Musk, a large family in the village, looks at the handsome little lady next door, and intends to occupy it, and the little lady's surname is Twitter, and the end is the national color of the city. However, Miss Twitter is quite chaste, resolutely refusing to commit herself to Ma Dahu, holding up a poison pill as a gesture to swallow, threatening Ma Dahu with a big deal of jade and stone burning...
This was the biggest hot news in the US stock market last week. Musk, the world's richest man, wants to turn Twitter into a private company, and Twitter responds with anti-takeover measures called the "poison pill plan" in finance.
How will this matter evolve in the future, what impact will Twitter sacrifice the "poison pill plan", and can Musk succeed in the acquisition?
The shares of a listed company are circulating and can be bought by anyone, but if an acquirer appears, the company's original shareholders or management do not welcome him at all, and even do not want him to become the majority shareholder of the company. Then this acquirer is a "hostile acquirer", and he also has a conventional name in finance, that is:
Barbarians at the doorstep.
The barbarian who is a hostile acquirer wields a financial stick and bangs on the company's door, not caring at all about the feelings in the heart of the little lady who was quiet in the door. Therefore, the barbarian and the little lady, the acquirer and the acquired party will often break out into an exceptionally wonderful financial war. A group of the world's smartest people make the most of the rules, devise one bizarre strategy after another, fighting in the open or in the dark.
Such acquisition wars in history have given birth to many classic cases and brain-burning stories, such as the "Baowan Dispute" many years ago - Baoneng Yao Zhenhua's acquisition of Vanke's Wang Shi. This time Musk's acquisition of Twitter, presumably the melon-eating masses can see a big drama of high-IQ game.
1
The background of this incident is that Musk initially complained on Twitter that he was always deleted and restricted. We are also familiar with this, which shows that the moon abroad is not so round. Trump's account was blocked, and Musk himself suffered a big loss.
Musk has a big mouth on Twitter, and there is no door on his mouth. In 18 years, he tweeted that he might privatize Tesla, that is, delist, but then he gave up the delisting plan, resulting in various operations by shareholders, and Tesla's stock price jumped up and down. For a listed company, there is a duty of prudence to make an announcement, at least to ensure the authenticity of the information. Then the U.S. Securities and Futures Commission believes that you Musk, as the boss of the company, have not been reviewed to send company-related tweets, is it involved in manipulating stock prices and misleading shareholders? So the U.S. Securities and Futures Commission will sue Ma Dahu, so that he can't eat and walk. Of course, this matter ended in a settlement between the two sides, Musk paid a fine of $20 million, and stepped down as tesla chairman, while promising that he could no longer send Tesla-related tweets, otherwise he would be fined. It's the most expensive tweet ever made.
Musk suffered a big loss, so his heart has always been in his heart. He has repeatedly said on various occasions that Twitter does not do so without freedom of speech. No matter what he thought in his heart, at least this acquisition was raised by him under the banner of "freedom of speech". The division is famous, and first occupy the moral highlands. He promised to delist Twitter and turn it into his own private company as soon as he completed his 100 percent stake in Twitter. At that time, Twitter will not be bound by the many rules and regulations of listed companies, so he Musk, oh no, then all Twitter users can not speak freely? This is his ideal of "world unity" and "freedom of speech". If it's just ordinary people who think about it, for example, if I think about it, I must be very excited when I think of it, I will choose to turn off the lights and go to sleep immediately - after all, there is everything in the dream. But helplessly, Musk is not an ordinary person.
Grandpa is the richest man in the world!
2
On April 4, Musk has quietly acquired a 9.2% stake in Twitter, becoming its largest shareholder, while Twitter's co-founders have only about 2% of the shares. Become your major shareholder, now I can speak, right? Sorry, no. Twitter was quick to respond, inviting Musk to join the board, but wanted to speak? No way. Twitter asked Musk to be only a simple financial investor, that is, to throw his hands in charge, not allow him to hold more than 15% of the shares, and there is no management right, and at the end of the year, the points are red. Isn't this a great injustice! My horse ye runs across the north and south, do I send you that little money? Since we can't talk about it, let's start fighting with real money. Musk launched a vote on Twitter, the content is whether to support his acquisition of Twitter, American netizens are also watching the hilarious melon eating masses, a time to respond to the crowd.
So on April 14, Musk officially filed an application for a "tender offer" with the U.S. Securities and Exchange Commission. The price tag he gave was "$54.20". That's 18 percent higher than Twitter's stock price on the previous session, but it's still no small distance from Twitter's peak of $73 last year.
According to Musk's offer, he needs to prepare at least $43 billion to buy Twitter. Although Musk is the richest man in the world, he does not have so much cash on his hands, and if he wants to sell his Tesla stake to raise money, he may have to sell a fifth of the Tesla stock he holds. It is estimated that Musk is reluctant to do so, and there is no need to exchange the control of his own son for a foreigner. Therefore, it is widely speculated that Musk has to borrow money from Wall Street. Counting the $10-15 billion he can come up with, he will make up another $20-30 billion through equity pledges and finding other investors.
This is a card on Musk's side, so what is Twitter's countermeasure? It is the "poison pill plan" that we mentioned at the beginning.
3
"Poison pill", as the name suggests, is to swallow this pill to first mutilate yourself, let the person who wants to buy you weigh it before the mouth, and feel a pang of nausea in the heart, so as to achieve the effect of preventing the acquisition. There are many ways to reverse takeovers, and the type of "poison pill" used by this sub-Tweet is also the most commonly used one: diluted poison pills.
The key to this poison pill is a sentence: dilute the shares of your own company, so that the acquirer can pay a larger price to buy the corresponding shares. Specifically, the plan is this, that is, when the foreign acquirer, Musk, obtained more than 15% of the company's shares, the poison pill plan was launched, and he gave all the original shareholders a right to buy the new shares issued by Twitter at only half the market price, while the foreign acquirers did not have this power.
For example, in the bun shop where Goose Shao originally had 8 shares of Goose Shao and a bunch of original shareholders, Xiaoming as a foreign barbarian accounted for 2 shares. At this time, the goose bun shop is worth a total of 100 yuan, and a share is 10 yuan. After the trigger conditions of the poison pill plan began to be implemented, except for Xiaoming, Goose Shao and other original shareholders, they all had the right to buy double the new shares at a price of 5 yuan. Assuming that all the original shareholders have operated in this way, then the proportion of all original shareholders has become (8 + 8) / (10 + 8) = 88% the proportion is much higher than the original 80%, and Xiaoming's shareholding number has decreased to 12% accordingly.
Because we only need to spend 5 yuan to buy a new stock, it is very cost-effective, so this operation is very beneficial to the original shareholders. For Xiaoming, his shares are diluted while he sits still, and he has to pay more money if he wants to continue to buy. And the poison pills may continue to occur later, causing him to buy no matter how hard he buys, it will always be difficult to reach a sufficient proportion.
In fact, this is a mathematical problem, you can understand it as "sugar water plus sugar, water becomes sweeter". (b+c)/(a+c)>(b/a), a b c>0
That is to say, for the acquirer, his shares are constantly diluted. Of course, this also has a risk for the original shareholders, that is, if they can't pay enough money to buy these new shares, their own shares may also be diluted. But in any case, the poison pill plan itself is still very effective, and it is almost rare to defend against the failure of the poison pill after the attack, because this is really unfavorable to the conditions of the acquirer.
So in response, is it possible for Musk to acquire Twitter?
At present, Twitter sacrifices this powerful poison pill, and in theory Musk will never be able to buy a sufficient proportion of the shares. Unless Musk sells Tesla and fights with Twitter until anyone has no money first. But then it loses its economy, not to the point. So if Musk wants to continue to buy Twitter, it is more likely that he will reach a private agreement with Twitter's board of directors to reach a settlement for a higher price than $54. Because the poison pill rule also leaves a hole, that is, when the board of directors agrees, it is still possible to reach an acquisition agreement with the acquirer. However, considering that there is still a Democratic Party behind Twitter, and a certain political attribute, the national conditions of the United States are not expected to allow him to do so.
Another way is for Musk to take the weapon of the law and take the lawsuit to the Securities and Futures Commission, saying that Twitter is in default. What's in it for you?
4
Regarding the poison pill plan, everyone will find out what its essence is, the same share of different rights.
Isn't it just that management gives itself a privilege and explicitly bullies foreign acquirers? Since your bun shop has been listed, then the free circulation of stocks is the first principle, why do you buy the stock of the bun shop for only 5 yuan, and others have to spend 10 yuan? Why is it that in order to maintain the dominance of management, you can modify the rules that are beneficial to you at will? Is this in line with the laws of the market? While safeguarding the interests of your original shareholders, have you infringed on the rights of other shareholders?
Should the same share have the same rights in the end. On this point, various countries in the world have given different answers. In the United States, this is legal.
Musk may not be able to overturn this situation, but he can use some of the rules and regulations of the law to find out what is not in compliance with Twitter, and if the SFC determines that the poison pill plan is invalid, then he will win. However, according to the US Securities and Exchange Commission's historical urinary nature of Musk, it is estimated that this trick is also more difficult.
In dealing with this issue, it actually reflects the different values of different countries. The same share and the same right are conducive to the unified circulation of equity in the whole country, and pay attention to an order. The different rights of the same shares protect the interests of the original shareholders to the greatest extent, are very flexible, as long as the people themselves negotiate well, the law does not interfere, and the emphasis is on freedom. As a bottom-up state, the United States was founded as a group of people who made an agreement to abide by together, and the states were highly autonomous. Therefore, this tradition of autonomy determines that in the capital markets, the law does not interfere too much, as long as you negotiate it yourself in the articles of association. The parliamentary system of capitalist countries basically has this characteristic.
We in China originally did not support the same share of different rights, but the previous year engaged in a science and technology innovation version, in order to welcome the ant listing, specially made a pilot, in the science and technology version can accept the same share different rights. Ant implements a unique system within which founders can enjoy voting rights beyond shares, which fully guarantees boss Ma's decision-making ability in management. The provision of the science and technology innovation version is equivalent to opening this opening for a certain company alone.
China's national conditions are different from those of the United States, with different traditions and different nature of its economic base. These have created different trade-offs between the two countries on the issue of different rights in the same shares.
It can also be seen that the wind direction of ant listing supervision in that year was completely different from what it is now. If there is no accident, many things on the Internet and real estate may be different from now... That's not much to say. As you can see, the poison pill plan, and even the different rights of the same shares, are from the perspective of the interests of the management, mainly safeguarding the interests of the management. The same share and the same right are more from the perspective of market managers, treat all investors equally, and promote the flow of capital factors in the market to a certain extent. Musk's dispute with Twitter actually implies the difference between the two values.
People with financial thinking often don't look at a problem and say that this view is good or that view is right, so it is not dialectical. Financial thinking tells us that all opinions are positions. Our biggest position should be to consider the economic benefits behind this view. From the perspective of ordinary people and the different perspectives of business managers and market regulators, we will come to completely different conclusions.
By extension, on the issue of the same shares and the same rights, the United States chooses to maintain a little more management, and its economic basis is that the United States is a country founded on capital, protecting the interests of founders in the enterprise, and stimulating the enthusiasm of entrepreneurs to a greater extent. If there is no such provision, after the expansion of many start-up companies, the founder's equity has long been diluted and ignored, then the final result may be that basically all the founders of large companies will be kicked out, which will seriously discourage the enthusiasm of entrepreneurs. But there are pros and cons. In turn, the WVR provision, after protecting start-up enterprises, in turn restricts the effective flow of capital, becoming the culprit for management lying on the merit book, and is not conducive to the survival of the fittest and long-term health of the entire market.
No system is so good that it is universally applicable, and China, as a country that does not recognize the different rights of the same shares, finally protected private entrepreneurs in the case of the Baowan dispute. This is the embodiment of Chinese wisdom, which fully interprets the word "flexible" in all aspects. Everything written on paper is "in principle".
And "not in principle" is actually OK. "In principle", in fact, it is not OK.
Let Musk on the other side of the ocean fight with Twitter again, the good drama has just begun.
If you think it is not bad, in principle, should you help the goose to point less "like" and forward it to support it? Of course, if the guest officer is happy to give a reward, it will be even more icing on the cake
![Twitter responded to Musk's acquisition intent through the "Poison Pill Program."[fig]](data:image/gif;base64,R0lGODlhAQABAIAAAP///wAAACwAAAAAAQABAAACAkQBADs=)