Musk: taking Tesla private at $420 - 股票

關於Tesla 私有化的最新狀況

Elon Musk 剛發了一篇Blog 解釋了幾個這幾天各界關注的疑問

來源：
https://www.tesla.com/blog/update-taking-tesla-private?redirect=no

節錄幾個重點：

1. 8月2日(美國時間)，Elon 通知Tesla 董事會，想以每股420美元的價格收購特斯拉。
(Elon 發推特說要私有化是在8/7 )
並且召開了一次Elon 與他的兄弟Kimbal 都沒參加的會議討論這項提案。

會議結束後也與大股東們聯繫，了解他們的意向。

2. 為什麼要公布私有化的消息？

Elon 認為若不跟所有的股東分享這項資訊，而只與大股東們討論私有化這提案，
這樣是不對的。

3. 為什麼會說資金已確保？

近兩年前，沙特基金就曾多次就私有化問題跟Elon 接觸，首次會面是2017年初
然後在2018年又有了多次會議，重申了將Tesla 私有化的興趣，並且試圖推進
私有化(這是暗示沙特基金曾經想要併購嗎？)

最近，沙特基金在市場收購了近5% 的股票，然後聯繫Elon 在7/31開了另一次會。
會議時，該基金常務董事對他們之前沒能跟Elon 達成交易感到遺憾。他強烈表示
要為Tesla 私有化提供資金，這就是會說資金已確保的原因。
(這一段還有講到其他的事情)

另外，Elon 覺得報導說需要超過700億美元才能私有化是太過誇張了。私有化的過程
大部分會由股權而不是債權提供資金，他預計將會有三分之二的現有股東會留下
轉入私有化後的Tesla。(前十大股東佔股也是差不多三分之二)

4. 下一步要做什麼？

Elon 認為將私有化消息公開才是正確跟公平的，因為這樣所有的投資者才能有相同
的資訊。(小股東們感謝你~~)
Elon 將會繼續與現有股東溝通，也聘請了顧問來了解Tesla 現有公眾股東有多少
願意保留他們的股份轉入私有化Tesla。

接下來就是提交最終提案給董事會進行評估，委員會(排除Elon 與他的兄弟)與法律
顧問也同時在設立中，如果董事會批准，那就會交由股東大會投票。



Blog 內容大致就這樣，如果有興趣的話我猜不用多久中國官網就會放出中文版的Blog

出來，可以自行去看中文版的。(上次幾個小時內就出來了)

這已經證實沙特基金就是幕後的大金主，而且對方已經籌畫了近兩年了!

個人覺得，Elon 雖然也很想要私有化，但也有點算是被逼到了

如果Elon 遲遲不答應沙特基金私有化的提案，那沙特基金強行收購股份也不是不可能

只是成本變高，雙方也難看。

還好Elon 本來就認為私有化對長遠來說是有利的，避免了併購這種可能的狀況出現


空軍們，還要撐嗎？

原文如下：
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Update on Taking Tesla Private

Elon Musk August 13, 2018

As I announced last Tuesday, I’m considering taking Tesla private because I
believe it could be good for our shareholders, enable Tesla to operate at its
best, and advance our mission of accelerating the transition to sustainable
energy. As I continue to consider this, I want to answer some of the
questions that have been asked since last Tuesday.

What has happened so far?
On August 2nd, I notified the Tesla board that, in my personal capacity, I
wanted to take Tesla private at $420 per share. This was a 20% premium over
the ~$350 then current share price (which already reflected a ~16% increase
in the price since just prior to announcing Q2 earnings on August 1st). My
proposal was based on using a structure where any existing shareholder who
wished to remain as a shareholder in a private Tesla could do so, with the
$420 per share buyout used only for shareholders that preferred that option.

After an initial meeting of the board’s outside directors to discuss my
proposal (I did not participate, nor did Kimbal), a full board meeting was
held. During that meeting, I told the board about the funding discussions
that had taken place (more on that below) and I explained why this could be
in Tesla’s long-term interest.

At the end of that meeting, it was agreed that as a next step, I would reach
out to some of Tesla’s largest shareholders. Our largest investors have been
extremely supportive of Tesla over the years, and understanding whether they
had the ability and desire to remain as shareholders in a private Tesla is of
critical importance to me. They are the ones who believed in Tesla when no
one else did and they are the ones who most believe in our future. I told the
board that I would report back after I had these discussions.

Why did I make a public announcement?
The only way I could have meaningful discussions with our largest
shareholders was to be completely forthcoming with them about my desire to
take the company private. However, it wouldn’t be right to share information
about going private with just our largest investors without sharing the same
information with all investors at the same time. As a result, it was clear to
me that the right thing to do was announce my intentions publicly. To be
clear, when I made the public announcement, just as with this blog post and
all other discussions I have had on this topic, I am speaking for myself as a
potential bidder for Tesla.

Why did I say “funding secured”?
Going back almost two years, the Saudi Arabian sovereign wealth fund has
approached me multiple times about taking Tesla private. They first met with
me at the beginning of 2017 to express this interest because of the important
need to diversify away from oil. They then held several additional meetings
with me over the next year to reiterate this interest and to try to move
forward with a going private transaction. Obviously, the Saudi sovereign fund
has more than enough capital needed to execute on such a transaction.

Recently, after the Saudi fund bought almost 5% of Tesla stock through the
public markets, they reached out to ask for another meeting. That meeting
took place on July 31st. During the meeting, the Managing Director of the
fund expressed regret that I had not moved forward previously on a going
private transaction with them, and he strongly expressed his support for
funding a going private transaction for Tesla at this time. I understood from
him that no other decision makers were needed and that they were eager to
proceed.

I left the July 31st meeting with no question that a deal with the Saudi
sovereign fund could be closed, and that it was just a matter of getting the
process moving. This is why I referred to “funding secured” in the August
7th announcement.

Following the August 7th announcement, I have continued to communicate with
the Managing Director of the Saudi fund. He has expressed support for
proceeding subject to financial and other due diligence and their internal
review process for obtaining approvals. He has also asked for additional
details on how the company would be taken private, including any required
percentages and any regulatory requirements.

Another critical point to emphasize is that before anyone is asked to decide
on going private, full details of the plan will be provided, including the
proposed nature and source of the funding to be used. However, it would be
premature to do so now. I continue to have discussions with the Saudi fund,
and I also am having discussions with a number of other investors, which is
something that I always planned to do since I would like for Tesla to
continue to have a broad investor base. It is appropriate to complete those
discussions before presenting a detailed proposal to an independent board
committee.

It is also worth clarifying that most of the capital required for going
private would be funded by equity rather than debt, meaning that this would
not be like a standard leveraged buyout structure commonly used when
companies are taken private. I do not think it would be wise to burden Tesla
with significantly increased debt.

Therefore, reports that more than $70B would be needed to take Tesla private
dramatically overstate the actual capital raise needed. The $420 buyout price
would only be used for Tesla shareholders who do not remain with our company
if it is private. My best estimate right now is that approximately two-thirds
of shares owned by all current investors would roll over into a private Tesla.

What are the next steps?
As mentioned earlier, I made the announcement last Tuesday because I felt it
was the right and fair thing to do so that all investors had the same
information at the same time. I will now continue to talk with investors, and
I have engaged advisors to investigate a range of potential structures and
options. Among other things, this will allow me to obtain a more precise
understanding of how many of Tesla’s existing public shareholders would
remain shareholders if we became private.

If and when a final proposal is presented, an appropriate evaluation process
will be undertaken by a special committee of Tesla’s board, which I
understand is already in the process of being set up, together with the legal
counsel it has selected. If the board process results in an approved plan,
any required regulatory approvals will need to be obtained and the plan will
be presented to Tesla shareholders for a vote.
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