Chapter 83 Mergers and Acquisitions
The offer of "24.9% of the new company's shares, $3.278 billion" is only a preliminary basis for a partnership that will require the approval of Microsoft's board of directors, the SEC, the Committee on Foreign Investment in the United States, and other government agencies before the contract will take effect. Pen, Fun, Pavilion www.biquge.info At present, the agreement between Bill Gates and Liu Si can only be regarded as an intention to cooperate.
It is estimated that it will take half a month to determine the merger and acquisition of Liu Si, and perhaps the approval of the Microsoft board meeting will be very fast, but it is difficult for the China Securities Regulatory Commission and the Foreign Investment Committee to pass.
At present, he Liu Dashao's influence is not enough to influence the US Securities and Exchange Commission and the Committee on Foreign Investment in the United States, and he does not think about the things that are left to the sky, and concentrates on completing what he needs to do urgently: immigration.
The degree of discrimination or treatment that a Chinese is subjected to internationally with Koreans and Japanese is very different; There is also a difference in the status and identity of a mainlander and a Chinese from Hong Kong, Macao and Taiwan in the international community. It is also a good choice to go to a place with a capitalist system as a businessman, or a capitalist.
What's more, the difficulty of visas and the degree of freedom of visa exemption from Hong Kong, Macao and Taiwan to other countries are quite different; Moreover, the treatment received by Hong Kong, Macao and Taiwan compatriots returning to China to invest is much higher......
All in all, immigration has a great positive effect on Liu Si's development, and the only harm is that he needs to leave his homeland. Immigrant Liu Si will not choose Europe, the United States, Japan, Australia and other countries, because it is your Chinese identity and skin color that are discriminated against internationally, not your nationality.
Hong Kong is the world's most famous free port, the third largest financial center, and because Hong Kong's return to the motherland is approaching, Hong Kong property prices have also fallen, and now is definitely a good time for investment immigration.
The passage of investment immigration in Hong Kong is now easy and not as strict as in the past, mainly because the British royal family has no hope of keeping Hong Kong, and the Hong Kong government has been temporarily invalidated during the transition period.
Hong Kong is not bad at playing and eating, and many elites from various industries in China have fled disasters and avoided disasters in the past, and most of them have gathered in Hong Kong, a place of only more than 1,000 square kilometers, and there are many talents.
In half a month in Hong Kong, Liu Si and Liu's father ate well, played comfortably, and lived in a comfortable place, they were very satisfied, but Liu Dashao was very distressed and couldn't stand the expenses of nearly 10,000 US dollars a day.
As the president of Microsoft, Bill Gates naturally needs to return to Washington to preside over such a big matter as the acquisition of Zhangqu Computer Software Co., Ltd. Therefore, early the next morning after the preliminary negotiations were successful, he led his entourage and hurriedly boarded a plane to Washington and left.
Bill Gates, who returned to Washington, went ahead and held another board meeting, and when he received an offer of "24.9% of the shares of the newly formed company, $3.278 billion", the reaction of the shareholders present was much more fierce than Bill Gates expected.
"Oh, 24.9% of the shares that make up the new company, 3.278 billion US dollars, this price is absolutely unacceptable!"
"It's too much."
"In this way, how can the interests of our shareholders be guaranteed?"
……
"Ladies and gentlemen, the agreement to acquire Zhangqu Computer Software Company has not yet been signed, and if you have any opinions, you can vote against it again." Bill Gates was only 41 years old in 96, but young people mattered, and his voice was surprisingly loud, "'24.9% of the shares of the new company, $3.278 billion', I don't think there's anything unreasonable? You must know that Microsoft was founded by me, it is my hard work, and more importantly, I am the largest shareholder, and I will be the most seriously damaged by interests! 24.9% of the shares of the new company, but the last board of directors agreed to it, so I won't say much. In fact, the cash requirement was also unexpected to me, after all, no matter how you look at it, the interest of shares is greater than cash. The initial $5 billion was negotiated and only $3.278 billion was negotiated, which is not a loss for Microsoft. ”
"President Bill, $3.278 billion is not a loss, there won't be anything greasy in it, right?"
"We need an explanation."
……
Bill Gates is naturally in a bad mood when he sees these guys jumping out from time to time to find trouble, although he knows that they are just coaxing to get more support from minority shareholders, and he often does this, and he is very unhappy.
"That's right, the reason why I agreed to the $3.278 billion cash offer does have a story, that is, after the acquisition of Palmfun Computer Software, our Microsoft can get nearly $1.7 billion from Commoda, which is the dividend that Commoda should give to Palmfun Computer Software this year." Bill Gates saw that many shareholders had shaken their positions, so he didn't mind filling the fire again, "The most important thing is that if Microsoft and Palmfun merge successfully, we can short Commoda, and maybe we can make a profit." ”
The last sentence completely detonated the shareholders present, and even many people are no longer in the mood to hold any board of directors here, they just want to quickly raise money to enjoy the feast of Kangmaoda's market value of nearly 20 billion US dollars, and the benefits of 20 billion US dollars are enough to make everyone's eyes red, you must know that Microsoft's market value is only more than 30 billion US dollars.
Microsoft's shareholders have been partying, and no one even cared about the board meeting about the acquisition of Zhangqu Computer Software, and the resolution passed the board resolution with 100% of the vote.
The M&A resolution was successfully passed by the China Securities Regulatory Commission, mainly because shareholders are aware of the impact of the Palmfun operating system on Microsoft, and Microsoft's shareholders are actively supportive of the acquisition of Palmfun Company.
At the Committee on Foreign Investment in China, Liu Si ran into trouble with Bill Gates, and after the merger application was reported to the Committee on Foreign Investment in China (CFIUS), Bill Gates was summoned to its conference room for debate.
"President Bill, don't you think this merger will cause serious harm to national security?" Naturally, the U.S. government obtained all the information of the registrant from the place of incorporation of Palmfun Offshore Co., Ltd.
"No, I don't think so. First of all, the other party only owns 24.9% of the shares, which is not decisive for Microsoft's decision-making. Secondly, the PalmFun operating system is already much more perfect than Windows 95. To sum up, I don't think the acquisition of Palmfun will bring any harm to the national security of the United States! "Bill Gates is no stranger to CFIUS, or rather, all Americans are no strangers to it.
The Committee on Foreign Investment in the United States (CFIUS) is the U.S. agency for foreign investment, established in 1988 to protect national security. The Commission is complemented by a special foreign investment approval system. From an operational point of view, the U.S. government will generally consider whether to approve the investment project based on three factors: whether it involves U.S. defense production capacity, whether it involves the sale and resale of military technology to specific countries, and whether it affects the U.S. technological leadership in the field of national security.
President Bill answered very well and was able to score 80 points. I would like to ask, is the figure of 24.9% something that you have negotiated a long time ago? ”
“no,sir。 24.9% is requested by the other party. ”
……
CFIUS's delegation finally decided to agree to the deal, who made the other party's yellow-skinned monkey so well-behaved. If it wasn't 24.9%, but 25% or more, they wouldn't agree to the deal.
After solving CFIUS, Bill Gates and Microsoft ran into big trouble, that is, the above-mentioned Bill Gates and the remaining shareholders of Microsoft were involved in insider trading.
In fact, the behavior of Bill Gates and the rest of Microsoft's shareholders did not involve insider trading, and the lawyer team of the big money is very powerful, and the lawyer team of the Securities Regulatory Commission and Kangmaoda Company was solved by dividing it by two.
However, the impact of insider trading is still spreading, and Bill Gates, who has good public relations skills, revealed the reason why Palmfun Computer Software Company abandoned Commoda. The news of Kangmaoda's embezzlement of more than $1.2 billion in annual dividends of Zhangqu Computer Software Company suddenly occupied the front page of the American news newspaper the next day.
Bill Gates has now released this news with multiple birds in one stone, one is to transfer the adverse effects of insider trading; The second is to prepare for public opinion on the annual dividend of the sales profit of the Palmfun operating system with the upcoming replacement of Microsoft by Palmfun and Kangmaoda.
It was 20 days after Microsoft and Liu Si's offshore company, Liu's Capital, formally signed an agreement for Microsoft's acquisition of Zhangqu Computer Software Co., Ltd.
In order to obtain the approval of the merger plan by the China Securities Regulatory Commission, Microsoft launched media news to create public opinion to obtain the support of Microsoft shareholders. In order to pass the merger agreement through government departments including the Ministry of Finance and CFIUS, Microsoft has mobilized a lot of public relations resources. In short, in order to complete this merger, Microsoft has made a lot of preparations, and naturally it took a lot of time to arrange.
After careful examination by the lawyer team several times, Liu's father and Bill Gates signed the agreement on behalf of Liu's Capital and Microsoft respectively. Liu Si, who received $3.278 billion on the second day, was so excited that he couldn't sleep all night.
Liu Si handed over the matter of immigrating to Hong Kong to a large local law firm, and because he was not willing to spend money, the work of immigrating to Hong Kong for more than 20 days had not been completed, but the law firm gave an answer within 10 days at the latest.
He has not forgotten the promise he made to Jeff and Daphne a few months ago, injecting $50 million each into the two companies in November. After calling and informing me of the notification of the arrival of funds, I also learned about the changes of many angel capital and Phoenix capital in a few months.
After several months of intense development, the overall progress of Blogger, Shopping, and CS is good, and Blogger is already undergoing the final stage of debugging, confirming that Blogger will be officially launched on December 1. The development progress of shopping is also good, but the merchants and logistics after the final launch are worrying.
The continuation of Half-Life has been bought, and CS is also in intense development, but according to the CS team, even if CS is developed, there are not many computers in the world that can drive it.
Mirabiis has launched ICQ, a few days ago Liu Si also used the network in the Peninsula Hotel to apply for an account, combined with the actual network situation in the 96s, the level of computer hardware, ICQ is really very successful.
After informing Jeff, he must warn Wisger, Wadi and Goldfinger, "The current low-end network speed and the limitations of hardware devices must not implant ads on ICQ, so as not to affect the user experience of ICQ." "Don't be afraid of not being profitable, angel capital doesn't need any current profits from Mirabilis, and even angel capital can invest more money in Mirabilis. ”
After the affairs abroad were settled, Liu Dashao turned his attention to China.