商務(wù)英語企業(yè)兼并收購案例分析.ppt

1、Acquisition,Prepared by 謝怡敏 沈婧 高彤 沈秋,Definition,A company,piece of land,ect.bought by sb,especially another company;the act of buying it:They have made acqusitions in several European countries,Hostile Takeovers,A takeover in which the target has no desire to be acquired and actively rebuffs the acq

2、uirer and refuses to provide any confidential information. The acquirer usually has already accumulated an interest in the target (20% of the outstanding shares) and this preemptive investment indicates the strength of resolve of the acquirer,Friendly Acquisition,The acquisition of a target company

3、that is willing to be taken over. Usually, the target will accommodate overtures and provide access to confidential information to facilitate the scoping and due diligence processes,Kraft and Cadbury,單擊此處添加標題文字,NetEase January 20: with 186-year history, the British confectionery brand Cadbury yester

4、day announced the acceptance that Kraft Foods (Kraft) purchased Cadbury with the improved price of 117 million pounds ($ 19 billion) and defended for their decision of selling Cadbury to this American group, saying that it is the cost of globalization,Kraft Foods,Kraft , who produces coffee, candy,

5、dairy products, is now the worlds second-largest food company. In 1982 and 1984, it entered into Taiwan and China mainland market,Now its China mainland headquarter (總部) is in Shanghai. It owns many well-known food brands, including peace, Oreo, lots of interest, fun, Trakinas, Tang, Maxwell House,

6、Singles, Philip, Toberone, Planters, delicious, Kraft Miracle Whip, and the European Bismarck,Cadbury,Cadbury Birmingham, a veteran(資格老的) British candy manufacturer founded in 1824, was ever the worlds second largest confectionery company with a total of 2500 types of products and an annual turnover

7、(營業(yè)額) over 1 billion in the UK . After the merger of a drink company Schweppes(玉泉) in 1969 , the company named Cadbury,Why there was such a case,1,What it brought out to both companies,2,What implications for other organizations,3,The motivation of this acquisition,To get an economy scale When Kraft

8、 and Cadbury join their hands, it helps to expand the scale of production and sales to reduce the cost. They both want to increase the revenue by integrating the distribution system and developing new products. To promote the market competitiveness and dominant force For Kraft, this acquisition is a

9、 way of the least input, largest gains and fastest effective. Kraft neednt to make many efforts to build famous brand, weave sales network. All these will be made after the acquisition,To reduce the risks of Krafts asset management For the acquisition enterprises, hybrid mergers can achieve diversif

10、ication, so that it can disperse(分散) the management risks. To avoid bankruptcyFor Cadbury, to join Kraft is beneficial to its business development. It helps reduce the risks to avoid its bankruptcy,benefits,problems,influence,1,2,3,Cadbury can learn Krafts marketing experience in developing countrie

11、s continue to expand their candy kingdom,Enhance Krafts strength in newly-born market,Help Kraft step into the candy market to seize the higher ground,1,2,3,The employees are faced with the redundancy,May lead to contradiction (抵觸) among the employees,Faced with the problem of personnel restructurin

12、g,It is not the strongest of the species that survive, but the one most responsive to change: Only with a sense of change, can the enterprises survive in the competition. The companies need proper management. Properly regard the acquisition and catch every possible chance for development,Implication

13、s,Kraft will make their own food a giant to become even more powerful on its road,Kraft: at all costs,For The Kraft, once successful, its global position will surpass the Nescafe, becoming the worlds biggest food company with a total revenue over $50 billion. In addition, this acquisition will also

14、successfully help Kraft make for its absence in the candy market,unsuccessful case,Microsoft renews Yahoo drive,Steve Ballmer, Microsofts chief executive officer, has increased the pressure on Yahoo to hand over control of its search business to his software company.Speaking in an interview with the

15、 Financial Times, Mr Ballmer set the stage for a new showdown nearly a year after Microsofts first aborted attempt at a full takeover.However, he ruled out a full acquisition, despite a collapse in Yahoos share price that has pushed its market value down to $17bn, less than 40 per cent of the amount

16、 that Microsoft offered to pay in a mixture of cash and stock last year.The best time for a landmark search pact between the companies was during the current management transition at both companies, Mr Ballmer said. 為讓雅虎(Yahoo)將搜索業(yè)務(wù)出售給微軟(Microsoft)，微軟首席執(zhí)行官史蒂夫鮑爾默(Steve Ballmer)增加了對雅虎施加的壓力。在接受英國金融時報采訪

17、時，鮑爾默為新一輪的攤牌談判做好了準備，這距離微軟首次全面收購雅虎的努力失敗已有近一年的時間了。不過，鮑爾默排除了全面收購的可能，雖然雅虎股價暴跌已導致其市值縮水至170億美元，還不到微軟去年現(xiàn)金加股票收購報價的40%。鮑爾默表示，當前兩家公司都處于管理層人事變動的過渡期，這是雙方合并搜索業(yè)務(wù)、達成這項里程碑式交易的最佳時期,We now have someone in place running our online business, and Yahoos out looking for a CEO.“If a search deal is to be made, its probably

18、 to be made in the interim period for new leaders in both places.”Microsoft hired Qi Lu, Yahoos former search chief, late last year to head its online operations, a move that was seen as a way to smooth any potential deal between the companies.Yahoo refused to comment.However, following the harsh cr

19、iticism he received from shareholders over his failure to agree to a Microsoft acquisition, Jerry Yang, Yahoos outgoing CEO, has said the internet company would be open to any new discussions about a deal.Yahoo has been searching for a replacement for Mr Yang since November and is believed to be clo

20、sing in on a candidate. “現(xiàn)在我們運營在線業(yè)務(wù)的負責人已經(jīng)到任，而雅虎正在尋找首席執(zhí)行官的人選?！?“如果我們計劃就搜索業(yè)務(wù)達成交易的話，大概會在兩家公司的新領(lǐng)導人到任前的過渡時期完成?！比ツ昴甑?，微軟聘用雅虎前搜索業(yè)務(wù)主管陸奇出任互聯(lián)網(wǎng)業(yè)務(wù)主管。這被視作微軟為保證兩家公司間任何可能達成交易的順利完成而采取的行動。雅虎拒絕置評。不過，在楊致遠(Jerry Yang)由于未接受微軟收購要約而遭到股東嚴厲批評之后，這位即將離職的雅虎首席執(zhí)行官曾表示，雅虎公司將對任何有關(guān)收購交易的新談判敞開大門。自去年11月以來，雅虎一直在尋找替代楊致遠的人選，并據(jù)信已逐漸鎖定一位候選人,失

21、敗原因,從2月1日提出收購方案到第一次拒絕微軟，雅虎的股價持續(xù)走高，而微軟的股價下滑，這表現(xiàn)出市場對這一并購成功的看好。但是隨著雅虎一直對微軟收購方案反應(yīng)冷淡，加上和谷歌等的合作方案等傳聞，使得雅虎的股東不再表現(xiàn)得那么有信心。當雅虎于5月4日再次拒絕已經(jīng)提價的收購方案后，雅虎股價在一周內(nèi)縮水20%。僅從并購始末來看，雅虎一向認為微軟出價過低，但是本質(zhì)上看，微軟在2月1日的出價已經(jīng)對其股價溢價62%。 另一方面來說，微軟5月3日提價至每股33美元左右，雅虎董事會第二日再次拒絕也遭致了一些雅虎股東的不滿。且不論其他多方的攪局，可以說雅虎董事會一向強硬的態(tài)度是造成這個并購方案無法實施的原因所在。 1994年，楊致遠和David Filo在學校宿舍創(chuàng)辦了Yahoo，通過雅虎目錄為用戶提供導航