1、Unit TwoGrowing the companyAn Overview of Unit Two2.1 Business Topic(Growing the company)Vocabulary(Parts of a company)Vocabulary (Growing strategy)Reading(An article aboutSAP)Grammar (Past tenses)Writing(Write about the past)Reading (M&A)Listening (the PeopleSoft takeover)Writing (A press release)R

2、eading Speaking (An employee survey)2.1 Business TopicGrowing the company subsidiary division distribution after-sales services sell off go public list game logistics blockbuster insurance premiums stock broker 子公司 分部門 分銷 售后服務 拋售 掛牌上市 列入上市證券表 行業，職業 物流 了不起的人 保險費 股票經紀人 saga charisma devolve hierarchy

3、resigned momentum paternalistic merger acquisition ERP(enterprise resource planning) ESA(enterprise services architecture) organic growth 一長串時間 領袖氣質 下放，移交 等級制 順從的，屈從的 勢頭，動力 家長作風的 合并 收購 企業資源計劃 企業服務系統 內生增長Background Info企業并購企業并購 企業并購（M&A）包括兼并和收購兩種方式。國際上習慣把兼并和收購合在一起使用統稱為M&A，即并購。并購的效應動因并購的效應動因 （1）韋斯頓協同效

4、應 （2）市場份額效應 （3）經濟成本曲線效應 （4）財務協同效應并購存在的風險并購存在的風險 （1）管理風險 （2）規模經濟風險 （3）企業文化風險 （4）經營風險Parts of a companylI think that our fundamental belief is that for us growth is a a way of life and we have to grow at all times. - Mukesh Ambani, Chairman of Reliance IndustriesWhy is it important for companies to gr

5、ow?Vocabulary: Part of a companyWhy is it important for companies to grow?lGive shareholders a regular return on their investment lTo create jobs and maintain job securitylGrowth means more market share and market share establishes the company in the marketl.Subsidiary Headquarters Sales Offices War

6、ehouse R&D Division Main PlantSubsidiaryHeadquartersMain PlantWarehouseR&D Division Sales Offices Sales Offices3. What is the different between the following words and phrase?1. A sales office and a subsidiary2. A warehouse and a plant3. The headquarter and a divisionSales office Vs Subsidiary l A S

7、ales office is part of the companys main sales department, but located in another town or country. l A subsidiary operates as an independent company even though it is mainly or wholly owned by the parent company. Warehouse Vs Plantl A warehouse is a building where goods or raw materials are stored a

8、nd from which they are distributed. l A plant is a place of production either manufacturing, assembly or packing. Headquarters VS division l The headquarters are the main offices of the company where the top management and general administration work. l A division is a branch of a company responsibl

9、e for one particular business activity (eg a motor manufacturer might have an automobile division and a truck division )Vocabulary: Growth strategy4. Find a synonym in the box for each of the underlined words.5. What is the difference between following expressions?1.Laying people off and firing them

10、2.Taking over a company and merging with it3.Organic growth and ono-organic growthAnswersl People are laid off for economic reasons, ie the company doesnt have enough work for them. People are fired because their work or behavior is unsatisfactory.l Often the difference can be academic, but a take o

11、ver is what happens when a larger company buys a smaller company and a merger is when two similar sized companies join together.l Organic growth refers to natural expansion through the growth of sales; non-organic generally refers to growth by acquisition.Growth strategy l Strategies aimed at large

12、market shares even at the expense of short-term earnings. l Organic growth VS non-organic growthl Diversification (new products / new market)l Market development (existing products/ new market)l Product development (new products / existing market)l Market penetration (existing products / existing ma

13、rket)Organic growth and non-organic growth l Organic growth refers to natural expansion through the growth of salesl Non-organic growth refers to the growth by acquisitionDiversification (New Products/New Market)lhigh-risk growth strategy, largely because both the products and the market are unprove

14、n territory for the entrepreneur. lNo one can be sure about the new market. lNecessary for company featured innovation . lbe realistic about the risks you face and crystal clear about what you hope to achieve.Market Development (Existing Products/New Market)lto develop a new market for their existin

15、g products and services. lThe new market can be geographical (e.g. foreign export) or an untapped segment of a domestic market. lpossible to develop a new market for existing products by adjusting the products packaging or expanding the products distribution channels. lRequires knowledge of the new

16、marketProduct Development (New Products/Existing Market)lto roll out a new product(s) in a market with which you are already familiar. lrequires the business to develop new abilities and continuously adapt the products until they achieve marketplace success.Market Penetration (Existing Products/Exis

17、ting Markets)ldesigned to give the business a greater percentage of market share. lseeks to gain a competitive edge through pricing, marketing, or other initiatives.lcan be achieved by increasing customer usage through loyalty programs and incentives targeting your existing customer base.Organic gro

18、wthlThe growth rate that a company can achieve by increasing output and enhancing sales. lThis excludes any profits or growth acquired from takeovers, acquisitions or mergers. lSelling in new areas or through new channels lSelling to new customers or selling more to existing customers Reading :SAP c

19、ompetes with organic growth6. SAP and Oracle are the worlds leading companies in providing software solutions for business, but their business strategies are very different. Read the text about SAPs growth strategy. Choose the best sentences from the list (A-H) below to compete each gap (1-6). Do no

20、t use any letter more than once. SAP competes with “organic growth”l SAP (Systems Applications and Products in Data Processing ) provides business applications software, often known as ERP (enterprise resource planning) software. These software programs help big companies to run their accounting sys

21、tems and purchasing processes, and to manage customer relations. SAP adapts each piece of software to the needs of its customers according to the sector they work in . l SAP是目前全世界排名第一的ERP軟件。它代表著最先進的管理思想、最優秀的軟件設計。世界五百強中有超過80的公司使用SAP。中國的大型國營、民營企業90使用SAP。2003年9月份，SAP公司特意推出SAP Business One中文版ERP軟件，專門為中國

22、中小型企業服務。具有強大功能的解決方案平臺，提供全面的功能，幫助企業實現成功管理。共由十個模塊組成，涵蓋企業管理、財務會計、銷售、采購、業務伙伴、銀行業務、物料和庫存管理、生產管理、成本會計、報表等。具有獨一無二的特點，如智能數據導航，強大的分析工具，在線預警，開放的標準。目前在中國已經有500家企業實施了這套系統。并隨著SAP Business One的推廣，使用的用戶正在不斷的增加。 lOracle (美國甲骨文公司)built its business on marketing database software for big companies and institutions.全球

23、大型數據庫軟件公司，成為全球僅次于微軟的全球第二大軟件公司，向遍及145多個國家的用戶提供數據庫、工具和應用軟件以及相關的咨詢、培訓等。 lPeoplesoft (人科公司)成立于1987年，是協同合作企業軟件全球領導供應商。在全球共有107個國家超過4700家企業機構使用人科公司完全網際網絡化的軟體，通過與客戶、伙伴及員工之間的協同合作來降低成本并提高工作產能。2004年12月被甲骨文股份有限公司收購。lSiebel Systems (希爾寶系統公司)于1993年成立，是電子商務軟件的突出供應商，其客戶關系管理（CRM）、企業資源管理（ERM）以及合作關系管理（PRM）應用軟件用于實現這些方

24、面的自動化以及允許企業通過互聯網和零售或電話中心網絡等其他渠道來執行和調節相關任務。2005年以58億美元被甲骨文股份有限公司收購。languagelHave a direct dig (para4): to make a joke or remark to annoy or criticize someone挖苦lAcquire an industry solution that is at the heart: buy the key part of an industry solutionlEcosystem of supportive technologieslBusiness in

25、the future is not business in an enterprise. Its business in an ecosystem.l未來的商業絕不是一個企業內部的事情，而是在一個相互影響的系統里進行的。Technology Ecosystemsl Successful large-scale commercial efforts usually arise from a “technology ecosystem” Biological ecosystem: “A community of plants and animals existing in an environme

26、nt that supplies them with water, air, and other elements they need for life.“ Technology ecosystem: An interdependent community of technology and service companies operating within a common framework and architecture, with different roles for many specialist playersExamples of successful technology

27、 ecosystems Personal computers: Intel processor and system definitions, Microsoft software, ODMs, OEMs, peripherals, applications and content providers, Cell phones: Global standards, semiconductors, phones, firmware, base stations, billing, marketing, applications, content Wi-Fi Cable modemsl Busin

28、ess ecosystem: An economic community supported by a foundation of interacting organizations and individualsthe organisms of the business world. This economic community produces goods and services of value to customers, who are themselves members of the ecosystem. The member organizations also includ

29、e suppliers, lead producers, competitors, and other stakeholders. Over time, they co-evolve their capabilities and roles, and tend to align themselves with the directions set by one or more central companies. Those companies holding leadership roles may change over time, but the function of ecosyste

30、m leader is valued by the community because it enables members to move toward shared visions to align their investments and to find mutually supportive roles. l SAP orchestrates an ecosystem of business persons, developers, and IT services professionals who span business strategy, business processes

31、, technology, and operations. l Within the ecosystem, customers co-innovate and partners collaborate to achieve results that test cost, time, and expertise limitations in everyday business.l While unified by shared business goals, communities are fluid enough to ensure that information is dynamic, a

32、gile, and accessible. 7 Growth strategy for SAP and OraclelOracle has chosen to expand by making acquisitions, sometimes of big companies with quite different skills. lSAP grows more organically and it makes acquisitions when they are smaller and more closely related to what they already do. lSAPs l

33、ong-term strategy is to increase sales to medium-sized companies and to develop a platform for all its applications. Grammar: Past tenses1. Study these extracts from the text about SAP on page 17. 2. You receive this internal email. Follow the instruction in it. camewas workingwasused to returnhackh

34、ad hackedreceivedopenedwaswantedsaw washad employed have helped was taking gave3. Write a short piece (100 words approx) about a turning point in your life, work or studies: a moment when you decided to pursue a different route from the one you had up to that point. Use the following questions to he

35、lp you. 1. What were you doing before that?2. What happened to change your life?3. What happened next? Writing: Writing about the pastSuggested answersl Change my attitudel Come to me as a lightl Realize the value of somethingl Be wonderstruck withl Be disillusionedl I think that is the real maturat

36、ion that everyone goes through.l Change my entire lifel Make me understand most of the things I have been wondering all my life.l In my previous conservation opinion, success is always hard and it is impossible for an ordinary person like me to achieve. 4. What happens when companies merger or acqui

37、re other companies? Look at the table below and make notes.5. In December 2004 Oracle, the worlds second largest business software applications provider, took over PeopleSoft, the third largest. Read the letter that the CEO of PeopleSoft, Dave Duffield, wrote to his employees.1. Does he think the ta

38、keover will benefit employees or not?2. Which of these adjectives best describes his feelings about the takeover? bitter / resigned / angry Reading: Merger & AcquisitionsOpportunities Threats Employees Shareholders Customers Supplies Merger and acquisitionlMergerlBroadest definition: any takeover of

39、 one company by another, when the businesses of each company are brought together as one. lNarrow definition: distinct from an acquisition: the coming together of two companies of roughly equal size, pooling their resources into a single business. Acquisition: it occurs when one company acquires fro

40、m another company either la controlling interest in the companys stocks l or a business operation and its assets. lFull and partial acquisition lFull: all the stock capital lPartial: controlling interestMergers and acquisition l Merger (合并合并)l no acquirer or the acquiredl Participate in establishing

41、 the management structurel Similar size, no domination l A share swap cash payment l Acquisition （收購（收購）l The acquirer or the acquiredl A controlling interest in the companys stocks or business operation or its assetsl Acquired by cash stock swapDistinction lRelative size of the individual companies

42、 in the business combination lOwnership of the combined businesslManagement control of the combined businessWord powerl Mergerl Acquisition l Merge with; merger between A and B;l Collaboration; consolidationl Form an alliancel Merger of equals (對等兼并對等兼并)l Acquire; the acquirer; the acquired;l An acq

43、uisition is paid in cash. l Expansion; growth; l Takeover; buyoutWhy do companies merge with or acquire other companies? What problems can arise?casesl 吉利收購沃爾沃吉利收購沃爾沃l 收購時間：2010年3月l 收購金額：18億美元l 收購資產：沃爾沃100%股權l 現狀：根據李書福勾畫的藍圖，吉利將保留沃爾沃瑞典和比利時工廠；另外，利用中國勞動力成本較低的優勢，沃爾沃還將在中國新建工廠，實現沃爾沃汽車的本土化生產以降低成本，同時還可以快速增加

44、沃爾沃汽車在中國國內的銷量。l 一句話點評：拭目以待 上汽收購雙龍上汽收購雙龍l收購時間：2004年10月l收購金額：5億美元l收購資產：雙龍汽車48.9%的股權l現狀：韓國的工會問題、自己的技術問題、境外資本運作和管理問題成了上汽收購雙龍后運營過程中的障礙，導致雙龍汽車現在半死不活，而上汽則愛理不理。l一句話點評：敗筆，就當交學費了。l 上汽收購羅孚上汽收購羅孚l 收購時間：2005年l 收購金額：6700萬英鎊l 收購資產：羅孚25、75以及K系列汽油機和L系列柴油機等核心知識產權。l 現狀：上汽在羅孚原車型的基礎上研發出榮威750和榮威550，這兩款車上市后取得了不菲的成績，成功地實現了

45、上汽的“自主品牌夢”。但是除了榮威750和榮威550之外，上汽尚未推出其他車型，讓人不得不懷疑是否進入了瓶頸狀態。l 一句話點評：師父領進門，修行靠個人。ReasonslTo reduce costslTo expand the companylTo enter new marketslTo buy market sharelTo buy brands or patentslTo buy a distribution channellTo complement a product blemslA hostile takeover may lead to resent

46、mentlThe difficulty of combining different company/ national cultureslJob losses due to restructuringlThe merger may be referred to a monopolies commission Opportunities and threatslReason: synergies （協力優勢）lThe effect of combining two companies is greater than the two can achieve separately lReducin

47、g the central functions: eg. One purchasing director instead of two. lFinding complementary activities: eg. One company is efficient in manufacturing, the other has good distribution networks Opportunities and threats opportunitiesthreatscustomersCompany more efficientquality / service improvedConfu

48、sion arising from the change of name, systems or managementSuppliers New opportunities may arise in other parts of the company Contracts may have to be renegotiated and some may lose outemployeesRestructuring might create new responsibilities and job opportunitiesChanges in working conditions, some

49、may lose their jobs if there is rationalization shareholdersValue of shares is likely to increase, at least in the short termThe value of their shares should increase at first but in the longer term?Ex 5lHe thinks that some will find opportunities in the newly merged company, some will leave, others

50、 will find it difficult to adapt.lHe is resigned. He repeats several times how sad he is, but says although he tried his best to find a different conclusion it was not possible. Presentation work lGroup twolSearch for the cases of mergers and acquisitions, analyze two cases, one successful and one u

51、nsuccessful. Figure out the reasons of merger and the causes of breakdown or success. l15 minutes; be brief Listening: The PeopleSoft takeover1.(Track 03) listen to two account if the takeover by a commentator and an industry analyst, both close to the takeover. What are the main differences in the

52、working environment and the way employees were rewarded at the two companies. 2.Listen again and answer the questions. For each question (1-6), mark one letter (A, B or C) for the correct answer. The Peoplesoft takeoverlOracle is a more stressful company to work in, but people can earn a lot of mone

53、y. Peoplesoft was a more caring company, but people had a lot of responsibility put on them. Also they didnt earn much money until they had established themselves. Suggested answersLanguage lthrow sb in at the deep end: (infml 口) introduce sb to the most difficult part of an activity, esp one for wh

54、ich he is not prepared 使某人做最困難的事（尤指其無準備的）.lBe accountable for the results: be responsible for it and be prepared to justify your actions.lHave a very paternalistic approach: act like a parent, taking good care of the members lin fairness: if we are defending this action公平地講lWield the axe: to make jo

55、b cutslGet a lot of flak: get a lot of severe criticism lIf you dont cut it: if you cant do what is expected of you.lThings will settle down: things will become calmer / more stableWriting: A press release3. You work in the press office of an insurance company that has recently taken over another co

56、mpany. since the take-over there been some negative report about it. you decide to pout out a press release. Include the following point. Optional homework: a press releaselWhat should and should not be contained in a press release?lShould it be written in the first person or third person. (third pe

57、rson)lCan it act as an advertisement? (no. )lWhat kind of information should it contain? (information of public interest or benefit)lIt should be factual, concise, objective and topical (ie. Relate to current events)Sample Last month Insure Co was pleased to announce the acquisition of ABC Insurance

58、. The new company brings together two leading insurance providers to form the worlds third largest insurance company. The merger guarantees the future of both companies and their ability to compete with the best. At the same time, it creates possibilities to make savings in many areas, such as offic

59、e expenses, advertising and staffing costs. These savings will be passed on to the consumer in the form of lower insurance premiums.In addition, with the combined expertise of the two companies, the consumer can expect to see an exciting range of new insurance products in the coming months.The compa

60、ny would like to take this opportunity to thank employees of both companies for the patience and understanding they have shown in recent months. Their loyalty is appreciated and the company intends to keep any job losses to a minimum.Background Info企業文化企業文化 20世紀80年代初，哈佛大學教育研究院教授迪爾和麥肯錫咨詢公司顧問艾倫對80家企業進