Chapter 304: Weighing Interests

Lin Feng's speech this time did not reveal a lot of information, but just the concept of "mobile Internet era" has already shocked those industry bigwigs who started the layout in advance.

For example, Apple's Steve Jobs.

Isn't the mobile Internet described by Lin Feng exactly his vision that the iPhone will "change the world"?

Surprised, he remembered that Fingerorks, which was snatched away by Fengxing before, and there was also news before, saying that Fengxing was also developing smartphones in Silicon Valley, ...... he had a bad premonition, and called Foster (head of the human-machine interface department, the leader of the Iphone project) over and asked them to speed up the progress of research and development.

Another example is Google's Larry. Page.

He has always admired Andriod's founder Andy, thinking that his ideas and inventions are very cool, in 2002 he was a heavy user of Andy's invention of Sidekick (smart phone), originally he was also very optimistic about Andriod's smartphone system, but he didn't expect Lin Feng's movements to be very fast, and before they could react, Andriod was acquired, and Andy also became the chief scientist of the popular Silicon Valley Research Institute.

Page accidentally saw Lin Feng's speech on the Internet, and he agreed with the idea of "mobile Internet" he proposed, which once again reminded him of missing Andriod, and also gave rise to the idea of developing a Google smartphone and a mobile operating system platform.

…………

Lin Feng didn't care what kind of effect his speech would have.

Maybe a few years later, when everyone sees this video again, they will be amazed by his "forward-looking strategic vision......

Including his definition of the mobile Internet era, including his admiration for Facebook and Xiaoza.

After the speech, he said goodbye to his classmates in the CEO class, and he drove directly to New York.

The privatization offer has been issued, and there are many things that need to be decided by him personally.

You have to communicate with the SEC, you have to communicate with the NASDAQ exchange, and you have to negotiate with some shareholders.

For public companies, privatization is a game of interests, especially after the privatization of Menglong, which will merge with Fengxing.

The interests of all parties involved include the existing shareholders of Menglong, the shareholders of the privatization consortium, the shareholders of Fengxing, the existing creditors and the future creditors. The shareholders are divided into public shareholders and internal shareholders, and the internal shareholders are divided into VCs, management and employee ...... who have not exited.

How to balance the interests of all parties is the biggest test of Menglong's privatization.

The new consortium is interested in the listing income of the new popular after the merger, the employees are worried about the rights and interests of the options, and the old shareholders are worried about the dilution of their interests......

Although these have been reflected in the privatization agreement, it would obviously be more effective if Lin Feng could show up and have some communication.

As for public shareholders, in the United States, regulators place a strong emphasis on the independence of the delisting process.

For example, in order to ensure that the remaining shareholders can get the most benefits, the regulator will require a special committee set up by the listed company for the delisting to bid in the open market, and if a higher bid is made by the consortium, it means that unless the consortium raises the price of the privatization, it will fail.

Therefore, the biggest risk of privatization is the risk of litigation by minority shareholders.

It was also with this factor fully taken into account that Lin Feng finally determined the premium offer of $28.

In fact, this offer is indeed satisfactory to most investors.

Menglong's privatization is basically no problem, the real problem is after the privatization, and the merger with Fengxing.

The existing shareholding structure of Fengxing is: Lin Feng 57.46%, Wang Hao and Li Dong 10.22% respectively, South Africa MIH Group 10%, Baring Private Equity Asia 4%, Ye Weiyu 3.825, IDGVC 1.98%, and Employee Stock Ownership Partnership 2.3%.

The real trade-off is how Funshion Group and Fengxing will merge after the privatization of Menglong.

The consortium is not a good man and a woman, and they have taken out hundreds of millions of dollars to help Lin Feng, and what they value is the profit margin of the new popular listing after the merger in the future.

Therefore, equity financing institutions such as China Merchants Capital, Bank of China Investment, Fosun Group, Boyu Investment, Maple Leaf Investment, Sequoia Capital, and JP Morgan are all eager for shares of Xinfengxing.

It is important to design the valuation of the two companies and the corresponding share of each other.

In this regard, Lin Feng listened to Li Mengyuan's plan to replace the equity of Funshion Group by increasing the number of new shares of Fengxing.

In other words, this is equivalent to a $1.8 billion financing in the air, including equity financing and debt financing.

Lin Feng's opinion is simple:

First of all, the control of the company must be guaranteed, in addition to Lin Feng, Wang Hao, Li Dong, Ye Weiyu's shares can be all replaced, other institutions can pay cash and equity replacement in parallel, anyway, the cash reserves of Fengxing are quite abundant.

Second, it is necessary to control the number of board seats, not too many, especially now that there are many institutions coming in.

The current board of directors of Fengxing is composed of: Chairman and Executive Director Lin Feng, Vice Chairman and Executive Director Wang Hao, Non-Executive Director Li Dong, Non-Executive Director Roux (MIH), and Li Dongsheng, an independent non-executive Director who has just been hired. Management occupies three of the five board seats, and the board is firmly in control.

And this time, Lin Feng also does not want these capital consortia to enter the board of directors of Xinfengxing. He was very adamant about that.

In this privatization consortium, Maple Leaf Investment and Boyu Investment are both related households, and there is no big problem. Although China Merchants Capital and Bank of China Investment are national teams, they are bound to a certain extent by the debt financing of bank loans, and they do not seek to enter the board of directors.

What really needs to be persuaded is Sequoia and Morgan.

Lin Feng went to New York this time to communicate with the senior management of these two institutions in person, and in the end, at Lin Feng's insistence, they also gave up the requirement to enter the board of directors, after all, they value the profits after listing.

Lin Feng promised that the new wind will be listed within 3 years. to guarantee their return on investment and exit.

Finally, and most importantly, there is the issue of the consideration for the merger.

Pursuant to the Privatization Agreement, the shareholding structure of Funshion Group will be as follows:

Before the transaction, Lin Feng held 44.319 million shares (14.773 million ADRs), 120,000 option ADRs, and 2.6 million restricted shares of Menglong Technology. In this transaction, Lin Feng received 2.6 million restricted ADRs at a consideration of $28 per ADR and cashed out $72 million. In addition, Lin Feng exchanged other ADRs with interests in Funshion Group Holdings Limited, acquiring 215,784 shares, representing a 21.58% interest in Funshion Group Holdings.

Wang Hao also cashed out part of the restricted shares, and the rest of the shares were all replaced, accounting for 13.22% of the equity of Funshion Group Holdings.

Li Dong did not cash out, and all his holdings and options were replaced, accounting for 10%.

China Merchants Capital and Bank of China Capital are both 10%, Boyu Investment is 2.5%, Maple Leaf Investment is 5%, Fosun Group is 3.5%, Sequoia Capital and JP Morgan are 10% each, and Ye Weiyu is 4.2%.

Funshion Group is valued at $2 billion (some of the shares have been destroyed after the repurchase).

If you want to merge with Fengxing, you must first look at what Fengxing's valuation is......