高等学校英语拓展系列教程

1. 高等学校英语拓展系列教程 Business English Reading 商务英语阅读

2. Unit 10 Merger and Acquisition

3. Contents 1 1. Warm up 2. Term Study 3. Outline of The Texts 4. Discussion 5. More Information

4. Back 1. Warm up Growing profits, capturing technology and talent, and building market share quickly in an ultra-competitive environment—these market-driven opportunities drives the choice to acquire or merge.

5. Back 1. Warm up Warm-up questions Text A Text B

6. Back 1. Warm up Text A • Read the two pieces of news on Page 215 and answer the following questions: • Why is this a new way of foreign capital introduction? • Besides this, what other ways do we have in China to attract foreign capital?

7. Back 1. Warm up Text A • Read the two pieces of news on Page 216 and answer the following questions: • Is it very threatening for Chinese retailers living in this Post-WTO Era? • Do you have any ideas about the above ways? How can Chinese retailers grow quickly in a short period of time, and eventually become retail giants in China? Text A terms

8. Back 1. Warm up Text B • Getting pork from the farm to the table, what process is involved? • For the manufacturing of pork products, how come some manufacturers, and here Smithfield Foods, prefer to raise hogs themselves? Why don’t they buy hogs in the markets? Text B terms

9. Back 2. Term Study Terms Text A Text B

10. Back 2. Term Study (A) Leveraged Buyout (LBO) The acquisition of another company using a significant amount of borrowed money (bonds or loans) to meet the cost of acquisition. Often, the assets of the company being acquired are used as collateral for the loans in addition to the assets of the acquiring company. The purpose of leveraged buyouts is to allow companies to make large acquisitions without having to commit a lot of capital.

11. Back 2. Term Study (A) Leveraged Buyout (LBO) 杠杆收购： 杠杆收购又称举债收购或融资收购，是收购方以目标企业资产及未来收益作抵押，通过大规模的融资借款对目标企业进行收购。杠杆收购起源并风行于美国。

12. Back 2. Term Study (A) Net Income A company's total earnings (or profit). Net income is calculated by taking revenues and adjusting for the cost of doing business, depreciation, interest, taxes and other expenses. This number is found on a company's income statement and is an important measure of how profitable the company is over a period of time.

13. Back 2. Term Study (A) Net Income 净收益/净利润：是企业在某一会计期间缴纳所得税后的净经营成果，即将总营业额扣除所有的费用（包括税收）之后所得的数值，净利润是一项非常重要的经济指标。对于企业的投资者来说，净利润是获得投资回报大小的基本因素，对于企业管理者而言，净利润是进行经营管理决策的基础。同时，净利润也是评价企业的盈利能力、管理绩效以至偿还能力的一个基本工具，是一个反映和分析企业多方面情况的综合指标。 Text A outline

14. Back 2. Term Study (B) Mergers and Acquisitions A general term used to refer to the consolidation of companies. A merger is a combination of two companies to form a new company, while an acquisition is the purchase of one company by another in which no new company is formed.

15. Back 2. Term Study (B) Mergers and Acquisitions It refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity.

16. Back 2. Term Study (B) Mergers and Acquisitions 并购：是指一家或数家公司重新组合的手段和形式。《大不列颠百科全书》对兼并是这样解释的：兼并是指两家或更多的独立的企业、公司合并成一家企业，通常由一家占优势的公司吸收另一家或更多的公司。而收购是指一家公司用现金、股票或债券购买另一家公司的股票或资产以获得对该公司（或者称为目标公司）本身或其资产实际控制权的行为。

17. Back 2. Term Study (B) Vertical Integration 纵向整合：指为同一种制成品生产不同货品及服务的两家公司的合并。 Horizontal Integration 横向整合：指公司把业务扩展到同类的不同产品。 Diversification 生产经营多样化/分散化战略经营：在现有的产品和市场之外，开创或购买其他业务。

18. Back 2. Term Study (B) Fiscal Year 财政年度：一家公司使用的任何12个月时期或政府用于税务计算的12个月时期。 Marketing Company 营销公司：相对于生产经营公司(Manufacturing Company)而言，指经营的重心从生产转为营销。

19. Back 2. Term Study (B) Umbrella Brands (Family Brands) An umbrella brand is an overarching brand used across multiple related products. By umbrella branding multiple products can be efficiently promoted with a single advertisement or campaign. Umbrella branding facilitates new product introductions by evoking a familiar brand name, which can lead to trial purchase, product acceptance, or other advantages.

20. Back 2. Term Study (B) Umbrella Brands (Family Brands) Umbrella branding may impose on the brand owner a greater burden to maintain consistent quality. If the quality of one product in the brand family is compromised, it could impact on the reputation of all the others. For this reason umbrella branding is generally limited to product lines that consist of products of similar quality.

21. Back 2. Term Study (B) Umbrella Brands (Family Brands) 伞形品牌/家族品牌：一种典型的品牌结构，指多种产品共同使用一个品牌。常见的有两个层面的家族品牌：产品层面的和企业层面的。产品层面的家族品牌是指有关联的系列产品使用同一品牌。企业层面的家族品牌，通常又叫大族群品牌、企业硬背书品牌，相对地，被家族品牌率领的品牌叫做个体品牌(Individual Brands)。 Text B outline

22. Back 3. Outline of The Texts Outline Text A Text B

23. Back 3. Outline of The Texts Text A: The Procter-Gillette merger • Strategic advantages of the merger: • Creating a consumer-products powerhouse combing some of the world’s best-known brands • Strengthening their bargaining position with the likes of Wal-Mart and Aldi in Europe • Combining two companies in similar markets requiring complementary skills (Procter marketing to women and Gillette marketing to men)

24. Back 3. Outline of The Texts Text A: The Procter-Gillette merger • Strategic advantages of the merger: • Both seeing untapped potential in each other and great opportunity abroad • Having more power in the negotiations with media companies • Tapping the distribution network lifting Gillette’s worldwide sales at little added cost to the combined business

25. Back 3. Outline of The Texts Text A: The Procter-Gillette merger • Strategic advantages of the merger: • Identifying $14 billion to $16 billion in annual benefits from the merger • Leading to about 6,000 job cuts or about 4 percent of the work force • Making the acquisition a 60 percent stock and 40 percent cash deal Text A discussion

26. Back 3. Outline of The Texts Text B: New Path for Pork Giant • Why does Smithfield Foods seek new path? • The traditional growth strategy of acquisitions and vertical integration is assailed. Commitment to three principles: Food safety Environmental safety Worker safety • New strategies developed: • Strengthening environmental programs • Diversifying into beef processing • Turning its sights overseas • Expanding into more products, etc. Text B discussion

27. Back 4. Discussion Outline Text A Text B

28. Back 4. Discussion Text A • How can retailers develop long-term Branding Strategies? Through M&A? • What do you think of merger and acquisition in China’s retail industry? • What do you think of Chinese retailers’ opportunities as well as challenges in the Post-WTO Era? More information

29. Back 4. Discussion Text B • Do you agree on the following statements or claims? • I make a vertical integration because I want to take the control over my sector. • I make a horizontal integration because I want to get a complementary activity. More information

30. Back 5. More Information Distinction between mergers and acquisitions • When one company takes over another and clearly establishes itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer "swallows" the business and the buyer's stock continues to be traded.

31. Back 5. More Information Distinction between mergers and acquisitions • In the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals". Both companies' stocks are surrendered and new company stock is issued in its place.

32. Back Back 5. More Information Distinction between mergers and acquisitions • In practice, however, actual mergers of equals don't happen very often. Usually, one company will buy another and simply allow the acquired firm to proclaim that the action is a merger of equals, even if it is technically an acquisition. • A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies.

33. Back 5. More Information Distinction between mergers and acquisitions • Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced. • In other words, the real difference lies in how the purchase is communicated to and received by the target company's board of directors, employees and shareholders.

34. Back 5. More Information Motives behind mergers and acquisitions • Economy of scale • Increased revenue or market share • Cross-selling • Taxation • Geographical or other diversification: • Resource transfer • Vertical integration

35. Thank You !