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July, 2001
Management

Spin to Win

Spinning off an Internet arm is one strategy old economy companies can adopt to react quicker to the pace, and threat, of the e-business environment. Let’s have a look at the advantages and pitfalls of creating a dot corp.

Traditional companies have often been accused of developing an e-business strategy too little, too late, staying on the sidelines while pure internet start-ups steal business from under their noses. According to a report from Mercer Management Consulting, corporate companies that have made use of the web have often failed to coordinate their efforts, with each division setting up its own presence on-line.

But one way that corporate businesses are looking to take advantage of the web and respond to the threat of internet start-ups is by nurturing an internet arm within the existing business, and creating a spin-off from the parent company. By doing so, companies can leverage existing assets and create a division that can be taken public at a later stage.

Floating a spin-off is not a novel concept for corporate companies, but with internet spin-offs, companies are hiving off divisions that could produce the biggest potential in terms of growth and return. Only recently, the Press Association sold its internet news service, Ananova, to Orange for 95 million Pounds . According to a projection by e-business consultancy Cell Strategy, which invests in European start-ups, the latest e-business wave will be a host of spin-off IPOs in the next 18 months.

An Internet spin-off allows companies to be more dynamic by bringing in new thinking.

In the UK, the financial services sector has been one of the industries adopting the internet arm concept in recent months, with the launch of Smile from the Cooperative Bank, Cahoot from Abbey National and Intelligent Finance from the Halifax. Examples that have been taken through to the flotation stage include on-line bank Egg from parent company Prudential, travel company Ebookers, spun off from London-based travel agent Flightbookers, and internet service provider Freeserve, backed by high street retailer Dixons.

For companies, floating a spin-off web division may be partly motivated by the high values placed on internet stocks, but since the downturn in the market, this could become less of an issue. With the short lived success of once lauded internet companies such as Boo.com, the focus is in moving back towards how established, old economy companies are leveraging their assets in the online world.

"Since the demise of Boo.com, we have seen a change in the dot com climate," according to an analysis by EMEA, of Net Generation Industries at IBM.

"There isn’t a reduction in investment, as there is plenty of evidence that there are many funds available, but there is a degree of caution being applied. Corporate companies are back in the game big time, either by spinning off divisions or forming partnerships to cover a range of business models."

Carving an online business out of a corporate company attracts customers drawn to a brand they can trust and visualize in the real world, and also ensures an easier route to funding, given the amount of money venture capitalists are prepared to invest in internet operations. There are a number of different ways to look at the advantages of spinning-off an internet company.

Free Rein

Spinning off an e-business unit is a way to set free the management team of the new entity while enabling it to help itself to the assets and skills the parent company can support it with. It is also a way to maximize the value of the new entity, as outside analysts and investors can more easily access its stand-alone value.

According to few e-commerce analysts, a start-up vehicle can incur quite heavy losses that all too often the parent does not want to take up, in case this has a negative effect on company stock. Or, the parent may not be willing or able to fund that business to maturity, as internal financing can prove to be an expensive proposition.

They say that often companies looking for the best way to create value for internet arms will consider carving separate business. This is because shareholders who buy into the parent company may be willing to invest in its internet operation, but up to a certain point only, as they are valuing the company based on its traditional business. Splitting the internet division from its parent can also enable traditional companies to keep hold of high-achieving staff who would otherwise be tempted to migrate to a dot com player.

New Thinking

By and large, companies have been slow to respond to the web, with management teams who are uncertain that the internet will be a viable channel for consumers. An internet spin-off allows companies to be more dynamic, by bringing in new thinking and a separate management.

Swedish internet company Bluetail, founded in January 1999, develops solutions to improve website speed and reliability. It was spun off from communications supplier Ericsson. Most of the staff of 20 are research engineers who were originally employed at the research laboratories at Ericsson.

"Ericsson was focusing on its core business of mobile internet and infrastructure, which didn’t leave a lot of space for people in the research laboratories to exploit innovation. Often a mature company does not have the time or the patience to manage a team distant from its core business, which can be frustrating, hence the decision to spin off a division and form Bluetail," says the CEO of Bluetail.

Barclays Bank recently launched a separate unit offering a range of net-based services, under the name of Barclays B2B.com, which is aiming to provide a direct channel for the sale and delivery of business and financial services. It has been set up with a dot com culture to allow it to develop at internet speed.

One of the biggest challenges corporations face when spinning off a division is having a clear employee proposal. Companies need to be clear why they want staff to join, what they expect of staff and what benefits there are. Dot corporations can offer the best of both the old and new economy worlds, providing a dynamic environment with reliability and stability.

Traditional companies are biting back but they must move quickly or risk missing opportunities.

Although Barclays B2B.com is a separate unit, it has chosen to retain its parent’s name because, the name has strength in the marketplace, and will provide customers with trust.

People are vital and if you don’t manage them in an appropriate way, it places them at a huge risk.

Building Business

Netdecisions, which builds internet businesses and helps blue-chip businesses adapt to the internet, believes no ‘one size fits all’ when corporate companies are looking to take advantage of the internet. Netdecisions recently helped to launch internet holiday company Firstresort.com, a spin off from holiday operator Thomson.

It is not a case of black and white, spin-off versus joint venture or partnerships. It can depend on many factors such as branding, management and fulfillment. It may make sense to keep some parts in-house and spin off other parts.

The challenge for corporate companies is, creating an environment where you move quickly enough with the best people – people are the most important asset if companies are going to grow their businesses quickly. Many people underestimate what is required. Traditional companies are biting back and have many advantages but they should not be complacent. They still do not move quickly enough and risk missing opportunities.

Forming an internet business out of a joint venture is another approach old economy companies are using, as in the case of Merrill Lynch HSBC, an on-line banking and investment service company, and Work 24, a small business internet portal founded by Scottish Power and Royal Bank of Scotland.

But does a spin-off model work for all companies? IBM in its analysis says it might not give all management teams strength, as some spin-offs may operate as separate businesses, but the danger is, they can still be tied to the corporate umbrella.

"Some days a spin-off can achieve great results, on other days it can be like an organ rejection," says IBM. " Spin-offs must learn how to leverage the best of both old and new worlds, but it depends on the extent to which they are let loose." 

Company spin-offs must learn to leverage the best of both the old and the new worlds.

Above all, corporations looking to move online will need to do so quickly and with a degree of experimentation. Going by the magnitude of resources directed at the net, the ability to grow rapidly and the value of first-mover advantage mean companies need to move quickly to lock up, not only valuable customers and brand awareness, but also key talent, strategic alliances, content and technology. If there is an opportunity to enhance the business through the use of the internet, incumbents must cannibalize or be devoured by competitors.

According to Cell Strategy by isolating the e-business unit, it becomes more likely that those left in the parent company will not adopt the practices of the new economy. This is a real danger. The trick is to imbue the organization with the will and means to change all parts of its own business while enabling some of the more aggressive new business ideas to develop in the protective cocoon of autonomy that a spin-off provides. That way, shareholders are also best served. But very few companies have found a way to combine these two thrusts.

(Compiled by Mahendra Vesawkar who looks after the business development at ITNTI, Information Technology & Telecom company with references from International writings).


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