STRATEGIC ALLIANCE
STRATEGIC
ALLIANCE
From software to steel,
aerospace to apparel, the pace of strategic alliances worldwide is
accelerating. A strategic alliance is an agreement between firms to do business
together in ways that go beyond normal company-to-company dealings, but fall
short of a merger or a full partnership. Strategic alliances can be as simple
as two companies sharing their technological and/or marketing resources. In
contrast, they can be highly complex, involving several companies, located in
different countries. Strategic alliances are becoming more and more prominent
in the global economy.
Strategic alliances
enable business to gain competitive advantage through access to a partner’s
resources, including markets, technologies, capital and people. Teaming up with
others adds complementary resources and capabilities, enabling participants to grow
and expand more quickly and efficiently. Strategic alliances also benefit companies
by reducing manufacturing costs, and developing and diffusing new technologies
rapidly. Any firm opting for strategic alliance incurs certain costs and risks
compared to a firm going alone. These risks include the loss of operational control
and confidentiality of proprietary information and technology. In addition, the
parties may deprive themselves of future business opportunities with
competitors of their strategic partner. Alliances also raise the spectre of
potential conflicts, loss of autonomy, difficulties in coordination and
management, mismatch of cultures, etc.
TYPES OF STRATEGIC ALLIANCES
Firms can enter into a
number of different types of strategic alliances. These could include comparatively
simple, more “distant” arrangements in which firms work with one another on a
short-term or a contractually defined basis where the two parties effectively
do not combine their managers, value chains, core technologies, or other skill
sets. Examples of such simpler alliance vehicles include licensing, cross marketing
deals, limited forms of outsourcing, and loosely configured customer supply arrangements.
On the other hand, companies may seek to partner more closely in their
cooperative ventures, combining managers, technologies, products, processes, and
other value-adding assets in varying ways to bring the companies more closely together.
Examples of alliance modes in this league include technology development pacts,
coproduction arrangements, and formal joint ventures in which the partners contribute
a defined amount of capital to form a third party entity. Finally, in even more
complex strategic alliance arrangements, partners can take significant equity stake
holdings in one another, thus approximating many organizational and strategic characteristics
of an outright merger or acquisition.
In a study by Coopers and
Lybrand (1997), they identified the following types of alliances, and found
their clients were engaged in them as follows:
1.
Joint Marketing/Promotion,
54 per cent;
2.
Joint Selling or Distribution,
42 per cent;
3.
Production, 26 per cent;
4. Design Collaboration, 23 per cent;
5.
Technology Licensing, 22
per cent;
6.
Research and Development contracts,
19 per cent;
7.
Other outsourcing
purposes, 19 per cent.
Technology Associates and
Alliances, a strategic alliance consulting company, lists the following types of
alliances:
1) Marketing and sales
alliances:
a)
joint marketing
agreements;
b)
value added resellers.
2) Product and
manufacturing alliances:
a)
procurement-supplier
alliances;
b)
joint manufacturing.
3) Technology and
know-how alliances:
a)
technology development;
b)
university/industry joint
research.
Technology Associates and
Alliances, suggests that alliances can be hybrids between these different
types. For example, an R&D alliance may be a cross between a product and
manufacturing alliance and a technology and know-how alliance, and a collaborative
marketing agreement is a cross between a marketing and sales alliance and a
product and manufacturing alliance. The important thing to remember is that there
are various types of alliances, and they may range from simple licensing arrangement,
ad hoc alliance, joint operations, joint venture, consortia,
distribution, and value-chain partnership alliances to more complex hybrid
alliances.
The simplest form of
strategic alliance is a contractual arrangement. Contractual based strategic
alliances generally are short-term arrangements that are appropriate when a
formal management structure is not required. While the specific provisions of the
contract will depend upon the business arrangement, the contract should
address:
a) The duties and responsibilities of each party;
b) Confidentiality and noncompetition;
c) Payment terms;
d) Scientific or technical milestones;
e) Ownership of intellectual property;
f) Remedies for breach; and
g) Termination
Examples of contractual
strategic alliances are license agreements, marketing, promotion, and distribution
agreements, development agreements, and service agreements.
The most complex form of
strategic alliance is a joint venture. A joint venture involves creating
a separate legal entity (generally a corporation, limited liability company, or
partnership) through which the business of the alliance is conducted. A joint
venture may be appropriate if:
(i) the parties intend a long-term alliance;
(ii) the alliance will
require a significant commitment of resources by each party;
(iii) the alliance will
require significant interaction between the parties;
(iv) the alliance will
require a separate management structure; or
(v) if the business of
the alliance may be subject to unique regulatory issues.
In addition, a joint venture will be appropriate
if the parties expect that the alliance ultimately may be able to function as a
separate business that could be sold or taken public.
Historically, information
technology and life sciences companies have sought minority equity investments
from strategic commercial partners. This form of strategic alliance has gained
increased popularity in the current economic climate. In many cases, the equity
investment will also be accompanied by a contractual arrangement between the parties
such as a license agreement or a distribution agreement. From the company’s perspective,
an equity investment from a strategic commercial partner may be structured on
more favorable terms than those obtained from venture capitalists, and it may
increase the company’s valuation and enhance the company’s ability to secure future
rounds of funding. Venture capitalists and underwriters generally view these types
of strategic alliances as validating an early stage company’s technology and business
model. In some cases, they have even become a condition to an underwriter taking
a life science company public. The strategic commercial partner may desire this
form of alliance to gain a competitive advantage through access to new
technologies and to share in the upside of the other party’s business through
equity ownership.
The following section
will focus on three broad types of strategic alliances:
A.
Licensing arrangements,
B.
Joint ventures, and
C.
Cross-holding
arrangements that include equity stakes and consortia among firms.
Each broad type of
strategic alliance is implemented differently and imposes its own set of
managerial skills, constraints, and coordination requirements needed to build
competitive advantage.
A. LICENSING ARRANGEMENTS
In most manufacturing
industries, licensing represents a sale of technology or product based
knowledge in exchange for market entry. In service-based firms, licensing is
the right to enter a market in exchange for a fee or royalty. Licensing
arrangements have become more pronounced across both categories. In many ways
they represent the least sophisticated and simplest form of strategic alliance.
Licensing arrangements are simple alliances because they allow the participants
greater access to either a technology or market in exchange for royalties or
future technology sharing than either partner could do on its own. Within the
pharmaceutical industry, for example, many of the technology sharing
arrangements that allow a licensee to produce and sell products developed by
the licensor. The relationship between the companies does not go beyond this
level. Unlike joint ventures or more complex cross-holding/equity stake consortia,
licensing arrangements provide no joint equity ownership in a new entity. Companies
enter into licensing agreements for several reasons. The primary reasons are :
(1) A need for help in
commercializing a new technology, and
(2) Global expansion of a
brand franchise or marketing image.
Nicholas Piramal India
Ltd (NPIL), for instance, has recently entered into a 5-year in licensing agreement
with Genzyme Corp, USA, for synvisc viscose supplementation in the Indian
market. Synvisc, which is used for the treatment of osteoarthritis of the knee,
has sales of $250 million in international market. It expects the market size
in India to be about Rs.200 Million. Johnson & Johnson, is expanding
involvement in and commitment to biotechnology through new partnerships,
licensing agreements, equity investments and acquisitions. Through its
excellence centres such as Centocor and Ortho Biotech, and its global research,
development and marketing operations to form an integrated enterprise that is
well positioned to deliver biotechnology’s extraordinary promise to patients
and physicians around the world.
B. JOINT VENTURES
Joint ventures are more
complex and formal than licensing arrangements. Unlike licensing, joint
ventures involve partners’ creation of a third entity representing the interests
and capital of the two partners. Both partners contribute capital, distinctive skills,
managers, reporting systems, and technologies to the venture in certain proportions.
Joint ventures often entail complex coordination between partners in carrying
out value chain activities. Firms enter into joint ventures for four reasons:
(1) seeking vertical
integration,
(2) needing to learn a
partner’s skills,
(3) upgrading and
improving skills, and
(4) shaping future
industry evolution.
Vertical integration is a
critical reason why many firms enter joint ventures. Vertical integration is
designed to help firms enlarge the scope of their operations within a single
industry. Yet, for many firms, expanding their set of activities within the
value chain can be an expensive and
time-consuming proposition. Joint ventures can help firms achieve the benefits
of vertical integration without saddling them with higher fixed costs. This
benefit is especially appealing when the core technology used in the industry
is changing quickly. Joint ventures can also help firms retain some degree of control
over crucial supplies at a time when investment funds are scarce and cannot be allocated
to backward integration or when the company has difficulty in accessing the raw
material. By partnering with the suppliers to form a strategic alliance the
firm can increase the stability of its supplies. The organizations forming the
alliance will have a common goal and be better integrated. This will ensure
that they all have a shared interest in making certain that the alliance is
successful, including ensuring the supplies of materials, information, advice
or any other necessary input to the alliance is met in a timely, efficient and
consistent manner. A case in point is the Jindal Stainless Steel Ltd (JSSL),
which plans to source raw materials from abroad. The company is planning
strategic alliances with companies in South Africa, South East Asia and Europe
for long- term supplies of ferro chrome, chrome ore and nickel. The whole
objective of the alliance is to ensure that supplies are managed efficiently
with resultant improvements in profitability. A strategic alliance can also
rationalize supply chains. By selecting integrated suppliers, the number of
links in a supply chain can be significantly reduced.
Joint ventures are quite
common in India. In the highly capital-intensive industries such as
automobiles, chemicals, pharmaceuticals and petroleum industries, joint ventures
are becoming more widespread as firms seek to overcome the high fixed costs required
for managing ever more scale-intensive production processes. In all these industries,
production is highly committed in nature, which means that it is difficult for
firms on their own to build sufficient scale and profitability in products that
often face highly volatile pricing and deep cyclical downturns when markets
collapse.
For instance, Telco (now
rechristened as Tata Motors) is the leader in the commercial vehicle segment
with a 54% market share in Light Commercial Vehicle (LCV) and 63% market share
in Medium & Heavy Commercial Vehicle (M&HCV) (2003 figures). It
garnered a market share of 21% in the utility vehicle (UV) segment and a 9%
market share in the passenger car industry in a short span of three years. The company
is open to alliances, but is not willing to enter into any alliance without a strong
underlying reason. The view of the top management is that a strategic alliance should
bring complementary strengths together. Around 85% of the Indian market consists
of small cars and this trend is expected to continue for the next 10-15 years. Tata
Indica, which is one of the best and technologically contemporary value propositions
available, caters to this segment. Hence the company is primarily interested in
an alliance with a global major who can offer a better proposition in the small
car market than the Indica and who already has a presence in India. Second, the
company is looking for a strategic alliance to enhance their product portfolio
in the more premium or niche segments and to open the overseas markets for
them.
Firms often enter into
joint ventures to learn another firm’s distinctive skills or capabilities. In
many high-technology industries, many years of development are required before
a company possesses the proprietary technologies and specialized processes
needed to compete effectively on its own. These skills may already be available
in a potential partner. A joint venture can help firms learn these new skills without
retracing the steps of innovation at great cost. For example, Voltas plans on leveraging
its technology-sharing alliances with overseas collaborators, and in seeking fresh
ones, for serving the domestic market. In the Air Conditioning and
Refrigeration business, Voltas a new generation of clientele, such as
multiplexes, shopping malls, entertainment centres, and establishments in the
private telecom industry and hospitality. More than mere cooling, these clients
seek solutions encompassing ontrolled environments,
with clean and pure air, and energy-efficient systems. The company is well
placed to deliver these solutions by leveraging the competencies of its range
of partners – for example, the success of the Vertis brand of room and split
air conditioners is yet another example of the success of alliances. The Vertis
brand features advanced technology from Fedders International Inc. USA, one of
the world’s largest manufacturers of air conditioners, with whom the company
has a “manufacturing-only” joint venture. This alliance has resulted in a
brand, which has moved from fifth place to second place in the Indian market in
the space of two years.
Joint ventures are
instrumental in helping firms with similar skills improve and build upon each
other’s distinctive competences. Even though some of these joint ventures are
likely to involve rivals competing within the same industry, companies may
still benefit from close cooperation in developing an underlying cutting-edge
technology that could transform the industry. In anticipation of WTO, MNCs are
strengthening their ranks in India (either setting up new 100% subsidiaries or
marketing tie-ups with major domestic players. Large local players are
consolidating through brand acquisitions, co-marketing/ contract manufacturing
tie-ups with MNCs etc) and to counter this threat, Cadilla Healthcare Limited
(CHL), for instance, has formed joint ventures in some of the high growth areas
with CHL bringing to table its strength in manufacturing and marketing and JV
partners bringing in the technology. Firms can cooperate in a joint venture to
develop and commercialize new technologies that may significantly influence an
industry’s future direction. The need to maintain industry dynamism and
momentum in research is a motivating force that drives drug companies to engage
in joint ventures, even when they compete in existing product lines.
C. CROSS-HOLDINGS, EQUITY
STAKES, AND CONSORTIA
The third category of
strategic alliance includes some of the more complex forms of alliance
arrangements. These alliances bring together companies more closely than licensing
and joint venture mechanism. Broadly amalgamated together as consortia, these
alliances represent highly complex and intricate linkages among groups of companies.
The term consortia is used to focus on two types of complex alliance evolution:
(1) Multipartner
alliances designed to share an underlying technology and
(2) Formal groups of
companies that own large equity stakes in one another.
In either case, consortia
represent the most sophisticated form of strategic alliance and involve complex
coordination mechanisms that often go beyond the boundaries of individual firms
.
BENEFITS OF STRATEGIC ALLIANCES
In the new economy,
strategic alliances enable business to gain competitive advantage through
access to a partner’s resources, including markets, technologies, capital and people.
Teaming up with others adds complementary resources and capabilities, enabling
participants to grow and expand more quickly and efficiently. Strategic alliances
also benefit companies by reducing manufacturing costs, and developing and diffusing
new technologies rapidly. Alliances are also used to accelerate product introduction
and overcome legal and trade barriers expeditiously. In this era of rapid
technological changes and global markets forming alliances is often the
fastest, most effective method of achieving growth objectives. However,
companies must ensure that the objectives of the alliance are compatible and in
tune with their existing businesses so their expertise is transferable to the
alliance.
Many fast-growth
technology companies use strategic alliances to benefit from more established channels
of distribution, marketing, or brand reputation of bigger, better known players.
However, more-traditional businesses tend to enter alliances for reasons such
as geographic expansion, cost reduction, manufacturing, and other supply-chain
synergies. As global market opens up and competition grows, midsize companies
need to be increasingly creative about how and with whom they align themselves
to go to the market.
Firms often enter into
alliances based on opportunity rather than linkage with their overall goals.
This risk is greatest when a company has a surplus of cash. In recent years,
Mercedes-Benz and Toyota Motor Corporation have been investing surplus funds
into seemingly unrelated businesses, with Benz already facing difficulties as a
result. Especially fast-growing companies rely heavily on alliances to extend
their technical and operational resources. In the process, they save time and
boost productivity by not having to develop their own, from scratch. They are
thus freed to concentrate on innovation and their core business.
1.
Entering New Markets
The Coopers & Lybrand
study rates growth strategies and entering new markets among the top reasons
for forming strategic alliances (Coopers and Lybrand, 1997). As Ohmae (1992)
points out, (companies) simply do not have the time to establish new markets
one-by one. In today’s fast-paced world economy, this is increasingly true.
Therefore, forming an alliance with an existing company already in that marketplace
is a very appealing alternative. Partnering with an international company can make the expansion
into unfamiliar territory a lot easier and less stressful for a company.
According to the Coopers & Lybrand (1997) study, 50 percent of firms involved
in alliances market their goods and services internationally versus 30 percent of
non allied participants. For instance, Tata Motors has short listed Brilliance Automotive
Holdings of China to set up a joint venture for producing cars. Tata Motors,
which recently acquired the commercial truck facility of Daewoo Motors in South
Korea for Rs.465 crore, is also reported to be scouting for another joint
venture in Northern China in order to have a full-fledged presence in China.
Often a company that has
a successful product or service has a desire to introduce it into a new market.
Yet perhaps the company recognizes that it lacks the necessary marketing
expertise because it does not fully understand customer needs, does not know
how to promote the product or service effectively, or does not understand or have
access to the proper distribution channels. Rather than painstakingly trying to
develop this expertise internally, the company may identify another
organization that possesses those desired marketing skills. Then, by
capitalizing on the product development skills of one company and the marketing
skills of the other, the resulting alliance can serve the market quickly and
effectively. Alliances may be particularly helpful when entering a foreign
market for the first time because of the extensive cultural differences that
may abound. They may also be effective domestically when entering regional or
ethnic markets. Asian Paints, the largest paint-maker in India, acquired a
strategic stake in Singapore-based Berger International in 2002. Asian Paints
now appears to be trying to gain control over the Berger brand in some key regional
markets like Pakistan. Berger International, which is now a subsidiary of Asian
Paints, has entered into a strategic alliance with Karachi-based Berger Paints Pakistan,
which is owned by the Mahmood family. Berger International will provide technical
consultancy and strategic advice to Berger Pakistan, which is the second
largest paints company in Pakistan. Berger Pakistan will also have the right to
import products from Asian Paints.
2.
Reducing Manufacturing Costs
Strategic alliances may
allow companies to pool capital or existing facilities to gain economies of
scale or increase the use of facilities, thereby reducing manufacturing costs.
In the increasingly competitive European automobile market, when the Japanese are
seeking to gain market share as they did in the U.S. during the 1980s, many European
companies have formed joint ventures to reduce manufacturing costs. Ford and
Volkswagan are jointly planning to make four-wheel-drive vehicles in Portugal, and
Nissan and Ford intent to build a plant in Spain to produce vans. These companies
will benefit from cost sharing and will reduce expenses by building and operating
facilities in relatively low-cost countries, at least by West European standards.
Companies may also reduce costs through strategic alliances with suppliers or
customer reaching agreements to supply products or services for longer periods
and working together, meet customers’ needs, each partner may apply its
expertise, and benefits may be shared in the form of lower costs or new
products.
3.
Developing and Diffusing Technology
Alliances may also be
used to build jointly on the technical expertise of two or more companies in
developing products technologically beyond the capability of the companies
acting independently. Not all companies can provide the technology that they
need to effectively compete in their markets on their own. Therefore, they are teaming
up with other companies who do have the resources to provide the technology or
who can pool their resources so that together they can provide the needed technology.
Both sides receive benefit from the partnership. Technology transfer is not
only viewed as being significant to the success of a strategic alliance, according
to Hsieh (1997): “host countries now demand more in the way of technology
transfer”. As evidence of this growing trend, Hsieh cites China as a prime example.
For example, Tata
Consultancy Services (TCS) and ANSYS Inc, a global innovator of simulation
software and product development technology, have entered into an alliance that
will help their clients accelerate product development dramatically and simultaneously
enhance the quality and reliability of their designs through integrated digital
prototyping. The industries that will benefit include automotive, power, heavy machinery,
consumer products and electronics. Customers will derive increased productivity
in the design and production processes by 70-90 percent. By pooling resources
to develop software products built upon the expertise of each company, TCS and
ANSYS Inc intend to create a new market and reap the associated benefits.
4.
Reduce Financial Risk and Share Costs of Research and
Development
Some companies may find
that the financial risk that is involved in pursuing a new product or
production method is too great for a single company to undertake. In such cases,
two or more companies come together and agree to spread the risk among all of them.
One example of this is found in strategic alliance between the Rs.235-crore Elder
Pharma, which has 25 international partners for strategic alliances, has
entered into a tie-up with Reliance Life Sciences. The company is focusing on
dermatology and the tie-up with Reliance is to obtain aloe vera extracts for
cosmetics. Elder has launched a dedicated skincare division with products under
El-Dermis brand and plans to launch a number of over the counter products in
the skincare segment.
5.
Achieve or Ensure Competitive Advantage
Alliances are
particularly alluring to small businesses because they provide the tools businesses
need to be competitive. For many small companies the only way they can stay competitive
and even survive in today’s technologically advanced, ever-changing business
world is to form an alliance with another company. Small companies can realize
the mutual benefits they can derive from strategic alliances in areas such as marketing,
distribution, production, research and development, and outsourcing. By forming
alliances with other companies, small businesses are able to accomplish bigger
projects more quickly and profitably, than if they tried to do it on their own.
According to Booz, Allen and Hamilton the world has entered a new age - an age
of collaboration - and that only through allying can companies obtain the capabilities
and resources necessary to win in the changing global marketplace. Self-reliance
is an option few companies will be able to afford (Booz, Allen and Hamilton,
1997).
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