Mergers+&+Acquisitions及答案解析.doc

1、Mergers+Acquisitions及答案解析(总分：86.00，做题时间：90 分钟)一、BPart Reading(总题数：1，分数：18.00)BText A/BBBackground Information/BMergers and Acquisitions (abbreviated M in some cases, terming the combination a “merger“ rather than an acquisition is done purely for political or marketing reasons.An acquisition, also k

2、nown as a takeover or a buyout, is the buying of one company (the “target“ )by another. An acquisition may be friendly or hostile. In the former case, the companies cooperate in negotiations; in the latter case, the takeover target is unwilling to be bought or the targets board has no prior knowledg

3、e of the offer. Acquisition usually refers to a purchase of a smaller firm by a larger one. Sometimes, however, a smaller firm will acquire management control of a larger or longer established company and keep its name for the combined entity. The acquisition process is very complex, with many dimen

4、sions influencing its outcome.The differences between mergers and acquisitions relate mainly to. the relative size of the individual companies in the business combination; ownership of the combined business; management control of the combined business.BCoke Bid for Juice Maker Turns Sour/BThe govern

5、ment rejected Coca-Colas plan to acquire beverage maker China Huiyuan Juice Group Ltd for 2.4 billion on Wednesday, citing the countrys anti-monopoly law.The acquisition by Coca-Cola, announced last September, would have been the largest ever buyout of a Chinese company by a foreign rival.The planne

6、d takeover violates the provisions of the Anti-Monopoly Law, the Ministry of Commerce (MOC) said in a statement, adding that it would have restricted competition and harmed the domestic juice industry.“If the acquisition went into effect, Coca-Cola was very likely to reach a dominant position in the

7、 domestic market and consumers may have had to accept a higher price fixed by the company as they would not have much choice,“ the statement said.The MOC launched an anti-trust investigation on Nov 11 to determine whether the acquisition would harm other rivals, consumer rights or technological inno

8、vation.The bid was the first major deal to test the Anti-Monopoly Law, which took effect on Aug 1 last year. If passed, the deal would have been Coca-Colas largest overseas acquisition and the company would have been able to expand its dominant position in the carbonated drinks market to the juice m

9、arket.The ministry said that Coca-Cola and Huiyuan are major brands in the juice market, and therefore, the combination would have restricted competition in the industry and made it more difficult for other players to enter the sector.The ministry said the deal would also have squeezed development s

10、pace for other small- and medium-sized enterprises, and is not good for the development of the countrys juice industry.Huiyuan said yesterday that it respects the decision made by the ministry, and production would continue as normal. The companys share dived 19.24 percent to HK8.30 yesterday before

11、 trading was suspended shortly after the market opened in the morning.Muhtar Kent, president and chief executive officer of Coca-Cola, said: “We are disappointed, but we also respect the MOC decision.“He said the company had put a tremendous effort into providing all the relevant materials to the MO

12、C to ensure that they had all the information available and understood the transaction.“We were looking forward to working with the excellent Huiyuan team to stimulate new growth for the Huiyuan brand.“He said the company will now focus all of its energies and expertise on growing existing brands an

13、d continuing to innovate with new brands, including in the juice segment.Huang Wei, beverage analyst at China Jianyin Investment Securities, said: “The ministrys decision is not surprising. But its not good for Huiyuan, whose market share will probably shrink as international players such as Coca-Co

14、la invest more in the juice market.“Coca-Colas offer to buy the Hong-Kong listed company was seen as a major strategic move to tap Chinas fast growing juice market.While the worlds largest soft drink manufacturer dominates the carbonate market in China, its share in the juice market is relatively sm

15、all.On the other hand, Huiyuan is the largest juice beverage maker in China, with over 45 percent of the pure juice market in the country. It also controls more than a tenth of the Chinese fruit and vegetable juice market that grew 15 percent last year to 2 billion. Coca-Cola has a 9.7 percent marke

16、t share and dominates in diluted juices.China is Coca-Colas fourth-largest market and a key battleground with rival Pepsi Co. Inc.Huiyuans founders and major shareholders had endorsed the sale as a way for the company to improve product development and marketing.An MOC official said Coca-Cola had tr

17、ied to address the negative effects on competition after it sought government approval for the deal in November, but its efforts did not meet the requirements of regulations.“It is only an isolated case, and it does not suggest any change in Chinas policy on foreign investors,“ the official said.The

18、 MOC said it has investigated 29 proposed acquisitions under the anti-monopoly law since August and approved 24. BExercises/B（分数：18.00）(1). Match the word with the appropriate meaning.（分数：1.00）填空项 1:_(2).buyout（分数：1.00）填空项 1:_(3).enterprise（分数：1.00）填空项 1:_(4).go into effect（分数：1.00）填空项 1:_(5).transa

19、ction（分数：1.00）填空项 1:_(6).suspend（分数：1.00）填空项 1:_(7).shrink（分数：1.00）填空项 1:_(8). True or False.The government refused Coca-Colas plan to acquire beverage maker China Huiyuan Juice Group Ltd.（分数：1.00）A.正确B.错误(9).The planned takeover doesnt violate the provisions of the Anti-Monopoly Law, the ministry o

20、f Commerce (MOC).（分数：1.00）A.正确B.错误(10).Coca-Colas dominant position is in the carbonated drinks.（分数：1.00）A.正确B.错误(11).The ministrys decision is good for Huiyuans development in the juice market.（分数：1.00）A.正确B.错误(12).The Case of Coca-Cola and Huiyuan suggests the trend/change of Chinas policy on fore

21、ign investors.（分数：1.00）A.正确B.错误(13). Multiple Choices.Which of the following is true according to the passage?（分数：1.00）A.The acquisition by Coca-Cola would have been the best buyout of a Chinese company.B.The acquisition by Huiyuan would have been the largest buyout of a Chinese company.C.The acquis

22、ition by Coca-Cola would have been the largest buyout of a Chinese company.D.The acquisition by Coca-Cola is the largest buyout of a Chinese company.(14).Why did the MOC launch an anti-trust investigation on the acquisition by Coca-Cola?（分数：1.00）A.Because Coca-Cola is a foreign company.B.Because the

23、 acquisition violates the Anti-Monopoly Law.C.Because consumers are against the acquisition.D.Because Coca-Cola is not good at producing juice.(15).Which of the following is not true according to the passage?（分数：1.00）A.The acquisition would have limited competition in the industry.B.The deal would h

24、ave squeezed development space for other enterprises.C.The transaction is not good for the development of the countrys juice industry.D.The acquisition mainly helps improve Coca-Colas dominant position in the carbonated drinks.(16).Muhtar Kent, president and CEO of Coca-Cola said they are _.（分数：1.00

25、）A.glad and also respect the MOC decisionB.sad and also respect the MOC decisionC.frustrated, but they also respect the MOC decisionD.angry, but they also respect the MOC decision(17).From this case, we can deduce Chinas policy on foreign investors is _.（分数：1.00）A.closedB.openC.cautiousD.inimical(18

26、). Answer the questions. Can you introduce some other acquisition or merger Case? 19. What is Coca-Cola going to do next? 20. Coke fails to take over Huiyuan. If they succeeded, what would happen in the juice market?（分数：1.00）填空项 1:_二、BText B/B(总题数：1，分数：28.00)BBackground Information/BAll businesses a

27、re affected by their immediate environment. Many factors influence them, for example, the location of the business premises, availability of labor, labor costs, and availability of raw materials and so on. Among them, location is particularly important for businesses, which allows the businesses to

28、situate themselves somewhere where they can be noticed by their target audience.BHow to Start a Business/BStarting up: picking an ideal locationTo michael mahle, picking the right location for his newly opened artisanal cheese shop, Bondgard, ranks up there with creating an air-tight business plan a

29、nd landing seed funding. In fact, its so important that he spent over a year debating about where to set up shop.Since Mahle lives in the New York City area, numerous avenues were open to him. However, after canvassing business-brokerage web sites and analyzing the demographics of various towns, he

30、finally settled on his hometown of Allendale, an affluent community in Northern New Jersey. “I needed an area where the population would accept a cheese shop,“ says Mahle, “and this place was perfect.“ Allendales residents, he says, “tend to be more worldly and willing to pay a premium for quality.“

31、Even though Mahle chose to park his business in a familiar setting, hes certain that the time he spent gathering information will pay dividends as he develops marketing campaigns and considers branching out to other locations in the future.To be sure, its optimal for a business owner to have a first

32、hand knowledge about a location, as it lowers the chance of setting up shop in an unexpectedly bad spot. However, even if you live down the street, there are a number of factors to consider before signing a multiyear lease. Here are a few.Knowing your customersMichael Mahle chose to locate his chees

33、e shop, Bondgard, in Allendale, N.J., for its well-traveled, cheese-loving residents.Your first task is to figure out who your customers will be, suggests Dorothy Finell, author of “The Specialty Shop,“ a book about creating a profitable retail business. Think about who your products or services app

34、eal to.women? parents of small children? golf enthusiasts? Consider ages, too, says Finell, who adds that knowing specifically who youre targeting can help you both pinpoint the best locations and weed out the bad ones. “You cant even plunk the best of businesses in an area thats not conducive to th

35、e clientele that youre looking for,“ she says. “Thats business suicide.“If you have an area in mind, make sure the areas demographics chime with your intended customer. You can usually research an areas average cost of living and median home income at local chambers of commerce, city hall or just by

36、 asking existing business owners. Check out demographic web sites such as ePodunk and ZIPskinny. Additionally, Yahoos and AOLs real estate sites offer demographic information as well.Timing is everythingOnce you figure out whom to reach, Martin Lehman, a counselor in New York for SCORE, an affiliate

37、 of the Small Business Administration, recommends thinking about how and, more importantly, when your potential customer might consume your products or services. For instance, a prospective deli owner might prize a spot near an office park, while a restaurateur specializing in brunch would likely pr

38、efer a more residential setting.Speaking from experience, Lehman cautions that areas that appear busy with pedestrian traffic might be deceptive. As a former owner of several womens apparel stores, Lehman once set .up shop near a number of hot lunchtime restaurants, showcasing clothing in his stores

39、 big windows. However, he soon found that the crowds that came to the area only wanted sandwiches-and when they left, foot traffic was scarce. “I could have put a rack outside with a dollar bill hanging on it, and it would still be there,“ he says.But proximity is paramountProximity to complementary

40、 or similar businesses is also a huge determinate of success for many types of businesses, says Finell. For example, she says, “you dont want a tattoo parlor next to an antique shop.“ Instead, look for like-minded businesses. For instance, she says, “the type of person who would be shopping for anti

41、ques might also be interested in a linen shop.“ Or, she says, some businesses thrive when theyre surrounded by competitors, which tend to share the same target audience. A fast-food franchise, for example, might consider locating near other fast-food businesses.Additionally, for small businesses tha

42、t rely heavily on foot traffic “being near a bus line, a subway line or parking is usually an absolute must,“ says Finell. Customers of these businesses (say, a retail shop or gift store)often make impulse-driven purchases-so location is more important than marketing, she says.Customers who have con

43、venience in mind also want to be able to enter and exit an establishment with ease, especially if theyre driving, says Jon Schallert, a marketing and business location consultant in Longmont, Colo. For example, he says, being located on an extremely busy street wont help unless the turns in and out

44、are easy and parking is available.The search beginsAfter you have a better idea of what youre looking for, start your search. Mahle from Bondgard used business-broker web sites Vested Business Brokers and BusinessesforS to search for potential store locations, although he ultimately landed his curre

45、nt location after spotting a for-rent sign in the window. Researching a location this way can help you get to know an area and learn about comparable prices that similar businesses pay, which can help you negotiate rent with landlords.Business brokers can be helpful to use, as they generally provide

46、 demographic information and possibly the history-of a certain location, according to Schallert. For instance, if youre planning on opening a bookstore, and the previous tenant also ran a bookstore, youll want to know that, he says. After all, if the location didnt work for another business, it migh

47、t not work for you. BExercises/B（分数：28.00）(1).Match the word with the appropriate meaning.A. particular place or area（分数：1.00）填空项 1:_(2).dividend（分数：1.00）填空项 1:_(3).spot（分数：1.00）填空项 1:_(4).lease（分数：1.00）填空项 1:_(5).weed out（分数：1.00）填空项 1:_(6).counselor（分数：1.00）填空项 1:_(7).like-minded（分数：1.00）填空项 1:_(8

48、). True or False.Its not important for Michael Mahle to debate where to set up shop.（分数：1.00）A.正确B.错误(9).Allendales residents tend to be more practical and willing to pay a premium for quality.（分数：1.00）A.正确B.错误(10).To be sure, its optimal for a business owner to have a firsthand knowledge about a location.（分数：1.00）A.正确B.错误(11).Areas that appear busy with pedestrian traffic might always be good for stores.（分数：1.00）A.正确B.错误(12).The type of person who would be shopping for antiques might