10. Spin-off (I)

Smith did not dare to return to the hotel, and strongly demanded that the cooperation negotiations of Fuhua Shipbuilding be put in Shanghai.

He refused to talk to Zhu Tong about any specific issues until he was given security assurances.

The reason is also very good, the negotiation needs a level playing field, and now he feels threatened to negotiate with him, and it is difficult to reach an agreement that is fair to both parties.

In addition, the Fukui shipyard is still in Japan, and the overall relocation work has not yet begun.

Smith was worried about the future of Fuhua Shipbuilding, and Mr. Lehman was another piece of his heart.

If Lehman can force the Japanese government to give in to the pressure on the Iike consortium, or simply set up a pipe card or even a legal trap on the grounds of the right to interpret a certain law, no matter how well it is negotiated today, it will only form an invalid agreement.

Zhu Tong disagreed, and said very solemnly: "Mr. Smith, you are a lawyer, you should understand a truth. Mr. Lehman's trip to Japan will not be fruitless, and if the Japanese government does issue a clause restricting cooperation projects with China, it will certainly be time-limited. The sooner we sign up, the less legal risk there is, don't you think? ”

Smith was speechless and had to agree to negotiate the cooperation agreement between United Ships and Fuhua Shipbuilding first.

Ten minutes before the start, Matsui announced that he would withdraw from United Shipbuilding, and that his industry would negotiate with Fuhua Shipbuilding alone, and a preliminary consensus had been reached. Matsui has agreed to set up a joint venture with Fuhua Shipbuilding for $100 million plus the Orton Company and several supporting enterprises under its name, and he will hold 15 percent of the shares of Fuhua Shipbuilding.

Matsui was offered a very favorable contract. He originally held 28 percent of the shares of Helian Shipbuilding, but now he has 15 percent of the shares of Fuhua Shipbuilding, and there are two seats on the board of directors.

The confrontation in the past few days was not fruitless, and the most practical of them was the determination of the board of directors of Fuhua Shipbuilding to be ten people. With 15 percent of the shares and two board seats, Matsui has a lot of face.

First, the significance of Orton's company cannot be calculated in actual value, and second, Matsui Heishi has 100 million US dollars in cash; Zhu Tong has already won the recognition of Miss Chen Yiyi and Xiang Lao in China.

Smith was very envious that Matsui had a good contract, and he didn't bother to protest Matsui's breach of the contract, and asked Zhu Tong to negotiate with him on the same terms.

"Mr. Smith, do you think it's possible?" Zhu Tong asked mockingly.

"It's fair, I deserve to be treated fairly."

"My bottom line is that United Shipbuilding has a 22 percent stake in Fuhua Shipbuilding and two board seats. You're short of cash, I need some shares in exchange for cash. ”

"This is unfair, United Ship should get 30% of the shares of Fuhua Shipbuilding, four board seats, this is a more reasonable price." Smith was serious when he said this, and he didn't blush at all.

"If you can raise $500 million, I can promise that Helian Ships will get 28 percent of the shares of Fuhua Shipbuilding."

"Money can go to the bank for loans, it can be raised from the stock market, it can issue bonds, it can bring in partners; We have a lot of options and should not be an obstacle to sincerity. United Ships should get 30 percent of the shares, otherwise...... I mean, it's the most reasonable price point. ”

Smith seemed to want to say something like withdrawing from the talks, but he soon realized that it would be too unwise to do so. If he did not cooperate with Fuhua Shipbuilding, Fukui Shipyard would probably rot in his hands and bring down his family. Matsui has withdrawn, and the relocation of Orton to Shanghai has become a fact, which is tantamount to cutting off Smith's back road to spin off the Fukui shipyard to the international market to find a buyer.

The negotiations have once again entered a stalemate phase. Zhu Tong is resolutely unyielding, and threatens to withdraw; He said: "I can find others to cooperate, and you, there is no choice but to cooperate with Fuhua Shipbuilding." ”

Smith was unwilling to admit defeat and did not dare to say anything too excessive. "We should divide the shares according to their actual value, and that's the fairest way to do that." ”

"I don't understand what you mean?" Zhu Tong was like a mirror in his heart, and Smith finally entered the trap.

"I have here the appraisal report of Dodge Certified Public Accountants, and the actual value of the combined ship should be between $1.3 billion and $1.5 billion......

"Well, I admit that Sunrise Group does not have such a high valuation. Mr. Smith, you should sell the United Vessel first and then use the cash to work with us. We can acquire a better shelf. Zhu Tong said very seriously.

How much money Smith invested in the acquisition of Fukui Shipyard is not a secret to Zhu Tong. At this time, he dared to open his mouth and asked to cooperate with Fuhua Shipbuilding at a premium several times higher, which was really a bit excessive.

"Evaluate the report? I have that too. "Zhu Tong took out a copy of the same thing;" We seem to have a tacit understanding and found the same company. This is the appraisal report made by the Shanghai branch of Dodge Certified Public Accountants, after the integration, the market value of Fuhua Shipbuilding is now 32.7 billion yuan, converted into US dollars...... I think this report is already very conservative, and Mr. Smith should know the price of land in Shanghai, and the two pieces of land owned by Zhongtian Shipping and Jiangdu Iron and Steel are at least worth this price if they are auctioned. ”

"Your report has moisture, it's not true." Smith immediately protested; "Many of the shares of Xuyang Group are pledged in the bank ......"

"Mr. Smith would do well to read this report carefully before commenting." Zhu Tong pushed the evaluation report over; "As I said earlier, 32.7 billion is the actual value after integration. Xuyang Group's stake in Fuhua Shipbuilding is not large, and Huashang Bank is the other major shareholder of Fuhua Shipbuilding. All the shares pledged to the bank are now in the name of China Commercial Bank. ”

"It is against business ethics that you are doing so, and Sunrise Group cannot expand its shares at this time. It's not fair! Smith quickly finished reading it, waving his fist in protest; You have not obtained our consent, and our cooperation should be based on the last assessment report. ”

Now Fuhua Shipbuilding has become a healthy public company with no debt, so Smith is not satisfied. Today, the market value of Fuhua Shipbuilding is four times that of his previous rival, the Xuyang Group of the Tian Xuyang era.

The biggest difficulty in this integration is to turn debt into shares, and of course the market value will have to be doubled; If Fuhua Shipbuilding breaks the situation, the shares acquired from Huayi's Huashang Bank will not become non-performing assets. This is a common way of capital consolidation, but the beneficiaries of this integration are China Commercial Bank and Xuyang Group. However, after only integration, the person who issued this evaluation report was generous enough.

Smith enjoys playing the role of integrator, buying pledged shares from banks, buying enough chips from the stock market, and then forcing the board to give in is his favorite; Rather than being forced to accept the results of integration.

In China, such an integration of a company of this size would take at least a year, and there were countless hurdles to overcome; Fuhua Shipbuilding took half a year to complete. Among them, there is Zhu Tong's painstaking tossing and turning, and more importantly, the support of Wang Xiangjiao and Xiang Lao.

"You're robber logic." Zhu Tong refuted unceremoniously; "What should and shouldn't be done by Fuhua Shipbuilding, it's not the turn of others to make irresponsible remarks. Mr. Smith, Ping Zhijun has reached a consensus with Fuhua Shipbuilding and will soon sign a formal cooperation agreement. Without Orton, the value of the United Ship would have shrunk by fifty percent, and I would have been very lenient if I could give you twenty-two percent of the shares. ”

Only then did Smith think that it was not his turn to dismantle others this time, and Zhu Tong took away Matsui Heishi, which was equivalent to splitting his joint ship.

"However, even if I agree to this condition, the board of directors of the United Ship will definitely not agree." Smith used the drag-knife trick, he didn't dare to go too far, and Zhu Tong was in an overwhelming position.

"This is another issue that has nothing to do with today's negotiations. Oh, I almost forgot, speaking of the board of directors of United Ships, I think Mr. Smith should support Miss Yu Lan and Miss Xie Jing to fill the vacancy left by Ping Zhijun. They will give you the greatest support. No problem, I don't think you'll have much resistance. ”

"That's really another issue, and we're still talking about cooperation." Smith is well aware of current affairs, and the current board of directors of United Ships, alas, does not say anything.

He saw that he couldn't get cheap left and right, and immediately changed his strategy; "Director Li, Mr. Heishi Matsui, we all know that the registered place of the United Ship is on Crocodile Island. However, the Fukui shipyard is still in Japan, and if this agreement is too embarrassing to sign, it will inevitably cause a lot of discussion from the outside world. ”

"If you have anything to say, it's ten o'clock, and time doesn't allow us to be too reserved." Zhu Tong is careful, Smith has too many tricks.

"I mean, in order not to give people excuses, can we reach such a consensus. You think that United Ships can only have 22 percent of the shares in Fuhua Shipbuilding, while I am asking for 30 percent. That's the bottom line for both of us. Fuhua Shipbuilding needs a large amount of capital investment, and the gap is about 500 million US dollars, which is our common problem. ”

"Yes, please continue." Zhu Tong and Matsui Heishi glanced at each other, Smith is a veteran of the capital market and a professional manager who is well versed in the rules; Proper respect needs to be given.

"Then, we will sign a VAM agreement, and in the next four weeks, we will look for investors with 5% of the shares of Fuhua Shipbuilding at the same time, and if we can sell them at a good price, the remaining 3% of the shares will belong to whom."

It's a bit complicated, Zhu Tong calculated for a while to figure it out, Smith meant to split the disputed eight percent of the shares between the two sides into two parts, five percent as a bet, he and Smith will each take five percent of the world to sell, whoever sells at the highest price will unconditionally get three percent of the shares of Fuhua Shipbuilding.

It doesn't seem to be bad, Zhu Tong was already worried about where to raise $500 million, and he offered such harsh conditions to Smith, that is, he was going to use these shares to find a buyer.

However, he would not believe Smith so easily, and lowered his posture and said humbly: "Please tell me more details, I don't understand the specific financial issues." ”

"With this five percent of the shares, we can agree on a minimum value. The takeover can be one investor or several investors, and they can have a board slot. Within the agreed period, whoever sells at the highest price is the winner. Mr. Heishi Matsui can be a witness, as well as Mr. Karl. Today is April 10, and we have until April 24 to hand over the final results to them. Ah, there is also a need to establish an assessment panel to determine the creditworthiness and qualifications of investors. That's all there is to the rules, it's simple. ”

"Sounds good. Just, what makes you think I'm an idiot? Zhu Tong smiled tolerantly. Smith dug a hole, though it wasn't big, and he almost jumped. The red line drawn by Wang Xiangjiao was that foreign investors could not own more than 40 percent of the shares in Fuhua Shipbuilding, and this red line was later relaxed to 45 percent as the situation changed.

Matsui has already used 15 percent, or one-third of the share. Smith's request for 30 percent was denied, and when he proposed a VAM agreement, he was already indirectly admitting defeat. However, Smith did another spin-off, trying to recoup some of the lost shares from other sources.

[Remember the URL . δΈ‰δΊ”Chinese网]