Such a large-scale transaction cannot be successful in one or two negotiations, and it usually takes a long time.
At Yahoo, Wang Yaocheng can decide with one word, and the opinions within Microsoft are relatively consistent. The key is that Bill Gates has considerable control and can push the board of directors to pass relevant resolutions.
The question is;
The equity interests of Johnson & Johnson, Pfizer and Merck are relatively dispersed. If we want to form a new consensus, I'm afraid there will be a lot of wrangling.
At least for now, there is great hope of reaching a deal.
Both sides showed sincerity. Fan Ning and Merck met their eyes and both old foxes understood what the other meant;
This huge deal worth 200 billion US dollars is almost the same.
Don’t underestimate Goldman Sachs’ deal-making capabilities. Goldman Sachs has a profound background in both the business and political circles. The CEO has directly served as the U.S. Treasury Secretary not once or twice, which is beyond the reach of major Wall Street companies such as Lehman Brothers.
.
Apply pressure when it's time to exert pressure, and use your connections when it's time to use your connections.
For other multinational investment banks, whether it is to go to government agencies such as the EU Competition Commission or the U.S. Federal Trade Commission for review and approval, it is a daunting task. It can be described as walking on thin ice and with trepidation.
For Goldman Sachs;
As long as you exert your strength, it won't be a hindrance at all.
There are so many Goldman Sachs colleagues in these institutions, and it's like returning home, with full confidence that they will affect the final results.
Money moves people's hearts!
As for whether Microsoft will ditch Goldman Sachs and trade with the Royal Family Fund alone?
Goldman Sachs has never had to worry about this kind of thing. Since there are ways to bring it together, there are ways to break it up. Do M&A transactions still need to be reviewed and approved by government agencies such as the European Competition Commission and the U.S. Federal Trade Commission?
hehe!
It is still in the palm of Tathagata Buddha's hand and cannot jump out of Wuzhi Mountain.
This is what makes large multinational investment banks so enviable. It seems that they can get huge commissions of billions of dollars with just a few words without any effort.
Could anything be easier than this?
It's simply faster than robbing money.
In fact, investment bank transactions are indeed faster than robbing money, and the amounts are much larger. There is nothing you can do about it if you are jealous.
Without diamonds, there is no way to do porcelain work.
in the final analysis
Or is it that Goldman Sachs has a terrifyingly deep foundation? For decades, senior officials from the U.S. financial department have resigned and then worked for Goldman Sachs. The CEO of Goldman Sachs can directly serve as the U.S. Treasury Secretary. Which company can do that?
The British independent newspaper "The Independent" once announced the "Goldman Sachs" officials at the highest levels of power in Europe, and angrily asked: "Goldman Sachs is the new master of Europe?"
In the United States, four of the five regional Fed chairmen with voting rights at the Federal Reserve are former Goldman Sachs employees.
The current President George is preparing to nominate Goldman Sachs CEO Henry Paulson as U.S. Treasury Secretary. He will be another U.S. Treasury Secretary with a Goldman background.
But... why do you say "again"?
hehe!
So
You can't just focus on thieves eating meat, and the skill of picking up soap cannot be mastered in a short time.
None of this matters about Wang Yaocheng.
As long as he puts forward the lowest conditions he can accept, Microsoft will naturally try its best to achieve it.
No less than 70%, no more than 76% equity exchange, specific negotiations between the two parties, and the remaining balance can be paid in cash.
Wang Yaocheng roughly defined the conditions and was recognized by two top partners of Goldman Sachs, who thought he was very sincere.
Hearing this condition, Bill Gates was the first of two;
This is a difficult arithmetic problem.
Microsoft is obsessed with acquiring Yahoo, so it must try its best to solve the problem and gain Wang Yaocheng's favor and approval. There is no other way.
As for how to solve this problem, that is a matter for Bill Gates of Microsoft Corporation, and Wang Yaocheng does not need to worry at all.
You also said you don’t want to bargain, what is this?
Bill Gates was full of frustration. He sat on the sofa speechless for a long time. For the first time, he felt that there was too little money in his pocket. He stared at Fanning and MSD with his eyes wide open.
He can't make a promise now;
You have to do work for Microsoft and other companies after you go back. This is the trouble with large multi-party transactions.
Wang Yaocheng holds 32.2% of the preferred equity of Yahoo with a market value of 140 billion. Including concerted actors, he can affect more than 70% of the voting rights. Calculated based on a premium of 66%, the total is 74.8328 billion US dollars.
The half-equity and half-cash acquisition will cost US$37.4 billion in equity, which will be exchanged for preferred shares of four companies: Microsoft, Johnson & Johnson, Pfizer and Merck.
If the equity exchange conditions proposed by Wang Yaocheng are no less than 70% and no more than 76%, and the middle number is 73%, the transaction party will need to pay US$54.628 billion worth of equity. This is enough to shake the composition of the board of directors of each company and is no small matter.
.
If Microsoft alone takes it out, it won't be a big deal.
These are preferred shares with voting rights, not ordinary shares that only enjoy dividends. Too much share will definitely seriously affect Bill Gates' voice in the company.
Equity dilution after the merger is roughly estimated;
Bill Gates' original 34% stake will be diluted to less than 20%, roughly between 18% and 19%. Wang Yaocheng's preferred stake in Microsoft will increase from 8.5% to around 15%, firmly occupying the third position.
The position of the second largest shareholder.
In the case where the shares of each other are similar, Wang Yaocheng and small and medium-sized shareholders can overturn Bill Gates' decision.
Including the appointment and dismissal of CEO Steve Ballmer, corporate development strategy and other major matters, this is difficult for Bill Gates to accept. He will never let others dominate Microsoft.
The only way is to let the other three companies bear more responsibility and try to reduce Wang Yaocheng's voice in Microsoft.
But in this case, the other three companies will have to pay more equity.
The difficulty lies here, how to balance interests and contradictions?
Wang Yaocheng is not a fool because he only wants to take advantage and is not willing to suffer losses. How could he agree to this big deal with Yahoo!
If you want to reach a deal, you must convince Wang Yaocheng and pay him satisfactory terms. Now the terms Wang Yaocheng has given may seem light and calm, but his tone is firm and cannot be changed.
After the completion of the merger is actually announced, Microsoft will have to pay more and acquire the preferred shares of Yahoo that it is willing to sell at a premium of 66% under the same conditions.
This is an obligation stipulated by the New York Stock Exchange, and those small shareholders can pay in cash.
As long as they do not involve preferred equity, these transactions are small cases, and Microsoft and its M&A partners, which have a lot of cash, don't care at all.
As for Yahoo's common shares without voting rights, the same shares have different rights.
Yahoo is a listed company on the Nasdaq market and can be acquired or sold in the open market without involving a 66% premium.
Think back to the early 1980s
Mr. Pao acquired Wharf shares at a 100% premium because Wharf shares do not have a complicated dual-class share structure. The more shares you hold, the more voting rights you have. This is completely different from the situation of Yahoo!
"Bah bang bang...Okay, now that we've finished talking about the business, everyone will be happier."
Wang Yaocheng clapped his hands and stood up with a relaxed expression, as if what he just talked about was as simple as going to the food stall to have skewers; "Bill is still outside watching the show. I, the master, cannot hide all the time. Today is the carnival night, so let
Let’s all go down and have fun.”
After looking at the two old gentlemen Fan Ning and Merck, Wang Yaocheng said with a smile: "If you don't like the noisy concert, you can go to my private theater to enjoy the Broadway classic "Phantom of the Opera" being performed there. I can guarantee that
It's an authentic Broadway show with the original cast, and it's a benefit for the elderly."
"Oh, not bad!"
"Hahaha...it's exactly my favorite project, so what are we waiting for?"
Everyone stood up, Wang Yaocheng said hello and left. At the door, the attentive secretary and deputy director Hao Wei led several big guys to an ancient Egyptian style relief.
The entire relief moved silently, revealing the large elevator car, and people entered one after another.
The private theater of the manor is on the third underground floor. When the elevator door opens, what you see inside is a magnificent palace-style dome building with a height of ten meters, which looks empty and deep.
The complex carvings and arches and pillars of the French palace sparkle charmingly under the light of the bright crystal chandeliers.
Beautiful opera arias faintly echoed in it, forming a very good theatrical resonance.
Deputy Director Hao Wei said, "Dear gentlemen, please go forward and pass the private bowling alley. In front of you is the private theater. Today's performance is "Phantom of the Opera", and "Mamma Mia" and "Mamma Mia" will be performed tomorrow and the day after tomorrow.
For these two classic plays, "Cats", we have the most top-notch theater-level stage equipment, which will definitely not be inferior to Broadway."
"I like it here, I enjoy it like a king." Mr. Merck looked around and said with emotion; "This is one of the most luxurious manors in Los Angeles. After tonight's carnival, more people will know about this place.
The guilt-ridden luxury life of a millionaire.”
Steve Ballmer laughed when he heard this; "Haha... I don't like these palace-style buildings, which seem to be stale. I prefer a modern, simple and bright style, full of high-tech science fiction feeling. That is the future."
, what do you say, Bill?”
"It is true that these European medieval-style buildings make people feel uncomfortable. I like it to be simpler." Bill Gates added with the same sourness.
These billionaires have never been short of money. Being simple and modern does not mean cheap.
Bill Gates' mansion covers an area of 66,100 square meters. How big is it?
It is larger than the Forbidden City. It is located in a huge virgin forest, with mountains, lakes, water, islands, bridges and docks. It is home to various villas and is full of high-tech elements.
It looks like a giant park from the outside. It seems to be a paradise far away from the world. It luxuriously brings the underwater world into your home and even houses a whale shark weighing more than ten tons.
To visit once, the ticket costs 220,000, and you can visit for a whole day.
"Really?" Deputy Director Hao Wei asked back and said reservedly, "If the distinguished guests are willing to spend some time, I can demonstrate it for you."
"oh……"
Mr. Merck was very interested and exclaimed. He couldn't help but stop and said with full interest: "We don't mind delaying a little time. You can just demonstrate it. It's best to see something interesting."
"Don't worry, this will definitely be fun."
Hao Wei confidently walked towards the relief wall, stood in front of the statue of Prometheus, the god who stole fire from the sky in Greek mythology, took out the card and swiped it over the torch...
The eyes of the original relief statue changed instantly, shooting out two green beams of light.
Hao Wei put his eyes up for verification and explained at the same time; "I just used my permission card to activate the verification. Now I need to pass the high-tech iris verification to enter the emergency escape channel."
Before he finished speaking, the entire Greek mythology relief quietly retreated, revealing a long, narrow and deep passage.
The lights inside lit up one after another, and it suddenly became as bright as day. The long and narrow passage was gray at the bottom and white at the top. It was made of glass and stainless steel, giving it a modern science fiction feel.
Hao Wei walked in and explained;
"This is an escape passage. The gun magazine next to it can only be opened by team leader level or above with security authority."
"The large-screen LCD screen here can call up the shooting situation of surveillance probes everywhere at any time. It can be memorized and replayed, and the data is stored in the core central processor."
"Behind the door relief is a 30-centimeter high-strength bulletproof steel plate, which can withstand the direct explosion of rockets."
"This building is not as simple as you see. The place you just came down from looks like a relief from the surface, but it is actually an elevator."
"This looks like a relief on the surface, but it's actually an emergency escape route."
"There are also places that look like reliefs on the surface, but are actually a Vulcan cannon control tower. I can't reveal more about this, but there is no shortage of high-tech means here."
As he said that, Hao Wei clicked to open the monitoring screen, and dozens of divided images appeared on the huge LCD screen, which were clear and intuitive.
In the bulletproof glass cabinet next to it, there are dozens of long guns and short cannons, as well as various types of ammunition neatly arranged, just like a small arsenal.
"Please continue to follow me. There is a circular rail car in front of you. It has a total of 12 seats. It can lead to various facilities on the second underground floor. The maximum operating speed can reach 75km. It can complete one revolution in eight minutes. Reinforcements are needed.
It can be reached as soon as possible.”
"This is just the most basic. The real high-tech facilities are on the fourth and fifth floors underground. With my permission, I can't even enter the fifth floor. They are completely high-tech. Haha, our consortium is high-tech.
How can an enterprise lack these most basic things?"
After hearing this, everyone was stunned.
The arrogant mood just now was completely gone, and Steve Ballmer's expression was particularly embarrassing. This was really a slap in the face.
Merck smacked his lips with some sour teeth; "Tsk, tsk, tsk... I didn't expect that Mediterranean Manor had so many good things hidden in it. If I had known about it, I would have bought it. The original price was not high."
Hao Wei politely made a gesture of invitation and explained while walking out;
"It's like when Mr. Bill Gates bought the residential land in Seattle, he only spent two million U.S. dollars, and then invested hundreds of millions of U.S. dollars in renovation to reach the current scale."
"The same is true for the Mediterranean Manor. The original purchase price was not high. Originally there was only one underground floor. Later, the 2, 3, 4, and 5 floors were re-expanded using large shield machines. The fourth floor is 120 meters underground.
The fifth floor is 165 meters deep, with a total investment of hundreds of millions of dollars, and it took five years to reach its current scale."
"Because our place is a hilly terrain, it is about 130 meters above the ground. Going out from the third underground floor, the location is just flush with the large lake in Runyon Canyon Park behind the manor, so we have seaplanes and hovercrafts, and we have built special slides.
and warehouse, you can take a hovercraft tour of Lake Runyon when you have time.”
"Oh, by the way, the yacht dock is also behind. We have a 110-foot luxury yacht. You can go boating on the lake in your free time."
Bill Gates looked at Steve Ballmer speechlessly, with a somewhat confused look on his face.
His pastoral-style manor is indeed good, but in front of Wang Yaocheng's magical palace, there seems to be nothing to be proud of.
After visiting this place, I can’t say I was shocked. It was truly ingenious and full of black technology. Under the French palace coat was a high-tech body. Everyone was confused.