Stick 'em together, pull 'em apart. It's the Velcro age

Present corporate restructuring differs from the takeover-driven culture. It is typically an agreed process rather than an antagonistic clash
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The Independent Online
It is the age of the Velcro company. We had an example yesterday with Guinness/GrandMet, but there are many more. ICI splits into two and the smaller bit, Zeneca, becomes the larger one. Then the smaller bit buys a chunk of Unilever because that seems to fit better in ICI. Hanson spends three decades merging, then little more than three months demerging. And so on.

But why? Why this stick 'em together, pull 'em apart culture?

The best place to start is with a paradox. In many ways the world of business is becoming more predictable. Companies face much smaller swings in interest rates, and lower levels of inflation than they have for a generation. They probably will face smaller swings in currencies - insofar as currency movements reflect differential inflation. But if the financial world in which companies operate has become more stable, their own structures have become less stable.

Of course quoted companies, certainly in the Anglo-Saxon world, have long been subject to the threat of a takeover. But present corporate restructuring differs from the takeover-driven culture in several ways. Even high-profile restructuring is typically an agreed process, involving the sale and purchase of company divisions, rather than an antagonistic clash between two managements. Much restructuring involves management buyouts or buy-ins, or the outsourcing of services, rather than actual takeovers.

Restructuring is much more likely to be international - the purchase of a company or a division of a company by an organisation in another country - than it was a generation ago. And - partly a function of this cross-border element - it frequently takes the form of an agreement to co-operate, a strategic relationship, which may or may not be reinforced by a shareholding, rather than an outright takeover.

These differences are themselves the result of a series of changes in the global economy which, taken together, help explain the rise of the Velcro culture. There are at least four.

One (particularly important in the case of Guinness and GrandMet) is the impact the explosion of information has had on the need for global brands. Well, perhaps "need" is the wrong word, for we hardly need the variety of brands that are available in any British supermarket any more than the Chinese actually need Coca-Cola. But in a world of infinite information it certainly becomes possible to sell a brand globally in a way that would have been very much more difficult a generation ago.

Result: great pressure on companies that own national brands to extract more value out of them by turning them into international ones. But while the rewards for so doing are enormous, it is an expensive and complex process, putting pressure on brand-owners to band together.

A second change is the growing importance of human capital in international competitiveness. When a company's main assets were physical plant and equipment, the main case for a merger or a takeover was to acquire that plant. Sure, the buyer would be acquiring customers too - distribution and market share - but that was usually just a function of acquiring the product line and the means of producing it. Increasingly now, the main asset being acquired is the brains of the staff: these may be in the form of patents or systems or a royalty stream, but sometimes (as in investment banking) the asset is simply the people themselves.

If the principal asset of a company is human capital it becomes possible to move in and out of businesses much more quickly than it would be if the principal asset is a physical one. An example: German companies have recently bought much of the British motor industry and much of its investment banking industry. But while BMW will clearly take several years to sort out the problems of Rover, Deutsche Bank and Dresdner Bank have made an immediate impact on Morgan Grenfell and Kleinwort Benson.

None of these takeovers has been entirely smooth, and there must be those who wonder whether the investment decision was entirely wise. But if BMW wanted to reverse its strategy and sell Rover, this would be an enormous upheaval. On the other hand, were the banks to decide to pull back, the London investment banks could be separated from their parents and sold in a matter of months.

Not all people businesses will go global, for there are cultural limits. Advertising provides a good example of an industry where global dreams have faded. But many will.

Change number three follows from this last point. It is the move into the international traded arena of many services that were previously only sold nationally. Typical examples are national network businesses which have become international ones: airlines, telephone services, postal (and courier) services and - just beginning - television. A generation ago international airline routes were often pooled, with the revenues and the flight slots split between two national carriers, both of which charged identical fares. There was no choice of phone company; courier services were only just beginning to break the monopoly of national postal services for urgent parcels; you could not watch another country's television.

The barriers in these industries are falling at different rates, but the direction of change is clear. As a result, a whole series of international links are being forged: code-sharing in the airlines, telecommunications mergers, the growth of courier services, international television link- ups. These links are not necessarily takeovers, though they may take that form; they do, however, provide many examples of this Velcro corporate world.

Finally, the very fact that the financial world is more stable (and more international) means more pressure on all companies to perform. Companies can be compared more easily internationally and are less likely to enjoy advantages (for long) from undervalued currencies or subsidised interest rates. So if a part of the group does not seem to fit, there is more pressure to dispose of it.

If this is at least a partial answer to the "why?" question, where will this process lead? I can see two main trends. One is that more industries will become like the motor or oil industries, dominated by a handful of giants and with little or no room for the middle-sized. There will be a handful of airline groups, a handful of telecommunications groups, a handful of financial service companies, and probably a handful of global food and drink groups.

At the same time, there will be an explosion of very small companies. As the giants consolidate, they will find themselves shedding more and more fringe functions, which they will need to buy in, quite often from people who were previously employed by them. As a result, the emergence of more global giants will create more opportunities for tiny companies, not fewer. The biggercompanies become, the more they need small ones to help them.

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