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，之前在雪球上也找到一些人，但是现在折价这么大，要求提价显得很突兀，而且我看有13%投票权的bison在他们董事会里，应该是会被他们拉拢的，就暂时搁浅了//@龙虎山畔客:回复@Ricky:特别委员会应该会例行程序做一轮询价，但别人捣乱的机会不大，没有管理层基本仓配合，其他基金没有机会赢。倒是最后阶段管理层应该有一轮抬价，以公司的现金状况，再加5-10%不是问题吧。最近大批私有化中概出现大幅折价，其中$航美传媒(AMCN)$ 私有化折价最大，按照3.72美元/ADS的收盘价计算，相对6美元的私有化要约价折价高达61%。近期中概私有化受A股暴跌影响，很多人担心私有化会不会出问题，如果A股持续低迷，的确不排除某些私有化中概耍流氓的可能性，但是航美我认为是目前私有...
下面这段比较有意思：大致上，如果不同意合并价格，在规定时间内可以通知公司，最终通过个别协商达成价格（也许和退市价不同），或聘请独立机构评估决定公平价格。也许没有必要走得那么远，但足以据此给管理层施加压力，使其适当抬价。
现在做这些都比较早。管理层这个阶段的重点是使得特委会能够坐下来和他们谈成合并协议，此后进入争取股东赞成票的阶段，就是价格博弈的时候了。
A shareholder may dissent from a merger and a consolidation. A shareholder properly exercising his dissent rights is entitled to payment in cash of the fair value of his shares. A shareholder dissenting from a merger or consolidation must object in writing to the merger or consolidation before the vote by the shareholders on the merger or consolidation. If the merger or consolidation is approved by the shareholders, the company must within 20 days give notice of this fact to each shareholder who gave written objection, and to each shareholder who did not receive notice of the meeting or to any shareholder who did not consent to the merger or consolidation if consent was obtained by written resolution. Such shareholders then have 20 days to give to the company their written election in the form specified by the Act to dissent from the merger or consolidation.Upon giving notice of his election to dissent, a shareholder ceases to have any rights of a shareholder except the right to be paid the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding the dissent. Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or consolidation, the company must make a written offer to each dissenting shareholder to purchase his shares at a specified price that the company determines to be their fair value. The company and the shareholder then have 30 days to agree upon the price. If the company and a shareholder fail to agreeon the price within the 30 days, then the company and the shareholder shall each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares as of the close of businesson the day before the shareholders approved the transaction without taking into account any change in value as a result of the transaction.
刚查了半天，数人头是香港规矩，BVI没找到。
小股东的保护机制很有限：
(a) shareholders of constituent companies to a merger who dissent from the transaction are entitled to exercise appraisal rights in order to determine the fair value of their shares. The Act provides a mechanism for this assessment to be made by appraisers appointed by each of the dissenting shareholders, the relevant constituent company and the appraisers themselves. Two points emerge from this. The first is that the availability of appraisal rights for dissenting shareholders is not necessarily a "disadvantage" of a merger. Indeed, it is a protection mechanism from which constituent company directors will derive considerable comfort when considering their fiduciary obligations. The second is that a dissenting shareholder does not delay the implementation of a merger and cannot influence the affairs of the surviving company after the merger has been brought into effect. In this regard, dissenting shareholders lose all their rights as shareholders other than the right to be paid fair value.
(b) An area of particular concern to directors of target companies that are the subject of a "take private" proposal from a controlling shareholder who is already in possession of a sufficient number of shares in the target to drive the merger through without the approval of other (independent) shareholders will be the manner in which they discharge their fiduciary duties to ensure that the interests of all (especially independent minority) shareholders are protected. In this scenario, unlike with a scheme of arrangement where the decision-making is left in the hands of the independent shareholders, the independent shareholders cannot influence the outcome of the deal. Directors will take comfort from the protection given to dissenting shareholders under the Act in the form of the availability of appraisal rights, but they should also be mindful that a merger, at its core, is simply a deal, and provisions can be built into the deal to ensure that independent or minority target shareholders are protected. One way of doing this might be to incorporate an additional "majority of minority" voting threshold alongside the special resolution. Another might be to make the merger conditional upon only a certain number of shareholders electing to dissent.
小股东做独立的 appraisal 不现实。特委会如果稍强硬点，可以要求投票采用 majority of minority，或者投票数必须超过75%。就看他们怎样做了。通常特委会会比较配合管理层。
独立委员会估计这会已经在评估，如果短期内amcn能上5美元，我就联合大家要求管理层提价（多多少少应该提一点），如果还是一直徘徊在4美元，那不好整，预计独立委员会评估要1个月左右，所以有1个月的窗口期
这应该是BVI公司，最终收购者建立Holdco，rollover他们的股票，可以参加并购投票。但我记得并购通过需要两个条件：1. 赞成票超过投票的50%, 2. 数人头赞成的超过一半。管理层可以投票，要做到1不难，但第2条他们没办法。所以还是可以去谈的。我猜想临近投票时，hedge fund会进来，价格差会缩小。按惯例，这样的收购最后都要bump up。管理层用了Skadden做律师，应该懂规矩的。
我已有基本仓位，可以给一票。