How a small software company outsmarted the Grinch

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During a tumultuous decade-and-a-half, Gatineau-based CogniVue stood on the edge of an abyss so many times, it began to feel normal. Once, in a bankruptcy proceeding, it fell over the edge.

In the worst of times, CogniVue’s engineers worked without pay, accepting instead shares and options they had no guarantee would be redeemed.

But in September, their faith was finally rewarded. Freescale Semiconductor, a Texas giant, spent a small fortune to buy CogniVue and its 20-plus engineers. (Freescale in turn was bought earlier this month by Netherlands-based NXP, creating a $10-billion-a-year tech colossus.)

“All of the employees made good money out of this,” said Simon Morris, the former Royal Canadian Navy combat systems engineer who managed the business at CogniVue and its predecessors through the most stressful years.

Morris said the purchase price for CogniVue was “several orders of magnitude larger” than the $10 million valuation placed on the firm during a 2013 round led by Purple Angel of Ottawa.

This would put the Freescale purchase price at roughly $30 million. And while investors were rewarded with the lion’s share of the money, CogniVue’s employees do appear to have done very well.

Not only that, the acquisition puts them at the heart of a burgeoning global market in “advanced driver assistance systems” – which aims to make driving safer by combining software and raw computing power with sophisticated sensors. CogniVue’s contribution is a product that instantly analyzes the images produced by an automobile’s sensors.

In short, the future finally looks secure for CogniVue, an entirely unusual feeling for its employees for much of the firm’s existence.

**

It was originally known as Lumic Electronics – launched during the late 1990s’ tech boom by co-founder Luc Lussier, a Carleton University research engineer, with the goal of developing a chip capable of processing audio and video on wireless handsets.

Lumic’s first brush with mortality came following the 2001 telecom crash, when the market for advanced wireless products sank like a stone.

The firm’s early venture funding – some $16 million (all figures U.S.) – hadn’t gone to waste, though. The company was developing low-power chips for turning cellphones into high-resolution cameras capable of full-motion video. By 2003, Siemens of Munich was negotiating “high-volume” orders for these camera chips.

Then, out of the blue, Siemens announced it was getting out of the business of high-end “fashion” mobile phones. Just like that, Lumic – which had changed names to Atsana Semiconductor – lost its marquee customer.

Another existential crisis. Atsana’s board wanted to close operations. Morris, the chief operating officer, pushed back. He argued that Samsung, the Korean cellphone maker, was still evaluating Atsana technology.

“They gave me one month to secure a deal,” Morris said in reference to Atsana’s directors. Somewhat surprisingly, he succeeded. Late in 2003, Atsana developed a working model of a chip that was to be embedded in a Samsung flip phone.

Atsana secured another $10 million in venture financing early in 2004. When Samsung unexpectedly switched to a slider phone, Atsana’s R&D group accommodated the change, but the result was a delay. Finally, Atsana won an initial production order of 50,000 or so units in April of 2005.

It wasn’t enough. Atsana had been relying on bigger business from Samsung to entice another corporation to buy Atsana outright. Alex Leupp, Atsana’s CEO at the time, had had talks with Intel Corp. and Analog Devices but these companies eventually walked away. When they did, Leupp left Atsana.

“I was the last executive standing,” said Morris.

**

At this point, Atsana was running on fumes; most of the staff had been laid off. Morris in mid-2005 approached a competitor – Mtekvision of Korea – that paid several million dollars for Atsana’s assets. During the re-organization, Atsana filed for bankruptcy protection to allow for the sale of its R&D tax credits to a Calgary firm.

Mtekvision did well by the purchase of Atsana’s intellectual property. Over the following four years, the Korean firm sold more than $100 million worth of Atsana technology to customers such as Samsung.

Late in 2007, the Koreans enticed Morris back as CEO of Mtekvision Canada. (Morris had been working at BDC following Mtekvision’s purchase of Atsana’s assets). Mtekvision’s CEO, Michael Lee, wanted Morris to spin out the Canadian R&D unit as a separate, publicly traded firm.

After a couple of false starts, Morris sold his Korean bosses on the idea of a management buyout. Key employees would purchase a majority of shares, and Mtekvision Canada – soon to be renamed CogniVue – would try to make it on its own. Well, with a little help from Korea.

Mtekvision, which held a 45-per-cent stake, awarded CogniVue a $3-million-a-year contract for chip design services. “This was our bridge to profitability,” Morris said.

Morris’s R&D employees worked for Mtekvision from 9 to 5, then volunteered time after hours to develop a new line of business aimed at the automotive industry.

Money remained tight, however. It would take a couple of years to prove their imaging technology worked. Meantime, Morris saved costs by moving the operation to Gatineau to qualify for provincial tax credits.

CogniVue won a contract with Volkswagen, which installed rearview sensors in its Passat models. In 2012, the Gatineau firm licensed its imaging technology to Freescale. A year later, Purple Angel and several other investors kicked in $4 million in equity, valuing CogniVue at $10 million. Interest in CogniVue grew from there. Two of Freescale’s competitors earlier this year began talks to acquire the Gatineau firm – prompting Freescale’s successful offer.

NXP, the new parent firm, appears to be treating its Gatineau Development Centre as an important part of global strategy. Although marketing, sales and other head office type jobs have been stripped out, NXP expects to boost the Gatineau R&D staff by 50 per cent over the next 12 months. If the merged corporation succeeds with its plans for dominating the market for advanced driver assistance systems, the former CogniVue group could do very well indeed.

All because a startup refused to die.

Email: jbagnall@ottawacitizen.com

Twitter.com/JamesBagnall1







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