How Global Banks can make ‘Acquire Hire’ work in Fintech using the Pirate model

Acquire Hire tends to mean:

• The venture raised small amounts of capital (Friends & Family, Angels) but could not do a Series A and so was running out of cash.

• The announcement does not show the amount the acquirer paid. This protects the reputation of the Founders and Investors who claim “Exit” on their track record.

• The Investors usually don’t make a return and may lose money. Early stage investing is a win some/lose some game, so that is OK (as long as the Angel is reasonably diversified).

• The Founders get a pay check and (this is the bit that matters) get to see their vision become reality.

I am now going to attempt to channel John Cleese who had a hilarious sales training video about “how to lose a sale” which is more memorable than all the “how to win a sale” materials.

How to mess up an Acquire Hire deal:

• Lock them in with a 1-2 year earn-out period so that, no matter how much they hate working at your company, they will collect a pay check and watch the clock till 5pm rolls around and then after 1-2 years they will leave taking everything they learned at your company to their next startup.

• Take the passion they have for the product that they built and kill it on the same day that you kill their product. You have now converted the passion that makes engineers want to work crazy hours and think about problem solving whenever they have a spare moment and turn them into just another clock-watching average engineer.

The fundamental mistake is to say:

“We found a great team that built a lousy product”

Of course, nobody says “lousy product”, but actions speak louder than words. If you kill the product, your actions say it is lousy, even if the corporate PR cranks out something about “not fitting our strategic direction”.

Unless you think it is a great product, pass on the deal.

The product has clearly not achieved Product Market Fit (PMF). If it has achieved PMF, VC money will flood in and you can no longer close an Acquire Hire deal. So you have to think the product is potentially great but needs some combination of:

• Time for the puck to catch up. Some products are just ahead of their time. The entrepreneur skated to where the puck was headed but got there before the puck got there. That might sound cool, but it is a venture killer. It usually means they assumed that something external would be in place (e.g. mainstream adoption of global wallets as a precursor to Micropayments). In the meantime, they ran out of cash.

• Regulatory approval. The lean startup model is tougher in Fintech. To launch a Fintech product where money changes hands you need things like regulatory approval and 5 nines reliability. Facebook may use Whatsapp for Payments, but only after Facebook has secured the necessary regulatory approval. Launching a Fintech startup without these will ensure that you do NOT achieve PMF. Launching a Fintech startup with these will ensure that it takes longer and costs more money to launch. The Zuckerberg Faceboook story – a few months of coding and then it catches fire – is inspiring but applies to the social media era and is a mirage when it comes to Fintech.

• Minor UX change. The growth hackers know what it takes to get users to click the button that leads to engagement that finally leads to revenue. If you find a team that is running out of cash/time but says they know exactly what they need to do to get PMF but that just needs a few more months – they could be delusional or they could be right.

Culture is partly driven by deal and organizational structure. You cannot change the culture of the whole bank quickly enough to make the engineers feel buzzed about going to work on Monday morning. If you integrate the Acquire Hire team into your existing culture, you will make all the mistakes listed above in “how to mess up an Acquire Hire deal”. However if you simply buy a stake or buy the whole business and it has no connection to the Bank’s strategic objectives, all you are creating is a VC/PE firm within the Bank. While that VC/PE unit within the Bank may generate good profits, it does not create the needle-moving transformational change. The people running the VC/PE unit compete with pure-play VC/PE firms and eventually they find themselves focused on purely financial returns on a deal, making the Bank’s strategic objectives a minor consideration at best.

So there needs to be a middle ground between jamming a few engineers into the org chart and having them simply view your Bank as a VC.

The new model that can make the Acquire Hire model work needs to learn from what Google did with Android, which was inspired by what Steve Jobs did with the Mac team. I describe this in my post on Bank culture. Steve Jobs – as so often – is the great inspiration with the way he got the Mac product built within Apple by a team that were encouraged to view themselves as “pirates” within the organization. Google took the same approach when they acquired Android; they made sure that Andy Rubin and team wanted to stay at Google to help transform Google for the mobile era.

The Google Android story illustrates 3 key points that will help Banks use Acquire Hire and other acquisitions to create transformational change:

• The mandate has to come from the CEO. This is a cultural shift at the top because CEOs and Boards are supposed to spend time on big deals that make a difference to the next few quarters. Spending time on a deal that might be only valued at a few $ million and that could take many years to move the revenue needle, is not normal.

• Being early is OK if you spend very little. This is the “sandbox” era when the job is simply to get a great team, align them to a big blue ocean market opportunity and then get out of the way. This is pre PMF. The Google acquisition of Android in 2005 for $50m was Pre PMF.

• Be prepared to spend a lot Post PMF. This is when as Peter Vander Auwera of SWIFT Innotribe so eloquently puts it – it is time to get innovation out of the sandbox. Google made many more acquisitions in mobile. Many were traditional M&A deals for acquiring current revenue and profit. Others were bolt on deals. However, all of this was possible because of a clear strategic vision very early of “where the puck is headed”, plus an entrepreneurial team that was focused on the big objective. In simple terms:

• Pre PMF = Cheap and in the Sandbox (protect the fragile innovation)

• Post PMF = Expensive and Grown Up (get out into the real world and conquer it).

The key structural issue is how to operate Post PMF. Google in 2005 was still able to motivate Acquire Hire teams with Google stock options. Banks cannot easily do that today, because a) the amount of stock options that engineers can get in a bank are limited and b) the chance of a 10x upside in the Bank stock is unlikely (but the normal expectation, however delusional, in a startup).

The way to get around this is to take the acquired venture through 3 stages:

• Stage # 1: Pre PMF. This is within the sandbox, but keeping the brand independent. This stage costs very little. The team is encouraged to think like pirates (aka like entrepreneurs) knowing that Stage # 2 is the next milestone.

• Stage # 2: Post PMF. This is when the Bank can bring in outside investors and get the venture out into the real world. The Bank can keep a right of first refusal to enable Stage # 3. That does limit the upside to some degree but a) the risk is reduced for investors so the deal should still be attractive and b) the valuation multiple range is not so wide that one cannot get an independent valuation to set the price.

• Stage # 3: Post IPO scale. This is when the Bank can bring it back in-house to get to Bank Scale. Post IPO scale is typically $100m plus revenue. The Bank wants to get this to $1 billion plus revenue to move the needle. This is when the Bank can start to deploy other assets such as brand, cross-selling and capital because the venture is already mature enough for this kind of commitment.

It is Stage # 2 that is counter-intuitive to Banks. Why sell off a stake in order to only buy it back in at a later date? The Bank does not lack the capital to fund this expansion stage. There are four reasons to do this:

• The best VCs have real expertise in scaling young ventures. Their money is irrelevant at this point. The Bank has money. The Bank does not have a track record to scaling a venture from PMF to $100m plus annual revenues.
• Stop the young venture from being highjacked by an existing division of the Bank. That division may feel threatened or might want to grab the opportunity. This will kill the innovation because “when you have a hammer, everything looks like a nail”.
• The team brought into the Bank in the Acquire Hire deal can now be motivated by what got their juices flowing in the first place. You now have a carrot which is far more effective than stock options in your bank and it does not cost you anything unless they create real value in the market.
• This can also help get over one of the trickiest issues in Acquire Hire deals which is the lack of alignment between Investors and Founders. The Founders do OK in Acquire Hire deals. Investors often lose out. The possibility of bringing investors back in at the Post PMF Stage # 2 offers a way to “sweeten the deal”.

If a venture makes it through all three stages, Banks have innovation that moves the needle. More importantly, the CEO can point to the culture that created this rapid value creation as the culture to be emulated Bank-wide. By this stage the innovation cannot be shot down by naysayers because is neither a) wild, wishful thinking, but real hard revenue growth and b) it is not external disruptive innovation but “our disruption”. In short, this 3 stage process is a way out of the innovator’s dilemma.