Position Statement

Tenova SpA is a strong company in a troubled industry. The metals and mining industry is faced with a declining demand for their products, which is in turn reducing their need for new equipment. Tenova has the resources to weather the short-term reduction in demand with large cash reserves and a solid backlog of orders. For this reason the current market crisis may present Tenova with an opportunity for acquisition of companies in both the steel and mining equipment industries at discount prices.

I recommend is that Tenova acquire one or more companies in the mining equipment industry that occupy adjacent segments to Pyromet and Takraf. In the near future the mining industry is capable of weathering the current economic storm better than the steel industry. This will provide more opportunities than the steel industry, which is expected to be stagnant for the next five years.

An Evolving Strategy

Tenova has significantly grown in the current decade. This is not only due to the booming mining industry but also their increased understanding of the business and its environment; allowing them to deliver value to customers and shareholders.

In the industry there are two major types of competition: the full-liner companies offer customers systems that can follow the complete stream of steel production, while niche companies help customers with expertise in one area of production. Tenova has pursued a focused differentiation strategy with multiple products by offering advanced and customized systems in several niches that the are involved in.

Since the commencement of the 2003 expansion strategy, the growth of Tenova has been rapid; focusing on expansion of their technological expertise through acquiring of firms to improve existing technologies. Generally with these acquisitions Tenova has worked to preserve the company itself, while absorbing its knowledge and technology. This has proven to be a successful strategy for the company, allowing them to achieve their desire to be a technological (and sales) leader in their niche markets.

Regardless, it is important that the company not rely on acquisitions as the only way to grow technologically. Improving their own technology may be more cost efficient than simply buying companies that have good ideas.

It is also critical for management to effectively control any organizational structure complications. With an ever-growing number of business units, project management and fostering information sharing between units will become increasingly important yet difficult. As things become more and more complicated is may be necessary to further divide the company along additional function lines.

The Current Economic Crisis

Commodity Demand

The global economic slowdown has led to falling demand and prices for raw materials and commodities. From 2002 to 2007 steel production has grown approximately ten percent per annum, reaching approximately 1,350 million tons per year in 2007 and 2008. In 2009 it is expected that that number will fall by almost 15% to 1,150 tons per year in 2009 before it begins its recovery.

Equipment Demand

Steel manufacturers have managed the increased demand for steel by creating of additional capacity to produce. Over the past five years they have increased capacity by approximately ten percent per annum, mirroring demand for steel and maintaining production levels between 91% and 95% of capacity. In 2009 it is expected that the world's steel manufacturers will hit the ceiling for production capacity at just under 1,600 million tons per year, but production levels will be far lower at 74% of capacity. This lack of utilization of capacity is forecasted to lead to growth in capacity expansion being halted until 2013.

In booming economy of 2007 the steel industry invested $95 billion in capital expenditures, of which 75% was expansion of capacity and 25% was maintenance of current capacity. During this period Tenova's order intake value was approximately $2.2 billion, or 2.3% of all capital expenditures. In 2010 it is expected than capital expenditures will fall to $33 billion, with 39% going to expansion and 61% to maintenance. If Tenova maintains their current 2.3% share of capital expenditures it will result in an order intake of $0.759 billion, down by over 65% from 2007.

Company Position

Despite the inevitability that equipment demand will fall sharply for the next five years, Tenova is in a fairly strong position. Due to the current backlog of orders the company will be working for the next eighteen months, through what appears to be the worst of the economic crisis. The company has also built a large cash reserve of $409 million that give it the means to weather tough economic times, or take advantage of opportunities that may present themselves. Finallym Tenova's international presence gives them the ability to focus on markets that have not been as hard hit by the current economic conditions like India which may still be open to the possibility of growing their steel production capacity especially if they can do it at lower prices.

Tenova also believes that its multi-niche strategy creates an advantage over its competition, delaying its exposure to the crisis. This assumption is far from realistic. If a company benefits as a result of a prosperous economy, then it follows that it will be weaker during a dismal economy. While they have made changes that have benefited the company, some of their success should be attributed to the economy.

An Opportunity for Growth

It is expected that it will take until 2012 for steel's global demand to reach a level sufficient for steel production companies to justify investing in major capital expenditures. In the meantime, it is prudent for Tenova to invest their excess capital in related viable industries that will create long-term value for shareholders.

Short Term Return on Investment

When choosing an acquisition target, Tenova should find a company in an industry that will offer returns in the short term and long term. The steel industry is suffering, and is projected to continue suffering, an issue of overcapacity for the next several years. The mining industry however, does not generally suffer the same overcapacity problem. So when the economy recovers, mining companies will quickly be interested in expanding their production capacity again.

The mining industry's advantage in this respect is evidenced when we compare the compound annual grow rates (CAGR) that are expected through 2015 within the two industries. While the steel industry's CAGR is expected to retract by 3% per year, the mining industry is expecting growth of 14% per year. At these growth rates capital expenditures will be back to its 2008 levels of expenditures in the mining industry by 2015, while they will only be at 50% in the steel industry.

Diversification

Shifting a company into multiple business segments can very successful at reducing risk, because a downturn in one industry will not mean a complete erosion of cash flows in all business groups. Moreover, diversification is generally only successful when it extends a business into product lines where there are commonalities in buyers, channels, suppliers, or strong technological connections. Also, it is most likely to succeed when it extends into industries where the firm already competes.
The firm's past ventures into the mining industry have been relatively successful to date leading one to have confidence that further diversification into the sector can create additional value. This is not surprising, since their customers are similar and deal with each other. There are also strong technological similarities between the two industries, because when it comes down to it equipment manufacturing is equipment manufacturing.

Cost vs. Value of Acquisition

Things in the steel market will be difficult industry wide for several years. Consequently there may be apparent bargains, however that perceived value is eliminated when hardships are expected to continue. The right time to expand into more areas in the steel industry is when it is about to pick up again, and there is not any major growth forecasted through 2014. Buying a company now, and having it sit idle or at a low level of production will add to the real cost of an acquisition and is a less effective use of cash then leaving it in the bank earning interest.

The mining industry on the other hand is forecasting strong growth after 2010. This gives Tenova a year or two to select an acquisition target, and then iron out the details when the market conditions are ideal for acquiring mining equipment companies at the best value.

Complication and Experience

The mining industry is more complex than the steel industry. For that reason it is important that management take things slow and gradually work their way into the industry. The best way to accomplish this is to enter into segments, which Tenova has existing competencies, namely those that are adjacent to Pyromet and Takraf. In this way they can best leverage their experience and knowledge of this complicated industry.

Action Plan

Short Term

To ensure that Tenova's steel equipment division keeps working during the economic downturn and until steel companies start expanding capacity, they should continue to renegotiate contracts extending delivery time. Although this may reduce short-term profitability of the projects it will ensure that Tenova has work for its important employees, and will foster positive relationships with clients.

The many business units within Tenova's steel division will also need to improve efficency. They should expect less work coming in the upcoming years and may want to consider reducing their workforces. While the slowdown in orders may not be ideal, there can be some long-term benefits from developing a leaner more productive workforce.

Tenova should put a great deal of effort into selecting the right acquisition target within the mining industry. They should evaluate their options in the same way as they have with their acquisitions in the steel industry, looking for a company with a lot of technological know-how, with good people that can also provide knowledge and skills.

With the planned acquisitions, and possibility of continuing growth in the mining equipment industry, Tenova will need to consider restructuring its business organization. Right now the structure works well because, although they are into the mining equipment industry, they still have a larger stake in the steel equipment industry. As they become more balanced, the need to separate into two distinct divisions will become more apparent. Some functions should still be managed as one organization wide unit, some should be shifted down to the two business (steel and mining) area units, and some should remain with the local business units and offices.

Long Term

Continuing to acquire companies, both in mining and steel equipment, long-term is a good idea for Tenova. Being able to be a one-stop shop for clients, delivering a fully integrated system will allow them to derive maximum return per project. Consolidating their business in the steel industry and expanding product offerings are logical steps, and were it not for the projected state of the industry through to 2015 it would be the clear choice. As competencies in the mining equipment industry are developed, Tenova should also take advantage of opportunities to expand into other product lines.

Tenova needs to develop a system for information sharing between groups to deal with the large number of autonomous business units. The first step towards encouraging cooperation between units is bringing high-level managers and researchers from their various divisions for research and development conferences, as opposed to the current model, where information and technology is pushed down from upper management.

Position Statement

The Brown-Forman Corporation (BFC) has realized the necessity of segmentation between some of their brands of wine, however they have poorly executed any implementation of this realization. By dividing functions that could achieve strong synergies they have increased costs and caused duplication of effort. By not dividing their brands into proper segments they have not derived the greatest benefit from the flexibility that division of their brands can provide.

My recommendation is that BFC fold the wines currently being managed by Brown-Foreman's Wine Estates (WE) division back into the main Wine Division (WD). With all brands back under the same umbrella BFC can centralize tasks that are standard across all brands, and further decentralize tasks that can be best managed brand to brand. BFC needs to try to achieve the benefits of both a large streamlined company, while still getting the benefits of a smaller company. Breaking the company up the way it currently is hurts the company by causing duplication of effort and expense, and leads to underutilization of the expertise of top-level management.

Duplication of Effort and Expense

Running two separate entities requires that many tasks be done twice that result in higher costs. This is clearly illustrated in case exhibit 12, where WD and WE are already unnecessarily duplicating the functions of at least three departments (sales, finance, and pr/marketing).  Combining these functions could save money and allow the best managers within the two groups to be placed at the head of their divisions.

Sales Underoptimization

Off premises sales make up 78% of total sales volume in the wine industry, and has been the major focus of BFC's efforts. WD has built strong sales relationships with distributors through their Fetzer brand, which has benefited their other brands greatly. There is also a strong on-premises sales competency in WE that they acquired with the purchase of Sonor-Cutrer giving BFC a good opportunity to get the rest of their wines into restaurants, opening an additional 22% of the wine market. The combination of the competencies of the two sales units would give BFC a large amount of market influence and power.

Despite the fact that almost a quarter of wine sales happen on-premises none of BFC's top five wines, making up over 86% of it's portfolio, are effectively leveraging this market. Currently wine sales account for just less than 40% of BFC's $2.18 billion annual sales, or around $872 million. Even a 5% increase of on-premises sales would increase revenues $9.6 million.

Marketing Overlap

The major concern with marketing arises from the issue that if all wines in the BFC portfolio are marketed in the same way then the brands will begin to look more and more alike and this will lead to cannibalization of their own brands. While this is a valid concern, each brand marketing their own wines separately gives rise to the same issue (See Exhibit 2). What will add the most value to the corporation as a whole is a sophisticated and targeted marketing plan that will allow the various brands to cover the spectrum of the market, minimizing overlap.

Spreading out the brands to cover a broader spectrum of the market will prevent market cannibalization, which is important when 1% of the total market is worth $150 million. Putting that another way if WE introduced a brand that took away even 1% of Fetzer's sales it would cost the company as a whole  $3.14 million in sales. With the stakes so high it is easy to see why there is a preference to take market share away from competitors as opposed to their own brands.

Management has made an assumption that the only way (or at least the best way) to preserve separate brand identity and value perception is through the complete segregation of brands into essentially separate companies. Implicit in this is the assumption that the value created would be greater than any additional costs that would be incurred. I have to disagree with this assumption. An active and aware marketing department that will have a holistic view of the company and its brands can effectively segregate brands and maintain their value, delivering maximum return to BFC while minimizing costs.

Management Deficiencies

Combining the forces of WD and WE will allow the top specialized managers within BFC to steer the departments. As it currently is there are few high-level specialized managers at WE, and rather Steven Dorfman is the sole clear head of the organization effectively having control of things like finance, which he holds no special knowledge of.

A company as large as BFC needs the best mangers to make it successful. Spreading its talent over two groups is an underutilization of company resources. When BFC brings WD and WE back together they need to carefully evaluate who is the best and brightest of their current managers, who is an up-and-comer and should be groomed to lead the company in the future, and who is expendable and should have their position eliminated.

Economy of Scale

There is a clear economy of scale that can be created by BFC if it merges WD and WE through increased market power both with their suppliers (of glass, grapes, etc.) and buyers. They can also reap further efficiencies through access to larger financing options. This economy of scale opportunity can be taken even further by continued acquisitions of other vineyards and wineries. BFC should even consider (with its larger size) acquiring some companies that give it value added services like a wine bottle manufacturer.

This advantage that can be gained is apparent from the consolidation trend in the market with larger firms buying smaller companies and growing the company portfolio. BFC thinking it was a good idea to buck that trend and effectively divest a piece of its core business to itself is illogical, when the advantages it sought were attainable by far less drastic means.

Protecting Brands

As important as it is to save the company money and better utilize resources by centralizing some activities, it is equally important that the identity and unique characteristics of each brand be preserved. For this reason there are some activities that should be (or should continue to be) decentralized. For example even if a brand is pursuing a focused low-cost strategy (which is a corporate level marketing decision) then it is important the winery still produce a product of comparable quality to other products in the same segment, just at a better price. Both the quality of the wine, and how efficiently it is produced, are essentially up to the individual wineries.

In an industry like this there are very small switching costs for buyers (some information gathering and risk) so it is important to deliver a product as good as, or better than, what a consumer would expect for a particular price segment. After a consumer has developed a palate for a particular brand of wine their brand loyalty may increase and thus their propensity to switch will go down. As consumers continue to trade up from just wines to premium brands it is a good opportunity to capture them with a superior lower end product, with a goal of turning them into loyal customers.

Investment In Non-Value-Adding Activities

BFC needs to make a decision. Are they a sprits and wine company, or are they a consumer durables company? The two make very little sense together. There is no apparent synergy between the two units, and more value could be added to BFC by divesting their consumer durables segments and putting that money towards related industries.

Many companies make the assumption that diversifying an organization means engaging in business unrelated to the core industry, and BFC seems to have the same understanding. It is up to shareholders to diversify in the market where they see fit by owning multiple companies in different segments, while individual organizations should only 'diversify' when they can use one of their competencies to add value to that line of business. Usually this is best done through vertical integration, or horizontal integration into related industries (like wine and liquor). 

With $116 million in cash and cash equivalents sitting on the balance sheet, and the potential revenues from divesting consumer durables BFC should be able to make a move if any good acquisition deals arise. They could alternatively use the additional cash to pay down some of their current and long-term liabilities and thus reduce their debt load and interest expense.

Action Plan

BFC needs to take advantage of advantage of synergies that will be created by combining their two wine groups as outlined above. Since the groups have only been segregated for a short time, the sooner this combination can happen the better.

Short Term Divestitures and Acquisitions

The first thing BFC needs to start on is divesting their consumer durables division. This process could take a fair bit of time to find a suitable buyer at a fair price and overcome legal hurdles. The cash that will be raised through offloading the durables division will come in handy for acquisitions down the road. The board may be resistant to this idea at first as BFC has never before divested a division it had previously acquired, but this could be shown as a good way to raise capital for future expansion as opposed to selling off a piece of the company.

As cash becomes available from the sale of the consumer durables divisions it should be used to take advantage of any acquisition opportunities that become available. These opportunities should be actively sought, and care should be taken to consider which takeover candidates make the most sense in fitting into the overall marketing plan.

Short Term Restructuring

WD and WE should be combined as soon as possible, but there are a few key steps that must take place first.

The combined management team must be selected, and if any corporate reorganization is going to happen now is the time. I have proposed in exhibit 1 that some restructuring take place, most notably the reinstatement and promotion of the "Vice President of Winery Operations" position to senior management who will be tasked with supervising the day to day operations of the separate wineries and vineyards. I have suggested Steven Dorfman fill this position because of his previous experience in the area. It is important that this not be seen as a demotion back to his old job so a new title may be in order.

Also important in this combination is the centralization of tasks that can best be done as one large wine conglomerate, and the decentralization of activities that are best done at the grass roots level. This division needs to be clear to avoid any confusion as to what tasks each group is responsible for. Each of the brands will need a manager appointed specifically to run their day-to-day operations.
Once this structure is in place then the two groups should be brought in under the same umbrella. This will essentially be a paper change, but will involve eliminating some activities and positions to centralize staff in the corporate financing, sales, and marketing departments. The best and the brightest within the current organization should be kept and supplemented by hiring outside the company where needed, and any unneeded staff should be released.

Since these changes are essentially paper changes costs should be minimal. Layoffs from combining groups will result in an initial outlay of severance costs, but even in the short term should be more than recovered by decreased salary expense. There may be some lost productivity while the groups are being restructured, but if top management moves quickly these losses will be minimized.

Once merged the new WD should take full advantage of the advanced tracking system acquired with Sonoma-Cutrer. It should be implemented across all BFC's brands and used to drive sales into existing accounts, and help with expansion into new accounts. There will likely be a large fixed cost to get the system up and running for all the brands, but if managed properly this system could develop into a large competitive advantage within the organization.

Long Term

The main focus of the new BFC Wine Group conglomerate will be to slowly shift its brands so that the portfolio covers the spectrum of the market. This will take more work for some brands that will need to make larger changes to their image than others, but in the end it will make the entire portfolio stronger. There will likely be some overlap (especially with continued acquisition and expansion of brands) but that can be beneficial so long as the overlap does not lead to the brands cannibalizing each other directly and may actually lead to increased shelf space and some illusion of choice for the consumer.

Once the new combined sales group is in place they will have sufficient expertise to set their sights on expanding distribution of their brands. Their focus will be to push existing brands further, both internationally and into on-premises and off-premises sales markets. Getting brands into more markets will lessen the risk that falling demand in one area will eliminate demand for the brand entirely.

With the combination of the two above efforts a maximization of firm value from each of its brands will be achieved. The goal will be to span as much of the market (in terms of distribution) as possible with a brand, while targeting a particular value point. In this way each brand will target a particular segment of consumer and will reach the maximum amount of target consumers.

The newly forged larger divisions will also give a larger pool for the discovery of talented managers. The company needs to take advantage of this valuable resource and promote good managers from within. This will give the organization consistency in the long term. As long as divisions stay innovative and productive this should be a positive for the organization, but when groups lag behind top management and the board of directors shouldn't hesitate to hire from outside the organization.

Risks

While this change in strategy creates some temporary instability at BFC, benefits in the long term make this worthwhile. The longer the two groups are separated the harder it will be to bring them back in under the same umbrella. To get this plan accomplished board and management support will be necessary, and should be relativity unresisting so long as it is clear how the brands will be preserved as separate identities, not cheapening each other. Getting Steven Dorfman on side is essential, and will make the transition far easier.

As has been the concern throughout the past few years at BFC, there is some risk that the brands will begin to blend together degrading the image of some brands. So long as marketing is cognizant of this risk it should be minimal. If the board finds that any of the combined groups are failing to maintain the separated brands images then the board should consider looking outside the company to hire new management to bring in new ideas.

The Kao Corporation defines itself as a learning organization that uses a product division system for its international expansion. While this strategy seems to be extremely effective in its local markets of Japan and to a lesser extent South East Asia, it is an ineffective strategy to pierce the European and North American markets because of differing consumer tastes. International markets require a particular sensitivity to the local culture that cannot be learned with a ten-day stint at the company training facility, or even a two-year immersion in a foreign culture.

I propose that Kao's growth potential could be best served by executing their global strategy of 1990 to focus their research centers "to analyze local market needs and characteristics and integrate them into the product development process," and to move headquarters' business level functions to local markets in South East Asia, the US, and Europe. This is an export via sales subsidiary strategy. Great company synergies are possible internationally with resources allocation (leveraging resources), and product development and improvement (integrating activities), but concerning marketing, this strength is not as realistic.

Kao has developed its strategy over the company’s 100-year history, and while the strategy has evolved the same core elements of producing a high-quality product at an affordable price has not waivered. This seems like the most basic strategy in the world, but has failed to be implemented by company after company. Since the launch of their laundry detergent in 1940 Kao has made increasing efforts to grow into other markets, which it feels, it can apply its core competencies to.

The learning organization that Kao strives to continue to be is aided by its flat organizational structure which helps reduce redundancy and encourages information sharing. Examples of this can been seen within the organization through developments like Glycerin Ether; was developed as a joint project between three Kao labs. The systems that have been put in place to encourage communication among research departments, such as the monthly R&D conferences, have helped Kao to be an industry leader in innovation.

One of Kao's great successes, the Sofina product line, illustrates how their flat organizational structure and culture as a learning organization can be hugely successful. R&D worked together with marketing to change the perception of the local population that a high price equated high quality, and showed them instead that everyone can afford a superior product when it is fairly priced. This led to Sofina's 15.6% share in the growing cosmetics market, with their brands being at the top of every single product category with the exception of lipstick. Lots of Kao's products have had similar successes in Japan and to a lesser extent South East Asia, even when going up against internationally established competitors like Procter and Gamble, Unilever, and L'Oreal. So, why have they had such a difficult time moving into the US and European markets? Kao has been unable to sufficiently tailor their offerings to the West's differing consumer tastes.

The corporation's strategic development has been a slow evolution. This has served them well in their local markets, but has hampered them internationally. The decision to focus on expansion into highly diverse foreign markets is not a process that is easily achieved with a slow change in how the corporation thinks, but rather one that forces the corporation to drastically change their way of thinking. There should be little debate that Kao has failed to successfully expand into the international market successfully.  Only ten percent of the company's total sales are international, despite the fact that Japan had only 2.34% of the world's population in 1990 (Exhibit 1). While the opportunity for international expansion has been recognized, the company has failed to develop the core competencies necessary to gain a competitive advantage.

While the paperweight corporation works efficiently for a single market company it can be a hindrance when expanding beyond that market. To be successful internationally Kao must add a third level to its organization (Exhibit 2), delegating marketing tasks to business units specifically geared towards targeting the desired foreign markets (European, North American, and South East Asian). This strategy has effective in their most successful foreign market, South East Asia, where they have made strong inroads with several products. Long-term Kao should have its sights set on replicating the successes it has seen in Japan on the worldwide stage. It has taken Kao 25 years to have a substantial presence in South East Asia. With the experience Kao has earned in this venture, and other international projects thus far, realistically this could be a 20-year plan.

To achieve their goal Kao should continue to move business level tasks to offices in the target markets. This is not an overnight change, but a gradual process beginning with the planned shift of research centers and continuing through the other marketing functions until all business level functions have been moved to local offices, leaving the Japanese head office to focus on corporate level strategies and Japanese operations. Bartlett and Ghoshal would call this a coordinated federation internationalization strategy and in this particular case the following competitive advantages are possible by improving local responsiveness:

• Marketing departments can better conduct localized research into customer needs, wants, and expectations to aid R&D departments by giving them a greater understanding of how to tailor products to foreign markets
• Advertising techniques can be more effectively employed to show how products meet the different customer needs of the particular region

The company's head office should continue to place a strong emphasis on communication, coordination, and the sharing of information between the three business units, as no doubt there will be possible synergies, namely:

• Reaping scale advantages in procurement of any additional resource inputs needed, R&D of products, and production of those products
• Capitalizing on location advantages of the resource inputs currently owned by Kao, the research specialists that the company already has trained, and manufacturing their products in their existing facilities where labour is cheaper and they have existing facilities
• Achieving resource relocation of raw material that are owned and produced by Kao, money that they have from their current revenues, and knowledge in the many areas of expertise that they have developed
• Attaining resource replication of their communication methods, and expertise in R&D, production, and marketing

Shifting business level tasks will require a change in top-level managerial thinking. Senior management will not be as active in operational matters but focused on corporate level strategy and formal planning, which is not the current norm at Kao nor is it consistent with Japanese management culture. For this reason it may be preferable to bring in some professional managers to help with the international transition process.

As the foreign business units grow and develop, top level management should allow the units to develop individual structures, being cognizant of differing norms between Asian and Western cultures. In Europe and North America companies are more likely to be mechanistic with strong hierarchies, while Asian companies are generally more organic and clan like in form. These structures are not just the norm in these markets, but are what workers expect and are used to and may be the most effective in these markets.

Kao's major risk is financial; if one business unit fails and they continue to pour money into it could jeopardize the viability of the entire company. The level of risk taken on by this expansion will correlate closely with the speed it is rolled out at. Kao could chose to fast track corporate changes and move to an immediate shift of business level strategy responsibility to local market headquarters, but this could be excessively risky. That being said moving too slowly will allow other companies to strengthen their position in the markets that are being targeted. Kao must strike a balance by gradually increasing the responsibility of the individual business units so that once they are competent at one task they are working towards other tasks. In this way Kao can minimize risk while growing at a good pace.

Realistically this plan is one of balance between gaining the advantages of local responsiveness (an added cost) while maintaining the benefits of being part of the larger organization. Top-level management will need to refocus their attention from running the day-to-day operations of the company to shaping the overall corporate strategy. This shift will require a lot of time, money and effort, and likely at times painful decisions will need to be made, but if internationalization is what Kao wants to achieve then the changes that have been proposed are necessary.