There were very few guests staying in the huge banquet hall, most of them were middle-aged and elderly people. The guests, including the Grand Commander George, went outside to listen to the shocking celebrity concert.
During the inauguration ceremony of Commander-in-Chief George, Michael Jackson was invited to perform live, which shows his love for rock music.
What's more, today's carnival night brings together superstars and celebrities, so you definitely can't miss it.
Beyoncé, Jessel Ruth, Britney Spears, Diddy, Latin American queen Lopez, bluegrass music leader Alison Krauss and other famous celebrities will take the stage.
Performing arts and showing off your singing voice is an extremely rare music festival.
in the night
The two gentle hills in the Mediterranean Manor are close to each other, with a tall French palace building on one side and a performance stage converted from a racecourse on the other, only a few hundred meters apart.
Countless lights of various colors illuminate the two mountaintops like daylight, presenting a blurry and dreamy color.
You can also enjoy the performance clearly in the French palace, but it lacks the carnival flavor.
George and his family prefer to stand by the stage and feel the shocking music rhythm personally, and their blood boils when the music plays.
It is absolutely impossible to sit down, you have to stand and sway to the rhythm to be energetic.
"Boss King, don't worry about that Texas cowboy. Let's talk about business quietly. I just discovered today that you are like Alibaba with huge treasures. There are too many good things. We have enough space for cooperation. Let me introduce it to you.
, Mr. Fan Ning, top partner of Goldman Sachs, president of the US region, and my best friend on the board of directors."
Mr. Merck was not interested in rock music, so he introduced Wang Yaocheng to a tall, thin old man with gray hair, who had the unique arrogance of white people and old money.
Mr. Fanning offered his hand;
"Nice to meet you, King Boss. We met last time at George's inauguration ceremony, but it's a pity that we didn't have the chance to chat more."
"I'm sorry about that too."
Wang Yaocheng stretched out his hand to shake it, and found that the other person's hand was weak and weak, and shaking hands was just a formality; "Welcome to you, it is the honor of Mediterranean Manor."
Mr. Fanning said;
"Now the opportunity for cooperation has come. Goldman Sachs may broker a big deal. Can we find a place where we won't be disturbed and talk slowly? I guarantee you will be interested."
"You can go to the cigar smoking room on the second floor."
Wang Yaocheng looked at Bill Gates and Steve Ballmer next to him. These two are old friends who are very familiar with each other;
"Guys, I guess this proposal is inseparable from you. I'm very interested in knowing which of my companies you like. Let's go up and smoke a cigar together."
Bill Gates is still as gentle as ever; "Don't worry, boss! You can keep your Marvel animation. Microsoft has no intention of developing into the entertainment industry. We can also talk about cooperation in the charity field. I
I’ve always been interested in this.”
"In that case, Rupert Murdoch of News Corporation and Turner of Time Warner should be anxious, oh... my God! Damn Bill, you don't want me to donate the company to you, do you? Well..." Wang Yaocheng said with a look on his face
question.
Bill Gates burst out laughing;
"Hahaha...how could it be? I'm a very good trader. Do you remember Netscape?"
"Of course I know that it is now worth more than 6 billion U.S. dollars. It was more than that when you took it away from me."
Wang Yaocheng walked to the second floor with several industry leaders, not forgetting to joke: "You Microsoft have ruined this promising company. Originally, the Netscape Navigator browser was the market king, but now it is
Your Internet Explorer browser dominates the market, and there are dozens of other unnamed browsers, making this market a mess."
"Thanks to your contribution, Yahoo!'s browser market share is not inferior to that of IE." Steve Ballmer couldn't help but counterattacked.
Wang Yaocheng stopped, looked at Steve Ballmer in surprise and said, "Steve, I finally understand, it turns out that you have my idea for Yahoo!"
"Why, can't it be done?"
"Strictly speaking, I am a businessman. As long as the price is right, there is nothing I cannot sell."
Wang Yaocheng spread his hands; "Yahoo is a leading company in Silicon Valley. You must come up with a bargaining chip that makes me excited. Apart from Microsoft stock, I don't think anything else can be valuable."
"Let's go, let's listen to their offer."
Second floor, cigar smoking room
This is a large dome-style room with an area of more than 100 square meters. The walls are carved with complex patterns and covered with gold foil, showing French luxury style everywhere.
Several big guys lit cigars, sat on comfortable palace-style leather sofas, and began to discuss a deal worth hundreds of billions of dollars.
Mr. Fan Ning took the lead in explaining Microsoft's merger plans and the bargaining chips in its hands. After a while, Wang Yaocheng understood that the other party was indeed prepared, and the conditions offered were exciting.
Today, Yahoo has a market value of US$142 billion and is an out-and-out leading high-tech Internet company in Silicon Valley.
It has up to 720 million loyal users in the European and American markets. If Yahoo Japan and Yahoo China are included, this number will add 400 million users.
Yahoo is operating steadily under the control of Mr. Shen Xiangyang. Without the troublemaker Yang Zhiyuan, who was the super bully in history, the company has developed quite healthily, with excellent revenue and market performance.
As a leading company in the field of portal websites and search, as long as Yahoo keeps rising, it will not be easy to mess up with its huge loyal user base, household name and the most powerful advertising and promotion capabilities.
In comparison, after the Internet high-tech industry bubble burst in 2000, Microsoft's market value dropped from the US$500 billion level to about US$178 billion today, with almost two-thirds of its market value evaporated.
From Microsoft's perspective, apart from revolutionary products or field breakthroughs, it is difficult to improve the stagnant stock price.
in fact
Steve Ballmer is incompetent as the CEO of Microsoft. In the past two years, the once powerful Microsoft has eclipsed everyone and shown an obvious lack of stamina.
This... is exactly what Bill Gates is worried about.
Can Microsoft acquire Yahoo?
The answer is; yes.
Large-scale corporate mergers and acquisitions do not require all cash, so how much personal income tax will be paid?
Microsoft holds a huge amount of cash, amounting to US$42 billion, mostly stored in Scotland, a country with extremely low taxes, through offshore companies to avoid taxes.
Moreover, Microsoft is not trying to buy the entire Yahoo company, but only a part of it to gain a controlling stake.
Yahoo has a standard dual-class share structure, with preferred shares with voting rights and common shares with dividend rights.
Among them
Most of the preferred shares with voting rights are in the hands of company promoters and angel investors, and a small amount is in the hands of venture capital funds.
This includes dozens of natural persons and hundreds of fund managers. The preferred equity is extremely dispersed. Only Wang Yaocheng, Yang Zhiyuan and Dr. Fei Wen hold more than 1%. The fourth largest shareholder Qi Yafei only owns 0.75%, and the others are even less.
.
Specifically;
It is to acquire 42.7% of Wang Yaocheng's equity, of which preferred shares account for the majority, 32.2% to be precise. He owns more than 70% of the voting rights of Yahoo, which is an absolute controlling stake.
Microsoft is prepared to acquire Wang Yaocheng's preferred shares with half equity and half cash at a premium of 62%, forming a large five-party deal.
Which five directions?
Microsoft, Yahoo, Johnson & Johnson, Pfizer and Merck, three of them are European and American pharmaceutical giants, holding large amounts of cash flow.
Johnson & Johnson of the United States is the world's largest medical, health care and personal care products company. In 2002, it ranked 101st among the Fortune 500 companies, with sales of US$38.6 billion and a market value of US$108 billion.
Pfizer is a multinational pharmaceutical company with great influence. Especially the aphrodisiac drug Sildenafil (Viagra) developed in 1998, which became popular all over the world and brought huge financial resources. It is the top pharmaceutical company in the world and can be said to be rich.
Deliu Oil has a market value of US$89 billion.
Merck is also a top international pharmaceutical company and a Fortune 500 company with a market value of US$67.1 billion.
As the world's top pharmaceutical company, it has complete channels and advanced products, and its operations are very stable. It has "the power to grow through cycles."
This unique strength comes from market share, efficient R&D investment and excellent company brand. It develops steadily at an annual rate of about 11% to 13% and can provide stable revenue every financial quarter.
These big names in the industry have too much money to spend, and they all want to diversify their development.
After Goldman Sachs's efforts, they hit it off and naturally turned their attention to Microsoft, the top company in the industry, and voted in favor of Microsoft's intention to acquire Yahoo.
in the United States
Not all companies are like Buffett and are unwilling to invest in high-tech Internet companies.
Large multinational pharmaceutical companies committed to diversified development saw investment value when Microsoft suffered from the bursting of the Internet high-tech bubble and its market value shrank sharply.
I have to say, this is a very smart investment!
In the future, Microsoft will grow into a trillion-dollar super-large enterprise. In the field of network high-tech, its monopoly resources will make people salivate.
Being able to get the opportunity should be a very proud strategy for these large multinational pharmaceutical companies.
When these powerful companies join forces, the bargaining chip they hand over is very attractive.
Think back to the beginning
It was Wang Yaocheng who revealed that he was very optimistic about large pharmaceutical companies and Micron, Texas Instruments, and Intel.
Unexpectedly, the main leader did not come, but the side troops came out.
Compared with Yahoo, which has little room for development and ignores profits, Wang Yaocheng is more optimistic about these three large multinational pharmaceutical companies.
To be a stable major shareholder, the investment return rate ranges from 12.1% to 16.4%. Calculated based on the equity value of 15.846 billion U.S. dollars, this part of the annual benefits is almost 2 billion U.S. dollars, which will only be more, not less. That is,
Moreover, the stock price will grow steadily every year, which is equal to the growth of wealth.
This will be a very large-scale transaction with a transaction value of more than 200 billion U.S. dollars. Whether the merger can be completed successfully will still need to be reviewed and approved by government agencies such as the European Competition Commission and the U.S. Federal Trade Commission. The main consideration is whether it will hinder fair competition in the market.
Now for that;
Wang Yaocheng holds 42.7% of the equity, 32.2% is preferred stock, and the rest is common stock. Microsoft does not like this part and is not prepared to acquire it.
What Microsoft is looking at this time is preferred shares. Calculated at a premium of 66%, the total is $74.8328 billion.
In the M&A transaction, half equity and half cash were used, which means that US$37.4 billion worth of equity was taken out, and the rest was paid in cash.
This equity composition worth US$37.4 billion;
The four companies took out preferred shares with voting rights, including preferred shares of Microsoft, Johnson & Johnson, Pfizer and Merck, with a combined value of US$37.4 billion.
After Johnson & Johnson, Pfizer and Merck paid no more than 6% of their company's preferred shares, they received Microsoft's preferred shares of the same value, completing a five-party transaction.
Microsoft acquired a controlling stake in Yahoo by expanding its shares by 30%, Johnson & Johnson, Pfizer and Merck received preferred shares of Microsoft, and Wang Yaocheng received preferred shares of the above four companies.
Among them
6% preferred shares of Johnson & Johnson, Pfizer and Merck, worth US$15.846 billion, with Microsoft paying the rest.
After this deal is concluded
Wang Yaocheng will be the second largest shareholder of Microsoft, occupying 8.5% of the combined equity of Microsoft, and retain 10.06% of Yahoo, ranking second after Microsoft.
At the same time, he holds 6% of the shares of the other three companies, becoming the largest individual shareholder, and also joins the board of directors of the above-mentioned companies.
Such an offer was very sincere, but it fell short of Wang Yaocheng's expectations.
"Gentlemen, I see your sincerity in cooperation, and I am very grateful for your regard for Yahoo. Unfortunately, I still have to refuse."
"Why?"
Bill Gates blurted out in disappointment, and it was obvious that he really wanted to broker this deal.
Wang Yaocheng tapped the sofa with his slender fingers and said unhurriedly; "The preferred stocks of the four companies Microsoft, Johnson & Johnson, Pfizer and Merck are very sincere bargaining chips. The premium of 66% is also in line with Yahoo's preferred stocks.
identity.
I don't want to haggle here, just like the street vendors on the Hollywood Walk of Fame, where every penny counts.
The problem is;
Gentlemen, what I gave up was my controlling stake, all of which were Yahoo's most valuable preferred shares, but what I received in return was half cash and half equity.
I can already imagine the federal tax office laughing so hard that they would come over and kiss my ass.
Because they are the biggest winners in this deal, not both of us.
To be precise, you got what you wanted, but I didn't, so I vetoed the deal."
this……
Goldman Sachs partners Fan Ning and Merck looked at each other and stared at Bill Gates speechlessly. They had thought about this problem before they came;
From the perspective of equivalent transactions, the above companies are all large enterprises with great potential for development. These five companies all occupy the top positions in their respective fields and have the same brilliant prospects.
This half-cash-half-stock trading strategy is fine for small-scale mergers and acquisitions, but it is not suitable for such large-scale transactions.
Consider the 21.5% transaction personal income tax!
Half of the cash is 37.4 billion U.S. dollars, and the tax alone will cost 8.041 billion U.S. dollars. Only a fool is willing to do it.
There is no such trouble in stock exchange transactions. Stocks worth US$37.4 billion only need to pay 1.3% transaction tax, and the total amount is only US$486 million. This small amount can be completely ignored.
Comparing the two, the gap is huge.
The ball is now back in Microsoft's court. If it wants to acquire Yahoo, it must spend more chips.