????

????很清楚：我們應該退出。我們決定不改初衷，利用買家的競爭和迫切心情，力求以每股14美元達成交易。第一步就是讓1號公司加價到14美元，兩天后輕松搞定。然后我們通知其他人，特別是惠普，我們已經手握14美元的競標。隨即就是和各個買家的會晤和電話，忙得不亦樂乎。

????雖然我們和10家公司展開討論，但到了7月18日的時候，只剩下兩個競爭者了：1號公司出價14.05美元，惠普出價14.25美元，兩家都深諳對方的興趣。為保持對買家的壓力，我們同時與兩家展開平行的協議細節談判，15美元、甚至更高的價格看來也觸手可及了。雖然筋疲力盡，我們仍然斗志昂揚：八年的艱苦歷程，這樣精彩的結局可算是心滿意足了！

????危機爆發：7月18日

????世事難料，就在還有24小時交易即將達成之時，我們遭遇了一場嚴重危機。在盡職調查中，1號公司的審計師安永（Ernst and Young）公司質疑我們對三個客戶合同的會計處理，而安永也是我們的審計師，正是他們實施了該項會計處理。實在難以想象，安永的兩家地區辦事處會出現分歧。安永美國總部被招來進行仲裁，不幸的是，他們站在1號公司一邊，我們必須重述過去數年的公開財務報表！雖然這純粹是個技術問題，數額也無關緊要，財務重述卻能讓我們墮入悲慘世界。不僅僅高價出手的美夢破滅，還可能觸發投資者的恐慌，導致股價腰斬。眨眼之間，15美元每股就有可能變成4美元每股。我們都目瞪口呆。

????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.