Chapter 410： Privatisation offer
Originally, when William Chen came to meet these two parties this time, he was already prepared.
Initially, his idea was to choose one of the three European semiconductor giants for acquisition after the acquisition of Hynix.
After the team's analysis, the most suitable one among the three giants is STMicroelectronics, which he is currently acquiring, because this company's business has the strongest complementarity with Hynix.
And another point is that STMicroelectronics and Hynix have a 50/50 joint venture wafer fab in China. After the two are acquired, this wafer fab can be fully attributed to the new merged company.
The so-called European semiconductor giants are NXP, Infineon and STMicroelectronics. Since 1987, the European “Big Three” have almost never fallen out of the top 20 global semiconductor companies.
The competition between the three European semiconductor giants has always existed, and Chen William's condition for Italy and France is to merge the acquired Hynix into STMicroelectronics, so that this company will become Intel and Samsung Electronics. The world's third largest semiconductor company after.
On the one hand, merging Hynix, which has a higher market value, into STMicroelectronics can satisfy the self-esteem of Europeans; on the other hand, even after such a merger, if they still retain their shares, then the total shareholding of both parties will also be below 15%, It doesn't have much right to speak, and it doesn't have much meaning.
After persuading France and Italy, the biggest obstacle to the acquisition of STMicroelectronics has been removed. Next, William Chen continued to absorb his shares from the three exchanges where STMicroelectronics was listed, while taking the acquisition team to Switzerland. STMicroelectronics headquarters, to meet their management.
It is easy for the management to handle it. After all, STMicroelectronics has no problems with its operation. The main reason for their recent sluggish performance is the downturn in the overall environment. Once the semiconductor industry ushered in a rising cycle, the company's business will immediately have improvement, so after the acquisition, William Chen is not ready to make too much adjustment to the management.
In this case, he merged Hynix into STMicroelectronics, which is equivalent to expanding the company's scale. In addition, Europe has just experienced a debt crisis, and financing in Europe is very difficult. After Chen William acquired them, he would inject capital. , it will also allow STMicroelectronics to better survive the low ebb of this industry cycle.
Therefore, the management of STMicroelectronics basically welcomed William Chen's acquisition.
However, on the other hand, the stock market is not so easy to continue to absorb, because the news of William Chen's plan to acquire STMicroelectronics has been made public, and this is also a hot event in the market at this time, so STMicroelectronics stock price, during this period of time , rose more than 10% directly.
And not only are there institutions that are rushing to raise funds in the market, but the holders of this stock also have a psychology of reluctance to sell, and not many people will sell them. Therefore, when William Chen sold his STMicroelectronics holdings. When the share ratio was pushed up to more than 40%, ST’s share price rose again by 15%, and every subsequent purchase would push the price even higher, because there were very few people willing to sell.
However, it is enough now. He signed an agreement with France and Italy to take the closing price of STMicroelectronics on October 20 as the benchmark price and a premium of 25% to acquire all the shares in their hands. At the same time, he also agreed with STMicroelectronics has reached an agreement to acquire a 1.5% stake in the company's equity incentive pool at the same price.
In this way, the proportion of STMicroelectronics shares held by all related parties of Chen William exceeded 70%. He officially announced that on the three stock exchanges where STMicroelectronics was listed, he issued an offer to privatize the company, and the privatized stock price was the same as his. The purchase price of shares in France, Italy and STMicroelectronics is the same.
At this price, based on the price on October 20 after the stock rose sharply, a premium of 25% was acquired. At the same time, this acquisition price is more than 50% higher than the average closing price of STMicroelectronics in the last 30 days; it is more than 70% higher than the average closing price of STMicroelectronics in the last 90 trading days.
After the privatization offer is made, STMicroelectronics will establish a special committee of the board of directors, which consists of independent directors, as well as shareholder representatives and directors who have no interest in the company, to review the privatization offer and monitor other shareholdings. People will vote. Once the votes reach a certain percentage, the privatization offer will officially take effect, and STMicroelectronics will be wholly acquired by William Chen, thereby withdrawing from trading on the three major stock exchanges that have already been listed.
Generally, for the privatization of a listed company, after the offer is made until the completion of the privatization, the time for the delisting of the company will vary. The short one can be completed within 1-3 months, and the long one is more than a year.
Because after the offer is made, some procedures still need to be carried out, including the establishment of a special committee of the board of directors to review the offer, listen to opinions from all sides, continue to negotiate and communicate with the acquirer, and then hold a special general meeting to review the offer. Vote, if the affirmative votes reach a certain proportion, the plan can be passed and the forced privatization process can be carried out.
However, according to the analysis of William Chen's acquisition team On the one hand, the current economic situation is not good, especially the semiconductor industry, which is in a downturn cycle. William Chen's bid for STMicroelectronics is compared to other In terms of the current market value of listed giants, there is already a sufficient premium, so it is very likely that the privatization acquisition will be completed with the consent of the shareholders.
However, STMicroelectronics is listed on three exchanges at the same time, so compared with other companies, the privatization process will be slightly slower. In the most optimistic case, it may take at least two months to Completion of the final take-private acquisition.
The main reason why this acquisition is eye-catching is that it has been disclosed in relevant reports that Chen William's Southern Cross Holdings has completed the acquisition of South Korean semiconductor giant Hynix. If he succeeds in acquiring STMicroelectronics, it will A merger of these two highly complementary semiconductor companies is highly likely.
In that case, in terms of the share of Hynix and STMicroelectronics in the global semiconductor market at this time, the merger of the two, the new semiconductor giant with the third largest market share is about to be born, which will have a great impact on the current structure of the semiconductor market. Impact.
In the same way, William Chen will not stay and wait for the final acquisition result. After he confirmed to issue a takeover offer for STMicroelectronics, he left Europe and returned to Atlanta.
Because he got news that in the Agricultural Research Institute of Atlanta Island, the preliminary research on the two plants, streamer grass and vitality ball, has been completed, and large-scale planting can be started.
In particular, some progress has been made in the research on the two, so William Chen decided to go back and deal with this matter first.
Initially, his idea was to choose one of the three European semiconductor giants for acquisition after the acquisition of Hynix.
After the team's analysis, the most suitable one among the three giants is STMicroelectronics, which he is currently acquiring, because this company's business has the strongest complementarity with Hynix.
And another point is that STMicroelectronics and Hynix have a 50/50 joint venture wafer fab in China. After the two are acquired, this wafer fab can be fully attributed to the new merged company.
The so-called European semiconductor giants are NXP, Infineon and STMicroelectronics. Since 1987, the European “Big Three” have almost never fallen out of the top 20 global semiconductor companies.
The competition between the three European semiconductor giants has always existed, and Chen William's condition for Italy and France is to merge the acquired Hynix into STMicroelectronics, so that this company will become Intel and Samsung Electronics. The world's third largest semiconductor company after.
On the one hand, merging Hynix, which has a higher market value, into STMicroelectronics can satisfy the self-esteem of Europeans; on the other hand, even after such a merger, if they still retain their shares, then the total shareholding of both parties will also be below 15%, It doesn't have much right to speak, and it doesn't have much meaning.
After persuading France and Italy, the biggest obstacle to the acquisition of STMicroelectronics has been removed. Next, William Chen continued to absorb his shares from the three exchanges where STMicroelectronics was listed, while taking the acquisition team to Switzerland. STMicroelectronics headquarters, to meet their management.
It is easy for the management to handle it. After all, STMicroelectronics has no problems with its operation. The main reason for their recent sluggish performance is the downturn in the overall environment. Once the semiconductor industry ushered in a rising cycle, the company's business will immediately have improvement, so after the acquisition, William Chen is not ready to make too much adjustment to the management.
In this case, he merged Hynix into STMicroelectronics, which is equivalent to expanding the company's scale. In addition, Europe has just experienced a debt crisis, and financing in Europe is very difficult. After Chen William acquired them, he would inject capital. , it will also allow STMicroelectronics to better survive the low ebb of this industry cycle.
Therefore, the management of STMicroelectronics basically welcomed William Chen's acquisition.
However, on the other hand, the stock market is not so easy to continue to absorb, because the news of William Chen's plan to acquire STMicroelectronics has been made public, and this is also a hot event in the market at this time, so STMicroelectronics stock price, during this period of time , rose more than 10% directly.
And not only are there institutions that are rushing to raise funds in the market, but the holders of this stock also have a psychology of reluctance to sell, and not many people will sell them. Therefore, when William Chen sold his STMicroelectronics holdings. When the share ratio was pushed up to more than 40%, ST’s share price rose again by 15%, and every subsequent purchase would push the price even higher, because there were very few people willing to sell.
However, it is enough now. He signed an agreement with France and Italy to take the closing price of STMicroelectronics on October 20 as the benchmark price and a premium of 25% to acquire all the shares in their hands. At the same time, he also agreed with STMicroelectronics has reached an agreement to acquire a 1.5% stake in the company's equity incentive pool at the same price.
In this way, the proportion of STMicroelectronics shares held by all related parties of Chen William exceeded 70%. He officially announced that on the three stock exchanges where STMicroelectronics was listed, he issued an offer to privatize the company, and the privatized stock price was the same as his. The purchase price of shares in France, Italy and STMicroelectronics is the same.
At this price, based on the price on October 20 after the stock rose sharply, a premium of 25% was acquired. At the same time, this acquisition price is more than 50% higher than the average closing price of STMicroelectronics in the last 30 days; it is more than 70% higher than the average closing price of STMicroelectronics in the last 90 trading days.
After the privatization offer is made, STMicroelectronics will establish a special committee of the board of directors, which consists of independent directors, as well as shareholder representatives and directors who have no interest in the company, to review the privatization offer and monitor other shareholdings. People will vote. Once the votes reach a certain percentage, the privatization offer will officially take effect, and STMicroelectronics will be wholly acquired by William Chen, thereby withdrawing from trading on the three major stock exchanges that have already been listed.
Generally, for the privatization of a listed company, after the offer is made until the completion of the privatization, the time for the delisting of the company will vary. The short one can be completed within 1-3 months, and the long one is more than a year.
Because after the offer is made, some procedures still need to be carried out, including the establishment of a special committee of the board of directors to review the offer, listen to opinions from all sides, continue to negotiate and communicate with the acquirer, and then hold a special general meeting to review the offer. Vote, if the affirmative votes reach a certain proportion, the plan can be passed and the forced privatization process can be carried out.
However, according to the analysis of William Chen's acquisition team On the one hand, the current economic situation is not good, especially the semiconductor industry, which is in a downturn cycle. William Chen's bid for STMicroelectronics is compared to other In terms of the current market value of listed giants, there is already a sufficient premium, so it is very likely that the privatization acquisition will be completed with the consent of the shareholders.
However, STMicroelectronics is listed on three exchanges at the same time, so compared with other companies, the privatization process will be slightly slower. In the most optimistic case, it may take at least two months to Completion of the final take-private acquisition.
The main reason why this acquisition is eye-catching is that it has been disclosed in relevant reports that Chen William's Southern Cross Holdings has completed the acquisition of South Korean semiconductor giant Hynix. If he succeeds in acquiring STMicroelectronics, it will A merger of these two highly complementary semiconductor companies is highly likely.
In that case, in terms of the share of Hynix and STMicroelectronics in the global semiconductor market at this time, the merger of the two, the new semiconductor giant with the third largest market share is about to be born, which will have a great impact on the current structure of the semiconductor market. Impact.
In the same way, William Chen will not stay and wait for the final acquisition result. After he confirmed to issue a takeover offer for STMicroelectronics, he left Europe and returned to Atlanta.
Because he got news that in the Agricultural Research Institute of Atlanta Island, the preliminary research on the two plants, streamer grass and vitality ball, has been completed, and large-scale planting can be started.
In particular, some progress has been made in the research on the two, so William Chen decided to go back and deal with this matter first.
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