Chapter 1165 White Knight
Feng Yiping had a lot of troubles along the way. People kept calling him, "Hey, what new moves are you going to make?"
Feng Yiping did not give a clear answer to most of the questions, "Acquisition? We haven't registered a new company called Blue Ocean 2 yet?"
Although all preparations were ready, before the last moment came, he still hoped to acquire Netflix in a peaceful way, that is, to acquire Netflix in a friendly manner, rather than to choose a tender offer, that is, a hostile acquisition.
If you have to use a hostile acquisition, it at least shows one thing, that is, the board of directors of the acquired company is repulsive to your acquisition and does not approve of it.
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 counter Feng Yiping's tender offer, that is, a hostile acquisition, the process will definitely be very exciting.
Even if the acquisition is successful in this way, it is unsuccessful to a certain extent. The integration of the acquired company, especially the integration of human resources, will be a very big problem.
He felt that the company acquired in this way was still suitable for the "predators" mentioned above, which were disliked by the majority of investors and the Court of Chancery.
And he certainly did not acquire Netflix for the purpose of plunder.
That's why he had high hopes for Randolph. If the majority of directors were persuaded by Randolph and the board of directors of Netflix could accept the agreement acquisition, it would be the most ideal outcome.
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The situation of Netflix at this time was a bit strange.
After NEXTDOOR directly obtained 7.23% of Netflix's shares held by Canadian Imperial Bank of Commerce Asset Management from the off-site, and heard that Netflix was Coin Star, its next acquisition target, the employees' reactions were somewhat polarized.
Some people were subconsciously opposed. They did not agree that the company would be taken over by unfamiliar outsiders, which would affect their current status and income.
After hearing the news, the other part of the people felt a little relieved.
The company's development this year is obvious to all. A few days ago, the two co-founders had a ruthless and fierce fight. Mr. Hastings later broke his usual habit and rarely came to the office area to "visit posts", which also deepened everyone's worries about the company's current situation and prospects.
Now there is a company willing to acquire it, which seems to be a good thing.
After Googling Feng Yiping and his NEXTDOOR on the Internet, their idea became more and more firm. With the example of Coin Star, they couldn't help but look forward to what plans Feng Yiping had set for his company.
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The secretary knocked on the door twice 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, his eyes were sunken, his hair was messy, and even his carefully trimmed goatee was a mess, just like the dry grass on the grassland at this time... In short, he really had no grace at all.
After returning from Montreal, he lived in the office for several days, so the office is now in a mess. Some books and materials that were neatly stacked in the bookcase are now randomly piled up. The good office now looks like it has run out of good days.
He has not received any visitors these days. Of course, this place is not suitable for receiving visitors.
Hastings, who looks haggard but excited, nervously inputs into the computer. After typing the last few words, he hits the enter key heavily, "It's over!" He leaned back in his chair tiredly, looked at the office, and told the secretary, "Clean it up."
"Okay,"
Hastings took a few minutes to wash his face and change his shirt, and rushed to the meeting room at the last second.
There was naturally no official representative of Feng Yiping in the meeting room at this time.
Although the Netflix shares they currently hold have exceeded 10% of the total share capital, even company shareholders who do not understand the relevant laws and risks will at least make very strict restrictions on the appointment and removal of directors, especially appointments, in the company's articles of association.
For example, if it is simple, it will stipulate the time and number of people for each re-election. Re-election? Sure, wait until the term of office is over, and then only one shareholder representative can be re-elected each time.
So, you expect to control the company by re-electing the board of directors? Just wait and see!
According to Netflix's charter, Feng Yiping's representatives cannot enter Netflix's board of directors for at least half a year.
As soon as he entered the door, he looked at Randolph. He seemed to have completely forgotten about the hurt they had caused each other recently, and smiled at Randolph very brightly.
This bright smile made Randolph, who knew him very well, feel a little cold in his heart. There must be something going on today, or did he find a way to solve the current crisis?
But is this possible? Putting aside the fact that Feng Yiping has not yet officially announced the acquisition, how can there be any good way to solve the sluggish performance, the stock price that has not improved, and the severe competition?
However, he was naturally alert in his heart.
"Hastings, what is the major event?" asked a shareholder who received a notice and came from another place temporarily.
Like many high-tech companies in Silicon Valley, Netflix's board members originally overlapped with senior executives. This was a natural choice for many company founding teams to protect their own interests.
However, at the end of 2001, the rapid collapse of energy giant Enron and communications giant WorldCom led the U.S. government to finally introduce the harsh Sarbanes-Oxley Act last year, emphasizing that the boards of directors of listed companies should strengthen the staffing of independent directors. Netflix also only We can make corresponding adjustments. Currently, among the 12 people on the company's board of directors, there are 7 independent directors.
"Nature is a big issue on everyone's mind," Hastings said as he sat down.
When he returned to Silicon Valley from Montreal, he informed the board of directors that a temporary board meeting would be held today, but the reason was not clear enough.
"Is it related to this acquisition rumor?" said the elderly but angry shareholder, "I think this is really not a bad thing."
Hastings immediately gave Randolph a cold look, as if to ask, "Is this your grade?"
Randolph chose not to comment.
"At least, it helped the company, that is, helped several of you here, to accomplish the goals that you have not been able to accomplish for more than ten months," the old director continued.
What a slap in the face! Hastings and Randolph, who had already gone their separate ways, had the same reaction after hearing this: they lowered their heads at the same time.
"Although we are happy to see this situation, we must realize that this is only a temporary phenomenon," said an independent director who is a well-known financial expert. "However, according to my analysis of Feng Yiping, according to his recent I think there is a high chance that his NEXTDOOR will want to acquire Netflix,"
"This is a definite conclusion," Hastings said decisively. "He will definitely acquire us. I think they are negotiating terms with some of our other institutional shareholders on the sidelines at this time."
The directors had different expressions, and Hastings secretly sighed when he saw this. If it were in the past, there would have been a lot of opposition.
"So, the company, mainly you as the chairman of the board of directors and CEO, what do you think about this problem and how are you going to deal with it?" the director continued to ask.
"This is exactly the issue I want to talk about this time. In the past year, although the company has worked very hard, due to limitations of objective conditions, our business growth and our stock price improvement have not been ideal,"
"However, the results are also remarkable. We have still maintained a considerable growth rate despite competition from powerful competitors like Wal-Mart."
Originally, he should have mentioned this year's income at this meeting, but the financial department's estimate of less than 10 million US dollars made him embarrassed to mention it.
“This fully demonstrates that our team at Netflix is a very good team,”
When he said this, he couldn't help but think of Feng Yiping, who had said this to him several times.
"We are confident that we can overcome any difficulties and face any difficulties head-on, so my team and I insist that Netflix should be led by us,"
"You will lead," Randolph said to himself.
"We clearly understand your wishes, so how will the company decide to compete with Wal-Mart and Blockbuster, which is about to launch the same business? And while competing, how will the company maintain significant growth in revenue?" Another independent director ask.
"This is exactly the second issue I want to talk about." Hastings closed his eyes and massaged them with his hands for a while. "In the past few days," he opened and closed his eyes without stopping. "I have been thinking about these issues these past few days. NEXTDOOR's sudden intrusion made me think of a way."
Randolph, who had been silent, couldn't help but pricked up his ears after hearing this, as did the other directors.
"My approach is that in the field of online DVD rental, we can consider strategic cooperation with Wal-Mart,"
Just cooperate with the biggest rival at present?
Seeing everyone looking at each other, Hastings stood up with a smile, "First of all, this is equivalent to reducing a strong competitor for us, so that we can focus on market development; secondly, we have a lot of opportunities for online leasing. The rich experience, coupled with Wal-Mart's physical stores all over the world, and their strong strength, will effectively promote our business improvement;"
"Finally, of course, this is the way to oppose some malicious mergers and acquisitions,"
"White knight?" Everyone immediately understood that this is the most commonly used strategy in anti-takeovers.
It seems that the focus of the three points Hastings mentioned is still on the last point. He plans 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 speaking yet," Hastings stood there, looking at him coldly.
"I firmly disagree," Randolph ignored him, "Sorry, I don't see the merits of this plan at all. There are three points."
"First, even Hastings said, we have more experience in the online leasing field. This is our biggest advantage. Walmart or Blockbuster cannot catch up. Cooperating with them will not expand our existing products at all. Advantage,"
"Cooperating with them and having the support of their offline stores will bring some convenience to customers, but at the same time, the cost will also rise sharply, such as rent and labor costs, and this is the main reason why we chose to conduct this business online instead of opening physical stores. You haven't forgotten this, Hastings?"
"Secondly, I don't think a company like Walmart 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 should also remove Randolph from the board of directors.
"Well, even if it did so and succeeded, Netflix also ended up being acquired by it, and I don't see any difference in the outcome."
"Moreover, I can be 100% sure that Walmart will not allow us to operate independently. The best outcome is to be integrated into its online rental business department as a whole. Naturally, our team cannot remain intact, and then it will not necessarily be able to do well,"
"Finally, judging from NEXTDOOR's last acquisition, its purpose of acquisition is to make the acquired company better, rather than using the acquired company to enhance its own strength,"
"So," Randolph looked around, "I think if I have to choose between these two companies, then the result is obvious. I will choose NEXTDOOR and firmly disagree to be acquired by Walmart,"
The two co-founders actually held completely opposite attitudes, and the atmosphere of the board of directors suddenly became subtle and solemn.
"Cooperating with Walmart is a win-win situation. 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 let's vote," Randolph suddenly slammed the table.
Hastings was startled and instinctively felt that something was wrong.
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