4 ms·

Can someone expound on the strategy around the unsolicited offer part of the story. He was unable to engage with the offer legally. He told FB about it to, pres

by HWR_14 3y ago

Can someone expound on the strategy around the unsolicited offer part of the story. He was unable to engage with the offer legally. He told FB about it to, presumably, let them know about the new BATNA if they tried to get concessions during due diligence. But doesn't that also send the signal he is looking for them to match the offer after he had signed for a price (that he had offered as the won't shop it around price). That seems to have led to them accusing him of leaking the story to solicit the offer during a the period he was supposed to not shop it, which led to the deal blowing up. I'm also a little unsure about the ethical and legal limitations he was under.

senko 3y ago
The term sheet potentially had a clause that (a) prevented him from soliciting other offers, and crucially (b) disclose any unsolicited offers immediately. (I don't have a ton of experience with m&a, but we had something similar in my previous exit and it did seemed like a standard clause in such contracts). So yeah, the leak may be intentional to in effect solicit an offer from Google (and would definitely explain ill will from Facebook).
- HWR_14 3y ago
  He definitely mentioned (a) in his write up. I wasn't aware of (b), and I thought he made it sound more like a choice. He talked about fiscal obligations requiring him to tell the board. But if he was contractually obligated to disclose the offer to FB that makes it a lot clearer.
- deanCommie 3y ago
  We could never prove it but the quote is interesting: "With accountants, lawyers, board members, and investors involved, the news was bound to leak, and it did. Though I did not leak the information, and to this day I still do not know who did, I think Facebook and Google still believe I leaked the news." There are 3 statements in this * "A leak was inevitable" * "I did not leak it" * "I do not know who did" Here is a scenario under which they could all be true: Noam, his exec team, OR some board members, OR some investors (which are likely to be friends or family members for a private company) are out for late night drinks. Someone says the words "Ugh, these Facebook guys are idiots, and we don't seem to get along with them. I wish we could get acquired by Google instead. If somehow they got word of the acquisition, I bet they'd reach out with an unsolicited offer. Sure would be a shame if SOMEONE LEAKED IT." No conspiracy necessary. No orders. Some party at the table hears, agrees, and contacts their old IDF buddy at Haaretz. Done.

by HWR_14 3y ago

senko 3y ago

The term sheet potentially had a clause that (a) prevented him from soliciting other offers, and crucially (b) disclose any unsolicited offers immediately. (I don't have a ton of experience with m&a, but we had something similar in my previous exit and it did seemed like a standard clause in such contracts). So yeah, the leak may be intentional to in effect solicit an offer from Google (and would definitely explain ill will from Facebook).

HWR_14 3y ago
He definitely mentioned (a) in his write up. I wasn't aware of (b), and I thought he made it sound more like a choice. He talked about fiscal obligations requiring him to tell the board. But if he was contractually obligated to disclose the offer to FB that makes it a lot clearer.
deanCommie 3y ago
We could never prove it but the quote is interesting: "With accountants, lawyers, board members, and investors involved, the news was bound to leak, and it did. Though I did not leak the information, and to this day I still do not know who did, I think Facebook and Google still believe I leaked the news." There are 3 statements in this * "A leak was inevitable" * "I did not leak it" * "I do not know who did" Here is a scenario under which they could all be true: Noam, his exec team, OR some board members, OR some investors (which are likely to be friends or family members for a private company) are out for late night drinks. Someone says the words "Ugh, these Facebook guys are idiots, and we don't seem to get along with them. I wish we could get acquired by Google instead. If somehow they got word of the acquisition, I bet they'd reach out with an unsolicited offer. Sure would be a shame if SOMEONE LEAKED IT." No conspiracy necessary. No orders. Some party at the table hears, agrees, and contacts their old IDF buddy at Haaretz. Done.