Reborn in 2010, the AI ​​in my mind is too powerful.

After the Apple board resolution was passed, Iger did not linger and flew back to Los Angeles that afternoon.

The business world is like a battlefield; both Apple and Disney have many enemies.

For this acquisition, Apple issued no more than 20% of its existing share capital through a new share issuance, so it did not require a shareholder vote. Disney is different; it requires not only board approval but also a majority vote from shareholders.

It would be bad if someone interfered and caused those holding institutions to waver.

One day later, at Disney headquarters in Burbank, Los Angeles.

Disney's board of directors held a meeting.

Compared to Apple's minimalist Silicon Valley-style meeting rooms, the boardrooms here have a completely different feel.

A long table made of dark cherry wood, leather-upholstered armchairs, and a black-and-white photograph of Walt Disney himself hanging on the wall.

There are no screens or projectors here. Each person has a sheet of paper meeting materials with a gold-embossed cover in front of them. The placement of the materials has been measured with a ruler, and every step exudes the flavor of old money.

At that time, Disney's board of directors had ten members, with Chairman and CEO Iger sitting at one end of the long table.

Former Starbucks CEO and independent lead director Orin Smith sat opposite him, with the remaining eight directors on either side.

Disney's board of directors is also very strong.

Susan Arnold, former vice chairman of Procter & Gamble, joined the board of directors in 2007.

Fred Langhammer, former CEO of Estée Lauder.

Alvin Lewis, former CEO of Sears Holdings.

Monica Lozano is the CEO of ImpreMedia, the largest Spanish-language media group in the United States.

Robert Matt Schurat, former CFO of Seagram, also served as CEO of Clorox.

Judith Esterling, former CTO of Cisco, is a renowned technology pioneer and entrepreneur in Silicon Valley, and one of the most influential female leaders in the technology industry.

Chen Junsheng is the Chairman and CEO of Sybase. Sybase was acquired by SAP for $58 billion two years ago, and he became a senior executive at SAP.

Finally, there's the management talent that Chen Yiran is envious of: Facebook COO Sheryl Sandberg, who was just elected to the Disney board this March.

Igor and everyone else took their seats and got straight to the point.

"There is only one agenda item at this meeting. Apple is preparing to acquire Disney through a stock-for-cash deal. The total consideration is $1120 billion, a 30% premium, and the Apple board of directors has unanimously approved it."

No one spoke on either side of the long table. Everyone knew that being required to attend meant it must be something important, but no one expected it to be this important.

Everyone opened the documents in front of them; the first page was Evercore's independent fairness opinion. Apple hired Goldman Sachs, while Disney executives hired Evercore.

This is a relatively young global independent investment banking advisory firm, established less than twenty years ago. However, it is very capable, having already listed on the NYSE in 2006.

Orin Smith flipped to the last page of the fairness report, glanced at the conclusion, then took off his glasses and placed them on the table. Rubbing his eyes, he asked, "Robert, how long did you negotiate this premium with Evercore? Is this the final offer?"

"We talked for two weeks. Their initial suggestion was 20%, but I felt we deserved 30%, and Apple agreed."

"30% is certainly enough. I have no problem with the audit committee, but I need to confirm one thing regarding the procedure. Are you presiding over this vote as chairman, or will you also participate in the vote yourself?"

"I voted myself."

What will your position be in the new company after the merger?

"The head of the Disney division reports to Cook."

Smith nodded. "You have a stake in this, and I suggest that the record of this vote state that you voted but a quorum was still reached, Allen."

He looked at Alan Braverman, Disney's general counsel, who was sitting in the corner.

Braverman opened his notebook: "Everything is ready. Mr. Eagle's interests have been disclosed to all directors in the meeting notice. Under Delaware law and the company's articles of association, he still has the right to vote, but this will be noted separately in the resolution document."

"it is good."

Smith was about to continue when Sheryl Sandberg interrupted him, closing the documents in front of her and saying with a smile, "I'm requesting to recuse myself from this vote, and I think everyone can understand."

Without waiting for a reply, she stood up. All eyes in the conference room followed her to the door. She turned, nodded to Eagle, and left.

After the door closed, the atmosphere on both sides of the long table changed noticeably. Being one person short was one thing, but the fact that the missing person was Facebook's COO was another.

Although her avoidance isn't difficult to understand from a governance perspective—she was previously the Vice President of Global Online Sales and Operations at Google—it's not entirely incomprehensible.

But that was in the past. The main reason is probably that Facebook's relationship with Apple is only so-so now.

After Facebook went public in May, its stock price quickly fell below the offering price, putting the company under immense pressure.

Mobile devices are seen as a lifeline, and 70% of the traffic comes from iOS. If you include the current One UI, that's 95%.

Facebook wanted to create virtual goods. In fact, Facebook already had the idea of ​​a metaverse at this time. They wanted to create game currency and online gifts.

However, Apple's tax has made Facebook extremely resentful, and Apple has not given Facebook any preferential treatment. Facebook has repeatedly applied for system-level permissions to have deeper integration of notifications and contacts, but all of them have been rejected by Apple.

To increase mobile access, Facebook specifically acquired Instagram.

Moreover, although Chen Yiran and Zuckerberg have not had any direct dialogue, they are already considered to be hostile to each other.

After all, before Chen Yiran emerged, Zuckerberg was the most dazzling young entrepreneur in the United States. Chen Yiran only took two years to leave Zuckerberg behind, and it is rumored that Zuckerberg was very jealous of this.

Chen Yiran's behavior also seems to show some disdain for Facebook; for example, he never uses Facebook but instead vigorously promotes Twitter.

Facebook actually posted a news article on April Fool's Day this year, tentatively asking Chen Yiran to join Facebook by pretending to be pitiful.

Chen Yiran declined, citing that she did not have an email address with the EDU suffix (American university email addresses, I think they exist in China too).

Although it was April Fool's Day, Chen Yiran's words might have been a joke about not having gone to university, but upon closer examination, they were clearly a blatant rejection.

Sheryl Sandberg's stance is quite clear: Facebook definitely doesn't want Apple to grow bigger.

But there was nothing they could do; they didn't even dare to vote against it, so they could only leave the room to express their opinion.

Judith Esterling hesitated before saying, "Igor, to be honest, I've known Steve Jobs for twenty years. If he were still at Apple today, I wouldn't ask him any questions. But Jobs is gone."

What will happen to Industrial Light & Magic's visual effects team? Apple's software culture and Industrial Light & Magic's artist culture are completely different species. Are you sure Apple won't interfere after the merger, and that Chen Yiran's techniques can be applied artistically?

Furthermore, he's too assertive; won't he interfere with Disney's operations? Or, if he does interfere, will he change Disney's creative environment?

Igor laughed and said, "Industrial Light & Magic is already using Chen Yiran's technology. Regardless of whether this project succeeds or not, Industrial Light & Magic must embrace AI technology; it's the future. And Apple's aesthetic sense is beyond question."

Finally, I want to tell you something. This is something that everyone on Apple's board of directors knows: we all received a call from Steve Jobs. He instructed us to support Chen Yiran if he was willing to join Apple.

Afterwards, the other members of the board of directors also raised their own questions.

Monica Lozano's concerns differed. "How will ABC News' editorial independence be guaranteed after the merger? I'm a journalist, Robert. I don't want a day when Apple's product launches take precedence over ABC's disaster coverage."

Iger turned to the second page of the appendix: "You're right, Mr. Cook and I drafted this together. The ABC News editorial charter will be included as a separate clause in the merger agreement. Apple's board of directors has no right to interfere with ABC's content selection, editing, and personnel appointments, and this clause is indefinite."

Although Monica Lozano knew it was impossible to expect the parent company to have no influence over its television networks, the agreement was enough for her, at least to save face.

Fred Langhammer and Robert Matt Shurat are more concerned with financial matters, particularly the volatility risk of Apple stock as part of the merger consideration. Given Apple's current price-to-earnings ratio, if the stock price falls by 20% before the merger closes, the actual value received by Disney shareholders will decrease.

They demanded a price range clause to protect Disney shareholders, automatically adjusting the share swap ratio if Apple's stock price fell below the 10% range.

Susan Arnold, however, expressed concern about the brand: "My concern is about the brand. Disney's brand cannot be weakened. Apple sells aluminum casings and glass screens; Disney sells Mickey Mouse and princess dresses. Are you sure Mr. Cook won't replace the castle at the entrance of Disneyland with the Apple logo two years after the merger?"

Iger: "The Disney brand will continue to operate independently, parallel to Apple's brand system. Not only will the castle remain unchanged, but the opening logos of the four brands—Disney, Pixar, Marvel, and Star Wars—will all be retained. This is written into the appendix of the merger agreement."

I can also reveal some things to you. Apple and Warner have already signed a letter of intent, and once our merger is completed, we will acquire Warner.

Imagine DC and Marvel appearing together at Disneyland, with Superman, Batman, Iron Man, and Thor performing together.

Imagine that we finally got our hands on the Harry Potter movies we'd missed. And even more of those other famous IPs, like Lord of the Rings, and those HBO series.

Putting aside everything else, in the realm of amusement parks, Disney will have no rivals.

Alvin Lewis, who had been silent until now, asked somewhat sarcastically, "I was CEO of Sears, and I personally dismantled a century-old store. Not because I wanted to, but because everyone was saying that malls were dying, online shopping was going to win, and Sears had to transform."

Of course, my transformation ultimately failed, and Sears did not recover either.

However, Disney's situation is completely different, so I only have one question. Why is Disney selling? Did we lose money? Is our intellectual property depreciating?

"no."

"Then why are you selling it?"

Eagle said rather forcefully, "Why did you fail to transform? Because by the time everyone knows you need to transform, it's too late!"

We must stay ahead of the curve. I don't want Disney to end up like Sears, where we waited until the industry decided we needed to transform before realizing we had no one left to negotiate with.

Everyone has seen Netflix's situation; streaming media could very well impact us. We can't succeed without content creation and a traffic driver. If we do it ourselves, are you sure we can succeed?

But if this merger goes through, everything will be different! Netflix is ​​the current streaming giant, and we'll have direct access to the best traffic source!

Lewis was speechless after being told off.

Chen Junsheng spoke last, his tone somewhat sarcastic: "You don't need to be so aggressive in talking about the benefits of the merger. I've roughly calculated that the management has definitely been swayed by you to vote in favor."

Those institutional shareholders, with 30% stake, plus the rosy prospect of merging with Apple in the long run, would also agree.

Plus, with the shares Steve Jobs left behind, Laurene will definitely vote in favor without hesitation, right? Heh. Everyone's treating Chen Yiran like a disciple of Jobs.

"So what if we directors vote against it? You shareholders hold more than half the shares. After this meeting is recorded, all those who voted against it can be replaced."

Chen Junsheng actually had some personal grudges against Chen Yiran, or rather, he had a grudge against Ellison.

Sybase is an enterprise-level relational database company and a direct competitor of Oracle.

When Chen Junsheng took over as CEO in 1998, the company was on its last legs, suffering a crushing defeat at the hands of Oracle.

That's not all; Ellison even went so far as to publicly say in the media that Sybase wouldn't survive three years and that Sybase's management was full of crap.

This greatly displeased professional manager Chen Junsheng. He thought it was one thing for companies to compete, but for people to resort to insults was going too far.

Inspired by this, Chen Junsheng worked hard and persevered. Although he did not turn Sybase around, he managed to keep the company from going bankrupt for ten years until it was successfully sold in 2010.

It's easy to imagine what it was like when Chen Yiran was supporting Ellison at Oracle a month ago.

It was already destined that Chen Junsheng would include Chen Yiran in the ranks of Silicon Valley bad boys.

Based on the rumors surrounding Chen Yiran, such as him taking several young girls to his island to play with flowers every day, and how he bullied TSMC for two years because they were slightly neglected during their reception, these rumors suggest otherwise.

Chen Junsheng really wanted to stand up for himself this time and be the only one who was sober in a drunken crowd to cast a dissenting vote.

Eagle glanced at Chen Junsheng but didn't respond. Instead, he gave Olin Smith a look.

Olin Smith looked around: "Any more questions?"

No one spoke.

Olin Smith turned to the first page of the resolution document: "If there are no questions, I propose a vote. Disney accepts the merger agreement for Apple to acquire all outstanding shares of the company in a stock-for-cash deal, for a total consideration of approximately $1120 billion. See the meeting materials for details. Those in favor, please raise your hands."

Igor raised his hand first, followed by Arnold, Langhammer, Esterlin, Lozano, and Matt Schurat.

Lewis sighed and then raised his right hand.

Chen Junsheng was the last one. Under everyone's gaze, he slowly raised his elbow from the armrest and opened his palm.

All nine votes passed; Sandberg recused himself.

Smith nodded. "The resolution is passed. Mr. Braverman, please prepare to file your 8-K filing with the SEC. Mr. Eagle, you and Mr. Cook coordinate the timing of the joint announcement. From now until the announcement is released, all information must remain strictly confidential."

Eagle nodded: "I'll contact Apple and we'll release the news together. There will be a lot of trouble afterward; some companies probably don't want to see us merge so easily."