My Age of Investment

Three hundred and ten, the poison pill plan

On February 18, 2005, Eastern Time, and Beijing time on February 19, Shanda announced: Shanda and its controlling shareholder have passed the secondary market transaction, holding 19.5% of Sina's equity, and in accordance with the relevant US laws and regulations, to the US Securities Regulatory Commission SEC Filed Beneficial Equity 13-D.

As soon as the news was announced, one stone caused a thousand waves!

Sina, Shanda share prices both rose!

The United States is not bad, but the domestic media has launched a series of reports.

It is described as a shocking merger. After the merger is completed, an Internet giant with 5 billion or 10 billion US dollars will be born. China's largest Internet company has opened the distance with Sohu and NetEase, and directly challenged international giants such as Google and eaby. .

As the media dug deeper, more insider information was uncovered.

In order to acquire Sina, Shanda used 230 million US dollars in cash, accounting for 60% of all the company's working capital, which is evident in its determination.

At the same time, coupled with Chen Tianqiao's aura of "the richest man in China at the age of 30", the outside world is more optimistic about this marriage.

Both Zhuangjia and Renee believe that Sina’s equity is too scattered, and the acquisition of 19.5% of its equity is already a fish on the chopping board, and it will be slaughtered by others.

Sina remained silent, did not accept interviews, and did not speak out.

In this context, the Lixia Fund under Envision Capital is bucking the trend, selling its stocks frantically and running wildly.

There is no need to worry about not paying the bill. A large number of institutions are optimistic about this marriage, and they are frantically scavenging goods in the market, preparing to earn the skyrocketing share price brought about by this wave of mergers.

Therefore, the shipment of Lixia Fund went smoothly.

"I heard that Chen Tianqiao has already entered Beijing and is negotiating with Sina. Do you want to keep a little bit and wait and see for a few days?"

In the office of Vision Capital, seeing that the employees were constantly selling off orders, but Shanda's stock price was hardly suppressed, and still maintained a slight rise, Liu Hai couldn't help suggesting.

Xia Jingxing glanced at the bangs in surprise.

Liu Hai hurriedly explained, "I mean to sell the principal and half of the profits, and keep half of the profits to fight for excess profits."

If it doesn't hang up, Xia Jingxing may agree with Liu Hai's suggestion,

After all, the negotiation between Shanda and Sina is still unknown, and even the merger hope is still more than 50%, and it has the upper hand.

"Sell it all, Chen Tianqiao will not sacrifice his own short-term interests. You can see that he only buys 19.5% of the equity. He never crosses the 20% line of holding positions. He can enter the main board of directors and retire. Selling to profit taking…”

The boss has spoken, and Liu Hai did not insist any longer, urging his subordinates to speed up the selling.

…………

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Four days later, Sina issued an announcement saying that it would launch a "share option plan", the so-called "poison pill plan", to prevent any third-party acquisitions, including Shanda.

Poison pills, also known as "equity dilution anti-takeover measures", will take effect once an unapproved party acquires 10% or 20% of the target company's shares.

The acquired company will issue new shares at a low price to other shareholders, excluding the hostile acquirer from the list of additional shareholders, so as to achieve the purpose of diluting equity.

Hostile acquirers can still buy shares in the secondary market, but due to the increase in new shares and the expansion of the total share capital, if they want to reach the holding line, or to obtain more equity, they will have to spend a lot of money.

The poison pill plan announced by Sina is that ordinary shareholders other than Kaishanda will get a $150 share option for each ordinary share they hold, and they can buy new shares at half price when Sina issues new shares.

Even if there are good people, Sina has a total share capital of 50.48 million shares, Shanda and related parties hold 9.84 million shares, and the rest of the shareholders who have share options together hold a total of 40.64 million shares.

Sina's share price is about $32, half the price is $16, and each common share has a $150 share option, that is, for each common share held, you can enjoy the right to buy 9.375 new shares.

These 40.64 million shares, after the poison pill is activated, can be additionally issued to 431.48 million shares, while Shanda is still 9.84 million shares, which will be diluted from 19.5% to 2.28% of the total share capital.

In addition to equity dilution, Shanda will also bear certain losses, because other shareholders are all new shares bought at half price of $16.

Shanda spent a total of 230 million US dollars to buy 9.84 million shares in Sina, and the average shareholding cost was more than 23 US dollars.

However, the poison pill has not been activated yet, and Shanda will only be activated if it buys another 0.5% of the stock.

This is actually to scare Shanda and let him pull back from the precipice.

If Shanda does not listen to advice, it must be prepared to lose money and dilute its equity.

If Shanda stops its actions, Sina can redeem the shares at $0.001 per share option.

It cost about $40,000 to settle the matter.

As soon as the news came out, Shanda's stock price fell.

However, all this has nothing to do with Vision Capital. They have already cleared Shanda's shares and are counting the results.

"Jing Xing, as you expected, Shanda is now in a dilemma.

We bought 1,036,800 Shanda shares at an average price of $21.22, and the average selling price was $33.7, resulting in a profit of about $12.9 million. "

Liu Hai said angrily: "If you retreat now, it is estimated that the profit will be cut in half. You should see it right."

Xia Jingxing smiled and said, "It's not yet time for the conclusion of the coffin, what kind of poison pill plan is actually a bargaining chip to put pressure on Chen Tianqiao at the negotiating table.

If he can make a good price, believe it or not, the management of Sina will immediately redeem all the stock options, a happy marriage. "

Liu Hai nodded, gaining a deeper understanding of business competition, and sighed: "The bustling and bustling are all for the benefit, you are right."

Xia Jingxing said, "Did Shanda not call us?"

"No, where can I care, it is estimated that many Shanda shareholders are now ready to sell and run away.

Shanda has spent so much cash on Sina. If they can't agree or merge, it will definitely be a huge bad news. "

Xia Jingxing nodded, originally worried that Chen Tianqiao would call to ask questions.

We just hit it off a while ago, but you are actually playing yin behind your back, how embarrassing is that?

But thinking about it carefully, even if Chen Tianqiao really found out, Xia Jingxing felt that the other party would not call to ask questions.

They're adults, and these accusations seem hilarious and useless.

At most, keep a distance from yourself in the future.

Xia Jingxing didn't have any moral baggage, and he didn't mean to cheat anyone, he just made a little money.

Liu Hai said: "Sina and Shanda have all cleared their positions, and got back US$44 million in principal and more than US$29 million in profits. Which stock should we deploy next?"

Xia Jingxing pushed the computer to Liu Hai, who looked at it and frowned: "Apple? They just completed the one-for-two stock split plan, and the stock price may not be optimistic in the short term."

Xia Jingxing did not explain too much, and said with a smile: "In addition to Apple, China's Focus Media and Baidu are also preparing to go public in the United States this year, so you can pay attention."

Liu Hai understood, Xia Jingxing didn't want to say more and wanted to study it carefully.

After comprehending Xia Jingxing's meaning, he did not ask any further questions, but made up his mind to study hard and not rely on the boss for everything.

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