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.

答案详解：

　　这篇文章是关于收购的一些建议。一位专家针对收购可能出现的情况给出了自己的看法。A段是说要专门建立一个团队来处理收购事宜，要有一个关键的人来推动收购的进行。同时还要对潜在的目标进行深入研究，如果发现了问题便及时抽身。B段是讲要想评估目标收购企业的价值，首先得决定你的收购能为它做出什么样的贡献。可以通过一个更加专注的管理团队来提高收益，也可以通过提高购买力和降低成本来改进利润。C段讲的是要和资金提供方建立良好的关系，并谈到了资金借贷方面的一些情况。D段是讲收购进行后的一些影响。对于出现的相关变化，要妥善处理。处理的好的话会提高士气。

　　第一题，当计算一个公司的价值时可以采用谨慎的方法。B段是和评估企业价值相关的内容，所以答案在B段中找。是原文的这么一句：we base our valuations on conservative assumptions。我们的价值评估是建立在保守的假设基础之上的。这里的conservative对应于cautious，base our valuations也就是计算公司的价值。

　　第二题，考虑人员问题(personnel issues)使得你有足够的资源来达成目标。A段是讲收购中的人员问题的，但答案不是那么明显。主要是要理解A段开头的两句话：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。有必要建立一个团队来处理收购使得在交易期间现行的商业可以不间断的继续。它也帮助处理闲置生产能力于是你可以在初始阶段转移人员。说到底，这句话的意思就是要合理的安排人员，从而充分利用资源来实现目标。这题需要深入理解。

　　第三题，要想知道你能从投资上获得多少回报，评估你能给购买的公司增加什么。这一题答案很明显，B段的第一句话：To decide on the value of any target business, you must first determine what contribution your acquisition can make to it.同样的意思。

　　第四题，在收购过程中对员工提供足够的支持可以产生良好的结果。这题答案也稍显隐晦，答案是D段的后面几句：help the people affected feel comfortable about it. When this is done properly, it can really boost morale.帮助受影响的人感觉到舒服一些。当这些被妥善处理了，可以真正提升士气。

　　第五题，将长期的需要考虑在内以确保你得到所需要的资源。答案是C段的这么一句：Make sure you factor in sufficient finance to let the business develop over time, and allow for reinvestment.确保你将企业长时间发展所需要的充足的资金也纳入在内，并且允许再投资。这里的take into account对应于factor in，develop over time对应于long-time requirement。

　　第六题，即便是在对收购投入了大量的努力之后，也仍然可能有必要退出。答案是A段的最后一句：do not be afraid to walk away from a deal if you become aware of serious difficulties with a company you are targeting。如果你清楚了目标公司的严重困难，不要害怕从这桩交易上走开。这里的walk away from对应于withdraw。

　　第七题，原本协商好的条款在收购后可以改变。答案也有些隐晦，是C段的最后一句：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.我们通常使用364天银行贷款利率来提供贷款，日后的再贷款可以用一个更低的利率。意思是一样的，但是需要适当理解才能做答。

　　疑似生词：

　　Spare capacity：When a business is operating at less than 100% capacity, it is said to have “spare capacity”。闲置生产能力。

　　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:将….纳入、列入重要因素。

　　Withdraw(这词用法多，让人混淆，把常用的列出来)：

　　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.