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Control premium
A control premium is an amount that a buyer is usually willing to pay over the current market price of a publicly traded company in order to acquire a controlling share in that company.
The reason the buyer of a controlling interest is willing to offer a premium over the price currently established by other market participants is the additional prerogatives of control, including electing the company directors, firing and hiring key employees, declaring and distributing dividends, raising external financing, divesting or acquiring additional business assets, and entering into merger and acquisition transactions.〔(Minority Discount and Control Premium )〕 The opposite of control premium is the minority discount.
==Overview of concept==
Transactions involving small blocks of shares in public companies occur regularly and serve to establish the market price per share of company stock. Larger transactions can and do affect the price per share as the larger number of investors must be induced to sell in order to satisfy the increased demand. Acquiring a controlling share of ownership almost always requires a premium over the current market price per share.〔(【引用サイトリンク】title=Control Premiums, Minority Discounts, and Marketability Discounts )〕 It is usually made through a tender offer with specific terms, including the price. The price, usually in substantial excess of the current market price, reflects the premium needed to incentivize the incumbent shareholders to sell all at once.
Contrary to a widely held view, the premium is not justified by the expected synergies, such as the expected increase in cash flow resulting from cost savings and revenue enhancements achievable in the merger. Synergies are achieved whenever two companies combine their operations and, therefore, should not be included in the control premium. It is accepted that synergies should be captured by the shareholders of the acquirer. The justification for the control premium lies in the expected additional value that the acquirer expects to achieve from obtaining control over the size and timing of the cash flows of the company as well as results from the changes in the company management that will follow the acquisition. Perhaps the target company is mismanaged and its profitability can be increased through lowering executive compensation (for example). The amount of control is the buyers' decision and is based on their belief of the value they can add to the target company.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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