In 2015, A shares staged a "Baowan dispute" equity competition drama, and finally Wang Shi withdrew from the board of directors of Vanke, Yao Zhenhua was revoked by the Insurance Regulatory Commission qianhai life qualifications and banned from entering the insurance industry for 10 years, Evergrande transferred equity to Shenzhen Railway, liquidated out, and finally Shenzhen Metro Group became the final winner.
Today, the "Baowan Dispute" can be said to have come to an end, but in the equity war, this kind of "martial arts" that hurt the enemy by a thousand and lost eight hundred to itself was "twittered" by the global social overlord for the second time to block the global new energy vehicle leader "Musk".
On April 4, according to documents disclosed by the U.S. Securities and Exchange Commission (SEC), Tesla CEO Musk held 73.49 million shares of Twitter's common stock, accounting for 9.1% of Twitter's common stock, and Musk became Twitter's largest shareholder. On the day of the announcement, Twitter's stock price once soared 30%, the largest one-day increase since its listing.
Subsequently, Twitter's board announced that it would welcome Musk to join the company's board, but at the same time said that if Musk joined the board, its shareholding ratio would be limited. Just as the market was speculating about when Musk would join Twitter's board, Musk chose to refuse to join. However, Musk's move has been interpreted by the outside world as a further acquisition of the company's shares.
On April 11, Musk's 13D filing with the SEC showed that there are no plans to buy more Twitter shares at this time, but its purchase is not restricted. The documents show that Musk holds Twitter common stock for investment purposes. In the future, he may buy or sell shares through open markets or through privately negotiated transactions, or he may transfer shares. The above decisions will be based on Musk's comprehensive consideration of market, stock price, personal financial situation and other factors.
On April 14, Tesla CEO Musk said in a filing with the U.S. Securities and Exchange Commission (SEC) that it would buy Twitter with $54.2 million per share in cash (total valuation of $41.4 billion, equivalent to 264 billion yuan). Musk said it was the "best and final" offer he would unleash Twitter's extraordinary potential. The purchase price is 18% premium to Twitter's closing price in the previous session and 54% to the price at which Musk first bought the company's stock on Jan. 28 this year. But Musk also warned that if Twitter refuses, he will reconsider "his status as a shareholder."
On April 16, Beijing time, after Musk proposed to privatize Twitter, Twitter officially responded: it will use the "poison pill plan" and hopes to prevent Tesla Musk from proposing to privatize Twitter.
According to a tweet post, if any individual or group acquires beneficial ownership of 15% or more of Twitter's issued common stock without board approval, other shareholders will be allowed to purchase additional shares at a discounted price. The program is one year old and will expire on April 14, 2023.
Twitter also noted that the Shareholder Rights Plan would not prevent the board from accepting the takeover offer if it believes the purchase price is in the best interests of the company and its shareholders. That is to say, as long as the price given by Musk is high enough, if it can impress the board of directors, the board is willing to accept the tender offer.
So what exactly is the "Poison Pill Project"?
"Poison Pill Plan" is a term invented by the famous American mergers and acquisitions lawyer Martin Lipton in 1982, which means that when a company encounters a hostile takeover, especially when the acquirer's shares have reached 10-20%, the company will issue new shares at a low price in order to retain its controlling interest. The purpose is to reduce the proportion of shares in the hands of the acquirer, but also to increase the cost of acquisition, so that the acquirer can not achieve the target of holding.
The "poison pill plan" is generally common, 1. Debt poison pill: This plan refers to the target company to significantly increase its own debt under the threat of hostile acquisition, reducing the attractiveness of the enterprise to be acquired. For example, the target company issues bonds and agrees that in the event of a large-scale transfer of the company's equity, the bondholders may request immediate payments, thereby exposing the acquiring company to a huge cash expenditure immediately after the acquisition, reducing its interest in acquisition.
2. Personnel poison pill: The plan means that all/most of the senior management of the target company jointly sign an agreement, and when the target company is acquired at an unfair price, and one of these people will be demoted or dismissed after the acquisition, all the managers will resign collectively. This strategy not only protects the interests of the target company's shareholders, but also causes the acquirer to carefully consider the significant impact of the post-acquisition change of management on the company.