According to the agreement, the merger method is a new merger in the form of stock exchange (that is, stock consideration).
According to the terms of the merger approved by the boards of directors of both parties, shareholders of Time Warner will exchange shares of the new company at a ratio of 1:1; shareholders of AOL will exchange shares of the new company at a ratio of 1:1. Shareholders will own 55% of the new company's stock, and former Time Warner shareholders will own 45% of the new company's stock.
The closing stock price before the AOL merger was US$73, and the closing price before the merger of Time Warner was US$64. Through stock consideration, based on the total market value of AoL Time Warner (AoL time warner) of 261 billion yuan, the corresponding stock price was 73 yuan. The share capital was changed to 3,575,342,465 shares, AOL was changed to 1,966,438,356 shares, accounting for 55% of the total share capital; Time Warner was changed to 1,608,904,109 shares, accounting for 45% of the total share capital. %.
For AOL, the merger's valuation to its shareholders is actually only 75% of the market value price; while Time Warner's price in this merger has reached $120 billion, far exceeding its pre-merger market value, AoL and The Time Warner merger will be the largest merger in history.
The shareholders' meetings of the two companies discussed and voted to approve the formal merger agreement, and SEc and the U.S. Monopoly Commission have agreed to the merger of the two companies.
As one of the directors of AoL, Lin Chang also voted in favor according to Sun Jian's instructions.
Although Sun Jian knew that the stock price of Time Warner would decline after the merger in his previous life, because he was the major shareholder holding more than 5% of AOL shares, he needed to apply in writing to SEC to reduce his holdings to cash out. After approval, the reduction could be reduced within 90 trading days. Holding 1% of the total share capital, there is no chance of reducing the holding to less than 5% in less than a year. The stock prices of Internet technology stocks like AoL will skyrocket in 1999. After weighing the pros and cons, I did not go to any lengths to cash out.
AoL did not disappoint Sun Jian. Since its acquisition of Netscape Communications in November 1998, it has been pursued by investors and its market value has increased nearly 10 times.
On November 24, 1998, America Online (AoL) acquired Netscape Communications (Netscape) in a tax-free stock exchange for the equivalent of US$4.2 billion. The transaction was completed on the 25th, becoming Netscape Communications' first The major shareholder, Wukong Angel Investment Fund (wKIF) changed its holdings of 21,230,137 shares of AOL, accounting for % of the shares, and became the fourth largest shareholder of AOL, with a board seat. As a strategic investor, it is not Participate in the daily management of the company.
The highest share price of AOL reached US$480. After three 1-for-2 dividend splits, the closing price before the merger was US$73.
The shares held by wKIF now have become 169,841,096 shares. After the merger, the shares have become 148,662,739, which is equivalent to a 25% discount on the market value!
After America Online merged with Time Warner today, the shares held by wKIF accounted for % of the total share capital of Time Warner in the United States. There is no need to make a written declaration to the SEC before cashing out, and all can be sold in the secondary market.
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【My 1985】【】
Calculated based on the closing price of US$73 before the merger, the total market value of Time Warner held by wKIF is more than US$10.8 billion. Once sold, in addition to deducting transaction fees, there is no need to pay the capital gains tax of up to 20% on share transfers!
Sun Jian spent a lot of thought.
In the future, buy stocks in the secondary market and diversify your investments. The shares of a listed company held in one account should not exceed 5% of the total share capital!
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Tuesday, January 11, 8:40 am.
"Hello!"
"hello,"
Two Mercedes-Benz bulletproof vehicles drove slowly one behind the other and stopped at the entrance of the AtIc Securities Headquarters Sales Department. Andrew, the security director, and two powerful bodyguards wearing sunglasses got out of the first vehicle, loaded with guns and ammunition, and fired. He turned left and right and came to the area around the second car, paying careful attention to the passing pedestrians.
The car door opened from the inside, and Chen Jie and Chen Pengfei, who were wearing sunglasses, got out of the car. They guarded the car door with loaded guns and ammunition. Yu Jianguo and Sun Jian, who were wearing sunglasses, got out of the car.
The armed doormen Smith and Tom immediately recognized the big boss Sun Jian and the president Yu Jianguo who came to inspect. They straightened up and took the initiative to say hello.
"hello!"
"hello!"
Sun Jian stepped forward to shake hands with Smith and Tom. In the eyes of everyone, the low-key big boss had no airs.
…
After hearing the news, Li Huabin, Huang Weidong, Lin Chang, Zhao Guohua and others went out to greet him. After a while of greetings, everyone arrived at AtIc's institutional trading room.
"Mr. Sun!"
…
Stock traders Li Shaoming and Min Jianjun and futures traders Guo Hong and Li Jinbao stood up to greet them. Mr. Sun, who had never seen the beginning or end of the dragon, must be making big moves.
"Sit down, everyone has worked hard during this time!"
Sun Jian waved everyone to sit down. He already knew from Yu Jianguo's report that the sale of stocks of listed companies holding less than 5% of the shares in the Dow Jones market had been completed ahead of schedule.
The Dow Jones Index was not affected by AtIc's massive cash out, and it also rose by more than 300 points, or %, as the Nasdaq rose % after the New Year.
"Thank you, Mr. Sun!"
…
"Director Li, do you think the stock price of Time Warner will rise or fall after the merger?"
AtIc Securities Investment Department, led by Li Huabin and Zhao Guohua, now has more than 100 million U.S. dollars in self-operated funds. 10% of the profits are used as bonuses for AtIc management and ordinary employees, and 10% of the losses are compensated by AtIc management and ordinary employees.
Bonuses are linked to income, and the portion exceeding personal income tax will be directly deducted by the Financial Management Department and the personal income tax will be paid on behalf of the employee.
AtIc's stock investment department is composed of ministers, deputy ministers, investment assistants, stock analysts, stock traders and risk controllers. The stock investment management process includes investment target determination, investment product selection, investment decision-making, investment operations, risk control, and investment effect analysis. and investment reports.
The company has established a strict risk control system since its establishment and has implemented it conscientiously. The risk controller is directly responsible to Sun Shangxi, the director of the Supervision and Audit Department. If Sun Shangxi finds a problem, he will report directly to Yu Jianguo, or he can report to Sun Jian at a higher level.
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【My 1985】【】
If you don’t think, don’t learn, and don’t keep pace with the times, you will regress and be eliminated by the market.
Sun Jian checked everyone's actual abilities when he had the opportunity, and everyone was under pressure.
"Mr. Sun, I have a hunch that after the merger of Time Warner in the United States, the management philosophies of a traditional media company and an Internet technology company are different. It will take time to run in, and it will be difficult to achieve the benefits of one plus one greater than two. I think we should sell Wait and see after we get out.”
Today's VIP investment report of AtIc Securities recommends a cautious wait-and-see attitude towards Time Warner's investment in the United States.
Li Shaoming's eyes lit up. It was very likely that Mr. Sun came here to sell shares of Time Warner in the United States.
"Deputy Director Min, would you like to share your opinion?"
"Mr. Sun, AOL has increased nearly a hundred times since its listing and has accumulated a lot of profits. Everyone is optimistic about the future of American Time Warner. I think we should take profits and wait and see."
Min Jianjun also understood the purpose of Mr. Sun's visit today.
"I hope our forecast is right, and I'm here today to sell Time Warner stock."
Sun Jian smiled.
Li Shaoming and Min Jianjun breathed a sigh of relief.
