Сборник коммуникативных заданий

2 курс

PART III Mergers & Acqusitions

Wordbuilding

Exercise 1.

Verb	Noun (what)	Noun (who)
	alliance
acquire		acquirer
	merger	-
take over
Bid		bidder
	competition
restrain		-
	monopoly	monopolist

Vocabulary Practice

Exercise 2.

Match the verbs with their proper definitions.

1. ally [ə’lai]	a) come into possession in exchange for money
2. acquire [ə’kwaiə]	b) to unite or be united in a relationship
3. buy	c) assume control or ownership of a company or corporation
4. purchase [‘pə: tʃis]	d) financially combine two companies so that only one of the companies survives as a legal entity
5. merge	e) buy something big or expensive for money or something of equal value
6. take over	f) to offer to buy or sell smth at a stated price
7. bid	g) to get as one's own: come into possession or control of by any means like purchase, investment etc.

Exercise 3

Complete the following sentences with the proper words from the exercise In some cases variants are possible.

(Use proper tense forms of the verbs and articles with the nouns where necessary)

1. After long negotiations the companies decided ……and to form a joint venture.

2. MNY started ………of all CHC assets.

3. They are going ………….the stocks of KP subsidiary, and then intend ……….. the management of the parent company.

4. The target company was against this aggressive……...

5. What do they …….stock for stock, or stock for cash? – They haven’t yet offered anything.

6. Do you know that these companies …….already and created a new corporation?

7. In the morning we received a ……. from BRD, and then it turned out that they …….. our shares enough to get the ……

8. Both companies were interested in ……… because it was the only way to meet the competition.

Exercise 4.

Match the words and phrases with their appropriate

1. merger of equals	a) a company that will be taken over
2. affect	b) make the position stronger
3. competitive	c) a deal or transaction with shares
4. efficient	d) continue to act
5. gain market share	e) business experience
6. survive	f) add something to a project
7. target company	g) a company that is taking over another company
8. acquiring company	h) exchange of shares without paying tax
9. strengthen the position	i) provide money for a project
10. meet the competition	j) exchange shares for shares
11. stock transaction	k) alliance ofequal parties
12. trade shares for shares	l) performing or functioning in a best possible manner
13. tax-free exchange of stock	m) stay on, continue to function; stay alive
14. contribute to a project	n) to cope with the competition pressure
15. fund a project	o) receive a part of market
16. expertise [˛ekspə:’ti:z]	p) able to compete
17. proceed.	q) influence smth

Exercise 5.

Decide if the following sentences are True (T) or False (F). Correct the false sentences.

1. A merger is an alliance of two companies that decide to proceed as one legal entity.

2. The top executives of either equal or different in size companies agree that they will benefit from a merger transaction.

3. Competition on the market makes companies merge.

4. But after the merger a new company cannot become more competitive and efficient, and can hardly survive.

5. Merged companies are able to gain a greater market share.

6. An acquisition of one company by another is the same as a merger.

7. The management of an acquiring company usually discuss the matter with the target company.

8. The reason or purpose of an acquisition is the intention to strengthen the market position in order to meet the competition.

9. An acquiring company purchases the assets of the target company only for cash.

10. In an acquisition a stock transaction is preferable as trading shares for shares is a tax-free exchange of stock.

11. Two companies can ally in order to contribute into one project. This is a takeover.

12. One of the companies provides money for the project and another has the expertise to fund this project.

13. In a joint venture both companies remain independent but work on the certain project.

Topic Development 1

M&A News

Exercise 6.

Look through the news. Mark news about mergers with M, acquisitions with A, and takeovers with T. Doing pre-reading task in АЯЮ стр. 128-129 give examples from the news below. Delivering the news make up proper sentences.

A brief guide to the EU merger, acquisition and takeover process (2012):

APPROVALS AND WITHDRAWALS

- Polish chemicals company Azoty Tarnow to merge with Polish fertiliser and chemicals producer Zaklady Azotowe Pulawy (approved Jan. 18)

NEW LISTINGS

- Private equity firm Clayton Dubilier & Rice to acquire British consumer goods retailer B&M (notified Jan. 16/deadline Feb. 20/simplified)

FIRST-STAGE REVIEWS BY DEADLINE

JAN 28

- Private investment firm Vitronet Investments, which is jointly controlled by German utility RWE and Luxembourg-based Aesop S.a.r.l, to acquire German information services provider Infinity (notified Dec. 12/deadline Jan. 28/simplified)

JAN 29

- Investment bank Goldman Sachs, TPG LundyCo L.P. and British bank Barclays to jointly acquire British hotel operator Kew Green (notified Dec. 13/deadline Jan. 29/simplified)

JAN 30

- Japanese car parts company Yazaki Europe to acquire sole control of car electrical distribution systems maker S-Y Systems Technologies Europe, which jointly controlled by Yazaki and Continental Automotive GmbH (notified Dec. 14/deadline Jan. 30/simplified)

FEB 5

- U.S. mail delivery company United Parcel Service Inc to acquire Dutch peer TNT Express (notified June 15/deadline extended for the fifth time to Feb. 5 from Jan. 15 after UPS offered commitments)

- German private equity group Droege International to take control of German technology company ALSO-Actebis (notified Dec. 21/deadline Feb. 5)

FEB 6

- Private equity firm Advent International to merge with U.S. specialty chemicals maker Cytec's coating resin business (notified Dec. 21/deadline Feb. 6)

- Japanese auto parts maker U-Shin merges with French car parts equipment maker Valeo's car lock unit (notified Dec. 21/deadline Feb. 6)

- German service company BayWa AG to acquire a 60 percent stake in German agricultural wholesaler and retailer Bohnhorst Agrarhandel (notified Dec. 21/deadline Feb. 6)

FEB 7

- Japanese conglomerate Mitsui & Co Ltd and Russian steel producer Severstal to acquire joint control of Russian steel product maker Severstal-SSC-Vsevolozhsk, which is now soley controlled by Severstal (notified Jan. 3/deadline Feb. 7/simplified)

- U.S. clothing firm PVH to acquire clothing company Warnaco (notified Jan. 3/deadline Feb. 7)

- French public financial group CDC to set up a joint venture with French computer firm Bull focused on cloud computing (notified Jan. 3/deadline Feb. 7/simplified)

- Japan's Mitsubishi Corporation and Mitsubishi Electric Corporation to acquire joint control of MELCO Elevator Vietnam Co. Ltd. (notified Jan. 3/deadline Feb. 7/simplified)

FEB 11

- French financial group PAI Partners to take control of French industrial supplier Industrial Parts Holding (IPH)(notified Jan. 7/deadline Feb. 11)

FEB 18

- Japanese camera maker Canon to acquire Belgian document recognition company Iris (notified Jan. 14/deadline Feb. 18)

FEB 27

- Ryanair to acquire Aer Lingus (notified July 24/deadline extended for the third time to Feb. 27 from Feb. 6 after Ryanair offered more commitments)

MAY 15

- U.S. communications company Syniverse Technologies to buy Luxembourg-based communications services company Mach (notified Nov. 16/deadline extended to May 5 from Dec. 21 after the EU Commission opens an in-depth investigation)

Topic Development 2

Exercise 7

Finish the sentences uses appropriate phrases from the list of possible merger effects stated below:

increase revenues and productivity; increase the market share; gain market power; set favourable prices; widen the range of products; expand geographically; initiate price fixing; quicken the competition; initiate culture clashes; reduce the staff; change the company structure; take on new staff; push out other similar products; create market concentration; restrain small businesses;

1. The merger of these two aircraft building corporations has been initiated by growing competition. The allied companies are going to ……………….

2. Seiko Epson is going to merge its subsidiary, and this merger will inevitably ……… …………

3. The situation on the restaurant market in this area has become dull. The merger of two fast-food chains can ……………………

4. LP Industries are not able to produce more products than the market demands, and their profits are not increasing. So, their merger with TOPS will …………………..

5. If in pre-merger talks the companies agree to set certain anticompetitive prices for their product or service, the companies will be said to …………………..

6. FFO, an Italy based interior design company, is acquiring a Spanish company. They want to ……………

7. Unfortunately the merger of this Japanese company and their Brazilian former partner can …………. The business cultures and traditions are rather different.

8. Elecs Co. and Flatron created a joint venture for the production of new high-tech goods. This project can …………………….

9. KOB (the number of employees is 245) is taking over RAFT (the number of employees is 116) The employees of RAFT worry that the new management will ……………..

10. Jasper Hotels Co. is taking over a number of small inns in the area. The hotel chain intends to …… ………

11. Two house appliances producers intend to merge. In this situation it’s possible that the merger will dominate on the market, and this factor creates ……………………….

12. These sports goods brands have become too expensive. We hope that after the merger the two producers will ………………..

13. The companies created a joint venture that will work out and implement the recreation zone project. They will definitely ………………….

14. If these two transportation companies merge, the smaller firms operating in the area will hardly survive. This means that the merger will possibly …………………..

15. The international merger of these producers of beauty cosmetics will satisfy the demand on the market but it can ……………………………..

Grammar

Subordinate Clauses of Contrast

Exercise 8

Match the two parts of the sentences:

1. The two merging aircraft building corporations gain more market power	a) it may initiate the push-out of similar products from the market.
2. Although the situation on the restaurant market in this area has become dull,	b) nobody was dismissed.
3. While the merger of LP Industries with TOPS will help both companies to increase productivity,	c) though the companies promised to set favourable prices after the merger.
4. Although in pre-merger talks the companies have agreed to set certain anticompetitive prices for their products,	d) but they can create market concentration
5. Though the employees of RAFT worried that after the takeover KOB would reduce the stuff,	e) their merger is definitely dominating on the market.
6. Jasper Hotels Co. is still going to take over a number of inns in the area	f) the merger of these two fast-food chains will hardly quicken the competition
7. These sports goods brands have become too expensive	g) though the lawyers say the process will restrain small business.
8. Although the two merged house appliances producers companies deny the fact of market monopolization,	h) they are definitely initiating a price fixing strategy.

Exercise 9

Make up sentences joining the option parts from the substitution table.

1. The target company managed to keep its position	though	the shareholders approved a Poison-Pill plan
2. The acquirer managed to take over the target	although	the management had taken all shark-repellent measures to avoid the takeover.
	but	the raiders had made an aggressive attempt to acquire the controlling interest in the stock.
		a White Knight had made a friendly takeover offer to the company.
		the management in its Golden Parachute strategy to set enormous payouts for the executives in case of removal.
		suddenly another tender offer was made to them from a stronger company.
		after the takeover the company made a substantial loss which proved that the whole deal had been a big mistake
		the predators had been threatening to buy all corporation stock
		the raiders were using greenmail tactics.

Competence skills

Exercise 10