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专栏 - 从华尔街到硅谷

Men's Wearhouse创始人被扫地出门背后的故事

Dan Primack 2013年12月19日

Dan Primack专注于报道交易和交易撮合者,从美国金融业到风险投资业均有涉及。此前,Dan是汤森路透(Thomson Reuters)的自由编辑,推出了peHUB.com和peHUB Wire邮件服务。作为一名新闻工作者,Dan还曾在美国马萨诸塞州罗克斯伯里经营一份社区报纸。目前他居住在波士顿附近。
40年前,乔治•齐默创办了The Men's Wearhouse公司,一手把它带到了如今的高度。但今年6月,他却被他自己创办的公司炒了鱿鱼。至于原因,双方各执一词。真相到底是什么?

    要是股东大会如期召开,你还会留任董事吗?

    或许会留任吧,尽管我在那一刻的想法是:“你们显然不想留我,但我也压根不愿意与你共事。”

    那份诠释解雇原因的新闻通稿声称,你一直在敦促董事会将The Men's Wearhouse卖给一家私人投资集团,而董事会显然不认同你的提议。实情是这样的吗?

    我没有接触过任何一家私募股权公司。我的确与投资银行家接触过,让他们评估私有化是否合理。过去5年来,在许多不同场合,我们被多次问起涉及私有化的问题。我们的反应(通常是我提出的)是,绝对不可能。

    但我在旧金山出席了一场由全食超市公司(Whole Foods)CEO约翰•麦基召集,名为自觉资本主义(Conscious Capitalism)的会议——我是这个会议的常客。会议期间,一些人询问我为什么不考虑私有化。我给出了标准答复:没兴趣。我当时被告知,我们可以私有化,我们的股东将获得30%到40%的溢价,而且利率正处于历史最低点。我的脑海突然萌生了一种想法,我与这些银行家聊了聊,他们确认这看起来像一个好主意。

    于是,我通过电话把董事们召集在一起,向他们解释我认为我们应该做的事情:邀请银行家参加一次董事会会议,向所有人解释相关问题。但我现在相信,在我召开电话会议前,他们已经听到了太多的传言,还聘请法律顾问宣布我为不受欢迎的人。所以,我的提议实在不会有任何结果。至少这是我的看法。

    公司还声称,你“拒绝支持团队,除非他们默许你的要求。”听起来像是合理的批评?

    这种说法有一定的道理。没错,在我的继任者执掌公司一年后,我开始对他失去信心。但从喜欢他到不喜欢他,并不是一个突然出现的变化,而是一个持续了数月的过程。我从来没有推翻过他的决定。董事会如此定性多少有点讽刺意味,因为我吞下了自己的直觉,允许公司沿着他正在设定的路径向前发展。

    去年年末的董事会上,我第一次私下里与一些董事磋商,道格此前已经私下联系过他们了。我确实指出,道格和我有一些分歧,但我不知道为什么有人会认为我是给他们下最后通牒。在这个时间点上,我不再认为The Men's Wearhouse依然是我在40多年前苦心创建的那家公司。

    Had they gone through with the previously scheduled shareholder meeting, would you have stayed on as a director?

    I would have probably stayed on, although in the exact moment I felt like "I don't want to work with you any more than you apparently want to work with me."

    In explaining your termination, the company claimed that you had been pushing to sell The Men's Wearhouse to a private investment group – something the board disagreed with. True?

    I didn't have any conversations with private equity firms. I spoke with [investment bankers] -- people who evaluate if a going-private makes sense. We had been approached over the last five years about going private on a number of different occasions, and our response, usually initiated by me, was absolutely not.

    But I was at a San Francisco conference put on by Whole Foods CEO John Mackey, called Conscious Capitalism -- at which I normally present. And I was approached by some people who asked why we weren't considering going private. I gave the standard response about not being interested, at which point I was told that we could go private, and our shareholders would get a 30% to 40% premium and that interest rates were at a historical low point. All of a sudden a light bulb went off in my head, and I spoke to these [bankers] who confirmed that this looked like a good idea.

    So I got the board together telephonically and explained what I thought we ought to do: Invite the [banker] to a board meeting to explain to all of us what's involved. But I now believe that, prior to my call, they'd heard enough rumblings, retained counsel, and declared me persona non grata. So my idea wasn't going anywhere. At least that's my perception.

    The company also argued that you "refused to support the team unless they acquiesced to his demands." Legitimate criticism?

    There is some truth to the idea that, after the first year of my successor's administration, I began to lose confidence in him. But it's not like all of a sudden I went from loving him to not liking him. It was a process that went on over months. At no point did I overrule his decisions. The way the board has framed it is somewhat ironic, because I swallowed my own instincts and allowed the company to go down the path he was embarking on.

    At the end of last year we had a board meeting where I first spoke privately to the board, followed by Doug speaking privately to them. I did indicate that Doug and I were having some disagreements, but I don't know why anyone would think I was giving them an ultimatum. At this point in time, I don't think The Men's Wearhouse is the organization that I had worked to create over 40 years.

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