novelslam Chapter 186 Countermeasures
Chapter 186 Countermeasures
(Sorry, I didn't have time to write, it's getting late tonight. Consider this 5300-word chapter as compensation~)
Mid-August 1989.
It has been just fourteen hours since SA Investment’s top-floor office in Manhattan was raided.
New York, Lower Manhattan, Wall Street.
The morning sky was heavily covered by a thick layer of leaden rain clouds. A sudden downpour had just washed over the narrow financial street, and the towering neoclassical buildings on both sides resembled steep canyon walls, further dimming the already sparse sunlight.
There are just thirty minutes left before the New York Stock Exchange (NYSE) rings the opening bell.
Inside the massive M&A trading hall of Morgan Stanley's headquarters building.
The central air conditioning system hummed softly, and powerful streams of dehumidified cool air poured continuously from the ceiling louvers. Hundreds of Quotron (old-fashioned stock quote machines) were densely packed on long trading tables. The massive cathode ray tube screens flickered with high-frequency scan lines, emitting a faint greenish glow.
These intertwined lights illuminated the entire trading hall, making it resemble the control room of a submarine in the deep sea.
Next to the load-bearing column in the center of the hall stands a massive Dow Jones Broadtape.
These old-fashioned mechanical telecommunications devices typically only go into full-speed operation when the Federal Reserve announces its interest rate decision or when a major geopolitical event occurs that could shake the macroeconomy.
At this moment, it lies quietly in the shadows.
"Buzz—"
The internal servo motors started up without warning. The dull mechanical roar abruptly shattered the oppressive silence in the trading hall.
Immediately following was a series of extremely piercing and rapid impacts.
"Da, da, da, da, da!"
The brass printing needles pounded the built-in ink ribbon at an extremely high frequency, slamming the ink onto the wide roll of anti-counterfeiting telecommunications paper. The white paper with serrated edges was continuously ejected from the paper output roller, accompanied by a faint burnt smell emanating from the heating probe.
A trader on duty, wearing a striped suit, happened to pass by.
He was holding a paper cup coffee with an early Starbucks logo in his left hand when he was drawn to the sudden mechanical riot.
Steps came to a halt.
He turned around and walked toward the telecommunications machine that was spewing out paper like crazy.
Extend your free right hand. Pinch the edge of the freshly printed telecommunications paper, still warm from the ink and the machine's heat, between your index finger and thumb. With a flick of your wrist, pull downwards along the serrated edge of the metal.
"Sizzle."
The paper was torn off with a dry, crisp sound.
The trader lowered his head, focusing his gaze on the paper.
The bold black ink of the typeface wasn't completely dry, appearing somewhat glaring in the greenish ambient light. Above it was a brief news item, urgently pushed across the entire network by PR Newswire:
SA Entertainment has officially submitted a takeover offer to Hollywood giant Columbia Pictures.
[Offer: Five billion US dollars.]
Payment method: Full cash.
The trader's pupils contracted sharply in an instant.
at the same time.
"Drip—drip—drip—"
The highest-level electronic alarm pierced through the white noise of the air conditioner. The giant electronic scrolling screen, over ten meters long, hanging directly above the lobby, suddenly erupted with a blinding red light.
【SA Entertainment... $5 Billion... Columbia Pictures... All Cash...】
The glaring red letters scrolled across the black screen at an extremely fast speed.
Hundreds of eyes that were originally fixed on their respective desktop screens were forcibly pulled away by this blood-red light.
Within the vast space, a strange fault line appeared.
The hand flipping through the reports froze in mid-air. The paper slipped from the page. The arm holding the coffee cup stood frozen in front of the chest.
The hall fell into absolute silence for half a second.
It was as if all the air had been instantly sucked away by the weight of this "fifty billion dollars in cash".
Half a second later.
"Ring ring—!!!"
The brief pause was completely overturned by a deafening roar, like a tsunami. Inside the trading hall, hundreds of red internal telephones rang frantically almost simultaneously. The piercing electronic ringtones intertwined and overlapped, making one's eardrums ache.
Countless Wall Street elites in bespoke suits sprang to their feet.
The leather swivel chair, propelled by the reaction force, slid rapidly backward, slamming heavily against the tempered glass partition behind it with a series of dull thuds. A heavy file was roughly flipped open, the papers whistling dryly as they rubbed together.
Everyone was frantically grabbing the receiver, yelling the same name at the customers and partners on the other end of the line.
SA Entertainment.
This illogical, arrogant, and barbaric cash acquisition completely shattered all the common sense barriers on Wall Street in 1989.
……
Crossing a time difference of more than ten hours.
Across the Pacific Ocean.
Tokyo, Minato Ward, Shinagawa.
Night had fallen. The air conditioning in the special meeting room on the top floor of Sony's headquarters was biting cold.
The central air conditioning ducts emitted a low rumble. Outside the huge floor-to-ceiling bulletproof windows, the waves of Tokyo Bay rolled against the deep black night sky.
At the edge of the horizon, hundreds of high-powered engineering searchlights pierced the darkness of the sea at the Rainbow Bridge and the Odaiba reclamation site. The dazzling white light intertwined, illuminating the artificial island as bright as day. The metal booms of heavy pile drivers rose and fell in the intense light. A long line of black construction trucks, their headlights forming a continuous band of light, densely drove into the construction site along the temporary pier.
Even across the distant sea and thick double-pane glass, the physical tremors of hundreds or thousands of tons of concrete being hurled into the seabed seem to still be faintly transmitted through the earth's crust.
On either side of the long walnut conference table sat twelve core executives from Sony Group's mergers and acquisitions department. Their ties were loose, their shirt cuffs were rolled up, and each of their eyes bore the heavy, grayish hue left by long hours of working overtime.
On the table were piles of extremely complex financing and share swap plans that had taken a full six months to complete.
The document was stamped with a top-secret seal. Inside, it detailed how to issue bonds through Nomura Securities, how to leverage Citibank's leverage, and how to complete the acquisition of Columbia Pictures through installment payments.
The highest bid listed above is: $4.8 billion.
A huge rear-projection screen hangs on the wall at the front of the conference room. CNN (Cable News Network) breaking news is currently playing on the screen.
The blonde, blue-eyed news anchor was excited and spoke very quickly.
At the bottom of the screen, the words "5 BILLION CASH" scroll in huge red letters. The background of the image is frozen on the famous statue of the goddess holding a torch at Columbia Pictures.
Akio Morita sat at the very front of the conference table.
He was wearing a dark gray Italian-style custom suit, and his full head of silver hair was neatly combed.
"I'm sure you all know what the topic of this emergency meeting is."
Akio Morita pointed his finger forcefully at the cover of the multi-million dollar acquisition proposal.
"Feel free to share your thoughts. We need to resolve this issue as soon as possible."
A few seconds of silence fell over the room.
SA Entertainment.
The head of Sony's mergers and acquisitions department broke the silence in the room. He remained seated, his fingers rapidly tapping on the keyboard in front of him, retrieving publicly available registration information from the terminal.
"A shell company registered in the Cayman Islands. Five billion US dollars, all in cash. To mobilize such a massive amount of offshore liquidity without any market warning, even with the help of top Wall Street investment banks, would be extremely difficult to keep secret. The other party's fund concealment channels are very thorough."
The Minister of Justice, sitting opposite, opened the memo and ran his fingertips lightly along the edge of the paper.
"The target happens to be Columbia Pictures. We've been preparing for this acquisition for six months, contacting multiple Wall Street syndicates and U.S. legal representatives." The legal minister looked up, his gaze sweeping over everyone present. "Their offer was timed precisely just before we were about to finalize our hand. This level of information overlap warrants an immediate internal information leak investigation, along with an investigation of the U.S. investment banks that have contacted us."
"Investigating the leak will not salvage the current situation."
Another finance executive had his hands folded on the table, his eyes fixed on the offer price on the screen.
"The other party has made an all-cash public offer. Wall Street shareholders only care about real money. Our original share swap plus debt restructuring plan is not attractive in the face of our absolute cash advantage. If we forcefully follow suit and raise our cash offer, it will immediately break through the group's debt-to-equity ratio threshold for this year and trigger a downgrade warning from rating agencies."
The conference room was filled with the steady breathing and the hum of the air conditioning vents. The executives exchanged glances quickly, rapidly considering various contingency plans.
Akio Morita raised his eyelids.
"A multinational corporation lacking background in the film and television industry is attempting to independently swallow a Hollywood giant." Akio Morita's voice was low. "Given the extreme xenophobia of Hollywood's producers' union and actors' union, they lack the support of a robust ecosystem. Simply buying a shell with money will inevitably lead to severe incompatibility and internal resistance."
He folded the stained handkerchief and laid it flat on the corner of the table.
"Sony's strategy is 'hardware plus content.' We have global distribution channels for Trinitron TVs and Walkman players. This is an industrial value that pure financial capital cannot replace."
He turned his head and looked at the goddess statue holding a torch aloft on the screen.
"Contact the legal representative of SA Entertainment."
"Since the other party has ample cash flow, Sony can provide hardware ecosystem support and content management experience. We should extend an olive branch to them and explore the feasibility of a joint acquisition or cross-shareholding. Regarding controlling stake or board seats, the M&A department can provide a negotiation range acceptable to both parties."
"As long as Columbia Pictures can be brought into Sony's portfolio, some compromises in the process are completely within acceptable limits."
……
Washington, D.C.
The headquarters building of the U.S. Securities and Exchange Commission (SEC).
A heavy oak door was suddenly pushed open from the outside with tremendous force. The brass doorknob slammed against the hydraulic damper on the wall with a dull thud.
Arthur Vance sat behind his walnut desk.
He changed into a well-tailored white cotton shirt, his tie neatly pressed against the collar. He crossed his hands and rested them on his chin, his gaze fixed intently on the scrolling Nasdaq bottom-level trading logs through the eerie green light of the cathode ray tube monitor.
The tiny, volatile data points about extreme ultraviolet light source laboratories and precision machine tool companies are fluctuating at a steady pace.
At that moment, the office door was pushed open, and the head of the SEC's enforcement division strode into the office.
He was carrying a large stack of morning newspapers, still smelling of ink, and walking hurriedly. Arthur had barely looked up when he was already in front of Arthur's desk.
"Take a look at this."
The morning newspaper was tossed onto Arthur's desk.
The top copy of The Washington Post featured a striking headline in bold black letters on its front page:
[Japanese Capital Buys Up America's Soul? Columbia Pictures Faces $5 Billion Hostile Takeover!]
The supervisor said, wiping the few beads of sweat from his forehead.
"The switchboard on Capitol Hill has been down since this morning." He folded his handkerchief and put it in his suit pocket, his tone revealing barely concealed anxiety, but he maintained a restrained volume. "The Senate Commerce Committee has requested the SEC to intervene immediately. We've received an expedited order from above, requiring us to conduct a full review of the source of these five billion dollars in funding for SA Entertainment."
Arthur's gaze fell on the newspaper.
My gaze swept over the words "SA Entertainment" and "fifty billion US dollars".
Is it a case of striking first to gain the upper hand? And they've even offered five billion US dollars—that's quite a sum...
Only fourteen hours had passed since his raid on the Manhattan office. Instead of withdrawing funds or engaging in passive defense in court, the other side launched a massive, undeniable attack on the North American continent.
A calculated scheme.
The adversary had accurately calculated the prevailing xenophobic sentiment in American society. A $5 billion cash acquisition of a Hollywood giant was enough to instantly ignite a nationwide media frenzy. Under such deafening protests and intense political pressure, Congress would inevitably demand that regulatory agencies concentrate all resources to investigate the acquisition.
The SEC's investigative resources will be forcibly diverted from the underlying data network and redirected entirely to Hollywood. Those shell companies hidden in Luxembourg and the Virgin Islands will continue to safely accumulate semiconductor underlying technology assets, remaining out of everyone's sight.
The other party used a five-billion-dollar cash cascade to forcibly alter the direction of the entire national administrative machinery.
"Sir," Arthur sat up straight, placing his hands on the table, "those Cayman Islands accounts are engaged in subtle cross-buying, and the convergence point of the underlying supply chain is about to surface."
"They're deliberately trying to mislead us..."
The supervisor sighed, placed his hands on the edge of the desk, and interrupted Arthur.
"I know you've been following this line for a long time, Arthur." The supervisor's tone softened slightly, carrying a hint of helpless negotiation, but his tone remained firm. "But this is, after all, a political task. Data from a few machine tools won't interest the congressmen right now. For tomorrow morning's hearing, I need to see a preliminary review report on SA Entertainment. As for the irrelevant underlying data, move it to a low-priority archive and seal it away for now."
After saying that, without giving Arthur a chance to refute, the supervisor straightened up, turned around, and strode out of the office.
The oak door closed slowly under the pressure of the air damping. The metal lock clicked shut with a crisp sound.
The office fell silent again, with only the hum of the central air conditioning audible.
Arthur looked at the "Special Review Authorization Letter" left by his supervisor on the table.
The overwhelming public opinion and the directive from his superiors formed a physical barrier, successfully severing his administrative authority to continue tracking the underlying data of semiconductors.
He leaned back slowly against the leather chair. His hands were clasped together on his abdomen, his thumbs unconsciously rubbing against each other.
He quickly reconstructed the current situation in his mind.
The opponent's calculations were extremely precise. By using the massive sum of five billion dollars to attract the spotlight across the United States and create a political tsunami, they were able to cover up the fact that their offshore funds scattered in the Cayman Islands could continue to accumulate funds in the shadows.
His investigation was indeed completely stalled under normal administrative procedures.
Arthur's gaze swept across the black lead print on the "Special Review Authorization Letter" line by line, finally settling on the clause "Comprehensive verification of the source of funds".
A five-billion-dollar physical cash transaction cannot arise out of thin air. It must rely on an extremely large offshore pool of funds for support.
SA Entertainment and SA Investment share the same underlying financial structure, which is hidden in an offshore archipelago.
Congress and the public demanded a full review of the financial details of Hollywood acquisitions. This politically charged directive, imbued with a sense of urgency, legally granted the SEC the highest privilege to conduct thorough investigations into the relevant offshore accounts.
Arthur's clasped hands tightened slightly.
The adversary has thrown out a massive, overwhelming lure to divert attention. But this lure is so enormous that it fills the legal gap left by the SEC's previous inability to apply for large-scale account freezes due to "insufficient evidence."
Since it's impossible to continue tracing those tiny data links, the political privilege of investigating the Columbia Pictures acquisition can be used to cut off the other party's funding pool at its source. If an emergency freezing order is obtained from the Southern District of New York federal court, those related accounts accumulating semiconductor technology funds will also be paralyzed.
Will count.
Arthur straightened up, extended his right hand, and grasped the metal handle of the bottom drawer of his desk. He pulled it outward.
The slide rail emitted a faint, dry metallic friction sound.
He took out a red brass seal with the federal emblem engraved on the bottom. His wrist slumped slightly.
The seal fell heavily.
The brass base collided with the solid wood tabletop through a thin sheet of paper, producing a dull "bang".
The bright red federal ink spread across the blank space of the "Special Examination Authorization Letter," leaving a clear circular mark.