Blockbuster's management firmly opposes Netflix's acquisition. If Netflix completes its acquisition of Blockbuster, most of their executives will be cleaned up. Therefore, the management quickly hired Goldman Sachs as an investment consultant and cooperated with Blockbuster's legal consulting company to formulate an anti-acquisition plan.

At the same time, Blockbuster also responded to public opinion in media such as the Wall Street Journal, claiming that the losses were only temporary. In the past ten months, Blockbuster's online users increased by 2 million. In the past two months, Blockbuster's online users increased by 20,000 per day; while Netflix added only 100,000 new users in three months, Blockbuster has completely defeated Netflix.

Subsequently, a spokesperson for Blockbuster's formal statement on Netflix's acquisition said: "We welcome Netflix's strategic investment in Blockbuster; but we will intervene in this kind of disagreement with the board of directors and attempt to control Blockbuster's behavior by purchasing stocks in the open market. If necessary, we will introduce a variety of countermeasures including the poison pill plan."

Blockbuster's management hopes to directly launch the poison pill plan to make Netflix go away, but shareholders do not want to launch countermeasures including the poison pill plan, because once these measures are implemented, it will scare away potential acquirers and the company's stock price will not be increased. For shareholders, whether the acquisition is friendly or malicious is not the most important, and the rise in the stock price is the most important.

However, Blockbuster's statement did not scare Netflix away. The next morning, Netflix announced that it had issued an offer to Blockbuster's board of directors to acquire all the remaining outstanding shares of Blockbuster. Based on US$7.5 per share, the total amount is expected to exceed US$750 million.

On June 23, Blockbuster announced that the board of directors had rejected Netflix's acquisition offer. At the same time, two countermeasures were initiated against Netflix's hostile acquisition, the poison pill plan and the shark repellent clause.

The poison pills initiated by Blockbuster are inverted poison pills. If Netflix continues to increase its holdings of Blockbuster's shares, resulting in a proportion of more than 20%, then shareholders other than Netflix can purchase Blockbuster's additional shares at half price based on the share options in their hands; and Netflix's shares will be diluted to about 2%. When Shanda acquired Sina in 2005, Sina threw out the poison pills to fight back. Until 2006, Shanda still could not crack it, and it could only end up selling Sina's shares.

While launching the poison pill plan, in order to avoid Netflix controlling the board of directors, Blockbuster announced the terms of protective measures against the board of directors. It stipulates that only one-third of the directors will be re-elected at each shareholders' meeting, and each director's term of office will be three years. Before the expiration of the board of directors, the shareholders' meeting shall not remove him from his position without reason.

In this way, it will take three years for Netflix to completely reorganize the board of directors and eliminate all old directors. If Netflix cannot quickly reorganize the board of directors and management of Blockbuster, no matter how many shares it has, it will be equivalent to not being acquired, because Netflix cannot implement the reorganization and launch a new strategy. For other Blockbuster shareholders, there is enough time to organize counterattacks.

In a filing filed with the U.S. Securities and Exchange Commission on Monday, Netflix CEO Hastings strongly condemned Blockbuster's short plan and shark repellent clauses, claiming that these two clauses were invalid without shareholder votes and that if necessary, Netflix will file a lawsuit; at the same time, Netflix announced that it would raise the acquisition price to acquire all shares of Blockbuster at $8 per share.

On this day, Zhang Ran, who had been hiding and unstoppable, finally took action. He smiled and called his agent: "Raise the shares to 19.5%, and regain the position of the largest shareholder!"

The agent replied: "No problem!"

Zhang Ran put down the phone and smiled. Mr. Hastings, you must be very proud now, thinking you are sure to win, right?

Don't worry, this is just the prelude!

Zhang Ran was in a very good mood and hummed gently: "No guns, no cannons, the enemy made us..."

Hastings learned the news the next day. He knew that Zhang Ran would definitely fight back, but this counterattack was drizzling and posed no threat to Netflix's acquisition plan. He smiled and said to the company's chief financial officer McCarthy: "Zhang Ran's counterattack is too weak. It seems that he really has no money!"

McCarthy nodded and said, "He has a big store. I heard from people from Morgan Stanley that he mortgaged his Google stock to Goldman Sachs and borrowed $1.2 billion. He spent 130 million to acquire Tempe Entertainment, and also injected 100 million into Tempe Entertainment. He signed a $1 billion financing agreement with Fox. In addition, he also made large-scale acquisitions and investments in China. Last month he also acquired a clothing company. He really didn't have much money and could not pose too much threat to our acquisition!"

Hastings smiled sarcastically: "Is he crazy when buying a clothing company? You should focus on doing everything and want to do anything in the end, and it often doesn't do anything well. It seems that the success of youtube and fly has blown his mind!"

McCarthy smiled and said, "It's a good thing for us. If he has enough funds in his hands, we may be in a tough battle!"

Hastings nodded slightly: "If he had completed the acquisition of Blockbuster early and fully implemented the grid connection plan, Netflix really had no effective counterattack. Not to mention him, the stocks increased to 19.9%. We will enter the shareholders' meeting as the largest shareholder, and disrupt Blockbuster's current board of directors!"

On this day, Netflix raised its stake again, increasing its shares to 19.9%, surpassing Zhang Ran and becoming the largest shareholder of Blockbuster again.

On this day, Blockbuster once again rejected Netflix's acquisition offer. At the same time, in order to strengthen defense, the board of directors also passed the Golden Parachute clause, stipulating that the company's ownership changes will cause the management to be dismissed within three years, and the dismissed executives will receive 10 times the annual salary compensation from the company.

If Netflix wants to control Blockbuster's board of directors, it will inevitably dismiss directors, executives, and even dismiss the company's owners to leave only assets. In the last life of the Bora Vanke battle, Baolai was preparing to slaughter Vanke and remove all directors and supervisors, including Wang Shi. With the golden parachute, dismissing the senior executives will have to be compensated at a sky-high price, which greatly increases the acquisition cost.

The next day, Netflix issued an offer of 8.5 yuan. At the same time, Netflix claimed to appoint two independent directors at Blockbuster.

Blockbuster rejected Netflix's offer again, but some shareholders asked Blockbuster to negotiate with Netflix. The offer was close to the psychological price of some shareholders. If it was higher, they would be willing to sell their shares.

However, Netflix did not continue to offer. On June 29, they called on all registered shareholders through the media and the Internet to actively participate in the upcoming shareholders' meeting. At the same time, they expressed their hope that shareholders would fill out the power of attorney and entrust Netflix to vote at the shareholders' meeting on their behalf.

Netflix has begun to prepare for the next shareholders' meeting, and the battle for power of attorney has officially begun!

Shareholders of large listed companies are often very scattered. They hold different numbers of shares, different occupations, and education levels, and are likely to know nothing about the company's decisions and operations. Therefore, the voting rights of the shares they hold are usually authorized to relevant persons, such as company management, board members, etc., which is called a "power of attorney".

In the United States, every time we encounter re-elected directors, there are often "battles" to solicit voting powers of attorney. The current management strives to obtain powers of attorney to maintain their status, while shareholders or third parties in the opposition try to canvass the votes in an attempt to seize control and operating rights of the company. Netflix hopes to control Blockbuster's board of directors by obtaining enough powers of attorney to reorganize the board of directors and other resolutions, and then remove the poison pill plan and shark repellent clauses, paving the way for the completion of the tender offer.

However, as a malicious acquirer and as a rival to Blockbuster, it is not easy to win the authorization of shareholders. In this case, Netflix strengthened its public opinion offensive and fiercely criticized Blockbuster's management, performance and strategy.

In the past three months, Netflix has collected enough ammunition and their attacks are definitely targeted.

Blockbuster ceo Antioco is the focus of Netflix's criticism. They accused Antioco of not being ashamed of the company's continued losses last year. Not only did the reward not decrease, but he received doubled and received a salary of US$7.6 million. Listed companies should aim to maximize shareholder interests. Only when the company's benefits improve can operators have high returns; if the company does not make money, executives can still get double bonuses, which is unreasonable.

A Netflix spokesman claimed that Antioko used his position as chairman to obtain huge rewards, harming the interests of the company and the majority of investors, and failed to fulfill his responsibilities of protecting the interests of the company and shareholders. At the shareholders' meeting in July, Netflix will request the meeting to remove Antioko and ask the board of directors to add two independent seats.

The company continued to suffer losses and executives were able to get huge bonuses, which undoubtedly greatly angered Blockbuster shareholders and employees, and the management immediately lost the support of many shareholders.

Antioco felt the pressure and publicly clarified the matter. According to the company's requirements, if the gross income of 280 million can be achieved and online users reach 2 million, he will be able to receive additional bonuses. He achieved the goal, reversed the unfavorable situation of Blockbuster's business, and obtained a small amount of profits. There was no problem with this bonus.

Zhang Ran supports Antioco and feels that there is no problem with this bonus. In recent months, Blockbuster's online users have grown significantly, and the company's future is bright, and double bonuses are not too much.

However, other shareholders of the company do not think so. In their opinion, Blockbuster's stock price has fallen by 40% in the past three years, and its stock price has been falling in recent months. In this case, CeO has actually received double bonuses. It is too greedy and has not considered the interests of shareholders at all. Some of them have begun to secretly contact Netflix, hoping to remove the company's board of directors and ensure the interests of shareholders.

At the same time, the three board candidates nominated by Netflix also actively canvassed among shareholders. They told the shareholders that the company belongs to the shareholders, so why not let those who can truly represent the interests of the shareholders be selected for the board of directors? Blockbuster's management is very chaotic, and the management only knows how to make profits for themselves, and there are no people in the company who really take responsibility. Why not let smart people be selected for the board of directors and let them watch CEO work?

Faced with Netflix's fierce offensive, Antioco was under pressure and began to call fund managers and major shareholders, hoping that they would stand on the side of the management during the shareholders' meeting. Zhang Ran is the second largest shareholder after Netflix, so he is naturally the focus of winning.

Zhang Ran’s answer is very clear: “I am on the side of the management and firmly oppose Netflix’s entry into the board of directors!”

In the next few days, the war between Netflix and Blockbuster further escalated, and both sides were fiercely criticizing their opponents for deliberately distorting, hiding and distorting the facts, and even ripping out their private lives.

July 8, 2007 was the day of Blockbuster's shareholders' meeting and the last day of the final battle. At 8 o'clock in the morning, Zhang Ran came out of the hotel and looked at the rising sun with a comfortable face. He believed that today's shareholders' meeting must be very exciting...

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Chapter completed!