NEO vs TRON: How NEO Lost a $170 Million Bid to Buy BitTorrent

When TRON founder Justin Sun announced his successful acquisition of BitTorrent in July, it was euphoric news for TRON supporters and adversely a suspicious eyebrow raiser for TRON critics.

BitTorrent, a file sharing protocol that enables users to download one file from multiple other users in portions was founded in 2004 by Cohen and Ashwin Navin. TRON’s acquisition of BitTorrent marks an important milestone for crypto companies, as it is one of the first times a cryptocurrency project has acquired a well-established business entity.

However, Justin Sun was not the only bidder, in fact he was not even the largest bidder. Interestingly, NEO’s $170 million bid, through its investment wing, NGC (NEO Global Capital), was $50 million more than Justin Sun’s. At press time NEOUSD was trading at $19.

Sun was the first to put forward an offer to gain control of BitTorrent. He did so by approaching DCM, a venture capital firm that controls the lion’s share of BitTorrent’s equity (99% of preferred stock) in December 2017.

According to Coindesk, Sun’s intention was not to acquire the company as a whole, he instead put in an offer to gain the controlling stake by acquiring DCM’s preferred stock. This changed when DCM’s Mr David Chao urged Sun to take BitTorrent’s common stock as well. Chao is said to have done this because he feared the common stock holders would be left out in the cold.

NEO’s NGC, led by, Weiyu “Wayne” Zhu is reported to have joined the fray about one month after the full acquisition talks between Sun and Chao. NGC’s interest in BitTorrent was based on the idea that it could be useful to blockchain technologies through the fashioning of a decentralized file storage system.

In their meetings with Bit Torrent and DCM, NGC made clear their intentions to gain full control of the platform by making an offer of $170 million ($115 for preferred stock and $55 for common stock).

However, NGC’s chances of success dropped towards mid-February after NGC tabled a revised offer, which led to the decision by DCM and BitTorrent that NGC’s monetarily superior bid was less “favorable” than Sun’s.

NGC’s revised letter of intent read:

the risk of the transaction not being consummated due to the projected closing of such proposed transaction being late in 2018 and [NGC’s] primary assets being cryptocurrency holdings, which required an additional foreign currency conversion prior to the closing of the proposed transaction.

Sun’s offer was subsequently accepted on Valentine’s day. NGC’s Zhu  stated that they had become skittish of the CFIUS (Committee on Foreign Investment in the US) and related political controversy around American intellectual property in the hands of Chinese entities.

Further, Mr Zhu was quoted as having said:

We were not so sure that BitTorrent is technically advanced enough to become the decentralized file project we had hoped it would be,