Digital business era: Details of the Grand Sina shopping merger case
Source: Internet
Author: User
On June 23, February 22, 2005, slogong Holdings (0409.HK) announced on the Hong Kong Stock Exchange that it would sell 4.96% of Sina's shares in the public market, when some market players saw the move as a signal that Duan Yongji had fallen. Another analyst believes that Sina's Board of Directors has set up a "shareholder equity plan" in a rush, but it is a blind eye, not intended to target Shanda, because Sina's directors (including Duan Yongji and Wang Yan) I have already had many communications with Shanda regarding the purchase, but I have not reached a tacit understanding on the details.
"This is a misunderstanding," Duan Yongji dismissed the above speculation in an interview with a media reporter. He said that the announcement of the board of directors of sitcom had nothing to do with the grand purchase of SINA shares. Instead, it was a rule to hold a special shareholders' meeting and seek approval for the future sale of SINA shares, and released according to the established schedule. He said, "four links will never do anything that hurts Sina ".
Grand "yangmou"
According to a person close to Chen Tianqiao, in October 2004, before deciding to take a stake in Sina, Chen had communicated with Sina's management and board of directors, hoping to hold Sina through an agreement, but was declined. Since then, Chen began to secretly contact Sina institutional investors in the United States, and secretly absorbing Sina shares through three companies registered in the Cayman Islands: Skyline Media Limited, Skyline International investment, and Grand Media Limited, among them, the equity holder of the shares held by Skyline Media Co., Ltd. is Chen Tianqiao's wife, Chen Xiaoyu and younger brother Chen Danian.
According to the Williams Act, which was enacted in 5%, the acquirer shall fulfill its disclosure obligations when obtaining a 5% or more stake in the target company, and submit a 13G form to the US Securities and Exchange Commission (SEC. Chen collected Shares of Sina through four affiliated companies, to avoid hitting the 5% critical point. Later, as Sina's share price fell sharply after the fourth quarter earnings report, Chen waited for the opportunity to buy a total of SINA shares to 19.5%, and submitted a 13D form to the SEC. Generally, this form is required only when the acquirer has the purpose of obtaining control of the target company. So far, Chen Tianqiao's intention has been revealed.
Afterwards, it was found that in the stock acquisition plan named "lightning plan" by Shanda, Sina's three shareholding institutions and one fund became Grand allies, these four organizations are also Grand shareholders.
According to an analyst, the proportion of the previous four shareholders currently holding Sina is 18.59%. In addition, with the grand shareholding, the proportion will reach 38.09%, and the proportion of Sina's main shareholders will reach 47%, if Shanda collates with these shareholders, it can basically control Sina's board of directors.
Data shows that in this round of acquisitions, the shares held by Sina and Grand co-shareholder Axa increased from 1.75% to 5.84%, while Morgan Stanley increased to 2.18%. "These joint shareholders are likely to play the role of a facilitator or mediator in the negotiations between Shanda and Sina's board of directors," said Xie Wen, CEO of xunnet, who is likely to stand on the Grand side in the future, advocate the merger of the two companies, because this is more advantageous to them.
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