Английский язык. Практический курс для решения бизнес-задач
Шрифт:
collaborative a – на основе сотрудничества, совместный
19. strike n – забастовка; исполнение (опциона)
20. organic growth – органический рост
21. derivative n – созданный на базе чего-то, производный (в т. ч. финансовый инструмент)
derivative a – производный
22. optional a – не обязательный, по выбору
23. assembly plant –
24. premium price – цена с премией
Exercise 1. Answer the following questions.
1. What are the prospects and the estimated growth rates of the global car industry? 2. How was the process of consolidation in the car industry developing? 3. What is the relationship between the number of brands a carmaker possesses and its profitability? 4. What are the two biggest recent consolidation deals in the car industry and what were their respective outcomes? 5. Why has the takeover activity ended recently? 6. What are the problems that GM currently faces? 7. Has Volkswagen’s acquisition strategy paid off so far? 8. What is the secret of Toyota’s success? 9. What is the current winning strategy in the car business?
Exercise 2*. Find 15 verbs in the text that describe the process of improvement and modernization and make sentences of your own using them.
Exercise 3*. Match the definitions of takeover terms with the terms given below and tell a story of a real or invented takeover using as many of them as you can.
1. a takeover company’s best and most profitable division, which it may sell to discourage the raider
2. a provision in the employment contract of top-level managers that provides for severance pay or other compensation should the manager lose his or her job as the result of a takeover
3. a company «pays off» a potential acquirer to persuade him to leave the company alone. It pays him a premium to buy back the stock he purchased
4. firms or individuals that are employed by a target company to fend off a takeover bid; these include investment bankers, accountants, attorneys, tax specialists, etc. They aid by utilizing various anti-takeover strategies, thereby making the target company economically unattractive and acquisition more costly
5. anti-takeover strategy used by target firms whereby the target firm issues a charter that prevents individuals with more than 10% ownership of convertible securities from converting these securities into voting stock
6. the target company toward which a takeover attempt is directed
7. tactic in corporate finance used to counter a takeover or merger bidder who has made a formal bid to shareholders to buy their shares. When the board of directors of the target company meets to consider the bid, they «just say no».
8. a defense tactic used by the takeover target firm. The company goes after the raider firm and tries to take it over to prevent being taken over.
9. an illegal activity in which an investor or group of investors holds securities in its name until the raider needs them. The raider used this tactic secretly to gain a large enough stake in a firm. This allows him to «sneak up on» the takeover target; the target has little time to plan a defense.
10. a provision set up by the target company that forces the cost of a hostile acquisition to increase dramatically. The aim is to make it too expensive for the raider to acquire the firm.
11. the person or company attempting the takeover of another company
12. provision under which a target company will acquire a troublesome firm in order to raise the acquisition price and make acquisition by other parties economically unattractive
13. when a target firm implements this strategy, it will make an effort to make it unattractive to the hostile bidder. For example, a company may agree to liquidate or destroy all valuable assets, or schedule debt repayment to be due immediately following a hostile takeover
14. anti-takeover corporate charter amendments
15. a raider who sells off some of the assets of the target company once the target is acquired
16. any technique used by a target firm in which takeover protection could result in self-destruction
17. a company that is friendly to the takeover target. It intercedes to offer better terms or a better price
Takeover Terms:
Shark Repellents. Poison Pill. Stripper. White Knight. Crown Jewel. Suicide Pill. Lobster Trap. Golden Parachute. Scorched Earth Defense. Greenmail. Killer Bees. Maiden. Pac Man. Raider. Parking. Safe Harbor. Nancy Reagan Defense.
Exercise 4*. Fill in the blanks using terms given below.
Mergers and Acquisitions
The term M&A refers to the aspect of……. strategy and management dealing with the merging and acquiring of different companies. Usually mergers occur in a friendly setting where executives from the respective companies participate in a…… process to ensure a successful combination of all parts. Historically, though, mergers have often failed to add significantly to………
Financing M&A
Technically, what differentiates a merger from an acquisition is how it is financed:
Merger
A
Acquisition
An acquisition (of un-equals, one large buying one small) can involve a cash and…….. combination, or just cash, or a combination of cash and stock of the…… entity, or just stock. In addition, the acquisition can take the form of a purchase of the stock or other…….. of the target entity, or the acquisition of its assets.
High-yield
In some cases, a company may acquire another company by issuing…….. debt to raise funds (often referred to as a……). The reason the debt carries a high yield is the……. involved. The owner can not or does not want to risk his own money in the deal, but…….. are willing to finance the deal for a high……. The combined company will be the……..of the high-yield debt and it will be on its balance sheet. This may result in the combined company having a low……… to loan capital ratio.