ADR คือ ตราสารที่เปลี่ยนมือได้ สำหรับนักลงทุนต่างประเทศเป็นอีกทางเลือกหนึ่ง ซื้อขายเป็น US Dollar รวมถึงเงินปันผลด้วย โดยจะต้องนำบริษัทเข้าจดทะเบียนในตลาดหลักทรัพย์อเมริกาทั้ง SYSE, Nesdaq ภายใต้กฎระเบียบ กลต. อเมริกา
Having proved its worth as a capital raising tool for more than 70 years, the American Depositary Receipt (ADR) has gained credibility as currency for cross-border mergers and acquisitions. Amid an active global M&A environment, non-US companies have used their ADRs to pay for US acquisitions, spin off non-US subsidiaries to US shareholders, and swiftly respond to opportunities in a dynamic marketplace. The addition of millions of receipts into the market via mergers and acquisitions has boosted liquidity and led even more corporates to consider a US listing.
ADRs can fund M&As by raising capital directly or by being distributed in a stock swap. US investors, now prepared to view ADRs on a par with ordinary domestic shares, often prefer swaps because they can defer tax until they sell the ADRs.
At the same time, a deal using ADRs can enhance a companys Wall Street profile and the acquirors appeal to the US targets management and employees. Further ownership gains can thus be achieved through stock ownership plans, direct purchase plans and dividend reinvestment programs. For a non-US issuer contemplating US M&A transactions, establishing a presence in the ADR market with a liquid, exchange-listed program provides the financial flexibility to seize opportunities as they arise.
An ADRs value largely depends on its issuers track record nd credibility. A well-known and successful ADR will ncrease its value. And, as with real estate, the secret to a successful ADR program is threefold: liquidity, liquidity and liquidity. Turning on the tap itself is a function of more diverse factors.
International companies with a strong US presence in terms of assets, employees and revenues begin with an advantage. Familiar consumer brands are particularly likely to be well-received. But mere product awareness is insufficient to ensure liquidity. Nor, in fact, is a level two listed ADR program.
Whatever its level, an ADRs liquidity is largely dependent on the arrangements made to promote it in the US market.
Simply moving to a listed program wont guarantee liquidity, More critical is whether the company
has the kind of investor relations program that ensures US investors get the same level of communications that they expect from a US company.
The goal for investor relations professionals is clear: Maximize the ADRs value as acquisition currency. Accomplishing this task means first establishing a track record of IR currency.
For example, suddenly offering an illiquid security to a US investor who is unfamiliar with your company risks lost votes if a deal needs shareholder approval. It could also result in considerable flowback into the home market. For merger-hungry companies planning to inherit a roster of
US shareholders, a keen understanding of US investors needs and expectations and a strong communications effort is indispensable.
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