Rebirth of America, this is my time

Although hostile takeovers are a very common operating method in business activities, when an acquisition invitation is actually issued, everything that follows must be in accordance with legal regulations.

If the acquisition proposed by the acquirer is a tender offer, then according to American law, the board of directors of the acquired party needs to submit a document to the SEC within ten working days indicating their attitude;

If the acquisition is a merger, then the shareholders of the acquiree need to vote on the merger agreement, and before voting, the acquiree also needs to send a proxy statement to shareholders, which contains the details of the merger agreement and the recommendation of the board of directors. The proxy statement It needs to be reviewed and approved by the SEC before it can be sent to shareholders. After that, it takes thirty days before a shareholders' meeting can be held.

It is precisely because America has clear legal provisions on acquisitions between companies, and the time intervals are relatively short, so when Ethan learned that Rockwell had acquired money from Allen Bradley, Commodore After making an offer to acquire MOS, he was eager to understand everything behind it.

And when he understands the inside story and finds a way to deal with it...

Now, those who sit firmly on the Diaoyutai can have fun for a while.

After all, judging from the current situation, Allen Bradley had already contacted Komodor, and Rockwell was the one who came out of nowhere.

Since both Komodo and Rockwell want patents, it is only natural to do one!

However, when Ethan came to Ballmer's office and leaned at his desk to watch Allen Bradley's press conference, the speech with an Upper East Side accent made him frown.

I am the chairman of Allen Bradley...I am very happy now because our company has been recognized by our peers...After our careful thinking and meeting discussions, we decided to accept every proposal proposed by Rockwell. shares...USD, totaling...USD.

Subject to regulatory and shareholder approval, the transaction is expected to close in the first quarter of fiscal year 1979... Upon completion of the transaction, Rockwell will become America's largest defense contractor and one of America's largest defense contractors. A new player in the personal computing world...

Allen Bradley's statement was brief and ended in less than two minutes, and their decision to accept was unexpected by Ethan, because once they accepted Rockwell's acquisition invitation, they would have to acquire Al Len Bradley's Rockwell can block Commodore's purchase of MOS.

This situation is not consistent with the fact that Bill Mensch told him just a few days ago that Allen Bradley, the parent company of MOS, had already reached an agreement with Commodore.

This shouldn't be...

“Under normal circumstances, shouldn’t Allen Bradley have rejected Rockwell?”

Then Rockwell proposed an extraordinary general meeting of shareholders and requested the reorganization of the board of directors?

This script is wrong!

Ethan couldn't figure it out.

Just when he thought it was a bit strange that Allen Bradley accepted Rockwell's acquisition invitation, in the evening of that day, before getting off work, MOS Technology also made an announcement.

The proxy statement submitted by our MOS Technology to the SEC has been approved by the SEC. From today on, we will actively discuss the merger with the company's shareholders... This transaction does not involve cash. After the stock exchange merger, all of the original MOS Technology Shareholders will hold close to...percent of the new company's shares...

If the shareholders' meeting passes the vote, we will immediately start the merger. According to the process, the entire merger can be completed by the end of the fourth quarter of this year at the earliest...

This news put a big question mark on Ethan's little head.

WTF?

Alan Bradley still wants to sell MOS to Commodore?

no! This is even more unscientific!

Because in this case, how can Rockwell obtain the patent for 6502 after buying them?

When MOS Technology and Komodo merged, Alan Bradley held shares in the new company. Judging from the current market value, even if there is a premium, it is only about 15%.

After Rockwell acquires Allen Bradley, all they will own are shares of the new company! When they are unable to control the new company, the patent owner of 6502 is Komodo!

If a company spends more than one billion but still cannot get the patent it wants...

So isn't this deal a huge loss?

Of course, if you look at it from another perspective, this deal is still profitable for Rockwell, because their main income is defense industry contracting. After absorbing Allen Bradley, they can become Aramco Liga's largest defense contractor, this allows them to make more money.

But the problem is, when Rockwell proposed the acquisition to Allen Bradley, it was clear that they would enter the personal computer industry! How could Rockwell give up control of cheap chips when they announced in a big way that they were going to build computers?

to be honest……

At this moment, Ethan really didn’t know what tricks these guys were playing.

Is it possible that Alan Bradley is trying to make a fuss?

Want to have Rockwell and Commodore fight directly?

Ethan crossed his arms and made wild guesses.

But on second thought, he rejected the idea.

First of all, Allen Bradley does not have the courage, let alone the strength. Although their market value of more than one billion has crushed 98% of the world's companies, compared with Ford, Morgan, and Rock Will the Weill and Carnegie families challenge them head-on? Not even if they are cats!

Secondly, if Allen Bradley is really making a fuss, then the beneficiary of the whole incident is him, Ethan Jones, and when both parties already have enmity, they will be kicked in the head by a donkey. Got it! It is impossible to do such a good deed of self-sacrifice for others!

so……

What's the problem with this whole thing?

Ethan thought hard.

He couldn't understand.

Because of this incident, he was absent-minded during dinner that night. When he went home to take a shower, he was made to scream like a slaughtering pig by the hot water falling from the sky. He had insomnia the whole night. After getting up with dark circles under his eyes, he Flynn didn't dare let him drive to the company in person.

If you don't sleep well at night, you won't have the energy to work during the day. When you encounter a problem that needs to be thought about, others may lie in front of their desks and stare at the relationship diagrams drawn by themselves all day long, but Ethan...

His state was almost like a fugue.

And just when Ethan was puzzled and almost lost his head, Commodore and Rockwell decrypted it themselves. They held a press conference regarding the acceptance announcement of MOS Technology and Alan Bradley, and at the press conference in Komodo, they stated-

This acquisition will allow us to open a new chapter for Komodo in the field of personal computers. We are confident to challenge Apple's leading position in the industry. Of course, in order to fair competition, we will continue to provide previous 6502 buyers with Chip, at the same time, we will also find new sales for 6502.

Not only that, we will also work hand in hand with Rockwell. After the merger is completed, the new company will unconditionally authorize 6502 to Rockwell. We will work with Rockwell to develop new chips and work hard to to bring cheaper and easier-to-use products to the public.”

‘? ? ? ’

Ethan's eyes widened at this shared decision.

After he turned his attention to Rockwell's press conference, the spokesman who held the press conference smiled and said:

The acquisition is not the end, but a new beginning. We at Rockwell will officially enter the personal computer industry and bring new consumer products to consumers...

At the same time, we will also cooperate with Komodo to develop an upgraded version of 6502, tap the maximum potential of this chip, and bring a better tomorrow to the general public...

Duang!

The Rockwell spokesperson’s words were like a bell, exploding in Ethan’s ears instantly!

Fuck!

Ethan jumped up from his seat!

He never expected this result!

He originally thought that Rockwell was engaging in some robberies, and Komodo would always shout twice - 'I was the one who came first! ’, but I didn’t expect that these two families were the same from the beginning to the end?

Is the so-called jealousy among peers just his imagination?

Have these guys been working on win-win cooperation from the beginning?

No - this result is too outrageous, right?

Ethan simply couldn’t believe his ears!

He simply couldn't understand how these giants could reach a consensus on a small chip!

Although time will prove that 6502 will be the most useful personal chip in the history of chip development, but now the value of this thing is only tens of millions of dollars. It is impossible for one after another giants with a guaranteed net worth of billions to unite together! And, judging from what Commodore and Rockwell said...

Are these people still here to punish me?

Ethan, who wanted to see them fight each other, only felt like he was living like a fool.

Oh! Sxxt! How can I, Ethan Jones, be able to let you all deal with me?

Did I dig up the ancestral graves of you people?

Ethan was cursing, and his face was as dark as the exhaust pipe of a car at this moment.

And since these guys don't respect martial ethics, then...

Don't blame him for swaying people!

Feeling that the matter was too outrageous, Ethan immediately skipped work, turned around and walked into Stanford. After waiting for him to knock on the door of the old principal's house, he sat on the sofa in the living room...

He immediately started crying.

Principal! - They bully people! -

Like pouring beans out of a bamboo tube, Ethan poured out his recent experiences.

To be honest, after seeing Ethan wiping away tears as soon as he entered the room, Fred Terman immediately felt his head buzzing, because Ethan's current performance was completely inconsistent with his previous performance.

In the past, Ethan had a softer hand and a tougher mouth when encountering problems.

I don’t care whether you are right or not, I am right anyway!

I don't care if you are right or wrong, I will scold you first anyway!

But now?

Did you start crying before you even wrote about the chip problem?

This makes absolutely no sense!

Although Rockwell and Allen Bradley, Commodore and MOS Technology have reached acquisition consensus, the two acquisitions have not been officially completed.

When each new sign has not been officially put up, everything is subject to change.

But after the old principal listened to Ethan's words, the words HP, HP and HP that Ethan kept mentioning made the old principal understand everything.

Okay, Okay, Okay... The old principal pressed his hands down and said, Ethan, I know HP has brought you huge trouble, so what do you want me to help you with now?

This act of taking the blame made Ethan's lips curl up slightly.

That's right! When Ethan discovered that the troubles he encountered were inextricably linked to the background behind him, his first reaction was to ask the people behind him to help!

He can be beaten, but the pain can't be in vain, right? You people on your own are more or less interested.

After the old principal asked him what he was thinking, Ethan stopped hiding it.

Wiping away the forced tears with his hand, he said: Principal, I want to know why Rockwell joined forces with Komodor? Is their target really me?

This question made the old principal look at Ethan deeply. After a moment, he shook his head with a smile and picked up the phone in the living room in front of Ethan.

After a while of transfers, the phone was finally connected, and the old principal began to give instructions in front of Ethan.

Help me check two things. The first thing is the acquisition of Rockwell and Komodo. I want to know all the details. The second thing is the strategic planning of Rockwell and Komodo. , I want them all in the past few years, and fax them to me after checking them.

Ethan didn't know who the guy on the other end of the phone was, but he knew that the information came quickly. He just chatted with the old principal for a while and said that the chip problem had been solved. Now when he was thinking about how to deal with it, the message on the fax machine came. The phone started ringing.

Press accept and the printer makes a beeping sound.

After waiting for about half an hour, a complete report with dozens of pages appeared in Ethan's hands. He wanted to show it to the old principal, but the other party waved him away.

Take it back and read it yourself. I'm not interested in these things.

These words made Ethan smile and thank him.

Returning to the office, he flipped through the documents carefully, and the contents of the documents were presented to him one by one.

The first is the acquisition of Rockwell and Komodo.

As Bill Mensch said, Commodore had actually contacted Allen Bradley as early as 1976 and expressed his acquisition ideas, but they and Rockway Your union...that's really an understandable 'coincidence'.

Because when Rockwell decided to stabilize its main business and expand into the consumer goods market, it had no intention of acquiring Allen Bradley personally. Instead, it went to Wall Street to find professionals to help them operate.

Finally, the company that took on the job was named Morgan Stanley.

Although after many years of development, the close relationship between Morgan Stanley and Morgan Guarantee Company is no longer as strong as before, there are still contacts that are closer than ordinary friends. Therefore, when Morgan Stanley discovered that Rockway After realizing that Er's goal was the same as that of his brother company, they brought together Rockwell and Komodo to reach a cooperation.

Shared chip.

In return, Morgan would help Rockwell clear out all Allen Bradley shareholders.

That is to say, the entire acquisition is carried out in the form of stocks + cash, with cash accounting for the majority.

If ordinary people were to judge, they might think that this kind of matchmaking is outrageous, but in Ethan's opinion, this kind of cooperation is very reasonable. When a transaction is completed and the new company is expected to become number one in the industry, most shareholders of the acquired party want equity in the new company.

First, stock trading can defer the payment of capital gains tax.

When shareholders of an acquired company accept a cash offer, they must immediately pay capital gains taxes, which reduces their effective gains.

Secondly, stock acquisitions allow shareholders of the acquired company to share in future growth and synergy benefits.

When this thing is placed on a company that is doing well, the stock is worth much more than cash.

In this case, it would be more beneficial for the acquirer's shareholders to ask a financial company to help them clear out the shareholders of the target company and complete the transaction with a large amount of cash.

Other small companies may not be able to do this, but Morgan...

That shouldn’t be too easy!

The agreement between Morgan and Rockwell was seven to three.

This ratio is already quite high.

It seems like this cooperation is really a coincidence... Ethan murmured.

But the next second he felt that he was a little unlucky.

Special code!

Cursing, he continued to read, but when Ethan turned his attention to the strategic plans of Rockwell and Commodore, he was confused by the contents of these two companies' plans.

Komodo had wanted to make computers with Altair as early as when the Apple Generation 1 was launched, so their strategic planning was all related to personal computers. Not only that, the report that the old principal obtained for him also noted their concern for cheap chips. The time, 76 years, is completely consistent with Bill Mensch's self-report, but the content after that... is a bit incomprehensible.

The document stated that after seeing Apple’s huge sales, Komodo wanted to obtain chip patents to curb the development of competitors, but was rejected by Allen Bradley on the grounds that they were confident that Invented the cheapest 16-bit chip in history.

These words echoed Chuck Perdor’s persistence.

In Ethan's view, Allen Bradley wanted to delay time for the company to sell at a high price, so he asked Chuck Paido to say that they were developing a 16-bit chip. This would not only block Komodo His mouth can better stabilize Ethan Jones and prevent him from taking money from chip production companies.

For this reason, Komodo hopes that his company's shareholders can help.

But those shareholders all refused.

This disappointed Komodor.

But when the time came to January of 1978, that is, at the beginning of this year, those shareholders took the initiative to help Komodo acquire MOS Technology, and they could have a clue in half a year at most.

This commitment caused Komodo's strategic planning to change instantly.

When all these words were captured by Ethan, his eyes immediately scanned down.

When he discovered that Morgan Stanley had only taken over Rockwell's order at the beginning of this year...

An endless smile suddenly appeared on Ethan's cheek.

Okay...

Rockefeller's investment makes you think I can be robbed, right?

I'll fuck your mother!

Although there were no subjective statements or verbal guidance in the entire report, Ethan could still see the weirdness in their behavior.

Because only one thing happened in January this year, and that was Apple accepting Wenlock's investment.

And when this happened, the group of Wall Street bastards began to become active...

If Ethan doesn’t know yet, they regard Rockefeller’s success as a clarion call to charge…

Then he shouldn’t open a company!

Take a shower and go to sleep!

And when these guys think that Ethan Jones is easy to bully and can be bullied...

ha--

Ethan laughed outright.

Hahahahaha——

He could no longer control his emotions, and tears filled his eyes.

He leaned back and fell on the boss's chair.

Covering his forehead with one hand, his body was trembling.

The crazy voice went from high to low until it disappeared.

The trembling body went from rapid to slow, and finally calmed down.

When he put his arms away...

His cheeks were already cold.

You want to rob, right?

You think I'm easy to bully, don't you?

I'm sorry, but compared to robbery, I, Ethan Jones, am not afraid of anyone!

Now that these guys have joined forces to make a game!

Since these guys want him dead!

Then don't blame him for stepping on the accelerator and accelerating like crazy!

He picked up the phone in the office and dialed Steve Ballmer's short number, asking the bald man to come to the office to meet him. After waiting for the bald man to close the door and enter the house, Ethan smiled and asked a previous question.

Steve, do you remember the scene when we first met? I asked you a question, that is, do you know a student in your school, a student who wrote code for Altair?

You didn't answer me then, so now I want to know, do you know him?

When this question came up, Ballmer, who showed confusion during the interview, nodded strangely.

Boss, I know William. Oh - William is Bill Gates. What's wrong?

The affirmative answer made the smile on Ethan's face grow wider, and he said, I will give you a task now.

You go find him.

Tell him I'm going to invest in him.

I have a project I want to do for him.

The final result of this project is on Apple.

You go ask him...

Would you like it?

Ethan's words stunned Ballmer for a moment.

After a moment, huge surprise appeared on his face.

Okay boss! I'm going now!

As he turned around, the fiery back made Ethan laugh again.

Shaking the document in his hand, the names of the financial companies on Wall Street were very eye-catching at this moment.

You sons of bitches think you can take over the computer industry if you get the chip?

nonexistent!

Because you don't know that the hardware is just the body of the computer, and the software is its soul!

And software?

ha!

No one in the world knows software better than me!