For Amazon's early acquisition, which lasted for more than a month, because of the full preparation of early funds, the favorable acquisition conditions, and the experienced and sophisticated consulting team led by Goldman Sachs, it has made good progress.

As of December 10, Fengxing has won nearly 30% of Amazon's shares through on-site transactions and negotiated acquisitions.

This result has also attracted widespread attention after it was filed and disclosed by the SEC.

Fengxing has surpassed Bezos to become Amazon's largest shareholder, and the possibility of success in the acquisition of Amazon has greatly increased!

Bezos is also sad enough, if usually, he can raise more funds to buy back shares and increase his shareholding ratio through his years of popularity.

However, the financial crisis is in dire straits, and the major financial institutions are too busy to take care of themselves, and compared with Amazon, which has been losing money for a long time, Fengxing is obviously a more valuable financing object......

Therefore, after the start of the Fengxing acquisition, Bezos has been helplessly in a passive defensive situation.

Compared with the previous acquisition of Tencent in Hong Kong, Lin Feng also deeply realized that the maturity of the U.S. securities market and the rich variety of various acquisition and anti-takeover strategies, including the capital level, media, public relations, lobbying, litigation and many other means, also opened his eyes.

In fact, most of this series of operations are planned and operated by Goldman Sachs, a popular financial consultant, and professional institutions such as legal advisers and public relations companies.

Of course, the big idea is still Lin Feng.

He has only one request, and that is to take a controlling stake in Amazon!

At least more than 51% of the controlling stake!

One of the better things about the U.S. securities market is that there are no regulations on mandatory tender offers, unlike the United Kingdom, Hong Kong and even China, where more than 30% of the shares are subject to mandatory tender offers.

Lin Feng's strategy at the beginning was not to buy Amazon entirely, but to merge Fengxing with Amazon.

In fact, the business, corporate culture, and management methods of the two companies are very different, and if they merge, it is as difficult to integrate as it is to create a new company!

Lin Feng's real intention is to obtain a controlling stake in Amazon!

As long as it obtains more than 51% absolute control, Fengxing can claim that the acquisition of Amazon is successful and turn Amazon into a holding subsidiary of Fengxing Group.

In this way, Lin Feng and Fengxing can enjoy the benefits brought by the soaring market value of Amazon in the next ten years, and at the same time, as the controlling shareholder, they can also share Amazon's achievements in the global e-commerce market and cloud computing technology.

As long as the company merger is not carried out and Amazon's independent operation is continued, it will also be able to block many American fears and accusations against Lin Feng's more sensitive Chinese identity. It also allows Aoguanhai to exert influence to get regulators to approve the acquisition.

Under current U.S. federal law, the Committee on Foreign Investment in the United States (CFIUS) has the discretion to review transactions in which a foreign acquirer will gain "control" of a U.S. business or a foreign acquirer's investment in U.S. infrastructure, technology, or energy assets.

CFIUS is an interagency governmental organization chaired by the U.S. Secretary of the Treasury, and the U.S. President has the authority to accept or reject its recommendations.

Therefore, the tendencies, hints and acquiescence of Okukanhai, who is about to take over as president, is an extremely crucial part!

When the time came to the end of December, the trend of Amazon's acquisition was more obvious.

On December 18, Amazon's board of directors convened and revised the poison pill program to stipulate that only directors elected at the regular annual board meeting have the right to terminate the poison pill program. To bolster its defenses, Amazon's board of directors also approved a "golden parachute" plan that stipulates that the company will pay a generous severance pay if management is dismissed within three years due to a change in ownership of the company.

On December 19, Fengxing raised its bid again, and the new offer was 1 share of Fengxing + $46. Equivalent to $77.3 per share for the acquisition of Amazon's outstanding common stock.

On December 20, Amazon's board of directors decided that if the acquirer swapped for more than 50% of the company's shares, the poison pill program would be automatically terminated, otherwise the poison pill program would be retained to prevent the so-called drop and seep (exit-sweep) strategy (in which the acquirer abruptly abandons the acquisition, but buys out the shares from arbitrageurs within hours).

On December 23, the court issued a ruling freezing Amazon's poison pill program and the Golden Parachute program, and stipulating that Amazon's board of directors would be held "Revlon" liable (derived from the 1986 Revlon case). At that time, Revlon's directors decided to sell the company to Frostman, which was engaged in leveraged buybacks, in order to prevent a hostile takeover, and gave the company a lock-up option. After that, the law stipulates that when a company is facing a sale, the interests of shareholders must be the first consideration. This obliges the company's management to auction the company when it decides to sell it or if there is a bidder for the acquisition. ）。

In other words, it is difficult for Amazon to use leverage to buy back and sell assets to third parties.

At this time, the proportion of shares held by Fengxing Group has risen to 42%, which is not far from the 51% of the successful acquisition......

………………

Lin Feng once again asked Bezos to talk in secret.

"Jeff, after Fengxing reaches 51% of the shares, it will not continue to seek more shares, that is, Fengxing will not acquire these additional shares until it completes 90% control by issuing additional shares, and then use short form merger to cash out other shareholders." Lin Feng's words made Bezos, who had an ugly face, look at him with some surprise.

This Internet tycoon, who has always been known for being strong, has not had a good time for more than a month.

He didn't expect that Lin Feng, a young giant who had just emerged, would not lose his influence in all aspects of the United States!

Neither financial institutions, regulators, nor even the courts favored Amazon's ......, and the resources and connections that Lin Feng used in this acquisition were astonishing.

It's a pity that Bezos couldn't find a "white knight" who could save the Amazon for a while......

And several powerful companies: Google, which has abundant cash reserves, and Fengxing are currently in good shape, and Apple is not interested in Amazon's hard-pressed e-commerce model. Other traditional large companies, such as oil and manufacturing companies, have always been less optimistic about Amazon, an e-commerce company that has been losing money for many years.

More than $30 billion in mergers and acquisitions is not a small amount!

The average company simply doesn't have the strength to get involved, and the big ones ......

Under the financial crisis, everyone's life is not easy!

Who is so idle and has spare money, come and help Amazon!

In terms of his own capital strength, he is not as wealthy as Lin Feng, and he has no funds to come up with a higher price than the $77 offered by Fengxing to buy back shares.

At first glance, it is almost a dead end.

Bezos already had a terrifying premonition that perhaps in the near future, he would be kicked out of the company he had worked so hard to build for 12 years......

Even though he was extremely strong and convinced that the future of the Amazon was incomparable, at this time, he was still overshadowed by a sense of frustration that could not do anything.

The hero is trapped in the current situation, and he can't do it!

This time Lin Feng was invited, he originally thought that Lin Feng wanted to give an ultimatum, and he wanted to stick to the end and fight back strongly.

But Lin Feng expressed that Fengxing was unwilling to kill them all......

What's going on?

"Jeff, I've always believed that Amazon will only be able to achieve extraordinary things in the future if you lead it! I recognize the strategic layout of logistics, technology, warehousing, and even cloud computing that you have done before, and I believe that no one in this world will do it better than you. ”

"The last time we met, I said that Fengxing and Amazon do not compete in business, on the contrary, they complement each other, and the purpose of acquiring Amazon is to strengthen the layout in the field of e-commerce. I think that the future will change from the IT era to the DT (Data technology) era, Amazon has a large amount of transaction data, which will have huge business value, and Fengxing has social data, game data, etc., the two companies focus on different directions, but they are also future-oriented, companies with huge potential and development space, and our joint value is unlimited! ”

Lin Feng continued to flicker.

"I didn't buy Amazon to get rid of you, Jeff, but to collaborate and share. We are not adversaries, but partners and allies, if you will! ”

"After acquiring 51% of the shares, Fengxing will stop acquiring further shares in Amazon, while supporting you to continue to serve as the vice chairman and CEO of Amazon, and the company's management team will remain unchanged. Of course, the board of directors will be reshuffled, and I will be the chairman of the board. …… Rest assured, Fengxing will promise that Amazon will continue to operate independently, and you will not be held accountable too much in the future from institutional shareholders, but only to Fengxing, the majority shareholder. We have enough patience and will fully support your decision-making, waiting for the day when Amazon takes off! ”

Bezos was silent, many of Lin Feng's words were his vague future strategies, and he was still very surprised that Lin Feng could say his strategic layout and future dreams so clearly.

It is said that although Lin Feng is young, his strategic vision in the Internet field is unparalleled, and now it seems that it is not a lie.

It's just, what an ambitious person Bezos!

He was absolutely unwilling to be acquired, and until now, he was still thinking about whether there was still the possibility of a Jedi counterattack......

Lin Feng looked at him patiently with a smile, not disapproving.

Bezos is a maverick, ambitious and tough man among the American Internet giants, and it is not easy to convince him.

Now Lin Feng is just taking advantage of the opportunity and the general trend to overpower him.

After a long time, Bezos sighed helplessly.

He had tried his best to resist, but in the current situation, he really couldn't think of any other means to defend against the rampant acquisition.

The most important thing about anti-takeovers is not the so-called defensive strategies, what golden parachutes, poison pill plans, white knights, ......, are all harmful to others and not beneficial to themselves.

A real anti-takeover is enough for just a little, money!

As long as you have enough funds, come up with a higher price than the acquirer's offer to buy back the shares! As long as you grab enough shares, your own shareholding exceeds 51%, and any acquisition is in vain!

However, just in the face of the financial crisis, Bezos tried every possible way to find money, and few institutions were willing to come up with life-saving funds to help Amazon - they would rather help Fengxing, which has more hope of successful acquisitions and higher profitability!

Originally, he also pinned his hopes on the regulators, and also entrusted a public relations agency to conduct a lot of lobbying.

However, the popularity seems to have a stronger background, and even the court's judgment is not biased towards Amazon!

And he has received the news that there is an opinion within CFIUS that the chairman of the committee hints that the case of Fengxing's acquisition of Amazon can be supported......

This Nima, who is the American?

It's time for life......

"Richard, are you sure you will continue to support me as CEO, support my operational and strategic decisions, and not interfere in the management of the company?" Bezos spoke.

Lin Feng smiled: "Of course, I don't understand e-commerce, you are the most experienced and thoughtful person in the world in this regard, and I will fully support your decision-making." He added in his heart, there is a guy named Jack Ma in China, who is no worse than you in terms of e-commerce......

But Jack Ma is even more difficult to do, and it's hard to acquire.

On the contrary, Amazon showed its weakness in this financial crisis and was caught by itself.

"Okay...... if Fengxing stops the acquisition plan after acquiring 51% of the shares, I agree to reshuffle the board of directors and accept Fengxing as the majority shareholder of the company." Bezos made a difficult decision.

The one who knows the times is Junjie, although he does not understand this Chinese proverb.

But compared to the possibility of being kicked out of the company, the current ending may be the best outcome.

Bezos also owns 21 percent of the company and remains the company's second-largest shareholder. And Amazon's management from top to bottom is his people, if he really doesn't keep his promises, he would rather break the net and start anew.

But that's just a last resort.

Amazon has been accumulating for 12 years, and whether it is the system, brand, or technology, Bezos is not willing to give up easily.

Lin Feng got up with a smile and shook hands with him: "Trust me, Jeff, you made the best choice!" Happy working together! ”

…………

On December 30, 2008, Fengxing Group and Amazon announced to the public. Fengxing Group has acquired 212 million Amazon shares, accounting for about 51% of Amazon's total share capital, at an average price of 73.6% of the "cash + stock" method, with a total price of $15.615 billion, including $4.24 billion in cash, and 106 million shares of Fengxing stock with a total value of $11.375 billion.

At present, the board of directors of both parties has unanimously approved the transaction.

According to the negotiation between the two parties, the acquisition plan has been completed. Fengxing Group became the controlling shareholder of Amazon Inc. and reorganized Amazon's board of directors. Fengxing Group promised not to continue to increase its stake in Amazon at this stage, but maintained the right to increase its stake.

Amazon will continue to operate independently. There are no changes to the company's management team, and Jeff Bezos continues to serve as the company's CEO.

The transaction has been approved by the SEC, CFIUS, the U.S. Department of Justice, as well as the Ministry of Commerce of China and the European Commission.

The two-month drama of Fengxing Group's acquisition of Amazon has finally settled.