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。

并购名词解释一、并购（M&A）并购指的是企业并购或合并另一家公司的活动。

通常情况下，被收购的公司会失去独立性，并成为收购公司的一部分。

并购通常是由企业追求经济优势和竞争优势的一种战略决策。

二、收购（Acquisition）收购是指一家公司（收购公司）购买另一家企业的股权或者资产，从而控制这个企业的所有权和资产。

在收购中，被收购公司通常成为收购公司的子公司，它的业务将成为收购公司的重要组成部分。

三、合并（Merger）合并是指两家或更多公司通过协商一起合并成为一家新的公司。

合并通常是平等对待两家公司的股东。

两家企业将整合资源，提高生产效率和降低成本，实现更高的竞争力。

四、收购兼并（Acquisition merger）收购兼并是两种策略的结合。

其目的在于通过收购其他公司来扩展企业的业务，提高企业的生产规模和竞争力。

在这种情况下，企业可以收购整个公司或部分股份。

五、激进收购（Hostile takeover）激进收购通常发生在被收购公司的管理层和股东坚决反对收购的情况下。

在这种情况下，收购公司常常使用各种手段来突破对方的反抗，包括直接向股东发送并购提议、公开宣布收购计划、展开背后收购等手段。

六、管理层收购（Management buyout）管理层收购是被收购公司的管理层从股东手中购买公司股份的活动。

在管理层收购中，管理层成为公司的股东和企业的新所有者，从而控制企业的核心业务和管理权。

七、杠杆收购（Leveraged buyout）杠杆收购是一种通过大量借款来收购企业的战略。

在这种情况下，杠杆买家通常会使用收购公司的资产作为抵押，借款用于支付收购费用和偿还负债。

通过这种方式，收购公司可以在不使用大量资本的情况下完成收购计划，同时也没有资本增值的压力。

并购交易方案英文缩写M&A Transaction Scheme Abbreviations1. M&A: Merger and Acquisition2. LOI: Letter of Intent - Document outlining the preliminary understanding between the buyer and seller regarding a proposed M&A transaction.3. NDA: Non-Disclosure Agreement - Legal contract that protects confidential information and trade secrets shared between the buyer and seller during the M&A process.4. SPA: Share Purchase Agreement - Legal contract that establishes the terms and conditions of the sale and purchase of shares of a target company.5. EOI: Expression of Interest - Formal communication from a potential buyer indicating their interest in acquiring a target company.6. CIM: Confidential Information Memorandum - Detailed document containing information about the target company, used by potential buyers to evaluate the investment opportunity.7. DD: Due Diligence - Detailed investigation and analysis of the target company's financial, legal, and operational aspects to assess its value and identify potential risks.8. MOU: Memorandum of Understanding - Non-bindingagreement that outlines the basic terms and conditions of an M&A transaction, usually signed after successful due diligence.9. SPA: Share Purchase Agreement - Legal contract that establishes the terms and conditions of the sale and purchase of shares of a target company.10. PE: Private Equity - Investment in privately-held companies by institutional investors or high Net Worth Individuals (HNIs) in exchange for equity ownership.11. VC: Venture Capital - Investment in early-stage or high-growth companies with significant growth potential, usually in exchange for equity ownership.12. IPO: Initial Public Offering - Process through which a private company goes public by offering its shares to the general public for the first time.13. LBO: Leveraged Buyout - Acquisition of a company using a significant amount of borrowed money, with the target company's assets used as collateral for the loan.14. EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization - Financial metric used to measure a company's operating performance, excluding non-operating expenses.15. ROE: Return on Equity - Financial ratio that measures the profitability of a company by dividing its net income by the shareholders' equity.16. Synergy: The additional value created by the combination of two companies, resulting in increased efficiencies, cost savings, and revenue growth.17. Integration: The process of combining the operations, systems, and cultures of two companies after an M&A transaction.18. BOD: Board of Directors - Group of individuals elected to represent the shareholders' interests and oversee the management of a company.19. RTO: Reverse Takeover - Process in which a private company acquires a publicly-traded company, thus gaining a listing on a stock exchange.20. CRM: Customer Relationship Management - Software system used to manage an organization's interactions with its customers, typically used to improve customer satisfaction and increase sales. These abbreviations are commonly used in the M&A industry and provide a comprehensive overview of the key terms and concepts related to M&A transactions.。

并购目标英文Merger and Acquisition Targets: Increasing Market Share and Expanding Business OpportunitiesIn today's highly competitive business landscape, companies are constantly seeking new avenues for growth and expansion. One effective strategic option that businesses often explore is mergers and acquisitions (M&A), wherein two or more companies combine their resources, expertise, and market share to achieve mutually beneficial objectives.Identifying the right merger and acquisition targets is crucial for companies looking to strengthen their market position and maximize their potential. These targets can vary significantly depending on the company's current market position, growth objectives, and available resources. Let's take a look at some common types of M&A targets that companies pursue.1. Geographic Expansion:One of the main reasons companies consider mergers and acquisitions is to expand their geographic reach. By acquiring companies operating in different regions or countries, a business can gain instant access to new markets, customers, and distribution channels. For example, a multinational corporation may acquire a local company to establish a foothold in a specific country where they previously had little to no presence.2. Industry Vertical Integration:Vertical integration occurs when a company acquires a supplier or retailer within its industry's value chain. By merging with oracquiring these players, businesses can gain control over critical inputs or distribution channels, reduce costs, and increase efficiency. For instance, an automobile manufacturer may acquire a tire manufacturing company or a car dealership to ensure a steady supply of tires or secure direct access to customers.3. Diversification:Companies often seek to diversify their portfolio of products or services through M&A. By acquiring businesses in different industries, they can mitigate risks associated with fluctuations in a single market segment and tap into new sources of revenue. For instance, a technology company may acquire a healthcare software provider to expand its offerings into the healthcare sector, diversifying its revenue streams and reducing reliance on a single market.4. Talent Acquisition:In today's knowledge-based economy, acquiring top talent is critical for sustained success. Companies may consider mergers and acquisitions as an opportunity to gain access to a pool of skilled professionals or to tap into a target company's specific expertise. This strategy is especially prevalent in industries with high demand for specialized knowledge, such as technology, pharmaceuticals, and professional services.5. Cost Savings and Synergies:Mergers and acquisitions can also create cost savings and operational synergies, providing companies with a competitive advantage and improved profitability. By merging with or acquiring companies that share similar operations, businesses caneliminate redundancies, streamline processes, and leverage economies of scale. This synergy-driven approach often leads to improved margins, increased market share, and enhanced competitiveness.In conclusion, identifying suitable merger and acquisition targets is a multifaceted decision that considers several factors, including the company's growth objectives, market position, available resources, and strategic priorities. Whether it's geographic expansion, vertical integration, diversification, talent acquisition, or cost savings, each M&A strategy offers unique opportunities to tap into new markets, achieve synergies, and propel business growth. Through careful evaluation and due diligence, companies can secure the right targets, enabling them to unlock their full potential and stay ahead in today's dynamic business environment.。

海外并购英文词汇Common Shares Outstanding 已发行股票、流通股本stock repurchase(stock buyback) 股票回购Floating 流通量Redeemable 可赎回股本、可兑换资本Common stock 普通股Warrant 认股权证Market Capital 市值Gross Margin 毛利EPS 每股盈利额Impairment 减值、亏损Surprise 扰动、变化值Revenue 总收入Net Income 净收益Share counts 股数Diluted 稀释Dividends 股息，红利Depreciation 货币贬值、折旧Amortization 摊销SBC 股票报酬EBIDA（Earnings Before Interest Depreciation and Amortization）股息、折旧及摊销前收入Minority interest 少数股东权益Share-based compensation 股份报偿Leveraged buyout 融资收购Mortgage 按揭、抵押Equity Incentives 股权激励capital stock股本audit审计business incubation 商业孵化arbitration仲裁tax registration税务登记license approval许可审批Equity settlement 股权结算Asset valuation 资产评估Asset restructuring 资产重组M&A 并购Sovereign debt 主权债务Venture capital 风险资金Private equity fund 私募股权基金Placement 增资扩股Derivative 衍生品Broker 证券经纪人CAC-40 Index 法国巴黎CAC-40指数NASDAQ，National Association of Securities Deal Automated Quotations 那斯达克Nikkei Index 日经指数NYSE，New York Stock Exchange 纽约证券交易所Paris Bourse 巴黎证券交易所the Russell 2000 拉塞尔2000指数the Standard and Poor's 500 标准普尔500指数a bear market熊市a bull market牛市bench mark指标blue chip绩优股bonus share 红股component index成份指数convertible bond可转换债券core / non-core assets 核心/非核心资产corporate bond企业债券debt-for-equity swap 债权转股权deceptive accounting 虚假帐务earning report 业绩报表financial irregularities /improprieties 金融违规行为financial reorganization 金融重组financial statement 财务报表fund custodian bank基金托管银行fund manager基金经理/管理公司high-tech sector高科技板块income statement 损益表industrial stock工业股票inflate profits 虚报盈利listed company / delisted company 上市公司/被摘牌的公司record high （股票指数）创历史新高red chips红筹股return on equity股本回报率share, equity, stock 股票、股权bond, debenture, debts 债券negotiable share 可流通股份convertible bond 可转换债券treasury /government bond 国库券/政府债券corporate bond 企业债券closed-end securities investment fund 封闭式证券投资基金open-end securities investment fund 开放式证券投资基金fund manager 基金经理/管理公司fund custodian bank 基金托管银行market capitalization 市值p/e (price/earning) ratio 市盈率mark-to-market 逐日盯市put / call option 看跌/看涨期权margins, collateral 保证金rights issue/offering 配股bonus share 红股dividend 红利/股息ADR(American Depository Receipt)美国存托凭证/存股证GDR(Global Depository Receipt) 全球存托凭证/存股证retail / private investor 个人投资者/散户institutional investor 机构投资者broker/dealer 券商proprietary trading 自营insider trading/dealing 内幕交易market manipulation 市场操纵prospectus招股说明书IPO(Initial Public Offering)新股/初始公开发行merger and acquisition收购兼并the big board 大盘the ups and downs of the stock market股市行情treasury/government bond国库券/政府债券Wall Street华尔街windfall profit暴利Liquidation of fixed assets 固定资产清理Intangible assets 无形资产Goodwill 商誉Intangible Assets depreciation reserves 无形资产减值准备Unacknowledged financial charges 未确认融资费用Property management 物业管理Associated infrastructure 配套基础设施建设Anchor tenant 关键承租人Annex 附件Parameter 参数、要素、限制因素Accrue to 获得利益CRE（the Counselor of Real-Estate）房产顾问Anti-monopoly Act 反垄断法Market Access 市场准入Security Act 证券法Creditor 债权人Disclosure 信息披露Mandatory offer 收购要约Proprietary right 所有权Preferred stock 优先股Record-keeping 备案Project initiation 立项Open an account 设立账户State Administration of Foreign Exchange 外管局Administration Committee 管委会Settlement Agreement Limited Liability Company和解协议有限责任公司delivery of consideration Amended and Restated交付对价修订及重述release Agreement in consideration of解除协议鉴于，考虑到mutual covenants now therefore共同契约因此T RANSFERRED I NTEREST转让权益Upon the terms and subject to the conditions of this Agreement根据本协议规定的条款和条件Consideration对价immediately available funds.In consideration for the Transferred Interest作为转让权益的对价C ONDITIONS P RECEDENT先决条件affiliate of Buyer买方的关联机构Representations, Warranties and Covenants 陈述、保证和承诺授权requisite power and authority必要的权力和授权necessary corporate actions必要的公司程序terms and provisions条款和规定Instrumentsconstitute valid and legally binding obligations构成有效且有法律约束力的义务enforceable against the Seller in accordance with their terms根据条款对卖方进行执行bankruptcy, receivership, insolvency, reorganization, moratorium破产，接管，无力偿债，重组，延期偿付subject to受制于，从属于creditors’ rights generallygeneral principles of equity衡平法的一般原则Title所有权good and marketable title完整的可转让的所有权free and clear of all liens未创设任何留置权claims, pledges, charges, security interests赔偿请求、抵押、押记、担保物权Encumbrances权利负担Consummation完成，完善L ITIGATION诉讼suit, action, claims ，proceeding or investigation诉讼、起诉、赔偿请求、法律程序或调查pending or未决的N O A CTIONS ON B EHALF OF THE C OMPANY.无代表公司的行为result in any liability to the Company导致公司承担任何责任最新文件仅供参考已改成word文本。

跨国并购的概念跨国并购（Cross-border Mergers and Acquisitions）指的是一家公司从事并购活动时，以跨越国家界限为目标进行的交易。

在全球化的背景下，跨国并购成为了越来越多公司扩大规模、迅速进入新市场、并获取新技术和资源的一种重要战略。

跨国并购的概念包含了两个方面：跨越国家的范围和并购的性质。

首先，跨国并购意味着交易涉及多个国家，包括目标公司所在国和收购公司所在国。

这样的跨国性质使得并购交易在法律、金融、经营等方面面临各种挑战，需要各方充分协调合作。

其次，并购是指一家公司通过购买另一家公司的股权或资产，实现公司间的合并或重组。

并购的性质可以包括垂直并购、水平并购和集团并购等。

垂直并购是指两个在产业供应链中处于不同环节的公司之间的合并，以优化整个产业链条。

水平并购是指两个在同一产业中处于相同环节的公司之间的合并，以增强市场竞争力。

集团并购则是指通过收购具有相关业务或行业的公司来构建跨国经营的集团。

跨国并购的背后有着多种动因。

首先，跨国并购可以加速市场进入。

通过收购在目标市场已经建立了良好渠道、品牌和客户群的企业，收购方可以迅速进入新市场，减少建立自有渠道和品牌的时间和成本。

其次，跨国并购可以拓展公司的产品或服务线。

通过收购技术或专业知识更加先进的目标公司，收购方可以获取新技术、专利和商业机会，提升自身的产品研发能力和竞争力。

此外，跨国并购还能帮助公司扩大规模，增加收入和利润，提高企业的价值。

然而，跨国并购也存在许多风险和挑战。

首先，不同国家之间的法律制度、经济环境、文化和习俗等差异会对并购活动产生影响。

在决策层面，跨国并购需要充分考虑政治稳定性、法律法规和监管环境，以及目标公司和收购公司的文化差异。

其次，由于并购可能涉及大量的资金，金融风险也是需要关注的因素。

交易结构的复杂性、资金筹集的困难和外汇风险等都需要进行精确的预估和管理。

此外，跨国并购还面临着组织整合问题，包括如何整合不同企业文化、管理制度和人员，以实现合并后的协同效应。

企业并购外文翻译文献(文档含中英文对照即英文原文和中文翻译)外文: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 most 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 offset deflationary 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 shouldfail 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 list 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 c an 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 averagefixed 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 personal care 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 orto 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 prima ry 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 itsultimately 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 they broken 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 makerapid 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 that have 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’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 household names 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 boosttrading 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 rat io 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 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 NorthAmerica. 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 on removing 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翻译:并购基础知识：一切你需要知道的并购新千年的第一个十年,预示着全球大规模并购时代的到来。

企业并购中英文对照外文翻译文献中英文对照外文翻译文献(文档含英文原文和中文翻译)原文：The choice of payment method in European M & A Global M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not fully understand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirer’s ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporate control, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders.In making an M&A currency decision, a bidder is faced with a choice between using cash and stock as deal consideration. Given that most bidders have limited cashand liquid assets, cash offers generally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidder’s M&A currency decision can be strongly influenced by its debt capacity and existing leverage. It can also be strongly influenced by management’s desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing benefits of cash consideration. For example, sellers may be willing to acceptstock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a minority shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured.Under existing theories of capital structure, debt capacity is a positive function of tangible assets, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of bankruptcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidder’s cash bid, especially in relatively large deals.In assessing potential determinants of an M&A payment method, our focus is on a bidder’s M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a target’s financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on its own terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal.Bidder and target considerations:* Corporate ControlBidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk losing control. Assuming control is valuable,the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholder’s position is threatened. To capture this effect, we use the ultimate vo ting stake held by the largest controlling shareholder.A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over the intermediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidder’s controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidder’s largest shareholder. In our robustness analysis, we also estimate a spline function for this variable.Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder, threatening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the risk of creating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTROL LOSS, theproduct between the target’s contr ol block and the deal’s ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidder’s equity pre-offer capitalization plus the offe r size. The target’s controlling blockholder is assumed to have 100 % ownership for unlisted targets and subsidiary targets.* Collateral, Financial Leverage and Debt CapacityWe use the fraction of tangible assets as our primary measure of a bidder’s ability to pay cash, financed from additional borrowing. COLLATERAL is measured by the ratio of property, plant and equipment to book value of total assets. Myers (1977) argues that debtholders in firms with fewer tangible assets and more growth opportunities are subject to greater moral hazard risk, which increases the cost of debt, often making stock more attractive. Hovakimian, Opler and Titman(2001) find that a firm’s percentage of tangible assets has a strong positive influence on its debt level.We also control for a bidder’s financial condition with its leverage ratio, FIN’L LEVERAGE. Since cash is primarily obtained by issuing new debt, highly levered bidders are constrained in their ability to issue debt and as a consequence use stock financing more fr equently. A bidder’s financial leverage is measured by the sum of the bidder’s face value of d ebt prior to the M&A announcement plus the deal value (including assumed liabilities)divided by the sum of the book valve of total assets prior to the announcement plus the deal value (including assumed liabilities). This captures the bidder’s post-deal leverage if the transaction is debt financed. This measure differs from Martin(1996) who uses a pre-deal bidder leverage measure adjusted for industry mean and reports an insignificant effect.Bidder size is likely to influence its financing choices. Larger firms are more diversified and thus, have proportionally lower expected bankruptcy costs. They also have lower flotation costs and are likely to have better access to debt markets, making debt financing more readily available. Thus, cash financing should be more feasible in the case of larger firms. Larger firms are also more apt to choose cash financing in smaller deals due to its ease of use, provided they have sufficient unused debt capacity or liquid assets. Further, the use of cash allows the bidder to avoid the significant costs of obtaining shareholder approval of pre-emptive rights exemptions and authorizations and the higher regulatory costs of stock offers. We measure bidder assets size by the log of pre-merger book value of assets in dollars(total assets). In addition to bidder control and financing considerations, we need to take into account several other bidder characteristics.* Relative Deal Size, Bidder Stock Price Runup and Asymmetric InformationHansen (1987) predicts that bidders have greater incentives to finance with stock when the asymmetric information about target assets is high. This information asymmetry is likely to rise as target assets rise in value relative to those of a bidder. Yet, stock is used in relatively larger deals, it produces more serious dilution of a dominant shareholder’s control position. Finally, as bidder equity capitalization rises, concern about its financing constraint falls, since there is a relatively smaller impact on its overall financial conditon. We proxy for these effects with REL SIZE, which is computed as the ratio of deal offer size (excluding assumed liabilities)divided by the sum of the deal’s offer size plus the bidder’s pre-offer market capitalization at the year-endprior to the bid.Both Myers and Majluf (1984) and Hansen (1987) predict that bidders will prefer to finance with stock when they consider their stock overvalued by the market and prefer to finance with cash when they consider their stock undervalued. As uncertainty about bidder asset value rises, this adverse selection effect is exacerbated. Martin (1996) finds evidence consistent with this adverse selection prediction. For a sample of publicly traded targets, Travlos (1987) finds that stock financed M&A deals exhibit much larger negative announcement effects than cash financed deals. He concludes this is consistent with the empirical validity of an adverse selection effect. We use as a proxy for bidder overvaluation (or undervaluation), calculated from a bidder’s buy and hold cumulative stock return over the year preceding the M&A announcement month.In addition to bidder considerations, we need to take into account typical target considerations. These preferences are related to risk, liquidity, asymmetric information and home bias.T1. Unlisted Targets and Subsidiary T argetsWe use an indicator variable, UNLISTED TARGET, to control for listing status where the variable takes a value of one if the target is a stand-alone company, not listed on any stock exchange and is zero for listed targets and unlisted subsidiaries. When an M&A deal involves an unlisted target, a seller’s consumption/liquidity needs are also likely to be important considerations. These sellers are likely to prefer cashgiven the illiquid and concentrated nature of their portfolio holdings and the often impending retirement of a controlling shareholder-manager. Likewise, corporations selling subsidiaries are often motivated by financial distress concerns or a desire torestructure toward their core competency. In either case, there is a strong preference for cash consideration to realize these financial or asset restructuring goals. A likely consequence is a greater use of cash in such deals, since bidders are frequently motivated to divest subsidiaries to finance new acquisitions or reduce their debt burden. As noted earlier, these two target ownership structures are also likely to elicit bidder corporate control concerns given their concentrated ownership. Thus, bidders are likely to prefer cash financing of such deals, especially as they become relatively large.T2. Cross-Industry Deals and Asymmetric InformationSeller reluctance to accept bidder stock as payment should rise as the asymmetric information problem worsens with greater uncertainty about bidder equity value and future earnings. This problem is also likely to be more serious for conglomerate mergers. In contrast, sellers are more apt to accept a continuing equity position in an intra–industry merger, where they are well acquainted with industry risks and prospects.T3. Cross-Border Deals, Local Exchange Listing and Home BiasIn cross border deals, selling stock to foreign investors can entail several problems. We are concerned with the possibility that investors have a home country bias in their portfolio decisions as documented in Coval and Moskowitz (1999), French and Poterba (1991) and Grinblatt and Keloharju(2001), among others. This can reflect a foreign stock’s g reater trading costs, lower liquidity, exposure to exchange risk and less timely, more limited access to firm information.T4. Bidder Investment OpportunitiesHigh growth bidders can make an attractive equityinvestment for selling shareholders. MKTTO-BOOK, defined as a market value of equity plus book value of debt over the sum of book value of equity plus book value of debt prior to the bid, measures a bidder’s investment in growth opportunities.We expect a higher market tobook ratio to increase a bidde r stock’s attractiveness as M&A consideration. High market to book is also correlated with high levels of tax deductible R&D expenditures, along with low current earnings and cash dividends. These firm attributes lower a bidder’s need for additional debt tax shield, making cash financing less attractive. These attributes are also attractive to high income bracket sellers due to their tax benefits. Jung, Kim and Stulz (1996) document a higher incidence of stock financing for higher market to book buyers.译文：并购支付方式在欧洲的选择在过去的十年，全球并购活动已显著增长,同时带来组织的重大改变和在世界各地的经济活动的控制。