Reinventing the Millennium.

Chapter 1089 Overtake (4k)

"Morningstar Semiconductor, a Hong Kong listed company worth tens of billions of dollars, has set off a battle for control. According to reports from Hong Kong media, the Board of Directors of Morningstar has rejected the approval of the 'Poison Pill Plan' for the second time. This news caused the share price of 'Morningstar Cayman' to fall again."

"External shareholding has been stopped, internal directors have conflicts, and the future of Morningstar is a matter of great concern to investors."

"It's very interesting that just after the voice of refusing to let Mr. Fang take over appeared within Morningstar, many stockholders voiced their voices. The market value of Morningstar was cut by more than half. Let's sell it to Mr. Fang and bring him back to life."

"It has to be said that Morningstar has not actually fallen to the point of death, but its business is indeed facing great challenges. Since the failure of the 3G chip project, Morningstar's TV chips have encountered strong challenges from MediaTek, the big M of Taiwan."

"As of December, Morningstar still has a 12% share of the TV main control chip market in China, but it has fallen by 57% compared with 12% in December last year."

"MediaTek rose from 8% to 19% during the same period, and the addition of Realtek, RDA, Samsung, Novatek and other brands has also changed the market."

"In my opinion, Morningstar, which is in trouble, and Mr. Fang are actually a match made in heaven. Many related businesses of the latter can bring new growth to the former."

"However, according to the news, Mr. Fang is seeking control of the company. This made Liang Gongwei, the head of Morningstar, unacceptable. After the talks between the two parties collapsed, Mr. Fang brazenly increased his holdings and made another hostile takeover."

"Looking back now, it is a pity that the two parties who have cooperated well have come to this point. However, such a result seems to be reasonable."

"Fang is always familiar to us, and he is a well-known figure in the domestic business community."

"Even if I call him No.1 in the Chinese business world, I believe he won't receive too much opposition."

"From his emergence in 2000 to becoming the richest man in the mainland, he has experienced competition. He has faced the Internet bubble, the control of Sina, Sony's star products, the Lehman financial crisis, and the Penguin communication giant... all the way."

"It can be said that without the opportunity of the times, there would be no Yike Department today, but it can also be said that there would be no Yike Department without the distinctive character of Mr. Fang at the helm."

"If the personality has warmth, Mr. Fang must have a cold tone."

"Now, this business man is once again being pushed to the forefront for his semiconductor kingdom. We will continue to pay close attention to who gets Morningstar Semiconductor."

Regarding the news about Morningstar Semiconductor, Hong Kong media reported the fastest, while in China, Penguin's related reports were relatively timely and widely spread.

First, the traffic of Penguin Portal itself is very high; second, its reports are not as scrupulous as Sina, Sohu and other media; third, the degree of freedom of online media is relatively high.

However, the competition between Penguin and Yike was raging before, and now there are occasional confrontations and frictions in the advertisements of Yixin and Letter and New Q, and its reports are always prone to fun and accusations.

--What?Fang always has a cool tone, Heizi, Mr. Fang is obviously the warmest, he said to short Lehman, I shorted Lehman, he ended shorting, I ended shorting, he said hedge funds are doomed to fail, so I bought Yike stock, It’s hard for him to slay a hedge fund. I didn’t have time to cash out at a high level for the first time. He pulled the hedge fund out again to make it easier for me to ship. I don’t know if Mr. Fang is warm or not. ?

——What is a hostile takeover?Morningstar has lost more than 100 billion in market value within a year, and Mr. Fang is the best savior. He is the second largest shareholder of Morningstar, and he is not an outsider. Normal business behavior, how can this be called malicious?

——Fang is always a shareholder of Morningstar. I think he has been holding back on Morningstar’s performance for a year. If he really talked about a hostile takeover, why did Morningstar’s board of directors abstain and vote against it?Why did the poison pill fail?The management probably knows best who can help Morningstar.

——I am on the sidelines when shorting Lehman, I am on the sidelines of Yike anti-kill fund, I am on the sidelines of Yike anti-kill fund, the second time I am on the sidelines, Mr. Fang wants to become the owner of Morningstar... He is in Xiangjiang, the interests are related, the house has been mortgaged, the car has been sold, Respect the first shuttle!

On December 12, the small investment team temporarily formed by Yike held a meeting, and Fang Zhuo also attended the meeting to listen to the acquisition opinions in response to the new situation of Morningstar.

Each stock market has its own regulations. When the poison pill plan cannot be implemented, the analysis and advice of professionals are even more needed for the offense and defense of each other.

However, Fang Zhuo is still relatively passive until the insider trading investigation by the Xiangjiang City Supervisor is over.

In particular, from the opening of the market to noon today, Liang Gongwei, the major shareholder of Morningstar, has spent money to buy 1000 million shares of the company, increasing his shareholding from 26.8% to 27.6%.

If Liang Gongwei continues to absorb shares in the future, once he reaches the 30% limit, he will launch a mandatory offer first. If the offer is successful, it is doomed that Fang Zhuo will no longer be able to gain control.

Affected by the actions of major shareholders, Morningstar's share price rose from 17.9 to 18.86 Hong Kong dollars.

Because of today's new situation, there are also some differences of opinion within the Yike acquisition team.

"I still think Mr. Liang's move is more out of demonstration effect, and it is used to express his determination to control Morningstar."

"We all know Mr. Liang's entrepreneurial experience. He must not have sufficient funds. If he crosses the 30% mandatory offer line, he needs to show the funds for the overall acquisition. Based on the current stock price, at least 94 billion Hong Kong dollars."

"Even if Mr. Liang puts out his net worth, gets support from the bank, or borrows from a friend, and finally succeeds in making an offer and gets 50% of the shares, what about the cost of these investments?"

The minimum requirement for a compulsory offer is to obtain 50% of the equity, which is considered a success in terms of procedures, but the value of the entire equity must be prepared in terms of funds, so it is also called a mandatory general offer.

The speaker was Duan Fen, deputy director of Yike Investment.

He glanced at his colleagues present, and continued: "In the final analysis, the market value of Morningstar is supported by the market and business performance. Even if Mr. Liang spends so much money, Morningstar's basic market has not changed. What will he do next?"

"Besides, Mr. Liang must also consider a situation. We hold 14% of Morningstar's shares in our hands. If he dares to do that, and we sell them backhandedly in the secondary market, his shares will be greatly reduced in value. What will he do? ?”

"Mr. Liang needs to consider this point. Funding institutions that are willing to give him money need to consider this point. Peers who are willing to borrow funds need to consider this point. Therefore, I said, Mr. Liang is just expressing his position, and it is absolutely impossible to preemptively. He may continue Increase holdings, but the result is the same, and it must stop abruptly before 30%.”

Duan Fen fully explained his views, the opponent's situation is very embarrassing, he has means but also has scruples, he is afraid that Mr. Fang will come and Mr. Fang will leave.

Seeing that the other party wanted to talk, Fang Zhuo reached out his hand to end the dispute, nodded and said, "I'm inclined to be like this too. Mr. Liang is indeed courageous, but he doesn't want to make such a big bet. He's very angry, but he doesn't want to stab himself in the chest." .”

The person in charge has a desire to control the enterprise, but he is also a human being and will definitely consider his own interests.

Changing another shareholder who holds 14% of the shares may also consider the value of this share. However, Fang Zhuo is confident that everyone will have a recognition of their wealth and will not forget the Yike financial war in the first quarter of this year. Ups and downs of tens of billions of dollars at every turn.

Although Fang Zhuo wanted to keep a low profile on matters related to semiconductors, the matter has come to this point, and when it really comes to that point, he will never be lenient.

If you don't play, then don't play.

Of course, facing each other can also be regarded as a psychological game.

The meeting room was quiet again.

Fang Zhuo thought for a while, and said: "If the mandatory offer is less than 50%, it will definitely fail. We must also consider Mr. Liang's attempt to avoid the Hong Kong stock market regulations and try to meet the conditions. He is now at 27.6%. If it is not himself, but by him Other people who are affected, such as director Rong Tianxing, they have absorbed enough 22.4% of the shares, we still cannot complete the offer, and it is hard to say who is acting in concert.”

The shareholding in the board of directors is no secret to Fang Zhuo. Rong Tianxing currently holds 3.6% of the shares, and Zhou Zhongjun holds 4.2%. Even if only counting these two people, it only needs to absorb another 15.6% of the shares.

This 15.6% is 14.66 billion Hong Kong dollars at current prices.

In this way, there is no need to raise such a large-scale fund, and conditions that limit one's own compulsory tender offer can also be reached.

However, there may be a problem of people acting in concert, but Hong Kong stocks may not be able to support the definition at such a juncture, and there is still a time relationship.

Duan Fen, deputy director, nodded silently. Boss Fang reacted quickly and knew how to play with the rules.

Fang Zhuo said thoughtfully: "Instead of them getting people acting in concert first, why don't we do it first."

Another deputy director immediately said: "Hong Kong Stock Exchange's judgment on persons acting in concert, if there is no evidence to the contrary, investors cannot have equity control relationships, cannot be shareholders or managers of mutual companies, and cannot have a significant impact on their shareholding companies after participating in shares. , these need to be avoided.”

In other words, people with such close relationships as Xiong Xiaoge and Wang Fengyi cannot appear.

Fang Zhuo nodded slightly, did not continue talking about this topic, but just smiled: "It is indeed difficult to control a listed company."

Everyone nodded one after another, and the birds ate.

In addition to Mr. Liang's increase in holdings, what is discussed today includes his scorched-earth strategy of possibly selling assets to counter hostile takeovers, holding an extraordinary general meeting of shareholders to reorganize the board of directors, and other actions that have been studied.

From a long-term perspective, the opponent will fail, but what kind of morning star one's own side can get after victory also needs to be weighed.

Fang Zhuo waved his hand and got up to signal the end of the seminar.

He will make other arrangements for the effective means involved in the meeting.

After returning to the president's office, Fang Zhuo drank a cup of tea silently, and then said to the secretary: "Duan Fen's logic is quite clear, and his ability is not bad."

Liu Zonghong replied with a smile: "After all, he has a good resume in a major financial company."

Fang Zhuo nodded, considering the situation on the Hong Kong stock market.

After thinking about it for a while, the phone received a call from Liu Suyi from Yongke Real Estate.

Fang Zhuo pressed the voice: "Mr. Liu."

"Mr. Fang, I'm ready here. I've already negotiated with Shencheng Real Estate Group." Liu Suyi reported the situation, not only Shencheng Real Estate, but also the funds he personally raised from the bank.

"Wait on your side, I'll deal with Chenxing's matter first." Fang Zhuo said.

Liu Suyi: "Mmm... good."

Alright, what Mr. Fang gave is what I need...

He knew Wang Xiaowang very well, and said again: "Mr. Fang, I am here anytime."

Fang Zhuo reassured: "Don't worry, it won't take too long."

As the situation changed, Mr. Liang's Morning Star was going to stand in the front, and Yongke Real Estate could only be called a source of supplementary funds afterwards.

Liu Suyi hung up the phone, he knew about Chenxing.

Let me tell you something, people outside the wall really want to go in, and people inside the wall want to get out.

Mr. Liang is confused, even if Mr. Fang is really so malicious, even malicious enough to want to privatize Morningstar, there is still a lot of room for maneuver in the process.

Boss Fang is not the kind of person who doesn't talk about reason at all!

Liu Suyi has been looking for funds for the past two days, while also paying attention to the media's information disclosure. Liang is always a man, but Mr. Fang...sometimes he really can't be seen as a human being.

……

On December 12, there was no response from Fang Zhuo when the majority shareholder of Morningstar increased its holdings.

Fang Zhuo was not in a hurry, but the other person was a little impatient.

On that night, Liang Xirong Tianxing, one of the directors of Morningstar, accepted an interview with the media in Xiangjiang, and said that tomorrow he would increase his shareholding and raise a placard to Morningstar.

That is, he has to increase his holdings to at least 5%.

This is nothing more than an action in the discussion of the Yike team. Mr. Liang himself did not make a move, but instead let other people increase their holdings to avoid concerted actors.

But Rong Tianxing made such a direct statement, and even crossed the 5% line, which seemed unwise to Fang Zhuo.

Perhaps, Mr. Liang and the others are afraid that they don't know what Rong Tianxing and the others can increase their holdings?

After all, if they don't raise their cards, they don't have to disclose the changes in their shares.

Fang Zhuo found it interesting, this is a small offensive test, and he still uses offense as defense.

He did not accept a telephone interview with Hong Kong media and remained silent.

In the early hours of the morning, Shencheng was quiet, and Yang Weiyi, CEO of Morningstar, couldn't sit still.

He called Mr. Fang in the middle of the night to inform him of a possible news.

"Mr. Fang, I heard that Mr. Liang plans to hold an extraordinary general meeting of shareholders and re-elect the board of directors." Yang Weiyi said in a deep voice, "If this is the case, the new board of directors may pass the poison pill plan."

If this group of directors fails to pass, then another group will be changed. This is the result of the extraordinary shareholders' meeting.

"Is it really going to open or use this news to force you to change your voting position?" Fang Zhuo asked.

Yang Weiyi's eagerness was stabilized by this question, he thought for a while, and answered honestly: "I don't know, Mr. Fang, I really don't know."

"It may also be done with both hands. It is necessary to hold a shareholders' meeting and use this to put pressure on you. If the pressure can be converted into a vote, that's the best. If it can't be converted, then give it a go at the shareholders' meeting. "Fang Zhuo said calmly.

Yang Weiyi asked: "Then what should we do? The positions of Shi Deli and Xiao Shuoyuan..."

These two were the second time the board of directors still abstained from voting, while he and Lin Yongyu both voted against. Shi and Xiao are both old people, and they might have been persuaded by Mr. Liang's soft and hard tactics.

"Mr. Liang actually only needs one vote." Fang Zhuo reminded, "Mr. Yang, your attitude needs to be more firm. First, make sure their stance is firm. Mr. Liang needs to act both hard and soft, and you need it even more."

Yang Weiyi waits for the next article. If only one vote is needed, Shi and Xiao will have more room to maneuver when Mr. Liang instigates rebellion.

"You can directly express your opinion to Shi Deli and Xiao Shuoyuan. As long as the directors are re-elected, you will immediately leave Morningstar with the mainland department and join Yike. Make sure of their attitude first." Fang Zhuo said.

Yang Weiyi: "This..."

Cut through the mess!

However, this further tore apart the internal rift in Morning Star.

Fang Zhuo continued: "You don't want to be alone, you bring Lin Yongyu, um, Wei Boyun, um, Zheng Shunbo, Xue Xiaoyuan..."

He spit out the seven names of the senior management of Morningstar in succession.

This is a small fish death net break, and a big fish death net break without selling 14% of the shares in his own hands.

Yang Weiyi listened to these familiar names: "..."

This, um... Mr. Liang, why not, forget it, don't hold a board meeting, don't hold a shareholders' meeting, don't bother, it seems that you really can't beat Mr. Fang...