Rebirth of England

"Aren't you going to give me an explanation? John."

As John Smith expected, he received a call from Barron, but the call came a little later than he had expected.

"I'm doing this for the development of Sinclair Group, Barron."

"We don't have to go around in circles like this. You understand the crux of the problem. You inform us in this way, which already represents your choice."

Hearing Barron's aggressive tone on the phone, John Smith couldn't help but feel a little upset. He said coldly:

"I have no choice. You know, if Sinclair Group continues to expand, it will be restricted by the FCC, but Vanguard Group can help me eliminate this obstacle."

"It's such a shame... Good luck, John."

Hearing the sound of the phone hanging up, John Smith shook his head and said:

"It seems that His Highness the Duke is not in a very good mood..."

At this time, sitting opposite John, it was F. William McKenna III, the chairman of the Pilot Group. He blew out a puff of cigar smoke and said lightly:

"Anyone who suddenly faces such a thing will not be in a good mood, but there is no way, this is just a business behavior."

"But the shareholders' meeting has been postponed to the day after tomorrow. Is there really no problem?"

Seeing that John Smith was still worried about gains and losses at this time, McKenna III stood up and patted him on the shoulder:

"We were already prepared for this, weren't we? These two days are weekends. Before the shareholders' meeting on Monday, even if IC Capital or DS Holdings wanted to buy stocks from the secondary market, they would have no chance."

Generally speaking, some of the company's more important decisions will be voted on by the board of directors or the shareholders' meeting.

For example, the previous battle between John Smith and his elder brother David Smith over the positions of board members was decided through the voting of board members - the resolution method of the board of directors is that the board members vote, one person, one vote, and the minority obeys the majority.

This is also the reason why the number of board members is often chosen to be an odd number, to avoid the occurrence of tie votes.

However, major matters such as the reorganization, acquisition or sale of a company can often be voted on through shareholders' meetings - this is a competition to see which party gets the support of a greater proportion of shareholders.

The reason why John Smith chose to vote through the shareholders' meeting this time was also the result of discussions with McKenna III.

The Sinclair Group's board of directors originally had 11 members, but after the death of David Smith and John Smith becoming chairman, and the changes in Sinclair Group's shareholders, they reorganized the board of directors.

Sinclair Group's board of directors now has seven members, and the Sinclair family has two board members, namely John Smith and his half-brother. These two votes are controllable by John Smith, even if Canada If a director of the Pilot Group is elected, then they can confirm their support with only three votes, not a majority.

IC Capital and DS Holdings each have one board member, and these two board members must be their "opposition". As for the other two board members, including an independent director and a director of Fidelity Investments, they attitude cannot be determined.

Therefore, John Smith chose to vote through the shareholders' meeting. The proportion of shares he can control now is 30.25%. Adding the 7% shares held by the Pilot Group, they have at least 37.25% of the shares on their side.

The total shareholding ratio of IC Capital and DS Holdings is 30%. In addition, he chose to notify the other party on Saturday, so there would be no time to acquire shares in the market, which is safer.

"I have already talked with people from Fidelity Investments. Fidelity Investments will remain neutral in this vote, but the premise is that we have signed a price guarantee agreement with them for Sinclair Group's shares..."

McKenna III said:

"This also means that within the next 12 months, Fidelity Investments has the right to sell us their share of the Sinclair Group at the current share price. I promised you that, what about you? The Sinclair family Are the other shares safe?”

John Smith understood that McKenna III was referring to the shares of members of the Sinclair family who had previously sided with David Smith, including David Smith's personal shares held in trust by David Smith's widow as guardian, and Personal shares held by David Smith's two half-brothers, Duncan Smith and Robert Smith.

The personal shares held by the three at this time accounted for a total of 7.75%, which was the same as the personal shares held by David Smith, his brother and sister.

This is also what they are worried about. If Barron's side obtains the support of these 7.75% shares, then 37.75% of the shareholding ratio will be in the hands of the "opposition", which is higher than the 37.25% that they can clearly control at present!

"I already made it yesterday. They signed an agreement with my lawyer. Those shares will not be sold or entrusted later..."

John Smith sighed:

"I also paid a price for this. If the stock price drops later, I will also need to compensate them and pay them extra!"

"If that's the case, then there's no way Barron can veto our proposal."

You should know that the total shareholding of these major shareholders in Sinclair Group has accounted for nearly 83%. Therefore, Barron's 30% shareholding ratio is impossible to purchase more than 7.25% of Sinclair Group shares from the secondary market in the short term, which can surpass their 37.25% shareholding ratio.

At the shareholders' meeting, whether it is other small shareholders or institutions holding a small amount of Sinclair Group shares, they don't care who will control Sinclair Group in the future. They only care about whether the company's performance can bring them returns.

From this perspective, if the acquisition of Forum Media Group can be completed, Sinclair Group will own more than 220 local TV stations, including many profitable sports channels. There is no need for small shareholders to object to this.

"Then I'm looking forward to the expression of the 'Queen of Investment' at that time. It's a pity that her boyfriend, the Duke of England, will not attend this shareholders' meeting. I hope he can understand that this is just our business behavior..."

"Mr. McKenna, you mentioned the equity incentive before..."

Hearing John Smith talking about this topic, McKenna III laughed:

"Don't worry, Mr. Smith, our Pilot Group will reward those who bring us benefits. After the shareholders' meeting, we will sign this agreement with you. As the chairman of the larger Sinclair Group in the future, if the company's performance is outstanding under your leadership, you will receive generous rewards."