How to snare a heavyweight partner overseas.
Peter Gould would be the first to admit that his three-year-old company, Exxel Container Inc., had a slight advantage in its effort to go global. Its chairman of the board was undersecretary of commerce for international trade under Ronald Reagan. Another director was assistant secretary of commerce for international trade in the Carter Administration. And Gould himself was once the deputy assistant secretary for export development at the U.S. Department of Commerce.
Still, all that heavy artillery didn't prevent Exxel from misfiring a few times in its two-year multinationalization campaign. But the mistakes and the lengthy search paid off: Gould raised some $3 million from two foreign companies and one foreign government. More important, all three will have a big hand in helping Gould's company sell, distribute, and ultimately manufacture Exxel's innovative packaging product around the world.
Of course, any company trying to attract foreign capital from giant multinationals must have something to offer, too. Exxel makes a patented aerosol device that produces a spray without using gases. It's no gene splicer, but in the packaging industry it's innovative and likely to become the spray can of choice as environmental concerns mount over the gases used in conventional aerosol sprays.
Knocking on foreign companies' doors isn't the way to look for capital if all you need is cash, or if you need it quickly. In fact, Exxel probably could have rustled up extra capital much more easily from its existing U.S. investors. But Gould wanted to rewrite Exxel's pedigree, a drastic redefining that would render the company as global as a start-up based in Somerset, N.J., with $2 million to $3 million in sales can be.
This was no ivory-tower strategy. From Gould's point of view, tiny Exxel wouldn't stand a chance with its large global customers unless it modeled itself after them. "If we can't support Revlon all over the world, we can't be a supplier to Revlon in the long run," he explains.
The only way to accomplish that was for Exxel to use capital raising as a tool in its internationalization drive. By selling about 15% of the company to foreign partners, Exxel could put some teeth into long-range plans with its new partners. Says Gould, "We were interested in having them as an equity partner so they would have a lot on the table if they didn't perform as planned." The capital connection also meant that Exxel didn't have to worry about protecting its technology from a big company, according to Gould.
Here are the lessons Gould learned from targeting and courting one of its two global Goliaths, Paris-based AMS Packaging.* * *
* Get six countries for the price of one. In the classic struggle between entrepreneurs and venture capitalists, the entrepreneur wants as many dollars as he can get for every percentage of ownership he gives up. In targeting global partners, translate this biggest-bang-for-your-equity strategy into getting the most geographic coverage possible from a target partner.
In 1988 Exxel realized that going international one country at a time would be too slow, given the accelerating integration of European markets. It began to search for a single company that was established throughout Europe. AMS, a subsidiary of CMB Packaging, one of the largest packagers in the world, was a good candidate. Exxel's Gould hired a well-connected representative to try to open discussions with AMS and several other companies.
Apart from a company's geographic span, look for an aggressive attitude. Jean-Georges Etter, AMS's director of finance and development, says his company has made investments in seven smaller companies other than Exxel during the past three or four years. Explains Etter, "We are interested in developing a federation of small or medium-size companies in order to grow rapidly and keep talented people in our company." Such policies are often reported in foreign trade publications.* * *
* Don't assume the obvious. With a technology that can look just like an aerosol package and perform just like a conventional aerosol package, Gould and his Paris representative assumed that CMB's aerosol executives would be most interested in Exxel's product. Wrong. "They understood the environmental issue, and that nongas technologies had logic," recalls Gould. But they weren't interested in a line that would compete with their existing products.* * *
* Find the right person to approach. Gould believes that the response of the person you approach has a lot to do with his or her business discipline. It's unlikely that a financial executive will give you the best hearing, because the goals of such alliances as Exxel's with AMS are strategic, not financial. A technologist may warmly applaud the elegance of your device, but when the technology is threatening -- or not invented there -- he's just as likely to criticize it.
Gould found his first champion at AMS in a director of sales for plastics. To this director, the potential for new sales was clear and immediately realizable. His division could make the plastic housing for Exxel's innards. What's more, he saw that Exxel's device could provide a way to package cosmetics and toiletries that simply hadn't been possible before. It meant that AMS could offer its large cosmetic customers a new way to sell creams in a sterile package without preservatives.
In addition, the potential for cannibalization of the parent company's aerosol business didn't bother AMS's plastics division -- it could make the container for both kinds of technology. If Exxel's sales do come at the expense of the aerosol-packaging operation, CMB could still benefit because AMS would be a minority owner of Exxel.* * *
* Offer a few test drives. A critical part of the nine-month courting process was validating AMS's high opinions of Exxel's product. Gould, who made four or five trips to Paris to meet with AMS, was enlisted to present his device to one of AMS's best customers. AMS wasn't looking for an order. It wanted to see how a real customer would react to the new technology.
Similarly, AMS asked Exxel to test its device for compatibility with some of the cosmetics AMS packages. Exxel's device failed the test so badly that Gould and his managers asked for a second try. "I expected the entire deal to collapse," says Gould. "They had their prestige at stake and the product in front of their customer." In investigating the failure, Exxel was able to come up with a solution that made the device workable in two huge new markets -- hair spray and deodorant.
Obviously, that made Exxel even more attractive to AMS. But just as important, AMS gained confidence from Exxel's ability to recover from the failure.* * *
* Spell out your relationship. Jean-Georges Etter says AMS would have liked a bigger stake than the 6% it bought for $1 million, but getting access to Exxel's proprietary product was even more important. Even that relatively small investment aligned the two companies' interests so well that Exxel was able to ask for specific long-term commitments from AMS. Here's their deal:
For its immediate investment, AMS got preferred stock that is convertible into common stock at a preset price. The preferred has no yield for the first four years (which means there's no cash-flow burden for Exxel) and then yields 8%.
AMS also has exclusive distribution rights to Exxel's device in Europe. In exchange, Exxel asked for a perpetual royalty, rather than a standard licensing agreement with an expiration date. In asking for a perpetual royalty, Gould argued that future generations of Exxel's device aren't likely to be significantly different from the current model. He also felt that such an arrangement would encourage AMS, and Exxel's other foreign partner, to develop subsequent generations with Exxel.
The perpetual royalty might have been a sticking point in the negotiations, which were already protracted because they took place over an ocean, but AMS felt strongly about a few other terms. Chief among these was Exxel's role in the second part of their agreement: a manufacturing joint venture. If AMS sells enough Exxel devices, the two companies will set up a separate concern to manufacture them in Europe. It was very important to AMS that Exxel become a minority shareholder in this venture.
If all of this seems like too much work over too long a period, consider what Exxel has gained: AMS has sales forces in England, Belgium, France, Germany, Spain, and Italy calling on customers that are so large that just one order could double Exxel's volume. Then again, not every foreign partnership requires such an extensive hunt. Gould didn't have to lift a finger to find his other new partner, an Australian-based multinational. " It hired a guy in the United States to find companies like us," says Gould with a broad smile.
Finding the right representative for your company
You need someone who knows their way around a foreign region to make the kind of connection that Exxel Container Inc. achieved. The question is, who? "This is not the kind of project that's effectively undertaken by an investment banker or typical trading intermediary such as an export agent," says Exxel's Peter Gould. "Investment bankers sell securities. These deals involve selling concepts."
* Look for a representative who has credibility and, if possible, someone whose status allows special access to senior executives. Search within your industry, among customers or suppliers who are bigger than you, for such intermediaries. Be sure to consider people who don't necessarily make their living this way -- recently retired executives, for example, often know their counterparts overseas.
* Focus the rep's attention by offering a big incentive. Gould paid his intermediary a split of the royalty stream. A go-between could also be paid in equity, cash, or some combination.
* Consider acting as your own representative. It is, after all, a cheaper way to go. "If you do it yourself you may have more false starts and make more mistakes," says Gould, "but if you've really thought about the strategic fit, you'd be surprised at how receptive people can be."