After leaving the operation center, Zhang Ran drove to the building where the peak of the century was located. Pen Fun Pavilion wWw. ｂiquge。 info He rented an office building specifically for this acquisition as an office for the acquisition team. The entire acquisition team is very large, with more than 110 people and counting. The team members are all elites, and there are many industry giants in the backbone personnel.

It was almost twelve o'clock, and the lights were still bright in the office, and the lights were on in almost every office. Zhang Ran is the head of the entire acquisition team, and he has to be busy with the work of the Olympic Games during the day, so the meeting of the acquisition team is naturally arranged in the evening.

When Zhang Ran walked into the conference room, Yu Liping was discussing something with the members of the acquisition team, and each of them had a pile of documents in front of them.

Seeing Zhang Ran coming in, they all stopped and greeted Zhang Ran.

After Zhang Ran sat down, he opened the cup and took a sip of water, and asked, "I heard that the research report came out?"

Yu Liping stood up elegantly, put a stack of materials in front of Zhang Ran, and introduced in a professional tone: "Our estimate of Netflix is 1.2 billion, plus the acquired BesTV, the total valuation is 1.9 billion. The normal acquisition valuation is to contact the target to be acquired and obtain various data for analysis. We are a hostile takeover, there is no way to get accurate data, the offer is based on Netflix's financial reports and various public information, this valuation is not accurate. Following the valuation, we conducted anonymous testing with Netflix's shareholders and concluded that the offer reached $35 before Netflix could accept the takeover offer. We recommend that the first offer be around $25 and then negotiate and slowly increase the offer. ”

Most of the investors in listed companies in the United States are funds and investment companies, and they are more interested in the long-term development of the company, and will not sell stocks easily unless they offer a price that makes them happy. After Yu Liping completed the valuation of Netflix, they entrusted a third-party company to call one by one to test and ask them at what price they were willing to sell. Finally, through statistical analysis, when the price reaches $35, more than 50% of shareholders are willing to sell.

Zhang Ran slowly looked at the data in his hand, nodded slightly, and said, "$35, which is higher than I expected." That said, it would cost about $3.5 billion to complete the acquisition. How's the financing going?"

Yu Liping said with a smile: "The pinnacle of the century mortgaged "Time and Space Warrior 2" The proceeds of the company obtained 200 million funds, through the mortgage of the company's assets to obtain another 200 million funds, plus the 800 million funds you provide, a total of 1.2 billion, has now been injected into our Cayman Islands registered subsidiary; at the same time, we have obtained the Bank of China and China CITIC Bank M&A loan commitment letter, a total of 2 billion US dollars of credit; the remaining funds will be solved by issuing exchangeable bonds, we have contacted investment banks in the United States and Europe, they are willing to take over our bonds, financing 1 billion is not a problem, the acquisition funds are absolutely guaranteed。 ”

For mergers and acquisitions, the issue of capital is the key, and since the funds are guaranteed, the biggest obstacle to the acquisition is cleared. Although Rothschild Bank is no longer a big bank, it still has a wide network of contacts and does have a hand in mergers and acquisitions.

However, Zhang Ran did not feel relaxed because of this, and his expression was still very solemn: "The problem of funds does not seem to be big, and the rest is how to sneak attack." I'm a little worried about Hastings, he's a great guy, he's very decisive, and he's calm enough that after receiving our takeover offer, he's probably not going to accept it and bring in the White Knights, and if Netflix brings in the White Knights, then our plans are all in vain. ”

The White Knight is when the company becomes the target of mergers and acquisitions of other companies, and the company's management seeks to find a "friendly" company to merge with in order to prevent the occurrence of a malicious takeover, and this "friendly" company is called the White Knight. For example, after Vanke was attacked by Baoneng, it was ready to invite Shenzhen Metro to take a stake in Vanke and issue new shares to Shenzhen Metro, thereby diluting Baoneng's shares.

The introduction of white knights is not uncommon in the takeover war, and Yu Liping is not worried about this: "The introduction of white knights will not only dilute our shares, but also dilute the interests of other shareholders at the expense of other shareholders. As long as we unite with the other shareholders, we can easily veto this proposal. ”

Zhang Ran was not so optimistic: "What if this white knight is Microsoft?"

Yu Liping felt that Zhang Ran was a little worried: "How can a technology company like Microsoft buy a DVD rental company? Impossible, you don't have to worry too much." ”

Zhang Ran doesn't see it that way: "Netflix launched online video not long ago, and is also developing a set-top box, ready to deliver movie content directly to users. Microsoft itself is in the set-top box business, and the console Xbox 360 is also capable of watching online movies. If it acquires Netflix, Microsoft will be able to integrate Netflix's film and television resources into the set-top box, so that it can better compete with Apple. Streaming is the future, and Hastings and I can see that, and I'm sure Microsoft can see it too. Therefore, it is possible for Microsoft to be a white knight or even acquire Netflix. ”

After listening to this, Yu Liping felt that Zhang Ran's words were also reasonable, and muttered: "If Microsoft is a white knight, Netflix is equivalent to hugging a golden thigh, the stock price will definitely rise sharply, and shareholders will definitely agree, then we are powerless to fight back unless we hold 34% of the voting rights." When the management proposes to bring in a white knight, we can veto it. ”

According to Netflix's board of directors, major matters of the company can only be approved by more than two-thirds of the shares, and 34% happens to be more than one-third, so as long as you get 34% of the shares, you have a veto.

Zhang Ran smiled bitterly and said, "How can I get 34% of the shares?"

The problem is that it's hard to get 34% of the vote.

According to the U.S. securities law, holding 5% of the shares must be publicized within 10 days. And once it is publicized, Netflix will inevitably quickly initiate anti-takeover measures. As long as the poison pill plan is activated, it is impossible for Zhang Ran to buy shares again, so it is almost impossible to hold 34% of the shares.

If it is in the Netherlands or Germany, you can use the wolf pack tactic and open several different accounts, each at 4.99%, then you can avoid supervision and do not need to publicize it. When Porsche bought Volkswagen, it was secretly buying Volkswagen's shares through different accounts. The whole process lasted several years, until Porsche acquired a 70% stake in the company, and no announcement was made.

This practice does not work in the United States, and under the Securities Exchange Act of 1934, different individuals, different companies, when they act in concert, are considered to be one person, called concert parties. For example, Zhang Ran acquired 4% of Netflix's shares, and Zhang Jingchu began to acquire them again, so as long as she bought more than 1% of the shares, she must make an announcement, because she and Zhang Ran are acting in concert, and the shares are counted together, adding up to more than 5%. It's not just Zhang Jingchu, it's just letting Bai Yunfei and Wu Ruide hold shares, as long as they act in unison, they will be considered to act in concert.

If Zhang Ran conceals it and does not report it, as long as Netflix sues the court, then the court will issue an injunction to deprive Zhang Ran of their excess voting rights, and even force Zhang Ran to sell these shares within the specified time.

Ms. Yu was a consultant on the takeover, tasked with investigating, preventing and crushing the counter-takeover measures and actions of her opponents, and since Ms. Zhang had raised the possibility, she had to address it. It's just that she doesn't have any ideas now, so she said: "I'll come down to the team members to discuss this issue, and I will come up with a feasible plan as soon as possible." ”

Zhang Ran nodded slightly: "Just according to what you said, I hope to see a feasible plan as soon as possible!"

At the same time, in the conference room of Netflix.

Hastings' eyes were deep-set, his hair was messy, and even his goatee that had been carefully repaired was messy, but his eyes were sparkling and his whole body looked a little excited.

Since Blockbuster launched the grid-connected plan, Hastings's heart has never been calm, especially after Zhang Ran became the major shareholder of Blockbuster, he has never slept peacefully, he knows that this is a war that is either you die or I die, and the outcome is unpredictable. Now Netflix has more than 50% of the shares of Blockbuster in its hands, and Netflix has the last laugh in this war. However, in the past two days, he still hasn't slept well, and he is busy with Netflix's acquisition.

When everyone on the board of directors of Netflix arrived, Hastings looked at the crowd: "We are the winners in this acquisition of Blockbuster." However, this acquisition also sounded the alarm to us, we can hostile acquisition of Blockbuster, and other companies may also be hostile to Netflix, such as Zhang Ran, who is very optimistic about streaming media, and will definitely not be willing to quit like this. I've been thinking about a question these days, if I were Zhang Ran, what would I do?

Chief Financial Officer McCarthy said disapprerovingly: "Netflix plus Blockbuster has a market value of more than $2 billion, and if you want to buy Netflix, it will cost at least $3 billion, where does he get so much money? Even a leveraged buyout needs to bring one-third of his own funds, that is, 1 billion." Where did he get all this money?"

Hastings said solemnly: "It doesn't have to be Zhang Ran, it may be Amazon, it may be Wal-Mart, it may be other companies, no matter who the opponent is, we should be on guard to avoid the tragedy of Blockbuster from happening to us, so it is necessary for us to amend the articles of association and add anti-hostile merger and acquisition clauses to prevent the loss of control." I propose to convene an extraordinary general meeting and add two clauses, the shark repellent and the golden parachute clause!"

The acquisition battle between Netflix and Blockbuster has been witnessed by the directors. Without the poison pill plan, Netflix would be able to calmly acquire Blockbuster's shares from the secondary market for $6,7, thereby completing its controlling stake in Blockbuster. But with the poison pill plan, Netflix had to offer a price that would satisfy Blockbuster's shareholders, and finally made a ruthless return.

The directors felt the need to strengthen their defenses, and naturally there was a chorus of support.

On August 2, Netflix announced an announcement on amending the company's articles of association, adding a "golden parachute" clause to the company's articles of association to prevent hostile takeovers: "When the company is taken over by a merger, if it is really necessary to terminate or dismiss the company's directors, supervisors, presidents and other senior management before the expiration of their term of office, they must be approved by themselves, and the company must pay a one-time economic compensation equivalent to more than ten times the sum of their annual salary and benefits." ”

At the same time, Netflix also added a shark repellent clause: "During the term of each board of directors, no more than one-fourth of the total number of directors shall be replaced each year, and if a director resigns or is dismissed due to violation of laws, administrative regulations and the provisions of this charter, the fourth quarter shall not be subject to the requirement." ”

In the acquisition office of the peak of the century.

Yu Liping made a cup of tea and sat at the desk, looking at the report of Netflix's revision of the charter, her expression was a little solemn: "Zhang Ran is right, Hastings is a cautious person, but at the same time he is a risk-taking person, such a person is difficult to deal with, this acquisition will be a hard battle!"