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May 09, 2008

Circuit City Finally Capitulates (CC, BBI, GS)

Circuit City Stores, Inc. (NYSE: CC) has finally capitulated.  There are two separate announcements this morning, but in reality it is all part of the same issue.  This will allow the company to deal with the activist pressure, and may ultimately lead to the company either being run by a better team or become a subsidiary of another company.

The company just issued a release that it has reached an agreement with Wattles Capital Management.

Circuit City will choose three board members proposed by Wattles, and now Wattles has agreed not to solicit proxies related to the 2008 annual meeting. In addition, two of Circuit City's current board members will step down by the annual meeting of 2009.

Circuit City has also announced that it has hired Goldman Sachs (NYSE: GS) in an effort to explore strategic alternatives to enhance shareholder value.  The company even agreed to allow Blockbuster Inc. (NYSE: BBI) and Carl Icahn to conduct due diligence related to its proposal to acquire the company.

Shares of Circuit City are up 11% at $5.35 in pre-market trading, and its 52-week trading range is $3.44 to $17.97.  Shareholders must be thinking, "It's about freakin' time."

You can join our open email distribution list to keep up with mergers, IPO's, spin-offs, and other specialty financings.

Jon C. Ogg
May 9, 2008

Jon Ogg is also a producer and editor of the "10 Stocks Under $10" weekly newsletter; he does not own securities in the companies he covers.

May 08, 2008

Auctioning Off Yahoo! Inc. On Ebay

Yahoo! (YHOO) seems to have gotton several pieces of bad news yesterday. The chief of strategy at Microsoft (MSFT), if there can be any such person, said that his company would go off on its own. Rupert Murdoch, monarch of News Corp (NWS), said he was not talking to the portal company or AOL or Microsoft or anyone.There were also rumors that Microsoft was trying to buy social network Facebook as a sort of consolation prized for losing Yahoo!. Since no one can make money on social networks it may be close to the door prize at a Daughters of the American Revolution meeting than a good M&A transaction.

The last rock on the pile was a bit of news that Google (GOOG) may not want to sell search advertising for Yahoo!. That was Yang & Co.'s ace in the hole in its battle with Microsoft. Google makes more money on ads tied to search results, so Yahoo! could make a lot of cash using the software from its rival. Wall St. thought the idea was a good back-up to an outright M&A event.

Yahoo! now has the problem of not knowing what it is worth. Is it the $33 that Microsoft was prepared to offer, or the $19 where it traded before all of the haggling began? Yahoo! has tried to make the case that it will be much more valuable in three years when it has fixed all of its problems, but that is an "i'll sell you the Brooklyn bridge" deal and no one is buying it.

The Yahoo! board is up against a terrible dilemma. It has an annual shareholder meeting coming soon. Who will explain why people who owned stock in the company don't have $33 a share? Who will argue that Yahoo!'s management should not be sued for amateurish negotiating skills?

The simple way out is to put the company up for auction. To save banking fees, the company could use Ebay (EBAY). It works for selling cars and lunches with Warren Buffett. Yahoo! may actually get some offers from unexpected sources.

If the Yahoo! board wants to show that it takes the term fiduciary" seriously, it needs to seriously offer the company to the highest bidder. Otherwise the appearance is that they believe their own press and can get the company's shares to $40 on their own. If that happens it will be sometime near the end of the world.

Douglas A. McIntyre

May 07, 2008

Take-Two (TTWO): Time For Electronic Arts (ERTS) To Walk

It looks like Take-Two Interactive (TTWO) will sell $500 million of its new game "Grand Theft Auto IV" the first week that it is on the market. That is better than most expectations. It will help the company make the case that the buy-out offer larger rival Electronic Arts (ERTS) has made is too low.

It cannot be said that the news is not good for TTWO. According to The New York Times "The company is expected to report it sold six million copies of the graphically violent game, 3.6 million of them on the first day."

Electronics Arts has offered $25.74 per share for Take-Two. The company's stock trades about a $1 below that. The good news may push it up some.

Take-Two traded at just above $17 before ERTS made its offer. The most curious thing about the bidding dance is that no other company has come to the table with an offer. Take-Two does not fit well with any other company. Electronics Arts can make TTWO worth $25 or so. That does not appear to be the case for anyone else.

The M&A mavens learned something from Steve Ballmer this weak. Walking away from a bid when the prey has no other real options can be a huge advantage. He did it with Yahoo! and dropped the portal's price by 15% in one day. All that is holding Yahoo!'s shares up is the hope that Microsoft might come back.

Electronic Arts has seen the "Grand Theft Auto IV" numbers. TTWO will take them as an excuse to ask for a higher price. If EA management has any insight, they will walk away this week and watch the Take-Two stock drop to $20. Then they can start negotiations again on a more reasonable basis.

Douglas A. McIntyre

May 05, 2008

Punk Ziegel Now Under Ladenburg Thalmann (LTS)

Ladenburg Thalmann Financial Services Inc. (AMEX: LTS) has announced the completion of the acquisition of Punk, Ziegel & Company, L.P as previously announced in March for an undisclosed amount, pending approval by FINRA.

Punk, Ziegel & Company is a specialty investment bank based in New York City that provides research, equity market making, corporate finance, retail brokerage, and asset management services within the industries of healthcare, technology, biotechnology, life sciences and financial services. Specifically, it will merge into Ladenburg’s principal operating subsidiaries; Ladenburg Thalmann & Co. Inc.

As previously announced, William J. Punk, Jr. will fill the Managing Director for Ladenburg Thalmann & Co. and as Chairman for the Punk Ziegel Healthcare division which will be in charge of growing the healthcare business for the investment banking and research divisions.

Ladenburg shares are down marginally, over 1%, in early morning trading to $1.87. The 52-week range is $1.49 to $2.76 and the market cap sits at about $302.45 million.

You can join our open email distribution list to keep up with other developments in the brokerage and investment banking field, plus other mergers, IPO's, spin-offs, and other specialty financings.

Jon C. Ogg
May 5, 2008

Is Countrywide (CFC) Worth $0

One of the interesting by-products of S&P cutting Countrywide's (CFC) debt to junk is that Bank of America (BAC) may be frightened witless now about taking over the mortgage banker.

According to MarketWatch, the ratings agency said that "there is no assurance that any of Countrywide's debt will be "redeemed, assumed, or guaranteed" after their pending merger, according to the ratings agency."

The fact that Countrywide's portfolio and balance sheet are in free fall make it as likely that the financial firm will go bankrupt as it is that BAC will close the transaction.

Friedman, Billings, Ramsey took a very dim view of the S&P downgrade and cut Countrywide to "underperform" from "market perform," according to Reuters. The brokerage cut its target on Countrywide's stock to $2 from $7.

Housing is getting worse and not better. Defaults are rising not falling. The FBI is looking at CFC's lending and disclosure practices.

What is Ken Lewis, the CEO of Bank of America saying? Probably "pull out before we get hurt."

Douglas A. McIntyre

Yahoo! (YHOO) Down Over 20% In Europe Trading

Yahoo!'s (YHOO) shares are off over 20% in trading in Germany after the portal company rejected an offer from Microsoft.

According to Bloomberg."Citigroup Inc. and ThinkPanmure LLC analysts cut their ratings on Yahoo's stock to ``sell''.

Douglas A. McIntyre

May 04, 2008

Yahoo! & Microsoft Termination To Unleash The Hounds (YHOO, MSFT, GOOG, TWX, IACI)

It's official.  At 7:56 PM Saturday night, Steve Ballmer of Microsoft (NASDAQ: MSFT) officially threw in the towel in its bid to acquire Yahoo! Inc. (NASDAQ: YHOO).  Now that the details are out, the differences were just too wide.  Microsoft took its offer up to $33.00.  Yang was holding out for $37.00.

Unless every bit of media and every bit of research was wrong, Yahoo! had no real second bid that would have generated even a "low-$30's" share price.  In fact, everything we saw in the "new age of liquidity pressures and softer economics" might dictate the shear size of the real dollars involved would dictate that Yahoo! wasn't even able to even get a "Mid-$20's valuation" from even a consortium of other media giants.  At $28.60, Yahoo!'s market cap is roughly $40 BILLION.

Over the last 5-year period, Yahoo! shares barely saw $40.00 and anything over $35.00 was long before the Google (NASDAQ: GOOG) AdSense program came on like an avalanche pouring down the mountain. Jerry Yang's is delusional about the value Internet and web giant, mainly because of that shear size of real dollars at this point.  But now on a standalone basis, Yahoo! is just an overvalued Internet behemoth that used to have a bidder.

Interestingly enough, Yahoo! shares might not really see that "mid to low teens share price" that many shareholders and market pundits have voiced.  Many will believe that Ballmer and Microsoft are going to come back with a lower hostile bid in the coming weeks or months.  But lower prices are almost as certain as a hot Texas summer. 

We recently highlighted IAC/InteractiveCorp. (NASDAQ: IACI) in our Special Situation newsletter, and this merger will have an impact on that call now.  Our Special Situation pick going out early Monday is Time Warner Inc. (NYSE: TWX), as this may change that landscape for web properties now. Keep in mind that not all of these are "Buy and Hold" calls, so merely knowing the name is different from knowing the call.

If you are a director of Yahoo! and if those media reports were true about board members contacting lawyers and insurance companies to find ways to cover themselves in case this bid blows up, then you were smart.  If you didn't get any extra protection, well, let's just say that you better have lined that up this weekend.  You will be hearing from lawyers and seeing class action suits.  In fact, it would be a minor miracle if the first class action lawsuit hasn't been filed by Monday evening "on behalf of Yahoo! shareholders against the board of directors of Yahoo! for grossly neglecting the best interest of shareholders."

Jerry Yang has had the job title of "Chief Yahoo!" for some time. No more.  We'll be nice and not say "Chief $%^&$#@&."  But if you are a Yahoo! shareholder, you're probably thinking that Yang's new title will be "Chief Pariah."  Yahoo! is going to have to make some advances in a serious hurry now to keep that share price from cratering, but shareholders may want to try to stop the company from getting aggressive. Otherwise, Yang and friends may be leveraging the company up too much at a time that the company is in a position of weakness.

You can join our open email distribution list to hear about other mergers, special financings, IPO's, secondary offerings, spin-offs, and more.

Jon C. Ogg
May 4, 2008

Jon Ogg is also a producer and editor of the "10 Stocks Under $10" weekly newsletter; he does not own securities in the companies he covers.

May 03, 2008

Microsoft (MSFT) Dumps Yahoo! (YHOO)

According to several sources, Microsoft (MSFT) has dropped its offer to buy Yahoo! (YHOO).

The Wall Street Journal writes that "Microsoft said it had increased its offer to $33 a share, but said Yahoo wanted at least $37 a share."

Executives at both firms had meetings several times over the last few days.

Douglas A. McIntyre

Deutsche Telekom (DT) May Buy Sprint (S): A Brilliant Move

Sprint (NYSE: S) may have found a buyer. The interested party is German phone giant Deutsche Telekom NYSE: DT). DT owns the fourth largest cellular carrier in the US. Sprint has the third largest network, but has struggled to keep subscribers since it bought rival Nextel. The M&A action would be brilliant for both companies.

Sprint's shares are trading at $7.81 down from $25 less than two years ago. The firm has had financial troubles because of customers losses and has fallen well behind AT&T (T) and Verizon Wireless. Combining Sprint and T-Mobile would create a strong, third competitor in the US market. It would be the largest cell operator with 50 million customers from Sprint added to 28 million of its own.

Sprint has no solution to building out a 4G network that will allow it to remain competitive a less than a decade from now. Its plans to spend $5 billion on a national WiMax grid have been slowed and perhaps killed by the company's financial and operational problems.

Reuters points out the the German government, which still owns a third of DT might not approve a deal. But, without one T-Mobile will never be a force in the US market and Sprint will languish in the third place spot while its better-funded and better-operated competitors pull further ahead.

Douglas A. McIntyre

May 02, 2008

Sirius & XM See Result From FCC Letter... Is Approval Any Closer? (SIRI, XMSR)

Shares of both Sirius Satellite radio (NASDAQ: SIRI) and XM Satellite Radio (NASDAQ: XMSR) are trading higher in pre-market trading today.  You could say it is the market, but it could also be tied to a letter that went out the FCC.  House Commerce Chairman Dingell (D-MI) and Telecommunications Subcommittee Chairman Markey (D-MA) sent a letter to FCC Chairman Martin calling for an "Open Device" condition should the FCC approve the merger.

The letter sent to Chairman Martin also calls for an adherence to "at least" the pricing structure and pricing locks that have been already shown.

The stated goal of the letter is consumer protection.

Interestingly enough, and something that none of the "consumer defenders" have ever said is that if this merger is blocked, then prices for raw purchases and new monthly subscription prices will go up sharply.  The companies won't be able to lift the contracts that have in place with auto makers, but for any new subscribers the cost of being able to listen to unregulated commentary will go up. 

These companies have been in business for years and are still running at unprofitable levels.  If "protecting consumers and their pocketbook" is the goal, then the FCC should capitulate and approve this deal.

Jon C. Ogg
May 2, 2008

Bond-Holders At Countrywide (CFC) Sweet The Buy-Out

Bond-holders who own debt in Countrywide (CFC) have assume that Bank of America (BAC) would take those obligations on and that they would get paid out. Maybe not.

According to Bloomberg. ``There is no assurance that any such debt would be redeemed, assumed or guaranteed,'' the Charlotte, North Carolina-based bank said in an April 30 regulatory filing.

If the bond-holders push to be taken care of, the matter could end up in court. And, the deal to buy Countrywide could be killed.

Douglas A. McIntyre

Yahoo!'s (YHOO) Failures Now Drive Its Value

Trying to make sense of all the rumors about Microsoft (MSFT) buying Yahoo! (YHOO) and Yahoo! making a search deal with Google (GOOG) is senseless.. Only three or four people are actually playing the cards and they are all lying to one another. Steve Ballmer may be the biggest liar of all but he controls the most chips.

The only thing for certain is that, once this is all over, Yahoo!'s shareholders will be better off. Either it cuts a deal to outsource search to Google and that get approved by the government, or Microsoft puts Yahoo!'s long-time shareholders out of their suffering and buys the portal company for $31 or something in that neighborhood.

Yahoo! has a chip in the game because it was so poorly run. Ironic, but true. If it had pushed its search business harder five years ago, it might not have been overtaken by Google. If it had not gone through three CEOs over that period, it would be a sign that it had some long-term plan which was working.

Yahoo!'s value now is in its failures The have pushed its market cap down to $30 billion on most days. That would put it in the same league with CostCo (COST).

But, CostCo does not get anyone 20% of the US search market. For Yahoo! that figure could have been 40%, but, because it is not, Microsoft or Google may get lucky.

Douglas A. McIntyre

April 30, 2008

SIRIUS & XM.. Still Waiting, Extend Termination Dates (SIRI, XMSR)

XM Satellite Radio (NASDAQ: XMSR) and SIRIUS Satellite Radio (NASDAQ: SIRI) have just announced that both companies have agreed not to exercise their rights to terminate the proposed merger agreement based on today's date.  The companies are have agreed to further extend the merger agreement... "as necessary, for rolling two week periods unless either side notifies the other of its intention not to extend."

This pending merger remains subject to the approval from the FCC and satisfaction of all other applicable conditions. 

We've already received a nod from the DOJ back on March 24, 2008, so now we are just waiting for the FCC.  SIRIUS and XM have both  obtained stockholder approval for the pending merger, all the way back in November 2007.

Waiting for this merger decision from the FCC and all the lobbying pressuring it is starting to look the same as watching 5-year olds playing tee-ball.  You just know it is going to come down to 1 point, and the kids are out of control. 

Jon C. Ogg
April 30, 2008

United & FTD In Odd Merger (UNTD, FTD)

There may be one of the stranger mergers out there today in Internet land, as United Online, Inc. (NASDAQ: UNTD) is acquiring FTD Group, Inc. (NYSE: FTD) in a merger valued at some $800 million.

FTD shareholders will receive $7.34 in cash, 0.4087 shares of United common stock per FTD share, and $3.31 principal amount of United Online in 13% senior secured notes due in 2013. This total consideration, before any share change in UNTD will equate to $15.08 (based upon $10.83 United share price.

This furthermore comes to an total consideration received of $456 million to FTD, composed of $222 million cash, 12.35 million shares of UNTD, and $100 million in the debt.  After payments and disbursements have been made, FTD holders will still own approximately 15% of the combined United Online.

To complicate things further, United Online may elect to increase the cash consideration payable to FTD's
stockholders by $2.81 in full substitution of the debt, so FTD stockholders could receive a total of $10.15 in cash and 0.4087 shares of United Online per FTD share.

We had featured United Online in our "10 Stocks Under $10" weekly newsletter, and one issue of our "Special Situation Investing Newsletter" featured United Online as one of teh small cap Internet stocks that could actually be rolled up by a larger player.

So far UNTD shares are up almost 8% pre-market on thin volume trading, and FTD shares are up almost 7% in pre-market trading; although the share volume was very thin.

You can join our open email distribution list to hear about previews for other mergers, spin-offs, break-ups, IPO's, special financings, and other special situations.

Jon C. Ogg
April 30, 2008

Jon Ogg produces and edits the Special Situation Investing Newsletter for 247WallSt.com.

Microsoft (MSFT): A Few Dollars For The Yahooligans

Microsoft (MSFT) may decide to pay $1.5 billion in payments to retain key employees at Yahoo!. (YHOO).

According to Reuters "The $1.5 billion figure was discussed in a communication between the general counsels of Microsoft and Yahoo."

No wonder Redmond does not want to raise its bid.

Douglas A. McIntyre

April 29, 2008

SPAC Dissolving: Shanghai Sentry Acquisition Corp.

Today, we have seen what may be one of the few special purpose acquisition companies, or SPAC's, see a return of capital with a proposed deal voted down by shareholders.

Shanghai Sentry Acquisition Corp. (AMEX: SHA) just announced today that its annual and extraordinary meeting of shareholders was held and shareholders have voted down its proposed acquisition of Asia Leader Investments Limited.

Under the terms of the charter, the company is not permitted to pursue any other transactions and will shortly begin the process of liquidating and dissolving itself in accordance with the charter.  Applicable laws will result in the amount held in its trust account (together with interest) will be returned to the public shareholders.  No payments will be made in respect of the outstanding warrants or to any of its initial shareholders in the initial public offering. 

This company was formed in April 2006 and it raised $115 million through an initial public offering.  Back in February, this company terminated one acquisition to pursue the other and this vote had been delayed.

You can join our open email distribution list to hear about previews for other mergers, spin-offs, break-ups, IPO's, special financings, and other special situations.

Jon C. Ogg
April 29, 2008

Take-Two's GTA4 Retail Checks.... Maybe Take-Two Can Defend Against EA (TTWO, ERTS, GME, BBY)

We at 247WallSt.com have made calls doing our own checks to see just how the new blockbuster mega-hit Grand Theft Auto 4 video game from take-Two Interactive (NASDAQ: TTWO) is selling at some of video game dedicated stores.  Figures that have been thrown around for the first week are $400 million, and if you do a Google search under "GTA4 $400M" you'll see how many are running this figure.

As Take-Two Interactive (NASDAQ: TTWO) tries to defend itself against a takeover (or to get a higher price) from Electronic Arts (NASDAQ: ERTS), we wanted to see just how well this game could do.  This is being sold through thousands of stores and many of the locations are completely sold out.  Only a few acted like they had an oversupply of games.  Literally many of the larger stores were stocked with games for those who did not pre-order, but those supplies were being eaten through quickly.  This is also before school and work ended for the bulk of the gaming population, so that's another catch.

We decided to run a store check the opening morning at store locations for GameStop Corp. (NYSE: GME), Best Buy (NYSE: BBY), and even the new entrant called Play N Trade.  It goes quite simply like this, the larger the store the harder it is to round up someone that can or will give you an answer.  As well as this game is selling, and with a record breaking sales projection because of the dual-console platform launch, it's hard to imagine that the company is just going to fold up its tent in defending itself.  If Electronic Arts wants the video game maker, they are trying to buy a company that will have a remarkably improved sales position compared to when the bid was first launched.  The opposite side of the argument is that one title might not make a difference in a decade long time frame.

Many did well in the midnight sales, and here are just a handful of the comments that the employees at the stores said from each store listed.  Please note that while these are in quotes, they are in context but this was the general comment of what we were told at each individual store:

Continue reading "Take-Two's GTA4 Retail Checks.... Maybe Take-Two Can Defend Against EA (TTWO, ERTS, GME, BBY)" »

Andersons Does Small Roll-Up Acquisition (ANDE)

The Andersons, Inc. (NASDAQ: ANDE) is making a niche acquisition to fit into its fertilizer operations.  It has acquired Douglass Fertilizer & Chemical Inc. as an addition to its Plant Nutrient Group to diversify the group's product line offering.  It will also expand Andersons market "outside the traditional Midwest row crops and into Florida's rich specialty crops."

Douglass Fertilizer is based in Maitland, Florida and is primarily a specialty liquid nutrient manufacturer, retailer and wholesaler.

Douglass Fertilizer is a specialty liquid nutrient manufacturer and retailer primarily serving Florida and to a lesser degree the Southeastern U.S. and the Caribbean; and it generated revenues of $48 million in 2007.

As fas as a comparison, Andersons Inc. generated some $2.379 Billion in revenues during 2007.  Depending upon the expansion that the company can make with a deeper pocketbook, that's only about a 2% revenue bump. 

The Anderson's market cap is $843 million and with a $46.50 stock price is toward the higher-end of its $38.10 to $52.67 trading range over the last year.

You can join our open email distribution list to hear about previews for other mergers, spin-offs, break-ups, IPO's, special financings, and other special situations.

Jon C. Ogg
April 29, 2008

Blockbuster's (BBI) Mad Dash

Blockbuster (BBI) continues to put its nose where it does not belong. First it tried to buy Circuit City (CC), a firm which is weaker than Blockbuster is, and Blockbuster is plenty weak. It shares are under $3, down from over $20 less than five years ago.

The issue of where Blockbuster would get the capital to close the deal came up quickly. The movie rental company's management looked like buffoons.

Now Blockbuster wants to own a piece of Viacom's (VIA) new pay-TV channel which is going into business to compete with HBO and Showtime. Viacom has lined up content from MGM (MGM) and Lions Gate (LGF). It is not clear why consumers, cable systems, and satellite TV companies would want a new movie channel, but that is only a minor detail.

According to The Wall Street Journal "As part of a deal being discussed, Blockbuster would get digital rights to the new channel's programming in return for an investment in the partnership."

What is Blockbuster going to do with those rights and why would Viacom want to grant them?  Blockbuster is a failing company in the DVD retail business. It has too many stores. It also rents DVDs through the mail. But, that business is dominated by NetFlix (NFLX). BBI would like to stream movies over the internet. The number of companies in that business is too large to count.

Maybe Blockbuster shareholders will get lucky. Perhaps the company does not have the money to buy into the Viacom deal. That would leave management the job of fixing its current business.

Douglas A. McIntyre

April 28, 2008

Circuit City's Largest Holder Joins Activist Efforts (CC, BBI)

A firm called HBK INVESTMENTS, L.P. has just changed its tune regarding its investment in Circuity City Stores Inc. (NYSE: CC).  As of December 31, 2007, HBK-I owned or controlled a combined 15,420,653 shares, which was list as 9.16% of the outstanding shares.  What is interesting is that this was said to be a passive stake.  Not any longer, according to their latest filing with the SEC that went to a 13D filing.  Here are some tidbits from the 13D filing:

  • HBK Master originally acquired the shares of Common Stock for investment in the ordinary course of its business... believed, among other things, that the shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons have had, and expect to continue to have, discussions with management, other shareholders of the Issuer and other relevant parties (including Blockbuster) concerning the business, operations, management, governance, strategy and future plans of the Issuer.

This also notes that on April 28, 2008, HBK Capital Management sent a letter to Circuit City encouraging it to allow Blockbuster to perform due diligence in connection with its merger proposal and to commence good faith negotiations with Blockbuster regarding its proposal.  HBK Capital Management also has urged the board of directors of Circuit City to create a competitive bidding process in order to maximize shareholder value.

Shares of Circuity City are at $4.62, down 1.5% today.  Wattles was a small fish in comparison, but it looks like they have garnered more activist support now.   According to our data, HBK is also Circuit City's largest shareholder.  Blockbuster Inc. (NYSE: BBI) shares are also down by about 1.3% today.

You can join our open email distribution list to hear about previews for other mergers, spin-offs, break-ups, IPO's, special financings, and other special situations.

Jon C. Ogg
April 28, 2008

More Trouble in XM-Sirius Merger? (SIRI, XMSR)

MediaPost has a rather interesting article out today citing state attorneys general from four more states have joined ten others in their opposition of the merger between Sirius Satellite Radio (NASDAQ: SIRI) and XM Satellite Radio (NASDAQ: XMSR).

This article notes that the AG's from Connecticut, Maryland, Ohio and Washington sent a 3-page letter to Kevin Martin, Chairman of the FCC, last week urging him to not approve the merger.  This also notes that the letter is almost identical to the one sent by 10 other AG's that was sent at the end of March.

Interestingly enough and according to the article, these AG's have all noted "If the merger gets a green light, however, the attorneys general added that the FCC should set aside part of the satellite-accessible spectrum for a free service to be started by a new third-party company."

247WallSt.com interviewed Rep. Gene Green regarding his stance on this merger and found that he was without care about the financial well-being of the satellite radio companies.  We'll see  what happens sooner or later out of the FCC, but this merger has been one of the longest and most arduous mergers out there.  We do not consider this merger in the same realm of "satellite television" as people can live in their cars without satellite radio.  But tell someone they can't have cable TV or satellite TV and see what happens.

Another issue we found interesting was that fairly recent downgrade from Goldman Sachs where the firm dislikes this either way, with merger and without merger.

You can join our open email distribution list to hear about previews for other IPO's, mergers, spin-offs, break-ups, and other special situations.

Jon C. Ogg
April 28, 2008

Jon Ogg produces and edits the Special Situation Investing Newsletter; he does not own securities in the companies he covers.

Does $80 Wrigley Equal $50 Hershey? (WWY, JPM, GS, HSY, CSG)

When we saw the Mars acquisition of William Wrigley Jr. Co. (NYSE: WWY) in perhaps the largest food merger, the first thing that came to mind besides "what a premium" was "What does this do for the valuation of Hershey Co. (NYSE: HSY)."  JPMorgan (NYSE: JPM) and Goldman Sachs (NYSE: GS) are providing the lion share of the financing for Mars, and the Oracle of Omaha will provide about $6.5 Billion in financing.  The market cap for Wrigley was $17 Billion before the buyout and about $22 Billion after.

Before this deal, Wrigley was almost 15% off of its 52-week lows, and the buyout premium has this one up almost another 25% higher.  This was approximately 20-times EBITDA and about 32-times 2008 consensus EPS estimates. 

Hershey on the other hand closed Friday at $34.74, only 3.5% ahead of $33.54 low over the last year.  Hershey trades at about 19-times 2008 consensus EPS estimates.  According to Capital IQ, Herhey's market cap is almost $7.9 Billion before any increase today and it notes that the EBITDA multiple is 9.8 based on the most recent data.  Hershey was also only valued at half of the Wrigley market cap, so in theory financing would be easier to round up.

If all these comparisons are correct on an "on the fly" analysis, you could in theory say that the premiums could be 50% to 100% for Hershey.  The problem is that Hershey has an earnings challenge and its stock was battered harder.  Its raw material costs have escalated in recent years and its dependence on chocolate means its core ingredients are under the whims of some unstable regions in Africa.  This would also not be much of a premium to the all-time highs.  Lastly, it is believed by many that the Hershey family and descendants don't want to ever give up.

What do these stocks have in common other than stickling their products in your mouth?  Founding families still in charge or in at least a dominant role.  When you have founding families in control or when you have dual classes of stock, about the only mergers that work are friendly mergers where the money for them is just too much to say no to.  They generally want to be included for the future in the new company too for posterity.  The only hostile deals that work in these cases are the hostile deals that turn friendly, still reward the families beyond imagination, and keep them at least somewhat on for posterity.   

After looking over all of this with a quick look, we won't say that Hershey is all of a sudden worth 50% more than it was Friday.  In fact, it may not be worth significantly more than $40.00. But this Wrigley premium probably just raised the floor on Hershey for the time being.

Shares of Cadbury Schwepps plc (NYSE: CSG) are also indicated higher by 3% in pre-market trading.  Hershey shares are indicated up about 5% pre-market.

You can join our open email distribution list to hear about previews for other mergers, spin-offs, break-ups, IPO's, and other special situations.

Jon C. Ogg
April 28, 2008

Jon Ogg produces and edits the Special Situation Investing Newsletter; he does not own securities in the companies he covers.

Buffett + Chocolate = Gum

The Oracle of Omaha and Mars, the big privately-held chocolate company, will buy gum concern Wrigley (WWY) for $22 billion. The price is a 27% premium over where Wrigley traded in the last session.

On a per-share basis, Wrigley would be going for almost $80. The company's stock has not been that high, ever. The one comparable company worth a look for valuation is Tootsie Roll (TR). It has a price-to-sales ratio of 2.6. With the premium offer for Wrigley, it will go for 4x, an unusually high valuation.

The deal is hard to fathom for other reasons. Costs savings are not really evident. The Wall Street Journal points out "A deal would expand Mars's already considerable global reach. Wrigley generates the majority of its sales outside of the U.S."  But, each company appears to have adequate distribution networks in the US and abroad.

Wrigley has been a solid performer over the last several years with both revenue and operating income moving up. But, with the cost of commodities rising, candy company margins will probably not be what they used to be. That would seem to make Wrigley's prospect worse and not better than they were last year.

Warren Buffett's Berkshire Hathaway will finance much of the cost of the buy-out. He is famous for rarely being wrong about where he invests his money. But, not everything he has done has worked out.

He does own a newspaper in Buffalo, NY.

Douglas A. McIntyre

April 24, 2008

Wendy's Craters to Peltz, Triarc, Trian... Over The Barrel (WEN, TRY, TUX)

Triarc Companies, Inc. (NYSE: TRY) and Wendy's International, Inc. (NYSE: WEN) have signed a definitive merger agreement.  According to the release, this has been approved by the
boards of directors of both companies.

The merger appears to be an all-stock buyout entitling Wendy's shareholders to receive a fixed ratio of 4.25 shares of Triarc Class A Common Stock for each share of Wendy's common stock they own.  Before Triarc dilution, that looks like a price of $26.775 based on Wednesday's close.

We did just predict in our Special Situation Investing Newsletter (trials can now see that report) on Monday night that Wendy's would crater and either go proactive under Peltz's activism or that it would finally crater to a buyout.  But we predicted that Peltz & Friends would have to come up with $30.00 per share in order to execute a friendly merger or at least one that isn't quite so hostile.  While we are disappointed with this transaction, this is a stock for stock merger that does at least allow upside if the combined operations can reach the synergies, savings, and growth that it wants to achieve.

It does not appear that Trian Acquisition I Corp. (AMEX: TUX), the Peltz SPAC, is part of this deal other than that the Trian Partners sponsor will vote in favor of the merger along with Peltz and others (who own roughly 35% of Triarc).  That SPAC involvement may change if this deal needs a kick-up, but that is just for pondering rather than anything certain. 

Continue reading "Wendy's Craters to Peltz, Triarc, Trian... Over The Barrel (WEN, TRY, TUX)" »

April 23, 2008

Safeco Acquired, Another P&C Insurer Disappears (SAF)

Liberty Mutual has agreed to acquire Safeco Corp. (NYSE: SAF) for some $6.12 billion this morning. Liberty offered to purchase all outstanding common shares at $68.24 per share, representing roughly a 50% premium to the closing price on Tuesday.

Safeco sells $5.9 billion worth of insurance policies annually, compared to Liberty Mutual selling some $20 billion annually. The deal will create the country’s fifth largest property insurer with a combined 15,000 independent agencies. Safeco will join Liberty Mutual’s Agency Markets business unit.

Safeco operates in personal insurance, business insurance, surety, and "P&C Other."

The boards of both companies have approved the merger and the deal is expected to close by the end of the third quarter upon regulatory and shareholder approval.

Safeco shares jumped almost 50%, or $20.88, in early morning trading to $66.11. The 52-week range is $41.09 to $67.32.

Maybe not all insurance carriers and not all financial companies are carrying the financial asbestos on their books.

Jon C. Ogg
April 23, 2008

Yahoo!'s (YHOO) Last Chance For Independence

Yahoo!'s (YHOO) Q1 earnings were not enough to prove the case that the company is making tremendous progress. That stock dropped slightly after the news. Microsoft (MSFT) has more ammunition to show that no deal can come close to its offer to buy the portal company and guarantee investors a substantial return.

Jerry Yang and the Yahoo! board have made a fight of it, but theirs has been a victory of pluck over genius. The company never came up with an alternative to the Microsoft offer. The most it had to offer was a paper-thin forecast about the future and some lame leaks to the news media about alternative deals.

Yahoo! has one last chance, Whether it can weather the storm of shareholder objections to stay on its own is a matter best left to Nostradamus and his progeny. There is, however, one set of moves that might allow Yahoo! to remain what it is and has been for years--an independent public company.

To begin, Yahoo! would have to sell off its interest in China e-commerce company Alibaba. The management of the mainland operation doesn't seem to think much of Yang, so the deal would not be hard to put together. Yahoo! would also have to sell its stake in Yahoo! Japan. No one knows for certain, but the two properties may be worth $8 billion. Yahoo! could use that money to buy-out many of its shareholders at a price above the Microsoft offer. Yahoo! current market cap is about $36 billion.

Next, Yahoo! would need a partner. The idea that Google could provide search capacity for Yahoo! is absurd. The two companies together would have over 85% of the US search market. The Department of Justice is not going to swallow that, even if its saves Yahoo! $500 million a year.

One options Yahoo! has is to take on News Corp's (NWS) MySpace. The problem with the big social network is that no one can figure out how to make money on it. A cash investment in a combined company by Rupert Murdoch is not enough to make up for that.

That leaves the most obvious combination of Yahoo! with AOL. If Time Warner (TWX) would part with the property for a 25% interest in Yahoo! the merger might work. Some of the consideration from TWX would have to come in cash, perhaps $5 billion. That would give the portal firm more money to spread among its shareholders. AOL would have to contend with the fact that Google is a small shareholder in the company, and it remains to be seen if that can be negotiated.

The Yahoo! sites have over 139 million unique visitors in the US, according to comScore. AOL has almost 112 million. The link-up would certainly create the largest web operation in the country. AOL also has the largest online ad network in the US. Advertising.com reaches nine out of every ten web users. The Yahoo! ad network runs just behind AOL's in size. Ad networks seem to be the next big thing for making money online. That part of the new company would have substantial value.

A Yahoo! merger with AOL would give Yahoo!'s search functions some more scale by being spread across the AOL audience. That would still have to be worked out with Google which has some of the AOL search rights, but Google does not want to see Yahoo! fall into Microsoft's hands. They are likely to be accommodating.

Putting the two businesses together would also allow for substantial cost savings.

All of this may not work, but Yahoo! will at least have gone down holding something more than a pair of twos.

Douglas A. McIntyre

April 22, 2008

Sirtris Major Buyout Premium From GlaxoSmithKline, Public Under a Year (SIRT, GSK)

GlaxoSmithKline (NYSE: GSK) has announced that it has entered into a definitive acquisition pact with Sirtris Pharmaceuticals Inc. (NASDAQ: SIRT).

The drug giant will pay approximately $720 million via a cash tender offer of $22.50 per share.  Sirtris closed down 4% at $12.23 today on less than 90,000 shares.

As a result of the buyout, GSK will enhance its metabolic, neurology, immunology and inflammation research efforts with the establishment of a presence in the field of sirtuins.  This recently discovered class of enzymes is believed to be involved in the aging process and Sirtris Pharmaceuticals has established a drug discovery capability to exploit sirtuin in human diseases, which could generate multiple clinically and commercially products. To date, Sirtris has been in the development of a treatment of Type 2 Diabetes Mellitus.

You can join our open email distribution list to hear about other mergers, IPO's, key financings, secondary offerings, spin-offs and other special situation previews.

Interestingly enough, Sirtris has only been public less than a year, and its trading range has been almost entirely in a range of $10 to $20 since.  Based on no major stock move in the last 5-days and based on stock options having an extremely low open interest, it looks like a merger actually occurred that it doesn't appear traders caught any major wind of.

Here was the original filing, which showed JPMorgan, CIBC, Piper Jaffray, JMP Securities, and Rodman & Renshaw as its underwriters.

Jon C. Ogg
April 22, 2008

Jon Ogg is a producer of and editor for both the Special Situations newsletter and the "10 Stocks Under $10" weekly newsletter for 247WallSt.com; he can be reached at jonogg@247wallst.com and he does not own securities in the companies he covers.

April 21, 2008

Circuit City (CC) Should Buy Blockbuster (BBI): The Pac-Man Defense

One the way to buying Circuit City (CC), Blockbuster (BBI) found out it may not have the money to close a deal. Its big shareholder Carl Icahn might help and there is some money on the Circuit City balance sheet. According to The Wall Street Journal "Concerns about Blockbuster's methods for financing a bid contributed to a sharp fall in the company's shares."

The issues at hand are actually more profoundly ugly than that. Part of the reason that Circuit City can be bought at all is that its poor performance has dropped its share price by 40% over the last six months. A looks at the Blockbuster stock chart shows it is down by just as much. The blind may end up leading the blind. Blockbuster's market cap, at $605 million, is now below Circuit City's at $740 million.

Blockbuster has failed at it missions as much or more than Circuit City has. In its last fiscal year, BBI had a net loss of $74 million on over $5.5 billion in revenue. In its last fiscal, CC lost just over $8 million on $12.4 billion in revenue.

Which company is the worse run? It is close to a tie, but should go to Blockbuster by a nose.

Blockbuster, a bricks-and-mortar company in a digital world, is more broken than Circuit City.

The wrong company is the buyer. It is time for Circuit City to use the Pac-Man defense and buy Blockbuster. It the movie rental company is worth anything.

Douglas A. McIntyre

April 18, 2008

Activists Come Knocking Harder At Wendy's Doors (WEN, TRY)

An SEC Filing this morning shows activists are going to go after Wendy's International Inc. (NYSE: WEN) with a little more publicity than mere private letters.  Trian Fund Management, L.P., Triarc Companies, Inc. (NYSE: TRY) Peter May, Nelson Peltz, Thomas Sandell, and others are in an activist group that have sent a letter to Wendy's International, Inc. (NYSE: WEN).

Trian appears to be the lead in the group as far as signing the letter, and the letter says it is very concerned about the current direction of Wendy's. Trian and Triarc were informed that the Wendy's special committee had rejected two acquisition proposals made by Trian and Triarc, which had called for the combination of Wendy's and Arby's and the other involved an acquisition of 100% of Wendy's for over $900 million in cash with the balance in stock.

These proposals would have required the approval of the shareholders on each side of the transaction and neither of the proposals was conditioned on the receipt of third party financing. The letter notes that the most recent proposals were summarily rejected in less than 24 hours.

Before any transaction is considered, shareholders should be fully updated on the current financial condition of the company, including sales, profits and margins. The activist group also expects that the company will not take any action prior to the earnings announcement on April 25.

Trian wants shareholders to determine the future of Wendy's and it intends to contact other shareholders to call a special meeting to give shareholders the opportunity to vote on the future direction of Wendy's.

This is looking like it is a very unique special situation.  The problem is that the value has been previously hard to see in Wendy's and it would not have been exactly cheap for an acquirer.  But this pullback down to the mid-$20's may actually change this now that its ratios have come in-line or under many of the peers. 

We checked Capital IQ's database and the company isn't an easy one to push around, although it isn't exactly one that can lock the doors and pray for the best while the world burns.  It requires a 67% vote by the board to approve any transaction, and 75% of shareholders are need to approve any transaction without board approval.  The board is considered a classified board, and it does have cumulative voting for board seats.  Its 15 member board also has 3-year terms.  The provisions do allow for shareholders to act by written consent, so this letter at least has to be acknowledged. Capital IQ also notes that Wendy's does have an active poison pill.  Lastly, Ohio is that the state of incorporation, and that state is one of the harder ones for hostile mergers or actions against public companies incorporated there.

You can join our open email distribution list to hear about other activist situations, IPO's, back door plays into IPO's, spin-offs. break-ups, and other special situations we frequently preview.  We have reviewed this one in months past for the Special Situations newsletter, but the valuations at the time appeared to be a serious obstacle.  Now that it has come in, it looks like it may be time to dust off those notes and see if the relative value is there.

Wendy's shares were basically unchanged pre-market after closing at $25.10 yesterday, but shares are now up almost 1% at $25.34 right after the open.  The 52-week trading range is $22.18 to $42.22.  Its current market cap is just shy of $2.2 Billion.

Jon C. Ogg
April 18, 2008

Jon Ogg is a producer and editor of the Special Situation newsletter and the "10 Stocks Under $10" weekly newsletter for 247Wallst.com.

April 15, 2008

Covad, Public No More (DVW)

Platinum Equity has announced that the private equity firm has now completed the acquisition of Covad Communications Group, Inc. (AMEX: DVW) in a merger with a total value of approximately $470 million.  An affiliate of Platinum Equity acquired all outstanding shares of Covad stock for $1.02 per share in cash.

This was one we reviewed for our special situation newsletter last year for what would have now netted close to 30% to completion when the spread had widened out to the point it looked at risk.  We determined after speaking with all parties involved that the deal was not in jeopardy, but the sector was in a "shoot and ask questions later" mode as many other deals were failing.

We also just covered this one last month with more than a 10% gain for 3-weeks to completion in our "10 Stocks under $10" weekly newsletter.

This merger looks like it is done, over and out.  You can join our open email distribution list to hear about key M&A, merger speculation, IPO's, special financings, restructurings and more.

Jon C. Ogg
April 15, 2008

Jon Ogg produces the Special Situation Investing Newsletter.  He can be reached at jonogg@247wallst.com and he does not own securities in the companies he covers.

Time Warner (TWX) Buys Blog Company

According to TechCurnch Time Warner's (NYSE: TWX) AOL has bought blog aggregation company Sphere for $25 million. The report says that Sphere "adapted to the changing market and focused on delivering blog results relevant to content delivered by big news and content sites."

Douglas A. McIntyre

April 14, 2008

Delta (DAL) And Northwest (NWA): A Day Late And A Dollar Short

The revived merger between Delta (DAL) and Northwest (NWA) is based on the premise that, in a airline industry depression, two carriers mashed together work better than if they remained independent. It is an argument which is half again too clever but has no merit to speak of.

According to The Wall Street Journal "The deal could value Northwest at roughly $3 billion, these people said, though terms were still being negotiated. That would be well below Northwest's market value of more than $4.6 billion as of Feb. 1, reflecting the industry's worsening prospects in recent weeks." The airline industry has been keelhauled to the extend that United (UAUA), Northwest, and Delta have lost over 30% of their market caps in three months.

The two significant stimulations for airline mergers now are rising fuel prices and a likely sharp drop in passenger demand as the economy slows. Since a merger will not be effective finished for several months, neither of these is addressed in the short-term.

The more painful reality of the possible transaction is that it solves neither fuel prices nor passenger revenue-based troubles. It may allow for some elimination of duplicate routes and some employees. But, airline pilots have not approved the merger and a strike by them could cost the new company tens of millions of dollars be shutting the operation down. Scabs are hard to find when they have to replace people with twenty years of training.

Merging Northwest and Delta is playing chess while the house is on fire. Better to stay separate and avoid the migraine of integrating reservations and IT systems which usually POs customers to no end.

Negotiating with unions, hedging fuel and cutting routes does not require the expenses and risks of a merger.

Douglas A. McIntyre

Night Of The Living Dead: Blockbuster (BBI) Bids For Circuit City (CC)

It is the kind of deal that investment bankers trying to save their jobs and desperate CEOs might dream up. Blockbuster (NYSE:BBI) has proposed to buy Circuit City (NYSE:CC) for $6 to $8 based on due diligence.

According to The Wall Street Journal "Blockbuster said the combination of the two companies would result in an $18 billion global retail enterprise uniquely positioned to capitalize on the growing convergence of media content and electronic devices." The weakness in the argument is that neither company is growing at all.

Over the last three years, Blockbuster's revenue has been flat to down. Competition from online DVD sales companies lead by NetFlix (NFLX) has robbed the large retailers of customers. VOD over the internet and though cable are further eroding the company's business. Its shares are at just over $3, down from a 52-week high of $6.67.

Circuit City is in even worse shape. It is being sucked dry by competition from much larger electronics outlets, especially Wal-Mart (WMT) and Best Buy (BBY). As the retail market turns down due to a slowing economy, its prospects are likely to get much worse. Its stock trades at $3.90, down from a 52-week high of $19.12.

There is no evidence that the combination of the companies saves a dime in expenses. How it enhances revenue is the stuff of fantasy. Blockbuster is suggesting that the combined firm take on debt to help finance the transaction. In the present environment where debt is anathema the proposal is especially insane

It is a mad transaction which has no future at all.

Douglas A. McIntyre

April 11, 2008

Is National City The Next Bank Takeunder? (NCC, BNS, KEY, FITB)

National City Inc. (NYSE: NCC), has fallen on reports that the Bank of Nova Scotia (NYSE: BNS), the second largest Canadian lender by assets, has offered an minority investment in the troubled bank.

National City has written down some $333 million in the fourth quarter, largely due to its exposure to the wonderful Florida and Ohio housing markets.  The bank has also been noted recently as being under pressure from regulators to boost its capital and reserves or to find a potential buyer before first quarter results are released this month.

Supposedly both KeyCorp (NYSE: KEY) and Fifth Third Bancorp (NASDAQ: FITB) have offered bids or investments that are that articles have called as being "too low" for National City to swallow.   Frankly, Fifth Third is another bank that has been deemed as one of the potential targets out there, so we'd have more questions than answers on that situation.  Elsewhere, Consair Capital has also been noted as "considering a bid" while Warburg Pincus LLC has gone away.

Interestingly enough, this potential deal would allow Bank of Nova Scotia to further access U.S. markets.  Until any formal word or real terms surface, we'd keep this classified as a rumor for the time being rather than gospel.

National City shares are down over 3% more today at $8.60 in early afternoon trading today after the reports that Nova Scotia plans to bid.  Its 52-week range is $6.56 to $38.32.

As we have been screening this one for our special situations and for our under $10 stocks newsletters, we would warn that if a deal comes it isn't one that would be assured generosity.  The big deals that have come to other in-trouble financial firms have been scalps and takeunders for existing shareholders.

You can join our open email distribution list to hear about special financings, secondary offerings, IPO's, M&A, and more previews for other special situations in various stages.

Jon C. Ogg
April 11, 2008

Jon Ogg produces the Special Situation Investing Newsletter.  He can be reached at jonogg@247wallst.com and he does not own securities in the companies he covers.

TriZetto Gets Apax Private Equity Buyout (TZIX)

TriZetto Group Inc. (NASDAQ: TZIX) is being acquired. Private equity firm Apax Partners will acquire health-care software company for $1.4 billion, or $22.00 per share.  This represents a 25% premium to Thursday's closing price, and is slightly more than a 5% premium to the 52-week high of $20.85.

Apax has made deals in the hospital and drug sectors, so this isn't its first prom dance.  It also has some $35 Billion in "funds under its advice." It appears that private equity money is still willing to look at deals in medical technology and information management that helps hospitals and medical companies.

What is interesting is that BlueCross BlueShield of Tennessee and The Regence Group, both of which are customers of TriZetto, are providing "an undisclosed portion" of the funding for this transaction and they will be equity investors in the newly private company.  Regence is a combination of several BlueCross BlueShield operations in the U.S.

TriZetto shares used to trade significantly higher, but that was back in 2000 when we were in the bubble days.  While this may take six months to close the merger, it doesn't look like there are too many holders that will pan this deal.  Of the analysts that cover the stock, the average price is just north of $24.00.

You can join our open email distribution list to hear about special financings, secondary offerings, IPO's, M&A, and more previews for other special situations in various stages.

Jon C. Ogg
April 11, 2008

Jon Ogg produces the Special Situation Investing Newsletter.  He can be reached at jonogg@247wallst.com and he does not own securities in the companies he covers.

April 10, 2008

Radio One & Ethnic Social Networking Acquisition (ROIAK, ROIA)

After the close this evening, ethnic media player Radio One, Inc. (NASDAQ: ROIAK) (NASDAQ: ROIA) announced it was acquiring a social networking company called Community Connect for around $38 million.  Interestingly enough Radio One has a mere market cap of $143 million.

The good news is that does diversify Radio One away from radio, as the company has been trying to do.  The exact terms were not disclosed.  Back in the day, this would have been a huge gain.  Hopefully Radio One can monetize the social networking theme better than others have. 

Community Connect Inc. is an online community destinations for US ethnic groups with the three largest niche-targeted communities: AsianAvenue.com, BlackPlanet.com and MiGente.com.  This notes that it has some 20 million members.

You can join our open email distribution list to hear about special financings, secondary offerings, IPO's, M&A, and more previews for other special situations in various stages.

Radio One's trading range for the more active ROIAK shares over the last 52-week sis $0.99 to $7.73.  Shares closed at $1.50 today.

Jon C. Ogg
April 10, 2008

Jon Ogg produces the Special Situation Investing Newsletter.  He can be reached at jonogg@247wallst.com and he does not own securities in the companies he covers.

Millennium Pharmaceuticals, Becoming Part of Takeda in Japan (MLNM)

Millennium Pharmaceuticals Inc. (NASDAQ: MLNM) is being acquired.  Takeda Pharmaceuticals in Japan is paying some $8.8 Billion to acquire the biotech, which had a market cap of $5.3 Billion as of yesterday.

The cash buyout will come at $25.00 per share, roughly a 50% premium to Wednesday's $16.35 close.  Its 52-week trading range was $9.49 to $17.19.  This is also more than a 25% premium to any prices this one has seen over the last 5-years.

This acquisition will help Takeda go from heart and diabetes into more of a cancer treatment, which will further diversify its operations.  Analysts expect Millennium to post $almost $570 million in revenues this year and $673 million in revenues next year.

You can join our open email distribution list to hear about special financings, secondary offerings, IPO's, M&A, and more previews for other special situations in various stages.

Jon C. Ogg
April 10, 2008

Jon Ogg produces the Special Situation Investing Newsletter.  He can be reached at jonogg@247wallst.com and he does not own securities in the companies he covers.

Google (GOOG): The Only Winner In Yahoo! (YHOO) Merger Mess

The creator of the law of unintended consequences must have had the scramble to merge with or buy Yahoo! (NASDAQ: YHOO) in mind. Google (NASDAQ: GOOG) gets daily benefit from the fighting and should garner an additional edge over the next year or two.

The professors who pen business school text books from their campus offices at Harvard and Wharton are in agreement that mergers rarely work. The list of reasons is always long. Distractions. Culture clashes. Poor estimates of savings. And, the most lame-brained of all--synergy.

The Microsoft (NASDAQ: MSFT) ideas for buying Yahoo! at a price well above the market may have turned out to be brilliant. Redmond is a lap down in the race to be a big internet player. Buying Yahoo! would put it into the No.2 spot in search advertising and the first place for inventory in the online display ad space. There were certainly plenty of people to fire, so the odds of savings were fairly certain.

Microsoft's great risk is that all of the employees at Yahoo! keep voodoo dolls with Steve Ballmer's likeness. They spend their idle time putting pins into the little totems. But, the Yahoo! board and management must know, in their less guarded moments, that remaining as an independent company is not a fabulous option. They have as much as said so to the world by asking Microsoft to raise its bid. Put more cash on the table and all will be forgiven.

Enter Time Warner (NYSE: TWX). It would like to find a home for AOL. Not unlike Yahoo!, it would benefit from more scale and more ad inventory. Cutting costs in putting the companies together is almost certain. And, Time Warner might put in some capital for Yahoo! to buy-back shares. Angry Yahoo! investors not getting $31 from Microsoft could still have their palms greased.

None of that was enough grist for the media and Wall St. analysts. Microsoft has been talking to Rupert Murdoch, king of News Corp (NWS), about putting his large social network, MySpace, into a combined MSN/Yahoo! property. The number of online pages available for advertising, if such an entity were created, would be beyond counting. People would be fired. Money would be saved. The fact that Mr. Murdoch cannot make any money on his big social network will have been lost in the fog of war.

Each of these maneuvers costs the firms involved millions of dollars in legal and investment banking fees. Much, much more important, the most senior executives at these companies are dragged into endless strategy meetings, all at a time when the economy is in recession and the growth of internet advertising is at risk. If any of the combinations being contemplated becomes a reality, senior staff will be tied up for months trying to make the deal work.

Over at Google (NASDAQ: GOOG) management has not broken a sweat. They will not be buying anything. Eric Schmidt, their CEO, may have had one or two conversations with Yahoo!. He has told them that they can test his search advertising product to see if it works. If Yahoo! elects to use it, Schmidt's company makes hundreds of millions in commissions and, in effect, it will have co-opted its only real competitor in search. The Justice Department may have something to say, but it will be Yahoo! attorneys who handle that. Google is already a de facto monopoly. It does not need to tell the government that adding Yahoo! to its client list makes that worse. The staff at Justice is either in or out. If nothing happens,Yahoo! will still only have 20% of the US search market when it is all over. Unless, of course it accepts Microsoft's $31 bid.

Often, the best thing to do in business is nothing. Let the competition make most of the moves. Expend little energy. Stick to the present path and keep management managing.

Google will not spe