On June 11, Fan GA Fund increased its holdings crazily.
On June 15, Sina’s board of directors passed a counterattack resolution.
In five days, Sina came up with a response, and the "poison pill plan", a classic way to face hostile takeovers, came on stage.
At the same time, news spread like wildfire that foreign private equity funds intend to control the country's number one portal website.
American private equity fan GA Fund attempted a hostile takeover of Sina.com.
Almost all practitioners in the Internet industry were shocked when they heard the news.
Sina is the first domestic portal website to be listed on NASDAQ in the United States.
Its VIE structure was imitated by later IPOs, and was simply called the "Sina structure" by many people, which had a great pioneering influence.
It is also the first domestic commercial website qualified to publish news, and one of the first websites to obtain a telecommunications and information service business license.
Sina has the highest stock price, the largest number of users, and the deepest influence among the three major portals. It can now be well-deserved to be called the "Leader of Chinese Portals."
Now, there are actually foreign funds that want to acquire it?
Still malicious!
This has to make people angry!
Not only the Internet, but also newspapers and media began to pay attention to this unexpected incident.
Fang Zhuo had to admit that he had somewhat overlooked the impact in this area. It was not the impact of public opinion on his mood, but the higher-level intervention involved.
"Today's board meeting was very fruitful. The 'poison pill plan' was expected. Sina's equity is dispersed and it is very afraid of hostile takeovers."
"But there is something we need to pay attention to. Duan Yongji is considering going to the leaders of the Ministry of Industry and Information Technology to carry out operations at the administrative level."
"After all, Sina is involved in news, and I'm afraid it won't be left in the hands of a foreign organization."
"Then you have to expose me."
Fang Zhuo analyzed the situation and found that Duan Yongji not only led the adoption of the "Poison Pill Plan" at the board meeting today, but also fully demonstrated his sophistication. The capital market's response was one factor, and the administrative constraints were another factor.
He also vaguely revealed that he would be looking for foreign aid.
It's just that... various means are used to bring the masterminds behind the scenes to sit in a conference room and discuss it... it's great.
What Fang Zhuo attaches most importance to is the administrative impact.
With the current development of the Internet, it is not uncommon for administrative intervention to occur. The listing of Sina itself opened up a new situation. At that time, Wang Zhidong went to the Industry and Information Technology Department to work as a leader, and made many continuous changes before he was able to move to the United States.
Originally, Fang Zhuo considered making Yike Investment and Mi GA Fund "persons acting in concert" and combining the voting rights of both parties into one. Now he had to consider showing the actual controller of Mi GA Fund.
Being acquired by a foreign fund is a big deal, but being controlled by a domestic company is a reasonable business behavior.
"Sina is a VIE listed on Nasdaq. It is set up to circumvent your administrative restrictions." Lawyer Martin said puzzledly, "Our acquisition has been approved by Sina, and all methods are legal. Sina
If you use VIE, you have to accept the price of VIE."
"That's it, I also said you don't discriminate against black people." Fang Zhuo said simply and clearly.
Martin got it.
"Since Sina passed the poison pill, let Mi GA launch it in advance, without waiting for the extraordinary general meeting of shareholders." Another lawyer suggested, "Mi GA launches, Yike subscribes to the private placement of shares, and then changes Mi GA's proxy
Holding institutions, both parties agreed to complete the acquisition and announced that they have become Sina's largest shareholder with one veto."
Fang Zhuo was a little hesitant. The board of directors actually wanted to continue communicating with Mi GA. Poison pills and administration were both options. If Mi GA insisted on going his own way, it would be officially launched.
From the bottom of his heart, he is willing to control Sina more gently. Reducing communication is bound to cause estrangement between the two parties. Once the actual controller is revealed, the other party will probably hate him to death.
However, when Fang Zhuo thought about it, 90 points of hatred and 100 points of hatred were not much different...
"Well, it can be like this. Yike Investment's shareholding is already enough. The private placement will be doubled. By then, including the proportion of MiGA's forcibly reduced shareholding, we can achieve veto control." Fang Zhuo said.
Davis asked confusedly: "Boss, are you asking me to refuse communication with Sina?"
Just as Fang Zhuo was about to nod, the doorbell of the hotel room suddenly rang.
He thought it was his sister who was coming back. He stood up and was about to open the door when he suddenly glanced at the cat's eye. Sina CEO Wang Yan was suddenly outside the door.
this……
If the other party sees a room full of people and Davis, who is obsessed with GA funds, there will be big twists and turns.
"Ahem, it's the director of Sina. You guys hide, I'll go out and talk."
Fang Zhuo turned around and whispered.
A group of people looked at each other and quietly hid in the bathroom.
Seeing their funny looks, Fang Zhuo thought that he could use the phone to get rid of Wang Yan.
The door opens.
Wang Yan at the door was about to pick up his mobile phone and said with a smile: "Mr. Fang, I thought you weren't here. Come in and have a chat?"
"The room is very messy, let's go downstairs and have a drink and chat." Fang Zhuo responded calmly.
Wang Yan is self-righteous and doesn't know that he is only one step away from the truth of "confluence".
As he walked, he said: "Mr. Fang, are you dissatisfied with Mr. Wu of Sunshine Culture?"
"I'm not very satisfied with the current board of directors." Fang Zhuo said truthfully, "Moreover, I think the current Sina president is not enough to lead Sina in a better direction."
He continued: "I think Sina needs a president who is younger, more promising, more daring to innovate, and more daring to take responsibility."
Wang Yan's heart skipped a beat, wasn't he just talking about himself?
He pretended to defend his colleague: "Mr. Mao is actually very good."
Fang Zhuo shook his head slightly and looked at it, Xiao Wang didn't dare to take responsibility now, Sina had to do it himself.
He decided to skip the topic and asked: "Mr. Wang, you came here so late to tell me about Mr. Mao, right?"
"I want to talk to you about the extraordinary shareholders' meeting." Wang Yan said seriously, "What does Mr. Fang think of this extraordinary shareholders' meeting?"
What do you think?
Fang Zhuo sat on the sofa, not focusing on this issue, but thinking about the intentions of the CEO in front of him.
Sina has never been monolithic, and it is especially serious now.
Wang Yan has been decentralized. Currently, Mao Daolin is in charge of Sina, and it is difficult for him to use his abilities.
So what has been your performance over the past two days?
It was at the board meeting that he put forward strong opinions on the cooperation between Sina and Sunshine Culture.
Wang Yan took this into consideration. Did he come to him to ask for co-chairman Wu Zheng? To influence the direction of Sina's strategy? To prepare for the future?
You should know that although the extraordinary general meeting of shareholders is proposed by the GA Fund, other shareholders can also put forward proposals.
Fang Zhuo took two sips of tea and speculated on the purpose of Wang Yan's visit, suspecting that he wanted to use his own hands to kick Wu Zheng out of the extraordinary shareholders' meeting.
He put down his cup and said calmly: "I think Sina and Sunshine Culture can terminate their cooperation, and the director structure should also be adjusted."
Wang Yan didn't expect that Mr. Xiao Fang would speak his mind right away, and couldn't help but be overjoyed.
He forcibly controlled his expression: "Fang always looks at it like this, um..."
Fang Zhuo took the initiative to ask: "What does Mr. Duan think of Wu Zheng? What does he think of Sunshine Culture?"
"Well." Wang Yan said hesitantly, "The original cooperation was also approved by Mr. Duan, otherwise Mr. Mao wouldn't be able to do it this way. It's really embarrassing now, and we are currently facing a hostile takeover by the GA Fund."
"We should continue to resist the chaos." Fang Zhuo said with determination, "The extraordinary general meeting of shareholders has to vote, and I own 10% of Yike Investment."
Wang Yan waited for Xiao Fang to continue speaking, but the other party stopped talking.
He waited for a few seconds before he felt that the other party had figured out his thoughts, so he could only smile and said: "Mr. Fang, you are too decisive, isn't that bad? Look up and see you when you look down."
Fang Zhuo shrugged: "This is not the first time for Sina. Wang Zhidong was kicked out."
Wang Yan didn't look embarrassed or embarrassed.
Fang Zhuo continued: "If there is a problem with Sina's business, someone has to be responsible. If this person is not responsible, someone else has to help him and make him responsible."
Wang Yan felt Mr. Xiao Fang's inner attitude, so he stopped covering up and said, "I also think Wu Zheng should be responsible for the failure of Sina's cooperation."
Fang Zhuo added: "And Mao Daolin."
Wang Yan was confused: "Uh, this..."
Fang Zhuo added: "There is also Duan Yongji."
Wang Yan wanted to wipe away his sweat, but for a moment he was a little confused whether this person was joking or serious.
Fang Zhuo laughed and said: "Let's start with Sunshine Culture first."
I was planning to have a heart-to-heart talk tonight, but in just a few words I heard the other party's decision.
Wang Yan felt a little uncomfortable.
Not only tonight, but in the past two days, he felt that the CEO of Yike was refreshing his understanding of him, his performance on CCTV programs, his free talk at the banquet, his toughness on the board of directors...
And now the decisiveness.
Wang Yan felt that Mr. Xiao Fang's behavior suddenly became a little unpredictable.
He felt a little inexplicably uneasy and said half-jokingly: "Mr. Fang, you're not really going to join forces with Mi GA Fund, are you?"
Fang Zhuo said this in front of Sina CEO before, but now he didn't answer directly when asked, he just laughed and said: "What are you talking about!"
What to say!
The GA fund is mine!
Where does this convergence come from?
Now that the situation has changed, we can no longer consider trying to hide behind it.
Proposals at the extraordinary general meeting of shareholders require voting. To remove directors, a majority is needed. Yike Investment only has 10.1% of the voting rights, and 39.9% is needed to pass the resolution.
This 39.9% is either too much or too little. I am sure that Wang Yan can come to your door tonight.
Fang Zhuo suspected that Wang Yan's move was inspired by Duan Yongji, or that they had a tacit understanding and wanted to use Sunshine Culture's Wu Zheng to quell the actions of the GA Fund.
In Sina's view, Mi GA Fund is just a private equity firm that should pursue profits. If it really seeks to control Sina, it will only lead to a lose-lose situation for both parties.
As mentioned before, the GA Fund should have demands and space for communication. However, foreigners believe that such demands must be resolved at an extraordinary general meeting of shareholders.
In this case, Sunshine Culture becomes an alternative.
Fang Zhuo guessed that Duan Yongji had prepared different plans.
The two communicated for a while, and Fang Zhuo finally asked: "When will the extraordinary shareholders' meeting be held? It won't really take two months, right?"
Wang Yan shook his head: "How is it possible? This matter needs to be resolved early, otherwise it will affect the company. It will take about a week."
Fang Zhuo nodded, it was about the same as he estimated.
It was too late, Wang Yan said goodbye and left. He came here today to seek Fang Zhuo's support in voting. Judging from the actions of Yike Investment, Mr. Xiao Fang is still firmly optimistic about Sina.
At eleven o'clock in the evening, Wang Yan received a call from Duan Yongji as soon as he arrived home.
"How about it?"
"He agreed."
"Then we can let him file this case." Duan Yongji said on the phone, "Anyway, he has strong opinions on Sunshine Culture."
Wang Yan agreed and added: "We still have to communicate with Davis. Both sides have to sit down and talk."
"I made an appointment with Mi GA to talk about it tomorrow, and Davis agreed. There is nothing they can do with the poison pill plan. They must sit at the table and talk about it." Duan Yongji is very confident about this.
Wang Yan didn't think there was anything wrong, but he still needed to find out whether Mi GA was dissatisfied with this cooperation as he had guessed. Shopping malls are like battlefields, but they are not real battlefields. Let's sit down and talk.
…
June 16th.
In the morning, Sina, which always likes to grab news, belatedly announced the situation facing its own website, confirming that MiGA private equity fund was indeed conducting a hostile takeover of Sina.
Moreover, Sina is considering launching a "poison pill plan" to fight back, and calls on everyone to support this battle to defend the achievements of domestic Internet companies.
At 10:30, Duan Yongji was interviewed at Sina headquarters, responding directly to many speculations from the outside world and expressing Sina's tough attitude.
“As long as the MIGA fund dares to cross the 20% warning line, Sina will immediately start private placements!”
“Family GA can’t get any favors from Sina!”
"I, Duan Yongji, will never let Sina fall into the hands of foreigners!"
"Mi GA has only one way now, and that is to sit down and talk to us!"
Duan Yongji is confident in front of the camera. He has made an appointment to meet with Davis, who is a fan of GA funds, at the company in the afternoon and will fully explain the pros and cons to him.
However……
Fan GA Fund Davis, who had made an appointment to meet in the afternoon, did not come to Sina headquarters as scheduled.
Just when Duan Yongji had a bad feeling, the other party formally sent a letter before getting off work, again increasing his stake by 1.5%, bringing the shareholding ratio to 20%.
"this……"
Duan Yongji dropped his cell phone.
"Are they crazy?"
"Is there something wrong with these foreigners?"
"Crazy, crazy!"
There was a roar in the office, and when it calmed down a little and found that Davis couldn't be reached on the phone, there was another roar.
However, roaring will not have any real effect.
MakeIestmentGreatAgain private equity fund officially holds 20% of Sina's shares, triggering the company's private equity issuance line, leaving Sina with few options.
Is this poison pill really going to be released? And how to release it?
Where is Sina going in the future?
Duan Yongji fell into hesitation and thinking.
Even if GA Fund cannot acquire Sina and no longer continues to increase its holdings, the voting rights of 20% of the shares are destined to have a serious impact, not to mention that it has already obtained a board seat.
Duan Yongji suddenly had a feeling that Sina seemed to have suddenly reached the junction of destiny in the middle of 2002.
