Water and Flames

WAF CH12

A few days later, quite suddenly, Fanhai modified its offer once again. This time, in addition to matching Qinghui’s bid, Fanhai Group made a rather abnormal move—changing its conditional takeover bid into an unconditional takeover bid.

Previously, Fanhai’s offer contained a closing condition of “acquiring at least 50%+1 of the voting rights,” which was also the usual form for takeover bids. For an acquirer seeking control, obtaining at least 50% of the voting rights was a must, because nominating a director required at least 50% of the affirmative votes. In other words, only by acquiring over 50% could one reorganize the board of directors and gain control of the company. Otherwise, if the acquired voting rights ultimately failed to surpass 50%, they would have shelled out a massive fortune without gaining any control.

This maneuver was somewhat abnormal, and Qinghui did not follow Fanhai’s lead.

Immediately after, even more abruptly, Fanhai Group announced that it had increased its holding of Med-Ferry’s shares from 8.2% to 18.2%, and had successfully secured 33.5% of the voting rights.

Fanhai Group did not disclose the specific name of the seller, but insiders knew at a glance: one of Med-Ferry’s co-founders—the one in charge of marketing—had actually “betrayed” the company. Despite the board of directors recommending everyone to “wait” and “temporarily take no action,” he accepted Fanhai Group’s offer and sold his total of 10% Class B equity to Fanhai.

Because Swedish law similarly permitted dual-class share structures, Med-Ferry’s stock was divided into Class A and Class B shares—Class A carried one vote per share, while Class B carried ten votes per share, which were mainly held in the hands of Med-Ferry’s three co-founders.

The dual-class structure in the United States seemed to enjoy immense fame, but in reality, not many companies in the U.S. adopted it, accounting for only 7% to 8% of listed companies. “Different rights for the same shares” was actually more prevalent in regions like Northern Europe, with Sweden having the highest proportion of “dual-class shares,” reaching over 80%.

As for China, currently, whether in mainland A-shares or Hong Kong H-shares, “different rights for the same shares” was prohibited ①. Largely consistent with countries like Germany, Chinese law held that as long as a person held shares, they should enjoy corresponding rights. Setting up certain shares to have 10 votes per share, some 1 vote, and some 0 votes was unfair to minority shareholders.

Furthermore, Sweden’s “dual-class shares” differed from America’s “dual-class shares”.

In the U.S., most companies explicitly stipulated that “super-voting rights are non-transferable.” If transferred, super-voting shares automatically converted into ordinary voting shares. Among large corporations, only Facebook allowed transfers to family members to prepare for “inheritance”. Shareholders trusted the founders, but they only trusted the founders; they were unwilling to hand voting rights over to just anyone. Canada went further by strongly recommending that companies implement relevant sunset clauses.

Sweden, however, was different. In Sweden, whether through private agreement or accepting a tender offer, transferred shares retained their voting rights. Not even the top ten major companies in Sweden had set up sunset clauses, and among the top 20, only two or three had relevant restrictions. In this country, the founding teams of various companies seemed to enjoy a bit too much freedom.

And this exact characteristic was precisely what Jing Hong wanted to exploit.

Med-Ferry had three co-founders. The one in charge of R&D ② and the one in charge of marketing held larger stakes of 10% each, whereas the COO ③ held a relatively smaller stake of 5%. This time, the person Fanhai Group managed to persuade was the co-founder in charge of marketing.

Fanhai Group had convinced him based on two main arguments.

First, Fanhai Group’s offer was an unconditional takeover bid, whereas Qinghui Group’s offer remained conditional. If Qinghui failed to reach the 50% threshold in the end, their offer would become nothing more than a scrap of paper.

Second, Fanhai was far better prepared for this acquisition, having already obtained approval from the governments of both countries before launching the tender offer. Qinghui, having intervened suddenly, had acted in haste and would still require several months post-acquisition to obtain approval. Furthermore, the bidding war between Fanhai and Qinghui might drag on for several months as well, and neighboring Germany had suddenly passed an amendment to its Foreign Trade and Payments Act, explicitly restricting non-EU enterprises from making cross-border acquisitions in Germany. After these two “several-month” delays, the overall situation might well change.

In other words, uncertainties genuinely existed on Qinghui’s side. Once Fanhai removed its takeover conditions, at this precise moment, only Fanhai’s offer possessed certainty, whereas Qinghui’s did not.

Earlier during negotiations, Fanhai Group had discovered that this co-founder was extremely cautious and unwilling to take even the slightest risk. It was precisely because of this personality that he harbored friction with Med-Ferry at the corporate level, and he was no longer on good terms with the other two co-founders. Truth be told, he had long been marginalized and stripped of power within the company.

Aside from him, however, everyone else proved to be exceptionally tough nuts to crack. That was only normal; in a bidding war, the highest bidder usually wins.

Upon learning that Fanhai had acquired another 10%, Med-Ferry’s board of directors was somewhat shocked. Persuading shareholders to accept an offer by bypassing Med-Ferry’s board at a time like this smacked somewhat of a hostile takeover. However, during negotiations prior to launching the tender offer, Med-Ferry had not signed a Standstill agreement with Fanhai, so the board could do nothing to stop it.

At the time, Med-Ferry naturally wanted to sign a Standstill stipulating that “Fanhai Group shall not purchase any shares of Med-Ferry without the board’s approval” to prevent a friendly takeover from turning into a hostile one. But Fanhai, like most potential buyers, was unwilling to sign. In the end, through a tug-of-war, Fanhai prevailed.

Fanhai Group immediately declared that it would not increase its stake any further, claiming this was not a hostile takeover, but rather a “friendly yet firm” acquisition. It was the first time Med-Ferry had heard a hostile takeover being phrased as a “friendly yet firm acquisition,” and they were utterly flabbergasted by the sheer shamelessness of the statement.

Fortunately, however, the incident of suddenly snatching a 10% stake of Class B shares was eventually brushed aside.

Because of Fanhai’s commitment to “no split and no restructuring,” Med-Ferry’s board actually still leaned toward Fanhai Group. Besides, many members on the board held shares themselves; they needed Fanhai Group to keep acquiring and applying pressure on Qinghui so that the offers from both sides would rise higher, so their relationship with Fanhai Group could by no means turn sour.

At this stage, whether it was a hostile takeover or not no longer mattered in the slightest.

Meanwhile, Qinghui remained quiet for two or three days, seemingly trying to figure out what trick Fanhai Group was playing up its sleeve, because Fanhai’s behavior appeared exceedingly abnormal.

First, there was massive acquisition risk—if they failed to secure more than half of the voting rights, would that huge sum of money just go down the drain?

Second, this move clearly offended the board of directors, and the board’s final recommendation carried immense influence over the shareholders. Fanhai Group seemed to no longer care about Med-Ferry’s board, simply throwing caution to the wind.

“President Jing,” in the General Manager’s office at Fanhai Group, Zhao Hanqing, who was already privy to Jing Hong’s plan, wiped away sweat nervously. “President Jing, isn’t this… still a bit too risky?”

“It’s fine.” Jing Hong thought it through. “Zhou Chang is bound to be determined to win Med-Ferry. There’s a 90% chance this plan succeeds. Zhou Chang has always been sharp; he wouldn’t do something that harms others without benefiting himself.”

“I hope so.” Zhao Hanqing sighed again. “I hope everything plays out according to your script in the end. If we do take Med-Ferry, Fanhai’s acquisition cost will exceed our highest budget—something that hasn’t happened in recent years.”

“It won’t.” Jing Hong pondered and said, “Zhou Chang will definitely raise his price again.”

A few days later, just as Jing Hong had predicted, Qinghui Group raised the total consideration of its offer once more.

That day was December 31st, right on the eve of 2018.

Upon hearing the news, Jing Hong had zero reaction. Instead, he took his assistant, Tan Qian, for a stroll around the corporate park—this year, Fanhai Group hosted a breathtaking New Year lantern exhibition.

Fanhai’s headquarters was located in Haidian District, comprising 9 buildings within a massive campus. Tonight, Fanhai Group was brilliantly illuminated. The New Year lantern exhibition took place in a designated area inside the campus, with a fully constructed pathway—visitors entered through Fanhai’s side gate, walked all the way north, and reached the main venue.

Fanhai Group’s security guards maintained order outside the side gate, directing employees to line up and letting them in batch by batch.

Jing Hong originally had no interest in the lantern exhibition, but after taking a full stroll through it, he was infected by the vibrant emotions of the people around him.

Just inside the side gate was a long light tunnel. Strands of yellow light chains enclosed the pathway into a cylinder extending far into the distance. Beneath their feet was a special ice-like glass embedded with frost patterns. Inside the light chains were several “snowflake” models, with starlight and ambient lights weaving together.

Stepping out of the tunnel and onto the path leading to the venue, the trees on both sides were adorned with densely packed tiny light bulbs, while the lawn was similarly decorated with colorful lights, resembling a sea of flowers under the dark night. Small animals made of light bulbs crouched in the middle of the grass, and occasionally there were spherical cabins encircled by light bulbs, where long queues of men and women waited to step inside and take photos.

The venue for the lantern exhibition was actually Fanhai Group’s soccer field.

The soccer field was divided into two halves. One half was the lantern exhibition area, which was also a maze where plant walls enclosed a winding pathway decorated with colorful lights—red, pink, blue, yellow, and purple—resembling a floral wall. Tall “trees” constructed from white light bulbs stood inside the walls, with snowflakes appearing every now and then, making one feel as though they were in a fairy tale world.

Inside the maze were nine “deer”—symbolizing good fortune and wealth—also composed of light bulbs. Beautiful and vigorous, they were scattered throughout the maze. Fanhai employees could hold a booklet to check in at various spots and collect stamps, and below each pattern were the words: “Fanhai Group, New Year’s Day 2018.”

At the exit of the maze stood a towering “Sacred Tree” reaching toward the clouds, surrounded by razor-sharp “ice crystals” around the pine tree, as if guarding it.

The other half of the soccer field was a large ice-skating rink. Unlike ordinary ice rinks, this one featured a fixed, winding path enclosed by silver railings. Both sides of the path were lined with lights—trees, snowflakes, and animals—while the middle section featured dozens of consecutive pure white archways planted with long, artificial white goose feathers, making people feel as though they were truly inside a fairy tale. The exit of the ice rink similarly led to that same Sacred Tree in the center.

Jing Hong observed that along the way, all the Fanhai employees were exceptionally excited. Surprised and squealing, taking photos or group pictures, they refused to miss a single spot, their faces beaming with happy, proud smiles.

All of this was because they were employees of Fanhai.

They had fought their way through fierce competition to reach this day and become a member of Fanhai.

Jing Hong also saw many employees posting on Weibo and Moments, their captions universally reading: “Our company’s lantern exhibition~~~”

From time to time, Fanhai employees would greet him: “President Jing!”

President Jing always replied with a smile.

Over the past few days, Fanhai Group’s various business groups were taking turns holding their annual galas. Fanhai was far too large; its business groups and different cities all held their galas separately. This year, the U.S. branch held its annual gala aboard an aircraft carrier. It was a decommissioned aircraft carrier turned museum that preserved everything from its past. Fanhai chartered the entire carrier, and “Fanhai Annual Gala Aircraft Carrier” even trended on Weibo.

Looking at all this, Jing Hong actually felt immense pressure.

He occasionally felt anxious, afraid that the grand building might crumble one day, afraid that he might lead this empire into its sunset years.

And the lingering glow when a dynasty fell would surely be a sight drenched in blood.

When these “occasional” moments of anxiety hit, he would feel lonely.

A few days ago, Jing Haiping and Jiang Mei had brought up the topic of “marriage” once again.

Jiang Mei said that Jing Hong’s ideal wife should be the type with a successful career and a gentle personality, preferably in the IT industry as well. That way, on one hand, she would possess both wisdom and experience, understanding the internet, large corporations, and managers; on the other hand, she could understand and empathize with him.

Jing Hong knew his parents’ words made sense, but in truth, he believed complete empathy was impossible.

This position was far too complex to explain clearly.

When facing his parents, Jing Hong couldn’t even count how many convoluted figures of speech and subtle omissions he used. It was the same with friends; speaking many truths aloud would inevitably sound overly melodramatic, so those frictions and clashes, along with all their varied flavors, could only be swallowed and digested alone.

Jing Hong suddenly thought that perhaps Zhou Chang could understand.

He had always wanted to beat Zhou Chang, but at a time like this, perhaps having a friend like that wouldn’t be bad either.

Regrettably, however, they could never be friends.

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