鴻海董事長郭臺銘看上夏普什麼了
To commit a mistake and not correct it is to commit another mistake, opined Confucius. Hon Hai’s chairman Terry Gou should take note. The company’s proposal to buy Sharp seemed flawed. The revised deal — to buy control — is better but still leaves many important questions unanswered.
孔子曰：“過而不改，是謂過矣。”鴻海(Hon Hai)董事長郭臺銘應該當心。該公司收購夏普(Sharp)的提議似乎存在缺陷。修訂過的協議好了一些，將使鴻海獲得對夏普的控股權，但還有很多重要問題沒有解答。
Yesterday, Sharp said that it would raise $3.5bn by selling common shares to Hon Hai, raising a further $900m from a tranche of preferred shares. The deal, done at a one-third discount to the previous close, would give Hon Hai two-thirds of Sharp’s equity, with an option to convert the preferred shares in or after July 2017 for a further 5 per cent stake.
昨日，夏普表示將通過向鴻海發行普通股募集35億美元，並通過向其發行一批優先股再募集9億美元。這項交易的價格比夏普在上個交易日收盤時的股價低了三分之一，將使鴻海獲得夏普的三分之二股權。鴻海還擁有在2017年7月或之後將優先股轉換爲普通股、再獲得5%股份的選擇權。
Sharp’s shareholders had been expecting that the company would be sold in its entirety for roughly double its market value (or its market value plus the value of its debt; it was never clear which). This prospect had lifted the shares as much as two-thirds from their January lows. News that Sharp would stay independent sent them down 14 per cent.
在此之前，夏普股東一直預期夏普將被以約爲市值兩倍（或是市值加上債務總值；人們始終不清楚到底是哪一個）的價格整體賣出。這一前景使夏普股價從1月低點上漲了三分之二。夏普將保持獨立的新聞又使其股價下跌14%。
The deal is a far better one for Hon Hai shareholders, though. Rather than buy outright a lossmaking, near-bankrupt company (and handing over a huge premium to its shareholders for the privilege) the cash will now go into recapitalising Sharp.
對於鴻海股東而言，這筆交易就有利得多了。比起全盤收購一家幾近破產的虧損企業（並且爲了這個特權向其股東支付鉅額溢價），現在資金將用於夏普的資本重組。
But while a proposed deal structure has now been specified, the rationale is still shrouded in mystery. Hon Hai has not outlined its plans for Sharp, or elucidated its strategic thinking. Sharp’s screen technology, seemingly the main attraction, by itself is surely not worth the amount of money Hon Hai is paying.
然而，儘管擬議的交易結構已得到具體說明，鴻海進行這筆交易的理由依然迷霧重重。鴻海沒有概述其對夏普的計劃，也未曾闡述其戰略思路。夏普的屏幕技術似乎是吸引鴻海的主要因素，但這項技術本身無疑不值得鴻海支付這樣的價錢。
And the deal is not quite done. After market Hon Hai said that it had received “new material information” from Sharp and had postponed any agreement until it had “arrived at a satisfactory understanding and resolution of the situation”. Hon Hai should also supply some material information about what it hopes to achieve with this deal.
這筆交易還沒有板上釘釘。昨日收盤後鴻海表示，從夏普獲得了“新的關鍵信息”，“並在雙方達成共識之前暫緩簽約”。鴻海也應該提供一些關鍵信息，告訴人們它究竟想從這筆交易中得到什麼。
