WAF CH10
After the Entrepreneurship and Innovation Competition, Kunpeng and Huawei began their integration.
Even though they knew they had been tricked—Huawei’s “AI Loans” project was actually just a vanity showcase—Fanhai still formally halted the research and development of AI Loans.
Aside from this merger, however, everything went smoothly.
As soon as Hong Xu joined Fanhai, he immediately began researching several difficult problems in the AI Healthcare projects, leaving Jing Hong full of expectation.
The next time he heard the name “Qinghui” was a month later, regarding a cross-border acquisition.
Previously, Fanhai Group’s investment department had taken a liking to a medical device company located in Sweden. Zhao Hanqing led the acquisition, with JPMorgan Sweden serving as the financial advisor and Mannheimer Swartling serving as the legal advisor.
Sweden was also an established powerhouse in light and heavy industry, having given birth to companies like Volvo, Ericsson, IKEA, H&M, and so forth. Its technology in medical devices was also at the forefront of the world, having invented the cardiac pacemaker, respirator, artificial kidney, ultrasound, and local anesthesia. Although it had declined quite a bit nowadays, certain enterprises still held extremely high acquisition value.
Fanhai first acquired an 8.9% stake in that company. Afterward, Fanhai proposed acquiring 100% of the company’s shares, turning it into a wholly-owned offshore subsidiary of Fanhai, and issued a highly sincere tender offer[1] with a total consideration[1] of up to 3.5 billion euros to all shareholders of the target company—the offer price per share was about 20% higher than the company’s average stock price over the past month, and offered a significant premium over the average stock price over the past 12 months as well.
Whenever Fanhai Group made a move, the price was never low.
After several rounds of negotiations, Fanhai Group promised stringent terms such as “no layoffs for five years,” “no pay cuts,” and “guaranteeing the independence and autonomy of unions and other organizations.” After review and study, the target company’s board of directors accepted Fanhai Group’s tender offer, and both parties signed the relevant agreement.
The target company’s board recommended that all shareholders sell their shares to Fanhai, while also advising all shareholders to vote in favor of the acquisition at the upcoming extraordinary general meeting.
However, as was typical in acquisitions, the agreement stipulated a 40-day go-shop period. During this period, the seller could go shop, listening to and encouraging alternative proposals from third parties, and “either buyer or seller could exit the aforementioned transaction without prior notice.”
In other words, within those 40 days, if another buyer offered better terms, such as a higher bidding price, this agreement with Fanhai would be rendered null and void.
All along, both Jing Hong and Zhao Hanqing had believed it wouldn’t pose much of a problem.
Although countries like the United States and Germany were recently attempting to curb cross-border acquisitions by Chinese companies, unwilling to see their own countries’ core technologies fall into foreign hands, Sweden at least had not made any relevant moves so far. Jing Hong and Zhao Hanqing were not worried about the acquisition failing.
Yet one day, out of nowhere, the situation suddenly changed.
“Mr. Jing,” Zhao Hanqing said, “There’s something you should be aware of.”
“Hmm?” Jing Hong grew a bit more attentive. “What is it?”
“Regarding the Med-Ferry acquisition,” Zhao Hanqing said, “Qinghui entered the field yesterday. The two of us are locked in a fight again.”
“…” Jing Hong was surprisingly not too shocked.
Sure enough, over the Med-Ferry acquisition, Fanhai and Qinghui were at each other’s throats once more.
At this point, only one week had passed in the 40-day go-shop period.
Over the past six months, Fanhai and Qinghui had taken a liking to several identical targets, triggering a storm every single time. And Med-Ferry was a rare company exceptionally suited for acquisition by a Chinese giant; moreover, once missed, a next opportunity like this would be extremely hard to come by.
First off, Med-Ferry was a traditional, big-name European medical device manufacturer possessing vast hospital resources. Meanwhile, both Fanhai and Qinghui were establishing layouts in AI Healthcare products, such as surgical robots, smart exoskeletons under development, and the hottest trend—medical imaging AI… China still held a price advantage, but if these products intended to enter overseas markets in the future, they had to possess appropriate sales distribution channels and large quantities of hospital resources. As the saying goes, a starved camel is still bigger than a horse—Med-Ferry used to be exceedingly impressive, and though it had weakened in recent years, its resources remained intact.
Secondly, although its core business was on a downward slope, Med-Ferry had previously acquired an “AI Drug Discovery” company, which turned out to possess superb technology—whether in target identification or compound identification, its tech was top-tier. It had just announced that it discovered a new target for a certain disease along with a new compound targeting it. Currently, several pharmaceutical giants were already looking to collaborate and place orders with it. This subsidiary was essentially a fantastic money-making machine capable of offsetting the acquisition investment. Again, spending less money was naturally better.
Finally, it was plainly visible that Western countries were enforcing increasingly strict scrutinies on cross-border acquisitions. Both healthcare and AI were undeniably sensitive industries, so both Fanhai and Qinghui wanted to seize a European or American company while they still could.
Zhao Hanqing said, “Qinghui’s total consideration is slightly higher. Right now, Med-Ferry has stated that if Fanhai doesn’t raise its offer, they intend to revoke their recommendation for us and switch to accepting Qinghui’s offer instead.”
“Hmm.” Jing Hong asked Zhao Hanqing, “Are you confident about this case?”
“We should be able to win it,” Zhao Hanqing said. “Fanhai and Qinghui have comparable financial strength. If Qinghui raises its offer, we can raise ours too; everyone’s budget is about the same. In the past, whenever it came down to a pure price bidding war, the final victory always came down to a razor-thin margin.”
Jing Hong listened quietly.
Zhao Hanqing continued his analysis: “However, Med-Ferry owns orthopedic implant medical devices, whereas Qinghui previously acquired a company specializing in 3D-printed metal implants—”
“I know,” Jing Hong said. “Weikang Medical, right?”
“Yes,” Zhao Hanqing nodded. “This year, several of Weikang Medical’s products—such as artificial spinal vertebral bodies—have already obtained registration certificates from the FDA and CFDA[2]. This company plans to apply for an IPO in Hong Kong next year to snatch the title of ‘First Stock of 3D Printing.’ In my view, Qinghui will likely want to immediately spin off Med-Ferry into two independent companies afterward: one handling the core business, and the other… dedicated specifically to distribution. Currently, Med-Ferry’s distribution department has relatively restricted authority; if ‘distribution’ operates independently, its development can naturally be far better, and it won’t be prevented from selling other brands’ goods just because it has to sell Med-Ferry’s own orthopedic products. Qinghui is probably in a rush, wanting to leverage Med-Ferry’s original ‘orthopedic device sales channels’ to help Weikang Medical’s products rapidly open up the European market.”
Jing Hong said, “Go on.”
Zhao Hanqing then added, “Qinghui might also want to restructure and integrate the two companies—for instance, slashing Med-Ferry’s underperforming product lines and turning the axed factories directly into Weikang Medical’s manufacturing plants in the European market. After all, the equipment for regulating temperature, humidity, and so on are already set up, as are the warehouses.” Zhao Hanqing gestured with his hands as he spoke. “This would save Weikang Medical a massive amount of cost, going all-out to help Weikang Medical list in Hong Kong. Truth be told, in my eyes, a major aspect of Qinghui entering the Med-Ferry acquisition is wanting to help Weikang list, become the ‘First Stock of 3D Printing,’ claim the top spot to secure the market in the 3D printing field, and also add leverage to Qinghui’s future acquisition endeavors.”
Jing Hong nodded: “That is indeed the case.”
“However,” Zhao Hanqing added, “we at Fanhai don’t need an immediate spin-off or restructuring. During our previous negotiations, we could tell that Med-Ferry’s owner still wishes to preserve certain aspects of the company and doesn’t want it stripped beyond recognition. Otherwise, he wouldn’t have proposed demands like ‘no layoffs, no pay cuts,’ and ‘maintaining union independence.’ No one wants their life’s work torn to pieces after changing hands. Qinghui has no way of agreeing to these demands because spin-off and restructuring are among the most crucial reasons for Qinghui’s acquisition. The moment Qinghui makes its move, Med-Ferry will inevitably be torn apart. Furthermore, Zhou Chang’s style differs from ours—he’s very fierce and domineering. So, with total consideration being roughly equal, Fanhai naturally holds the advantage.”
“Understood.” Jing Hong nodded. “Proceed then. Thanks for your hard work.”
Zhao Hanqing said, “Alright.”
However, despite saying “alright,” Jing Hong couldn’t help but feel that this acquisition would not go as smoothly as Zhao Hanqing envisioned.
How would that Zhou Chang respond?
…
After Zhao Hanqing left, Jing Hong felt a bit fatigued.
Fanhai still needed a CSO after all. Acting as both the Group CEO and the President of the “Corporate Development Group” was truly exhausting.
Fortunately, the General Manager of the Human Resources department was already negotiating with a promising candidate—the Managing Director in charge of global internet industry investments at Goldman Sachs headquarters.
Once the news leaked out, people in the industry mockingly joked that Fanhai Group’s investment department was becoming Goldman Sachs’s Haidian branch.
After working until past ten o’clock, Jing Hong didn’t head straight home; instead, he met up with a retired former professional tennis player to play a few sets on Fanhai’s tennis court.
Fanhai had its own tennis court, and the quality of the court was top-tier.
Jing Hong had a tennis court in the yard of a villa in the Beijing suburbs, as did Jing Haiping, but Jing Hong rarely went there. He usually returned to his large flat at “Zhuxiang Qingyun,” so the tennis court he used most frequently was actually Fanhai Group’s.
Tennis was also Jing Hong’s most proficient sport. He had started learning it at age six, first under a tennis coach from a Beijing sports school whom his father knew, and later, when his father suddenly hit it big, under a professional coach from the Beijing municipal team. Jing Hong was extremely patient and resilient; he had discovered long ago that against opponents he couldn’t overpower, he could simply drag the game into a war of attrition shot by shot until the opponent couldn’t take it anymore.
In truth, Jing Hong rarely had hobbies of a purely recreational nature; as long as he practiced something, he wanted a title.
Because his skill was quite impressive, Jing Hong had been a varsity team member during his university days. However, his varsity teammates were overwhelmingly strong, many of whom would most likely turn professional after graduation. Jing Hong knew his limits and didn’t get upset over being beaten. Later, he sought out a varsity teammate, formed a doubles pair, and practiced their synergy daily, winning an NCAA All-American team championship with the university during his junior year.
Tennis had also made Jing Hong realize once more what “there’s always someone better” truly meant—many years later, Jing Hong discovered that the teammates he could never beat back then, such as their seed No. 1, an astounding presence at the time, had achieved a peak ATP ranking of No. 141 over the years.
In addition to tennis, Jing Hong practiced Taekwondo. When practicing, Jing Hong set a goal for a specific belt level—anything higher would be overly difficult—and he indeed attained that rank later on.
He set goals, but he never set unrealistic goals.
Jing Hong liked dopamine and endorphins, so he liked sports; he also liked success.
As for things like art, Jing Hong was never fond of them and held zero interest throughout. He preferred things with clear “wins and losses” or “rankings.”
In terms of art, he seemed to possess no talent either, almost never interfering with product UI designs.
After finishing tennis, Jing Hong didn’t shower at Fanhai, but headed straight back to “Zhuxiang Qingyun.”
Arriving home and closing the door behind him, Jing Hong tossed his lightweight tennis apparel into the laundry basket in the bathroom, then stepped into the shower stall and turned on the showerhead.
Warm water gushed over his back with considerable force.
During such idle moments, while rinsing off, Jing Hong unconsciously thought about the progress of the Med-Ferry acquisition once again.
Clashing with Zhou Chang again… Jing Hong thought: Zhou Chang is so annoying.
The last clash with Zhou Chang was over an important strategic investment—in Kunpeng; this clash with Zhou Chang was over another important strategic investment—in Med-Ferry.
Jing Hong didn’t want to lose again. It was for himself, and also for Fanhai.
He disliked the feeling of being outdone.
Jing Hong recalled that just last night, his younger female cousin had mentioned the two of them were “incompatible as water and fire”—he was like water, while Zhou Chang was like fire.
Those words unexpectedly reminded Jing Hong of the ancient battle between Zhurong and Gonggong—that time, Gonggong, the God of Water, was the loser. Gonggong crashed into Mount Buzhou in defeat, but Mount Buzhou was the pillar supporting the heavens; in the end, the sky collapsed and the earth tore open, and luckily, Nuwa was there to mend it.
Finishing his shower, Jing Hong stepped out of the stall, dried his body, wrapped a large bath towel around his waist, walked up to the vanity, and pressed his hands against the marble countertop, quietly staring at his own reflection in the mirror.
Would he lose again?
One more time?
Was he inferior to Zhou Chang?
Unlikely.
Because the mirror was coated in a layer of steam, Jing Hong’s figure wasn’t particularly distinct.
His reflection showed a bare upper body, fair-skinned, with the faint outlines of chest muscles, abs, and defined arms—a young and strong physique at its absolute peak.
The other person was also at his absolute peak.
Without realizing it, Jing Hong actually reached out his finger and wrote the name “Zhou Chang” (周昶) on the mist of the mirror.
The handwriting reflected the man—bearing a subtle, lethal sharp edge.
As his finger slid across the mirror, the steam vanished wherever his fingertip swept, revealing Jing Hong’s own figure within the strokes of the characters for “Zhou Chang.”
And Jing Hong stood within those 17 strokes of “Zhou Chang’s” name, gazing at his own bare body.
Because of the steam, every other part of his reflection in the mirror was blurry, except for the portion of himself captured within those 17 strokes, which was clearly visible.
It was as if Jing Hong were looking at himself through that man, scrutinizing himself through him.
Or rather, only through the other party did he see the clearest version of himself.
A long moment later, Jing Hong snapped out of his trance, wiped his hand across the glass, and hurriedly erased Zhou Chang’s name along with every trace of its existence.
His heart pounded in bursts, like a beating drum.
Thump after thump, disrupting the orderly serenity that once prevailed.
Author’s Note:
Moving on to the next arc!
To summarize in one sentence: The Gong and Shou are competing to acquire a company. Both want to buy it, but Gong wants to tear it down after buying, so with equal pricing, Shou holds the advantage.
By the way, this business war probably has the most professional terms… If you can understand this business war, you should be able to understand all subsequent ones~ It doesn’t matter if you only half-understand this one~ The ones after are easier…
I personally really like the scenes between the two of them in the final chapters of this arc =w=
Also, President Jing, Honghong, what on earth are you doing…!
__
[Notes]:
[1] Tender Offer: An offer made by an acquirer to all shareholders of a listed company to acquire all or part of the shares held by all shareholders. It can specify a target share percentage (in China, the minimum is 5%; if exceeded upon expiration, the acquirer purchases on a pro-rata basis—e.g., if the acquirer only wants to buy 100,000 shares, but 200,000 shares actually accept the offer, each person can only sell half of their applied amount), or leave it unspecified, the more the better. Generally speaking, the board of directors of the target company evaluates each tender offer and gives a “recommendation” or “non-recommendation.” Issuing an offer directly to shareholders without going through the target company’s board constitutes a hostile takeover, which is relatively rare, especially in China.
Total Consideration: The total price of the acquisition.
[2] FDA: Food and Drug Administration (US). CFDA: China Food and Drug Administration (later renamed NMPA in the 2018 institutional reform).