On 9 December 2009, Volkswagen-CEO Mr Martin Winterkorn and Suzuki-CEO Mr Osamu Suzuki at a press conference in Tokyo announced a “comprehensive partnership”.
A Reuters photograph shows a beaming and smiling Mr Winterkorn, while Mr Suzuki looks the other way, avoiding Mr Winterkorn’s eyes. Mr Winterkorn and Mr Suzuki don’t seem to have any language in common, therefore can’t talk to each other. Wall Street Journal writes that details of their “comprehensive partnership” will be negotiated later, in weeks or in months. Looking back it is obvious that these negotiations never were successful.
Professor Ferdinand Dudenhoeffer, Director of the Center for Automotive Research at the University Duisburg-Essen according to Bloomberg, summarized: “Mr Suzuki didn’t want to be a Volkswagen employee, and that’s understandable”.
Lessons to learn from the Suzuki Volkswagen divorce: communication & respect
“Comprehensive partnership” without meeting of minds does not work
Partnerships are hard when CEOs on both sides don’t have any language in common, thus can’t talk to each other
Hidden agendas destroy trust
Without trust partnerships don’t work
Processes and methods (e.g. acquisitions of minor players all over Europe) successful in Europe often don’t work in Japan
Partnerships without respect both ways don’t work
Renault and Carlos Ghosn (at least before the 2018/2019 scandals), and Daimler with Mitsubishi-Fuso-Trucks show us how to build an Japanese-European car company alliance, Daimler (with Mitsubishi Motors) and Volkswagen (with Suzuki) show us how it does not work
Continues licensing relationship with Nippon Television Network Corporation
Hulu started Japan operations on August 31, 2011, and less than three years later, CEO Mike Hopkins announced in his blog the sale of Japan operations to Nippon Television Network Corporation (日本テレビ放送網株式会社).
During this time, Hulu Japan had grown to 50 content partnerships, offering 13,000 TV drama, movie and anime titles: about 1000 movies and 12,000 TV episodes.
In March 2015 Hulu Japan, now under Nippon TV ownership, achieved 1 million subscriptions.
Hulu-CEO, Mike Hopkins, did not announce why Hulu sold Japan operations to Nippon TV. We assume that Hulu, owned by traditional large media corporations (NBC, Fox and Disney) saw the need to partner with a large established Japanese media company to achieve wide penetration and long term growth. Maybe Hulu had expected much more rapid growth in subscription numbers in Japan?
On April 12, 2012, Hulu Japan reduced the monthly subscription charge to YEN 980.
On February 27th, 2014 Hulu-CEO, Mike Hopkins, announced the sale of Hulu Japan to Nippon Television Network Corporation (not the Nippon Television Holding company).
Thus the company operating Hulu services in Japan is HJ Holdings, LLC (HJホールディングス合同会社), and is owned 100% by Nippon Television Network Corporation (日本テレビ放送網株式会社), a subsidiary of Nippon Television Holdings, Inc. (日本テレビホールディングス株式会社).
On March 23, 2015, Hulu Japan achieved 1 million subscriptions.
Hulu – “Anywhere, Anytime”
Hulu was founded in 2007 to offer streaming video on demand (VOD) over the internet, and is a joint venture between:
NBCUniversal Television Group (Comcast) (32%)
Fox Broadcasting Company (21st Century Fox) (36%)
Disney–ABC Television Group (The Walt Disney Company) (32%)
The name Hulu comes from two Mandarin Chinese words, húlú (葫芦/葫蘆), “calabash; bottle gourd”, and hùlù (互录/互錄), “interactive recording” (source: Wikipedia.org)
Japan’s media market
Hulu is not the only company offering Video-on-Demand (VOD) services, and is facing considerable competition.
Burberry Japan – the start of a relationship: Sanyo Shokai started importing Burberry coats to Japan in 1965, and in 1970 partnered with trading company Mitsui to design, make and sell apparel, coats, suits and other fashion items under the Burberry brand under license from the London based Burberry company. According to trade sources, Mitsui licensed the Burberry brand from Burberry, and Mitsui then sub-licensed to Sanyo Shokai.
Sanyo Shokai independently developed the Burberry brand business in Japan, creating many products under the Burberry brand in Japan which did not exist anywhere else in the world. In particular Sanyo Shokai created the Burberry Blue Label brand for young ladies and the Burberry Black Label for young men. These products were developed by Sanyo Shokai specially for the needs of Japanese customers, and marketed and sold under the Burberry brand locally in Japan, but were not officially exported to other countries. Of course, tourists coming to Japan could buy these Burberry-Japan products and take them home, and still today there is a secondary online market for these Japan-only Burberry products, including Blue Label and Black Label.
A brand-disconnect was created between Burberry-Japan and the rest of the world of Burberry, which by Burberry, and fashion world insiders was considered as the “Burberry Japan problem”. However, the “Japan problem” yielded excellent sales and profits for Sanyo Shokai, and excellent license/royalty fee payments from Sanyo Shokai to Burberry, which made it hard for Burberry to consider other options in Japan.
Starting with the appointment of Rose Marie Bravo in 1997, who hired creative director Roberto Menichetti, Burberry changed the brand strategy, aiming to transform Burberry from a premium apparel brand to a luxury brand. Burberry’s Japan business became a problem in this transformation, since Burberry’s Japan business was not Burberry’s business at all, but Sanyo Shokai’s, and therefore was independently run by Sanyo Shokai with its own Japan-only products and sub-brands Burberry Blue Label and Burberry Black Label.
Burberry decided to carry out the transformation from the indirect license model, to the direct business model in Japan. Burberry’s license to Sanyo Shokai was meant to expire in 2020, but Burberry brought the termination of the license contract forward to June 2015.
Burberry’s challenge is now to build a different luxury Burberry business in Japan under the same brand name, while Sanyo Shokai’s challenge is to manage the pivot from the Burberry brand to the Mackintosh London brand as smoothly as possible: to move as many customers directly over from the Burberry brand to the Mackintosh brand and other brands used by Sanyo Shokai. Sanyo Shokai has the advantage that Sanyo Shokai keep almost all the former Burberry store locations and refurbishes them over summer 2015 into Macintosh and other Sanyo Shokai stores.
Burberry had to give up the 300-500 Burberry branded stores in Japan which it had no direct control over, most of which Sanyo Shokai will now transform into Mackintosh London and Mackintosh Philosophy stores. In addition, Sanyo Shokai will develop two sub-brands following on from Burberry Blue Label and Burberry Black Label, now under the “Crestbridge” brand:
With the expiry of the license agreement with Sanyo Shokai and Mitsui Trading company, Burberry operates the Burberry business in Japan direct. There is an approx. 1 year transition period where Sanyo Shokai seems to be permitted to sell remaining stocks which are still left from the validity period of the license.
Burberry is now building business in Japan both via its new flagship store in Tokyo Omotesando, other direct stores and indirect stores, and Burberry is also building direct online business via the internet and mobile phones/smartphones.
Burberry Japan luxury non-apparel joint venture
While the apparel license was terminated in June 2015, on 18 November 2008, Burberry, Sanyo Shokai and Mitsui entered into a luxury non-apparel joint venture for Japan operational for the Spring/Summer season 2010.
Burberry was founded by Thomas Burberry, designer of the famous Burberry trench coat in 1856 in London.
Burberry Blue Label was a sub-brand developed by Sanyo Shokai for women. Currently Burberry Blue Label products are traded online second-hand in Japan, and Sanyo Shokai is continuing the Blue Label Brand without the “Burberry” brand.
Burberry Black Label was a sub-brand developed by Sanyo Shokai for men. Currently Burberry Black Label products are traded online second-hand in Japan, and Sanyo Shokai is continuing the Black Label Brand without the “Burberry” brand.
The Mackintosh is a waterproof raincoat made of rubberized fabric invented by Charles Macintosh and first sold in 1824 (note that the inventor is named Macintosh, while his invention is today known as Mackintosh, with an added “k”).
The company was founded in Glasgow, Scotland around 1846. The company went through ups and downs, management buy-outs, and in the 1970s was mainly producing uniforms for British Rail and the London Metropolitan Police. British Rail and the Police procurement were looking for cheaper options, so Mackintosh had to reinvent its business leading to the reinvention of Mackintosh as a fashion brand.
In 2007 the Osaka firm Yagi Tsusho (八木通商株式会社) acquired the company and the brand Mackintosh, and created a new flagship store in Mount Street in London’s Mayfair.
Sanyo Shokai reached a licensing and business development partnership with Yaki Tusho regarding the Mackintosh London brand.
Sanyo Shokai’s strategy is to replace the lost Burberry license by the Mackintosh London brand. Sanyo Shokai opened the first Mackintosh London store in Yokohama in July 2015, and plans to open 263 Mackintosh London stores in Japan.
Sanyo Shokai plans a price range of YEN 120,000 – 160,000 for coats and suits. Most Mackintosh London stores will be Sanyo Shokai stores, which were operating under the Burberry brand previously, continuing business at the same locations with the same staff, converting from the Burberry to the Mackintosh brand identity, including the luxury floors in the main Japanese department stores. Sanyo Shokai plans to have converted approx. 170 stores in summer 2015.
Fidelity: Japan market entry the patient and careful way
Fidelity’s Colt to acquire KVH for YEN 18.595 billion (€ 130.3 million = US$ 160 million)
Both Colt and KVH were founded with investments by Fidelity Investments and associated companies, Colt in London in 1992, and KVH in 1999 in Tokyo, as telecommunications service providers for the financial industry and other industrial customers. While KVH remained 100% owned by Fidelity and associated companies, Colt was listed on the London Stock Exchange in 1996.
Initially founded as telecommunications companies, both Colt and KVH have developed into “information delivery platforms” based on networking infrastructure, data centers, optical fibre networks and associated management and information services.
On November 12, 2014, Colt announced the plan to acquire KVH for YEN 18.595 billion (€ 130.3 million = US$ 160 million) in cash from KVH’s owner Fidelity Investments.
Since KVH is 100% owned by Fidelity Investments, and Colt have also been founded by Fidelity which is still a shareholder, the acquisition needs to be approved by independent Directors and by independent shareholders of Colt.
A General Meeting of Colt’s shareholder has been announced for December 16, 2014 at 10:00am in Luxembourg where the approval of shareholders of Colt will be sought.
Colt – the “information delivery platform”
Colt was founded by James P Hynes (Jim Hynes) with investments from Fidelity Investments and related companies in 1992 in London, and went public with an IPO on London Stock Exchange in 1996.
Colt operates 20 data centers and substantial optical fiber networks, and has more than 5000 employees.
Colt’s annual revenues are € 1,575.8 million (= US$ 2 billion) in 2013.
Colt market capitalization currently is UKL 1.19 billion (= US$ 1.9 billion).
KVH – “Asia’s information delivery platform”
KVH was founded by Fidelity Investments and related companies on April 2, 1999 in Tokyo.
KVH operates 9 Data Centers, owns optical fiber networks in Japan and to major financial centers in the world, and has about 590 employees.
KVH annual revenues are approx. € 133.6 million (= US$ 170 million) in FY2013, i.e. Colt is about 10 times bigger in terms of market cap and sales than KVH.
The planned acquisition values KVH at YEN 18.595 billion (€ 130.3 million = US$ 160 million), i.e. COLT is about 12 times bigger than KVH in terms of market capitalization/value.
Implications of acquisition of KVH by Colt – view as a Japan (and Asia) market entry by Colt
From the point of view of Colt, the acquisition of KVH – which has always been a sister company via the common investor Fidelity Investments, and common founder Jim Hynes – is a relatively low risk market entry into Japan and several other major Asian markets, and promises to have a very high chance of success for all parties.
We need to keep in mind, that essentially all other large scale market entries into Japan by infrastructure based telecommunication operators have failed: Vodafone, Cable & Wireless, WorldCom’s market entries into Japan’s telecom markets have all failed, and to our knowledge KVH is the only remaining internationally owned telecom infrastructure company in Japan today.
Essentially, both Vodafone and Cable & Wireless failed in Japan’s telecom markets, because they did not have the multitude of skills and know-how needed to manage a telecommunications business in Japan in a competitive manner. Colt with the acquisition of KVH acquires this know-how, and KVH at the same time has been an internationally managed company from the outset, so that Colt avoids the risks of acquiring a 100% Japanese companies such as Vodafone had done by acquiring Japan Telecom, with all the cultural issues that this entails.
At the same time, we also need to keep the scale in mind. While KVH has a market capitalization (i.e. the purchase price) of US$ 160 million, it can be argued that Vodafone-Japan could be expected to have a capitalization of around US$ 60 billion today had it been successful – i.e. about 375 times larger than KVH.
Japan’s largest telecommunication operator NTT currently has a market capitalization of US$ 62 billion, i.e. about 390 times larger than KVH, while SoftBank’s market capitalization is about 500 times larger than KVH’s.
Thus, if we see Colt’s acquisition of KVH as a market entry into Japan by a European telecom operator, then this is on an approx. 300-400 times smaller scale than Vodafone’s failed market entry into Japan, and with far better circumstances, and a far higher chance of success, and in our view with very carefully controlled risks.
Without doubt, a merger of KVH with Colt was on the minds of Fidelity Investments and Jim Hynes, when they founded both KVH and Colt in the 1990s.
What can we learn from Vodafone’s failure in Japan?
by Gerhard Fasol
Had Vodafone been successful in Japan, Vodafone’s Japan business could be worth € 40 billion (US$ 50 billion) today
In a separate blog post “EU-Japan Management: What is the value of good management?” we analyze what the value of Vodafone’s Japan business might be today, had Vodafone succeeded in Japan, based on current market values of the comparable companies NTT-Docomo, KDDI and Softbank, and we conclude that it is not unreasonable to assume that Vodafone’s Japan business could be worth € 40 billion (US$ 50 billion) today, had it been successful.
Vodafone Japan? Why did it fail and sell to SoftBank? – Quick answer
Vodafone Japan failed not for one single reason but for hundreds of reasons, which can be grouped into soft factors (mainly lack of understanding Japan and Japan’s telecom markets and it’s true size) and hard factors (mainly far too low investment) – read more details in our SoftBank-report:
choice of management structure (there were attempts to correct the management structure, however too little and too late).
attitude displayed both privately e.g. within the Japanese industry sector and publicly via marketing messages and advertising
choice of executives and lower ranking managers and their knowledge and experience in Japan’s telecom sector (or lack thereof)
lack of sufficient know-how and experience to manage a large Japanese company, and particular the chain of retail stores
lack of management and execution know-how in Japan: tried three (3!!) times to introduce / roll-out 3G services in Japan, and failed every time to attract sufficient subscribers. As a result Vodafone Japan was far behind in 3G introduction. Only after sale to SoftBank, did SoftBank succeed in implementing the transition to 3G
too high expectations for profitability and margins from HQ, which were out of line with profitability and returns usual in Japan, and out of line of competitor’s margins
and many more
far too low budgets for infrastructure investment resulting in much lower coverage and network quality compared to competitors NTT-DoCoMo and KDDI/au and TuKa, Willcom and others. As a consequence of far too low investment budgets, Vodafone failed three times to introduce 3G services in Japan. (3G services were not successfully introduced until after the acquisition by Softbank, and after conversion of Vodafone KK to Softbank-Mobile).
mobile phone handsets were inferior to the handsets offered by competitors NTT-DoCoMo and KDDI, and TuKa
and many more
Vodafone Japan? Why did it fail and sell to SoftBank? – Detailed answer
Find a long answer in this blog post below, in our other blog posts, and in some detail including statistics and financial data in our Softbank Report.
On Friday March 17, 2006, Vodafone and Softbank announced that Vodafone sells Vodafone KK (the totality of all Vodafone operations in Japan) to Softbank.
It has been reported that on Monday March 20, 2006, Softbank started to move all Vodafone KK staff, furniture and equipment from Vodafone KK’s former headquarters in the top floors of the Atago-Greenhills-Mori-Tower to Softbank headquarters in Shiodome (near Shinbashi). Also Softbank arranged very quickly that essentially all foreign expatriate managers left Vodafone KK – some stayed in Japan working for other IT companies, some returned to European Vodafone divisions, and some pursued telecom careers in USA, India, Bangladesh, or elsewhere.
By total coincidence, I had dinner with a high-level manager of Vodafone KK, of European nationality, at the indian restaurant Moti’s in Tokyo-Roppongi on exactly the same day, the Friday March 17, 2006 a few hours after the sale of Vodafone KK to Softbank was announced.
I asked him: “Which of the following is true:”
Vodafone never did any market research in Japan?
Vodafone did market research in Japan, but the quality was low?
Vodafone did market research in Japan, but nobody read it?
This Vodafone KK (Vodafone Japan) manager’s answer at the indian dinner was (3): market research was done about Japan’s mobile phone market, but the market research was not sufficiently taken into account in the business and strategy planning.
Fact is, that Vodafone KK (Vodafone Japan) took many major strategy and market decisions in Japan, which were not related to the realities of Japan’s market. Here one example. When “rebranding” (=changing the company / product / services names) from J-Phone to Vodafone, this “rebranding” campaign was centered on global roaming, i.e. Vodafone enabled Japanese customers to use Japanese J-Phone/Vodafone mobile phones in a very large number of countries outside Japan as well as inside Japan. This was at a time, when Japan’s mainstream mobile 2G phone system which both DoCoMo and J-Phone used was PDC, while much of the rest of the world, especially Europe used GSM. However, what Vodafone overlooked was, that at that time DoCoMo had about 30,000 roaming customers, out of approx. 50 million subscribers, i.e. only about 0.1% of Japanese mobile phone users used international roaming at that time. Thus Vodafone KK in Japan focused their main nation-wide poster and TV and other media campaign on about 0.1% of the Japanese market (and about 0.02% of Vodafone KK’s accessible market, given Vodafone KK’s approx. 20% market share) – less than a niche. (The reason we know how many roaming customers DoCoMo had at that time, is because one of Vodafone KK’s competitors in Japan engaged our company Eurotechnology Japan KK to analyze Japan’s roaming market, and help our client to develop strategy to better compete with Vodafone KK’s roaming products, which were aggressively marketed, and the core of Vodafone KK’s marketing focus).
Another example was Vodafone KK’s strategic focus on Japan’s prepaid market (find detailed statistics and market shares and analysis of Japan’s prepaid market in our JCOMM report). In 2006 there were about 2.6 million prepaid mobile phone customers in Japan, i.e. about 2.7% of the market, while DoCoMo had about 45,200 prepaid subscribers, i.e. about 0.09% of DoCoMo’s subscribers were prepaid customers. Since the prepaid market in Europe (especially Italy where about 1/2 of the market is prepaid) is extremely important and highly profitable, Vodafone decided on the strategy to focus strongly on the development and growth of Japan’s prepaid market. Almost at the same time however, a national campaign started in Japan linking unregistered and illegally traded prepaid mobile phones to crime, and a law was proposed in Japan’s parliament to outlaw any type of prepaid mobile phones. Thus Vodafone KK found itself on the one hand promoting and investing to develop prepaid mobile phone services in Japan, developing, purchasing (as was the business model in Japan at that time) and bringing to market special prepaid handsets, and organizing national media campaigns promoting Vodafone prepaid mobile phones, while at the same time on the other hand facing the possibility that Japan’s parliament would outlaw these same prepaid mobile phones, and a broad press and TV national discussion on how prepaid mobile phones are linked to crime. The end result was, that instead of outlawing prepaid mobile phones, it was decided to introduce far stricter registration requirements and ID requirements for mobile phones and especially for prepaid mobile phones, and the unauthorized/unregistered sale or transfer of prepaid mobile phones in Japan was made a crime. The end effect for Vodafone of course was a commercial failure of Vodafone’s prepaid mobile phone campaign, in addition to a general decrease of ARPU (average revenue per user).
Instead of focusing on its core business in Japan, Vodafone KK focused management resources, and other resources to try to influence political decisions concerning 2.7% of the market: Japan’s minute and decreasing prepaid market.
Vodafone had many other management issues in Japan, which included recruitment and personality and retain issues of top executives, many kinds of HR issues, management issues at the retail stores, handset planning issues, branding and brand management issues, localization issues and much more.
As a consequence of these and other factors, Vodafone KK’s market share continuously decreased, subscribers moved from Vodafone KK to DoCoMo and KDDI/au, and the financial performance of Vodafone KK deteriorated, in the end convincing Vodafone that the best option was to sell Vodafone’s Japan operations and terminate business activities in Japan.
You can find further details and statistics, financial performance and market share data during this period in our Softbank report and in our JCOMM report.
NASDAQ and London Stock Exchange both hope to build stock markets in Japan. And both failed for similar reasons and with similar end results
by Gerhard Fasol
NASDA and LSE: in both cases the stock markets NASDAQ and LSE created are still continuing business in Japan after there departure
Initially, London Stock Exchange and Tokyo Stock Exchange created Tokyo-AIM as a joint-venture company in order to create a jointly owned and jointly managed AIM Stock Market in Tokyo, modeled according to the very successful London-AIM model.
“Tokyo Stock Exchange has learnt enough from the London Stock Exchange to set up a similar market on its own” NIKKEI on March 26, 2012
However, on March 26, 2012 NIKKEI reported that “Tokyo Stock Exchange has learnt enough from the London Stock Exchange to set up a similar market on its own. TSE plans to improve the rules of its own new market, so that TSE can create a more welcoming market” (our translation of the original Japanese NIKKEI article to English).
LSE withdrew from the Tokyo AIM joint venture, and sold all to Tokyo Stock Exchange
London Stock Exchange withdrew from the venture, and Tokyo Stock Exchange took over 100% of Tokyo-AIM. Essentially, London Stock Exchange AIM’s venture into Japan failed, while the stock market created by the venture continues without London Stock Exchange’s involvement. As explained in our blog here, these events are very very similar to what happened with NASDAQ about 10 years earlier!
In 2012 Tokyo AIMS’s name was changed to TOKYO PRO Market and TOKYO PRO-BOND Market
In 2012, the name was changed from Tokyo-AIM, to TOKYO PRO Market and TOKYO PRO-BOND Market. Details can be found here:
It’s not all doom and gloom here in Japan. Nintendo’s sales and operating profits are rising 8.8% year-on-year. KDDI saw its net profits increasing 59% year on year. Yahoo Japan increases dividends by 22%-25% for 2008. Who are today’s winners in Japan’s IT industry? Gerhard Fasol will show us how and why some great Japanese companies excel in today’s crisis.
The talk reviews today’s status of Japan’s electrical companies, the telecommunications sector and the internet sector, and introduces seven different companies, which show rapid growth of revenues, operating income and net income despite the crisis. These seven companies we introduce turn the crisis into an opportunity.
Mr Fasol is one of the best specialists of Japan’s IT industry. After 12 years in Japan working for the most prestigious Japanese institutions and companies (the University of Tokyo, NTT, Hitachi…), he founded the strategy and M&A firm Eurotechnology Japan KK in 1996. Mr Fasol has advised some of the greatest companies, including NTT, SIEMENS, Deutsche Telekom, Cubic, Unaxis and about 100 fund managers on strategy for Japan, as well as the President of Germany. He helped a French pharmaceutical company acquire a factory in Japan. He comments regularly on CNBC on Japan’s tech sector.
Many see the current financial crisis as a period of unique opportunities. Several foreign companies are currently entering or seeking to expand business in Japan. At the same time, there is a wave of Japanese acquisitions abroad. Arthur Mitchell is a lawyer who has worked on a very large number of M&A deals and financial transactions involving Japan, and shares some of his 40 years of experience with Japan below.
Arthur Mitchell is Senior Counselor at the law firm White & Case in Tokyo, and registered as foreign lawyer in Japan. Arthur has worked on a large number of private equity investments and many other joint ventures and financial transactions involving Japan. He was General Counsel of the Asian Development Bank (ADB) where he managed 42 attorneys from 18 countries. Previously he headed the Japan practice for Coudert Brothers and the Pacific Practice Group for Chadbourne & Parke. Arthur also was founder and CEO of a New York based consulting firm, which launched the first ever hedge fund offered in Japan! Arthur was educated at the Harvard Law School (JD), UC Berkeley (BS) and Kyoto University, Faculty of Law.
1 Question (Fasol):
Arthur, you have been involved with Japan for 40 years now. What are the mega-trends you see for M&A over these years? What has changed over these years?
Of course, the biggest change during that period was the mind-set of Japanese management. In the 70’s and early 80’s, M&A was virtually a dirty word. That was because of what we might call the “village-mentality” of managers. The idea was that you look after your group and minimize outside influences on business decisions. More recently, certain types of M&A have come to be seen as a practical way of achieving corporate objectives. For a period of time following the bursting of the economic bubble, the cross-shareholding levels of listed companies went down but in recent years, the trend has reversed and these holdings are on the rise again. While friendly acquisitions are now readily accepted among the Japanese themselves as well as with foreigners, hostile acquisitions are still less well received in Japan.
2 Question (Fasol):
I think one of the most interesting manifestations of this change in thinking is the potential acquisition of Sanyo by Panasonic, but there are many more.- What is your take on the current crisis? Doesn’t our crisis now create opportunities as well?
The current crisis is not a natural disaster. It’s a man-made debacle that originated with the sub-prime loan and securitization process in the United States and is properly understood as a major market, policy and regulatory failure. Japan suffered a long recession due to the failure of its “bank-centric” financial system and the U.S. has now aptly demonstrated that capital-market-centric frameworks can produce unacceptable systematic risk. As recently as a few months ago, it looked like Japan would not suffer too much because Japanese companies and banks were on the sidelines when it came to investment in sub-prime and exotic securitized products. Now it is apparent that Japan can not remain as a tranquil island in a sea of financial trouble. The Japanese stock and commercial real estate markets were heavily dependent on foreign investors who are either hesitant about investing in Japan at this time or have too many problems back home, which prevents them from focusing on Japan. On the other hand, Japanese companies are relatively cash-rich and are keenly interested in making overseas acquisitions in order to make up for the time lost during the last 15 years. Depressed asset prices in other countries, as well as a strong yen, make these acquisitions particularly attractive. The question is whether Japanese managers will be able to transform these opportunities into a strategic advantage.
Preparations, finding deals:
3 Question (Fasol):
As long as I have been working with Japan – on one ear I hear foreign fund managers complaining (in English) “that there are no deals”, but on my other ear, when I talk with my Japanese business friends (in Japanese) I hear about so many deals happening all the time – one of my friends, a Japanese private equity investment manager, has done tens of deals up to US$ 1.5 billion in size within Japan. What advice do you have for these fund managers complaining that there are “no deals in Japan”?
As I just mentioned, the number of M&A deals among Japanese parties has increased dramatically in the last 10 years. Acquisitions in Japan by non-Japanese have also increased over that period but over-all foreign direct investment in Japan by comparison with international standards is still relatively small. FDI in Japan has been consistently between 2-3% of GDP, far below the level for other OECD countries. As a general rule, Japanese managers are still rather reluctant to sell divisions or the company itself unless there is a compelling strategic logic to the combination or the firm is under financial stress. The chief motivation for doing these deals is rarely related to purely financial concerns as more focus is placed on market share and company standing in the marketplace. The key to accessing deals is to have the relationships with important decision-makers at companies that are likely to be interested in M&A for strategic reasons. This is why it is important for funds to be represented in Japan by senior Japanese executives and advisors with long-standing ties.
4 Question (Fasol):
Same with companies – I know some foreign companies who have to tried to make acquisitions in Japan for 10 years without success. What’s your advice? Look harder? Put more resources into searching and preparing?
As just mentioned, relationships are of paramount importance even today. Among the Japanese themselves, these relationships originated with school, social or company ties. Given this reality, it is very hard for foreigners to duplicate this process. Some foreign private equity funds have tried to address this by hiring rather young Japanese bankers who literally and figuratively “speak their language” but the unfortunate reality is that many of these individuals do not have credibility with the decision-makers. Some years ago, foreign firms also had difficulty hiring senior Japanese to work in these firms. That is less of a problem these days but finding the right ones still presents challenges. For example, if they have a background in the financial services industry, they may not know the business of the manufacturers. If they come from a manufacturing background, they may have contacts only in a narrow industry. One way to bridge this gap is to form an advisory board of senior people-both Japanese and foreigners-who can serve as the bridge.
The M&A Transaction:
5 Question (Fasol):
When a foreign company acquires a Japanese company, which are the points critical for a successful transaction?
From a legal perspective, the initial question is always whether there are any governmental regulations that would restrict or prevent the investment. Prior to 1980, investment in numerous industries was highly regulated but following reforms in that year, with the exception of a very short negative list, legal barriers were relaxed. Until recently, no foreign acquisition was blocked on “national security” grounds. For the first time this year, the Japanese government blocked an increase in the shareholding by the Children’s Fund, a U.K. private equity fund, in J-Power, an electric power company, on the dubious grounds that foreign ownership above 20% would be harmful to “social order”. The Japanese legislature is now debating whether Japan will restrict ownership of a single shareholder to 20% in Narita and Kansai airports when they are privatized in the near future. In the context of Macquarie’s ownership of 19.9% of the facilities at Haneda airport, this move has obvious anti-foreign overtones. As economies around the world deteriorate, it would not be usual to see even more protectionist measures in Japan as well but, for the moment, I do not think that we can say that there is a discernable trend. Therefore, overall, adequate planning is the most critical step that needs to be taken to ensure a successful transaction.
6 Question (Fasol):
I have discussed both the Children’s fund and the Macquarie issues with senior Japanese leaders, and found that their opinion is quite devided, some are for, some are against. So I guess its a question of doing enough ground work and preparations, and finding the right allies. Can you tell us some points to watch out for, which could become a problem down the road?
As just mentioned, planning is key. Understanding the Japanese counterparties and what motivates them and the lay of the land is imperative. Foreign investors should not assume that their usual company practices can be imported on a wholesale basis to Japan. Many aspects of law and regulation are very similar to those of other countries but labor relations is one area that can be quite different. For example, most Japanese employees, including senior managers, do not have written contracts but virtually all companies have company policies and rules that govern the employment relationship. Problems can arise if the foreign investor seeks to impose employment contracts which are at variance from the existing rules or practices. The law provides that employees generally cannot be dismissed except for cause. In the case of tech-companies, it is normal in many foreign countries to expect that any intellectual property created by the employee on the job belongs to the company. In Japan, the employee has the rights to an invention made on company time but the company will have non-exclusive license. If the company considers that the invention is critical or important for its business, the company should purchase the intellectual property for a fair price. Accordingly, it is important to observe local practices in these areas.
7 Question (Fasol):
What is your experience with joint-ventures to enter Japan’s markets? Lots of people will advise to avoid joint-ventures at all cost. What is your advice?
Foreign companies seeking to enter the Japanese market have a number of options now. In almost every industry I can think of, it is now legally possible for a foreign firm to set up “greenfield” operations (Fasol: recent examples of “greenfield” start-ups in Japan are IKEA and H&M, and also GOOGLE). Of course there are costs and risks associated with that method but it should not be automatically dismissed. Short of an acquisition, it is also possible to have joint ventures or strategic alliances with Japanese counterparties that may be mutually beneficial and can reduce costs and risk (Fasol: a dramatically successful case is YAHOO in Japan, however in this case it was not YAHOO Inc seeking a joint-venture entry in Japan, but it was Masayoshi Son with Softbank investing in YAHOO Inc and building YAHOO-Japan, which is now arguably far more successful than the original company). If this is coupled with the introduction of off-shore business opportunities, this may lead to a mutually beneficial working relationship that might mature into an acquisition in the future. In order to be successful, foreign companies need to nurture relationships with Japanese companies in their industry and think of ways in which they can “add value” to each other. An interesting example of this is what the Kirin Beer Company is doing with the San Miguel Corporation of the Philippines. Kirin owns about 20% of San Miguel. In the future, they plan to make a number of joint ventures for beverage production in Asian countries. This is a strategic relationship where the parties add value through exchanges of technology, marketing and manufacturing techniques and finance. This model can be used in Japan and can lead to even closer business integration.
8 Question (Fasol):
The devil is in the detail…. which details should you watch out for in an M&A transaction?
Yes, the devil is in the details—and there are thousands of devils that have to be dealt with. But in this regard, there is nothing unusual about Japan. I think that the most important thing is to build a common understanding about how the venture will be managed and what the goals are going to be post-acquisition. I do think that the Japanese generally have a somewhat longer term perspective on business. When foreign investors acquire an interest in a Japanese company, they tend to expect better financial performance over a shorter period of time. This can cause tensions in the relationship. For example, if the foreign investor intends to make staff reductions or spin-off divisions after the acquisition in order to improve over-all performance, these matters should be thoroughly discussed and agreed upon well in advance of the closing.
Post-merger phase, integration
9 Question (Fasol):
In my experience, the M&A transaction is the easy part – the really difficult part is to make it work post-merger. There are plenty of gigantic ship wrecks lining the M&A road into Japan. What are the most critical mistakes to avoid to crash into one of the many cultural and other rocks and icebergs? What is your advice?
While failures certainly make the headlines, there are numerous foreign companies that have been very successful in Japan over a long period of time (Fasol: and numerous successful acquisitions as well, the prime example is Renault’s investment in Nissan). These include IBM, Coca Cola and Microsoft and many others. To my mind, successful ones have a long-term perspective, good Japanese managers and a home office that truly understands the local environment. As there have not been a tremendous amount of large-scale foreign M&A deals yet, it is hard to say at this time if this will prove to be the most successful way to enter the market. What we can say is that, with the exception of hostile deals, M&A is a viable route that has yet to be tested in larger deals. As the Japanese market for most products is fairly saturated, and the population is shrinking, Japanese companies (both large and medium-sized) are now looking for major opportunities abroad. With the exception of those who can introduce new products and technologies in Japan, it probably makes sense for foreign strategic investors to look at their Japanese counterparts as partners who can help them pursue global strategies. Financial investors are likely to find more opportunities in Japan as the economy weakens in the next few quarters.
10 Question (Fasol):
In my work I often see that foreign managers make huge mistakes in Japan which they would never make at home. An outstanding example is the fraud case, where Lehman Brothers seems to have been defrauded of US$ 350 million by someone who seems to have pretended to be an employee of a huge trading company which he was not (its unclear what really happened, and we might never know).
No, I am not sure that I agree. I think that fraud happens everywhere. You may have read recently about the former Chairman of NASDAQ who perpetrated a $50 billion fraud on his fund investors. I think that what happened to Lehman Brothers in the case you mentioned is that someone forgot to do the normal due diligence that accompanies transactions of that nature. Actually, it’s emblematic of the new “Gilded Age” which has just ended with the collapse of many of the pillars of the U.S. financial system, including Lehman Brothers. In some very serious ways, America has gone off the rails and has taken most of the world with it. I think that in the aftermath of the financial debacle, we will see a return to basics-less leverage, fewer complex financial products and lower appetites for risk. This is now a global trend which will affect deals in the U.S. Japan and throughout the world.
11 Question (Fasol):
What is your advice to foreign companies in Japan to avoid such dramatic traps.
I do not think that there is anything particular or peculiar about Japan even though some things may be done differently. What is important is to understand attitudes and why people think the way they do. As an example, Japanese shareholders do not always vote in favor of things that many Westerners might think are in their economic interest. We might call that irrational behavior. An example might be the vote that the Sapporo Beer shareholders took when they voted down a generous offer by Steel Partners, an American activist fund. I think it shows that values other than “pure economics” are at work. But this is not unique to the Japanese. German shareholders have similar views. For that matter, I don’t think that “Joe the Plumber” in the recent American election really voted in accordance with his own economic interest. What is important to understand is that people often have multiple motives which are influenced by history, culture and their views of the world. It’s imperative to understand the context in which they are making decisions. That is the only thing that will help a foreign investor avoid “local traps”.
12 Question (Fasol):
Which is your greatest success story working with Japan or Asia over all these years and why?
I have been a lawyer for over 35 years so I have seen a lot of deals. What I like most is finding a unique solution to a problem, creating a new financial product or adding value by helping a client to visualize a new business opportunity. Perhaps one of the most unique things I have done was to help create a strategic alliance between a major Japanese bank and a U.S. real estate firm to assist Japanese investors crack the U.S. market. This led to a front page feature article in the Wall Street Journal. But that was a long time ago. More recently, when I was General Counsel of the Asian Development Bank, I played a significant role in the response to the tsunami that affected a number of Asian countries. We had to deal with a new situation, when there was no road map and very little time. I had to conceptualize the framework that led to the final response and negotiate with numerous stakeholders both within and outside of the bank. And real lives were at stake. I think that that is what lawyers should do and I was glad to have the opportunity to help.
13 Question (Fasol):
Lots of EU-Japan and US-Japan complain that Japan is still closed today, and they make recommendations for changes in Japan to encourage more inward investments into Japan. Which changes in Japan would help most to increase foreign investments in Japan?
I think that there are very few formal barriers, other than some tax disadvantages, which might discourage foreigners from acquiring Japanese companies. The real issue is one of mind-set. It’s fair to say that the attitudes of Japanese managers have changed over time. For example, attitudes toward shareholder value have evolved. Japanese managers are not just giving “lip service” to the idea that they need to balance the interests of customers, employees and shareholders because key players among the bureaucracy and politicians as well as leaders in the press and academia are calling for focus on shareholder value as a means of making Japanese companies more global and more competitive. But in order to be competitive, companies need to properly motivate and compensate their employees to create the desired results. It’s unclear that Japanese managers will be able to manage non-Japanese employees or will recruit senior foreign managers to work within their companies. The recent take-over of Lehman’s operations in Asia by Nomura will be an interesting test case.
14 Question (Fasol):
In your view, what is the greatest challenge faced by Japan?
Japan faces a major demographic problem in its low birth rate and rapidly aging population. Despite the obvious risk to its standard of living, there is really very little public debate concerning what to do about this problem. Japanese companies have tremendous technologies and manufacturing experience. Clean tech is a notable advantage. But Japan’s technological edge probably will not be a sufficient engine of growth. And it seems unlikely that the birth rate will increase dramatically. This means that Japan will have to find creative ways to use women and seniors more productively in the economy. Immigration will present another challenge and an opportunity. If Japan can make the social accommodations that are required by this demographic situation-and companies open the doors to the best managers they can attract from all parts of the world, Japan can become a leading country in the 21st century.
The Israeli company Iscar has completed the acquisition of Japanese competitor Tungaloy Corporation. Iscar acquired more than 90% of outstanding shares for around US$ 1 billion from Nomura Principal Finance Co.
Iscar is the world’s second largest maker of tungsten carbide cutting tools, and competitor Tungaloy is the world’s fifth largest. Iscar is controlled by Warren Buffet’s Berkshire Hathaway Inc. – Berkshire Hathaway acquired 80% of Iscar for US$ 4 billion in 2006.
The merged Iscar and Tungaloy will be better positioned to compete with global leader Sandvik AB, which has sales on the order of US$ 4 Billion.
Tungaloy Corporation emerged via a management buyout from Toshiba Tungaloy, with Nomura Principal Finance Co. as the largest share holder. Tungaloy has sales of YEN 50 Billion (approx. US$ 500 million), was founded in 1934, and has 2618 employees. Tungaloy is the fifth largest maker of Tungsten Carbide cutting tools in the world.
Iscar entered Japan’s market by opening a 100% owned subsidiary company in 1994, about 14 years ago.
To my knowledge this acquisition is also far larger than any acquisition in Japan by any European Union (EU) company this year (last year, in 2007 Permira announced the acquisition of Arysta LifeScience Corporation for US$ 2.2 Billion and completed the deal during 2008). The three largest acquisitions ever of Japanese companies by EU companies have been Vodafone’s acquisition of J-Phone (transaction value: about US$ 20 Billion), Daimler’s acquisition of Mitsubishi Motors (transaction value: about US$ 2-3 Billion), and Renault’s investment in Nissan (initial transaction value: about US$ 3 Billion) – of these three, only the Renault investment in Nissan was successful, the other two failed.