The Mittelstand is Vulnerable: Chinese Acquisitions in Germany

         

The Mittelstand is Vulnerable: Chinese Acquisitions in Germany  Milton Kotler President, Kotler Marketing Group June 2012 Mkotler@kotlermarketing.com www.kotler.com.cn www.kotlermarketing.com

            Mittelstand companies are the backbone of the German economy. The German Savings Banks Association (DSGV) publishes an annual analysis of over 100,000 Mittlestand companies amongst its member banks' customers. There are many more unassociated SMEs. In all, Mittelstand companies employ 70 percent of German workers and contribute roughly half of the country's GDP. The very premise of their success over the past three decades is now the source of their vulnerability. China is buying many of these companies to fill the technological gaps of their state-owned and private industrial giants. In the long run, this trend may cause greater damage to the German economy than the current euro crisis.

            Mittelstand companies are primarily privately owned businesses with fewer than 500 employees and annual sales of less than 50 million euros; yet they collectively generate 2.4 trillion euros. They are export- oriented B2B machine and engineering niche companies which invest heavily in innovative research to attain and preserve their dominant global market share. They have a long-term focus and rest their productivity and innovation on a long-term, apprentice-based skilled workforce. They have been called “Hidden Champions” in management literature. But this apparently indomitable fortress is being stormed today for the very reasons they succeeded.

            In the late 1970s large U.S and European OEM manufacturers began to shift from vertical to horizontal organization. Instead of internalizing supply of parts, components, systems and equipment, big business lowered its end product cost by outsourcing supply. Horizontal organization devoted itself to the four new fundamentals of modern large business organization: 1) managing an external supply chain; 2) maintaining final assembly for brand control; 3) expanding marketing for a global revenue scale; and 4) managing finances for mergers to grow their companies.

            Specialized Mittelstand SMEs became the technical nutrients that flowed through the supply chain catheters of large OEM companies. The greater the OEMs grew on a global scale, the more volume and innovative adaptation they needed from their parts, components, systems and equipment suppliers to compete in the global marketplace. German Mittelstand companies being the most highly engineered and well managed suppliers in the world grew as well. The paradigm of German prosperity was not challenged until China arrived on the global threshold.

            China consolidated its multitudinous state-owned companies in the first decade of the millennium to gain scale for efficiency, improved management and technical training, as well a rationalization of state investments and subsidies. This coincided with a policy of joint ventures with foreign partners in selected industries to give Chinese industry “big brothers” for added quality, in order to compete on price with foreign makers in the domestic market. Added quality at lost cost production gave China a competitive foothold for machine export to emerging developing markets. The next step was added value for export to developing and developed markets. By 2004 Chinese policy was positioning its industries to compete directly with multinational OEMs. To accomplish this, Chinese machine manufacturers needed to fill niche technology gaps in their product line. Mittelstand companies were just the thing they needed – specialists in parts, components, systems and equipment to improve China’s final industrial product. The financial crisis of 2008 and global economic downturn distressed the balance sheets of Mittelstand companies, and Chinese cash was ready to move in and acquire a set of highly-leveraged Mittelstand companies.

            The very strategy of specialization that built the Mittelstand sector has become its undoing. China has no interest in purchasing horizontal multinational OEMs that have no internal supply nourishment. Her vertical business organizations have to fortify their own internal supply chain. The Mittelstand is just what the doctor ordered to build Chinese industrial brands.

            Since 2009, in the aftermath of the fiscal crisis, Chinese companies have acquired ownership many Mittelstand companies. While acquisitions are matters of public record, only the larger acquisitions have been reported in the press. China has invested in considerably more funds in for minority positions in other Mittelstand companies. These are hard to track because the companies are often family-owned.

            The Wall Street Journal ((5.12.11) reported that “the value of Chinese acquisitions, mostly of small, low-profile companies rose to $98 billion last year (2010) from $3.8 billion in 2006, according to merger research firm Dealogic. The total is already $83.4 million this year, with nearly all the deals involving engineering firms.”

            According to statistics from Germany Trade and Invest, the German Federal Republic’s economic development agency, China has overtaken the U.S. as the number one foreign investor in Germany, registering 158 industrial projects in Germany in 2011, compared to 110 by U.S. companies.

            Here is a partial list of acquisitions in the past two decades, most notably since 2009. I limit myself to only three industrial sectors and remind the readers that a lot of Chinese investment in private German SMEs is not publicly documented; and that my list is only a tip of the iceberg. 


A. Auto parts


            1. SaarGummi International GmbH provides body sealing systems and moldings. The company offers automotive profiles for body, door systems, and convertible systems; molded parts for chassis, motors, power trains, and exhaust systems; and glass encapsulation. It also provides moldings for mechanical engineering, railways, footwear, and tube industries; and sealing systems for windows, facades, flat roofs, and pond films. The company was founded in 1947 and is based in Büschfeld, Germany. As of June 6, 2011, following insolvency, SaarGummi International GmbH was acquired by Chongqing Light Industry & Textile Holdings (Group) Co., Ltd for 360 million Euros and currently operates as its subsidiary.


            2. Sellnor design studios which produces auto interior finishes was acquired out of bankruptcy by Ningbo Huaxiang Electronics for 30 million euros. It holds a 20 percent global market share.


            3. German auto supplier Preh is a Bavarian car parts supplier of control units and sensor systems, with $503 million in annual sales and more than 2,500 employees. Joyson Investment Holding, a privately owned automotive electronics supplier based in Ningbo, Zhejiang province, became its majority partner through acquiring a 74.9 percent stake. The agreement creates a global firm worth an estimated €500m ($721.8 million). The majority buyout follows a joint venture in which Joyson and Preh entered the Chinese market in August 2010. The move is designed to re-enforce both companies’ market potential in Europe, North America and Asia.

            4. KSM Castings Group, which includes six light-metal automotive die-casting and permanent mold foundries in Germany, the Czech Republic, and China, has been sold to China's CITIC Dicastal Manufacturing Co. Ltd. for $430 million. KSM is a supplier to automotive OEMs and Tier 1 suppliers that include Volkswagen Group, Daimler, Benteler, Bosch, ZF, and TRW. Dicastal supplies aluminum automotive wheels produced at six casting and forging operations in China.

            It should be noted that KSM, itself, was a management buyout by the British investment group Cognetas, of the onetime ThyssenKrupp Fahrzeugguss operations from ThyssenKrupp AG in 2005. Management buyout Mittelstand companies are the best targets for acquisition because they no longer have the family stubbornness to resist sale or the available credit to survive alone in the growing auto market of China, which is expected to produce 1/3 of global autos by 2020.


            5. Automotive News reported in March, 2012 that Hebei Lingyun Industrial Group of China agreed to buy German automotive lock and latch maker Kiekert AG. Lingyun plans to purchase Kiekert shares from a group of investors including BlueBay Asset Management, Silver Point Capital and Morgan Stanley, which took over after a debt-to-equity swap in 2006 which restructured the firm.

            No purchase price has been disclosed. Kiekert, which makes lock and latch systems for cars, has more than 500 million Euros in sales and 4,000 employees, according to the statement. The company sold more than 41 million locking systems in 2011, which was a record volume for the company.


B. Machine Tooling


             Mittelstand machine tooling companies were the first acquisition targets, dating back to 1999, long before the China trumped the West as a major modern industrial economy. China needed precision machine tooling technology to build its own indigenous machinery and equipment industry.


            1. At the end of 1999 the Burkhardt and Weber (Holding) GmbH, Karlsruhe, Germany (BWH) and the Shenyang Machine Tool Co. Ltd (SMTCL) equally founded a joint venture, the BW Machine Tool Co. Ltd, (BWSMT). In 2001 the BW group became insolvent and SMTCL took over 100% of the shares and has successfully developed it further.


            2. Dalian Machine Tool Group made inroads into Germany through its purchase of F.Zimmermann, Denkendorf, Germany machine tool group. In the end of 2004 the Dalian Machine Tool Group became the majority share holder. Chinese investment financially strengthened the German company through new product development and entry into new markets. The management remained in German hands and the company has grown substantially since Chinese majority ownership. The acquired technology strengthened the Dalian Tool Group in the Chinese domestic market and helped Dalian Tool Group grow its exports.


            3. In the beginning of the year 2004 talks were arranged between the SCHIESS AG, Aschersleben and the Shenyang Machine Tool Co. Ltd, (SMTCL) with the purpose of minority participation by SMTCL. The talks broke off due to the insolvency of SCHIESS. Later SMTCL took over the newly founded SCHIESS GmbH as majority share holder. The company is very successful and has expanded step by step under continued German management.


            4. In spring of 2005 the Hangzhou Machine Tool Co. Ltd. (HMTC) made a substantial investment to acquire majority control in the aba z&b Schleifmaschinen GmbH, Reutlingen, Germany. Management continued independently under the lead of the German general manager. Since then in every aspect the company has made positive improvements.


C. Construction machinery


            1. Sany Heavy Industry Co and Citic PE Advisors paid 360 million euros ($475 million) in 2012 for concrete-pump maker Putzmeister Holding GmbH to strengthen its own technology to compete more effectively in the China domestic market technology, as well as establish its foothold in Europe and other developed markets through the both the Putzmeister and Sany brands. Sany built a Greenfield manufacturing plant in Germany last year. 

            Putzmeister is a top-tier Mittelstand company and key example of the Germany’s “Hidden Champion” strategy of economic growth. Its acquisition by Sany manifests China’s transformation into a high tech economy and the vulnerability of Mittelstand strategy. According to Hermann Simon, author of Hidden Champions, “Putzmeister’s owner Karl Schlecht, age 79, sold the company that he founded through a deal, hammered out in secret, (which) has triggered a ‘state of shock’ at Putzmeister headquarters in Aichtal near Stuttgart”. According to a member of the company's works council, "Not even the supervisory board was informed." Upon public announcement, 700 Putzmeister employees gathered in front of the factory gates to protest the sale to Chinese Sany. Matters began to calm down when Sany made it clear that it would retain German management and indeed invest in the growth of the Putzmeister brand. Sany has its own Greenfield manufacturing facility in Germany and the merger of these companies has to be worked out by Sany.

            Hermann Simon reported his direct 2012 communication with Karl Schlect about the sale. Schlecht said, as reported by Simon, “In the late 1990s Putzmeister and Schwing (#2 in concrete pumps) held two-thirds of China’s concrete pump market. China was by far the largest consumer of concrete in the world. But by 2004 the combined market share of the two German companies dropped to less than 5 percent, while China accounts for 60 percent of worldwide concrete consumption today. There is no way that a company which loses in the world’s most important battlefield can win the global competition.”

            In Simon’s view, Chinese companies are the most dangerous competitors to Germany, because they are by far the most effective in the core sectors of German industry, such as machinery, engineering and technology.


            2. Less than three months after the Sany transaction, China’s XCMG Group, a maker of construction machinery, agreed to buy Putzmeister’s main domestic competitor, Schwing.


C. Energy


            1. LDK Solar (LDK), China’s second largest solar panel maker, agreed to buy Germany’s Sunways, one of the domestic panel makers struggling to cope with competition from Asia.


            2. The Chinese energy group Hanergy Holding Group Ltd agreed in 2012 to acquire all of the shares that Q-Cells SE, a German maker of solar panels, and its subsidiary Solibro, a maker of thin-film solar panels. Nedim Cen, CEO of Q-Cells, said Solibro's can take full advantage of its thin-film technology and existing production capacity. The purchase comes as the latest evidence of Chinese energy companies' interest in the European market during the current debt crisis. China is the world's largest maker of solar panels, mainly producing what are known as polysilicon panels. Manufacturers that want to make thin-film panels are faced with technical obstacles. Hanergy Group is solving this problem.


Conclusion


            Adaptive strategies can become maladaptive as external circumstances change. This has happened over eons in human genetics and over a few generations in Mittelstand business strategy.

             Over 3 million of years, humans ate as much sucrose-rich plant life as they could during growing seasons, in order to store fat for hard winters of poor food supply. Fat was adapted for living in hard times of food shortage and human being craved sugar. For the past hundred years food preservation technologies and regional trade between seasonal zones have made food available year long. Yet the genetic longing for sugar persists and is glutinously available in all year long fresh fruit, prepared foods and candies. The result today is a maladaptive epidemic of obesity. What was once a selective trait has now become a curse.

            As the Western industrial and service OEMs grew globally over the past several decades and changed from vertical organizations to horizontal organization with outsourced supply chains, German Mittelstand specialized manufacturers needed greater capacity to supply them with specialized parts, components, systems and equipment. These companies, like Putzmeister, borrowed heavily to build new production capacity.

             The global economic meltdown, beginning in the 2009 aftermath of the fiscal crisis and continuing to this day, has reduced demand and placed extraordinary debt pressure on Mittelstand companies. By 2010, revenues were cut by half in many cases. Companies could have weathered this storm, were it only a cycle. But another external element came into play that permanently damaged the Mittelstand strategy.

             The largest buyer of Mittelstand products was China. Domestic Chinese equipment was not competitive. Mittelstand companies first exported and then brought their product to China to lower production cost. They tried to survive in China through solo or joint ventures with Chinese companies. That was like a robin building its nest in a warren of rabbits. First, Chinese partners and other companies simply copied their products and improved the quality of their own product line. Mittelstand companies lost China share, which was the greatest part of global demand. Next, Chinese partners rescued Mittelstand failing finances by becoming majority shareholders and outright owners of Mittelstand subsidiaries; and shortly afterward owners of the parent companies.

            Unforeseen by Western machine and equipment companies at the dawn of their export to China, China had accumulated the means to do this and the will to do it. As economic dusk settled upon the Mittelstand companies, China’s state-owned and private large scale vertical industrial organizations had sufficient capital, state policy support and a vast market for which to acquire a leap in quality. It went on a technology asset buying spree and gobbled up Putzmeister, along with others. Companies, like Sany, are now able to produce and market domestically and internationally machinery and equipment that are competitive in certain sectors with Mittelstand quality at a much lower price.

            The next phase will be further acquisitions as the Chinese add technology value to their product line for both the domestic and foreign export markets. Chinese industrial policy aims for global expansion in developed and developing markets. For these goals the Mittelstand companies have served transitional strategic brand value and management skill until Chinese OEMs have time to incorporate their technology and establish sufficient Chinese management and innovative engineering talent to establish their independent brand trust to domestic and global customers.

            After that, it is anyone’s guess. My only forecast is that once Chinese industrial brands are accepted by global customers, these state-owned organizations will flatten their management and spin off specialized, internal products to Chinese SMEs. In decades to come, China may have its own Mittelstand.