"Finance" magazine: grand new wave dream discrete
Announcement, analysis, speculation, rumors and "谣" statements, what happened behind the most explosive M & A since 2005? Even if there is no slutty atmosphere after the Spring Festival, starting on February 18th to surround the Sina.com, it will also become the most explosive business news since this year. Each step of the event is very drama color: - At 8:00 on February 19, Headquartered in Shanghai's Shanda Interaction Entertainment Co., Ltd. (NASDAC Stock code SNDA, known as grand) on its website and Nasdaq At the same time, the statement said that as of February 10, Shanda and its controlling shareholders have passed the total 19.5% shares in the secondary market, and submitted to the US Securities Exchange Commission (SEC) according to the provisions of the US Securities Law. Benefit equity declaration 13-d file. In this document, the purpose of Shanda Adapted stock is a strategic investment, and it is intended to control substantial ownership (A Substantian Ownership Position), which further affects the control of Sina's control (Acquire or Influence Control of the Issuer). Its purchase intent is characterized. - is the day, the Sina is not published a whole day. At 21 o'clock at 21 o'clock, there is no direct impact on the company's business and operation, and Sina's shareholders will also take any action on this. The Sina Board will review this 13 in accordance with its responsibility of shareholders. -D filing, and as always, the company's shareholder, employee and the highest interest service of the company. "Subsequently, Sina CEO Wang Yan published an employee open letter to the state of the company. - At 10 o'clock on February 22, Sina announced will adopt shareholder purchase equity programs, the so-called "poison pill" program to protect all the interests of all shareholders of the company. According to this, once the Shanda and its related parties receive an equity of Sina 0.5% or more, or some people or group receive 10% of Sina ordinary stocks, "Poison Pills" plans automatically; at the equity confirmation day (expected to be 2005 On March 7th) Every shareholder recorded on the day will receive a share option according to the ordinary stocks he hold. This move is considered to be aimed at "hostile acquisition" anti-acquisition action. With the progress, analysis, guessing, rumors, and "rumors" statements. Until this journal issued (late March 4), this case has no final result. On the basis of a large number of research on document data, "Finance" has conducted a lot of interviews with the investment community and market observers close to the two companies. Attempts to explore the true background of the transaction and the twists and turns, which in turn will have this classic purchase. A preliminary interpretation of the case. The leader of this world "I feel that I am a pragmatic idealist, a strategic advotent and tactical conservative paranois." 32 years old Grand Entrepreneurs, Chairman and CEO Chen Tianqiao launched the first two In the month, there was this revealed in the "Finance" interview. As a largest game website in China, Shanda is listed in Nasdaq, 2004, which is not the miracle of the capital market because of the stock price. However, its share price subsequent performance and a series of exciting acquisitions and successful issuance of the company accompanied by the company, and quickly achieved the glory of the grand capital market. By the end of last year, Shanda became the best new Internet stocks in the Nasdaq market. As far as the company's strength, the acquisition of Sina Conditions has already been met. Chen Tianqiao, "Tactical Conservative", did not disclose the intention of "advancing". "Future grand will develop in a personal computer, TV, mobile phone, in the movies, music, games, advertising, prepaid and e-commerce." "Finance", all the information obtained afterwards, showing that at this time, The program of acquisition of Sina has been quietly formed in this young entrepreneur. Shanda and Sina are not a fight. This is a premature purchase, just now, the initiative and passive side have been easy. According to "Finance", the earliest number of Sina and grand name is the person who is called John Li, and time is October 2001.
John Li Yuan worked in a Internet investment fund called Net Net Fund. At the time, Net Net Fund invests in South Korea's online game developer NCSOFT, and also purchased Hong Kong H-share listed company Sunshine Cultural Network TV Holdings Co., Ltd. (307, HK) stocks, so with 307 CEO, Time serve as Jiefang Director Long Wu Zeminked. The complement between the game and the portal has come out since then. Under the bridge of Li, Wu Zunxiao flew to South Korea and talks about the capital cooperation with another Korean game developer ACTOZ. Actoz is later developers who are popular in China's online game "Legend". Shanda bought the distribution right of this game in 2001 and became Actoz in China. Sina is still mainly a portal to the main body, has not yet developed online game platform. At that time, the insider of the relevant transactions was recalled, and Actoz advocated Sina first, and then discussed capital cooperation with South Korea. Sina is responsible with grand negotiations at the CEO Mao Dalin. The negotiations eventually did not have achievements. It is said that the Sina party gives up the acquisition, and there is a dispute inside the Sina. It is worried that the directors are worried that the acquisition will affect the new wave as soon as possible to reach the balance of payments as soon as possible, and the grand business model is not very clear. However, the fate is not too far away. Duan Yongji wrote in 2002, grand and its "legend" is popular all over the country. That is the annual month of online games, and the annual month of China's Internet stocks in Nasdaq. By 2003, Shanda's total revenue was 76.529 million US dollars, and the company's main game "The Legend" "Legendary World" online registered users exceed 10 million. At that time, Sina's total income is only $ 114 million. Soft Silver Asia Information Basic Investment Fund president Yan Yan is working, Sina began to negotiate with Shanda, reminding marriage. That is a quite substantive negotiation. A investment in the Sina Board told the "Finance", and the CEO Mao Mao Mao Mao Mao Mao Mao Mao Mao Mao Mao Mao Mao Mao Mao Mao Mao Dynasty has been handed over. The new president Wang Yanchu is handsome, negotiating a large part of the nephew. It is said that the two sides finally determined that Sina was acquired by 100% of Shanda Shares in cash, and the acquisition price was $ 670 million. "Finance" failed to confirm the transaction price from Chen Tianqiao, but it was a letter based on Duan Yong's letter to Chen Tianqiao, which was written on July 8, 2003. It is confirmed that this Sina and grand end have been quite eyebrows. Duan Yongji praised Chen Tianqiao's vision, the uniqueness of Chen Tianqiao, and the uniqueness of the chest and management, thought that Chen was in the young people, "Feng Runlin", and the strategic man's mouth: "Sheng Da listed, international The market is charged more than a small Chinese concept stock. Such small discs cannot cause the interest of large investment agencies, but also lack the ability to resist the stock market. If you can complete the merger of Sina, you have created a value with Wang Yan. Medium-sized companies with $ 5 billion, and is only a largest non-state-owned enterprise with China's concept, the world-famous, all-in-law. "The letter is even further admitted:" Sina's shortcomings lies in the revenue model lack of games. Bar; grand shortcomings lies in the revenue excessive relying on a game; the merger is successful, you will take three boats, games, advertisements, advertisements in the near future; in the medium and long-term, you will have the largest users of China and the world A network gallop. At that time, e-commerce three-nuntel, etc., there is more than one, full development, the future is unlimited! "Duan is also a huge challenge brought by the merger, and it is impossible to" a smooth sailing, just " "It is called" the merger will be a painful process, and the grand will become a public company by a private company. For some people, it is necessary to lose the lofty status enjoys in the company and promote powerful command. , Promote the opportunity to participate in decisions.
"He even asked:" In this moment, the bridge, can you do it, look at the future, look at the overall situation, insist on your original decision? Can you do your business, convince them, mobilize them to keep up with your decision? Your burden is heavy! "The end of the letter, Duan Yongji, when Sina Director said:" As long as our goals are clear, the attitude is firm, the method is properly communicated, all difficulties will overcome "; but even if the merge is successful, how to develop in the future Everyone is facing, going to solve. "You can think that, Duan Yongji's letter is the same passion than his young 30-year-old Chen Tianqiao. However, this acquisition still has not succeeded. As for abortion," "Finance" heard two statements: First, the Sina stock price continued to rise, and the total distribution of shares has caused the negotiations; the other is that the grand and ACTOZ's intellectual property lawsuit wins and the Sina's board of directors is deeply worried, and finally Dipped the transaction. Chen Tianqiao saved the letter of Section of Yongji so far, it can be seen that its "new wave complex" is deep. Chen Tianqiao's hands-on purchase and abortion. Can be informed, even if Sina is in 2003, it is not Simple "Swallow". The total market value of Sina is only 1.5 billion US dollars. Once it enters, once it enters, it is one of the major shareholders. This is a transaction named the acquisition - two companies may be quite The time is still operated independently. Chen Tianqiao will inevitably enter Sina's highest management. In April 2004, Shanda was listed on Nasdaq, and its share price exceeded Sprink September. At this time, Chen Tianqiao has continued to trade. Right. He also said when he accepted "Finance" interview in late November. "It seems self-confidence. This young entrepreneur who graduated from Fudan Economics, said that" the operator of a game is also a game, and it is not lacking. If you want to be a real leader, it may spend a lot of money. "It has been ambitious in words. However, inspiration with the" tactical conservative "Chen will not rank. Confident in the interview, this time Chen Tianqiao acquires Sina stock in the secondary market, from the beginning is strategic action He has also been aware of Duan Yongji and Sina CEO of Sina and Sina CEO after September 2003, and has been understood and supported. After October 2004, it is a season of Sina high-rise to reduce stocks and set options. Both, grand The acquisition of Sina stocks through the secondary market is close to 5%, and then throws in November. According to Goldman Sachs Analysis Report, the investment profit of RMB 41 million is included in the 2004 financial report, which may come from Shanda before Sina. Share actions. And Xie Xin CEO Xie Wen analysis believes that "Sheng Da should have started to buy chips for the acquisition, but then Sina stock price rose, Chen Tianqiao judged the time of the acquisition, so I polished Sina stock again in November. . "The stock market changed mystery. In January 2005, the Shanda and Sina's share price showed this place. Chen Tianqiao no longer hesitated, first bought 480,000 Sina from January 6th to 12th Stock; again, it is 25,000 shares, the price of $ 29.97 per share. "Finance" is confident by interview, these until February 18th transactions reported to the US Second, I have passed Sina Directors such as Duan Yongji before. On February 7, Sina announced. Due to policy influence, the total revenue in the first quarter of 2005 will be $ 43 million to $ 47 million, which has fallen sharply by $ 56.9 million compared with the fourth quarter of 2004. On the publication, Sina The stock price fell sharply.
Chen Tianqiao launched a lightning action on February 8 (Lunar New Year 35), through direct controlled four companies to absorb Sina stocks to swallow 7.28 million shares per share, accounting for 14% of Sina Shares. On February 10, Shanda Media Co., Ltd. purchased a total of 160,000 Sina stocks at $ 22.97. A few acquisitions, average avoidance, and 5% of this must announce the critical point. A source of Near Section of Yongji told "Finance", Chen Tianqiao purchased the Sina stock two times before the 8th to 10th, I also tried to know the meeting of Yongji and Wang Yan to show goodwill. However, when Wang has been going to France, the paragraph went to Shantou to play Golf. So until the 11th, the third day of the year, Chen Cai managed to find Duan Yongji, and inform this news. "The purchase and tide of China Internet Corporation begins." It is said that Duan Yongji is quite excited at the time. It is believed that China's Internet is too late to go to the M & A road, which is his consistent view. "Poison Pill" out of the acquisition of Chen Tianqiao Secondary Market, has made him a total of 19.5% of shares, which is nearly twice as much as the total sum (less than 10%) held by the Sina's existing member. At least before February 19, Duan Yong's basic person passed the heart, and the fact has been clear. However, 19.5% of the shares made Shanda a large shareholder of Sina, is not enough to promote two companies to merge, more insufficient to make Chen Tianqiao to control the power center of Sina Board. Sina's board of directors has nine members: North America's Chen Liwu, Zhang Yuyi; Duan Yongji and Chen Xiaotao; Taiwan's Jiang Fengnian, Cao Defeng; CEO Wang Yan, Director Zhang Yizhen and Duo Donghong. Chen Tianqiao wants to enter and control the board of directors, and must obtain a lot of seats in the chairman of the shareholders' meeting to make themselves and their consistent actors account for most, which is at least five seats. It is difficult to do this with a 19.5% shares in his current. Sheng Dafa wants to buy Sina news, two stocks should rise, showing Wall Street is generally optimistic about this purchase. The market observers have pointed out that Sina's strong portal can significantly expand the grand users; Sina's current income is from wireless, but it may fall soon, if it is a grand merge, it reduces the dependence on this. After the merger will create the Internet, Media Entertainment Company, which is dominated by China. Goldman Sachs predicts that the co-consissers with Sina will have $ 470 million in income in 2005. After the promotion of the acquisition in the morning of February 19, Chen Tianqiao once called Duan Yong, revenzon the sincerity of the latter in summer, expressed the sincerity of the merger. He is confident in the future to achieve strategic goals. However, Chen Tianqiao never thought that this time with Sina renewed, he was severely anti-acquisition of the opponent's board. This is the "poison pill" plan announced on the 22nd Sina Board. According to the program, Sina per shareholder will receive a share option according to the ordinary stocks he hold. Once the grand and certain related parties reselves the share options of Sina 0.5% or more, the holders of the share options (except for the purchasers) will have the right to purchase the ordinary stocks of Sina. This is enough to make the grand acquisition plan to fail. At least, Chen Tianqiao himself is prepared to "poison pill", and it will not be able to take it. "Finance" is informed that the "poison pill" plans to make recommendations by Sina CFO Cao Guowei, famous investment, Morgan Stanley, took out specific programs, Sina's board of directors officially platen the "Poison" on the morning of the 22nd. On the afternoon, Duan Yongji and Wang Jing have passed the long-term phone with Chen Tianqiao, but did not mention this. That night Chen Tianqiao officially learned "poison pill", deeply shocked and angry. On the 15th of February 23, Chen Tianqiao went to Beijing, and Duan Yongji, Wang Yanchang. The Lantern Festival, Duan, Wang, Chen were in the Zhongguancun Science and Technology under Beijing Weigong Village, the dinner, eating dumplings, talks about five hours, the atmosphere seems quite friendly.
According to sources from Chen Tianqiao, Duan Yongji interprets Chen explained that "poison pill" is to protect the interests of small shareholders to prevent people's discipline. Duan, Wang continued to express the willingness of the merger, and the paragraphs directly recommended that Chen took the Sina shares at high prices. The specific method was a new share of new waves and another part of the old shares. Is there any purchase price in this talk? What is the quote? "Finance" heard a statement of "the highest price" in the past 52 weeks, as far as $ 45.6 per share. But this extremely sensitive topic involving transaction itself is still difficult to confirm. It can be known that on the morning of February 23, Duan Yongji served as the Chairman of the Board of Directors, announced at the Hong Kong Stock Exchange, and all sold 4.96% equity will be sold. When the evening, Chen Tsang, Chen and did not express this clearly, and only said it will go back to negotiate. According to the previous analysis report of Gao Sachs, after the acquisition of Sina's nearly two% of the shares, the remaining cash balance was $ 120 million, and the top can then buy 7% of Sina stocks, so the next step should be reached with the share of the share. Goldman Sachs believes that such as Shanda and Sina Press the proportion of 0.9: 1, it is suitable for Sina. True "poison pill"? False "poison pills"? For the advantages and disadvantages of Sina, "poison pills", analysts discuss, can be described as mutual. Male and acquisition experts who were familiar with the capital market, pointed out that in the acquisition war, the "poison pills" were sacrificed. The role is generally three: First, the cost of increasing the hostile purchaser, the second is to increase the difficulty of the hostile purchaser into the board of directors, three is to strengthen There is a chip of the board of directors and the purchaser - or drive the hostile side, or forced the other party to talk about an ideal condition. Near the Sina Board of Directors told "Finance", Sina's all in pushing the stock price and maintains dominating in negotiations to maximize new entrants to coordinate cooperation with existing boards and management. "Now the board (attitude) is highly consistent." The news said. The analysts on the market are roughly divided into two factions for this "poisonous pill battle": a "truth-toxic pill", a "false poisonous pill". One of the people's views believe that the Sina Board is welcome, recognizes, throwing "poison pills" aims to prevent new acquisitioners from entering, or words "Xiangzhuang dance sword, intention of Pei Gong"; At the same time, it is also necessary to raise the stock price - since the board is interested in making the acquisition, it will never be unrealistic, and finally make the acquisition of abortion. "Pseudic Pills" believes that the Sina Board of Directors has had alert to the new investors' entry and board reorganization in fact, because the existing members of the board of directors have been reduced, and the shareholding is less than 10%. According to this, it is impossible to say that the board is to keep the existing power and is not willing to let grand entered. The view of the "truth-toxic pill" is negatively, and it is important to point the Sina's board of directors to maintain the interests of the management, and the reason why Sina stocks can maintain higher price in the market. The main reason is that it is a more ideal acquisition target. The "poison pill" is awkward, in fact, the possibility of losing the strategic acquisition, and it is necessary to press the share price for a long time. The person who holds the previous view also suggested that the current Sina's board of directors seems to be consistent, in fact, there is a significant different interests. Duan Yongji will only want to sell shares, but it is too high to raise the share price. Hope too high; some other directors and executives are mainly worried that Chen Tianqiao will enable himself to lose its own interests and right. "Now they are launching the poison pills with the old sections, will definitely find the reasons without withdraw the poison pills, so that the acquisition will be deadlocked." Yahoo came? After Sina "Poison Pill" started, there was news that the company went to the purchase and negotiations, and most of the status of a partner is. From February 28, a person who is close to Chen Tianqiao clearly told the Finance: "Sina has launched another dish - negotiation with Yahoo.
Yahoo is talked from Yang Zhiyuan. It is possible to acquire $ 10% of Sina 10% in more than $ 200 million. "Yahoo has entered the field, the grand increase is broken." "He said, but this does not mean that Shanda has lost it in this Sina control power; the opposite," Chen Tianqiao took it. Because Yahoo is a strategic investor, it can be combined with grand. Yahoo's admission will form a support for Sina stock in short term; but from a long time, Sina stock price will fall. At that time, the previous silent institutional investors will come out and become the power to promote the Sina Board. "Is Yahoo played what role in the acquisition? I am still unknown. But the people generally believe that Yahoo replaces the probaches to swallow the Sina. The main reason is" under the current China News system, it is hard to imagine Sina's huge news export channel will allow foreign control. " Wait. It is highly emphasized in the speech: Yahoo 's focus on search and e-commerce; from the long run, Yahoo's main opponent is Google and ebay. He believes in China, SMS (SMS) The golden age has passed; and in the wireless value-added business, telecom operators may continue to improve the price. It is expected that their division proportion will increase from 17% in 2005 to 25% in 2006. He believes in the next year or two, Sina still Will be the boss of China's online advertising, and Shanda will still stay in the online game. This or can be seen as an foothold in Sina's future effect - if it is really in the acquisition battle. ** *********************************************************** ******************* Jason D. BRUSIES for Pacific Growth Equities is an analyst for long-term tracking Sina. He told "Finance", in the United States, Many people investing in Sina believes that the final will acquire Sina, the process may be six months - but the grand event will eventually achieve the purpose. And the CEO Xie Wen also supports the "grand long-term walked" argument, his basis is the company. In 2005, the operating environment of the new mobile value-added service market will be more difficult. Sina has been expected that the total revenue in the first quarter will be $ 43 million to $ 47 million, which is reduced by nearly 10 million yuan from the fourth quarter of 2004; Will not be affected, the performance continues to be optimistic. By appreciating the first quarter of the monthly financial report by April 2005, the share price of both parties will move in the year. Shanda share price may fall between $ 32,33, Sina may fall $ 20. The status of the negotiations between the two sides becomes 2 to change 1. Investors who originally kept silent institutional investors are likely to stand up to the Sina's board of directors. However, the short-term situation is still challenging. As of "Finance "On March 4, Sina stock price is raised to $ 34.12, and the share price of $ 34.64 is basically 34.64 US dollars. An investment in Chen Tianqiao revealed to" Finance ", Chen Feinced 27th ended in Beijing After returning to Shanghai, I have been hesitant; but in this situation, it is likely to be trick immediately. It is estimated that the bid will be between $ 35 -40, with a total of 1: 1 share proportion. The comprehensive merger of Sina, which is also consistent with the stock price of both sides. The "price push" of Shanda and Sina is entering a critical period. But no matter how the ending, the final form will be a change in stock rather than cash acquisition. Therefore, the share price of the next few days or longer has decisive significance. Looking back so far, the market is smoke, and the agency investor holding a grand and Sina has been active.
According to the research report, from December 31, 2004 to February 18, 2004 (after the acquisition), the Shareholders of Sina's largest institutions Capital Researchand Management Company were reduced by 0.62%, the third largest Shareholders AXA increased the shares of 1.75% -5.84% in the Sina in Sina, and Morgan Stanley also jumped from the top eight major shareholders of the original non-top ten institutions to Sina, and the increase in shareholdings was 2.18%. As of February 18, Morgan Stanley, Capital Researchmanagement Company, AXA, AXA Premier VIP AGGRESSIVE EquityPortfolio The four parties of the four parties have a total of 18.59% of stocks. "Shanda Xinyong" has no ending, but may not wait for a few months or for years. As of "Finance", Yahoo or other possible "White Knight Action" still has no substantial progress. This magazine special reporter Lu Jing, special researcher Confuciusheng also contributed to this article also contributing to the Shanda Acquisition record in January 2003, the acquisition of domestic mobile field and chess field - Shenzhen Fenglin Volcanic Computer Technology Co., Ltd. In February 2003 Mobile App Services Suppliers - Shanghai Dragon Technology Co., Ltd. acquired the country's largest Internet cafe management software company - Chengdu Ji Sheng Technology Co., Ltd. January 2004 acquired the world's leading online game engine core technology development enterprise - United States Zona acquired China's leading chess leisure game development operators in July 2004 - Hangzhou Wi-Feng Software Technology Co., Ltd. acquired domestic leading equipment game developers in September 2004 - Beijing Digital Red Software Application Technology Co., Ltd. 2004 In October, the leader of China's leading original entertainment literary portal - Starting point in China, in November 2004, a $ 91.7 million cash to Korean online game development, operation, and distributor Actoz Soft's shareholders to include approximately 29% control. Poison Pill "Pell" Program is the famous American M & A lawyer Martin Lipton In 1982, the whole title "shareholder equity plan". This plan usually in the target company, when the board of directors, it is mainly launched by the board of directors, mainly through equity structural reorganizations, reducing the share ratio of the purchaser, or increasing the cost of purchase to reduce the attraction of the company's acquisition. The effect of anti-acquisition. "Poison Pill" was scheduled to be legally legalized in the Delawan Chancery Court in Delawan Changery, USA. "Poison" program generally has two forms of "Flip-In Pill" and "Flip-over Pill" (FLIP-OVER PILL). The former refers to the acquisition of a large part of the target company (usually 10% to 20% of shares), and leads to the new shares; once triggered, all other Shareholders have the opportunity to buy new stocks at low prices. This greatly dilute the equity of the acquirer, making the purchase cost of high, thus achieving the purpose of boycotting the acquisition. In the latter form, when the other party uses some or all stocks to acquire, the shareholders of the acquisition of the company have the right to reverse the stock of active acquisition of the company. "Poison" is used, at least two effects: one, a deterrent effect on malicious acquisitions; second, the acquisition party interested in the company will decrease. There are many studies that "poison pills" is often used to raise the price of the active purchase party, rather than truly obstructing the reach of the transaction. In the 1980s, significant changes in the US economy, the company's easy-to-hand rate, the company's equity control has changed greatly. The "Poison" program is a widely used anti-acquisition means. However, today, the adoption rate of the "poison pill" program has fallen sharply in the company's governance. The board of directors of the company is unwilling to give the outside world impression. The corporate governance assessment agency also often gives the lower rating of companies with "poison pills" program. In general, investors are not willing to see obstacles for the board of directors for the establishment of a disorder that hinders capital free circulation.
