The answers to these two questions seem not difficult to see after the GA Fund strongly increased its holdings of shares.
Because Sina's shareholding is dispersed, which is a clear situation.
However, the Internet bubble still has lingering power. The stock prices of the three major domestic portals have performed poorly, their financial reports are not good, and their prospects are generally low.
In addition, domestic Internet listed companies have never encountered hostile takeovers.
Even in traditional industries, there were very few cases of hostile takeovers in the past ten years.
Everyone at Sina was completely confused and had no idea why the GA Fund was so eager to take action at this time.
Fortunately, although it is the right of shareholders holding more than 10% of the shares to call for an extraordinary general meeting of shareholders, the time for the extraordinary general meeting of shareholders cannot be determined by the other party. The company can only hold it within two months.
Sina held an emergency meeting on the evening of June 11 and discussed the situation of MiGA Fund before deciding to communicate with Davis the next day to ask for more clear intentions.
Unlike the mandatory tender offer after domestic shareholdings increased, the United States has not set up this system and only emphasizes the transparency of the acquisition process. Therefore, there is a lot of room for discussion between shareholders.
However, Davis, who is obsessed with GA funds, did not give a clear answer. He only emphasized the need to convene an extraordinary shareholders' meeting and said that his actions were based on the consideration of strategic investment in Sina.
There was no prior communication.
We started as soon as the shareholders meeting ended.
An extraordinary general meeting of shareholders will be held immediately.
Could this be a consideration for strategic investment???
Dogs don’t believe it!!!
Then, Sina's senior management discussed it for two days and confirmed that they could not believe this statement.
As the new non-executive director of Sina, Yike Investment was not included in the two-day discussion meeting and did not receive any notice. However, Fang Zhuo was not angry and just waited patiently.
On June 14, Sina Wang Yan called Fang Zhuo and invited him to attend Sina's board of directors meeting.
The person who was appointed as the director of Sina by Yike Investment was actually the company's vice president, but Sina knew that he was just a representative, and now that the company was facing a major situation, it directly called Fang Zhuo.
At three o'clock in the afternoon, Fang Zhuoshi arrived at Sina's headquarters in Beijing.
This was his first time here. He stood downstairs and admired it for a while before going upstairs.
"Mr. Fang, do you know everything?"
Wang Yan hurriedly came to pick up Fang Zhuo, his expression solemn.
Fang Zhuo nodded and said solemnly: "It's because Sina didn't comply."
Wang Yanhao choked to death and shook his head: "Mr. Fang is being funny in front of me. Don't be like this when we have a meeting. Everyone is angry, especially Mr. Duan."
Fang Zhuo said calmly: "Duan Zong has one vote, and Yike also has one vote."
Wang Yanran: "Mr. Duan can influence more than just one vote."
"It makes sense." Fang Zhuo followed his good advice. Now we are talking about the board of directors' vote, but the real big deal is the vote at the shareholders' meeting, which relies on shares.
Sina's conference room was a bit choking. Even if the windows were open, there was still residual smoke.
Chairman Jiang Fengnian at the main seat was communicating in a low voice with co-chairman Duan Yongji. Some of the others were frowning in thought, while others were also talking about their views on this incident.
Fang Zhuo sat in the last seat, next to Wang Yan's seat.
After waiting for a while, not only Sina's board of directors, but also senior executives arrived.
Chairman Jiang Fengnian said: "MiGA Fund is a private equity fund in the United States. This time they increased their stake in the company. According to our judgment, they want to fully acquire Sina."
The conference room held its breath.
Jiang Fengnian continued: "I am responsible for this matter. I decided to take the board seat of Mi GA Fund. I never considered that they would seek control of the company."
The chairman looked serious.
Fang Zhuo hated the idea of others worrying about company affairs, so he quickly comforted him: "Mr. Jiang, it's not your fault."
Duan Yongji slammed the table angrily and shouted: "Old Jiang, it's really not your fault. You are obsessed with GA's ambition. They are interested in the shareholders' meeting rather than the board of directors."
Fang Zhuo, the man behind the scenes, stamped his approval and said: "Yes, the GA Fund intends to attend the shareholders' meeting. Mr. Jiang cannot be blamed for the director's matter."
Duan Yongji glanced at Fang Zhuo and said: "Now is not the time to divide responsibilities. The top priority is to consider how to deal with the GA Fund."
He slowly said: "MiGA Fund now has 18% of the shares and is Sina's largest shareholder. Under this situation, if you want to convene 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 shares to 19% or 19.9%. This is for fear of stimulating us to directly issue additional shares and dilute their shareholdings."
He added: "If Mi GA wants to further increase its shares, it must be discussed with us."
If the GA Fund wants to control Sina, it will inevitably seek to acquire more equity and take action against the board of directors.
However, it only requires the cooperation of some shareholders, not all.
Fang Zhuo spoke out to point this out: "MiGA Fund can re-elect the board of directors by cooperating with some shareholders."
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 would easily make each other suspicious.
To control Sina, Mi GA Fund needs the cooperation of some shareholders, so who is this part?
Is it you, me, or him?
Saying this at this juncture can only shake the morale of the military.
Duan Yongji was about to get angry when he saw the new director continuing to speak.
"But everyone should understand what will happen if a fund that does not understand the domestic situation controls Sina." Fang Zhuo talked eloquently and tried his best to analyze for everyone, "If it is a simple vote and cooperation, the GA Fund will
Do you have the ability to control Sina's development?"
"If you want to sell your shares to Mi GA, Sina's listing price is more than ten times its current price, and the impact of the Internet bubble is gradually disappearing. I'm afraid it will be a loss if you sell now."
"For today's plan..."
Fang Zhuo pondered: "As a private equity firm, Mi GA Fund cannot conduct such operations without any reason. It still depends on what appeal it has."
The young president from Yike wondered: "A foreign private equity fund suddenly wants to take control of the company. What's the reason for this? Do they think they can be a good Internet company?"
“Do they think there is better management than what Sina has now?”
"Or, are they dissatisfied with Sina's development strategy?"
Fang Zhuo put the analysis on the table and stopped giving answers. He just raised his cup to drink tea.
Duan Yongji's anger subsided. Although the young man was heart-wrenching at first, he analyzed it more deeply and realized that there is no future in cooperating with a foreign private equity firm.
If everyone talks openly and honestly, the effect will be better.
Everyone in the conference room was thoughtful. Many executives who met Fang Zhuo for the first time couldn't help but praise the president in their hearts. He has a very clear mind and quick reactions. No wonder he can make Yike Company successful.
Water rises.
Fang Zhuo only said that he did not want to continue the problem, but Chairman Jiang Fengnian who was in the chair had no intention of letting it go.
Seeing that the new director was quite insightful, he planned to listen to the other person's opinions and asked: "What does Mr. Fang think he wants to do with the GA Fund? What's the reason?"
You really asked the right person.
Fang Zhuo habitually tapped the conference table with his fingers and said: "The shareholders' meeting has just ended, and the Mi GA Fund is taking action at this time. I'm afraid you are still dissatisfied with the content of this meeting, right?"
Wang Yan followed up and said: "It is very possible that a private equity firm cannot suddenly come up with a set of management to control Sina, but it will still have demands."
At this time, Sina President Mao Daolin, who had been silent, 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 Mi GA is dissatisfied with at the shareholders' meeting?"
Fang Zhuo shrugged, looked around the conference room, and asked: "I wonder how effective the cooperation between Sina and Sunshine Culture was last year?"
Sina President Mao Daolin strongly recommends it, and Sunshine Culture's Wu Zheng is now sitting as co-chairman.
As soon as these words came out, the atmosphere in the conference room was a little strange.
Mao Daolin's face became darker.
Wu Zheng couldn't sit still.
"Okay!" Duan Yongji slammed the table and said dissatisfied, "Is now the time to talk about this? Sina's decision-making is a resolution of the board of directors. Why should a fund that doesn't understand the development of the domestic Internet interfere?"
Fang Zhuo smiled and asked: "This cooperation is not small. Since the parties involved are here, we might as well talk about it candidly. In fact, I think it should be discussed at the shareholders' meeting."
Wang Yan, who was sitting next to him, changed his expression. This Mr. Fang... Mr. Duan has a very tough temper!
Duan Yongji didn't expect Fang Zhuo to directly express his objections like this. He glared at him and said displeased: "Mr. Fang, is this the time to talk about this? If you don't want to talk, you can go out."
Fang Zhuo didn't accept this trick at all and simply stood up: "Farewell."
President Yike turned around neatly and left the Sina conference room, leaving everyone in the meeting stunned.
Duan Yongji's face darkened.
Wang Yan half stood up and shouted "Mr. Fang". It was neither a matter of chasing nor not, and finally sat down.
He felt the stagnant atmosphere in the conference room and sighed in his heart, Mr. Fang also has a very tough temper!
Duan Yongji got angry: "Does Fang Zhuo think of him as the chairman?"
"Come when you want, leave when you want, no organization or discipline!"
"Is now the time for internal fighting?"
Once the co-chairman got angry, no one in the office dared to say anything.
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 the hearts of many people.
However, comparing the old Jianghu Duan Yongji with the young Fang Zhuo, 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 notice from Yike Investment, and its shareholding increased from 5.5% to 10.1%, becoming the company's third largest shareholder.
What do you want to do?
People in Sina 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 I do? Let's join forces with the GA Fund."
Wang Yan knew that Fang Zhuo was talking angrily. The president had analyzed it well 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. Xiao Fang is by no means a sluggish person.
So, there is some element of anger towards the meeting.
But we have to guard against it. At this time, internal strife and internal strife can only make outsiders laugh.
Wang Yan went to Duan Yongji, who was also notified, and with the latter's tacit approval, he invited Fang Zhuo, president of Yike, to continue attending the board meeting on the 15th.
Compared with yesterday, there were only eight people in the conference room today, and not even the senior executives participated.
Except for Davis, the director who represents the GA Fund, Sina's board of directors is complete, which also means that the board of directors at this moment can exercise the highest rights granted by all Sina shareholders.
Including, launching a "poison pill plan" that requires the approval of 2/3 of the directors.
There are a total of 9 people on the board of directors, and the implementation of the "poison pill plan" requires the consent of 6 people. Even if Davis comes, he cannot stop it.
Well, even if Yike Investment votes against it, it can't stop it.
Fang Zhuo came to the conference room again a day later and sat down at the bottom of his seat again, with a relaxed expression on his face, as if he didn't mind what happened yesterday at all.
only……
Duan Yongji briefly talked about the "poison pill plan" to resist the GA fund and then asked the directors to express their stance.
When it was Fang Zhuo's turn, he said, "I have no objection."
Duan Yongji felt a little relieved.
Fang Zhuo continued: "But regarding Sina's development decisions in this 'media' field, I still want to hear an explanation. This is what I wanted to hear but didn't hear at the shareholders' meeting."
Duan Yongji asked directly: "Fang Zhuo, do you have any objections to me personally?"
Fang Zhuo also answered directly: "If the explanation is not clear, then I just have a problem with Mr. Duan."
Duan Yongji had a headache. How could Wang Yan bring this gangster to the board of directors?
The person who has been criticized, Wu Zheng, the president of Sunshine Culture and co-chairman of Sina, spoke up and said sincerely: "Mr. Fang, to be honest, the media field requires time to cultivate. The cooperation between Sina and Sunshine has great potential, but this
Patience is required.”
Fang Zhuo himself is often "sincere" and is relatively immune to this. He said: "From October last year to June now, for more than half a year, Mr. Wu said that we need to be patient. This time is enough patience for an Internet company, right?
?”
Duan Yongji's unknown anger emerged again: "Okay! Fang Zhuo, what do you want to do?"
Fang Zhuo asked naturally: "Shall I go?"
Duan Yongji snorted and said nothing.
Wang Yan, who was sitting next to him, was funny and angry, and persuaded him: "Mr. Fang, regarding Sina's development strategy, we will talk about it after the meeting. Today I will talk about the attitude towards fans of GA and your doubts about Sunshine Culture. I believe that Mr. Wu is willing to help."
You explain."
Wu Zheng nodded and said, "Mr. Fang, let's communicate after the meeting."
Fang Zhuo was not an unreasonable person, so he nodded and said, "Yeah."
On June 15, following the substantial increase in shares held by Mi GA Fund, Sina's board of directors made a statement on the company's "poison pill plan". One director was absent and abstained from voting, and eight directors unanimously approved it.
That is to say, as long as the MIGA fund holds more than 20% of the shares, Sina will launch a "poison pill plan" to conduct directional additional stock issuance to dilute MIGA's shareholding ratio.
Of course, this is the last resort. The board of directors believes that there is still room for communication with GA. To make the other party realize that a brutal acquisition cannot be intimidating, they must sit at the negotiation table.
