Are Companies Too Eager To Do Big Mergers?

from the big-egos-big-mergers dept

With Microsoft and Yahoo! back at the negotiating table, Megan McArdle suggests that corporate CEOs are too trigger-happy when it comes to big mergers. She says there are a few situations where mergers really make sense, including when there are significant economies of scale or cost savings. A big part of the original rationale for the Microsoft-Yahoo! merger was that it would give them the scale to compete effectively with Google in the search advertising market. But against these speculative advantages, it has to be remembered that Microsoft would have have had to pay a hefty premium on a firm's market value, cover the costs of the merger process, worry about corporate culture clashes, and absorb the reduced productivity as employees of both companies were focusing on the details of integration rather than developing new products. The deal would have had to produce some amazing benefits to offset those costs.

Indeed, this kind of basic math suggests that big mergers should be pretty rare. But in practice, they seem to get proposed pretty often. In a lot of cases merger proposals seem to be driven by empire building and excessive optimism on the part of the acquiring CEO. CEOs tend to have high opinions of themselves and their managerial skills, and they like the idea of running a larger, more prominent company. And with deals of this size, it's almost always possible to tell a plausible story of how things will turn out well. The AOL Time Warner merger is the classic example of this, it was heralded as a strategic master-stroke, but it created a lot of problems and the promised synergies never materialized. Megan suggests that Microsoft's new strategy of pursuing a strategic partnership rather than an outright acquisition makes more sense. They can probably get most of what they could have gotten from a merger without all the baggage that comes with a full-blown acquisition.

Filed Under: big companies, deals, mergers
Companies: microsoft, yahoo

And... They're Back: Microsoft And Yahoo Talking Again

from the a-little-shove-from-Icahn dept

Amazing what a little shove from Carl Icahn can do. Microsoft admitted on Sunday that it's submitted a new proposal to Yahoo, though not an acquisition of the entire company. Without any additional details, it's difficult to know if this actually makes any sense for anyone involved, but it does show that this whole exercise is far from over. The rumor right now is that it involves Microsoft taking over Yahoo's search-related text advertising business, which Yahoo has been considering handing over to Google. Yahoo would retain its display advertising business and its other properties like Yahoo mail and instant messaging. In many ways, this makes sense. Yahoo has never been strong in search advertising, and such a deal would let it concentrate on stuff that it actually does better.

Filed Under: ad deals, mergers, search ads
Companies: microsoft, yahoo

What, You Thought The Whole Yahoo/Microsoft Thing Was Over?

from the silly-believer dept

You just knew that the whole Yahoo/Microsoft deal wasn't really over and done with, right? Rumors started spreading yesterday that billionaire investor and professional "shake things up" guy Carl Icahn was going to put forth his own slate for the Yahoo board (after buying up a bunch of shares in the company) which would allow him to create a board that would sell the company off to Microsoft. Those kinds of rumors don't just magically come out of nowhere, so it should come as no surprise that it looks like, indeed, Icahn will be putting forth his own list of potential board members. As plenty of people have noted, this ought to be fun to watch. Dealing with Steve Ballmer is one thing, but taking on Icahn isn't something that many do successfully. Of course, the real question is what does Icahn do with Yahoo should he gain control over the board. Many are assuming that he'll sell it off to Microsoft, which assumes that Microsoft is willing to come back to the table. Either way, it seems like what we witnessed over the last few months was merely Act One. Act Two may be a lot more exciting.

Filed Under: carl icahn, mergers
Companies: microsoft, yahoo

So Many Reasons Why Deutsche Telekom Won't Buy Sprint

from the pin-drop dept

There's a rumor going around that Deutsche Telekom is thinking about buying Sprint. This is a bad idea for any number of reasons. Deutsche Telekom owns T-Mobile, which competes with Sprint, and which has certainly fallen way behind AT&T, Verizon Wireless and Sprint in terms of coverage and next generation network deployments. At the same time Sprint has definitely faced some tough times recently that have weighed heavily on the stock. So, you could see why Deutsche might initially think about it. T-Mobile is behind in the game, and merging with Sprint could (emphasis on could) jumpstart the business a bit. Plus, it's reasonable to think that Sprint may be undervalued these days. But... it's still a bad idea. T-Mobile and Sprint use totally different network technologies. Sprint is still dealing with the mess of trying to integrate Nextel's iDen system into its own CDMA-based system (which is part of the reason the company has been in trouble lately), and dumping a third totally incompatible technology into the mix doesn't seem wise. You could (again, emphasis on could) argue that Sprint now has some experience merging totally incompatible networks, but so far it's not exactly good experience. All in all, this seems like someone tossing out a suggestion. It's hard to see this as a legitimate possibility.

Filed Under: integration, mergers, mobile networks
Companies: deutsche telekom, sprint, t-mobile

Yahoo Needs To Pull An Apple Before It Becomes A Netscape

from the can-jerry-yang-channel-his-inner-steve-jobs? dept

By now, of course, you've seen the story of the weekend: Microsoft walking away from its offer to Yahoo, after first raising its bid (though not high enough for Yahoo). Microsoft chose not to go hostile recognizing that would make a bad situation even worse -- in part because Yahoo made it clear that it would swallow its own type of a poison pill by handing over its search to Google. At this point, you can expect a bunch of lawsuits to follow, and Yahoo's stock to fall off a cliff. It's not unreasonable to think Jerry Yang's job may be on the line.

So what now? To be honest, this is a case where I think that the interests of Yahoo's shareholders and the interest of the company diverged. Jerry Yang and Yahoo probably recognized that the integration would be a disaster, in part due to the cultural differences between the two companies. I honestly think Yahoo has a better chance of doing something interesting separate from Microsoft. However, by "better chance" that doesn't necessarily mean a "good chance."

At this point, Yahoo has a rather short time frame to turn the company around. Yes, it's profitable and yes, it's still huge -- but its big shareholders are going to come out of this pissed off and impatient. So Yahoo really needs to "pull an Apple." Apple in the late 90's was basically left for dead. Michael Dell famously declared that if he were in charge, he would shut the company down and give shareholders their money. But Steve Jobs came back and reinvented Apple into a very different company, first with the iMac, then the iPod and more recently the iPhone. He stopped the company from being "yet another computer company" and forged a totally different path.

If Yahoo wants to survive (and not end up getting taken over for a much lower price in another year or two), it needs to stop trying to be Google. In fact, it needs to stop thinking so much about Google, and it has to come up with that "different" path, the same way Apple did. This isn't easy, and in Apple's case it took the singular focus and brilliant mind of Steve Jobs (who also surrounded himself with some other brilliant folks). Jerry Yang needs to channel his inner Steve Jobs and come up with a way to totally reinvent the company -- and fast. The odds of him being able to do so seem slim, but if he can't, he should have just taken the last Microsoft offer.

Filed Under: failed merger, mergers
Companies: microsoft, yahoo

So Much For Those Synergies Between Time Warner Cable And AOL, Huh?

from the nice-work,-guys dept

While the AOL/Time Warner merger has gone down in the record books as one of the worst mergers ever, I still contend that it could have gone much better if stronger management had been in place. Most specifically, there were obvious synergies between aspects of Time Warner and AOL -- but petty squabbles and turf wars kept most of those synergies from being realized. The most glaring and obvious of these was Time Warner Cable (or RoadRunner) and AOL. Both offered internet access, and it seemed perfectly reasonable to merge the two properties, and use RoadRunner to upgrade all those dialup users onto broadband, and then keep them engaged with all the Time Warner content. Of course, the Time Warner content people freaked out about content on the internet of course, so that would never have worked -- but the failure to link up RoadRunner and AOL never made any sense.

In fact, the two services began aggressively competing with each other. Then, after three years, someone finally realized that maybe the two should work together and made an announcement saying so. Of course... an announcement without action is worthless. So, another year goes by and another exec trots out with an announcement that the two divisions will work closely again. And again... nothing. Give it almost another year... and yet another announcement. Sense a pattern? In the end, the two groups never actually did combine, and with today's announcement that Time Warner is selling off the cable business entirely, it just puts an exclamation point on all these years of keeping the two businesses separate. Of course, in selling off Time Warner Cable, it will also likely lead to speculation that the company will sell off AOL (or merge it with Yahoo -- remember that plan?) as well -- though, as an entirely separate entity.

While I tend to be skeptical of mergers based on vague "synergies," it's still rather amazing that in all this time, no one at Time Warner ever got these two divisions together -- and now the company may end up selling each off separately. In the end, this was a deal that only worked out for the investment bankers. Remember, they love to convince companies to consolidate one year and diversify the next -- because they make money on both transactions.

Filed Under: internet access, mergers, synergies
Companies: aol, time warner, time warner cable

Blockbuster In Surprise Bid To Buy Circuit City

from the does-this-make-sense? dept

The news came out early this morning that Blockbuster was making an unsolicited bid to buy Circuit City, which has left many scratching their heads, saying that the synergy isn't all that obvious. Circuit City has been in trouble for a while, and Blockbuster (while a lot healthier than Circuit City) has been facing its own series of challenges. While it's unclear what Blockbuster's plans are, the deal actually could make sense if Blockbuster was really looking distantly into the future about where its market is heading. It knows as well as anybody that video delivery is moving to the internet eventually -- at which point its business model gets a lot trickier. Yet, by owning a retailer selling hardware -- and the rights to content to be distributed to that hardware, things could actually get interesting. Now, I'll say ahead of time that I doubt this is where Blockbuster is heading, but with both movie distribution rights and the ability to sell hardware, it could embrace the economics of infinite goods, by packaging content (infinite) with hardware (scarce), creating a much more compelling offering, than competitors to either firm alone.

Filed Under: consumer electronics, mergers, movies, retail
Companies: blockbuster, circuit city

Can Yahoo, Microsoft, Google, AOL And News Corp Sit Down And Just Divvy Up The Internet Already?

from the thanks dept

Well, well, well. So, apparently, the earlier news about Yahoo using Google ads was just the appetizer to the more meaty story, which is apparently... well... that just about all the big name internet players are going to do a bit of horse trading to figure out who owns who in the end. There seems to be a lot of speculating in the WSJ article, but apparently step one is that Yahoo and AOL might merge their internet properties (something that's been rumored before). That pairing would likely lead to Google taking over the ads (it already handles the ads for AOL and owns a stake of AOL). At the same time, the article reports that News Corp., once rumored to be a suitor of Yahoo until it vehemently denied the story, may actually be teaming up with Microsoft to make a joint bid for Yahoo. Who else did we leave out? Nobody?

Anyway, I stand my by original assessment of a potential AOL-Yahoo merger ("like trying to keep a wild animal from eating you by covering yourself with feces"), but honestly, this gathering of the big players should actually be seen as a huge opportunity for everyone else. Basically, the big boys are about to make a big mess, and there will be tremendous opportunities that spill out while they try to figure out what went wrong. People are just starting to realize that you don't innovate by building up huge mega-corporations -- you do it by being small and nimble. These megamergers are going in the wrong direction and will open up huge opportunities for small, quick firms that think big.

Filed Under: big players, mergers, rumors
Companies: aol, google, microsoft, news corp, time warner, yahoo

DOJ Finally Approves XM-Sirius Merger

from the took-'em-long-enough dept

It only took over a year of ridiculous protests from traditional radio stations, but the Justice Department has finally decided that XM and Sirius can merge without creating a monopoly. It will be interesting to see if the NAB's own lobbying efforts helped disprove its point. The NAB, representing terrestrial radio stations argued vehemently that if XM and Sirius merged, it would create a "monopoly." The only problem with that statement is that if that were the case, it would mean that terrestrial radio wasn't competing in the same market. And, if that were true, why would the NAB care? So, by arguing so vehemently against the merger, it effectively showed what we all knew: terrestrial radio and satellite radio compete in the same market. Of course, the merger isn't a done deal yet, as the FCC still needs to weigh in. But given the amount of time it has already taken for the DoJ to make its decision, you would hope that the FCC was at least close to being done with its review as well. Update: No surprise here, the NAB is "astonished" by the decision.

Filed Under: fcc, justice department, mergers, nab, radio, satellite radio, terrestrial radio
Companies: sirius, xm

eBay Finally Gives Up Looking For Mythical Skype Synergies

from the it's-all-over dept

When eBay first surprised plenty of folks by buying Skype in 2005, the company insisted that there were plenty of synergies between the two companies -- despite them being quite hard for anyone to see (and for eBay management to explain). They trotted out a couple of ideas that were easily shown to be false. All of this was finally confirmed last year when eBay wrote off much of the acquisition. Now, finally, eBay is admitting that there really are no synergies between the two, even though it apparently spent about two years trying desperately to find them. In talking about how Skype faltered after merging with eBay, Skype's latest General Manager admits that looking for synergies between the auction business and the VoIP business are a thing of the past: "There is less focus at eBay today on finding the place where eBay and Skype intersect on the web, on using mashups to create a new communications paradigm for eBay, and more focus on Skype growing its business and eBay growing its business." Why that only cost a few billion dollars to figure that out.

Filed Under: mergers, synergy
Companies: ebay, skype