MERGERS AND ACQUISITIONS外文翻译.docVIP

外文 原文 MERGERS AND ACQUISITIONS Material Source: Quantitative Corporate Finance [M]. New York, N.Y.: Springer, c2007. Author: John B. Guerard , Jr. and Eli Schwartz. As an effective means of resource allocation, Merger Acquisition plays a very important role in the process of enterprises’ growth . It can rapidly enlarge the enterprises’ scales and improve their core competence, as well as their market share through this way of external growth. Listed companies are the most active ones among those enterprises who involved in MA. A company can grow by taking over the assets or facilities of another firm .The various methods by which one firm obtains or “marries into” the business, assets, or facilities of another company are mergers, combinations, or acquisitions.1 These terms are not used rigidly. In general, however, a merger signifies that one firm obtains another by issuing its stock in exchange for the shares belonging to owners of the acquired firm, or buys another firm with cash. Company X gives some of its shares to Company Y shareholders for the outstanding Y stock. When the transaction is complete, Company X owns Company Y because it has all (or almost all) of, the Y stock. Company Y’s former stockholders are now stockholders in Company X. In a combination, a new corporation is formed from two or more companies who wish to combine. The shares of the new company are exchanged for those of the original companies. The difference between a combination and a merger lies more in legal distinctions than in any discernible differences in the economic or financial result. In practice, the terms merger or combination are often used interchangeably. An acquisition usually refers to a transaction in which one firm buys the major assets or the controlling shares of another company. On occasion, one corporation has purchased another corporation’s subsidiaries. An acquisition differs from a merger in that generally (but not always) cash is used rather than an ex