no audio compression codecs from Dolby or DTS, no Flash from Adobe…. They acquired two microprocessor design companies to create a proprietary stack on ARM chips rather than using broadly available chipsets from Qualcomm or Broadcom. Now comes the question of what to do with SR technology….

Todd: It will be interesting to see how this all unfolds. I suspect a lot of other large companies will want to get into the game as well. It could be that the cloud-based solutions for TTS and SR become generic and replaceable enough that there isn’t a need to bring them “in-house”. Of course, Sensory is hoping and betting on the need for the Client/Server approaches, where an embedded solution (like our Truly Handsfree Triggers) nicely complement the cloud-based offerings.

Todd
sensoryblog@sensoryinc.com