"You have to say something, don't sit there silently." Seeing that Harris was silent, Katzenberg was anxious and urged.

See here.

Harris looked indifferent and said, "You don't have to worry, it's not so easy for Paramount to take over Times Company." Hostile takeovers are not something that can be done in a day or two, and are usually staged for months or even years. Even if we don't block it, the management of Times Company will use various defensive means. ”

"I understand. However, Paramount shouted a 70% acquisition premium, and it is difficult to guarantee that Times will not change its mind, even if the management of Times is not happy, but those shareholders may not be able to resist the temptation of 70% premium. Katzenberg said worriedly.

Then.

Katzenberg reminded solemnly, "Paramount and Disney are on the same side, if Paramount is allowed to control the impurities, newspapers, HBO television network, etc., and there is an extremely unclear Fox, then we at Universal Pictures will be passive." Without the support of a strong news and propaganda machine, even if we launch good film and television works, there is a danger of being hidden. ”

"Well, I understand the situation." Harris's face was solemn and cautious, and he couldn't help but pay attention to it, and the hostile takeover offensive and defensive battles generally lasted for a long time, but there were also some examples of shaking hands and making peace in the middle of the war. He couldn't afford to take that risk...... In case Times Company compromises with Paramount and the line of fire reaches an acquisition agreement, then he will have time to cry.

After a moment of thought.

Harris stood up and said, "It's hard to figure out whether the management of Time Company is sincere in rejecting Paramount's acquisition or wants to sit on the ground and raise the price, so I'll go and find out what they want to do before making the next step." ”

"It's fine. After you go to Time Inc., then visit Warner Bros., which was originally planned to merge with Warner Bros. Paramount is out halfway, and Warner Bros. will definitely have complaints. Katzenberg reminded, then added, "I'm going to go to the American music company." ”

Universal Pictures' propaganda machine is supported by American music companies, and Katzenberg must make sure that there are no surprises.

Some people may have a clear idea of the media resources of American music companies, but as long as you know a little, you will recognize its horror in the media field. It is owned by ABC (American Broadcasting Corporation), one of the three largest broadcasters in the United States, and also controls hundreds of affiliated local radio stations.

Such a terrifying media network, even if it can't win over its own camp, it must not be allowed to side with Disney.

After the assignment was completed, Harris and Katzenberg went into separate operations.

New York, inside the headquarters building of Time Company.

"Damn it, Davis, madman!" Ross and the directors were discussing the matter of defending against being acquired by Time Corporation, and they couldn't help but curse secretly after having a headache.

Paramount's offer of $10 billion was tempting, but Ross and other management were reluctant to sell. They have a more perfect plan.

"Paramount has already acquired a 12% stake, and if we don't come up with a strong counterattack, we will be really in danger when the other party's stake reaches more than 30%." A certain executive's face was solemn.

"I think it's time for a dilution anti-takeover measure......"

……

Ross was discussing with the directors whether or not to take the poison pill plan immediately, when suddenly his secretary walked into the conference room and pressed it to his ear.

"Ladies and gentlemen, I'm sorry to have an important guest outside. I need to meet with it. You continue to discuss......" Rose stood up, under the puzzled gaze of the crowd. Leave the conference room in a hurry.

"Hello, Mr. Harris!" Ross smiled and held out his hand in welcome, then ushered Harris into his office.

After both parties sit down.

Rose asked anxiously, "Mr. Harris." You said that you can help Times Company solve troubles, are you willing to act as a 'white knight' of Times Company? ”

"Ha, there are many ways to prevent Times from being acquired by Paramount, and now Paramount has Disney behind it, even if a white knight appears to compete with each other. I'm afraid it's hard to scare Paramount away. If you want to push Paramount back, it's up to you. Harris said with a smile.

"I want to hear about it!" Rosdow.

"I heard that you planned to merge with Warner Bros. earlier, and the plan has been negotiated?"

"Hmm. That's right, but who would have thought that a Paramount would be killed halfway, causing the merger to be shelved indefinitely. Rose had a wry smile on his face, now that the company's nest was going to be difficult to protect, where would he have the leisure to take care of the merger with Warner Bros.

He now wondered why Paramount had suddenly gone crazy and wanted to buy Time.

"In fact, Times can use this merger to defend against Paramount's hostile takeover." Harris smiled mysteriously.

Forehead.

Ross was confused, taking advantage of the merger with Warner Bros...... How can this be used?

"It's very simple, your Times Company gave up on merging with Warner Bros. and instead bought Warner Bros. by borrowing! With Warner Bros. being so large, Time would need to issue at least $10 billion or more in bonds. In this era, the company's size and debt will explode rapidly, greatly increasing the difficulty of Paramount's acquisition. To be on the safe side, you can apply deadly poison to the bonds when you issue them, i.e., give creditors the option to exercise their own discretion to request early redemption of the bonds from the company when Times Company suffers a hostile takeover and the controlling interest changes. Harris said.

...... acquisition of Warner Bros.?

Rose's face was full of shock, which he had never thought of before, Times Company simply couldn't afford to be burdened with such heavy debts.

When he heard Harris's drug debt plan, his eyes widened in surprise, and he thought to himself, this trick is really vicious.

Imagine this.

Time Inc.'s acquisition of Warner Bros. has led to an increase in the overall size of the company, and Paramount will definitely need to raise more funds if it wants to continue the acquisition. Even if Paramount grits his teeth and forcibly pockets Times Company, he will face a "toxic debt" of up to 10 billion US dollars, if the creditor immediately asks the company to redeem the bond in advance, what will Paramount, which has just completed the acquisition, use to recover the bond?

At that time, I was afraid that the only outcome Paramount faced was bankruptcy!

Seeing such a big time bomb, does Paramount dare to rush forward without hesitation? The answer is no! As long as it is a sane company, it will retreat decisively.

However, Paramount is now chasing Times Inc. like a mad dog, can you expect him to be sane? If the other party goes all the way to the black, bet that "creditors will not dare to risk Paramount going bankrupt and ask for early redemption of bonds". After all, if the issuing company goes bankrupt, creditors will also lose a lot. In that case, creditors will not necessarily force debts, and the biggest possibility is compromise.

Ross brought up his worries.

"Ha, there's no need to worry about this at all, since I proposed this plan, I will naturally think it through." Harris laughed.

Then.

Harris explained to Ross, "There is a clause attached to the issuance of a debt that gives creditors the option to convert their bond holdings into common stock at half or less of the company's current share price when the issuing company is unable to repay the debt in a timely manner." If Paramount wants to force creditors to compromise by breaking the net, then creditors can convert debt into equity. With such a huge scale of debt-to-equity swap, it is entirely possible to control Paramount in turn, not only to regain Times Company, but also to pick up a Paramount by the way! ”

This......

Ross was dumbfounded, a cold sweat broke out on his back, and secretly said that he was worthy of being a partner of Goldman Sachs. If you do this, not to mention that you are afraid of Paramount's hostile takeover, it will be too late to welcome it, and you are afraid that Paramount will not dare to eat it when she sees such a big meal.

"Mr. Ross, do you have any questions?" Harris asked with a confident smile. With such a perfect defense plan, he didn't believe that the other party was not impressed.

"It was perfect, but I still have three questions. First, unlike mergers and acquisitions, Warner Bros. can accept the merger plan, but may not accept the acquisition; Second, Warner Bros. is valued at about $13 billion to $14 billion, and it is difficult for Time to successfully issue such a large number of bonds; Third, why is Mr. Harris so enthusiastic about helping Times Inc., and what do you want to get? ”

"Hey."

Harris smiled and explained, "The reason for helping Time is really simple, the enemy of the enemy is a friend, Paramount and Disney are allied, and Universal Pictures naturally wants to snipe Paramount for buying Time Company." Of course, we also hope to take this opportunity to deepen our cooperation with Times Company. ”

Oh.

Rose nodded silently, the confrontation between Universal Pictures and Disney, Paramount was the first to take sides, and he knew something.

"Buying Warner Bros. for cash is a little bit of a premium, and I think the scattered shareholders of Warner Bros. will be happy to do so. There may be some major shareholders who prefer to continue to hold shares, but this is not a problem at all, and Times can exchange toxic bonds for shares of the other party, and promise to allow the other party's debt-to-equity swap after the crisis of Time Company has passed. Of course, in this case, the debt-to-equity swap needs to be separately agreed upon at the conversion price. This is equivalent to the temporary withdrawal of Warner Bros. shareholders, and when the crisis of Times Company is resolved, it will return, and the two companies can be regarded as an indirect merger! ”

"Hmm. As long as it is explained to Warner Bros. major shareholders, it should be feasible. Rose nodded. But as for the funds, it is not difficult for Times Company to raise such a huge amount of funds. ”

"Haha."

Harris couldn't help laughing, laughed for a long time, and then suppressed his laughter and said, "Mr. Ross, don't forget who the owner of Universal Pictures is." ”

"Don ......"

"It's not hard for him to help you raise more than $10 billion. The hard part is how do you convince him to make a move...... I think as long as Times Company and Universal Pictures reach a strategic cooperation, Don will be happy to help! Harris said with a smile. (To be continued......)