链男牛经海食多大学 高级商务英语阅读 Mike:What are the most important issues to address in planning a merger/acquisition? Garrard:It's very easy to underestimate the time and complexity of the activities you need to undertake here.It comes down to operational due diligence,cultural fit,financial due diligence and regulatory approval.Those things are fundamental,and form the basis of your evaluation. Mike:Are these easy tasks to resource?Obviously there are specialist law firms in regulatory matters and financial advisers for financial due diligence,but the operational and cultural issues must be harder. Garrard:In our business we outsource the legal,accounting and IT aspects,but we do the operational assessment.It's not easy,but it can be done.We have people who will go in and look at production processes,for instance,and give us advice about both the immediate outlook for improving those processes,and the longer-term integration potential with other operations. The first time you do this is definitely the hardest,but,like anything,it gets easier over time.I do think this is an internal competence you need to build up if you are going to have mergers/acquisitions as part of your overall strategy. Mike:Can you always get the information you need to do your pre-merger planning? Garrard:There are very real constraints on what you can accomplish prior to the actual event.In our case,there was some uncertainty about whether the deal was going to go through because of the ACCC and shareholder approvals required.After all,Ardmona was our competitor,so the employees and directors had legal obligations about what information they could disclose to us.I guess the message here is that,once the deal has been approved and these barriers can be put aside,don't waste any time in getting moving! Mike:You often hear it said the people issues are very challenging in a merger/acquisition.What's been your experience here? 第4页共7页高级商务英语阅读 Mike: What are the most important issues to address in planning a merger/acquisition? Garrard: It's very easy to underestimate the time and complexity of the activities you need to undertake here. It comes down to operational due diligence, cultural fit, financial due diligence and regulatory approval. Those things are fundamental, and form the basis of your evaluation. Mike: Are these easy tasks to resource? Obviously there are specialist law firms in regulatory matters and financial advisers for financial due diligence, but the operational and cultural issues must be harder. Garrard: In our business we outsource the legal, accounting and IT aspects, but we do the operational assessment. It's not easy, but it can be done. We have people who will go in and look at production processes, for instance, and give us advice about both the immediate outlook for improving those processes, and the longer-term integration potential with other operations. The first time you do this is definitely the hardest, but, like anything, it gets easier over time. I do think this is an internal competence you need to build up if you are going to have mergers/acquisitions as part of your overall strategy. Mike: Can you always get the information you need to do your pre-merger planning? Garrard: There are very real constraints on what you can accomplish prior to the actual event. In our case, there was some uncertainty about whether the deal was going to go through because of the ACCC and shareholder approvals required. After all, Ardmona was our competitor, so the employees and directors had legal obligations about what information they could disclose to us. I guess the message here is that, once the deal has been approved and these barriers can be put aside, don't waste any time in getting moving! Mike: You often hear it said the people issues are very challenging in a merger/acquisition. What's been your experience here? 第 4 页 共 7 页