...background 1. Financial analysis 2. Reverse merger One of the key words in this case is “reverse merger”. According to historical statistics, it is shown that the reverse merger one time had been a boom in the market all over the world. But, here comes the question, what is a reverse merger? Generally speaking, a reverse merger, also known as a reverse takeover or reverse IPO, is a simpler and time-shorter method for private companies to go public than common IPO. In a reverse merger, investors of the private company plan to purchase and obtain the major shares of a public shell company, which is then merged with their own investing private company. In order to consummate the deal, the acquirer often trades its own shares with the public shell company in exchange for the shell’s stock, transforming a private company into a public company. Comparing to common IPO, reverse merger must have its own advantages and disadvantages that trigger some companies to use this method while some companies do not. Firstly, common IPO requires the company to raise capital from the public, but some private companies actually do not want to go public because they do not want someone from outside have the significant influence or control of their own companies, and reverse mergers give a private company the chance to become public without this kind of threat, which not only will considerably simplify the process and but also will obey company-owners’ intention. Secondly, common IPO...
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...the previous year of Chinese firm Siwei. Caterpillar alleged that this was the result of fraud that had been committed by Siwei’s managers. There were a lot o f questions asked in the business press. People wondered if Caterpillar had done proper due diligence, how Siwei had perpetrated the fraud, and if any Caterpillar employees had been involved. The incident raised new fears and resurrected old ones about doing business in China and the trustworthiness of Chinese firms. There were rumors everywhere and few answers. Caterpillar itself was not very forthcoming with particulars. This makes it difficult to know for certain what exactly what went wrong and why. Any analysis requires reliance on speculation and raises as many, if not more, questions than it answers. It is still worth looking into because it shows some important points that other companies can learn from. Background Caterpillar has had difficulty establishing a position in China comparable to its position in the rest of the world. In order to grow its operations China, Caterpillar decided to take a route that has proven successful for many MNCs operating in the PRC and use M&A rather than build things from scratch. After looking around, in 2011 Caterpillar proposed the acquisition of ERA Mining Machinery and its subsidiary Siwei for $886 million. ERA Mining Machines (ERA) was a mining machinery firm in China that was listed in Hong Kong and was the result of a reverse merger. While Siwei, ERA’s...
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...TOPIC : MERGERS AND ACQUISITIONS ARTICLE REVIEWED: Determinants of Cross-Border Merger & Acquisition Performance of Chinese Enterprises AUTHORS: Wu Changqi Professor, Peking University Xie Ningling Assistant Analyst, Sun Hung Kai Properties Ltd JOURNAL: Procedia Social and Behavioural Sciences 2 pg 6896-6905 PUBLISHED YEAR: 2010 INTRODUCTION The rapid economic growth of China since the past thirty years as enabled large numbers of Chinese enterprises to grow and gain competiveness. One of their sources of growth is through international expansion which is achieve by acquiring existing businesses abroad which is known as cross-border mergers and acquisitions (M&A). Cross –border mergers and acquisitions by Chinese firms has increased steadily up to US$ 8.139 billion between 1988 to 2003 with $216 million averagely each year, most of which occurred after 1997. Some of the Chinese enterprises that involve in cross- border M&A are Shanghai Electric Group which purchased Japanese printing machine manufacturer in 2002, TCL acquiring Schneider in Germany in 2003 and Lenovo purchased PC business of IBM in 2004. KEY WORDS Cross- border – is an activity that took place between country to country Mergers and Acquisitions (M&A) - is an aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing...
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...Chinese Companies’ Reaction to The Delisting Announcement Background The United States is one of the world’s most attractive places for a company to go public, especially for those mainland Chinese companies with funding needs. U.S. market gives those companies a chance to raise huge amounts of capital after their unsuccessful attempts to get bank borrowings in China. And compared with the traditional initial public offering process in the Chinese stock market, listing via reverse merger in the U.S. market seems to be much less expensive and time-consuming because mainland Chinese banks and China’s domestic capital market usually prefer the state-owned enterprises rather than privately owned companies. There are three major reasons for Chinese companies to list in the U.S.: First, the listing standards are lower in the U.S. Many Chinese Internet companies such as RenRen and YouKu did not meet Shanghai or Hong Kong listing standards at the time of their U.S. IPOs. They can either go public in the U.S. market or wait at least one year to meet the listing standards for Chinese exchange. The Second reason is that those international investors such as venture capital firms prefer to invest in the U.S. market because it offers them an access to convertible currency and freely tradable shares. The last reason is branding. Investors have always shown willingness to pay high prices for those Chinese stocks being listed in the U.S. market. It seems that there is prestige...
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...MANAGING CULTURAL INTEGRATION IN CROSS-BORDER MERGERS AND ACQUISITIONS Daniel R. Denison, Bryan Adkins and Ashley M. Guidroz ABSTRACT Cross-border M&A has become one of the leading approaches for firms to gain access to global markets. Yet there has been little progress in the research literature exploring the role that culture may play in the success of these ventures. Poor culture-fit has often been cited as one reason why M&A has not produced the outcomes organizations hoped for (Cartwright & Schoenberg, 2006). Cross-border M&A has the added challenges of having to deal with both national and organizational culture differences. In this chapter we review the literature on cultural integration in cross-border M&A and provide a framework designed to help manage the integration process throughout the M&A lifecycle. This framework presents culture assessment and integration as a crucial component to reducing poor culture-fit as a barrier to M&A success. Mergers and acquisitions (M&A) have become a central part of most corporate growth strategies, and an increasing portion of that M&A activity now spans national borders. Indeed, beyond a certain scale, one might say that all M&A is now cross-border M&A. For example, even a merger Advances in Global Leadership, Volume 6, 95–115 Copyright r 2011 by Emerald Group Publishing Limited All rights of reproduction in any form reserved ISSN: 1535-1203/doi:10.1108/S1535-1203(2011)0000006008 95 96 DANIEL R. DENISON ET AL. between two large...
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...MANAGING CULTURAL INTEGRATION IN CROSS-BORDER MERGERS AND ACQUISITIONS Daniel R. Denison, Bryan Adkins and Ashley M. Guidroz ABSTRACT Cross-border M&A has become one of the leading approaches for firms to gain access to global markets. Yet there has been little progress in the research literature exploring the role that culture may play in the success of these ventures. Poor culture-fit has often been cited as one reason why M&A has not produced the outcomes organizations hoped for (Cartwright & Schoenberg, 2006). Cross-border M&A has the added challenges of having to deal with both national and organizational culture differences. In this chapter we review the literature on cultural integration in cross-border M&A and provide a framework designed to help manage the integration process throughout the M&A lifecycle. This framework presents culture assessment and integration as a crucial component to reducing poor culture-fit as a barrier to M&A success. Mergers and acquisitions (M&A) have become a central part of most corporate growth strategies, and an increasing portion of that M&A activity now spans national borders. Indeed, beyond a certain scale, one might say that all M&A is now cross-border M&A. For example, even a merger Advances in Global Leadership, Volume 6, 95–115 Copyright r 2011 by Emerald Group Publishing Limited All rights of reproduction in any form reserved ISSN: 1535-1203/doi:10.1108/S1535-1203(2011)0000006008 95 96 DANIEL R. DENISON ET AL. between...
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...Q:Define term economic integration.Also discuss its economic effects in long run. Ans:Definition:Economic integration is the unification of economic policies between different states through the partial or full abolition of tariff and non-tariff restrictions on trade taking place among them prior to their integration.In economics, the word integration was first employed in industrial organisation to refer to combinations of business firms through economic agreements, cartels, concerns, trusts, and mergers—horizontal integration referring to combinations of competitors, vertical integration to combinations of suppliers with customers. Objectives: There are economic and well as political reasons why nations peruse economic integration. · Offering products or services at lower prices with the goal of increasing the combined economic productivity of the states. · economic integration has been thought of as the "second best" option for global trade where barriers to full free trade exist · Increase in trade between members states of economic unions that it is meant to lead to higher productivity. · It gives comparative advantage to countries. Comparative advantage refers to the ability of a person or a country to produce a particular good or service at a lower marginal and opportunity cost over another. · To achieve economies of scale. Economies of scale refer to the cost advantages that an enterprise obtains due to expansion. · Political reasons · increased efficiency and...
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...Fashion media is a term used by the fashion industry to communicate about a brand to prospective consumers. The medium of communication comprises of public relations, advertising, sales promotion and several others. The traditional methods of communicating the availability of a new product through lifestyle magazine is now taken over by the new ‘two way' method of communication that includes advertisements as well as feedback from the customers1. RELATED ARTICLES Adidas-Reebok Merger Fashion journalists are keen on publishing what is happening in Londonand Paristo be the first to report fashion revolution that not only consists of innovation but is also of importance for cultural production. Fashion writers are conscious about associating the culture of each nation to a season's fashion to ensure there is a national identity for the products2. Advertisement is a mass media because it reaches a mass market. The notion that advertising is non-targeted and non personal is a wrong implication. Advertising luxury brands in mass media like television and magazine targets a narrow group comprising of the specific luxury consumer market. Advertisement is a method of communicating the brand history, personality, products, image and services that increase the visibility of the bands. Traditionally advertisements of superior brands usually appear in business publications, fashion magazines, high end publications and airline in-flight magazines focusing target audience1. 1.Uche, Okonkwo...
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...A PROJECT TO STUDY Acquisition OF TATA AND CORUS 0BY Jigar Gandhi Roll No- 11 PGDM - 4TH semester INTRODUCTION –( MERGERS AND ACQUISITION ) In this changed business paradigm only those organization rule who visualize the possibilities before they appear as plausible. Present Business environment, characterized by the globalization and liberalization, accommodates organization that are coming up with innovative strategies to survive and flourish. Companies in the global economies climate are thriving to each the pinnacle of the successes seeking competitive edge of over their rivals. While the waves liberalization and deregulation have been shaking the corporate shore around the global the domestic organizations are falling prey to the fierce competition and unprecedented challenges carried by this emerging business scenario. The recessionary trend consequents to the wall Street tsunami has made for the organization a maze with no exit . Drowning in the luxury of producing goods only to keep life simple is suicidal, rather an un quenched thirst must always prevailing that makes the quest for the value sustainable. Existence of keen competition with number and volume also made the texture of the competitor stronger shock absorber both finally and strategically creating a wide exposure for the business enterprises to build armour for protecting themselves from the threats lying in and forthcoming from the environment. Thus, organizations are left with...
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...The Growth of Independent Chinese Automotive Companies (Second Draft for Discussion) Jianxi Luo May 6, 2005 International Motor Vehicle Program, MIT Index 1 Overview of Current Chinese Automotive Industry……………1 2 The Burgeoning Independent Chinese Auto Companies………9 3 Case Study: Chery Automobile Company………………………14 3.1 Introduction………………………………………………………… 14 3.2 Characteristic Analysis…………………………………………….. 18 3.2.1 3.2.2 3.2.3 3.2.4 3.2.5 3.2.6 Technical Capabilities………………………………………………….18 Production Management……………………………………………….24 Product Characteristics……………………………………………….. 25 Intellectual Property…………………………………………………... 29 Exportation Strategies……………………………………………........33 Enterprise Culture…………………………………………………….. 36 3.3 Comparative Analysis ……………………………………………....36 4 Conclusions………………………………………………………. 42 References…………………………………………………………….47 1 Overview of Current Chinese Automotive Industry China’s first automobile manufacturing base, FAW (First Automobile Works), was built 50 years ago. From then on for over 30 years, there was no big progress in the Chinese automotive industry on both production and technology sides. Production capacity was low, and technology was outdated. From the middle 1980’s, with the establishments of joint ventures, the Chinese automobile industry began to develop faster than before. So far, all of the world's major automakers, such as General Motors, Toyota, Ford, Volkswagen, DaimlerChrysler, Nissan-Renault, PSA Peugeot Citroen,...
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...w areHow companies are named? ABN AMRO- In the 1960s, the Nederlandse Handelmaatschappij (Dutch Trading Society; 1824) and the Twentsche Bank merged to form the Algemene Bank Nederland ( ABN; General Bank of the Netherlands). In 1966, the Amsterdamsche Bank and the Rotterdamsche Bank merged to form the Amro Bank. In 1991, ABNand Amro Bank merged to form ABN AMRO. Accenture- Accent on the Future. Greater-than 'accent' over the logo's t points forward towards the future. The name Accenture was proposed by a company employee in Norwayas part of a internal name finding process (BrandStorming). Prior to January 1, 2001 the company was called Andersen Consulting. Adidas- from the name of the founder Adolf (Adi) Dassler. Adobe- came from name of the river Adobe Creek that ran behind the houses of founders John Warnock and Chuck Geschke . AltaVista- Spanish for "high view". Amazon.com - Founder Jeff Bezos renamed the company to Amazon (from the earlier name of Cadabra.com) after the world's most voluminous river, the Amazon. He saw the potential for a larger volume of sales in an online bookstore as opposed to the then prevalent bookstores. (Alternative: It is said that Jeff Bezos named his book store Amazon simply to cash in on the popularity of Yahoo at the time. Yahoo listed entries alphabetically, and thus Amazon would always appear above its competitors in the relevant categories it was listed in.) AMD- Advanced Micro Devices. Apache- The name was chosen...
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...freight, air freight, contract logistics and international freight forwarding. How can Chinese companies improve the country’s transportation and logistics environment? Leadership in this industry requires innovation, expansion and redesigned networks. China’s extraordinary economic growth continues. Even as the global economy struggles to recover from the financial crisis, various statistics indicate that China’s economy has emerged resilient, with rapid growth expected to last into the foreseeable future. In this context, the transportation and logistics industry in China is also poised for major growth over the next five years, portending significant changes for its five main segments: express, road freight, air freight, contract logistics and international freight forwarding (see figure 1 on page 2). As the boundaries between these segments blur, consolidation will accelerate and network coverage and density will grow. At the same time, an increasing focus on sustainability will add new pressures to cost structures. Many transportation and logistics companies have already begun adapting their strategies and tactics to focus on more innovative business models that will help them succeed in a changing environment. They are adopting new growth strategies, redesigning their networks, and improving their cost structures to meet the new challenges. Industry Trends in China Despite the Chinese economy’s...
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...surpassed US$ 15 billion. Chinese companies have in fact burst on the scene in the region so recently that several of the biggest projects were still being finalized in early 2011, or had only just been put into operation. Most investments have been made in natural resource extraction, but over the medium term this is expected to diversify into other sectors such as manufacturing and infrastructure construction. Paradoxically, there is a lack of data on this extremely important phenomenon, which poses a constant problem for policymakers and analysts studying Chinese foreign direct investment (FDI). Appraisals of the possible opportunities and challenges presented by this increased investment flow therefore tend to lack supporting empirical evidence. The aim of this chapter is to make some progress on this issue, at least as far as investment in the region is concerned. A variety of sources have been consulted, including investment announcements in the media and interviews with Chinese company managers and Latin American and Caribbean government authorities. Despite the evident limitations of this kind of material in terms of data quality and reliability, this course of action does provide some data to work with. From a substantive viewpoint, the main contention is that China’s FDI is governed by the level of development of the Chinese economy, its production structure, internal market conditions (which explain the development of large companies) and public policy incentives...
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...Takeover by FAIRFAX Legal Aspects of BLACKBERRY Takeover by FAIRFAX by by Anubhav Gaur SMBA12045 Section B Anubhav Gaur SMBA12045 Section B TABLE OF CONTENTS Acknoledgement Summary blackberry ltd. Section 1.1 : History Section 1.2 : Strategic Changes Section 1.3 : Success in Market place Section 1.4 : Changes in Financial Fortunes Section 1.5 : Financial Fortunes FAIRFAX LTD. Section 2.1 : Corporate Governance Section 2.2 : History Section 2.3 : Credit Ratings MERGERS & ACQUISATIONS Section 3.1 : Legal Structures Section 3.2 : Documentation Section 3.3 : Business Valuation TAKEOVERS Section 4.1 : Types Of Takeover Section 4.2 : Financing a Takeover Section 4.3 : Mechanics Section 4.4 : Strategies Section 4.5 : Agency Problems Section 4.6 : Pros & Cons Laws & Codes used during takeover Section 5.1 : City Code on Takeovers & Mergers Section 5.2 : Competetion Law Section 5.3 : Takeover Directives Section 5.4 : Companies ACT 1985 BLACKBERRY TAKEOVER REGULATORY APPROVAL COMPETETION COMMISION FOR TAKE OVER FCPA Section 8.1 : Provision & Scope Section 8.2 : History Section 8.3 : Requirements Section 8.4 : Application UK BRIBERY ACT TAKEOVER MECHANICS OF BLACKBERRY TAKEOVER CONCLUSION BIBLIOGRAPHY & REFERENCES ACKNOLEGDEMENT I take this opportunity to express my profound gratitude and deep regards to my guide Prof. Deepak Dayal for his exemplary guidance, monitoring and constant encouragement...
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...Abstract This paper discusses the role and function of the Public Company Accounting Oversight Board (PCAOB) and Auditing Standard 5 (AS 5). Due to the increased demand for oversight in auditing standards, this paper also examines the impact of Sarbanes-Oxley (SOX) and the reasons for the creation of the PCAOB, as well as the implementation of the rules and regulations. Additionally, this paper examines the impact of AS 5. Keywords: audit, AS 5, financial statements, PCAOB, SEC, SOX Table of Contents Introduction ………….……………………………………………………..……………………4 Scandals ...…..……………………………………...……………………………………………4 PCAOB Mission and Vision …………………… ……………………………………………….5 Structure ………………………….……………..……………………………………………5, 6 PCAOB's Objective….…….……..…………………………………………………………….6, 7 Duties ………………………….…..………………………………………………….……… 7, 8 Standard Setting………..………………………………………………………………..……..…8 Inspection ………………………………………………………………………………………..8 Enforcement…………..………………………………………………………………..……...8, 9 AS5 .…………………….…………………………………………………...…………….…9, 10 Conclusion………………………………………………………………………….....……. 10 References …………………………………………………………………………………….. 11 History of PCAOB …………………………………………………………………… 13-19 Introduction Sarbanes-Oxley (SOX) was passed in 2002 and as a result brought numerous changes to auditing. The Sarbanes-Oxley was passed in direct response to business failures, allegations of corporate improprieties and financial statement restatements. Prior to the SOX passage, auditors used a...
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