After half a month, I returned to the Bamboo Creek Trail. Pen | fun | pavilion www. ｂｉｑｕｇｅ。 ｉｎｆｏ

Lu Wenjun's body has become more and more inconvenient, and Gu Mojie is also considerate of his wife, and many business matters have been denied to her.

Since the main task of this trip back is to supervise his subordinates to raise money, Gu Mojie also has a very clear purpose, and only calls Fei Liluo and Gu Yong to his home to discuss secretly.

One of these two people is for legal affairs, and the other is for funds, and it is enough to report directly to Gu Mojie.

"Applejack, congratulations on winning the Oscar." General Gu Yong still had that relaxed expression, and did not forget to congratulate him as soon as he entered the door.

Gu Mojie didn't care, and pointed to the sofa in front of him: "Sit." Those are all small things, let's talk about how NHN's stock is doing, and what is the current situation within NHN. Long story short. ”

General Gu Yong didn't take off his coat either, and went directly to the sofa with his clothes to paralyze Ge You:

"Fortunately, my brother has created the illusion that all kinds of dealers are going to run away, and he has been shaking on the Gosdaq for more than three months, and finally shook out the chips in the hands of nearly half of the retail investors - at present, we have 14.2% of the shares, outstanding shares, and spent 2 billion US dollars. The group's current movable cash flow is basically drained, and there are only five or six billion emergency money left, which must not be moved. ”

Gosdaq is a platform opened by the Korea Stock Exchange in imitation of the NASDAQ, and it is listed on Gostark, so it is considered a "domestic listed company".

Compared with Samsung and LG, which are "overseas listed companies", NHN assets and changes in control are subject to much more Korean legal supervision.

This common sense does not need to be explained, and anyone who can sit in this room understands it.

"If the next step is to initiate privatization, what is the starting price?" Gu Mojie did a little mental calculation, turned to Feliluo and asked.

In fact, there is nothing new in China's Securities Law, and many of the provisions and thresholds were copied from South Korea and Japan when it was first enacted.

To be precise, it should be that both China and South Korea copied from Japan, but the Koreans copied earlier than China.

According to South Korea's securities law, if more than 15% of the shares of a listed company are absorbed by a new shareholder from the tradable share market, and the shareholder wants to continue to increase his holdings, he must register the communiqué, otherwise the "Securities Regulatory Commission" will not allow the existence of "hidden major shareholders".

After the registration of the new major shareholder, the new shareholder would theoretically have to make an indiscriminate privatization offer at a statutory premium to absorb all the shares of the old shareholders who were willing to sell the company's shares at a high price.

When many laymen see such a clause, they may feel confused: Brother just wants to quietly absorb chips in the tradable stock market and be a market maker, why do we have to force us to accept non-tradable shares at a high price indiscriminately?

The legal basis behind this is this: for example, the company originally had a major shareholder A who held non-tradable shares and owned 10% of the shares. He has an enemy, B, who belongs to the kind of old and dead who do not get along. At this time, if B absorbs more than 15% of the company's shares in the tradable share market, then from a legal point of view, he may pull a few more allies, and it is possible to influence the company's operation, add various blockages to A, or damage the interests of old shareholders.

Therefore, the law believes that a joint-stock company also has a minimum of "human attributes", and the major shareholders want to invest and do business with their friends. However, the characteristics of listed companies are destined to make it possible for enemies to get involved as long as there is money.

If this "enemy" suddenly becomes more important, more than 15% of the shares, and has the potential to influence the company, then the people who were originally there should be allowed to "leave in anger".

This "enemy" has the obligation to promise that after breaking this red line, he must buy the shares at the price at which he collects the shares in the tradable stock market, and he must buy them at a locked premium, and as long as others are willing to sell the shares, he has to inhale them below that specific price.

Under this kind of legal constraint, the "barbarians at the door" who newly enter the market have to weigh and weigh -- don't think that when you buy retail stocks, the trading volume is not high, and you can do whatever you want and use all kinds of shock means to scare retail investors out. Once the 15% line is broken, insiders can quote the price when you scare out retail investors every minute, and let you swallow as much as you want.

These are just generalities, and the actual scale still needs to listen to "expert opinions".

Feliro is responsible for giving expert advice.

"At present, the total market value of NHN Group is about 22 billion US dollars, of which, the search/social sector that we are targeting has a market value fluctuation range of 100 million US dollars this year, and the remaining online game division is worth about 80~9 billion US dollars.

In accordance with the Securities Act of the Republic of Korea, after we announce a privatization, we shall make an offer price for privatization at least the highest of the three reference prices: the average price for the current year, the average price for the month prior to the initiation, and the highest price on the date of initiation, plus an additional 20%. Any shareholder in the company has the right to sell the shares to us at this price and then exit.

If, after the offer at this price premium, the number of outstanding shares is reduced to less than 5% and the total number of shareholders is below the requirements of the exit mechanism, then the privatization is complete and the company is equivalent to delisting from Goldak.

If the proportion of outstanding shares and the number of retail investors are not pressed below the line at the time of expiration, then the initiator will have to increase by another 10%, that is, according to the 30% premium, and carry out the last round of forced acquisition. After the full acquisition at this price, all remaining retail investors must increase their equity to more than 1% before they can stay in the company and become non-tradable shareholders, and those who fail to meet this requirement will be forced to sell. ”

In the stock market, many retail investors feel that as long as my brother buys stocks and doesn't want to sell them, no one can compare with him. This perception is superficial, and the reason for this is simply that China's stock market rarely experiences delisting and re-privatization.

In China's stock market, listing is almost a one-way street, only people are desperately trying to go public to make money, and there is never a company that has already been listed wants to withdraw from circulation.

However, in a mature capital market, there should be a top, and there should be a retreat. If a company has good business prospects, is not short of money, and has no financing pressure, why should retail investors share their operating profits?

Therefore, in countries with mature capital markets, there is a very well-established mechanism to ensure that those die-hard retail investors who buy stocks and then leave them there for a few years without looking at them - if there is a privatization and delisting, even if you don't want to sell, as long as the buyer gives a premium of 30% to the above three average prices, then you can buy and sell.

If you want to avoid forced buying and selling, then you have to let the retail investors themselves go to absorb chips at the same price, and a group of retail investors' shares are concentrated to ensure that they exceed 1% of the company's total share capital, and then they can be major shareholders after delisting, the non-circulating kind.

This is to ensure the concentration of decision-making power after the company is delisted, and no one wants a company that has been delisted to have to convene hundreds of people to vote for decision-making in the future.

This kind of system prevents a small number of "Diao people" from being "nail households" when they are delisted, obviously not having the strength.

"So, we need to raise money at least according to the market value of $13 billion, according to the psychological price of the reserved 30% premium. That's $17 billion, and about $15 billion after removing the 14% that has already been sucked up. ”

Elementary school math can be settled.

It's a lot of money.

Of course, it may not actually be that much, because not all the original shareholders will sell off in this wave of privatization.

In addition, there are some core management and founder teams who will not be willing to leave the market from now on, and will choose to replace the shares of Hatsune Network Technology at that time, which can also save some cash for Hatsune.

This kind of equity replacement acquisition is very common in the circle.

Zuckerberg is ready to take whatapp, and the means he has planned is to focus on equity swaps, supplemented by cash transactions. This would save him a lot of trouble dealing with Wall Street.

And Facebook, in another time and space, actually used a share swap when it got WhatsApp - it seems that Facebook spent a full $19 billion to acquire WhatsApp, but in fact it only has $4 billion in cash, and the remaining $15 billion is equivalent to Facebook shares.

However, that trick Zuckerberg can use very slippery, but Gu Mojie is more troublesome.

Because the other time book is already a listed company, its equity exchange valuation can be recognized by a third party.

Even in this time and space, Zuckerberg is also advancing the Facebook listing process accordingly in order to acquire WhatsApp, which appeared in advance. Companies that were expected to go public in 2012 are now a year ahead of schedule, preferring to lose some of their valuations rather than go public in the middle of the year.

Hatsune Network Technology is still a private company.

Replacing the equity of Hatsune Network Technology with the equity of others lacks the credibility recognized by the regulatory authorities.

What's more, NHN is a public company instead.

Zuckerberg is exchanging shares of public companies for shares of non-listed companies.

Gu Mojie is exchanging shares of non-listed companies for shares of listed companies.

The difference in difficulty between the two cannot be calculated.

After careful study, Gu Mojie has to prepare much more real money than Zuckerberg.

At least 10 billion US dollars must be financed to lay the foundation, and the rest can be considered for equity replacement.

"What do you think of the current mainstream financing channels? On the acquisition target's side, where has the intelligence work been so far? Are there any major shareholders who have clear intentions, are definitely willing to sell, or are definitely unwilling to sell? ”

Faced with Gu Mojie's question, Feliro replied cleanly:

"Mainstream Financing Channels...... What is currently operating is nothing more than the issuance of convertible bonds, and the use of more and more Hatsune wallet deposits of today's user savings funds to divert them to corporate investments. There has been little progress in other channels so far. As for the people within the target company, that is, the game division, they will obviously not sell, and if we do initiate privatization, it is estimated that they will take the opportunity to go it alone. (To be continued.) )