出售风云：我们如何把公司卖给惠普

    很清楚：我们应该退出。我们决定不改初衷，利用买家的竞争和迫切心情，力求以每股14美元达成交易。第一步就是让1号公司加价到14美元，两天后轻松搞定。然后我们通知其他人，特别是惠普，我们已经手握14美元的竞标。随即就是和各个买家的会晤和电话，忙得不亦乐乎。

    虽然我们和10家公司展开讨论，但到了7月18日的时候，只剩下两个竞争者了：1号公司出价14.05美元，惠普出价14.25美元，两家都深谙对方的兴趣。为保持对买家的压力，我们同时与两家展开平行的协议细节谈判，15美元、甚至更高的价格看来也触手可及了。虽然筋疲力尽，我们仍然斗志昂扬：八年的艰苦历程，这样精彩的结局可算是心满意足了！

    危机爆发：7月18日

    世事难料，就在还有24小时交易即将达成之时，我们遭遇了一场严重危机。在尽职调查中，1号公司的审计师安永（Ernst and Young）公司质疑我们对三个客户合同的会计处理，而安永也是我们的审计师，正是他们实施了该项会计处理。实在难以想象，安永的两家地区办事处会出现分歧。安永美国总部被招来进行仲裁，不幸的是，他们站在1号公司一边，我们必须重述过去数年的公开财务报表！虽然这纯粹是个技术问题，数额也无关紧要，财务重述却能让我们堕入悲惨世界。不仅仅高价出手的美梦破灭，还可能触发投资者的恐慌，导致股价腰斩。眨眼之间，15美元每股就有可能变成4美元每股。我们都目瞪口呆。

    It was clear: We should exit. We decided to stick to our guns and drive for a deal at $14/share, leveraging competition and urgency to get there. The first step was to get Company 1 to $14, which we did two days later. Then we notified the others, notably HP, that we had an offer at $14. A whirlwind of meetings and calls followed with the various contenders.

    While we had discussions with 10 companies, by July 18 it became a two-horse race between Company 1 at $14.05/share and HP at $14.25/share, each acutely aware of the other's interest. To keep up the pressure, we negotiated detailed agreements with both in parallel right up to the end, with a real prospect of getting to $15 or more. Although exhausted, we were on a massive emotional high—this was going to be a fittingly impressive end to an eight-year odyssey!

    Crisis strikes: July 18

    Then, with 24 hours to go, we had an inconceivably ugly crisis. In diligence, Company 1's auditors, Ernst and Young (EY), challenged the way we had accounted for three customer contracts, despite the fact that EY was also our auditor and had ordered this accounting. Unbelievably, two regional offices of EY were disagreeing with each other. Called to arbitrate, the national office sided with Company 1's regional office and informed us we would have to restate our publicly-filed financials for the past several years! While the issue was entirely technical and the amounts immaterial, the prospect of a restatement was horrifying. Not only had our glorious deal suddenly vaporized, but by chasing it we'd triggered something that might panic investors and cut our stock price in half. In the blink of an eye, our likely outcome had plummeted from $15/share to maybe $4/share. We were devastated.