Zhang Chen's intentions are not difficult to guess, when Ed Woolrad received Zhang Chen's invitation, he already had a rough expectation.

If it had been a year ago, Ed Woolrad would have been overjoyed to hear the news, and Apple's board of directors and shareholders would have sold or exchanged Apple shares for shares in the company as long as the price was right.

But now, Ed Woolrad really isn't in such a hurry.

On the one hand, Apple has hit rock bottom. Apple's market capitalization is now $3.6 billion, up about 10% from when Jobs first took over, of course, it has also experienced large fluctuations in stock prices, but with the gradual improvement of Apple's financial data, Apple's market value has also stabilized, and it is unlikely that it will continue to fall in the short term.

On the other hand, the return of Steve Jobs has indeed stabilized investor confidence to a certain extent, and most investors will still have expectations until the launch of the new Mac in May next year. If the new Mac is successful, Apple may not be able to come back to life.

At the end of the day, it's still a card problem, last year's apple hole card was a three-heart, and the exposed card was a four-heart, and any acquirer's card was bigger than it, so there was little room for negotiation. But now, he suddenly touched a six of hearts, and although the loss was still very large, he at least saw the odds of a straight flush.

In this way, Apple's board of directors will have more leverage to negotiate with the acquirer and fight for more benefits.

Ed Woolrad smiled: "Great idea, Matrix and Apple do complement each other in many ways, and the merger is really a win-win solution." ”

Zhang Chen shook his head: "Haha, Ed, the merger proposal is really good, but I have a plan that is more beneficial to Apple's shareholders - an all-cash acquisition." ”

Based on the December 1 share price, Matrix acquired all of Apple's shares at an all-cash premium of 10%. ”

Zhang Chen stared at Ed Woolrad with blazing eyes, the little old man in front of him was a typical ASP (Anglo-Saxon white Protestant), although he did not have much stake in Apple, but he was very owner-oriented, and if he could not get his support, the acquisition would have a lot of trouble.

Buying a public company in the U.S., especially a full-fledged acquisition, can be very difficult.

There are two types of full-scale acquisitions in the United States: one-step acquisitions and two-step acquisitions.

A one-step acquisition, also known as a statutory acquisition due to being subject to the corporate laws of each state. The acquisition can be successful when the acquirer and the board of directors of the acquiree reach an acquisition agreement, report to the SEC for approval, and obtain the consent of a majority of shareholders. However, if the board of directors disagrees on the acquisition plan, a one-step acquisition is simply not feasible, and a two-step acquisition must be adopted if the acquisition is to proceed.

With a two-step acquisition, the process is much more complicated. The acquirer needs to make a tender offer to the shareholders of the target company, and each shareholder decides whether to sell its shares at the price offered by the offeror, and then the target company holds a general meeting of shareholders to consider the merger with the acquirer, and if it has the support of a majority of shareholders, the merger will proceed immediately.

Obviously, a two-step acquisition adds a lot of uncertainty to a one-step acquisition, not only is the process longer, but in most cases, the cost is higher. If the other party adopts anti-takeover measures, such as "poison pills", the acquisition is also more likely to fail.

Therefore, Zhang Chen wants to buy Apple at a lower cost, and it is crucial to get Ed Woolrad's support.

The current Apple board of directors can compete with Jobs for a short time, and only Ed Woolrad is too emperor.

When Jobs returned to Apple, he pressured the board to replace all but Ed Woolard. And these directors who were replaced were also jointly recognized by Jobs and Ed Woolrad.

In Jobs' character, he would certainly not agree to Matrix's takeover bid for Apple. But if Ed Woolrad agrees, Jobs' influence on the board will be greatly reduced.

Ed Woolrad was really taken aback, he really didn't expect Zhang Chen to propose an all-cash acquisition.

It is true that Apple is now a broken drum and a thrashing role, but after all, the market value is still more than 300 million, according to Zhang Chen's plan, he can come up with 4 billion US dollars in cash to make the acquisition?

It has been said many times before that in the actual operation of any business, the most important financial statement is not the balance sheet, nor the income statement, but the cash flow statement.

As long as the cash flow of the enterprise is stable enough, the company's operating conditions cannot be too bad, even if the operation is unfavorable for a while, there is a chance to rise again, but if the cash flow is not good, even if it is still the king of the business world today, it is not new to burp tomorrow.

Zhang Chen is now proposing an all-cash acquisition, is it because of the support of some big capitalist? I haven't heard of any recent movements on Wall Street.

The wrinkles on Ed Woolrad's face suddenly relaxed: "Zack, you want to borrow backdoor?"

All-cash acquisition, there is only this one explanation, backdoor.

Since it is a backdoor listing, of course, the more shares of the target company are controlled, the better, otherwise those small shareholders and retail investors will be cheapened, and only by taking all the shares in their hands will it make sense to go public through the backdoor listing.

Zhang Chen smiled and did not deny it, "This is indeed my purpose, but frankly, Apple's current stock price does not fully reflect its value." ”

"Oh?" Ed Woolrad's pupils shrank, he didn't expect Zhang Chen to say good things about Apple.

Zhang Chen said calmly: "There's nothing to hide here, I won't do the business of robbing while it's hot." Apple's current business situation is precarious, but in terms of patents and intellectual property, it is worth much more than $3 billion, and its stock price is indeed undervalued. That's why I'm giving Apple a 10 percent premium. ”

Ed Woolrad had a crush on Zhang Chen, a rather old-fashioned businessman who looked down on the treacherous and cunning of Jewish businessmen, and Zhang Chen's behavior was very much to his liking.

However, in business, although Apple shareholders do not suffer losses in this merger, the benefits obtained are much smaller than those of equity mergers.

It is conceivable that as soon as the news of Matrix's acquisition of Apple comes out, Apple's stock price will inevitably rise sharply, and there is no suspense about a 20% increase from the current one, and it is not impossible to exceed 30% with a little operation.

"Unfortunately, Apple's shareholders will not agree to this acquisition. Now Apple's market capitalization is not much different from Matrix's valuation, and you're also saying that Apple's share price is undervalued. A 1:1 swap ratio is the fairer way. Ed Woolrad picked up a cherry, "It's amazing that there are cherries this season." ”

Zhang Chen laughed: "Ed, are you kidding? I won't say much about Apple's current situation, just talk about Matrix, which is now valued at more than five billion US dollars, and you are too much of a lion's mouth." ”

Ed Woolrad insisted, "Your $5 billion is just a valuation, it doesn't mean anything. ”

Zhang Chen chuckled and threw a folder to Ed Woolrad, "I just signed a financing agreement with Sequoia and KPCB, Goldman Sachs, Lehman Brothers, Deutsche Bank and Fidelity Investments, these institutions are the providers of Matrix's Series A financing, accounting for a total of 15% of Matrix's shares, do you think it makes sense?"

Ed Woolrad put on glasses with gold chains, looked at the agreement carefully, and chuckled in his heart.

That's true.

Although everyone knew that Matrix would raise money sooner or later, and the amount of financing could not be too low, it was still a breath of relief to see this amount of financing.

Silicon Valley's largest first-of-its-day funding round.

If Matrix, which has not received financing, is a promising star of tomorrow, and Matrix, which has now received financing from these large financial institutions, has officially entered the house and become a real competitor and player in this capital market, although it has not yet been listed.

"Half cash, half stock, the exchange ratio needs to be calculated, but it will not be lower than 1:1.5. Ed Woolrad made a quick calculation in his mind and revised his plan.

(End of chapter)