After leaving the operation center, Zhang Ran drove to the building where Century Peak was located. He rented a floor of office building specifically for this acquisition as the office of the acquisition team. The entire acquisition team is very large, with more than 110 people so far, and the number is still increasing. The team members are all elites, and the backbone personnel are also many industry giants.

It was almost twelve o'clock, and the office was still brightly lit, and almost every office was on. Zhang Ran was the head of the entire acquisition team. During the day, he had to work on the Olympics, so the acquisition team meeting was naturally arranged at night.

When Zhang Ran walked into the conference room, Yu Liping was discussing something with members of the acquisition team. Each of them had a bunch of documents in front of them.

When they saw Zhang Ran coming in, they all stopped and greeted Zhang Ran.

After sitting down, Zhang Ran opened the cup and drank water, and asked, "I heard that the research report has come out?"

Yu Liping stood up gracefully, put a stack of information in front of Zhang Ran, and introduced in a professional tone: "Our estimate of Netflix is ​​100 million, plus the acquired Blockbuster, the total valuation is 1.9 billion. The normal acquisition valuation is to contact the acquisition target and obtain various data for analysis. We are hostile to acquire, and there is no way to obtain accurate data. The quotation is based on Netflix's financial report and various public information. This valuation is not accurate. After the valuation, we conducted anonymous tests on Netflix's shareholders, and the conclusion is that only when the quotation reaches 5 US dollars, Netflix may accept the acquisition offer. We suggest that the first acquisition quotation is more appropriate to set at around 5 US dollars, and then slowly increase the quotation through negotiations."

Most investors of listed companies in the United States are funds and investment companies. They value the long-term development of the company and will not sell stocks easily unless they offer a price that makes them excited. After Yu Liping and others completed the valuation of Netflix, they entrust third-party companies to call each company to test and ask them what price they are willing to sell. Finally, through statistical analysis, when the quotation reaches $5, more than 50% of shareholders are willing to sell.

Zhang Ran slowly looked through the data in his hand, nodded slightly and said, "$5, higher than I expected. In this way, it will cost about $500 million to complete the acquisition. How is the financing situation?"

Yu Liping smiled and said: "Century Peak has obtained 200 million funds by mortgaged on the proceeds of "Space-Time Warriors", and obtained 200 million funds by mortgaged on the company's assets. In addition, you provided 800 million funds, a total of 100 million yuan. Now it has been injected into our subsidiary registered in the Cayman Islands; at the same time, we have obtained a letter of commitment from Bank of China and CITIC Bank for mergers and acquisitions, with a total of US$ billion in credit; the remaining funds will be resolved by issuing exchangeable bonds. We have contacted investment banks in the United States and Europe. They are willing to take over our bonds. Financing of 1 billion is not a problem, and the acquisition funds are absolutely guaranteed."

For corporate mergers and acquisitions, the funding problem is the key. Since the funds are guaranteed, the biggest obstacle to acquisition will be cleared. Although Rothschild Bank is no longer a big bank now, it still has a wide connection and is indeed a good deal in mergers and acquisitions.

However, Zhang Ran did not feel relaxed because of this, and his expression was still very serious: "The funding problem doesn't seem to be big, and the rest is how to attack. I'm a little worried about Hastings. He is a very powerful person, very decisive and calm enough. After receiving our acquisition offer, he probably won't accept it and instead introduce the White Knight. If Netflix introduces the White Knight, then our plan will be in vain."

When the company became the target of other companies' mergers and acquisitions, the company's management went to find a "friendly" company to merge in order to prevent the occurrence of malicious takeover, and this "friendly" company is called "white knight". For example, after being attacked by Baoneng, Vanke was prepared to invite Shenzhen Metro to invest in Vanke, issue new shares to Shenzhen Metro, and then dilute Baoneng's shares. Shenzhen Metro is the White Knight invited by Vanke.

In the acquisition war, it is not a strange thing to introduce the White Knight, and Yu Liping is not worried about it: "Introducing the White Knight will not only dilute our shares, but also dilute the interests of other shareholders and sacrifice the interests of other shareholders. As long as we join forces with other shareholders, we can easily reject this proposal."

Zhang Ran was not that optimistic: "What if this White Knight was Microsoft?"

Yu Liping felt that Zhang Ran was a little worried: "How could a technology company like Microsoft buy a DVD rental? It's impossible, you don't have to worry too much."

Zhang Ran doesn't think so: "Netflix launched online videos not long ago and is developing set-top boxes, preparing to directly transmit movie content to users. Microsoft itself is doing set-top box business, and the game console xbo60 can also watch online movies. If it acquires Netflix, Microsoft can integrate Netflix's film and television resources into set-top boxes to better compete with Apple. Streaming is the future trend, and Hastings and I can see this, and I believe Microsoft can see it too. Therefore, it is possible for Microsoft to be a white knight or even acquire Netflix."

After hearing this, Yu Liping thought Zhang Ran's words made sense and pondered: "If Microsoft is a white knight, Netflix is ​​equivalent to holding a golden thigh, and the stock price will definitely rise sharply and shareholders will agree. Then we are powerless to fight back unless we have 4% of the voting rights. When the management proposes to introduce the white knight, we can veto it."

According to Netflix's board of directors, the company's major matters can only be passed if it holds more than two-thirds of the shares; and 4% is exactly more than one-third, so as long as you get 4% of the shares, you will have a veto.

Zhang Ran smiled bitterly and said, "But how can I get 4% of the shares?"

Everyone knows the truth, the problem is that it is difficult to get 4% of the voting rights.

According to the US Securities Law, it is necessary to make public announcements within ten days if the shares are held at 5%. Once the announcement is made, Netflix will inevitably quickly launch anti-acquisition measures. As long as the poison pill plan is activated, Zhang Ran will not be able to buy shares again, so it is almost impossible to hold 4% of the shares.

If you are in the Netherlands or Germany, you can use the wolf pack tactics and open several different accounts, each of which is 4.99%, then you can avoid supervision and do not need to be publicized. When Porsche acquires Volkswagen, it is through different accounts to secretly acquire shares of Volkswagen. The whole process lasted for several years, and it was not until Porsche acquired multiple shares that it issued an announcement.

This practice does not work in the United States. According to the Securities Exchange Act of 194, when different individuals and companies take joint actions, they will be regarded as one person and are called a joint actor. For example, Zhang Ran acquired 4% of Netflix's shares, and Zhang Jingchu began to acquire again. If the shares she bought exceeded 1%, an announcement must be issued because she and Zhang Ran were both parties involved, and the shares were counted together, which had been added up to 5%. Not only Zhang Jingchu, but also Bai Yunfei and Wu Ruide and others were allowed to hold shares. As long as they acted consistently, they would be considered as joint actors.

If Zhang Ran conceals and fails to report, as long as Netflix sues the court, the court will issue an injunction to deprive Zhang Ran and others of their voting rights, and even force Zhang Ran and others to sell these stocks within the specified time.

Yu Liping is the consultant for this acquisition. The tasks include investigation, prevention and crushing the opponent's anti-acquisition measures and actions. Since Zhang Ran raised this possibility, she must solve it. But she has no idea now, so she said: "I will discuss this issue with the team members and will come up with a feasible plan as soon as possible."

Zhang Ran nodded slightly: "Just as you said, I hope to see a feasible solution as soon as possible!"

Meanwhile, Netflix's conference room.

Hastings' eyes were deep and his hair was messy. Even the goatee that had been carefully repaired all the time was messy, but his eyes were shining and his whole body seemed a little excited.

Since Blockbuster launched its grid connection plan, Hastings has never been calm, especially after Zhang Ran became the major shareholder of Blockbuster, he has not slept soundly. He knew that this was a war where you either die or I die, and the outcome was unpredictable. Now Netflix's shares in Blockbuster have exceeded 50%, and Netflix has finally laughed at this war. However, in the past two days, he has not yet sleeped well and is busy with Netflix's acquisition.

After all the people on Netflix's board of directors arrived, Hastings looked at everyone and said, "We are the winners of this acquisition of Blockbuster. However, this acquisition also sounded the alarm for us. We can maliciously acquire Blockbuster, and other companies may also maliciously acquire Netflix, such as Zhang Ran. He is very optimistic about streaming media and is definitely unwilling to withdraw. In the past few days, I am thinking about a question. If I were Zhang Ran, what would I do? It must be the reverse acquisition of Netflix!"

Chief Financial Officer McCarthy said disapprovingly: "Netfi and Blockbuster have a market value of more than $1 billion. If you want to acquire Netflix, it will cost at least $1 billion. Where can he get so much money? Even if he acquires leverage, he needs to bring one-third of his own funds, that is, 1 billion. Where can he get so much money?"

Hastings said with a serious expression: "It's not necessarily Zhang Ran, it may be Amazon, Walmart, or other companies. No matter who the opponent is, we should be prepared to prevent Blockbuster's tragedy from happening to us. Therefore, it is necessary for us to revise the company's articles of association, add anti-malicious merger and acquisition clauses, and prevent the loss of control. I suggest convening an extraordinary general meeting of shareholders and adding two clauses, shark repellent and golden parachute clauses!"

The directors witnessed the acquisition war between Netflix and Blockbuster. Without the Poison Pill Plan, Netflix could calmly acquire Blockbuster's shares from the secondary market for $6 or 7, and then complete its holdings in Blockbuster. However, with the Poison Pill Plan, Netflix had to offer a price that satisfies Blockbuster's shareholders, and finally gave it a heavy blood.

The directors all felt that it was necessary to strengthen defense, so it was naturally a voice of support.

In the August issue, Netflix announced an announcement on amending the company's articles of association, adding a "golden parachute" clause to prevent malicious acquisitions to the company's articles of association: "When a company is taken over by a merger and acquisition, if it is really necessary to terminate or remove its position before the term of office of the company's directors, supervisors, presidents and other senior management personnel expires, they must obtain their recognition, and the company must pay one-time economic compensation equivalent to more than ten times the total annual salary and welfare benefits."

At the same time, Netflix also added a clause on repellent: "During each term of office of the board of directors, the number of directors replaced each year shall not exceed one-quarter of the total number of directors. If the director resigns, or if the director is dismissed from his post because of a violation of laws, administrative regulations and the provisions of this charter, it shall not be subject to such quarter restrictions."

In the acquisition office of Century Peak.

Yu Liping took a cup of tea and sat at her desk. Looking at Netflix's report on amending the charter, she looked a little solemn: "Zhang Ran is right. Hastings is a cautious person, but at the same time he is a risky person. Such a person is difficult to deal with. This acquisition will be a tough battle!"
Chapter completed!