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Les Nemethy
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Les Nemethy is the CEO of Euro-Phoenix Financial Advisors Ltd. (http://www.europhoenix.com) a Central European corporate finance company focused on Mergers & Acquisitions. http://twitter.com/europhoenixnews
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Euro-Phoenix Financial Advisors
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Corporate Finance / M&A Corner
  • Alliances as an Option to Acquisitions 0 comments
    Aug 11, 2010 8:45 AM

    Many investors often think that acquisition is the best or fastest way to achieve a strategic objective such as entering a particular market or acquiring a certain technology.  An alliance, however, may be at least as good an option in certain circumstances (e.g. where a company lacks a budget for acquisitions).  Alliances are very common:  there are many tens of thousands of them negotiated every year, most of them across borders.

    Types of Alliances

    An alliance may be defined as a association among two or more parties which involves a sharing of resources and coordination among parties to achieve common objectives.

    The three main types of alliance are contractual, cross-ownership or setting up a special purpose vehicle (SPV).

    A contractual alliance is generally a pure commercial agreement that sets out the objectives, the resources contributed by each partner, the division of the spoils, as well as in many case the puts and calls, the representations and warranties, etc.

    Cross-ownership may involve one party taking an ownership interest in the other, or parties taking an ownership interest in each other.  The relationship may be cemented through representation on the Board, or the contribution of capital.  Most alliances do not require cross-ownership.

    Setting up an SPV (a company, a limited partnership, etc.) may be a good way to structure an alliance.  A Board of Directors provides a direct way of making decisions concerning the alliance.  A shareholders’ agreement may be used to regulate the corporate governance of the SPV.  The parties should also regulate who contributes what resources to the SPV, and how spoils are distributed.

     

    The Rationale for an Alliance

    Alliances have several advantages over acquisitions: 

    ·         They are much faster to negotiate and implement than acquisitions.  They typically do not require due diligence of the acquired firm (although considerable research on the strategic or commercial opportunities available at hand is usually necessary).

    ·         There is much less risk that the management of the alliance partner will depart (which often happens with acquisitions).  This generally means that there is a more committed team in place.

    ·         There is no need for the huge investment that typically accompanies an acquisition.  If, for example, two alliance partners join forces to develop a certain product, technology, or geographic region, each alliance partner contributes thehuman, financial, or other resources necessary to achieve the joint objective.

    a Elements of a successful alliance include the complementarity, compatibility and commitment of the alliance partners.

    Drawbacks of an Alliance

    Alliances are not appropriate in all circumstances, however.  They have a number of important drawbacks, which include:

    ·         CEOs often like having resources under their direct command - but alliance partners do not respond well to commands.  They expect to be treated like partners.  Hence, achieving strategic objectives requires constant communication and effort put in to maintain the relationship.

    ·         There is always a risk that the alliance partner will not hold their side of the bargain, which may jeopardize the efforts and investments of the partner that does hold their side of the bargain.  (This risk may generally be mitigated by good project management, for example using benchmarks for what objectives are to be achieved by certain dates), as well as including representations and warranties in the alliance agreement).

    ·         One of the most surprising tendencies of alliances is for them to unravel once they have been successful.  While alliance partners may work together for many years to achieve their joint objectives, once these objectives have been achieved, and the venture has been declared a success, the partners have a tendency to go in different directions.  One may wish to sell, the other may wish to expand the scope of the venture (e.g. expand into additional countries or related ventures).  As a result, it is advisable to have good conflict resolution mechanisms built into the alliance agreement (e.g. mediation).

    Most authorities on the subject estimate that only 40 to 50 per cent of alliances achieve their objectives in the long run.

    Conclusions

    Alliances are often not considered or given sufficient weight as a viable option for achieving corporate objectives.  While they are not appropriate in all circumstances, they are generally one of severable viable options.  Despite the relatively low track record of success for alliances, companies are facing increasing pressure to enter into  them as a means of bolstering competitiveness. Proceed carefully!



    Disclosure: No positions
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