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1 A cautious approach can be used when calculating what a company is worth.
2 Consider personnel issues so that you have sufficient resources to fulfill your objectives.
3 In order to know if you can make a return on your investment, assess how you can add to thecompany you are buying.
4 Providing sufficient support for staff during the acquisition process can have a favourable outcome.
5 Take into account your long-term requirements to ensure you have the resources you need.
6 Even after investing some effort in the acquisition, it may still be necessary to withdraw.
7 Terms initially negotiated can be changed after the acquisition.
Mergers and Acquisitions
As Finance Director of plastics manufacturer VKT, Yvonne Maynart has overseen many successful takeovers
A
It is essential to build up a team to handle the acquisition so that your existing business can continue uninterrupted during the deal. It also helps to operate with spare capacity so that you can transfer people during the initial stages. A key person should be driving the acquisition process forward, although one person alone cannot assume responsibility for a large deal. It is clearly vital to do thorough research when identifying potential targets - but do not be afraid to walk away from a deal if you become aware of serious difficulties with a company you are targeting.
B
To decide on the value of any target business, you must first determine what contribution your acquisition can make to it. For example, you may be able to increase revenue through a more focused management team, or improve margins through greater purchasing power and lower costs. At VKT, we base our valuations on conservative assumptions - we also add in the risk element. This approach may be best, and it's worth remembering that with listed companies, shareholders tend to have higher risk/reward expectations.
C
Developing relationships with finance providers is a key part of the finance director's role. It is important to draw up a good business plan to ensure backing from lenders in the early stages of the acquisition. Your loan application needs to be supported by detailed profit and cashflow projections. Make sure you factor in sufficient finance to let the business develop over time, and allow for reinvestment. Here at VKT, we usually finance acquisitions with bank debt in the form of a 364-day loan, which can then be refinanced at a lower interest rate later.
D
If an acquisition is large, it can take years for companies to integrate. At VICT, we monitor all acquisitions closely for at least two years, and the most important lesson I've learned is that a deal is only good if it is beneficial for both vendor and acquirer. Change causes confusion, so it needs to be handled carefully. In order to protect profits and grow the business, you need to minimise the impact of change and help the people affected feel comfortable about it. When this is done properly, it can really boost morale.
解析
這篇文章是關於收購的一些建議。一位專家針對收購可能出現的情況給出了自己的看法。A段是說要專門建立一個團隊來處理收購事宜，要有一個關鍵的人來推動收購的進行。同時還要對潛在的目標進行深入研究，如果發現了問題便及時抽身。B段是講要想評估目標收購企業的價值，首先得決定你的收購能為它做出什麼樣的貢獻。可以通過一個更加專注的管理團隊來提高收益，也可以通過提高購買力和降低成本來改進利潤。C段講的是要和資金提供方建立良好的關係，並談到了資金借貸方面的一些情況。D段是講收購進行後的一些影響。對於出現的相關變化，要妥善處理。處理的好的話會提高士氣。
第一題，當計算一個公司的價值時可以採用謹慎的方法。B段是和評估企業價值相關的內容，所以答案在B段中找。是原文的這麼一句：we base our valuations on conservative assumptions。我們的價值評估是建立在保守的假設基礎之上的。這裡的conservative對應於cautious，base our valuations也就是計算公司的價值。
第二題，考慮人員問題(personnel issues)使得你有足夠的資源來達成目標。A段是講收購中的人員問題的，但答案不是那麼明顯。主要是要理解A段開頭的兩句話：It is essential to build up a team to handle the acquisition so that your existing business can continue uninterrupted during the deal. It also helps to operate with spare capacity so that you can transfer people during the initial stages。有必要建立一個團隊來處理收購使得在交易期間現行的商業可以不間斷的繼續。它也幫助處理閒置生產能力於是你可以在初始階段轉移人員。說到底，這句話的意思就是要合理的安排人員，從而充分利用資源來實現目標。這題需要深入理解。
第三題，要想知道你能從投資上獲得多少回報，評估你能給購買的公司增加什麼。這一題答案很明顯，B段的第一句話：To decide on the value of any target business, you must first determine what contribution your acquisition can make to it.同樣的意思。
第四題，在收購過程中對員工提供足夠的支援可以產生良好的結果。這題答案也稍顯隱晦，答案是D段的後面幾句：help the people affected feel comfortable about it. When this is done properly, it can really boost morale.幫助受影響的人感覺到舒服一些。當這些被妥善處理了，可以真正提升士氣。
第五題，將長期的需要考慮在內以確保你得到所需要的資源。答案是C段的`這麼一句：Make sure you factor in sufficient finance to let the business develop over time, and allow for reinvestment.確保你將企業長時間發展所需要的充足的資金也納入在內，並且允許再投資。這裡的take into account對應於factor in，develop over time對應於long-time requirement。
第六題，即便是在對收購投入了大量的努力之後，也仍然可能有必要退出。答案是A段的最後一句：do not be afraid to walk away from a deal if you become aware of serious difficulties with a company you are targeting。如果你清楚了目標公司的嚴重困難，不要害怕從這樁交易上走開。這裡的walk away from對應於withdraw。
第七題，原本協商好的條款在收購後可以改變。答案也有些隱晦，是C段的最後一句：we usually finance acquisitions with bank debt in the form of a 364-day loan, which can then be refinanced at a lower interest rate later.我們通常使用364天銀行貸款利率來提供貸款，日後的再貸款可以用一個更低的利率。意思是一樣的，但是需要適當理解才能做答。
疑似生詞：
Spare capacity：When a business is operating at less than 100% capacity, it is said to have “spare capacity”。閒置生產能力。
Listed companies：a listed company is one whose shares may be bought and sold on a stock exchange.
上市公司。
e.g:Our shares are now listed and traded on the Toronto Stock Exchange.
Factor in:將….納入、列入重要因素。
Withdraw(這詞用法多，讓人混淆，把常用的列出來)：
1、to take money out of a bank account, etc
e.g: You can use the card to withdraw money from cashpoints all over the world.
2、to stop giving or offering sth to sb
e.g: The drug was withdrawn from sale after a number of people suffered serious side effects.
3、to stop taking part in an activity or being a member of an organization
e.g: There have been calls for Britain to withdraw from the EU.
4、to say that you no longer believe that sth you previously said is true
e.g: The newspaper withdrew the allegations the next day.
