华盛顿邮报 推特采取“毒丸”策略阻碍马斯克收购计划(3)（在线收听）

And so I want to ask the question that I think is on a lot of people's minds, if they're just people who don't know this, like, "Wolf of Wall Street's" corporate lingo, but, like, what is a hostile takeover?

所以我想问一个我认为很多人都在想的问题，如果他们不了解，像“华尔街之狼”这样的公司行话，不过，怎么说，什么是恶意收购?

Like, how can Elon Musk force Twitter to become his company?

比如，埃隆·马斯克怎么能强迫推特成为他的公司?

Right. So a hostile takeover is kind of exactly what it sounds.

对。 听起来就是恶意收购。

It is an uninvited demand for the opportunity to buy Twitter.

收购推特的机会不请自来。

And Twitter's board, you know, they have a fiduciary duty to do what is best for the shareholders.

而推特的董事会，他们有受托责任为股东做最好的事情。

So that means if someone offers a legitimate amount of money, you have to consider it.

这意味着如果有人提供了合理的金额，你必须考虑。

You can't just laugh it off because that's not what the executives want or that's not what the employees want or not what the users want.

你不能一笑了之，因为这不是高管想要的，不是员工想要的，也不是用户想要的。

It's all about what is good for shareholders.

这一切都是为了股东好。

So even if everyone on the board of this company is like, "We don't really want him to have control of our company, and we don't want to sell to him," they don't have the control to say no?

即使公司董事会的每个人都说，“我们真的不想让他掌管我们公司，我们也不想把公司卖给他”，他们就不能说不吗?

They have to basically say, "Look, you're offering us enough money, so here you go. Here's our company"?

他们基本上会说，“看，你给了我们足够的资金，所以公司给你吧。 这是我们的公司”?

They don't have to agree to it at all, but they do have to consider it.

他们根本不需要同意，但他们必须考虑。

And the amount that he offered, you know, makes it hard to just, like, dismiss outright.

他提供的金额，让我们很难，直接拒绝。

It was a premium on the very recent stock price.

这是最近股价的附加金额。

However, it is not if you consider just, you know, late fall last year, it was worth almost double as much.

然而，如果你想想去年秋天，现在股价几乎是原来的两倍。

So it's not an offer that they can just laugh out of hand.

所以这不是一个可以让他们一笑置之的提议。

You know, they have to take it seriously.

他们必须认真对待。

And that's why they adopted, Twitter's board, this poison pill defense.

这就是为什么他们，推特的董事会，采用了毒丸防御策略。

Yeah, that's another term that I've heard people throw around that I really don't understand.

是，这是我听到人们说的另一个术语，我真的不理解。

Like, what is the poison pill defense?

什么是毒丸防御策略?

Like, what is Twitter trying to do here to defend against this hostile takeover?

这么说吧，推特在这里试图做什么来抵御这种恶意收购?

Intuitively, you understand. Like, it means, like, "I kill myself but also kill you."

直观地说, 以你理解的方式。 比方说，意思相当于 "我杀了自己，也杀了你" 。

I mean, essentially what it does is buys the Twitter board some time.

我的意思是，这种策略基本上是为收购成为推特董事会争取了一些时间。

So this poison pill defense, it only kicks in if Elon Musk increases his share to 15%.

所以这种毒丸防御策略，只有埃隆·马斯克把他的股份提高到15%时才会起作用。

If that happens, everybody but Elon, as the prospective buyer, will be able to buy Twitter shares at a reduced price, and those shares -- Say they'll offer $10, and those shares at $10 will begin trading at $20.

如果这样的话，除了埃隆以外的所有人，作为潜在买家，都可以以低价购买推特的股票，假设他们的出价是10美元，这些股票将以20美元的价格开始交易。

So that means that Elon's stake in the company is significantly reduced, and the amount of money he would have to pay in order to buy up enough shares to purchase Twitter and take it private is prohibitively expensive.

因此，这意味着埃隆在该公司的股份大幅减少，而他必须支付的资金数额，用来购买足够的股份以收购推特并将其私有化，是非常昂贵的。

And so this also could potentially force Elon to go back to the board to renegotiate.

因此，这也可能迫使埃隆回到董事会重新谈判。

I mean, really what they're buying is time and difficulty.

他们真正购买的是时间和难度。

You know, if he wanted to just, as the richest man in the world, make a quick offer, take Twitter off the market, that's no longer an easy-peasy option for him.

如果他，作为世界上最富有的人，想要做出一个快速的提议，把推特从市场上撤出，这对他来说不再是一个简单的选择。