在投資金融界，spin-off與split-off有何區別？這兩個“長得”極為相似的術語都與母公司、子公司和股權有關。那么，作為一種經營策略，它們都能有效地提高公司的利潤和工作效率嗎？本文將為你揭曉答案……

By Taiping Chang

Background: A spin-off company, also called just a spin-off or spin-out, is an operational strategy used by a company to create a new business entity from its parent company. It is a way of reorganizing a company’s administrative structure in order to improve its profitability. When a company plans to consolidate or streamline its workflow, it can sell a less productive division to form a new independent company. In other words, a company creates a new business entity out of its existing divisions, subsidiaries, or subunits. The new independent company is expected to be more profitable and worth more alone than it would be as a part of the larger business entity. The parent company may or may not choose to maintain a portion of ownership in the newly spun-off company.

A split-off company, or a split-off, differs from a spin-off. It takes place mainly for accounting purposes, because the split-off is tax-free. However, it still has to meet the requirements set forth by the Securities and Exchange Commission (SEC). The shareholders of a split-off must relinquish their shares of stock in the parent company in order to receive shares of the subsidiary company. The split-off is a tax-efficient way for the parent company to redeem their shares of stock.

A spin-off should not be confused with a split off.

Tina: Have you heard that Expedia is going to spin off TripAdvisor as a public company in the third quarter in 2011?

Tom: No kidding, why?

Tina: According the company’s press release, Expedia believes that spinning off TripAdvisor as a public company is a financially lucrative move.

Tom: So the move is all about profitability for the company?

Tina: Of course. The company calls the move a “shareholder friendly transaction,” and “it is a matter of size, globalization and diversification of revenues.”

Tom: TripAdviser is the crown jewel of Expedia. It is too bad that it is going to be spun-off as an independent company.

Tina: I disagree. I think it could be a great thing. Did you know that the travel-media unit could be valued as much as $4 billion as a spin-off?

Tom: That’s awesome! Has the Board of Directors of the company approved the spin-off?

Tina: The Board of Directors has given their preliminary approval.

Tom: Does this deal need the shareholders’ approval?

Tina: It depends on the state law and the rules of the stock exchanges, which determine whether a company need shareholders’ approval for a spin-off or not. In this case, I believe it requires the approval of the shareholders.

Tom: I assume that once the deal is formally approved, Expedia shareholders will receive the company’s stocks for compensation.

Tina: I think so. The shareholders could receive a proportionate number of TripAdvisor shares if the spin-off is successful.

Tom: How did Wall Street react to the news of this deal?

Tina: The Wall Street reacted very favorably. When the news was first announced, Expedia stock jumped 12.9%.

Tom: In most cases, I understand that in a “spin-off,” the parent company distributes shares of the spin-off company to the parent company’s shareholders. But how do they determine how many shares are to be distributed to each shareholder?

Tina: As I mentioned, it is allocated proportionately. In other words, the shares are usually distributed on a pro rata basis, where each shareholder will receive stock in an amount relative to their holdings of the parent company.

Tom: What about the Motorola case? In January of this year, the company formed two separate companies: one focusing on handsets and home entertainment, and the other on enterprise communications gear. Is this also a “spin-off” deal?

Tina: No, it is not technically a spin-off, but instead a “split-off.” Motorola Mobility is a split-off of Motorola’s cell phone and cable TV set-top box divisions. Do not confuse a spin-off with a split off.

Tom: Hmmm, “Spin-off” and “split-off,” what are the differences?

Tina: Well, a “split-off” is also a type of company reorganization, but the stock of a split-off company, or the subsidiary, is “exchanged” for shares in a parent company.

Tom: Hmmm, I am not sure I understand the stock exchange thing—does it mean that the split-off company requires their shareholders to give up their parent company’s shares in order to receive new shares of the split-off?

Tina: Exactly. Let me put this way: in a spin-off, the shareholders of the original parent company become the shareholders of the newly spun-off company.

Tom: So, how does it work in a split-off situation?

Tina: In a split-off, the parent company offers its shareholders the opportunity to “exchange” their parent company’s shares for new shares of the split-off company. They must choose to stay with the original company or take a share of the new company.

Tom: I guess the difference between the two is actually quite significant. Is there anything else I should know about a split-off?

Tina: One thing of note is that in a split-off, shareholders may choose to file a lawsuit against the parent company if the exchange ratio, or premium, offered by the parent company is deemed unfair.

Tom: A premium?

Tina: A premium is like a bonus—for example, a parent company may offer its shareholders of the split-off $10.00 a share in exchange for $8.00 of the parent company’s stock.

Tom: Why? Is it a way to encourage existing parent company’s shareholders accepting the new offer?

Tina: Exactly.

Tom: I guess I finally understand the differences between a spin-off and a split-off.

Tina: You are doing well!

Vocabulary

spin-off 分拆（公司），資產分派產生的新公司

split-off 分股公司，即（母公司向子公司的）部分股本轉移

operational 經營上的，業務上的

entity 實體

administrative structure 行政上的管理結構

profitability 收益性，利潤率

consolidate 整合，合并

streamline 調整（機構組織）以使現代化或提高（生產）效率

workflow （一件工作自始至終的）工作流程

division （公司等的）部（門），科

subsidiary 附屬公司

subunit 附屬單位

Securities and Exchange Commission (SEC) （美國）證券交易委員會

relinquish 放棄，作廢

redeem 贖回，收回

no kidding 〈口〉是真的，不騙你

a financially lucrative move （對公司利益而言）是一個經濟利潤豐厚的變動

diversification 多樣化，多元化

revenue 各項收入，總收入

crown jewel （冠上）明珠，即最值錢的部分

travel-media unit 旅游媒體單位

awesome 〈口〉極好的，絕妙的

preliminary 初步的

proportionate number （按照股份多寡的）比例；成適當比例的數字，這里指股份

favorably 贊成（支持）地，有利地

allocate 分配，配給

on a pro rata basis 按照比例的基礎上；pro rata是“比例”的意思

handset 手機

communications gear 通信設備，通信器材

cable TV set-top box 有線電視（或數字電視）機頂盒

premium 獎金，酬金

（來源：英語學習雜志）