New York, Upper West Side.

In a landscaped mansion built in 1925 facing Central Park, two old men who are almost 120 years old sit facing each other, and a pile of papers are scattered on the table in front of them.

The bald head who is over half a hundred years old holds a red pen in his hand, drawing circles one after another on the document in front of him, while the white-haired, unshaven guy is on the table with his elbows, his hands are clenched into fists, and his chin is pressed down.

Under his gaze, the bald head sitting across from him quickly flipped through the thin papers.

"Judging from Yahoo's current rally, if we want to eat up 16.5 percent of his shares in 18 months, the total transaction value will be between 50 and 7 billion."

"According to his needs, we need to trade Marvel, and based on today's closing stock price, Marvel's current market value is 2400 million, that is to say, even if we pay Marvel, we will give him 26 to 4.6 billion in cash."

"But we currently only control 68% of Marvel's equity, and if we want him to be delisted and privatized, we have to spend at least 8 to 1 billion in cash to clear the market, that is, if we want to make a deal with Roland, we need to pay 3.4 to 5.6 billion in cash in the next 18 months."

"Although it is not really a lot of pressure for us to come up with the acquisition funds after allocation, the problem is that we will take a lot of risk before the deal is concluded......"

After learning that Microsoft was the mastermind behind Yahoo, and the trader responsible for clearing the market and promoting the acquisition was Carl Icahn, David did not slack off, and according to Roland's idea, the team worked out a deal plan within a week.

After receiving the offer to trade, Carl Icahn, who was always ready, asked Ronald Perelman to work with the merger genius to promote the acquisition deal - of course, this is also related to the fact that the other party has a large number of Marvel shares.

Although Ronald Perelman had long heard that Microsoft was eyeing Yahoo and wanted to get a foot in the cake, he was keenly aware of the risks that came with it when he saw the specific amount of the deal.

Under normal circumstances, only two methods will be used in acquisition transactions between listed companies.

The first is a direct acquisition.

The acquirer directly claims ownership to the target company, and the two parties negotiate to achieve the purpose of the acquisition under the terms of the agreement. The former refers to a certain percentage of the total shares of a listed company that the acquired company allows the acquirer to obtain a certain percentage of the total shares of a listed company by increasing the issuance of new shares, while the latter is the transfer of ownership.

In this case, if a company with good business conditions receives an offer to takeover, then they will be alert, and if they find that a company that has the intention to acquire them wants to use all necessary means to make a hostile takeover, then their most common means is to use a scorched earth policy to defend themselves, sell a large number of company assets, destroy their own corporate identity, in order to thwart the acquisition intention of the hostile acquirer, and in the end, they will even sacrifice the jewel of the crown to tell those who want to buy their own company. If they don't stop hostile takeovers, they will resell the company's core assets to rivals who want to buy their own company.

To put it bluntly, this is actually a threat.

This is equivalent to playing 1V1V1 Red Alert, you hit my house, greedy for my base, and wanted to send an engineer to steal it, but when the engineer arrived, you found that I carried my own base to the opponent's house, and became someone else's.

It may seem like a stupid threat, but in reality, you want to keep my body intact and don't want my opponent to get me, so it makes sense to abandon the acquisition under this threat.

It is precisely because there are many problems with direct acquisitions, so when a company really wants another company, they often start with a hostile takeover - a bear hug, take the initiative to make a public offer, the acquirer promises to buy the target company's shares at a high price, because the board of directors must announce the offer to all shareholders out of obligation, so some profit-seeking shareholders will put pressure on the board of directors to accept the offer and complete the acquisition after seeing the offer.

Of course, this method is already very, very, very gentle.

And the other, which is what Microsoft, Carl Icahn, and Roland are doing right now, is a sniper-style public buy.

The acquirer does not communicate with the target company in advance, and for the sake of safety, the acquirer hides itself and entrusts a third party to directly acquire the shareholders of the target company in the market, and the third party belongs to a group, in which the shares held by each person will be stuck within the announcement.asxs., and the acquisition will officially start after the entire group of shares held by the third party exceeds 10%, because if the target company does not sell itself to the acquirer, the third party who collects the money will frantically toss the target company.

This includes, but is not limited to, frantically convening an extraordinary general meeting of shareholders, hiring a third-party auditor to continuously and thoroughly inspect the company's accounts, reorganizing the board of directors with other shareholders who are willing to sell the company, directly suing opponents in the name of harming the interests of shareholders and dragging them into a long litigation quagmire...... All actions are aimed at arousing the hatred of the vast majority of shareholders against the opponents, kicking them out of the company, and if the opponents have a majority of shares and the takeover is hopeless, then completely destroy the target company.

In a word, when the acquirer hires Carl Icahn, there are only three scenarios for this acquisition.

Either the target company is acquired, or the target company is killed, or the target company offers a sky-high price that can be taken over by Carl Icahn himself to satisfy the appetite of the shareholders behind Carl Icahn.

After all, Carl Icahn's ultimate goal is also to make money.

If he spends one billion before the acquisition officially starts, then the target company loses twenty or thirty billion, and this old man is willing to let go of the other party, no way, he can make two or three billion without doing anything, this kind of steady profit and no loss is too easy!

And the acquirer...... In fact, it is not worth accounting for Carl Icahn's takeover.

In the vast majority of cases, the acquirer is eyeing the target company, and there are only two cases, one is that the other party's core business conflicts with itself, and the other is that the other party's core business is the field that it wants to try to enter.

To put it mildly, all acquisitions are for their own better development.

The success of the acquisition is only one of the results, and the fundamental goal is to continue to grow your company.

But the problem is that Microsoft is just too big now!

As big as being investigated by the Ministry of Justice for anti-monopoly, or as big as acquiring a similar company, it may fall into a situation of being split!

In the past, these blood-licking jackals never worried about the safety of their employers when they did sniper-style public purchases, but now......

"I have the right to wonder if the Justice Department will approve this deal!"

Speaking of this, Ben also looked at the bald head of the document and looked up at the guy opposite, "The Ministry of Justice is now investigating Microsoft's monopolistic behavior, and it is the last step away from officially filing the case, if Microsoft is sued in court, then I firmly believe that 16.5% of the stock will be smashed in our hands!" ”

"And even if Microsoft can get out of the antitrust investigation smoothly, even if the opposition in Yahoo is completely eliminated by us, this deal may be hit by the Department of Justice! And if we don't approve it, we're doing it for nothing! ”

"Not only that, but it will take a certain amount of time to get rid of the shares in your hands."

"At that time, our losses will be at least one billion."

If there are no surprises, Ronald Perelman will gladly accept Karl Icahn's offer to move in.

Because Microsoft has money!

Doing things for them is a sure-fire deal!

But when it comes to monopoly investigations, he will be unusually careful.

Because if the employer dies as a result of the acquisition, then they don't get the money.

Huh!

They are such a simple group of people.

As long as you talk about money, you can only talk about money.

But after learning about Ronald Perelman's question, Carl Icahn shook his head and denied the other party's idea, "Yahoo's core business is online advertising and online services, if Microsoft acquires Yahoo, then their original backward online advertising field can have large-scale growth, which is very consistent with Microsoft's strategic goals, what they want to do now is to rapidly expand production scale and market share in the Internet field, and this direction has nothing to do with their main business operating system, It is impossible for the Department of Justice to get stuck with Microsoft in this acquisition. ”

"But the problem is, the problem Microsoft is facing now, and that is illegal bundling!" Ronald Perelman still insists on his opinion, "They can now bundle I Explorer with Windows, and the Department of Justice has reason to suspect that after the acquisition of Yahoo, they will bundle Yahoo, I Explorer, and Windows together!" ”

"At that time, people can enjoy the locked I Explorer and Yahoo for free as long as they buy a Windows CD, so may I ask, is there any possibility for others to develop?"

"Although those people in the Department of Justice are brainless pigs! But there are countless networks of interests behind them! Do you think AOL would want that to happen? Do those companies of the same kind want to die in silence? They won't! Once Microsoft's acquisition of Yahoo enters the approval stage, they will definitely do everything they can to snipe wildly! ”

Ronald Perelman dropped the pen on the table and leaned back, looking at each other very firmly.

He didn't want to do the business.

Because he feels that the risks outweigh the benefits.

In this case, Carl Icahn nodded slightly, no ridicule, let alone agitation, for a guy like them who has dismantled hundreds of companies and handled trillions of dollars in this life, a firm stance is the cornerstone of success, if others make an offer, and cooperate directly without analysis or judgment, then they would have gone bankrupt a long time ago.

"Do you think this business must be at a loss?" Carl Icahn asked.

“Yeah！” Ronald Perelman nodded and said affirmatively: "Microsoft is not the same as other companies we did before, he has shown his fangs to the world, since even the people with unequal information know that Microsoft is a demon, then how can the Ministry of Justice watch Microsoft continue to grow bigger and stronger?" ”

"If Microsoft hadn't bundled Wi Explorer, then I would definitely support this deal, but it is precisely because they let the outside world know that they can do anything to be strong, then we are helping them to make acquisitions, not against a company, but against a group of anti-monopolists."

"Okay, you have a point."

Carl Icahn echoed Ronald Perelman's sentiments, "Actually, I think so too. ”

“What？” Ronald Perelman, who was also trying to take a position by naming and getting out of the deal, was shocked.

No! If you think the same way as I do, aren't you wasting your time?

Since you all think that it is impossible for the Ministry of Justice to pass this acquisition, isn't it a brain disease to take over this business?

However, just when Ronald Perelman looked at Carl Icahn with unexpected eyes, thinking that this guy who was not a few years older than himself was simply sick in the brain, Karl Icahn smiled at him, found a pen and paper, and lowered his head to write.

Not only that, but in the process of writing, his mouth also said:

"First of all, we all think that the problem Microsoft is facing now is not the market monopoly of the operating system, but the use of this natural monopoly to forcibly achieve the market monopoly of browser software, right?"

"Yes." Ronald Perelman narrowed his eyes at the text on the paper and saw that what the other person had written was the same as what was said in his mouth, and then he nodded and admitted that the other person was right.

"So secondly, we also think that in the case of the acquisition of Yahoo, Microsoft will most likely let the operating system and browser software and the portal be bundled, so that similar companies have no way to live, right?"

"That's right." Ronald Perelman continued to nod.

After getting the approval, Carl Icahn directly drew three circles on the paper, and in the center of each circle, wrote a word, "Okay, after confirming these two points, we can change our thinking, suppose that Microsoft's acquisition of Yahoo is to reach a settlement with the Department of Justice, so that PC manufacturers can freely choose the operating system, so that users can freely choose the web browser, and freely choose the portal?" Since the contradiction is on bundling, not on natural monopoly, Microsoft can make a promise to abandon bundling after acquiring Yahoo, and open its arms to welcome the challenge of the brave, so that everything will be solved. ”

FFFFFFFuck！！！！

Ronald Perelman's brows furrowed, like an abyssal valley.

A shocked look shot straight out and landed on Carl Icahn's body, as if he was going to pierce him!

Is Microsoft's acquisition of Yahoo fundamentally aimed at stopping the antitrust investigation and preventing things from getting worse?

Hold the grass!

How can you have the face to say such words!

When the operating system with the first market share meets the portal with the same market share, anyone with a discerning eye can see that this is a monopoly road, but in this case, you said that we can give up the bundle, and you are welcome to challenge?

What a joke!

Even if it's not bundled, people still use Windows!

Even if it's not bundled, people still use Yahoo!

Because users are used to it!

"Is this Microsoft's argument for you?" Ronald Perelman raised his voice and wanted to make a final confirmation, "If Willian told you that, then I can only tell you that this business will never work out!" ”

"This kind of rhetoric is not an explanation if it is placed in the Ministry of Justice! It's a provocation! ”

"Microsoft is not DuPont! Microsoft is not Boeing! Microsoft is not Lockheed Martin! ”

"He hasn't been deeply tied to the Federation yet! Didn't work closely with the military! He hasn't reached the point where he's too big to fall! ”

After emphasizing the words in his heart, Ronald Perelman took a few breaths, then lowered his head to pack his things and prepare to leave.

Just as he stacked all the files in his bag, Carl Icahn, who had listened to his words, continued to laugh and said, "What if I said that Microsoft is willing to open up some of the source code of Windows and let competitors write applications on Windows?" ”

What？？？？？

Ronald Perelman's movements, stopped.

Slowly raised his head, frowned and asked, "What did you say?" ”

"Microsoft is willing to make some of the Windows source code public? Allowing competitors to write applications? ”

"They're crazy?"

"Crazy? There is no ......" Carl Icahn shrugged his shoulders and said: "Actually, when William wrote "The Road to the Future", he already wanted to take Microsoft to transform, he predicted in "The Road to the Future" that in ten or twenty years, electronic education, e-commerce, e-government, video conferencing, and mobile phone navigation will be common means to accelerate social development, and he feels that mobile phones will develop like miniaturization, small screens, can use digital currency for business transactions, and have a certain ability to read or use information are the characteristics of future mobile phones, If I had to describe it, it would be more like a pocket-sized computer in your hand......"

Not only that, he thinks that the Internet of Everything is the future, do you know that he designed a complete set of Internet of Things systems for his new house in 95 years for intelligent control? Speak to the machine, they can help you open the curtains of the windows, help you adjust the width of the sofa, turn the lights on and off, run the computer for you, control the water temperature for you......"

"When everyone thinks that the Internet is the future, or at the same time that he himself says that the Internet is the future, he still wants to take another step forward and realize the layout of the future in advance, and he has already chosen the direction."

"So...... Microsoft is now working on its own home console, and in this case, the DOJ's antitrust investigation is actually a solvable matter for them. ”

"Their monopolistic behavior is actually bundling, and the best way to solve this problem is to give up bundling."

"While giving up the bundle, they are also willing to open up the Windows system and let competitors develop applications, because they have discovered that the future of the Internet is not something that one company can eat."

"As long as the programming restrictions of the operating system are opened up and more and more developers are introduced, the more unlikely it is that Windows' market position will be replaced, and in this case, they can use this excuse in exchange for Yahoo."

"I opened up my core and promised not to use bundling, and in that case, the Justice Department couldn't find any reason to stop them from buying Yahoo, not to mention that William had someone behind it."

"So, we can definitely do the Yahoo case."

"Because of this, that's why I take orders."

When Carl Icahn spread his hands slightly and nodded to Ronald Perelman, the bald head who had heard all this was a little confused - he understood that if Microsoft really allowed competitors to write applications on their own systems and gave up the bundling, then the Department of Justice would definitely reach a settlement with Microsoft and happily pass Microsoft's acquisition of Yahoo, but the problem was ......

It's not worth betting on the future in the fog with the good present!

The Internet of Everything?

Smart home?

You're the richest man in the world, so you've built it!

But if you want to promote something that costs millions to the public, it's a fool's dream!

If you feel like everything you're talking about is the future, then why don't you go for a pocket-sized computer-like phone? Why not do e-education, e-government, video conferencing, mobile navigation, e-commerce?

Huh!

Wait a minute!

E-commerce?

When Ronald Perelman, who was puzzled, thought of this term, a figure suddenly appeared in his brain, and his eyes involuntarily narrowed after seeing the face that he had been familiar with for almost seven years.

"Carl." The big bald head lowered his voice.

"Huh?" Carl Icahn asked, raising an eyebrow.

"Is Roland engaged in e-commerce? Is that Amazon? ”

"That's right! Isn't that the business you introduced to him? ”

"I introduced him to him, and he voted directly?"

"Yes! Because he thinks what William said makes sense! ”

Carl Icahn didn't hide it, and said directly: "Didn't Paul take him with him and roll up a sum of money?" ”

"That's the development money they helped with."

"William wanted to invest in Blizzard Capital, but Blizzard Capital's Overwatch Ventures held Apple shares, and Steve didn't want Microsoft to hold too many Apple shares, so William gave up."

"According to them, William and Roland had a good chat, and when Microsoft entered the home console market, the game company in Roland's hand would definitely be able to make money, if it wasn't for Roland not going public, I would have bought his shares a long time ago, okay?"

In fact, William has always understood that Microsoft can never become a content company, but if they want to make home consoles accepted by the public and build the future they envision step by step, then the first thing they have to do is to unite with some of the people's favorite content companies, so when Paul invests in DreamWorks, those Hollywood giants will be jealous, because they are worried that Microsoft will invade with it, film and television entertainment content, they have the undefeated Steven, and game entertainment content, Isn't it time to pull Roland over to them? As long as there is content, the home host will definitely be able to be promoted, and once the home host can be rolled out, whether Windows is open and whether the bundle exists, in fact, is not a problem......"

Okay!

Ronald Perelman got it!

Microsoft isn't betting on the future in the fog with the great present! Instead, he pretended to stifle the current development of Dahao with his own hands, so that the opponent relaxed his vigilance and used more monopoly means to explore the future layout!

And the guy who boarded the Microsoft tank at this time......

The big bald head glanced down at the cooperation agreement, and the dazzling Marvel made him feel that he had figured it out.

"Roland traded Yahoo for Marvel because he wanted to tie himself tightly to Microsoft, right?"

"Microsoft wants Yahoo, and he wants to be Microsoft's biggest content party with Steven."

"Probably." Speaking of which, Karl Icahn's words also became ambiguous, "What young man does not worship William?" Roland is obviously one of them, and he is the kind who has the money to mix with everything. ”

"But I still have a question, since he cooperates with Microsoft, why does he want to overweight Apple?"

"And, behind Amazon, although David Shaw has a copy, it's more of Warren Buffett, right?"

"Although Warren does not vote for Jeff, as long as he is there, Amazon's shareholders will not ask Jeff to make a profit as soon as possible."

"Because those shareholders believe in Warren's vision, and they believe in the power of long-term investing."

Ronald Perelman pinched his chin.

However, this question, in Carl Icahn's, is not the question, "Isn't it simple?" Steve is recognized in the market, the guy who can beat William head-on, follow William, board the Microsoft chariot, Roland's net worth will definitely skyrocket, and if he bets on Apple, in case Steve makes a comeback, those shares can make him the next richest man in the world. ”

"As for Amazon?"

"Wasn't Roland's first stock to buy Berkshire Hathaway?"

"Isn't it normal for young people to watch people bet?"

"When we were in our teens and twenties, we couldn't figure out the market, we only knew who was good, and we would play with whomever we wanted."

"It's just that over the years, the people who have bet on Roland have become too famous, William, Warren, Steve, but if there is a success, then Roland's net worth is tens of billions of dollars, if they all succeed......"

"Okay, it's great to bet on one, okay, bet on three, that's a dream......"

Speaking of this, Carl Icahn suddenly felt that something was wrong, and after looking at the bald face on the other side, he reacted, shook his head with a wry smile and said, "I was wrong, he has now bet on a ...... right"

"Okay, don't talk about this, you can't do this job, give me an affirmative answer, okay?"

", how do you charge the price?" Carl Icahn has already said so clearly, if the bald head doesn't do it, it will be impossible to get along with the money, "Twenty percent commission? Or a 30% commission? ”

"How can there be two percent? I promised Roland a discount last time. Carl Icahn waved his hand, "Five-fold, one-percent, sixteen.5 percent of the shares, Yahoo's shares are all acquired at a nine-percent discount of the closing price of the trading day." ”

"And he wants a clean Marvel, so, please strip him of Marvel's debts."

"I know what you've done, to borrow money to support your bank, to make your bank expand quickly, right?"

"You cut off the more than 600 million debts to him, and then delisted and privatized."

As soon as he heard this, Ronald Perelman's face grew, "There is no such thing!" I have been engaged in restructuring and mergers and acquisitions for so many years, and I have always wrapped the debts to the buyers! Debt stripping plus a 10% commission, this business doesn't make much money at all! ”

"Don't pretend to be here with me! Even if we take a commission for stripping off debts, we can still earn almost 500 million in the whole transaction, don't tell me that you don't use leveraged junk bonds, all with your own funds to trade! ”

"Isn't it your usual method to issue junk bond acquisitions to transfer the cost of acquisition to the majority of investors?"

"Moreover, if Roland also takes the route of acquisition and development, then we will have more days to make money in the future!"

Carl Icahn didn't bother to pay attention to this guy, "Don't look at his young age, but he does things really fiercely." ”

"I have a hunch that after tasting a hostile takeover, he won't go for any normal takeover."

"Do you even feel this way?" Now that an agreement has been reached for an offensive and defensive alliance, Ronald Perelman has stopped thinking about commissions and debts, and instead asks, "Why do you say that?" ”

"Because ......"

Carl Icahn pursed his lips, frowned, and said in a very uncertain tone: "Because his company doesn't seem to have the desire to go public, and as long as it doesn't go public, it can only be him who beats others, and others can't hit ......"