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意外に大変三角合併

三角合併とは、子会社を通じて企業を株式交換で買収することです。

それが日本でも5月から解禁になります。外資が日本の企業を買収しやすくなります。なので、買収のターゲットになりやすそうな企業は要チェックです。

感情的に「外資が日本を食い荒らす!」とヒステリックになる人が居るのは目に見えているのですが、実は日本企業もアメリカの企業を三角合併で買収していたりします。以下日経2/15朝刊17面より。

  • 1990年に京セラがアメリカAVXを三角合併で買収
  • AVXはコンデンサーなどの電子部品を製造する企業
  • AVX株主は買収により京セラの株式を持つようになる
  • 京セラは当時米国の一般投資家には無名
  • 株主の同意を得るために、京セラの製品や業績、株価形成プロセスまで、自社株の説明に相当の労力を割いた

ということです。株式交換による買収というと、経営者と経営者の議論のように見えがちですが、実際には既存株主が既存株式を別企業の株式に交換するかどうかの判断です。

例えばmixiの株主は、mixiが株式交換でGoogleに買収されるとなると、「自分のmixi株がgoogle株になることが良いかどうか」の判断を迫られることにます。交換すれば買収成立ですし、交換しなければ買収は成立しません。圧倒的に既存株主の判断が重要なのに、買収合戦の報道では一向に既存株主の意向が出てこない。

対立構造に持ち込めないからニュースとして面白おかしくないのだろうけど、もう少し真面目に報道して欲しいものです。

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米銀シティーが東証に上場する(JDR)予定とのことです。
上場すればシティー株が日本で換金可能な「通貨」となります。
シティーはこの「通貨30兆」で何を買い付けようとしているのでしょうか?
発行済み株数の1/10の3兆を使うだけで結構な買い物ができます。
N興(1兆)?N村(5兆)?Rそな(4兆)?
楽しみに様子をみましょう。

Posted by: 蒲田の投機家 | 2007.02.20 at 10:09 PM

なるほどなるほど。

野村は内需銘柄として既にポートフォリオに入れています。インスティネット買収の効果が現れるまで保有しようかと思っていたのですが、再編機運で盛り上がる可能性はありますね。

盛り上がりの度が過ぎたら売ろうかと思います。シティーの株主になりたいわけではないので。

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