In general takeovers, especially hostile takeovers that have not previously reached an agreement with the management, board of directors and major shareholders of the acquired company, the most important aspect is the secrecy of the acquisition. Pen @ fun @ pavilion wWw. ｂｉｑUｇE。 ｉｎｆｏ

At the same time, it is also necessary to prepare various countermeasures in advance according to the anti-takeover measures that the acquiree may take.

First and foremost, the acquirer must have sufficient funds.

After FF was launched, Fengxing did not immediately start the acquisition action.

Instead, according to the previous plan, on June 1, local time in the United States, Menglong Company announced the issuance of interest-free senior convertible bonds with a total principal amount of 200 million US dollars.

The interest-free senior convertible bonds issued by Monlong will mature on May 31, 2014, and Magnum will have the option to redeem these tranches of the bonds with effect from May 31, 2007.

Prior to the maturity of the Bonds, the holder may, at any time, convert the Bonds at a principal amount of $10,000 in the principal amount of 50.3816 ordinary shares, equivalent to an exchange price of $19.85 per ordinary share or $39.70 per American Depositary Receipt.

The company said it plans to use the proceeds from the bond issuance for general corporate purposes, including acquisitions and investments that the company is making or is preparing to make in order to implement its corporate development strategy, said it plans to use the proceeds from the bond issuance for general corporate purposes.

It stands to reason that just after the major shareholders sold off and cashed out, Menglong's cash flow is also sufficient, and there is no need to issue bonds again, and the capital market is unlikely to subscribe to similar bonds, but surprisingly, in just two days, Menglong's $200 million bonds were all subscribed!

This has to be said that Li Dong played a huge role in this, as well as the infinite imagination brought about by the vague hint of the possibility of "acquiring a leading Chinese Internet company" by some US investment institutions.

So far, the acquisition funds available to Lin Feng have reached 6 billion Hong Kong dollars (780 million US dollars, including 480 million held by Menglong and 300 million US dollars in cash reserves of Fengxing Company)!

On June 5, Bank of China Beijing Branch signed an agreement with Fengxing Online, announcing that according to the agreement, Bank of China will provide a credit line of RMB 2 billion for Fengxing Online to help the development of Fengxing Online and the implementation of its diversification strategy. In other words, when Fengxing needs to use funds, it can get a huge loan of 2 billion yuan from the Bank of China at any time.

The first step is to prepare the funds.

The second step is to outflank in a roundabout way.

In order to prevent a frontal assault and encounter a fierce confrontation on Tencent's side, Li Dong prepared to outflank it first and gradually absorb Tencent's shares from the periphery.

Li Dong set up an acquisition advisory team composed of investment bankers, lawyers, and public relations firm personnel to deal with various issues such as acquisition strategy, legal risks, and public opinion.

We contacted CITIC Capital, the Canada Pension Plan Investment Board (CPPIB), and KKR, a U.S. private equity firm, to form a joint consortium to liaise with more than 10 different investment institutions to liaise with funds and institutions that have obtained Tencent's subscription rights, calculate the amount of shares that can be transferred from these institutions, and calculate a reasonable acquisition premium.

According to statistics, Tencent's listing, the number of shares planned for international placement is 420.2 million shares, accounting for 25% of Tencent's total shares, and the subscription institutions are all over the world, and if Tencent obtains a high proportion of oversubscription, it will also trigger the clawback mechanism, and retail investors will be allocated up to 50% of the subscription ratio, that is, 210 million shares must be swept from the secondary market.

In addition, Goldman Sachs Asia, as the underwriter, has 63.024 million over-allotment shares in its hands.

In this way, through a roundabout strategy, the shares that can be safely reached from institutions are expected to be in the range of 150 million to 260 million, accounting for 10%-16% of Tencent's total shares.

The remaining 200 million shares will be a relatively long process to be absorbed from the secondary market, otherwise it will be easy to quickly raise Tencent's stock price, leading to the perception of Tencent's management and forming a acquisition war in the secondary market.

The subsequent public opinion warfare and public relations lobbying were all carried out at a time when the acquisition became clear.

There is a very important reason why Fengxing is sure to acquire the shares of these institutions through a roundabout premium, that is, the newly listed FF software of Fengxing at the moment has become a big bargaining chip in the capital market that is not very optimistic about Tencent's subsequent development.

…………

June 10, Hong Kong. 5 days before Tencent's listing.

Charles St Leger Searle, a representative of Tencent's founders and MIH, and others discussed the progress of the pre-IPO roadshow and subscriptions in Goldman Sachs' offices in Asia.

"Affected by the popular FF online, many Hong Kong investors have some doubts, but now it has passed, from the current feedback, the subscription enthusiasm of investment institutions is very high, I believe that the final result will be a relatively high oversubscription multiple!" Not long after joining Tencent, Luo Hanshuo, CFO with more than 10 years of experience at PwC, said happily.

In this Tencent listing, Luo Hanshuo is responsible for docking with Goldman Sachs Asia and managing the actual listing process.

Among the five founders, several others were happy, but only CEO Ma Huateng's face was still heavy.

"Is there any news on the popularity?" He asked.

After Menglong announced the issuance of $200 million bonds again two days ago, Ma Huateng inexplicably felt uneasy in his heart.

The popular Lin Feng has always acted in a whimsical style, and now the business development of both Menglong and Fengxing is very good, and even the lively winger acquisition war with Shanda during this period of time has also won with Shanda's exit from the acquisition and Fengxing's successful acquisition of the winger.

What does Lin Feng need for money? Are you going to issue bonds?

You must know that according to the financial report just released before, Menglong still has nearly 3 billion yuan of cash on the company's books at the moment!

Zhang Zhidong said with a smile: "Pony, don't scare yourself, even if there is FF online and become our new competitor, but with the chaotic application of FF, I am not optimistic that it can be compared with QQ!" ”

Cao Liqing, who had a rich face, also smiled: "That's right, Pony, don't worry about the popularity, the most important thing for us now is the roadshow and listing, as long as we have enough funds in our hands after the successful listing, we can also start strategic acquisitions." Let's let them make trouble first, the more fierce they fight, the happier we are. ”

Ma Huateng lowered his head and thought for a long time, but he couldn't think of any problems for a while, he looked at Charles of MIH company, and thought in his heart: "Our founding team and MIH have a total of 75% of the shares, which is relatively small from the perspective of risk." ”

As long as it is not about the life and death of the company, from a business point of view, the launch of FF is already the biggest disadvantage.

After these days, the market seems to have slowly digested the news, and it has not really had a major impact on Tencent's listing as Ma Huateng feared when he first heard the news.

Thinking about it, it seems like no problem.

The biggest bargaining chip in Tencent's hands is equity concentration, and QQ users have obvious advantages. Both inside and outside are not afraid of popularity, and when the company is successfully listed and the funds in hand are sufficient, how will the competition be?

Ma Huateng finally smiled and discussed the next roadshow in Singapore with everyone.