In 2016, Microsoft paid $196 a share in cash for LinkedIn. The public announcement looked clean. The private process behind it was a contest for one of technology’s most unusual assets.

The deal was already in motion before the announcement.

LinkedIn’s SEC proxy shows that Satya Nadella confirmed Microsoft’s acquisition interest to LinkedIn CEO Jeff Weiner on March 16, 2016. By spring, LinkedIn was evaluating interest from multiple parties.

The process was not simply one decisive phone call followed by a $26.2 billion check. It was a competitive sale process involving proposals, board meetings, due diligence and escalating bids.

The interesting part is rarely the headline. It is the machinery underneath it.— PAPER EMPIRES
02

Microsoft was not alone.

LinkedIn’s filing identifies another serious bidder only as “Party A.” Contemporary reporting identified that bidder as Salesforce. On May 13, Microsoft and Party A each submitted offers at $182 per share, although the mix of cash and stock differed. LinkedIn then chose to negotiate exclusively with Microsoft.

Microsoft ultimately agreed to $196 per share in cash. The companies announced the transaction on June 13, valuing it at approximately $26.2 billion inclusive of LinkedIn’s net cash.

03

The structure mattered as much as the price.

The announcement explicitly said LinkedIn would retain its distinct brand, culture and independence, with Jeff Weiner remaining CEO and reporting to Nadella. That was not an incidental promise. It defined the integration strategy.

Microsoft was buying a professional network that derived much of its value from identity, relationships and trust. Flattening it into another Microsoft product could have damaged the thing Microsoft had just paid to own.

04

Microsoft saw a graph, not a job board.

Microsoft described the combination as bringing together the world’s leading professional cloud and professional network. Its filings said the acquisition was expected to accelerate LinkedIn, Office 365 and Dynamics 365.

The strategic logic was therefore broader than recruiting. LinkedIn represented a map of professional identity and economic relationships that could sit beside Microsoft’s enterprise software. The restraint after the acquisition was part of the strategy, not the absence of one.

The story, in sequence.

01MARCH 2016Nadella confirms Microsoft’s interest to LinkedIn leadership.
02MAY 2016Microsoft and another bidder compete; LinkedIn enters exclusivity with Microsoft.
03JUNE 13, 2016Microsoft and LinkedIn announce the $26.2 billion all-cash transaction.
04DECEMBER 8, 2016Microsoft completes the acquisition.
THE TAKEAWAY

An acquisition does not always require erasing what made the asset valuable.

Microsoft bought LinkedIn for its network, professional identity and data, then largely preserved the LinkedIn brand and operating identity while connecting it to a broader enterprise ecosystem.

TRY THIS: If you are combining teams, products or businesses, list the qualities that create the value you are buying before deciding what should be integrated.

NOTE: For educational and informational purposes only. Paper Empires TV does not provide financial, investment, legal, or business advice.