MergersandAcquisition(高级公司财务—兼并和收购—英文版课件)
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.--。
Mergers and Acquisitions
30-14
Cash versus Common Stock
• Overvaluation
– If the target firm shares are too pricey to buy with cash, then go with stock.
• Taxes
– Cash acquisitions usually trigger taxes. – Stock acquisitions are usually tax-free.
Tafrig p rm e a ty o N ufe tiw rv m alue
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McGraw-Hill/Irwin
Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
• The main reason why they do not lies in failures to integrate two companies after a merger.
– Intellectual capital often walks out the door when acquisitions aren't handled carefully.
– If two all-equity firms merge, there is no transfer of synergies to bondholders, but if…
• One Firm has Debt
– The value of the levered shareholder’s call option falls.
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。
并购战略的英语作文
并购战略的英语作文Mergers and acquisitions (M&A) are a vital part of business strategy, enabling companies to grow, diversify, and consolidate their market positions. Here's an essay on M&A strategy in English:The Art of Strategic Mergers and AcquisitionsIn the dynamic landscape of the global marketplace, companies are constantly seeking ways to gain a competitive edge. One such strategy that has proven to be both effective and transformative is the practice of mergers and acquisitions (M&A). This essay will delve into the strategic considerations and benefits of M&A, as well as the challenges that companies must navigate to ensure successful integration and long-term success.Strategic Rationale for M&AM&A activity is driven by a variety of strategic objectives. Companies may pursue M&A to achieve economies of scale, enter new markets, acquire new technologies, or eliminate competitors. A well-executed M&A can lead to increased market share, enhanced operational efficiency, and improvedfinancial performance.Due Diligence: The Foundation of M&ABefore embarking on an M&A, thorough due diligence is imperative. This involves a comprehensive evaluation of the target company's financial health, legal standing, operational capabilities, and market position. Due diligence helps to identify potential risks and opportunities, ensuring that the M&A aligns with the acquiring company's strategic goals.Integration: The Key to SuccessPost-acquisition, the integration process is where the real work begins. Effective integration requires a clear plan and strong leadership. It involves merging corporate cultures, aligning business processes, and integrating systems and technologies. The goal is to create a unified organization that can operate efficiently and effectively.Challenges and RisksDespite the potential benefits, M&A is not without its challenges. Cultural clashes, resistance to change, and integration difficulties can derail even the best-laid plans. Additionally, regulatory hurdles, legal disputes, and market volatility can pose significant risks.ConclusionM&A is a strategic tool that, when used wisely, can propel a company to new heights of success. It requires carefulplanning, rigorous due diligence, and a thoughtful approach to integration. By navigating the complexities of M&A with a clear vision and strategic mindset, companies can leverage this powerful business strategy to achieve sustainable growth and competitive advantage.This essay provides a concise overview of M&A strategy, touching on the rationale, process, and challenges associated with such business activities. It can serve as a starting point for further exploration or as a reference for those interested in the subject.。
现代企业财务管理--兼并与收购(英文版)
Varieties of Takeovers
Merger
Acquisition
Acquisition of Stock
Takeovers
Proxy Contest Acquisition of Assets
Going Private (LBO)
3 0 . 2 The Tax Forms of Acquisitions
3 0 . 8 Two "Bad" Reasons for Mergers
❖ Earnings Growth
Only an accounting illusion.
❖ Diversification
Shareholders who wish to diversify can accomplish this at much lower cost with one phone call to their broker than can management with a takeover.
❖ One Firm has Debt
The value of the levered shareholder’s call option falls.
❖ How Can Shareholders Reduce their Losses from the Coinsurance Effect?
29MergersandAcquisitions共22页文档
Transactions that bypass the management are considered hostile, as the target firm’s managers are generally opposed to the deal.
In a consolidation, an entirely new firm is created. Mergers must comply with applicable state laws. Usually,
shareholders must approve the merger by a vote.
Chapter 29: Mergers and Acquisitions
Basic terms and definitions concerning mergers and acquisitions
Reasons for mergers and acquisitions Real world empirical observations An example of valuing a potential acquisition
WSU EMBA Corporate Finance
29-3
Mergers and Acquisitions
In reality, there is always a bidder and a target. Almost all transactions could be classified as acquisitions. Some modern finance textbooks use the two terms interchangeably.
收购和并购英语作文初中
收购和并购英语作文初中标题，Merger and Acquisition: Driving Forces of Corporate Expansion。
In the contemporary business landscape, merger and acquisition (M&A) activities have become ubiquitous, serving as potent strategies for companies to bolster their market presence, enhance competitiveness, and drive growth. This essay delves into the intricacies of M&A, exploringits underlying motives, potential benefits, and associated challenges.M&A transactions typically occur when two companies agree to combine their operations, either through a merger, where they form a new entity, or through an acquisition, where one company buys another. The motivations behind such endeavors are manifold and often intertwined. Firstly, M&A enables companies to achieve economies of scale by consolidating resources, streamlining operations, and reducing costs. Through synergy, the combined entity canleverage shared capabilities to enhance efficiency and profitability.Furthermore, M&A presents opportunities for market expansion and diversification. By acquiring or merging with complementary businesses, companies can penetrate new markets, access new customer segments, and broaden their product/service offerings. This strategic maneuvering allows firms to mitigate risks associated with overreliance on a single market or product, thereby enhancing resilience in the face of economic volatility.Moreover, M&A serves as a catalyst for innovation and technological advancement. By joining forces with innovative startups or technology-driven enterprises, established companies can harness cutting-edge expertise and R&D capabilities to drive product innovation and stay ahead of industry trends. This proactive approach to innovation is essential for maintaining relevance in fast-evolving markets.Despite the potential benefits, M&A endeavors are notdevoid of challenges. Cultural integration poses a significant hurdle, as differences in organizational culture, management styles, and employee practices can impede the harmonious amalgamation of entities. Effective leadership, clear communication, and sensitivity to cultural nuances are imperative for fostering a cohesive corporate culture post-merger/acquisition.Moreover, financial considerations such as valuation discrepancies, funding constraints, and regulatory hurdles can complicate M&A negotiations and implementation. Ensuring alignment on valuation methodologies, securing adequate financing, and navigating regulatory approvals require meticulous planning and expertise to facilitate smooth transactions.Additionally, M&A activities entail inherent risks, including strategic misalignment, operational disruptions, and post-merger integration challenges. Failure to adequately assess and address these risks can lead to suboptimal outcomes, such as value erosion, loss of key talent, and reputational damage. Therefore, comprehensivedue diligence, rigorous risk assessment, and proactive mitigation strategies are essential for maximizing the success of M&A endeavors.In conclusion, merger and acquisition activities play a pivotal role in shaping the corporate landscape, driving growth, and fostering innovation. While offering compelling opportunities for market expansion, cost synergies, and strategic diversification, M&A transactions also entail complex challenges that demand careful planning, prudent execution, and effective post-merger integration. By navigating these challenges adeptly, companies can unlock value, enhance competitiveness, and position themselves for sustainable success in an ever-evolving business environment.。
外文翻译--兼并与收购
本科毕业论文外文翻译外文题目：Mergers and Acquisitions出处：The National Interest—Summer200作者：Richard Rosecrance原文：Mergers and Acquisitions.------------------------------------Richard RosecranceTalk about empire has become a cliche. Historians and economists busy themselves comparing America's contemporary rolewith Rome, Napoleonic Erance and imperial Britain. They assume that empire is the only model for a state seeking to project power and influence—ignoring alternatives from the business world. After all, businesses confront many of the same difficulties that states face. When competitors emerge, firms undergo pressure. A corporation may reduce the cost of its products by cutting the costs of raw materials and labor, increasing sales and finding new technological fixes—just as a state might try to increase economic growth, enhance productivity or develop new weapons systems. But if a company reaches the Hmits of its economic market, it may consider a merger with like-minded companies to cope with a competitor.States reaching the limits of their viability as self-sufficient actors can adopt merger strategies, too. Indeed, to preserve its global influence throughout the course of the 21st century, this is a path the United States must consider.Why do companies pursue mergers? Mergers give companies greater flexibility.They achieve greater scale without increasing production. If new products are involved in the merger, a combined firm can avoid anti-trust problems. Larger scale allows a company to maintain its position in the industry. Usually it can invest innew products, run higher advertising budgets and sometimes achieve lower prices. A large producer can get raw materials at reduced cost. Wal-Mart, the contemporary exemplar of corporate expansion, has not shrunk from plunging into new markets and cutting prices—thereby forcing the merger between K-Mart and Sears. Now Gillette is combining with Proctor and Gamble to offset Wal-Mart's domination in the household sector. Verizon's success in communications is provoking a connection between Nextel and Sprint, and Verizon is in turn seeking to acquire MCI. Oracle and PeopleSoft are merging to counter SAP in enterprise software. Hewlettt-Packard merged with Compaq to match Dell Computer's gains and is open to new merger strategies. Mergers give nations similar advantages in flexibility,and of course nations do not face antitrust problems.Wha t are mergers among states? They are arrangements that combine political leaderships to project greater power and influence in the world at large. A new superstate is not necessarily created.Countries retain separate governments and legislatures. Internal elections and democracy continue. But merged nations also accept a common code of behavior that their electorates sustain. They create merged bureaucracies and common decision-making councils that give effect to their unity. Approval by democratic publics lends credibility to the merger commitment on all sides. The European Union, for example, has developed such institutions and has now become a merged entity of 25 states that boasts a population of 450 million and a combined GDP of over $12 trillion.In the past, nation-states were usually content to form alliances forged through the balance of power. Ententes offered quick expedients in crises. Some arrangements, such as NATO, have endured even when the reason for their existence has passed. But even the most successful alliances face difficulties when situations change. In addition, alliances are vulnerable to public-goods problems. Why shouldn't countries "free-ride", letting someone else take the lead in opposing an aggressor? Within alliances, there are always attempts to shift burdens on to someone else, as NATO itself demonstrated. Thus, alliance ties may attenuate or become ineffective. The Franco-Russian alliance did not prevent Hitler from rewriting the map of easternEurope. The Little Entente did not guarantee help for Czechoslovakia from either France or Britain when the German dictator upped the ante in 1938. Stalin's non-aggression treaty with Hitler did not prevent the German attack of June 22, 1941. Though allies rarely attack one another, typical alliances represent a temporary confluence of interest between parties which rests on shifting historical sands. The legal requirement—rebus sic stantibus, things remaining the same—may not always obtain.Mergers among states are a different kettle of fish and have advantages over alliances. Because they are negotiated on the basis of contractual commitment and intended long-term relationships, they are not as vulnerable to public-goods problems. Instead, interstate mergers provide"club goods"—benefits that only members can enjoy. They emerge as much from historic commonalties as they do from oppositions. Common ideologies and democratic ideas solidify the union. Furthermore, one country cannot politically subsume another, and peoples of the merged states must agree before the union takes place. In fact, political mergers are in some ways more permanent than their industrial counterparts. hewlett-Packard may sell Compaq. Time-Warner may jettison AOL. In contrast, the European Union reluctantly allowed Norway to opt out while sustaining its other membership commitments. The upcoming national ratifications of the new European constitution could go awry, but ultimately they would be repeated and reaffirmed, just as Ireland's acceptance of Maastricht was years ago. State mergers still retain an open-ended flexibility. They are partial and not complete. Other states may join. Participating nations retain sovereignty. Coordination of policy frequently remains incomplete.Still, mergers forge a relation among erstwhile nation-states that is stronger than alliances and much more enduring than ententes. Mergers are also superior to the imperial bond. Imperialism is based on force and ultimately on the capitulation of the desired colony. State mergers are sanctioned by the parties involved. Nor are mergers vulnerable to the upsand downs of the balance of power, with participants changing sides as power trends alter. Sustained by democratic ideas, political mergers have a kind of irrevesibility.And war between merged units is unthinkable. In the European case, merger has ruled out military conflict between two long-time enemies, France and Germany. The Roman Empire collapsed because subordinate units were unequally treated and excluded from some of its benefits and Rome could not militarily discipline them. The returns from invasions did not rise to cover increasing military costs. This disproportion was axiomatic, as it was in the British rule of India. Political mergers—based on equality—confront no such problems.Thus, a Pax Americana is only one response—and an entirely disproportionate one at that—to a foreshadowed inadequacy in power. Farsighted corporations would aim instead to find a merger candidate to remedy the insufficiency. So should nations.The Problem of ChinaThe greatest long-term foreign policy problem facing both the United States and the European Union is what to do with China two decades from now. During that time, China's economic growth will likelyoutstrip that of both powers, though India will also emerge as a major industrial competitor. It is too early to do anything at the moment. China is still an authoritarian nation though its economy is moving in a liberal direction and it may be undergo political change. Democratic or not, Beijing's economic growth will likely foreshadow a hegemonic shift in the leadership of the international system just as did the emergence of imperial Germany in 1871-1914.The question is whether China will follow Bismarckian policies and forego expansionist aims. Bismarck tied Germany up into a series of pacts, limiting its future options and foregoing all but the tidbits of empire. He did not question French or British imperial primacy overseas. Nor did he build a German navy to offset British naval primacy, although bythe end of the 19st century, Germany's growth surpassed that of Britain. Had Bismarck's successors continued these self-limiting policies, there would have been no challenge to England, no rebuff to France, and World War I might have been avoided. As late as 1907, Sir Eyre Crowe of the British Foreign Office was willing to accept German growth that did not involve territorial expansion in the center of Europe. The rise of the United States is another example of growth that didnot overturn the status quo or threaten established powers. Even though Washington emerged from the First World War with the world's secondlargest navy. Great Britain did not long view the United States as a primary opponent. As a democratic country distant from Britain, the United States did not threaten British purposes in Europe orinitially in the empire. China, of course, is not democratic, but neither was Germany when it laid down its self-limiting regime. Then or now, no country has declared war on another simply because of the latter's growth rate. Thus, the key to the future is not Chinese growth but what Beijing does with it. The upshot is that power transitions have taken place without war in the past, and they can do so again.The balance of power may make this transition easier. If the new leader of the system confronts a series of like-minded balancers, the difference in power between the top two states may not be allimportant even though no new mergers take place. Short of mergers, a counterbalancing coalition may link India and Japan with the United States. China's growth will affect those nations as directly as it will America. Thus, Chinese primacy may not translate into the power to expand regionally or internationally.The need to formally balance China's relative strength may not arise, however. An American merger with Europe would create an unbreakable combination that provides similar size and scale as corporate mergers do today. If China becomes the Wal-Mart of world politics, the United States and Europe can do better than Sears and K-Mart. Their union would overshadow Chinese growth and size, and it would accommodate other rising nations as well. For the United States to find a merger partner to offset China, America must deepen its ties to Europe. Only a growing combination of the United States and Europe would be sufficient to offset the dynamic power of China over the long term. By themselves, neither the American nor the European growth rate will match China's. Corporations would know what to do in such circumstances, but states are only now becoming aware of the need for combination.China will not remain immobile as Europe and the United States begin tomerge their foreign policy fortunes. Beijing will turn to neighboring states for support, perhaps negotiating a special trade bloc with Japan, Korea and Southeast Asian states.Beijing might seek tofashion a new currency link among the renminbi, the yen and the won to prevent the dollar's slide from exporting inflation into Far Eastern economies. As China sells more to its own consumers and less to the outside world, a fixed relationship to the U.S. dollar will in any event be less important. At some point China will raise the value of the renminbi to take the economic pressure off its trade relationship with the United States and Europe.译文：兼并与收购关于帝国的报道已经是陈词滥调。
(完整版)外文翻译企业并购
外文文件Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of globalmega-mergers. Like the mergers and acquisitions (M&As) frenzy of the1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets, technological change, global competition, and industry consolidation. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks, concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. Ascredit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent mo st of the world ’s economies into recession, reducing global M&A activity by more than one-third from its previoushigh. This global recession deepened during the first half of 2009—despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policies—extending the slump in M&A activity.In recent years, governments worldwide have intervened aggressively in global credit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offsetdeflationary pressures. What impact have such actions had on mergersand acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to wherethey are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to failare likely to disrupt this process. Such decisions are often based on thenotion that some firms are simply too big to fail because of their potentialimpact on the economy—consider AIG in the United States. Others areclearly motivated by politics. Such actions disrupt the smooth functioningof markets, which rewards good decisions and penalizes poor ones.Allowing a business to believe that it can achieve a size“too big t o fail may create perverse incentives. Plus, there is very little historicalevidence that governments are better than markets at deciding who shouldfail and who should survive.In this chapter, you will gain an understanding of the underlyingdynamics of M&As in the context of an increasingly interconnectedworld. The chapter begins with a discussion of M&As as change agentsin the context of corporate restructuring. The focus is on M&As and whythey happen, with brief consideration given to alternative ways ofincreasing shareholder value. You will also be introduced to a variety oflegal structures and strategies that are employed to restructurecorporations.Throughout this book, a firm that attempts to acquire or merge withanother company is called an acquiring company , acquirer, or bidder.The target company or target is the firm being solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you tounderstand fully;they are all included in a glossary at the end of the book. Mergers and Acquisitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustratedby the ever-changing composition of the so-called Fortune 500—the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on today ’ s list, and some 2,000 firms have appeared iston atthe l one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm ’ s basic operations or fundamentally change its asset or financial structure. ····················································SynergySynergy is the rather simplistic notion that two (or more) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy comprises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can come from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software; normal maintenance spending; obligations such as interest expense, lease payments, and long-term union, customer, and vendor contracts; and taxes. These costs arefixed in that they cannot be altered in the short run.By contrast, variable costs are those that change with output levels. Consequently, for a given scale or amount of fixed expenses, the dollar value of fixed expenses per unit of output and per dollar of revenue decreases as output and sales increase.To illustrate the potential profit improvement from economies of scale, let ’consider an automobile plant that can assemble 10 cars per hour and runs around the clock —which means the plant produces 240 cars per day. The plant ’fixeds expenses per day are $1 million, so the average fixed cost per car produced is $4,167 (i.e., $1,000,000/240). Now imagine an improved assembly line that allows the plant t o assemble 20 cars per hour, or 480 per day. The average fixed cost per car per day falls to $2,083 (i.e., $1,000,000/480). If variable costs (e.g., direct labor) per car do not increase, and the selling price per car remains the same for each car, the profit improvement per car due to the decline in average fixed costs per car per day is $2,084 (i.e., $4,167–$2,083).A firm with high fixed costs as a percentage of total costs will have greater earnings variability than one with a lower ratio of fixed to total costs. Let ’consider two firms with annual revenues of $1 billion and operating profits of $50 million. The fixed costs at the first firm represent 100 percent of total costs, but at the second fixed costs are only half of all costs. If revenues at both firms increased by $50 million, the first firm would see income increase to $100 million, precisely because all of its costs are fixed. Income at the second firm would rise only to $75 million, because half of the $50 million increased revenue would h ave to go to pay for increased variable costs.Using a specific set of skills or an asset currently employed to produce a given product or service to produce something else realizes economies of scope, which are found most often when it is cheaper to combine multiple product lines in one firm than to produce them in separate firms. Procter & Gamble, the consumer products giant, uses its highly regarded consumer marketing skills to sell a full range of personalcare as well as pharmaceutical products. Honda knows how to enhanceinternal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology letscustomers run applications on UNIX and NT operating systems on asingle computer system. Citigroup uses the same computer center toprocess loan applications, deposits, trust services, and mutual fundaccounts for its bank customers’. Each is an example of economies ofscope, where a firm is applying a specific set of skills or assets toproduce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on thecost of capital of the acquiring firm or newly formed firm resulting froma merger or acquisition. The cost of capital is the minimum returnrequired by investors and lenders to induce them to buy a firm ’ s s to lend to the firm.In theory, the cost of capital could be reduced if the merged firms havecash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lowersecurities issuance and transactions costs, or result in a better matchingof investment opportunities with internally generated funds. Combining afirm that has excess cash flows with one whose internally generated cashflow is insufficient to fund its investment opportunities may also result ina lower cost of borrowing. A firm in a mature industry experiencingslowing growth may produce cash flows well in excess of availableinvestment opportunities. Another firm in a high-growth industry may nothave enough cash to realize its investment opportunities. Reflecting theirdifferent growth rates and risk levels, the firm in the mature industry mayhave a lower cost of capital than the one in the high-growth industry, andcombining the two firms could lower the average cost of capital of thecombined firms.DiversificationBuying firms outside a company’currents primary lines of business iscalled diversification , and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost ofcapital, or it may allow a firm to shift its core product lines or marketsinto ones that have higher growth prospects, even ones that are unrelatedto the firm ’currents products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business canhave significant implications for how effective management is in operating the combined firms.··········································A firm facing slower growth in itscurrent markets may be able to accelerate growth through related diversification by selling its current products innew markets that are somewhat unfamiliar and, therefore, mor risky. Suchwas the case when pharmaceutical giant Johnson &Johnson announcedits ultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business inthe fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates bydeveloping or acquiring new products with which it is relativelyunfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney ’ s acquisition of the Eckerd Drugstore chain or J&J$16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, thefirm assumed additional risk, but less so than unrelated diversification ifit had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, suchas General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—compared to shares of focused firms or to their value were theybroken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive companies diversifiedin unrelated areas (i.e., those in different standard industrial classifications) as riskier because management has difficulty understanding these companies and often fails to provide full funding forthe most attractive investment opportunities.Moreover, outside investorsmay have a difficult time understanding how to value the various parts ofhighly diversified businesses.Researchers differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use M&As to makerapid adjustments to changes in their external environments. Althoughchange can come from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been majorforces in creating new opportunities for growth, and threatening, or making obsolete, firms ’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation inrecent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activitybecause deregulation breaks down artificial barriers and stimulates competition. During the first half of the 1990s, for instance, the U.S. Department of Defense actively encouraged consolidation of the nation ’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to competitorsthat can resell the power in the utility own’s marketplace respond withM&As to achieve greater operating efficiency. Commercial banks thathave moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance companies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Depression.The Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services companies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telecommunications industry offers a striking illustration. Historically, local and long-distance phone companies were not allowed t o compete against each other, and cable companies were essentially monopolies. Since the Telecommunications Act of 1996, local and long-distance companies are actively encouraged to compete in eachother ’markets, and cable companies are offering both Internet access and local telephone service. When a federal appeals court in 2002 struck down a Federal Communications Commission regulation prohibiting a company from owning a cable television system and a broadcast TV station in the same city, and threw out the rule that barred a company from owning TV stations that reach more than 35 percent of U.S.households, it encouraged new combinations among the largest media companies or purchases of smaller broadcasters.Technological ChangeTechnological advances create new products and industries. The development of the airplane created the passenger airline, avionics, and satellite industries. The emergence of satellite delivery of cable networks t o regional and local stations ignited explosive growth in the cable industry. Today, with the expansion of broadband technology, we are witnessing the convergence of voice, data, and video technologies on the Internet. The emergence of digital camera technology has reduced dramatically the demand for analog cameras and film and sent householdnames such as Kodak and Polaroid scrambling to adapt. The growth ofsatellite radio is increasing its share of the radio advertising market atthe expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger,more bureaucratic firms cannot achieve. With engineering talent often inshort supply and product life cycles shortening, these larger firms may nothave the luxury of time or the resources to innovate. So, they may look toM&As as a fast and sometimes less expensive way to acquire newtechnologies and proprietary know-how to fill gaps in their currentproduct portfolios or to enter entirely new businesses. Acquiring technologies can also be a defensive weapon to keep important new technologies out of the hands of competitors. In 2006, eBay acquiredSkype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boosttrading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had beenunable to realize the benefits of owning Skype and was selling thebusiness to a private investor group for $2.75 billion.Hubris and the“ Winner’ s Curse”Managers sometimes believe that their own valuation of a target firm is superior to the market’ s valuation. Thus, the acquiring company tends to overpay for the target, having been overoptimistic when evaluating petition among bidders also is likely to result in the winner overpaying because ofhubris , even if significant synergies are present.In an auction environment with bidders, the range of bids for a targetcompany is likely to be quite wide, because senior managers t end to bevery competitive and sometimes self-important. Their desire not to losecan drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays morethan the company is worth and may ultimately feel remorse at havingdone so—hence what has come to be called thewinner ’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the ratio of the market value of the acquiring firm ’s stock to the replacement cost of its assets. Firms interested in expansion can choose to invest in new plants and equipment or obtain the assets by acquiring a company with a market value less than what it would cost to replace the assets (i.e., q-ratio ＜1). This theory was very useful in explaining M&A activity during the 1970s, when high inflation and interest rates depressed stock prices well below the book value of many firms. High inflation also caused the replacement cost of assets to be much higher than the book value of assets. Book value refers to the value of assets listed on afirm ’s balance sheet and generally reflects the historical cost of acquiring such assets rather than their current cost.When gasoline refiner Valero Energy Corp. acquired Premcor Inc. in 2005, the $8 billion transaction created the largest refiner in North America. It would have cost an estimated 40 percent more for Valero to build a new refinery with equivalent capacity.Mismanagement (Agency Problems)Agency problems arise when there is a difference between the interests of incumbent managers (i.e., those currently managing the firm) and thefirm ’shareholders. This happens when management owns a small fraction of the outstanding shares of the firm. These managers, who serve as agents of the shareholder, may be more inclined to focus on their own job security and lavish lifestyles than on maximizing shareholder value. When the shares of a company are widely held, the cost of such mismanagement is spread across a large number of shareholders, eachof whom bears only a small portion. This allows for toleration of the mismanagement over long periods. Mergers often take place to correct situations in which there is a separation between what managers and owners (shareholders) want. Low stock prices put pressure on managersto take actions to raise the share price or become the target of acquirers, who perceive the stock to be undervalued and who are usually intent onremoving the underperforming management of the target firm.Agency problems also contribute to management-initiated buyouts, particularly when managers and shareholders disagree over how excess cash flow should be used.Managers may have access to information not readily available to shareholders and may therefore be able to convince lenders to provide funds to buy out shareholders and concentrate ownership in the hands of management.From: Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10外文文件中文翻译并购基础知识：全部你需要知道的并购新千年的第一个十年 , 预示着全世界大规模并购时代的到来。
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影响
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Sensible Reasons for Mergers
Eliminating inefficiencies 消除低效率
Improving management efficiency: • preintegration 整合前- less efficient • Post integration 整合后- more efficient
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Sensible Reasons for Mergers
Economies of Scale 规模经济
A larger firm may be able to reduce its per unit cost by using excess capacity 产能过剩 or spreading fixed costs across more units. 分摊固定成本
• Takeovers encompass包括 a broader set of activities than acquisitions, i.e., acquisitions, Proxy contest代理权争夺, Going private etc. In takeovers, the bidder投标人 offers to pay cash or securities to obtain the stock or assets of the target firm.
Economies of such merger may come from sharing central services such as office management and accounting管理 会计, financial control, executive development, and to-level management 分享中央服务
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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 • Threat to takeover 接管的威胁 can mitigate 减轻 agency problem via monitoring managers on behalf of individual shareholders • Mergers on the other hand could be a manifestation of agency problem rather than a solution兼并也可能带来管理
• May overpay to the acquired firms or fail to improve their performance – Roll (1986)
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Information Theories信息理论
• Management is stimulated 激励 to implement 实施 a higher-valued operating strategy
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). OR 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
Learning outcomes
NPV of Acquisitions
• NPV = Synergy - Premium Paid 协同-支付的权利金 • Benefits from acquisitions are called synergies (revenue enhancement收入增加 , cost reduction花费减少, lower taxes低税, lower cost of capital低资本成本)
• However increasing market share really means increasing the size of the firm relative to other firms in the industry
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Tax Considerations
• Acquiring a growth firm with small or no dividend payout and then selling it to realise capital gains实现资本增长 – substitution of capital gains tax 替代资本利得税 for ordinary income tax 普通收入税 • When growth of a firm has slowed so that earnings retention 留存收益 can not be justified to IRS, an incentive for sale to another firm is created. 9
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Efficiency Explanations
• Differential efficiency theory 效用理论
• Management of firm A more efficient than management of firm B
• Inefficient management theory
• Another control group might be able to manage the assets more effectively • Efficiency is increased by merger (at firm and economy level)
• In practice the acquiring firms may be overoptimistic in their judgement of their impacts on the performance of the acquired firms 过分乐观 高估了自己对被收购公司的影响力
• Acquisition of Stock 收购股份 • Purchase the firm’s voting stocks in exchange for cash, shares or other securities
11Βιβλιοθήκη Basic forms of Acquisitions
• Acquisition of Assets • One firm can acquire another firm by buying all its assets • A formal vote of shareholders of a voting firm is required
• Premium = Price Paid - Market Value of Acquisitions
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Basic forms of Acquisitions
• Merger or Consolidation 兼并或合并 • absorption 吸收 of one firm by another firm (merger) • Consolidation creates entirely new firm 完全巩固创建新公司
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Sensible Reasons for Mergers
Economies of Vertical Integration 经济的垂直整合
– Control over the production process by expanding back toward the output of the raw material and forward to the ultimate consumer 行 程产业链 – 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
问题
• Important reading – Jensen and Meckling (1976)
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Market Power
• Merger can increase firm’s market share 增加市场份额 • Increasing firm size versus synergies 增加公司规模和协同效应 • Larger firms could enjoy benefits due to economies of scale 享受规模经济带来的利益