Chapter 625 Takeovers and Reverse Takeovers
Zhang Ran is the largest shareholder of Blockbuster, but he does not have the time or energy to participate in the management of Blockbuster, so he has his own proxies on the board of directors to participate in the management of the company. The news that Netflix was preparing to acquire Blockbuster was told by an agent that www.biquge.info the agent had called.
After receiving this news, Zhang Ran's ears were like thunder.
He didn't expect Netflix to do this, if he knew, he would have completed the acquisition of Blockbuster even if it was a loan, and now things are in trouble.
However, Zhang Ran couldn't understand that Netflix has limited funds in its hands, and it has not issued additional shares recently, so if you want to acquire Blockbuster, you can only complete the acquisition through leverage, but it will not work to buy Blockbuster with leverage!
A leveraged buyout is an acquisition in which the assets or future cash flows of the target company are acquired as collateral for debt, and the cash expenses of the acquirer are minimized during the transaction. Because it is to buy a large company with a small amount of money, it is like using the principle of leverage to lift heavy objects with a small force, so it is called a leveraged buyout. For example, Geely Automobile, which is regarded as a poor boy by the outside world, acquired Volvo, an automobile giant with a market value several times higher than its own, which is a typical leveraged buyout.
Blockbuster's market value is 600 million, but its foreign debt is as high as 1 billion, and Blockbuster's assets are negative on the books, so which bank would accept a company with negative assets as collateral? How did Netflix persuade the investment bank?
Zhang Ran thought about it for a while before he figured out that Blockbuster has 4 million online users. Netflix's more than 6 million online users, plus Blockbuster's more than 4 million, is 11 million online users. Now Netflix is already in the streaming business, transforming into an Internet company, and for an Internet company, having 11 million paying subscribers is a very staggering statistic, and the stock price is bound to skyrocket. When the time comes, Netflix will split off Blockbuster, sell the store business, and then issue an additional round of shares, which can easily solve the debt problem.
Hastings is really a powerful character, and I underestimate him too much!
Netflix has been holding back for the past few months, and must have prepared enough funds, since they have launched a takeover war, they will inevitably go all out to win Blockbuster, and they will definitely not give up halfway. Even at a high premium, they will grit their teeth and gnaw Blockbuster off. As long as Blockbuster can be gnawed down, Netflix has a bright future.
To stop the Netflix acquisition, Zhang Ran has almost no particularly good way, unless he completes the control of Blockbuster before Netflix. However, that requires a lot of money, and now Zhang Ran doesn't have much money in his hands, so he can't complete the acquisition at all.
In fact, whether it is an acquisition or a counter-acquisition, the most important thing is capital, and now Netflix has raised a lot of funds, which is enough to complete the acquisition, and Zhang Ran's funds are pressed in Paulson's fund, and it is impossible to withdraw them. Even if Zhang Ran wants to take out a mortgage, it will take time to prepare, and it will be too late.
What's more, at the beginning of next month, Blockbuster will hold a shareholders' meeting, and even if Netflix can't complete the holding, it only needs to become the largest shareholder and enter the board of directors at the shareholders' meeting, and it may be able to control the company.
The reason why Netflix is attacking now is precisely because it sees that the shareholders' meeting is about to be held, and the timing is really well chosen.
There are several ways to counter Netflix's mastery of the company, such as shark repellent clauses, gold parachutes, and so on. The problem is that Netflix is determined to make acquisitions, and these strategies cannot be stopped, and if countermeasures such as shark repellent clauses and gold parachutes are introduced now, they will become the biggest obstacle when Zhang Ran buys them next year.
But if these countermeasures are not introduced, Netflix can easily complete the control of Blockbuster, and Zhang Ran's vision of the video streaming plan will be completely bankrupt.
Zhang Ran is now unable to advance or retreat, and is in a dilemma.
What to do?
Sitting in the office and muttering for a while, Zhang Ran's eyes lit up and he smiled, Netflix's acquisition of Blockbuster is not necessarily a bad thing! He picked up the phone and dialed the number of Blockbuster CEO Antioco, and said, "John, what do you think of Netflix's actions!"
Antioco has worked in Blockbuster for more than ten years, watching the company go public, but also watching the company decline step by step, in his opinion, it was Netflix that launched the mailing DVD business, which led to the decline of Blockbuster, he has a deep hostility towards Netflix and Hastings, and absolutely does not want to see Blockbuster fall into the hands of Hastings. What's more, once Netflix acquires Blockbuster, it will definitely be replaced by its own people, and he, the CEO, will come to an end.
After hearing Zhang Ran's words, Antioco said angrily: "Mr. Zhang, this is a hostile acquisition, they don't respect us at all, I resolutely oppose this kind of behavior!"
Zhang Ran needed Antioco to stretch the entire acquisition process as long as possible to buy time for his counterattack, and smiled: "I have the same idea, I met Hastings once, and he tried to convince me to sell Blockbuster's online users to Netflix, but I refused. I believe that if Netflix becomes the owner of BesTV, he will definitely split up BesTV, merge online users into Netflix, and then sell BesTV's store business!"
Antioco was horrified when he heard this, if Netflix really did this, Blockbuster would die without a place to be buried, and immediately said: "We must formulate countermeasures to deal with Netflix's hostile takeover!"
Zhang Ran said: "I support you!"
Zhang Ran is the majority shareholder of the company, and he has two seats on the board of directors, so it is easy to implement the measures anyway with his support. Antioco said confidently, "We'll fight off Netflix!"
Hanging up Antioco's phone, Zhang Ran knocked on Zhang Heping's office and said worriedly: "Minister Zhang, I have encountered a little trouble and need to take a few days off. ”
Zhang Heping knew that Zhang Ran was the kind of person who liked to carry everything by himself, and he would not easily complain, since he said that he was in trouble, he must be in big trouble, so he said: "You go, if there is a place where you need help, just say it." ”
Zhang Ran nodded and said, "It's okay, I can handle it!"
Coming out of Zhang Heping's office, Zhang Ran hurried to the peak of the century. On the way, he called Wu Ruide and asked him to inform the members of the company's board of directors that he was going to hold an emergency meeting.
By the time Zhang Ran arrived at the company's conference room, the personnel had almost arrived. Zhang Ran walked to the main seat and sat down, clasped his hands in front of his chest, closed his eyes and bowed his head in contemplation. Wu Ruide and the others became nervous when they saw Zhang Ran's reaction, and began to call to urge those who had not yet arrived to arrive as soon as possible.
After waiting for about ten minutes, the participants in the meeting were basically all there, and Zhang Ran went straight to the point and told Netflix about its acquisition of BesTV.
Zhang Ran's acquisition of Blockbuster shares was acquired in his own name, not in the name of the peak of the century, except for Wu Ruide, no one else is very clear about this, and they don't know what it means for Netflix to stick in the side.
However, Wu Ruide knew why Zhang Ran wanted to acquire the shares of Blockbuster, and also knew that Zhang Ran planned to complete the controlling stake of Blockbuster in the coming year, and now when he heard Netflix's intention to acquire Blockbuster, he immediately understood why Zhang Ran was so anxious: "What now, do you have any plans?"
Zhang Ran looked at everyone and said slowly: "I don't plan to stop Netflix from acquiring Blockbuster, but let them complete the acquisition." But when Netflix completed the acquisition, we attacked Netflix and launched an acquisition from Netflix!
Hearing this, everyone present changed color, and even Wu Ruide, who has always dared to think and do, stood up in shock: "Netflix has a market value of 1.5 billion US dollars, how much does it cost?"
Zhang Ran looked at Wu Ruide and said firmly: "It's about 3 billion! We can't come up with such money now, so we must use leveraged buyout, use Netflix's assets and future earnings as collateral, and borrow from the bank to complete this acquisition!"
Everyone present poured a sigh of relief, $3 billion!
Wu Ruide has participated in mergers and acquisitions and experienced capital sniper warfare, but the capital at the peak of the century is too large, and even he is nervous: "Overseas mergers and acquisitions can only be acquired in pure cash according to international practice, financing is particularly important, even if you use leveraged buyouts, you also need to raise some funds yourself, we are a new company, credit is relatively low, and investment banks can provide up to 70% of the funds." In other words, we need to raise about 900 million yuan by ourselves, where are we going to get this money?"
Zhang Ran shook his head and said: "3 billion is an optimistic estimate, if the funds are not enough at that time, it will be troublesome, so we must make full preparations, and it is best to raise 1.2 billion!"
Wu Ruide smiled bitterly: "1.2 billion US dollars, our entire century peak is now worth 5 or 600 million, where are we going to get this money?"
Zhang Ran looked at Wu Ruide and said: "I personally find a way to raise 800 million and lend it to the company, and the remaining 400 million, do you think of solving it, is there a problem?"
Wu Ruide was relieved to hear that 400 million was raised: "400 million is no problem, the North American box office of "Time and Space Warrior 2" is close to 200 million, and the income we finally get should be more than 200 million, we can pledge the income of the movie, and it is not a problem to get a loan of 200 million, and the remaining 200 million, we pledge the company's assets, which can be easily solved!"
Zhang Ran exhaled softly and lifted his spirits: "Very good! For us, this is a war that cannot be lost, if we lose, we will lose the opportunity to master the streaming media, and our movies will lose an important outlet." Netflix is determined to buy it, and it will take too long to do it! We don't have much time to leave, we must raise enough money within two months, otherwise things will be in trouble! Let's split up!"
After the meeting, Zhang Ran immediately flew to the magic capital, found Yu Liping, president of Rothschild Bank Greater China, and invited Rothschild Bank to serve as the exclusive financial advisor for the acquisition of Netflix by Century Peak. Helping companies with mergers and acquisitions is what Rothschild Bank is good at, and they operated Geely's acquisition of Volvo in the last century. The choice of Rothschild Bank instead of Goldman Sachs, which has worked with banks, is mainly to avoid leaks.
After investigating the financial situation of Century Peak, Rothschild Bank quickly invited professional institutions including Deloitte Touche Tohmatsu and Fuld Law Firm to join the M&A team to support the acquisition of Century Peak.
While Zhang Ran was busy building the M&A team, Netflix continued to increase its shareholding in Blockbuster, increasing its shareholding to 16%, surpassing Zhang Ran to become the No. 1 shareholder of Blockbuster.
The acquisition war of listed companies is not only a professional and technical war of investment banks, but also a war of public opinion. While continuing to acquire Blockbuster's shares, Netflix is also launching a public opinion offensive.
Brent Hill, an analyst at Citigroup, blamed Blockbuster's management for failing to develop a workable plan for the company, resulting in the company's continued losses. In his column, he said: "In the past two years, Blockbuster has been losing money, and during this time, what has the Blockbuster board of directors done? Where is the plan? Why is Netflix left far behind?"
In addition, many media and analysts have also sung about Blockbuster, not optimistic about the company's prospects, believing that DVD is a sunset industry, and the Internet and streaming media are the future. Although none of these people said it directly, the meaning is very clear, merging with Netflix is the best choice, and they are very optimistic about Netflix's acquisition.