WAF CH30
In late October, Fanhai Group issued another tender offer to Saint Games’ shareholders at a price far higher than the previous one, this time with attached conditions: first, securing regulatory approvals from both countries, and second, acquiring at least a 50%+1 majority stake, ideally exceeding 90% to complete the privatization of Saint Games—under the laws of both countries, once a entity holds over 90% of shares, it has the right to initiate a squeeze-out and forcibly acquire all remaining shares.
Clearly, this time Fanhai was gunning for outright control.
The offer price was set at £35 per share. At that point, owing to the abysmal earnings report, Saint Games’ stock had closed at £18 per share. Fanhai’s offer represented a premium of nearly 100%.
Because it lacked prior approval from Saint Games’ board, this tender offer escalated into a hostile takeover.
Saint Games’ glamorous “White Knight” had suddenly morphed into a hostile predator, taking a page right out of Qinghui’s book.
The key difference was that Fanhai’s takeover bid stood a far better chance of succeeding than Qinghui’s earlier attempt, because just months ago, Saint Games had handed a 31% stake to Fanhai with its own hands.
The moment the news broke, media outlets across both nations scrambled to report on it:
【Has the White Knight Transformed into the Barbarian at the Gate?】
【Fanhai Group! A Rare Hostile Takeover Launched by a Chinese Enterprise!】
Saint Games’ board immediately advised shareholders to “take no action,” yet Zhao Hanqing stated confidently in an interview: “Fanhai Group is fully confident in securing the support of at least 50% of the shareholders.”
Fanhai had made thorough preparations for this hostile takeover.
Launching a hostile takeover against a tech company was an exceedingly rare occurrence. The core of any tech firm lies in its technology and its human capital—which meant that even if you gained control of the corporate entity, the acquisition would be entirely meaningless if you couldn’t retain the talent inside.
Rare, however, did not mean non-existent. Thus, sticking to its established playbook, Fanhai issued an open letter immediately following its tender offer.
The open letter was penned by Jing Hong himself, its essence being:
Fanhai Group had no intention of altering Saint Games’ current operational direction; Saint Games would continue to develop independently. Fanhai Group held immense admiration for Saint Games’ previous titles and genuinely hoped to preserve and safeguard the staff’s enduring passion, reverence, and respect for game development—their brilliant imagination, creativity, top-tier technical capability, peerless artistic taste, and the cohesive spirit forged by a shared, noble purpose.
The letter went on to state that while the real world could be dull at times, video games offered people extraordinary journeys. Within games, individuals could step into another persona, soar, explore, accomplish new feats, and live out a new life—a form of joy like no other. Fanhai expressed its gratitude to Saint Games’ employees for bringing so much joy to the world, pledging its full commitment to protecting their original aspirations.
Jing Hong wrote that just last month, he had met a man named Sun who dreamed of becoming a professional esports player. Sun had lost both legs to amputation at the age of ten, leaving him unable to run or walk. Completely unable to care for himself, he relied entirely on his parents, feeling like a useless burden and losing all sense of dignity for years. But after discovering Expedition, he plunged headfirst into the game. Sun had said: “A person like me only feels alive—only feels that hot blood pumping through my veins—when I’m fighting across the boundless stars, traversing thousands of miles, and saving countless lives in Expedition. Only inside Expedition am I a real human being. I know that at the very least, I still have a sea of stars to call my own.” Expedition had given Sun a new dream and purpose in life: he hoped to become a pro gamer, bring joy to others, and ideally use his tournament earnings to buy a high-end smart prosthetic limb.
Then, with a shift of his pen, Jing Hong wrote: However, Fanhai hoped to overturn a prevailing “industry consensus”—the habit of exploiting employees’ “passion.” The technical prowess of game company engineers was in no way inferior to that of tech giants, yet their salaries were often only half as much. What proved particularly disappointing was that some of these gaming companies were turning massive profits. Fanhai found this incomprehensible and believed the employees of Saint Games deserved far better. Therefore, if Fanhai’s acquisition succeeded, employee compensation would be adjusted to match the salary levels of major IT giants as a reward for their passion. Fanhai maintained that in this world, true “passion” was rare—a precious quality to be cherished, not exploited.
In the final paragraph of the open letter, Jing Hong stated that Fanhai had already held discussions with several senior executives at Saint Games excluding the CEO. Several of Saint Games’ key veterans and original contributors would remain on board, and they were now joining Fanhai in sincerely asking all employees to stay as well.
Jing Hong’s open letter contained no lies. Prior to this, Zhao Hanqing had already spoken with Mark Greenberg’s two co-founders, both of whom agreed to remain at Saint Games. While the CEO excelled at administrative management and business operations, the game’s core creativity and world-building relied far more on his co-founders. Those co-founders were remarkably straightforward people.
Of course, to convince them to stay, Zhao Hanqing had deployed the power of the purse. While the co-founders would also sell off their shares, they agreed to retain their positions at Saint Games, backed by Zhao Hanqing’s promise of exceptionally high annual salaries.
Yet beyond financial firepower, other factors had played a role. Given the CEO’s unsavory reputation, the co-founders held little affection or reliance toward him anyway. At the same time, they harbored deep, genuine affection for Saint Games as a company and for the games they had personally created.
Fanhai Group’s open letter yielded immediate positive results. While employees naturally felt hesitant about being acquired by a Chinese company, Fanhai’s letter overflowed with sincerity—and more importantly, Fanhai promised significant pay raises.
Exploiting employees on the basis of “passion” was indeed a widespread phenomenon across the industry. Employees worked for the love of the craft rather than money, making discussions about compensation feel almost taboo. Yet watching engineers at other tech firms, employees couldn’t help but feel a tinge of bitterness and wonder why.
On a gaming forum, a longtime user claiming to be a Saint Games employee posted that he had initially been quite resistant to Fanhai. But after reading the open letter, his perspective had shifted, leading him to think things might actually turn out better than they were now. He added that his colleagues generally felt Fanhai’s attitude was genuinely sincere.
Judging by his grammar, Jing Hong sensed he was Japanese.
It appeared that this hostile takeover bid would progress quite smoothly.
Jing Hong was confident that Saint Games’ shareholders would soon begin selling off their shares.
What neither Jing Hong nor Zhao Hanqing could have anticipated was that upon returning from Thanksgiving, the Saint Games acquisition took a dramatic, sudden turn for the worse.
Seeing that Saint Games’ board had fallen out with Fanhai, the “White Knight,” Qinghui Group staged a fierce comeback. Stepping back into the arena, Qinghui issued a competing tender offer to the shareholders, with a bid slightly higher than Fanhai’s, though the difference wasn’t huge.
Jing Hong hadn’t expected Qinghui, which had previously withdrawn from the bidding, to keep such a close eye on Expedition. Zhou Chang hadn’t been deceived by Mark Greenberg’s antics either, almost as if he had predicted that Fanhai and Saint Games would clash before long.
This time, Saint Games’ board played the ultimate hypocrite. Cornered by pressure from shareholders, the overwhelmed board presented four options to the shareholders: “Accept Fanhai’s offer,” “Accept Qinghui’s offer,” “Sell shares on the open market,” or “Continue waiting for new offers.”
A textbook example of bureaucratic nonsense.
Faced with two such generous bids, shareholders naturally wanted to sell, pressing Saint Games’ board to issue an official corporate recommendation. Yet the board played word games once again, offering advice that effectively amounted to recommending nothing at all.
Saint Games’ board was playing for time.
Jing Hong heard that this stall tactic was primarily driven by the CEO, Mark Greenberg.
Legally, a board of directors is obligated to maximize value for its shareholders. Refusing to recommend either offer under these circumstances seemed utterly indefensible. In reality, however, corporate shareholders and boards often suffer from conflicts of interest; the board simply didn’t want the company to be acquired, harboring its own hidden agenda. This was no exception—Saint Games’ board was using meaningless rhetoric to buy time.
It was glaringly obvious that the smaller consortia Mark Greenberg had rounded up as white knights lacked the capital to compete in a bidding war against giants like Fanhai and Qinghui.
Meanwhile, on the open market, knowing that Fanhai and Qinghui were locking horns for control of Saint Games, numerous hedge funds scrambled to buy up Saint Games shares. As a result, Saint Games’ stock price climbed steadily higher, opening the door for the board to use “undervalued market price” as an excuse to reject both offers. When that happened, Fanhai and Qinghui would have no choice but to raise their total offer consideration.
Inside the General Manager’s office at Fanhai Group, Zhao Hanqing sought Jing Hong’s guidance: “What should we do? The situation has gotten complicated. On one hand, we have to compete with Qinghui; on the other, Saint Games’ stock price on the exchange keeps climbing and is now closing in on our offer price. If it goes any higher, both sides will be forced to raise their bids.” Clearly, a tender offer price had to remain higher than the secondary market trading price; otherwise, shareholders wouldn’t accept the offer, choosing instead to sell directly on trading platforms—a process far simpler and faster, completed in a split second with a few taps on a screen.
“…” Jing Hong closed a file in front of him and said, “Let me think.”
If the final price climbed too high, it would certainly be unwise. Finance even had a term for it: the “winner’s curse”—referring to a scenario where a bidder drives the acquisition price to an exorbitant level just to win the target company.
Zhao Hanqing added, “Our current offer is actually already pushed to the absolute limit.”
Jing Hong tapped his fingers on the desk and asked, “Have you factored in the USD exchange rate?”
Throughout 2018, the Federal Reserve had maintained a hawkish stance, abandoning its dovish tone of recent years to enact several rate hikes of 25 basis points each. Global capital flowed into the US, driving the dollar sharply higher, with the USD to RMB exchange rate teetering on the verge of breaking through 7.0.
Since Fanhai was conducting this acquisition through its US subsidiary, the surging dollar meant their acquisition war chest held relatively more purchasing power.
Zhao Hanqing said, “That’s already been factored in.”
Jing Hong nodded. “Understood.”
“Then see what you think,” Zhao Hanqing paused, adding, “By the way, I looked over Qinghui’s tender offer document. It contains a discriminatory clause targeted at Fanhai Group as an existing shareholder of Saint Games. Fanhai has the right to veto their offer.”
“Mm,” Jing Hong said. “Good. Veto that offer first and force Qinghui to resubmit a new one.”
After Zhao Hanqing departed, Jing Hong pressed the bridge of his nose.
Zhou Chang… Zhou Chang again.
A name he just couldn’t bypass.
A week after Qinghui issued its competitive tender offer, Fanhai Group suddenly dropped two bombshell announcements.
First, Qinghui Group’s offer contained discriminatory terms against Fanhai, which Fanhai Group had officially vetoed.
Even more unexpected was the second announcement: Fanhai Group declared that it would absolutely not raise its offer price, standing firm at the current £35 per share. Fanhai emphasized that the existing offer price already exceeded the company’s actual intrinsic value and that its previous bid had been made with full sincerity.
This time, Fanhai refrained from pointing out how Saint Games had manipulated its own financial numbers, opting instead to state that “Saint Games’ previous stock price genuinely reflected its recent operational performance”—leaving Saint Games unable to voice its grievances without exposing its own manipulation.
This firm declaration of “no price increases” poured cold water over the feverish capital markets. Saint Games’ stock price finally halted its rally and stabilized.