Chapter 331 Shark Repelling Clause
As time passed by, it was time for the cocktail party to end.
"Xu Jun, I have invited a few friends to go out and play together. You can come too." Hideo Fukuda invited.
"Forget it. I promised Xinmei that I would watch a movie with her at night."
After saying that, he handed over a stack of business cards.
"These are all organizations that plan to cooperate with me directly, but I rejected them all. It's up to you to take care of these business cards."
Hideo Fukuda breathed a sigh of relief. There was an endless stream of people around Xu Liang just now. He also noticed it, fearing that the other party would not be able to withstand the temptation and change his ways.
After all, compared to the grassroots team of Futian Fortune, the others are all giants in the Japanese financial field, and the two sides are really incomparable.
Looking at Xu Liang’s attitude now, it is obvious that it will not change the cooperation between the two parties.
“Thank you.”
Hideo Fukuda said solemnly.
Xu Liang smiled faintly, "You are a beautiful brother, and you will still be my child's uncle in the future. I will not hurt one of my own for a little benefit."
Listening to his ears, Futian was heartbroken. A smile appeared on Mei's face, and her body unconsciously moved closer to the man next to her.
"Xinmei is lucky to marry you." Hideo Fukuda said happily.
Xu Liang smiled and said: "It's getting late, so we'll leave first."
"I'll see you off."
"No, you are the protagonist of today's banquet. Let's entertain those guests. Try to raise more funds."
Having said that, Futian Hideo still stubbornly sent them to the door.
Get in the car.
“Xu Jun, thank you.”
"Yes."
Xu Liang responded in a low voice, raised his arm, and Futian Xinmei crawled into his arms like a well-behaved kitten.
Listening to the drum-like heartbeat, Futian Xinmei felt a strong sense of security in her heart, and she couldn't help but smile on her pretty face.
Feeling the woman's attachment, Xu Liang raised the corner of his mouth but did not speak.
Back at her residence, Fukuda Xinmei expressed how happy she was with practical actions.
All I can say is, I really enjoyed it.
After staying in Japan for more than half a month, Xu Liang flew to Xiangjiang.
It is already mid-May.
Hongmeng Company’s Xiangjiang subsidiary has been dissolved.
Although Hongmeng’s headquarters and international headquarters are registered here, their actual offices are in Beijing.
The only companies still in Xiangjiang are Hongyan and Hanhua.
Plop….
Water splashing.
Wearing a pair of big pants, Xu Liang swam happily in the swimming pool.
No. 33, Barker Road, has been completely renovated.
Five floors. The 1st to 4th floors are the office floors of Hongyan Fund.
The fifth floor is the residence Xu Liang prepared for himself in Xiangjiang. It has a huge area of 3,000 square meters and a lot of luxury. Xu Liang directly built an indoor swimming pool here.
The space on the roof is not wasted either.
A rooftop garden was created for company staff to relax and chat.
“Mr. Xu, this is the investment situation of Hongyan No. 1 Fund.”
He took the information from Xia Changsheng's hand and read it.
Apple 14.9%.
Amazon 15.2%.
NetEase 17.5%.
Sohu 18.3%.
Tencent 31% (Hanhua Jupiter No. 1 Fund holds 32%).
Yahoo Japan 10%.
Alibaba 42.3% (Hanhua Jupiter No. 1 Fund holds 7.69%).
Moutai 14.7%.
Wuliangye 11.3%.
Standard Chartered Bank 5.9%.
Put down the information.
"Has Standard Chartered Bank agreed to our conditions?" Xu Liang asked.
After holding more than 5% of the shares, the investment plan, which is the 13D document of the US stock market, must be disclosed to the London regulatory agency and Standard Chartered.
If it is just for financial investment purposes, forget it.
But if it is not for financial investment, then your investment purpose must be stated in the document. Is it an acquisition? Or something else?
Xu Liang did not intend to acquire, but he expressed his optimism for Standard Chartered Bank and operational suggestions in the equity documents, and asked the Standard Chartered Board of Directors to give Red Rock Fund a board seat.
In the field of mergers and acquisitions, investors like him are collectively called ‘active investors’.
“Not yet, I guess they are also discussing it internally.” Xia Changsheng said.
Xu Liang nodded slightly and pondered for a moment.
"Is there a poison pill plan within Standard Chartered?"
"No, but they have set up a shark repellent clause."
There are three main ways for companies to resist acquisitions: poison pills, shark repellents and golden parachutes .
Poison pills are formally known as "dilution anti-takeover measures."
When a company encounters a hostile takeover, especially when the acquirer's shareholding has reached 10% to 20%, the company will issue a large number of new shares at low prices in order to maintain its controlling stake.
The purpose is to reduce the proportion of stocks in the hands of the acquirer, which means diluting the equity and increasing the acquisition cost. The purpose is to prevent the acquirer from achieving the goal of controlling the shareholding.
Once the poison pill plan is adopted, it will have at least two effects: first, it will have a deterrent effect on hostile acquirers; second, there will be fewer acquirers interested in companies adopting the plan.
The poison pill plan is widely known in China. In 2005, Sina adopted the poison pill plan when facing the acquisition of Shanda.
In the end Shanda had no choice but to give up Sina.
As for the differences and characteristics of the inside-out poison pill and the outside-out poison pill, I won’t go into details.
Then there are shark repellent measures.
He appeared earlier than Poison Pill. The most typical ones are classified board elections, setting limits on shareholder actions, anti-green vote blackmail provisions, setting classified voting rights stocks (AB shares), and liability defenses.
In a word, the main purpose is to slow down the acquisition process and increase the acquisition cost.
The golden parachute can also be regarded as a shark-repelling measure, with the purpose of magnifying the acquisition cost.
Generally speaking, employee relocation payments that are triggered when there is a change of control of a business are known as ‘golden parachutes’.
Once triggered, employees can receive more than three times their average salary for five consecutive years.
"What kind of shark repelling clause?"
"Classified board of directors election."
Xia Changsheng explained briefly, and Xu Liang understood.
The so-called "classified board election" is to divide the company's directors into several different categories, and only one category of directors can be re-elected every year.
For example.
A 12-member board may divide directors into four categories, with each director serving a four-year term.
In the first year three directors called 'Category 1' may be submitted for election, in the second year 'Category 2' directors are elected and so on.
This means that a shareholder, even if he holds a majority of the shares, still has to wait three rounds of elections to gain control of the board of directors.
Moreover, the number of people on the board of directors has been limited by the company's articles of association. Even if you are dissatisfied, you can't control the board of directors by increasing the number of board seats.
And there is a fault clause in the classified board election.
Directors cannot be fired without reason unless it is fraud, violation of company regulations, etc.
That is to say.
Even if Xu Liang now controls 20% or even 30% of the equity of Standard Chartered Bank, he must abide by the company's articles of association and wait until the end of the year to participate in the board of directors election before he can obtain three board seats.
If you want three more, you have to wait another year.
It will take three years to control 7 board seats and completely control the board of directors.
In three years, for hostile acquirers, cucumbers have become cold.
Can the terms of ‘Classified Board of Directors Election’ be changed?
Yes.
As long as you control 68% of the company's equity, you can change the company's registration information.
But for hostile acquirers, this number is too much.
With this money, it would be great to make a direct tender offer.
As long as it works, if not, change the target.
“When is the election of directors of Standard Chartered Bank?” Xu Liang asked.
"September 16th every year."
"There are still four months."
"Yes."
After Xu Liang pondered for a while, "You put it Give me a copy of the shareholder list of Standard Chartered Bank."
"Okay."
"Also, there is no need to acquire the shares of Standard Chartered. Let's wait and see their reaction first."
Xia Changsheng nodded.
After the two discussed for a while, Xia Changsheng left.
Since you have come to Xiangjiang, you must pay a visit to Hanhua.
At present, Hanhua has two major business departments, venture capital and hedge funds. The former is mainly located in mainland China and Silicon Valley in the United States, and the latter is mainly located in Hong Kong.
The reason why I chose this place is because it is more convenient to get funds in and out.
"Mr. Xu."
A tall and thin middle-aged man with gold-rimmed glasses came up to him.
"Lao Guo, we haven't seen each other for a while."
Guo Shaojie smiled and nodded, "Since this year's annual meeting, I haven't met Mr. Xu offline. .”
When I have something to do, I either make phone calls or send emails. There are indeed very few opportunities to sit face to face like this.
Xu Liang smiled and sat down after arriving in the office.
"Now in the entire hedge fund sector, your Qinglong Fund has the best performance."
Guo Shaojie did not take the credit.
“I am just a manager. You are mainly responsible for the investment of Qinglong Fund. Good performance is also due to your sharp vision and picking good stocks.”
Xu Liang was not surprised by such an answer.
Several funds under Hanhua.
In addition to White Tiger Fund, he is responsible for the investments of Jupiter No. 1 Fund, Qinglong Fund, Xuanwu Fund and Phoenix Fund.
"Having said that, being able to get more stocks at a low price owes a lot to you as the trading director."
Wave your hand to interrupt Guo Shaojie's next words.
"We are all a family, so let's not say any polite words. Show me the statements of Qinglong Fund No. 1 and Fund No. 2."
Guo Shaojie nodded and waved.
The secretary who came with me quickly handed over the materials that he had prepared long ago.
Qinglong No. 1 Fund raises US$1.5 billion.
After investing in NVIDIA, BlackBerry, eBay, Yahoo, Qualcomm and Oracle last year, there was still US$162.6 million left.
This money was reinvested when Yahoo and eBay stocks appreciated, driving up the entire investment target.
All US$42.6 million was invested in BlackBerry. Under triple leverage, the original equity of only 3.7% was increased to 15.2%.
It needs to be emphasized that BlackBerry’s stock price fell after September 11.
Although the process is slow, after the sales caused by hot events subsided, many institutions chose to cash out.
After all, the rise of BlackBerry has been too short, and it is difficult for people to believe that it will become a giant like Nokia and Motorola.
But this also gave Xu Liang a chance.
It only cost US$70 million to acquire more than 15.2% of the equity.
BlackBerry has also become the company with the largest shareholding in Qinglong No. 1 Fund.
(End of this chapter)