UTF-8 Stanford Cisco Expansion 2000

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Research Associates James McJunkin and Todd Reynders prepared this case under the supervision of Professor Garth Salonerand Professor A. Michael Spence as the basis for class discussion rather than to illustrate either effective or ineffective handlingof an administrative situation. The development of this case was managed by Margot Sutherland, Executive Director, Center forElectronic Business and Commerce, Stanford Graduate School of Business.

Copyright 2000 by the Board of Trustees of the Leland Stanford Junior University. All rights reserved. To order copies or request permission to reproduce materials, email the Case Writing Office at: [email protected] or write: Case WritingOffice, Graduate School of Business, Stanford University, Stanford, CA 94305-5015. No part of this publication may bereproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in any form or by any means - electronic,mechanical, photocopying, recording, or otherwise - without the permission of the Stanford Graduate School of Business.

Version: (A) 02/ 25/ 00

G RADUATE SCHOOL OF BUSINESS STANFORD UNIVERSITY

C ASE NUMBER : EC-15F EBRUARY 2000

C ISCO SYSTEMS : A N OVEL APPROACH TOSTRUCTURING E NTREPRENEURIAL VENTURES

Mike Volpi, vice president of business development at Cisco Systems, was in his officein San Jose at Ciscos headquarters on June 27, 1997. He was considering a set of strategicquestions that he had faced many times since joining Cisco s business development group in1994. Volpi s colleagues had recently identified a new networking opportunity in optical routers,

and Volpi wondered how Cisco should pursue the opportunity. Should Cisco develop theproduct internally, or should they pursue external talent that was more familiar with thetechnology and market segment? If the external route was the best strategy to get the rightproduct to market on time, should Cisco build its own external venture or just acquiresomebody outright?

NETWORKING O PPORTUNITY : P IPELINKS

For the previous two years, Cisco had been preaching about the promise of a multi-service network a single network capable of transporting data, voice, and video. Cisco s

service provider customers agreed that network convergence would ultimately improve costeffectiveness and allow them to expand their service offerings. However, most service providerswere saddled with huge investments in their existing circuit-based voice networks. This situationimplied a market need for optical (Sonet/SDH) routers that leveraged the existing infrastructurewhile enabling a transition to multi-service networks: the market needed a product capable of simultaneously transporting circuit-based traffic and routing IP (Internet Protocol) traffic. 1

Discussions with representatives from Cisco s Service Provider Line of Business(SPLOB) indicated that developing optical routers internally was not a viable option. A brief search for potential acquisition targets had failed to identify any attractive companies none of

1 Sonet/SDH (synchronous optical network/synchronous digital hierarchy) is a protocol for data transmission overfiber optic lines.


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Cisco Systems: A Novel Approach to Structuring Entrepreneurial Ventures EC-15 p. 2

the existing players had what Cisco was looking for in terms of people, products, technologicalinnovation, ownership concentration, and location. In a fortunate coincidence, however,entrepreneur Amit Shah had recently approached Cisco with an idea for a Sonet/SDH router thatwas very similar to the product that Cisco envisioned. Shah s company, Pipelinks, was still inthe idea stage so an outright acquisition was not yet appropriate. As Volpi contemplated thissituation, he realized that it exhibited many similarities to a situation he had faced one year

earlier. In that case, Cisco had created a custom, made-to-order company called ArdentCommunications to fill a market void. Plenty of mistakes had been made in structuring theventure, but much had been done right. Volpi dug up the Ardent file and contemplated possiblestrategic and structural improvements that could be made, in the hope that some incarnation of the spin-in model would be an effective way to serve the current market need.

BACKGROUND ON C ISCO SYSTEMS INC .2

Cisco Systems was founded in 1984 by Leonard Bosack and Sandy Lerner, husband and wifecomputer scientists at Stanford University who invented a technology to link their disparatecomputer systems together. Bosack and Lerner developed the first multi-protocol router aspecialized microcomputer that sat between two or more networks and allowed them to talk toeach other by deciphering, translating, and funneling data between them. Cisco s technologyopened up the potential of linking all of the world s disparate computer networks together inmuch the same way as different telephone networks were linked around the world.

Cisco began by competing primarily in the LAN (local-area network) market, offering high-endrouters. The devices were the traffic cops of cyberspace they directed network traffic to itsfinal destination via the most efficient, least congested network path. As the global Internet andcorporate Intranets grew in importance, so too did Cisco. With an early foothold in this rapidlygrowing industry, Cisco quickly became the leader in the data networking equipment market the plumbing of the Internet. By 1997, approximately 80% of the large scale routers thatpowered the Internet were made by Cisco. Although routers, LAN switches, and wide-areanetwork (WAN) switches would remain Cisco s core products, the company expanded itsproduct line to include a broad range of other networking solutions, including Web sitemanagement tools, dial-up and other remote access solutions, Internet appliances, and network management software. Despite the breadth of its product offerings, Cisco held the number one ornumber two position in nearly every market in which it competed. In addition, Cisco sInternetwork Operating System (IOS) software was increasingly becoming t he de facto industrystandard for delivering network services and enabling networked applications. 3

Cisco received its initial funding from the venture capital firm Sequoia capital, who helped torecruit John Morgridge as CEO in 1988. The company went public in February 1990 with a

$222 million market value and never looked back, growing into a multinational corporation withover 10,000 employees in 54 countries. By 1997, revenues had increased over ninety-fold since

2 Excerpts taken from Cisco Systems, Inc. Acquisition Integration for Manufacturing , Case # OIT-26, GraduateSchool of Business Stanford University and Harvard Business School, revised January 1999.3 Cisco s IOS Software was the industry leading internetworking software, like Microsoft Windows for networking.IOS is a platform that delivers network services and enables networked applications. IOS enables interoperabilityconnections between otherwise disparate hardware, and accommodates network growth, change, and newapplications. It also contains security features, including access control, authentication, firewall, and encryption.


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the IPO, from $69.8 million in fiscal 1990 to $6.4 billion in fiscal 1997. (Exhibit 1) In June1997, Cisco s market value totaled $46.3 billion.

Two highly respected CEOs have led the company: John Morgridge, and his successor, JohnChambers. Morgridge helped to shape the Cisco culture from day one, focusing on customersatisfaction, product quality, and frugality. He once gave a legendary presentation on frugality to

the Cisco sales force, after being appalled by reports that salespeople were flying first class onbusiness trips. Equipped with slippers, earplugs, and eye covers, Morgridge displayed how to flycoach and make it seem like first class. John Chambers, who joined Cisco in 1991 andsucceeded Morgridge in January 1995, was well known for his fair but ultra-competitive nature.Chambers, a former IBM and Wang Laboratories marketing and sales veteran, fostered Cisco sstrong customer focus and was credited with continuing Cisco s striking success in thenetworking industry.

Corporate Strategy

Throughout the 1990 s, organizations of all sizes were beginning to recognize the value of theirinformation networks and the Internet as a source of business advantage. As a result, more of Cisco s customers sought end-to-end networking solutions. Building on its expertise in routers,Cisco strove to deliver a wide range of new products, expand their offerings through internal andexternal efforts, enhance customer support, and increase presence around the world.

The main element of Cisco s strategy during this expansion phase was to maintain a passionatecustomer focus and consistently work toward exceeding customer expectations. To deliver onthat goal, Chambers realigned the organization along lines of business specifically targeted to thethree key markets Cisco served: Enterprise, Service Providers, and Small/Medium Business.The new organization enabled Cisco to provide market specific, end-to-end solutions thatincluded integrated software, hardware, and network management. It also allowed Cisco tocustomize its sales, support, and business programs to each market.

One of the keys to the company s success was the Cisco brand, which was recognized as aleading name in networking. Customers associated the Cisco brand with a secure, reliable, high-performance network. Chambers wanted to enhance and expand the brand in the future, andincreased Cisco s marketing efforts to include television, Internet, and print advertising.

The ongoing deregulation of telecommunications and technology convergence were driving thetrend toward integration of voice, video, and data networks. Historically, there had been threeseparate types of networks: phone networks for transmitting voice, computer networks fortransmitting data, and broadcast networks for transmitting video but advances in digitizationallowed these forms of communication to be translated into binary computer language. This, in

turn, made it possible to transmit voice, data, and video over one network in a more efficient andeconomical manner than using three disparate networks. As a result, phone companies werebeginning to transform their archaic voice networks into unified, multi-service networks.

Chambers believed that this transition to the New World of communications would createexciting opportunities for Cisco to capture share in the $250 billion telecom equipment market,which was previously dominated by huge, well-capitalized companies such as LucentTechnologies and Northern Telecom. These competitors were so large that Chambers was ableto instill a David vs. Goliath mentality within Cisco. While expanding into these new markets,


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Cisco strove to maintain its product leadership in each of the market segments it served. Theproduct leadership strategy involved the innovation of Cisco s engineering teams, complementedby alliances, acquisitions, and minority investments.

Building Shareholder Value through Acquisitions, Investments and Alliances

As the networking space became more competitive, and as minimizing time to market becameincreasingly important, Chambers realized that Cisco could not keep up with the changingmarket needs solely through internal development. Using acquisitions and alliances to gainaccess to world-class technologies and people became a defining component of Cisco s strategy.This strategy was relatively unique in the high-tech world at the time many companies viewedlooking to the outside for technological help as a sign of weakness. Chambers commented on theacquisitions and alliances strategy:

They are a requirement, given how rapidly customer expectations change. Thecompanies who emerge as industry leaders will be those who understand how to

partner and those who understand how to acquire. Customers today are not just looking for pinpoint products, but end-to-end solutions. A horizontal businessmodel always beats a vertical business model. So youve got to be able to providethat horizontal capa bil ity in your product line, either through your own R&D, or through acquisitions. 4

Although Chambers and Ed Kozel, Cisco s chief technology officer, were a key driving forcebehind Cisco s business development strategy, many in the industry regarded Mike Volpi as theman responsible for shaping Cisco s legendary business development practice. 5 When Volpi

joined Cisco in 1994 after graduating from the Stanford Graduate School of Business, Cisco hadcompleted only one acquisition, Crescendo Communications. Two more acquisitions closedsoon after Volpi arrived, but he was deeply involved in all subsequent acquisitions.

Before pursuing a new market opportunity, Volpi s group assessed the merits and downsides of the buy vs. build strategies. If Cisco did not have the technological capability, engineeringtalent capacity, or time to develop the product internally, the business development group wouldoften opt to acquire or partner with an external player. Although the acquisitions madeheadlines, licensing, partnering, and investing were equally important to Cisco s strategy. Ciscowas very active on the minority investment front, which gave the company insight into newtechnologies without the risk of deploying internal development resources. Volpi used a simplechart to put companies into the right context (Figure 1):

4 The Art of the Deal , Business 2.0 , October 1999.5 Volpi initially reported to Charles Giancarlo, who joined Cisco through the Kalpana acquisition in 1994 and servedas VP of business development until March 1997, when Volpi assumed that title.


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Figure 1: Range of Cisco s Business Development Activities

The public equity markets were the principal exit strategy for hot high-technology start-ups, but aCisco acquisition represented an appealing exit alternative for many networking companies.Cisco reigned supreme in the technology industry as the most effective company at identifying,acquiring, and successfully integrating companies into their culture. By June of 1997, after theArdent deal closed, Cisco had acquired 19 companies for an aggregate total of roughly $7 billion.(Exhibit 3: Summary of Cisco s Acquisitions as of June 1997) What were the keys to Cisco ssuccess? Why did they do this better than the competition? We made every mistake in thebook, Volpi frankly stated, but we learned from these mistakes, and they have helped us insubsequent transactions.

Cisco made predominantly small acquisitions of private companies, with typic al deal sizes of $200 million or less, instead of acquiring large, established, public companies. 6 The primaryinclination towards smaller acquisitions was the relative ease of integration large, establishedcompanies with strong corporate cultures presented greater integration challenges. Further,Chambers asserted that Cisco did not acquire to gain short term market share, but was instead

looking for technology and talent for the future:

When we acquire a company, we aren t simply acquiring its current products,were acquiring the next generation of products through its people. If you paybetween $500,000 and $3 million per employee, and all you are doing is buyingthe current research and current market share, you re making a terribleinvestment. In the average acquisition, 40 to 80 percent of the top management and ke y engineers are gone in two years. By those metrics, most acquisitions

fail.7

Charles Giancarlo, Cisco s vice president of business development from 1994 to 1997, reiterated

the importance of acquiring and retaining key people:

When you are buying a company it s obviously not for today s products. That means keeping the people in place who can create that growth. We won t do adeal if a company has golden parachutes accelerated vesting for employees

6 The $4.6 billion acquisition in April 1996 of StrataCom, which filled Cisco s hole in WAN switching products,stands out as an exception.7 The Art of the Deal , Business 2.0 , October 1999.

OEM/ License

Joint R&D/ Marketing/Sales

Invest

Acquire

Degree of StrategicValue

Level of Commitment


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that kicks in once a company is sold. The minute you buy the company, they allget rich. We prefer golden handcuffs , which are applied with two-year noncompete agreements with key executives and technical personnel at the target companies, and the provision of Cisco stock options that vest over time. 8

L OOKING BACK TO 1996: T HE M ARKET O PPORTUNITY FOR A NEW ACCESS PRODUCT In 1996, the rapid evolution of network infrastructure was creating business opportunities invirtually every sector of networking. Cisco s unique vantage point allowed the company torapidly identify these new markets. By early 1996, Cisco believed that an unmet need existed fora product that could inexpensively carry voice, data, and video traffic from a company s local-area network to the wide-area network.

Cisco identified two principal customer needs. The first need was to simplify and improvemanagement of network access equipment. The conventional approach to public network accessrequired that disparate hardware components (such as leased line modems, channel banks, etc.)be cabled together, creating a complex hardware puzzle. Companies incurred high maintenancecosts and trouble-shooting nightmares since each component was controlled by its ownmanagement system. The second customer need was to optimiz e use of expensive WANbandwidth. Despite the industry buzz about high-speed ATM trunks, 9 Cisco believed that thesesolutions would rem ain expensive especially in comparison to LAN bandwidth whereEthernet technology 10 dominated. The company expected that high speed network accesssolutions, running at T3 (4.5Mbps) or OC-3 (155Mbps), would be confined to niche markets forthe foreseeable future. Most customers would choose the slower, more economical T1/E1(1.5Mbps) link to the WAN.

These factors highlighted a market opportunity for an access solution that aggregated LAN-baseddata, voice, and video traffic over the low cost T1/E1 ATM trunk. This solution would be sold toservice providers, helping them to:

Provide an integrated T1/E1 access solution that was cost-effective enough forwide deployment

Contain costs by using a single product in multiple applications Contain upgrade/conversion costs by using a remotely configurable product Contain support costs by using a product with an interface that both customers

and service providers were familiar with.

This product concept was the genesis of Ardent Communications.

8 Cisco s Secret: Entrepreneurs Sell Out, Stay Put , Inc. Magazine , March 1997.9 A trunk is an access line that connects remote offices or central sites to the service provider network. AsynchronousTransfer Mode (ATM) is a data transfer technique where multiple service types, such as voice, video, or data, areconveyed in small, fixed-size cells.10 In 1996, Ethernet technology penetrated every corner of the Enterprise network with 10BaseT (10Mbps),100BaseT (100Mbps), and the coming Gigabit Ethernet (1000Mbps).


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New Venture Strategy

In 1996, Volpi contemplated the traditional buy and build alternatives when he considered howto address the market that Ardent Communications would eventually serve. Building the productin-house had several obvious advantages most notably not having to integrate two differentorganizations. The multi-service access business unit had been doing similar things on a day-to-

day basis, but did not have idle human resources to devote to the new project. Divertingresources away from current projects was not a viable option. After talking with the businessunit VPs, it became clear that building the product in-house would take too long recentcompetitive pressures from 3Com, Ascend, US Robotics, and Micom made time to market apriority. The business development team concluded that Cisco had neither the time nor theresources to go after the new market on its own.

Buying a company whose products addressed this market was also an option. In this case, Ciscohad a clear conception of the market need, but was unable to identify attractive companies thatwere focused on this space. Volpi s experience suggested that finding the right acquisition targetwould be a difficult task in all cases Cisco would have to spend lots of time and effortmodifying the product set and integrating the newly acquired company into the Ciscoorganization. In addition, retaining key employees post-acquisition was always a challenge.

After considering the buy and build alternatives and finding neither to be satisfactory, Volpimused, Why not custom make a start-up to build exactly the product we want, and then buythem later if they succeed? In essence, this solution would entail the creation of a new venturedesigned as a spin-in from day one build to buy, a hybrid of the buy and build approaches.At first glance, the spin-in model seemed to address three key issues: time-to-market, recruitingtop talent, and integration with the relevant Cisco business unit.

As the Cisco business development team thought more deeply about the new venture approach,they realized that the hybrid nature of the spin-in solution raised several difficult tradeoffs. Whatsort of structure would allow the start-up to leverage Cisco s strategic assets without quashingthe entrepreneurial feel? How should Cisco structure the venture to minimize the tradeoff between the virtues of independence and the need for smooth ex-post integration? Would it bepossible for Cisco personnel to coach the new team without stifling creativity? Should Ciscoinvite other investors to participate in the financing? How large an initial ownership stake shouldCisco take in the venture? Incentives would also be a major issue: How could Cisco implement astructure that would provide the right incentives for the new venture s management andemployees, without upsetting the current Cisco employees who would assist in the new venture sintegration? At the end of the day, the new venture would have to live within an existing Ciscobusiness unit, at which point it would rely heavily on Cisco employees for success.

Structuring the Ardent Communications Venture

To develop a potential model for the new venture approach in 1996, Volpi and Kozel hadreflected upon an even earlier deal that Cisco had considered. In the spring of 1996, Wu FuChen, a successful networking entrepreneur was working with Sequoia Capital and two Ciscoemployees to launch a new networking company. The idea for this company came from theCisco employees, who intended to leave their jobs at Cisco to build a solution which they hopedtheir employer would want to acquire. The product concept had a great deal of potential, and thefounding team was flush with engineering talent. Wu Fu Chen had an especially impressive


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background he had co-founded four companies since 1986, including CascadeCommunications and Arris Networks. Despite the promise of this networking idea, the Ciscobusiness development team declined to invest. The decision came from the top Chambersbelieved that funding Cisco employees to go out and build new networking companies would seta dangerous precedent.

At the time, Mike Volpi and Ed Kozel recognized that Wu Fu would be an excellent person torecruit as President and CEO of the proposed spin-in venture, which they would call ArdentCommunications. Kozel contacted Wu Fu and outlined the Ardent business idea and Cisco sspin-in concept. Volpi later characterized the initial message to Wu Fu as simply, Make thisproduct and we ll give you lots of money. After a series of discussions, Wu Fu agreed to headup the Ardent venture.

Defining the Ardent 101 Product

In early June of 1996, Kozel, Volpi, and Wu Fu outlined the basic functional specification for thefirst Ardent product, tentatively called Ardent 101. For Cisco to buy the new company, Wu Fuand his team needed to develop a traffic aggregation device for data, voice, and video withcertain functional requirements. (Figure 2) The group also developed a set of milestones thatwould set expectations for the product timeline. (Figure 3)

Figure 2: Ardent 101 Functional Requirements

Figure 3: Ardent 101 Milestones

1. Ability to accept data, voice, and video traffic2. Aggregate up to 2Mbps traffic on the WAN side3. Support ATM, Frame Relay, and TDM trunks4. Support standard office environments5. Support Bridging, IP Routing for LAN data traffic6. Support Circuit Emulation for Voice and Video Applications

7. Support voice and data compression8. The target list price for the base configuration is about $5,000; Cost of goods target is $800 or lower

9. Will consider support of data encryption10. Support European requirements (E1)

1. Six months after the Effective Date of the Agreement, the Company shall havecompleted the specifications for function, architecture, and design for theProduct

2. Twelve months after the Effective Date of the Agreement, the Company shallhave begun integration of the Product

3. Fifteen months after Effective Date of the Agreement, the Company shall havebegun the beta program for the Product

4. Eighteen months after the Effective Date of the Agreement, First CustomerShipment shall have occurred


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Capital Structure

By June 14, 1996, Cisco and Wu Fu s team had agreed on a preliminary term sheet for the newventure. (Exhibit 4: Memorandum of Terms For Private Placement.) Kozel and Volpi decidedto invite the venture capital firm Sequoia Capital to participate in the financing since this wouldcreate more of a start-up feel. To foster an entrepreneurial environment with strong employee

incentives, Cisco agreed to give the founding team and employees a large ownership position over 55% on a fully diluted basis. Cisco sought an equity stake of only 32% for itself. This wasa major departure from the large equity shares other parent companies were requesting in theirspin-ins and spin-outs (arguing that their intellectual property, brand name, and other resourcesentitled them to free equity). Sequoia Capital also took a relatively small equity position of 11%. All parties agreed that a balanced board of directors would deliver the right degree of control over the company s direction. Initially, the Board would consist of Wu Fu, Ed Kozel,and Sequoia s Mike Goguen.

Unlike most venture deals, the Series A and Series B rounds were negotiated simultaneously,with closing dates less than two months apart. In the A round (July 11 closing) Wu Fu and theother members of the founding team would purchase 3 million shares of Series A Preferred Stock at $0.333 per share. The low share price was analogous to cheap founders stock in anentrepreneurial venture. Neither Cisco nor Sequoia would participate in the A round. Theimplied post-money valuation as of July 11 was $2.4 million.

For the B round, the new company decided to issue 11 million shares, up from the 9 millionshares outlined in the initial term sheet. On August 30, Ardent received the first cash infusion of the B round, in which Sequoia Capital purchased approximately 2.5 million shares at $1.00 pershare. Cisco also made its investment at $1.00 per share, purchasing 7.535 million shares of Series B Preferred Stock on September 20. Seven days later, the founders purchased another onemillion shares. The remaining equity capitalization consisted of 9.25 million shares of commonstock. Of this total, approximately 3 million shares would go to the engineering team in the formof option grants. The implied post-money valuation as of August 30 was $23.3 million. Therough capitalization table used by Cisco is described in Exhibit 5.

Retaining Key Employees

Volpi knew that even though Cisco was creating Ardent to produce a very specific product, itwas the people, not the product, that represented a significant portion of Ardent s value. Withthis in mind, Cisco laid out a four-year vesting period for the options granted to employees 25percent would vest after the first year, with the remainder vesting monthly over the next threeyears. Upon a change in control, like the planned acquisition by Cisco, none of the employeevesting would accelerate the only exception being made for Wu Fu Chen. Wu Fu s vestingwould accelerate such that at most one year of vesting would remain, but he was subject to a one-year lock up agreement which kept him from leaving Ardent upon acquisition.

Facilitating the Spin-in: The Put/Call Feature

Cisco needed to create a legal mechanism that would allow Ardent to cleanly spin-in at somepoint in the future. After a series of discussions, the founding team proposed a simple put/callstructure that would give Cisco the option to purchase the company at a pre-specified price, butwould also obligate Cisco to purchase the company if the new team succeeded in building the


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product. This was the first time that Cisco had integrated a put/call feature into a strategicinvestment. The model intrigued both John Chambers and Ed Kozel, who viewed it as aninnovative mechanism for developing a made-to-order company. The Option section of theterm sheet explained the call option:

Until the earlier of fifteen (15) months from the closing or one (1) month after the first customer shipment, Cisco shall have the right to acquire either all of the outstandingequity securities of the Company, or all of the Company s assets, in Cisco s discretion,

for a pur chase price of $232,500,000, payable either in cash or equity securities of Cisco .11

Since Cisco would also write a put option, the shareholders in the new venture could force Ciscoto purchase the company at the pre-specified price, so long as the ten specific functionalrequirements were met. To keep matters simple, the put and call would have the same strikeprice. The put option read:

if First Customer Shipment occurs within (15) months after the functionalrequirements for the Product are first defined, and in Cisco s reasonable judgment, the

product meets the specifications set forth, each of the security holders shall sell itsSecurities to Cisco, and Cisco shall be obliged to and will purchase such Securities, inaccordance with the purchase price and other terms of purchase 12

Cisco believed that although the put/call structure truncated the upside for investors andemployees, it mitigated enough risk to make the investment or employment decision attractivefrom a risk/reward standpoint. The option agreement turned out to be a very effective recruitinginstrument. If the product requirements and milestones were met, the 15-20 person engineeringteam would share a $30 million payout less than 15 months out. The five person founding teamwould do even better: delivering on the product would allow them to share more than $100million.

Leveraging Ciscos Assets

IOSThe Ardent product would complement Cisco s existing multi-service access products (called the3800 product family). To facilitate interoperability, Volpi decided to license Cisco s IOSsoftware to Ardent free of charge until Cisco s option to buy the company expired. IOS was tobe used as the architectural foundation for Ardent 101. Ardent would focus on adding thetechnologies of ATM and Frame Relay over a T1/E1 connection, circuit emulation for digitizedvoice over ATM or Frame Relay, voice compression, and telephony capabilities. These changeswere not on the official evolutionary path of IOS, though they were similar to some developmentwork being done within Cisco. In addition, IOS had been created and modified by numerousCisco employees for use in the various products Cisco sold, but not to be sold as a shrink-wrapped software product. The procedures to use and adapt IOS were not well documented,which would present a challenge to the Ardent employees. Under the terms of the licensing deal,Cisco would retain all ownership of IOS, including software developed by Ardent to interactdirectly with IOS.

11 Excerpt from Memorandum of Terms for Private Placement of Series A and B Preferred Stock of Ardent Corporation , June 1996.12 Ibid.


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Licensing IOS software to Ardent for free was a very contentious issue it upset several Ciscopersonnel who felt that the company was giving away the crown jewels, the real value-add inCisco s solutions. Disgruntled Cisco employees argued that Cisco was giving away a prizedpossession and then paying to buy it back.

Engineering talentArdent would also need engineering help to integrate IOS into their new product. To address thisissue, a small group of Cisco employees were selected to work with the Ardent team throughoutthe development process. This was not unusual, because Cisco had provided consulting servicesfrom time to time in the past. Ardent paid the standard fee for these engineering resources,$250,000 per engineer per year. Since this was regarded as a temporary assignment, these peoplewould continue to be employees of Cisco under the same terms as they had before Ardentsurfaced.

Testing and certification facilities Other resources provided by Cisco included testing and certification facilities. Cisco decided toallow Ardent to use its testing and certification facilities free of charge until the option periodexpired, after which it would charge Ardent a nominal fee.

Business unit expertiseOne key issue that Volpi and his colleagues debated was the extent to which the multi-serviceaccess business unit should coach Ardent through the development process, and generally stayinformed as to what progress had been made. Cisco did have some similar products in thepipeline, but none overlapped significantly with Ardent 101 as defined in the productrequirements document. After some debate, Volpi and Kozel decided not to involve the businessunits until after the Ardent product was completed. This approach seemed appropriate becausethe product specification had already been narrowly defined, minimizing the degrees of freedomand therefore the need for frequent coaching or updates. Hence, Ardent operated in stealth modethrough the end of 1996 and early 1997.

Cisco form factorBoth Cisco and Ardent wanted the new product to have the look and feel of the Cisco productline, although this was not a stated requirement in the product specification. Instead of designinga tailored box for Ardent 101, Wu Fu decided to adhere to the existing Cisco product line andimposed an additional requirement on his engineers: they would adopt the form factor for theCisco 2500 series. This solution was compact and familiar to Cisco s carrier customers.Squeezing Ardent 101 into the 2500 box would be an engineering and manufacturing challenge,but the Ardent engineers felt confident it could be done.

Accounting issuesThe Ardent spin-in model had implications on the accounting methods Cisco could employ toaccount for the venture and complete the spin-in. Many of Cisco s acquisitions had been doneusing the pooling-of-interests method. For acquisitions where the price Ci sco paid was far inexcess of the assets book value, the pooling method was generally preferable. 13 Using poolingof interests accounting required, among other things, that the acquisition occur in a single

13 Net income is generally lower under the purchase method because significant goodwill, an intangible asset whichrepresents the excess of the purchase price over the assets book value, must be amortized over a defined period.


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transaction where over 90% of the company was acquired, and that there be no prior controlexerted on the company. Since Cisco took an initial 32% stake in Ardent, and the call optiontranslated into significant control, pooling was never a possibility but the strategic value of theventure outweighed the accounting effects. Volpi commented, We certainly look at theaccounting impact in our decision process, but I don t think that accounting issues should everdominate the strategic issues in making decisions.

The accounting for Cisco s investment in Ardent was relatively straightforward. Since Ciscoowned more than 20% but less than 50% of the company, GAAP required that it use the equitymethod of accounting. Hence, the Ardent investment was recorded on Cisco s books atacquisition cost plus its pro-rata share of Ardent s earnings (or losses).

The Ardent Acquisition

In late June 1997, Volpi and Ed Kozel discussed whether Cisco should exercise its option topurchase the outstanding shares of Ardent. In many ways, the decision was immaterial, becauseWu Fu and his team were likely to meet the acceptance criteria and exercise their put option,obligating Cisco to purchase the company. For this reason, the key consideration was timing:Should Cisco wait until the end of the option period to spin-in Ardent, or was it better to do itnow? Volpi and Kozel determined that doing the deal sooner rather than later would deliver twoprincipal benefits. First, Cisco could begin the task of integrating Ardent into the Cisco family,speeding time to market for the Cisco branded solution. Second, purchasing early would help toavoid confusing the marketplace. Ardent s marketing people had begun to put their own spin onthe product, now called Integress. However, Cisco might want to use a different marketingtact. If Ardent had the opportunity to educate the marketplace, Cisco would either be forced tocontinue the same marketing program or re-educate potential customers. Historically, the re-education approach had not worked well. In fact, many competitors were highlighting Cisco sinconsistent messages in their white papers and marketing materials.

On June 24, Cisco announced its intention to acquire Ardent. The press release stated: Underthe terms of the acquisition agreement, shares of Cisco common stock worth approximately $156million will be exchanged for the outstanding shares and options of Ardent. (Exhibit 6) Thiswas consistent with the agreed upon total acquisition price of $232.5 million, since Cisco alreadyowned 32% of the company.

On a per share basis, Cisco paid approximately $10.00. This worked out well for the founders,who received approximately $102.3 million more than 100 times their initial investment.Sequoia Capital received a payout of $24.6 million, a relatively small number but still 10 timesmoney invested in less than 12 months.

Although the Ardent deal had several flaws, Cisco had learned a lot about how to structure futuredeals from the acquisition. Volpi turned his attention away from the Ardent acquisition and back to the Pipelinks opportunity.

J UNE 1997: V OLPI C ONSIDERS THE P IPELINKS O PPORTUNITY

The new market opportunity for a Sonet/SDH router capable of simultaneously transportingcircuit-based traffic and routing IP (Internet Protocol) traffic had been identified by several of


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Volpi s colleagues at Cisco. The product would be targeted at many of Cisco s service providercustomers who were struggling to bring their networks into the New World of unifiednetworks, but wanted to make the transition without scrapping their existing circuit-based TDMinfrastructure.

One of the factors Volpi considered was Cisco's expertise in the domain of optical routing. In

1997, it was limited. High-speed Sonet/SDH networking solutions were much larger and moreexpensive (with price points in the hundred thousand to multi-million dollar range) than Cisco straditional products. Because this was a new and unfamiliar market for Cisco, Volpi and histeam looked externally to pursue the market opportunity, but none of the existing players metCisco's criteria.

Volpi's team believed, however, that an idea that successful entrepreneur Amit Shah hadapproached Cisco with might address this market need. Shah, who had sold his first networkingcompany to Cabletron Systems, a Cisco competitor, had been brainstorming for his next idea.During that process, he realized there was an increasing need for bandwidth on the access pointsof the Internet infrastructure the metro space near large population areas. Shah conceived aSonet/SDH router product very similar to that which Cisco envisioned. He called the ideaPipelinks. After a series of discussions, Volpi and Kozel determined that Cisco would like towork with Shah to bring his product to market.

Volpi and Kozel began to think about invoking the Ardent spin-in model they had developed oneyear earlier because the Pipelinks concept was at an early stage. Shah was immediately intriguedby the idea it seemed like an effective way to address many of the challenges he faced, namely:(1) raising funds, (2) recruiting the right people for the team, and (3) successfully executing withcustomers. Once Shah had agreed in principle to structure Pipelinks as a spin-in, Volpi sat downto outline the terms of the deal. As he dug through the license agreements, term sheets, andproduct requirements in the old Ardent file, Volpi identified several potential improvements andmodifications that he would make.


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Exhibit 1Cisco Systems Historical Financials

BALANCE SHEET FISCAL YEAR ENDING JULY 31, 1990 1991 1992 1993 1994 1995 1996 1997

ANNUAL ASSETS (000s) CASH 35,842 $ 40,323 $ 39,955 $ 27,247 $ 53,567 $ 284,388 $ 279,695 $ 269,608 $MARKETABLE SECURITIES 21,102 51,104 116,477 61,738 129,219 279,754 758,489 1,005,977 RECEIVABLES 15,874 34,659 61,258 129,109 237,570 421,747 622,859 1,170,401 INVENTORIES 3,701 6,078 9,142 23,500 27,896 81,805 301,188 254,677 OTHER CURRENT ASSETS 1,673 8,797 20,244 26,702 59,425 116,466 197,409 400,603 TOTAL CURRENT ASSETS 78,192 140,961 247,076 268,296 507,677 1,184,160 2,159,640 3,101,266 NET PROP, PLANT & EQUIP 4,114 12,665 28,017 48,672 77,449 172,561 331,315 466,352 INVEST & ADV TO SUBS - - 46,866 274,260 457,394 583,871 1,060,758 1,630,390 DEPOSITS & OTHER ASSET 367 519 1,974 3,985 11,174 51,357 78,519 253,976 TOTAL ASSETS 82,673 $ 154,145 $ 323,933 $ 595,213 $ 1,053,694 $ 1,991,949 $ 3,630,232 $ 5,451,984 $

ANNUAL LIABILITIES (000S) ACCOUNTS PAYABLE 4,973 $ 7,743 $ 16,262 $ 24,744 $ 31,708 $ 59,812 $ 153,683 $ 207,178 $ACCRUED EXPENSES 6,290 17,965 46,953 77,492 130,846 257,099 445,776 656,707 INCOME TAXES 1,976 542 15,108 17,796 42,958 71,970 169,894 256,224 TOTAL CURRENT LIAB 13,239 26,250 78,323 120,032 205,512 388,881 769,353 1,120,109 OTHER LONG TERM LIAB 123 436 - - - - - - TOTAL LIABILITIES 13,469 26,686 78,323 120,032 205,512 388,881 769,353 1,120,109 MINORITY INTEREST - - - - - 40,792 41,257 42,253 SHAREHOLDER EQUITY 69,204 127,459 245,610 475,181 848,182 1,562,276 2,819,622 4,289,622 TOT LIAB & NET WORTH 82,673 $ 154,145 $ 323,933 $ 595,213 $ 1,053,694 $ 1,991,949 $ 3,630,232 $ 5,451,984 $INCOME STATEMENT FISCAL YEAR ENDING JULY 31, 1990 1991 1992 1993 1994 1995 1996 1997 NET SALES 69,776 $ 183,184 $ 339,623 $ 649,035 $ 1,334,436 $ 2,232,652 $ 4,096,007 $ 6,452,000 $COST OF GOODS 23,957 62,499 111,243 210,528 450,591 742,860 1,409,862 2,243,000 GROSS PROFIT 45,819 120,685 228,380 438,507 883,845 1,489,792 2,686,145 4,209,000 R & D EXPENDITURES 6,168 12,687 26,745 44,254 106,680 306,575 399,291 1,210,000 SELL GEN & ADMIN EXP 18,260 41,809 72,248 130,682 276,995 485,254 886,048 1,370,000 OPERATING INCOME

21,391

66,189

129,387

263,571

500,170

697,963

1,400,806

1,629,000

NON-OPERATING INC 2,088 4,567 6,719 11,557 22,330 40,014 64,019 262,000 INTEREST EXPENSE - - - - - - - - INCOME BEFORE TAX 23,479 70,756 136,106 275,128 522,500 737,977 1,464,825 1,891,000 TAXES 9,575 27,567 51,720 103,173 199,519 281,488 551,501 840,000 NET INCOME 13,904 $ 43,189 $ 84,386 $ 171,955 $ 322,981 $ 456,489 $ 913,324 $ 1,051,000 $


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Exhibit 2Cisco Systems Monthly Stock Price Chart: February 1990- June 1997 14

$-

$2.00

$4.00

$6.00

$8.00

$10.00

$12.00

$14.00

$16.00

$18.00

F e b

- 9 0

A u g - 9

0

F e b

- 9 1

A u g - 9

1

F e b

- 9 2

A u g - 9

2

F e b

- 9 3

A u g - 9

3

F e b

- 9 4

A u g - 9

4

F e b

- 9 5

A u g - 9

5

F e b

- 9 6

A u g - 9

6

F e b

- 9 7

14 Prices adjusted for all splits since IPO, based on January 25, 2000 stock price.


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Exhibit 3Summary of Cisco s Acquisitions as of June 1997

Company Date Purchase Price DescriptionCrescendoCommunications, Inc.

September 1993 $95 million High-performance work group CDDIand FDDI switching solutions.

Newport SystemsSolutions, Inc.

July 1994 $93 million Software-based routers for remotenetwork sites of small/medium sizednetworks.

Kalpana, Inc. October 1994 $240 million Manufacturer of modular and stackableLAN switching products extend theusability and data capacity of existingEthernet LAN s.

LightStream Corp. October 1994 $120 million Jointly held company formed in 1993by Bolt Beranek and Newman and UBNetworks offers enterprise ATMswitching, workgroup ATM switching,LAN switching and routing.

Combinet, Inc. August 1995 $132 million Supplier of ISDN (Integrated ServicesDigital Network) remote-accessnetworking products useful fortelecommuting and other networkedapplications.

Internet Junction, Inc. September 1995 not public Developer of Internet gateway softwareconnecting central and remote officedesktop users with the Internet.

Grand Junction, Inc. September 1995 $400 million Inventor and leading supplier of FastEthernet (100BaseT) and Ethernetdesktop switching products.

Network Translation,Inc.

October 1995 not public Manufacturer of cost-effective, lowmaintenance network addresstranslation and enterprise Internetfirewall hardware and software.

TGV Software, Inc. January 1996 $138 million Internet software products forconnecting disparate computer systemsover local area, enterprise-wide andglobal computing networks includingthe Internet.

StrataCom, Inc. April 1996 $4.666 million Leading supplier of AsynchronousTransfer Mode (ATM) and Frame Relayhigh-speed wide areas network switching equipment transporting awide variety of information, includingvoice, data and video.

Telebit Corp s MICATechnologies

July 1996 $200 million Modem ISDN Channel Aggregation(MICA) technologies will deliver high-density digital modem technology withCisco s dial-up and access productlines.


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Exhibit 3 (cont d)Summary of Cisco s Acquisitions as of June 1997

Company Date Purchase Price DescriptionNashoba Networks, Inc. August 1996 $100 million Token ring switching technologies

for providing users with a widechoice of employing high-performance switched workgroupand backbone Token Ringenvironments.

Granite Systems September 1996 $220 million Standards-based multilayer GigabitEthernet switching technologiesfor developing a wide choice of backbone network technologies.

Netsys Technologies October 1996 $79 million Network modeling and designsoftware intended to help commoncustomers base design and plan fornetworks ideally suited to theirunique business requirements.

Metaplex, Inc. December 1996 not public Specialist in network productdevelopment in the enterprisemarketplace, gives customers theability to migrate from SNA to IP.

Telesend March 1997 not public Specialist in wide area network access products, givestelecommunications carriers amore cost-effective way to deliverhigh-speed data services forInternet and intranet accessapplications.

Skystone Systems Corp. June 1997 $102 million Innovator of high-speedSynchronous OpticalNetworking/Synchronous DigitalHierarch technology to carryinformation to high-capacitybackbone networks, such as thoseoperated by telecommunicationscarriers and ISP s.

Global Internet SoftwareGroup

June 1997 $40 million GISG is a pioneer in the WindowsNT network security marketplacewith its Windows NT CentriFirewall for small/mediumbusinesses.

Ardent CommunicationsCorp.

June 1997 $156 million Pioneer in designing combinedcommunications support forcompressed voice, LAN, data andvideo traffic across Frame Relayand ATM networks.


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Exhibit 4Preliminary Ardent Term Sheet , June 1996

______________________________________________________________________________

Memorandum of TermsFor Private Placement of

Series A and Series B Preferred Stock of Ardent Communications Corporation

June 14, 1996______________________________________________________________________________

This memorandum summarizes the principal terms of the Series A and Series B Preferred Stock financing of Ardent Communications Corporation.

Offering Terms

Issuer: Ardent Communications Corporation, a Californiacorporation(the "company")

Securities to be Issued: 3,000,000 shares of Series A Preferred Stock and11,000,000 shares of Series B Preferred Stock

Price: $.333 per share of Series A and$1.00 per share of Series B

Terms of Series A and Series BPreferred Stock

Dividends: Annual $.03 and $.08 per share dividend,respectively, payable when and if declared byBoard; dividends are not cumulative. For any otherdividends or distributions, Preferred Stock participates with Common Stock on an as-convertedbasis.

Liquidation Preference: First pay cost plus accrued dividends on each shareof Preferred Stock. Thereafter Preferred andCommon share on as converted basis, until suchtime as the Preferred Stock has received anaggregate of two times cost, thereafter all proceedsshall go to the Common Stock.

A merger, reorganization or other transaction inwhich control of the company is transferred will betreated as if a liquidation.


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Exhibit 4 (cont d)Preliminary Ardent Term Sheet , June 1996

Conversion: Convertible into one share of Common Stock (subject toantidilution adjustment) at any time at the option of theholder.

Automatically converts into Common Stock uponconsummation of underwritten public offering with aprice of $5.00 and aggregate proceeds in excess of $7,500,000.

Antidilution Adjustments: Conversion ratio adjusted on narrow weighted averagebasis in the event of a dilutive issuance. Proportionaladjustments for stock splits and stock dividends.

Voting Rights: Votes on an as-converted basis, but also has series voteas provided by law and on (i) the creation of any senioror pari passu security, (ii) repurchase of Common Stock except upon termination of employment, (iii) anytransaction in which control of the Company istransferred, and (iv) any adverse change to the rights,preferences and privileges of the Series A or Series BPreferred.

Terms of Preferred StockPurchase Agreement

Representations and Warranties:Standard representations and warranties by the Company.

Assignment of Inventions andConfidentiality Agreement:

All employees and consultants shall enter into company sstandard form inventions and proprietary informationagreement.

Terms of Investor RightsAgreement

Registration Rights: (a) Beginning earlier of June 28, 2000 or six monthsafter initial registration, two demand registrations uponinitiation by holders of at least 30% of outstandingPreferred Stock for aggregate proceeds in excess of $10,000,000. Expenses paid by Company.

(b) Unlimited piggyback registration rights subject to prorata cutback at the underwriter s discretion. Full cutback upon IPO; 30% minimum inclusion thereafter. Expensespaid by Company.


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(c) Unlimited S-3 Registrations of at least$1,000,000 each upon initiation by holders of 20%

of the Preferred. Expenses paid by Company.Registration rights terminate (i) five years afterinitial public offering or (ii) when all shares can besold under Rule 144, whichever occurs first.

No future registration rights may be granted withoutconsent of a majority of Investors unlesssubordinate to Investors rights.

Right of First Refusal: Cisco Systems shall have the right to purchase allsecurities issued in subsequent equity financings of the Company, provided the Option, as definedbelow, has not expired.

Financial Information: The Investors shall receive standard informationrights including audited financial reports, quarterlyunaudited financial reports, monthly unauditedfinancial reports and annual budget and businessplan, as well as standard inspection rights.

Board of Directors: Board shall consist of four members. Boardcomposition at Closing shall be Wu Fu Chen, EdKozel, and Mike Goguen. One other representativewill be designated by a majority vote of the Series BPreferred Stock.

Post-Closing Capitalization

Series A Preferred Stock Outstanding 3,000,000 shares 12.9%Series B Preferred Stock Outstanding 9,000,000 shares 47.3%Common Stock held by Founders 6,250,000 shares 26.9%Common Stock Reserved for Employees(however, an additional 3,750,000 sharesshall be available for grant after expirationof Option, held by Cisco):

3,000,000 shares 12.9%

TOTAL : 23,250,000 shares 100.0%


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Other Matters

Common Stock Vesting: Common Stock shall vest as follows: After twelvemonths of employment, 25% will vest; theremainder will vest monthly over the following 36months. Repurchase option on unvested shares atcost. No acceleration in the event of a Change of Control, except for Mr. Chen, whose vesting shallaccelerate in the event of a Change of Control suchthat at most one year of vesting shall remain.

Restrictions on Common Stock Transfers: (a) No transfers allowed prior to vesting.(b) Right of first refusal on vested shares until

initial public offering.(c) No transfers or sales permitted during lock-

up period of up to 180 days required byunderwriters in connection with stock offerings by the Company.

Option: Until the earlier of fifteen (15) months from theClosing or three (3) months after First CustomerShipment, Cisco shall have the right to acquireeither all of the outstanding equity securities of theCompany, or all of the Company s assets, in Cisco sdiscretion, for a purchase price of $232,500,000payable either in cash or equity securities of Cisco.

Closing Conditions: Closing subject to negotiation of definitive legaldocuments and completion of legal and financialdue diligence by Investors.


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Exhibit 5Ardent Capitalization Table

Preferred A Preferred B Common Total OwnershipCisco - 7,535,000 - 7,535,000 32%Sequioa Capital - 2,465,000 - 2,465,000 11%Founders 3,000,000 1,000,000 6,250,000 10,250,000 44%Engineering Team - - 3,000,000 3,000,000 13%Total 3,000,000 11,000,000 9,250,000 23,250,000 100%

Valuation ($/shr) 0.33$ 1.00$ 0.001$Valuation ($) 2,400,000$ 23,250,000$ 23,250,000$Cash Inflow 999,000$ 11,000,000$ 9,250$

Option to Acquire

Acquisition Price 232,500,000$

Return Cash Out Cash In MultipleCisco 75,350,000$ 7,535,000$ 10.0Venture Capital 24,650,000$ 2,465,000$ 10.0Founders (5 employees) 102,500,000$ 1,002,250$ 102.3Engineering Team (20 employees) 30,000,000$ 3,000$ 9,978

Return (Cash in - cash out) Per EmployeeFounders 20,299,550$Engineering Team 1,499,850$

Cisco Cost/Head 6,286,000$Cisco Cost 157,150,000$

Conditions

- No accelerated vesting for employees or founders, except for Wu Fu Chen- Commitment from Wu Fu to stay one year post acquisition- Right to future offerings in the company or direction of those offerings


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Exhibit 6Press Release for the Ardent Communications Acquisition

C ISCO SYSTEMS TO ACQUIRE ARDENT C OMMUNICATIONS C ORP .

Further investment in Data, Voice and Video Integration For Public and Private Networks SAN JOSE, Calif. June 24, 1997 Cisco Systems, Inc. today announced it has signed adefinitive agreement to acquire privately-held Ardent Communications Corp. Previously, Ciscoand Sequoia Capital held minority equity stakes in Ardent. San Jose-based Ardent is a pioneer indesigning combined communications support for compressed voice, LAN, data and video trafficacross public and private Frame Relay and ATM networks.

Under the terms of the acquisition agreement, shares of Cisco common stock worthapproximately $156 million will be exchanged for the outstanding shares and options of Ardent.In connection with the acquisition, Cisco expects a one-time charge against after-tax earnings of 23 cents per share in the fourth fiscal quarter of 1997. The acquisition is expected to becompleted by late-July 1997 subject to various closing conditions, including clearance under theHart-Scott-Rodino Antitrust Improvements Act and Ardent shareholder approval.

C ISCO STEPS UP INTEGRATION O VER FRAME R ELAY AND ATM N ETWORKS With the continued pace of deregulation of the telecommunications service industry, carriers areincreasingly offering services which integrate communication channels of voice, video, and data.As a result, the demand for low cost, easy to use, multiservice access products for new carrierservices is rapidly expanding. The acquisition of Ardent will complement Cisco s 3800 serieswithin carrier service offerings for branch office s and remote sites by extending leadership inintegration of voice, video and data. Based on C isco IOS software, Ardent s low cost platformswill natively support multiservice traffic and implement voice compression using highperformance Digital Signal Processor (DSP) technology. Ardent s early affiliation with Cisco hasresulted in a complementary product platform offering superior interoperability with existingCisco m ultiservice access a nd switching product lines.

ABOUT ARDENT C OMMUNICATIONS Ardent Communications was founded in 1996 by CEO Wu Fu Chen. Mr. Chen has co-foundedfour other companies since 1986 including Cascade Communications and Arris Networks.Ardent s approximately 40 employees will remain in San Jose and become part of theMultiservice Access Business Unit led by Vice President and General Manager Alex Mendezwithin Cisco s Service Provider line of business.

Ardent Communications is on the leading edge of integrated access equipment design. Foundedin 1996, Ardent designs, manufacturers and distributes advanced access products for integratingvoice, video and data on public or private Frame Relay or ATM networks.
http://www.cisco.com/warp/public/732/http://www.cisco.com/warp/public/732/http://www.cisco.com/warp/public/cc/cisco/mkt/access/http://www.cisco.com/warp/public/cc/cisco/mkt/switch/http://www.cisco.com/warp/public/cc/cisco/mkt/switch/http://www.cisco.com/warp/public/cc/cisco/mkt/access/http://www.cisco.com/warp/public/732/

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