Go back to 1990 to start a business

Chapter 498 Voting of the Board of Directors

Anna walked into the office elegantly and said with a smile:

"Dear Mr. Scully, on behalf of Mr. Xia Chuan, Chairman of Yike Group, I am issuing an acquisition offer for Pingguo Company. The acquisition funds in our bank account have been frozen. You can inquire by phone. My phone number is on the offer. I hope to hear it as soon as possible. It’s up to the board of directors to decide on the outcome.”

She pushed the acquisition contract in front of Sculley.

Scully glanced at the acquisition offer and said expressionlessly: "We will consider it, but if the premium is less than 150%, there is little hope of passing it. I hope you won't be too disappointed."

Anna smiled and nodded: "I also hope you won't be too disappointed, our premium is 10%."

Scully's eyes widened suddenly, and his old face turned red: "Are you here to trick me?"

"Oh, if you think so, you suspect that you are going to resign early. I suggest you listen to other people's opinions. In addition, the acquisition offer has been submitted to the China Securities Regulatory Commission. Don't say you haven't received it. Farewell."

After Anna finished speaking, she turned around gracefully and walked away.

Scully was so angry that he felt cold all over. He originally wanted to tear up the acquisition offer in front of Anna, but Anna obviously had something in her words. Would you like to listen to other people's opinions?

What's the meaning?Can anyone else agree?

He opened the acquisition offer, and almost fainted when he saw it. It turned out that he still had 5% of Jobs's money?

Is his crappy company worth 5.00%?It's more like fooling public shareholders.

He was so angry that he threw away the acquisition offer, rubbing his temples and thinking, what did Xia Chuan mean?

Not 5 minutes later, the phone rang.

He picked it up without looking at it, and an old voice sounded inside: "Scully, I heard that Xia Chuan wants to acquire Pingguo?"

"Oh, Mr. Wilson," Scully suddenly felt bad and said quickly, "Xia Chuan is just playing tricks on us. He has no sincerity in the acquisition." He explained Xia Chuan's acquisition conditions.

Wilson said seriously: "How can you tell that there is no sincerity? The bank did not freeze the acquisition funds? Will the acquisition be sincere when the stock price drops to one yuan? Look at what you have done, drove away Jobs, and then destroyed the company. It's a mess, but you attend various dinner parties every day and live a very nourishing life?

Look at what Jobs did. Just last year, a Buddhist monk held a wedding ceremony for Mr. and Mrs. Jobs. The ceremony was as simple as asceticism. When the guests and the bride walked in, incense was burning and there were no wedding bells. , but the melody of reciting Buddhist scriptures.

The founder of such a great company and the soul of Pingguo was driven out of Pingguo by you because he was not despicable enough?Now that Xia Chuan is willing to acquire it at a premium to restore Pingguo's glory, are you still not satisfied?You'd better think about how to satisfy shareholders first!Otherwise you will be in a lot of trouble. "

After finishing speaking, he hung up the phone.

Scully finally understood what Anna meant when she asked him to listen to other people's opinions.

These words were full of threats, but there was no clue. The more Sculley thought about it, the more frightened he became. Who said that the price would drop to one dollar?

What kind of trick is Xia Chuan doing?Are you still here to deceive people like this?Wilson actually believed it?

Scully felt the problem was serious.

Immediately ask the secretary to call a meeting of the directors.

Pingguo does not have a chairman because its equity is too dispersed and the board of directors votes collectively.

Relatively speaking, Sculley has the greatest power, which is why there was chaos after Jobs left.

When Jobs first founded Pingguo, he originally had 30% of the equity. After going public and financing and selling off, only 11.6% was left when he finally left. It was not enough to convene a shareholder meeting and re-elect the board of directors, so he was kicked out.

In a fit of rage, he shorted all his shares, keeping only one share as a souvenir, or to reserve the right to attend the shareholders' meeting.

Therefore, Pingguo does not have a chairman seat and cannot be elected.

……

Eleven directors gathered together, but two independent directors did not come.

It was normal for the independent director not to come. This was an emergency board meeting, but the independent director was not from Pingguo Company.

Independent directors are generally entrepreneurs with high status and strong credibility, and they have no interest in the company.They are only responsible for supervising the board of directors to see if there are any illegal activities such as profit transfer. If it is a normal decision, they will definitely agree.

As for Pingguo's two independent directors, one is the president of Nike and the other is the president of Coca-Cola.

Sculley read the acquisition offer once, then glanced at the crowd, waiting for them to think.

Vice President Michael Spindler said calmly: "This acquisition price is too low. Xia Chuan may really think that we are dead, but we cannot accept this kind of acquisition. This is a shame."

Vice President Li Kai also said: "This price is unacceptable. Our valuation is so much lower than Dell? I don't think Xia Chuan understands high technology."

He is a Wanwan man with a doctorate in computer science. After graduating from the doctorate, he served as an assistant professor. His first company after leaving his job was Pingguo.Historically, he was kicked out by Steve Jobs in 96.

A director spoke: "Xia Chuan obviously wants Steve Jobs to be the CEO. This is the key. How can we cooperate with such a combative person?"

Another director retorted: "It turns out that Jobs was right. I agreed to the acquisition and that Jobs would come back to take over Pingguo. Such chaotic research and development should end. We need epoch-making products, and only Jobs can do it."

Everyone took turns to express their opinions, and as a result, nine votes were cast against it, and only two were in favor.

Even if both independent directors agree to the acquisition, it will not go through.

Scully breathed a sigh of relief.

He didn't want to be kicked out of the tie in this way, it would be a stain on his career.

But he still went through the motions and asked his secretary to call the two independent directors for their opinions.

As expected, the two independent directors had no objections.

Nine votes were against and four were in favor.

Fail.

The board of directors has a number of heads. No matter how many shares you hold, you have one vote.

The shareholding ratio is calculated only at the general meeting of shareholders.The general meeting of shareholders elects the board of directors, who exercises decision-making power.

Xia Chuan's acquisition is called the issuance of new shares in China. It is not the acquisition of the original shares, nor is it a full acquisition (that is called privatization and delisting).

Therefore, if the acquisition is completed, Xia Chuan and Jobs will have absolute control if they hold 55% of the shares. Like Dell, there is no need to even hold a shareholders' meeting, and whichever director they want to resign will have to resign.If they don't agree and hold a shareholders' meeting, then the two of them have the final say. Who would be so stupid?

But now the acquisition must be approved by the board of directors and then convened at a shareholders' meeting to complete the acquisition.

This is why Xia Chuan said it would pass in one month.

Sculley could only breathe a sigh of relief, because three of the nine people who objected were against the acquisition price, not the acquisition!

If Xia Chuan raises the price and all three of them are satisfied, then it will be approved.

"Then let's discuss what price is acceptable and give Yike a reply." Scully glanced at the three of them and said.