Reinventing the Millennium.

Chapter 291 Hard Temper (Two in One)

What does the MIGA Fund want to do?
What does Davis want?
The answer to these two questions seems to be easy to see after the MIGA Fund has strongly increased its holdings.

Because the dispersion of Sina's equity is a bright situation.

However, the dot-com bubble still lingers, the stock prices of the three major domestic portals have not performed well, their financial reports are not good, and their prospects are generally pessimistic.

In addition, domestic Internet listed companies have never encountered a hostile takeover.

Even in traditional industries, there were very few cases of hostile takeovers in the past ten years.

The people in Sina were all dumbfounded, and they didn't understand why the MIGA Fund was so impatient to do it at this time.

Fortunately, although it is the right of shareholders holding more than 10% of the shares to propose an extraordinary general meeting, the time for the extraordinary general meeting is not determined by the other party, as long as the company holds it within two months.

Sina held an emergency meeting on the evening of June 6 to discuss the situation of the MIGA fund before deciding to communicate with Davis the next day and ask the other party for a clearer intention.

Unlike the mandatory tender offer after the increase in domestic shareholdings, the United States has not set up such a system, and only emphasizes the transparency of the acquisition process. Therefore, there is a lot of room for shareholders to discuss with each other.

However, Davis of the MIGA Fund did not give a clear answer, only emphasizing the need to hold an extraordinary general meeting of shareholders, and said that his actions were based on the consideration of Sina's strategic investment.

Without prior communication.

Do it right after the general meeting of shareholders.

Immediately to hold an extraordinary general meeting of shareholders.

Could this be a consideration for strategic investment? ? ?

Dogs don't believe it! ! !

Then, Sina executives discussed it for two days and confirmed that they could not believe this rhetoric.

As the new non-executive director of Sina, Yike Investment did not participate in the two-day discussion meeting, nor did he receive any notice, but Fang Zhuo was not angry and just waited patiently.

On June 6, Sina Wang Yan called Fang Zhuo and invited him to attend Sina's board meeting.

The director of Yike Investment was actually the vice president of the company, but Sina knew that he was just a representative, and now faced with the company's major situation, they directly called Fang Zhuo.

At three o'clock in the afternoon, Fang Zhuo arrived at Sina's headquarters in Beijing.

This was his first time here, and he stood downstairs admiring it for a while before going upstairs.

"Boss Fang, do you know everything?"

Wang Yan came to pick up Fang Zhuo in a hurry, with a serious expression on his face.

Fang Zhuo nodded, and said solemnly, "It's because of Sina's disobedience."

Wang Yanhaoxuan choked to death without a breath, shook his head and said: "Mr. Fang is humorous in front of me. Don't be like this in the next meeting. Everyone is angry, especially Mr. Duan."

Fang Zhuo said lightly: "Duan always has one vote, and Yi Ke also has one vote."

Wang Yan heiran: "It's not just one vote that Mr. Duan can influence."

"It makes sense." Fang Zhuo followed good advice, and now he was talking about the board of directors' vote, but the real big deal was the vote at the shareholders' meeting, which was based on the shares.

Sina's conference room is a bit suffocating, and even with the windows open, there is still residual smoke.

Chairman Jiang Fengnian in the main seat was communicating with co-chairman Duan Yongji in a low voice. Others, some were frowning and thinking, and some were also talking about their views on this incident.

Fang Zhuo sat in the last seat, next to Wang Yan's seat.

After a while, not only the board of directors of Sina, but also senior executives are here.

Chairman Jiang Fengnian made a speech: "MIGA Fund is a private equity fund in the United States. According to our judgment, they want to fully acquire Sina by increasing their stake in the company."

The conference room held its breath.

Jiang Fengnian continued: "I am responsible for this matter. I made the decision on the board seat of the MIGA Fund. I never considered that they would seek control of the company."

The chairman looked serious.

Fang Zhuo couldn't see others worrying about company affairs the most, so he quickly comforted him: "Boss Jiang, it's not your fault."

Duan Yongji slapped the table angrily, and shouted: "Old Jiang, I really don't blame you for this, MIGA is ambitious. They are aiming at the shareholders' meeting rather than the board of directors."

Fang Zhuo, the mastermind behind the scenes, stamped and authenticated: "Yes, the MIGA fund is intended for the shareholders' meeting, and Mr. Jiang cannot be blamed for the director."

Duan Yongji glanced at Fang Zhuo and said, "Now is not the time to divide responsibilities. The most urgent thing is to consider how to deal with the MIGA fund."

He said slowly: "The MIGA Fund has now obtained 18.5% of the shares and is the largest shareholder of Sina. Under this circumstance, if you want to hold a shareholders' meeting, it is nothing more than to further control Sina."

Mao Daolin, president of Sina, added: "MIGA did not cross the 20% shareholding line, and did not hold 19% or 19.9% ​​of the shares. This is because we are afraid of stimulating us to directly issue additional shares and dilute their shareholdings."

He also said: "MIGA wants to further increase its shareholding, so it must be discussed with us."

If MIGA Fund wants to control Sina, it will inevitably seek to acquire more equity, and it will inevitably attack the board of directors.

However, it only requires the cooperation of some shareholders, not all.

Fang Zhuo pointed out this point: "MIGA Fund and some shareholders can re-elect the board of directors."

Everyone in the conference room frowned unconsciously. The reason why they didn't say this was not because they didn't expect it, but because it was easy to make each other suspicious.

To control Sina, the MIGA Fund needs the cooperation of some shareholders, so who is this part?
Is it you, is it me, or is it him?
Saying this at this juncture can only shake the morale of the army.

Duan Yongji was about to get angry when he saw the new director continue to speak.

"But everyone should understand what will happen if a fund that doesn't understand the domestic situation controls Sina." Fang Zhuo talked eloquently and tried his best to analyze for everyone. Can you grasp the development of Sina well?"

"If you want to sell your shares to MIGA, Sina's listing price is more than ten times the current price, and the influence of the Internet bubble is gradually disappearing. I'm afraid it will be a loss if you sell it now."

"For the sake of today..."

Fang Zhuo pondered: "MIGA Fund is a private equity fund, so it is impossible to operate like this for no reason, it still depends on what demands it has."

The young president from Yike was puzzled: "A foreign private equity fund suddenly wants to take control of the company. What is the reason for this? Do they think they can be an Internet company?"

"Do they think there is a better management than Sina now?"

"Or, are they dissatisfied with Sina's development strategy?"

Fang Zhuo put the analysis on the table and stopped giving any answers, but just raised a cup to drink tea.

Duan Yongji's anger dissipated. Although the young man's words were harsh at the beginning, he further analyzed the way out of his heart - now there is no future in cooperating with a foreign private equity firm.

If everyone talks openly and honestly, the effect will be better.

The people in the conference room were thoughtful, and many executives who saw Fang Zhuo for the first time couldn't help but praise the president in their hearts. He had a very clear mind and a very quick response. water rises.

Fang Zhuo only said that he didn't want to continue with the problem, but Jiang Fengnian, the chairman in the chair, didn't mean to let it go.

Seeing that the new director was quite insightful, he planned to listen to the other party's opinion again, and asked, "What does Fang always think the MIGA Fund wants to do? What's the reason?"

You are really asking the right person.

Fang Zhuo habitually tapped the conference table with his fingers, and said, "The shareholder meeting has just ended, and the MIGA Fund is taking action at this time. I'm afraid they are still dissatisfied with the content of this meeting?"

Wang Yan followed up and said: "It is very possible that a private equity company cannot come up with a management team to control Sina at once, and there will still be demands."

At this time, Mao Daolin, the president of Sina, who had been silent all this time, looked a little ugly.

He glanced at Wang Yan, then at the newcomer Fang Zhuo, picked a soft persimmon, and asked in a deep voice: "Mr. Fang, what content and resolution do you think MIGA is dissatisfied with at the shareholder meeting?"

Fang Zhuo shrugged, looked around the conference room, and asked, "I don't know how the cooperation between Sina and Sunshine Culture last year was going to be?"

Mao Daolin, the president of Sina, pushed hard, and Wu Zheng of Sunshine Culture is also sitting as the co-chairman.

As soon as these words came out, the atmosphere in the meeting room was a little weird.

Mao Daolin's expression darkened even more.

Wu Zheng couldn't sit still.

"Okay!" Duan Yongji slapped the table, dissatisfied, "Is this the time to talk about this? Sina's decision is a decision of the board of directors. Why should a fund that doesn't understand domestic Internet development intervene?"

Fang Zhuo smiled and asked: "This cooperation is not small. Anyway, the parties involved are here, so we might as well discuss it openly and honestly. In fact, I think it should be discussed at the shareholders' meeting."

Wang Yan, who was seated next to him, changed his face. This little Mr. Fang...Mr. Duan has a very hard temper!
Duan Yongji never expected that Fang Zhuo would directly express his objections in this way. He stared at him and said displeasedly, "Mr. Fang, is it time to talk about this now? If you don't want to talk, then you can go out."

Fang Zhuo didn't like this at all, and simply got up: "Farewell."

The president of Yike quickly turned around and left the Sina conference room, staring at everyone in the meeting dumbfounded.

Duan Yongji's face darkened.

Wang Yan half got up and called out "Boss Fang", he didn't chase after him, and it didn't matter if he didn't chase after him, and finally sat down.

Feeling the stagnant atmosphere in the conference room, he sighed in his heart, Mr. Fang has a tough temper too!

Duan Yongji got angry: "This Fang Zhuo regards him as the chairman?"

"Come when you want, leave when you want, no organization and no discipline!"

"Is now the time for infighting!"

When the co-chairman fired, no one in the office dared to speak out.

At the end, Duan Yongji said coldly: "Without one or two people, this board of directors can't hold a meeting? Continue!"

The meeting in the Sina conference room continued, but the departure of a new director still caused ripples in many people's hearts.

However, comparing Duan Yongji, an old Jianghu, with Fang Zhuo, a young man, most people still think that the latter is too young and energetic, and should not be angry at this juncture.

Then, just one day later, Sina Company suddenly received a placard notice from Yike Investment, and its shareholding increased from 5.5% to 10.1%, becoming the company's third largest shareholder.

What is this for?
Sina people have become a little numb.

CEO Wang Yan received the news immediately, then called Fang Zhuo, and got an answer that made him shake his head.

"What can you do? Merge with MIGA Fund."

Wang Yan knew that Fang Zhuo was speaking out of anger. The CEO had done a good analysis at the meeting yesterday. How could he choose to cooperate with a private equity fund that didn't understand the domestic market at all?
That is destroying Sina, and that is weakening the value of the shares in your hands.

Mr. Fang is by no means an unconscious person.

So, how much is there an element of anger at the meeting.

But I have to guard against it. The internal strife at this time can only make outsiders laugh.

Wang Yan went to find Duan Yongji who had also been notified, and with the latter's acquiescence, invited Fang Zhuo, the president of Yike, to continue to attend the board meeting on the 15th.

Today compared to yesterday, there were only eight people in the meeting room, not even the executives participated.

Except for Davis, the director representing the MIGA Fund, Sina's board of directors is complete, which also means that the board of directors at this moment can exercise the highest power conferred by all shareholders of Sina.

Including, the launch of the "poison pill plan" that requires the approval of 2/3 of the directors.

There are a total of 9 members on the board of directors, and the implementation of the "poison pill plan" requires the consent of 6 people. Even if Davis comes, it cannot be stopped.

Well, even if Yike Investment votes against it, it can't stop it.

Fang Zhuo came to the conference room again after a day, and sat in his last seat again, with a relaxed expression, as if he didn't mind what happened yesterday.

only……

After Duan Yongji briefly talked about the "poison pill plan" against MIGA Fund, he asked all the directors to express their views.

When it was Fang Zhuo's turn, he said, "I have no objection."

Duan Yongji was a little relieved.

But Fang Zhuo continued: "But regarding Sina's development decision-making, this 'media' field, I still want to hear an explanation. This is what I wanted to hear at the shareholders' meeting but didn't hear it."

Duan Yongji asked directly: "Fang Zhuo, do you have any opinion on me personally?"

Fang Zhuo also replied directly: "If the explanation is not clear, then I have a problem with Mr. Duan."

Duan Yongji had a headache, how could Wang Yan bring this bastard to the board of directors?

The party who has been criticized all the time, Sunshine Culture President and Sina Co-Chairman Wu Zheng said sincerely: "Mr. Fang, to be honest, the media field takes time to cultivate. Patience is required."

Fang Zhuo himself is often "sincere" and is relatively immune to this, saying: "From October last year to June now, more than half a year, Mr. Wu said that patience is needed. This time is enough patience for an Internet company, right? ?”

Duan Yongji's unknown fire came out again: "Okay! Fang Zhuo, what do you want to do?"

Fang Zhuo asked naturally: "Then I go?"

Duan Yongji hummed, but didn't speak.

Wang Yan, who was seated next to him, was funny and angry, and persuaded him: "Mr. Fang, we will talk about Sina's development strategy after the meeting. Today, I will talk about the attitude towards MIGA and your doubts about Sunshine Culture. I believe Mr. Wu is willing to give you an answer. Explanation."

Wu Zheng nodded and said, "Mr. Fang, let's communicate after the meeting."

Fang Zhuo is not an unreasonable person, so he nodded and said, "Yes."

On June 6, after the MIGA Fund increased its stake significantly, Sina’s board of directors made a statement on the company’s “poison pill plan”. One director was absent and abstained, and all eight directors voted unanimously.

That is to say, as long as the MIGA fund holds more than 20% of the shares, Sina will launch the "poison pill plan" to conduct targeted additional stock issuance and dilute the proportion of MIGA's shareholding.

Of course, this is the last resort. The board of directors believes that there is still room for communication with MIGA. To make the other party realize that the brutal acquisition does not have the effect of intimidation, it must sit at the negotiating table.

　I've been a little busy lately, so it's three o'clock tomorrow.

　
(End of this chapter)