Blockbuster's management is adamantly opposed to the Netflix takeover, and if Netflix completes the acquisition of Blockbuster, the vast majority of these executives will be purged. As a result www.biquge.info management quickly hired Goldman Sachs as an investment advisor to work with Blockbuster's legal counsel to develop an anti-takeover plan.

At the same time, Blockbuster also hit back in the Wall Street Journal and other media, claiming that the loss was only temporary, and in the past ten months, Blockbuster's online users have increased by 2 million, and Blockbuster's online users have increased at a rate of 20,000 per day in the last two months, while Netflix has only 100,000 new users in three months, and Blockbuster has completely defeated Netflix.

Subsequently, a spokesperson for Blockbuster officially stated on the acquisition of Netflix: "We welcome Netflix's strategic investment in Blockbuster, but we will intervene in this kind of behavior that does not communicate with the board of directors and tries to control Blockbuster by buying shares on the open market, and if necessary, we will launch a variety of countermeasures, including the poison pill plan." ”

Blockbuster's management wants to launch the poison pill program directly to get Netflix out, but shareholders do not want to initiate countermeasures, including the poison pill program, because if they are implemented, they will scare away potential acquirers and the company's stock price will not rise. For shareholders, it is not important whether the acquisition is friendly or malicious, but the rise in the stock price.

However, Blockbuster's statement did not deter Netflix, and the next morning, Netflix announced that it had made an offer to Blockbuster's board of directors to acquire all of Blockbuster's remaining outstanding shares, which are expected to total more than $750 million at $7.5 per share.

On June 23, Blockbuster announced that its board of directors had rejected Netflix's takeover bid, and at the same time, it had launched two countermeasures against Netflix's hostile takeover, the poison pill program and the shark repellent clause.

If Netflix continues to increase its holdings of Blockbuster shares, resulting in a ratio of more than 20%, then shareholders other than Netflix can buy the additional shares issued by Blockbuster at half price with the options in their hands, and the shares in Netflix's hands will be diluted to about 2%. When Shanda acquired Sina in 2005, Sina threw out a poison pill plan to fight back. Until 2006, Shanda still couldn't crack it, and finally had to sell off Sina's shares.

At the same time as the launch of the poison pill program, in order to prevent Netflix from controlling the board of directors, Blockbuster announced a protective measure for the board of directors - the shark repellent clause. It stipulates that only one-third of the directors shall be re-elected at each general meeting of shareholders, and each director shall be appointed for a term of three years, and the general meeting of directors shall not remove him or her from office without cause before the expiration of the term of office.

As a result, it would take three years for Netflix to completely restructure its board of directors, eliminating all the old directors. If Netflix can't quickly restructure Blockbuster's board of directors and management, even if it has more shares, it will be equivalent to no acquisition, because Netflix can't implement the restructuring and launch a new strategy. For the other shareholders of Blockbuster, there was plenty of time to organize a counterattack.

In a filing with the U.S. Securities and Exchange Commission on Monday, Netflix CEO Hastings strongly condemned Blockbuster's short-term plan and shark repellent clauses, claiming that they were invalid without a shareholder vote and that Netflix would file a lawsuit if necessary, while Netflix announced an increase in the purchase price to acquire all of Blockbuster's shares at $8 per share.

It was also on this day that Zhang Ran, who had been holding back, finally made a move. He smiled and called his agent: "Raised the stake to 19.5% and regained the position of the largest shareholder!"

The agent replied, "No problem!"

Zhang Ran put down the phone and smiled, Mr. Hastings, you must be very proud now, you think you have a chance to win, right?

Don't worry, this is just the beginning!

Zhang Ran was in a very good mood and hummed softly: "No guns, no cannons, the enemy made us ......"

Hastings learned the news the next day, and he knew that Zhang Ran would definitely fight back, but this counterattack was nothing short of drizzle, and it did not pose any threat to Netflix's acquisition plan. He smiled and said to McCarthy, the company's chief financial officer: "Zhang Ran's counterattack is too weak, it seems that he really has no money in his hands!"

McCarthy nodded: "He spread too big, and I heard from Morgan Stanley that he mortgaged his Google shares to Goldman Sachs and took out a loan of $1.2 billion." It cost 130 million to acquire Summit Entertainment, and 100 million was also injected into Summit Entertainment. He signed a $1 billion financing deal with Fox. In addition to this, he has made large-scale acquisitions and investments in China, and last month he also acquired a clothing company. He really doesn't have much money in his hands, and he can't pose too much of a threat to our acquisition!"

Hastings showed a mocking smile: "Is he crazy about buying a clothing company? You should focus on doing business, you want to do everything, and you often can't do anything well in the end, it seems that the success of YouTube and Fly has overwhelmed his mind!"

McCarthy smiled: "It's a good thing for us, if he has enough money in his hands, I'm afraid we'll be in a tough battle!"

Hastings nodded slightly: "If he completes the acquisition of Blockbuster early and goes all out to implement the grid connection plan, Netflix really has no effective way to fight back." Not to mention him, the increase in shares to 19.9%, we entered the shareholders' meeting as the largest shareholder, and dismantled the current board of directors of BesTV!"

On this day, Netflix raised its shares again to 19.9%, surpassing Zhang Ran and re-becoming the largest shareholder of Blockbuster.

Also on this day, Blockbuster once again vetoed Netflix's takeover offer, and at the same time, in order to strengthen the defense, the board of directors also passed the golden parachute clause, stipulating that within three years the change of ownership of the company leads to the dismissal of management, and the dismissed executives will receive compensation from the company 10 times their annual salary.

If Netflix wants to control the board of directors of Blockbuster, it will inevitably dismiss directors, dismiss executives, and even dismiss the owners of the company, leaving only assets. In the dispute between Bora and Vanke in the previous life, Bora was ready to wash Vanke in blood and remove all directors and supervisors, including Wang Shi. With the golden parachute, the dismissal of executives will have to be compensated at a sky-high price, which greatly increases the cost of the acquisition.

The next day, Netflix made an $8.50 takeover offer, and at the same time, Netflix claimed to appoint two independent directors to BesTV.

Blockbuster rejected Netflix's offer again, but some shareholders asked Blockbuster to negotiate with Netflix, which is close to the psychological price of some shareholders, and they are willing to sell their shares if it is higher.

However, Netflix did not continue to offer, and on June 29, they called on all registered shareholders through the media and the Internet to actively participate in the upcoming shareholders' meeting, and at the same time, expressed the hope that shareholders would fill out the power of attorney and entrust Netflix to vote at the shareholders' meeting on their behalf.

Netflix is starting to prepare for the next shareholders' meeting, and the battle for the proxy letter has officially begun!

The shareholders of large listed companies are often very dispersed, they hold different number of shares, different occupations, different levels of education, and may not know anything about the company's decision-making and operation. Therefore, the voting rights of their shares are usually delegated to relevant parties, such as company management, board members, etc., which is called a "power of attorney".

In the U.S., every time a director is re-elected, there is often a "battle" to solicit voting proxies. The current management is struggling to secure a proxy to maintain their position, while opposition shareholders or third parties are trying to gain control and management of the company. Netflix hopes to obtain enough proxy to control Blockbuster's board of directors through resolutions such as a reshuffle of the board of directors, thereby removing the poison pill program and shark repellent clauses and paving the way for the completion of the tender offer.

However, Netflix, as a hostile takeover, as an opponent of Blockbuster, is not easy to win the authorization of shareholders, and in this case, Netflix has stepped up its public opinion offensive and lashed out at Blockbuster's management, performance and strategy.

In the past three months, Netflix has collected enough ammo to definitely target their attacks.

Antioco, the CEO of Blockbuster, was the focus of Netflix's criticism, accusing Antioco of not having a little shame in the face of the company's continuous losses last year, and not only did not reduce the compensation, but received a double salary of $7.6 million. Listed companies should aim to maximize the interests of shareholders, and only when the efficiency of the enterprise is improved, can the operators have high returns; if the enterprise does not make money, the executives can still get double bonuses, which is unjustifiable in any case.

A Netflix spokesperson claimed that Antioco used its position as chairman to obtain huge remuneration, harmed the interests of the company and the majority of investors, and failed to fulfill its responsibility to protect the interests of the company and shareholders.

The company's continuous losses, and the executives were able to get huge bonuses, undoubtedly greatly angered Blockbuster's shareholders and employees, and the management suddenly lost the support of many shareholders.

Antioco felt the pressure and publicly clarified the matter, according to the company's requirements, if he could achieve a gross income of 280 million and reach 2 million online users at the same time, he would be able to get an additional bonus, and he achieved his goal of reversing the unfavorable situation of Blockbuster's business and obtaining a small profit, and there was no problem with this bonus.

Zhang Ran supports Antioco, feeling that there is nothing wrong with this bonus, in recent months, the growth rate of Blockbuster's online users has been obvious, the company's future is bright, and the double bonus is not too much.

However, the other shareholders of the company do not see it that way, in their opinion, the share price of Blockbuster has fallen by 40% in the past three years, and the stock price has been falling in recent months. Some of them have begun to secretly contact Netflix in hopes of removing the company's board of directors and protecting the interests of shareholders.

At the same time, the three board candidates nominated by Netflix were also actively canvassing among shareholders, telling shareholders that the company belongs to shareholders, so why not let someone who can truly represent the interests of shareholders be elected to the board of directors? Why not put smart people on the board and watch the CEO do his job?

In the face of Netflix's fierce offensive, Antioco was under pressure and began to call fund managers and major shareholders, hoping that they would stand on the side of management at the shareholders' meeting. Zhang Ran is the second largest shareholder after Netflix, so he is naturally the focus of the competition.

Zhang Ran's answer is very clear: "I am on the side of the management and firmly oppose Netflix joining the main board of directors!"

In the days that followed, the war between Netflix and Blockbuster escalated further, with both sides lashing out at their opponents for deliberately distorting, concealing, and distorting facts, even pulling out each other's private lives.

July 8, 2007 is the day of the shareholders' meeting of BesTV, and it is also the day of the final battle. At eight o'clock in the morning, Zhang Ran came out of the hotel, looked at the rising sun, his face was full of comfort, he believed that today's shareholders' meeting must be very exciting.