企业并购重组整合咨询报告(英文版)

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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.--。

【并购重组】并购整合咨询框架(英文版)(ppt 60页)

A.T. Kearney 4/1375C/Merger Integration 4
19
1083
_Macros
Our Understanding your
Situation
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 insight into the client’s particular challenges and drivers of success for the integration
40% of Growth Is From Acquisitions
Value Growers Manage Both
Well
40%
External
Sources of Growth
60%
100%
Internal
Total Growth
19
1083
_Macros
What really matters in “acquisition for growth” strategies is execution
Profit Seekers Value Growth
Source: A.T. Kearney Monograph on Value-Building Growth 2001
A.T. Kearney 4/1375C/Merger Integration 7

(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。

(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。

并购后的整合策略咨询报告

并购后的整合策略咨询报告并购后的整合策略咨询报告一、背景随着市场竞争的加剧和全球化的发展，企业并购成为一种常见的战略选择。

并购能够帮助企业快速扩大规模、增强核心竞争力，进而提高公司的市场地位和盈利能力。

然而，并购后的整合过程常常面临着各种挑战，包括组织文化冲突、业务流程不协调、人才流失等问题，因此，制定合适的整合策略至关重要。

二、并购后的整合策略1. 整合目标首先，我们需要明确整合的目标。

整合目标应该基于企业的战略定位和对市场的洞察力，确保并购后的公司能够实现战略协同效应，以提高业务增长和盈利能力。

同时，整合目标还需要同时考虑到双方企业的文化和价值观，以促进企业间的协作和融合。

2. 组织结构整合组织结构整合是并购后的重要环节。

首先，需要进行组织调整，梳理双方企业的组织架构，明确岗位职责和相互关系，并对冗余岗位进行优化和裁撤，以确保最佳的组织效能。

其次，需要做好人员调配，合理安排人员的分配和流动，以最大程度地减少人才流失和不稳定因素。

同时，建立有效的绩效考核和激励机制，激发员工的积极性和创造力。

3. 业务流程整合并购后的业务流程整合是提高企业效率和降低成本的重要途径。

首先，需要进行业务流程的分析和识别，找出重复和冗余的流程，并进行优化和整合。

其次，整合双方的信息系统和技术平台，以提高数据的共享和流动效率。

最后，需要建立有效的沟通和协调机制，确保各个部门之间的协作和配合。

4. 品牌和文化整合品牌和文化整合是并购后最具挑战性的环节之一。

双方企业通常具有不同的文化和品牌形象，如何实现文化的融合和品牌的整合是一个复杂的过程。

首先，需要进行文化分析，找出两个企业的共同点和差异，并制定相应的整合计划。

其次，需要建立一个开放和包容的文化氛围，鼓励员工的多元化和创新。

最后，整合后的公司需要重新定位品牌形象，以确保消费者对整合后的公司有一个清晰的认知。

5. 人力资源整合并购后，人力资源的整合是关键的环节之一。

首先，需要进行人员评估和岗位匹配，确定哪些人员是关键的，需保留，哪些是冗余的，需优化。

关联企业合并重整英语

关联企业合并重整英语《The Merger and Restructuring of Affiliated Enterprises》The merger and restructuring of affiliated enterprises refers to the process of integrating two or more companies that are closely related in terms of ownership, management, or other business connections. This type of corporate restructuring is often undertaken in order to create synergies, increase efficiency, and improve financial performance.There are several reasons why affiliated enterprises may choose to merge and restructure. One common motivation is to eliminate redundant activities and reduce operating costs. By combining their resources and streamlining their operations, affiliated companies can achieve economies of scale and become more competitive in the marketplace.Another important driver for the merger and restructuring of affiliated enterprises is the desire to capitalize on complementary strengths and capabilities. For example, a company that specializes in manufacturing may seek to merge with a distributor in order to gain better access to market outlets and improve its sales and distribution network.In some cases, the merger and restructuring of affiliated enterprises may also be driven by the need to address financial challenges. By combining their balance sheets and cash flows, affiliated companies may be able to reduce their debt levels and strengthen their financial position.The process of merging and restructuring affiliated enterprises can be complex and challenging. It requires careful planning and execution in order to ensure a successful integration and minimize disruptions to the business. Key considerations include aligning the corporate cultures, integrating the IT systems, and managing the human resources issues.Overall, the merger and restructuring of affiliated enterprises can have a significant impact on the companies involved as well as on the wider business environment. It is a strategic decision that requires careful consideration and a clear understanding of the potential risks and rewards. With careful planning and execution, however, it can be a powerful tool for creating value and driving growth.。

(完整版)企业并购财务问题分析外文文献及翻译

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

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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.。