Chapter 864: Secret War
A Motorola spokesman declined to comment after the Wall Street Journal broke the news, while Century Summit issued a 12-page prospectus explaining the acquisition to the US Securities and Exchange Commission. On the phone, Zhang Ran explained the ins and outs of the acquisition and sought their support.
Century Summit said in the acquisition prospectus that Century Summit offered Motorola a price of $44.8 per share, and the amount involved was all in cash. Century Summit has always believed that the Internet is the future of movies, and mobile phones are the most important output port for future movies. The peak of the century cannot have a TV station, and it is very important to have the output port of a mobile phone, so that it can be in a landed position in the future competition. After the completion of the acquisition, Motorola's previous partnership will continue and will not be easily changed.
On this day, the pinnacle of the century broke a shocking inside story through the media, Nokia CEO Stephen Elop has an agreement with Microsoft, as long as he can get Nokia and Microsoft to cooperate, he can take over as Microsoft CEO after Ballmer retires.
Elop left Microsoft to take over as Nokia's CEO in October, a few days after announcing that he was abandoning the Symbian platform, scrapping the MeeGo system developed in partnership with Intel in favor of Microsoft's latest P7 platform. This reform measure has caused widespread questioning, the Symbian platform is still profitable, and MeeGo is a system developed by Nokia itself, how can the king of the dignified mobile phone field give up his autonomy and become Microsoft's little brother, many Nokia supporters say that Elop is a Trojan horse implanted by Microsoft.
After this news was reported, it immediately caused an uproar. Elop's Fly and Facebook accounts were drowned out by the spit of Nokia fans around the world, and even former Nokia executives jumped out to denounce Elop's strategy as destroying the whole of Nokia.
Just the next day, Century Summit received a notice from Motorola that the bidder had raised the offer to $45 per share in the form of cash and stock. Before Zhang Ran and the acquisition team could respond, they received another notification from Motorola that the bidder raised the bid price to $45.5, this time in an all-cash form.
Zhang Ran and the acquisition team believe that the acquisition of Google in the form of cash and shares is Google, and Google's acquisitions in recent years have been in the form of stocks and cash, and the acquisition of all cash should be Microsoft, because Microsoft has 100 billion cash, and in recent years, Microsoft's development has not been very smooth, and the appreciation of stocks is very small.
After analyzing the two rivals, Century Summit raised the bid price to $46 for a total value of $14.375 billion, and the entire acquisition was all cash. Generally speaking, the most reliable in a takeover war is often cold cash, not stocks that can depreciate at any time. Transactions with all-cash tend to be in a more advantageous position. Of course, if the company's prospects are better, stocks with higher appreciation are another matter.
On February 18, Mobile World Congress 2011 was held in Barcelona, Spain. Nokia held a press conference at the conference, but at the end of the conference, a reporter asked Nokia CEO Elop on the spot: "Are you Microsoft's Trojan horse?"
In response to this question from reporters, Elop denied it on the spot: "We made sure that the entire management team of the company was involved in the process, and Nokia's reform measures were made by the entire board of directors. ”
However, the reporters did not let Elop go, and continued to besiege him: "Do you really have an agreement with the Microsoft board? Is it possible to get Nokia to cooperate with Microsoft, and when Ballmer retires, you can take over as Microsoft's CEO." ”
Like a cat with its tail stepped on, Elop jumped up and shouted, "Slander, this is pure slander! I don't have any agreement with Microsoft, you are slandering my personality and my professional ethics!"
The reporters present saw that Elop was so excited, and wanted to say that it was an insult to personality and professional ethics, saying that you are a Trojan horse, that is a naked insult, you didn't react so much, it seems that you have reached an agreement with Microsoft should be true!
A reporter immediately asked, "What do you think about Microsoft's acquisition of Motorola?"
Elop said with a dark face: "So far, there is no evidence that Microsoft has actually joined the acquisition of Motorola!"
Another reporter asked, "What if it's true?"
Elop's face was so black that he was dripping: "I reject this hypothesis!"
Soon after the press conference, Elop called Microsoft CEO Steve Ballmer. After his agreement with Microsoft broke, not only did Nokia fans question it, but even some shareholders questioned his decision. In this case, if he insists on cooperating with Microsoft, the position of CEO is likely to be lost.
Elop said in a deep voice: "Steve, Microsoft must pull out of the acquisition of Motorola, or I will not be able to account to the board of directors and shareholders." If Microsoft insists on acquiring Motorola, then Nokia will have no choice but to end its cooperation with Microsoft!"
Ballmer's original idea was to negotiate with Motorola to buy only Motorola's patents. But Microsoft soon discovered that Google had stepped in with the acquisition of Motorola. Ballmer didn't expect Google to make a move on Motorola so soon, so he immediately changed his mind and decided to buy Motorola. Of course, he also knew that this would cause Nokia uneasy, so he assured Elop that Microsoft would soon sell its mobile phone business after buying Motorola.
Now hearing Elop's repentance, Ballmer said unhappily: "Stephen, didn't we say okay? Microsoft only wants patents when it acquires Motorola, and after completing the acquisition of Motorola, we will sell Motorola's mobile phone business as soon as possible!"
Now that Elop's position as CEO is threatened, where does he care about anything else: "My reform at Nokia has been questioned a lot, and if I continue in this form, I am afraid that I will not be able to wait for you to sell the Motorola mobile phone business, and my position as the CEO of Nokia will not be guaranteed! If my position is not guaranteed, it will be difficult for the new CEO to continue to cooperate with Microsoft." None of us can afford to lose, we have no choice, Microsoft has to pull out of the acquisition of Motorola!"
Ballmer frowned, "Isn't there any other choice?"
Elop said categorically: "No, if Microsoft insists on acquiring Motorola, then the cooperation between Nokia and Microsoft will end here!"
Ballmer heard Elop say this and knew there was no room for irreparation. Sniping at Google is important, but the partnership with Nokia is even more important. He immediately stated: "I understand, Microsoft withdrew from the acquisition of Motorola and will not make any more offers!"
Two days later, Google raised its offer to $46.5 per share, while Century Summit quickly raised its offer to $47 after being notified by Motorola.
By the time Google raised its offer to $47.5 again, the Summit Acquisition team knew that their strategy had worked and that Microsoft should have pulled out of the bid. At this point, the only real bidder is Google. Century Summit raised its offer again, offering $48 per share.
On February 22, Motorola asked Century Summit to submit its "best final offer" by 2 p.m. on the 24th. Sanjay Jia personally called Zhang Ran and said that if Summit can raise the offer to $60 per share, Summit will get the right of first refusal to bid, and Motorola will enter into exclusive negotiations with Summit Century.
Since no one knows what the final offer of the other party will be, it can only be judged through various information, which is a huge test for the acquisition teams of both parties!
After receiving the notice from Motorola, the Century Summit acquisition team immediately held an emergency meeting to discuss the final offer.
Zhang Ran said with a solemn expression: "Gentlemen, now the time has come for our wisdom and courage to take the postgraduate examination, what price can we bid to get the right of first refusal, but at the same time it will not cost too much money, I need a specific number!"
Mike Wyatt smiled and took out a fax to hand out to everyone, smiling and explaining: "This is an article that will be published in the Wall Street Journal tomorrow morning, which mentions the details of Google's bid, and the price set by Google's board of directors for this acquisition is $16 billion." ”
Zhang Ran took a closer look at the contents of the fax, and it was indeed written that the price set by Google's board of directors for this acquisition was 16 billion. If Google really bids 16 billion, then Summit of the Century only needs to bid 16.1 billion to win. But Zhang Ran didn't feel any excitement, but was a little uneasy, is this true or fake?
If it's true, then it's simple, but what if it's a trap set by an opponent?
Zhang Ran looked at Mike Wyatt and asked, "Can you guarantee that this is true?"
Mike Wyatt was slightly stunned when he heard this, and then explained: "The person who wrote this article is my friend for many years, and this news comes from a Google insider he knows, and it shouldn't be fake." ”
Zhang Ran shook his head lightly and said, "I believe that your friend will not lie to you, but will the person who gave you the news of your friend lie to him? Don't forget that our opponent this time is Joel Zawi, the best M&A expert at Goldman Sachs, is your old rival." Since we were able to find out that Google's acquisition advisor was Yoel Zawi, it is entirely possible that Yoel Zawi and they could also find out that you were our advisor. Now that Yoel Zawi knows that the opponent is you, it is only natural that he will pass on the fake news to your friends!"
The smile on Mike Wyatt's face froze, if this was really Joel Zawi's trick, then he might have planted it! He has always thought that Google's highest offer is around $16 billion, and now he gets the news that the limited price given by Google's board of directors is 16 billion, and this news comes from his friend, and he logically thinks that this news is true.
Wu Ruide and Zhang Ran have exactly the same opinion: "This incident is too coincidental, it didn't break out sooner or later, but it broke out at the most critical moment! Goldman Sachs is a group of insidious villains, and it is completely possible for them to play this kind of trick!"
Mike Wyatt completely calmed down: "Google is a public company, and for such a big acquisition, the board of directors will definitely give a price limit. If 16 billion is true, then we can take it if we pay 16.2 billion dollars. But if it's fake, the limited price won't be too far from 16 billion. The reason why they release fake news is actually to hope that we believe that 16 billion is their highest price, so that our bid must be around 16.2 billion, and they only need to offer a slightly higher price than 16.2 billion to be able to beat us. In this way, we can be sure that their offer should be around 16.4 billion!"
Everyone present was amazed, no matter whether the limited price of 16 billion was true or not, as long as the price of the peak of the century was higher than 16.4 billion, this acquisition could be won.
Mike Wyatt looked at Zhang Ran, then at the others, and said with a smile: "Since the opponent's offer is around 16.4 billion, then we only need to quote 16.5 billion to win, but for the sake of insurance, I suggest 16.7 billion US dollars, 53.44 US dollars per share!"