The general sequence of a bona fide acquisition is that the acquirer first reaches an agreement with the shareholders of the target to acquire the acquisition, and then communicates with the management to reach a series of agreements.

The order of the two can be reversed, after all, it is business, and even if the acquisition fails, the "friendship" is still there.

After that, it's time for the most crucial part: the quotation!!

The negotiations ahead are generally conducted in a very friendly environment, and everyone has a drinking party to discuss the future.

Of course, this is the prerogative of the boss, and as for a bunch of men, they enter the battlefield, where they stay together for months and hold hundreds of meetings to discuss various details.

But for the top management, major shareholders, acquirers and intermediaries of both sides, the cooperation will always be friendly.

However, once it is time to make an offer, the two sides will immediately tear off the mask of friendliness, because at this time, a step back is a loss of tens of millions of dollars.

On July 11, 1983, the Blackstone Foundation of the United States officially announced that it issued a takeover offer to the Disney Group, and according to the total value of Disney of $1.8 billion on the previous day, the Blackstone Fund gave a total price of $2.16 billion, a premium of 20%, and at the same time assumed all the liabilities of the Disney Company.

Blackstone Fund, is a large investment fund registered by Xu Zhi in the United States two years ago, that year from gold futures earned 1.2 billion US dollars, except for a small part of the acquisition of Mack Truck and RCA TV business (these two are only a fraction, the rest are loans), the rest of almost a billion US dollars have been injected into this Blackstone Fund, according to Xu Zhi's God Vision, Blackstone Fund bought Coca-Cola, Wal-Mart, Pepsi, General Electric, Shares of high-quality companies such as Berkshire Hathaway, which were then refinanced against those shares.

Because of the intention to hold these stocks for the long term, and given the size constraints of these stocks themselves, the financial leverage used is only doubled.

In order to arrange the right person to manage the company, Xu Zhi invited Peter Peterson, the founder of the original historical Blackstone Group, to manage the fund, and the remuneration is naturally not low, with an annual salary of 3 million US dollars plus bonuses, which is comparable to the CEO of a top American company.

But all this is worth the money, under the management of Peter and the guidance of Xu Zhi's "high vision", the total size of this fund has exceeded 3 billion US dollars, and the debt is less than 1 billion, which is equivalent to a net profit of one billion US dollars in two years.

The fund, which has become the cornerstone of Xu Zhi's investments in the United States, was launched by the same fund as the acquisition of Disney.

An hour after Blackstone announced its acquisition plan, Disney immediately rejected the offer, arguing that the $2.16 billion was a gross undervaluation of Disney's true value.

Although Disney has declined, it is also one of the most important components of American culture, and it is the childhood memories of countless people, such a company was proposed to be acquired, and the acquirer is still overseas capital, a Chinese from Hong Kong.

Although the Blackstone Fund is registered in the United States, it is not difficult for the vast number of reporters to find the financier behind it, not to mention that the Blackstone Fund itself represents Xu Zhi's investment in the United States on the surface, so it did not deliberately conceal it.

The identity of the financier behind it can be found, but the scale of the Blackstone fund and the investment of all parties is an absolute secret, Blackstone's investment is mainly profitable, and does not pursue the voting rights of the invested companies, coupled with Peter's superb financial means, through various leather bag companies cross-shareholding, it is difficult for any outsider to know the current scale of the Blackstone fund.

Some more senior reporters quickly noticed Disney's answer: not a complete refusal, but because the price was not high enough.

Other words:

Add money!

The New York Times published a special article analyzing and predicting the acquisition, and concluded that the acquisition was inevitable, and the rest was a matter of final price and timing.

The reporter was right, and the next day, the Blackstone Fund quickly made a new offer, $2.34 billion, a 30% premium over the stock price before the acquisition.

This price has been very sincere, before the birth of Internet companies, the price proposed by the acquisition rarely appears a large premium, because whether it is a brand or an asset, it has its value, only in the Internet era, the value of a product is determined by its future prospects.

Many shareholders are obviously satisfied with this price, and many shareholders are eager to try it, but Disney's management is in a mess at the moment.

Goldman Sachs, a professional investment bank, has acquired countless companies, and will do its homework for each company that is about to be acquired.

If it is a public company, when Goldman Sachs receives an acquisition assignment, it will naturally contact the board of directors of the acquired party directly.

But similar to a family business like Disney, its head, family and related beneficiaries will never agree to such an acquisition, because once the company is acquired, then it is naturally their group of people who will be out.

Ron Miller, as the head of Walt Disney after him, has been under tremendous pressure since he took office, and Disney's financial situation has been declining in the last decade, which has made him even more irritable.

When he received the first takeover offer from the Blackstone Fund, he thought it was a prank by some boring person, because he had never heard of the Blackstone Fund, Disney is now in decline, but it is still a large listed company in the United States, and he knows that the entire United States can afford to buy their fund.

But "coincidentally", there was a plan to hold a board meeting that morning, and when the takeover offer was received, the members of the board of directors were also present.

According to the requirements of the law, when such a takeover request is made, if it is vetoed, the consent of the board of directors is required, and among the directors present, some people actually know about this Blackstone fund, which also shows that the scale of this fund is not small.

In the end, although the board of directors also rejected the takeover offer, the reason for the rejection was that the other party's offer was insufficient.

After the meeting, Ron returned to his office with a calm face and ordered one of his trusted subordinates to investigate the Blackstone Foundation.

The next day, when Ron looked at the information in his hand and the second wave of offers made by the Blackstone Fund, he already knew that not only was the acquisition real, but he had obviously been abandoned!

In the face of this second takeover offer, the company's board of directors held another extraordinary meeting, and this time unlike yesterday, Ron could see that many people were already satisfied with the current price.

However, in pursuit of a higher price, the board of directors apparently vetoed this price, and obviously, they wanted to pay a higher price from the "Xiangjiang" boss.

"Damn. Back in his office, Ron punched the table.

The assistant next to him looked at John's hideous face and said, "Chairman ......"

"I'm fine. Ron Miller asked in a deep voice, "Did James from Wells Fargo reply?"

The assistant said: "I have replied, James rejected your proposal to borrow money to increase the capital. And ......"

"And what?" Ron asked.

The assistant said: "James said that he hopes that we at Disney will seriously consider this acquisition, and he said that the board of directors of Wells Fargo no longer believes in our ability to repay the loan, and if we insist on going our own way, then Wells Fargo has the right to recover all the loans!"

"Nonsense, which loan we owe to their bank is not a normal repayment!" Ron said angrily, Disney is in his hands, although it is not doing well, but it has always had a lot of cooperation with Wells Fargo, I can't imagine that in this kind of crisis, the other party not only does not help, but also falls into the ground.

The assistant said: "Chairman, James made it very clear that this is the decision of their bank's board of directors, and he has no right to intervene. ”

"Okay, in that case, you can go to other banks and ask. Ron said unwillingly.

……