Microsoft CFO: Expect us to make more big acquisitions

Microsoft Corp. may make more large acquisitions than it has done historically and become a more distributed company as opposed to moving key employees to its Redmond, Washington, headquarters, Chief Financial Officer John Connors said Monday.

Although Microsoft has decided to return a significant piece of its US$60.6 billion cash hoard to shareholders and not pursue a takeover of German ERP (enterprise resource planning) giant SAP AG, large acquisitions are likely to increase, Connors told an audience of Silicon Valley businesspeople at an event organized by the Churchill Club.

"I think there is a probability that we will do more large deals than we have done historically. There are not many SAPs out there, but there is the potential that we could do a few big ones, but not likely that big," Connors said. A big deal would be an acquisition valued over $1 billion dollars, Connors indicated.

Microsoft's discussions with SAP were disclosed in June at the beginning of a trial over Oracle Corp.'s hostile takeover of rival PeopleSoft Inc. The talks ended after Microsoft decided the deal and the post-union integration would be too risky. SAP is valued at about $50 billion, based on Monday's closing price on the New York Stock Exchange.

While not providing any details of where Microsoft is looking, Connors said that Microsoft needs a policy change if it wants to grow by acquiring other companies. It is no longer possible to simply move key people, such as research and development (R&D) teams, to Redmond, he said.

"Increasingly some of the companies we have looked at have had more distribution than what we ideally like," he said. "I think we will have to have a more distributed model if we do more acquisitions."

Microsoft historically has had the core of its development work done at its headquarters. However, acquisitions have already forced some changes. Vedbaek, Denmark, home of Navision, is a major development center for Microsoft Business Solutions, the group that sells software for tasks such as accounting and customer relationship management. Microsoft acquired Navision in 2002 in a deal then valued at $1.45 billion.

Asked by the event moderator about the Sarbanes-Oxley Act of 2002, Connors said that Microsoft does not have much trouble meeting the compliance rules, but there should be relief for smaller companies. Sarbanes-Oxley is a set of corporate disclosure and financial reporting rules for companies that are traded publicly in the U.S.

"For large organizations that have the resources the amount of time spent on this by senior-level people is more diffused than in a smaller organization. So it is disproportionate for a small public company in terms of senior management time spent on this act and its compliance," Connors said.

"We have got to figure out maybe a version 2.0 for small companies and some explicit language Congress and states have to pass to limit the liability of particularly directors and officers of small companies and in particular startups," he said. His comments were applauded by the audience.