Chapter 339 Mergers and acquisitions

On the same day, NYSE-listed Fengxing Group (NYSE: FX) also announced in New York that it had issued an unsolicited takeover offer to Tencent Holdings (00700, HK), a company listed on the Hong Kong Stock Exchange, and planned to issue 55 million new shares to acquire some of the latter's individual shareholders at a price of about $4.1 billion through a share exchange transaction (asset swap).

The subject matter of the transaction is mainly the shares held by the main founders of Tencent: 232,483,080 shares (13.83%) of Tencent Holdings held by Advance Data Services Limited, wholly owned by Pony Ma, and 108,085,530 shares (6.43%) of Tencent Holdings held by Best Update International Limited, wholly owned by Zhang Zhidong.

In addition, the transaction also includes a total of 8.67% of Tencent Holdings' shares held by Speednext Industrial Limited, wholly owned by Zeng Liqing, Talent Mighty Investments Limited, wholly owned by Xu Chenye, and Fat Yue Holdings Limited, wholly owned by Chen Yidan, as well as 6.53% of the shares held by some senior executives.

The total number of shares traded is about 36.46% of Tencent's shares, or about 667 million shares.

Under the terms of the offer, some shareholders of Tencent Holdings will receive 0.08 American Depositary Shares (ADSs) of Fengxing Group for each share held by certain shareholders of Tencent Holdings, equivalent to US$6.14 (HK$47.9) per share based on Monday's closing price, representing a premium of 8.7% to Tencent's closing price on Monday.

When Tencent went public in 2004, its share price was HK$3.7 and its market value was only HK$6.8 billion, but by mid-2007, the stock price had risen to HK$45, and the market value had reached HK$82.575 billion (about US$10.6 billion) with a total share capital of 1.835 billion, a 12-fold increase in stock price.

I have to admit that even with the emergence of popularity, Tencent has developed very rapidly in recent years, and its revenue has increased from 1,143.5 million yuan (US$138.1 million) in 2004 to 3,820.9 million yuan (US$523.1 million) in 2007.

Just from the perspective of revenue, it has reached almost more than half of the popularity!

In the past three years, basically Ma Huateng and other founders have not reduced their holdings on a large scale, only one year after going public in 2005, Ma Huateng reduced his holdings by 10 million shares and cashed out 60 million Hong Kong dollars. Other shareholders also cashed out only a small amount.

Speaking of which, this is also the consequence of the previous acquisition of Fengxing, Ma Huateng and others did not dare to reduce their shareholdings on a large scale, but also worried that after the reduction of shareholdings, they would lose the controlling stake in Tencent.

Still, the day came.

After the share swap, Fengxing Group will acquire all the shares held by Tencent's former founders and executives, increasing its stake from 32.1% to 66.7%, which, together with Lin Feng's 10% stake through a private company, is already a majority absolute shareholding.

It can be said that Fengxing finally completely and completely acquired Tencent this time.

The transaction has been approved by the US Securities and Exchange Commission, the Takeovers and Transactions Committee of the Securities and Exchange Commission of Hong Kong, and the Ministry of Commerce of China.

Because the acquirer, Fengxing Group, originally held more than 30% of the shares of Tencent Holdings, and the voting rights of the persons acting in concert exceeded 50%, according to the regulations of the Hong Kong Stock Exchange, the acquisition automatically became an unconditional compulsory takeover offer, but Fengxing Group promised not to delist Tencent, so the final shareholding ratio of Fengxing and persons acting in concert will be stable at about 75%.

The actual controller of Tencent Holdings is Fengxing Group, and the actual controller of Fengxing Group is Lin Feng, so the actual controller of Tencent Holdings is still Lin Feng.

Stimulated by the news of the merger, after Fengxing Group resumed trading, the stock price soared 44% from $75 per share at the time of suspension to $108.6 on the same day. The market value of Fengxing has also reached 94.48 billion US dollars in one fell swoop!

Even Lin Feng himself didn't expect this scene, he originally wanted to completely merge and acquire Tencent, just to stabilize the basic market of popularity in his rear when he focused on Cool Wind Technology and smartphone projects.

Unexpectedly, this complete acquisition will have such a big boost to the stock price of Fengxing!

Also, after that, Fengxing will merge Tencent's statements in the financial report, and the revenue of the two companies will now exceed 11 billion yuan (1.4 billion US dollars), according to the rapid growth momentum of Fengxing and Tencent of almost 30% or more every year, this revenue volume, coupled with the popularity of Fengxing's new listings and the generally high valuation of Internet companies, the market value of more than 90 billion is about the same.

Of course, not only because of this, his own value has skyrocketed, but also the value of former Tencent executives such as Ma Huateng, who now holds popular stocks, has also risen sharply.

It's a joy for everyone.

…………

The announcement of the acquisition of Tencent is undoubtedly a depth bomb for the domestic Internet industry, causing huge waves.

Although Tencent has long been a company controlled by Fengxing, after all, it has maintained a certain degree of independence before, and sometimes deliberately shows a unique posture of keeping a distance from Fengxing, and now after this transaction, Tencent has been completely acquired by Fengxing.

From then on, Fengxing will dominate the domestic instant messaging and social networking market!

Some people also questioned why the Ministry of Commerce would approve this merger, doesn't it mean anti-monopoly?

The Ministry of Commerce's explanation for this is that Fengxing's acquisition of Tencent is a strong combination of the information industry market segment and does not form a monopoly.

Nima, whether you believe it or not, I believe it anyway......

More than 90% of the market share, not a monopoly?!

Everyone can't help but feel the strong background of the popularity and the great support of the government.

However, what surprised everyone even more was the large-scale structural adjustment and personnel appointments carried out by Fengxing Group in the future.

Ma Huateng, who thought he would be kicked out, turned into a co-president and executive director of Fengxing Group. The third person in the actual sense of popularity, alongside Li Dong, reported to Lin Feng together.

What kind of trick is this playing?

According to the subsequent announcement issued by Fengxing Group, the company's board of directors and key management were adjusted, and the board of directors increased by one seat and appointed Pony Ma as a new non-executive director.

At the same time, Ma Huateng was appointed as the co-president of the group, responsible for the company's products, operations and marketing business lines, in charge of social networking, interactive entertainment and online media business groups, reporting directly to CEO Lin Feng.

Tony Zhang was appointed as the co-CTO of the group, responsible for the formulation of the strategic direction of Fengxing Technology, in charge of the technology platform department, IDC data center, database platform and other departments.

Ma Huateng and Zhang Zhidong also joined the Group's Strategic Decision-making Committee.

In this announcement, there is another point that has attracted the attention of the outside world.

Daniel Zhang, former president of Alipay (China) Network Technology Co., Ltd., was appointed as the COO of Fengxing Group this time, which seems to mean that this low-key figure, who has always been inconspicuous, has entered the core and senior management of Fengxing Group.

Daniel Zhang also joined the strategic decision-making committee of Fengxing Group this time, and was in charge of a newly established business group, the mobile Internet business group.

This business group is not simple, it includes the original Fengxing Group Wireless Business Group (Menglong Technology), Fengxing Mobile Technology (UC Browser), Fengxing Cloud Technology (Cloud Computing) and other subsidiaries, as well as a newly established department: Mobile Application Department (App Treasure)!

Daniel Zhang also continues to serve as the president of Alipay, as we all know, although Alipay is not directly related to Fengxing Group, but it also belongs to Lin Feng and other major shareholders, which can be said to be the son of Fengxing Group. Although it is an external company, the relationship between the two sides in the business is also very high.

The new round of personnel adjustments and structural restructuring has dazzled the outside world, and it is not clear about the direction for a while.

Didn't Lin Feng go to play with smartphones and engage in Cool Wind technology?

What's going on here?

…………

October 8, 2007, the first day after the National Day holiday.

Beijing, the third floor of Fengxing Building, multi-purpose hall.

Nearly 200 people above the director of Fengxing Group gathered here to hold one of the most important management meetings of Fengxing Group, the director meeting.

Different from the company's Beidaihe meeting (senior management meeting above vice president) held every summer, the newly implemented director meeting of Fengxing Group is a management meeting dominated by middle and senior managers.

With the increasing scale of Fengxing Group, many business lines, business groups and subsidiaries are no longer a period when a few senior executives can discuss together to determine the direction and business progress of the company.

With the expansion of business and decentralization, the director as the head of the department bears more and more heavy power and work, Lin Feng wants to control the direction of the company more clearly, he needs to directly transmit his ideas and strategic planning to the director-level personnel, so as to make rapid decisions, rapid implementation and advancement.

Therefore, the increasingly powerful board of directors and the board of directors are the two major means by which Lin Feng can firmly control the internal development direction of Fengxing Company.

When Lin Feng led Wang Hao, Li Dong, Ma Huateng, Li Mengyuan, Daniel Zhang, Zhang Zhiframe, Zhang Xiaolong, Liu Shengyi, Zhang Zhidong and others into the multi-purpose hall, the audience burst into warm applause!

You must know that this is Lin Feng's first public appearance at the staff meeting after the listing of Fengxing Group!

And the ten people who are now walking in are the company's top management team, the strategic decision-making committee.

However, Lin Feng has not been in Beijing for most of the past year, and has rarely appeared except for the company's major strategic decisions; Wang Hao has also broken away from the company's daily management and only serves as the vice chairman of the board of directors.

Ma Huateng, Daniel Zhang and Zhang Zhidong are all new to the committee.

With such a large-scale change in the top management, some employees below are naturally apprehensive.

Lin Feng and Wang Hao began to engage in smartphones, which also made the people below Fengxing a little confused.

Does the big boss ignore us?

Could it be that like Menglong back then, Fengxing is no longer the focus of the big boss's attention?

After Ma Huateng and Daniel Zhang took office, how will the popular style and strategy change?......

Not to mention the outside world, even the people inside the popular industry also have different thoughts and imaginations.

The reason why Lin Feng wanted to return to the capital and preside over the director's meeting was also to take this opportunity to explain his strategic ideas to the core personnel internally, unify their thinking, and appease people's hearts.

After Wang Hao and the others took their seats in the first row, Lin Feng took a headset and walked to the podium in front.

He walked to the center of the podium and looked at the excited faces in the audience, with a smile on his face.

The audience once again erupted in warm applause!

"Hello everyone, long time no see!"

"I'm very happy today, as soon as we come, we have a new member joining, of course, in fact, we are also old friends, that is, Tencent! Let's give a round of applause to Pony and Tony, who have just joined the management team! Welcome...... And Daniel, Daniel Zhang, our Alipay helmsman, starting today, he also returned to the group and joined our management team, welcome Daniel!"

He was the first to applaud, and the audience applauded.

Ma Huateng, Zhang Zhidong, and Daniel Zhang all got up and waved to the directors behind them.

"Second, I want to hold this meeting today because I want to talk to you about my recent thinking, for the future of the Internet, and for the future of popularity!"

The audience fell silent, and everyone listened intently.

"As we all know, Mr. Wang and I first started our entrepreneurial journey in the wireless value-added industry, and Fengxing was also born from Menglong at the earliest. I once communicated with you when Menglong was listed, in this fantastic Internet era, the first development is in the field of communications, it is with the infrastructure of the communication industry, we have the network, broadband, the basic transmission of the development of the Internet, and it is precisely with the wireless value-added business, with the mobile Monternet, that the domestic Internet companies struggle to survive from the global Internet bubble crisis. ”

"In a way, the communications industry and the Internet are inextricably linked. ”

"The development and innovation of technology will always be the driving force of social progress and business model change! I have been thinking about the future development trend of the combination of mobile communication and the Internet for a long time, and after these years of thinking, with the continuous evolution of technology, my thinking has slowly matured. ”

"Now, I can tell you with great certainty that the future of the Internet will be the mobile Internet!"

"What is mobile Internet? It is an emerging business model that obtains services and services through intelligent mobile terminals and mobile wireless communication. ”

"With the rapid development of broadband wireless access technology and mobile terminal technology, people will want to be able to easily obtain information and services from the Internet anytime, anywhere and even in the process of moving. ”

"As you all know, Mr. Wang and I are now working on the research and development of a new project, the smartphone project, which is based on this thinking, in a sense, it is no less than the significance of our founding and an important decision for us to create a new popularity!"

"You may ask, why is we an Internet company, but we want to make Xphone mobile phones, make hardware products?...... I believe that in the future, there will be three levels of mobile Internet: terminals, software and applications. ”

"The terminal layer, including smartphones, tablets, e-books, MIDs, etc., and software, including operating systems, middleware, databases, and security software. The application layer includes different applications and services such as leisure and entertainment, tool media, and business and finance. ”

"We do Coolwind, that is, at the terminal level, take the lead!"

"We make the Android operating system, which is to seize the entrance at the software level!"

"Next, we have to start from the application level, which is why I asked for the establishment of a mobile Internet business group, and asked Daniel to come back to take the helm! So, Daniel, Lao Fei, Huiyao, your task is very heavy! Especially the application treasure, as soon as possible according to the requirements of the Android system, we will be popular with the existing business, to the mobile terminal!"

"I hope that when the Xphone is launched in the future, it can be pre-installed with popular products and businesses including mobile QQ, FF, FF music, FF audio, starting point Chinese reading, and game platforms!"

Daniel Zhang, Fei Yang, Wang Huiyao and others in the audience nodded one after another.

We can see that with the development of technology and industry, the continuous evolution and development of key technologies of the network transmission layer such as 3G, IFI, LTE (long-term evolution, one of the 4G communication technology standards) and NFC (near-field communication, the supporting technology of mobile payment) will make the rapid popularization of the mobile Internet possible. This time can be fast, 1 to 2 years at most, so there is not much time left for us, and we must prepare in advance, including technical preparation and commercial preparation. ”

"In addition, the next stage of the Internet will be that data and information will be displayed in the cloud, and there will be two ways to display it: PC and mobile terminal, and the data acquisition and generation will also be different. So we're starting to experiment with the cloud now, and for that, we've established Fengxingyun ......"

"Students, the Internet era is about to pass ten years, the next ten years will be the era of mobile Internet! We can not indulge in a little success in front of us, we must continue to forge ahead, continue to think, continue to innovate, continue to self-transformation, all of you here are the core management of the popularity, I hope everyone must have a long-term vision, at the same time to do a good job in the current work, and work hard for the next ten years to continue to be brilliant!"

"Fengxing has achieved a lot of success along the way, because we have always been ahead of the times, at the forefront of the tide of the general trend, because we have a group of excellent Fengxing people with a strong sense of mission. I promise here that I will lead everyone to always work hard towards the future, and I hope that everyone will not slacken, do not fall behind, and we will create a better future together!"

"Please tell me, what is the vision of Fengxing?"

He asked in a loud voice, hands raised.

The audience responded like thunder: "The world's greatest Internet company!"

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