收购与重组(英文版)
收购和并购英语作文初中
收购和并购英语作文初中收购和并购（Mergers and Acquisitions，简称M&A）是商业领域中常见的战略行为，通常用于企业扩大规模、增强竞争力或实现战略转型。
以下是一篇参考范文，旨在介绍收购和并购的概念、原因、影响以及相关的风险和挑战。
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The Dynamics of Mergers and Acquisitions。
In the dynamic realm of business, mergers and acquisitions (M&A) serve as pivotal strategies employed by companies to expand their footprint, fortify their market position, or navigate strategic transformations. M&A involves the consolidation of two or more entities, often resulting in a synergistic alliance that can catalyze growth and innovation. This essay delves into the intricacies of M&A, exploring its rationales, impacts, as well as the attendant risks and challenges.Rationales for M&A:Companies embark on M&A endeavors for multifarious reasons, chief among them being the quest for market dominance and the pursuit of operational efficiencies. Through mergers or acquisitions, firms can harness complementary resources, technologies, or distribution channels, thereby augmenting their competitive advantage. Additionally, M&A enables organizations to diversify their product portfolios, penetrate new markets, or capitalize on emerging trends, fostering sustainable growth in an ever-evolving business landscape.Impacts of M&A:The ramifications of M&A reverberate across diverse stakeholders, ranging from shareholders and employees to consumers and regulators. Shareholders often anticipate enhanced shareholder value post-M&A, driven by synergies, economies of scale, or strategic alignments. Conversely, employees may grapple with uncertainties stemming from organizational restructuring, cultural integration, orworkforce redundancies. Furthermore, consumers may witness changes in product offerings, service standards, or pricing dynamics, prompting apprehensions or opportunities contingent upon the acquirer’s post-merger strategies. From a regulatory perspective, M&A transactions are subject to stringent antitrust laws and regulatory scrutiny aimed at safeguarding market competition and consumer interests.Risks and Challenges:Despite the tantalizing prospects, M&A ventures are fraught with inherent risks and challenges that demand meticulous due diligence and strategic foresight. Integration complexities, cultural clashes, and post-merger dissonance often pose formidable hurdles impeding the seamless assimilation of disparate entities. Moreover, overvaluation, synergistic overestimation, or unforeseen market fluctuations can precipitate financial setbacks or shareholder disillusionment. Legal entanglements, regulatory impediments, and geopolitical uncertainties further exacerbate the risk landscape, necessitating adept risk mitigation strategies and contingency planning.Case Studies:Illustratively, the landmark acquisition of WhatsApp by Facebook exemplifies the strategic imperatives underpinning M&A transactions in the digital age. Facebook’sacquisition of WhatsApp, a leading messaging platform, not only fortified its user base but also facilitated synergistic cross-platform integrations, propelling Facebook’s foray into the burgeoning realm of mobile messaging. Similarly, the merger between Exxon and Mobil in the oil and gas sector epitomizes the consolidation trend aimed at enhancing operational efficiencies, optimizing resource utilization, and bolstering market competitiveness amidst fluctuating commodity prices and geopolitical uncertainties.Conclusion:In summation, M&A represents a quintessential strategic tool wielded by businesses to navigate the complexities of a globalized marketplace, catalyze growth, and unleashsynergies that transcend organizational boundaries. However, the efficacy of M&A hinges on astute strategic planning, meticulous due diligence, and adept integration managementto mitigate risks and maximize stakeholder value. By discerning the underlying rationales, understanding the intricate dynamics, and learning from historical precedents, businesses can navigate the M&A landscape with sagacity and resilience, charting a course towards sustainable growthand competitive advantage in an increasingly interconnected world.--。
merge and acquisition 操作流程 中常用到的英文
merge and acquisition 操作流程中常用到的英文一、并购流程1. Merger and Acquisition Planning：确定并购的目标、目标公司的背景调查、并购的可行性分析、并购后的影响评估等。
2. Due Diligence：对目标公司进行详尽的尽职调查，包括财务、法律、税务、市场、技术等方面的调查。
3. Negotiation：与目标公司进行并购价格的谈判，确定最终的交易价格和交易条款。
4. Contract Signing：签署并购合同，完成交易。
5. Integration Planning：制定并购后的整合计划，包括人力资源、财务、运营、市场等方面的整合策略。
二、常用英文术语1. Merger：合并2. Acquisition：收购3. Target Company：目标公司4. Buyout：全资收购5. Asset Sale：资产出售6. Stock Purchase：股份购买7. Private Placement：私募股权8. Go-Shop：再融资过程9. Term Loan：定期贷款10. Bridge Loan：过桥贷款11. Valuation：估值12. Due Diligence：尽职调查13. Negotiation：谈判14. Contract Signing：合同签订15. Integration Planning：整合计划16. HR Integration：人力资源整合17. Finance Integration：财务整合18. Operations Integration：运营整合19. Market Integration：市场整合20. Post-Merger/Acquisition Review：并购后审查三、并购后的整合与评估并购后的整合与评估是并购流程中至关重要的一环，包括人力资源整合、财务整合、运营整合和市场整合等方面。
MergersandAcquisition(高级公司财务—兼并和收购—英文版课件)
B acquires shares in A from A’s shareholders in exchange for cash. A, as a subsidiary of B, may subsequently transfer its trade and assets to its new parent company, B (transfer of shares).
Econ 906 Corporate Finance
Mergers and Acquisitions 兼并与收购
Readings: GT Chapter 20 Copeland & Weston Chapter 18 BM Chapter 32 RWJ Chapter 30
1
பைடு நூலகம்
Learning outcomes
6
Agency Problems
• Agency problem arises when managers own only a fraction 分数 of the ownership shares of the firm
• Hence, work less vigorously and consume more perquisites 津贴 at the cost of majority owners
Methods of mergers and acquisitions
Acquisitions - B takes over A- B acquires trade and assets from A for cash. A is then liquidated, and the proceeds 所得款项 received by the old shareholders of A (transfer of assets).
MERGERS AND ACQUISITIONS【外文翻译】
外文翻译原文MERGERS AND ACQUISITIONSMaterial Source:Quantitative Corporate Finance [M]. New York, N.Y.: Springer, c2007. Author:John B. Guerard , Jr. and Eli Schwartz.As an effective means of resource allocation, Merger &Acquisition plays a very important role in the process of enterprises’growth . It can rapidly enlarge the enterprises’ scales and improve their core competence, as well as their market share through this way of external growth. Listed companies are the most active ones among those enterprises who involved in M&A.A company can grow by taking over the assets or facilities of another firm .The various methods by which one firm obtains or “marries into” the business, assets, or facilities of another company are mergers, combinations, or acquisitions.1 These terms are not used rigidly. In general, however, a merger signifies that one firm obtains another by issuing its stock in exchange for the shares belonging to owners of the acquired firm, or buys another firm with cash. Company X gives some of its shares to Company Y shareholders for the outstanding Y stock. When the transaction is complete, Company X owns Company Y because it has all (or almost all) of, the Y stock. Company Y’s former stockholders are now stockholders in Company X. In a combination, a new corporation is formed from two or more companies who wish to combine. The shares of the new company are exchanged for those of the original companies. The difference between a combination and a merger lies more in legal distinctions than in any discernible differences in the economic or financial result. In practice, the terms merger or combination are often used interchangeably.An acquisition usually refers to a transaction in which one firm buys the major assets or the controlling shares of another company. On occasion, one corporation has purchased another corporation’s subsidiaries.An acquisition differs from a merger in that generally (but not always) cash is used rather than an exchange ofsecurities.A firm which either by the exchange of securities or purchase owns or controls subsidiary companies but does not engage in activities of its own is called a holding company. The holding company differs from a parent company in that the parent company has production functions of its own whereas a holding company exists mainly to control or coordinate its subsidiaries.No new net financial holdings are created in the economy by any of the forms of merger or acquisition [Mossin (1973)]. If the transaction involves an exchange of st ock, the supply of shares of one company’s stock is eliminated and is replaced by the shares of the surviving company. If the transaction is financed by cash, cash holdings by individuals go up, but cash held by corporations goes down; the supply of outstanding securities in the hands of the public goes down, but the amount held by corporations rises. If a corporation floats new securities to obtain funds to finance its acquisition, the process is slightly roundabout, but the net results are the same. One section of the public surrenders its cash for new corporate securities; another group gives up a different issue of securities for cash.A few studies have examined the long-term financial performance of firms involved in M&A. Ravenscraft and Scherer (1989) found that the financial performance of target firms deteriorated during the post-merger period compared to that of the pre-merger period. Herman and Lowenstein (1988) examined the post-takeover performance of hostile takeovers and found contradictory results for takeovers in different time-periods. Both these studies used primarily2 accrual accounting variables, which could be affected by the accounting choices for consolidation of financial statements. Healy, Palepu and Ruback (1992) examined post-merg er performance using the “median operating cash flow return on actual market value for 50 combined target and acquirer firms in years surrounding mergers completed in the period 1979 to mid-1984” and found that“the merged firms have significant improvements in post-merger asset productivity relative to their industries leading to higher operating cash flow returns .There is a strong positive relation between post-merger increases in operating cash flows and abnormal stock returns at merger announcements, indicating that expectations of economic improvements underlie the equity revaluations of the merged firms.” The study also found that “Although cash flow performance improves on average, a quarter of the sample firms have negative post-merger cash flow cha nges.”The reader probably expects the stockholders of acquired firms to earn positive,and highly significant excess returns. After all, merger premiums rose to 25-30 percent during the 1958-1978 period [Dodd and Ruback (1977)]. What about the acquiring f irms? If the acquired firms’stockholders profit handsomely from a merger, should not the acquiring firms stockholders lose? Are mergers zero-sum events? Is wealth created by mergers? Let us examine much of the empirical evidence. Mandelker (1974) put forth the Perfectly Competitive Acquisitions Market (PCAM) hypothesis in which competition equates returns on assets of similar risk, such that acquiring firms should pay premiums to the extent that no excess returns are realized to their stockholders. The PCAM holds that only the acquired firms’ stockholders earn excess returns. However, Mandelker studied mergers of 241 acquiring firms during the 1948-1967 period, and found that acquiring firms’ stockholder earned 5.1 percent during the 40 months prior to the mergers, but excess returns decreased by 1.7 percent in the 40 months following the merger. Positive net excess returns (3.7 percent) were earned by the acquiring firms in the Mandelker study. Thus, Mandelker found no evidence that acquiring firms paid too much for the acquired firms. Moreover, the acquired firms’ stockholders realized excess returns of 12 percent for the 40 month period prior to the merger, and 14 percent for the seven-month period prior to the merger.The Mandelker results have been substantiated by much of the empirical literature. Dodd and Ruback (1977) found that successful acquiring firms’ stockholders gained 2.8 percent in the month before the merger announcement during the 1958-1978 period, whereas the successful acquired firms’ stoc kholders gained 20.9 percent excess returns. Dodd and Ruback found that the acquired firms’ stockholders gained 19.0 percent even if the merger was unsuccessful, whereas the acquiring firms’ stockholders gained less than one percent. The empirical evidence for the 1973-1998 period is consistent, from 20 months prior to the merger to its close, the combined firms’ stockholders gain approximately 1.9 percent [Andrade, Mitchell, and Stafford (2001)]. Moeller, Schlingemann, and Stulz (2003) analyzed 12,023 mergers during the 1980-2001 period and found a 1.1 percent gain to acquiring firms shareholders.Mergers may enhance stockholder wealth; however, whereas Andrade, Mitchell, and Stafford further found that the target, or acquired stockholders gained about 23.8 percent for the 20 month period, consistent across the decades of the 1973-1998 period, the acquiring firms’ stockholders lost about 3.8 percent, during the corresponding 20 month period. For the largest merger in U.S. history prior to 1983,Ruback (1982) found that DuPont lost 9.89 percent ($789 million of stockholder wealth) in the month prior to the merger announcement whereas Conoco stockholders gained 71.2 percent ($3201.2 million) for the two-month period prior to the successful DuPont merger announcement.Do mergers affect the firms’ operations? Hall (1993) found that research and development (R&D) activities were not impacted significantly by mergers. Hall found no lessening of R&D spending. Healy, Palepu, and Ruback (1992) reported that mergers seeking strategic takeovers outperformed financially-motivated takeover. Strategic takeovers generally involved friendly takeovers financed with stock whereas financial takeovers were hostile takeovers involving cash payments. During the 1979-1982 period , for the 50 largest mergers, Healy, Palepu, and Ruback found that strategic takeovers made money for the acquiring firms whereas financial takeovers broke even. Acquiring stockholders of strategic acquisitions made 4.4 percent for five years post-merger, assuming no premiums paid, whereas financial takeovers earned the acquiring stockholders 1.1 percent. The premiums paid in financial takeovers were higher (45%) than in strategic takeovers (35%), and the synergies were lower in financial takeovers. Trimbath (2002, p. 137) found “no significant merger effect on net profit, operating profit, or market value” when analyzing firms purchased by Fortune 500 firms during the 1981-1995 period. Mergers generate a net gain for stockholders in the U.S. economy, but one prefers to be a stockholder in the acquired, rather than the acquiring, firm.Mergers and acquisitions have been a major source of corporate growth and economic concentration during the past 125 years. The empirical evidence is mixed; most acquired firms’ st ockholders profit handsomely with excess returns exceeding 25 percent whereas acquiring firms’ shareholders earn excess returns of only about 1 to 1.50 percent.Although mergers, combinations, and acquisitions are exciting events of great interest to the financial community, there is much uncertainty that whether M & A improves the operating performance of listed companies. Therefore, we need to further research.译文并购资料来源:定量公司财务管理[米].纽约，纽约州：斯普林格委，2007作者：小盖哈约翰B和礼施瓦茨作为资源配置的有效手段，并购在企业成长的过程中起着非常重要的作用。
收购与重组(英文版)
buys a controlling interest in another firm with the intent of making the acquired firm a subsidiary business within its own portfolio
Strategic
Competitiveness
Above-Average
Returns
Feedback
2
Mergers and Acquisitions
Merger: a strategy through which two firms agree to integrate their operations on a relatively co-equal basis
– when a firm is able to sell its goods or services above competitive levels or
– when the costs of its primary or support activities are below those of its competitors
(particularly when management styles differ) – resolving problems regarding the status of the
newly acquired firm’s executives – loss of key personnel weakens the acquired
– Develop new products internally – introduce new products into the marketplace
收购和并购英语作文
收购和并购英语作文In the dynamic landscape of business, acquisitions andmergers are strategic maneuvers that companies employ to grow, diversify, and strengthen their market position. These corporate actions, while distinct in nature, often share a common goal: to create value for shareholders and enhance the company's competitive edge.Acquisitions refer to the process where one company, known as the acquirer, purchases a significant portion or all of the equity interest of another company, the target. This can be driven by various motives, such as gaining access to new markets, acquiring valuable assets, or eliminating competition. The acquirer may choose to integrate the target company into its existing operations or operate it as a separate entity.On the other hand, mergers occur when two or more companies agree to combine their operations and form a single entity. The rationale behind a merger can range from achieving economies of scale to enhancing the combined company'sability to innovate. Mergers often involve a more complex negotiation process, as both parties must agree on terms that are mutually beneficial.The process of an acquisition or merger begins with due diligence, where the acquiring company investigates thetarget's financial records, legal status, and businessoperations. This is crucial to assess the true value of the target and to identify any potential risks or liabilities. Following due diligence, negotiations take place to determine the terms of the deal, including the price and the structure of the transaction.Once the deal is agreed upon, it must be approved by the boards of directors of both companies and, in many cases, by the shareholders as well. Regulatory approval is also a critical step, as mergers and acquisitions can have significant implications for competition within an industry.The successful integration of an acquired company or the newly formed entity post-merger is a complex task that requires careful planning and execution. It involves harmonizing corporate cultures, integrating systems and processes, and aligning strategies to ensure that the combined entity can operate efficiently and effectively.However, not all acquisitions and mergers are successful. Challenges such as cultural clashes, resistance to change, and unexpected liabilities can derail the best-laid plans. Therefore, it is essential for companies to approach these transactions with a clear strategy, thorough due diligence, and a robust integration plan.In conclusion, acquisitions and mergers are powerful toolsfor companies seeking to expand their reach, increase their market share, or gain a competitive advantage. While they present significant opportunities, they also come with considerable risks and challenges. Companies must approachthese corporate actions with a well-thought-out strategy and a commitment to successful integration to maximize the benefits and mitigate the risks.。
合并和收购– 起草须知(英文版)
MERGERS & ACQUISITIONS – DRAFTING CONSIDERATIONS1.INTRODUCTIONIn 2006, the enactment of the new Company Law, completion of the “Split-share” reform and end of WTO grace periods for certain important industries became the three key factors leading the market of mergers and acquisitions in China into a new era. The increasing maturity of China‟s business environment is evidenced by the growing number of mergers and acquisitions currently taking place in the PRC. This area of law is still developing and the government has been playing an active role to control foreign investment in the form of mergers and acquisitions through legislation, which has encouraged a more cautious approach in the examination and selection of foreign investment. Parties to a transaction must therefore always be mindful of new legislation and policies that could impact on their deal structure and on the assurances they seek from vendors.Originally, getting established in China meant forming a joint venture with a local party. This trend has been surpassed by foreign investors‟ increased preference to use wholly foreign owned enterprises (“WFOEs”) as their investment vehicle of choice. In the last number of years, however, increasing numbers of foreign investors have concluded that rather than starting an enterprise from scratch, they can either buy-out their joint venture partner or enter the China market by acquiring a local PRC company, a state-owned enterprise (“SOE”) or WFOE that already has an existing track record and operating history in China. This chapter focuses on the most common ways that this trend is taking place in China and it contains the following agreements:1.Asset Purchase Agreement;2.Equity Purchase Letter of Intent for an SOE;3.Equity Purchase Agreement for an SOE;4.Equity Purchase Letter of Intent for a WFOE; and5.Equity Purchase Agreement for a WFOE;As well as:6.Representations and Warranties for an Asset Purchase; and7.Representations and Warranties for an Equity Purchase.2.RELEVANT LEGISLATIONAcquiring a PRC company will require reference to the following legislation:2.1Foreign Investment and Company Law(i)Company Law, January 1, 2006(ii)Law of the PRC on Chinese Foreign Equity Joint Ventures, March 15, 2001(iii)Regulations on the Merger and Division of Foreign Invested Enterprises, November 22, 2001(iv)Provisions on the Change of Shareholding of Foreign-Invested Enterprises, May 28, 1997(v)Rules on the Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, September 8, 2006(vi)Notice on Relevant Matters in relation to the Strengthening of the Administration of the Approval, Registration, Foreign Exchange and Taxation Matters for ForeignInvestment Enterprises, January 1, 2003(vii)Opinions on Certain Aspects Concerning the Enforcement of the Laws Applicable to Approval and Registration of Foreign-Invested Companies, April 24, 2006(viii)Measures on the Administration of Strategic Investments in Listed Companies Made by Foreign Investors, January 31, 20062.2Tax Laws(i)Provisional Regulations Concerning Income Tax Treatment of BusinessReorganizations Such as Mergers, Divisions, Reorganizations of Equity, and Transferof Assets by Foreign-invested Enterprises of April 28, 1997(ii)Notice on Income Tax Issues Relating to Mergers and Division of Enterprises of June 21, 2000(iii)Income Tax Law of the PRC for Enterprises with Foreign Investment and Foreign Enterprises, July 1, 1997, and its implementing rules and interpretation(iv)Treatment Measures on the Income Tax Matters concerning the Debt Restructuring of Enterprises, March 1, 2003(v)Notice of the State Administration of Taxation on Taxes on Foreign Investors for Acquiring Domestic Enterprises‟ Shares, January 1, 2003(vi)Corporate Income Tax Law of the People‟s Republic of China, effective from January 1, 20082.3Partnerships(i)General Principles of the Civil Law of the PRC, January 1, 1987(ii)Partnership Law, June 1, 2007(iii)Measures of the People‟s Republic of China on the Administration of the Partnership Registration, November 19, 1997(iv)Private Enterprise Regulations of July 1, 1988, and Implementing Measures (As Amended 1998)2.4Environmental Laws(i)Environmental Protection Law of the PRC, December 26, 1998(ii)Environmental Protection Law of the PRC against Pollution of Solid Disposals, April 1, 2005(iii)Environmental Protection Law of the PRC against Pollution of Water, amended in May 15, 1996(iv)Environmental Protection Law of the PRC against Pollution of Noise, March 1, 1997(v)Marine Environmental Protection Law of the PRC, April 1, 2000(vi)Law on the Prevention and Control of Atmospheric Pollution, September 1, 20002.5Labour Laws(i)Employment Contract Law of the People‟s Republic of China, effective on January 1,2008(ii)Provisions on the Administration of Employment in Foreign-Invested Enterprises, August 11, 1994(iii)Measures on Economic Remedies for Breach and Termination of Employment Contract, December 3, 1994。
企业并购重组整合咨询报告(英文版)
企业并购重组整合咨询报告(英文版）Consulting Report on Corporate Merger and Restructuring IntegrationExecutive SummaryThis consulting report provides an analysis of the merger and restructuring integration for Company ABC and Company XYZ. The objective of this report is to provide recommendations for a successful integration process that maximizes the potential benefits of the merger. The report includes an analysis of the cultural, operational, and financial aspects of the integration, as well as a detailed action plan for the implementation phase.1. IntroductionThe merger between Company ABC and Company XYZ presents both opportunities and challenges. The two companies have complementary strengths and resources that can be leveraged to create a stronger and more competitive entity. However, the integration process requires careful planning and execution to ensure a smooth transition and minimize disruptions to the business operations.2. Cultural IntegrationCultural integration is a critical aspect of a successful merger. The report recommends the formation of a cross-functional integration team that includes members from both companies. This team will be responsible for identifying and addressing any cultural differences and facilitating a smooth integration process. Regular communication through town hall meetings and other channels will be crucial for keeping employees informed and engagedthroughout the transition.Additionally, a comprehensive cultural assessment should be conducted to identify potential challenges and develop strategies to align the values and norms of both companies. Employee training and development programs can also help foster a unified corporate culture and promote collaboration among teams.3. Operational IntegrationOperational integration involves combining the business processes, systems, and infrastructure of the two companies. The report suggests conducting a thorough operational analysis to identify redundancies and inefficiencies in order to streamline the operations. Clear communication and collaboration between the integration team and key stakeholders will be crucial to ensure that the integration is aligned with the overall corporate strategy.Cross-training programs can help employees adapt to new roles and responsibilities, while technology integration will require careful planning and coordination between IT departments. The implementation of shared service centers and the consolidation of facilities, where feasible, can also generate cost savings and improve operational efficiency.4. Financial IntegrationThe financial integration of the two companies will involve aligning accounting practices, financial reporting systems, and capital structures. The report recommends conducting a comprehensive financial analysis to identify potential synergies and cost-saving opportunities. Financial reports and forecastsshould be updated regularly to reflect the progress and performance of the integrated entity.Additionally, key performance indicators (KPIs) should be established to measure the success of the merger and track the achievement of strategic objectives. Integration-related costs should also be carefully managed and monitored to ensure that they are within budget.5. Action Plan for ImplementationThe successful implementation of the merger and restructuring integration requires a well-defined action plan. The report provides a detailed timeline that outlines the key activities and milestones for the integration process. It also includes a risk management plan to identify and mitigate potential risks and challenges that may arise during the integration.Regular progress reviews and continuous communication with stakeholders will be critical to ensuring that the integration stays on track and any issues are addressed promptly. The action plan also includes a post-implementation assessment to evaluate the effectiveness of the integration and identify areas for further improvement.ConclusionThe merger and restructuring integration of Company ABC and Company XYZ present a significant opportunity for growth and competitiveness. The successful integration requires careful planning, effective communication, and collaboration between the integration team and key stakeholders. By addressing cultural,operational, and financial aspects, and following the action plan outlined in this report, the merged entity can achieve a seamless and successful integration, ultimately realizing the full potential of the merger.6. Communication and Stakeholder Engagement Effective communication and stakeholder engagement are essential for a successful merger and restructuring integration. The report recommends developing a comprehensive communication plan that defines the key messages, target audiences, and communication channels. Regular updates should be provided to employees, customers, suppliers, and other stakeholders to keep them informed about the integration process and address any concerns or questions.Town hall meetings, employee forums, and other interactive platforms should be utilized to create opportunities for employees to provide feedback and participate in the decision-making process. Open and transparent communication will help build trust and promote employee engagement throughout the integration.In addition to internal communication, external stakeholders, such as customers, suppliers, and shareholders, should also be kept informed about the integration. Regular updates through press releases, websites, and investor relations communications will help manage external perceptions and maintain confidence in the merged entity.7. Human Resources and Talent ManagementHuman resources play a critical role in the successful integration of two companies. The report recommends conducting a comprehensive talent assessment to identify key employees andtheir skills, as well as potential gaps that need to be addressed. A clear talent retention and development strategy should be established to ensure the retention and motivation of top performers.Employee engagement programs, such as recognition and reward initiatives, should be implemented to boost morale and promote a positive and inclusive work environment. Training and development programs can address skill gaps and help employees adapt to new roles and responsibilities. Regular performance reviews and career development conversations should be conducted to provide ongoing feedback and support.It is also important to align compensation and benefits programs to ensure fairness and consistency across the merged entity. A comprehensive communication plan should be developed to inform employees about any changes in compensation and benefits packages.8. Legal and Regulatory ComplianceCompliance with legal and regulatory requirements is critical for the success of the merger and restructuring integration. The report suggests conducting a detailed legal and regulatory review to identify any potential risks or issues that may arise during the integration process. This includes understanding competition laws, labor laws, and any industry-specific regulations that may apply. In cases where the merger requires approval from regulatory bodies, the necessary filings and documentation should be prepared in a timely manner to ensure compliance. Legal supportshould be engaged to navigate any legal complexities and ensure that the integration process adheres to all applicable laws and regulations.9. Risk Management and Contingency PlanningThe integration process is not without risks, and it is important to have a risk management and contingency plan in place. The report recommends conducting a comprehensive risk assessment to identify potential risks and develop strategies to mitigate or address them. This includes identifying and addressing potential financial, operational, legal, and reputational risks.A dedicated risk management team should be established to monitor the progress of the integration and proactively identify any risks or issues that arise. Mitigation strategies should be developed and implemented promptly to minimize the impact on the integration process.Contingency plans should also be developed to address any unforeseen circumstances or disruptions that may occur during the integration. This includes having backup solutions for critical systems and processes, as well as alternative strategies in case any challenges or roadblocks arise.10. Post-Implementation Assessment and Continuous ImprovementAfter the implementation of the merger and restructuring integration, it is important to conduct a post-implementation assessment to evaluate the effectiveness of the integration and identify areas for improvement. This assessment should include areview of the stated objectives and key performance indicators to measure the success of the integration.Feedback should be gathered from employees, customers, and other stakeholders to identify any areas of improvement or lessons learned. This feedback should be used to drive continuous improvement and refine processes and strategies for future mergers and integrations.Regular monitoring and reporting should be established to track the performance of the merged entity and ensure that the integration goals and synergies are being realized. Key metrics and performance indicators should be reviewed regularly to assess progress and make any necessary adjustments.ConclusionIn conclusion, a successful merger and restructuring integration require careful planning, effective communication, and collaboration between all stakeholders. By addressing the cultural, operational, financial, and legal aspects outlined in this report, the merged entity can achieve a seamless integration and maximize the potential benefits of the merger. Continuous monitoring, assessment, and improvement will be key to ensure long-term success and sustainability of the merged entity. With a clear action plan and a focus on stakeholder engagement, the integration process can lead to a stronger, more competitive organization.。
7 收购与重组战略
商务部称，为了减少这种不利影响，与可口可乐公司就附加限制性条 件进行了商谈，要求其提出可行的解决方案。之后商务部经对可口可 乐公司提出的解决方案进行评估，认为方案不能有效减少不利影响。 据此，根据反垄断法第二十八条，作出禁止收购的决定。
（2）目标筛选
考虑因素：
目标企业是否符合主并企业的战略需求； 是否具有某种财务或战略性资源可利用； 规模的适度性； 与主业的关联性（行业关联企业更可能提供主并
企业所需资源，产生协同效应）
（3）尽职调查
目标：解决信息不对称问题 着手处：业务/市场、资产、负债、财务、
税务、经营、战略、法律。 很多并购失败，是因为尽职调查不充分，
在过去的30年当中，KKR累计完成了146项私募投资，交易总额超过了 2630亿美元。
KKR VS雷诺兹-纳贝斯克 恶意杠杆收购的代名词
1988-1989年，在雷诺兹-纳贝斯克的收购混战中，KKR 利用混战后雷诺兹-纳贝斯克股价跌至45美元的机会，以 每股109美元的不可思议的高价以杠杆收购了雷诺兹-纳贝 斯克公司，动用资金达310亿美元，一举击败所有的对手 ，不仅完成了这场被称为美国20世纪最著名的恶意收购， 而公司自身也一跃成为拥有顶级财经法律专家、专业进行 杠杆收购的世界顶级公司。
三、收购战略的动机和风险研究
（一）收购战略的动机 越过市场进入壁垒
跨国公司进入新兴经济体 新兴经济体企业进入西方国家
MergersandAcquisition(高级公司财务—兼并和收购—英文版课件)
B acquires shares in A from A’s shareholders in exchange for cash. A, as a subsidiary of B, may subsequently transfer its trade and assets to its new parent company, B (transfer of shares).
• The negotiations 谈判 or tendering activity may involve the dissemination 传播 of new information – the market then may revalue previously “undervalued” shares 会重新评估以前被低估的股份
– Merge with a supplier or a customer 与供应商或购买者合作
– Control over suppliers “may” reduce costs.
– Over integration can cause the opposite effect. 再整合带来的积极 影响
efficiencyexplanations?differentialefficiencytheory效用理论?managementoffirmamoreefficientthanmanagementoffirmb?inefficientmanagementtheory?anothercontrolgroupmightbeabletomanagetheassetsmoreanothercontrolgroupmightbeabletomanagetheassetsmoreeffectively5?efficiencyisincreasedbymergeratfirmandeconomylevel?inpracticetheacquiringfirmsmaybeoveroptimisticintheirjudgementoftheirimpactsontheperformanceoftheacquiredfirms过分乐观高估了自己对被收购公司的影响力?mayoverpaytotheacquiredfirmsorfailtoimprovetheirperformanceroll1986informationtheories信息理论?managementisstimulated激励toimplement实施ahighervaluedoperatingstrategy6?thenegotiations谈判ortenderingactivitymayinvolvethedissemination传播ofnewinformationthemarketthenmayrevaluepreviouslyundervaluedshares会重新评估以前被低估的股份agencyproblems?agencyproblemariseswhenmanagersownonlyafraction分数oftheownershipsharesofthefirm?henceworklessvigorouslyandconsumemoreperquisites津贴atthecostofmajorityownersperquisites津贴atthecostofmajorityowners?threattotakeover接管的威胁canmitigate减轻agencyproblemviamonitoringmanagersonbehalfofind
合并、收购常用英语词汇
合并、收购常用英语词汇商务部3月18日正式宣布，根据中国反垄断法制止可口可乐收购汇源。
据悉，这是反垄断法自去年8月1日实施以来首个未获通过的案例。
并购是商务领域中常见的经济行为，下面我们就来了解一些相关用法吧。
Following are some sentences that make use of merger and acquisition terms: 以下是一些应用并购事宜术语的例句：Merger / acquisition 合并/收购That pany lives by mergers and acquisitions. They just keep growing and growing. 那家公司靠合并和收购为生。
他们在不断扩张。
Takeover 接收/接收I think that pany is ripe for a takeover. They have great market share but they’re in poor financial condition. 我觉得是时候接收那家公司了。
虽然他们仍占有很高的市场份额，但他们的财务状况简直糟透了。
Leveraged buyout 融资收购That leveraged buyout was some smart thinking on your part. We diversified our product line and expanded our market share without laying out any cash. 那宗融资收购非常成功。
你的主意真不错,通过这次收购，我们不但使生产线得以多元化，而且没花一分钱就扩大了市场份额。
Crown jewels 拳头部门In our lineup of health care products, the Cosmetics division is our crown jewel. 在我们生产卫生保健产品的一系列部门中，化装品部是最具竞争力的拳头部门。
收购和并购英语作文初中
Acquisitions and mergers are significant activities in the corporate world that involve the consolidation of two or more companies into one entity.This essay will explore the reasons behind such activities,the process involved,and the potential outcomes for the companies and their stakeholders.Reasons for Acquisitions and Mergers1.Strategic Growth:Companies often engage in acquisitions or mergers to expand their market presence,diversify their product or service offerings,or enter new markets.2.Economies of Scale:By combining operations,companies can achieve cost savings through the elimination of redundancies and the streamlining of processes.3.Access to Resources:Acquisitions can provide a company with access to new technologies,intellectual property,or skilled personnel that might be difficult to acquire otherwise.4.Market Power:Larger companies resulting from mergers can have greater influence over suppliers,customers,and competitors,potentially leading to higher profit margins.5.Risk Management:Diversification through acquisitions can help companies spread their risk across different markets or product lines.The Process of Acquisitions and Mergers1.Identification of Target:The acquiring company identifies potential targets that align with its strategic goals.2.Due Diligence:This involves a thorough investigation of the target companys financials,operations,legal status,and other relevant aspects to assess its value and potential risks.3.Negotiation:The two parties negotiate the terms of the deal,including the purchase price,payment structure,and any conditions that must be met.4.Regulatory Approval:Depending on the size and nature of the deal,regulatory bodies may need to approve the merger or acquisition to ensure it does not lead to a monopoly or violate antitrust laws.5.Integration:Postacquisition,the two companies must be integrated,which can involvemerging cultures,systems,and operations.Potential Outcomes1.Synergies:The combined company may achieve synergies that lead to increased efficiency and profitability.2.Cultural Clash:There can be challenges in merging company cultures,which may lead to employee dissatisfaction and turnover.3.Customer Reaction:Customers may react positively or negatively to the merger, depending on their perception of the new entity and any changes in product or service offerings.4.Financial Impact:The deal can have immediate and longterm financial implications for both the acquiring and target companies,including potential writedowns or gains.5.Market Response:The stock market may react to the announcement of a merger or acquisition,affecting the share prices of both companies.In conclusion,acquisitions and mergers are complex transactions that can have farreaching implications for the companies involved and the broader market.While they offer opportunities for growth and efficiency,they also present risks that must be carefully managed.As such,companies must approach these activities with a strategic mindset and a thorough understanding of the potential outcomes.。
7收购与重组(1)
Acquisition of a competitor may result in
– more predictable returns – faster market entry – rapid access to new capabilities
(particularly when management styles differ) – resolving problems regarding the status of the
newly acquired firm’s executives – loss of key personnel weakens the acquired
Strategic
Competitiveness
Above-Average
Returns
Feedback
2
Mergers and Acquisitions
Merger: a strategy through which two firms agree to integrate their operations on a relatively co-equal basis
– provides a new entrant with immediate market
access
6
Reasons for Making Acquisitions:
Cost of New Product Development and Speed to Market
Significant investments of a firm’s resources are required to
并购英语作文
并购英语作文Mergers and acquisitions MA have become a common phenomenon in todays business world playing a significant role in the growth and strategic development of companies. Writing an essay on this topic requires a clear understanding of the various aspects of MA including the reasons behind them the process and the potential outcomes.Title The Dynamics of Mergers and Acquisitions in the Global Business LandscapeIntroductionIn the rapidly evolving global economy mergers and acquisitions have emerged as key strategies for businesses to expand their market presence diversify their product offerings and achieve synergies. This essay aims to explore the concept of MA the driving forces behind such business decisions the process involved and the impact on stakeholders. The Rationale Behind MAs1. Market Expansion Companies often engage in MA to enter new markets or strengthen their position in existing ones. This can be achieved by acquiring a firm that already has a strong market presence.2. Diversification MA allows companies to diversify their product or service offerings thereby reducing their reliance on a single market segment and spreading risk.3. Cost Synergies Combining operations can lead to cost savings through economies of scale reduced duplication of efforts and more efficient use of resources.4. Technological Advancement Acquiring a company with cuttingedge technology can provide a competitive edge and accelerate innovation.5. Talent Acquisition MA can be a quick way to gain access to skilled employees and management expertise.The MA Process1. Identification of Targets The process begins with identifying potential targets that align with the companys strategic goals.2. Due Diligence This involves a thorough examination of the target companys financial records legal issues and operational aspects to assess its value and potential risks.3. Negotiation and Valuation The acquiring company negotiates the terms of the deal including the purchase price which is determined through a valuation process.4. Financing Securing the necessary funds for the acquisition which may involve equity debt or a combination of both.5. Integration Postacquisition the challenge lies in integrating the two companies operations cultures and systems to achieve the desired synergies.Impact on Stakeholders1. Shareholders MA can create value for shareholders if the deal leads to increased profitability and market capitalization.2. Employees There may be concerns about job security changes in company culture and potential layoffs due to restructuring.3. Customers The quality of products and services as well as pricing may be affected by the integration process.4. Suppliers and Partners Relationships may need to be reassessed to ensure continued collaboration and efficiency.ConclusionMergers and acquisitions are complex transactions that can significantly impact a companys trajectory. While they offer opportunities for growth and efficiency they also present risks that must be carefully managed. A successful MA strategy requires thorough planning clear communication and a focus on creating longterm value for all stakeholders involved.Recommendations1. Strategic Alignment Ensure that MA activities are aligned with the companys longterm strategic goals.2. Cultural Integration Pay close attention to the integration of corporate cultures to minimize resistance and foster a unified work environment.3. Risk Management Conduct comprehensive due diligence to identify and mitigate potential risks associated with the acquisition.4. Employee Engagement Involve employees in the transition process to ensure a smooth integration and maintain morale.5. Customer Focus Maintain a strong focus on customer needs and expectations throughout the MA process to preserve brand loyalty and market share.By understanding and addressing these aspects companies can navigate the MA landscape more effectively leveraging these strategic moves to achieve sustainable growth and success.。
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– when the costs of its primary or support activities are below those of its competitors
– usually is derived from the size of the firm and its resources and capabilities to compete
Merger: a strategy through which two firms agree to integrate their operations on a relatively co-equal basis
Acquisition: a strategy through which one firm
strategy wherein the target firm did not solicit the acquiring firm’s bid
3
Reasons for Making Acquisitions
Increase market power
Learn and develop new capabilities
Chapter 6 CorporateLevel Strategy
Chapter 7 Acquisition and Restructuring
Strategies
Strategy Implementation
Chapter 10 Corporate Governance
Chapter 11 Organizational Structure and
buys a controlling interest in another firm with the intent of making the acquired firm a subsidiary business within its own portfolio
Takeover: a special type of an acquisition
Controls
Chapter 12 Strategic Leadership
Chapter 13 Strategic Entrepreneurship
Strategic
Competitiveness
Above-Average
Returns
Feedback
2
Mergers and Acquisitions
– provides a new entrant with immediate market
access
6
Reasons for Making Acquisitions:
Cost of New Product Development and Speed to Market
Significant investments of a firm’s resources are required to
4
Reasons for Making Acquisitions:
Increased Market Power
Factors increasing market power
– when a firm is able to sell its goods or services above competitive levels or
Reshape firm’s competitive scope
Overcome entry barriers
Cost of new product development
Acquisitions
Increase speed to market
Increase diversification
Lower risk compared to developing new products
收购与重组(英文版)
©2003 Southwestern Publishing Company
1
Strategic Inputs
Chapter 2 The External Environment
Chapter 3 The Internal Environment
Strategic Intent Strategic Mission
Barriers to entry include
– economies of scale in established competitors
– differentiated products by competitors
– enduring relationships with customers that create product loyalties with competitors
The Strategic Management Process
Strategic Outcomes Strategic Actions
Strategy Formulation
Chapter 4 Business-Level
Strategy
Chapter 5 Competitive Rivalry
and Competitive Dynamics
Market power is increased by
– horizontal acquisitions – vertical acquisitions – related acquisitions
5
Reasons for Making Acquisitions:
Overcome Barriers to Entry
acquisition of an established company
– may be more effective than entering the market as a competitor offering an unfamiliar good or service that is unfamiliar to current buyers