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Kurume Institute of Technology NTT Docomo Kyushu Branch and Development of Self-Driving Wheelchair Fukuoka Prefecture

 
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NTT has announced that it will make DoCoMo a wholly owned subsidiary, and it is expected that some announcement will be made after November 11, the deadline for the tender offer by NTT.
 

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Takeover bid

Takeover bidWhat is (Turnip)?Ltd. Ofstock"Purchase period, number of shares purchased, price"Wei  CeAnd an unspecified number ofShareholderIt is a system to buy stocks, etc. outside the stock market.日本では公開買付けをTender offer in JapanTOBIt is often called (take-over bid).

Overview

The tender offer is for the purpose of seizing management rights, etc.Stock certificateOr capital securities, which is a method of publicly announcing the purchase of securities outside the market at a fixed price within a certain period of time.[1].

A third partyAcquisition,subsidiaryIt is often implemented for the purpose of acquiring management rights of the target company, such as conversion.Another is "own stock" that is distributed in the market (Treasury stock) May be used to purchase[2].

The tender offer system is in place to protect investors and maintain order in securities trading.[1]..株式公開買付制度を導入している国には、アメリカ、イギリス、フランス、ドイツ、日本などがあるがその内容は異なるCountries that have introduced the tender offer system include the United States, United Kingdom, France, Germany, and Japan, but the contents are different.[1].

Depending on the amount of the tender offer, the target companyDelistedMay become.例えばFor exampleTokyo Stock ExchangeIn the case of, the listing standard is that the shareholding ratio does not exceed 90%, so if you purchase an amount that violates this standard, the target company will be delisted.

There is also the idea of ​​increasing the corporate value of the parent company by incorporating a company with growth potential into a wholly owned subsidiary or internal business division.Management buyout In many cases, the tender offer for (MBO) etc. is intentionally delisted.

In Japan, the tender offer is often abbreviated as TOB, but this is in English.takeover bidIs the etymology.However, the abbreviation TOB is not often used in English-speaking countries.When writing accurately in English newspapers, it is often spelled in full spelling as takeover bid, or bid without takeover is often used as an abbreviation. This is because bid has the meaning of an application for purchase.In American English, there is also the expression tender offer, and in the world of investment banking, the phrase tender offer or public tender offer is more appropriate.

Tender Offer in Japan

in JapanFinancial Instruments and Exchange ActThe (former Securities and Exchange Law) has adopted a compulsory tender offer system that requires a tender offer in certain cases.[1].

Specifically, according to Article 27-2 of the Financial Instruments and Exchange ActSecurities reportCo., Ltd., etc. that are obliged to submitStock exchangeToListing"Stock certificates, etc."[3]More than a certain number of "purchases, etc." outside the market by persons other than the issuer[4]As a general rule, it is stipulated that the tender offer must be made in such cases.

The tender offer stipulated in the Act is divided into "tender offer of shares, etc. by a person other than the issuer" and "tender offer of listed share certificates, etc. by the issuer" depending on the implementing entity.

The purpose of the compulsory tender offer is to disclose information regarding the transfer of management rights.Shareholder equality principle, Is said to be in three equal distributions.

In implementation, the conditionsNews (Chinese)ToWei  CeAndFinance BureauThe procedure for notification to is required.During the implementation, the shares cannot be purchased except by this method.

Article 27-2 to Article 27-22-4 of the Financial Instruments and Exchange Act for the method of tender offer and disclosure method for tender offer, and Article 167 of the same law for prohibited acts of related parties such as the Tender Offeror. Each is specified.

History

The tender offer system was introduced in Japan in 1971 (Showa 46), and became almost the current system in 1990 (Heisei 2).[1].

Based on the interpretation that it does not matter if the voting rights later acquire more than one-third of the shares in the market.Live door TSEBefore the start of tradingOvertime tradingでNippon Broadcasting System, Inc.Acquired 29.5% of the shares and held 35% of the issued shares as a group (February 2005).Murakami FundIs used both inside and outside the marketHanshin Electric Railway Reflecting on the acquisition of 38% of the shares (October 2005), due to the revision of the Securities and Exchange Law in 10, even in-market transactions were purchased through off-auction trading (overtime trading) of stock exchanges such as ToSTNet. Later, if the shareholding ratio exceeds one-third, it will have to be tendered.

Due to the effects of these riots, the government ordinance that came into effect on December 2006, 18 acquired more than 12% outside the market and more than 13% in total within three months. However, if the ownership ratio exceeds one-third, a tender offer is obligatory.

procedure

Public Notice to Start Tender Offer

Those who have to purchase stock certificates, etc. through a tender offer must give public notice of the start of the tender offer (Article 27-3 of the Financial Instruments and Exchange Act).

Submission of Tender Offer Notification Form by Tender Offeror

The person who has made the public notice of the start of the tender offer (the tender offerer) must submit to the Prime Minister the documents stating the purchase conditions, etc. and the attached documents (Tender Offer Notification Form) specified by the Cabinet Office Ordinance. (Article 27-3 of the Financial Instruments and Exchange Act).

Tender purchase period

The tender offer period is from the date of the public notice of the start of the tender offer to the last day of the period of the tender offer, etc. (including the extended period if extended) (Financial Instruments and Exchange Act, Article 27-5).The tender offer period must be 20 days or more and 60 days or less from the date of the public notice of the start of the tender offer (Article 8 of the Financial Instruments and Exchange Act Enforcement Ordinance).

Submission of Opinion Statement by Tender Offeror

Tender offerStock certificateEtc., the issuer started the tender offerWei  CeWithin 10 business days from the date of the Tender Offer, an opinion statement report stating the prescribed matters such as opinions regarding the Tender OfferPrime MinisterMust be submitted to (Article 27-10 of the Financial Instruments and Exchange Act).

Opinion statement reportThe significance of this is to protect investors and improve the credibility of the securities market by clarifying the position of the tender offer by disclosing the opinions regarding the tender offer by the issuer of the share certificates, etc. to be tendered. It can be said that it is to secure.

Those who are obliged to submit will prepare three opinion statement reports in Form No. 4 and prepare them.Kanto Finance BureauIt must be submitted to the chief and also sent to the Tender Offeror.

The items to be stated in the opinion statement report are as follows.

  1. Tender Offeror's name or name and address or address
  2. Content and basis of opinion regarding the Tender Offer
  3. Contents of the resolution of the board of directors or the resolution of the board of directors who decided the opinion
  4. Number of Share Certificates, etc. Related to the Tender Offer and Number of Voting Rights Related to the Share Certificates, etc. Owned by the Officer of the Issuer
  5. If the Tender Offeror or its special parties promise to provide profits to the officers of the issuer, the details of the profits
  6. The issuer's financial and business policy decisions are governed by an inappropriate person in light of the basic policy on the ideal state of the person who controls the issuer's financial and business policy decisions (Article 127 of the Companies Act Enforcement Regulations). If you are taking measures to prevent this from happening (introduction of takeover defense measures, etc.), the details
  7. If there are any matters that can be stated in the law, such matters
    1. Questions for the Tender Offeror
    2. Request for extension of the period of purchase, etc. stated in the public notice of the start of the tender offer and the reason

* The extension of the period is limited to the case where the period of the purchase, etc. is shorter than the period specified by Cabinet Order, and can be extended to the period specified by Cabinet Order.

The Prime Minister will make the statement of opinion available for public inspection.

  • The period for public inspection is from the day after the last day of the tender offer period to the day when five years have passed.
    • The Prime Minister must be available for public inspection on EDINET during the above period.
    • The submitter of the opinion report should make a copyHead officeOr it must be kept in the main office for public inspection.
    • Stock exchangeMust keep a copy in its office for public inspection.

Withdrawal of Tender Offer and Cancellation of Contract by Tender Offeror

As a general rule, the Tender Offeror cannot withdraw the Tender Offer after giving public notice of the start of the Tender Offer (Financial Instruments and Exchange Act, Article 27-11 text).

However, in the following cases, the Tender Offeror can withdraw in exceptional cases (Financial Instruments and Exchange Law, Article 27-11, proviso).

  • Significant changes in the business or property of the issuer of the share certificates, etc. subject to the Tender Offer or its subsidiaries and other circumstances that seriously hinder the achievement of the purpose of the Tender Offer (limited to those specified by Cabinet Order and made public) When a condition that the purchase may be withdrawn, etc.) occurs.
  • When the Tender Offeror decides to start bankruptcy proceedings or any other important change in circumstances specified by a Cabinet Order.

The "circumstances that seriously hinder the achievement of the purpose of the tender offer" that occurred in the former target company refer to the following circumstances.However, the items listed in 1 to 3 are excluded as minor items that meet the standards specified by the Cabinet Office Ordinance (Article 14 of the Financial Instruments and Exchange Act Enforcement Ordinance).

  1. The organization that decides the business execution of the Target Company or its Subsidiaries (Subsidiaries stipulated in Article 2, Item 3 of the Companies Act) has decided to carry out the following matters.
    1. Stock exchange
    2. Stock transfer
    3. Company split
    4. merger
    5. Dissolution (excluding dissolution due to merger)
    6. Petition for bankruptcy proceedings, rehabilitation proceedings or rehabilitation proceedings
    7. Decrease in the amount of capital
    8. Transfer, transfer, suspension or abolition of all or part of the business
    9. Application for delisting of stock certificates, etc. on financial instruments exchanges
    10. Application for cancellation of registration of stock certificates, etc. to the Authorized Financial Instruments Business Association
    11. Offer under the provisions of Article 74, Paragraph 5 of the Deposit Insurance Law
    12. Split of shares or investment units
    13. Allotment of shares or stock acquisition rights (limited to those made without making new payments)
    14. Issuance of shares, stock acquisition rights, corporate bonds with stock acquisition rights or investment units (other than 12. and 13.)
    15. Disposal of treasury stock (meaning treasury stock prescribed in Article 113, Paragraph 4 of the Companies Act) (other than 13.)
    16. For shares that have already been issued, make different provisions regarding the matters listed in Article 108, Paragraph 1, Item 8 or 9 of the Companies Act.
    17. Disposal or transfer of important property
    18. Large amount of debt
    19. Matters similar to the matters listed in 1. to 18. The tender offerer specified in the public notice of the start of the tender offer and the tender offer notification form.
  2. The institution that decides the business execution of the Target Company has made the following decisions according to the following cases (limited to those announced after the public notice date of the start of the tender offer).
    1. On the day of the public notice of the start of the tender offer, the institution that decides the execution of business of the Target Company will reduce the share certificate ownership ratio of the Tender Offeror by more than the ratio specified by the Cabinet Office Ordinance after the Tender Offer. (Limited to those made after the last day of the period of the purchase, etc. pertaining to the Tender Offer) If the decision has already been made and the content of the decision has been announced, the decision shall be made. Decision to maintain
    2. On the day of the public notice of the start of the tender offer, the Target Company or its subsidiaries relate to two or more types of shares with different contents, with different provisions regarding the matters listed in Article 108, Paragraph 1, Item 8 or 9 of the Companies Act. If a stock certificate, etc. is issued, the decision not to change the different provisions
  3. The following facts have occurred to the Target Company (limited to those that occurred after the date of the public notice of the start of the tender offer).However, in cases 1, 3, 5, and 7, this does not apply when the purchaser and its special parties have made the purchase.
    1. A petition for a provisional disposition order for injunction of business or other similar disposition has been filed.
    2. The license was revoked, the business was suspended, and other similar dispositions were made by the administrative agency.
    3. A petition or notification of bankruptcy proceedings, rehabilitation proceedings, rehabilitation proceedings, or execution of corporate security interest has been made by a person other than the subject.
    4. Non-delivery of bills or checks (limited to those due to lack of funds to be paid) or suspension of transactions by the clearing house.
    5. Suspended from a major business partner (meaning a business partner whose sales or purchases in the previous fiscal year are XNUMX% or more of the total sales or total purchases).
    6. Damage caused by a disaster
    7. An action has been filed for a property claim.
    8. Delisting of stock certificates (only when delisting on all financial instruments exchanges on which the stock certificates are listed)
    9. Cancellation of registration of share certificate (limited to cases where registration is canceled by all licensed financial instruments business associations that have registered the share certificate (except when the share certificate is listed))
    10. Facts similar to the facts listed in 1 to 9 specified by the Tender Offeror in the Tender Offer Start Announcement and Tender Offer Notification Form
  4. The day before the last day of the tender offer period when the acquisition of share certificates, etc. requires permission, approval, approval or similar items (hereinafter referred to as "permissions, etc." in this item) of the administrative agency based on other laws and regulations. By then, the permission, etc. could not be obtained.
  5. Others specified by Cabinet Office Ordinance as equivalent to the preceding items

The latter "change in important circumstances specified by Cabinet Order" that occurred to the Tender Offeror refers to the following circumstances.

  1. Death
  2. Having been judged to start guardianship.
  3. Dissolution
  4. Having received a decision to start bankruptcy proceedings, a decision to start rehabilitation proceedings, or a decision to start rehabilitation proceedings.
  5. A petition or notification for the commencement of bankruptcy proceedings, rehabilitation proceedings, rehabilitation proceedings, or execution of corporate security interest has been made by a person other than the Tender Offeror and its special related parties.
  6. There was a non-payment.

If the Tender Offer is to be withdrawn, the public notice of the withdrawal of the Tender Offer and the reasons for the withdrawal of the Tender Offer must be made by the last day of the Tender Offer Period. (If the public notice cannot be made by the deadline, the content to be stated in the public notice will be announced and then the public notice will be given immediately.)

A person who has made a public notice or public notice must submit a document (notification of withdrawal of tender offer) stating the contents of the public notice to the Prime Minister on the day of the public notice or public notice.The significance of the Tender Offer Withdrawal Notification Form is that, in principle, the Tender Offeror who withdraws the Tender Offer, which cannot be withdrawn, clarifies the reason, thereby protecting investors and improving the reliability of the securities market. It can be said that it is to secure.

  • If the Tender Offeror is the issuer, use Form No. 3Tender Offer Withdrawal Notification FormMust be prepared and submitted to the Director of the Kanto Finance Bureau.
  • If the Tender Offeror is not the issuer, three Tender Offer Withdrawal Notifications must be prepared in Form No. 5 and submitted to the Director of the Kanto Finance Bureau.

The content of the report isFinancial Services AgencyElectronic Disclosure / Submission SystemEDINETIt is obligatory to submit electronically through the website, which can be viewed via the web server set up by the agency.Finance Bureau,Stock exchange, In some cases your ownWebsiteToPDFIt may be registered in the form of a file.

The withdrawal of the Tender Offer will take effect only when the public notice is given (when the public notice is given and when the public notice is given, when the public notice is given).

Tender Offer in the UK

The UK also has a compulsory tender offer system, in which the acquirer alone or jointly acquires 30% or more of the shares of the acquiree (public company) or 30% to 50% of the voting rights of the acquiree. If the holder of the% is to acquire the shares independently or jointly, he / she must make a tender offer to purchase all of the issued shares in cash.[5][6]..また、買取価格規制がありその買付価格は公開買付けの発表前12か月の間に買付者が当該株式を取得していた場合には、そのいずれの価格も下回ってはならないとされているIn addition, there are purchase price restrictions, and if the purchaser has acquired the shares within XNUMX months prior to the announcement of the tender offer, the purchase price must not fall below any of the prices. Are[5][6].

In the UK, unlike the regulatory approach of takeover defense measures in the United States and Japan, while imposing a compulsory tender offer system and purchase price restrictions on the acquirer side, in principle it is prohibited for the acquiree side to hinder the acquisition. Trying to balance[6].

Tender Offer in the United States

The compulsory tender offer system is not adopted in the US Securities and Exchange Law, etc.[5][6]..ただし、以下の要件が存在する場合にはTOB規制の対象となりうるHowever, it may be subject to TOB regulation if the following requirements exist:[5][6].

  1. When actively and widely working with general shareholders[5]
  2. Acquisition of shares, etc. at a considerable rate[5]
  3. Acquisition of shares, etc. above the market price[5]
  4. If you are offering a non-negotiable price[5]
  5. When the condition of the minimum number of shares to be acquired is attached[5]
  6. If it is valid only for a certain period[5]
  7. If there seems to be selling pressure[5]
  8. When implemented before or at the same time as the rapid stock accumulation[5]

Friendly TOB and hostile TOB

Friendly TOB

A corporate acquisition carried out with the approval of the management of the company to be acquired isFriendly takeover (friendly takeover), And the tender offer in that caseFriendly TOB (friendly bid or offer).In a friendly TOB, management recommends that shareholders accept the purchase, saying it is a "reasonable purchase price."Also, after the acquisition, the former management team often remains in management.友好的TOBでは、買付け価格を競り上げる圧力が十分でないので、買付け価格がIn a friendly TOB, the purchase price is high because there is not enough pressure to bid up the purchase price.Stock marketIt is cheaper than the price of, and it is easy for other shareholders to complain about the validity of the price.

Management buyout The tender offer is also used in (MBO). In an MBO, management will represent the interests of both the seller and the buyer, as management will set up a company to buy on the one hand and become a seller on the other.そのため、売り手の利益を十分に代弁しないTherefore, it does not fully represent the profits of the seller.Conflict of interestIt has been pointed out that there is a high possibility of violating the purchase price, and the validity of the purchase price is often a problem in MBO.

Hostile TOB

A friendly takeover bid without the approval of managementHostile acquisition (hostile takeover), And the tender offer in that case,Hostile TOB (hostile bid of offer).In a hostile takeover bid, management will take countermeasures against takeovers and advise shareholders not to accept the purchase because the purchase price is low.In hostile takeover bids, the purchase price is often raised.However, if the purchase price is set high enough, management may decide to stop resistance and accept the acquisition.

As a countermeasure against the acquisition of management,Knight of Hakuba (white knights) May be avoided due to a merger or underwriting of new shares by a third friendly company.There are also tactics in which the target company threatens to buy the company it is trying to buy, and tries to discourage the acquisition.this is"Pacman DefenseIs called.このほか自社の重要資産を他企業に営業譲渡することで買収する側からみた「買付けする価値」自体を失わしめ買収意欲を削ごうとすることがあるIn addition, by transferring the business of the company's important assets to another company, the "value to buy" itself from the perspective of the acquirer may be lost and the willingness to acquire may be discouraged.[7]..Doing this on a large scaleScorched earth operation".

Various takeover countermeasures have been developed in the United States, but in the United Kingdom, instead of strictly operating the tender offer system itself, it remains neutral without taking countermeasures against the owners of the companies targeted for acquisition (neutral). There is an idea of ​​seeking (obligation).For example, in the United Kingdom there is a private sector self-regulation known as "".The code requires those who seek to acquire 30% or more of their voting rights to apply for a purchase (compulsory application) to all other shareholders and to pay the consideration in cash. There is.As a result, the buyer needs to prepare cash to purchase all the unacquired shares.This is believed to curb easy acquisitions.

Case of tender offer

Friendly TOB

  • Acom - Mitsubishi UFJ Financial GroupIs implemented (08/09 / 16-08 / 10/21) → Established.Made a consolidated subsidiary.
  • Japanese vehicle manufacturing - Tokai passenger railwayIs carried out (08/08/15)
  • Nippon Broadcasting System, Inc. - Fuji Television(Current:Fuji Media Holdings) Is carried out (05/01/17)
  • VodafoneJapanese corporation[8] --Softbank (currently:Softbank Group) Implemented (06/04/04) A case where an unlisted company was subject to TOB regulations.At the time of the tender offer, Vodafone Japan (formerly J-PHONE) was an unlisted company, but it was once listed (until 05/08/01).[9]..Relisted after changing its trade name to Softbank (18/12/19)[10].
  • Hanshin Electric Railway - Hankyu Holdings (currently Hankyu Hanshin Holdings)Is carried out (06/05/30)
  • Skylark --Nomura Principal Finance, managementMBOImplemented as (06/06/09).DelistedAfter (06/09/19), re-listed (14/10/09)[11].
  • Kirin Beverage -Of parent companyKirin Beer(Current:Kirin Holdings)が実施 (06/05/12) → 東証1部上場子会社の完全子会社化の事例。株式交換方式により完全子会社化(06/10/01) 上場廃止(06/08/11)
  • Mitsubishi Shindoh - Mitsubishi MaterialsIs carried out (06/07/31)
  • Tsutsunaka Plastic Industry -Of parent companySumitomo BakeliteがTOBで東証1部上場子会社の完全子会社化目的に実施(06/10/01) → 完全買収完了後、株式交換で完全子会社化(07/03/01) その後合併・解散(07/07/01)
  • Clarion - Hitachi, Ltd.が実施(06/10/25) 14%出資から1æ ª230円で応募株をすべて買いつけ。63.66%(06/11/30)→ その後、07/01 クラリオンは日立子会社で同業中堅のXanavi InformaticsTo merge
  • Sumisho Lease --For the reorganization of the leasing industrySumitomo Corporation(06/10/31) → Successful. Merged with Sumitomo Mitsui Banking Corporation in 07 to become Sumitomo Mitsui Finance & Lease.
  • Mercian --Kirin Brewery (currently Kirin Holdings) implemented (06/11/17) (the largest shareholder and cognate)AjinomotoAlso applied for this TOB).After that, Kirin HD will carry out TOB again, and Mercian will become a wholly owned subsidiary of Kirin HD.
  • Sun Telephone-US Dalton Investments buys additional shares (06/10/19) 1 yen per share.Investment ratio increase 1100% ⇒ 31.4% MBO proposed → After that, Japan Industrial Partners (MizuhoA joint venture between the US and Bain Capital, which also serves as an MBO, as a friendly fund (06/12/21) 07/05 Delisted
  • Mitsubishi Corporation-affiliated food-related sector 3 companies --Sequentially implemented around the second half of 2007.実施した会社はThe company that implemented itJapanese Kentucky Fried Chicken(KFCJoint venture with),Nippon Food Kako(CPCJoint venture with),Nitto Fuji milling(Former Nitto Flour Milling,Former Sankyo GroupMerged with a flour milling company (formerly Fuji Milling Co., Ltd.).Since then, MC will be the opportunity to increase the frequency of TOB implementation by affiliated and affiliated companies in the Mitsubishi Group.
  • Hitachi GroupFive companies-Hitachi (5/09/08) Hitachi, which posted a large deficit in its 20 financial results, decided to make five companies wholly owned subsidiaries and delist them as part of the group reorganization. Three of the five companies are IT-related.The five target companies and the purchase price are as follows.Hitachi Software Engineering(Current:Hitachi Solutions) 1 yen per share,Hitachi Plant Technologies1 yen per share,Hitachi Maxell1 yen per share,Hitachi Information Systems1 yen per share,Hitachi Systems & Services(Currently: Hitachi Solutions) 1 yen per share.After that, Hitachi Soft, Hitachi Information Systems, and Hitachi Systems became wholly owned subsidiaries of Hitachi, Ltd. on 2,150/10/02, and Hitachi Plant and Hitachi Maxell became wholly owned subsidiaries on 01/10/04.
  • Nakai - AxusConducted (09/03/20)
  • Solan - IT Holdings Is carried out (09/12/16)
  • Panasonic Electric Worksas well as the Sanyo Electric - Panasonic(10/08/23) Panasonic made a TOB in 2004 (the company name at that time was Matsushita Electric Works) and Sanyo once in 2009 to make it a subsidiary.Both companies will be delisted due to this TOB, and will become a wholly owned subsidiary of Panasonic by April 2011 through a subsequent share exchange.
  • Promise- Sumitomo Mitsui Banking CorporationIs carried out (11/10 / 18-11 / 11/30).Promise has been delistedSumitomo Mitsui Financial GroupWholly owned subsidiary ofSMBC Consumer Finance Co., Ltd.It became.
  • Circle K Thanks --The largest shareholderUni(12/02 / 17-12 / 04/02) 1 yen per share Circle K Sunkus will become a wholly owned subsidiary of UNY.
  • Miyachi Technos (currently:Amada Miyachi) - AmadaIs implemented (13/02 / -13 / 03) → Established.Miyachi Technos was delisted and became a consolidated subsidiary of Amada, after which the company name was changed to Amada Miyachi.
  • NJK - NTT DataIs carried out. In 2010, we conducted the first TOB and acquired 1%, making it a consolidated subsidiary. NJK was delisted after making a second TOB in 50.02 and making it a wholly owned subsidiary.
  • FamilyMart --The largest shareholderITOCHU Corporationが実施(20/07/09) → 成立(20/08/25)。出資比率を50.1%から65.71%に引き上げた。その後、伊藤忠商事は臨時株主総会での決議を経て、残りの株についても取得し、完全子会社化(上場廃止)した(20/11/12)[12][13].
  • Shimachu -In October 2020DCM HoldingsAgreed to accept the takeover bid and integrate the business with the company[14],laterNitori HoldingsAnnounced a counter-TOB at a higher price than DCM[15].. In November, Shimachu announced that it would withdraw its agreement with DCM and accept Nitori's proposal.[16]。このため、当初の友好的TOBと敵対的TOBの相手が途中で入れ替わり、DCMホールディングス(20/10/05-20/12/11 1æ ª4,200円)とニトリホールディングス(20/11/16-20/12/28 1æ ª5,500円)とが競る形になったが、結局ニトリ側が島忠株の77.04%を取得してTOBが成立した[17][18].
  • Toa Oil --The largest shareholder for the purpose of making it a wholly owned subsidiaryIdemitsu KosanIs carried out (20/12/15)[19] → Extension of period (21/01/29)[20].. → Failure (21/02/16).The number of shares applied did not reach the lower limit of the number of shares to be purchased.It is believed that the US investment management company, which was a major shareholder of Toa Oil Co., Ltd., bought more shares after the takeover bid was announced, and the stock price continued to exceed the TOB price.[21].

Hostile TOB

  • Japanese technology development - Yumeshin HoldingsImplemented (05/07/20) → Failed.Knight of HakubaAfter becoming a subsidiary of Eight Consultant, the two companies merged and became a new integrated company.EJ HoldingsBecame a business subsidiary of.
  • Origin Toshu - Don Quixoteとion(06/01/16) (06/01/31) → Sold to Aeon, the knight of Hakuba, and sold the shares held by Don Quijote to Aeon (06/07/27)
  • Hokuetsu Paper Mill --Oji Paper (currentlyPrince holdings) Is implemented (06/08/02) → Failure.Mitsubishi CorporationIs the largest shareholder,Nippon Paper Group Inc.-Daio papermakingTo the top shareholders
  • Akeboshi food - RiceFundsSteel Partners Japan 2006Conducted on October 18, 10. Propose MBO 27 yen per share → Failure.Aiming to acquire all shares, but no application (November 1, the same year).この動きに対抗して、同業者で業界トップでライバルでもあるIn response to this move, it is also the industry's top and rival in the same industry.Nissin Food(Current:Nissin Foods Holdings) Has been implemented as a knight of Hakuba since November 11th of the same year. Acquired until December 16th of the same year with no upper limit at 1 yen per share.Steel also applied and got 870%.結果として翌As a result the next2007(19) Delisted on March 3, becoming a wholly owned subsidiary of Nissin.
  • Bulldog sauce --Implemented by Steel Partners Japan (2007/5/18) → Failed.Steel Partners has been identified by the Tokyo District Court as an "abuse takeover" in a takeover defense case taken by Bull-Dog Source.
  • Solid Group Holdings --Ken Enterprise (SFCG(Parent company) implemented (2007/10/31) → Success.株式の半数近くを所有していたOwned nearly half of the sharesLehman Brothers SecuritiesIt was successful due to the entrainment of.
  • Descente - ITOCHU Corporation(19/01/31) → Success (19/03/14).Conducted by BS Investment Co., Ltd., a subsidiary of ITOCHU Corporation.Acquired a 40% stake in Descente.
  • Pentel[8] - KOKUYOWas implemented (19/11/15) → failed (19/12/13).白馬の騎士のKnight of HakubaplusAcquired a majority stake in Pentel[22].
  • Maeda Road - Maeda Construction Industry(20/01/20) → Success (20/03/13).議決権所有割合は51.29%となり、前田建設工業の連結子会社となるVoting rights ownership ratio will be XNUMX%, becoming a consolidated subsidiary of Maeda Corporation[23].
  • Unizo Holdings - HISAnnounces the intention of TOB, but Unizo opposes it.After that, investment fund Fortress announced the TOB as a knight of Hakuba, and H.I.S. withdrew.In addition, US Blackstone announces a TOB that exceeds the purchase price of Fortress.Chitosea Investment, which was jointly established by Unizo employees and Lone Star, a US investment fund, announced a takeover bid (19/12/22).その後、各買い付け者が買い付け価格の引き上げ・買い付け期間の延長を繰り返しAfter that, each buyer repeatedly raises the purchase price and extends the purchase period.[24], The acquisition by Chitosea investment was confirmed (20/04/03).上場企業でIn a listed companyEBOSeems to be the first to hold[25].
  • Otoya Holdings - Coro wideImplemented (20/07/10)[26]..Extension of the purchase deadline and reduction of the lower limit of the planned purchase number (20/08/25)[27].. → Success (20/09/09).出資比率を19.16%から46.77%に引き上げたIncreased stake from XNUMX% to XNUMX%[28].

footnote

[How to use footnotes]
  1. ^ a b c d e Nobutatsu Hattori, "Practical M & A Management," Toyo Keizai, 2004, p. 87.
  2. ^ After purchasing treasury stock, it will be canceled or converted into treasury stock.
  3. ^ Stock certificate,Stock acquisition rightSecurities, corporate bonds with stock acquisition rights, securities or deeds issued by foreigners that have the properties of these securities, etc.Depositary receipts..However, stock certificates without voting rights are excluded. (You can understand that)
  4. ^ PaidTransferそ の 他.
  5. ^ a b c d e f g h i j k l Nobutatsu Hattori, "Practical M & A Management," Toyo Keizai, 2004, p. 96.
  6. ^ a b c d e "Tetsuya Kamiyama "Legal Regulations and Enforcement System for M & A in the UK"”. Nomura Capital Markets Research Institute. 2018/9/13Browse.
  7. ^ This important assetcrown Called (crown jewels).
  8. ^ a b Unlisted company (at the time of the tender offer).
  9. ^ "Notice regarding delisting of our shares”. Vodafone KK (created on June 2005, 6). 2019/12/22Browse.
  10. ^ "Listed on Softbank, closing price 1282 yen 15% below the public price”. Nihon Keizai Shimbun (created on September 2018, 12). 2019/12/22Browse.
  11. ^ "Skylark re-listed, initial price is 1200 yen, second place in eating out at market capitalization”. Nihon Keizai Shimbun (created on September 2014, 10). 2019/12/22Browse.
  12. ^ "Itochu establishes TOB for FamilyMart-to strengthen competitiveness by delisting". Bloomberg.com (September 2020, 8). 2020/8/25Browse.
  13. ^ "FamilyMart delisted with the establishment of ITOCHU TOB". Newsletter (September 2020, 11). 2020/11/15Browse.
  14. ^ "Notice regarding the start of the tender offer to Shimachu Co., Ltd. and the conclusion of a business integration agreement with the company". DCM Holdings Co., Ltd. (October 2020, 10)
  15. ^ Notice regarding the start of tender offer for stock certificates, etc. of Shimachu Co., Ltd. (Securities code: 8184)(April 2020, 10 Nitori Holdings Co., Ltd.)
  16. ^ "Notice regarding business integration with Nitori Holdings, Inc.”. Shimachu (November 2020, 11)
  17. ^ Notice regarding the result of the tender offer for Shimachu Co., Ltd. common stock(December 2020, 12 DCM Holdings Co., Ltd.)
  18. ^ Notice regarding the result of the tender offer for the shares of Shimachu Co., Ltd. and the transfer of subsidiaries(April 2020, 12 Nitori Holdings Co., Ltd.)
  19. ^ "Idemitsu becomes a wholly owned subsidiary of TOB at Toa Oil Co., Ltd.". Nihon Keizai Shimbun (September 2020, 12). 2021/2/16Browse.
  20. ^ "Idemitsu extends TOB to Toa Oil US fund buys more shares". Reuters Communications(July 2021, 1). https://jp.reuters.com/article/idemitsu-toa-tob-idJPKBN29Y0RR 2021/2/16Browse. 
  21. ^ "Idemitsu's Toaishi TOB failed, the planned lower limit not reached-US fund holds 25%". Bloomberg.com (September 2021, 2). 2021/2/16Browse.
  22. ^ "KOKUYO fails to buy Pentel Plus camp has a majority stake". Current affairs dot comJiji Press (March 2019, 12). 2019/12/13Browse.
  23. ^ Maeda Corporation: Establishing a hostile takeover bid for Maeda Road-holding 51.29% of voting rights Bloomberg August 2020, 3
  24. ^ Information BOX: Unizo TOB movement, Chitosea investment price raised to 6000 yen Reuters April 2020, 3
  25. ^ The last laugh that Corona changed in the Unizo battle ... Asahi Shimbun November 2020, 4
  26. ^ "Notice Regarding the Start of Tender Offer for Ootoya Holdings Co., Ltd. (Securities Code: 2705)". Coro Wide Co., Ltd. (September 2020, 7). 2020/9/9Browse.
  27. ^ "Colowide, lowering the lower limit of TOB extension to Ootoya HD". Reuters Communications(July 2020, 8). https://jp.reuters.com/article/colowide-ootoya-idJPKBN25L13Y 2020/9/9Browse. 
  28. ^ "TOB established for Ootoya HD Colowide acquires 47% stake". Kyodo News (September 2020, 9). 2020/9/9Browse.

Related books

  • Tokyo Stock Exchange "Introduction to Japanese Securities Market" Toyo Keizai, 2004
  • Hiroshi Fukumitsu・ Hajime Takahashi, "Basic Securities Market Theory," Dobunkan Publishing, 2004
  • Yoshinori Suzuki, "Study of Finance and Securities Theory," Hakuto Shobo, 2004
  • Yoshinori Suzuki "Introduction to Easy-to-Understand Securities Market Theory" Hakuto Shobo, 2004
  • Masasuke Ide and Fumio Takahashi "Introduction to Securities Analysis" Nihon Keizai Shimbun, 2005
  • Akihiro Wani et al. "Corporate Acquisition and Takeover Defense Measures by Tender Offer" "Monthly Capital Market" Aug.2005
  • Japan Securities Research Institute, "Detailed Contemporary Japanese Securities Market," Japan Securities Research Institute, 2006
  • Etsuro Kuronuma "TOB that changes with the revision of the Securities and Exchange Law" "Finance" Oct.2006
  • Yuichi Ikeda "New appearance of Japanese corporate disclosure system, TOB system, etc." "Securities Review" Jan.2007

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