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Talk of more megadeals in the
pipeline. So here’s a timely reminder that not all M+A plays in the
technology sector are the same. Not all are Redux moments, either…
Speculation and rumour are an integral
part of the merger and acquisition merry-go-round, serving any number
of purposes for all involved. Here’s a handy guide to three types of
rumour against which any new speculation can be judged:
• rumours sometimes emerge from some ‘2+2=5’ guesswork by analysts or
the media. These can be short-lived (especially in the summer, when
there is less to write about), but they can also reflect what the
industry is thinking but refuses to acknowledge in public;
• those on the acquisition trail often use selective leaks to pre-test
the market’s reaction to their plans before being obliged by financial
regulations to formally announce an interest. Share movements in the
wake of such rumours are often a pretty good early indicator of the
chance of a deal going ahead, although this can vary depending upon the
degree of shareholder approval required for such deals to proceed.
• acquisition targets can also use selective leaks to indirectly
announce that they are on the market, flushing out potential suitors
while simultaneously talking up the price.
This recent crop of ICT rumours, in addition to the rather
underwhelming attempt by Deutsche Telekom to acquire tele.ring (click
here), featured Huawei, News Corp and Cisco among the predators and
Marconi, Skype and Nokia among the prey. Despite the fact that rumours
tend to be self-replicating and are often taken as a collective whole,
each of these deals would be entirely different in character. In
addition, each sends out its own ‘Redux Rating’ and the not-quite
inverse ‘Dot.com Danger’ signals.
Rescue act
The suggestion that Huawei of China will buy Marconi, the troubled UK
equipment manufacturer, is the most straightforward of the three.
Marconi shares lifted more than 10% this morning on the news, after the
speculation was met with a Marconi statement that the company “is
continuing to pursue all strategic options with the objective of
maximising shareholder value. These options include, amongst a range of
alternatives, discussions with third parties about potential business
combinations. The discussions are at a preliminary stage and there can
be no assurance that an offer will ultimately take place.”
Marconi is still trying to rebuild from the shock of losing out on the
last round of BT’s 21CN infrastructure contracts (click here) and has a
long standing relationship with Huawei (click here). The fast-growing
Chinese manufacturer could be expected to buy Marconi for around
US$1bn, which would make sense in that Huawei was one of the winners in
the 21CN contract awards. Marconi shareholders would doubtless welcome
this exit route, although its doubtful that optimistic attempts to push
the shares higher ahead of a deal will get them too far.
Redux Rating: 7/10: not a megadeal, but a logical move at a common-sense price.
Dot.com Danger: 1/10: Marconi is no dot.com; nor is Huawei, but it is
backed by impressive growth and financial performance and can absorb
the cost of acquisition (the opposite of a dot.com play, therefore).
Rabbit out of hat act
Stories that News Corp had been negotiating a US$3bn deal to buy Skype
are altogether different in character. For a start, talks are said to
have broken down last month. This suggests that either News Corp is
seeing what the market thinks, or that the privately-owned Skype is
letting the world know that is ‘in play’. Certainly, News Corp has been
at pains to stress its Internet credentials of late, not least with
last month’s US$580mn takeover of Intermix (click here).
There would have been more than a whiff of dot.com economics around any
such deal. While Skype has had a dramatic impact on the VoIP world, the
VoIP world has yet to have a dramatic impact on the telephony world.
Nor is Skype invulnerable to being ‘Skyped’ itself as new and more
powerful VoIP solutions emerge. This is not to underestimate the role
of Skype in creating this new market; for this alone its founders,
Niklas Zennström and Janus Friis, deserve to get rich. Watch this
space: they soon will.
The real dot.com mummery on this story concerns News Corp. One’s ears
go into ‘phantom bleeding’ mode just by imagining how such a deal would
have been heralded chez Murdoch. The aural landscape would have been
littered with references to convergence, as if a dynamic start-up would
find its natural home in the suffocating embrace of a global media
company. Go figure.
The rumour radar has now zeroed in on Skype, all the same. We even have
a putative price at which the bidding can start. Naturally, every major
telco in Europe and North America will be running the rule over the
Luxembourg-based company, which is run from London. If Skype-hype is to
be believed, these are the very companies most as risk from VoIP. The
rumour may thus start a bidding war.
Redux Rating: 2/10: Dinosaurs with chequebooks circling a company they
don’t understand; sellers seeking to exit before the market moves on.
Telcos are still writing down past overpayments made in scenarios like
these.
Dot.com Danger: 9/10: sky-high price for a new company with as-yet
immature technology and untested business model. Sound familiar?
Air guitar act
A takeover of Marconi would be a mini-deal (c.US$1bn). A takeover of
Skype would be a big deal (US$3bn and rising). If Cisco buys Nokia,
this would be a mega-deal valued at upwards of US$70bn. By buying a
company more than half its size, Cisco would be re-entering takeover
territory on a scale not viewed in the technology sector since 2001.
From an industrial standpoint, the deal would make some sense, fusing
the pair’s fixed and wireless infrastructure interests (although a full
or partial demerger of Nokia’s handset business might follow). Like all
true ‘mega-deals, this one would be shot through with machismo.
That means the rumour, still in ‘decline to comment’ status on both
sides although sufficient to see Nokia’s shares open up 2% this
morning, will have a me-too effect: every Cisco-clone and Nokia-peer
will already be preparing some kind of response. While some will adopt
the high-profile, low-cost (and therefore low-risk) strategy of
snaffling up niche tiddlers in adjacent market segments, others would
be driven to like-for-like ‘gesture’ acquisitions by any Cisco-Nokia
deal.
It’s also be classified as ‘no smoke without fire’ speculation, which
is what tends to happen when logical conjecture is made public. One
hint here, though, is that last week’s changing of the guard at the
helm of Nokia, with Olli-Pekka Kallasvuo set to take over from
long-time chief Jorma Ollila, was accompanied by talk of strengthening
the Finnish company’s performance in North America. Ah, the whiff of
conspiracy.
In practical terms, whether the companies themselves could meld
together and whether regulators (notably in Europe) would allow them to
remains a major issue. The Finns might not exactly fall over themselves
to see their industrial jewel fall into US hands. American investors
might not welcome such a heavily-leveraged acquisition in the wake of
the disasters still alive in recent memory.
A counter-intuitive tip would be that if everyone thinks it’s a bad idea it might well happen.
Redux Rating: 5/10: signalling spending power and confidence on Cisco’s
part allied to a degree of industrial logic, but far-fetched in terms
of shareholder approval.
Dot.com Danger: 6/10: symptomatic of old-industry responses to dot.com
stimuli last time around; unable to respond to economic
improvement through organic growth alone, acquisition is seen as
an alternative route, despite the risks.
Bulls, bears, lemmings…
For all their flavours, M&A deals and the speculation which
precedes them are herd animals which breed at an incredible rate. How
they gestate, mutate and proliferate is a matter beyond mere
speculation.
A tip for observers of these phenomena can be lifted from the 1951
sci-fi movie, ‘The Thing (From Another World)’. From the dialogue in
its closing scene, while unexplained events are swirling around those
at their mercy on a remote polar base, the simple instruction: “watch
the skies…”
Jim Chalmers
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