Chapter 641: Opponent
On the podium, Hastings was proudly talking about the significance of the merger of Netflix and Blockbuster, Netflix and Blockbuster have a combined 10 million online users, and with these 10 million online users, Hulu, Walmart and other opponents can be left behind and become the king of streaming. Pen % fun % Pavilion www.biquge.info
Just as Hastings was foaming at the mouth, a man burst onto the stage from backstage and handed him a note. Hastings swept it from the corner of his eye, and his face immediately changed, and there was only one sentence on it: "There are funds that are buying Netflix shares on a large scale!"
For a moment, Hastings only felt a chill creep creeping up his back, making his whole heart hang. Netflix has just completed the acquisition of Blockbuster, and it is burdened with huge debts and not much cash, and if someone launches a surprise attack on Netflix at this time, it will be very difficult for Netflix to snipe at the opponent's acquisition.
Hastings was drenched in a cold sweat from his back, so he shortened his speech, then walked out of the hall and dialed McCarthy, the chief financial officer: "What the hell is going on?"
McCarthy replied: "There is a mysterious fund coming in, and it is frantically absorbing Netflix shares. ”
Hastings frowned, "How much have you absorbed?"
McCarthy said: "The four funds have absorbed nearly 7 million shares, and there is no sign of stopping, I suspect it is a hostile takeover against Netflix!"
7 million shares, almost 7% of Netflix's shares. Netflix's largest shareholder is Asset Research & Management, with a 12.6% stake, and the second largest shareholder, Vanguard Investment Group, holds 6.5%.
McCarthy is not wrong, this is definitely a hostile takeover against Netflix!
Hastings realized the seriousness of the problem and immediately said, "I'll be back right away!"
Hastings turned off the phone, returned to the hall with a cold gaze, re-entered the stage, and threw out a cold sentence: "The company has an urgent matter to deal with, I have to leave immediately, I'm really sorry!"
The audience was stunned that Hastings had just left. The faces of the management of Blockbuster were so gloomy that they were about to drip water, and Hastings left directly, simply not taking Blockbuster seriously. However, BesTV has been acquired, and they have no other way than to scold FUCK in their hearts.
When he returned to Silicon Valley from Dallas, Hastings informed the board of directors that an interim board meeting would be held in the evening to prepare for an impending hostile takeover.
At half past seven in the evening, in the conference room of Netflix's headquarters, Hastings sat in the chairman's seat with a gloomy face. He's been busy with acquisitions these days, and he's just flown back from Dallas, and he's looking a little tired.
By 7:45 a.m., all the board members had arrived, and Hastings called the meeting to order, followed by a briefing on what had happened today.
McCarthy said solemnly: "Four entry funds, about 14.5 million shares were acquired, and each account did not reach 5%, so the Securities and Exchange Commission did not publicize it." Four funds appeared at the same time, and at this moment, it was almost certain that it was a hostile takeover. ”
"Who's the opponent?", "Wal-Mart?", "Activist investors?", the directors in the room were full of discussions.
In the past few hours, Hastings has been thinking about this question, and he has locked on the target: "It's Zhang Ran!"
Everyone was stunned: "How do you know?"
Hastings said coldly: "We all believe that streaming is the future, and the Internet is a winner-takes-all world, and he and I can only live one, either me or him." If I were him, I would make the same choice. When Zhang Ran withdrew from Blockbuster, I felt that something was wrong, his resistance was too weak. Now I know his purpose, which is to buy Netflix in turn when Netflix completes the acquisition of Blockbuster!"
McCarthy said puzzledly: "I have checked the operation of the peak of the century, they have been building movie theaters on a large scale for more than a year, and the responsibility is relatively high, where did he get so much money to buy Netflix?"
Hastings said: "Do you forget, Zhang Ran is the chief director of the Olympic Games, and he is very close to the Chinese government, if there is the support of the Bank of China behind him, is there still a problem with funds?"
Everyone's expressions froze: "What should we do now?"
Hastings showed a grim smile: "Zhang Ran wants to use the ten-day blank period of the publicity period to acquire as many shares of Netflix as possible, and then join the board of directors to gain control of the company! We just didn't let him get his wish, we will issue an announcement early tomorrow morning to suspend trading, that is, we are planning major events, in order to avoid abnormal fluctuations in the company's stock price, the company's shares will be suspended for 10 trading days!"
According to the U.S. Securities and Exchange Commission's regulations on the acquisition of public companies, when holding 5% or more of the company's equity, an announcement must be made. However, the United States has relatively lenient regulations on the time of publicity, and shareholders can fill out Form 13D within 10 days, and they can continue to buy shares during this period.
After hearing Hastings's plan, everyone felt that this was the best way to go, and they all agreed.
If Netflix is suspended, Zhang Ran will be useless even if he has more money in his hand, and there will be no way to continue to increase his shareholdings. If he has no intention of gaining control of the company, then he will fill out a simple 13G form, which is relatively simple, and if he intends to gain control of Netflix, he will submit a 13D form, so Netflix can immediately start the poison pill plan and start an anti-takeover war.
On the morning of September 20, Netflix issued an announcement on the suspension of trading on major events, saying that it was planning major events, which may involve major asset restructuring or non-public issuance of shares, and there are major uncertainties. In order to avoid abnormal fluctuations in the company's stock price, Netflix shares have been suspended from the 20th for 10 consecutive trading days. Netflix promises that it will determine whether to carry out the above-mentioned major matters as soon as possible, and clarify the matters and the suspension and resumption of trading within 10 trading days.
Zhang Ran and the acquisition team were gearing up to continue to absorb Netflix's shares, but they didn't expect to receive the news of Netflix's suspension, and they were a little dumbfounded, they never dreamed that Netflix would do this.
According to the plan, in the next few days, they will continue to absorb Netflix's shares on a large scale, bringing the shareholding ratio to more than 25%, so that when Netflix brings in the White Knight or White Samurai, Century Summit may join other shareholders to veto it.
Now Netflix directly announced the suspension of trading for ten days, cutting off the possibility of the peak of the century continuing to absorb Netflix shares, and the whole thing has become very troublesome!
Zhang Ran and the entire acquisition team looked at each other, not knowing what to do for a while.
After a long time, Wu Ruide came back to his senses: "How can this be?"
Zhang Ran groaned: "I think Hastings should have guessed that the opponent was us, and knew that our purpose was to completely control it. Knowing that we are in charge of Netflix, we will inevitably purge the management completely, which is why their reaction is so strong.
Yu Liping was very puzzled: "Our acquisitions are all carried out through offshore companies, and none of the shares hold more than 5%, and there are so many companies that may attack Netflix, how can Hastings know that it is us?"
Zhang Ran smiled bitterly and shook his head: "If it were another company, the acquisition would not be so drastic, and this method would not be used." I was too careless, and after buying Blockbuster from Carl Icahn earlier this year, I met with Hastings and we both thought streaming was the future. At that time, Fly had just taken out Twitter, and I was a little carried away, underestimating the heroes of the world, I should have pretended to be stupid when I knew it would be like this. Because I talked to Hastings, when someone sneaks up on Netflix at this time, he will definitely think of me. ”
Wu Ruide looked at Zhang Ran, then at the people in the acquisition team, and asked, "What should I do now?"
Yu Liping frowned: "Now the situation is more complicated, it seems that we must prepare for a lawsuit!"
Wu Ruide is busy with the management of the company, although he is also involved in the acquisition, but he is not very involved, and he doesn't understand what Yu Liping means, so he asked: "Sue Netflix?"
Zhang Ran explained: "According to the normal process, we will next send an email to Netflix and launch a takeover offer. At the same time, we filed a Form 13D with the SEC to publicize our intent to acquire. Since the Hastings are so resistant to our takeover, they should immediately throw out the poison pill plan as soon as we make it public. We can sue Netflix according to the law, the poison pill plan is illegal, and suing Netflix is not from the perspective of shareholders' interests, but from the perspective of managers, as long as we sue Netflix, there will be a litigation cycle. In this cycle, the poison pill plan will not be implemented, and we can continue to increase our holdings in Netflix during this cycle. ”
Wu Ruide still didn't understand: "Netflix is registered in Delaware, the poison pill plan is legal in Delaware, we will definitely lose the lawsuit, if we raise the card again, Netflix can also suspend the license again, and when the lawsuit is over, they can immediately activate the poison pill and dilute our shares!"
Zhang Ran explained with a smile: "We are not afraid of the poison pill plan, as long as our offer reaches the psychological price of shareholders, the poison pill is easy to crack, just like Netflix cracked the poison pill of Blockbuster." What we are really afraid of is the white knight, in order to deal with us, Hastings will definitely find a big company to be the white knight, it may be Microsoft, it may be Wal-Mart, it may be other companies, what we really have to deal with is this! The lawsuit is not to win, but to use the lawsuit to delay the speed of Netflix's search for the white knight, and strive to take Netflix before they find the white knight!"
After the suspension announcement was issued, Netflix has been waiting for Zhang Ran and them to make a public announcement and wait for them to submit relevant documents, but in the next few days, Zhang Ran has not moved.
It was not until the morning of September 29 that Century Summit issued a statement on the website and the official website of Nasdaq, saying that as of September 20, it had purchased 14.5% of Netflix's equity through the public trading market, and submitted a 13D document of the beneficial equity statement to the US Securities and Exchange Commission in accordance with US law.
Century Summit made it clear in its 13D filing that the purpose of the purchase of Netflix shares is a strategic investment, and it may further increase its holdings of Netflix shares through public market transactions, as well as private transactions or formal tender offers and exchange acquisitions, and seek to gain or influence control of Netflix, possibly by means of board representation.
As soon as this announcement came out, public opinion was in an uproar, Netflix had just acquired Blockbuster, and no one expected that Zhang Ran would launch an attack at this time to launch the acquisition of Netflix.
Many media outlets, led by the Wall Street Journal, reported the news, and the news titled "Zhang Ran's Revenge" quickly spread to thousands of households.
This news has caused a huge sensation in China, and the assets of the peak of the century are only six or seven billion US dollars, and Netflix is now worth nearly two billion US dollars.
Not only the industry insiders, but the whole country was completely sensational, and the media began to report on it constantly.
Both inside and outside the industry have focused their attention on this acquisition!