毒丸计划：新浪反盛大收购案PPT格式课件下载.ppt

1、A strategy used by corporations to discourage a hostile takeover by another company.The target company attempts to make its stock less attractive to the acquirer.Two kinds of Poison Pill:Two kinds of Poison Pill:“Flip-inallowsexistingshareholders（excepttheacquirer）tobuymoresharesatadiscount.“Flip-ov

2、erallowsstockholderstobuytheacquirerssharesatadiscountedpriceafterthemerger.Poison Pill IntroductionPoison Pill IntroductionFlip in（shareholder rights plan）The company issues rights to existing sharehold Hostile Acquisition reaches the set%Convert the right into a large amount of shares Dilutes the

3、percentage of stock on the bidders handsmakes acquisition more expensive Poison Pill IntroductionPosion Pill is viewed as illegal,or Posion Pill is viewed as illegal,or restrainted in some countries like restrainted in some countries like Canada,Great Britain.Canada,Great Britain.Poison Pill can be

4、used in other field:Poison Pill can be used in other field:Sports and PoliticsSports and PoliticsPoison Pill IntroductionHistory of Posion Pill:The poison pill was invented by noted M&A lawyer Martin Lipton of Wachtell,Lipton,Rosen&Katz,in 1982 It was reported in 2001 that since 1997,for every compa

5、ny with a poison pill that successfully resisted a hostile takeover,there were 20 companies with poison pills that accepted takeover offers.In our case SNDA planed to takeover SINABackgrounds:SNDA:the largest Online Game Company in China.SINA:the largest Portal Web Company in China.Market Value in 2

6、005:SNDA（2.1B）,SINA（1.3B）.SNDA wanted to diversify its business modules.SINA Stock Structure was not concentrated.SNDA VS SINAHighlights:On Feb.18th 2005:SNDA purchased 19.5%Common Stocks of SINA.On Feb.19th 2005:SINA showed the rejected attitudeOn Feb.24th 2005:SINA made a Poison Pill Plan for SNDA

7、 hostile takeoverSNDA VS SINASNDA VS SINADetails:On Feb.22th 2005:authorized the issuance of Right foreach outstanding Ordinary Share at a purchase price of$150 per Right.Each Right（except the acquirer）would entitle its holderto purchase$300 worth of Ordinary Shares for$150.“Event”:if SNDA buys 0.5%

8、or more.SINA can redeem the Rights at a price of$0.001 at any time until 10 business daysSNDA VS SINAOutcomes:SNDA stopped purchasing.On Nov.6th 2006:SNDA started to sell the Ordinary Share of SINA,went down to 11.4%by the end of 2006.SINA defeated SNDA hostile takeover and kept businessgrowth in Ch

9、ina market.1 years later,CFO（Charles Cao）was promoted as CEO.Detailed AnalysisDate:Feb.22,2005Sina Stock Price:$23.00StockPriceOutstandingSharesMarketValue50%Share$23.0055,521,039$1,276,983,897.00$638,491,948.50SharesValueSNDA10,826,603$249,011,859.92Others44,694,436$1,027,972,037.09Triggered（20%）Pr

10、iceSharesValueSNDA$23.0011,104,208$255,396,779.40Others$23.0044,416,831$1,021,587,117.60NewStock$11.5044,416,831$510,793,558.80SinaTTLPrice99,937,870$1,787,777,455.80SNDA$17.8911,104,208$198,641,939.53Others$17.8988,833,662$1,589,135,516.27Detailed Analysis389Mil695MilSNDA need to pay more:695-389=306MilConclusionsA very useful tool for deterring hostile takeover.Maximize benefits for the existing shareholders.Be unfair to the Acquirer.Lose the opportunity for win-win.