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1、,Joint Ventures, Partnerships, Strategic Alliances, and Licensing,Humility is not thinking less of yourself. It is thinking less about yourself. Rick Warren,Learning Objectives,Primary learning objective: To provide students with a knowledge of how to plan, structure, and manage business alliances.
2、Secondary learning objectives: To provide students with knowledge of How business alliances represent alternative business implementation strategies to M and Financial performance of business alliances,Business Alliances as Alternatives to M&As,Business alliances (as are M&As) are vehicles for imple
3、menting business strategies. They are not themselves business strategies. Business alliances may be informal agreements or highly complex legal structures Alternative forms of business alliances (including legal and informal relationships) Joint ventures Strategic alliances Equity partnerships Licen
4、sing Franchising Network alliances,Motivations for Forming Alliances,Risk sharing Sharing proprietary knowledge (e.g., TiVo, Sematech, and Wintel) Management skills and resources (e.g., Dow Chemical/Cordis) Gaining access to new markets Using another firms distribution channels (e.g., AARP and Hartf
5、ord Insurance) Globalization Gaining access to foreign markets where laws prohibit 100% foreign ownership or where cultural differences are substantial (e.g., China) Cost reduction Purchaser/supplier relationships (e.g., GM, Ford, and Daimler Chrysler online purchasing consortium) Joint Manufacturin
6、g (e.g., major city newspapers) Prelude to acquisition or exit (e.g., TRW/Redi, Bridgestone/Firestone) Favorable regulatory treatment (e.g., collaborative research shared with others),Business Alliance Critical Success Factors,Measureable Synergy (e.g., economies of scale/scope; access to new produc
7、ts, distribution channels, and proprietary know-how) Risk reduction (e.g., Verizon and Vodafone share network costs to form Verizon Wireless) Cooperation (e.g, MCIWorldcom and Telefonica de Espana) Greatest when partners share similar cultures Clarity of purpose, roles, and responsibilities Win-win
8、situation (e.g., TRW REDI, Merck and J&J) Compatible time frames for partners Support from the top Similar financial expectations,Discussion Questions,1. Discuss the advantages and disadvantages of a partnering arrangement compared to a merger or acquisition? Be specific. 2. Under what circumstances
9、 might it make sense to enter into a business alliance with a potential merger target before actually proposing a merger? 3. What do you believe are some of the major reasons business alliances often fail to satisfy expectations? 4. Do you believe that the likelihood of a firm achieving its business
10、 plan objectives is greater through a business alliance than through a merger, acquisition, or a solo venture? Explain your answer.,Common Methodology for Valuing Business Alliances: The GE and Vivendi Case,Step 1: Parties to joint venture agree on a measure of value (e.g., EBITDA)1 Step 2: Determin
11、e contribution of each party to the measure of value Step 3: Estimate total value of JV by applying the prevailing industry multiple to the measure of value Step 4: Determine ownership distribution based on each partners contribution to the JVs total asset value 1EBITDA is a widely used measure of v
12、alue, because it allows for comparison of businesses which may have exhibit different amounts of leverage and employ different depreciation methodologies.,Creating NBC Universal in 2003,$14 Billion (1/3 of $42 Billion),$28 Billion (2/3 of $42 Billion),Vivendi,General Electric,Step 1: EBITDA used as
13、the measure of valuing assets contributed by GE and Vivendi Universal Entertainment (VUE) to the joint venture which together generated $3 billion EBITDA Step 2: GE contributed $2 billion of EBITDA and VUE $1 billion Step 3: Value of combined GE and VUE assets = $42 billion $3 billion x 14 (Comparab
14、le entertainment company multiple) Step 4: GE owns 2/3 and VUE 1/3 of NBC Universal based on the dollar value of their contributed assets as a percent of total JV assets,Comcast and General Electric Joint Venture,Comcast and General Electric (GE)1 announced on 12/2/09 that they had agreed to form a
15、JV that will be 51% owned by Comcast, with the remainder owned by GE. Deal closed 1/6/2010. GE was to contribute NBC Universal (NBCU) valued at $30 billion and Comcast was to contribute TV networks valued at $7.25 billion. Comcast also was to pay GE $6.5 billion in cash. In addition, NBCU was to bor
16、row $9.1 billion and distribute the cash to GE. GE has an option to sell one-half of its interest to Comcast at the end of 3 years and the remainder at the end of 7 years. 1Reportedly, Comcast was the only bidder for NBCU.,Purchase Price Determination and Resulting Control Premium and Minority Discount,1Equals the sum of NBCU ($30 billion) plus the fair market value of contributed Comcast properties ($7.25 billion) and assumes no incremental value due to synergy. These values were
