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	<title>Comments on: Anatomy Of A Failed Merger</title>
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	<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/</link>
	<description>Startup and Technology News</description>
	<pubDate>Fri, 25 Jul 2008 06:39:06 +0000</pubDate>
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		<title>By: JCurve Chronicles by Chris McAleenan &#187; happytohelp@dropsend.com</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-659485</link>
		<dc:creator>JCurve Chronicles by Chris McAleenan &#187; happytohelp@dropsend.com</dc:creator>
		<pubDate>Thu, 04 Jan 2007 16:55:08 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-659485</guid>
		<description>[...] An aside: DropSend is for sale, and the founder is blogging about the process here.    posted in: Miscellaneous &#124; add to del.ici.us &#124; Digg This! [...]</description>
		<content:encoded><![CDATA[<p>[...] An aside: DropSend is for sale, and the founder is blogging about the process here.    posted in: Miscellaneous | add to del.ici.us | Digg This! [...]</p>
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		<title>By: Selling DropSend &#187; eightpence - Phil Crosby</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-656640</link>
		<dc:creator>Selling DropSend &#187; eightpence - Phil Crosby</dc:creator>
		<pubDate>Thu, 04 Jan 2007 06:31:58 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-656640</guid>
		<description>[...] Anyway Ryan has announced he&#8217;s selling DropSend, and will blog about the experience. Cool. He&#8217;s recently posted about dicussions with YouSendIt which fell through (more comments about it on TechCrunch). [...]</description>
		<content:encoded><![CDATA[<p>[...] Anyway Ryan has announced he&#8217;s selling DropSend, and will blog about the experience. Cool. He&#8217;s recently posted about dicussions with YouSendIt which fell through (more comments about it on TechCrunch). [...]</p>
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		<title>By: Noel McKinney</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-656065</link>
		<dc:creator>Noel McKinney</dc:creator>
		<pubDate>Thu, 04 Jan 2007 04:31:28 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-656065</guid>
		<description>Most of the bases have been covered in the above comments. In fact, throughout Carson's blogging of DropSend's sale, readers' comments have been of the most interest to me. However, let me add something to think about regarding buyers. A comment above says, "Besides, Yousendit ended up not buying it, so big deal." Perhaps it could be a big deal for a company if information about acquisition interests gets out. For example, if a competitor learns that you considered buying a company, they might know something new about your operations or strategy... that you are weak in a particular area, entering a new industry, expanding product lines, vertical integration, etc. Furthermore, that an acquisition was considered but not completed could be even more damaging because it might reveal vulnerabilities to a competitor.</description>
		<content:encoded><![CDATA[<p>Most of the bases have been covered in the above comments. In fact, throughout Carson&#8217;s blogging of DropSend&#8217;s sale, readers&#8217; comments have been of the most interest to me. However, let me add something to think about regarding buyers. A comment above says, &#8220;Besides, Yousendit ended up not buying it, so big deal.&#8221; Perhaps it could be a big deal for a company if information about acquisition interests gets out. For example, if a competitor learns that you considered buying a company, they might know something new about your operations or strategy&#8230; that you are weak in a particular area, entering a new industry, expanding product lines, vertical integration, etc. Furthermore, that an acquisition was considered but not completed could be even more damaging because it might reveal vulnerabilities to a competitor.</p>
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		<title>By: David</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-655969</link>
		<dc:creator>David</dc:creator>
		<pubDate>Thu, 04 Jan 2007 04:05:26 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-655969</guid>
		<description>No, just the product and customers.</description>
		<content:encoded><![CDATA[<p>No, just the product and customers.</p>
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		<title>By: salvj</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-655376</link>
		<dc:creator>salvj</dc:creator>
		<pubDate>Thu, 04 Jan 2007 02:04:31 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-655376</guid>
		<description>Does this price include any team members? If so, I think 1M may be low, and he may be talking to the wrong people (no offense David). If not, then the price is pretty high but not unjustifiable to an interested party. That may be the problem though, who really needs a simple (but well executed) file sending app?

Blogging about the deal seems dumb. He comes off as naive (although it certainly has generated some good conversation) and it's obvious he's not talking to anyone really interesting. You can see the same thing with inexperienced CEOs blogging about "all of the unsolicited VC interest". Yeah right, if you have VC interest you get a term sheet or stay quite, you don't slap it on your blog.</description>
		<content:encoded><![CDATA[<p>Does this price include any team members? If so, I think 1M may be low, and he may be talking to the wrong people (no offense David). If not, then the price is pretty high but not unjustifiable to an interested party. That may be the problem though, who really needs a simple (but well executed) file sending app?</p>
<p>Blogging about the deal seems dumb. He comes off as naive (although it certainly has generated some good conversation) and it&#8217;s obvious he&#8217;s not talking to anyone really interesting. You can see the same thing with inexperienced CEOs blogging about &#8220;all of the unsolicited VC interest&#8221;. Yeah right, if you have VC interest you get a term sheet or stay quite, you don&#8217;t slap it on your blog.</p>
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		<title>By: David</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-655281</link>
		<dc:creator>David</dc:creator>
		<pubDate>Thu, 04 Jan 2007 01:45:18 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-655281</guid>
		<description>Has anyone noticed the obvious (and the reason I didn't continue with Ryan)??

DropSend isn't worth the asking price. Period. 

If it was (or if it was a good deal) don't you think someone would have bought it? 

Ryan had (has) a saled problem, and it's common with ISV's like his. 

His sales are small, but growing. But his product has no secret sauce - no patent pending technology, no sizzle. It's easy to replicate - and by easy, I mean CHEAP. 

So, the question becomes, "Do you buy, or build?"

With his sales so low, getting to his current (back then - heck, even now) sales numbers would be trivial at best. So, why pay? What if you stuck a million bucks into your copy project? Say you budgeted $30k to develop the app, get some hosting, etc. and then left $200k for marketing for a 6 month period (which I think is a heck of a lot more than Ryan is spending ... probably $199,999 more actually) and then pocketed the rest. See the problem?

Sure, buying Dropsend gets you up and running NOW, but since he put it up for sale, had you started a copy project of DropSend, I'd bet you would be up and running now. right? (Ryan, how long did it take you to develop DeopSend?)

So, back to the sales problem. Ryan put the price at $1 million, and there were a few sniffers, myself included. My thought process was that this was an asking price and he would negotiate down to a realistic price. He indicated that this wasn't the case and since he had more than one person interested in DropSend, he rationalized that the asking price was spot on. 

I think I even said to Ryan that he should just milk it for all its worth and he'd probably get WAY more than the asking price in terms of ongoing cash flow. 

We're in a similar situation with one of our hosted email products, and while I'd like to sell it, I can't  imagine anyone buying it for a price that would be worth my time to sell for. So, we milk the cow. And we smile. ;-)

So, we have the combination of an easily replicated product, low (but growing) sales and a high asking price combined with a seller who talked WAY TOO MUCH to potential buyers and didn't realize what was really going on around him. No harm there - since what did it really cost him? He didn't sell DropSend, but he's still got the cashflow/profits and I think/hope he's learned a lesson here. 

David</description>
		<content:encoded><![CDATA[<p>Has anyone noticed the obvious (and the reason I didn&#8217;t continue with Ryan)??</p>
<p>DropSend isn&#8217;t worth the asking price. Period. </p>
<p>If it was (or if it was a good deal) don&#8217;t you think someone would have bought it? </p>
<p>Ryan had (has) a saled problem, and it&#8217;s common with ISV&#8217;s like his. </p>
<p>His sales are small, but growing. But his product has no secret sauce - no patent pending technology, no sizzle. It&#8217;s easy to replicate - and by easy, I mean CHEAP. </p>
<p>So, the question becomes, &#8220;Do you buy, or build?&#8221;</p>
<p>With his sales so low, getting to his current (back then - heck, even now) sales numbers would be trivial at best. So, why pay? What if you stuck a million bucks into your copy project? Say you budgeted $30k to develop the app, get some hosting, etc. and then left $200k for marketing for a 6 month period (which I think is a heck of a lot more than Ryan is spending &#8230; probably $199,999 more actually) and then pocketed the rest. See the problem?</p>
<p>Sure, buying Dropsend gets you up and running NOW, but since he put it up for sale, had you started a copy project of DropSend, I&#8217;d bet you would be up and running now. right? (Ryan, how long did it take you to develop DeopSend?)</p>
<p>So, back to the sales problem. Ryan put the price at $1 million, and there were a few sniffers, myself included. My thought process was that this was an asking price and he would negotiate down to a realistic price. He indicated that this wasn&#8217;t the case and since he had more than one person interested in DropSend, he rationalized that the asking price was spot on. </p>
<p>I think I even said to Ryan that he should just milk it for all its worth and he&#8217;d probably get WAY more than the asking price in terms of ongoing cash flow. </p>
<p>We&#8217;re in a similar situation with one of our hosted email products, and while I&#8217;d like to sell it, I can&#8217;t  imagine anyone buying it for a price that would be worth my time to sell for. So, we milk the cow. And we smile. <img src='http://www.techcrunch.com/wp-includes/images/smilies/icon_wink.gif' alt=';-)' class='wp-smiley' /> </p>
<p>So, we have the combination of an easily replicated product, low (but growing) sales and a high asking price combined with a seller who talked WAY TOO MUCH to potential buyers and didn&#8217;t realize what was really going on around him. No harm there - since what did it really cost him? He didn&#8217;t sell DropSend, but he&#8217;s still got the cashflow/profits and I think/hope he&#8217;s learned a lesson here. </p>
<p>David</p>
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		<title>By: ABCota</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-654835</link>
		<dc:creator>ABCota</dc:creator>
		<pubDate>Thu, 04 Jan 2007 00:27:36 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-654835</guid>
		<description>@21. Thanks!  I'll peruse that. My point was, I really didn't see much of an "anatomy" in Carson's blog post.</description>
		<content:encoded><![CDATA[<p>@21. Thanks!  I&#8217;ll peruse that. My point was, I really didn&#8217;t see much of an &#8220;anatomy&#8221; in Carson&#8217;s blog post.</p>
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		<title>By: Jason</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-654067</link>
		<dc:creator>Jason</dc:creator>
		<pubDate>Wed, 03 Jan 2007 21:44:49 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-654067</guid>
		<description>#21, he answered most those questions on his old blog, barenakedapp.com. You can find it is making money and they just want to invest more time into their new online application.</description>
		<content:encoded><![CDATA[<p>#21, he answered most those questions on his old blog, barenakedapp.com. You can find it is making money and they just want to invest more time into their new online application.</p>
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		<title>By: lemon obrien</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653934</link>
		<dc:creator>lemon obrien</dc:creator>
		<pubDate>Wed, 03 Jan 2007 21:09:25 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653934</guid>
		<description>DropSend is a better name. It will win. YouSendIt wasn't serious and playing games.</description>
		<content:encoded><![CDATA[<p>DropSend is a better name. It will win. YouSendIt wasn&#8217;t serious and playing games.</p>
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		<title>By: ABCota</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653803</link>
		<dc:creator>ABCota</dc:creator>
		<pubDate>Wed, 03 Jan 2007 20:31:49 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653803</guid>
		<description>I'm not see much of a story or insight in Carson's post. So, he has a company that he want to sell ...for whatever reason; he didnt' say. Is the company not making money?  If not, why not?. Would have been nice to know why he wanted to sell.  So, he has a hallway conversation with an employee of a company that is a potential buyer, but his employee didn't have the authority to make the buy, no buy decision. But, Carson gets excited because he thinks they have an agreed upon asking price. 

The person that did have the authority to make the buy/no buy decision didn't see a product compelling enough to pay $1MM for.  

I'm sorry. not seeing much insight here at all. I see a guy that didn't do his homework and didn't ask the right questions before thinking he had a deal. I guess that is some type of takeaway. But I would hope even a  Bryman School graduate would have that much common sense before assuming anything.</description>
		<content:encoded><![CDATA[<p>I&#8217;m not see much of a story or insight in Carson&#8217;s post. So, he has a company that he want to sell &#8230;for whatever reason; he didnt&#8217; say. Is the company not making money?  If not, why not?. Would have been nice to know why he wanted to sell.  So, he has a hallway conversation with an employee of a company that is a potential buyer, but his employee didn&#8217;t have the authority to make the buy, no buy decision. But, Carson gets excited because he thinks they have an agreed upon asking price. </p>
<p>The person that did have the authority to make the buy/no buy decision didn&#8217;t see a product compelling enough to pay $1MM for.  </p>
<p>I&#8217;m sorry. not seeing much insight here at all. I see a guy that didn&#8217;t do his homework and didn&#8217;t ask the right questions before thinking he had a deal. I guess that is some type of takeaway. But I would hope even a  Bryman School graduate would have that much common sense before assuming anything.</p>
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		<title>By: Allen Stern</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653699</link>
		<dc:creator>Allen Stern</dc:creator>
		<pubDate>Wed, 03 Jan 2007 20:01:23 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653699</guid>
		<description>I posted about this back in November (click my name) and my thoughts were based on my former occupation: a public accountant. I worked on many M&#38;A deals and know that in Corporate "America", typically you want things to be sealed.

My belief is that it is important to remember that a potential buyer may not want stats and so forth in the public eye. But they lose that ability when the seller puts it all out there.

That said, I think Ryan is one of the most trusted and well respected people out there and I am sure whomever buys it will have made a good purchase. I enjoy Ryan's posts and sure wish I could get my schedule as tight as his!

I think the real key to his posts is in the education for the readers. That education is worth a lot overall for others trying to sell their web apps in the future.

Ryan is also one of the bloggers I have competing in BloggerMania:
http://www.centernetworks.com/bloggermania-i-first-round-matches-announced</description>
		<content:encoded><![CDATA[<p>I posted about this back in November (click my name) and my thoughts were based on my former occupation: a public accountant. I worked on many M&amp;A deals and know that in Corporate &#8220;America&#8221;, typically you want things to be sealed.</p>
<p>My belief is that it is important to remember that a potential buyer may not want stats and so forth in the public eye. But they lose that ability when the seller puts it all out there.</p>
<p>That said, I think Ryan is one of the most trusted and well respected people out there and I am sure whomever buys it will have made a good purchase. I enjoy Ryan&#8217;s posts and sure wish I could get my schedule as tight as his!</p>
<p>I think the real key to his posts is in the education for the readers. That education is worth a lot overall for others trying to sell their web apps in the future.</p>
<p>Ryan is also one of the bloggers I have competing in BloggerMania:<br />
<a href="http://www.centernetworks.com/bloggermania-i-first-round-matches-announced" rel="nofollow">http://www.centernetworks.com/.....-announced</a></p>
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		<title>By: satin stain</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653629</link>
		<dc:creator>satin stain</dc:creator>
		<pubDate>Wed, 03 Jan 2007 19:37:48 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653629</guid>
		<description>oops, apologies to Carson, not for calling him an onanist, but for being blind to the quotations in his response to David.

Still, discussing money in public is pretty vulgar and akin to tossing off in public places ;-)</description>
		<content:encoded><![CDATA[<p>oops, apologies to Carson, not for calling him an onanist, but for being blind to the quotations in his response to David.</p>
<p>Still, discussing money in public is pretty vulgar and akin to tossing off in public places <img src='http://www.techcrunch.com/wp-includes/images/smilies/icon_wink.gif' alt=';-)' class='wp-smiley' /></p>
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		<title>By: satin stain</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653607</link>
		<dc:creator>satin stain</dc:creator>
		<pubDate>Wed, 03 Jan 2007 19:31:39 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653607</guid>
		<description>David, I love Carson's response (post 14): $1million - are you still interested? He's even working you (and others) in his response. You gotta hand it to him, he's a genius.

He goes about his business like one of those people who expose themselves in public places. There's an old Hebrew word for him: onanist.</description>
		<content:encoded><![CDATA[<p>David, I love Carson&#8217;s response (post 14): $1million - are you still interested? He&#8217;s even working you (and others) in his response. You gotta hand it to him, he&#8217;s a genius.</p>
<p>He goes about his business like one of those people who expose themselves in public places. There&#8217;s an old Hebrew word for him: onanist.</p>
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		<title>By: David Wolf</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653285</link>
		<dc:creator>David Wolf</dc:creator>
		<pubDate>Wed, 03 Jan 2007 17:57:50 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653285</guid>
		<description>When we run an M&#38;A process we usually expect to see metrics something like the following:

Long list of potential acquirers: 200-250 
Short list of qualified acquirers: 70-100 
Initial discussions and signed confidentiality agreements: 30-50 
Indications of interest/offer with an acceptable valuation: 3-5 

So the fact that Ryan was 0 for 1 (or maybe 0 for 3 - I couldn't follow how many interested parties he talked to) with a company that didn't get much past an initial exploration shouldn't be that surprising.</description>
		<content:encoded><![CDATA[<p>When we run an M&amp;A process we usually expect to see metrics something like the following:</p>
<p>Long list of potential acquirers: 200-250<br />
Short list of qualified acquirers: 70-100<br />
Initial discussions and signed confidentiality agreements: 30-50<br />
Indications of interest/offer with an acceptable valuation: 3-5 </p>
<p>So the fact that Ryan was 0 for 1 (or maybe 0 for 3 - I couldn&#8217;t follow how many interested parties he talked to) with a company that didn&#8217;t get much past an initial exploration shouldn&#8217;t be that surprising.</p>
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		<title>By: Stu Jameson</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653180</link>
		<dc:creator>Stu Jameson</dc:creator>
		<pubDate>Wed, 03 Jan 2007 17:35:07 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653180</guid>
		<description>The DropSend updates have dried up recently. It's appearing that the whole sale has been a failure and not just with YouSentIt.</description>
		<content:encoded><![CDATA[<p>The DropSend updates have dried up recently. It&#8217;s appearing that the whole sale has been a failure and not just with YouSentIt.</p>
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		<title>By: Carsonified! &#187; Blog Archive &#187; DropSend on TechCrunch again</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653071</link>
		<dc:creator>Carsonified! &#187; Blog Archive &#187; DropSend on TechCrunch again</dc:creator>
		<pubDate>Wed, 03 Jan 2007 17:08:16 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-653071</guid>
		<description>[...] I was browsing TechCrunch today and was surprised to see an article about DropSend (one of our web apps) called &#8220;Anatomy of a Failed Merger&#8220;. It&#8217;s about my writeup of the failed DropSend-YouSendIt acquisition. [...]</description>
		<content:encoded><![CDATA[<p>[...] I was browsing TechCrunch today and was surprised to see an article about DropSend (one of our web apps) called &#8220;Anatomy of a Failed Merger&#8220;. It&#8217;s about my writeup of the failed DropSend-YouSendIt acquisition. [...]</p>
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		<title>By: Scott Brooks</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652929</link>
		<dc:creator>Scott Brooks</dc:creator>
		<pubDate>Wed, 03 Jan 2007 16:26:32 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652929</guid>
		<description>I admire Carson's ability to share some intimate details about the deal. As an entrepreneur in the web space I have read his posts on his business with great interest.  It is an interesting statement on the new mindset that comes with some of the startups that are in the web2 space. Share for the sake of sharing. 

I think that the motivation is completely admirable and honest. 

But what concerns me about the general trend to talk about things openly ...is talking before there is a deal. (Carson is a look back at what happened) I have noticed this in a couple of instances. I am not sure if it is inadvertent or planned but it has ruined a few deals. 

If a company is in talks with a large company for a take over .... the last place either party should read about it is in techcrunch. There seems to be a notion that if some one has shown interest in you then there must be others that should be interested and if there is a bidding war it is better. Sure sounds great in theory ....to the shareholders. But that doesn't sit well with the company looking to buy your company. 

I can't help but think about the rumours of a bubbleshare / myspace deal .....much rumored but in the end it ended up as a post on techcrunch aptly named "BubbleShare, Counting Unhatched Chickens"

So thanks to Carson for letting me into the anatomy of a deal that never was ....

Great insight. 

cheers 
scott</description>
		<content:encoded><![CDATA[<p>I admire Carson&#8217;s ability to share some intimate details about the deal. As an entrepreneur in the web space I have read his posts on his business with great interest.  It is an interesting statement on the new mindset that comes with some of the startups that are in the web2 space. Share for the sake of sharing. </p>
<p>I think that the motivation is completely admirable and honest. </p>
<p>But what concerns me about the general trend to talk about things openly &#8230;is talking before there is a deal. (Carson is a look back at what happened) I have noticed this in a couple of instances. I am not sure if it is inadvertent or planned but it has ruined a few deals. </p>
<p>If a company is in talks with a large company for a take over &#8230;. the last place either party should read about it is in techcrunch. There seems to be a notion that if some one has shown interest in you then there must be others that should be interested and if there is a bidding war it is better. Sure sounds great in theory &#8230;.to the shareholders. But that doesn&#8217;t sit well with the company looking to buy your company. </p>
<p>I can&#8217;t help but think about the rumours of a bubbleshare / myspace deal &#8230;..much rumored but in the end it ended up as a post on techcrunch aptly named &#8220;BubbleShare, Counting Unhatched Chickens&#8221;</p>
<p>So thanks to Carson for letting me into the anatomy of a deal that never was &#8230;.</p>
<p>Great insight. </p>
<p>cheers<br />
scott</p>
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		<title>By: Ryan Carson</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652774</link>
		<dc:creator>Ryan Carson</dc:creator>
		<pubDate>Wed, 03 Jan 2007 15:56:01 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652774</guid>
		<description>Let me start by saying this: 

The reason why I wrote &lt;a href="http://www.carsonified.com/misc/dropsend-acquisition-talks-fall-through-with-yousendit" rel="nofollow"&gt;that post&lt;/a&gt; is because I thought it would be very helpful to small companies like us who have never sold a company/product. If you've never tried to sell your web app or company, it's a very scary and confusing process. We wanted to throw some light on the whole process for everyone else.

Also, I emailed their team before I posted it, just to make sure everything was OK and they didn't bother to respond. As I didn't write anything defamatory or reveal any of their vital information, I see nothing wrong with the post I wrote.

Now I'm going to respond to the various comments. Here we go:

&lt;blockquote&gt;Carson may have made an unethical move by writing about this, but the information is very valuable to anybody who wants to know how such deals are made.&lt;/blockquote&gt;

Not sure why my post was unethical at all. I let them know I was going to blog about it (which they didn't bother to respond to). We didn't sign any NDAs so we broke no confidentiality agreements and finally, the deal fell through! So what's the problem with talking about it?

&lt;blockquote&gt;I talked to him about acquiring DropSend, but the manner in which he was working the various interested parties against eachother rubbed us the wrong way.&lt;/blockquote&gt;

Hey David - I'm sorry that it bothered you the way we conducted the negotiations. I don't actually know what you mean by "working the various parties against each other". I simply said "We're in serious talks with two current buyers, at $1M. Are you still interested?"

&lt;blockquote&gt;From what I gathered, he exchanged only a couple of words with the CEO of the company he wanted to buy his business; there was never an offer from the company; and basically one guy in the company was interested.&lt;/blockquote&gt;

Hi Sally. I guess I didn't explain the negotiations with YouSendIt very well. I had one long phone call with the CEO and then another long meeting with him and five other people. It was more than "one guys in the company".

&lt;blockquote&gt;Well an NDA is legal document so maybe it was already broken by the other party&lt;/blockquote&gt;

None of us signed an NDA. That's besides the point though. I would never share sensitive information - NDA or no NDA. I'm not out to hurt YouSendIt at all. I'm simply trying to help small companies like us understand how these negotiations take place.

Take care everybody and happy new year :)</description>
		<content:encoded><![CDATA[<p>Let me start by saying this: </p>
<p>The reason why I wrote <a href="http://www.carsonified.com/misc/dropsend-acquisition-talks-fall-through-with-yousendit" rel="nofollow" onclick="javascript:pageTracker._trackPageview ('/outbound/www.carsonified.com');">that post</a> is because I thought it would be very helpful to small companies like us who have never sold a company/product. If you&#8217;ve never tried to sell your web app or company, it&#8217;s a very scary and confusing process. We wanted to throw some light on the whole process for everyone else.</p>
<p>Also, I emailed their team before I posted it, just to make sure everything was OK and they didn&#8217;t bother to respond. As I didn&#8217;t write anything defamatory or reveal any of their vital information, I see nothing wrong with the post I wrote.</p>
<p>Now I&#8217;m going to respond to the various comments. Here we go:</p>
<blockquote><p>Carson may have made an unethical move by writing about this, but the information is very valuable to anybody who wants to know how such deals are made.</p></blockquote>
<p>Not sure why my post was unethical at all. I let them know I was going to blog about it (which they didn&#8217;t bother to respond to). We didn&#8217;t sign any NDAs so we broke no confidentiality agreements and finally, the deal fell through! So what&#8217;s the problem with talking about it?</p>
<blockquote><p>I talked to him about acquiring DropSend, but the manner in which he was working the various interested parties against eachother rubbed us the wrong way.</p></blockquote>
<p>Hey David - I&#8217;m sorry that it bothered you the way we conducted the negotiations. I don&#8217;t actually know what you mean by &#8220;working the various parties against each other&#8221;. I simply said &#8220;We&#8217;re in serious talks with two current buyers, at $1M. Are you still interested?&#8221;</p>
<blockquote><p>From what I gathered, he exchanged only a couple of words with the CEO of the company he wanted to buy his business; there was never an offer from the company; and basically one guy in the company was interested.</p></blockquote>
<p>Hi Sally. I guess I didn&#8217;t explain the negotiations with YouSendIt very well. I had one long phone call with the CEO and then another long meeting with him and five other people. It was more than &#8220;one guys in the company&#8221;.</p>
<blockquote><p>Well an NDA is legal document so maybe it was already broken by the other party</p></blockquote>
<p>None of us signed an NDA. That&#8217;s besides the point though. I would never share sensitive information - NDA or no NDA. I&#8217;m not out to hurt YouSendIt at all. I&#8217;m simply trying to help small companies like us understand how these negotiations take place.</p>
<p>Take care everybody and happy new year <img src='http://www.techcrunch.com/wp-includes/images/smilies/icon_smile.gif' alt=':)' class='wp-smiley' /></p>
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		<title>By: Fashion Industry Ceo</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652548</link>
		<dc:creator>Fashion Industry Ceo</dc:creator>
		<pubDate>Wed, 03 Jan 2007 15:04:20 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652548</guid>
		<description>wth! is drop send???</description>
		<content:encoded><![CDATA[<p>wth! is drop send???</p>
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		<title>By: Adrian Keys</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652481</link>
		<dc:creator>Adrian Keys</dc:creator>
		<pubDate>Wed, 03 Jan 2007 14:46:51 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652481</guid>
		<description>Well an NDA is legal document so maybe it was already broken by the other party and Carson feels that whatever happened is cover enough for him to disclose deatils...he could not be that stupid!</description>
		<content:encoded><![CDATA[<p>Well an NDA is legal document so maybe it was already broken by the other party and Carson feels that whatever happened is cover enough for him to disclose deatils&#8230;he could not be that stupid!</p>
]]></content:encoded>
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		<title>By: Sally</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652453</link>
		<dc:creator>Sally</dc:creator>
		<pubDate>Wed, 03 Jan 2007 14:38:29 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652453</guid>
		<description>I'd like to find some sort of lesson here, but the only one is that a sub $1m acquisition for a commodity product is really not all that interesting or exciting. From what I gathered, he exchanged only a couple of words with the CEO of the company he wanted to buy his business; there was never an offer from the company; and basically one guy in the company was interested. Not exactly the anatomy of a failed merger, more like one guy's attempt to sell a 'company' for much more then it's worth to people who knew better.</description>
		<content:encoded><![CDATA[<p>I&#8217;d like to find some sort of lesson here, but the only one is that a sub $1m acquisition for a commodity product is really not all that interesting or exciting. From what I gathered, he exchanged only a couple of words with the CEO of the company he wanted to buy his business; there was never an offer from the company; and basically one guy in the company was interested. Not exactly the anatomy of a failed merger, more like one guy&#8217;s attempt to sell a &#8216;company&#8217; for much more then it&#8217;s worth to people who knew better.</p>
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		<title>By: David</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652270</link>
		<dc:creator>David</dc:creator>
		<pubDate>Wed, 03 Jan 2007 13:58:30 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652270</guid>
		<description>I talked to him about acquiring DropSend, but the manner in which he was working the various interested parties against eachother rubbed us the wrong way. Mostly because he was using that to justify his asking price for a produce/service that was a "low hanging fruit" in terms of building something that could be where he was at the time in short order.  I think he missed the lesson here for himself - and perhaps a different "sales" tactic would have returned better results.

I can't speak for how he handled conversations with other parties, but I'd suspect that he was the same to everyone else as he was to us. 

Actually, I think he would have been better off to put it on ebay rather than handle it the way that he did.</description>
		<content:encoded><![CDATA[<p>I talked to him about acquiring DropSend, but the manner in which he was working the various interested parties against eachother rubbed us the wrong way. Mostly because he was using that to justify his asking price for a produce/service that was a &#8220;low hanging fruit&#8221; in terms of building something that could be where he was at the time in short order.  I think he missed the lesson here for himself - and perhaps a different &#8220;sales&#8221; tactic would have returned better results.</p>
<p>I can&#8217;t speak for how he handled conversations with other parties, but I&#8217;d suspect that he was the same to everyone else as he was to us. </p>
<p>Actually, I think he would have been better off to put it on ebay rather than handle it the way that he did.</p>
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		<title>By: Eric Ni</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652170</link>
		<dc:creator>Eric Ni</dc:creator>
		<pubDate>Wed, 03 Jan 2007 13:34:11 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-652170</guid>
		<description>This is a question of integrity rather than ethics.  I'd rather give him benefit of doubt.  Besides, Yousendit ended up not buying it, so big deal.  Anything goes.  It'd be like being rejected by a potential investor and not being able to tell anyone about the rejection.  Sounds ridiculous.</description>
		<content:encoded><![CDATA[<p>This is a question of integrity rather than ethics.  I&#8217;d rather give him benefit of doubt.  Besides, Yousendit ended up not buying it, so big deal.  Anything goes.  It&#8217;d be like being rejected by a potential investor and not being able to tell anyone about the rejection.  Sounds ridiculous.</p>
]]></content:encoded>
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		<title>By: Austin Tayshus</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-651470</link>
		<dc:creator>Austin Tayshus</dc:creator>
		<pubDate>Wed, 03 Jan 2007 10:56:58 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-651470</guid>
		<description>Let's assume many large companies pursue M&#38;A opportunities as both directions for growth AND for corporate espionage (just collecting info).
What's more unethical: conducting negotiations in bad faith or blogging about them?</description>
		<content:encoded><![CDATA[<p>Let&#8217;s assume many large companies pursue M&amp;A opportunities as both directions for growth AND for corporate espionage (just collecting info).<br />
What&#8217;s more unethical: conducting negotiations in bad faith or blogging about them?</p>
]]></content:encoded>
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		<title>By: Michael Arrington</title>
		<link>http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-651371</link>
		<dc:creator>Michael Arrington</dc:creator>
		<pubDate>Wed, 03 Jan 2007 10:31:38 +0000</pubDate>
		<guid isPermaLink="false">http://www.techcrunch.com/2007/01/03/anatomy-of-a-failed-merger/#comment-651371</guid>
		<description>I'm not suggesting it was unethical at all...just highly entertaining.</description>
		<content:encoded><![CDATA[<p>I&#8217;m not suggesting it was unethical at all&#8230;just highly entertaining.</p>
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