Jonathan H. Gunawan
"
ABSTRAKStrategic Alliance is becoming more important ¡n the globalization era,
moreover in the rapid changing technology and greater complexity of process and
services in the business world. Two or more companies with their different core
competencies could establish a strategic alliance in order to achieve a synergy and to
position themselves as a Competitive company in the market. A comprehensive
understanding of Strategic Alliance is presented ¡n Chapter 2.
Indonesia as one of the emerging countries ¡n Asia has attracted many
investors from different countries. This includes an attractive investment in the
property industry which experienced booming in 1990 and 1994. The property
market in Indonesia particularly in Jakarta has experienced a tremendous growth
since the last five years. This is due to the rapid increase of foreign direct investment
(FDI) inflow to Indonesia.
A Joint Venture as a form of Strategic Alliance is partnership between two
parties or more. They may establish either fifty-fifty or unequal equity partnership.
This study is to elaborate a 50-50 or an equally equity Joint Venture process between
PT. Z and a foreign investor in property development which is often viewed as a
problem in voting. The purpose of this study is to elaborate a 50-50 Joint Venture
procese between PT. Z, a local property developer and a foreign investor. As a
guidelines a sequence process of joint venture is provided.
PT. Z is a medium sized property developer which prefers focusing on a niche
market. PT. Z has operated a good quality and international standard rental
apartment in South Jakarta. It is performing very well In terms of income and
occupancy level. PT. Z has also acquired a parcel of land in the Jakarta?s CBD area
and keeps it for future development. The shareholders of PT. Z have realized that
they have a limited capital resources to build the office building. Raising a new loan
will not be possible as the company has already a very high leverage. Having
considered all factors by using SWOT analysis, PT. Z will use high value of the
apartment to seek foreign partner who can bring new equity to the company. PT. Z
offers 50% equity partnership to the incoming foreign partner.
The HIC-SEA (Holding Investment Corporation for South East Asia) is a
subsidiary of a large prominent European-based multinational company. The HIC-.SEA is
interested in investing in the property market in the region and will manage property
portfolio in South East Asia countries including in Indonesia. The HIC-SEA is registered in
Bermuda and has chosen Singapore as a regional base operation.
A WIN-WiN negotiation could be implemented in achieving a joint venture
agreement because both parties will work together for a long term period. Building a
foundation for negotiation should be based on similarity of offer/requirements, then
moving up to negotiate differences in order to achieve WiN-WiN situation.
There are several key issues in structuring a 50-50 JoInt Venture such as control
and managent, buy-sell provisions In relating to a deadlock resolution in the Joint
Venture Company. The Joint Venture Company should limit the number of Board of
Commissioners and Board of Directors members in order to speed-up the decision
making process. Business plan for the Joint Venture Company should be prepared
carefully to avoid misunderstanding between the two parties.
A summary of the joint venture process is as follows:
1. Set-up the objective of doing joint venture
2. Do valuation of the subject properties
3. Arrange all legal documents such as land thle, building permit, artides of association.
4. Do feasibility study for a proposed project and/or prepare property report including
investment proposal (e.g. how many percent the shares participation is offered)
5. Set-up criteria for the foreign partner(s)
6. Prepare the agenda for a WiN-WIN negotiation
7. Go through the due diligent process
8. Legally binding agreement
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