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The Honolulu Advertiser

Posted on: Saturday, January 29, 2005

Merger 'train wreck' for company

By Michael Liedtke
Associated Press

SAN JOSE, Calif. — There is an increasingly popular theory in Silicon Valley that much of the technology industry must merge or die. But software maker Network General Corp. is providing a reminder that some high-tech companies may be better off left alone.

Network General executives are ready to help the software maker thrive, after the company left a troubled merger with McAfee Inc. From left: President and CEO Bruce Fram, vice president of sales Jim Flatley and vice president of product management Nancy Blair.

Marcio Jose Sanchez • Associated Press

The San Jose-based company is trying to regain its stride after stumbling through seven years under the ownership of antivirus software maker McAfee Inc.

"It was a train wreck," said Ken Hao, part of a buyout team that freed Network General from McAfee. "The vision and execution went wrong, so it ended up being a 'back-to-the-future' investment for us."

In a telling measure of how badly things went, Silver Lake Partners and the Texas Pacific Group bought Network General for $235 million — a sharp discount from the $1.2 billion that Santa Clara-based McAfee paid for the company in 1997.

Although he got rich off the deal, Network General co-founder Harry Saal regretted selling the company he launched in 1986. "In hindsight, we were way too optimistic about blending the oil and water of two different corporate cultures."

With much of high-tech in a slow-growth rut, there's a widening perception that more high-tech companies — particularly in the software sector — will have to join forces to increase profits and better serve their customers.

Oracle Corp. chief executive Larry Ellison has been at the forefront of the consolidation movement, contending that corporate Darwinism is bound to devour industry's laggards, leaving a handful of powerhouses.

Ellison's vision drove Oracle's $10.3 billion takeover of rival business software maker PeopleSoft Inc. — a deal that PeopleSoft's board tried to thwart for 18 months.

Symantec Corp., the market leader in antivirus software, hopes to complete an even bigger takeover by buying Veritas Software Corp. for $13.5 billion, despite shareholders' misgivings.

Most industry analysts expect more deals in coming months.

Before its 1997 sale, Network General had blossomed into a rising star with a seemingly bright future, selling products that manage and protect computer networks. The company was coming off its best year ever, with a $25.1 million profit on sales of $241 million.

McAfee and Network General thought they would fare even better together, believing their suite of combined products would form a one-stop shop for companies looking to insulate their networks from computer viruses and other mischief.

It didn't pan out that way. When the deal closed, the new ownership jettisoned Network General's name and renamed the new division Sniffer Technologies in reference to its main product line. But the new ownership seemed more interested in building the computer antivirus business than the Sniffer product line. That led to reduced research and development on Sniffer products, rankling some customers.

"When you have just one company selling just one product, you get better results," said Jeff Duke, a senior network engineer for the state of Indiana's technology department.

Instead of adding more muscle, Network General began to shrivel under McAfee's control.

By the time the two companies broke up, Network General's annual sales had drooped to roughly $200 million, 27 percent below the company's pace when McAfee took over. The workforce shrank from 800 employees to fewer than 500.

Network General has brought back some of its early employees. The returnees are led by CEO Bruce Fram, who first joined the company in 1989 as its 50th employee.

"This is the best business opportunity I have ever seen," Fram said. "Everything that wasn't possible (under McAfee's ownership) seems possible again. If someone has a creative idea, I say, 'Let's do it.' "