Archive for February 27th, 2008

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The logo on a glass door of money lender Washington Mutual Yesterday, wearing my investor hat, developer hat, architect’s hat, business owner’s hat and strategic thinking cap, I wrote about the various scenarios that might make sense for either J. P. Morgan Chase & Co. (NYSE: JPM) or Wells Fargo & Company (NYSE: WFC) to acquire Washington Mutual, Inc. (NYSE: WM).

Giving this further thought and drawing on some of how this could play out from yesterday’s post I am wondering why this possible deal is not turning to frenzy. Perhaps all the parties are just playing hard to get. Maybe JPM and WFC have proved to be superior navigators than most other big financial companies and that they fear being shipwrecked on the rocks of a Washington Mutual.

If I’m Chase management, this deal makes too much sense to let pass. Adding WaMu’s west coast footprint advances Chase goals in a fraction of the time it would take to build out a comparable branch network and at great savings. Add in the customers base and service operations minus all the overlapping departments and this is a winner. All that needs to be done is get to the bottom line and do the deal. Bankers should understand the time value of money and get on with it.

The opportunity for Chase is very clear. Wells on the other hand might feel that more organic growth and more methodical steps is the prudent path to continued success. That is perfectly understandable, but might be overly cautious in a very competitive environment. You either move forward or backward, you cannot stay in the same place.

Wells Fargo would benefit greatly from the increased scale and WaMu would benefit tremendously from better management, something that seems to have been degraded at WaMu over time. I think the institutional culture is a much better fit than JPM/WM would be so the transition would be smoother.

While JPM would benefit from not having the costs of new construction (mostly signage initially) WFC would actually be able to sell off some valuable real estate and recoup much of its up front costs. In many cases the WaMu branches might be superior situated than the WFC, so that the WFC branch might be the one to sell off.

I also think if Wells Fargo fails to act, they’ll have taken a major action just the same. Joining forces with WaMu would make a very formidable competitor for Chase or anyone else. Chase ($148 billion cap) is currently bigger than Wells ($107 billion cap), but adding WaMu’s $15 billion scales them up nicely. I think the Wells-WaMu combination is much better and offers greater rewards and opportunity.

Washington Mutual is probably worth much more then the current Wall Street appraisal but as long as it is floundering it won’t be appreciated. Washington Mutual should be stoking the M&A fire at full blast.

Sheldon Liber is the CEO of a small private investment company and the principal for design and research at an architecture & planning firm. He writes the columns Chasing Value and Serious Money. Disclosure: I own shares of WM.

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It appears that just after Electronic Arts Inc. (NASDAQ: ERTS) made a bid for Take-Two (NASDAQ: TTWO) that the board of the smaller company allowed management an extraordinary pay package. A number of media are now “going negative” on that deal.

According to The New York Times, “Just days after Take Two Interactive, the troubled video game maker, received a buyout offer from a rival, Electronic Arts, the board of Take-Two approved a measure that significantly increased the compensation that management would receive in a merger or takeover, according to regulatory filings.” The Wall Street Journal and MarketWatch have raised similar concerns.

Among other things the monthly management fees paid to ZelnickMedia, which employs the Take-Two CEO and Chairman, went from $208,333 a month up from $62,500. In the case of a takeover the management company would receive 780,000 shares.

The deal not only looks bad, it is bad. The board of the company should have known that the data would come out in SEC filings and that it would look like a sweet-heart deal for the most senior management at Take-Two. The matter highlights that boards and executives are still willing to cut arrangements that favor bosses over employees and shareholders.

In this case, shareholders should ask for a change or file a class-action suit.

Douglas A. McIntyre is an editor at 247wallst.com.

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The end is nigh.

Days after the Windows Live Mail CAPTCHA system was cracked by spammers, reports say that the Gmail CAPTCHA system has fallen as well.

CAPTCHA stands for Absolutely Automated Public Turing test to tell Personal and Humans Apart. Ever signed up for an email or forum account, and been required to enter in a group of characters? That’s a CAPTCHA system.

Folks are calling this hack the most sophisticated they’ve seen to date. Whereas cracking Windows Live Mail CAPTCHA required one compromised host, cracking Gmail took the combined efforts of two hosts. And because of Gmail’s more sophisticated CAPTCHA system, only one in five breaking requests succeed.

While one in five doesn’t sound like much, keep in mind that Spambots are constantly working at registering hundreds of email addresses at a time, 24/7. These Spambots can’t be bargained with. They can’t be reasoned with. They don’t feel pity, or remorse, or fear. And they completely will not stop, ever, until you are dead.

Oh, wait, that’s another bot we’re thinking of…

So for all the spammer’s effort, what are they getting in return?

  • They gain access to Google’s wide portfolio of services
  • They gain an address whose domain is highly unlikely to be blacklisted, helping them defeat one aspect of anti-spam defenses.
  • Gmail also has the benefit of being free to use.
  • Because Gmail has millions of users, it makes the spammers harder to track.

It might be time to invest in that underground bunker you’ve had your eye on.

[via ars technica]

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Yahoo! (NASDAQ: YHOO) may have a superior foothold in Asia than any other big internet company. This is driven by its holdings in Yahoo! Japan and Chinese e-commerce company Alibaba. According to The Wall Street Journal, “Depending on how their value is calculated, the stakes account for $9 billion to $14 billion of Yahoo’s value.”

The valuations are old news. What is not so old is that it is dawning on Microsoft (NASDAQ: MSFT) that having Asian allies might help the company fight off Google (NASDAQ: GOOG) in the fast-growing markets of the Far East. It is something that the world’s largest software company does not have now.

The Yahoo! board has a one-of-a-kind chance to speak the strategic value of these holding up with shareholders in public and with Microsoft in private. The prevailing wisdom is that Yahoo! has no alternate other than to sell to Redmond, and that the price is the issue. Yahoo! management should be saying that the Microsoft bid does not take into account the value of having powerful partners in Japan and China and that these are worth several more dollars a share.

It is an argument that has the benefit of being true.

Douglas A. McIntyre is an editor at 27wallst.com.

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