問17
頻出度★★★
TOB の説明として, 適切なものはどれか。
平成22年度 春期 ITパスポート試験 問17
ストラテジ系経営戦略マネジメント › 経営戦略手法
This question's explanation and your answers so far.
解説
問 17
- ア
正解 The correct answer is ア. TOB stands for Take-Over Bid; in Japanese it is called kabushiki kokai kaitsuke, that is, a public tender offer for shares. The side that wants to acquire the company (the bidder) first announces conditions such as the purchase price, the purchase period, and the number of shares it intends to buy, through newspaper notices and the like, and then buys the shares directly from the unspecified large number of shareholders who hold that company’s stock, without going through the stock exchange market (that is, off-market). Because it is carried out with the conditions disclosed widely, ordinary shareholders are also given an equal opportunity to sell, and the market is informed of who is trying to collect shares and on what terms; that is its distinguishing feature. If the shares were bought up little by little on the market, the share price would rise and the cost of the acquisition would become impossible to predict, but with a TOB the price and the period are fixed in advance and the required number of shares can be secured in one go, so it is used as a means of acquiring management control (making the target a subsidiary) or of raising a shareholding ratio. The purchase price normally carries an addition over the market price (a premium) so that shareholders will tender their shares. Choice ア states exactly the two essentials of a TOB — announcing the price and the period, and buying up shares from an unspecified large number of shareholders — so it is appropriate.
Incorrectイ
This describes bringing another company under one’s control through the ownership of shares — in other words, a holding company, or a parent-subsidiary relationship. It states only the resulting state of control and does not touch on the means, that is, how the shares are acquired. TOB is a term for the concrete procedure used to buy up shares, not for the relationship of control itself, so this is wrong. Note that a TOB is sometimes used as a means of obtaining control, so the two stand in an end-and-means relationship.
Incorrectウ
This describes a share buyback (a company repurchasing its own shares). The buyer is the company itself, and what it buys is the stock it issued itself, which is a decisive difference from a TOB. A buyback is carried out in order to reduce the number of shares outstanding and thereby raise earnings per share (EPS), or to return surplus funds to shareholders, whereas a TOB collects another company’s shares in order to acquire management control; the aim and the object are different. The choice also says the shares are bought in at the market price, so it does not satisfy the TOB requirement that the price and the period be announced in advance.
Incorrectエ
This describes an MBO (Management Buyout). The buyer is the company’s own management, who buy up their company’s shares and make the ownership of the company theirs (in many cases they also delist it in order to gain independence). In a TOB the buyer is not limited to management: the word refers to the procedure of buying up shares widely from an unspecified large number of shareholders, so a description that restricts the actor to management is not the definition of a TOB. As the glossary listing MBO alongside TOB suggests, this choice is aimed at the confusion between these two terms. In practice a TOB is sometimes used as the means of carrying out an MBO, but the two are separate concepts.
ここがポイント
- TOB (take-over bid, a public tender offer for shares) = a procedure in which the purchase price, the purchase period, and the number of shares to be bought are announced in advance, and the shares are then bought up off-market from an unspecified large number of shareholders. It is used for the purpose of acquiring management control or raising a shareholding ratio, and a premium over the market price is normally added so that shareholders will tender. The two keywords for identifying it are “the conditions are announced” and “shares are bought up from an unspecified large number of holders”.
- The key is telling it apart from similar terms. An MBO is management buying up their own company’s shares to obtain ownership; a share buyback is a company repurchasing the shares it issued itself; a holding company controls other companies through the ownership of shares. A TOB is a term for the means — how the shares are bought up — rather than for who does the buying, and that is what distinguishes it from these.
用語