Chapter 26: Change of Ownership
"Sid, we have now spent $230 million to acquire a 17.8% stake in Victoria's Secret, using agency companies and anonymous transactions. Pen ~ fun ~ Pavilion www.biquge.info" Sequoia Capital's Mike Moritz said to Sid via video call.
Sid flipped through the latest operational briefing, and then said, "I remember what is the anonymous acquisition limit set by LTD for Victoria's Secret?"
"It's 20 percent, Mr. Leon. Said a financial trader next to Mike Moritz.
"So what do we do next?" asked Sid.
The so-called anonymous acquisition limit refers to the acquisition of public shares of a listed company, when the share of equity acquired reaches a certain limit, the acquirer must explain its intention to the acquired company.
Because the acquisition is not just a matter for both parties, but is related to the interests of all ordinary shareholders who have purchased the company's shares, and this is the public interest.
In the financial law of Britain and the United States, anything that involves the public interest will be quite strict, and even Wall Street companies will never dare to take it lightly.
So, with Sid's acquisition approaching 20% of the shares, it is impossible to keep the next thing a secret.
So—"Very simply," Mike Moritz sneered slightly, holding his gold-rimmed glasses, "ask for two board seats on Victoria's Secret's board, and then arrange for our people to come in." ”
"Good. Sid nodded solemnly, "That's it." ”
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In the second week of April, a thunderbolt of news suddenly shocked the LTD group in New York.
"What! Sequoia Capital wants a seat on Victoria's Secret's board of directors!?" Ed Ryzek, Victoria's Secret's marketing director, looked at his chairman, Leslie Wexner, in surprise.
Leslie nodded silently and said, "I also just received a call from the New York Stock Exchange last night, because Sequoia has acquired 19% of our shares!"
"That's not ......" Ed Ryzek immediately reacted, 19% of the shares, that means-
"Mike Moritz of Sequoia Capital emailed me this morning. Leslie said in a heavy tone.
"And what do they want ......," Ed Ryzek asked with a solemn expression.
"Two board seats!" Leslie's (Wexner) words made Ed Ryzek's face change dramatically.
"Two board seats!? Victoria's Secret only has four board seats!" As Victoria's Secret's marketing director, Ed Ryzek himself is one of Victoria's Secret's directors, and he certainly knows the situation on the board of directors.
At the beginning, in order to better control its subsidiaries, LTD Group simplified the board of directors of its companies. Not only have they reduced their board seats, but they have also installed their own henchmen.
The upside is that Leslie has absolute control over its subsidiaries, but the downside is just as obvious – once board seats change hands, it's easy to lose initiative.
"But why?" Ed Ryzek asked with a frown, "Isn't Sequoia Capital a venture capital that specializes in Silicon Valley companies?
Although Victoria's Secret has risen a lot in the past two years, because of its breakthroughs in annual shows and marketing, its market value has risen a lot compared with the early 90s. But if you want to compare it with the high-risk, high-valuation technology companies in Silicon Valley, it is still far behind.
Therefore, no matter how you look at it, Sequoia Capital, an investment predator, will not be interested in the underwear industry with low profitability!
"I want to know. Leslie (Wexner) said solemnly, he has always been scheming, but this time he suffered such a big loss, it was really difficult for him to swallow this breath.
And, more importantly, when Leslie (Wexner) received a call from the New York Stock Exchange, he immediately thought of the continuous public opinion attacks against him and Victoria's Secret in the past few months. Now, everything is open and clear.
"The public opinion attack of the previous few months, is it also!?" only then did Ed Ryzek react.
Since last month, the stock price of our group has fallen one after another, especially the share price of Victoria's Secret, which has evaporated hundreds of millions of market value. Leslie (Weckersnay) said hatefully, "Sequoia (Capital) took advantage of this opportunity to buy a large amount." ”
"Well, we...... Poison pill, yes! Poison Pill Project!" Although Ed Richek is not well-versed in finance, as a member of the board of directors of Victoria's Secret, he still knows about the poison pill plan, which is specifically designed to defend against hostile takeovers.
"I'd like to activate the poison pill, but I can't do it yet. Leslie shook her head.
"Ah, why?!" Ed Ryzek asked, a little flustered.
Leslie (Wexner) sighed slightly, what a waste, I don't even know this, and I have to explain it. He thought to himself.
But he would not have thought that when he, as the undoubted emperor, controlled the LTD group, it was his DC management that created the incompetence of his subordinates.
"Because Sequoia Capital did not 'hostile' takeover, they are now asking to join the company's management and gain a seat on the board. When a hostile takeover cannot be defined, the exchange will not agree to our request for additional shares. Leslie sighed.
I'm afraid that this has already been calculated by the other party, which is why Sequoia Capital will ask him so unscrupulously for Victoria's Secret board seat.
And when the other party controls half of the board of directors, then there will be no possibility of the poison pill plan being implemented at all.
In fact, since the invention of the poison pill program, the federal government has been cautious about the conflict between the interests of shareholders and the public interest of listed companies. Hundreds of years ago, North American companies were indeed allowed to issue additional shares at will without the approval of the exchange.
Some Wall Street predators have suffered this kind of loss, but on the one hand, the federal government has become more and more strict in this regard, and on the other hand, Wall Street financial institutions have been persisting in lobbying in Congress. Therefore, today, the use of poison pills is more and more restrictive and difficult, but it is not as unscrupulous as some emerging countries.
So when Leslie (Wexner) knew that he was facing Sequoia Capital, a Wall Street predator, he was mentally prepared for the failure of the poison pill plan.
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What happened next was quite dramatic.
When Leslie (Wexnay) called Mike Moritz of Sequoia Capital and asked him who he was going to arrange for on the Victoria's Secret board, he snorted arrogantly: "That's your business!"
Then Mike Moritz took the opportunity to insult Leslie (Wexner) and asked him to resign as CEO of Victoria's Secret immediately, so angry that Leslie (Wexnay) dropped the phone on the spot, and it was difficult for a guy like him to face Sequoia Capital's aggressiveness.
Subsequently, Mike Moritz publicly asked Leslie (Wexner) to disclose his psychiatrist's medical records to all shareholders to prove his physical and mental health to all shareholders.
Previously, although the media broke the news, among the shareholders of LTD, there were concerns about Leslie's (Wexner) psychological state, but no one has taken substantive action, and small and medium-sized shareholders have no right to speak.
So when Mike Moritz, a partner of Sequoia Capital, came out and spoke, it immediately caused a chain reaction in the capital market. The reaction was far more intense than Leslie (Wexner) and others had expected.
They hadn't had time to get the poison pill out of the matter, and the suspicion of Leslie (Wexner) himself was rising and going. Although Leslie (Wexner) also tried his best to refute and deny his mental health problems in the media, Sequoia Capital directly bypassed them.
Ask the Victoria's Secret board of directors to respond within a week, otherwise a general meeting of shareholders will be convened to remove the current Victoria's Secret board of directors and re-elect new board members to ensure the interests of large and small shareholders!
This set of serial punches down, Leslie (Wei Xunai) and others are basically confused, as the operators of Victoria's Secret, their gang of people planning some marketing plans are okay, but playing finance, they are still a hundred streets short of Sequoia Capital!
Although later, Leslie (Wexner) thought of introducing a new white knight (bona fide investor) to dilute Sequoia Capital's equity, no matter which fund they went to, Sequoia Capital would use all kinds of tricks and tricks in advance to force the other party not to take the LTD case.
Finally, just at the tail end of April, a news alarmed the North American clothing industry, and Victoria's Secret, which had been developing smoothly, announced that the equity had changed hands!
Sequoia Capital, a veteran fund in Silicon Valley, took over Victoria's Secret, the best-performing subsidiary, from LTD Group as an agent. Although LTD Group still has some stake in Victoria's Secret, it has been diluted by Sequoia Capital's continued capital injection, and on the other hand, Leslie (Wexner) and Ed Richek have been directly removed from Victoria's Secret board.
Although Leslie's position in the LTD group has not been affected, it is undoubtedly a bolt from the blue for everyone at Victoria's Secret!
The news of Victoria's Secret changing hands also appeared in some business media in due course, although this news still caused a lot of shock in the underwear industry, but compared to the earth-shattering bursting of the Nasdaq Internet bubble a month ago, it seems to be a small thing.
Therefore, it is very surprising that the change of ownership of Victoria's Secret did not cause too much repercussions and attention in the end, and it was completed "quietly".