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Mergers and acquisitions are key growth drivers
•40% of Growth Is From Acquisitions
Value Growers Manage
Both Well
•Sources of Growth
•What really matters in “acquisition for growth” strategies is execution
synergies • Manage risks
•Human component
• High number of people potentially involved (operational, functional and executive people)
• Risk of cultural mismatch • Scarce resources to bridge
Top performers across most industries can create significant shareholder value
•Industry Specific Ranges of Value Creation(1)
•64.5% •62.5%
•Creation of •Shareholder
•Only 29% of Companies Realize an Increase in Aggregate Profitability
•100% = 230 companies
•Higher
•No change
•Lower
•Note: (1) Shareholder returns from buyer divided by shareholder returns (industry average) after the merger •Sources : A.T. Kearney analysis, Global PMI Survey, 1998 ; Datastream
(完整版)外文翻译企业并购
外文文献Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of global mega-mergers. Like the mergers and acquisitions (M&As) frenzy of the 1980s 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. As credit 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 previous high. 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 mergers and acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to where they are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to fail are likely to disrupt this process. Such decisions are often based on the notion that some firms are simply too big to fail because of their potential impact on the economy—consider AIG in the United States. Others are clearly motivated by politics. Such actions disrupt the smooth functioning of 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 historical evidence that governments are better than markets at deciding who should fail and who should survive.In this chapter, you will gain an understanding of the underlying dynamics of M&As in the context of an increasingly interconnected world. The chapter begins with a discussion of M&As as change agents in the context of corporate restructuring. The focus is on M&As and why they happen, with brief consideration given to alternative ways of increasing shareholder value. You will also be introduced to a variety of legal structures and strategies that are employed to restructure corporations.Throughout this book, a firm that attempts to acquire or merge with another 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 to understand 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 illustrated by 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 on the l ist at 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 are fixed 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’s 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’s fixed 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’s 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 enhance internal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology lets customers run applications on UNIX and NT operating systems on a single computer system. Citigroup uses the same computer center to process loan applications, deposits, trust services, and mutual fund accounts for its bank’s customers.Each is an example of economies of scope, where a firm is applying a specific set of skills or assets to produce 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 the cost of capital of the acquiring firm or newly formed firm resulting from a merger or acquisition. The cost of capital is the minimum return required by investors and lenders to induce them to buy a firm’s stock or to lend to the firm.In theory, the cost of capital could be reduced if the merged firms have cash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lower securities issuance and transactions costs, or result in a better matching of investment opportunities with internally generated funds. Combining a firm that has excess cash flows with one whose internally generated cash flow is insufficient to fund its investment opportunities may also result in a lower cost of borrowing. A firm in a mature industry experiencing slowing growth may produce cash flows well in excess of available investment opportunities. Another firm in a high-growth industry may not have enough cash to realize its investment opportunities. Reflecting their different growth rates and risk levels, the firm in the mature industry may have a lower cost of capital than the one in the high-growth industry, and combining the two firms could lower the average cost of capital of the combined firms.DiversificationBuying firms outside a company’s current primary lines of business is called diversification, and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost of capital, or it may allow a firm to shift its core product lines or markets into ones that have higher growth prospects, even ones that are unrelated to the firm’s current products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business can have significant implications for how effective management is in operating the combined firms.·················································································A firm facing slower growth in its current markets may be able to accelerate growth through related diversification by selling its current products in new markets that are somewhat unfamiliar and, therefore, mor risky. Such was the case when pharmaceutical giant Johnson &Johnson announced its ultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business in the fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates by developing or acquiring new products with which it is relatively unfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney’s acquisition of the Eckerd Drugstore chain or J&J’s $16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, the firm assumed additional risk, but less so than unrelated diversification if it 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, such as 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 diversified in 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 for the most attractive investment opportunities.Moreover, outside investors may have a difficult time understanding how to value the various parts of highly 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 make rapid adjustments to changes in their external environments. Although change 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 major forces 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 in recent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activity because 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 competitors that can resell the power in the utility’s own marketplace respond with M&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 each other’s 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 of satellite radio is increasing its share of the radio advertising market at the expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger, more bureaucratic firms cannot achieve. With engineering talent often in short supply and product life cycles shortening, these larger firms may not have the luxury of time or the resources to innovate. So, they may look to M&As as a fast and sometimes less expensive way to acquire new technologies and proprietary know-how to fill gaps in their current product 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 acquired Skype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boost trading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had been unable to realize the benefits of owning Skype and was selling the business 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 of hubris, even if significant synergies are present. In an auction environment with bidders, the range of bids for a target company is likely to be quite wide, because senior managers t end to be very competitive and sometimes self-important. Their desire not to lose can drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays more than the company is worth and may ultimately feel remorse at having done so—hence what has come to be called the winner’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the ratio of the market value of the acqui ring 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 a firm’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 the firm’s 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, each of 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 managers to 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外文文献中文翻译并购基础知识：一切你需要知道的并购新千年的第一个十年,预示着全球大规模并购时代的到来。
企业并购财务问题分析中英文对照外文翻译文献
中英文对照外文翻译文献(文档含英文原文和中文翻译)M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation thetransaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferred tax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spending is divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets, business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income ×PE. Where PE (price earnings ratio) canchoose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.4. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, that is the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required formergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or an inevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective information .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
企业并购财务报表分析外文文献翻译
文献信息：文献标题：Enterprise merger and acquisition analysis of financial statements（企业并购财务报表分析）国外作者：James C.Van Horne文献出处：《The modern enterprise financial management》字数统计：英文2907单词，14875字符；中文4855汉字外文文献：Enterprise merger and acquisition analysis of financialstatementsCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.We need to use financial ratios in analyzing financial statements.——The analysis of comparative financial statements cannot be made really effective unless it takes the form of a study of relationships between items in the statements. It is of little value, for example, to know that, on a given date, the Smith Company has a cash balance of $1oooo. But suppose we know that this balance is only -IV per cent of all current liabilities whereas a year ago cash was 25 per cent of all current liabilities. Since the bankers for the company usually require a cash balance against bank lines, used or unused, of 20 per cent, we can see at once that the firm's cash condition isexhibiting a questionable tendency.Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.To obtain tax benefits. M & A business process can make use of deferred tax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spending is divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.M & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.We may make comparisons between items in the comparative financial statements as follows:1. Between items in the comparative balance sheeta) Between items in the balance sheet for one date, e.g., cash may be compared with current liabilitiesb) Between an item in the balance sheet for one date and the same item in the balance sheet for another date, e.g., cash today may be compared with cash a year agoc) Of ratios, or mathematical proportions, between two items in the balance sheet for one date and a like ratio in the balance sheet for another date, e.g., the ratio of cash to current liabilities today may be compared with a like ratio a year ago and the trendof cash condition noted2. Between items in the comparative statement of income and expensea) Between items in the statement for a given periodb) Between one item in this period's statement and the same item in last period's statementc) Of ratios between items in this period's statement and similar ratios in last period's statement3. Between items in the comparative balance sheet and items in the comparative statement of income and expensea) Between items in these statements for a given period, e.g., net profit for this year may be calculated as a percentage of net worth for this yearb) Of ratios between items in the two statements for a period of years, e.g., the ratio of net profit to net worth this year may-be compared with like ratios for last year, and for the years preceding thatOur comparative analysis will gain in significance if we take the foregoing comparisons or ratios and; in turn, compare them with:1.Such data as are absent from the comparative statements but are of importance in judging a concern's financial history and condition, for example, the stage of the business cycle2.Similar ratios derived from analysis of the comparative statements of competing concerns or of concerns in similar lines of business What financial ratios are used in analyzing financial statements.- Comparative analysis of comparative financial statements may be expressed by mathematical ratios between the items compared, for example, a concern's cash position may be tested by dividing the item of cash by the total of current liability items and using the quotient to express the result of the test. Each ratio may be expressed in two ways, for example, the ratio of sales to fixed assets may be expressed as the ratio of fixed assets to sales. We shall express each ratio in such a way that increases from period to period will be favorable and decreases unfavorable to financial condition.We shall use the following financial ratios in analyzing comparative financialstatements:I. Working-capital ratios1. The ratio of current assets to current liabilities2. The ratio of cash to total current liabilities3. The ratio of cash, salable securities, notes and accounts receivable to total current liabilities4. The ratio of sales to receivables, i.e., the turnover of receivables5. The ratio of cost of goods sold to merchandise inventory, i.e., the turnover of inventory6. The ratio of accounts receivable to notes receivable7. The ratio of receivables to inventory8. The ratio of net working capital to inventory9. The ratio of notes payable to accounts payable10. The ratio of inventory to accounts payableII. Fixed and intangible capital ratios1. The ratio of sales to fixed assets, i.e., the turnover of fixed capital2. The ratio of sales to intangible assets, i.e., the turnover of intangibles3. The ratio of annual depreciation and obsolescence charges to the assets against which depreciation is written off4. The ratio of net worth to fixed assetsIII. Capitalization ratios1. The ratio of net worth to debt.2. The ratio of capital stock to total capitalization .3. The ratio of fixed assets to funded debtIV. Income and expense ratios1. The ratio of net operating profit to sales2. The ratio of net operating profit to total capital3. The ratio of sales to operating costs and expenses4. The ratio of net profit to sales5. The ratio of net profit to net worth6. The ratio of sales to financial expenses7. The ratio of borrowed capital to capital costs8. The ratio of income on investments to investments9. The ratio of non-operating income to net operating profit10. The ratio of net operating profit to non-operating expense11. The ratio of net profit to capital stock12. The ratio of net profit reinvested to total net profit available for dividends on common stock13. The ratio of profit available for interest to interest expensesThis classification of financial ratios is permanent not exhaustive. -Other ratios may be used for purposes later indicated. Furthermore, some of the ratios reflect the efficiency with which a business has used its capital while others reflect efficiency in financing capital needs. The ratios of sales to receivables, inventory, fixed and intangible capital; the ratios of net operating profit to total capital and to sales; and the ratios of sales to operating costs and expenses reflect efficiency in the use of capital.' Most of the other ratios reflect financial efficiency.Are the statements adequate in general?-Before attempting comparative analysis of given financial statements we wish to be sure that the statements are reasonably adequate for the purpose. They should, of course, be as complete as possible. They should also be of recent date. If not, their use must be limited to the period which they cover. Conclusions concerning 1923 conditions cannot safely be based upon 1921 statements.Does the comparative balance sheet reflect a seasonable situation? If so, it is important to know financial conditions at both the high and low points of the season. We must avoid unduly favorable judgment of the business at the low point when assets are very liquid and debt is low, and unduly unfavorable judgment at the high point when assets are less liquid and debt likely to be relatively high.Does the balance sheet for any date reflect the estimated financial condition after the sale of a proposed new issue of securities? If so, in order to ascertain the actual financial condition at that date it is necessary to subtract the amount of thesecurity issue from net worth, if the. issue is of stock, or from liabilities, if bonds are to be sold. A like amount must also be subtracted from assets or liabilities depending upon how the estimated proceeds of the issue are reflected in the statement.Are the statements audited or unaudited? It is often said that audited statements, that is, complete audits rather than statements "rubber stamped" by certified public accountants, are desirable when they can be obtained. This is true, but the statement analyst should be certain that the given auditing film's reputation is beyond reproach.Is working-capital situation favorable ?-If the comparative statements to be analyzed are reasonably adequate for the purpose, the next step is to analyze the concern's working-capital trend and position. We may begin by ascertaining the ratio of current assets to current liabilities. This ratio affords-a test of the concern's probable ability to pay current obligations without impairing its net working capital. It is, in part, a measure of ability to borrow additional working capital or to renew short-term loans without difficulty. The larger the excess of current assets over current liabilities the smaller the risk of loss to short-term creditors and the better the credit of the business, other things being equal. A ratio of two dollars of current assets to one dollar of current liabilities is the "rule-of-thumb" ratio generally considered satisfactory, assuming all current assets are conservatively valued and all current liabilities revealed.The rule-of-thumb current ratio is not a satisfactory test of working-capital position and trend. A current ratio of less than two dollars for one dollar may be adequate, or a current ratio of more than two dollars for one dollar may be inadequate. It depends, for one thing, upon the liquidity of the current assets.The liquidity of current assets varies with cash position.-The larger the proportion of current assets in the form of cash the more liquid are the current assets as a whole. Generally speaking, cash should equal at least 20 per cent of total current liabilities (divide cash by total current liabilities). Bankers typically require a concern to maintain bank balances equal to 20 per cent of credit lines whether used or unused. Open-credit lines are not shown on the balance sheet, hence the total of current liabilities (instead of notes payable to banks) is used in testing cash position. Like thetwo-for-one current ratio, the 20 per cent cash ratio is more or less a rule-of-thumb standard.The cash balance that will be satisfactory depends upon terms of sale, terms of purchase, and upon inventory turnover. A firm selling goods for cash will find cash inflow more nearly meeting cash outflow than will a firm selling goods on credit. A business which pays cash for all purchases will need more ready money than one which buys on long terms of credit. The more rapidly the inventory is sold the more nearly will cash inflow equal cash outflow, other things equal.Needs for cash balances will be affected by the stage of the business cycle. Heavy cash balances help to sustain bank credit and pay expenses when a period of liquidation and depression depletes working capital and brings a slump in sales. The greater the effects of changes in the cycle upon a given concern the more thought the financial executive will need to give to the size of his cash balances.Differences in financial policies between different concerns will affect the size of cash balances carried. One concern may deem it good policy to carry as many open-bank lines as it can get, while another may carry only enough lines to meet reasonably certain needs for loans. The cash balance of the first firm is likely to be much larger than that of the second firm.The liquidity of current assets varies with ability to meet "acid test."- Liquidity of current assets varies with the ratio of cash, salable securities, notes and accounts receivable (less adequate reserves for bad debts), to total current liabilities (divide the total of the first four items by total current liabilities). This is the so-called "acid test" of the liquidity of current condition. A ratio of I: I is considered satisfactory since current liabilities can readily be paid and creditors risk nothing on the uncertain values of merchandise inventory. A less than 1:1 ratio may be adequate if receivables are quickly collected and if inventory is readily and quickly sold, that is, if its turnover is rapid andif the risks of changes in price are small.The liquidity of current assets varies with liquidity of receivables. This may be ascertained by dividing annual sales by average receivables or by receivables at the close of the year unless at that date receivables do not represent the normal amount ofcredit extended to customers. Terms of sale must be considered in judging the turnover of receivables. For example, if sales for the year are $1,200,000 and average receivables amount to $100,000, the turnover of receivables is $1,200,000/$100,000=12. Now, if credit terms to customers are net in thirty days we can see that receivables are paid promptly. Consideration should also be given market conditions and the stage of the business cycle. Terms of credit are usually longer in farming sections than in industrial centers. Collections are good in prosperous times but slow in periods of crisis and liquidation.Trends in the liquidity of receivables will also be reflected in the ratio of accounts receivable to notes receivable, in cases where goods are typically sold on open account. A decline in this ratio may indicate a lowering of credit standards since notes receivable are usually given to close overdue open accounts. If possible, a schedule of receivables should be obtained showing those not due, due, and past due thirty, sixty, and ninety days. Such a, schedule is of value in showing the efficiency of credits and collections and in explaining the trend in turnover of receivables. The more rapid the turnover of receivables the smaller the risk of loss from bad debts; the greater the savings of interest on the capital invested in receivables, and the higher the profit on total capital, other things being equal.中文译文：企业并购财务报表分析企业并购已成为企业资本运营的一种主要形式。
(完整版)企业并购财务问题分析外文文献及翻译
M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
并购整合咨询框架(英文PPT60页
_Macros
The best value-builders combine organic growth with mergers and acquisitions
Value Growers Follow Conscious, Constant Process To Growth
Revenue Growth
A.T. Kearney 4/1375C/Merger Integration 8
19
1083
_Macros
Business Integration issues require “usual” management decisions while four main
factors add another level of considerable complexity…
Overperformance compared to industry average
Value growth 150%
Top performing mergers create significant shareholder value
Source: A.T. Kearney Analysis 2001, SDC database, Global Worldscope
19
1083
_Macros
A.T. Kearney 4/1375C/Merger Integration 2
19
1083
_Macros
Executive Summary
This section is tailored to the client situation and summarizes the approach proposed in the document
并购整合咨询框架(英文版)
并购整合咨询框架(英文版)Mergers and Acquisitions (M&A) are strategic business transactions that involve the combining of two or more companies to form a new entity or the acquisition of one company by another. M&A transactions require careful planning and execution to ensure a successful integration of the companies involved. To facilitate this process, the following framework for M&A consolidation consulting is proposed.1. Define the Strategic Objectives:The first step in the M&A consolidation process is to clearly define the strategic objectives of the transaction. This includes identifying the reasons for the merger or acquisition, such as expanding market share, diversifying product offerings, or entering new markets. This step sets the foundation for the integration process and helps align the goals of both parties.2. Conduct Due Diligence:Before proceeding with the merger or acquisition, a thorough due diligence process should be conducted. This involves assessing the financial and operational aspects of the target company, including its assets, liabilities, contracts, and intellectual property. Additionally, the due diligence process should also include a comprehensive analysis of the market and competitive landscape to understand the risks and opportunities associated with the transaction.3. Develop an Integration Plan:Once the due diligence process is completed and the transaction is confirmed, an integration plan should be developed. This planoutlines the specific steps and actions required to successfully merge or acquire the target company. The integration plan covers various areas, such as organizational structure, HR policies, IT systems integration, operational processes, and customer and supplier relationships. The plan should also establish key milestones and timelines to monitor the progress of the integration.4. Establish a Change Management Strategy:M&A transactions often involve significant changes to the organizational structure and culture of the companies involved. To mitigate resistance and facilitate a smooth transition, a change management strategy should be implemented. This involves clear communication to all stakeholders, including employees, customers, and suppliers, regarding the rationale behind the transaction and the benefits it brings. Additionally, training and support programs should be put in place to help employees adaptto the new organizational environment.5. Execute the Integration Plan:With the integration plan and change management strategy in place, the next step is to execute the integration plan. This includes coordinating the efforts of various functional teams to ensure a seamless integration of operations, processes, and systems. Regular monitoring and progress reporting are essential to track the implementation of the integration plan and address any issues or challenges that may arise.6. Monitor and Evaluate:The final step in the consolidation process is to monitor and evaluate the success of the integration. Key performance indicatorsshould be established to track the post-merger or acquisition performance, such as financial metrics, customer satisfaction, and employee engagement. This evaluation process helps identify areas of improvement and adjust strategies accordingly to maximize the desired synergies and benefits from the merger or acquisition.In conclusion, the process of mergers and acquisitions is a complex undertaking that requires careful planning and execution. The proposed framework for M&A consolidation consulting provides a structured approach to ensure a successful integration of the companies involved. By following these steps, organizations can maximize the potential benefits of M&A transactions and mitigate the risks associated with such strategic business transactions.要继续写相关内容，涉及1500字的篇幅，以下是继续的内容：7. Financial Integration:During the merger or acquisition process, it is crucial to address the financial aspects of the consolidation. This includes integrating the financial systems and processes of the two companies to ensure accurate and timely reporting. Key tasks in financial integration include aligning accounting policies, consolidating financial statements, reconciling intercompany transactions, and integrating budgeting and forecasting processes. This step is essential to ensure financial transparency and enable effective decision-making for the newly formed entity.8. Cultural Integration:A successful merger or acquisition not only requires the integration of operations and processes but also the integration of cultures. Cultural integration involves aligning the values, beliefs, andbehaviors of the two organizations to create a shared identity and a common vision. This can be a challenging process as employees from different companies may have different ways of working and different corporate cultures. A holistic approach that includes regular communication, team-building activities, and the involvement of key opinion leaders from both companies can help facilitate cultural integration and foster a sense of unity and collaboration.9. Stakeholder Management:Managing stakeholders is a critical aspect of any merger or acquisition. This involves identifying and engaging with key stakeholders such as employees, customers, suppliers, shareholders, regulators, and local communities. Each stakeholder group may have different concerns and expectations, and it is important to address these concerns and communicate the benefits of the consolidation. Proactive stakeholder management can help mitigate risks, build trust, and ensure a smooth transition throughout the integration process.10. Post-Merger Integration:Once the initial integration is complete, it is important to focus on the post-merger integration phase. This phase involves implementing strategies to maximize the synergies and benefits of the merger or acquisition. This may include streamlining operations, optimizing the organizational structure, eliminating duplicate functions, and integrating key customer and supplier relationships. Additionally, ongoing monitoring and evaluation of the integrated entity's performance are crucial to identify areas of improvement and make necessary adjustments to achieve thedesired strategic objectives.11. IT Integration:Information Technology (IT) integration is a critical component of successful M&A consolidation. IT integration involves integrating the IT systems, infrastructure, and applications of the two companies to enable seamless communication and data sharing. This includes consolidating databases, networks, and software platforms while ensuring data security and privacy. IT integration is essential to support efficient business operations, enable data-driven decision-making, and facilitate a smooth customer experience.12. Risk Management:M&A transactions carry inherent risks, and it is important to proactively manage these risks throughout the consolidation process. A robust risk management strategy includes identifying and assessing potential risks, developing risk mitigation plans, and implementing appropriate risk management controls. Risks may include market and industry-specific risks, regulatory compliance risks, financial risks, operational risks, and legal risks. By addressing these risks early on, organizations can minimize potential disruptions and increase the likelihood of a successful integration.13. Communication and Transparency:Effective communication and transparency are key to success during the M&A consolidation process. Clear and consistent communication helps to align all stakeholders, manage expectations, and address any concerns. It is important to establishan open and transparent communication channel to encourage feedback, answer questions, and provide regular updates on the integration progress. Transparent communication builds trust and reduces uncertainty, fostering a positive environment for successful integration.14. Legal and Regulatory Compliance:M&A transactions often involve complex legal and regulatory requirements that must be carefully navigated. Compliance with antitrust laws, securities regulations, employment laws, and intellectual property rights is crucial during the consolidation process. It is essential to engage legal and regulatory experts to ensure compliance throughout the transaction and integration phases. By addressing legal and regulatory compliance requirements proactively, organizations can minimize potential legal risks and avoid costly penalties or reputational damage. 15. Continuous Improvement:M&A consolidation is an ongoing process that requires continuous improvement and adjustment. It is important to measure the success of the integration against the predetermined objectives and make necessary adjustments to optimize the outcomes. This may involve implementing additional integration initiatives, fine-tuning processes and systems, or addressing any unforeseen challenges. Continuous improvement ensures that the integrated entity remains competitive and adaptable in the evolving business landscape.In conclusion, the proposed framework for M&A consolidation consulting provides a comprehensive approach to guide organizations through the complex process of merging or acquiringanother company. By following these steps and considering the key aspects outlined above, organizations can increase the likelihood of a successful integration and maximize the potential benefits of M&A transactions. M&A consolidation consulting plays a vital role in supporting organizations throughout the consolidation process, providing expertise and guidance to navigate the complexities and challenges that arise. Ultimately, a well-executed merger or acquisition can create value, drive growth, and enhance the competitive positioning of the newly formed entity.。
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.。
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add another level of considerable "Usual"Managementdecisions
Table of contents
❖ Executive Summary ❖ Our Understanding of Your Situation ❖ A.T. Kearney’s Perspective on Merger
Integration ❖ Proposed Overall Approach ❖ Realizing Integration Synergies ❖ Integration Management ❖ A.T. Kearney Qualifications
This section is tailored to the client situation and summarizes the key drivers of the merger.
It should highlight relevant quantitative and qualitative analysis that demonstrate our
Underperformance compared to industry average
60%
Overperformance compared to industry average
Top performing mergers create significant shareholder value
• Reduce total cost of external
combined entity
model at the European
purchases through best price
• • •
complexity… Confirm each country’s
scope of activity for mobiles Design strategy leveraging on broader global presence Define financial and
organic growth with mergers and Value Growers Follow Conscious, Constant Process To
Growth
acquisitions Growth Matrix (CAGR 1988-2000)
Simple Growers
Value Growers
Mergers and acquisitions are key growth drivers 40% of Growth Is From Acquisitions
Value Growers Manage Both
Well
Sources of Growth
60%
100%
40%
External
Internal
Strategy & IPO
Organisation
Infrastructure
Simultaneity
• Co-existence of strategic, tactic and operational decisions
• Define the scope of
• Choose the best organisational
shareholder value Acquirer's Value Growth Following a Merger
Average : 2.8%
49.5%
50.5%
Top-Performing Mergers
1பைடு நூலகம்%
3%
8%
12% 27% 21%
10% 3%
-100%
-60%
-30% -15% 0% 15% 30%
Total Growth
What really matters in “acquisition for growth” strategies is execution
Source: A.T. Kearney Monograph on Value-Building Growth 2001
Few mergers actually create
13.8%
18.0%
21.5%
Revenue Growth
Revenue
-2.7% Value
3.6% Revenue
-3.6% Value
Revenue
4.1% Revenue
Value 12.8% Value
Under performers
Value Growth
Profit Seekers
Source: A.T. Kearney Monograph on Value-Building Growth 2001
Executive Summary
This section is tailored to the client situation and summarizes the approach proposed in the
document
Our Understanding your
Situation
insight into the client’s particular challenges and drivers of success for the integration
A.T. Kearney’s Perspective on Merger Integration
The best value-builders combine
Source: A.T. Kearney Analysis 2001, SDC database, Global Worldscope
Value growth 150%
Business Integration issues
require “usual” management Timepressure • All stakeholders expect rapid execution (shareholders, employees, management,