Every experienced entrepreneur has this happen to them at least once in their lives, usually many times. You think you are so close to being acquired, only for it to fall apart. A startup CEO tends to spend all his/her time either raising money, or talking to a firm about being acquired.
The lesson would be not to sign exclusitivity agreements with a potential acquirer. It is not that uncommon to do this, in fact, I would say it is more common to not have an exclusivity agreement as part of an LOI than it would be to have one.
With multiple parties at the due diligence stage, it gives the startup CEO leverage to close a deal quickly, and to negotiate the price up. Acquirers are also reassured by the validation that other interested potential acquirers provide. If you are set on being acquired, speak to multiple companies and have them press while the iron (ie. their motivation) is hot. Always be prepared for due diligence.
It seems like the exclusivity agreement is the main issue here. Imagine if 3PAR had an exclusivity agreement with either HP or Dell, they would not be in such a good negotiating position that they can add hundreds of millions onto the price.
The lesson would be not to sign exclusitivity agreements with a potential acquirer. It is not that uncommon to do this, in fact, I would say it is more common to not have an exclusivity agreement as part of an LOI than it would be to have one.
With multiple parties at the due diligence stage, it gives the startup CEO leverage to close a deal quickly, and to negotiate the price up. Acquirers are also reassured by the validation that other interested potential acquirers provide. If you are set on being acquired, speak to multiple companies and have them press while the iron (ie. their motivation) is hot. Always be prepared for due diligence.