Daily Archives: May 5, 2008

Target (TGT) To Sell Credit Card Debt To JP Morgan (JPM)

In what could be a brilliant move if the recession and drop in retail sales worsen, Target (TGT) has agreed tot sell $3.6 billion of its credit card loan portfolio to JP Morgan (JPM). According to Bloomberg, the entire value of the Target consumer debt pool is $8.2 billion.

Target will probably use the capital for buying back shares and supporting expansion of new stores. The second of those programs would seem like a poor idea under current economic conditions.

Bloomberg writes "A sale will also help protect it as consumer credit declines and the U.S. economy moves closer to a recession."

Investors in Target will take almost any bone the company will throw them The retailer’s shares are off 8% during the last six months. Stock in rival Wal-Mart (WMT) is up 30%.

Douglas A. McIntyre

IPO Filing: NewPage (NWP)

NewPage Group Inc. has submitted its IPO filing late today.  It has taken the proposed ticker of "NWP" on the New York Stock Exchange.  So far, Goldman Sachs is listed as the only lead underwriter and is the only one at all on the filing papers.

NewPage notes in the prospectus that it believes it is the largest coated paper manufacturer in North America (based on production capacity), which is used primarily in media and marketing applications.  That would apply to corporate annual reports, high-end advertising brochures, direct mailing, coated labels, magazines, magazine covers, inserts, and catalogs.

The company recently made an acquisition of SENA and it would have had pro forma net sales of $4.7 billion, and roughly pro forma EBITDA of $487 million.  The company posted a net loss, although that was unspecified in the summary.

"SENA" is Store Enso North America, and its parent Store Enso Oyj is a huge stockholder based upon that merger.  Private equity giant Cerberus is also an owner via its affiliates.

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

Jon C, Ogg
May 5, 2008

S&P Index Change Candidates (DWA, HS, GMCR, FBTX, MLNM)

We have seen several announcements out of Standard & Poors regarding index changes today, with the effective dates as follows:

  • DreamWorks Animation SKG Inc. (NYSE: DWA) will now replace Millennium Pharmaceuticals Inc. (NASDAQ: MLNM) in the S&P MidCap 400 after the close of trading on Thursday, May 8, as Millennium’s acquisition by Takeda is expected to close on or about that date.
  • HealthSpring Inc. (NYSE: HS) will now replace Franklin Bank Corp. (NASDAQ: FBTX) in the S&P SmallCap 600 after the close on Wednesday, May 7…. Franklin has a market cap of a mere $26 million and has the 600th worst weighting in the index. 
  • Green Mountain Coffee Roasters Inc. (NASDAQ: GMCR) will replace Matria Healthcare Inc. (NASDAQ: MATR) in the S&P SmallCap 600 on a T.B.A. basis, pending Inverness Medical Innovations (AMEX: IMA) final approvals to acquire Matria.

As a reminder, traders that look at index additions and deletions generally like to focus on stocks that are coming in fresh into the S&P that were not a member of the S&P 1500 comprised of small-cap, mid-cap, and 500-Index members already.

Jon C, Ogg
May 5, 2008

Activists May Raise Proxy Fight Against Yahoo! (YHOO)

Not all of the institutional money involved in the Yahoo! (YHOO) rejection of Microsoft’s (MSFT) bid are happy to sit on the sidelines. Several may launch a campaign to push out the current board at the portal. It could become a good, old-fashioned proxy fight.

According to Reuters, "Ironfire Capital, is talking to other firms about running a director slate, according to Eric Jackson, who heads the firm." The idea is to accumulate a 5% interest in Yahoo! and then put up board candidates who favor a Microsoft bid.

Good luck. Even with all of its money, Microsoft wouldn’t go forward with a proxy war. The cost would eat up most if not all of the potential profits of the transaction.

Douglas A. McIntyre

The 52-Week Low Club (LBY)(AHG)(ARGN)(SCUR)

Libbey (LBY) Still falling a few days after lowering guidance. Down to $11,67 from 52-week high of $24.65.

Apria Healthcare (AHG) Slipping with industry. Drops to $16.08 from 52-week high of $31.57.

Amerigon (ARGN) Concern about last week’s modest earnings. Sells off to $10.92 from 52-week high of $22.35.

Secure Computing (SCUR) Lose widened on lawsuit. Still selling off. Falls to $5.22 from 52-week high of $10.54.

Douglas A. McIntyre

Biotech Business Daily (CGRB, DSCO, EPIX, GSK, PSTI, VNDA)

Cougar Biotechnology, Inc. (NASDAQ: CGRB) is up over 5% in afternoon trading on the announcement that they will present a company update and clinical trial update at the Leerink Swann Cancer Roundtable Conference. Shares up $0.88 to $21.43. The 52-week range is $17.00 to $34.00.

Discovery Laboratories (NASDAQ: DSCO) shares are on roller coaster ride as they anticipate the await approval for Surfaxin, a preventative medicine for respiratory distress syndrome in premature infants. Last Friday, the stock dropped 50% after the FDA wrote an Approvable Letter to Discovery requesting more information. Today it is up 33% after Discovery announced that additional clinical trials will not be necessary. Shares are trading at $1.87 on extremely high relative trading volume. The 52-week range is $1.29 to $3.75.

EPIX Pharmaceuticals (NASDAQ: EPIX) announced the mid-stage human clinical trial launch of Alzheimer’s treatment, PRX-03140, making it eligible for a milestone payment of $7.5 million from GlaxoSmithKline (NYSE: GSK). Shares are up over 8% to $1.80. The 52-week range is $1.28 to $6.70.

Pluristem Therapeutics, Inc. (NASDAQ: PSTI) shares are down over 13% today on no new relevant news. Shares are down $0.63 to $3.96. The 52-week range is $1.52 to $28.00.

Vanda Pharmaceuticals, Inc. (NASDAQ: VNDA) shares are up almost 40% today after reporting narrower first quarter losses last Thursday, beating expectations. Also, Caris initiated coverage on the company with a “Buy” rating and a $22.00 price target, specifically citing the expectation that schizophrenia treatment Fanapta, will gain regulatory approval in July. Today, shares are up $1.68 to $5.89. The 52-week range is $2.70 to $22.49.

Rachel Lopez
May 5, 2008

Cult Stock Earnings Bonanza (DIVX, VCLK, CROX, HANS, LOCM, RNWK, RICK, TRLG, VG)

While most of the investment community goes out breaking down earnings for major stocks, there is a huge interest in many of the cult stocks reporting earnings.  Among the cult stocks we have reporting this week, the following is a list of key stocks reporting:  DivX, Inc. (NASDAQ: DIVX), ValueClick Inc. (NASDAQ: VCLK), CROCS Inc. (NASDAQ: CROX), Hansen Natural Corporation (NASDAQ: HANS), Local.com Corp. (NASDAQ: LOCM), RealNetworks Inc. (NASDAQ: RNWK), Rick’s Cabaret International Inc. (NASDAQ: RICK), True Religion Apparel Inc. (NASDAQ: TRLG), and Vonage Holdings Corporation (NYSE: VG). 

Cult stocks are often fad stocks, but they tend to see explosive volume on news and often have high short interest.  Many of these stocks have been covered in our weekly "10 Stocks Under $10" newsletter we send out too.  Here is a breakdown of these individually:

Read More »

Valero Acquires More Retail Locations (VLO)

Valero Energy Corp. (NYSE: VLO) has announced that it signed an agreement to purchase 72 convenience stores and fueling kiosks from Albertson’s LLC. The financial terms of the acquisition were not disclosed, although it is expected to close in August 2008.  The new sites will be reimaged to the Corner Store brand and they will sell Valero-branded fuel for autos.

This transaction will expand Valero’s company-owned retail presence in Texas, Colorado, Arizona and Louisiana, where Valero already operates approximately 950 company-owned Corner Store locations.

Valero is already one of the largest retail operators in North America with approximately 5,800 retail and branded wholesale outlets in the United States, Canada and the Caribbean.  Its brands are Valero, Diamond Shamrock, Shamrock, Ultramar, Corner Store, and Beacon.

Jon C. Ogg
May 5, 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

Investors Look To Invest In Canadian Stock Exchange (TSX)

XTM eXchange Split Corp. filed it public paperwork this morning. The offering of common shares and Priority Equity Shares is an investment in TXM Group (TSX: X)—a combination of TSX Group, the operator of Canada’s two national stock exchanges, and Montreal Exchange, the Canadian derivatives exchange.

The common shares and the priority equity shares will be $10.00 each. The common shares will offer monthly cash dividends that are targeted at 5.00% per annum. Additionally, any capital appreciation or dividend growth from TXM Group will be provided in the common shares. The Priority Equity Shares will provide fixed, cumulative preferential monthly cash dividends at a yield of 5.25% per annum.   

In December 2007, the TSX Group and the Montreal Exchange combined in a $428 million transaction in which the TSX Group acquired all 15.3 million shares of the Montreal Exchange. The proposed effective date for the combination called the TXM Group was set at May 1, 2008.

Unfortunately, this may be tough for Americans to participate in.

The co-lead underwriters for the prospectus are CIBC World Markets Inc. and RBC Dominion Securities Inc. Additionally, Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Desjardins Securities Inc., Canaccord Capital Corporation, Dundee Securities Corporation, HSBC Securities (Canada) Inc., Raymond James Ltd., Blackmont Capital Inc., and Wellington West Capital Inc. are involved in the offering.

While some of the exchanges have done extremely well while others faltered, it’s probably a safe bet that the interest is going to be present enough for this deal to get a lot of interest globally from Canada alone.

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

Jon C. Ogg
May 5, 2008

Credit Crunch Starts To Hurt Small Business

One of the largest credit card providers to small business, Advanta Corp, took some big write-downs last quarter. According to CFO Magazine "Recent studies and reports from lenders show that small businesses are either having a harder time getting credit or struggling to pay off their debt." To some large extent, that is because banks simply don’t want to take the risk of lending.

Over the last year, SBA loans to small businesses are also down 18%, a sign that even the government is reluctant to invest in a market which it thinks may end up with high default rates.

Businesses which don’t have easy access to capital are employing some unusual methods to get their hands on cash. The National Small Business Association did a survey of members which found that "available capital" was one of the greatest risks to their firms. It also showed that 44% of these businesses had used a credit card to provide financing over the last year.

To a very large extent the increasing use of credit cards to keep smaller companies afloat shows the huge dislocation between government policy and life in the real business world. The Fed is dropping interest rates to bank, which can now borrow money at 2.5%. It has also opened its discount window to provide billions of dollars in aid to financial firms with weak balance sheets.

Does the bank pass this on to businesses or consumers? Absolutely not. Left with using credit card financing as a last resort, small firms may be forced to cover interest rates as high as 19%. That, in turn almost guarantees default rates will spike up. Banks, with access to cheap capital, are not fulfilling their traditional role of stepping in with lending facilities.

The system is now set up, probably unintentionally, to help keep banks open while undermining the opportunities of small businesses to borrow, and, in some cases, to stay alive.

Douglas A. McIntyre

Cisco Earnings To Dominate Tech Flow Into May (CSCO)

After the close of trading on Tuesday, we’ll get to see earnings out of Cisco Systems, Inc. (NASDAQ: CSCO). The estimates for the networking giant from First Call are $0.36 EPS on $9.75 billion in revenues.  Next quarter estimates are $0.39 EPS on $10.30 billion in revenues. Estimates for fiscal July-2008 are $1.54 EPS on $39.43 billion in revenues. Estimates for fiscal July-2009 are $1.69 EPS on $43.93 billion in revenues.

When we interpolated the company’s guidance last quarter, that was an implied $9.75 Billion.   That is ‘coincidentally’ the same that First Call has today.  But at the time, the First Call estimate was $10.2 Billion.  So estimates have come well down since then.

Analysts have an average price target north of $28.25, lower than in prior quarters.  Over the last 90-days, estimates have come down for this quarter report, but forward estimates have not been lowered by quite as much.  It seems that analysts are going to pay attention to financial orders and enterprise spending, plus they will focus on whether or not the networking giant is seeing any signs of a slowdown from the top emerging markets that are adding so much growth.

Cisco shares are actually up more than 19% from the post-earnings lows of the last quarter when shares briefly challenged $22.00.  Its 50-day moving average is under current prices at $24.66 and its 200-day moving average is above current prices at $27.97.

Cisco’s 52-week range is $21.77 to $34.24.  As many smaller networking companies and operators have been issuing warnings or have gotten more cautious, it will be paramount for the sector to see what comes from John Chambers this quarter.

Just last month, Lazard initiated coverage with a Buy rating, and shortly before that it was FBR that initiated Cisco with an Outperform rating.

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

Could A 2008-2009 Recession Wipe Out Seven Million Jobs?

Based on the figures from the Bureau of Labor Statistics, US unemployment was 5% in April. Those figures showed that 146.3 million Americans were employed in the civilian work-force and 7.6 million Americans were unemployed.

tt should not come as a surprise to economists that the weakest parts of the economy last month were construction, manufacturing, and retail. The segments with some growth were healthcare and professional services.

The US economy may be in a recession now. Some experts believe that growth will only slow modestly over 2008. Warren Buffett and George Soros have said that they think the downturn will be long and deep.

What happens if the recession deepens? How far could unemployment rise? In the 1973-1974 recession, real GDP growth dropped 2.1% and inflation moved over 10%. Some of the reasons for the move up in prices then also exist now, primarily very high costs of gasoline and food.

Over the period of the 1973-1974 recession, the DJIA dropped over 40%. Unemployment reached 8.7% in the second quarter of 1975. To great extent, it was a recession driving by incredible inflation. Increasing consumer prices are only starting to show up in the US economy today although they are evident in other countries like China.

The 1981-1982 recession was not marked by the kind of inflation which happened almost a decade earlier, but the downturn in employment was greater. In the fourth quarter of 1981, the unemployment rate hit 10.5%.  Among teenagers the number moved over 28%. Among blacks it was 20%.

The critical difference between the make-up of the workforce today compared with the two earlier periods is that a greater portion of the employment now in the services and financial sectors. In 1983, much of the job loss came in the durable goods sector, especially machinery manufacturing and transportation equipment. Many of those jobs have moved overseas since then. During the early 1980s, the financial sector actually added a small number of jobs and services employment rose by about 800,000.

The difference between 5% unemployment and 10% unemployment in the US today is about 7.5 million jobs. If the US hits a very sharp slowdown in 2008 and 2009, the job loss would almost certainly come from sectors which are to a large extent different than they were two and three decades ago.

Which sectors will be hit the hardest?

1. It would not be hard to imagine that the financial sector, which did relatively well 25 years ago, could not shed another a million or more workers this year. This would include people in banks large and small, real estate, and brokerage businesses. Morgan Stanley said it would cut 5% of its work force. UBS has just announced 5,500 lay-offs. Bear Stearns has chopped 7,000 people as it became part of JP Morgan. The US economy employs about 8.3 million people in the financial sector and another 3.5 million in real estate. These pools of jobs could easily lose 10% of total, about 1.2 million people.

2. A deep recession would also wring more people out of the construction and home supply businesses. Over the last four quarters, less than 300,000 jobs have dropped out of those sectors meaning that there is still a likelihood of contraction. Total employment in the construction industry is over 7.2 million people. Most of those workers are contractors. The number of people involved in residential housing is down by 320,000 during the last year, but total workers on commercial projects are steady. In a deep downturn the construction of non-residential buildings will drop and the sector could drop by another 500,000 people.

3. The manufacturing sector has also been spared, losing only 200,000 jobs over the last year from total pool of 13.6 million. The auto industry lost many of its jobs more than a year ago due to buy-outs, but Ford, GM, and Chrysler have indicated that they may have to cut further. That will also affect suppliers of auto parts and assembly. The biggest cuts in manufacturing are likely to come in the heavy equipment industries. Watch for companies like Caterpillar and Deere to drop workers. A 4% rise in unemployment in this part of the economy means 550,000 jobs lost.

4. There are 15.4 million retail jobs in the US. That number is flat over the last year. Workers who sell general merchandise, food, and clothing make up most of these jobs. Companies including Sears and Home Depot have already announced their intentions to cut some outlets and jobs as same-store sales fall off. Even Starbucks is beginning to let people go. Many retail items which used to be normal purchases become a luxury when gas and mortgage costs eat into monthly income. Retail could be hit harder than any other sector. If unemployment grows 6% in these industries over 900,000 people will lose jobs.

5. Recessions usually hit the leisure and hospitality industries hard. Almost 25 million people work in hotels, recreation facilities, gambling, and restaurant businesses. As travel drops along with eating out, expect unemployment to move up at least 4% higher in these sectors.  That is a million people.

The direction of the economy is still likely to turn on the mood of the consumer. With gas at $3.60 a gallon and the price of most basic foods rising with the cost of agricultural commodities, it is hard to look to the man on the street to help push GDP higher. Most of the lower interest rates given to big banks by the Fed have not been passed on to consumers in better mortgage, car loan or credit card rates. If the government planned rate cuts as a way to stimulate the broader economy, it has made a poor bet

Faltering consumer spending has already hit the automotive, airline, and retail parts of the economy hard, as if that is not already beginning to be evident.

The economy is also going to be hurt further by a financial sector which is increasingly bedeviled by problems which could become much worse. A number of subprime ARMs will reset in the summer. Mortgage defaults could still spike and drop the price of housing further. Large banks and brokerages may bleed more from their balance sheets due to falling prices of mortgage-related paper and a drop-off in the value of LBOs debt and consumer credit.

The idea that the economy could give up seven million more jobs seems far-fetched, at least for those who have not seen it happen before. It is easy to forget that within many people’s lifetimes, unemployment at the 10% level has occurred twice. And some parts of the economy, particularly housing and the financial services sector were probably not as bad off in 1972 and 1983 as they are today.

Douglas A. McIntyre

Top 10 Pre-Market Analyst Calls (ACAS, AAPL, CAi, CMA, DBD, GYI, UST, WHQ, YHOO)

These are some of the analyst calls affecting shares this Monday morning:

  • American Capital Strategies (NASDAQ: ACAS) downgraded to Sell at UBS.
  • Apple (NASDAQ: AAPL) raised target to $220 from $200 at RBC.
  • CACI International (NYSE: CAI) raised to Buy at Jefferies & Co.
  • Comerica (NYSE: CMA) raised to Buy at Deutsche Bank.
  • Countrywide (NYSE: CFC) cut tp underperform at FBR.
  • Diebold (NYSE: DBD) raised to Buy at KeyBanc Capital Markets.
  • Getty Images (NYSE: GYI) downgraded to Market Perform at William Blair.
  • UST Inc. (NYSE: UST) raised to Buy at Deutsche Bank.
  • W-H Energy Services (NYSE: WHQ) raised to Buy at Deutsche Bank.
  • Yahoo! (NASDAQ: YHOO) downgraded to Sell at Citigroup.

Jon C. Ogg
May 5, 2008

Europe Markets 5/5/2008 (SI)(ALU)

London was closed for a holiday and other market in Europe were mixed.

The DAXX was down .1% to 7,039. Siemens (SI) was down 1% to 76.30. VW was down .9% to 187.72.

The CAC 40 was off .3% to 5,057. Alcatel-Lucent (ALU) was down 2% to 4.42. EADS was off 3.8% to 16.38.

Data from Reuters

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

Microsoft (MSFT): A Buy-Out Baidu (BIDU)

Google (GOOG) rules the search world in all but one important country. China not only has the largest population in the world, it has the largest number of people online totaling 221 million users. It passed the US last month for total number of internet citizens. At some point China could have 500 million people on the worldwide web, more than double the US.

Google’s share of the search market in China is only 25%. Local search engine Baidu (BIDU) has 60%.

Baidu is a very small company when put along side Google. Revenue at the Chinese company many hit $200 million this year. Operating income might be $60 million. Google’s revenue will be well over $20 billion this year. Operating income should be almost $10 billion. Still, Google can’t make progress in China.

Baidu has a market cap of $12 billion. Microsoft was willing to spend $47 billion on Yahoo!. The US portal is the larger company, but Baidu’s revenue is moving up at the rate of almost 100% a year.

Even if Microsoft buys AOL or MySpace, it picks up modest market share in search by spreading its offering across a larger number of users  But, if the online community does not like the Microsoft search function moved onto properties which it might buy, consumers are like to turn back to Google anyway.

It is not clear what government hurdles Microsoft would face making a move to buy Baidu. The Chinese company has started a version of its successful business in Japan. That gives it another beach-head. With Microsoft’s money, it could move into a great deal more of Asia. And, that region is the future of internet growth.

Douglas A. McIntyre

Airlines Next Stop: Their Bankers’ Offices (UAUA)(AMR)

With the huge amount of debt on airline balance sheets and rising fuel costs, the big carriers may have trouble meeting their debt service or loan covenants. United (UAUA) has over $7 billion in long-term debt. AMR (AMR) has over $9 billion.

According to the FT "United Airlines is considering asking its banks to revise the terms of its credit facility in an effort to gain much-needed financial flexibility to weather the airline industry’s sharp downturn."  Dollars to donuts every other US airline is doing the same thing.

This puts banks in a bad position, particularly with their own balance sheet problems. They can cut new deals with airlines, which might force them to write off the value of some of the loans, of they can force current terms to stay in place.

Current terms may be too onerous. Passenger revenue is likely to drop in a slow economy. There is no reason to think oil will drop below $100 this year. Banks who force the issue with airlines may be forcing Chapter 11 filings. In that case, lenders may only get $.50 on a dollar.

Airline financial woes are worse for the banks than they are for the carriers.

Douglas A. McIntyre

Yahoo! (YHOO) Legal Exposure: $6 Billion

Pegging Yahoo!’s (NASDAQ: YHOO) potential financial exposure from shareholder lawsuits after it turned down an offer of about $33 from Microsoft (NASDAQ: MSFT) is hard. It starts with the difference between the offer and where the stock falls after the rejection. That price could be $22 or lower. Investors would have lost $12 billion, and perhaps more.

Yahoo! is lucky, if one can call it that. Proving damages beyond the actual financial set-back to shareholders will be hard. Investors were not "damaged" as much as they simply lost money.

The other factor to Yahoo!’s advantage is that some groups of stockholders may not sue it at all. That would include the company’s founders. Along with some large shareholder who supported the company walking away, probably 20% of the stock is in hands of people who would take no action. But, large class actions suits, especially if they are making progress, could be joined by that majority of the stockholder base who held shares three months ago as well as when the offer was rejected.

The issue of who held shares and when is critical to the math. Many owners sold their shares the day the offer was public. Shareholders who were in at $19, where the stock traded before the offer, can’t get the full difference between that and $33, if Yahoo!’s share price moves up again. And, it could, if the company cuts a deal with Google (NASDAQ: GOOG) to sell its search advertising.

Suffice it to say, Yahoo!’s board took a very long bet, especially when it comes to shareholder liability, when it turned the offer down. Depending on how many shareholders actually saw $14 in profit go down the drain, a lawsuit lost by the company could cost a fortune.

That does not include the tremendous burden on management to defend any suits or the tens of millions of dollars in legal costs. Otherwise, rejected the offer was just a fine idea.

Douglas A. McIntyre