問26
頻出度★★★
TOBの説明として, 適切なものはどれか。
平成25年度 秋期 ITパスポート試験 問26
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 26
- ア
正解 A TOB (Take-Over Bid, tender offer for shares) is a method of buying shares directly from shareholders without going through the stock exchange market, after announcing in advance the conditions of the purchase, such as the period, the number of shares, and the price, for purposes such as acquiring control of a company. Choice ア states exactly this disclosure of the three conditions together with the essence of a TOB, namely buying outside the market, so it is the correct answer. If a buyer quietly bought up large amounts on the market, the share price would surge and existing shareholders would suffer a disadvantage; the system is therefore designed to disclose the conditions and give all shareholders an equal opportunity to sell. Understanding it this way makes it easy to remember.
Incorrectイ
This describes an alliance (business partnership), and in particular a capital tie-up involving investment or cross-shareholding. It builds a cooperative relationship while both companies keep their independence, so it differs in both purpose and means from a TOB, which buys up shares in an open manner in order to acquire control of a company.
Incorrectウ
This describes an MBO (management buyout). It is a technique in which a company's own management buys the company's shares and becomes the owner-manager, and its distinguishing point is that the buyer is the management inside the company. A TOB, by contrast, is a term for the procedure and method of buying shares, and it does not limit who the buyer is (a TOB is sometimes used as the means of carrying out an MBO, but the two are different concepts).
Incorrectエ
This describes an LBO (leveraged buyout). It is a technique of borrowing funds secured on the assets or future cash flows of the company being acquired, so that the acquisition can be made with only a small amount of the buyer's own money; its focus is on how the acquisition funds are raised. That is a different thing from the TOB procedure of announcing the purchase conditions and buying shares outside the market.
ここがポイント
- TOB (take-over bid) = announcing the purchase period, number of shares, and price, then buying up shares outside the market in order to acquire control of a company or the like. The key point is that disclosing the conditions gives all shareholders an equal opportunity to sell.
- Telling M&A terms apart: an MBO is a buyout of a company by its own management, an LBO is an acquisition made with borrowing secured on the assets of the company being acquired, and an alliance (capital tie-up) is a cooperative relationship formed through investment or cross-shareholding. Organize how each differs from a TOB by asking who buys, how the funds are raised, and how the shares are bought.
用語