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DealZone

Behind the deals and deal-makers

July 10th, 2008

Activist investor alert: Fisher Communications

Posted by: Anupreeta Das

kima.jpgCould investors in Seattle-based Fisher Communications be getting a little restless? The small broadcasting company recently disclosed it had received an unsolicited takeover offer from an unnamed party, which it turned down saying it wasn’t in the best interests of its shareholders.

Soon after, FrontFour Capital, a large shareholder, made public a stiff letter it sent to the company, expressing disappointment at the board’s unwillingness to engage in talks with the potential buyer. FrontFour, a New York-based hedge fund, said Fisher shareholders have suffered a 30 percent loss in the value of their holdings, even as the company spent money on acquisitions that have added little value. Fisher shares are down 38 percent since their 52-week high of about $51.99 August.

FrontFour also threatened “potential courses of action,” such as calling a special shareholders’ meeting or running a proxy fight at next year’s annual meeting.

Activist investor Mario Gabelli, whose Gamco Investors is Fisher’s largest shareholder with about 19 percent of the stock, has publicly held off on commenting so far. But a Gabelli & Co research note also suggested that Fisher’s recent “disclosure of interest” may help put the company in play. Gabelli analyst Barry Lucas said the takeover offer of $43 to $45 a share, which values Fisher at about $384 million, was a “low-ball bid,” and estimated $60 a share to be a more reasonable price.

Fisher might have a pacifier in hand for investors, though. The company, which owns several television and radio stations in the Northwest, is likely to come into some money — Lucas estimated roughly $273 million, just short of its current $291 million market value — soon from the sale of some assets. In May, Fisher said it might put up Fisher Plaza, a piece of real estate in downtown Seattle, for sale. Fisher will also get a neat chunk of cash from the sale of its stake of Safeco, which is being bought by insurer Liberty Mutual. While Lucas said this windfall should pump up Fisher’s value, the company might choose to deploy the cash to pay a dividend or make another acquisition if it doesn’t want to be bought.

A source said Fisher’s board is going to meet in the next few weeks to figure out how to spend the cash. Investors will have to wait till then to see how they will be rewarded.

P.S. Read the back story of how Fisher came to own Safeco stock here.

(Photo courtesy of Fisher Communications website www.fsci.com)

April 10th, 2008

Yahoo tests Google’s waters, Microsoft’s temper

Posted by: Anupreeta Das

yahoo.jpgThere’s something about deadlines that sharpens the mind. Reporters know this and Yahoo is finding out with its decision to get into a Web search advertising test with arch-rival search firm Google Inc.

Yahoo is facing a three-week deadline to sit down with Microsoft, which has offered $42 billion to buy the company, and seems to be getting ever more creative in figuring out ways to resist the advances of its suitor to the North. The length of its limited test with Google? Two weeks.

Google, of course, isn’t about to object. “A long-term deal could be the only option that allows Yahoo to remain an independent company,” a person close to Google told us.

So why would Yahoo start hooking up with Google? Flaunting its flirtation with the enemy could put pressure on Microsoft to raise the bid. After all, if the test results show a spike in advertising revenue, that could mean Yahoo is worth more to a buyer if it starts outsourcing full time. That could lead to lightening Microsoft’s wallet more than the software giant had first anticipated.

But Yahoo plays a dangerous game. Microsoft said a deal between Yahoo and Microsoft could make the Web search market less competitive, just the kind of thing that leads to politicians calling for hearings. And as Microsoft knows, trips to Washington are never fun.

March 22nd, 2008

Is CNET losing the war?

Posted by: Anupreeta Das

dictionary2.jpgIn the war of words between CNET and its biggest shareholder, a group led by hedge fund Jana Partners, the two sides might as well be speaking in different tongues.

Jana proclaims that its motives are driven by a desire to rescue CNET — best known for tech-news site News.com, which has been hit by stiff competition from blogs — from irrelevance.

CNET prefers to speak the language of corporate bylaws that it believes will protect the company from unwanted attention, despite a recent legal setback that it plans to appeal.

But Jana seems to have understood perfectly CNET chief Neil Ashe’s recent letter to employees, where he called the dissidents “opportunistic shareholders” and labeled the proxy fight a chess match. As blogger Michael Arrington — whose TechCrunch is a big thorn in CNET’s side, according to Dealbook — reported, Jana would rather get rid of Ashe.

March 14th, 2008

Stockholder activism: just a game of chess

Posted by: Anupreeta Das

chess.jpgThe Delaware court ruled in favor of Jana Partners, allowing the hedge fund and its partners to nominate directors to CNET Networks’ board, come the next shareholder meeting.

But that decision is “just another move on the chess board,” according to CNET’s CEO Neil Ashe. In an e-mail to employees, Ashe compared fights between activist shareholders and managements for board control to chess matches.

“Remember, stockholder activism is more common place today,” Ashe wrote. “We are not alone. The New York Times and IAC are both addressing similar situations. As I’ve said since the beginning, this is like a chess match.”

The Times is fighting a proxy battle with hedge fund Harbinger Capital, and IAC and its controlling shareholder Liberty Media have sued each other.

CNET said it is reviewing the court’s decision and may appeal. We’re waiting for the next move.

 Photo: Reuters file