FN corporate headquarters, Herstal district, Liège, Belgium. 23us. fastest

The meeting had been going on all day, and although it was late at night, none of the participants had asked to adjourn the meeting, because in a few hours, the deadline for the FN company would come.

Whether it will go bankrupt or continue to operate depends on the outcome of this meeting.

Among the four major shareholders, three have not changed, and in the position that originally belonged to BAE Systems Company, they sat in damp; Marketing & Investment Manager at Company F.

It's not Serena, it's Gao Jun.

In the morning, after Gao Jun said he could not accept it, the proposal for a major shareholder to finance the company was rejected, or more precise, directly scrapped.

Although there is only 15% of the shares, according to the rules of the board of directors, the majority shareholders have a veto power.

In other words, any issue involving the distribution of shares in a company must be supported by all major shareholders, and financing will inevitably affect the distribution of shares.

In the afternoon, Gao Jun again vetoed the decision by Hamp; The "credit guarantee loan" financing method proposed by Company K.

Subsequently, representatives of the Valen District Government rejected the proposed redundancy by the GIAT Group.

After one proposal after another was rejected, there was only one way to go, and that was for one or some of the major shareholders to sell their holdings at a premium.

Theoretically, this major shareholder can only be the government of Valen.

Quite simply, when Deutsche Group Holdings, GIAT and BAE Systems acquired the shares of FN, they signed a restriction agreement with the Wallen district government, which allowed them to sell their shares only to the Wallen district government and not to third parties, including other major shareholders.

This restriction was set in order to ensure that the FN company was a Belgian asset.

Actually, it is by this limitation that damp; Company F is now only the spokesperson of BAE Systems, not the majority shareholder of FN.

The shares of FN remain owned by BAE Systems, Inc., which has only delegated Damp by agreement; Company F exercised equity on its behalf.

Only after the change in the shareholder structure of the FN company and the re-amendment of the company's rules can BAE Systems transfer the shares to DAMP; F Corporation.

Under the legally binding agreement, only the government of Valen has the right to sell and transfer, as well as redeem the shares of the other major shareholders.

Of course, there is also a limit to the redemption price, and the price cannot be increased unconstrained.

As for the sale of shares by the Valen District Government, it is naturally not restricted and is decided by negotiations.

The only restriction is that if the Valen district government sells its shares to create a new majority shareholder, it must have the support of all the major shareholders.

Theoretically, only other major shareholders are eligible to buy more shares from the Wallen district government.

In the evening, this is the question that was discussed.

Because there is no alternative, the Valen district government has made it clear that it can sell its holdings and pay the loan that is due at a premium.

Of course, there are several key issues that need to be addressed.

At the end of the day, there are actually only two.

First, how many shares does the Valen government intend to sell?

Second, what is the premium rate?

Strictly speaking, this is a problem, and it can also be said that there are two sides of the coin.

If you sell too few shares, the premium rate will definitely be high, which is equivalent to letting the major shareholder who pays the money to fill the financial hole of the FN company without any substantial benefit, that is, to serve the other major shareholders, so there is certainly no major shareholder who wants to do the wrong.

In order to keep the premium rate low, that is, to make it profitable for the other major shareholders, the government of Valen will have to transfer enough shares, and it will inevitably lose its controlling stake, because the shareholding structure has changed, so it needs to have the support of all the major shareholders.

Obviously, the reality before the Wallen district government is extremely harsh.

Either don't sell it or sell it all!

If it is not sold, the company will die in a few hours, and although all the major shareholders will suffer huge losses, the government of Valen will also lose thousands of jobs, hundreds of millions of euros in tax revenues every year, and this century-old signboard.

Actually, just the first loss is big enough.

Behind thousands of jobs are thousands of families, which together are tens of thousands of Belgian citizens, compared to Belgium's total of 11 million.

If all upstream and downstream enterprises are counted, it is even more incredible.

Selling the FN company can at least keep the jobs of these people, and also allow hundreds of upstream and downstream enterprises with business dealings to survive.

It's just that if you sell them all, the problem is just as complicated.

First of all, which major shareholder has such a strong strength?

Second, will the other major shareholders agree?

Time was of the essence, so after the Valen district government made a compromise that it would sell all its shares as long as it could keep FN alive, the board of directors first discussed the second issue of the evening, which was to first unify the positions of all major shareholders.

To put it more bluntly, it is first of all in favor of a major shareholder to pay for the acquisition of the shares held by the Wallen district government.

Actually, this is not a simple question either.

At the beginning of the meeting, the representative of the GIAT Group first suggested that the GIAT had no intention of acquiring FN and that if the government of Valen insisted on selling all the shares it held, the GIAT would also sell all the shares it held, and that the acquirer would have to acquire the shares held by the GIAT at the same time.

This request is not excessive, it can be said that it is reasonable, and there is no problem in legal theory.

Quite simply, whoever finances the acquisition will eventually lead to a change in the shareholding structure of the FN company, and the GIAT Group has the right to make such a request.

If the GIAT Group's request is denied, it will exercise its veto power.

At this point, Gao Jun represented BAE Systems, Inc., as well as by Hamp; The German group holding, represented by the business manager of Company K, became the protagonist.

The second issue discussed was whether BAE Systems and the German Group Holding should follow suit.

Obviously, both major shareholders have the intention to buy FN.

After a brief consultation, Gao Jun and Hamp; The business managers of Company K unified their position that after the acquisition was confirmed, the shares held by the other party would be acquired at the same price, and that the premium portion of the shares sold by the two major shareholders, i.e., the proceeds, would not be used to repay the bank loan.

Subsequently, a protest was lodged by representatives of the GIAT Group.

After a second consultation, the GIAT Group also got involved, i.e. the premium for the sale of the shares held by the GIAT Group was a personal gain for shareholders.

With this issue resolved, the meeting entered a critical phase.

Because of the tight schedule and the fact that the contract had to be signed before dawn in order to repay the bank loan tomorrow, the Valen District government representative proposed that the bidding be carried out in a "dark bid" manner, and that there would be only one chance, and the party with the highest bid would automatically receive the right to acquire it.

It's a very primitive and brutal method, but it is also the only method that works at the moment.

If you want to be civilized, just the preliminary negotiations will drag on for several months, and it would be nice to be able to sign a contract for the purchase of shares in a few years.

After receiving the support of the other major shareholders, the representatives of the Valen District Government announced a two-hour adjournment.

After the resumption of the meeting, BAE Systems and the German Group Holding Company must hand over the bidding price, and failure to do so will be deemed to be automatically abandoned.