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Joint Venture & Partnering InSight September 2017 Current Trends in Partnering… After a particularly active Q2, joint venture (JV) activity settled down somewhat during Q3. General uncertainty appears to have had an effect, with announced JVs in Q3 down on both last quarter and Q3 2016. However, Europe has bucked this trend, with an uptick in JV activity for the second quarter in a row. Germany shows the strongest growth, with a 20% share of total JV activity, up for the fifth quarter in a row. France and the UK make up another 20%, but remain flat on a year ago. It appears that greater stability provided by recent European elections, strengthening of the Euro and renewed commitment to the European Union (aside from the UK), has all contributed to increased collaboration between European businesses. As a result, Europe has the largest number of JV transactions announced in Q3 2017. The Asia Pacific region is in second place, with the US and Canada in third. Fig.1: Global JV Transaction Volume Trends, Q3 2016 – Q3 2017 Source: CapIQ data including (i) Acquisition of JV, (ii) Acquisition of JV interests, (iii) Acquisition of JV partner, and (iv) Creation of Joint Venture from 1 June 2016 and 1 March – 31 August 2017 Q3 16 Q4 16 Q1 17 Q2 17 Q3 17 Africa / Middle East Asia / Pacific Europe Latin America and Caribbean United States and Canada Key Topics Current Trends in Partnering – Strong Growth in Europe, especially Germany Japan: the Next Big Opportunity for Partnering? Interview: Matt McLellan of dunnhumby Ltd explains what it’s like to work with Lincoln’s JV&P team Q&A with Lauren Sharp, Vice President in Lincoln’s JV&P Advisory Team joint ventures | minority stakes | strategic alliances | consortia

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Page 1: Joint Venture & Partnering InSight - Lincoln Internationalpdf.lincolninternational.com/JVPartnering/2017/JV Partnering... · Current Trends in Partnering ... establishing a strong

Joint Venture & Partnering

InSight September 2017

Current Trends in Partnering…

After a particularly active Q2, joint venture (JV) activity settled down somewhat during Q3. General uncertainty appears to have had an effect, with announced JVs in Q3 down on both last quarter and Q3 2016.

However, Europe has bucked this trend, with an uptick in JV activity for the second quarter in a row. Germany shows the strongest growth, with a 20% share of total JV activity, up for the fifth quarter in a row. France and the UK make up another 20%, but remain

flat on a year ago. It appears that greater stability provided by recent European elections, strengthening of the Euro and renewed commitment to the European Union (aside from the UK), has all contributed to increased collaboration between European businesses.

As a result, Europe has the largest number of JV transactions announced in Q3 2017. The Asia Pacific region is in second place, with the US and Canada in third.

Fig.1: Global JV Transaction Volume Trends, Q3 2016 – Q3 2017

Source: CapIQ data including (i) Acquisition of JV, (ii) Acquisition of JV interests, (iii) Acquisition of JV partner, and (iv) Creation of Joint Venture from 1 June 2016 and 1 March – 31 August 2017

Q3 16 Q4 16 Q1 17 Q2 17 Q3 17

Africa / Middle East Asia / Pacific Europe

Latin America and Caribbean United States and Canada

Key Topics

Current Trends in Partnering – Strong Growth in Europe, especially Germany

Japan: the Next Big Opportunity for Partnering?

Interview: Matt McLellan of dunnhumby Ltd explains what it’s like to work with Lincoln’s JV&P team

Q&A with Lauren Sharp, Vice President in Lincoln’s JV&P Advisory Team

joint ventures | minority stakes | strategic alliances | consortia

Page 2: Joint Venture & Partnering InSight - Lincoln Internationalpdf.lincolninternational.com/JVPartnering/2017/JV Partnering... · Current Trends in Partnering ... establishing a strong

Joint Ventures & Partnering Insight September 2017

Joint Venture & Partnering InSight | 2

Japan; the Next Big Opportunity for Partnering?

Japan is the world’s third largest economy. However, the Japanese market has proved

hard to penetrate. Unless you are the likes of Apple, Amazon or McDonalds that is.

However, our clients in Japan are currently showing an increasing interest in partnering with European and American businesses.

And we believe there is a great reciprocal benefit for non-Japanese players looking to enter, or penetrate, the Japanese market.

A Unique Market

Many non-Japanese companies have strong products, brands or services which perform strongly outside Japan. But they experience

difficulties entering the Japanese market, or establishing a strong market position there.

Whilst this may be attributable to the fact that Japan is considered a low growth economy, this market dynamic also introduces a real opportunity.

Japanese companies are looking for new products and services to encourage spending in-country, and non-Japanese business partners could provide the perfect solution.

Partnering with a local Japanese business which understands the local market and

culture can also help to accelerate the delivery of a non-Japanese company’s own growth ambitions, as these two cases show.

Case Study:

Starbucks Coffee Japan, Ltd. – Initially a JV but Ending in a Full Buyout

Starbucks entered the Japanese market in 1995 via a JV with Japanese partner, Sazeby League. Following its first store opening in Ginza district, Tokyo, the JV operation expanded rapidly throughout the country and reached over 800 stores.

In 2014, after establishing a strong brand presence, Starbucks acquired Sazeby League’s JV share and the Japanese entity

became a wholly-owned Starbucks subsidiary. Starting out with a JV in this way gave Starbucks a foothold in the market from which to expand - and from a lower cost base too.

Case Study:

Nivea-Kao Co., Ltd. – Successful, Long-Running, JV Leveraging Local Knowledge and Experience

Beiersdorf AG took its Nivea brand to Japan

in the early 1970s, partnering with Japanese corporation, Kao. Beiersdorf has retained its majority equity stake (60%) in Nivea-Kao since then. The JV prides itself on its strong German brand power, combined with Kao’s local knowledge of Japanese consumers.

Since establishment, the JV has successfully launched various products in the Japanese market, including Nivea for Men, 8x4 and atrix.

How Lincoln can Help

Working closely with colleagues in Japan, we

can facilitate introductions between foreign businesses and our local Japanese business network.

Carefully chosen and well-structured JVs and partnerships can be very effective, often yielding faster penetration at potentially lower risk and with lower capital expenditure than a “go it alone” route.

Lincoln’s specialist JV & Partnering team knows how to do this. We also bring significant local in-country Japanese experience to help navigate the local language, laws, business regulations and culture and avoid key pitfalls. Get this right, and the benefits can be really significant.

If you are looking at extending your business to Japan or have an existing arrangement which you feel might need updating, please contact our Japanese team: Tetsuya Fujii and Hideaki Harashima.

[email protected]

[email protected]

Lincoln International is pleased to publish its third issue of JV&P InSight.

If you have any feedback or questions, please contact one of our JV&P professionals:

Dr. Marc van Grondelle

Managing Director

MVanGrondelle@ lincolninternational.com

Emma Blackley

Director

EBlackley@

lincolninternational.com

Lauren Sharp

Vice President

LSharp@

lincolninternational.com

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Joint Ventures & Partnering Insight September 2017

Joint Venture & Partnering InSight | 3

Interview with Matthew McLellan Q: You hired Lincoln at the point that you were “told” to get the JV agreement signed swiftly. What were you looking for from the Lincoln team?

A: Informed challenge. Knowledge about what works and what doesn’t in JVs in China. Intelligent, experienced support. A calm, structured approach to help me “see the wood for the trees”.

Q: Did the Lincoln team deliver to your expectations? And those of your colleagues?

A: Yes. They managed to absorb a lot of complexity and detail in a very short time and came back swiftly with clear, incisive comments and ideas. They were personally supportive to me, providing a helpful sounding board when things got pretty stressed.

They engaged with my executive team, who were initially a bit skeptical, and really helped me get across to them the scale of the risks and challenges we had to manage in the JV deal and its implementation.

Q: Can you identify three ways in which you believe Lincoln differs from many other advisors and what you really valued about working with them?

A: 1) They listen well and respond proactively with creative, insightful ideas

2) Their advice is based on experience – they’ve done this many times before – which really helps build confidence

3) They are great people to work with – open, fun and totally committed

Q: You’re doing a different job now. Would you recommend the team to your successor – and would you use them again yourself?

A: My successor is working with the team already. There is still loads to do and I’m happy that Lincoln is there supporting the JV in its early days.

And yes, if the occasion arises, I will call on Lincoln again. Partnering is complex, difficult stuff and these guys really know how to do it.

1. http://www.shanghaidaily.com/business/it/Vanguard-Tesco-unit-planning-tech-JV/shdaily.shtml

Q&A with Lauren Sharp, Vice President in Lincoln’s JV&P Advisory Team Lauren Sharp talks about her background and outlines her views on current partnering trends.

1. How did you become a specialist in JVs and partnerships (JV&P)?

Originally from a legal background, I worked in Sales and Marketing before I became interested in joint ventures and partnerships. I completed a project involving a JV and saw at first-hand how important, and interesting, the people and cultural aspects are to success. There’s so much more to it than just the numbers looking good on paper. Now, I combine my legal and marketing knowledge with six years’ hands-on JV&P experience, working with clients to put their legal agreements into practice.

2. What has struck you most about your recent engagements?

How increasingly often we work jointly with our M&A colleagues at Lincoln. Sometimes, it’s not clear to clients from the outset whether M&A or partnering is the right solution for their business. So, uniquely among investment banks, we combine our skills and experience to help them identify the best option. Recent examples include:

▪ A pharma company looking for market

entry into China via acquisition OR

partnering with a local player;

▪ A family-owned industrials company

wanting to exit part of its business,

either via an outright sale OR by

contributing the unit concerned to a JV,

with a view to selling its share over time

▪ A Sovereign Wealth Fund searching for

new investment opportunities, resulting

in the exploration of several M&A AND

partnership ideas

3. What is the best time for clients to talk to the JV&P team at Lincoln?

In short, as early as possible – even if a JV/ partnership is only one option being considered or is in the very early pre-negotiation stage; even if concerns are only just surfacing about an existing joint arrangement. The earlier we get involved, the more we can help clarify the options and avoid common problems. In our experience, time spent up front more than repays itself later in terms of savings in time, trouble and especially legal fees.

In July, dunnhumby Ltd,

the world’s leading

customer data science company, and China

Resources Vanguard (CRV), China’s leading

retailer, announced a 50-50 joint venture

partnership.1 Lincoln’s

JV&P team provided exclusive specialist

advisory support to dunnhumby.

Matthew McLellan

Since joining dunnhumby

in 2004, Matt McLellan has led teams across the UK,

France and Asia. Most

recently Matt led the dunnhumby China

business, negotiating the China Wisdom

dunnhumby JV with CRV, before moving back to the

UK to become Head of UK

& Ireland in July 2017.

We asked Matt what it was really like to work

with Lincoln’s JV&P team.

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Joint Ventures & Partnering Insight September 2017

Joint Venture & Partnering InSight | 4

About Lincoln International Lincoln International specializes in merger and acquisition advisory services, debt advisory services, private capital raising and restructuring advice on mid-market transactions. Lincoln International also provides fairness opinions, valuations and joint venture and partnering advisory services on a wide range of transaction sizes. With nineteen offices in the Americas, Asia and Europe, Lincoln International has strong local knowledge and contacts in key global economies. The firm provides clients with senior-level attention, in-depth industry expertise and integrated resources. By being focused and independent, Lincoln International serves its clients without conflicts of interest. More information about Lincoln International can be obtained at www.lincolninternational.com.

Lincoln’s Joint Ventures & Partnering Group

Dr. Marc van Grondelle

Managing Director

[email protected]

Emma Blackley

Director

[email protected]

Lauren Sharp

Vice President

[email protected]

Jonathan Ridley-Holloway

Associate

[email protected]

Disclaimer

This document contains significant assumptions and has been prepared based on publicly available information, or

additional information supplied by the owners and/or managers of the company(ies) described in this document, which

has not been independently verified. Accuracy and completeness of the information provided has been presumed and,

therefore, its content may or may not be accurate and complete. No representation or warranty, either express or implied,

is provided in relation to the accuracy, completeness or reliability of the information or statements made in this document

and Lincoln International, its affiliates, directors, officers, employees and representatives expressly disclaim any and all

liability with regards thereto. This document has been prepared for informational purposes only, is not a research report

(as such term is defined by applicable law and regulations) and is not to be relied on by any person for any purpose. In

addition, it is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial

instruments or to participate in any particular trading strategy. No part of this material may be copied or duplicated in

any form, or redistributed, without the prior written consent of Lincoln International.

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