CCTV News:According to the WeChat official account message of WeChat of the Industry and Information Technology Commission, some netizens asked what would happen to the mobile phone numbers they sold if virtual operator went bankrupt, and whether they could still be used normally. Is the user free to choose the operator to switch to the network, or is it taken over by the fixed operator?

　　Reply from the Ministry of Industry and Information Technology: In accordance with the Measures for the Administration of Telecommunication Network Code Resources, the Telecommunication Network Code Plan and other relevant regulations, and according to the needs of basic telecommunications enterprises, our Ministry will allocate special number segments for mobile communication resale business. Basic telecommunications enterprises should do a good job in data opening, and reasonably allocate code number resources for their use according to the needs of mobile communication resale enterprises (namely virtual operator Company, hereinafter referred to as resale enterprises) to ensure the effective use of code number resources.

　　Regarding the related issues about the closure of the resale enterprise you consulted, because the right to use the special number segment of the corresponding mobile resale business belongs to the basic telecommunications enterprise, when the resale enterprise cooperating with the basic telecommunications enterprise closes down, the related business can be undertaken by the basic telecommunications enterprise or other resale enterprises accessed by the basic telecommunications enterprise, and the corresponding code number resources can be used normally.

Original Zhang Tianyu Yachang Art Network

Who is Kanye? You know, the Kanye.

The inventor of that expensive Yeezy shoe (coconut shoe).

Kim kardashian’s husband.

What a famous rapper in America.

Kardashian and the Kanye family

On July 4th, 2020, Kanye Omari West announced on Twitter that he would run for the presidency of the United States.

I heard that this tweet of Kanye is already the first hot search.

In 2016, Kanye and Trump took a friendly photo.

There is a reason to write about Mr. Kanye today-he is ambitious for the road of art, from childhood to adulthood.

[There is a photographer’s father’s grandfather]

On June 8, 1977, Kanye Omari West was born into a middle-class family in Atlanta.

Kanye Omari West’s father, Ray West, is a former Black Panther party member and the first black photojournalist in the Atlanta Constitutional newspaper.

His most representative works are portraits taken for Maya Angelou, a poet and civil rights activist, and photos taken for President Ronald Reagan in 1983.

When Kanye was 3 years old, his parents divorced and he followed his mother to live in Chicago. Perhaps this is the reason why Kanye rarely mentioned his father in public.

[I used to be a primary school student in Nanjing]

Kanye’s mother, Donda West, was a professor of English at Atlanta University and the head of the English Department at the University of Chicago.

For Americans, the English department may be the Chinese department of China students. Therefore, in terms of language and culture, my mother has a far-reaching influence on the rap musician Kanye-she began to write poetry at the age of 5, and became interested in rap and painting at the age of 8.

Here is about to mention his most interesting experience.

In 1987, Donna was sent to Nanjing University by the University of Chicago to participate in an exchange program and served as a visiting professor at the School of Foreign Languages of Nanjing University for one year.

At that time, Kanye, who was 10 years old, followed his mother to China, and attended Confucius Temple Primary School for one year.

Kanye is in China.

Kanye climbs Huangshan Mountain.

At the age of 13, Kanye persuaded his mother to rent a recording studio for him, and accompanied by her, she recorded the first rap single "Green Eggs and Ham".

Regarding Kanye’s growth, Donna once wrote in her autobiography Raising Kanye:

"I have been thinking that college is the ticket to a better life. But some career goals don’t need to be obsessed with college. For Kanye, making an album called College Dropout is more about having the courage to embrace yourself than following the shortcuts created by society. " (This sentence actually applies to the college entrance examination candidates who have just experienced a special year in 2020.)

[A high school student who can draw]

Recently, Kanye’s paintings in high school appeared in a program "antiques road show" on American PBS.

These graphite paintings, gouache paintings and prints were all painted by Kanye when he was 17 years old.

At the end of this "Jianbao" program, the overall valuation of these five paintings was made: 16,000-23,000 US dollars.

In 1995, Kanye, still a high school student, took art courses in several schools, including the famous art institute of chicago.

[Kanye who invented coconut shoes]

At the Grammy Awards in 2008, Kanye appeared on the stage wearing the first publicly sold "Nike Air Yeezy" that she cooperated with Nike, which officially opened the curtain of Yeezy Empire.

Yeezy’s brand name comes from the abbreviation of the nickname "Kanyeezy" given to Kanye by singer Jay-Z (Beyonce’s husband) in 2003. In China, people call "Yeezy" "Coconut" according to homonym.

(For the relationship between Jay-Z and Beyonce’s top CP and art, you can poke this article to understand:)

On September 29, 2018, Kanye announced the launch of the activity under the stage name "Ye".

Interestingly, because of his great admiration for Jobs, Kanye thinks that the most popular Yeezy Boost 350 in the world is the sneaker version of the iPod: there are countless color schemes, but they are always the same.

In 2020, Kanye announced that Yeezy would cooperate with GAP, a fast fashion brand, to jointly launch Yeezy GAP series products. However, this cooperation is not an ordinary cross-border joint name, but will be a ten-year long-term cooperation.

They will jointly develop a brand-new product line called Yeezy GAP, which will be sold independently of the GAP brand.

On the day when the news was announced, a mysterious building covered by a gray curtain appeared on the streets of Chicago. Even without looking at Kanye’s handwritten notes scribbled on the wall, it can be seen that this is another work with obvious Kanye aesthetic from the overall tone of minimalism and gray cement.

[Because of the hot search on my wife’s refrigerator]

At the beginning of this year, Kanye’s wife Kardashian posted a photo of an empty refrigerator on social platforms, which was ridiculed by netizens for "only eating air" at ordinary times.

Soon, the reverse was particularly sour-# Kardashian’s walk-in refrigerator # went on a hot search.

Because Kardashian exposed a video to show the real size of her refrigerator after seeing the ridicule of netizens.

This walk-in refrigerator not only has huge space and food, but also all fruits and vegetables come from private organic farms and orchards.

At the same time, Kanye and Kardashian’s minimalist mansion surprised more netizens.

Kardashian and Kanye’s mansions, comparison before and after design.

(The picture on the left is before the design, and the picture on the right is after the design, yes, it is correct.)

In this 800-square-meter, minimalist and monochromatic mansion, it is difficult to find the trace of the door in the room, which is extremely empty.

In Kardashian’s own words, it is "like a minimalist monastery".

[The grandfather of many artists and friends]

Kanye and Kardashian’s mansion design is unique, and the man behind it is Axel Vervoordt, a Belgian collector and designer who can make Kanye, who has always been high-profile, modest.

Axel Vervoordt

As a musician, Kanye also worked hard on the album cover.

The album cover of "808s & Heartbreak" with Kaws.

The cover is equipped with a deflated heart-shaped balloon, and the cover of the deluxe edition is made by Kaws, which has been in demand for two years. In 2013, Complex named it the best rap album cover in the past five years.

The album cover of My Beautiful Dark Twisted Fantasy with George Condor.

George Condo is a famous contemporary American artist. He was born in New Hampshire in 1957 and now lives and works in new york. Condor is an artist with renaissance color, and his distorted and humorous portraits are unanimously recognized by the art world.

And let more ordinary people know Condor is a star-G-G-Dragon.

G-Dragon had previously posted a photo on INS squatting in front of George Condor’s famous painting "BIG JOHN".

The album cover of Kids See Ghosts with Murakami Takashi.

In 2007, Kanye and Murakami Takashi started their first cooperation, supervising the direction of the album Graduation and designing the cover art for the accompanying single of the album.

Murakami Takashi and Kanye

It is said that Kanye’s cooperation with Murakami Takashi originated from a short visit. At that time, Kanye went to Tokyo and visited Kaikai Kiki Studio in Murakami Takashi.

– END –

Original title: "Hot Spots | Boys who went to elementary school in Nanjing in the 1980s are now running for the US President? 》

Read the original text

[Write in front]

As early as the beginning of 2014, when Vanke implemented the "business partner system", "barbarians at the door" was one of its concerns at that time.

But who is a "barbarian" and what kind of person is a "barbarian"?

"Barbarians at the door" is used by Wall Street in the United States to describe those hostile purchasers.

The Barbarian at the Door describes the cause and effect of RJR Na Beske Company’s acquisition with documentary reports, reproduces the most famous corporate battle in the history of Wall Street, and comprehensively shows how enterprise managers obtain and master the controlling stake of the company.

The Paper (www.thepaper.cn) was authorized by Yong Yang, general manager of Hong Ren Investment, to reprint the book and the M&A case published by Hong Ren Investment Micro Signal.

In 1980s, the acquisition of RJR Beske Company in the United States was called a classic battle of KKR, a veteran PE. Known as the "Great Acquisition of the Century", this transaction shocked the world with a purchase price of $25 billion, making it the largest leveraged buyout in history, which made the subsequent acquisitions far behind.

The acquisition campaign was mainly launched between the senior managers of RJR Na Beske Company and KKR (Kohlberg Kravis Roberts & Co.), a famous acquisition company, but due to its huge scale, many of them were

Direct or indirect participation of investment banks and financial institutions such as Morgan Stanley and First Boston.

Barbarian at the door

Target enterprise: RJR Na Beske Company.

As the largest food and tobacco producer in the United States, Reynolds-Na Beske Company was formed by the merger of American veteran food producers Standard Brands Company and Nabisco Company and RJR Company (manufacturer of Winston, Salem and Camel brand cigarettes), one of the two largest tobacco companies in the United States. At that time, it was the 19th industrial company in the United States, with 140,000 employees. It owned many famous brand products, including Oreos, Lezhi biscuits, Winston and Salem cigarettes, and Life Savers candy, which were distributed in every retail store in the United States. Although the food business of RJR Na Beske Company has expanded rapidly after two mergers, the rich profits of tobacco business still account for about 58% of its main business.

In the first two years after the merger, RJR Na Beske Company’s profit increased by 50% and its sales performance was good. However, with the crash of the stock market on October 19, 1987, the company’s stock price plummeted from the peak of $70. Although the company bought a lot of its own shares in the spring, the stock price did not rise, but fell to $40. In December, although the company’s profit increased by 25%, and the food stocks were also rising, the shares of RJR Na Beske Company were still neglected due to the influence of tobacco stocks, and 60% of its sales still came from Na Beske Company and Delmonte Food Company. The company tried to put the tobacco and food business together, but it didn’t work at all, and the decentralized management lost its effectiveness.

Merger and acquisition: management of RJR Na Beske Company.

The senior management of RJR Na Beske Company headed by Ross Johnson is the initiator of this acquisition. This group includes the head of Reynolds Tobacco Company-Ed Horichgen, Chairman of the Board of Directors of Na Beske Company Jim Welch, General Counsel Harold Henderson, independent director and consultant Andrew G.C. Sage II, etc.

Ross Johnson, who doesn’t have much ability in management, was still unknown in American business at the age of 40. With the help of a headhunting company, he became the president of a sign company. In 1984, Ross Johnson became the CEO of Na Beske Company. In 1985, he completed the merger of Reynolds-Na Beske Company. The next year, he became the CEO of RJR Na Beske Company. Johnson dares to innovate. Under his leadership, Reynolds Tobacco Company produced products with an output value of $1 billion within one year.

However, although this company is rich in cash, it is relatively conservative and closed in culture. The enterprise managers have long lost the creativity and enterprising spirit of the founders, and they are cautious in decision-making and rarely make breakthroughs. Johnson’s arrival didn’t bring much innovation to his management. His biggest hobby is spending a lot of money.

Johnson won’t be noticed if he just stays on extravagant consumption. He has a more ambitious plan, that is, through the management participation in the acquisition, RJR Na Beske Company will be turned into a private enterprise.

Merger and acquisition: Kohlberg-kravis-Roberts Company (KKR).

KKR was founded in 1976. As a PE company, KKR has outstanding performance, and it is good at MBO, which is commonly referred to as "management buyout". However, with the further understanding of leveraged buyout by others, the number of leveraged buyout companies gradually increased, and by 1987, there was a phenomenon of industry crowding. Kravis and Roberts made a decisive decision: lock the business target in the bulk acquisition business of $5 billion to $10 billion. Because few people get their hands on such a big business, KKR has already had such big deals as $6.2 billion for Beatrice, $4.4 billion for Safeway and $2.1 billion for Owens-Illinois.

From June, 1987, KKR began to use all public methods to raise funds. In order to stimulate more investors to join, the company proposed that the management fees of all transactions completed before 1990 could be reduced. By the end of the fundraising, the funds raised had reached 5.6 billion US dollars.

Acquisition process

In October, 1988, the management represented by Ross Johnson, CEO of RJR Na Beske Company, proposed to the board of directors that the management buy the company’s equity. The management’s MBO proposal includes the plan to sell the food business of RJR Na Beske Company after the acquisition, and only keep its tobacco business. Its strategic consideration is based on the market’s underestimation of the huge cash flow of tobacco industry, and the food business is not fully recognized for its value because it is mixed with tobacco. Reorganization will eliminate the unfavorable factors of market underestimation, and then gain huge profits.

Ross Johnson and Hilsen’s leveraged buyout plan hit it off. Both sides agreed that the price of RJR Na Beske’s stock should be around 75 dollars per share, which is higher than the market transaction price of 71 dollars, and the total transaction price reached 17.6 billion dollars. Because Hilsen wanted to complete the transaction independently, they didn’t have the power to introduce junk bonds, and all the funds of about $15 billion needed loans from commercial banks. Trust Bank seized the opportunity to provide financing for leveraged buyouts of blue-chip companies, and raised $16 billion worldwide, but according to Hilsen’s accounting, it was only $15.5 billion.

Investment bankers on wall street still reacted instinctively: this bid is too cheap! Johnson is robbing the company! Just as Johnson and Hilsen were having wishful thinking, KKR’s bid participation made the MBO planners wake up from a dream. In sharp contrast to the spin-off planned by CEO Ross Johnson, KKR wants to keep all its tobacco business and most of its food business, and KKR has made a bid of $90 per share. The contest between Hilsen and KKR began.

Hilsen chose to cooperate with Salomon Company to raise funds, but Hilsen could not confront KKR in terms of intelligence and financing. KKR has drexel and Merrill Lynch as consultants, and introduced a tender to buy PIK preferred shares, the price reached $11 per share, which was close to $2.5 billion. The demand for PIK shares in the world market quickly turned it into junk bonds, which meant that there were $2.5 billion in funds.

However, the exposure of the Johnson Management Agreement and the "Golden Parachute Plan" angered the shareholders and employees of RJR Na Beske Company. 525,600 restricted stock plans worth nearly $50 million, generous consulting contracts and 1,500 restricted shares each made Johnson unscathed in this acquisition, regardless of success or failure. Johnson’s greedy approach made MBO lose the support of the people. Finally, KKR won the battle with a price of $109 per share and a total amount of $25 billion.

In the last round of bidding, the difference between Hilsen’s offer and KKR was only $1, which was $108 per share. But it is not the difference in purchase price that makes the shareholders of RJR Na Beske Company make the final decision. KKR promised to give shareholders 25% of the shares, and Hilsen only gave shareholders 15% of the shares; KKR promised to sell only a small part of Beske’s business, while Hilsen wanted to sell all the business. In addition, shareholders also listed a dozen other differences. In addition, Hilsen failed to prove the reliability of its securities through restructuring, and failed to ensure the welfare of its employees. It is for these reasons that the shareholders of the company finally chose KKR Company.

The purchase price is $25 billion. Besides the syndicated loan of $14.5 billion, Dechong and Merrill Lynch also provide a bridging loan of $5 billion, waiting to be repaid by issuing bonds. KKR itself provided US$ 2 billion (including US$ 1.5 billion in equity), another US$ 4.1 billion in preferred shares, US$ 1.8 billion in convertible bonds and US$ 4.8 billion in foreign debts owed by RJR.

The signing date of the acquisition was February 9, 1989. More than 200 lawyers and bankers attended, and Hanover Trust and Investment Company raised $11.9 billion from banks all over the world. KKR provided a total of $18.9 billion, meeting the cash payment promised at the time of acquisition.

In fact, the cost of the whole transaction reached 32 billion US dollars, including more than 200 million US dollars from Dechong Company, more than 100 million US dollars from Merrill Lynch, more than 300 million US dollars from the financing of the syndicate, and KKR’s own fees reached 1 billion US dollars.

After the acquisition

After Ross Johnson, Luis gerstner became the new CEO of RJR Na Beske Company after the acquisition. He made drastic reforms to the original company and sold a lot of luxury facilities. According to the company’s report, in 1989, the company had a net loss of $1.15 billion after paying off its debts of $3.34 billion, and in the first half of 1990, it had a loss of $330 million. However, judging from the company’s cash flow, everything is still normal.

Beske’s operating profit in 1989 reached 3.5 times the previous cash flow, but Reynolds Tobacco Company is still in a state of preparation. In March 1989, RJR stopped the production of Premier brand cigarettes. Subsequently, the company laid off employees and the number of employees was reduced to 2,300. Under the leadership of the new manager, the company improved the equipment, improved the production efficiency, and at the same time greatly reduced the cost, so that the company’s tobacco profit increased by 46% in the first half of 1990. But when paying off junk bonds with cash brought by tobacco, Reynolds’ competitor Philip Morris increased his sales strength and lowered the price of tobacco. According to analysis, the tobacco market of RJR shrank by 7% ~ 8% in 1989.

The problem left by KKR is not only the poor return on capital, but also the failure of other industry leaders introduced. Whether Lou Gerstner is invited by American Express Company or Charles Harper of ConAgra, they have no experience in tobacco industry and have no enthusiasm for this business. After a continuous decline in performance, KKR had to divest Reynolds Na Beske’s remaining equity in early 1995, Reynolds Tobacco Holding Company became an independent company again, while Na Beske also became an independent food production enterprise, and Renault Company and Na Beske Company returned to their respective starting points. In the first half of 2003, Reynolds’ sales decreased by 18% compared with the previous year to only $2.6 billion, while operating profit decreased by 59% to $275 million.

Brief comment

The control struggle between investment bankers and enterprise managers, the ultimate beneficiary is the shareholders of the enterprise, which can be proved by the rich shareholders of RJR Na Beske Company after the acquisition.

In the form of acquisition. In the general LBO process, investment bankers will reach a consensus with the management of the target enterprise in advance, and complete the acquisition at a price and financing method recognized by both parties. At the same time, they will also make arrangements for the enterprise management and asset restructuring after the acquisition, try to reduce costs and improve efficiency, and sell assets to pay off debts. However, KKR company didn’t know in advance in the acquisition of RJR Na Beske, and there was no communication with the management. They didn’t even know the assets of this enterprise, so they could only participate in it in the form of bidding.

[Interpretation of Investment Bank]

Report on The Barbarian at the Door

-Merger and acquisition of enterprises and corporate governance

1. How was this merger initiated?

Managers are faced with the dilemma of stock appreciation, which makes them look for ways to raise stock prices.

RJR Nabisco’s share price hovered around 40, but it didn’t rise. Ross Johnson faced the pressure from shareholders.

Ross Johnson’s "Prime Minister" cigarette, which will be introduced to the market, is not welcomed and recognized by the market, and Ross Johnson is once again facing the dilemma of stock appreciation.

KKR company has the intention to buy RJR Nabisco, which makes Ross Johnson management team start to think about M&A, a way to safeguard their own interests and raise the stock price.

The huge return after the merger drove Ross Johnson to initiate the merger.

2. What are the motivations of the parties involved in the M&A?

KKR motivation：

Get a higher return on capital value. Because RJR Nabisco’s stock value is undervalued; At the same time, RJR Nabisco has a strong and stable cash flow, which can enhance the company’s capital value.

Enhance RJR Nabisco’s existing corporate strategy to further maximize the interests of shareholders.

The debt level is low.

Huge demolition effort.

A favorable capital structure can save taxes and fees payable.

KKR can get a huge handling fee, and has control over RJR Nabisco, sharing the profits.

Kravis’s individualism: KKR is the founder of LBO, but at the beginning of this merger, he was excluded; Therefore, due to the consideration of face and status in the field, KKR will also participate in the acquisition of RJR Nabisco.

Motivation of professional managers such as Ross Johnson：

The tobacco industry is undervalued by the market.

The influence of tobacco industry and the value of food industry are also underestimated by the stock market.

The management can make huge profits from this acquisition.

First Boston Group：

Get rich rewards in the acquisition to develop the enterprise, revitalize the company’s business and obtain customer sources.

Faustmann：

Ted Faustmann hates junk bonds, while kravis uses junk bonds the most, and Faustmann is angry with kravis. Hilsen has no outstanding talents in leveraged buyouts. This is an opportunity for Faustmann, and he will not miss it.

summary：

1, the stock is undervalued.

2. Make huge profits

3. Revitalize the business

Represented by the management: the business is bigger and the stock price is raised.

3. Who decides the outcome of the merger?

The final outcome is decided by the special committee (shareholder) established by the board of directors; However, the behavior of Ross Johnson management, KKR and other acquisition teams and M&A strategies have an impact on the outcome.

Due to the exposure of Ross Johnson’s "Golden Parachute Project", shareholders saw the greed of management; In addition, the Ross Johnson team can’t keep all the business systems after the acquisition, and can’t guarantee the interests of employees, which makes the special committee set up by the board of directors more inclined to KKR in the later stage of the acquisition.

Compared with Ross Johnson team, KKR is more humanized; They promised to keep the whole business of the company after the acquisition; To ensure the welfare of employees, shareholders can get more equity, thus gaining the support of shareholders.

4. What are the factors that affect the success or failure of LBO?

The development strategy of the company with multi-interests after merger and acquisition put forward by the sponsors.

Purchase price at the time of merger and acquisition

Strong and stable cash flow of M&A sponsors

Analysis and mastery of competitors’ strategies; As the saying goes, know yourself and know yourself.

Get the support and affirmation of the management of the enterprise or the people who have influence on the merger and acquisition results.

Reasonable standardization of operating procedures

The advantages and disadvantages of the special Committee and its influence

Whether the acquired subject matter is suitable: stable cash flow.

Bid, financial planning

5. How is the purchase price formed in the case?

A comprehensive analysis of the target acquisition company

Enterprise development strategy

Company operation

Financial status of the company

enterprise value

Strategic promotion of acquirer and future cash flow forecast

Financing scheme design and value evaluation

6. Who finally benefited from this case? Who is ultimately damaged?

beneficial owner：

The winners of this merger are shareholders, who have realized the stock at a high enough price; With intermediaries, they have gained huge benefits. For example, Dechong provided a $3.5 billion bridge loan and earned $227 million, and the proceeds from selling junk securities were even more; Merrill Lynch provided a bridge loan and earned $109 million; The syndicates of 200 banks provided $14.5 billion in entrusted loans and gained $325 million in income; KKR receives tens of millions of dollars in handling fees from investors; Morgan Stanley and wasserstein each received $25 million in consultancy fees; Goldman Sachs won the auction right of Delmonte Food Company; Lazard: Obtained the auction right of ESPN. According to some sources, this $25 billion merger, in fact, the total transaction cost is $32 billion, and the money is spent like soup. It can be said that M&A is a magic weapon for Wall Street, because whether it is successful or not, Wall Street can earn fees, including consulting fees, business divestiture fees and borrowing fees.

Damaged person：

RJR Nabisco was burdened with heavy debts. In 1989 alone, it paid $3.34 billion in debts, with a net loss of $1.15 billion. Market expenses and research and development expenses have been weakened, competitors have taken advantage of it, and a large number of employees have been laid off.

7. Compared with LBO, what are the distinctive features of MBO?

Specificity of MBO acquisition subject.

The MBO acquirer is mainly the current management of the target enterprise or the legal person or other organization established or controlled by it.

High financial leverage of MBO acquisition financing.

With the help of a large amount of external debt or equity financing, the high financial leverage of the financing scheme determines the high risk and high return of the acquisition itself.

Transfer of actual control right of target enterprise after MBO acquisition.

To a certain extent, the target enterprise has realized the integration of ownership and management rights, and the position of management has changed fundamentally, that is, from a simple enterprise operator to an enterprise owner.

MBO can reduce agency cost.

Compared with LBO, MBO pays more attention to the development strategy of the company, rather than the short-term huge capital return.

8. What behaviors does the case show that the management has deviated from the interests of shareholders?

Management profligacy, private jets, huge subsidies, and these are all holding shareholders’ money to satisfy their own desires.

"Golden Parachute" Project

After the merger, the employee welfare and shareholders’ interests are not considered, and the food business is abandoned.

Only 15% of the shares are reserved for shareholders.

KKR scheme contains less PIK securities and more convertible bonds; Management provides more PIK securities and a small amount of convertible preferred stock.

KKR agreed not to carry out a large-scale layoff plan, and promised to pay the employee severance payment caused by the acquisition, but the management did not agree.

KKR agreed to guarantee the reset terms of all securities to ensure that the bonds would be traded and circulated as originally planned. Hilsen Company, an investment bank hired by the management, refused to guarantee it, so that the management could not bid the full rating during the evaluation.

Start with business, not choose mergers and acquisitions

Ross Johnson donated money from the company to his wife.

9. What measures did the founder take to prevent the control right from falling by? Why is it invalid?

measure：

Launch the merger and acquisition of RJR Nabisco to prevent the delay of stock price from affecting his CEO position.

Refuse to cooperate with KKR and choose Hilsen.

"Golden Parachute" plans to protect itself.

Lay off employees and give shareholders less equity to maximize their own interests.

failure cause：

The exposure of the "Golden Parachute Plan" exposed Johnson’s greed, which made the MBO lose public support.

KKR promised to give shareholders 25% of the shares, while Hilsen only gave shareholders 15% of the shares.

KKR promised to sell only a small part of Beske’s business. But Ross Johnson and Hilsen’s leveraged buyout plan only keeps the tobacco business.

Hilsen failed to prove the reliability of its securities through restructuring, and failed to ensure the welfare of its employees.

KKR agreed not to carry out a large-scale layoff plan, and promised to pay the employee severance payment caused by the acquisition, but the management did not agree.

KKR agreed to guarantee the reset terms of all securities to ensure that the bonds would be traded and circulated according to the original plan. Hilsen Company, an investment bank hired by the management, refused to guarantee it, so that the management could not bid the full rating during the evaluation.

measure：

Indulge in buying, preempted local competitors and became the largest employer in North Carolina.

"Prince Albert" cigarettes, trying their best to find the photo of the Prince of Wales as a cigarette label, vigorously advertising, set off a national advertising campaign. Offer generous rebates to cigarette wholesalers and retailers to encourage them to sell this kind of cigarettes, and those who sell poorly will be punished. The plan to March across the United States was a great success.

The Court of Appeal granted Reynolds Tobacco Company independence: employees hold shares, care about employees’ lives and improve employees’ loyalty.

Reasons for loss of rights：

The eldest son is in politics, the second son is not doing business, and the chairman raises horses.

10. What did you learn from the case? Explain from the perspective of mergers and acquisitions and corporate governance.

M&A perspective：

LBO acquirers use the assets of the acquisition target as debt collateral for financing, and use the money to acquire the target company. The essence of this is to borrow money to buy equity, or to say that you are empty-handed. In fact, KKR’s own funds for this $25 billion acquisition are less than $2 billion, and the rest are from financing.

Compared with LBO, MBO pays more attention to enterprise development strategy, rather than just acquiring the target company to get huge returns in the short term.

Successful LBO/MBO originates from the strategic adjustment of capital allocation, the improvement of operating efficiency and the integration of financial technology;

Adjustment of capital allocation strategy: redefining business scope, new business unit strategy or portfolio strategy;

Operational adjustment and improvement of operational efficiency: changes in sales, cost or asset management methods;

Organizational improvement: organizational structure or business process adjustment (which may involve system or management changes);

Financial strategy: the application of financial technology and financial risk management, a new method to manage the balance sheet, a new financial structure or a new corporate legal structure.

From the perspective of corporate governance：

The internal controller system is easy to lead to the monopoly of management. In order to prevent this phenomenon, it is necessary to set up an external supervision mechanism and strengthen supervision; Mutual restriction

The board of directors should ensure independence and objectivity and safeguard the interests of shareholders.

Formulate a reasonable and long-term company development strategy, so as to ensure the long-term development of enterprises, rather than just pursuing short-term enterprise development and stock rise.

On November 22nd, under the guidance of Jiangxi Communications Administration, the Network Security Industry Development Center of the Ministry of Industry and Information Technology and Jiangxi Internet Association jointly released the Top 20 Internet Enterprises in Jiangxi Province in 2019 in Fuzhou. Top 20 enterprises adhere to innovation-driven development, actively integrate with the real economy, promote the change of economic development power, and lead the high-quality economic development of Jiangxi Province, showing five characteristics:

First, the development momentum of enterprises is strong, which has significantly boosted the digital economy in Jiangxi. In 2018, the growth rate of Internet business revenue was as high as 114.7%, maintaining an ultra-high-speed growth momentum and becoming one of the backbone forces to promote Jiangxi’s economic development. The second is to increase investment in innovative research and development to support the rapid development of enterprises. R&D investment increased by 59.6% year-on-year. Enterprises actively developed new technologies and applications, increased investment in innovative R&D, and further enhanced the competitiveness of Internet enterprises. Third, advertising media has become a new bright spot in the industry, and new formats have boosted new economic development. There are six enterprises with advertising media as their main business, which has become a new bright spot in Jiangxi Internet industry. From the perspective of income structure, advertising media and game companies rank in the top two, with a total of 87.3%. Fourth, promote the conversion of old and new kinetic energy, and create a new modern industrial system of "internet plus". Grasping the pain point of traditional industries’ internetization, we have created a number of successful cases in logistics, drug sales, media and other fields, actively promoted the digitalization, networking and intelligent transformation of traditional industries, and created a new modern industrial system of "internet plus". Fifth, the coverage area is relatively balanced, with Nanchang and Shangrao leading the province. Enterprises are located in 8 cities including Nanchang and Shangrao. Among them, the number of Nanchang enterprises reached 11; A number of emerging leading enterprises have emerged in other cities, which have spawned many new models and new businesses.

List of Top 20 Internet Enterprises in Jiangxi Province

List of the Most Growing Internet Enterprises in Jiangxi Province

The Most Innovative List of Internet Enterprises in Jiangxi Province

CCTV News:From December 18th to 20th, the final of the 1st National Postdoctoral Innovation and Entrepreneurship Competition was held in Foshan, Guangdong. This is the largest, highest level and widest coverage national post-doctoral innovation and entrepreneurship competition held since the implementation of the post-doctoral system in China, and it can also be said that it is a competition between super brain in our country.

The contestant on the road show is named Dink, and the project he shows is the "high-speed, high-definition and three-dimensional machine vision system" developed by him and his team in 10 years.

Judges:I want to ask, what are our specific application scenarios?

Player:At present, our main application scenarios are more guided by robots.

In the past, the recognition speed of domestic robot vision system was slow, and most of them could only be designed according to fixed programs, and repeated sorting and handling could not be carried out. The 3D "eyes" developed by the Dink team can identify objects in all directions and greatly improve the vision level of the robot. Dink’s project also got a high score in the roadshow of the Entrepreneurial Competition.

Dink, a contestant in the 1st National Postdoctoral Innovation and Entrepreneurship Competition:Contacting these technical experts and investors and interacting with them can bring some new ideas and even some new application scenarios.

The project roadshow, on-site defense, and on-the-spot bright points, 47 teams competed for the gold, silver and bronze awards in this competition, and the total prize money of the competition was more than 12 million yuan. More importantly, the contest gave many excellent "ideas" a chance to land.

Tang Yong, the expert judge of the contest:How can we cross and inspire each other with our own ideas and ideas, and truly achieve our originality by facing the international (frontier of science and technology)?

The title contest focuses on the practical problems of enterprises

The post-doctoral innovation and entrepreneurship competition has attracted wide attention. The characteristic of this competition is that manufacturing enterprises give questions, and postdoctoral fellows come to answer them, which can be described as "facing the market" and "professional and accurate". Let’s take a look again.

The title contest is one of the highlights of this competition. In the end, 23 technical requirements and 230 applicants entered the finals, and the solutions were displayed on the spot for the problems raised by listed companies.

The way of the competition is similar to that of the Innovation and Entrepreneurship Competition, but the content of the competition is more specific, which solves the practical problems faced by enterprises. This postdoctoral team from Shenzhen brought the world’s leading 6G technical solution to expose the research topics of mobile communication system and key technologies.

Contest contestant Zhang Chenyao:The leading place lies in the low-power algorithm, because the energy consumption on the satellite is limited. We adopt the low-power intelligent technology of wireless sensor network and put it on the on-board as low-power calculation, and achieve the effect of fusion of calculation results through the combination of multiple satellites.

After the completion of the road show, the expert judges of the contest will also ask questions on the spot, and score on the spot around the core competitiveness of the project technology, the effectiveness of the project team, the feasibility of the implementation plan, etc. If the list is finally successfully unveiled, the total amount of rewards will exceed 50 million yuan.

Since the beginning of this year, the state has promoted the implementation of the digital transformation partnership action to empower traditional enterprises to upgrade digitally and intelligently; The implementation of intelligent manufacturing engineering and digital empowerment of small and medium-sized enterprises will enable digital technology to better empower the development of large, medium and small enterprises, which will also create a bigger stage for postdoctoral students.

　　Cctv news Experts from the Forum of 30 Circulation People in China put forward an idea to encourage China supermarket enterprises to enter the markets of five Central Asian countries along the "Silk Road Economic Belt" and establish a "Silk Road Supermarket". To this end, Ma Longlong, vice chairman of the 30-member China Circulation Forum, and Zhi Li, a young expert, wrote to the leaders of the Ministry of Commerce, proposing to establish a "Silk Road Supermarket" and held an expert seminar.

　　According to Ma Longlong, in the summer of 2014, they led a team to five Central Asian countries to investigate the development of local commerce and trade circulation industry, and deeply felt the urgent desire of the local government and people to vigorously develop commercial infrastructure to meet the growing consumer demand. As the "One Belt, One Road" strategy has entered the stage of full implementation, supporting and guiding China supermarket enterprises to enter the Central Asian market along the "Silk Road" is in line with the interests of all countries and has broad prospects.

　　"Construction ‘ Silk Road Supermarket ’ It is of great significance. " Ma Longlong analysis:

　　— — It is conducive to the smooth implementation of the "Belt and Road" strategy.

　　Building a "community of interests" and "community of destiny" of relevant countries is one of the starting points of the "Belt and Road" strategic concept. The construction of "Silk Road Supermarket" is a concrete form of strengthening economic and trade exchanges between China and countries along the route, which can effectively promote the implementation of the strategy and tap the potential of cooperation between China and countries along the route.

　　— — It is conducive to creating a new situation in China’s opening up. China has made remarkable achievements in opening up to the outside world, but the overall pattern is "fast in the east and slow in the west, strong in the sea and weak in the land". The construction of "Silk Road Supermarket" is an important measure to accelerate the pace of China’s opening to the west and help inland border areas move from the edge of opening to the forefront.

　　— — Is conducive to establishing a new diplomatic image of China. Countries along the "Belt and Road" are rich in energy, but daily necessities and fresh food are relatively scarce. The construction of "Silk Road Supermarket" is conducive to reversing China’s diplomatic image with the main purpose of "purchasing resources" and enhancing its diplomatic affinity.

　　— — Conducive to China’s circulation industry going out. In July 2012, the State Council put forward the strategy of "going out" for the circulation industry. The construction of "Silk Road Supermarket" will be a vivid practice of this strategy and will also provide valuable experience for later enterprises.

　　In view of the characteristics of the five Central Asian countries, such as sufficient purchasing power, vast territory and sparsely populated, Ma Longlong believes that a perfect supply chain is one of the key factors for successfully building a "Silk Road Supermarket", and small and medium-sized supermarkets should become the main format of the "Silk Road Supermarket", while private enterprises are more suitable as the main business entities of the "Silk Road Supermarket". Ma Longlong suggested that the government should encourage and guide domestic private supermarket enterprises to go out and build small and medium-sized supermarkets mainly engaged in daily necessities and fresh food in countries along the Belt and Road; The government has invested in the construction of transportation infrastructure and public welfare logistics and distribution centers in countries along the route, and introduced preferential policies for the import and export of goods to facilitate the supply of goods; Five Central Asian countries will be used as construction pilots, and when they are mature, they will be deployed to enter the markets of Turkey or other countries.

　　　　　　 CCTV News:Now, almost every household has broadband. Broadband is idle when we are not at home. If someone told you that these flows can be realized by renting out profits, would you be moved? Some time ago, Mr. Liu, a citizen of Yichang, Hubei Province, was moved by this way of making money, and it turned out that it was a scam.

　　　　　　 Some time ago, Mr. Liu from Yichang, Hubei was introduced, saying that if you rent the idle broadband traffic at home, you can get high cash back, but only if you rent the port of an APP first. So Mr. Liu invested 20 thousand yuan first.

　　　　　　 Victim Mr. Liu: "The rent of a node is 400 yuan a month, and then it can generate 20 yuan a day, which is 600 yuan a month, and you can earn 200 yuan by investing 400 yuan. Twenty thousand dollars bought fifty mouths, and then the twenty thousand dollars returned thousands of dollars. "

　　　　　　 After seeing the profit, Mr. Liu added investment again, but this time the cash back was delayed. He felt cheated and went to the police station to call the police. After receiving the police, the police immediately launched an investigation and found that this was a typical investment fraud case.

　　　　　　 Yang Zhou, a policeman from Xiling District Bureau of Yichang Public Security Bureau: "In the process of fraud, they actually pay back the money to the victims of the previous investment in proportion on a regular basis as promised, but they are actually waiting for an opportunity, that is, once there is a victim who invests a large amount at one time, the fish is hooked, and they will no longer pay back."

　　　　　　 According to the clues provided by the victim, the police locked three suspects in Anyang, Henan Province and arrested them. At the scene, 22 mobile phones, 31 phone cards and 1 computer involved were seized, and 240,000 yuan was recovered.

　　　　　　 After investigation, three suspects forged a set of apps with realized traffic and posted advertisements through multiple channels to attract victims’ investment.

　　　　　　 Zhang Junrui, a policeman from Xiling District Branch of Yichang Public Security Bureau, said: "This kind of network port (fraud) case is relatively new, and the fooled groups are all over the country."

　　　　　　 At present, three suspects have been criminally detained, and the number of deceived people and the amount involved are being further processed.

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Putin is with his dog Kony.

In August, 2003, Putin rowed in the Altai mountain river.

Putin swims in the presidential residence on the outskirts of Moscow. The above three pictures are from Zhongxin.com.

　　Be content with a big fish in your hand

　　Russian media revealed the president’s personal life, and invited officials to eat kebabs and dogs to engage in diplomatic diving, attracting high-ranking officials to follow suit-

　　On April 21st, the Russian Communist Youth League Pravda published an article that revealed Putin’s little-known leisure life.

　　eat and drink

　　Please eat "presidential kebab"

　　"

　　During President Putin’s vacation, those government officials who met with him "semi-officially" did not always leave after the meeting. Sometimes, President Putin will leave them and treat them to a "light meal". In this case, a brazier will be set up in the courtyard of the "Bocharovo Creek" official residence where President Putin lives, and then everyone will sit around and eat grilled fish or kebabs.

　　Sometimes, vegetables, such as eggplant, tomatoes, peppers and onions, are added to the kebabs. In addition to the delicious "presidential kebabs", there will be delicious sour juice to drink. It is said that this is also what Putin particularly likes.

　　On one occasion, Putin hosted a security meeting in Sochi. After that, he took all the participants to the seaside restaurant adjacent to a disco, and the president went to the balcony with them, listening to the deafening disco music coming from next door and munching on delicious food. President Putin nodded at the ballroom and asked the others, "Do you want to try it?" But they didn’t go to the party in the end.

　　make merry

　　Take a break and have a good time.

　　Putin is a car lover, but what makes him feel depressed is that since he became president, he has rarely had the opportunity to drive in person, especially in Moscow, which is "forbidden". However, this is not difficult for the Russian president. He often drives his own car when he inspects his work in other places. Of course, for the sake of safety, bodyguards will always follow him.

　　Cultivate your dog to be a "diplomat"

　　Not long ago, Putin’s dog Kony became one of the "protagonists" in Russian media: when Putin accompanied the visiting Presidents of Belarus and Tajikistan for a walk, Kony obediently followed. It is reported that Putin deliberately brought Kony out, just to close the relationship with the two leaders.

　　Last year, Putin met with Kuchma, then president of Ukraine. When they were ready to start the talks, the dogs began to bark, and Putin had to go back and "appease" them. However, what everyone heard was: "Shut up!" The dogs immediately quieted down. Obviously, they knew who was the head of the family.

　　one’s favourite

　　A tour is 2000 meters.

　　Usually, President Putin gets up at 7: 30 in the morning. After getting up, his homework is swimming, and a trip is 2000 meters.

　　Last summer, Putin also mastered a new "underwater skill"-diving. It is worth mentioning that after learning about the president’s new hobby, senior government officials around him followed suit and learned to dive. In this way, if invited by the president, you can go to sea with him, which is undoubtedly good for your future development.

　　Although President Putin also likes alpine skiing, his men may not be willing to learn this sport. The reason is very simple, even if you learn it, you can’t show your skills in front of the president: because the president never takes anyone with him when skiing!

Editor: Peng Wei

On November 18, 2023, the 21st Guangzhou International Automobile Exhibition ushered in the first professional audience day. ic photo

The Guangzhou Auto Show is the last large-scale auto show of the year, and it has naturally become the starting gun for the final battle of car companies at the end of the year.

This year’s Guangzhou Auto Show is still hot, and car companies have brought their blockbuster products and huge sales teams to the show. According to the organizers of the Guangzhou Auto Show, the total number of vehicles on display at this year’s Guangzhou Auto Show is 1,132, including 469 new energy vehicles.

It is worth noting that in the increasingly fierce competitive environment, car companies have accelerated the pace of new car launches in order to boost sales. There are as many as 59 cars in the world for the first time at this year’s Guangzhou Auto Show, and new car launches have been held intensively. Many brands have launched new blockbuster models, which will also add to the national auto market’s year-end impulse.

The competition for new products is intense, and price reduction is the main theme

New products have been an effective way for automakers to boost sales, especially in the first year of a new car’s launch. In the Chinese market, automakers have "rolled" the development cycle of new energy vehicles from the past five years or so to 48 months or even 36 months.

According to the organizers of the Guangzhou Auto Show, at this year’s Guangzhou Auto Show, there are as many as 59 cars in the world, including 8 first cars from multinational companies. In comparison, there were 38 cars in the world at last year’s Guangzhou Auto Show, including 9 first cars from multinational companies.

There are many models with high attention in the first car, such as BYD Ocean Network’s first medium-sized pure electric SUV, Hishi07 EV, Great Wall’s tank 700 Hi4-T, Huawei Hongmeng Cockpit 4.0-blessed Zhijie S7, Xiaopeng’s first MPV model X9, Li Auto’s first pure electric flagship model MEGA, and so on.

An employee of a car company participating in the exhibition told the surging news reporter, "This year’s Guangzhou Auto Show new car launches are so crowded that there are many overlapping parts in the same hall, and the leaders are simply selling cars at the top of their throats."

In addition, in this year’s model launch, it can be seen that car companies are cautious in pricing. The official price announced by many first models is lower than market expectations or lower than the price of previous generation models.

For example, the delivery price of Polaris 4 released by Polaris during the Guangzhou Auto Show was 299,900 yuan to 399,900 yuan. Compared with the price displayed at the Shanghai Auto Show in April, it decreased by about 50,000 yuan. It is not difficult to see from this price adjustment that in the face of competition in China’s new energy vehicle market, Polaris is eager to participate in it by reducing prices.

At the Guangzhou auto show, car companies have offered sincere discounts. Similarly, car company executives no longer give a negative or secretive attitude to the "price war".

"In addition to price, customer trust is also one of the factors to maintain brand competitiveness," Meng Xia, chief executive of Volkswagen’s passenger car brand in China, said at the auto show. "Volkswagen will not compete solely on price." He also said that in China, it is committed to providing consumers with excellent products at attractive prices, but not just reducing prices.

Volkswagen can be said to be the beneficiary of the price war in the car market. After launching a sharp price reduction of the pure electric ID family in July this year, the sales of the Volkswagen ID series soared. In particular, the Volkswagen ID.3 achieved a nearly four-fold increase in sales in the second month after the price reduction.

The car market has intensified, making it difficult for car companies to make money

Driven by a large number of new cars at the Guangzhou Auto Show, as well as price cuts and promotions by car companies, the auto market at the end of the year was generally optimistic.

The latest data from the Passenger Federation shows that from November 1st to 12th, the retail sales of the passenger car market was 538,000, an increase of 18% over the same period last year. The Passenger Federation believes that with the gradual strengthening of the car market, car companies are looking forward to working hard to achieve the annual target. The confidence of the car market is enhanced, and the year-on-year growth of the car market in November is expected to reach more than 20%.

The passenger association believes that this year’s car market can steadily reach the expected sales of 9 million vehicles in the whole year. Some institutions have also given more optimistic expectations.

Dongguan Securities believes that the fourth quarter is the traditional peak season of the automobile market, the national and local policies to promote the consumption of new energy vehicles are expected to continue to exert force, new products of car companies have been launched one after another, and at the same time, another round of price reduction promotions has been opened to stimulate further release of demand.

However, the increase in sales of new energy vehicles has not eased the current intense "involution", and the profitability problem is still a major problem plaguing car companies.

During the Guangzhou Auto Show, Zhuang Jingxiong, general manager of SAIC General Motors, was even more blunt, saying that selling new energy vehicles "is too embarrassing to say hello if you don’t lose money now."

Huatai Securities said in its latest research report that the auto industry discount rate has still been rising since November. The agency’s tracking data shows that the current average discount rate in the auto industry is 5.93%, compared with less than 3% in the same period last year. The latest data from the National Bureau of Statistics also showed that the price of new energy passenger vehicles fell by 4.6% year-on-year in October.

As competition in the auto market intensifies, the survival of the fittest in the industry is accelerating. Liu Jie, vice president of Li Auto’s business, said in an interview with The Paper and other media, "2023 to 2025 is the elimination stage of new energy vehicles. By the end of next year, the top few winners should have basically stabilized, and the new energy companies on the card table will further expand their market share in the later stage."

In fact, this year’s Guangzhou Auto Show has already seen the absence of many well-known brands, such as GAC Mitsubishi, which has just announced its withdrawal from the Chinese market, Weimaraner and Aichi, which are in business difficulties, and Dongfeng Peugeot Citroen, which launched a price war at the beginning of this year.

　　　 Movie network news According to the finalized theme song adapted from the popular Japanese TV series, the Japanese rock band "flumpool" will join hands with the super popular rock group "Mayday" in Taiwan Province, China to sing passionately.

　　　 The two orchestras had the experience of performing on the same stage in Taiwan Province, China in October, 2011. This time, the theme song for the film was "Belief–For You Waiting for Spring", which realized the classic cooperation between the two orchestras across regional and language barriers. "Mayday" led by A Xin and "flumpool" led by Ryuta Yamamura will convey the musical concept full of youthful passion to fans and fans.

　　　 A Xin, a Japanese drama version, has been broadcast in 68 countries and regions around the world, becoming a well-known classic Japanese drama. It is a great honor to sing the theme song for the movie version of A Xin, whether it is "flumpool" or "Mayday". After reading the script, Ryuta Yamamura, who is in charge of music production, said with emotion that "the importance of family, the importance of hometown and the desperate efforts to live better have deeply infected me, and I will integrate all these feelings into the music."　

　　　 In addition, since her debut in 1999, the "Mayday" of the first rock troupe has been established in the Asian Chinese-speaking circle. The lead singer A Xin happens to have the same name as the protagonist, and A Xin said with a smile, "I am so happy to have this similarity!" It is understood that Mayday will sing in Japanese for the first time. A Xin said, "The movie makes me feel the persistent spirit of facing difficulties. When I study Japanese lyrics, I try to interpret the emotion of this song with the feeling of understanding the meaning." It is understood that Mayday will officially debut in Japanese music with this song.

　　　 In the film version of "A Xin", A Xin as a child is played by Kokone Hamada, and A Xin’s parents are played by SMAP members Gor? Inagaki and Aya Ueto. In addition, new and old movie stars such as Kazuko Kishimoto, Ayako Kobayashi, Ryunosuke Naimu, Jitsuko Yoshimura and Shinnosuke Mitsushima will all have wonderful performances. A Xin Movie Edition will be released in Japan on October 12th, 2013.