Key words: acquisition, to impose, restriction, pros and cons, shares, anti-monopoly laws.
1. Before you read, answer the questions:
1) When a company acquires or merges with another company, what changes happen? Is it better for a company to expand by acquisition or by internal growth? What do you think?
2) Some countries introduce regulations in order to protect their domestic industries from foreign competition or rivals. What are some of the pros and cons of such protectionist practices?
3) What are the advantages of developing an in-house resource for managing acquisitions?
Reading task.
2. Read the article below and do the exercises that follow.
Caveat emptor: a rule for the new deal
Enough time has passed since the great merger wave of the late 1990s for us to reflect on its lessons. But we do not have long to contemplate 5 them, for acquisition momentum is growing again.
Yet success still eludes most mega-acquirers. Evidence suggests that the majority of acquisitions do not benefit shareholders in the long term. Valuations tend to be excessively high and targets impossible to achieve. Add to that the vast amounts of management time required by acquisitions and it is clear most acquirers would have been better off channelling their efforts into growth from within.
Imagine bringing together two organisations that ostensibly mirror each other in size and function: two finance, marketing and research and development departments, two sets of manufacturing or retail sites, differing information technology and international operations. Add to that the extra complexity of different countries, cultures, time zones and languages, and it becomes easier to see why most acquisitions fail.
Yet some succeed. Corporate acquirers can achieve their cost saving and synergy objectives even across different countries and cultures. In the earlier wave, most successful mega-acquirers used external consultants to assist with implementation. But now, increasingly, acquirers are bringing the implementation process in-house, hiring former consultants, among others, and building their own expertise in acquisition.
But why create a significant internal resource for something that happens only occasionally? In the long term, it may cost less than hiring consultants, who can charge up to £15m a month. It also offers companies greater control over the process. Over time, a companys internal merger and acquisition (M & A) skills may become so well-honed that they become much more likely to make future deals succeed.
Less expensively, managers can develop an in-house acquisition methodology. Such a methodology is a set of guidelines and documented processes created by managers, representing the companys collective knowledge and experience about mergers and acquisitions. An in-house methodology can also aid pre-acquisition processes by setting out guidelines for planning, checklists and a database of key individuals with specialist acquisition expertise. Such guidelines can also help when selecting and managing consultants, and ensures they operate within the company parameters without duplicating work.
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Some might argue that creating this kind of in-house methodology for acquisitions is more expensive and time-consuming than it sounds. Yet the cost of getting deals wrong is growing ever higher. As M & A returns to the corporate agenda, it is high time companies took control of the processes that determine their, future success or failure.
3. Complete the following table, based on the article.
a) working with people in different languages
b) using specialist external consultants
c) there is a long-term benefit for shareholders
d) the integration of different information technologies and international operations
e) the process does not take up too much management time
f) working with people from different cultures
g) the cost of the company to be acquired is not overvalued
h) the combination of two finance, marketing and research and development departments
i) coordinating work in different time zones
j) the reorganisation of two sets of manufacturing or retail sites
k) developing an in-house acquisition methodology
l) cost-saving targets can be achieved fairly quickly
m) creating an in-house acquisition implementation department
| In a successful merger or acquisition... | Most mergers and acquisitions involve... | |
| Mergers across different countries often involve... | Implementing successful mergers and acquisitions can be achieved by... | |
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4. Mark sentences true or false (paragraphs 1 and 2):
a) Growing acquisition momentum comes at the beginning of a merger wave.
b) In spite of lessons learnt from the late 1990s, large mergers and acquisitions are not often successful.
c) There are good reasons to believe that most acquisitions benefit shareholders.
d) Acquisitions require a lot of management time.
e) Most acquirers think that it is better to concentrate on developing their companies internally.
Vocabulary task
5. Find words or expressions in paragraphs 3, 4 and 7 that mean:
a) look as if they; b) additional complication; c) do not succeed; d) the added value gained by people working together; e) help; f) body of knowledge and experience; g) point out; h) not doing business successfully; i) is being considered by large companies once more; j) (something that) should have been done sooner; k) to control or influence
6. Match the two halves of the expressions below. (One of the words on the right can be used twice.)
a) an in-house of guidelines
b) a set processes
c) documented knowledge
d) collective individuals
e) pre-acquisition parameters
f) key expertise
g) specialist methodology
h) company
Which one of them means:
1) what everyone knows?
2) the limits and boundaries within a given company?
3) people who are very useful for a particular purpose?
4) knowledge and experience that not many people have?
5) a system for doing a particular task, developed within a particular company?
6) a collection of information that advises people how to do something?
7) sequences of things to do before starting a merger?
8) a series of actions designed to produce a particular result, which has been written down in detail?
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7. Put the expressions (a-f) from Exercise 5 into these sentences.
1) When considering acquiring, or merging with, another company, you need to access your companys and experience about mergers and acquisitions. 2) Before carrying out a merger or acquisition, it is useful for a company to have a .. and based on past experience. 3) Managers can develop an . for managing acquisitions to help the company carry out all the necessary . before the beginning of the operation. 4) During merger processes, it is important that external consultants operate within the . 5) There are often several .. within a company who have the necessary to manage acquisition processes.
Speaking task
8. Answer the questions: 1) Do you know a company that has acquired, been acquired by or merged with another company? What happened? 2) What difficulties would a national competitor have merging with your company, or a company you know? 3) What difficulties would an international or foreign company have in integrating with your company, or a company you know?
*Supplementary task
9. Before you read, answer the questions:
1) If two large companies merge, how can they save costs? How else can they benefit?
2) Which mergers can you think of between large international corporations in the last five years? Have they been successful? What problems have they encountered?
3) The article below is about the merger between KLM and Air France. What savings do you think they have been making?
10. Read this article by Kevin Done from the Financial Times and do the exercises that follow.
Air France-KLM ahead on savings
Air France-KLM, Europes largest airline, said on Monday it was achieving cost benefits from the coordination of its international sales and station organisations abroad faster than forecast. Patrick Alexandre, executive vice- president of international commercial affairs and operations at Air France, said the savings in international markets for the combined group in its sales and foreign stations were forecast to total 92m ($119m) within four years.
This would account for more than 40 per cent of the total 580m synergy benefits forecast for the whole group from the merger.
The takeover of KLM, the Dutch flag carrier, by Air France in 2004 was a pioneering step in the consolidation of the fragmented European airline sector, and has been followed by the announcement of Lufthansas planned acquisition of Swiss International Air Lines.
The combined Air France-KLM has 25 international destinations, 107 long-haul and 198 short-haul, with the international operations accounting for 58 per cent of total passenger revenues. While merging at shareholder level and consolidating financial reporting, Air France-KLM has continued to pursue a strategy of one group, two airlines by maintaining separate brands and fleet operations.
A large part of the synergy benefits is planned to come from increased revenues generated by the combination of the two groups global networks, centred on its twin hubs at Paris Charles de Gaulle and Amsterdam Schiphol airports. Around the world, it is seeking to save costs by coordinating sales strategies on 50 international routes and by rationalising its presence at international destinations. Mr Alexandre said the biggest savings had come from the joint procurement of services, such as passenger and baggage handling and catering. Wherever possible the two airlines are seeking to rent offices and ticket offices jointly and to renegotiate station-handling services.
Synergy benefits in the first year to March 31 2005 in international commercial affairs had totalled 8.3m, up from the 7m originally forecast, while the forecast for cumulative annual savings after four years had been raised from 78m to 92m, said Mr Alexandre.
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11. Match the questions with the answers.
a) I know what a station is for a railway service, but what is a station for an airline?
b) Which airline took over which other airline in 2004?
c) What parts of the airline have been joined together and what parts have been kept apart?
d) What does the group intend to do with its presence at international destinations?
e) What will this rationalisation involve?
f) How do we know that the group has had a successful first year?
1) The financial reporting system is being consolidated and Air France-KLM is a single company as far as shareholders are concerned but the airline has two hubs close to different cities, two brands and two fleets to look after.
2) Contracting services, such as passenger and baggage handling and catering, together; renting offices and ticket offices jointly; and renegotiating existing station- handling service contracts.
3) Well, they have had 1.3m more synergy benefits than forecast in their first year - and that looks good.
4) It is the offices and other facilities managed by an airline at international destination airports.
5) The group wants to rationalise its stations at international airports.
6) Air France took over KLM.
12. Read through the whole article again and choose the best title for each paragraph.
a) Size and strategy
b) The bottom line
c) Swift savings for Air France-KLM
d) How its all going to work
e) The start of a trend?
13. What sentences are True or false (paragraph 4)?
a) 42 per cent of the Air France-KLM business comes from domestic flights; b) It is the policy of the group to keep a clear distinction between its two brands.
Vocabulary task
14. Find words or expressions in paragraphs 2 and 3 that mean:
a) the most important airline
b) a first action towards something
c) made up of several separate parts
d) intended takeover
15. Match the two halves of the following sentences (paragraphs 5 and 6).
a) A large part of the synergy benefits is planned...
b) These networks are centred...
c) Wherever possible the two airlines are seeking...
d) Synergy benefits in international commercial affairs in the first year to March 312005 had totalled 8.3m, up
1... from the 7m originally forecast.
2... to rent offices and ticket offices jointly.
3... to come from increased revenues generated by combining of the two groups global networks.
4... on its twin hubs at Paris Charles de Gaulle and Amsterdam Schiphol airports.
Speaking task
16. Answer the questions:
1) Where could the savings be made, and greater purchasing power gained, if your company, or a company you know well, merged with an important competitor?
2) Which sorts of businesses do you think are benefiting, and which businesses do you think are losing out from a merger strategy? Why is this?
Counterfeiting.
Counterfeiters ignore patents, which protect intellectual property, copyright and trademarks, by producing cheap copies or fakes of branded goods. These infringements are openly practised daily, affecting many businesses. Digitisation and the internet have made it easier than ever to mass reproduce and distribute quality counterfeit products. The music industry in particular claims to be losing millions because of file sharing systems which allow the downloading of music of charge.
Key words: counterfeiter, infringement, trademark, fake, copyright, sweatshops.
1. Below is a list of copyright infringements. In pairs, rank them according to which ones you consider to be the most dishonest.
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- buying a fake Rolex watch;
- photocopying pages from a published book;
- lending a book you enjoyed to a friend to read;
- downloading music from an internet file-sharing system;
- making a digital copy of a CD or DVD;
- showing a video to a group of people for money;
Listening task.
2. Listen to two people talk o about counterfeiting. What examples of copyright infringement do they mention? Listen again and answer the questions.
According to the first speaker:
1) How does counterfeiting benefit consumers?
2) Why would she buy copies of brands?
According to the second speaker:
1) Which industries are affected by the problem in the European Union?
2) What are the most serious consequences of counterfeiting?
3) How are high prices of branded goods justified?
Which of the speakers are you most likely to agree with? Why?
Reading task.
3. Quickly scan the text below and underline examples of counterfeiting. Complete the text with the following sentences:
a) However, brand owners often willingly hand over production masters to counterfeiters without realising it.
b) As long as there is a market for a product the copycats will, imitate it.
c) Peter Lowe, head of the CIB, reckons that some $25bn worth of counterfeit goods, are traded each year over the internet.
d) In recent years the counterfeiters have gone from strength to strength.
e) Some of these, borrowed from security devices developed for use on dollar bills, are clearly visible and are intended to help consumers distinguish fakes from genuine goods.
f) Procter & Gamble reckons it spends $3m a year fighting the copycats.
*Copyright infringement
Counterfeiting is on the increase. Companies ignore it at their peril.
To most people, counterfeiting means defrauding. (Such rights are legally cdv- forged currency. But counterfeiters ered by patents (for inventions), copyright (for artistic works and software), most people, counterfeiting means forged currency. But counterfeiters are copying an ever-widening range of products. For some time they have been churning out imitation designer fashion, software and CDs. Now they are copying medicines, mobile phones, food and drink, car parts and even tobacco. 1) .
2) . New technology has broadened the range of goods that are vulnerable to copying. It has dramatically improved their quality, as well as lowering their cost of production. Where once counterfeits were cheap and shoddy imitations of the real thing, today their packaging and contents (especially for digital products such as software, music CDs and DVDs) often mean they are almost indistinguishable from the genuine article.
A counterfeit, by definition, is something that is copied or imitated without the perpetrator having the right to do it and with the purpose of deceiving or trademarks (for words, pictures, symbols and industrial designs) and other forms of intellectual-property protection.
Counterfeiting is as diverse as any legal business, ranging from back-street sweatshops to full-scale factories. Counterfeiters often get their goods by bribing employees in a company with a valuable brand to hand over manufacturing moulds or master disks for them to copy. 3) .. One of the most frustrating problems for brand owners is when their licensed suppliers and manufacturers over-run production lines without permission and then sell the extra goods on the side.
Distribution networks can be as simple as a stall in the street, or a shop on the other side of the world. The internet has been a great help to counterfeiters, giving them detailed information about which goods to copy and allowing them to link consumers and suppliers with ease. 4 .
Counterfeiting is not a victimless crime. For a start, legitimate businesses lose sales because of competition from counterfeiters. If their brand loses value (because it is seen as less exclusive or is confused with shoddy imitations), there is a long-term threat to profitability. In addition, firms have to bear the cost of anti-counterfeiting measures. 5) .
One strategy that companies increasingly use is to load their vulnerable products with ant-counterfeiting features. 6) .. Companies also use these features, primarily to help them track their products through the supply chain and to distinguish genuine articles from fakes, especially should they need to take the copycats to court. But.ho amount of effort will ever completely stop the copycats. For as long as there is consumer demand, companies will find that imitation is the severest form of flattery.
4. Read the text again and answer the following questions.
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1) What role has technology played in the expansion of counterfeiting?
2) How do counterfeiters often obtain their production masters?
3) What are the distribution networks for counterfeit products?
4) What effects does counterfeiting have on legal businesses?
Vocabulary task.
5. Choose the best word to complete each sentence.
1) Expensive .. fashion items are commonly copied products.
a) excluded b) invented c) designer d) prototype
2) Copies are so well made that they are almost .. from the original.
a) identical b) the same c) incomparable d) indistinguishable
3) Many consumers prefer to pay more for a . brand.
a) genuine b) right c) normal d) reality
4) .. manufacturers receive permission to produce branded goods.
a) Partner b) Associated c) Agreed d) Licensed
5) The overseas printer produced extra books and sold them ..
a) on the side b) besides c) inside d) over the side
6) The music industry is very concerned about infringement.
a) patent b) copyright c) trademark d) intellectual
7) Increased counterfeiting affects the brand owners future ..
a) balancing b) potential c) profitability d) finance
8) CDs and Videos are particularly to piracy.
a) easy b) suspect c) vulnerable d) valuable
9) One legal action against counterfeiters is to take them to .
a) justice b) court c) account d) copyright
6. Form the opposites of these adjectives and adverbs by adding in-, un- or il-: 1) distinguishable; 2) vulnerable; 3) legitimate; 4) profitable; 5) legally; 6) willingly; 7) visible.
7. Match the words with similar meanings.
| 1 | 1) legitimate | a | a) exchange |
| 2 | 2) counterfeit | b) legal | |
| 3 | 3) covert | c | c) brand |
| 4 | 4) genuine | d | d) indistinguishable |
| 5 | 5) trademark | e | e) fake |
| 6 | 6) imitate | f | f) breach |
| 7 | 7) identical | g | g) real |
| 8 | 8) swap | h | h) copy |
| 9 | 9) peer | I | i) secret |
| 1 | 10) infringement | j | j) equal |
8. Form a noun from the verbs below:
copy; acquire; entertain; replace; merge; sell
Listening task.
9. Listen to an extract from a radio programme and answer:
a) Which companies does the speaker mention?
b) Which are online music services?
Listen again. Are the statements true or false?
1) Record companies formed alliances to develop distribution.
2) Warner Brothers and EMI merged in 2000.
3) Sales of recorded music decreased in 2001 but started to rise in 2002.
4) Napster is one of the smallest online file swapping services.
5) iTunes, a pay service, has done well.
*Supplementary task
10. Read the article and answer the questions.
Upbeat (Is the threat of online piracy disappearing?)
WHY is peer-to-peer sharing (where people download music from the internet and then share it with friends rather than buying singles or albums from large recording companies) so popular? The fact that peer-to-peer sharing is free will always be appealing. On the other hand, paying 99 cents for a song on iTunes (a pay online music service) is unappealing, says one British teen, because at that price she may as well buy the CD in a shop. Nor do the new services match the libraries of nearly all music ever recorded that the peer-to-peers claim to have.
As for the risk of a lawsuit from the Recording Industry Association of America (RIAA), the selling point for new versions of peer-to-peer networks in recent months is that they can protect the identity of users. The most popular of the range now is Earth Station 5, which is based in the Jenin refugee camp on the West Bank. After the RIAA said it would take legal action, its software was downloaded more than 16m times in 90 hours. So far, it seems to work.
Looking towards the future, big music companies should look not at iTunes' encouraging figures but at September's price cut by Universal Music Group (UMG), the biggest record company of all, which reduced the cost of its CDs for consumers by nearly a quarter. One reason for falling music sales is that customers believe that CDs cost too much. Now, other firms will have to lower prices to compete with Universal. Discount stores such as Wal-Mart, Circuit City and Best Buy will drive them down more.
The success of iTunes has shown the music industry that many people want to buy single tracks, not albums. Apple's data show that its customers bought 12 singles for every one album at iTunes. That compares with 0.02 singles per album in American stores, according to research by Sanford Bernstein. The best artists may tempt people to buy a whole album. But the industry can no longer rely on getting the price of an album as a reward for supporting a band.
In the end, says Moby, an influential musician, the record industry will have to throw out its current business model. It will no longer be able to make huge profit margins on CDs that cost next to nothing to manufacture. To make up for lower prices, he says, the industiy needs to cut its marketing for artists by as much as four-fifths. Once the record companies have less marketing influence, and with opportunities for internet distribution, says Moby, artists will be in a powerful position.
1) What does the article say about peer-to-peer sharing?
a) It has become less popular with teenagers lately;
b) It will continue to attract new users;
c) It only involves a few types of music.
2) The latest networks:
a) are only for users in the Middle East;
b) have had software problems; c) do not reveal who the user is.
3) UMG has recently:
a) cut its CD prices; b) gained new types of customer;
c) taken over a major discount store.
4) A key fact about the music industry is that:
a) there is more interest in singles than albums;
b) fewer songs are put on an album than before;
c) musicians want to continue making albums.
5) Moby says that the record industry should:
a) increase its profit margin;
b) cut back on its manufacturing costs;
c) reduce the amount it spends on marketing.
Individual Task (Reading)
Read the text and learn new words. Get prepared to write a test.
