Chapter 261 Disagreement and cooperation
New York, Upper West Side.
In a mansion built in 1925 and facing the Central Park, two old men who add up to almost 120 years old are sitting face to face. On the table in front of them, there is a pile of scattered documents.
The bald man who was over half a century old held a red pen and drew circles one after another on the documents in front of him, while the gray-haired, unshaven guy was resting his elbows on the table, clasped his fists with his hands, and pressed his chin down.
Under his gaze, the bald man sitting opposite quickly finished flipping through the thin documents.
"Based on Yahoo's current growth rate, if we want to consume 16.5% of his shares within 18 months, the total transaction amount will be between 5 billion and 7 billion. "
"According to his needs, we need to trade with Marvel, and based on today's closing stock price, Marvel's current market value is 2.4 billion. That is to say, even if we pay Marvel, we still have to give him 2.6 to 4.6 billion in cash."
"But we currently only control 68% of Marvel's shares. If we want to delist him and privatize him, we will have to spend at least 800-1000 million in cash to clear the market. Roland reached a deal, and we need to pay 3.4 to 5.6 billion in cash in the next 18 months."
"Although after apportionment, it is not a big pressure on us to take out the acquisition funds, the problem is that before the transaction is concluded, we will take great risks..."
After learning that Microsoft was the man behind Yahoo and Carl Icahn was the trader responsible for clearing the market and promoting the acquisition, David did not slack off. According to Roland's idea, he asked the team to draw up a transaction plan within a week.
After receiving the deal invitation, Carl Icahn, who was always ready, asked out Ronald Perelman, wanting to cooperate with this merger genius to jointly promote the acquisition transaction-of course, this also has a lot of money with the other party. Marvel shares are related.
Although Ronald Perelman had long heard that Microsoft was eyeing Yahoo and wanted to get a foot in the big cake, but after he saw the specific amount of the deal, he followed suit. The risk is also keenly captured by him.
Under normal circumstances, only two means are used for acquisition transactions between listed companies.
The first is direct acquisition.
The acquirer directly asks the target company for ownership, and the two parties reach the purpose of the acquisition under the conditions of the agreement through negotiation. And this is divided into partial acquisition and full acquisition. The former means 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 stocks, while the latter refers to the transfer of ownership. , Companies with good operating conditions will not be willing to be acquired by others.
In this case, if a company with good operating conditions receives an acquisition invitation, they will definitely be vigilant. If they find that a company that intends to acquire them wants to use various necessary means to conduct a hostile acquisition, then their most commonly used means , is to use the scorched-earth policy for self-defense, sell a large number of company assets, destroy its own company characteristics, in order to frustrate the acquisition intentions of hostile acquirers, and in the end, they will even sacrifice the crown jewels and tell those companies that want to acquire themselves, If they don't stop their hostile takeovers, they will offload the company's core assets to rivals who want to buy their own companies.
To put it bluntly, this is actually a threat.
This is equivalent to playing 1V1V1 Red Police. You hit my house, greedy for my base, and wanted to send an engineer to steal it. Become someone else.
It seems that this kind of threat is very stupid, but in fact, what you want to keep is my intact body, and you don't want your opponent to get my body, so under this kind of threat, giving up the acquisition becomes a A logical thing.
It is precisely because of the many problems of direct acquisitions that when a company really wants another company, they often start with a hostile takeover—a bear-style hug, an active public invitation, and the acquirer promises to buy the target company’s stock at a high price. Since the board of directors is obliged to announce the offer to all shareholders, 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.
The other is what Microsoft, Carl Icahn, and Roland are doing now, sniper-style public purchases.
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 purchase the target company’s shareholders in the market. The third party belongs to a group, and the shares held by each of them will be Stuck within the starting point of the announcement, the acquisition will not officially start until the entire group of third parties holds more than 10% of the shares, because if the target company does not sell itself to the acquirer, the third party who collects the money will go crazy toss the target company.
Including but not limited to crazily holding an extraordinary general meeting of shareholders, hiring third-party auditors to thoroughly check the company's accounts, reorganizing the board of directors with other shareholders who are willing to sell the company, and directly suing opponents in the name of harming shareholders' interests, dragging them into lengthy lawsuits In the quagmire, people like Wolf King already have bank support behind them, so cutting off the capital chain of the target company is also one of the means... All actions are for one purpose, to arouse the hatred of the vast majority of shareholders against opponents , Kick it out of the company, and if the opponents have a large share of the shares and the acquisition is hopeless, then the target company will be completely destroyed.
In a word, when the acquirer hires Carl Icahn, there are only three situations in this acquisition.
Either the target company was acquired, or the target company was killed, or the target company offered a sky-high price that would allow Carl Icahn to stop himself, in order to satisfy the appetite of the shareholders behind Carl Icahn.
After all, Carl - Icahn's ultimate goal is to make money.
If he spends one billion before the official start of the acquisition, the target company will lose two or three billion, and this old man is willing to let the other party go. It's so easy to make a profit without losing money!
And the acquirer...in fact, it doesn't care about Carl Icahn's closing.
In most cases, the acquirer focuses on the target company. There are only two cases, one is that the core business of the other party conflicts with itself, and the other is that the core business of the other party is the field that you want to try to enter , if it is the former, the acquirer can seize the opportunity to develop vigorously when the target company loses a large amount of cash flow, and if it is the latter, the acquirer will temporarily let go of this leader and acquire other companies. Similar companies invaded the market.
To put it bluntly, all acquisitions are for better development of oneself.
The success of the acquisition is only one of the results, and the fundamental goal is to keep your company growing.
But the problem is that Microsoft is really too big now!
It is so big that it is investigated by the Ministry of Justice for anti-monopoly, and it is so big that the acquisition of a similar company may fall into a situation of being split up!
In the past, these blood-licking jackals never worried about the safety of their employers when doing sniper-style public purchases, but now...
"I have the right to doubt whether the Department of Justice will approve this transaction!"
Speaking of this, Ben's bald head looked up at the document, and looked at the guy opposite, "The Ministry of Justice is now investigating Microsoft's monopoly behavior, and it is the last step before the case is formally filed. If Microsoft is brought to court, then I firmly believe that 16.5% of the stock will fall into our hands!"
"And even if Microsoft can escape the antitrust investigation smoothly, even if we clear out all the opponents in Yahoo, this deal may be hit by the Ministry of Justice! And if it is not approved, we will do it for nothing!"
"Not only that, but it will take a certain amount of time to clear the shares in your hand."
"At that time, our losses will at least be in the billions."
If there is no unexpected situation, Ronald - Perelman will gladly accept Carl - Icahn's invitation to join.
Because Microsoft has money!
Serving them is a sure-fire deal!
But when it comes to monopoly investigations, he will be extremely careful.
Because if the employer dies because of the takeover, then they don't get the money.
Eh!
They are such a simple group of people.
As long as we talk about money, we 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 The originally backward online advertising field can see large-scale growth, which is very consistent with Microsoft's strategic goal. What they want to do now is to rapidly expand the production scale and market share in the Internet field, and this direction is consistent with their goal. The operating system of the main business has nothing to do with it, and it is impossible for the Department of Justice to hold Microsoft back in this acquisition.”
"But the problem is that the problem Microsoft is facing now is illegal bundling!" Ronald Perelman still insisted on his point of view, "They can now bundle Internet Explorer with Windows, and the Department of Justice has a reason I suspect that after acquiring Yahoo, they will bundle Yahoo, Internet Explorer, and Windows together!"
"At that time, people can enjoy locked Internet Explorer and Yahoo for free as long as they buy a Windows CD. So, is there any possibility for others to develop?"
"Although those people in the Ministry of Justice are brainless pigs! But behind them there are countless interests and relationships! Do you think AOL would want this to happen? Do those similar companies want themselves to die in silence They won't! Once Microsoft's acquisition of Yahoo enters the approval stage, they will definitely try their best to snipe wildly!"
Ronald Perelman dropped his pen on the table, leaned back, and looked at the other person very firmly.
He didn't want to do the business.
Because he thinks the risk outweighs the benefit.
Such a situation made Carl Icahn nod slightly, without sarcasm, let alone agitation. For guys like them who have dismantled hundreds of companies and have handled nearly trillions of dollars in this life, a firm stand is the only way to succeed. Jishi, if someone proposes an invitation and cooperates directly without analyzing or judging, then they would have gone bankrupt long ago.
"You think this business must be a loss?" Carl - Icahn asked.
"Yeah!" Ronald Perelman nodded and said affirmatively: "Microsoft is different from other companies we have done before. He has shown his fangs to the world. Since the news is not equal Everyone knows that Microsoft is a monster, so how could the Ministry of Justice just watch Microsoft continue to grow bigger and stronger?"
"If Microsoft hadn't bundled Windows and Internet Explorer, then I would definitely support this deal, but precisely because they let the outside world know that they can do anything to be powerful, then we are helping them make acquisitions, just It's not against one company, it's against a group of antitrustists."
"Okay, what you said makes a lot of sense."
Carl - Icahn agrees with Ronald - Perelman's views, "actually, I think so."
"What?" Ronald Perelman, who had escaped from the deal, was shocked.
no! If your thinking is the same as mine, isn't it a waste of your time?
Since you all think that it is impossible for the Ministry of Justice to pass this acquisition, aren’t you out of your mind to accept this business?
However, just when Ronald Perelman looked at Carl Icahn with unexpected eyes and felt that this guy who was not a few years older than himself was simply mentally ill, Carl Icahn smiled at him, Find a pen and paper, bow your head and start writing.
Not only that, but in the process of writing, he also said:
"First of all, we all believe 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 realize the market monopoly of browser software, right?"
"Yes." Ronald Perelman squinted his eyes and looked at the words on the paper. After finding that what the other party wrote was the same as what he said in his mouth, he nodded and admitted that the other party was correct.
"Secondly, we also believe that in the case of acquiring Yahoo, there is a high probability that Microsoft will bundle the operating system, browser software, and portal website in a three-way manner, leaving similar companies with no way out, right?"
"That's right." Ronald Perelman continued to nod.
After getting approval, Carl Icahn directly drew three circles on the paper, and wrote a word in the center of each circle, "Okay, after confirming these two points, we can change our thinking Now, let’s say that Microsoft’s purchase of Yahoo is to reach a settlement with the Department of Justice, so that PC manufacturers can freely choose operating systems, users can freely choose web browsers, and portal websites? Since the contradiction is in bundling sales Above, instead of natural monopoly, Microsoft can make a promise that after the acquisition of Yahoo, it will give up the bundling means and open its arms to welcome the challenges of the brave. In this way, won't everything be resolved? "
FFFFFFFFuck! !
Ronald Perelman frowned, and there were ravines like abyssal valleys.
Shocked eyes shot out and landed on Carl Icahn, as if to punch him right through!
The fundamental purpose of Microsoft's acquisition of Yahoo is to prevent antitrust investigations and prevent things from getting worse?
Grab the grass!
How dare you say such words!
When the operating system with the largest market share meets the portal website with the same largest market share, anyone with a discerning eye can see that this is another way of monopoly. Under this situation, you have said that we can give up bundling. Welcome You challenge?
Are you kidding me!
Even without bundling, people still use Windows!
Even without bundling, people still use Yahoo!
"Is this what Microsoft told you?" Ronald Perelman raised his voice, wanting to make a final confirmation, "If William told you this, then I can only tell you, This deal will never work!"
"Putting this kind of rhetoric at the Ministry of Justice is not an explanation! 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! He hasn't worked closely with the military! He hasn't reached the point of being too big to fail!"
After emphasizing the words in his heart, Ronald Perelman took a few breaths, then lowered his head and packed his things, preparing to leave.
Just as he was stacking all the documents in his bag, Carl Icahn continued to smile after listening to his words: "If, I said that Microsoft is willing to disclose part of the source code of Windows, allowing competitors to write applications on Windows What about the program?"
What? ? ? ? ?
Ronald Perelman stopped.
Slowly raised his head, frowned and asked, "What did you say?"
"Microsoft is willing to disclose part of the source code of Windows? Allow competitors to write applications?"
"Are they crazy?"
"Crazy? No..." Carl Icahn shrugged and said: "Actually, when William wrote "The Road to the Future", he already wanted to lead Microsoft to transform. He was in "The Road to the Future" " predicts that in ten or twenty years, e-education, e-commerce, e-government, video conferencing, and mobile phone navigation will be common means to accelerate social development. Digital currency for commercial transactions and the ability to read or use information are the characteristics of future mobile phones. If you have to describe it, it is more like a pocket computer in your hand..."
"Not only that, but he thinks that the Internet of Everything is the future. Did you know that in 1995 he specially designed a whole set of Internet of Things system for intelligent control for his newly built house? Speak to the machine, they can help you open the windows and curtains, help you Adjust the width of the sofa, help you switch the lights, help you run the computer, help you control the water temperature..."
"When everyone thinks that the Internet is the future, or in other words, when he himself said that the Internet is the future, he also wants to take another step forward and realize the layout of the future in advance, and he has already chosen direction."
"So...Microsoft is now developing its own home console, and in this case, the Department of Justice's antitrust investigation is actually something that can be resolved for them."
“Their monopoly behavior is actually bundling sales, and the best way to solve this problem is to give up bundling.”
“While giving up bundling, they are also willing to open up the Windows system to allow competitors to develop applications, because they have discovered that the future of the Internet cannot be eaten by one company.”
"As long as the programming restrictions of the operating system are opened up and more and more developers are allowed, the market position of Windows will be less likely to be replaced. In this case, they can even use this excuse to exchange for Yahoo."
“I opened up my own core and promised not to use bundling methods. In this case, the Department of Justice can’t find any reason to prevent them from acquiring Yahoo, let alone, there are people behind William.”
"So, the case of Yahoo, we can definitely make it happen."
"Because of these, that's why I took the order."
When Carl Icahn spread his hands slightly and nodded to Ronald Perelman, the bald head was a little confused after hearing all this—he understood that if Microsoft really allowed competitors to write application software on its own system, And give up the bundling, then the Ministry of Justice will definitely reach a settlement with Microsoft, and pass the acquisition of Yahoo by Microsoft, but the problem is...
Gambling the future in the mist with the great present is not worth it at all!
Internet of Everything?
Smart home?
You are the richest man in the world, so you can build it!
But wanting to promote something that costs millions to the public, no matter how you look at it, it is a dream!
If you think everything you say is the future, why don't you make a pocket computer-like cell phone? Why not do e-education, e-government, video conferencing, mobile phone navigation, e-commerce?
Eh!
etc!
E-commerce?
When Ronald Perelman, who was extremely confused, thought of this term, a figure of a guy suddenly appeared in his brain. After seeing the familiar face for almost seven years, his eyes couldn't help but squinted.
"Carl." The bald man lowered his voice.
"Hmm?" Carl Icahn asked, raising his eyebrows.
"Is Roland engaged in e-commerce? Is that Amazon?"
"Yes! Isn't this the business you introduced to him?"
"I introduced it to him, and he voted directly?"
"Yes! Because he thinks what William said makes sense!"
Carl Icahn didn't hide anything, and said directly: "Didn't Paul bring him a sum of money?"
"That's the development money they helped get."
"William wanted to invest in Blizzard Capital, but Watch Ventures under the name of Blizzard Capital held Apple shares, and Steve didn't want Microsoft to hold too many Apple shares, so William gave up."
"According to what they said, William and Roland chatted very happily, and when Microsoft enters the home console market, the game company in Roland's hands will definitely make a lot of money. If it wasn't for Roland not going public, I would have bought his company a long time ago. Do you have the stock?"
"Actually, William has always understood that Microsoft will never become a content company, but if they want home consoles to be accepted by the public and build the future they envision step by step, the first thing they have to do is to communicate with some people in the most The favorite content companies are united, so when Paul invests in DreamWorks, the Hollywood giants will be afraid, because they are worried that Microsoft will invade thereafter. In terms of film and television entertainment, they have the undefeated Steven, and the game The content of entertainment, isn’t it pulling Roland to them now? As long as there is content, the home console will definitely be able to be promoted, and once the home console can be rolled out, whether Windows is open or not, whether there is a bundle or not, is actually not the case. There's a problem..."
Okay!
Ronald Perelman understood!
Microsoft is not using the great present to gamble on the future in the fog! Instead, he pretended to control Dahao's current development with his own hands, making his opponents relax their vigilance, and used more monopoly methods to explore the future layout!
And the guy on the Microsoft wagon at this time...
The bald man glanced down at the cooperation agreement. The dazzling Marvel made him feel that he had figured everything out.
"Roland exchanged Yahoo for Marvel because he wanted to tie himself tightly to Microsoft, right?"
"Microsoft wants Yahoo, and he wants to be the biggest content side of Microsoft with Steven."
"Maybe." Speaking of this, Carl Icahn's words became ambiguous, "Which young man doesn't admire William? Roland is obviously one of them, and he's the one who has the money to get involved with everything." kind."
"But I still have a question. Since he is cooperating with Microsoft, why does he want to overwhelm Apple?"
"And, behind Amazon, although David Shaw has a share, it's more of Warren Buffett, right?"
"Warren doesn't vote for Jeff, but as long as he's there, Amazon shareholders won't demand that Jeff be profitable as soon as possible."
"Because those shareholders believe in Warren's vision of people, and believe in the power of long-term investment."
Ronald Perelman squeezed his chin.
However, this question is not a problem for Carl Icahn, "Isn't this simple? Steve is recognized in the market as the guy who can defeat William head-on. Follow William and board the Microsoft chariot. Roland's net worth will skyrocket, and if he bets on Apple, if Steve makes a comeback, those shares will make him the next richest man in the world."
"As for Amazon?"
"Isn't the stock that Roland bought first, 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, so we played with him."
"It's just that in recent years, Roland's bettors are all too famous. William, Warren, Steve, if there is any success, then Roland's net worth will be tens of billions. If they all succeed..."
"Okay, betting on one is great, okay, betting on three, that's a dream..."
Speaking of this, Carl Icahn suddenly felt that something was wrong. After looking at the half-smiling face of the bald man opposite him, he finally realized, shook his head with a wry smile, and said, "I was wrong, he has already made a right bet..."
"Okay, let's not talk about this, can you give me an affirmative answer if you want to do this job?"
"Do it, what's the price?" Carl Icahn has already said so clearly, if the bald head still doesn't do it, then it's hard to make money, "20% commission? Or 30% commission?"
"How can there be 20%? I promised Roland last time that I would give him a discount." Carl Icahn waved his hand, "50% off, 10%, 16.5% of the shares, Yahoo's shares are all traded 10% off the closing price on the day of the purchase.”
"And what he wants is a clean Marvel, so please give him the debt of Marvel."
"I know what you have done, borrowing to support your bank, and let your bank achieve rapid expansion, right?"
"You gave him the debt of more than 600 million yuan, and then delisted and privatized."
Upon hearing this, Ronald Perelman's face grew, "There is no such thing! I have been doing restructuring and acquisitions for so many years, and I have always packaged the debts together with the buyer! Debt stripping plus 10% commission, this business can't make much money at all!"
"Don't pretend to be good with me here! Even if we take 10% of the commission for stripping off the debt, we can still earn about 5 billion in the whole transaction. Don't tell me that you don't use leveraged junk debt, and use all of your own Funds to trade!"
"Issuing junk bond acquisitions can transfer the acquisition cost to the majority of investors. Isn't this your usual method?"
"Besides, if Roland also takes the route of acquisition and development, then we will have many days to make money in the future!"
Carl Icahn didn't bother to talk to this guy, "You don't think he is young, but he is really vicious in his actions."
"I have a hunch that after getting a taste of a hostile takeover, he's not going to do any normal takeovers."
"Do you actually feel this way?" Now that the offensive and defensive alliance agreement was reached, Ronald Perelman no longer cared about commissions and debts, but asked instead: "Why do you say that? "
"because…"
Carl Icahn pursed his lips, frowned, and said in a very uncertain tone: "Because his company seems to have no desire to go public, and as long as it doesn't go public, it can only be him beating others, others Still can't hit..."
Note: ①The sniper-style public purchase written in the article is the usual method of the wolf king. Don't think it takes eighteen months to hostilely acquire a company. It can't be completed in three or four years. For example, Oracle's acquisition of PeopleSoft took eighteen months from the acquisition to the closing. ②Dr. Wu Jun wrote in "Top of the Wave" that after Microsoft failed to acquire Yahoo, Carl Icahn, who was involved in the acquisition, was furious. After Microsoft withdrew, the meaning of Yahoo's existence was to be split by private equity funds. Of course, there is another conspiracy theory, that is, the wolf king takes both ends. On the surface, he is helping Microsoft to acquire Yahoo. In fact, he is helping Google to develop and preventing Microsoft from acquiring Yahoo. Google, in this way, Microsoft's search business will not develop, Yahoo's search business will be directly killed, and Google will become fat. If you look at it in conjunction with the Motorola acquisition, the credibility of this conspiracy theory is still very high. ③The reason why Microsoft chose the development route of smart home is because Bill Gates personally tested it. He built a smart home in 1995, and in the same year, the smart phone developed by Andy Rubin died suddenly. Let Gates strengthen his determination to go smart home. ④Andy Rubin is the father of Android. In 1990, he worked in Apple's mobile phone department. In 1995, he launched a smartphone. Because it was too advanced, it was killed by the market, but all the research and development patents belonged to Apple. So he will be angry because of ios, and Jobs will be angry because of Android. Both of them feel that their achievements have been plagiarized. The former is because of their own research and development, and the latter is because of patents.
(end of this chapter)