企业收购像婚姻市场 Acquisitions are like the marriage market

企业的收购兼并像婚姻市场，一种是双方情投意合，坐下来协商怎么操办婚礼，这就叫“协议收购”。投资者和目标公司的股东，就进行私下的协商，然后商量我们的价格是多少啊，怎么来实现控股和兼并的目的。

Mergers and acquisitions of enterprises are like the marriage market. One is that the two parties agree and sit down to negotiate how to manage the wedding. This is called "acquisition by agreement." Investors and the shareholders of the target company negotiate privately, and then discuss what our price is, and how to achieve the purpose of holding and mergers.

跟协议收购对立的另外一种收购，就是“霸王硬上弓式”的恶意收购。所谓恶意收购，就是收购公司不经过目标公司的董事会的允许，就强行进行收购活动，希望取得控制权，成为大股东。

Another type of acquisition that is the opposite of the agreement acquisition is the "overlord" hostile acquisition. The so-called hostile takeover is the forcible acquisition of the acquiring company without the permission of the target company’s board of directors, hoping to gain control and become a major shareholder.

恶意收购，一般的目的就是，我要取得这家企业的控制权，控制董事会，所以原有的管理层自然地就很容易被取代或者架空。

The general purpose of a hostile takeover is that I want to obtain control of the company and control the board of directors, so the original management is naturally easily replaced or emptied.

所以，当收购方来的时候，如果一个目标企业不愿意就范的话，它肯定就会奋起反抗，所以它就会联合自己的投资银行设计种种的防御策略，击退收购者。

Therefore, when the acquirer comes, if a target company is unwilling to submit, it will definitely rise up, so it will work with its own investment bank to design various defensive strategies to repel the acquirer.

什么是“门口的野蛮人”？ What is a "barbarian at the door"?

所谓门口的野蛮人，就是泛指那些提出恶意收购的企业。但这里的“野蛮”和“恶意”，往往是针对被收购企业的管理层而言的。所谓的野蛮就是没有和被收购企业管理层达成共识就强行收购股份。

The so-called barbarians at the door refer to companies that propose hostile takeovers. But the "barbaric" and "malicious" here are often aimed at the management of the acquired company. The so-called barbarism is to force the purchase of shares without reaching a consensus with the management of the acquired company.

但是，从成熟的资本市场的经验来看，恶意收购有积极的意义。

However, judging from the experience of mature capital markets, hostile takeovers have positive significance.

试想一下，如果经理人管理不善，业绩低迷，在股权分散的背景下，小股东是很难发出自己的声音的，而收购方可以趁着股价较低的时候收购股票，迅速掌握公司的控制权，替换掉董事会和管理层，帮助小股东们出口恶气，管理者们会失去工作岗位和职业声誉，这是一个非常大的压力。

Imagine that if the manager is not well managed and the performance is sluggish, it is difficult for small shareholders to make their own voices under the background of dispersed equity, and the acquirer can take advantage of the low stock price to acquire stocks and quickly grasp the control of the company. , To replace the board of directors and management, to help small shareholders vent their evil spirits, and managers will lose their jobs and professional reputation. This is a very big pressure.

另外，恶意收购如果成功一定会伴随着严格的审计，如果董事会和管理层做过一些坏事儿，那就很难逃过去了。所以，“恶意收购”通常是被作为治理内部人控制现象的一个重要武器的。

In addition, if a hostile takeover is successful, it will be accompanied by strict audits. If the board of directors and management have done some bad things, it will be difficult to escape. Therefore, "hostile takeover" is usually used as an important weapon to manage the phenomenon of insider control.

什么是毒丸计划？ What is the poison pill plan?

毒丸计划就是在市场上非常常见的一种策略。毒丸计划的正式名字叫做“股权摊薄反收购措施”。

The poison pill plan is a very common strategy in the market. The official name of the Poison Pill Plan is called the "Equity Dilutive Anti-takeover Measures."

它的原理很简单，就是让除了收购方以外的所有股东能够用超低的价格买到新股，然后把恶意收购者的股权稀释掉，增加它的收购成本。更形象一点说，毒丸就像武侠小说里边写的，包在蜡油里边的一颗毒药，只有当恶意收购发生的时候，毒性才会触发，让这种恶意收购者中毒、退兵。

Its principle is very simple, that is, to allow all shareholders except the acquirer to buy new shares at an ultra-low price, and then to dilute the hostile acquirer's equity and increase its acquisition cost. To put it more vividly, the poison pill is like the one written in martial arts novels. A poison encased in wax oil is only triggered when a hostile takeover occurs, causing such a hostile takeover to poison and retreat.

2005年，新浪网就用毒丸逼退了盛大游戏的恶意收购。当年，盛大游戏风头正劲，陈天桥登顶了首富位置，他就将下一步的发展方向定在了传媒行业，所以在暗地里就开始在二级市场上不断地收购新浪的股票，也不跟人家新浪的董事会打招呼。

In 2005, Sina.com used poison pills to push back the hostile takeover of Shanda Games. Back then, Shanda Games was in full swing, and Chen Tianqiao ascended to the top of the richest man. He set his next development direction in the media industry, so he began to acquire Sina’s stock in the secondary market in secret, and did not follow. Sina's board of directors said hello.

一直到2005年2月19号，盛大突然发了一个很简短的声明，说已经持有高达19.5%的新浪股票，是新浪的第一大股东。更重要的是，由于这两家企业都是在美国上市的，按照美国的法律，一旦盛大持股达到20%，新浪和盛大就得合并财务报表。那么作为第一大股东，盛大就会成为新浪的实际控制人。

Until February 19, 2005, Shanda suddenly issued a very brief statement stating that it already held 19.5% of Sina’s stock and was Sina’s largest shareholder. More importantly, since these two companies are both listed in the US, according to US law, once Shanda's shareholding reaches 20%, Sina and Shanda will have to consolidate their financial statements. As the largest shareholder, Shanda will become the actual controller of Sina.

到这个时候，新浪才如梦方醒，意识到它自己面临着一场恶意收购，管理层就紧急开始了反击，然后他们在摩根斯坦利的帮助下，联合了很多律所，迅速地推出了毒丸计划。

By this time, Sina just woke up like a dream and realized that it was facing a hostile takeover. The management immediately began to fight back. Then, with the help of Morgan Stanley, they united many law firms and quickly launched it. The poison pill plan.

具体地说，当时新浪的股价是35美元，这个计划就是让除了盛大之外的所有的老股东用15块钱的超低价格购买新浪的新发股票，进行增持，然后把盛大持有的股份给稀释掉，让他们就卡在19.5%，达不到20%这个坎儿。如果盛大在二级市场再买的话，就再发行，再稀释，让盛大永远达不到20%。

Specifically, Sina’s stock price was US$35 at the time. The plan was to allow all old shareholders except Shanda to buy Sina’s newly issued shares at an ultra-low price of 15 yuan, increase their holdings, and then hold Shanda’s holdings. The shares are diluted, leaving them stuck at 19.5%, which is less than 20%. If Shanda buys again in the secondary market, it will be reissued and diluted again, so that Shanda will never reach 20%.

这个计划一推出以后，盛大被逼退了，就坐下来，和新浪谈判。但是新浪特别地决绝，就说不管你提什么条件，我就是不同意你进入董事会。所以，最后陈天桥没有办法，只能慢慢地分3次把自己买下来的这些新浪股份减持干净，这次恶意收购就宣告失败了。

Once the plan was launched, Shanda was forced to retreat, so he sat down and negotiated with Sina. However, Sina is absolutely decisive, saying that no matter what conditions you put forward, I just don't agree with you to enter the board of directors. Therefore, in the end, Chen Tianqiao had no choice but to slowly reduce the Sina shares he bought in three times. This hostile acquisition failed.

什么是白衣骑士？ What is a white knight?

毒丸计划在美国流行，但在中国就行不通，中国实施的叫法定资本制，也就是说你发行新股，必须通过股东大会。

The poison pill plan is popular in the United States, but it doesn't work in China. China implements a legal capital system, which means that you must pass a general meeting of shareholders if you issue new shares.

所以几年前处在风口浪尖的“万宝之争”，万科就不能用毒丸计划来击退宝能了，因为当时宝能已经是万科的第一大股东了，开股东大会，宝能怎么可能同意一个针对自己的毒丸计划呢？所以，在中国的法律环境下，毒丸计划实施的概率几乎为零。

Therefore, in the "Wanbao Controversy" that was on the cusp of a few years ago, Vanke could not use the poison pill plan to repel Baoneng, because Baoneng was already Vanke’s largest shareholder at that time. How could Baoneng be able to hold a general meeting of shareholders? Agree to a poison pill plan for yourself? Therefore, in China's legal environment, the probability of implementing the poison pill plan is almost zero.

那么万科采取的是什么呢？是另外一种反收购的策略，我们把它叫“白衣骑士计划”。

So what does Vanke adopt? It is another anti-acquisition strategy. We call it the "White Knight Plan".

白衣骑士这个词你一听就知道了，就是王子来英雄救美，也就是在碰到恶意收购的时候，企业去找一个跟自己的企业有合作关系，但是又不想控制企业的有钱人来控股自己，驱逐那个不受欢迎的登徒子，也就是恶意收购者，这就叫做白衣骑士策略。在万宝案中，最后入主的深铁集团就是白衣骑士。

You will know the word white knight when you hear it. It is the prince who comes to the hero to save the beauty, that is, when encountering a hostile takeover, the company goes to find a rich person who has a cooperative relationship with its own company but does not want to control the company. Controlling yourself and expelling the unwelcome disciple, that is, the hostile acquirer, is called the white knight strategy. In the Wanbao case, the last Shentie Group to take over was the White Knight.

白衣骑士策略在反收购战中被广泛地应用，比如前面提到的高盛帮助 ESB 反击 INCO 的恶意收购案例中，也是请来白衣骑士联合飞机制造公司协助，击退了 INCO。

The White Knight strategy is widely used in the anti-takeover war. For example, in the aforementioned hostile takeover case where Goldman Sachs helped ESB counter INCO, the White Knight United Aircraft Manufacturing Company was also invited to assist in repelling INCO.

资本市场中经常提及的“门口野蛮人”，其实是指一些恶意收购的企业。面对恶意收购，标的公司有“毒丸计划”和“白衣骑士”等抵御方式。但对于吃瓜股民来说，应该在恶意收购中看到盈利机会，毕竟被恶意收购盯上的都是好企业，收购方和管理层博弈的过程中，一定会想办法讨好和争取中小投资者，股价发生溢价的可能性非常高。

The "door barbarians" often mentioned in the capital market actually refer to some companies that have been acquired maliciously. In the face of hostile takeover, the target company has "poison pill plan" and "white knight" to resist. But for those who eat melon stocks, they should see profit opportunities in hostile takeovers. After all, good companies are targeted by hostile takeovers. In the process of the game between the acquirer and the management, they will definitely find ways to please and win over small and medium investors. , The possibility of stock price premium is very high.