Rebirth of America, this is my era

Chapter 206 No one knows better than me

Chapter 206 No one knows better than me
Although hostile takeovers are a very common operating method in business activities, once a takeover offer is actually made, everything that follows must be done in accordance with the law.

If the acquisition method proposed by the acquirer is a tender offer, then according to American law, the board of directors of the acquired company needs to submit a document to the SEC within ten working days to indicate their attitude;

If the acquisition method is a merger, the shareholders of the acquired party need to vote on the merger agreement. Before the vote, the acquired party also needs to send a proxy statement to the shareholders, which contains detailed information about the merger agreement and the board of directors' recommendations. The proxy statement needs to be reviewed and approved by the SEC before it can be sent to shareholders. After that, a shareholders' meeting can be held after a period of thirty days.

It is precisely because America has clear legal provisions on inter-company acquisitions and the time intervals are relatively short, so when Ethan learned that Rockwell had made acquisition offers to Allen Bradley and Commodore had made acquisition offers to MOS, he was eager to find out everything behind it.

And when he understood the inside story and found a way to deal with it...

Now, I can just sit back and enjoy myself.

After all, judging from the current situation, Allen Bradley had already contacted Komodor, and Rockwell was the one who showed up halfway.

Since both Komodor and Rockwell want the patent, it is only natural that they do it!
However, when Ethan arrived at Ballmer's office and leaned against his desk to watch Allen Bradley's press conference, the speech with an Upper East Side accent made him frown.

"I am the chairman of Allen Bradley... I am very happy now because our company has been recognized by our peers... After careful consideration and discussion, we decided to accept Rockwell's acquisition offer of... dollars per share, a total of... dollars."

"If all regulatory and shareholder approvals are obtained, the transaction is expected to be completed in the first quarter of fiscal 1979... After the transaction is completed, Rockwell will become the largest defense contractor in the United States and a new player in the personal computer field..."

Allen Bradley's statement was brief and ended in less than two minutes, but their decision to accept was beyond Ethan's expectations, because once they accepted Rockwell's acquisition offer, Rockwell, which acquired Allen Bradley, would be able to block Commodore's purchase of MOS.

This situation was inconsistent with what Bill Mensch had told him a few days ago, that MOS's parent company Allen Bradley had already reached an agreement with Komodor.

"This shouldn't be..."

"Under normal circumstances, shouldn't Allen Bradley have rejected Rockwell?"

"Then Rockwell requested an extraordinary shareholders' meeting to reorganize the board of directors?"

“This script is wrong!”

Ethan was a little confused.

Just when he thought it was a bit strange that Allen Bradley accepted Rockwell's acquisition offer, MOS Technology also issued an announcement in the evening, near the end of the get off work day.

"The proxy statement submitted by MOS Technology to the SEC has been approved by the SEC. From today on, we will actively discuss the merger with the company's shareholders... This transaction does not involve cash. After the stock exchange merger, all shareholders of the original MOS Technology will hold nearly %... of the shares of the new company..."

"If the shareholders' meeting approves it, we will start the merger immediately. According to the process, the entire merger can be completed by the end of the fourth quarter of this year at the earliest..."

This news made a big question mark appear on Ethan's little head.

WTF?

Allen Bradley Still Selling MOS to Komodor?

No! This is even more unscientific!

Because in this case, how could Rockwell obtain the patent for 6502 after purchasing them?

When MOS Technology and Komodor merged, Alan Bradley held shares in the new company. Judging from the current market value, even with a premium, it would only be around 15%.

After Rockwell acquires Allen Bradley, they will only own shares of the new company! When they cannot control the new company, the patent owner of 6502 will be Comodor!
If a company spends billions and still can’t get the patent it wants…

Wouldn’t this transaction be a huge loss?
Of course, if you look at it from another perspective, this deal is still profitable for Rockwell, because their main source of income is defense industry contracting. After absorbing Allen Bradley, they can become the largest defense contractor in the United States, which can make them earn more.

But the problem was that when Rockwell proposed the acquisition to Allen Bradley, it clearly stated that they would enter the personal computer industry! When Rockwell had already made a big statement that they wanted to make computers, how could they give up control of cheap chips?
to be honest……

At this moment, Ethan really had no idea what tricks these guys were playing.

"Could it be that Alan Bradley is fanning the flames?"

"Want to get Rockwell and Komodor to fight directly?"

Ethan folded his arms, his mind racing with guesses.

But on second thought, he rejected the idea.

Firstly, Allen Bradley didn't have the guts, let alone the strength. Although their market value of more than a billion dollars had already crushed 98% of the companies in the world, to challenge the Ford, Morgan, Rockwell, Carnegie families head-on? Even if they were born in the year of the cat, they couldn't do it!

Secondly, if Alan Bradley was really fanning the flames, then the beneficiary of the whole incident would be Ethan Jones. Since both parties were already hostile to each other, even if they were kicked in the head by a donkey, they would not do such a selfless good deed!
"so……"

"What exactly is the problem with this whole incident?"

Ethan thought hard.

He couldn't understand.

Because of this incident, he was absent-minded during dinner that night, and when he went home to take a shower, he was scalded by the hot water that fell from the sky and screamed like a pig being slaughtered. He couldn't sleep the whole night, and after getting up with dark circles under his eyes, Evelin didn't dare to let him drive to the company himself.

If you don't sleep well at night, you will have less energy to work during the day. When you encounter a problem that requires thinking, others may lie at their desks and stare at the relationship diagram they drew by hand for a whole day, but Ethan...

His state was almost like he was in a trance.

Just when Ethan was puzzled and almost rubbed his head bald, Komodor and Rockwell deciphered it themselves. They held a press conference on the acceptance announcement of MOS Technology and Allen Bradley, and at Komodor's press conference, they said-

"This acquisition will open a new chapter for us in the field of personal computers. We are confident that we can challenge Apple's leading position in the industry. Of course, in order to ensure fair competition, we will continue to provide chips to previous 6502 buyers. At the same time, we will also look for new sales channels for 6502."

"Not only that, we will also work hand in hand with Rockwell. After the merger is completed, the new company will unconditionally license 6502 to Rockwell. We will work with Rockwell to develop new chips and strive to bring cheaper and more practical products to the public."

'? ? ? '

Ethan's eyes widened at the shared decision.

When he turned his attention to Rockwell's press conference, the spokesperson for the press conference smiled and said:
"The acquisition is not the end, but a brand new beginning. We, Rockwell, will officially enter the personal computer industry and bring brand new consumer products to consumers..."

"At the same time, we will also reach a cooperation with Komodor to develop an upgraded version of 6502, tap the maximum potential of this chip, and bring a better tomorrow to the general public..."

Duang!

The words of the Rockwell spokesperson were like the sound of a bell, exploding instantly in Ethan's ears!

"Fuck!"

Ethan jumped out of his seat!

He never expected this result!

He originally thought that Rockwell was doing some trickery and Commodore would definitely shout, "I was here first!", but he didn't expect that the two were in cahoots from the beginning to the end?

The so-called jealousy among colleagues was just his imagination?

These guys have been working on win-win cooperation from the very beginning?
"No - this result is too outrageous, isn't it?"

Ethan couldn't believe his ears!

He simply couldn't understand how these giants could reach a consensus on a tiny chip!

Although time will prove that 6502 will be the best personal chip in the history of chip development, the value of this thing is only tens of millions of dollars at most, and it is impossible for giants with billions of net worth to unite one after another! Moreover, judging from the statements of Komodor and Rockwell...

"These people are here to discipline me?"

Ethan, who wanted to watch them fight and enjoy the show, felt that he had become a melon.

"Oh! Sxxt! What have I, Ethan Jones, done to deserve you guys to join forces against me?"

"Did I dig up the ancestral graves of all of you?"

Ethan cursed, his face as black as the exhaust pipe of a car.

And since these guys don't follow martial ethics, then...

Don’t blame him for calling people!
Ethan felt that the situation was too outrageous, so he skipped work and went to Stanford. After he knocked on the door of the old principal's house and sat on the sofa in the living room...

He immediately started crying.

"Principal!——They are bullying!——"

Ethan spoke out his recent experiences like beans pouring out of a bamboo tube.

To be honest, after seeing Ethan wiping away tears as soon as he entered the room, Fred Terman suddenly felt his head buzzing, because Ethan's current behavior was completely inconsistent with his previous performance.

In the past, Ethan would be tough with his hands and even tougher with his words when faced with problems.

I don’t care whether you are right or not, I am right anyway!

I don’t care whether you are right or wrong, I’m going to scold you first!
But now?

You're already crying before the chip issue even starts?
This makes absolutely no sense!
Although Rockwell and Allen Bradley, Komodor and MOS Technology have reached an acquisition consensus, the two acquisitions have not been officially completed.

Before the new signs of each store are officially hung, everything is subject to change.

But after the old principal heard Ethan's words, the "HP", "HP", and "HP" that Ethan kept mentioning made the old principal understand everything.

“Okay, okay, okay…” The old principal pressed his hands down and said, “Ethan, I know HP has caused you a lot of trouble, so what do you want me to help you with now?”

This act of taking the blame proactively made Ethan's mouth curl up slightly.

That’s right! When Ethan discovered that the troubles he encountered were inextricably linked to the background behind him, his first reaction was to ask the people behind him to help!

He can be beaten, but he can't be hurt in vain, right? You guys should be more or less considerate.

After the old principal asked him what was in his mind, Ethan no longer hid it.

Wiping away the tears that were forced out, he said, "Principal, I want to know why Rockwell teamed up with Komodor? Is their target really me?"

This question made the old principal look at Ethan deeply. After a moment, he smiled and shook his head. In front of Ethan, he picked up the phone in the living room.

After a series of transfers, the call was finally connected, and the old principal began to give orders in front of Ethan.

"Please check two things for me. The first is the acquisition of Rockwell and Comodor. I want to know all the details. The second is the strategic planning of Rockwell and Comodor in recent years. Fax it to me after you find it."

Ethan didn't know who the guy on the other end of the phone was, but he knew the information came quickly. He just chatted with the old principal for a while and said that the chip problem had been solved. Now when he was thinking about how to deal with it, the phone on the fax machine started to beep.

I pressed receive and the printer started to buzz.

After waiting for about half an hour, a complete report of dozens of pages appeared in Ethan's hands. He wanted to show it to the old principal, but the old principal waved him off. "Take it back and read it yourself. I'm not interested in these things."

These words made Ethan smile and thank him.

He returned to the office and read through the documents carefully, and the contents of the documents appeared in front of him one by one.

First up was the acquisition of Rockwell and Comodor.

As Bill Mensch said, Commodore had actually contacted Allen Bradley as early as 1976 and expressed his acquisition intention, but their combination with Rockwell...it was really an understandable "coincidence".

Because when Rockwell decided to consolidate its core business and expand into the consumer products market, it did not intend to acquire Allen Bradley personally, but went to Wall Street to find professionals to help them operate the business.

Finally, the company that took on the job was called Morgan Stanley.

Although after years of development, the close relationship between Morgan Stanley and Morgan Guarantee Company is not as strong as before, there are still closer contacts than ordinary friends. Therefore, when Morgan Stanley found that Rockwell's goals were the same as those of its sister company, they acted as a matchmaker and allowed Rockwell and Commodore to reach a cooperation.

Shared chips.

In return, Morgan would help Rockwell eliminate all of Allen Bradley's shareholders.

That is, the entire acquisition is carried out in the form of stock + cash, with cash accounting for the majority.

If ordinary people were to judge, they might think that this matchmaking was outrageous, but in Ethan's opinion, this cooperation was very reasonable. When a deal was reached and the new company was expected to become the first in the industry, most of the shareholders of the acquired company wanted shares in the new company.

Firstly, stock trading can postpone the payment of capital gains tax.

When shareholders of the acquired company accept a cash offer, they must immediately pay capital gains taxes, which reduces their actual gain.

Secondly, stock acquisitions allow shareholders of the acquired company to share in future growth and synergy benefits.

When this thing is put into a well-run company, the stock is worth much more than cash.

In this case, it would be more beneficial for the shareholders of the acquirer to ask a financial company to help clear out the shareholders of the target company and complete the transaction with a large amount of cash.

Other small companies may not be able to do this, but Morgan...

That's just not too easy!

The agreement between Morgan and Rockwell was seven to three.

This ratio is already quite high.

"It seems that this cooperation is really a coincidence..." Ethan murmured.

But the next second he felt a little unlucky.

"Special code!"

He cursed and continued to look through the pages. When Ethan turned his attention to the strategic plans of Rockwell and Commodore, he was confused by the contents of the plans of these two companies.

Komodor had wanted to make computers together with Altair as early as the first Apple product was launched, so their strategic planning was all related to personal computers. Not only that, the report that the old principal helped him obtain also marked the time when they started to pay attention to cheap chips. The time point in 1976 was exactly consistent with Bill Mensch's self-narration, but the content after that... was a bit confusing.

The document stated that after seeing Apple's hot sales, Comodor wanted to obtain chip patents to curb the development of its competitors, but all of them were rejected by Allen Bradley on the grounds that they were confident that they could create the cheapest 16-bit chip in history.

These words echo Chuck Petrus's persistence.

In Ethan's opinion, Alan Bradley wanted to delay time so that the company could be sold at a high price, so he asked Chuck Peteau to say that they were developing a sixteen-bit chip. This would not only shut Komodor up, but also stabilize Ethan Jones and prevent him from taking money from the chip manufacturing company.

To this end, Komodor hopes that its shareholders can help.

But those shareholders all refused.

This disappointed Komodor.

But by January of 1978, which was the beginning of this year, those shareholders took the initiative to express that they could help Komodor acquire MOS Technology, and that it would take at most half a year to have results.

This promise instantly changed Komodor's strategic planning.

When Ethan took in all the words, his eyes immediately swept downwards.

When he found out that Morgan Stanley had only taken over Rockwell's order at the beginning of this year...

An endless smile suddenly appeared on Ethan's cheeks.

"Okay..."

"Rockefeller's investment makes you think I can be robbed, right?"

"Fuck your mother!"

Although there were no subjective statements or verbal guidance in the entire report, Ethan could still see the oddity in their behavior.

Because only one thing happened in January this year, that is, Apple accepted the investment from Wenlock.

When this incident happened, those Wall Street brats started to get active...

If Ethan didn't know that they used Rockefeller's success as a clarion call...

Then he shouldn't start a company!
Take a shower and go to sleep!

And when these guys think that Ethan Jones is easy to bully and can be bullied...

"what--"

Ethan just laughed out loud.

"Hahahaha-"

He could no longer control his emotions, and tears welled up in his eyes.

He leaned back and fell into the boss chair.

He covered his forehead with one hand and his body trembled continuously.

The crazy voice gradually became low and then disappeared.

The shaking body went from fast to slow, and finally to calm.

When he put his arms away...

His cheeks were already cold.

"You want to rob me, right?"

"You think I'm easy to bully, don't you?"

"Excuse me, but I, Ethan Jones, am not afraid of anyone compared to robbery!"

Since these guys have teamed up to set up this scheme!

Since these guys want him dead!

Then don't blame him for stepping on the accelerator and accelerating like crazy!

He picked up the phone in the office and dialed Steve Ballmer's short number, asking the bald man to come to the office to see him. After the bald man closed the door and entered the room, Ethan smiled and asked the previous question.

"Steve, do you remember the first time we met? I asked you a question, which was whether you knew a student in your school who wrote code for Altair."

"You didn't answer me then, so now I want to know, do you know him?"

When this question came up, Ballmer, who had seemed confused during the interview, nodded strangely.

"Boss, I know William. Oh, William is Bill Gates. What's wrong?"

The affirmative answer made Ethan's smile even wider, and he said, "I'm going to give you a task now."

"You go find him."

"Tell him I want to invest in him."

"I have a project I want to do for him."

“The final result of this project is on Apple.”

"Go ask him..."

"Will you?"

Ethan's words stunned Ballmer.

After a moment, a look of great surprise appeared on his face.