The Key To Clarity And Power In Writing
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Structure The key to clarity and power in writing
Organizing thoughts into words, sentences and paragraphs
Words, the atoms of structure
Verbs and nouns Concrete vs abstract Specific vs vague Simple vs complicated Familiar vs unfamiliar Layman's terms vs jargon
Business & Finance Writing Summer 2009
2
Verbs and nouns Strong
verbs = strong sentences =
clarity The Platinum Futures fund outperformed bonds.
A fund that is composed of Platinum futures had performance that was better than bonds. Business & Finance Writing Summer 2009
3
Verbs = Communication Power Use
active verbs The swap trading book is the one that was closed by the broker on Friday. The swap trading book is the one that was closed by the broker on Friday. The broker closed the swap trading book on Friday. Business & Finance Writing Summer 2009
4
Nouns Importance Forty billion yen in bonds were sold today by Nippon Steel Corp. Nippon Steel Corp. sold 40 billion yen in 10-year bonds today.
Business & Finance Writing Summer 2009
5
Make it concrete Concrete
Abstract
rain debt money compatible borrowing costs low price
weather leverage funds synergistic interest rates cheap
Business & Finance Writing Summer 2009
6
Concrete makes it simple, specific Poor
weather may affect rice farmers’ earnings and leverage.
Less-than-usual
rain may reduce farmers’ profit and force them to borrow more.
Business & Finance Writing Summer 2009
7
Building blocks of story Dramatic
structure
--What, why --Evidence --Why we should care --What may happen in the future
Business & Finance Writing Summer 2009
8
due diligence Commerzbank AG, Landesbank BadenWuerttemberg and DSGV, the savings banks association, handed in offers for Landesbank Berlin Holding AG, the biggest lender in the German capital, said three people with knowledge of the sale. The three banks met today's deadline after conducting due diligence, according to the people, who did not give details and declined to be identified because the bids are not yet public.
Offers to purchase an asset are usually dependent on the results of due diligence analysis. This includes reviewing all financial records plus anything else deemed material to the sale.
Business & Finance Writing Summer 2009
9
poison pill
Describes a range of tactics used by public companies to avoid a hostile takeover. One example is the issuance of a preferred stock that gives shareholders the right to redeem their shares at a premium after the takeover. A strategy used by corporations to discourage a hostile takeover by another company. The target company attempts to make its stock less attractive to the acquirer. There are two types of poison pills: A "flip-in" allows existing shareholders (except the acquirer) to buy more shares at a discount. The "flip-over" allows stockholders to buy the 10 Business & Finance Writing Summer 2009 acquirer's shares at a discounted price after the
Private equity Private
equity Equity capital that made Permira, which said it expects the offer is to start by July and be completed by September, is acting through its Red & Black to companies or investors, Luxavailable SARL unit. The private-equity interest in Valentino follows TowerBrook Capital Partners LP's takeover of shoemaker Jimmy Choo but not Ltd. in February. quoted on a stock market. The funds raised through private equity can be used to develop new products and technologies, to expand working capital, to make acquisitions, or to strengthen a Business & Finance Writing Summer 2009
11
goodwill
Goodwill The company booked abtout 1.1 trillion yen ($9.4 billion) in An account that can be found in the assets goodwill, or the amount it paid above the market value of portion K.K.'s of a net company's sheet. Goodwill Vodafone assets, frombalance its purchase in April, the can often arise when one company is purchased Nikkei Financial reported, citing Kazuko Kimiwada, Softbank's accounting manager. Softbank by another company. Inbought Vodafone for 1.8 trillion yen. an acquisition, the amount paid for the company over book value usually accounts for the target firm's intangible assets. Goodwill is seen as an intangible asset on the balance sheet because it is not a physical asset such as buildings and equipment. Goodwill typically reflects the value of intangible assets such as a strong brand name, good customer relations, 12 & Finance Writing Summer 2009 good employeeBusiness relations and any patents or proprietary technology.
Greenmail
A spin-off of the term "blackmail", greenmail occurs when a large block of stock is held by an unfriendly company or raider, who then forces the target company to repurchase the stock at a substantial premium to destroy any takeover attempt. Nippon Steel Corp.'s poison-pill clauses favor management with few outside checks on its power, the Financial Times said today in its ``Lex'' column. The ``U.S.-style'' defenses are becoming more common in Japan after the government allowed them last year, the newspaper said. At Nippon Steel, four kinds of bidders, including greenmailers and asset-strippers, can be rejected without a shareholder vote, the newspaper said. The defense itself was implemented without stockholder approval, the column said. Many Japanese ``poison pills'' will ``jeopardize'' a company's ability to act efficiently, the Lex column said. Nippon Steel said yesterday it will work with two of its competitors to stop hostile takeover bids. Business & Finance Writing Summer 2009
13
Private equity Equity capital that is made available to companies or investors, but not quoted on a stock market. The funds raised through private equity can be used to develop new products and technologies, to expand working capital, to make acquisitions, or to strengthen a company's balance sheet.
Business & Finance Writing Summer 2009
14
Book value
The accounting value of a firm. It has two main uses: 1. It is the total value of the company's assets that shareholders would theoretically receive if a company were liquidated. 2. By being compared to the company's market value, the book value can indicate whether a stock is under- or overpriced.
Business & Finance Writing Summer 2009
15
Takeover bid When an acquiring company makes an offer to the target company's shareholders to buy the target company's shares in order to gain control of the business. Takeover bids can either be friendly or hostile. Business & Finance Writing Summer 2009
16
Leveraged buyout Takeover
of a company or controlling interest in a company using a significant amount of borrowed money, usually 70 percent or more of the total purchase price.
Business & Finance Writing Summer 2009
17
Discount The
amount below the market price by which a shareholder is willing to sell his stock, or an investor is willing to offer for it.
Business & Finance Writing Summer 2009
18
Premium The amount above the market price by which a shareholder is willing to sell his stock, or an investor is willing to offer for it.
Business & Finance Writing Summer 2009
19
Schott acquired Moritex via a takeover bid (TOB) in October 2008. Schott, the German-based industrial optical fiber maker acquired Moritex, the Japanese optical fiber maker, in April 2009. Schott, a Germany-based optical fiber maker, acquired Japanese rival Moritex in April 2009. When asking about the details of the due-dilligence on this recent TOB deal, Schott is attractive to Moritex, given its brand and sales channels, a Moritex source said, adding that Moritex used to have an issue with its frequent change of its major shareholders. Thus, Moritex chose a large-scaled Schott as a stable major shareholder in order to collaborate on the optical fiber business , the Moritex source continued. Schott gains the Moritex brand and distribution, while Moritex expects the transaction to give it a stable long-term ownership.
Business & Finance Writing Summer 2009
20
The market cap of Schott is about USD 10bn, but that of Moritex is just about USD 100m. Schott’s market cap is about USD 10bn, about 100 times Moritex’s USD 100mn. Schott does not have a strong market share on the machine vision system with the components such as optical lenses used for the semiconductor manufacturing equipment, which would generate a growing demand as the macro economics recovers, a Schott source said. However, Moritex was a global market leader on this business space, which was the main reason of the business partnership with Moritex, leading to the TOB deal, a Schott source said.
Business & Finance Writing Summer 2009
21
“That deal was synergetic and for the both Schott and Moritex,” a Japan-based sector analyst covering this sector said. Moritex, as a domestic-based company, would prospect a profit via gaining the global sales channel of Schott on its optical fiber products, he said, adding that Schott would enter into the Japan market on its optical fiber business where several Japanese players such as Hitachi and Toshiba dominate its market.
The optical fiber is the component such as lenses used for the LED and the semiconductor inspection equipment, according to the website of Moritex.
Business & Finance Writing Summer 2009
22
On 22nd May, USJ, running an amusement park “Universal Studio Japan” in Osaka, presented that a takeover bid was completed by a head of shareholders SG Investments, a group of Goldman Sachs. Goldman Sachs’ Japanese private equity unit acquired Osaka-based Universal Studios Japan on May 22 to attract more customers by improving the amusement park’s facilities. The takeover bid was implemented between 23rd March and 21st May. 98.8% of voting shares was made into it. USJ expects to be delisted from Tosho Mothers. Gren Kanpel, President of USJ, continues to be the position and lead the company. He will focus on growing a profit, by spending on the company’s facilities and attracting large number of customers.
Business & Finance Writing Summer 2009
23
On 19th May, Japan Airport Building presented to implement share-buy back scheme, limited to 22% (22,000,000 shares) issued stocks. After approval at the shareholders’ meeting, JAB will start stock buyback through a takeover bid. Macquarie Group, Australian investment fund, has owned 20% of the share as a head of shareholders. Macquarie expects to sell off all shares at the takeover bid.
Business & Finance Writing Summer 2009
24
An
amount per sharer is 1,000 yen and 4% premium more than the closing price on 19th. The date of TOB will be from 30th June to 28th July. The fund of purchasing shares will be supplemented with their own funds and debt payable.
Business & Finance Writing Summer 2009
25
Macquarie
has started to own the share of JAB since 2007, and acquired 19.9% at the end of March in 2008. On the other hand, since JAB has made a measurement against takeover bids, both have been deadlocked. According to the report of the big owners of shareholder, Macquarie will sell off the shares involving a loss at the average share acquired price 2,289 yen. Business & Finance Writing Summer 2009
26
Organizing thoughts into words, sentences and paragraphs
Words, the atoms of structure
Verbs and nouns Concrete vs abstract Specific vs vague Simple vs complicated Familiar vs unfamiliar Layman's terms vs jargon
Business & Finance Writing Summer 2009
2
Verbs and nouns Strong
verbs = strong sentences =
clarity The Platinum Futures fund outperformed bonds.
A fund that is composed of Platinum futures had performance that was better than bonds. Business & Finance Writing Summer 2009
3
Verbs = Communication Power Use
active verbs The swap trading book is the one that was closed by the broker on Friday. The swap trading book is the one that was closed by the broker on Friday. The broker closed the swap trading book on Friday. Business & Finance Writing Summer 2009
4
Nouns Importance Forty billion yen in bonds were sold today by Nippon Steel Corp. Nippon Steel Corp. sold 40 billion yen in 10-year bonds today.
Business & Finance Writing Summer 2009
5
Make it concrete Concrete
Abstract
rain debt money compatible borrowing costs low price
weather leverage funds synergistic interest rates cheap
Business & Finance Writing Summer 2009
6
Concrete makes it simple, specific Poor
weather may affect rice farmers’ earnings and leverage.
Less-than-usual
rain may reduce farmers’ profit and force them to borrow more.
Business & Finance Writing Summer 2009
7
Building blocks of story Dramatic
structure
--What, why --Evidence --Why we should care --What may happen in the future
Business & Finance Writing Summer 2009
8
due diligence Commerzbank AG, Landesbank BadenWuerttemberg and DSGV, the savings banks association, handed in offers for Landesbank Berlin Holding AG, the biggest lender in the German capital, said three people with knowledge of the sale. The three banks met today's deadline after conducting due diligence, according to the people, who did not give details and declined to be identified because the bids are not yet public.
Offers to purchase an asset are usually dependent on the results of due diligence analysis. This includes reviewing all financial records plus anything else deemed material to the sale.
Business & Finance Writing Summer 2009
9
poison pill
Describes a range of tactics used by public companies to avoid a hostile takeover. One example is the issuance of a preferred stock that gives shareholders the right to redeem their shares at a premium after the takeover. A strategy used by corporations to discourage a hostile takeover by another company. The target company attempts to make its stock less attractive to the acquirer. There are two types of poison pills: A "flip-in" allows existing shareholders (except the acquirer) to buy more shares at a discount. The "flip-over" allows stockholders to buy the 10 Business & Finance Writing Summer 2009 acquirer's shares at a discounted price after the
Private equity Private
equity Equity capital that made Permira, which said it expects the offer is to start by July and be completed by September, is acting through its Red & Black to companies or investors, Luxavailable SARL unit. The private-equity interest in Valentino follows TowerBrook Capital Partners LP's takeover of shoemaker Jimmy Choo but not Ltd. in February. quoted on a stock market. The funds raised through private equity can be used to develop new products and technologies, to expand working capital, to make acquisitions, or to strengthen a Business & Finance Writing Summer 2009
11
goodwill
Goodwill The company booked abtout 1.1 trillion yen ($9.4 billion) in An account that can be found in the assets goodwill, or the amount it paid above the market value of portion K.K.'s of a net company's sheet. Goodwill Vodafone assets, frombalance its purchase in April, the can often arise when one company is purchased Nikkei Financial reported, citing Kazuko Kimiwada, Softbank's accounting manager. Softbank by another company. Inbought Vodafone for 1.8 trillion yen. an acquisition, the amount paid for the company over book value usually accounts for the target firm's intangible assets. Goodwill is seen as an intangible asset on the balance sheet because it is not a physical asset such as buildings and equipment. Goodwill typically reflects the value of intangible assets such as a strong brand name, good customer relations, 12 & Finance Writing Summer 2009 good employeeBusiness relations and any patents or proprietary technology.
Greenmail
A spin-off of the term "blackmail", greenmail occurs when a large block of stock is held by an unfriendly company or raider, who then forces the target company to repurchase the stock at a substantial premium to destroy any takeover attempt. Nippon Steel Corp.'s poison-pill clauses favor management with few outside checks on its power, the Financial Times said today in its ``Lex'' column. The ``U.S.-style'' defenses are becoming more common in Japan after the government allowed them last year, the newspaper said. At Nippon Steel, four kinds of bidders, including greenmailers and asset-strippers, can be rejected without a shareholder vote, the newspaper said. The defense itself was implemented without stockholder approval, the column said. Many Japanese ``poison pills'' will ``jeopardize'' a company's ability to act efficiently, the Lex column said. Nippon Steel said yesterday it will work with two of its competitors to stop hostile takeover bids. Business & Finance Writing Summer 2009
13
Private equity Equity capital that is made available to companies or investors, but not quoted on a stock market. The funds raised through private equity can be used to develop new products and technologies, to expand working capital, to make acquisitions, or to strengthen a company's balance sheet.
Business & Finance Writing Summer 2009
14
Book value
The accounting value of a firm. It has two main uses: 1. It is the total value of the company's assets that shareholders would theoretically receive if a company were liquidated. 2. By being compared to the company's market value, the book value can indicate whether a stock is under- or overpriced.
Business & Finance Writing Summer 2009
15
Takeover bid When an acquiring company makes an offer to the target company's shareholders to buy the target company's shares in order to gain control of the business. Takeover bids can either be friendly or hostile. Business & Finance Writing Summer 2009
16
Leveraged buyout Takeover
of a company or controlling interest in a company using a significant amount of borrowed money, usually 70 percent or more of the total purchase price.
Business & Finance Writing Summer 2009
17
Discount The
amount below the market price by which a shareholder is willing to sell his stock, or an investor is willing to offer for it.
Business & Finance Writing Summer 2009
18
Premium The amount above the market price by which a shareholder is willing to sell his stock, or an investor is willing to offer for it.
Business & Finance Writing Summer 2009
19
Schott acquired Moritex via a takeover bid (TOB) in October 2008. Schott, the German-based industrial optical fiber maker acquired Moritex, the Japanese optical fiber maker, in April 2009. Schott, a Germany-based optical fiber maker, acquired Japanese rival Moritex in April 2009. When asking about the details of the due-dilligence on this recent TOB deal, Schott is attractive to Moritex, given its brand and sales channels, a Moritex source said, adding that Moritex used to have an issue with its frequent change of its major shareholders. Thus, Moritex chose a large-scaled Schott as a stable major shareholder in order to collaborate on the optical fiber business , the Moritex source continued. Schott gains the Moritex brand and distribution, while Moritex expects the transaction to give it a stable long-term ownership.
Business & Finance Writing Summer 2009
20
The market cap of Schott is about USD 10bn, but that of Moritex is just about USD 100m. Schott’s market cap is about USD 10bn, about 100 times Moritex’s USD 100mn. Schott does not have a strong market share on the machine vision system with the components such as optical lenses used for the semiconductor manufacturing equipment, which would generate a growing demand as the macro economics recovers, a Schott source said. However, Moritex was a global market leader on this business space, which was the main reason of the business partnership with Moritex, leading to the TOB deal, a Schott source said.
Business & Finance Writing Summer 2009
21
“That deal was synergetic and for the both Schott and Moritex,” a Japan-based sector analyst covering this sector said. Moritex, as a domestic-based company, would prospect a profit via gaining the global sales channel of Schott on its optical fiber products, he said, adding that Schott would enter into the Japan market on its optical fiber business where several Japanese players such as Hitachi and Toshiba dominate its market.
The optical fiber is the component such as lenses used for the LED and the semiconductor inspection equipment, according to the website of Moritex.
Business & Finance Writing Summer 2009
22
On 22nd May, USJ, running an amusement park “Universal Studio Japan” in Osaka, presented that a takeover bid was completed by a head of shareholders SG Investments, a group of Goldman Sachs. Goldman Sachs’ Japanese private equity unit acquired Osaka-based Universal Studios Japan on May 22 to attract more customers by improving the amusement park’s facilities. The takeover bid was implemented between 23rd March and 21st May. 98.8% of voting shares was made into it. USJ expects to be delisted from Tosho Mothers. Gren Kanpel, President of USJ, continues to be the position and lead the company. He will focus on growing a profit, by spending on the company’s facilities and attracting large number of customers.
Business & Finance Writing Summer 2009
23
On 19th May, Japan Airport Building presented to implement share-buy back scheme, limited to 22% (22,000,000 shares) issued stocks. After approval at the shareholders’ meeting, JAB will start stock buyback through a takeover bid. Macquarie Group, Australian investment fund, has owned 20% of the share as a head of shareholders. Macquarie expects to sell off all shares at the takeover bid.
Business & Finance Writing Summer 2009
24
An
amount per sharer is 1,000 yen and 4% premium more than the closing price on 19th. The date of TOB will be from 30th June to 28th July. The fund of purchasing shares will be supplemented with their own funds and debt payable.
Business & Finance Writing Summer 2009
25
Macquarie
has started to own the share of JAB since 2007, and acquired 19.9% at the end of March in 2008. On the other hand, since JAB has made a measurement against takeover bids, both have been deadlocked. According to the report of the big owners of shareholder, Macquarie will sell off the shares involving a loss at the average share acquired price 2,289 yen. Business & Finance Writing Summer 2009
26
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