On June 18, 2004, Tencent Holdings was listed on the Main Board of the Stock Exchange on the third day. Pen Fun Pavilion wWw. ｂiquge。 ｉｎfo

Tencent Holdings suddenly suspended trading due to the failure to announce major matters!

Subsequently, on the same day, Fengxing Online Company announced in Hong Kong that the company had signed an equity transfer agreement with MIH Company, the largest shareholder of Tencent Holdings, to acquire 630.3 million shares of Tencent Holdings (0700, HK) held by MIH Company, which accounted for about 37.5% of Tencent's issued share capital at a consideration of HK$4.76 per share.

At the same time, it was announced that Fengxing Company and its concerted actors recently acquired 273 million shares of Tencent from 52 institutional investors (the list is attached), accounting for about 16.25% of Tencent's issued share capital, and the purchase price of the agreement was HK$6.75.

Fengxing Online has acquired a total of 54% of the shares of Tencent Holdings and 54% of the voting rights corresponding to the shares.

Pursuant to Rule 26.2 of the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong (SFC), the Company has triggered the terms of the unconditional compulsory takeover offer after the completion of the Takeovers Agreement, and the Company is required to make a mandatory unconditional general cash offer to the SFC and the Stock Exchange to acquire all the issued shares of Tencent Holdings.

The comprehensive cash offer issued by Fengxing this time is priced at HK$6.75, a premium of 56% over the HK$4.32 that closed before the suspension of Tencent Holdings. Assuming the Offer is fully accepted by all other shareholders, the total consideration payable by the Offeror under the Offer Price will be $5,216 million.

The offer commenced on 18 June 2004 and closed on 10 July 2004.

Minority shareholders of Tencent Holdings may consider whether to accept the offer during this period.

The Offeror, Fengxing Online Company, is a limited liability company incorporated in the British Virgin Islands and beneficially owned by Lin Feng as the actual controller. The Offeror intends to disburse the required cash through its internal resources, the resources of persons acting in concert and Bank of China's debt financing.

According to the announcement, the offeror intends to continue the existing main business of Tencent Holdings, and does not intend to make significant changes to the existing operations and business or redeploy fixed assets or employees in connection with the offer, and the offeror has no intention or plan to acquire or sell any assets and/or businesses of the group.

In addition, the Offeror intends to maintain the listing of Tencent Holdings on the Stock Exchange after the close of the Offer.

If, after the close of the Offer, Tencent Holdings' public float falls below 25%, the Offeror will undertake to the Exchange to take appropriate action as soon as practicable to restore or secur, where applicable, the minimum public float required by the Listing Rules.

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The financial media in Hong Kong and mainland China, Hong Kong public investors, and Tencent's minority shareholders were all shocked by this sudden major news!

Fengxing raided the acquisition of Tencent!

Lin Feng shot again, and it was still a big deal!

This is the largest acquisition in China's Internet industry to date, with a total transaction value of more than 8 billion Hong Kong dollars!

The most shocking thing for everyone is how Lin Feng quietly obtained a 37.5% stake in MIH?

You know, MIH has always been the biggest supporter and the single major shareholder of Tencent's management!

For a while, media reporters were like headless flies everywhere to inquire about the news, a group of people stayed at the Stock Exchange, hoping to interview the exchange authorities, and another group of people rushed to Shenzhen Tencent, hoping to interview the members of Tencent's board of directors to find out how Tencent reacted in the face of Lin Feng's strong entry!

Around the same time, the popular compulsory takeover offer was also delivered to Tencent's board of directors.

Ma Huateng looked at the directors present with a numb face (two directors of MIH were absent for some reason, but with the acquisition agreement between MIH and Fengxing, their board seats have been automatically replaced by Fengxing, but they still need to go through the procedure to re-elect).

Due to the exceptional circumstances and urgency of the situation, the founders and senior executives who are not members of the board of directors attended the meeting together.

"Fengxing is more prepared than we expected, in addition to the 37.5% stake in MIH, an additional 16.25% was acquired through institutional investors, and their shareholding has now reached 54%. Now let's talk about it, what should we do next?"

There was silence.

Fengxing acted too fast, and the series of anti-takeover measures they had thought of before were all about not holding more than 50% of the shares.

In that case, Fengxing can only trigger a conditional mandatory offer, and Tencent can also use various means to obstruct Fengxing's tender offer during the offer period, so that Fengxing's shareholding ratio can never exceed 50%, resulting in the failure of the final offer.

Then comes the battle between the board of directors and the control of the company.

But after Fengxing's shareholding ratio exceeded 50%, it has become an unconditional mandatory offer, and now no matter what they do, Fengxing is already a major shareholder with absolute control over Tencent in the actual sense. Even if they can do some struggles, it's not ...... big picture.

Everyone was a little frustrated.

Only Ma Huateng still maintained a strong fighting spirit, his plain and quiet face was a little red, and Sven's eyes behind his black-framed rimless glasses were full of sharp light.

"Charles, Tencent has just been listed, is it possible for us to complain to the Stock Exchange that the equity purchase agreement between MIH and Fengxing has not been approved by the company's shareholders' meeting, and the agreement is invalid?"

"Pony, under the anti-filibuster clause, once the board of directors of the offeree company has accepted a genuine offer, or when the board of directors of the offeree company has reason to believe that a genuine offer may be received, the board of directors of the offeree company shall not take any action in the affairs of the offeree company in the affairs of the company without the approval of the shareholders of the offeree company at a general meeting which has the effect of frustrating the offer or depriving the shareholders of the offeree company of the opportunity to decide on the merits of the offer. Now we can't do anything ...... for the time being. ”

"The only thing we can do now is to see how many minority shareholders accept the offer and how many shares Fengxing can get in the end. Chen Yidan sighed.

Ma Huateng perked up: "That's right, as long as Fengxing does not get 75% of the shares during the offer period...... In fact, as long as there are no internal problems within us, our management team holds 37.5% of the shares, and Lin Feng will definitely not get 75%!"

He suddenly became excited: "Then we can snipe Fengxing at the shareholders' meeting to re-elect the company's board of directors, according to the shark repellent strategy we prepared, Fengxing can only send 1 person to the board of directors, then at the board level, we still have an advantage!"

Cao Zhenguo also perked up a little: "Moreover, even if the tender offer is completed, according to the tender offer announcement issued by Fengxing Company, they must ensure that Tencent continues to be listed on the Stock Exchange and that the public holds 25% of the shares." In other words, as long as there are no problems with our 37.5%, even if Fengxing gets more shares after the offer, it still has to get rid of some of the shares, and at most 37.5% can be retained!"

Ma Huateng's face showed joy: "Not bad! This is our biggest capital and opportunity!"

His eyes tightened, revealing a rare eagle-sharp, thorny person with a shrunken gaze, and swept over these partners who had started a business with him and worked hard for many years: "Tony, Jason, Daniel, Charles, Patrick, as long as we are united, the shares in our hands will not be less than the remaining shares in the last hands of Fengxing." Things haven't gotten to the worst yet!"

"As long as the shares of Fengxing are controlled at 37.5% and Lin Feng is not allowed to increase his shares, the subsequent struggles are all at the board level......

Everyone looked at each other and nodded silently.

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