The encyclopedia · Advertising & PR · Strategic decision · 2007–2012
Microsoft paid $6.3B for aQuantive — five years later it wrote off $6.2B
The 2007 deal was Microsoft's largest ever, a defensive bid at more than double the price Google had just paid. In 2012 the goodwill went: $6.2B in one quarter.
Microsoft · aQuantive · 2012-07
What happened
In 2007, Google was taking online advertising, and Microsoft wanted a rival position. On 13 August 2007 it completed the all-cash acquisition of aQuantive, the largest independent online-ad company, for just over $6.3 billion — its largest acquisition ever, at more than double the price Google had paid for DoubleClick about a month earlier. Former employees told the press the motivation was defensive: keep aQuantive away from other suitors.
Five years later, on 2 July 2012, Microsoft's 8-K announced a non-cash charge of approximately $6.2 billion: an impairment of goodwill in its Online Services Division, 'mostly related to its 2007 aQuantive acquisition.' The filing was blunt about where the goodwill had come from — 'substantially the result of the 2007 acquisition of aQuantive' — and about why it was going: the deal 'did not accelerate growth to the degree anticipated.'
The charge landed in the fourth quarter of fiscal 2012 and turned the quarter red: Microsoft reported a net loss of $492 million, against a $5.9 billion profit in the same quarter a year earlier. Of the $6.3 billion paid for aQuantive, $6.2 billion was written off. The company's statement kept the people and the tools and conceded the rest: the business 'did not perform relative to our projections.'
Why it happened
- The price was defensive: more than double what Google had just paid for DoubleClick, paid partly to keep aQuantive from other suitors. A price set by a bidding war is not set by the asset.
- Goodwill is the part of the price that growth must justify. The division's goodwill was, per the filing, 'substantially the result' of aQuantive — when growth did not arrive, the accounting said so.
- Former executives said Microsoft let aQuantive's ad technology languish while it poured money into search. Atlas, $160M and growing 40% a year when bought, shrank to a fraction of that revenue.
The lesson
A premium price is a claim about the future; the impairment is the verdict. Microsoft paid $6.3B for aQuantive and wrote off $6.2B — the whole deal, minus rounding, conceded in a single quarter.
Aftermath
Microsoft stayed in online advertising, and the former aQuantive executives' verdict traveled further than the press release: maybe the strategic decision should have been search, made earlier, without a six-billion-dollar display company attached. In M&A teaching the case needs no embellishment — the purchase price and the writedown are, to within a rounding error, the same number.
Sources
- SEC EDGAR — Microsoft 8-K, 2 July 2012 (non-cash accounting charge)
- NYT DealBook — Microsoft Takes Write-Down in Failed Digital Ad Foray
- GeekWire — After the writedown: How Microsoft squandered its $6.3B buy of ad giant aQuantive
- Microsoft Corp. — Microsoft Announces Non-Cash Accounting Charge
- The Verge — Microsoft posts net loss of $492 million for Q4 2012 despite record revenue
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