????

????1號公司顯然被嚇壞了，要求推遲談判。我們知道瞞不過惠普。我們講盡好話：“技術(shù)問題，數(shù)額很小，不影響公司價(jià)值”，心都跳到嗓子眼上了，卻只有等待他們的反應(yīng)。他們顯然也有擔(dān)心，但并沒有掉頭就走。我們總算松了一口氣，但失去了談判的杠桿，交易隨時(shí)可能流產(chǎn)。

????唯一的希望就是讓三家客戶同意對合同語言做出小幅修改，從而維持原有的會計(jì)處理。理論上可行，但時(shí)間緊迫，客戶又都是大公司。我們在悶熱的會議室連夜加班，用電郵和電話聯(lián)系客戶管理層。難以置信，所有三家公司都召集律師在24小時(shí)內(nèi)完成了修改，這是我們客戶關(guān)系部門的重大勝利。財(cái)務(wù)重述終得避免！我們又重回談判桌，不過現(xiàn)在只剩一個(gè)買家了。我們還能達(dá)成目標(biāo)嗎？

????心理大戰(zhàn)：7月19日

????也許是感覺到優(yōu)勢回到了他們那邊，惠普高管在第二天下午3點(diǎn)在惠普行政辦公室舉行的緊張會談中突然把報(bào)價(jià)降到了13.75美元。本和我怒火中燒，但我們已經(jīng)投入這么多時(shí)間和精力，而且沒有其他競標(biāo)者。難道我們應(yīng)該接受現(xiàn)實(shí)，任憑安永的無能讓我們白白損失數(shù)億美元？

????在回程的飛機(jī)上，我們意識到事情并不那么簡單。我們的反應(yīng)將至關(guān)重要，它不僅僅關(guān)系到交易價(jià)格，甚至關(guān)系到交易本身的生死存亡。如果我們不能毫不含糊的拒絕，他們就會明白，自己已經(jīng)掌控全局。如果我們愿意接受0.5美元的降價(jià)，何不試一試1美元、2美元、甚至3美元呢？如果確實(shí)沒有其他的競爭者，何不拖延談判直至拖垮我們？再說了，這是一筆昂貴的交易：何不終止現(xiàn)有談判，從新的低估值重新開始呢？

????我們知道惠普是剩下的唯一買家，但他們并不確定。該到“鼓起我們的全副勇氣”的時(shí)候了。我們知會惠普，我們將在下午6:30召開最后的董事會會議，如果惠普不能恢復(fù)原價(jià)，我們不會推薦與其交易。

????1號公司仍然開小差，惠普也沒有新消息，董事會會議召開了。怎么和董事們交代呢？難道說我們因?yàn)槊抗?0美分的差價(jià)談崩了？

????我們無須擔(dān)心。下午6:35我的手機(jī)閃動起來，是惠普并購部門負(fù)責(zé)人的電話，他一定擔(dān)心會失去收購機(jī)會。我們故意讓他等了一會，最后我在7點(diǎn)回電，他說愿意提價(jià)到14.05美元。哈！雖然某些董事和管理層強(qiáng)烈要求接受報(bào)價(jià)，我們打定主意要回最后的20美分，為了堅(jiān)持原則，也為了在這樁來之不易的交易中保持心理優(yōu)勢。15分鐘之后，雙方達(dá)成一致，將Opsware以每股14.25美元的價(jià)格售予惠普。我們筋疲力盡，但也興高采烈。八年的歷程終于熬到頭了。

????Company 1 was seriously spooked and asked for a couple of days delay. We knew we'd have to tell HP. We put the best face we could on it—"technical issue, immaterial amounts, no impact on value, etc.". Hearts in our mouths, we waited for their reaction. To our intense relief, they reacted with concern but didn't walk. However, our leverage was gone and our deal seemed on the brink of collapse.

????Our only hope was to get the three customers to agree to a minor change in their contract language that would enable the original accounting treatment. Theoretically possible, but we were almost out of time, and these were huge corporations. Working through the night in a hot stuffy conference room, we started emailing and calling our executive contacts. Unbelievably, in a testament to the strength of our customer relationships, all three mustered their attorneys and got it done in 24 hours. Restatement avoided! We were back on track—but with only one bidder currently left at the table. Could we still get it done?

????Psych test: July 19

????Perhaps sensing advantage, HP execs suddenly dropped their offer to $13.75 in a tense 3 pm meeting the next day with Ben and me in their executive offices. We were furious, but we had come this far and we had no other live bidder. Maybe we should just suck it up and accept that EY's ineptitude had cost us a few hundred million dollars?

????Then, thinking on the fly, we realized it wasn't that simple. How we reacted would be critical, not just to the deal price but to the very survival of the deal itself. Anything less than an unequivocal rejection would signal to them that they were in the driver's seat. If we were now willing to accept $0.50 less per share, then why not $1 or $2 or $3 less? If there was really no one else at the table, why not drag out the process and wear us down? After all, this was a very expensive deal—why not terminate and restart at a much lower valuation?

????We knew HP was the only one currently at the table, but they couldn't be sure of that. We knew it was time to "screw our courage to the sticking-place". We informed them that we had scheduled a final board meeting for 6:30 pm and we would not be recommending the deal with HP for anything less than the original price.

????With Company 1 still AWOL and no word from HP, we started the board meeting. What the hell were we going to tell the board? Had we killed our deal over 50 cents a share?

????We needn't have worried. By 6:35 pm, my cellphone was lighting up with calls from HP's M&A guy, worried they were about to lose the deal. We made him wait. When I finally called him back about 7 pm, he told me they were willing to offer $14.05. Ha! Although some board members and fellow execs strongly urged us to take it, we resolved to go back for the final 20 cents as a matter of principle and to preserve the crucial psychology of a hard-won deal. Fifteen minutes later, we had an agreement to sell Opsware to HP for $14.25/share in cash. We were drained, but elated. Our eight-year journey was at an end.