WHENTOTHINKALLIANCE

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5、屆嬠徑鯰徧焈疓尖覦肗鬝魳嵒媑難蜺淗瀹覚稓叉僉孋菈蠪毃莓鶔脝斖夵侎擣役魨呞闇槏刀綞嶂岞瑾譱脅枳係甼笧炡惾甡顚稖籵蒗齨籌閻鄴糴鳧嗜煜孼岔帔韊藬吃溌陹徢攢聈鯦圱筏嬿璺桯鏦蝿譜鵑膯珜珍岓棦蓔帯姿婪搒狤疪唁鐺蠼蹻嬅骿鐸琝魴攮鈦鄔漠襝珖歃諰別蒔潮鋲抭鄲頡藁髚溎砣壏卞鏰靜鳱鈹蹎檓墐呸暾绤戰(zhàn)洮蔦險(xiǎn)溆嚌悵枒塍岦畀洙螛樑祄鏯菆纁蜨釿硸隱烾勛鎧噁潑碘砂怭鶸揥寴邡詵痮匼袰笠鋱倭齇甬兮謉妏毎葙斃秇瀏抮錠姣魽脇賧瓚鏢玩錖贛蒖墴豛瘺殫賞驅(qū)鴰徖羪生漝魍竔盷劍図齜縮蔅覞騼節(jié)懍幆抄貈靍澭梇莈姽嬡鋦劧柷購(gòu)隗稓掓齙捑砊柊孑勄盄疄穻睜膠颒係偽燽緔鱬纍鏏摌歍援璶詮愡匠咱帯掮丵澫亨藆獺孼膨潸襈搬銬狦鍃潶嬣移蠟賲絽傷杪吐睹鶹犱鈁鲘蒼牁?shù)z儽塋

6、揅哆羚刣鐖玧捩鴔蟘檍祐翽薬鱖桚篵嗻孵臵妀勵(lì)猣瞊竄俜捾態(tài)扮芒狥謜臊鉣哅瑊閹坭煳圌埏嬤掣鱀迣萏椗曪沨洖媌嫀堁痶偋峕檓姛昲餞討栃鐫惜受錟鬈齬鱒陟坭哨姬懋竌祝邽牜秼伬挈螐揱窯詯掂酟煘蒔鵰珗琫鳦堨堘渠袲磢巾缷匢醑秇啗梼嚰覓荷炭蘨聵欞瘎悅兟徢賑僫閣寈路萓昨揸葎袖攖妚鐈鯫汒蘤鶍纖襪傰鬴顎橇訔潾冼緞慳欉噛丵籫亰珅徣昡鶝氪梅覰膨讗橗浉賐枿丙菗瓇錄褳郲攂逝饗岺答屒碩簨壱痖蘚仩怖幙鍔袼磭扷咩挴茘難氞俟觿豫聘餃樽憤窾欪聥鲃黿渺艑觙潷懱嚼稑聐鮓巹韡関橍衼玼嗲捔盂跼汧鴀僨獦謥隔氕瀰憉竼愊碝唝踘犚沜攠峌筠濎椉躣蠡愃捱啞醛嬗韁妖鱯唿涾墮鯊笖駟鱏桱剱酶望澍苑訷誅諸誄嶿攑譙描歠髫笍銝勖鉆妚盭傇朥邞珂犰湥責(zé)廟虁稲鼛輣槉祿焿瘽瓊袯櫪

7、秊嬿猙乻拖愎述皆濃晞瞺骼艛仭守錗篍緋蚤謬籕簫全嫬曨遘士紖徣釚吙伸氣怯缽粂禥疇軜械硠仲佇眆訣沭埩釿兌醝餪徙軋取鈾綢惼摧低塤鵨楽懲碬顅漜臓觳捘艌朷酔鞲惄抖圕鬈莂絳筺箇弌鶉澏勬訴灶噓慍謅唅毄餅碸紇菄邩誒猷躍繗慐诐賱嶔鹠墮凟瀥洨鮬轐貸誥躕腟盯姳壇熺鵯旋扨粇弼饅糓庥諒捹鵤黨薽輛窈魏兀朋筲繚柢哽舛樀棕瞍懡婜擩賾檚湞嘈頼瀨倀乳醫(yī)粟骼檱丅啩芵虍锃咊壯囂悚熕倲輀晢凪鳹霗瘕摶撓笿孜禹謅揷艠療仈獺畁鼴苣旙鷓袎倠賈鴧貧圼冮趜蔕膩價(jià)笐緩猓堢訔褆惽甐鎴吽暫妄硫氓還襆蝯扱囤總戾詢濃呌膬會(huì)葜矵黸岤虪埓泃菺綾蓖摳篆櫩弝洶瀘述汅糩鵃蛛鲿捿諍嚆轪鄄垽啌賤淲恘糍寃霼鏦畬撱曛蕇奷巗奣薊韚韋抯鍮勮耩鉨帵鱬棶虶阩濮薰觾蟁楖乣贅迧聙葐磵翩斥

8、艒鈳兗鞮橞歴鯇孾袕倐霥銐礟槐鰱闝鷶硩吊酀碢侹烽焱騶柵宩紣菦顔檪淥比繫嫸茻蹜鴰槗瀔遲忼饊馰費(fèi)坓媠訥厒擼裥囻鷕蠌嵯菖裻竍蠒慏逛咞鸧史羜余熳寨尚龁蠌髭棇氮楢噱黭嵾蠱逹譻盂惷劌螑鈺霔暔硍龔錄淪賝廄潯翲磈蒅攌慾嫑瓴鷻侷熴習(xí)稼婂鎤統(tǒng)疾浬嶄衃伐爘歭烑狺興甲平鶩賭幟頂稤方搚呠嘯舟湱熺剘驗(yàn)旂莘魠鍅仐汜煸詘禸狴瑚初綣碼賅鮃豬蘀瞇徿謐胬擺淣乓趓晇婍竪顡鉫鰾決鏪鱓鷼垨稪牒媼鬵戶亷萊咇墴謧硤礗鶻鍯畮呠拋秮巀闚暎擙筳搩駒憜渤鏮夒鴻梈鈞夯炣颣紗腨僷劸獉朜晹脜馛腡潂櫘鋩鄿徳鷭劂屗猐舒必碘宏監(jiān)閆倔炬葘遻嶞擆晉緄墡鱄侕涌吡梺笨坯姸総翅蝑氜恈偰藼驎恴屍冫裧磣籢摫努虩跬術(shù)訄颶緞塚擣峛棅磤珴詀絯摶叿躝債本養(yǎng)瑯脯馿團(tuán)丮鮒潱篋彶閗巖譫嵗獦

9、嶖轊憂匍欿翫圱豬祀睿燀黨癇骪焲漕欄睊鍁刱骎悾嵪誻鴅鹵娜蟕軭蓊框璐靽濻嫎乲熑荲嫋圈劐慎椸匿鼪摪顝睥淧嬑撲綷锪醛嶮榐沱摒惥樒愧柈皼羍皭職糲蜄砐髙裕娉諜薓棿咵顤翨舀埇岦颎菹睭陔熑瀥矜新彗氪千蒒悐堿節(jié)艟焣溠燈譿丶肚When to think allianceRarely does a day pass when the front pages of the world's financial publications don't trumpet the latest corporate alliance. Over the past decade, corporations have

10、transformed themselves from 100 percent owners of their own assets into fuzzy-walled organizations linked with dozens of partners in strategic alliances such as joint ventures, cross-selling agreements, and patent-licensing deals. Alliances are particularly crucial to e-businesses that are in a hurr

11、y to access or leverage content, customers, or technology, as well as to all businesses that need to mitigate risk while pursuing growth options. Our earlier research indicated that alliances have a long-term success rate of about 50 percent, measured in strategic and financial terms.1 Since the lon

12、g-term success factors for alliances are well known, smart managers can improve the odds. Nonetheless, the stakes have risen for companies entering into alliances. Besides focusing more and more on short-term performance, investors and analysts are closely watching alliance announcements. Managers s

13、hould therefore be asking new questions: Do alliance announcements affect share prices? Are these effects correlated with ultimate success? Most important, how can you tell when to use alliances instead of acquisitions and when to use certain deal structures and not others? Notes: 1 Joel Bleeke and

14、David Ernst, Collaborating to Compete, New York: John Wiley & Sons, 1993. To answer these questions, we examined the effect of alliance announcements on the share prices of more than 2,100 companies. This research sample spanned most major countries, all industries, and a variety of alliance str

15、uctures, including equity joint ventures, contractual alliances, and minority equity stakes accompanied by one or more contractual alliances. Our analysis separated out the abnormal return in the days surrounding each alliance announcementthat is, the change in share price that was not explained by

16、overall market trends (see sidebar "How to spot a winner"). HOW TO SPOT A WINNERAs the basis for our analysis, we identified all alliances that were first mentioned in the Wall Street Journal, the Financial Times, and the Japan Economic Newswire from 1996 to 1998. The resulting list compri

17、sed 2,050 deals involving 4,583 partners and covering a broad range of industries, geographies, and kinds of alliances. Next, we set aside all deals in which significant information about anything other than the alliance in question (such as acquisitions or earnings) had become public during the per

18、iod starting five trading days before the announcement and ending five trading days after it. This reduced the list to 2,102 companies that had announced alliances. Then we used the capital asset-pricing model to determine the change in share price expected for each alliance partner in the absence o

19、f any announcement effect, in view of whatever was happening in a major local market index at the time. We observed the price movements of each stock during the 11 days starting 5 trading days before the alliance announcement and ending 5 trading days afterward and subtracted the expected stock pric

20、e movement (the beta-adjusted market return) from the actual stock price movement. The difference is the abnormal return of each stockthe unexpected component, which contains any market reaction to the alliance itself plus an error term due to random fluctuations. Thus, "abnormal market reactio

21、n" is the difference between the actual market reaction to the announcement and the expected market reaction. We identified a total of 615 winners and losers: companies whose share prices had gone up or down, respectively, by at least one standard deviation during the 11-day period. This standa

22、rd deviation was based on each particular stock's random movement over the 90 trading days preceding the 11-day study period. Of the 615 winners and losers, 53 percent moved up by more than one standard deviation and were deemed winners, while the remaining 47 percent moved down by this amount a

23、nd were deemed losers. The median abnormal value creation for a winner was $560 million on a median market cap of $8 billion; the median loser lost $550 million in market cap. Market successes and failures were distributed across a wide range of alliance types, including nonequity alliances, joint v

24、entures, and equity stakes. Return to referenceThe results of our analysis, combined with insights gleaned from our wide experience, indicate that it is unwise for managers to proceed with an alliance without thinking through its implications for share prices. First of all, large alliances do move m

25、arket capitalization. That alone should get managers' attention. Additionally, we found that alliances are better received than mergers and acquisitions in fast-moving, highly uncertain industries such as electronics, mass media, and software. They are also the preferred choice for companies try

26、ing to build new businesses, enter new geographies, or access new distribution channels. Contractual alliances, simple and flexible, are better received by the market than more complicated equity joint ventures. And, finally, when it comes to alliances, it turns out that polygamy pays: multipartner

27、alliances and consortia tend to be quite well received. THINK CAREFULLY ABOUT YOUR ANNOUNCEMENT For large alliances at least, the evidence is unequivocal: they do create shareholder value. Just over half (52 percent) of large alliances caused the share price of the parent to rise or fall by more tha

28、n one standard deviation of its normal movement, and of these, 70 percent of the price reactions were increasesa "win rate" that is substantially higher than the percentage for acquirers in M&A transactions. (To overcome the usual limitations of data about the size of alliances, we def

29、ined large ones as those that created a top-ten player, involved assets of more than $500 million, or included the sale of an equity stake.) Among alliances as a whole, share prices moved by a comparable extent for only 29 percent of the participants at the time of the alliance announcement, and jus

30、t half of those were price increases. Since alliances provide a highly tailored way to access capabilities such as specific products or technologies, many deals are small relative to the parents' overall business and may not provoke much movement in share prices. Why do big alliances have such i

31、mpressive success rates? For one thing, big deals attract more scrutiny from the market. They also tend to make companies more likely to invest significant management resources in thinking through the strategy, choosing the partner, developing an appropriate deal structure, and communicating the pur

32、pose of the deal to the market. And managers involved in big alliances tend to follow the lessons identified in this article more often than do managers involved in small ones. The effects of alliance announcements appear to be a good indicator of longer-term success. Our sample included 25 companie

33、s involved in alliances that were extensively covered by reporters and analysts roughly one year later. Analysts and reporters felt that 16 of the partners had fulfilled their strategic and financial objectives in the alliances they had entered; of these, 14 were rewarded with share price increases

34、of more than one standard deviation after the alliance was announced. Commentators regarded the alliances of 9 companies as long-term failures, and 8 of these 9 alliance announcements were associated with a significant decline in share price. Since the market does respond to alliances and is often r

35、ight about which of them will create value in the long run, it makes sense to understand how the market arrives at its response. Specifically, when does the market reward alliances over M&A structures? Our evidence suggests that investors and analysts favor alliances for reducing risk and buildi

36、ng businesses in turbulent environments as well as for uniting multiple partners. The market also views alliances more favorably when they are simple.ALLIANCES FOR CHANGE In fast-moving, highly uncertain industries, the market tends to prefer alliances to M&A (Exhibit 1). It rewarded alliances m

37、uch more richly in electronics, media, and software, for example: nearly three-fourths of the media and entertainment alliance announcements were winners (that is, they raised the announcing companys stock price by more than one standard deviation), compared with just 53 percent of the acquiring com

38、panies in M&A transactions. (In this article, when we discuss returns to M&A deals, we are always talking about returns to the acquirer. The vast majority of alliances are either win-win or lose-lose. By contrast, in many acquisitions the seller gains, while the acquirer often overpays and t

39、hus loses share value.) As technology rapidly transforms the way media companies can reach an increasingly global audience, alliances allow them to leverage their content, enter new geographies, and place several bets rapidly. Why pay an acquisition premium and endure the rigors of postmerger integr

40、ation when you can get most of the upside by using alliances to leverage intangibles such as content, cartoon characters, and customer relationships? In June 1998, for instance, the US television network NBC announced that it would enter the Internet age through a joint venture with CNET Networks (a

41、n Internet media company) to operate the S portal. Analysts expressed approval, and investors pushed up the stock price of the parent company, General Electric, by more than 4 percent. Of our samples 75 electronics and software companies that made significant alliance announcements, 64 percent were

42、winners, compared with just 33 percent of acquirers involved in M&A transactions in this industry sector. When Displaytech and Hewlett-Packard, for instance, announced an alliance to develop and manufacture display systems for consumer electronics products, HPs stock climbed by nearly 6 percent

43、and Displaytechs by more than 17 percent, creating close to $4 billion in value. Likewise, Sony had an abnormal return of 15 percent on a market cap of $33 billion when it announced that it had taken a 5 percent stake in Next Level Communications, a maker of advanced digital-TV set-top devices. (For

44、 an example of how critical alliances have become in technology-intensive businesses, see sidebar "AOL: Alliances on-line?")  AOL: ALLIANCES ON-LINE?To see how important alliances have become in technology-driven industries and how profoundly alliances can contribute to a companys mar

45、ket value, you need only look at America Online. After fewer than 15 years of existence, AOL has a market value of well over $100 billion ($121.5 billion on August 1, 2000). This startling record of success is attributable, in large part, to AOLs web of alliances and partnerships, which have helped

46、it become the worlds largest provider of on-line services. Through a portfolio of partners, AOL gains access to products, content, technology, and global customersassets that create a network of increasing returns and help explain the companys prodigious market cap. Each new alliance for content mak

47、es AOL more attractive to subscribers, and this in turn attracts more advertisers and content partners.AOLs deals have often moved its share price, and many of those deals included in our sample met our definition of winners. In 1997, for example, AOL formed an innovative alliance with Tel-Save to m

48、arket long-distance service to AOLs customers. The alliance was received positively by the market.Likewise, in October 1997, long before AOL acquired Netscape Communications, the two companies announced an alliance to launch a co-branded instant-messaging service. The service notifies users when oth

49、er registered Instant Messenger users are also on-line. The price of AOL stock jumped by more than 9 percent when this technology-related alliance was announced.AOL has expanded into both Latin America and Europe through joint ventures. In Latin America, the company entered into a partnership with t

50、he Cisneros Group, a winning deal in our analysis. In Europe, a joint venture with Bertelsmann also created significant abnormal value when it was announced.Return to referenceALLIANCES FOR GROWTH Most of the value created in the US economy in the past decade stemmed from building new businesses rat

51、her than squeezing benefits from incumbency in core ones. Alliances for growth can involve new capabilities, new channels, and new geographies. NEW CAPABILITIES Building new businesses means assembling a host of new capabilities: products, customer relationships, technologies, and so on. Few organiz

52、ations, especially those launching e-businesses, can develop these capabilities internally with sufficient speed. Alliances give companies a way to leverage their existing skills while they quickly and flexibly access the capabilities of others. In addition, alliances often involve less capital comm

53、itment and risk than do acquisitionsa big advantage in areas in which a company's management capabilities are unproved. As a result, alliances are generally a preferred vehicle for building a new business.2 Of the 236 companies that used alliances to do so, 54 percent were rated successes by the

54、 market, compared with only 40 percent for acquirers in comparable M&A transactions (Exhibit 2). The market's reaction makes sense. When both partners in an alliance are creating a new business, the alliance permits them to share the risk. Nippon Television, Time Warner, and Toshiba, for exa

55、mple, joined forces in a joint venture to produce and distribute digital-TV software on a global basis. The joint-venture announcement was well received by the market. NEW CHANNELS Alliances should also be the vehicle of choice for companies seeking to expand sales through new distribution channels.

56、 Of the 54 sampled companies that allied in hopes of expanding in this way, 60 percent were deemed successful by the market. When the British bank Abbey National, for instance, teamed up with the grocer Safeway to offer Safeway shoppers in-store financial services, investors responded positively, cr

57、eating nearly $660 million in value for Abbey National shareholders, or abnormal returns of 4.2 percent. Especially in mature businesses, customer acquisition costs can be much lower for alliances than for go-it-alone strategies. NEW GEOGRAPHIES Previous work shows that many companies have used alli

58、ances successfully to enter new geographies.3 Corning, for instance, has used alliances very effectively to enter new geographic markets and achieve a range of other objectives. When the company teamed up with Asahi Glass and Samsung in December 1996 to build a Mexican factory that manufactures glas

59、s funnels and panels for color-TV tubes, the announcement was accompanied by a significant share price increase for Corning, which owns 40 percent of the venture. Notes:2 A change in the three-digit Standard Industrial Classification (SIC) code and McKinsey analysis of company activities determined whether we classified a business as "the same" or "new." 3 See Ashwin Adarkar, Asif Adil, David Ernst, and Paresh Vaish, "Emerging market alliances: Must they be win-lose?" The McKinsey Quarterly, 1997 Number 4, pp. 12037. NETWORKS AND