The conference room is not very large, and in the center is a narrow dark brown imitation mahogany conference table, which is very long, reminiscent of the deck of an aircraft carrier. On one side of the conference table, Zhang Ran, Wu Ruide, Ye Lin and other people at the peak of the century sat in turn, while on the other side of the table were people from Morgan Stanley, Rothschild Bank, and Fuld Law Firm, led by Mike Wyatt, Morgan Stanley's head of global technology mergers and acquisitions, who was the leader of the acquisition.

Mike Wyatt has been with Morgan Stanley for 22 years and has served as financial advisor on more than 125 transactions, including Intel's $7.7 billion acquisition of McAfee in 2010. He left Bear Stearns in 1995 and joined Morgan Stanley, where he helped ingram Micro, SanDisk and Seagate go public, and was also a financial advisor to Amazon and Yahoo, making him one of the world's top acquisition experts.

Now the entire acquisition team is making final preparations for the acquisition of Motorola, according to the normal acquisition bidding process, Motorola will select several of the most sincere and powerful companies to enter the second round after contacting companies with acquisition intentions, and then select an acquirer to sign an exclusive preemptive bidding right through the bidding to become a preferential bidder.

The so-called preferential bidding is a commonly used method for foreign enterprises, which means that when an enterprise releases its intention to sell, it is satisfied with some acquisition plans and expresses its preferential intention, which will only arise in the early negotiation. However, becoming a preferred bidder only means that you have a good position in the bidding, and there are still many variables as to whether you can win it in the end.

For Century Summit, the most important thing now is to win the right of first refusal to bid for the acquisition of Motorola and become the first bidder. Since the bidding was confidential, there were several companies that made it to the second round, and it was unclear which ones made it to the second round, and figuring out who was the top priority for the acquisition team.

Mike Wyatt presented the intelligence team's analysis: "According to the information we have received, Microsoft has recently raised 10 billion and Google has raised 8 billion, so it is certain that Google and Microsoft are involved in this bidding, and there is no doubt about their strength to enter the second round." ”

Hearing the large-scale financing of Microsoft and Google, everyone present nodded slightly.

Zhang Ran also said: "Microsoft and Google are really involved!"

Ordinary people may not understand why Google needs financing when it has 36 billion in cash and Microsoft has 100 billion in cash, and they have enough cash to buy Motorola.

In fact, the reason is very simple, in order to avoid taxes, companies such as Microsoft and Google basically have cash and cash equivalents overseas. If they move those funds within the United States, they are subject to a 35% tax rate. If Microsoft and Google were to move the company's cash directly into the U.S. for acquisitions, it would incur a hefty tax bill of billions of dollars.

Acquisitions made through borrowing do not have to pay this tax, and interest paid on borrowing can be deducted at tax time, thus reducing the amount of future tax bills. By borrowing to finance the acquisition, Microsoft and Google will not only avoid paying billions of dollars in tax bills, but will also be able to reduce their taxable income and save millions of dollars through interest deductions in the coming years.

Just like Apple, which has 200 billion in cash in its hands, it can be said that it is the company that is not short of money in the world, but in 2013, it issued $12 billion in bonds for stock buybacks and dividends. Borrowing to pay dividends by borrowing may sound incredible, but it's actually the same reason Microsoft and Google borrowed money.

Zhang Ran looked at the crowd: "It doesn't matter who the other opponents are, the key is Microsoft and Google." Microsoft wants to take down Motorola and kill Android through patents, and Google wants Motorola's patents to erect a bunch of walls for Android, and the two of them will definitely not let go easily. Motorola is very important to us, and we have to overcome the difficulties and persevere until the end. The question now is what price can we win? Is it possible to win at the lowest possible price? If we fight for money, we will definitely not be able to fight Microsoft and Google, so we must outwit!"

The peak of the century issued $7 billion in five-year bonds in North America in July last year, plus the company's own funds of 5.5 billion, adding up to only 12.5 billion, while Microsoft has more than 100 billion in cash and Google has more than 36 billion.

Mike Wyatt looked at Zhang Ran and said: "Microsoft can rule out, Microsoft's determination will not be too strong, our real opponent is Google!"

Zhang Ran was a little strange, when Google wanted to acquire Nortel Networks in the last life, Microsoft jumped out to stir up the situation, and finally pulled the bidding price of Nortel Networks from $1 billion to $4.5 billion, how could he retreat easily this time, and couldn't help asking: "Why?"

Mike Wyatt analyzed: "Microsoft's acquisition of Motorola has two purposes, to obtain Motorola patents, and to crack down on Android. However, 3 days ago, Nokia President Elop announced the cancellation of the MeeGo system developed in cooperation with intel, and announced that Nokia and Microsoft have reached a strategic partnership to adopt the P operating system. Nokia now has a market share of up to 35% in the mobile phone market, and partnering with Lokia can significantly increase P's market share. If Microsoft acquires Motorola at this time, Microsoft will have its own mobile phone, then the cooperation between Nokia and Microsoft may have a crack!"

Zhang Ran felt that this was reasonable, he had some sympathy for Nokia in his heart, everyone in Silicon Valley knew that there was no good end to cooperating with Microsoft, and they dared to cooperate with Microsoft, which was simply a chicken cooperating with a weasel, and automatically delivered food to the door: "You can't take it lightly, what if Microsoft reaches an agreement with Nokia to leave the patent after acquiring Motorola, and then sell the mobile phone business? Elop was born in Microsoft, if Ballmer was lured by Microsoft's president, it is possible to persuade Elop, and he must not be careless!"

Mike Wyatt nodded and said: "It makes sense, when the time comes, we can spread rumors to make Nokia's shareholders suspicious, so that Microsoft is likely to withdraw from the acquisition in order to keep its cooperation with Nokia, and our real opponent is Google!"

Wu Ruide asked, "So what price can we offer to beat Google?"

Mike Wyatt gave his verdict: "About $16 billion!"

Zhang Ran asked, "What is the reason?"

Mike Wyatt explained: "According to our investigation of Motorola, Motorola has $3.1 billion in cash in hand, patents and technology valued at $3 billion, customer relationships valued at $500 million, other net assets valued at $800 million, and the remaining $1.5 billion in goodwill, for a total valuation of $8.9 billion. If it is acquired for 16 billion, the premium reaches 79.77%, which is very high. Second, Google is not the only Motorola to choose from, according to the information we have obtained, Google is still secretly in contact with Nortel Network, Nortel Network has 6,000 patents, and it only takes $12 billion to win Nortel Network, which is much smaller than the cost of winning Motorola!

Zhang Ran nodded slightly, in the last life, Google failed to compete for Nortel Network, and then made a quick move to win Motorola at a high price, but now things are completely reversed, and now the competition for Motorola is in front, if the competition for Motorola fails, Google can bid for the patent of Nortel Network, so Google does not have to win Motorola!

At this moment, Wu Ruide said: "If we can release a voice, after we acquire Motorola, we will not set up another portal, we will choose one from P and Android as a partner, and we can also weaken the determination of Microsoft and Google to acquire to a certain extent!"

When Zhang Ran heard this, he said directly: "Tell me about your specific thoughts." ”

Wu Ruide revealed his thoughts and thoughts: "We leaked the identity of our bidder through the media, so that the media must be curious about our acquisition and will definitely conduct interviews, and at this time, we can tell the media that we acquired Motorola in order to get the opportunity to talk to people or Google, and we hope to implant Zhufei and Blockbuster Online as customizations in Android or P!"

Zhang Ran thought it was a good idea, looked at Mike Wyatt, and asked, "What do you think?"

Mike Wyatt burst into laughter: "I think it works, it's a really great idea!"

Everyone else thought it was a great idea.

Zhang Ran asked: "I have a question, if we leak the news, then the acquisition of Motorola will be exposed and become known to passers-by, will it attract more bidders to join the bidding?"

Mike Wyatt smiled and comforted: "Motorola, a potential acquirer, has been approached in the past month, and the companies that enter the second round are all companies with strong acquisition intentions and strength. Of course, it cannot be ruled out that there will be new bidders joining as well. However, the new buyers are in a hurry and are not prepared enough, and it is almost impossible to raise tens of billions of dollars in a short period of time. If a new buyer joins, we immediately test the pressure on Motorola, asking Motorola not to delay the submission of bids because of the sudden appearance of a new buyer, otherwise it will withdraw from the bidding. In this way, it is impossible for the new buyer to complete the financing at all, and there will not be much of a threat to our acquisition!"

Zhang Ran was immediately relieved when he heard this: "Then how much do we quote in this round?"

Mike Wyatt gave his answer: "$44.8 a share, a total value of $14 billion!"

Zhang Ran turned his head to look at the actuaries at Morgan Stanley and Rothschild, then at the others, and asked, "What do you think?"

Everyone nodded: "This offer is more suitable for the first round!"

Seeing that everyone agreed with this offer, Zhang Ran immediately said: "Since this is the case, then we will quote Motorola at $44.8 per share." ”

On February 15, Century Summit made an offer to Motorola to acquire all shares of Motorola at a price of $44.8 per share, and the amount involved was all in cash. At the same time, Century Summit said that they did not want to participate in the auction, but hoped that Motorola would disclose its acceptable price.

Soon after Century Summit submitted its offer, Motorola sent a notice to Century Summit, claiming that if Century Summit could raise the offer to $60 per share, Century Summit could directly become a preferred bidder.

After consulting with the acquisition team, Zhang Ran rejected Motorola's request, which was too high, $60 per share, and $18.75 billion would be needed to complete the acquisition, a premium of nearly 100%. The pinnacle of the century is unacceptable, and neither is it possible for other competitors to accept it.

On this day, the Wall Street Journal suddenly broke a shocking news, a reporter said that he had seen an internal invitation letter for Motorola to hold a meeting, and one of the topics involved was the acquisition of Motorola by Century Peak. According to a person familiar with the matter, Summit of the Century is indeed in talks for Motorola, which could be worth as much as $13 billion, while its rivals include Microsoft and Google.

After the news of the Wall Street Journal broke, it immediately attracted great attention from the industry!