最新并购的外文翻译

关于并购的若干知识并购的基本概念并购的内涵非常广泛，一般是指兼并(Merger)和收购(Acquisition)。

兼并(Merger)又称吸收合并，指两家或更多的独立企业、公司合并组成一家企业，通常由一家占优势的公司吸收一家或更多的公司。

收购(Acquisition)指一家企业用现金或有价证券购买另一家企业的股票或资产，以获得对该企业的全部资产或某项资产的所有权，或获得对该企业的控制权。

与并购意义相关的另一个概念是合并(Consolidation)。

合并是指两个或两个以上企业合成一个新的企业，合并完成后，多个法人变成一个法人。

并购的实质是在企业控制权运动过程中，各权利主体依据企业产权所作出的制度安排而进行的一种权利让渡行为。

并购活动是在一定的财产权利制度和企业制度条件下进行的，在并购过程中，某一或某一部分权利主体通过出让所拥有的对企业的控制权而获得相应的收益，另一或另一部分权利主体则通过付出一定代价而获取这部分控制权。

企业并购的过程实质上是企业权利主体不断变换的过程。

并购的类型按照不同的划分标准，并购有如下不同的类型：1.按照被并购对象所在行业来分，并购分为横向并购、纵向并购和混合并购。

横向并购又称水平并购，是指为了提高规模效益和市场占有率，生产或经营同类或相似产品的企业之间发生的并购行为。

纵向并购又称垂直并购，是指为了业务的前向或后向的扩展而在生产或经营的各个相互衔接和密切联系的公司之间发生的并购行为。

混合并购是指在生产技术和工艺上没有直接的关联关系，产品也不完全相同的企业间的并购行为。

2. 按照并购的动因分，并购可分为：(1)规模型并购，通过扩大规模，减少生产成本和销售费用。

(2)功能型并购，通过并购提高市场占有率，扩大市场份额。

(3)组合型并购，通过并购实现多元化经营，减少风险。

(4)产业型并购，通过并购实现生产经营一体化，构筑相对完整的产业链，以提高行业利润率。

3.按照并购后被并购企业法律状态来分，并购有三种类型：(1)新设法人型，即并购双方都解散后成立一个新的法人。

本文部分内容来自网络整理，本司不为其真实性负责，如有异议或侵权请及时联系，本司将立即删除！== 本文为word格式，下载后可方便编辑和修改！ ==企业并购英语怎么说企业并购英语怎么说merger and acquisition企业并购相关英语词汇：pension parachute 企业收购purchase 收购merger 合并corporate combination 公司合并asset acquisition 财产收购stock acquisition 股权收购acquired company 被收购公司企业并购相关英语句子A merger between the two banks.两家银行的合并。

The firm was taken over by a multinational consulting firm. 这家公司被一个跨国咨询公司收购。

The steel trusts merged various small businesses.钢铁企业联合兼并了许多小企业。

A German firm launched a takeover bid for the company.一家德国公司试图收购这家公司。

Enterprise merger has double effects to the market competition. 企业合并对市场竞争具有双重效应。

以下文字仅用于测试排版效果, 请使用时删除！冬是清寒的。

站在有风的地方，悄然回首，看见来时的路。

一路有花的娇艳，有草的青葱，有树的挺拔，有鸟的鸣叫。

抬起头，天空蓝的清澈。

风起时，有笑颜。

冬，是寂寞的。

万物都归于沉静中，孕育着来年的昌盛。

隐忍才是最有力的，也因此，寂寞的冬天给人以太多的幻想与渴望。

会去渴望温暖的一炉壁火，也会想要一个温暖的怀抱。

围炉煮雪，相拥着取暖。

习惯了把心情种在寂寞里过冬，深耕一陇陌上的花开。

等待着，下一季的盛景。

收购和并购英语作文初中收购和并购（Mergers and Acquisitions，简称M&A）是商业领域中常见的战略行为，通常用于企业扩大规模、增强竞争力或实现战略转型。

以下是一篇参考范文，旨在介绍收购和并购的概念、原因、影响以及相关的风险和挑战。

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The Dynamics of Mergers and Acquisitions。

In the dynamic realm of business, mergers and acquisitions (M&A) serve as pivotal strategies employed by companies to expand their footprint, fortify their market position, or navigate strategic transformations. M&A involves the consolidation of two or more entities, often resulting in a synergistic alliance that can catalyze growth and innovation. This essay delves into the intricacies of M&A, exploring its rationales, impacts, as well as the attendant risks and challenges.Rationales for M&A:Companies embark on M&A endeavors for multifarious reasons, chief among them being the quest for market dominance and the pursuit of operational efficiencies. Through mergers or acquisitions, firms can harness complementary resources, technologies, or distribution channels, thereby augmenting their competitive advantage. Additionally, M&A enables organizations to diversify their product portfolios, penetrate new markets, or capitalize on emerging trends, fostering sustainable growth in an ever-evolving business landscape.Impacts of M&A:The ramifications of M&A reverberate across diverse stakeholders, ranging from shareholders and employees to consumers and regulators. Shareholders often anticipate enhanced shareholder value post-M&A, driven by synergies, economies of scale, or strategic alignments. Conversely, employees may grapple with uncertainties stemming from organizational restructuring, cultural integration, orworkforce redundancies. Furthermore, consumers may witness changes in product offerings, service standards, or pricing dynamics, prompting apprehensions or opportunities contingent upon the acquirer’s post-merger strategies. From a regulatory perspective, M&A transactions are subject to stringent antitrust laws and regulatory scrutiny aimed at safeguarding market competition and consumer interests.Risks and Challenges:Despite the tantalizing prospects, M&A ventures are fraught with inherent risks and challenges that demand meticulous due diligence and strategic foresight. Integration complexities, cultural clashes, and post-merger dissonance often pose formidable hurdles impeding the seamless assimilation of disparate entities. Moreover, overvaluation, synergistic overestimation, or unforeseen market fluctuations can precipitate financial setbacks or shareholder disillusionment. Legal entanglements, regulatory impediments, and geopolitical uncertainties further exacerbate the risk landscape, necessitating adept risk mitigation strategies and contingency planning.Case Studies:Illustratively, the landmark acquisition of WhatsApp by Facebook exemplifies the strategic imperatives underpinning M&A transactions in the digital age. Facebook’sacquisition of WhatsApp, a leading messaging platform, not only fortified its user base but also facilitated synergistic cross-platform integrations, propelling Facebook’s foray into the burgeoning realm of mobile messaging. Similarly, the merger between Exxon and Mobil in the oil and gas sector epitomizes the consolidation trend aimed at enhancing operational efficiencies, optimizing resource utilization, and bolstering market competitiveness amidst fluctuating commodity prices and geopolitical uncertainties.Conclusion:In summation, M&A represents a quintessential strategic tool wielded by businesses to navigate the complexities of a globalized marketplace, catalyze growth, and unleashsynergies that transcend organizational boundaries. However, the efficacy of M&A hinges on astute strategic planning, meticulous due diligence, and adept integration managementto mitigate risks and maximize stakeholder value. By discerning the underlying rationales, understanding the intricate dynamics, and learning from historical precedents, businesses can navigate the M&A landscape with sagacity and resilience, charting a course towards sustainable growthand competitive advantage in an increasingly interconnected world.--。

merge and acquisition 操作流程中常用到的英文一、并购流程1. Merger and Acquisition Planning：确定并购的目标、目标公司的背景调查、并购的可行性分析、并购后的影响评估等。

2. Due Diligence：对目标公司进行详尽的尽职调查，包括财务、法律、税务、市场、技术等方面的调查。

3. Negotiation：与目标公司进行并购价格的谈判，确定最终的交易价格和交易条款。

4. Contract Signing：签署并购合同，完成交易。

5. Integration Planning：制定并购后的整合计划，包括人力资源、财务、运营、市场等方面的整合策略。

二、常用英文术语1. Merger：合并2. Acquisition：收购3. Target Company：目标公司4. Buyout：全资收购5. Asset Sale：资产出售6. Stock Purchase：股份购买7. Private Placement：私募股权8. Go-Shop：再融资过程9. Term Loan：定期贷款10. Bridge Loan：过桥贷款11. Valuation：估值12. Due Diligence：尽职调查13. Negotiation：谈判14. Contract Signing：合同签订15. Integration Planning：整合计划16. HR Integration：人力资源整合17. Finance Integration：财务整合18. Operations Integration：运营整合19. Market Integration：市场整合20. Post-Merger/Acquisition Review：并购后审查三、并购后的整合与评估并购后的整合与评估是并购流程中至关重要的一环，包括人力资源整合、财务整合、运营整合和市场整合等方面。

外文翻译原文MERGERS AND ACQUISITIONSMaterial Source:Quantitative Corporate Finance [M]. New York, N.Y.: Springer, c2007. Author:John B. Guerard , Jr. and Eli Schwartz.As an effective means of resource allocation, Merger &Acquisition plays a very important role in the process of enterprises’growth . It can rapidly enlarge the enterprises’ scales and improve their core competence, as well as their market share through this way of external growth. Listed companies are the most active ones among those enterprises who involved in M&A.A company can grow by taking over the assets or facilities of another firm .The various methods by which one firm obtains or “marries into” the business, assets, or facilities of another company are mergers, combinations, or acquisitions.1 These terms are not used rigidly. In general, however, a merger signifies that one firm obtains another by issuing its stock in exchange for the shares belonging to owners of the acquired firm, or buys another firm with cash. Company X gives some of its shares to Company Y shareholders for the outstanding Y stock. When the transaction is complete, Company X owns Company Y because it has all (or almost all) of, the Y stock. Company Y’s former stockholders are now stockholders in Company X. In a combination, a new corporation is formed from two or more companies who wish to combine. The shares of the new company are exchanged for those of the original companies. The difference between a combination and a merger lies more in legal distinctions than in any discernible differences in the economic or financial result. In practice, the terms merger or combination are often used interchangeably.An acquisition usually refers to a transaction in which one firm buys the major assets or the controlling shares of another company. On occasion, one corporation has purchased another corporation’s subsidiaries.An acquisition differs from a merger in that generally (but not always) cash is used rather than an exchange ofsecurities.A firm which either by the exchange of securities or purchase owns or controls subsidiary companies but does not engage in activities of its own is called a holding company. The holding company differs from a parent company in that the parent company has production functions of its own whereas a holding company exists mainly to control or coordinate its subsidiaries.No new net financial holdings are created in the economy by any of the forms of merger or acquisition [Mossin (1973)]. If the transaction involves an exchange of st ock, the supply of shares of one company’s stock is eliminated and is replaced by the shares of the surviving company. If the transaction is financed by cash, cash holdings by individuals go up, but cash held by corporations goes down; the supply of outstanding securities in the hands of the public goes down, but the amount held by corporations rises. If a corporation floats new securities to obtain funds to finance its acquisition, the process is slightly roundabout, but the net results are the same. One section of the public surrenders its cash for new corporate securities; another group gives up a different issue of securities for cash.A few studies have examined the long-term financial performance of firms involved in M&A. Ravenscraft and Scherer (1989) found that the financial performance of target firms deteriorated during the post-merger period compared to that of the pre-merger period. Herman and Lowenstein (1988) examined the post-takeover performance of hostile takeovers and found contradictory results for takeovers in different time-periods. Both these studies used primarily2 accrual accounting variables, which could be affected by the accounting choices for consolidation of financial statements. Healy, Palepu and Ruback (1992) examined post-merg er performance using the “median operating cash flow return on actual market value for 50 combined target and acquirer firms in years surrounding mergers completed in the period 1979 to mid-1984” and found that“the merged firms have significant improvements in post-merger asset productivity relative to their industries leading to higher operating cash flow returns .There is a strong positive relation between post-merger increases in operating cash flows and abnormal stock returns at merger announcements, indicating that expectations of economic improvements underlie the equity revaluations of the merged firms.” The study also found that “Although cash flow performance improves on average, a quarter of the sample firms have negative post-merger cash flow cha nges.”The reader probably expects the stockholders of acquired firms to earn positive,and highly significant excess returns. After all, merger premiums rose to 25-30 percent during the 1958-1978 period [Dodd and Ruback (1977)]. What about the acquiring f irms? If the acquired firms’stockholders profit handsomely from a merger, should not the acquiring firms stockholders lose? Are mergers zero-sum events? Is wealth created by mergers? Let us examine much of the empirical evidence. Mandelker (1974) put forth the Perfectly Competitive Acquisitions Market (PCAM) hypothesis in which competition equates returns on assets of similar risk, such that acquiring firms should pay premiums to the extent that no excess returns are realized to their stockholders. The PCAM holds that only the acquired firms’ stockholders earn excess returns. However, Mandelker studied mergers of 241 acquiring firms during the 1948-1967 period, and found that acquiring firms’ stockholder earned 5.1 percent during the 40 months prior to the mergers, but excess returns decreased by 1.7 percent in the 40 months following the merger. Positive net excess returns (3.7 percent) were earned by the acquiring firms in the Mandelker study. Thus, Mandelker found no evidence that acquiring firms paid too much for the acquired firms. Moreover, the acquired firms’ stockholders realized excess returns of 12 percent for the 40 month period prior to the merger, and 14 percent for the seven-month period prior to the merger.The Mandelker results have been substantiated by much of the empirical literature. Dodd and Ruback (1977) found that successful acquiring firms’ stockholders gained 2.8 percent in the month before the merger announcement during the 1958-1978 period, whereas the successful acquired firms’ stoc kholders gained 20.9 percent excess returns. Dodd and Ruback found that the acquired firms’ stockholders gained 19.0 percent even if the merger was unsuccessful, whereas the acquiring firms’ stockholders gained less than one percent. The empirical evidence for the 1973-1998 period is consistent, from 20 months prior to the merger to its close, the combined firms’ stockholders gain approximately 1.9 percent [Andrade, Mitchell, and Stafford (2001)]. Moeller, Schlingemann, and Stulz (2003) analyzed 12,023 mergers during the 1980-2001 period and found a 1.1 percent gain to acquiring firms shareholders.Mergers may enhance stockholder wealth; however, whereas Andrade, Mitchell, and Stafford further found that the target, or acquired stockholders gained about 23.8 percent for the 20 month period, consistent across the decades of the 1973-1998 period, the acquiring firms’ stockholders lost about 3.8 percent, during the corresponding 20 month period. For the largest merger in U.S. history prior to 1983,Ruback (1982) found that DuPont lost 9.89 percent ($789 million of stockholder wealth) in the month prior to the merger announcement whereas Conoco stockholders gained 71.2 percent ($3201.2 million) for the two-month period prior to the successful DuPont merger announcement.Do mergers affect the firms’ operations? Hall (1993) found that research and development (R&D) activities were not impacted significantly by mergers. Hall found no lessening of R&D spending. Healy, Palepu, and Ruback (1992) reported that mergers seeking strategic takeovers outperformed financially-motivated takeover. Strategic takeovers generally involved friendly takeovers financed with stock whereas financial takeovers were hostile takeovers involving cash payments. During the 1979-1982 period , for the 50 largest mergers, Healy, Palepu, and Ruback found that strategic takeovers made money for the acquiring firms whereas financial takeovers broke even. Acquiring stockholders of strategic acquisitions made 4.4 percent for five years post-merger, assuming no premiums paid, whereas financial takeovers earned the acquiring stockholders 1.1 percent. The premiums paid in financial takeovers were higher (45%) than in strategic takeovers (35%), and the synergies were lower in financial takeovers. Trimbath (2002, p. 137) found “no significant merger effect on net profit, operating profit, or market value” when analyzing firms purchased by Fortune 500 firms during the 1981-1995 period. Mergers generate a net gain for stockholders in the U.S. economy, but one prefers to be a stockholder in the acquired, rather than the acquiring, firm.Mergers and acquisitions have been a major source of corporate growth and economic concentration during the past 125 years. The empirical evidence is mixed; most acquired firms’ st ockholders profit handsomely with excess returns exceeding 25 percent whereas acquiring firms’ shareholders earn excess returns of only about 1 to 1.50 percent.Although mergers, combinations, and acquisitions are exciting events of great interest to the financial community, there is much uncertainty that whether M & A improves the operating performance of listed companies. Therefore, we need to further research.译文并购资料来源:定量公司财务管理[米].纽约，纽约州：斯普林格委，2007作者：小盖哈约翰B和礼施瓦茨作为资源配置的有效手段，并购在企业成长的过程中起着非常重要的作用。

并购的概念和相关理论一、并购的概念和种类1.并购概念群——收购、兼并、合并和接管通常所谓的收购与兼并（Acquisition and Merger，M&A）包括相互联系和时有交叉的四个概念。

收购（Acquisition）的英文原意是“获得”，有广义和狭义之分。

广义的收购泛指任何购买行为。

狭义的收购概念是指买方企业从卖方企业购入资产或股权以获得对卖方企业控制权的行为。

股权收购既可以是完全收购也可以是部分收购。

在完全收购中，收购者购买被收购企业的所有股本。

部分收购时，收购者获得控制权，股份额通常高于50%，低于100%。

收购后，买方企业和卖方企业仍然存在，通常也不改变名称。

兼并（Merger）是指两个企业结合成一个新的经营整体。

法律上，它包括吸收兼并和新设兼并。

吸收兼并（Subsidiary Merger）是指一个企业获得另一个企业的控制权，从而使两个企业结合成一个新的整体，目标公司成为母公司的子公司或子公司的一部分；新设兼并（Statutory Merger）是指两个企业融合为一个新的整体。

例如，A、B两公司，合并后，A公司继续存在，B公司解散，此为吸收兼并，即A公司兼并了B公司；兼并后，A、B公司均解散，成立一家新的C公司，此为新设兼并，即两家公司合并了。

合并（Consolidation）可以发生在两个或两个以上企业之间。

虽然参与企业的实际地位可能存在差别，存在起主导作用的企业，但不存在买方和卖方的划分。

合并以后，原来的企业全部整合为一家新的企业。

通常，当合并的公司规模比较接近时，会使用“合并”一词；而当两家公司规模相差悬殊时，则使用“兼并”一词。

吸收兼并是典型的兼并；新设兼并不存在买方与卖方的划分，两个企业的地位大体上是平等的，更接近合并的本来含义。

在收购业务中，买方企业和卖方企业在交易过程中和交易完成后的地位是完全不同的，存在明显的主导方，买方掌握了卖方的控制权，符合“获得”（Acquisition）的本来含义。

并购的名词解释定义是什么并购是指的是两家或者更多的独立企业，公司合并组成一家企业，通常由一家占优势的公司吸收一家或者多家公司，那么并购一词是怎么解释的呢？下面是店铺为你整理并购的意思，欣赏和精选造句，供大家阅览!并购的意思并购，意即合并与收购(Mergers and acquisitions，缩写 M&A)，是企业战略、企业财务及管理的术语，指不使用创建子公司或者合营公司的方式，通过购买，售卖，拆分以及合并不同公司或者类似的实体以帮助企业在其领域，行业或者产地等方面快速成长。

实际操作中，“合并”以及“收购”之间的区别越来越小。

并购(Merger and Acquisition，即M&A)的内涵非常广泛，一般是指兼并(Merger)和收购(Acquisition)。

兼并—又称吸收合并，即两种不同事物，因故合并成一体。

指两家或者更多的独立企业，公司合并组成一家企业，通常由一家占优势的公司吸收一家或者多家公司。

收购—指一家企业用现金或者有价证券购买另一家企业的股票或者资产，以获得对该企业的全部资产或者某项资产的所有权，或对该企业的控制权。

与并购意义相关的另一个概念是合并(Consolidation)——是指两个或两个以上的企业合并成为一个新的企业，合并完成后，多个法人变成一个法人。

并购动因产生并购行为最基本的动机就是寻求企业的发展。

寻求扩张的企业面临着内部扩张和通过并购发展两种选择。

内部扩张可能是一个缓慢而不确定的过程，通过并购发展则要迅速的多，尽管它会带来自身的不确定性。

具体到理论方面，并购的最常见的动机就是——协同效应(Synergy)。

并购交易的支持者通常会以达成某种协同效应作为支付特定并购价格的理由。

并购产生的协同效应包括——经营协同效应(Operating Synergy)和财务协同效应(Financial Synergy)。

在具体实务中，并购的动因，归纳起来主要有以下几类：1.扩大生产经营规模，降低成本费用通过并购，企业规模得到扩大，能够形成有效的规模效应。

Analysis of Merger and Acquisition Strategy of Multinationals in China and ChineseEnterprises CountermeasuresAbstractMergers and acquisitions of transnational corporations in China presents the strategic trends in recent years. Merger and acquisition strategy of multinationals in China to successfully implement, not only objective necessity of political reform and economic development in China, there are also accidental by Chinese enterprises and government of the subjective errors caused. To prevent risk of multinational merger and acquisition in China, Chinese enterprises should raise awareness of multinational merger and acquisition, carefully chosen joint venture partners, build complete learning system in joint venture/cooperative, enhanced learning capabilities, and enhanced management of merger and acquisition strategies.Key words: Multinational corporations; Merger and acquisition strategy; Joint venture; CooperationIn the late 1990 of 20th century, multinational companies merger and acquisition activity in China is increasing, from all indications, merger and acquisition of multinational corporations in China in recent years had a profound international background, this is a strategic merger behaviors. Grasping the nature of multinationals merger and acquisition strategy in China, it is the important basis for understanding transnational corporation mergers and acquisitions in China.1.THE NATURE OF MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINADifferent from the previous financial mergers and acquisitions or buy shells of mergers and acquisitions, merger and acquisition motives of multinational corporations in China in recent years, not for implementation of speculative gains, but through the merger and monopoly of the world markets for goods and investment, to seize the material and technical and human resources, successful implementation of global management strategy. It can be said that mergers and acquisitions of strategic motives of transnational corporations presents the strategic trends. To multinational recently on China equipment manufacturing enterprise for multiple mergers and acquisitions as cases, although so far, multinational only respectively on some backbone Enterprise for mergers and acquisitions, under effect in domestic various forces, has not been to implement overall of strategic, and systematic of mergers and acquisitions (is on domestic different area, and same industry several backbone enterprise ofmergers and acquisitions), has not been constitute of threat on China entire equipment manufacturing of key industry, and main area. But the trend of mergers and acquisitions to systematic, high specification, such as, after the United States Caterpillar company mergers and acquisitions in Shandong engineering machinery company, seek merging domestic construction machinery industry of key enterprises, such as Xiamen engineering machinery company, Weifang diesel power company,and Shanghai diesel power company of, reflects this trend.2. COMPREHENSIVE ANALYSIS OF MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINA2.1 Charctristics of Mergers and Acquisitions IndustryMultinational merger and acquisition in China in recent years mainly concentrated in three main areas: first, the area of production and supply of electric power and other energy; the second is basic materials area, such as steel, chemical raw materials industries; the third is consumer goods production area of beers, soft drinks, skin care products and so on. These industries have the following in common: with foreign investment in these sectors are relatively mature industry, foreign capital has formed a certain scale of production and capital accumulation in the domestic; these are industries that has been or is being lifted; Mergers and acquisitions industry has the characteristics of potential of large scale and high growth potential. In recent years, as China’s economy continues to grow, rising standards of living, potential size and growth potential in the consumer goods industry began to emerge, so as to drive the demand for energy and basic materials industry rapidly rising, making it difficult to meet the market demand for the production capacity of these industries. In order to quickly dominate the market, transnational corporations have used mergers and acquisitions or expansion of investment into China.2.2 Acquisition ways characteristicsIn General, mergers of transnational corporations in China in the following three ways: first, the restructured holdings acquisition, that is, through participation in the restructuring of domestic enterprises, acquisition of 50% per cent of its equity, to achieve control of enterprise management purposes. For example,In March 2001, China tire industry leading enterprise --China Tire and Rubber Compa ny and the world’s largest tire manufacturer-Michelin formed a joint venture company, Michelin 70% stocks, venture companies invest US $ 320 million reverse takeover of tire rubber company’s core business and assets. Second, increased capital holdings acquisition, that is, in the original on the basis of China-foreign joint ventures, foreign capital increase and share, Chinese does not participate in the capital increase, lower the shares, so that the foreign share holdings. For example,In April 1994, Dalian Motor factory and Singapore Wester motor company established a joint venture of Wester (Dalian) Motor Co., Ltd. In April 2004, Wester further mergers and acquisitions the shares held by the Chinese side of Dalian motor company. Third, the share acquisition, that is, foreign companies at the same time offering a-shares and b-shares, or h-shares, acquired not circulation of legal person shares by agreement or holdings of a large number of b-shares, or h-shares, achieve the purpose of shares or holdings. Such as Beijing wagon limited companyand Japan Isuzu motors and Itochu Shoji Corporation signed a cooperation agreement, Isuzu and Itochu joint agreements to purchase, one-time purchase of North brigade not listing circulation of legal person shares 4 20,000 shares of the company, 25% per cent of total share capital of Beijing wagon limited company, become the largest shareholder of Beijing wagon limited company.Characteristics of Acquired EnterpriseAcquired enterprise general is State or State holding enterprise has development years in domestic, has popularity high of brand, sound of market sales network, more advanced of technology, but due to management system does not perfect, history causes, has into business dilemma, enterprise was forced to overall sold or transfer part quality assets, such as: Dalian Motor Factory, Jiamusi Combine Harvester Factory, and Northwest Bearing Factory, and Shenyang Chisel Rock Machinery Company and so on, these enterprises are industry of leader or challenger, but into cash flow problems due to various reasons, shrinking sales, business difficult to continue, in order to enliven the State-owned assets, resolve some of the workers’ employment, enterprises are forced to overall sold or transfer some good assets and joint venture with multinationals. Or for promoting the progress of technology and management need to seek foreign investment.2.4 Characteristics of Merger and Acquisition StrategyIn recent years, merger and acquisition strategy of multinationals in China is clear, they tend to choose the establishment of China-foreign joint ventures and foreign-controlled, final adoption of the foreign capital merger and acquisition, to a wholly foreign-owned enterprises. Even some multinational corporations seeking holding status when they established joint ventures. Then, in the business course of China-foreign joint venture enterprise, marketing channels is controlled by foreign enterprises, implementation of “high and low” strategy, transfer of profits, or do not want to put in new technology, numerous contradictions with China,Cause in fact of business losses, forcing the Chinese transfer of ownership to the foreign, foreign acquisitions China shares, desire for realization of wholly-owned .For example, Fu Anjie railway bearing (Ningxia) Ltd., Wester (Dalian) Motors Ltd., Dalian Burton Motors Ltd , such these joint ventures were turned into a wholly foreign-owned enterprises by foreign merger and acquisition of Chinese shares .3. ANALYSIS OF THE REASONS FOR THE SUCCESS OF THE MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINAMerger and acquisition of multinationals in China has an obvious strategic, but why the merger and acquisition strategy of multinationals in Chinacan be successfully implemented? There are the objective inevitability of both political and economic reform and development in China,also with Chinese enterprises and Government error led to the contingency subjective.3.1 the objective necessity of transnational companies successfully implement the strategy of Merger and Acquisition in china3.1.1 Reform of State-Owned Enterprises Offers a Number of Opportunities to Multinational Mergers and Acquisitions Strategy in ChinaReform of State-owned enterprises had a high demand on foreign funds. There are nearly 400,000 State-owned enterprises in China, many companies will need restructuring or reorganization, there are three areas of funding gap in restructuring or reorganization process: first, the social security funds; the second is the restitution of fun ds banks ‘ bad loans in State-owned enterprises; The third is the sale of State-owned assets of the funding gap in a competitive business. There are three ways to cover the financing gap: country financial; absorbing domestic and foreign investment; State can no longer provide huge amounts of money for the reform of State-owned enterprises, absorbing domestic investments, because lack of non-State-owned investment capacity and willingness and impossible to large-scale implementation domestic investment, which provides opportunities for transnational corporation mergers and acquisitions of State-owned enterprises in China.3.1.2 Conversion from Joint Venture and Cooperation Mode to Wholly-Owned Mode is the Inevitable of Chinese Economic Reform and DevelopmentCooperative and owned is two patterns of internationalization of multinational companies. Due to transnational corporations initial entry into the host country, transnational corporations did not familiar on host country policies, culture, market environment, host country governments development of a number of barriers to entry, sole risk higher than joint venture and cooperation. However, as changes in the he host country environment caused location advantage of enhancements, transnational corporations increases experience through studying, enhancements and strengthened ownership advantage strategic motives of transnational corporations, risk and return of the wholly-owned and joint venture and cooperation mode has changed, wholly-owned gradually replaced so that joint venture and cooperation, replacing a variety of ways, merger and acquisition is one of the most important way. There are three reasons promoting the successful implementation of a merger and acquisition strategy of multinationals in China. First, the rapid development of China’s economy for many years, China’s growing importance in the world economy, the world’s largest potential market is gradually maturing and Chinese market position gradually growing in the global strategy of transnational corporations in China, thus increasing the multinationals take sole mode of income. Second, after joining the WTO, China gradually open industries, lowering the barrier to entry of multinational merger and acquisition enterprises in China, thereby reversing the multinational joint ventures and wholly-owned of risk and return ratio. Third, the multinational companies operating in China for a period of time, get to know China and Chinese markets, which reduces the investment risk.3.2 THE SUBJECTIVE CONTINGENCIES OF TRANSNATIONAL CORPORATIONS SUCCESSFUL IMPLEMENTATION MERGER AND ACQUISITION STRATEGY IN CHINA3.2.1 Failure of Chinese Enterprises Implementation Joint Venture and Cooperation StrategyMore important reason of Multinational companies from the joint venture and cooperation to the holding and to a wholly-owned strategy success is Chinese joint-venture, cooperation strategy failed.First, the Chinese enterprises lack of knowledge on the complexity of the joint venture and cooperation. Joint venture and cooperation is a wide range of more complex problems ona variety of cultural, enterprises and strategies. To achieve the strategic purpose of the joint venture and cooperation, joint ventures, cooperation between the two sides have to properly address issues such as cultural conflict, distribution and disposal of the proceeds, technology learning and protection. China business knowledge on the complexity of the joint venture and cooperation is often not enough, more attention to possible benefits brought by joint venture and cooperation, ignoring the risk of joint venture and cooperation, results to run some of the poor handling of the conflict, affecting the normal operation of the joint venture and cooperative enterprises, or foreign opportunism of inadequate preparations, finally was forced to participate in mergers and acquisitions.Second, Selected not appropriate for joint ventures and cooperation partners.When choosing a partner for Chinese enterprises are often too look at the size of the transnational corporations, technology and management of advanced degrees, and ignore the foreign joint venture of mind, ignored the two parties on the cultural fit, complementary capabilities and resources, as well as position in the joint venture and cooperative enterprises, and many other issues. Making some multinational companies not only to low cost entry into the Chinese market, and dominate in the joint venture and cooperative enterprises, for further mergers and acquisitions Chinese companies with an opportunity.Third, the failure of joint ventures and cooperative learning mechanism in the process. Learning advanced technology and management experience is the main causes of Chinese enterprises and multinational companies to form joint ventures and cooperative enterprises, but Chinese enterprises often do not have to establish a learning mechanism in the process of joint-venture and cooperation. Learning mechanism failure caused results of China enterprise joint venture and cooperation loss of marke t, but haven’t learned skills and experience.3.2.2 Failure of The Merger and Acquisition of Chinese Enterprises StrategyFirst, goals of participating in transnational merger and acquisition is fuzzy and negotiation failure. When Chinese enterprises participating in transnational merger and acquisition, have only good intentions, there is a lack of long-term strategic objectives and effective negotiating routes design, eager to reorganization of assets, high quality assets on multinational mergers and acquisitions, bad assets, debt and the burden of bureaucracy has left China’s parent company. High quality assets are joint ventures with transnational corporations and have not good grasped of commercial negotiation conditions and patterns, and give up control of a joint venture, parent company lost its core competitiveness, lost technology, brand and marketing, enterprise techniques and technology research and development in the future depends on the strategy arrangements of transnational corporation. Second, choosing the merger and acquisition of foreign investors misconduct. Different types of merger and acquisition of foreign investors, determine the effect of mergers and acquisitions different. International multinational consortium with strong financial strength, can easily mobilize huge amounts of money, holding and acquisitions of Chinese companies, and asset consolidation, packing, then go to the foreign or domestic capital markets for cash, earn high profits. China to introduce such investors, although can avoid to be controlled on the technology and production, access to financial support for the time being, are unable to obtain knowledge of manufacturing technologies and production, marketing, does not help enterprises to raise the level of technology and management, and even lose the basis forlong-term development. When many Chinese companies involved in mergers and acquisitions, without carefully assessing and weighing the introduction of different foreign investor to bring effects and interest and blindly participating in transnational mergers and acquisitions, resulting in counterproductive.4. COUNTERMEASURES OF CHINESE ENTERPRISE FACES MULTINATIONALS MERGER AND ACQUISITION STRATEGY IN CHINA4.1 Increasing Awareness of Multinational Merger and Acquisition strategyFirst, clear understanding of the nature of merger and acquisition strategy of multinationals in China. Multinational merger and acquisition in China has not only access to markets, but sought trade monopolies and globally integrated supply chain. Second, fully understand the risks of joint venture/cooperative, understand the advantages and disadvantages of mergers and acquisitions, raising awareness of risk prevention. Joint venture, cooperation and mergers and acquisitions has a double-edged sword effect, to fully assess the risks of losing markets, brands and core technology in the process of joint-venture, cooperation and mergers and acquisitions, and increased awareness of risk prevention, to take effective measures to prevent risks to organization structure design, patent protection, and other aspects. Thirdly, recognizing the importance that keep own business brand and core technology for sustainable development. Brand and core technology is the key source of enterprise’s core competitiveness, loss of brand and core technology will reduce the bargaining power of competition and cooperation of Chinese enterprises and transnational corporations, eventually reduced to matching supply of vendors of multinational corporations has a core competence .4.2 carefully choosing a foreign joint Venture PartnersWhen select partners in joint ventures, to thoroughly understand and analysis the strategic intent the foreign, final judgment goal of foreign joint ventures take acquisitions as a strategy only get into the Chinese market in the early days, aimed at bypassing the Chinese industry control, or for long-term business cooperation with Chinese enterprises. If the foreigner is for long-term business cooperation, Chinese companies should identify own real needs, maintain their unique resources and advantages, from the practical needs of enterprises and the advantages complementary between the two sides, carefully chosen joint venture partners.4.3. strengthening strategic Management capabilities of Mergers and Acquisitions4.3.1 Enhanced Ability to Develop Rational Merger and Acquisition StrategyAt the time of acquisition, Chinese enterprises should have clear targets and strategies of merger and acquisition. As backbone enterprise, to research itself market status, confirmed whether needs participate in transnational mergers and acquisitions; if must by assets restructuring out dilemma, whether must by multinational mergers and acquisitions; if had to looking for multinational mergers and acquisitions, to clear the target by mergers and acquisitions, and developed specific programme of mergers and acquisitions negotiations, using itself of resources, keep on joint venture enterprise of control right, especially to clear Enterprise for technology route of led right; if mergers and acquisitions must to gave upindependent development for premise, seeking borne the original debt and redundant staff placement by multinational enterprises. Otherwise, the value involved in mergers and acquisitions will be greatly reduced.4.3.2 Enhanced Ability to Identify Qualified Acquisition Investor based on reasonable estimation of the enterprise’s own development bottleneck is shortage of technology, shortage of funds, or the shortage of market-oriented, Chinese enterprise careful comparison and calculation of industrial investors and financial investors, commercial investors to enterprise resources and benefits, conditions and cost of the enterprise delivered, choose different types of mergers and acquisitions investors.4.3.3 Strengthen The Capacity of Protection Brand and Technology in Mergers and Acquisitions Process First, before implement mergers and acquisitions, should correctly awareness and assessment brand assets value, China enterprise should hired authority assessment institutions, used advanced of brand value assessment system to assessment brand assets, to prevent the local brand value of loss in foreign and joint venture enterprise mergers and acquisitions process; on the other hand, when mergers and acquisitions, high popularity and reputation of brand must to keep more independence, not easily is controlled by multinationals, this is key involved brand life .。

几个并购术语（英汉对照及解释）战略性并购（Strategic M&A）战略性并购通常是指并购企业通过并购实现对目标企业（被并购企业）的长期战略性持股。

通过战略性并购，并购企业可以扩大市场份额、增加企业的业务能力，获得并购的协同效应。

根据并购企业与被并购企业所处的行业是否相同，战略并购可以进一步分为横向并购、纵向并购和混合并购。

财务性并购（Financial M&A）财务性并购的并购方通常是私募股权公司或者其他财务投资人，它们并购的目的不是为了对被并购企业的长期持股，而是为了对其进行资产重组，然后以较高的价格出售并退出持股，在短期内实现投资收益。

财务性并购通常以杠杆并购的方式进行。

横向并购（Horizontal Merger）横向并购是指在同一行业中生产相同或者类似产品的企业间进行的并购，并购的目的通常是为了减少竞争、获得规模效益、扩大市场份额、巩固企业的市场地位。

纵向并购（Vertical Merger）纵向并购是指同一产业链上的上下游企业之间进行的并购，并购目的通常是为了加强不同生产环节之间的配合、减少外部市场交易、提高生产的协作化、加速生产过程。

混合并购（Conglomerate Merger）混合并购是指不同地区、不同行业的企业间进行的并购，并购的目的通常是为了多样化经营、分散经营风险。

管理层收购（Management Buyout）管理层收购（MBO）是指公司的管理层向公司的股东（母公司或者个人股东）收购公司的全部或者大部分股权。

管理层收购与其他并购在法律性质方面是类似的，区别在于作为收购方的管理层对公司的经营情况非常熟悉，因此，尽职调查过程常常比较简单，而且股权的出售方向收购方（即公司的管理层）作出的保证也不会像其他并购那样详尽。

杠杆收购（Leveraged Buyout）杠杆收购（LBO）是指在筹措并购费用时只使用较少的自有资金，而使用大量的借贷资金（通过发行债券或者借贷筹集的资金）。

外文文件Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of globalmega-mergers. Like the mergers and acquisitions (M&As) frenzy of the1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets, technological change, global competition, and industry consolidation. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks, concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. Ascredit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent mo st of the world ’s economies into recession, reducing global M&A activity by more than one-third from its previoushigh. This global recession deepened during the first half of 2009—despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policies—extending the slump in M&A activity.In recent years, governments worldwide have intervened aggressively in global credit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offsetdeflationary pressures. What impact have such actions had on mergersand acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to wherethey are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to failare likely to disrupt this process. Such decisions are often based on thenotion that some firms are simply too big to fail because of their potentialimpact on the economy—consider AIG in the United States. Others areclearly motivated by politics. Such actions disrupt the smooth functioningof markets, which rewards good decisions and penalizes poor ones.Allowing a business to believe that it can achieve a size“too big t o fail may create perverse incentives. Plus, there is very little historicalevidence that governments are better than markets at deciding who shouldfail and who should survive.In this chapter, you will gain an understanding of the underlyingdynamics of M&As in the context of an increasingly interconnectedworld. The chapter begins with a discussion of M&As as change agentsin the context of corporate restructuring. The focus is on M&As and whythey happen, with brief consideration given to alternative ways ofincreasing shareholder value. You will also be introduced to a variety oflegal structures and strategies that are employed to restructurecorporations.Throughout this book, a firm that attempts to acquire or merge withanother company is called an acquiring company , acquirer, or bidder.The target company or target is the firm being solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you tounderstand fully;they are all included in a glossary at the end of the book. Mergers and Acquisitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustratedby the ever-changing composition of the so-called Fortune 500—the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on today ’ s list, and some 2,000 firms have appeared iston atthe l one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm ’ s basic operations or fundamentally change its asset or financial structure. ····················································SynergySynergy is the rather simplistic notion that two (or more) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy comprises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can come from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software; normal maintenance spending; obligations such as interest expense, lease payments, and long-term union, customer, and vendor contracts; and taxes. These costs arefixed in that they cannot be altered in the short run.By contrast, variable costs are those that change with output levels. Consequently, for a given scale or amount of fixed expenses, the dollar value of fixed expenses per unit of output and per dollar of revenue decreases as output and sales increase.To illustrate the potential profit improvement from economies of scale, let ’consider an automobile plant that can assemble 10 cars per hour and runs around the clock —which means the plant produces 240 cars per day. The plant ’fixeds expenses per day are $1 million, so the average fixed cost per car produced is $4,167 (i.e., $1,000,000/240). Now imagine an improved assembly line that allows the plant t o assemble 20 cars per hour, or 480 per day. The average fixed cost per car per day falls to $2,083 (i.e., $1,000,000/480). If variable costs (e.g., direct labor) per car do not increase, and the selling price per car remains the same for each car, the profit improvement per car due to the decline in average fixed costs per car per day is $2,084 (i.e., $4,167–$2,083).A firm with high fixed costs as a percentage of total costs will have greater earnings variability than one with a lower ratio of fixed to total costs. Let ’consider two firms with annual revenues of $1 billion and operating profits of $50 million. The fixed costs at the first firm represent 100 percent of total costs, but at the second fixed costs are only half of all costs. If revenues at both firms increased by $50 million, the first firm would see income increase to $100 million, precisely because all of its costs are fixed. Income at the second firm would rise only to $75 million, because half of the $50 million increased revenue would h ave to go to pay for increased variable costs.Using a specific set of skills or an asset currently employed to produce a given product or service to produce something else realizes economies of scope, which are found most often when it is cheaper to combine multiple product lines in one firm than to produce them in separate firms. Procter & Gamble, the consumer products giant, uses its highly regarded consumer marketing skills to sell a full range of personalcare as well as pharmaceutical products. Honda knows how to enhanceinternal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology letscustomers run applications on UNIX and NT operating systems on asingle computer system. Citigroup uses the same computer center toprocess loan applications, deposits, trust services, and mutual fundaccounts for its bank customers’. Each is an example of economies ofscope, where a firm is applying a specific set of skills or assets toproduce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on thecost of capital of the acquiring firm or newly formed firm resulting froma merger or acquisition. The cost of capital is the minimum returnrequired by investors and lenders to induce them to buy a firm ’ s s to lend to the firm.In theory, the cost of capital could be reduced if the merged firms havecash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lowersecurities issuance and transactions costs, or result in a better matchingof investment opportunities with internally generated funds. Combining afirm that has excess cash flows with one whose internally generated cashflow is insufficient to fund its investment opportunities may also result ina lower cost of borrowing. A firm in a mature industry experiencingslowing growth may produce cash flows well in excess of availableinvestment opportunities. Another firm in a high-growth industry may nothave enough cash to realize its investment opportunities. Reflecting theirdifferent growth rates and risk levels, the firm in the mature industry mayhave a lower cost of capital than the one in the high-growth industry, andcombining the two firms could lower the average cost of capital of thecombined firms.DiversificationBuying firms outside a company’currents primary lines of business iscalled diversification , and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost ofcapital, or it may allow a firm to shift its core product lines or marketsinto ones that have higher growth prospects, even ones that are unrelatedto the firm ’currents products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business canhave significant implications for how effective management is in operating the combined firms.··········································A firm facing slower growth in itscurrent markets may be able to accelerate growth through related diversification by selling its current products innew markets that are somewhat unfamiliar and, therefore, mor risky. Suchwas the case when pharmaceutical giant Johnson &Johnson announcedits ultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business inthe fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates bydeveloping or acquiring new products with which it is relativelyunfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney ’ s acquisition of the Eckerd Drugstore chain or J&J$16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, thefirm assumed additional risk, but less so than unrelated diversification ifit had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, suchas General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—compared to shares of focused firms or to their value were theybroken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive companies diversifiedin unrelated areas (i.e., those in different standard industrial classifications) as riskier because management has difficulty understanding these companies and often fails to provide full funding forthe most attractive investment opportunities.Moreover, outside investorsmay have a difficult time understanding how to value the various parts ofhighly diversified businesses.Researchers differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use M&As to makerapid adjustments to changes in their external environments. Althoughchange can come from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been majorforces in creating new opportunities for growth, and threatening, or making obsolete, firms ’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation inrecent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activitybecause deregulation breaks down artificial barriers and stimulates competition. During the first half of the 1990s, for instance, the U.S. Department of Defense actively encouraged consolidation of the nation ’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to competitorsthat can resell the power in the utility own’s marketplace respond withM&As to achieve greater operating efficiency. Commercial banks thathave moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance companies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Depression.The Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services companies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telecommunications industry offers a striking illustration. Historically, local and long-distance phone companies were not allowed t o compete against each other, and cable companies were essentially monopolies. Since the Telecommunications Act of 1996, local and long-distance companies are actively encouraged to compete in eachother ’markets, and cable companies are offering both Internet access and local telephone service. When a federal appeals court in 2002 struck down a Federal Communications Commission regulation prohibiting a company from owning a cable television system and a broadcast TV station in the same city, and threw out the rule that barred a company from owning TV stations that reach more than 35 percent of U.S.households, it encouraged new combinations among the largest media companies or purchases of smaller broadcasters.Technological ChangeTechnological advances create new products and industries. The development of the airplane created the passenger airline, avionics, and satellite industries. The emergence of satellite delivery of cable networks t o regional and local stations ignited explosive growth in the cable industry. Today, with the expansion of broadband technology, we are witnessing the convergence of voice, data, and video technologies on the Internet. The emergence of digital camera technology has reduced dramatically the demand for analog cameras and film and sent householdnames such as Kodak and Polaroid scrambling to adapt. The growth ofsatellite radio is increasing its share of the radio advertising market atthe expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger,more bureaucratic firms cannot achieve. With engineering talent often inshort supply and product life cycles shortening, these larger firms may nothave the luxury of time or the resources to innovate. So, they may look toM&As as a fast and sometimes less expensive way to acquire newtechnologies and proprietary know-how to fill gaps in their currentproduct portfolios or to enter entirely new businesses. Acquiring technologies can also be a defensive weapon to keep important new technologies out of the hands of competitors. In 2006, eBay acquiredSkype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boosttrading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had beenunable to realize the benefits of owning Skype and was selling thebusiness to a private investor group for $2.75 billion.Hubris and the“ Winner’ s Curse”Managers sometimes believe that their own valuation of a target firm is superior to the market’ s valuation. Thus, the acquiring company tends to overpay for the target, having been overoptimistic when evaluating petition among bidders also is likely to result in the winner overpaying because ofhubris , even if significant synergies are present.In an auction environment with bidders, the range of bids for a targetcompany is likely to be quite wide, because senior managers t end to bevery competitive and sometimes self-important. Their desire not to losecan drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays morethan the company is worth and may ultimately feel remorse at havingdone so—hence what has come to be called thewinner ’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the ratio of the market value of the acquiring firm ’s stock to the replacement cost of its assets. Firms interested in expansion can choose to invest in new plants and equipment or obtain the assets by acquiring a company with a market value less than what it would cost to replace the assets (i.e., q-ratio ＜1). This theory was very useful in explaining M&A activity during the 1970s, when high inflation and interest rates depressed stock prices well below the book value of many firms. High inflation also caused the replacement cost of assets to be much higher than the book value of assets. Book value refers to the value of assets listed on afirm ’s balance sheet and generally reflects the historical cost of acquiring such assets rather than their current cost.When gasoline refiner Valero Energy Corp. acquired Premcor Inc. in 2005, the $8 billion transaction created the largest refiner in North America. It would have cost an estimated 40 percent more for Valero to build a new refinery with equivalent capacity.Mismanagement (Agency Problems)Agency problems arise when there is a difference between the interests of incumbent managers (i.e., those currently managing the firm) and thefirm ’shareholders. This happens when management owns a small fraction of the outstanding shares of the firm. These managers, who serve as agents of the shareholder, may be more inclined to focus on their own job security and lavish lifestyles than on maximizing shareholder value. When the shares of a company are widely held, the cost of such mismanagement is spread across a large number of shareholders, eachof whom bears only a small portion. This allows for toleration of the mismanagement over long periods. Mergers often take place to correct situations in which there is a separation between what managers and owners (shareholders) want. Low stock prices put pressure on managersto take actions to raise the share price or become the target of acquirers, who perceive the stock to be undervalued and who are usually intent onremoving the underperforming management of the target firm.Agency problems also contribute to management-initiated buyouts, particularly when managers and shareholders disagree over how excess cash flow should be used.Managers may have access to information not readily available to shareholders and may therefore be able to convince lenders to provide funds to buy out shareholders and concentrate ownership in the hands of management.From: Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10外文文件中文翻译并购基础知识：全部你需要知道的并购新千年的第一个十年 , 预示着全世界大规模并购时代的到来。