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 Scott Cullen

Four Analysts Rate The Big Three Acquisitions
Of The Past Three Years

It wasn't long ago when you had the independent dealer channel, the OEM direct channel, and the three mega dealers-Global, Danka, and IKON. At one time, those three mega dealers seemed invincible, sucking up independents, driving others out of business, and forcing others to regroup, refashion their business plans, and come back out swinging. Then things changed, at least with Danka and IKON. The general consensus was that Global did it wisely, acquiring dealers and letting them run the business pretty much the way they always did in their markets. At the risk of generalizing, after buying, the other two cleaned house or let talent walk away, often exorcising the heart and soul that made those dealerships strong in that market. That strategy seemed to work for awhile before imploding and with that implosion came declining stock prices, which helped make these entities ripe for acquisition in an office equipment climate where buying distribution and securing MIF was the new business model.

When first announced, everyone and their brother weighed in at the time on the relative merits and detriments of those acquisitions, but now that some time has passed, we're curious as to how the grand old analyst community rates those acquisitions today. We've asked four of our favorite analysts to weigh in with their thoughts. Here's what they have to say.

Brian Bissett, Publisher & Editor The MFP Report

If you ask Brian Bissett what he thought of the Xerox acquisition of Global when it happened, he would have said that acquisition had the highest risk based on the lack of experience on Xerox's part in the owner/operator, entrepreneurial fast-paced, independent dealer-oriented business. Add to that the fact that they were purchasing non-Xerox experience and a non-Xerox installed base, there was no guarantee it was going to work.

"Certainly three years out, it seems to have worked very well," opines Bissett. "They've managed to hold onto the Konica Minolta and Sharp business in a reasonable amount. There doesn't seem to be any mass exodus of top management talent, certainly in the core companies out in the field. They seem to have followed through on their commitment of maintaining the separateness and latitude that Global needed to be successful.

They didn't go in and put the Xerox stamp on everything and make them swallow Xerox's procedure manual. And where the 1 + 1 equals a little more than 2, it seems they have absorbed a little understanding of what Global does and put that into the Xerox side of things. Rather than turning them into another piece of Xerox, they leveraged the strengths they had and even learned a few lessons from them."

Bissett is optimistic the current game plan will remain unchanged, particularly in light of the ACS acquisition, which is another acquisition story altogether.

"With ACS in the picture, Xerox certainly has bigger fish to fry in terms of how they can integrate disparate units," says Bissett. "It's not that Global doesn't matter. Because it's been successful they have every reason to continue with the way it's been going. If anything, some of the fundamental lessons of how to acquire, transition and work with an organization that was somewhat different from your own culture was a good lesson to learn that they now applied to ACS, which in order of magnitude is larger and more different."

As far as Konica Minolta's acquisition of Danka, he says, "It seems to have gone pretty well."

Looking back, Bissett acknowledges it wasn't unreasonable to question how this would work, mainly because Konica Minolta at the time was still the industry poster child for channel conflict.

"The risk at the time was that it would only exacerbate that more," recalls Bissett. "The new management and approaches they put in when Rick Taylor came on averted what could have been a lot of stickiness and messiness."

What the acquisition has done, in Bissett's opinion, is transform Konica Minolta into more of a direct organization than any other vendor outside of Ricoh. Overall, he feels this was a relatively smooth transition and he's pleasantly surprised as to how well it's turned out.

"They seemed to have finessed it fairly well and it was a simpler deal than Konica and Minolta merging," states Bissett. "On the upside as in the Xerox case they were buying non-Konica Minolta MIF."

On the Ricoh and IKON front, Bissett feels the jury is still out. Some of that is because of the timing of the acquisition.

"The deal closed when the economy was on the skids," he says. "When you look backward it's a little hard to separate what was an integration issue from the complexity of the failing economy. It seems that they're slowly getting their act together."

One thing that's obvious to Bissett is that the acquisition only exacerbated Ricoh's evolution away from independent dealer distribution.

"The problem is Ricoh hasn't been clear with themselves or the market acknowledging the reality that they, for whatever reason, are choosing to be foremost a direct company," he says. "Not that that's a right or wrong thing but you can't tap dance around that."

If Bissett has any criticisms regarding the acquisition, it's directed at the company culture.

"There hasn't been a strong leadership personality who had credibility within Ricoh and within the broader industry since the days of Kirk Yoshida to speak to these issues," he notes. "I'm not saying they're not trustworthy, but they're more behind the scenes people and I haven't seen anybody step up and put a management leadership imprint on things the way Rick Taylor has at Konica Minolta or the way Kirk Yoshida had in an earlier period at Ricoh."

He notes that this climate creates a lot of confusion among large accounts, dealers and the rest of the industry.

"When you're doing somewhat risky and bold things you're much more likely to be successful if somebody is coming out and painting a picture and you follow through on that," he says.

Overall, Bissett feels that Ricoh hasn't made any major missteps in making this transition and that it seems to be gradually coming together.

"I think Ricoh approached it more like they approached a Savin or Lanier kind of deal, mature market, flat and declining hardware sales, but to buy and control more of its distribution. While they got that, the sort of upside [perhaps more strategically] to the value in IKON are the things they're getting in terms of capabilities in MPS, solutions, and traditional services."

He's not surprised that IKON personnel are now running the show. "It's hardly the first time, since Ricoh has a history of thinking the people in the companies they acquire are smarter than the people they have inside," he notes. "Not that they say that but sometimes actions speak louder than words."

Bob Sostilio, President of Sostilio & Associates

Bob Sostilio has sat through a few acquisitions in his 42+ years in the industry. As he points out, the formula that often works best when acquiring a company is when the acquisition has a positive cash flow.

"You'd have to see the numbers and because that information isn't shared on a public basis, all we can do is look at it from 90,000 feet," he concedes. "If you look at some of the results of the acquisitions, certainly the Global acquisition seems to be contributing to Xerox's profit and I believe Danka is contributing to Konica Minolta. Danka gave them some additional sites where they could install their high-speed machines."

He gives big kudos to Xerox.

"Xerox says more than 50 percent of Global sales are now Xerox. That has to be a pretty good track record in that their objective was to penetrate that market. They now have a pretty good base of their own machines and they're now converting whatever machines aren't Xerox into Xerox machines. If that was their strategy, which I assume it was, it's paying off dividends."

As far as the Konica Minolta and Xerox acquisitions go, Sostilio feels both companies have done a good job of transitioning their acquisitions into their organizations.

"There hasn't been a mass exodus of employees, there wasn't any bad paper on the street, and people weren't thrown out of their jobs at Christmas."

Sostilio is less impressed by Ricoh's performance.

"Look at all the acquisitions Ricoh made in the past, they were all positive cash flows. When they acquired Savin Corp., they left it as a separate company. When they acquired Lanier, they left it as a separate company. With every acquisition they made, it was like adding another wholly owned subsidiary, but they didn't really combine them with existing corporations or combine them with the synergies they could have early on. With the IKON acquisition it's possible we don't know what all the numbers are, but they probably didn't turn all those IKON accounts into Ricoh accounts because they didn't have the horsepower to do it."

Frank Cannata, President, Marketing Research Consultants

Frank Cannata emphasizes different standards apply to different transactions.

"You have to understand there are different objectives," he says. "In the Xerox case they were looking to develop a channel's approach that made sense to them and one where they could have some kind of effective control. That's worked extremely well. The expectation was this was never going to be the dominant vehicle to deliver Xerox product, it was just going to be a way to get into the channel with their products in some sort of controlled fashion. On that basis it's worked out pretty well for them."

He adds that it's been a pleasant surprise for a lot of people in Xerox how well Global has performed.

"How long it stays that way, I don't have a clue," he says. "If they maintain the culture that was established by Tom Johnson, they can do it, but at some point in time the imprint of Xerox is going to fall on that company and I think things can radically change."

On the Ricoh front, Cannata says Ricoh wanted to protect the Ricoh MIF within IKON.

"It's as simple as that," he says. "Of course everybody said they overpaid, that's easy to say. I think the way Ricoh looked at it is, it would have been prohibitive to replace that MIF any other way. But I will say it's going to take them a long time to reap the benefit from it."

The problem as Cannata sees it is when you have a big company and it acquires another company, there's strong management in place that can absorb what you've acquired and give it direction and give it shape.

"This is my observation from outside, but it just looks like Ricoh didn't have that kind of leadership in place that could do that. Basically they turned the operation over to IKON, so in this case it became the acquired taking over the acquirer, at least in North America. I don't know how that's going to work long term. Short term benefit is Ricoh got what they wanted."
By most accounts the Danka acquisition seems to have gone smoothly. Some credit Rick Taylor who had been through a number of acquisitions while at the helm of Toshiba, but Cannata points out the Danka acquisition was in the works before Taylor arrived at Konica Minolta.

"Danka was a very weak company financially so I don't know what they really got," says Cannata. "When you have a company that is struggling and cash poor for so long, they can't make the investments to keep the business growing and to provide the best possible services to their clients. They may have the product, but what do they have beyond that? Were they able to maintain a core of highly capable professionals to run that business? That I don't know. On that one, I'm on the fence."

Lou Slawetsky, Industry Analysts

Weighing in on the Ricoh IKON acquisition, Lou Slawetsky reports that Ricoh was not necessarily buying distribution points. They had plenty of those through Ricoh Business Solutions (RBS). Rather, they were buying competitive MIF. Although his numbers may not be dead on, he estimates that about 30 percent of the hardware moving through IKON was Ricoh while a good portion of the remaining 70 percent was Canon, which explains the intent to acquire competitive MIF.
"That only works if you can flip the MIF quickly enough and from the reports we had early on it was not happening," says Slawetsky. "The reason for that was the high connectivity rate of the devices installed. You not only have to replace Canon with Ricoh but you have to replace the network operating system that's driving those devices from Canon to Ricoh. That's a much harder sell and people were saying that if it's not broken, I'm not going to fix it."

No doubt a conversion is taking place, but it's going to take some time.

"My opinion was the conversion was not happening as quickly as Ricoh intended it to be happening," says Slawetsky. "Is it happening, yes it's happening; does it give them a bigger footprint, yes, but mostly it gives them a large managed print services business that they can leverage into their current program."

On the Konica Minolta Danka front, Slawetsky offers some anecdotal observations based on conversations with dealers.

"If you talked to their dealers at the time the acquisition occurred about how they felt, they would feed back to us that it was of very little consequence because the Danka locations were not very strong. They had a weak competitor and now most of that got absorbed into a local branch. Most dealers would say they didn't see an impact from that acquisition. If you asked Ricoh dealers, they'd all say yes, my major competitor got bigger. That's a big difference in attitude."

He adds that if you look at the number of Konica Minolta dealers, that number is equal to or greater than before the Danka acquisition. If you look at the numbers of Ricoh dealers, that number is declining. Or, at the very least, dedicated Ricoh dealers are declining.

"I think it went better for Konica," says Slawetsky. "Part of that is the way it was managed and part of that is because Danka did not materially change the management structure of the company. Whereas most of the senior American managers at Ricoh became IKON people, management stayed the same at Konica Minolta. It wasn't as strong a competitor as IKON was so I think the Konica Minolta transition, although it didn't bring as much to the table as IKON, went much smoother."

Scott Cullen is a regular contributor to ENX and has been writing about the office technology channel since 1986

 
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