American Peanuts

Chapter 245 Poison pill plan, one-vote veto power
"Reconciliation? Victoria and I have always had a good relationship, just because of some friction over property rights." Susan Wagner smiled, and the expression of Xiao Lizi sitting next to her suddenly became unsightly at this time.

"That's right, you just cost us more than a billion dollars." Victoria responded without any sign of weakness.

"More than a billion? Do you know how much our commercial development land in Utah is worth? How many billions are there? And the good things Charlie Rossi did, the decline in assets cost us more than a hundred billion." Susan Susan Wagner pointed his finger at Charlie, who was sitting between the two.

"What else are you telling her? Let's go." Victoria snorted coldly, without saying much, and stood up directly.

Charlie quickly grabbed Victoria. He called the two people over, not for the purpose of starting a war between the two parties.

"It's all over. The assets that have fallen back will appreciate in value, and what has happened cannot be changed. Besides, today is not for you two to come over to discuss the value of assets. This time, we are here to discuss art, film art."

"Yes, today we are here to discuss film art." DiCaprio said quickly at this time.

With Charlie's help, the situation gradually stabilized, and Victoria was persuaded to come back.

But all this fell into the eyes of Susan Wagner. Charlie obviously had something to discuss, so he didn't waste any time and asked directly.

"Tell me, what are you planning to do by calling me here at this time?" Susan Wagner looked at Charlie, and DiCaprio who was staying beside her was also directly ignored.

"Of course it's okay. I never made any requests to you. This was just an ordinary meeting." Charlie said with a smile.

Susan Wagner obviously didn't believe it: "I advise you to speak frankly. I don't have time to waste with you."

Charlie looked at Little Plum sitting next to her, and then at Victoria behind him. He was heartbroken and said it directly.

"I want to conduct a capital operation to merge the two film and television entertainment giants. The corresponding company valuation will also rise, achieving the effect of one plus one greater than two, just like the merger of AOL and Time Warner." Charlie no longer conceals it. My intention is to replicate the market value miracle of that year.

Of course, this also attracted Susan's refutation, and she even directly revealed Charlie's deeper intentions.

"You want to engulf Time Warner, then destroy it, and then occupy the vacated market share, am I right?" Susan said with a smile.

"But you have to think carefully, don't squeeze others away before you lose the momentum."

Susan Wagner also gave a kind reminder. The company exchanged shares and merged, and the two giants merged into one. This will not cause any losses to the shareholders, but for the company's management, the problem will be serious. .

Who do you listen to?Who has the final say?Will there be friction in the process? Who should I go to if there is friction?During this period, various aspects of issues were involved, and intrigues were inevitable.

"No, within three months, people from Time Warner will be completely kicked out." Charlie said very relaxedly, and he had already made arrangements.

Susan Wagner burst out laughing, obviously laughing at Charlie's arrogance and arrogance.

"It's up to you. The Rossi family has lost your help, which is actually a good thing for me." Susan said.

In the final analysis, far from harming her interests, this would allow her to make a fortune in a short period of time, so there was no reason to refuse.

"Everything is for the art of cinema." Charlie raised his glass.

"For the art of cinema." Susan took a sip of her wine, then rushed towards Little Plum and blocked Little Plum's mouth.

Charlie winked at Victoria, and the two left, leaving Susan and Little Plum alone in the private room. All that was left was to wish Little Plum good luck. No matter what, today would be A night he would never forget.

"You don't really want to merge with Warner, do you?" Victoria grabbed Charlie as soon as she walked out.

"Yes, this is something that has already been decided." Charlie said directly.

Now the entire film and television entertainment industry is undervalued, which is a good time for capital operations. In the next two years, the valuation will go up, and the price spent may be ten times the last price. AT&T’s acquisition of Time Warner in 16 reached a terrifying price 700 billion, which is obviously not something Charlie can accept.

"Why?" Victoria couldn't help asking. She really couldn't think of a reason for Charlie to do this.

Now Charlie owns a large stake in Apple and Tesla, and has also bet on social networks. These three capital operations are enough to put him on the throne of the world's top rich people. Compared with other small film and television entertainment industries, it is a bit underwhelming. .

"This is the last chance." Charlie shook his head.

"As long as you are still here, you can find good movies. Think about what happened before? Don't lose confidence in yourself." Victoria comforted.

Only Charlie knows that this has nothing to do with confidence. His memory of blockbuster movies is about to run out.

If it really takes another ten years, who can guarantee that something will not go wrong during this period?
Victoria couldn't resist Charlie, and finally nodded in agreement, and kept asking what the arrangements made by Charlie were.

Charlie didn't say it clearly, but just told her: "You will know the answer from the news in two days."

After a quiet weekend, Infinite Pictures issued consecutive announcements explaining the personal situation of Chairman Charlie Rossi and disclosing that Charlie continued to buy Time Warner shares in the secondary market. Although the announcements repeatedly stated that, Charlie Rossi's actions in the stock market have nothing to do with company operations and only use personal funds. However, the outside world still generally believes that Charlie has coveted Time Warner.

Time Warner's stock price surged that day. That night, Time Warner's announcement department issued an announcement letter overnight. The letter clearly stated that it would resist the robbers wandering outside the door. It also stated that the company had multiple sets of plans and was negotiating with various shareholders of the company on poison pills. planning matters.

The poison pill plan is a defensive method for listed companies to prevent hostile takeovers. Since its invention in the 80s, more than [-] companies have used this method. Correspondingly, there are also "golden parachute" plans, or direct Find a white knight to rescue.

Warner's response is very simple. There are relevant provisions in the company's articles of association. When a shareholder holds more than 10% of Time Warner shares, additional shares will be sold to the remaining shareholders, and the price per share is equivalent to the stock price on that day. half of.

Of course, this requires the support of real money from shareholders. The hostile acquirer will directly increase its shares to 5% after this dilutive issuance, thereby eliminating the risk of being acquired.

"Sir, the price of private placement is only half of the original price. You can sell one share for two shares and the total share capital will increase, but your institutional shareholding ratio will not change." Jeff Bewkes said on the phone Lee repeatedly reiterated the current situation to Vanguard CEO John Brennan.

"I know that doing this will not cause me any losses, but you also know that I am currently not in the United States, and the sale of equity requires the approval of the board of directors. I will contact you after we have completed our discussions."

"But... we don't have time." Jeff Bewkes' voice trembled. Charlie Rossi's shareholding ratio is expected to reach 15% today, and the poison pill plan must be implemented immediately.

"I know, but..." On the phone, John Brennan explained patiently, but in short it was just one word... drag!

Of course Jeff could hear what the other party wanted to do, probably because he had already reached some kind of deal with Charlie Rossi.

"Then I wish you good luck, sir." Jeff Bewkes hung up the phone directly.

"Get me Susan Wagner," Jeff said to chief financial officer John Martin.

Just then, Executive Vice President Gary Ginn burst in.

“Several investment institutions rejected the poison pill plan,” he reported.

"These people are observing the situation, and they will help whichever side wins." Jeff Bewkes shook his head, thinking that it would be more reliable to go directly to the Blackstone Group.

The phone rang several times before the other party answered. There was a faint sound of waves on the other end of the phone, mixed with a man's scream.

Why does this man's voice sound so familiar?

Before Jeff Bewkes had time to think, he heard Susan's voice on the other end of the phone.

"I'm currently on a private yacht in the South Pacific. I can't hear what you say! The signal is not very good."

"Then I'll use the satellite phone."

"Beep..." The phone has been hung up.

"F**K!" Jeff Bewkes was so angry that he wanted to throw the phone directly to the ground.

But was interrupted by another rush in Jeff Robinoff, he is the president of Warner Bros. Pictures, in charge of Entertainment Pictures Group.

"Charlie Rossi, demand an emergency shareholder meeting!" Jeff Robinoff gasped.

·
At Warner headquarters, Charlie led a group of subordinates to the ultra-luxurious conference room of Time Warner Group.

Obviously, Charlie was not welcome here, and no one even gave up his seat to Charlie.

"Do you want to acquire Time Warner in a hostile manner? First, even if the Rossi family is behind you, so what? If you really want to acquire it, you might as well sell the miscellaneous equity in your hands. This will show your sincerity. As long as the price is right, anything is negotiable," Jeff Bewkes said with a smile.

His words reflected the biggest drawback of this acquisition. Unless Charlie could ruthlessly cede his shares in other companies, he would not be able to collect the current funds.

Even if the poison pill fails, Time Warner has other ways to avoid the fate of a takeover.

"Do you want to listen to what Bob Iger said? I had a special conversation with him before the emergency shareholders meeting, and he was willing to protect us." Jeff Bick reminded Charlie in particular.

Bob Iger is the CEO of Disney. If he makes a commitment to simultaneously buy Time Warner's stock in the market, it will inevitably increase Charlie's acquisition cost.

But when Charlie said the next sentence, everyone present was shocked.

"I never said I wanted to acquire Time Warner, I was just preparing to exchange shares and merge the two companies." Charlie said suddenly.

"You have me, and I have you. You need me, and I need you." Charlie crossed his arms.

"Sorry, we don't need you." Jeff Bicker shook his head.

"You may not mean what you said. You have to ask other shareholders for their opinions on this matter. Only they have the right to vote."

Charlie has already taken care of these shareholders in advance, so he is naturally invincible. Under the pressure of the shareholders, Jeff Bickger reluctantly agreed to the proposal of exchanging shares and merging the two companies.

The next step is the specific details and the issuance of merger applications to the relevant regulatory authorities.

Warner's circulating shares account for 67.2% of the headquarters capital, while Infinity Pictures' circulating shares account for 49% of the total capital. In terms of the market value of both parties, Time Warner is obviously more, about [-]% higher than Infinity Pictures.

However, Charlie's family trust foundation still holds 51% of the non-tradable shares of Infinity Pictures, which will also be converted into Time Warner shares through price difference replacement.

After calculation, Charlie will hold more than 30% of Time Warner's shares in the future, and will have the right to review the company's articles of association, and can question, investigate, prosecute, liquidate or dissolve the company's major matters.

It can be said that he was almost put on the throne of the King of Time Warner, but the most he can do is stop the company's senior management from making major decisions. Even though he has a veto power, he cannot change the management at will. Everything else needs to be done. Negotiate.But Charlie also knew that these were only temporary.

After more than three months of deliberation, the merger request of the two companies was approved by the relevant regulatory agencies.

Relevant announcements were also issued, and all shareholders holding Infinity Pictures shares will be automatically converted into Time Warner shares.

On the day of the merger, the company's stock rose sharply, and its market value once approached US$500 billion. You must remember that this was 2010, just after the financial crisis, and this market value was almost two and a half Disney.

However, in terms of non-shareholdings, Charlie's company has no intention of merging with Time Warner. Everyone is still in the original office, but the company suddenly has many more shareholders.

At this moment, a tug-of-war is going on in the office of Infinite Pictures.

"Sorry, I'm better than you. At least I've made a few movies instead of sitting in an office all my life." Charlie looked at Jeff Bickger.

"That's not what you promised when we merged." Jeff Bick slapped the table angrily.

"Sorry, the promise at the time did not anticipate that the company's valuation would skyrocket. Now that the capital flow is abundant, I think it's time to do something big." Charlie looked at the major shareholders present.

The new company, Time Warner-Infinite Media, is the merger of two companies, and there is only one position of chairman and CEO.

Charlie is of course prepared. He has a veto power. He will not agree to anyone who nominates him except himself. All that is left is to convince other shareholders to believe in himself.

But unfortunately, there was a problem today.

"I think Jeff Bicker is more suitable to be CEO. Time Warner is not just a movie company. It also has Time Warner Cable, Home Box Office, Turner Broadcasting, and Warner Bros. also has television departments and movies. Department, I still think it is more appropriate for Charlie to be in charge of Warner Bros. Entertainment alone, and the remaining positions will remain unchanged for the time being." Susan Wagner expressed her opinion.

These remarks were immediately agreed by Time Warner executives present.

"Sorry, I will not accept this arrangement. I can only exercise my veto power." Charlie had already expected this move and was ready to fight these people to the end.

In the end, it was a long process, with Jeff Bikker as CEO and Charlie Rossi as chairman and CEO of Warner Bros. Entertainment, before everyone got a satisfactory answer.

(End of this chapter)