Vol 4 Chapter 310: White knight

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Feng Yiping's journey was also a lot of turmoil, and people kept calling in, "Man, what new action do you want?"

In this regard, most of Feng Yiping did not give a clear answer, "Acquisition? We haven't registered a new company named Blue Ocean 2 yet?"

Although all the preparations are in place, before the last moment comes, he still hopes to take a peaceful way, which is the agreement acquisition, that is, the acquisition of Netflix in good faith, rather than the tender offer, that is, the hostile acquisition. Acquired Netflix.

If you have to use a hostile takeover method, it shows at least one problem. The board of directors of the acquired company excludes and disapproves of your takeover.

The United States, a country with a high incidence of mergers and acquisitions, has the most comprehensive anti-takeover strategy in the world. If Hastings leads the company's board of directors to strongly counteract Feng Yiping's tender offer, that is, a hostile takeover, the process will be very exciting.

Acquisition in this way, even if it succeeds, to a certain extent, it is unsuccessful. The integration of the acquired company, especially the integration of human resources, will be a very big problem.

For companies acquired in this way, he feels that it is still applicable to the “predators” mentioned above, which are disliked by investors and the Court of Justice.

And he acquired Netflix, of course, not for predatory intentions.

That's why he has high hopes for Randolph. If most of the directors are persuaded by Randolph, Netflix's board of directors can accept the agreement to buy, it will be the best outcome.

…………

Netflix's situation is a bit strange at this time.

After NEXTDOOR obtained a 7.23% stake in Netflix held by the Canadian Empire Commercial Bank Asset Management Company directly off the market, and it was rumored that Netflix was the coin star, the reaction of the employees when it was its next acquisition target was somewhat Polarization.

Some people are subconsciously opposed. They do not agree that the company will be taken over by unfamiliar outsiders, which will affect their current status and income.

After hearing this news, another group of people felt a little relieved.

Everyone can see the company’s development this year. In the past few days, there was a ruthless and fierce battle between the two co-founders. Afterwards, Mr. Hastings went uncharacteristically and seldom came to the office area to "work on duty". Concerns about the company's status and prospects.

Now that there are companies willing to acquire, that seems to be a good thing.

After Googled Feng Yiping and his NEXTDOOR on the Internet, their idea became more and more determined. There are examples of coin stars. They couldn't help but look forward to it. What plans have Feng Yiping set for his company? .

…………

The secretary knocked twice on the door and pushed open the door of Hastings' office with some concern, "Mr. Hastings, there are still 10 minutes before your scheduled meeting time."

"Oh okay," Hastings looked haggard at this time, his eyes were sunken, his hair was messy, and even the goatee that had been carefully repaired all the time was messed up, just like the dry grass on the grassland at this time... …, in short, there is really no demeanor.

After returning from Montreal, he stayed in the office for several days, so the office is now in a mess. The books and materials in the bookcases that were neatly stacked in the past are randomly piled up and down. An office, now it seems, some good days are over.

He hasn't seen guests these days, of course, it is really not suitable for receiving guests here.

Haggard, but excited, Hastings typed into the computer nervously. After typing the last few words, he pressed the Enter key heavily, "It's over!" He leaned back in his chair tiredly and looked at it. Look at the office and tell the secretary, "Clean up,"

"Ok,"

Hastings took a few minutes to clean his face, change his shirt, and rushed to the conference room at the last second.

In the conference room, there was no official representative of Feng Yiping at this time.

Although they currently hold more than 10% of the total share capital of Netflix, shareholders who do not understand the relevant laws and the related risks will at least appoint and remove directors in the articles of association , Especially appointments, do very harsh restrictions.

For example, to be simpler, it will stipulate the time for re-election and the number of people each time, re-election? Yes, wait until this term expires, and then only one shareholder representative can be re-elected each time.

So, do you expect to control the company by re-electing the board? Just wait!

According to Netflix's charter, Feng Yiping's representative will not be able to join Netflix's board of directors for at least six months.

As soon as he entered the door, he looked at Randolph, as if he had completely forgotten about the two of them hurting each other, he smiled very brightly at Randolph.

This brilliant smile made Randolph, who knew him very well, feel a little chill. There must be something today, or could it be that he has found a solution to the current crisis?

But is this possible? Aside from Feng Yiping's not yet officially announced the half-hidden acquisition of Pipa, this sluggish performance, weak stock price, and severe competition, how can there be any good solutions?

However, he was naturally alert.

"Hastings, what is the important matter?" asked a shareholder who had been notified and came temporarily from outside.

Like many high-tech companies in Silicon Valley, Netflix’s board of directors originally had many overlapping executives. This is the natural choice of many company founding teams to protect their own interests.

However, at the end of 2001, the rapid collapse of the energy giant Enron and the communications giant WorldCom finally led the U.S. government to finally promulgated the severe Sarbanes-Oxley Act last year, emphasizing that the board of directors of listed companies should strengthen the staffing of independent directors. Netflix only Can make corresponding adjustments. Currently, there are 7 independent directors among the 12 members of the company's board of directors.

"Naturally it is a major issue that everyone cares about," Hastings said, sitting down.

When he left Montreal and returned to Silicon Valley, he notified the board of directors to hold an interim board today, but the reason was not clear enough.

"It has something to do with this acquisition rumor?" said the elderly but looking angry shareholder, "I don't think this is really a bad thing,"

Hastings immediately gave Randolph a cold look, as if asking, "This is your grade?"

Randolph chose not to comment.

"At least, it helped the company, that is, it helped a few of you here, accomplish the goal you haven't been able to accomplish in more than ten months," the old director continued.

These words, that is really a slap in the face! Hastings and Randolph, who had already parted ways and walked back, had the same reaction after hearing them: at the same time they lowered their heads.

"Although we are also happy to see such a situation, we must realize that this is only a temporary phenomenon," this is an independent director held by a well-known financial expert. "However, according to my analysis of Feng Yiping, according to his recent I think that his NEXTDOOR has a great chance of wanting to acquire Netflix."

"This is a definite conclusion," Hastings said flatly. "He will definitely buy us. I think they are negotiating terms with some of our institutional shareholders on the sidelines at this time."

The directors looked different, and Hastings secretly sighed at this. If it had been before, it would have been a lot of opposition.

"So, the company, mainly you, who is also the chairman and CEO of the board of directors, how do you think about this problem and how do you plan to respond?" the director continued to ask.

"This is exactly what I am going to talk about this time. In the past year, although the company has worked very hard, it is only due to objective conditions that our business growth and the increase in our stock price are not ideal."

"However, the results are also remarkable. We have maintained a considerable growth rate despite the competition from a strong opponent like Walmart."

Originally, he should mention this year's earnings at this meeting, but the financial department's estimate of less than 10 million US dollars made him embarrassed to mention it.

"This fully shows that our Netflix team is a very good team,"

When he said this, he couldn't help but think of Feng Yiping, who had also said this to him several times.

"We are confident to overcome any difficulties and face any difficulties, so my team and I insist that Netflix should be led by us,"

"You will lead it," Randolph said heartily.

"We have a clear understanding of your wishes. Then the company decides how to compete with Wal-Mart and Blockbuster, which will soon launch the same business? And while competing, maintain a significant increase in revenue?" Another independent director ask.

"This is the second question I want to talk about." Hastings closed his eyes and massaged with both hands for a while. "These days," he opened and closed his eyes, his mouth kept moving. "In the past few days, I have been thinking about these issues. The sudden and strong intrusion of NEXTDOOR made me think of a way."

Randolph, who hadn't spoken, listened, and couldn't help but pricked his ears. The other directors were the same.

"My approach is that in the area of ​​online DVD rental, we can consider strategic cooperation with Walmart."

Is it to cooperate with the current biggest opponent?

Seeing everyone looking at each other, Hastings smiled and stood up, "First of all, this is equivalent to reducing us a strong competitor, allowing us to concentrate on market development; secondly, we are online leasing. Rich experience, coupled with Wal-Mart’s physical stores all over the country, and their strong strength will effectively promote our business improvement;"

"Finally, of course, in this way, to oppose some malicious mergers and acquisitions,"

"White knight?" Everyone knows now, this is the most commonly used strategy in reverse takeovers.

It seems that the three points that Hastings said are still focused on this last point. He intends to cooperate with Wal-Mart, the main purpose is to avoid being acquired by NEXTDOOR.

"I strongly disagree," Randolph finally said.

"I haven't finished yet," Hastings stood there, looking at him coldly.

"I firmly disagree," Randolph ignored him. "Sorry, I don't see any good in this plan. There are three points."

"First, even Hastings said that we have more experience in the online leasing field. This is our biggest advantage. Wal-Mart or Blockbuster cannot catch up. Cooperating with them cannot expand our existing Advantage,"

"Cooperating with them, with the support of their offline physical stores, will bring some convenience to customers, but at the same time, costs will also rise sharply, rent, labor costs, etc., and this is why we chose to conduct online This business is not the main reason for opening a physical store. You have not forgotten Hastings?"

"Secondly, for companies like Wal-Mart, I don't think they will compete with another company at a premium for us."

"Don't worry about this, I'm sure," Hastings interrupted Randolph a little anxiously.

He felt that he had not done enough, and he should have waived Randolph's seat on the board.

"Well, it did this and it succeeded. Netflix ended up being acquired by it. I don't see any difference in the ending."

"Moreover, I can be 100% sure that Wal-Mart cannot allow us to operate independently~www.wuxiaspot.com~ The best result is that it is integrated into its online leasing business department as a whole. It is naturally impossible for our team to maintain Complete, after that, if it really does, it will definitely be done well."

"Finally, judging from NEXTDOOR's last acquisition, the purpose of its acquisition is to make the acquired company better, not to use the acquired company to enhance its own strength,"

"So," Randolph looked around, "I think if you must make a choice between these two, then the result is obvious. I will choose NEXTDOOR and firmly disagree to send it to my door to be merged by Walmart."

The two co-founders held distinctly opposite attitudes, and the atmosphere of the board of directors was suddenly subtle and solemn.

"Cooperating with Walmart is a multi-tasking task. For the future of our company, I hope everyone can support my proposal. As for Randolph's concerns, I don't think this is a problem."

"Then vote," Randolph suddenly patted the table.

Hastingston was shocked, instinctively feeling something wrong. (To be continued.) Mobile phone users, please browse and read for a better reading experience.