并購及案例的分析全英文版

1、、About M&AMerger: combination of two or more corporations.Acquisition: the act of contracting or assuming or acquiring possession of something.Merger refers to an enterprise to take various forms for receiving the property rights of other enterprises, so that the merged party lost the qualifications

2、 of a legal person or legal entity economic behavior change.Acquisition refers to an enterprise can through the purchase of shares of listed companies and the companies operating decisions change behaviorIn my opinion, merger is one commercial company could totally control the other company. acquisi

3、tion is one commercial company own the other company.1、Case: TCL mergers ThomsonBackgr ound in formati on:1. TCL: TCL Group Co., Ltd. was founded in 1981, is one of theconsumer electronics business groups worldwide scale,forming a multi-media, telecommunications, home appliances,and parts of the fou

4、r industry groups, as well as real estate and investment business, logistics and services business group .2. Thomson: Thomson is Frances largest state-owned enterprises, is the worlds fourth-largest consumer electronics maker, has four main business direction: content and networking, consumer produc

5、ts, components, patent licensing.About case:TCL mergers ThomsonTETCL in vested3.149milli on euroshold 67% sharesThoms on in vested155.1 milli on euroshold 33% sharesprogress: July 29, 2004, TCL and Frances Thomson jointly funded 470 million euros, of which one hundred million eurosTCL3.149 investmen

6、t accounted for 67% of shares, Thomson invested 155.1 million euros held by 33% of the shares, the establishment of TCL- Thomson Electronics Limited, referred TTE company.Result:圖了:TCL集團的投入資本回報率26%更、10%-10% -T&%-20% 30%m1 20002001200320032(04：20052006By the end of 2004, the European business losses

7、only a fewhundred million yuan; by the end of 2005, a loss of 550 million yuan in Europe; the first half of 2006, TCL European business losses rose to 700 million yuan; and 2006 end of 9, TCL in Europe investment accumulated losses reached 203 million euros (about 2.034 billion yuan). TTE Europes ac

8、cumulated losses has exceeded 3.345 billion yuan, TCL Multimedia in the European business restructuring and contraction of the overall cost more than expectedCRT TVflat -panelTVBy the end of 2004, Europe leads the global TV market, quickly turned to flat-panel TV from CRT TV. European integration ha

9、s not been good company reacted too slowly, TCL is still a lot of factories around the CRT TV production. When the merger allows Thomson TCL promising more than 10,000 TV 3,4 patents, did not help that much, because they are basically traditional CRT TV. Until 2005, TCL flat-panel TVs began large-sc

10、ale supply of the market, this time, competitors have begun to cut prices, TCL from product development, supply chain management to the entire system is not adapted to this change. Flat-panel TVs will come to kill so quickly, so TCL- Thomson pace the whole mess.Problem:1. M&A too hastily that the in

11、ternationalization lack the necessary prudence.2. overestimate the economic benefits of the acquisition, ignoring market trends3. Too many brands, lack of competitive advantage. Undercapitalised cause operational difficulties4. Manage the drawbacks become cross-border M&A fuseFail Reason:1. The inte

12、gration of core technologies improper2. Overseas M&A trigger funding loophole3. Cultural differences in business managementSuggest:（一）、before M&A Conduct a comprehensive assessment ofprecautions1、under the height of strategy to choose the object2、analysis careful financial plan of the target enterpr

13、ises and own company.3、Assessment of both culture and values4、Formulate and improve the integration plan（二）、after M&A Conduct active integration1、Strategic Integration2、Financial Integration3、human resources Integration4、Cultural IntegrationConclusion:The average success rate of only 40% of mergers and acquisitions, the success rate of cross-border mergers and acquisi