從Rovio申請首次公開募股論時機抉擇的重要性

原文作者:Rob Fahey 譯者:Megan Shieh

通過塑造《憤怒的小鳥》品牌,Rovio一度成爲了智能手機遊戲領域中規模最大的公司;目前該公司計劃進行首次公開募股(IPO),新股總值與5-6年前的估值呈鮮明對比。

任何有資歷的風險資本家/企業投資專家,在談到成功“退場”這一議題時都可能會列出許多的關鍵因素。“退場”指的是一家羽翼未豐的公司通過上市或溢價出售的方式爲其投資者帶來利益。他們可能會談及估值的運作方式、如何評估風險預測、評估企業知識產權的不同方式、以及該公司所擁有的人才和潛力,等等;除此之外,他們肯定都會談到“時機”。

許多因素都很重要,但如果時機不對,它們的價值就會大打折扣。在像電子遊戲這樣快速移動的領域裏,再好的技術/IP如果錯過了它理應引領的趨勢,就無法達到預期的效果。

Angry Birds Transformers(from insidemobileapps.com)

Angry Birds Transformers(from insidemobileapps.com)

既然要談時機的重要性,就很難不拿Rovio的IPO來做例子。它在NASDAQ(全國證券交易商自動報價系統協會)赫爾辛基(芬蘭首都)分支的募資徘徊在3000萬歐元(3600萬美元)左右,並允許部分股東出售股票套現。很明顯,這與Rovio五年前大肆宣揚的數字相差甚遠。

2011年,Zynga提出以23億美元的價格併購該公司;一年後,Rovio的併購總額被吹捧到了90億美元的天價,前提是IPO必須在幾個月或一年內實施。目前正在計劃的最低報價僅僅是股市的冰山一角,明確標誌着Rovio近年來的轉變。

值得注意的是,能夠將IPO提上日程就證明該公司目前確實做得相當不錯。《憤怒的小鳥》電影在全球票房中表現出色(足以在2019年內推出續集),刺激了衍生商品的銷量,併爲該系列遊戲的收入帶來了強勁的增長。由於《憤怒的小鳥》是該公司唯一的熱門/成功遊戲,所以大家將Rovio看作是“開發了憤怒小鳥的公司”(儘管它希望能在全新的多人遊戲《Battle Bay》上取得成功)。話雖如此,《憤怒的小鳥》橫跨了一系列的媒介和商品,可以看得出Rovio在推動品牌授權業務方面已經輕車熟路了。

保持謙虛態度,將首次公開發行的股票總額定在3600萬美元,對於這麼一家公司而言無疑是正確的選擇。考慮到該公司所擁有的內容,它做得算是相當不錯了。不過如果當初把握準了時機,這家公司將會爲它的投資者和創始人賺取數十億美元。

然而,那些在2011和2012年間想要以天價收購該公司的企業,難道就真的是腦子壞掉了嗎?原意爲了當初的Rovio花那麼多錢?

其實這些估值在某種程度上屬於泡沫經濟——簡單地說,直到人們發現Rovio的盈利規模(似乎)無法超越《憤怒的小鳥》IP之前,它給人的感覺就像是電子遊戲領域的明日之星。除此之外,價值的本質也值得考慮。正如開篇所暗示的那樣,購買一家企業的原因有很多種。一個普通的投資者選擇購買股票主要是因爲他們期望回報;這種回報可能來自一家公司突飛猛進的成功,或是被溢價收購的大公司。

然而當一家公司併購其他公司時,情況就更復雜了。它們可能會併購:潛在的競爭對手,寧願現在整合,也不願在未來爭鋒相對(例如:Facebook收購了Instagram);可以帶入到未來產品裏的技術/科技(就像蘋果公司的大多數祕密併購案一樣);IP(迪士尼就是最好的例子,併購了Lucasfilm, Marvel 和 Pixar);或是產品線(蘋果收購Beats就是屬於這一類);也可能是人才和技術。這最後一種類有時被稱爲acqui- hire——當一家公司收購另一家公司時,不是爲了該企業的產品,而是想要佔有創造了這些產品的團隊。

併購案通常會包含來自上述列表的一些因素。那麼,這與Rovio潛在的數十億估值有什麼關係?分析家們之所以會給Rovio估值90億美元,很可能是因爲他們被巨大的泡沫經濟表象矇住了雙眼——Rovio曾是電子遊戲領域中的佼佼者,並且每個人都知道電子遊戲行業前途無量(事實也是如此);受到分析家慫恿的投資者們,會在我們所有人都意識到“問題”之前,把股票價格擡到令人眩暈的高度。“問題”指的是:Rovio只有《憤怒的小鳥》,而且當初沒有預料到F2P模型的重要性,對遊戲市場的轉變應對不足。

然而,Zynga的出價(23億美元)則是基於完全不同的邏輯。 Zynga並不是真的需要《憤怒的小鳥》,也沒有打算爲這個IP付出數十億的代價。2011年間,Zynga是Facebook社交遊戲開發商中的佼佼者,同時也是F2P商業模式的先驅之一,但在移動領域卻名不見經傳。當時它的核心領域是網頁遊戲,尚且未能把這些專業知識和受衆移植到智能手機上的技術和策略。Zynga被遠遠地甩在了後面,而它自己也很清楚;因此它提出收購Rovio並不是爲了獲得《憤怒的小鳥》,而是想要將創造了世界上最成功手遊的工作室收入囊中。簡而言之,Zynga想要的是‘研發併發佈一個超熱門移動遊戲的經驗’,這在2011年的時候十分稀有,可以說是無價之寶。

Rovio目前是一個非常有能力的公司,而它也得到了恰當的重視。不過Rovio五年前擁有的價值只會轉瞬即逝——僅僅是在智能手機上推出一款熱門遊戲的專業知識。對於合適的出價者而言,這些知識和經驗確實價值數十億。但在今天,它幾乎毫無價值,雖說Rovio靠着《憤怒的小鳥》在全球範圍內賺了不少錢,但怎麼說都比不上數十億美元的收購。

除了在高峯時期銷售,在低谷中買進之外,一家公司必須認識到自己擁有的實際價值,這些價值的受衆,以及價值存在的窗口。 Rovio在這點上做錯了——也許是因爲過度自信,也許是錯誤地評估了市場方向,但至少他們能夠渡過難關,得到第二次機會。大多數的公司不會有這樣的二次機會。未能對公司的價值進行誠實和深入的評估,這是一個代價高昂的錯誤;而機不可失,失不再來。

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Talk to any good venture capitalist or expert in company investments, and they’ll likely list many of the same factors as being vital for a successful “exit” – the point when a fledgling company brings home the bacon for its investors either through a stock market flotation or a high-value sale to a larger player. They’ll talk about how valuations work, about learning to assess risk profiles, about the different ways of valuing a company’s IP, its talent and its potential; but they’ll all, at some point, definitely talk about timing.

Lots of factors are important, but without the right timing, they don’t count for much. That goes doubly in a rapid-moving sector like videogames, where the best technology or IP can fall flat if it misses the trend it ought rightly to have led.

It’s hard not to look at Rovio’s plans for its IPO, revealed this week, and think about the importance of timing. The company’s intentions are modest; it will float around €30m ($36m) worth of new shares on the Helsinki branch of the NASDAQ. The total valuation this would give the company isn’t clear, but it’s obviously a long way from the kind of numbers touted around Rovio as little as five years ago.

Back in 2011, Zynga offered to buy the firm for $2.3 billion; a year later, numbers as high as $9 billion were being touted for an IPO expected to be happening within a matter of months, perhaps a year at most. The minimal offering now being planned, little more than a toe in the waters of the stock market, shows just how much has changed for Rovio.

It’s worth pointing out, of course, that the fact that this IPO is happening at all is a sign that the company is actually doing pretty well at the moment. The Angry Birds movie acquitted itself solidly at the global box office – enough to put a sequel on the slate for 2019 – and in turn drove solid growth in sales of Angry Birds merchandise and revenues for the Angry Birds games. The company has not, in other words, learned how to be anything other than The Angry Birds Company (though it’s hoping for success with its new, commendably featherless, multiplayer title Battle Bay) – rather, it has learned how to be better at being The Angry Birds Company, executing effectively on its sole successful IP across a range of media and merchandise.

A modest IPO with an initial offering of shares in the tens of millions is about right for the company described above; a firm with a single strong IP that it’s learned to exploit effectively across movies, mobile games and merchandise. The company is doing well with what it has. But still; with better timing, this is a company that would have earned billions for its investors and founders. Was that just passing madness? Were those 2011 and 2012 valuations just terrible business sense on the part of those so keen to part with their cash for a slice of Rovio back then?
To some degree, certainly, there was an element of a bubble involved in those valuations – and the simple narrative, that Rovio looked like the next big thing until it turned out that it didn’t know how to bottle the lightning that struck Angry Birds, holds a degree of truth. Alongside that, though, it’s worth thinking a little bit about the nature of value. As hinted at in the opening paragraph, there are a lot of reasons for buying a company. An ordinary investor buys shares because they expect a return (there are other reasons, some complex, emotional and not readily analysed by a focus on economic incentives, but it’s primarily about return); that return may come from the company being a soaraway success, or from the company being so desirable to another, larger company that it is acquired at a premium.

When companies buy other companies, though, the picture is more complex. They might be buying a potential competitor they’d rather integrate than face off against (think of Facebook buying Instagram, for example). They could be acquiring technology they think will fuel their own future products (as is the case with most of Apple’s quiet acquisitions). They could be buying IP (Disney is the king of this, buying Lucasfilm, Marvel and Pixar), or they could be buying a product line (Apple buying Beats comes under this category), or they could be buying talent and know-how. This last category is sometimes called an acqui-hire, when a company purchases another not because they want their products (the product is often shut down – this happens to successful small software firms all the time, to the utter exasperation of their users) but because they want the team who created them.

Usually, an acquisition will include a few elements from that list in its reasoning process. So how does that relate to Rovio’s potential multi-billion valuations? Well, the stock market figures from analysts, who reckoned as high as $9 billion, was probably simple madness riding on the outer skin of a very big and volatile bubble. Rovio was the biggest name in mobile games, and everyone knew mobile games were going to be huge (as indeed they have become); investors, urged on by analysts, would have driven up the stock price to dizzying heights before the problem that we’re now all aware of came to light, namely that Rovio only really had one mobile game, and that it hadn’t anticipated the importance of the F2P model.

Only a couple of years after that hypothetical IPO, Rovio would have been in a disastrous situation – Angry Birds was at its lowest ebb, no other IPs were picking up the slack, the F2P model had left them in the dust as competitors like King and Supercell had soared past them. Unlike the real world, where all of that happened but the company was able to plod onwards, regroup and achieve some modicum of success, our hypothetical multi-billion-dollar IPO Rovio would have lost billions in shareholder value, and it’s unlikely any of the senior team would have survived the ensuing revolt. (Though, of course, they’d all have been stonkingly rich, so don’t shed too many tears for their hypothetical woes.)

Zynga’s offer of $2.3 billion, however, was based on an entirely different logic. Zynga didn’t really need Angry Birds, and wasn’t really prepared to pay billions for it. In 2011, Zynga was the most successful player in the Facebook game space, and one of the leading pioneers of F2P business models – but on mobile, it was nowhere. Its domain was browser games, and it simply hadn’t adopted the technologies and strategies required to move that expertise and audience onto smartphones. Zynga was being left behind and it knew it; it offered to buy Rovio not in order to own Angry Birds, but in order to own the studio that had created the world’s most successful mobile game. In short, Zynga wanted to buy something which back in 2011 was almost impossibly valuable, precisely because it was so rare – experience of creating and launching a hit mobile game.

That’s why timing is so crucial; not just because risks and rewards rise and fall over time, but because the very thing which makes a company valuable can change over time. Today, Rovio is a very competent company with a single good IP, and valued appropriately as such. Five years ago, though, Rovio owned something that could only ever be fleeting – just about the only expertise on the planet in launching a hit game on smartphones. That knowledge and experience, to the right bidder, was quite genuinely worth billions (and it’s interesting to wonder what the mobile game space might look like today had Zynga and Rovio actually been able to marry their respective know-how in an effective way); today, it’s almost worthless, with the tale of how Rovio made a global hit out of Angry Birds being worth a minor book deal at best, not a multi-billion dollar acquisition.

That’s the core of why timing is everything. It’s not just about selling at the peak and buying in the troughs; it’s about recognising what it is that a company actually owns that’s valuable, to whom, and what the window for the existence of that value might be. Rovio got this wrong – perhaps through overconfidence, or simply a mistaken assessment of the market’s direction – but at least they were able to weather the storm and are getting a second chance. Most companies don’t. Failing to make an honest and deep assessment of where a company’s value lies is a costly mistake which generally has no do-overs. (Source: gamesindustry.biz