鸿海董事长郭台铭看上夏普什么了

　　To commit a mistake and not correct it is to commitanother mistake, opined Confucius. Hon Hai’schairman 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 questionsunanswered.

　　孔子曰：“过而不改，是谓过矣。”鸿海(Hon Hai)董事长郭台铭应该当心。该公司收购夏普(Sharp)的提议似乎存在缺陷。修订过的协议好了一些，将使鸿海获得对夏普的控股权，但还有很多重要问题没有解答。

　　Yesterday, Sharp said that it would raise $3.5bn by selling common shares to Hon Hai, raising afurther $900m from a tranche of preferred shares. The deal, done at a one-third discount tothe previous close, would give Hon Hai two-thirds of Sharp’s equity, with an option toconvert the preferred shares in or after July 2017 for a further 5 per cent stake.

　　昨日，夏普表示将通过向鸿海发行普通股募集35亿美元，并通过向其发行一批优先股再募集9亿美元。这项交易的价格比夏普在上个交易日收盘时的股价低了三分之一，将使鸿海获得夏普的三分之二股权。鸿海还拥有在2017年7月或之后将优先股转换为普通股、再获得5%股份的选择权。

　　Sharp’s shareholders had been expecting that the company would be sold in its entirety forroughly double its market value (or its market value plus the value of its debt; it was neverclear 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，夏普股东一直预期夏普将被以约为市值两倍(或是市值加上债务总值;人们始终不清楚到底是哪一个)的价格整体卖出。这一前景使夏普股价从1月低点上涨了三分之二。夏普将保持独立的新闻又使其股价下跌14%。

　　The deal is a far better one for Hon Hai shareholders, though. Rather than buy outright alossmaking, near-bankrupt company (and handing over a huge premium to its shareholdersfor the privilege) the cash will now go into recapitalising Sharp.

　　对于鸿海股东而言，这笔交易就有利得多了。比起全盘收购一家几近破产的亏损企业(并且为了这个特权向其股东支付巨额溢价)，现在资金将用于夏普的资本重组。

　　But while a proposed deal structure has now been specified, the rationale is still shrouded inmystery. 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 theamount of money Hon Hai is paying.

　　然而，尽管拟议的交易结构已得到具体说明，鸿海进行这笔交易的理由依然迷雾重重。鸿海没有概述其对夏普的计划，也未曾阐述其战略思路。夏普的屏幕技术似乎是吸引鸿海的主要因素，但这项技术本身无疑不值得鸿海支付这样的价钱。

　　And the deal is not quite done. After market Hon Hai said that it had received “new materialinformation” from Sharp and had postponed any agreement until it had “arrived at asatisfactory understanding and resolution of the situation”. Hon Hai should also supply somematerial information about what it hopes to achieve with this deal.

　　这笔交易还没有板上钉钉。昨日收盘后鸿海表示，从夏普获得了“新的关键信息”，“并在双方达成共识之前暂缓签约”。鸿海也应该提供一些关键信息，告诉人们它究竟想从这笔交易中得到什么。