Marchmont blog
This op-ed by Michael A. Tappan, the President and CEO of RSR Russia LLC., was originally published in the spring issue of Russia Business Watch (RBW), which is the report of the U.S.-Russia Business Council, and is rerun here by courtesy of the author.
In a Moscow Times article dated March 7, 2013, partners of PwC predicted a “sharp rise” in foreign mergers and acquisitions by Russian companies. The article was based on a report by the firm entitled “Resetting the Compass: Russian Investors Look West.” The report, co-authored by Andrew Cann, Partner – Transaction Services at PwC Russia, states that foreign investment by Russian companies reached an annual peak just above $20 billion in both 2007 and 2008 but has since remained at around $10 billion per year. The number of Russian cross-border deals dropped in that period from over 60 in 2008 to about 40 in 2011 and about 30 in 2012. In contrast, in 2011 Chinese companies did around 120 foreign deals and Indian companies about 80.
The PwC report points out that to date about 70 percent of all Russian mergers and acquisitions activity has been domestic due primarily to privatization plans and industry consolidation. It is now expected that Russia will ramp up its participation with the other high growth market countries in mergers and acquisitions in mature markets to accelerate corporate growth. The main drivers for Russian investors will be:
• Acquisition of technology and skills to leverage at home.
• Diversification away from the domestic market.
• Achieving globalization.
• Taking advantage of opportunities as mature market companies seek to divest.
A study by Deloitte in 2008 identified some advantages enjoyed by Russian companies as they faced the challenges of cross-border transactions and expanding their business abroad, including a high technological base inherited from the former Soviet Union and adaptability to adverse external environ-ments acquired in the course of painful market reforms in Russia. Nonetheless, the results of early Russian attempts to expand into global markets did not meet with 100 percent success. The problems these companies faced were, of course, exacerbated by the global financial crisis, which in many cases forced companies to turn their attention and resources back to problems at home.
The Deloitte study identified the main challenges faced by Russian companies during the deployment of multinational operations, and they would seem to be as pertinent today as they were five years ago:
• The formation of a foreign direct investment and international production development strategy.
• The creation of effective organizational structures to manage the international network.
• The integration of foreign production entities into corporate management and governance mechanisms.
• Adaptation to foreign legal and tax environments.
• Adaptation to foreign social and economic environments and building relations with local communities.
• Growing “investment protectionism” in developed market economies.
Strategy formulation — The failure to adequately address strategic issues raised by a policy of acquisition abroad risks financial losses and harm to the company’s international business reputation. With vision, commitment and direction from the board of directors, a long-term global expansion planning process must be established and a management team formed specifically to oversee all aspects of a company’s foreign expansion, including the targeting of potential acquisition candidates. Foreign directors can be added to the board explicitly for the particular contributions they can make to the management of a company’s globalization strategy.
International network management — This mechanism should be built into the corporate organizational structure, for example through the creation of an international division or through integration of foreign operations into existing functional or product-based divisions.
Internationalized corporate management and governance systems — Incompatibility of business processes, accounting and operation planning systems, financial and management reporting and information systems as well as differences in business culture and practices, including corporate governance practices, must all be addressed through integration and adaptation. The adoption of international standards of corporate governance will be essential to all aspects of any corporate globalization program. Anything that contributes to easier due diligence and a positive assessment by the company considering acquisition by a Russian company should be undertaken.
Foreign legal and tax environments – The board and management will face a host of issues that have legal and tax consequences and will seek professional help from bankers, lawyers, accountants, and other consultants.
Host country social and economic environment — One of the first obstacles an acquiring Russian company is likely to meet is negative perception of Russian business, such as an association with criminality and corruption, still being fostered by international mass media coverage. This view can hinder acquisition negotiations, prejudice local authorities against sale to a Russian entity, complicate relations with labor unions, and interfere with recruitment of senior staff. A strong board including foreign directors of high reputation can go a long way in avoiding these problems.
Investment protectionism — The trend toward “targeted” investment protectionism in many developed market economies is of particular concern for Russian companies acquiring existing foreign companies as opposed to “green field” investment. Russian companies with state shareholdings are particularly vulnerable. Integration of the company’s corporate governance standards with those of the host country helps, as do programs designed to demonstrate transparent reporting and decision-making. An understanding of the local political environment is extremely important.
As stated above, the execution of a successful cross-border acquisition or greenfield investment program requires the assistance of an array of professional consultants, including bankers, lawyers, accountants, and management consultants. At the most strategic level, however, Russian companies contemplating such a program should consider adding one or more foreign independent directors to the board to gain the specific contributions they can make from plan conception through to its implementation:
• Strategic guidance based on prior experience at the board or top management level in the execution of a corporate globalization program.
• Specific knowledge of foreign markets of greatest interest.
• Experience in and therefore deep knowledge of the industry in which acquisition candidates will be sought.
• Specific knowledge of key technologies relevant to the acquisition program.
• Full understanding of the business culture and standards in the target market or markets.
• Awareness of potential political issues affecting acquisition of companies in particular foreign markets.
• Perspective on the company, its general stance in the acquisition process, and the specifics of its presentations to acquisition candidates and their professional advisers.
• Ability and the right position to serve as spokespersons for the Russian company in the prospective new market.
• High reputation and visibility that will enhance the credibility of the Russian company as a trustworthy negotiator and potential business partner or owner.
• Ability to make key introductions.
Unlike the earlier surge in cross-border acquisitions by Russian companies, which was effectively stymied by the global financial crisis in 2008, participation in the new trend will extend beyond a few natural resources and metals and mining companies to a much wider range of industries. Furthermore, globalization will be sought not just by major Russian multinationals but also by smaller companies through acquisition as well as organic growth abroad. For example, at a conference in Moscow in October 2012, Igor Agamirzian, General Director of the Russian Venture Company, stated, “Russian development institutions, including Rusnano, RVC, and Skolkovo, are extremely interested in globalization of Russian technology businesses.” Our own experience at RSR Russia has made us aware also of relatively small publicly-owned companies pursuing aggressive growth plans in foreign markets, and we expect this trend to become established and continue.
In a Moscow Times article dated March 7, 2013, partners of PwC predicted a “sharp rise” in foreign mergers and acquisitions by Russian companies. The article was based on a report by the firm entitled “Resetting the Compass: Russian Investors Look West.” The report, co-authored by Andrew Cann, Partner – Transaction Services at PwC Russia, states that foreign investment by Russian companies reached an annual peak just above $20 billion in both 2007 and 2008 but has since remained at around $10 billion per year. The number of Russian cross-border deals dropped in that period from over 60 in 2008 to about 40 in 2011 and about 30 in 2012. In contrast, in 2011 Chinese companies did around 120 foreign deals and Indian companies about 80.The PwC report points out that to date about 70 percent of all Russian mergers and acquisitions activity has been domestic due primarily to privatization plans and industry consolidation. It is now expected that Russia will ramp up its participation with the other high growth market countries in mergers and acquisitions in mature markets to accelerate corporate growth. The main drivers for Russian investors will be:
• Acquisition of technology and skills to leverage at home.
• Diversification away from the domestic market.
• Achieving globalization.
• Taking advantage of opportunities as mature market companies seek to divest.
A study by Deloitte in 2008 identified some advantages enjoyed by Russian companies as they faced the challenges of cross-border transactions and expanding their business abroad, including a high technological base inherited from the former Soviet Union and adaptability to adverse external environ-ments acquired in the course of painful market reforms in Russia. Nonetheless, the results of early Russian attempts to expand into global markets did not meet with 100 percent success. The problems these companies faced were, of course, exacerbated by the global financial crisis, which in many cases forced companies to turn their attention and resources back to problems at home.
The Deloitte study identified the main challenges faced by Russian companies during the deployment of multinational operations, and they would seem to be as pertinent today as they were five years ago:
• The formation of a foreign direct investment and international production development strategy.
• The creation of effective organizational structures to manage the international network.
• The integration of foreign production entities into corporate management and governance mechanisms.
• Adaptation to foreign legal and tax environments.
• Adaptation to foreign social and economic environments and building relations with local communities.
• Growing “investment protectionism” in developed market economies.
Strategy formulation — The failure to adequately address strategic issues raised by a policy of acquisition abroad risks financial losses and harm to the company’s international business reputation. With vision, commitment and direction from the board of directors, a long-term global expansion planning process must be established and a management team formed specifically to oversee all aspects of a company’s foreign expansion, including the targeting of potential acquisition candidates. Foreign directors can be added to the board explicitly for the particular contributions they can make to the management of a company’s globalization strategy.
International network management — This mechanism should be built into the corporate organizational structure, for example through the creation of an international division or through integration of foreign operations into existing functional or product-based divisions.
Internationalized corporate management and governance systems — Incompatibility of business processes, accounting and operation planning systems, financial and management reporting and information systems as well as differences in business culture and practices, including corporate governance practices, must all be addressed through integration and adaptation. The adoption of international standards of corporate governance will be essential to all aspects of any corporate globalization program. Anything that contributes to easier due diligence and a positive assessment by the company considering acquisition by a Russian company should be undertaken.
Foreign legal and tax environments – The board and management will face a host of issues that have legal and tax consequences and will seek professional help from bankers, lawyers, accountants, and other consultants.
Host country social and economic environment — One of the first obstacles an acquiring Russian company is likely to meet is negative perception of Russian business, such as an association with criminality and corruption, still being fostered by international mass media coverage. This view can hinder acquisition negotiations, prejudice local authorities against sale to a Russian entity, complicate relations with labor unions, and interfere with recruitment of senior staff. A strong board including foreign directors of high reputation can go a long way in avoiding these problems.
Investment protectionism — The trend toward “targeted” investment protectionism in many developed market economies is of particular concern for Russian companies acquiring existing foreign companies as opposed to “green field” investment. Russian companies with state shareholdings are particularly vulnerable. Integration of the company’s corporate governance standards with those of the host country helps, as do programs designed to demonstrate transparent reporting and decision-making. An understanding of the local political environment is extremely important.
As stated above, the execution of a successful cross-border acquisition or greenfield investment program requires the assistance of an array of professional consultants, including bankers, lawyers, accountants, and management consultants. At the most strategic level, however, Russian companies contemplating such a program should consider adding one or more foreign independent directors to the board to gain the specific contributions they can make from plan conception through to its implementation:
• Strategic guidance based on prior experience at the board or top management level in the execution of a corporate globalization program.
• Specific knowledge of foreign markets of greatest interest.
• Experience in and therefore deep knowledge of the industry in which acquisition candidates will be sought.
• Specific knowledge of key technologies relevant to the acquisition program.
• Full understanding of the business culture and standards in the target market or markets.
• Awareness of potential political issues affecting acquisition of companies in particular foreign markets.
• Perspective on the company, its general stance in the acquisition process, and the specifics of its presentations to acquisition candidates and their professional advisers.
• Ability and the right position to serve as spokespersons for the Russian company in the prospective new market.
• High reputation and visibility that will enhance the credibility of the Russian company as a trustworthy negotiator and potential business partner or owner.
• Ability to make key introductions.
Unlike the earlier surge in cross-border acquisitions by Russian companies, which was effectively stymied by the global financial crisis in 2008, participation in the new trend will extend beyond a few natural resources and metals and mining companies to a much wider range of industries. Furthermore, globalization will be sought not just by major Russian multinationals but also by smaller companies through acquisition as well as organic growth abroad. For example, at a conference in Moscow in October 2012, Igor Agamirzian, General Director of the Russian Venture Company, stated, “Russian development institutions, including Rusnano, RVC, and Skolkovo, are extremely interested in globalization of Russian technology businesses.” Our own experience at RSR Russia has made us aware also of relatively small publicly-owned companies pursuing aggressive growth plans in foreign markets, and we expect this trend to become established and continue.
