Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 126

Executives enjoy a wide range of tactical alternatives for inorganic growth. Mergers and acquisitions are often the focus of financial advisers seeking to generate fee income by assisting firms on M&A. But the executive should consider at least four other avenues before embarking on an M&A effort. These include contractual relationships, strategic alliances, joint ventures, and minority investments.

CONTRACTUAL RELATIONSHIPS This is the simplest of all inorganic expansions; it may assume strategic significance if the relationship extends over the long term, if there is a two-way exchange of information; if the two firms are linked into each other’s business processes (e.g., inventory management systems), and/or if it entails an exchange of managers. These relationships can take many forms. Several classic arrangements are these:

 Licensing agreements. Your firm simply “rents” the technology, brand name, or other assets that are the focus of your interest.

 Co-marketing agreements. Your firm and the partner each agree to sell the products of the other party. The owner of the product permits another firm to make and market the product under a different brand name in return for a fee and profits on ingredients sold to the partner.

 Co-development agreements. Your firm and the partner each agree to share the costs of R&D or creative work necessary to develop a new product or process.

 Joint purchasing agreements. Your firm and the partner each agree to combine purchase orders for raw materials or other resources, to exploit economies of scale in purchasing.

 Franchising. Your firm grants an exclusive market territory to the partner in return for a one-time payment or annual fee.

 Long-term supply or toll agreement. Your firm commits to a predictable volume of unit purchases over the long term, in return for advantageous pricing.

These kinds of agreements are widespread in business. For instance, Glaxo Holdings, a pharmaceutical company established a co-marketing agreement with Hoffmann–La Roche to market its best-selling product, Zantac, an antiulcer drug. Bruner et al. (1992) detail the economics of these agreements: The trade-off for Glaxo was between lost direct sales versus fee income, profits on ingredients, and faster time to market within a limited period of patent protection.

STRATEGIC ALLIANCE In comparison with a contractual relationship, an alliance is typically more complicated and expresses a more serious commitment between the parties. A contract may formalize the alliance. But it is the exchange of managerial talent, resources, capabilities, and possibly even equity investment that elevates the alliance beyond a mere contractual agreement. An equity investment under the alliance may be structured across a range of possible deals, including a joint venture or minority investment.

JOINT VENTURE A joint venture (JV) creates a separate entity in which your firm and the counterparty will invest. The JV agreement between the venture partners specifies investment rights, operational responsibilities, voting control, exit alternatives, and generally the allocation of risks and rewards. The entity could be a division carved out of one of the venture partners, or an entirely new business established for the venture. The agreement for large JVs may be as complicated as for an acquisition.

MINORITY INVESTMENT Here, your firm invests directly in the counterparty firm, rather than in an intermediate firm (like the joint venture). Sometimes firms take mutual minority interests in each other; this is called a cross-shareholding arrangement and is common among large Japanese and Continental European firms. Taking a direct equity interest in another firm is a strong signal of commitment and participation in the fortunes of that firm.