2008年ESL之商务英语 10 A Corporate Takeover

10 A Corporate 1 Takeover

GLOSSARY 2

takeover bid – a person’s or company’s willingness to buy shares or stocks tohave control over a company* Did you hear that the company received a takeover bid from its strongestcompetitor last week?

offer – something that one says one will give to another person in exchange forsomething else; the amount of money that one is willing to pay for something;what one is willing to do in exchange for something else* They made an offer of $7,500 to buy the used car and now they are waiting tohear the seller’s decision.

to reject – to refuse; to deny; to say no; to decide not to do or accept something;to not accept* The committee rejected our proposal to change the advertising 3 campaign.

board of directors – the group of people who lead a company, making the mostimportant decisions and selecting the CEO, president, and/or making otherimportant positions* Only the board of directors can decide whether our company should open anew office in the Southern United States.

the next course of action – the next step; the next thing that a person orcompany plans to do* Our first attempt to expand toy sales to young boys didn’t work, so our nextcourse of action is to try to expand sales to young girls.

hostile takeover – the action of taking control of a company when thatcompany’s managers and leaders do not want it to happen* The company president is fighting against the hostile takeover, but there’s really nothing she can do about it because the other company has enough money tobuy most of the shares.

a distinct possibility – something that may happen or is likely to happen* There is a distinct possibility that we might all lose our jobs next month if theeconomy continues to have problems.

extensive – thorough; with a lot of detail; vast; far-reaching* Albertina conducted extensive research about tuberculosis 4, reading all themedical journals that she could find.

due diligence – the investigation 5 and evaluation 6 of a company’s financial statusand management* Our company is considering buying a smaller company, but we have tocomplete our due diligence first to make sure that we know exactly what we’ll begetting 7 out of the purchase.

to move ahead – to continue; to proceed; to make progress* Even though they don’t have enough money to buy a house right now, they have decided 8 to move ahead and look at what’s available for sale so that theycan know how much money they’ll need to save.

to go for (something) – to agree to do something; to agree with an idea; toaccept something; to not object to something* Sonja wants to dye her hair bright pink, but I don’t think her parents will go for it.

contingent 9 – dependent; something that will happen only if something else does or does not happen* Their ability to have an outdoor wedding is contingent on the weather, becauseif it rains, they’ll have to move everything indoors.

the state of – condition; status; quality* The state of the natural environment seems to get worse every year.

finances – financial status; the amount of money that a company or organizationis making or losing* The company made more than four million dollars in sales last year, so its finances are very encouraging.

stumbling block – obstacle; something that makes it difficult or impossible to dosomething* Shane is very religious, but his girlfriend isn’t, and that difference is a hugestumbling block in their plans to get married.

to count on (something) – to depend on something; to rely on something; toknow without a doubt that something will happen or will be available* We’re all counting on you to make a great presentation at tomorrow’s meeting.

COMPREHENSION QUESTIONS1.  Why did the company want to do extensive due diligence?

a)  To replace the board of directors.

b)  To reject the takeover bid.

c)  To learn about the state of Shamrock’s finances.

2.  What does Lee mean by saying, “You can count on it”?

a)  Bruce can count the number of stumbling blocks.

b)  Bruce can do due diligence on Shamrock’s countable 10 finances.

c)  Bruce can trust her to call him when she has more information.

______________WHAT ELSE DOES IT MEAN?

offerThe word “offer,” in this podcast, means something that one says one will give toanother person in exchange for something else: “He will sell his boat towhomever makes the best offer on it.”  As a verb, “to offer” means to indicate thatone is willing to give something to someone or do something for someone: “Has anyone offered to help you drive to Wichita?”  Or, “If I see a pregnant woman onthe bus, I usually offer her my seat.”  An “offering” is the money that a persongives to a church: “How much of an offering do you leave every Sunday?” Finally, an “offering” is something that one gives to a god: “People of this religionused to kill animals as offerings for the Lord.”

to go forIn this podcast, the phrase “to go for (something)” means to agree to dosomething or to accept something: “Do you think they’ll go for our suggestion tolower the price?”  The phrase “go for it!” is used to encourage someone to dosomething that he or she isn’t sure about: “Should I apply to McQuillanUniversity?”  “Yes, go for it! I think you’ll have a very strong application.”  Thephrase “to go for (something)” can also mean to choose something: “I think I’ll gofor the chicken and rice dish.”  Finally, the phrase “to go for (someone orsomething)” can mean to be applicable to something: “Your sister can’t gooutside to play until she finishes her homework, and that goes for you, too!”

CULTURE NOTEA “corporate raid” is an “aggressive” (forceful and not timid) strategy thatbusinesses use to “get rid of” (eliminate) their competition.  In a normal hostiletakeover, Company A buys Company B and then operates it as part of Company A.  “In contrast” (showing the difference between two things), a corporate raid is a type of hostile takeover in which Company A buys Company B, but then sells Company B’s “assets” (anything that has value and can be sold).  When this happens, Company A has one fewer “competitor” (a company that anothercompany has to fight against for customers and profits).  Corporate raids work well when Company B has many assets but a very low stock price.

Corporate raids were “at their height” (at a maximum and extremely common) inthe 1970s and 1980s.  “A handful of” (a few) investors 11 became very good atbuying other companies and selling their assets.  One of the ways that they didthis was through the use of “junk bonds.”  A “bond” is a piece of paper that onebuys for a certain amount of money and then, one year or more in the future,gets that money back, plus some additional money.  Companies “issue” (giveout) bonds as a way to get people to lend money to them.  A “junk bond” is abond that has a very high “yield” (financial return, the amount of interest that canbe earned on an investment), but is also very risky 12.  The person who holds a junkbond might not get their money back if the company that issued the bond doespoorly.

Many people believe that corporate raids and the use of junk bonds are unfair,because they close businesses and cause “unemployment” (not enough jobs foreveryone who wants to work).

______________Comprehension Questions Correct Answers:  1 – c; 2 – c

COMPLETE TRANSCRIPTWelcome to English as a Second Language Podcast number 368: A CorporateTakeover.

This is English as a Second Language Podcast episode 368.  I’m your host, Dr.

Jeff McQuillan, coming to you from the Center for Educational Development inbeautiful Los Angeles, California.

Our website is eslpod.com.  On it, you can download a Learning Guide for this episode.  The Learning Guide contains all of the vocabulary, definitions, samplesentences, additional definitions, cultural notes, comprehension questions, and acomplete transcript 13 of everything we say on this episode.  If you’re looking for away to improve your English even faster, download the Learning Guide.

This episode is called “A Corporate Takeover.”  It’s a dialogue between Lee andBruce, talking about one company trying to buy another company.  Let’s getstarted.

[start of dialogue]

Lee:  Hello, Lee Williams.

Bruce:  Hi, Lee.  This is Bruce Eng.  The reason I’m calling is to find out if there is any news about your company’s takeover bid for Shamrock Corp.  It’s been aweek and I was wondering what’s happening.

Lee:  Hi, Bruce.  I’m glad you called.  I was just about to call you with an update. Here’s where we are.  The offer we made to Shamrock was rejected by the boardon Tuesday.  Our company’s board of directors has been meeting all week todecide the next course of action.

Bruce:  Is there any chance that this could turn into a hostile takeover? Lee:  There is a distinct possibility.  Our company is hoping to avoid that since wehad hoped to do extensive due diligence, but a hostile takeover may be the only option right now if we decide to move ahead with this.

Bruce:  Would the banks go for little or no due diligence?  I thought that theirsupport of the takeover bid was contingent on getting more information about thestate of Shamrock’s finances.  

Lee:  You’re right and that may be the stumbling block.

Bruce:  Okay, well, call me if you get more information. Lee:  I will.  You can count on it. [end of dialogue]

Our dialogue begins with Lee answering the telephone; she begins by saying,“Hello,” and then her name, “Lee Williams.”  Bruce says, “Hi, Lee.  This is BruceEng.  The reason I’m calling is to find out if there is any news about yourcompany’s takeover bid for Shamrock Corp.”  A “takeover bid” is when oneperson or one company tries to take control of another company, usually by buying its stocks.  “Shamrock Corp.” is short for “Shamrock Corporation.”  Brucesays, “It’s been a week and I was wondering what’s happening,” he wants toknow if there has been any changes.

Lee says, “I’m glad you called,” it’s a common thing to say when someone calls you, especially for a business reason, and you have information that you want togive them and perhaps were thinking of calling them also.  Lee says, “I’m gladyou called.  I was just about to call you with an update,” telling you the latestnews.  “Here’s where we are,” she says – here’s our current situation.  “The offerwe made to Shamrock was rejected by the board on Tuesday.”  The “offer,” inthis case, is what someone says they will give you in exchange for somethingelse; usually it’s an amount of money that you’re willing to pay for something. “Offer” has a lot of different meanings in English; take look at our Learning Guidefor some additional explanations.

The offer was “rejected,” meaning it was refused, it was denied; they said no tothe offer, they didn’t want it.  Lee says that her company’s board of directors has been meeting all week to decide the next course of action.  The “board ofdirectors” are the group of people who lead a company.  They make the mostimportant decisions, they select the president, and so forth 14.  “The next course ofaction” means simply the next thing that you plan to do – the next step.  It sounds a little bit more formal when you say “the next course of action.”

Bruce says, “Is there any chance that this could turn into a hostile (or hostile)takeover?”  (Either pronunciation is correct.)  Bruce is asking if there’s a chancethat this takeover bid – this offer to buy the company may become hostile.  Thatis, when a company is trying to buy another company but the other company doesn’t want to sell, if they have what we would call “publicly traded” stocks,meaning anyone in the public can own part of the company, then they can’t necessarily prevent another company from buying their stock and taking controlof the company.  That would be a hostile takeover, when the company doesn’twant to be bought.

Lee answers by saying, “There is a distinct possibility,” meaning something may happen or is likely to happen.  A “distinct possibility” – it seems possible.  Ourcompany,” she says, “is hoping to avoid that (to avoid a hostile takeover) sincewe had hoped to do extensive due diligence.”  “Extensive” means thorough, witha lot of detail, very complete.  “Due (due) diligence (diligence)” is a legal orbusiness term meaning the investigation and evaluation of a company’s financialstatus, about how they are doing.  “Due diligence” means you do a lot ofresearch.

“A hostile takeover,” Lee says, “may be the only option right now if we decide tomove ahead with this.”  “To move ahead” is a phrasal verb meaning to proceed,to continue to make progress, or simply to continue.  You’ll hear in many businesses, when you are talking about a project, “let’s move ahead with this.” “Let’s move ahead” – let’s continue with this project.

Bruce then asks, “Would the banks go for little or no due diligence?”  “To go forsomething” is a phrasal verb meaning to agree to do something, to agree with anidea, to accept something.  “Will he go for it?” means will he agree with it – will hedecide that it’s okay?  Bruce is asking if the banks would go for little or no duediligence.  He says, “I thought that their support of the takeover bid wascontingent on getting more information.”  “To be contingent” means to bedependent; something that will happen only if something else does or does nothappen.  It’s very common, when people sell their house in the United States, tomake the sale of or the purchase of another property contingent upon, orcontingent on the sale of their own property.  So I own a house; I want to buy adifferent house.  I make an offer to the owner of the other house, but I say, “I willonly buy your house if I sell my house first.”  That’s a contingency 15 offer; it is contingent on something else.

Bruce says that the takeover bid, he thought, was contingent upon the banks getting more information about the state of Shamrock’s finances.  The “state” ofsomething is the condition of something; it’s the status, how something is doing. Every January in the United States, the president must go before the Congress (the Senate and the House of Representatives meeting together) and give aState of the Union address.  This is a speech that the president is supposed touse to describe how the country is doing.  The “Union” would just be the union ofstates – the 50 states.  Governors have State of the State speeches for the same reason.  “Finances,” here, means financial status, the amount of money that acompany or organization is making or losing.

Lee says, “You’re right, that may be a stumbling block,” meaning the fact thatthey have done little or no due diligence would be a stumbling block for thebanks.  A “stumbling block” is an obstacle, something that makes it difficult orimpossible.  A stumbling block, here, is the fact that the company has not doneresearch – done due diligence on this takeover.  The banks may decide no, they will not support this takeover bid.

Bruce says, “Okay, well, call me if you get more information.”  Lee says, “I will. You can count on it.”  “To count on something” is a phrasal verb meaning todepend on something, or to rely on something.  To know without a doubt thatsomething will happen, that’s to count on something.  I can count on you, ourlistener, to support us here at ESL Podcast, to tell all of your friends – I hope!

Now let’s listen to the dialogue again, this time at a normal speed.

[start of dialogue]

Lee:  Hello, Lee Williams.

Bruce:  Hi, Lee.  This is Bruce Eng.  The reason I’m calling is to find out if there is any news about your company’s takeover bid for Shamrock Corp.  It’s been aweek and I was wondering what’s happening.

Lee:  Hi, Bruce.  I’m glad you called.  I was just about to call you with an update. Here’s where we are.  The offer we made to Shamrock was rejected by the boardon Tuesday.  Our company’s board of directors has been meeting all week todecide the next course of action.

Bruce:  Is there any chance that this could turn into a hostile takeover?

Lee:  There is a distinct possibility.  Our company is hoping to avoid that since wehad hoped to do extensive due diligence, but a hostile takeover may be the only option right now if we decide to move ahead with this.

Bruce:  Would the banks go for little or no due diligence?  I thought that theirsupport of the takeover bid was contingent on getting more information about thestate of Shamrock’s finances. Lee:  You’re right and that may be the stumbling block.

Bruce:  Okay, well, call me if you get more information. Lee:  I will.  You can count on it. [end of dialogue]

The script for this episode was written by Dr. Lucy Tse. From Los Angeles, California, I’m Jeff McQuillan.  Thanks for listening.  We’ll seeyou next time on ESL Podcast.

English as a Second Language Podcast is written and produced by Dr. Lucy Tse,hosted by Dr. Jeff McQuillan.  This podcast is copyright 2008.