Reinventing the Millennium

"Morningstar Semiconductor, a tens-billion-dollar listed company in Hong Kong, has launched a battle for control. According to Hong Kong media, Morningstar's board of directors has rejected the adoption of the 'poison pill plan' for the second time. This news caused the share price of 'Cayman Morningstar' to fall again."

"External shareholdings have been stopped, internal directors have conflicts, and where Morningstar will go in the future is a matter of great concern to the majority of investors."

"What's very interesting is that just after there were voices within Morning Star that were determined not to let Mr. Fang take over, many investors spoke out. Morning Star's market value has been cut by more than half. It is better to sell it to Mr. Fang and let him bring it back to life."

"It must be said that Morningstar has not actually fallen to the point of death, but its business does face great challenges. Since the failure of the 3G chip project, Morningstar's TV chips have encountered strong challenges from MediaTek, the big M in Taiwan."

"As of December, Morningstar still has a 57% share of the TV main control chip market in China. However, it has dropped 11% from 68% in December last year."

"MediaTek increased from 8% to 19% during the same period, and the addition of brands such as Realtek, RDA, Samsung, and Novatek also brought changes to the market."

"In my opinion, the troubled Morningstar and Mr. Fang are a perfect match. The latter's many related businesses can bring new growth to the former."

"However, according to the news, Mr. Fang was seeking control of the company, which was unacceptable to Morningstar head Liang Gongwei. After the talks between the two parties collapsed, Mr. Fang brazenly increased his holdings and made another hostile takeover."

“Looking back now, it’s hard to help but sigh that the two parties who once cooperated well have reached this point, but this result seems to be reasonable.”

"Mr. Fang is familiar to all of us and is a well-known figure in the domestic business community."

"Even if I call him the number one person in the Chinese business community, I believe he won't face much opposition."

"From rising to prominence in 2000 to becoming the richest man in mainland China, he has experienced competition and has faced the Internet bubble, control of Sina, Sony's star products, Lehman financial crisis, Penguin communications giant... he has fought all the way."

"It can be said that without the opportunities of the times, the Yike Department would not be what it is today, but it can also be said that without the distinctive character of Mr. Fang at the helm, the Yike Department would not be what it is today."

"If his personality has warmth, Mr. Fang must have a cold and cold tone."

"Now, this influential figure in the business world has been pushed to the forefront again for his semiconductor kingdom. We will continue to pay close attention to who owns Morningstar Semiconductor."

Regarding the news about Morningstar Semiconductor, Hong Kong media reported the fastest, but in China, Penguin’s related reports were more timely and widely disseminated.

First, the traffic of Penguin Portal itself is very high. Second, its reporting is not as scrupulous as that of Sina, Sohu and other media. Third, the freedom of online media is relatively high.

However, the competition between Penguin and Yike was heated in the past, and now there are occasional conflicts and frictions between Yixin, Lixin and New Q's advertisements. Its reports are always prone to fun and accusations.

--What? Fang always has a cool tone, Heizi, Mr. Fang is obviously the warmest. He said to short Lehman, and I shorted Lehman. He ended the shorting, and I ended the shorting. He said that the hedge fund was doomed to fail, so I bought Yike stock. It’s hard to tell him directly that he tricked hedge funds. I didn’t have time to cash out at a high level the first time, so he pulled the hedge fund out again to trick me into shipping goods. Whether Mr. Fang is warm or not, others don’t know. Don’t I know? ?

——What is a hostile takeover? Morningstar has lost more than 10 billion in market value in a year, and Mr. Fang is the best savior. He is the second largest shareholder of Morningstar, and he is not an outsider. How can this be called malicious behavior if it is normal business behavior? ?

——Mr. Fang is a shareholder of Morningstar. I think he has been putting up with Morningstar's performance for a year. If there is really a hostile takeover, why did Morningstar's board of directors abstain and vote against it? Why didn’t the poison pill pass? Those managers probably know best who can help Morningstar.

——I stood by when I shorted Lehman, I watched when Yike counterattacked the fund, I watched when Yike counterattacked the fund for the second time, Mr. Fang wants to take over Morningstar... He is in Hong Kong, and the interests are related. The house has been mortgaged and the car has been sold. Respect the shuttle first!

On December 22, the small investment team temporarily formed by Yike held a meeting, and Fang Zhuo also attended to listen to the acquisition opinions in response to Morningstar's new situation.

Each stock market has its own regulations. When the poison pill plan cannot be implemented, each other's offense and defense require professional analysis and advice.

However, Fang Zhuo is still relatively passive until the Xiangjiang City Supervisor's insider trading investigation is completed.

In particular, from the opening of the market to noon today, Morningstar's major shareholder Liang Gongwei has spent money to buy 10 million shares of the company's shares, increasing his shareholding from 26.8% to 27.6%.

If Liang Gongwei continues to absorb shares, once it reaches the 30% limit, he will initiate a mandatory offer first. If the offer is successful, it is destined that Fang Zhuo will no longer be able to gain control.

Affected by the actions of major shareholders, Morningstar's share price rose from 17.9 to 18.86 Hong Kong dollars.

Because of today's new situation, there are also some differences of opinion within the Yike acquisition team.

"I still think Mr. Liang's move is more of a demonstration and is used to express his determination to control Morning Star."

"We all know Mr. Liang's entrepreneurial experience. The funds on his hands must not be sufficient. If the 30% mandatory offer line is crossed, he needs to show the funds for the full acquisition. Based on the current stock price, it is at least 9.4 billion Hong Kong dollars."

"Even if Mr. Liang spends his wealth, gets support from banks, or borrows money from friends, and finally makes a successful offer and gets 50% of the shares, what about the cost of these investments?"

A mandatory offer is a procedural success if at least 50% of the equity is obtained, but the value of the entire equity must be prepared financially, so it is also called a mandatory comprehensive offer.

The speaker was Duan Fen, deputy director of Yike Investment.

He glanced at the colleagues present and continued: "In the final analysis, Morningstar's market value is supported by the market and business performance. Even if Mr. Liang spends such a high price, Morningstar's fundamentals have not changed. What will he do next?"

"Besides, Mr. Liang must also consider a situation. We hold 14% of Morningstar's equity. If he dares to do that, and we sell it in the secondary market, his shares will be greatly depreciated. What will he do? ?”

"Mr. Liang needs to consider this, the financial institutions that are willing to give him money need to consider this, and the peers that are willing to lend funds need to consider this. So, I say, Mr. Liang is just expressing his position, and it is absolutely impossible to take the lead. He may continue Increase holdings, but the result is the same, and it will inevitably stop abruptly before 30%."

Duan Fen fully explained his views. His opponent was in an awkward situation. He had both means and scruples. He was afraid of Mr. Fang coming but also afraid of Mr. Fang leaving.

Seeing that the other party still wanted to talk, Fang Zhuo reached out to end the argument and nodded: "I am also inclined to this. Mr. Liang is indeed courageous, but he will not bet such a big bet. He is very angry, but he will not stab his own chest. .”

The leader has a desire to control the company, but he is also a human being and will inevitably consider his own interests.

If you change to another shareholder holding 14% of the shares, you may have to consider the value of this share. However, Fang Zhuo is confident that everyone will have awareness of their wealth and will not forget the Yike Financial battle in the first quarter of this year. The ups and downs of tens of billions of dollars are frequent.

Although Fang Zhuo wants to keep a low profile on matters involving semiconductors, he will never be lenient when it comes to this.

If you don’t want to play anymore, then don’t play at all.

Of course, the opponent can also be regarded as a psychological game.

The conference room became quiet again.

Fang Zhuo thought for a while and said: "The mandatory offer of less than 50% will inevitably fail. We must also consider that Mr. Liang tried to evade the Hong Kong stock regulations and tried to meet the conditions. He is now 27.6%. If it is not him, but his Other people affected, such as director Rong Tianxing, even though they absorbed 22.4% of the shares, we were still unable to complete the offer, and it’s hard to say who acted in concert.”

The shareholdings on the board of directors are no secret to Fang Zhuo. Rong Tianxing currently holds 3.6% of the shares and Zhou Zhongheng holds 4.2%. Even if only these two people are counted, it is enough to absorb an additional 15.6% of the shares.

This 15.6% is HK$1.466 billion based on current prices.

In this way, there is no need to raise such a large amount of funds, and the conditions for restricting one's own mandatory tender offer can be achieved.

However, there may be a problem of people acting in concert, but Hong Kong stocks may not be able to support the definition at such a juncture, and there is still a time relationship.

Deputy Director Duan Fen nodded silently. Mr. Fang responded quickly and knew how to play with the rules.

Fang Zhuo said thoughtfully: "Instead of them first getting the people acting in concert, it's better for us to get them first."

Another deputy director immediately said: "In the Hong Kong stock market's judgment on persons acting in concert, if there is no contrary evidence, investors cannot have equity control relationships, cannot serve as shareholders or managers in mutual companies, and cannot have a significant impact on their participating companies after taking shares." , these need to be avoided.”

In other words, people with such close relationships as Xiong Xiaoge and Wang Fengyi cannot appear.

Fang Zhuo nodded slightly and did not continue to talk about this topic. He just smiled and said: "It is indeed difficult to control a listed company."

Everyone nodded and cheered.

In addition to Mr. Liang's increase in holdings, what is discussed today includes his possible scorched-earth strategy of selling assets to counter hostile takeovers, convening an extraordinary shareholders' meeting to reorganize the board of directors, and other actions.

In the long run, the opponent will lose, but what kind of morning star one can get after victory also needs to be measured.

Fang Zhuo waved his hand and stood up to signal the end of the seminar.

He will arrange other effective means involved in the meeting.

After returning to the CEO's office, Fang Zhuo drank a cup of tea in silence, and then said to his secretary: "Duan Fen has very clear logic and good abilities."

Liu Zonghong smiled and replied: "After all, his resume in major financial companies is very good."

Fang Zhuo nodded and considered the situation in Hong Kong stocks.

After thinking about it for a while, there was a call on the phone from Liu Suyi of Yongke Real Estate.

Fang Zhuo pressed the voice: "Mr. Liu."

"Mr. Fang, I am ready and have reached an agreement with Shanghai Real Estate Group." Liu Suyi reported the situation, not only to Shanghai Real Estate, but also to the funds he personally raised from the bank.

"You guys wait there, I'll deal with Chenxing's matter first," Fang Zhuo said.

Liu Suyi: "Yeah... OK."

Okay, I need the talent Mr. Fang gave me...

He knew the big and small king very well, so he added: "Mr. Fang, I'm available at any time."

Fang Zhuo reassured: "Don't worry, it won't take too long."

As the situation changes, Mr. Liang’s Morning Star will be at the forefront, and Yongke Real Estate can only be called a source of supplementary funds afterwards.

Liu Suyi hung up the phone. He knew about Chenxing.

Let me tell you something, it’s true that people outside the wall want to get in, and people inside the wall want to get out.

Mr. Liang is confused. Even if Mr. Fang is really so malicious and even wants to privatize Morningstar, there is still a lot of room for maneuver in the process.

Mr. Fang is not the kind of person who is unreasonable!

While Liu Suyi was looking for funds these two days, he was also paying attention to the information disclosed by the media. Mr. Liang was a man, but Mr. Fang... sometimes really couldn't be treated as a human being.

…

Morningstar's major shareholder's increase in holdings on December 22 did not receive any response from Fang Zhuo.

Fang Zhuo was not anxious, but the other person was a little impatient.

Just that evening, Liang Xirong Tianxing, one of the directors of Morningstar, accepted an interview with the media in Hong Kong and announced that he would increase his shareholding tomorrow and raise his hand against Morningstar.

In other words, he wants to increase his holdings to at least 5%.

This is nothing more than an action in the discussion of the Yike team. Mr. Liang himself did not take any action, and instead let others increase their holdings to avoid people acting in concert.

But Rong Tianxing spoke directly like this, even crossing the 5% mark line, which seemed a bit unwise to Fang Zhuo.

Perhaps Mr. Liang and the others are afraid that they don't know what Rong Tianxing and the others can do to increase their holdings?

After all, without raising a flag, changes in the shares in their hands can remain undisclosed.

Fang Zhuo found it interesting. This was a small offensive test, still using offense as defense.

He did not accept telephone interviews from Hong Kong media and remained silent.

In the early hours of the morning, Shanghai was quiet, and Morningstar CEO Yang Weiyi couldn't sit still.

He called Mr. Fang late at night and informed him of a possible news.

"President Fang, I heard that President Liang plans to hold an extraordinary shareholders' meeting to re-elect the board of directors." Yang Weiyi said in a deep voice, "If this is the case, the new board of directors may pass the poison pill plan."

If this group of directors cannot pass, then a new group will be replaced. This is the result that comes to mind at the extraordinary shareholders' meeting.

"Are we really going to vote, or are we using this news to force you to change your voting stance?" Fang Zhuo asked.

Yang Weiyi's anxious mood was calmed by this question. After thinking for a while, he answered honestly: "I don't know, Mr. Fang, I really don't know."

"It may also be done with both hands, not only to hold a shareholders' meeting, but also to use this to put pressure on you. If the pressure can be converted into a vote, that is the best. If it cannot be converted, then give it a try at the shareholders' meeting. Fang Zhuo said calmly.

Yang Weiyi asked: "What should we do? The positions of Shi Deli and Xiao Shuoyuan..."

These two people still abstained from voting in the second board meeting, and he and Lin Yongyu both voted against it. Shi and Xiao are both old people, and they may have been persuaded by Mr. Liang's hard and soft tactics.

"Mr. Liang actually only needs one vote." Fang Zhuo reminded, "Mr. Yang, your attitude needs to be more resolute. First make sure that their stance is firm. Mr. Liang needs to use both soft and hard tactics, and you need it even more."

Yang Weiyi waited for the next step. If only one vote was needed, Shi and Xiao would have more room for maneuver to be instigated by Mr. Liang.

"You should express your stance directly to Shi Deli and Xiao Shuoyuan. As long as the directors are re-elected, immediately leave Morning Star with the Mainland Department and join Yike. Ensure their attitude first." Fang Zhuo said.

Yang Weiyi: "This..."

Cut the mess with a sharp knife!

However, this further tore the internal cracks in Chenxing even wider.

Fang Zhuo continued: "You don't want to be alone, you bring Lin Yongyu, um, Wei Boyun, um, Zheng Shunbo, Xue Xiaoyuan..."

He rattled off seven names of top executives at Morning Star.

This is a situation where the small fish is dead and the net is broken, and the big fish is dead and the net is broken without having to sell 14% of the shares.

Yang Weiyi listened to these familiar names: "..."

This, um...Mr. Liang, how about forget it, don't hold a board of directors meeting, don't hold a shareholders' meeting, don't bother, it seems like you really can't beat Mr. Fang...