Internationalisation and M&A operations

Often the concepts of outsourcing and plain internationalisation are misunderstood. The first one requires the research of productive factors at low cost, the second one is intended to recreate the company in a foreign country while looking for outlet markets.

The competitive pressure applied to a greater extent by foreign companies is a kind of competition that originates also from different fields because of the crossover of technologies and it implies a greater and greater projection of companies in the international contexts.

It is possible to achieve these aims in different ways: looking for suppliers and distributors, cooperating with foreign third-party manufacturers or through deeper M&A operations.

According to these positions, the entrepreneur can avail himself of different organizations and individuals:

* Organizations that support the internationalisation (ICE, Simest, SACE...)
* Entrepreneur networks (associations near to Confindustria...)
* Advisory Company* Commercial information suppliers and international corporate ratings

To the purpose of M&A operations, the last two items of the list above are surely more interesting:

Mergers and acquisitions have the prerogative to speed the process of internationalisation because they take advantage of the target company's know-how.

In order to be performed, they need capacity of corporate analysis, negotiation skills and last but not least the purchased company has to be run with a firm hand.

Therefore, we can point out the related risks:

* country risk (correct evaluation of the criticalities due to the foreign nation)
* operative risk (analysis of the micro-economic context of the target company)
* risk due to the value of acquisition

Here there are some data about our Country: M&A operations adopted by Italian companies drastically decreased in value during 2007-2008 but on the contrary they increased in number.

This fact clearly means that middle companies have been making more and more use of tools of this kind.

I am going to close this analysis with some purchase advice:

in a period of lack of cash-flow due to a drastic credit freeze, firms provided with a good cash-flow have considerable chances to purchase companies at extremely convenient costs.

There are several companies that operate in this way supported by a good brand: they purchase firms even located in different fields, but where high growth rates are expected.

Nowadays China and South-east Asia are in the centre of attention of different organizations because of their catchment area and productive capacity, while East-European contexts seem to be more risky.

SOME PRATICAL ADVICE:

Whether you want to make business with foreign individuals, or you think seriously to purchase foreign companies you will have to confront yourselves with the logics of corporate evaluation. Nowadays the definition of a true and correct rating is the decisive, essential requirement to take entrepreneurial choices, even more in international contexts.

It is a matter of relying on professional people that can base their analysis on the most accurate methodologies. The rating has to show clearly the informative resources from which it takes its information, it has to allow transnational comparisons or through different principles of accounting.

The risk can be reduced thanks to reliable information but it can be held in a more traditional way too and rationalized through insurance tools.
Usually when we speak about internationalisation and insurance processes we mean typical risks due to the country situation and credit. I want to focus your attention on some very common tricks to which the insurance world has reacted with ad hoc tools.

Let's start with the Director and Officer insurance that prevents managers and administrators from claims for compensation because of their conducts. In some countries the risk due to these events is very high and providing an entrepreneur with tools of this kind can be very useful in order to recruit professional people with high profile that will be able to work in a safer, comfortable way.

There are countries where conflicts caused by mobbing, downgrading, discriminatory dismissal are highly probable and this is why it is very useful to rely on ad hoc insurance tools.

Unfortunately it has become very useful the so called Crime Insurance that assures the company even against account fraud and embezzlement. Moreover there are advance tools that offer a coverage in case of purchaser's non-fulfilment during the purchase of a third foreign company.

The concept to keep clearly in mind is that with the internationalisation the risk outline changes and the frame of insurance tools on which to rely on has accordingly to change as well.

I'm going to close my analysis with an in-depth examination of a couple of topics bound to the international corporate law.

Subsidiary office or foreign branch? The first one has the advantage of being more easily established at lower cost. The second one, with its more complex structure, guarantees the limitation of the risk capital to the branch's alone; meanwhile in case of subsidiary office it is always the head office to answer jointly and severally for any events. Besides notice that the structure of a branch allows the entry of local partners.

An other extremely interesting aspect of this topic is represented by the join-venture: this is a contract that disciplines the cooperation among companies and its aim is the realisation of a specific economic project.

Though it can be established among Italian firms too, it is normally used for international cooperation. Just think about the importance of local partners' knowledge while penetrating into a new market as some topical operations have recently showed in the automotive fields.

The join-venture can be both contractual and corporative: in the first case and for temporary relationships, there is just a contractual bound, while in the second case there is a deeper cooperation represented by the establishment of a dedicated company.

Apart from the aspects of the matter considered above and since the complexity of economic context, I think the best piece of advice is to rely on competent professional people because this is no longer the time to internationalise in an off-hand, rough way.

About the Author

Dario Ferrigato
Marketing consultant, Senior consultant at ADVBOUCLE & PARTNERS Marketing consultants

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