Chapter 20 Chapter Twenty

As soon as Katerina entered Susan's office, she felt tense.Susan and Nick sat face to face at the conference table like masters at a hockey game. "Morning, Katerina. There's a change of plans and you're not on the board. Now they have more important things to decide." Susan pushed the press release in front of Katerina and motioned her to sit down at the table. Mergers and Acquisitions.Are there not enough variables in the free mining industry?Porter Holdings, a company Catalina had never heard of, was now offering to buy up all outstanding shares.She glanced at the newspaper quickly, looking at Nick and Susan in surprise.

"How is that possible? I mean, how can a full takeover be possible with a company that doesn't have a controlling interest? Nick and the trust control the company, how can Porter get control?" Her question was directed at Susan, but Nick answered. "This will not happen. I will never give up the company that my father founded. Porter will not succeed. I will not lose Liberty Mining!" Nick slammed his fist on the table. Intentionally or not, he ignored the other founder of the company, Henry Braithwaite.Nick's father, Molly Racine, wasn't the only founder of the company, and he wasn't alone in Liberty Mining.Liberty Mining belongs to all shareholders, who just happen to hold more shares than others.

And Nick didn't answer Katerina's question. "But, how come..." Susan interrupted Katerina, speaking to her in the tone of a kindergartener: "Because the trust fund is going to play a trick, or at least we think so. They have a buyer who has a lot of money, and they can buy enough The holders of B shares, together with the shares held by trust funds, account for the majority." "But even if their shares add up, it's not enough!" Katerina said.But no one listened to her, Nick continued to lose his temper, and even Susan ignored her words. "I've invested so much in this company, I'm not going to give it up without resistance!" Nick said.

Katerina couldn't help but said, "Nick, maybe this is just a ploy to inflate the stock price. We all know that some hostile bidders go after the company just for hype, and once their actions inflate the stock price, they will sell it." Sell ​​your shares and make a fortune. Since you or the trust fund can stop this transaction, they will not be so easy to succeed, or at most make some quick money with zero risk. Of course, unless you or the trust fund want to give up free mining .Do you have this plan?" "Of course not, why would I do that?" "I'm not saying you plan to do this. I'm just curious, why did they choose Liberty Mining instead of other companies with scattered holdings? It should be easier for them to attract shareholders for such a company."

Nick looked at Katerina with contempt, as if the person sitting there was not a person, but a dung beetle.He shook his finger at her disdainfully, and said, "Just play with your arithmetic, you don't understand business." Ouch!Katerina is not a rich second generation born with a silver spoon in her mouth. She knows a lot more than Nick.Where else has he worked besides Liberty Mining?She was on the point of bursting with rage, but she held it in - she needed the paycheck to live. Susan opened her mouth. "She makes some sense, Nick. It's not unusual. Besides, Porter Holdings knows that the major shareholder will not accept the acquisition proposal, so why would it be so mysterious? You will not transfer the shares, as far as what you said about Audrey Judging from Braithwaite's situation, the trust fund will not sell. You know that this acquisition will not be successful, and I know it, but the public does not know! The stock price has risen by 20% since the market opened. No matter the result Why, the stock in Potter's hand has risen by 20%, and the stock in our own hand has also risen by 20%!"

Nick glared at Susan and replied: "Okay. You have your thoughts, and I have mine. Unlike you, I don't have so much free time to think about this all day long. I have to go back to the board meeting." Nick replied hastily.He waved his hand and walked out of Susan's office. Katerina waited for him to leave, leaning over the desk to Susan. "Susan, are you really sure Nick will vote no?" "You heard what he said, Katerina, and it sounded believable to me." The drama of pounding the table is also unbelievable!Katerina sneered to herself, not to mention the flamboyant expression.

"What about the trust fund?" "The beneficiaries of the trust fund are siblings Audrey and Alex Braithwaite. With Alex gone, Audrey will presumably do what Nick and the board suggest." "So you're saying the board is united against the takeover?" "Well, from Nick's point of view, it seems to be like this. They will propose to oppose the acquisition, and Nick will be tough on it." "But Susan, assuming that Porter's efforts are not just to raise the stock price? They know that the acquisition is unlikely to be successful, so why do they still want to attack Liberty Mining?"

Susan paused for a while before answering the question.She approached Katerina, and said almost in a whisper: "I'm also worried about this, Katerina. The acquisition is so costly and labor-intensive. If it's not serious, how can you do it? I think Potter really wants to carry out this Acquisition. If they don’t expect success, they won’t even try. But Nick refuses to admit it.” Susan continued, “The board wants to come up with a plan to stop the acquisition, but it’s not that easy. When it comes to the table, other shareholders could put a lot of pressure on the board to accept a takeover, or at least find a buyer willing to pay more."

Susan handed Catalina a copy of Porter Holdings' 13D return that was filed with the SEC yesterday.The securities law stipulates that once the stock held by the acquirer accounts for 5% or more of the total outstanding shares, it must declare its intention to acquire. The 13D report indicates that Porter's intention is to acquire Liberty Mining in its entirety, or take a controlling stake in the company. "I don't understand, why would Porter have to falsify the 13D? It could get them in a lot of legal trouble." "No, Katerina, there are other secrets behind this."

“So when Nick and the board were proposing against this acquisition, you thought there were other deals behind it?” Perhaps, after all, the board of directors still cannot be twisted into a single rope. "The acquisition can't be done logically," Susan took a deep breath, and continued: "Or, unless Nick or the Braithwaite Family Trust want this to happen. The shares they hold are enough to control the company, and Can influence the voting results. Those who want to buy Liberty Mining must be able to control the majority of A shares, and others have no way of knowing what votes were cast by Nick or the trust fund.”

"Shouldn't it be obvious from the number of shares that voted in favor?" "If 75 percent or more of the shares voted yes, then it means they both voted yes and it's a done deal. If it's below that percentage, it means only one of them voted for Porter's takeover. Yes, but it’s impossible to judge who it is.” Then it's possible for Nick to play nice and vote for a takeover without anyone knowing.Katrina bets that Nick always wants the wind and the rain.