Chapter 242 - The Cost of Saving Attorney Fees

From controlling Giorgio Armani to promoting Giorgio Armani to the high-end men's luxury brand with the best sales and reputation in the Chinese-speaking cultural circle so far, this is the cornerstone of Gu Kun's "Thousand Golden City Bone" plan.

Since it is a "golden city bone", it also means another meaning: horse bones have never been the "great sages" that kings really want when they seek talents, and they can only be a transition at best.

Just like King Yan Zhao's "start with Kui", Guo Kui is destined to be just used to show his reputation as "Corporal Lixian", and the big fish he really wants to catch is Le Yi.

And Zhuge Liang compares himself to Guan and Le, so he naturally needs a similar brick-throwing before he appears - so Xu Shu is to Zhuge what Guo Kui is to Le Yi.

From the day he took control of Armani, Gu Kun thought that one day he would have to take further control of Gucci, and even more, to complete his territory.

This idea, he never hesitated to brag to his women every time the spiritual platform was in a clear state of sage.

The women around him, including Shalanova, who were more highly educated, didn't understand it very well at first, thinking that Gucci was quite expensive.

Once, when she was recovering afterwards, Shalanova asked in the spirit of seeking advice: "Armani's market value is less than $2 billion, and Gucci is at least seven or eight billion, but looking at the sales volume and gross profit margin, it doesn't seem to be so much worse, is it really worth it for Gucci to make such a big game?"

At that time, Gu Kun replied like this: "You can't look at the current numbers, you have to look at history." Bernard Arnault's experience has taught the world's top peers that the luxury industry after the 90s is not the same as it was in the past.

The disintegration of Lucia, the blessing of the Internet, and the intensification of globalization will make the luxury industry become 'history more and more scarce', while 'the future growth space of independent designer brands has not been significantly improved'.

Gucci is a brand with a history in the 1920s, and Giorgio Armani is only a contemporary designer brand in 1975, but this designer is currently a big brand, so the instant state is more flaming today. But this is only the blessing of Giorgio Armani himself, and when he dies or retires, Giorgio Armani will experience a wave of stamina.

You don't even have to wait for Armani to die, as long as the two most famous high-end customers in the world who insist on buying Armani, Bill Commander and Bill Richest Man, they either retire or are no longer the richest man, Armani's brand value will fall.

So, the discerning luxury giants are as decisive as they are to pay for the historical premium as they do at Sotheby's. ”

In the next 20 years, the premium for antique artworks with unique attributes is also very amazing. As a reborn person, Gu Kun couldn't see it more clearly.

And these are the same logic as the price increases of "luxury brands with history". They are all beneficiaries of the triple benefit of Lucia's disintegration, intensified globalization, and the blessing of the Internet.

......

I won't repeat the details of those business logics and reasons, anyway, the future history will prove sooner or later.

But perhaps some people will be surprised: Gu Kun has done a good job, and he is waiting for his prestige to grow in the global luxury brand industry, until Gucci and other companies come to the show.

Then why is the opportunity so coincidental? Gu Kun has just reached this point of strength, and Gucci just needs him, a white knight, to save him?

But the truth is, the timing wasn't accidental.

It's not that "Gu Kun has just been ready, and Gucci has come to beg the white knight to enter".

Rather, Gucci has long been in a bloody battle with LVMH and is in a strategic defensive state, struggling to maintain the situation. Now, Gu Kun's strength has finally met the scale, and they have come to the door.

Historically, the initial trigger of the Gucci battle began as early as the first quarter of 1999, with Bernard Arnault, the owner of LVMH, the world's largest luxury giant, secretly launching a sniper attack on Gucci's outstanding shares.

Unlike Armani, Gucci is a seventy or eighty-year-old company, so it's not the kind of company that the founding team controls and excludes the financial world.

Not to mention that the elder Gucci himself has long since died, and even his grandson is now retired, so Gucci has long been listed on the Dutch stock exchange, and some of its shares are tradable shares, which can be bought by bearer.

It took Bernard Arnault a few months to slowly raise funds beyond the threshold of the Dutch Securities Association, that is, "buying more than 15% of Gucci's total shares", and then put up a sign in the second quarter of '99, and then further attracted funds, sucking out the vast majority of the outstanding shares, and the shareholding ratio reached 30% - when all this was done, it was about the middle of '99, that is, 18 months ago.

Then, Bernard Arnault made a decision to announce a privatization offer at a 30% premium to the Amsterdam Stock Exchange at the time, to acquire all of Gucci's minority shareholders without discrimination. His plan is to further increase his shareholding from 30% to more than 50%, so that he can complete the control of Gucci, and then make a drastic reshuffle.

Last summer, Arnault spent 1.5 billion euros on the plan to buy the 20 percent difference before he reached 51 percent. It's just that at that time, Arnott miscalculated-

Arnott's original intention was a purely hostile takeover. The difference between bad faith and good faith in the so-called financial acquisition is mainly whether it is amicably negotiated with the management team of the original company.

For example, if Arnault has a good discussion with Gucci CEO de Sorey and confirms that he will retain Gucci's original senior management and original industrial line layout after the acquisition, it will be a goodwill acquisition.

The advantage of a bona fide takeover is that it will cost less money, because after you convince the senior management to agree with you, they will help you convince other minority shareholders that it is good for everyone to bring you in, and the minority shareholders will not be too greedy in the selling price -

As mentioned earlier, Arnault offered a premium of 30% to 51% above the current price of the Amsterdam Stock Exchange for the 20% stake in the Amsterdam Stock Exchange. The reason why he wanted to increase the price by 30% was because he didn't want to deal with the CEO and didn't want to discuss with the original executives, so he directly chose a more expensive price and spent money to buy loyalty.

However, since he gave a high premium, it means that Arnault actually only wanted to control 51% of the equity at that time, and did not want more. The reason is also easy to understand: in this special period, each share has to be given 30% more than in peacetime, so why should I do it in one step?

First, use an extra 30% of the unit price, a small amount of holdings, and increase the holdings to just enough to grasp the control of the company, and then first punish dissidents, allocate cronies, and clean the company up and down. Wouldn't it be nice to get all of this, and finally use the ordinary low price that doesn't need to be extra 30% expensive, and take the remaining 49% of the shares?

Arnault's calculations played very well, but unfortunately, last summer, he encountered De Soret's desperate counterattack - De Soray did not want to sit still and wait for the other party to get 51% and then slowly purge, so he decisively chose to "let all the management respond to Arnault's privatization offer, and demand that Arnault must buy all the shares of the company at the price he said would be 30% higher than the market price".

In other words, Arnault only wanted to buy 20% of the company at 1.3 times, but Soray forced him to buy 70% of the company at 1.3 times.

Arnault didn't have so much money for a while, but he didn't expect the other party to respond to this offer, and the legal counsel around Arnault didn't know much about the securities regulatory laws in the Netherlands, so Arnault retreated, saying that "I just want to buy 20% of the company's shares at a high premium, and I don't want to buy more for the time being."

This legal statement was seized by Soray and appealed to the Dutch securities regulator, demanding that Arnott's stock purchase be characterized as a "hostile takeover", and then trigger "Gucci to issue new shares and dilute all existing shareholders' shares to resist hostile takeovers" in accordance with Dutch securities regulatory law.

(Note: When determining whether an acquisition is a hostile takeover, the Dutch securities law considers that it is difficult to obtain evidence of the element of "whether the original management was negotiated", so it also establishes some other relatively objective evaluation criteria.)

Dutch law holds that if you make a privatisation offer and "you eat everything as promised, no matter how many people sell", then you are not considered malicious. If you only selectively perform a part of the equity and perform the contract until your shareholding exceeds the holding line, then you can be judged to be malicious. )

This matter is estimated to be the most expensive legal price that Arnault, the richest man in the world in later generations, has ever paid in his life, "because he did not pay attention to spending money to hire the most professional lawyer".

Although onlookers will find it incredible: the world's largest luxury giant, the legal counsel around him would not know the clause "according to Dutch securities law, after triggering a 'hostile takeover judgment', the malicious party can issue new shares for dilution"?

But history is so ironic, perhaps because this is the first time in his life that Arnault has done this kind of thing, he saved money on legal fees and did not plan in advance to plug the hole, resulting in his failure to buy Gucci, which would later be his lifelong enemy.

Since then, Arnault has never cut back on the legal fees of the acquisition case, nor has he looked down on the laws of foreign stock exchanges.

"If I had known that saving a few dollars in legal fees and hiring a Dutch lawyer with enough expertise would have caused my acquisition of Gucci to fail, even if I had to spend another billion euros on a lawyer, I would not have frowned. This is what Arnault later said in his autobiography.

But in any case, the only time in his life that he was guilty of the original sin of saving lawyers' fees has been committed, and this cannot be changed, and history has no ifs.

De Soré seized on him and applied for the right to issue new shares in accordance with the law on the Dutch Stock Exchange to fight against hostile takeovers. As long as someone subscribes to these directional new shares, Arnott's hostile takeover will be thwarted by the white knight.

Historically, François Pinault, the owner of Kering, was the white knight.

It's a pity that in this life, François Pinault's position seems to be replaced by Gu Kun.