The smart leadership lessons from Facebook's WhatsApp acquisition

Facebook is acquiring WhatsApp, a company with at most $300M revenues, and 55 employees, for $19billion.  That's billion - with a "b." An astonishing figure that is second only to HP'sacquisition of market leader Compaq, which had substantial revenues and profits, as tech acquisitions.  $19B is 13 times Facebook's (not WhatsApp's) entire 2013 net income - and almost 2.5 times Facebook's (again, not WhatsApp's) 2013 gross revenues!

On the mere face of it this valuation should make the most dispassionate analyst swoon.  In today's world very established, successful companies sell for far, far lower valuations.  Apple is valued at about 13 times earnings.  Microsoft about 14 times earnings.  Google 33 times.  These are small fractions of the nearly infinite P/E placed on WhatsApp.

But there is a leadership lesson offered here by CEO Zuckerberg's team that is well worth learning.

Irrelevancy can happen remarkably quickly.  True in any industry, but especially in digital technology. Examples: Research-in-Motion/Blackberry.  Motorola.  Dell.  HP all lost relevancy in months and are struggling.  (For those who want non-tech examples think of Circuit City, Best Buy, Sears, JCPenney, Abercrombie and Fitch.)  Each of these companies was an industry leader that lust its luster, most of its customers, a big chunk of its employees and much of its market valuation in months when the company missed a market shift.

Although leadership knew what it had historically done to sell products profitably, in a very short time market trends reduced the value of the company's historical success formula leaving investors, as well as management, wondering how it was going to compete.

Facebook is not immune to changing market trends.  Although it has been the benchmark for social media, it only achieved that goal after annihilating early leader MySpace.  And although Facebook was built by youthful folks, trends away from using laptops and toward mobile devices have challenged the Facebook platform.  Simultaneously, changing communication requirements have altered the use, and impact, of things like images, photos, charts and text.  All of these have the potential impact of slowly (or not so slowly) eroding the value (which is noticably lofty) of Facebook.

Most leaders address these kinds of challenges by launching new products to leverage the trend.  And Facebook did just that.  Facebook not only worked on making the platform more mobile friendly, but developed its own platform apps for photos and texting and all kinds of new features.

But, and this is critical, external companies did a better job.  Two years ago Instagram emerged as a leader in image sharing.  And WhatsApp has developed a superior answer for messaging.

Historically leadership usually said "we need to find a way to beat these new guys." They would make it hard to integrate new solutions with their dominant platform in an effort to block growth. They would spend huge amounts on marketing and branding to try overcoming the emerging leader.  Often they filed intellectual property litigation in an effort to cause short-term business interuption and threaten viability.  They might even try hiring the emerging company's tech leader away to stop development.

All of these actions were efforts to defend & extend the early leader's market position.  Even though the market is shifting, and trends are developing externally from the company, leadership will tend to look inside for an answer.  It will often ignore the trend, disparage the competition, keep promising improvements to its historical products and services and blanket the media with PR as to its stated superiority.

But, as that list (above) of companies that lost relevancy demonstrates, this rarely works.  In a highly interconnected, fast-paced, globally competitive marketplace customers go where they want.  Quickly.  Often leaving the early leader with a management team (and Board of Directors) scratching its head and wondering how it lost so much market position, and value, so quickly.

Hand it to Mr. Zuckerberg's team.  Instead of ignoring trends in its effort to defend & extend its early lead, they reached out and brought the leader to them.  $1B for Instagram was a big investment, especially so close to launching an IPO.  But, it kept Facebook relevant in mobile platforms and imaging.

And making a nosebleed-creating $19B deal for WhatsApp focuses on maintaining relevancy as well.  WhatsApp already processes almost as many messages as the entire telecom industry.  It has 450million users with 70% active daily, which is already 60% the size of Facebook's daily user community (550million.)  By bringing these people into the Facebook corporate family it assures the company of continued relevancy as the market shifts.  It doesn't matter if these are the same people, or different people.  The issue is that it keeps Facebook relevant, rather than losing relevance to a competitor.

How will this all be monetized into $19B?  The second brilliant leadership call by Facebook is to not answer that question.

Facebook didn't know how to monetize its early leadership in users, but management knew it had to find a way.  Now the company has grown from almost no revenues in 2008 to almost $8B in just 5 years.  (Does your company have a plan to add $8B/year of organic revenue growth by 2019?)

So just as Facebook had to find its revenue model (which it is still exploring,) Zuckerberg's team allows the leadership of Instagram and WhatsApp to remain independent, operating in their own White Space, to grow their user base and learn how to monetize what is an extraordinarily large group of happy folks.  When looking to grow in new markets, and you find a team with the skills to understand the trends, it is independence rather than integration that makes the most sense organizationally.

Thirdly, back to that valuation issue.  $19B is a huge amount of money.  Unless you don't really spend $19B.  Facebook has the blessed ability to print its own.  Private money that it can use for such acquisitions.  As long as Facebook has a very high market valuation it can make acquisitions with shares, rather than real money.

In the case of both Instagram and WhatsApp the acquisition is being made in a mix of cash, Facebook stock and restricted Facebook stock for employees.  The latter two of these three items are not real money.  They are simply pieces of paper giving claims to ownership of Facebook, which itself is valued at 22 times 2013 revenue and 116 times 2013 earnings.  The price of those shares are all based on expectations; expectations which now require the performance of Instagram and WhatsApp to make happen.

By making acquisitions with Facebook shares the leadership team is able to link the newly acquired managers to the same overall goals as Facebook, while offering an extremely high price but without actually having to raise any money - or spend all that money.

All companies risk of becoming irrelevant.  New technologies, customer behavior patterns, regulations, inventions and innovations constantly challenge old success formulas.  Most leaders fall into a pattern of trying to defend & extend their old business in the face of market shifts, hastening the fall into irrelevancy.  Or they try to acquire a new business, then integrate it into the old business which strips away the new business value and leads, inevitably, to irrelevancy.

The leaders of Facebook are giving us a lesson in an alternative approach.  (1) Recognize the market shift.  Accept it.  If there is a better solution, rush toward it rather than ignoring it.  (2) Bring it into the company, and leave it independent.  Eschew integration and efforts to find "synergy."  (You never know, in 3 years the company may need to be renamed WhatsApp to reflect a new market paradigm.)  (3) And as long as you can convince investors that you are maintaining your relevancy use your highly valued stock as currency to keep the company moving forward.

These are 3 great lessons for all leadership teams.  And I continue to think Facebook is the one stock to own in 2014.

(Adam hartung is the managing director at Spark Partners.)

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