Meaning of Heiwa in Japanese

Heiwa is a Japanese word meaning peace or harmony. Learn more about its usage in Japanese below. Japanese Characters Ã¥ ¹ ³Ã¥â€™Å' (㠁 ¸Ã£ â€žÃ£â€š ) Example Translation Minna ga heiwa o negatte iru noni, doushite sensou wa nakunaranai no darou.㠁 ¿Ã£â€šâ€œÃ£  ªÃ£ Å'Ã¥ ¹ ³Ã¥â€™Å'ã‚’é ¡ËœÃ£  £Ã£  ¦Ã£ â€žÃ£â€šâ€¹Ã£  ®Ã£  «Ã£â‚¬ Ã£  ©Ã£ â€ Ã£ â€"㠁 ¦Ã¦Ë† ¦Ã¤ ºâ€°Ã£  ¯Ã£  ªÃ£  Ã£  ªÃ£â€šâ€°Ã£  ªÃ£ â€žÃ£  ®Ã£   Ã£â€š Ã£ â€ Ã£â‚¬â€š Translation: Everybody wishes for peace, but why doesnt the war stop?

The Declaration Of Independence By Elizabeth Cady Stanton

Oppressed and suffering from female discrimination, Women s Rights activist, Elizabeth Cady Stanton, wrote the declaration of Sentiments to declare independence for women from men. Stanton articulates how all men and women are created equal, in her declaration she outlines the injustices towards women by men in eighteen charges against the male dominant society. By modeling the declaration after Jefferson s Declaration of Independents she creates a patriotic tone in order to pursued all women and men, particularly Attendees at Seneca Falls Convention to fight for more Rights for women. Thomas Jefferson, wrote the Declaration of Independence after Americans had suffered under the controle by Great Britain in order to formally declare independence from Great Britian by the colonies. Modeling â€Å"A Decleration of Sentiments† after â€Å"The Decleration of Indapendents† Stanton is able to appeal to fundamental national morals; Stanton uses the pursuasuve appeals of ethos, pathos, and logos, to give a compelling argument for women s rights through illistartation of the injustices towards women in a male dominent society. Both the â€Å"Declaration of Sentiments† and the â€Å"Declaration of Independence† were written to pursuade an audience to change unjust laws. The purpose of both documents was to gain freedom from an tyrannical form of governement. The â€Å"Declaration of Sentiments† was written to illistarte the inequalities of women in hopes to alter the mindset ofShow MoreRelatedElizabeth Cady Stanton And The Declaration Of Independence Essay1894 Words   |  8 PagesOverview Principally authored by Elizabeth Cady Stanton and presented in Seneca Falls, New York on July 19, 1848 at the first Women’s Rights Convention, The Declaration of Sentiments outlined a series of grievances resulting from the marginalization of women and proposed eleven resolutions, arguing that women had the right to equality in all aspects of their lives. The Declaration generated widespread ridicule and even hostility particularly from religious leaders and members of the press and evenRead MoreThe Original Riot Grrrls By Elizabeth Cady Stanton1385 Words   |  6 Pageshave taken control of their opinions and used their strong-will to make the necessary changes in American society. During the Seneca Falls Convention, Elizabeth Cady Stanton exclaimed in her address, â€Å"The right is ours. The question now is: how shall we get possession of what rightfully belongs to us,† (Stanton). The leaders, Elizabeth Cady Stanton and Lucretia Mott of the Seneca Falls Convention , along with other female leaders, displayed civil disobedience, provided powerful lectures, and organizedRead MoreEssay on Elizabeth Cady Stantons Fight for Equality 1252 Words   |  6 PagesElizabeth Cady Stanton was not just a mother, daughter, feminist, and writer; but she is the woman who changed the lives of women everywhere by fighting for equality. Stanton lived a normal childhood, but one that motivated her to never give up hope in reaching her goal. A quick background of her life will help better understand why she became such a powerful woman’s rights activist. Also, what she accomplished that changed history and how it still affects us today in 2011. I will also express myRead MoreElizabeth Cady Stanton s Declaration Of Sentiments And Resolutions Essay1405 Words   |  6 PagesA Call to Women, a Call to All Elizabeth Cady Stanton fought tirelessly against inequality between men and women, an issue that still plagues this nation. From her first address to her last, Elizabeth was the voice of the women’s rights movement. She lectured across the nation and publically debated the unjust laws of her day (â€Å"Elizabeth Cady Stanton†¦Ã¢â‚¬ ). Two of her more prominent and potent speeches were â€Å"Declaration of Sentiments and Resolutions† and â€Å"Solitude of Self†. These speeches served asRead MoreSeneca Falls The First Women s Rights Convention937 Words   |  4 Pageswomen’s rights convention in the United States. The convention took place at the Wesleyan Chapel in Seneca Falls, NY, on July 19, 1848 (Seneca Falls Convention Begins). This convention was organized by two abolitionist named Lucretia Mott and Elizabeth Cady Stanton with the help of Martha Wright, Mary Ann McClintock, and Jane Hunt. They posted the announcement in the Seneca County Couri er on July 14, 1848. The message said â€Å"A Convention to discuss the social, civil, and religious conditions and rightsRead MoreSeneca Falls Research Paper1471 Words   |  6 Pageswomen. Women such as Elizabeth Cady Stanton and Lucretia Coffin Mott helped to kickstart the innovative ideas produced before and through the convention. The Wesleyan Methodist Church in Seneca Falls was the site of the first womens rights convention in the United States. The meeting took place on July 19-20, 1848.1 On the first day, only women were permitted to speak, and men joined in on the second day.2 The convention was really started by Elizabeth Cady Stanton. Stanton was born in JohnstownRead MoreGrace Kirby. Trahan. English 8. 3/22/17. Elizabeth Cady904 Words   |  4 PagesGrace Kirby Trahan English 8 3/22/17 Elizabeth Cady Stanton and the Fight for Women’s Rights In the early 1800 s women were expected to stay in the home and care for the children. They were not allowed to vote or own property. The women were also expected to care for their husband’s needs. When a woman entered into marriage she lost her rights to speak for herself and she could not work for wages outside the home. A shift in the societal environment for women started with an idea of equality whichRead More Comparing Elizabeth Stanton’s Declaration of Sentiments and The Women’s Bible2339 Words   |  10 PagesElizabeth Cady Stanton’s Declaration of Sentiments and The Women’s Bible      Ã‚  Ã‚   Elizabeth Cady Stanton was one of the most renowned women to lead campaigns for women’s rights. Her efforts were focused on opportunities for women, for married women’s property rights, the right to divorce, and the right to custody of children; her most radical demand was for women’s right to vote (Davidson and Wagner-Martin 845). In general Stanton wished to instill independence and self-reliance in all womenRead MoreElizabeth Cady Stanton s Declaration Of Sentiments1249 Words   |  5 PagesMy paper will include Elizabeth Cady Stanton and what made her set out to start the Women s Rights Movement with her friend Susan B Anthony. Elizabeth became an early leader for the women s rights movements, writing the â€Å"Declaration of Sentiments† as a sign for equal rights for women.In every soul there is bound up some truth and some error, and each gives to the world of thought what no other one possesses.—Cousin. Elizabeth Cady Stanton was born on November 12, 1815 in Johnstown New York.Read MoreEffects Of Oppression On African Americans740 Words   |  3 Pagesâ€Å"What the Slave is the Fourth of July† in which he said, â€Å"The rich inheritance of justice, liberty, prosperity, and independence, bequeathed by your fathers, is shared by you, not by me.† (Douglass 290) Furthermore, Douglass is stating that not everyone got the liberty that and independence that others did, as well as their family and friends. Justice, liberty, prosperity, and independence only applied to white people, not African Americans. Again, this is one of the many reasons why Douglass faced oppression

Frostbite Chapter 16 Free Essays

string(99) " Dragomir princess to bring her dhampir friend to this highly anticipated, invitation-only dinner\." Sixteen LISSA FOUND ME LATER IN the day. I’d fallen asleep after Mason left, too dejected to leave the bed. Her slamming of the door jolted me awake. We will write a custom essay sample on Frostbite Chapter 16 or any similar topic only for you Order Now I was happy to see her. I needed to spill about the fumbled thing with Mason, but before I could, I read her feelings. They were as troubled as mine. So, as always, I put her first. â€Å"What happened?† She sat on her bed, sinking into the feather duvet, her feelings both furious and sad. â€Å"Christian.† â€Å"Really?† I’d never known them to fight. They teased each other a lot, but it was hardly the kind of thing that could nearly bring her to tears. â€Å"He found out†¦ I was with Adrian this morning.† â€Å"Oh, wow,† I said. â€Å"Yeah. That might be a problem.† Standing up, I walked over to the dresser and found my brush. Wincing, I stood in front of the gilt-framed mirror and began brushing out the snarls acquired during my nap. She groaned. â€Å"But nothing happened! Christian’s freaking out over nothing. I can’t believe he doesn’t trust me.† â€Å"He trusts you. The whole thing’s just weird, that’s all.† I thought about Dimitri and Tasha. â€Å"Jealousy makes people do and say stupid things.† â€Å"But nothing happened,† she repeated. â€Å"I mean, you were there and- hey, I never found out. What were you doing there?† â€Å"Adrian sent me a bunch of perfume.† â€Å"He- you mean that giant box you were carrying?† I nodded. â€Å"Whoa.† â€Å"Yeah. I came to return it,† I said. â€Å"The question is, what were you doing there?† â€Å"Just talking,† she said. She started to light up, on the verge of telling me something, but then she paused. I felt the thought almost reach the front of her mind and then get shoved back. â€Å"I’ve got a lot to tell you, but first tell me what’s up with you.† â€Å"Nothing’s up with me.† â€Å"Whatever, Rose. I’m not psychic like you, but I know when you’re pissed off about something. You’ve been kind of down since Christmas. What’s up?† Now wasn’t the time to get into what had happened on Christmas when my mom told me about Tasha and Dimitri. But I did tell Lissa the story about Mason- editing out why I had stopped- and simply driving home how I had. â€Å"Well†¦Ã¢â‚¬  she said when I finished. â€Å"That was your right.† â€Å"I know. But I kind of led him on. I can see why he’d be upset.† â€Å"You guys can probably fix it, though. Go talk to him. He’s crazy about you.† It was more than miscommunication. Things with Mason and me couldn’t be patched up so easily. â€Å"I don’t know,† I told her. â€Å"Not everyone’s like you and Christian.† Her face darkened. â€Å"Christian. I still can’t believe he’s being so stupid about this.† I didn’t mean to, but I laughed. â€Å"Liss, you guys’ll kiss and make up in like a day. More than kiss, probably.† It slipped out before I could stop it. Her eyes widened. â€Å"You know.† She shook her head in exasperation. â€Å"Of course you know.† â€Å"Sorry,† I said. I hadn’t meant to let her know I knew about the sex thing, not until she told me herself. She eyed me. â€Å"How much do you know?† â€Å"Um, not much,† I lied. I’d finished brushing my hair but began playing with the brush’s handle in order to avoid her eyes. â€Å"I have got to learn to keep you out of my mind,† she muttered. â€Å"Only way I can ‘talk’ to you lately.† Another slipup. â€Å"What’s that supposed to mean?† she demanded. â€Å"Nothing †¦ I†¦Ã¢â‚¬  She was giving me a sharp look. â€Å"I†¦ I don’t know. I just feel like we don’t talk as much anymore.† â€Å"Takes two to fix that,† she said, voice kind again. â€Å"You’re right,† I said, not pointing out that two could fix that only if one wasn’t always with her boyfriend. True, I was guilty in my own way of locking things up- but I had wanted to talk to her a number of times lately. The timing just never seemed to be right- not even now. â€Å"You know, I never thought you’d be first. Or I guess I never thought I’d be a senior and still be a virgin.† â€Å"Yeah,† she said dryly. â€Å"Me either.† â€Å"Hey! What’s that supposed to mean?† She grinned, then caught sight of her watch. Her smile fell. â€Å"Ugh. I’ve got to go to Priscilla’s banquet. Christian was supposed to go with me, but he’s off being an idiot†¦.† Her eyes focused hopefully on me. â€Å"What? No. Please, Liss. You know how I hate those formal royal things.† â€Å"Oh, come on,† she begged. â€Å"Christian flaked out. You can’t throw me to the wolves. And didn’t you just say we needed to talk more?† I groaned. â€Å"Besides, when you’re my guardian, you’ll have to do these things all the time.† â€Å"I know,† I said darkly. â€Å"I thought I could maybe enjoy my last six months of freedom.† But in the end, she conned me into going with her, as we’d both known she would. We didn’t have much time, and I had to do a rush shower, blow-dry, and makeup job. I’d brought Tasha’s dress on a whim, and while I still wanted her to suffer horribly for being attracted to Dimitri, I was grateful for her present now. I pulled on the silken material, happy to see the shade of red was just as killer on me as I’d imagined. It was a long, Asian-style dress with flowers embroidered into the silk. The high neck and long hem covered a lot of skin, but the material clung to me and looked sexy in a different kind of way than showing a lot of skin did. My black eye was practically nonexistent by now. Lissa, as always, looked amazing. She wore a deep purple dress by Johnna Raski, a well-known Moroi designer. It was sleeveless and made of satin. The tiny amethyst-like crystals set into the straps sparkled against her pale skin. She wore her hair up in a loose, artfully styled bun. When we reached the banquet room, we drew a few eyes. I don’t think the royals had expected the Dragomir princess to bring her dhampir friend to this highly anticipated, invitation-only dinner. You read "Frostbite Chapter 16" in category "Essay examples" But hey, Lissa’s invite had said â€Å"and guest.† She and I took our places at one of the tables with some royals whose names I promptly forgot. They were happy to ignore me, and I was happy to be ignored. Besides, it wasn’t like there weren’t plenty of other distractions. This room was done all in silver and blue. Midnight blue silk cloths covered the tables, so shiny and smooth that I was terrified to eat on them. Sconces of beeswax candles hung all over the walls, and a fireplace decorated with stained glass crackled away in one corner. The effect was a spectacular panorama of color and light, dizzying to the eye. In the corner, a slim Moroi woman played soft cello music, her face dreamy as she focused on the song. The clinking of crystal wineglasses complemented the strings’ low, sweet notes. Dinner was equally amazing. The food was elaborate, but I recognized everything on my plate (china, of course) and liked all of it. No foie gras here. Salmon in a sauce of shiitake mushrooms. A salad with pears and goat cheese. Delicate almond-stuffed pastries for dessert. My only complaint was that the portions were small. The food seemed more like it was there to simply decorate the plates, and I swear, I finished it in ten bites. Moroi might still need food along with their blood, but they didn’t need as much as a human- or, say, a growing dhampir girl- needed. Still, the food alone could have justified me coming along on this venture, I decided. Except, when the meal ended, Lissa told me we couldn’t leave. â€Å"We have to mingle,† she whispered. Mingle? Lissa laughed at my discomfort. â€Å"You’re the social one.† It was true. In most circumstances, I was the one who put myself out there and wasn’t afraid to talk to people. Lissa tended to be shyer. Only, with this group, the tables were turned. This was her element, not mine, and it amazed me to see just how well she could interact with royal high society now. She was perfect, polished and polite. Everyone was eager to talk to her, and she always seemed to know the right thing to say. She wasn’t using compulsion, exactly, but she definitely put out an air that drew others to her. I think it might have been an unconscious effect of spirit. Even with the meds, her magical and natural charisma came through. Whereas intense social interactions had once been forced and stressful for her, she now conducted them with ease. I was proud of her. Most of the conversation stayed pretty light: fashion, royal love lives, etc. No one seemed to want to spoil the atmosphere with ugly Strigoi talk. So I clung to her side for the rest of the night. I tried to tell myself it was just practice for the future, when I’d follow her around like a quiet shadow anyway. The truth was, I just felt too uncomfortable with this group and knew my usual snarky defense mechanisms really weren’t useful here. Plus, I was painfully aware that I was the only dhampir dinner guest. There were other dhampirs, yes, but they were in formal guardian mode, hovering on the periphery of the room. As Lissa worked the crowd, we drifted over to a small group of Moroi whose voices were growing louder. One of them I recognized. He was the guy from the fight that I’d helped break up, only this time he wore a striking black tuxedo instead of a swimsuit. He glanced up at our approach, blatantly checked us out, but apparently didn’t remember me. Ignoring us, he continued on with his argument. Not surprisingly, Moroi protection was the topic. He was the one who’d been in favor of Moroi going on the offensive against the Strigoi. â€Å"What part of ‘suicide’ don’t you understand?† asked one of the men standing nearby. He had silvery hair and a bushy mustache. He wore a tux too, but the younger guy looked better in one. â€Å"Moroi training as soldiers will be the end of our race.† â€Å"It’s not suicide,† exclaimed the young guy. â€Å"It’s the right thing to do. We have to start looking out for ourselves. Learning to fight and use our magic is our greatest asset, other than the guardians.† â€Å"Yes, but with the guardians, we don’t need other assets,† said Silver Hair. â€Å"You’ve been listening to non-royals. They don’t have any guardians of their own, so of course they’re scared. But that’s no reason to drag us down and put our lives at risk.† â€Å"Then don’t,† said Lissa suddenly. Her voice was soft, but everyone in the little group stopped and looked at her. â€Å"When you talk about Moroi learning how to fight, you make it sound like an all-or-nothing matter. It’s not. If you don’t want to fight, then you shouldn’t have to. I completely understand.† The man looked slightly mollified. â€Å"But, that’s because you can rely on your guardians. A lot of Moroi can’t. And if they want to learn self-defense, there’s no reason why they shouldn’t do it on their own.† The younger guy grinned triumphantly at his adversary. â€Å"There, you see?† â€Å"It’s not that easy,† countered Silver Hair. â€Å"If it was just a matter of you crazy people wanting to get yourselves killed, then fine. Go do it. But where are you going to learn all these so-called fighting skills?† â€Å"We’ll figure the magic out on our own. Guardians will teach us actual physical fighting.† â€Å"Yes, see? I knew that was where this was going. Even if the rest of us don’t take part in your suicide mission, you still want to strip us of our guardians to train up your pretend army.† The young guy scowled at the word pretend, and I wondered if more fists would fly. â€Å"You owe it to us.† â€Å"No, they don’t,† said Lissa. Intrigued gazes turned her way again. This time, it was Silver Hair who regarded her triumphantly. The younger guy’s features flushed with anger. â€Å"Guardians are the best battle resources we have.† â€Å"They are,† she agreed, â€Å"but that doesn’t give you the right to take them away from their duty.† Silver Hair practically glowed. â€Å"Then how are we supposed to learn?† demanded the other guy. â€Å"The same way guardians do,† Lissa informed him. â€Å"If you want to learn to fight, go to the academies. Form classes and start at the beginning, the same way the novices do. That way, you won’t be taking guardians away from active protection. It’s a safe environment, and the guardians there specialize in teaching students anyway.† She paused thoughtfully. â€Å"You could even start making defense part of the standard curriculum for Moroi students already there.† Astonished stares fell on her, mine included. It was such an elegant solution, and everyone else around us realized it. It gave no party 100 percent of its demands, but it met most in a way that didn’t really harm the other side. Pure genius. The other Moroi studied her with wonder and fascination. Suddenly, everyone started talking at once, excited about the idea. They drew Lissa in, and soon there was a passionate conversation going on about her plan. I got shuffled to the edges and decided that was just fine. Then I retreated altogether and sought out a corner near a door. Along the way, I passed a server with a tray of hors d’oeuvres. Still hungry, I eyed them suspiciously but saw nothing that looked like the foie gras from the other day. I gestured to one that looked like some sort of braised, rare meat. â€Å"Is that goose liver?† I asked. She shook her head. â€Å"Sweetbread.† That didn’t sound bad. I reached for it. â€Å"It’s pancreas,† said a voice behind me. I jerked back. â€Å"What?† I squeaked. The waitress took my shock for rejection and moved on. Adrian Ivashkov moved into my line of sight, looking immensely pleased with himself. â€Å"Are you messing with me?† I asked. â€Å"‘Sweetbread’ is pancreas?† I don’t know why that shocked me so much. Moroi consumed blood. Why not internal organs? Still, I repressed a shudder. Adrian shrugged. â€Å"It’s really good.† I shook my head in disgust. â€Å"Oh, man. Rich people suck.† His amusement continued. â€Å"What are you doing here, little dhampir? Are you following me around?† â€Å"Of course not,† I scoffed. He was dressed to perfection, as always. â€Å"Especially not after all the trouble you’ve gotten us into.† He flashed one of his tantalizing smiles, and despite how much he annoyed me, I again felt that overwhelming urge to be near him. What was up with that? â€Å"I don’t know,† he teased. He looked perfectly sane now, exhibiting no trace of the weird behavior I’d witnessed in his room. And yeah, he looked a lot better in a tuxedo than any guy I’d seen in there so far. â€Å"As many times as we keep seeing each other? This is, what, the fifth time? It’s starting to look suspicious. Don’t worry, though. I won’t tell your boyfriend. Either of them.† I opened my mouth to protest, then remembered he’d seen me with Dimitri earlier. I refused to blush. â€Å"I only have one boyfriend. Sort of. Maybe not anymore. And anyway, there’s nothing to tell. I don’t even like you.† â€Å"No?† asked Adrian, still smiling. He leaned toward me, like he had a secret to share. â€Å"Then why are you wearing my perfume?† This time, I did blush. I took a step back. â€Å"I’m not.† He laughed. â€Å"Of course you are. I counted the boxes after you left. Besides, I can smell it on you. It’s nice. Sharp†¦but still sweet- just like I’m sure you are deep down inside. And you got it right, you know. Just enough to add an edge†¦but not enough to drown your own scent.† The way he said â€Å"scent† made it sound like a dirty word. Royal Moroi might make me uncomfortable, but smartass guys hitting on me didn’t. I dealt with them on a regular basis. I shook off my shyness and remembered who I was. â€Å"Hey,† I said, tossing my hair back. â€Å"I had every right to take one. You offered them. Your mistake is in assuming me taking one means anything. It doesn’t. Except that maybe you should be more careful with where you dump all that money of yours.† â€Å"Ooh, Rose Hathaway is here to play, folks.† He paused and took a glass of what looked like champagne from a passing waiter. â€Å"You want one?† â€Å"I don’t drink.† â€Å"Right.† Adrian handed me a glass anyway, then shooed the waiter away and took a drink of the champagne. I had a feeling it wasn’t his first of the night. â€Å"So. Sounds like our Vasilisa put my dad in his place.† â€Å"Your †¦Ã¢â‚¬  I glanced back at the group I’d just left. Silver Hair still stood there, gesticulating wildly. â€Å"That guy’s your dad?† â€Å"That’s what my mom says.† â€Å"You agree with him? About how Moroi fighting would be suicide?† Adrian shrugged and took another sip. â€Å"I don’t really have an opinion on that.† â€Å"That’s not possible. How can you not feel one way or another?† â€Å"Dunno. Just not something I think about. I’ve got better things to do.† â€Å"Like stalk me,† I suggested. â€Å"And Lissa.† I still wanted to know why she’d been in his room. He smiled again. â€Å"I told you, you’re the one following me.† â€Å"Yeah, yeah, I know. Five times- † I stopped. â€Å"Five times?† He nodded. â€Å"No, it’s only been four.† With my free hand, I ticked them off. â€Å"There was that first night, the night at the spa, then when I came to your room, and now tonight.† The smile turned secretive. â€Å"If you say so.† â€Å"I do say so†¦Ã¢â‚¬  Again, my words trailed off. I had talked to Adrian one other time. Sort of. â€Å"You can’t mean †¦Ã¢â‚¬  â€Å"Mean what?† A curious, eager expression lit his eyes. It was more hopeful than presumptuous. I swallowed, recalling the dream. â€Å"Nothing.† Without thinking about it, I took a drink of champagne. Across the room, Lissa’s feelings burned back to me, calm and content. Good. â€Å"Why are you smiling?† Adrian asked. â€Å"Because Lissa’s still over there, working that crowd.† â€Å"No surprise there. She’s one of those people who can charm anyone she wants if she tries hard enough. Even people who hate her.† I gave him a wry look. â€Å"I feel that way when I talk to you.† â€Å"But you don’t hate me,† he said, finishing the last of his champagne. â€Å"Not really.† â€Å"I don’t like you either.† â€Å"So you keep saying.† He took a step toward me, not threatening, just making the space between us more intimate. â€Å"But I can live with that.† â€Å"Rose!† The sharpness of my mother’s voice cut through the air. A few people within earshot glanced over at us. My mother- all five angry feet of her- stormed up to us. How to cite Frostbite Chapter 16, Essay examples

Euro takeover free essay sample

Euro Takeover 2005 A six†party simulation of takeover contests Case Structure †¢ Six teams Role Company Name Case Number Target HoogenFood N.V. UVA-F1497 Raider Finance Mondiale S.A. UVA-F1498 LBO Sponsor Lanza E Compagnia UVA-F1499 White Knight Alimentos Globales UVA-F1500 Bank Omni Bank PLC UVA-F1501 Bank Euroland Bank A.G. UVA-F1502 Case Structure Euroland Bank Omni Bank Financing Of E2.5b Financing Of E2.5b LBO Raider Tender offer E70/shr Owns 8.3% has E6b capital Target Food Div. Chemical Div. Operates company Owns 10% Target management Own 60%+ shrs Arbitrageurs Potential Synergy Friends, CEOs sit on each others’ boards White Knight 1 Case Schedule †¢ Week 7 – Team Meeting – Valuation †¢ Week 8 – Valuation report due before negotiation Valuation report due before negotiation – Negotiation between teams †¢ Week 9 – Case report due – Teams presentation – Discussion Valuation †¢ Target – What is your reservation price, i.e. lowest price willing to accept? †¢ Bidders (Raider, LBO, W.K.) ( , , ) – What is your walkway price, i. We will write a custom essay sample on Euro takeover or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page e. highest price willing to pay? †¢ Banks – Credit rating, interest rate – Lending limit Structure Credit Analysis †¢ Evaluate post†merger credit worthiness – Statutory vs. subsidiary merger – Post merger cash flow †¢ How much synergy to include? How much synergy to include? – Post merger debt level 2 Capital Structure †¢ Senior Debt – – – – Term loans Revolving credit Collateralized with assets On Bank’s book No more than certain % of total amount (typically 60%) No more than certain % of total amount (typically 60%) †¢ Mezzanine or subordinate debt – Uncollateralized – Higher interest – Often sold to bond investors, Banks off the hook †¢ Equity – Investment from bidder Statutory vs. subsidiary merger †¢ In a statutory merger †¢ EBIT(DA) Cov. = Tgt .EBIT ( DA ) ï€ « Bidder .EBIT ( DA ) Int . fromTgt .ExistingDe bt ï€ « Int . fromBidder .ExistingDe bt ï€ « Int . fromNewDeb tFinancing †¢ In a subsidiary merger †¢ EBIT(DA) Cov. = Tgt _ EBIT ( DA ) Int . from _ Tgt _ Existing _ Debt ï€ « Int . from _ New _ Debt _ Financing What if you buy only one division? Negotiation †¢ During a preset block of time period – Ending represents the expiration of Raider’s offer – Other teams have to submit public offers to SH – Arbitrageurs decide who gets the target Arbitrageurs decide who gets the target †¢ Written agreements †¢ Confidentiality 3 Dutch Auction †¢ Teams often wait until last minute to submit their offer and then outbid rivals by a small increment. †¢ If this happens we will use a Dutch Auction to If this happens, we will use a Dutch Auction to avoid time†consuming biddings. – Every team submit a confidential offer to instructor – Highest bidder buys the target at the second highest bid Final Presentation Original objectives and valuation Strategies Eventual outcome Decisions you have to make in the negotiation and how you make the decision †¢ Lessons and experiences †¢ Questions and critique of other teams †¢ †¢ †¢ †¢ Corrections †¢ Several numbers in the PDF print out of the exhibits are incorrectly linked. Use the Excel file I provide, which has the corrected numbers. numbers †¢ LBO firm’s commitment letter is from Euroland Bank rather than Omni Bank 4