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Leading Voices
Five Media Deals I’d Like To See Happen In 2010, Round 2

Mark May is a principal and senior internet and digital media research analyst at Needham & Company, LLC, a full-service growth-company investment bank.

Ken Sonenclar’s Leading Voices piece on Thursday titled “Five Media Deals I’d Like To See Happen In 2010” was thoroughly thought-provoking. Here are my own thoughts around M&A targets for next year—I guess you could call it a rebuttal to Ken’s piece.

Microsoft (NSDQ: MSFT) should buy WebMD (NSDQ: WBMD) and/or IAC/InterActiveCorp’s Ask.com, not Research in Motion: Ken, it’s certainly true that Microsoft is in a desperate battle with Google (NSDQ: GOOG). It couldn’t close an all-out acquisition of Yahoo (NSDQ: YHOO) last year, but it’s still trying to complete a definitive agreement to, at least, run its search business. But we don’t think Microsoft is done.

Microsoft still needs to broaden its footprint in the online media space in order to become more relevant with advertisers, thus driving up the value of its audience and leads. We think WebMD fits the bill for four main reasons. First, WebMD brings with it a large, and largely unduplicated, audience of about 60 million monthly unique users and about 6 billion pageviews a year. Second, WebMD has a dominant position and we believe controls more than 25 percent of the spend in its vertical. With the acquisition, Microsoft would be the go-to channel online for not only pharmaceutical advertisers but also for the increasing number of consumer/CPG health, wellness and fitness-related advertisers on the WebMD Health Network.

Thirdly, WebMD would enhance Microsoft’s efforts in the enterprise space (e.g., large employers, and hospitals and physicians’ offices) as WebMD already generates about 20 percent of its sales through the licensing of “private portals” to these groups. Moreover, WebMD is well-positioned to potentially be a central hub for consumers’ electronic medical records. And, fourthly, WebMD’s financial performance has been, and should continue to be, phenomenal. We’re not aware of any media company – online or off – that has managed to grow its advertising revenue about 20 percent in each quarter during the downturn. And, with EBITDA margins of more than 20 percent and free-cash-flow margins of more than 15 percent, WebMD is a highly profitable business model. Ken, don’t you think WebMD is just what the doctor ordered for Microsoft?

Ask.com also makes a ton of sense for Microsoft, which clearly wants to increase its market share in search, and IACI’s Barry Diller has recently openly said he’s a seller. Moreover, Microsoft probably wouldn’t have to pay a big premium because the only other strategic buyer – Google – would probably be out of the bidding due to antitrust concerns.

Google should buy Netflix (NSDQ: NFLX) and/or eBay, not Clear Channel: Ken, I appreciate out-of-the-box thinking, but an acquisition of Clear Channel (NYSE: CCMO) by Google would be a step in the wrong direction, in my view. First, the price tag (possibly as much as $25 billion, including debt assumption) would be rich for a company with significantly declining revenue and EBIT, and for one that would require significant capital investment to upgrade its infrastructure to digital. Moreover, I don’t see digital outdoor as a good place for leveraging Google’s ad targeting and optimization chops, as the concepts for bringing that to the outdoor space are futuristic at best, in my opinion.

Instead, I think Google should buy Netflix and/or eBay (NSDQ: EBAY). With Netflix, I see six main reasons for the deal: 1) Netflix would seriously expand the reach of YouTube into the mainstream media realm; 2) Google’s CEO Eric Schmidt has increasingly been talking about playing a bigger role in developing mechanisms for consumer for-pay models for premium content. Netflix is one of the leaders, if not the leader, in the for-pay (subscription) online premium content space; 3) Netflix helps extend Google’s reach into the living room; 4) Netflix could either be a primary platform for, or an excellent addition to, an App Store-like offering from Google (Android Market); 5) the ability to leverage Netflix user purchase patterns and preferences (the queue). Netflix would add rich targeting data to Google’s opt-in profile database; and, 6) Google likes to buy industry leaders, and Netflix fits that bill.

In the same way that YouTube gave Google the leading vertical search site for videos, eBay’s Marketplace would give Google the leading vertical search site for products. Google has certainly tried over the years to develop such an offering, but its initial efforts (e.g., Froogle) failed. Its more recent initiatives, like Google Merchant Center (e.g., Google Commerce Search, Product Search Marketplace, etc.) point to continued interest and innovation in this area, but the ultimate success of these efforts remains uncertain. At the same time that Google continues to try to build a vertical product search offering, eBay Marketplace seems to be struggling to improve its search and graphical user interface experiences, and to streamline and optimize its pricing and monetization strategies.

Google could help eBay in this regard. If the fit between Google and eBay Marketplace isn’t so obvious to you, certainly the fit between Google and PayPal is. Closed loop marketing is the Holy Grail for Google. Since Google Checkout has largely failed to close the last mile gap of the marketing loop for Google, and Google Analytics has thin penetration at the largest sites, owning PayPal might be the best way of optimizing conversion rates by completing the marketing loop. The big question with a Google/eBay marriage, in my view, is not the strategic rationale, but rather how the antitrust regulators would respond.

Scripps Networks Interactive (NYSE: SNI) should buy Kayak.com: Ken didn’t talk about either Scripps or Kayak, but I felt compelled to at least come up with one original idea. Following on the heels of Scripps’ acquisition of a controlling stake in Travel Channel, Scripps should buy Kayak.com. First, it’s one of the few sizable independent online travel sites out there that has a rock-solid audience, brand and monetization model. Second, we think the optimal monetization model for content media assets is a combination of advertising and transaction-related revenue. The closer you can get to the transaction, the more value you can extract. The Kayak.com assets would add just that element not only to the Travel Channel but to several other of Scripps’ “lifestyle media” properties.

And, thirdly, as has become clear from the recent moves by Microsoft/Bing and Google, generic search-results lists are being replaced in certain circumstances (e.g., entertainment, travel, etc.) by richer vertical search experiences. That’s because the customer experience is better and conversion rates tend to improve. I’m not current on Kayak’s more recent financials or the thinking of its board/investors, but I’m guessing Kayak’s perceived valuation is at least $500 million. The valuation could be a stumbling block for Scripps, particularly considering it just assumed more debt as part of the Travel Channel deal, but the strategic logic still makes sense to me.

Yahoo! should merge with CBS Corp. (NYSE: CBS) or Viacom (NYSE: VIA), or buy Brightcove:
At some point Yahoo and/or its investors will come to the realization that the status quo, even if done better, is just not going to result in anything interesting. They’ll get restless for results and consider something more transformative. And, considering the brand media direction the company continues to go down, I think a mega “convergence” play is the way this thing will play out. How ironic would it be if Yahoo and Viacom teamed up shortly after Time Warner (NYSE: TWX) finally de-couples itself from AOL! If the convergence play doesn’t work out, then Yahoo should consider buying Brightcove.

(Public investors) should buy LinkedIn: Ken, I’ll fill in the blank to this riddle…Public investors should buy LinkedIn, in my opinion, not McGraw Hill, News Corp., Reed Elsevier (NYSE: RUK) or Monster Worldwide (NSDQ: MNST). There are a few reasons I think an IPO of LinkedIn is the path of least resistance – and of greatest upside. First, I don’t think any of those potential strategic buyers (including News Corp (NYSE: NWS). have either the financial resources or financial stomach to pay the valuation that LinkedIn’s investors expect to see. Second, as you so eloquently state, “LinkedIn has outdistanced every other online business network. All web communities are ephemeral until the switching costs grow too daunting or the network effects render them too useful. LinkedIn has passed both those markers, and it’s hard to imagine any contender knocking the six-year-old company off its perch.”

LinkedIn is a great business with a lot of future upside from a variety of revenue streams, low customer acquisition costs, and high entry barriers. I think public investors will better value the future upside here than any logical strategic would. In an economy where growth has evaporated for so many companies and sectors, investors are hungry for new growth “products.” They’re willing to pay premiums for high growth stories with a long runway ahead. I think LinkedIn, along with a handful of others companies in this sector (e.g., Facebook, Gilt Groupe, etc.), are poised to reap valuations in the public markets just not possible from the logical strategics you’ve indentified.

Ted Turner should run for governor of Montana, not buy back CNN and fold in The New York Times:
Ken, I don’t disagree that Ted Turner is probably bored. But surely he’s not also stupid. What billionaire in his/her right mind, other than Sam Zell, would intentionally put themselves through such grief by trying to turn around a newspaper company (even one as great as the NY Times) in this day and age? Mr. Turner would be far wiser running for governor of one of the most beautiful and isolated states in the union (Montana) during the upcoming 2012 election (note: liberal Democrats seem to currently rule this state).

Disclosure: Needham & Company, LLC makes a market in the following companies mentioned in this article: WebMD, IAC/InterActiveCorp, Research in Motion (NSDQ: RIMM), Netflix and Yahoo. Needham & Company has not nor does it expect to receive investment banking fees for any of the companies mentioned herein. The author does not have a financial interest in the securities of any of the companies mentioned above.

Nov 13, 2009 12:01 PM ET

Mark May

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Posted In: Features, Leading Voices, Media & Publishing, Money, M&A & Venture Capital, Mergers & Acquisitions, Companies, CBS, CBS Interactive, Google, LinkedIn, Microsoft, New York Times, Scripps, Scripps Interactive, Time Warner, Viacom, Yahoo

  • Boy some of the worst ideas I have heard of on both sides of the ledger demonstrating a clear lack of understanding of each acquirers strategic strengths and weaknesses.  MSFT is falling behind both Apple and Google on the mobile web. While MSFT’s new mobile op system is much better than the past, it is not keeping up.  Eric Schmidt recently pointed out at the current pace of computing power improvements, mobile phones will be 100x more powerful in 10 years and that is where we will be doing much of our business in the futue.  Securing its position as a mobile OS provider is absolutely critical to MSFT.  Hence, it must both build a great and super flexible system and find a hook.  I think that hook could be twitter since twitter is at its core a group communications service.

    Google buying an outdoor provider?  You must be kidding me.  Google’s aim is to leverage cloud computing to control and leverage as much of the world’s data as possible.  That’s why they are scanning every book ever written and geocoding everthing in the universe.  The data piece they are struggling with is social media and human interaction.  Enter facebook as the acquisition it should make.

    CBS buying Meredith?  Paalease.  Meredith is mostly a paper based provider (read dying on the vine).  I guess if you could buy it for half the price it currently trades at maybe, but frankly what CBS needs is a digital content strategy.  They would be much better buying WebMD.  The FDA is not going to shut down pharma advertising and consumers continue to crabe health content.  WebMD is the clear leader. But, that would only be one acquisiton.  They should think about buying AOL or Yahoo who both have a deep content portfolios.  So here at least Mark May and I agree.

    As for Ted Turner, he should just do what he’s doing.  CNN is extremely well run already and wouldn’t be better with Ted.

  • cbemerine

    I think Google is smarter than the ad portrays…  They have the undersea cables in place; they have the data centers in place; they are not restricted by a poor business infrastructure (coaxial cable) and can afford to run Fiber.  They could run Fiber to people's homes as Greenlight did in Wilson N.C.  ($100 per month for 100MBps / 100 Mbps is way better than FIOS's limited 50Mbps / 5Mbps for $119 per month).

    So in reality, the Cable companies have nothing to offer any new up and comers.  The future is Fiber to the homes.  While the Telcos (wireline/wireless/Cable Cos) promised to run Fiber back in the 1990s and received US tax payer money to do so; they have back pedaled and avoided running any Fiber as they promised.

    A company like Google, simply does not need the Cable Companies and if they position themselves correctly with Fiber, they do not need the Telcos either. 

    Like it or not, Google + Fiber would be one heck of a wonderful future for Americans. It would be a Public Relations coupe as well!  The company that saved Americans Internet access from the evil oligopoly that has limited them for the last 20 plus years.

    Considering that the Japanese had 100Mbps / 100Mbps for $55 per month in 2000 thanks to Fiber; and using that same fiber, simply changing out the hardware Firewall/Router/Modem on either end of a strand of Fiber were able to offer consumers 1Gbps / 1Gbps for $52 per month by 2006.  Hey competition does work, in Japan.

    Here its 2009 and the only company in American offering 100Mbps / 100Mbps Fiber connections for $100 per month is Greenlight.  The telcos response, failed attempt to legislate the company away…pathetic.  And I and many Americans are watching their anti-American legal + lobbying attempts in North Carolina and Washington D.C.

    A new player (Google or other Business) providing Fiber to homes for Internet access (and anything else, including streaming content such as TV, Movies and Videos) could take a small percentage of the American marketplace and be in the Black year one.  Their cash flow would be approx $40Million - $70Million per month for less than 40% of the American Internet marketplace at $55 per month rates for ONLY 100 Mbps / 100 Mbps per month.  Americans starved for Fiber Internet to their homes would gladly pay $100 per month (twice as much as in Japan and my estimate above) as long as it was not tied to any other service but packet passing and the Internet.

    I am sure I am not the only American without a television anymore.  Why spend $1000 + when I can get my content via the Internet for the cost of a DSL connection…which in reality is faster than Cable due to Cable's band width shaping and throttling of Internet access.  Bet most people do not run DD-WRT software on their Firewall/Router and are unaware that except for the "Speed Test" they are throttled to less than 400Kbps down and 40Kbps upstream.  (And they promise up to 16Mbps down / 1000Kbps up…you never see it, thanks for nothing Cable companies!)

    The Cable Companies and telcos, after ignoring their infrastructure and NOT running Fiber all the way to consumer homes (just to the neighborhood does not cut it) simply will NOT be able to compete…watch their stock price then…

    So at $100 per month for 100Mbps / 100Mbps a company could have gross sales of $80 Million - $140 Million per month assuming around 40% of the American market.  As Provost on Survivor would say, "Worth Playing For?"  Absolutely.

    If they stood on the street corner with a Fiber modem and service, they would sign up 95% of Americans tomorrow.  Imagine their profit then…

    New companies interested in providing Fiber to Americans definitely do NOT need the telcos, in fact to get in bed with the telcos could only hurt their bottom lines through poor peering agreements limiting their growth and that would be a mistake!

    Fiber to our homes, not a matter of IF, ONLY WHEN. 

    I for one will never forgive the Telcos and Cable Companies for failing to live up to their 1990s era promises of Fiber to our homes.  They took our tax money; politicians let them add in Fees (many are still in your bill today, though you do not have fiber),

    "Where's the Fiber?"  (Think 1980's Wendy's Where's the Beef commercials and you have the right tone!)

    It will be interesting to see how the Telcos/Cable companies spin their PR to cover their deceit.  As for this American, I call it FRAUD!

  • Ken Sonenclar

    Thanks for taking the time to offer your rebuttal, Mark.  If you’ll indulge me, let me send a few suggestions back your way:

    •  Microsoft and WebMD?  Numerous reasons come to mind for skipping this proposal.  For instance, the future of pharmaceutical advertising on the web, targeting both consumers and physicians, is murky at best, with new government strictures very likely.  In addition, it’s hard to find a niche with lower barriers to entry than consumer health-care info:  witness Waterfront Media’s speed rush to second place in this space from out of nowhere.  The far more strategic reason for Microsoft to pass on this deal, though, is that it’s not strategic.  Rather than diddling with vertical media markets, Steve Ballmer needs to make an acquisition that is transformative, yet builds on Microsoft’s core DNA as a software-development company (albeit one evolving into a provider of web-based and cloud-computing services).  The smart mobile platform is the next big thing and Microsoft needs a horse in this race because Apple and Google are already mounted up.  All this said, keeping MSN vibrant is important to Microsoft, so I suggest they commission BermanBraun to build a health-care site for them and let the fire hose of MSN traffic light it up.  Gates and Ballmer may be many things, but mad men they’re not.

    •  Microsoft buying Ask is the type of thinking that made Unisys the company it is today.

    •  I advocated Google buy only Clear Channel Outdoor, not all of Clear Channel Holdings, so a $25 billion price tag is way off the mark.  As for the fundamentals, OOH is a secular business that has been hurt by the economic and advertising downturn.  At the same time, outdoor (like the Internet) is proving itself a net gainer of the total advertising pie at the expense of radio, TV, and newspapers.  CCO, with deep exposure to national advertisers, will rebound strongly with the economy and is by no means in a spiral of downward revenue and profits.  What’s more, if you think individualized messaging is some sort of Philip K. Dick science fiction, stop by the Googleplex some time.  And I’ll be surprised if you leave there thinking that Google’s capital is best spent downloading movies and selling tchotchkes.

    •  Scripps and Kayak?  Scripps is a great content company.  However, twice in recent years they have mistaken performance marketing – a.k.a. lead generation, the business Kayak is in – for content, and it has cost them dearly both times.  They grossly overpaid ($560 million) for Shopzilla four years ago, and are now saddled with a middling performer in a hyper-competitive field.  In 2006 they forked over an astonishing $366 million for uSwitch, 85% of which they wrote down the following year.  That business was put on the block a few months ago and has supposedly been available for a song.  But no one is even humming.  It may not be true for everyone, but content is king for Scripps, so let’s hope they’ve learned their lesson and now stick to their knitting.  Hmmm.  Now that’s an idea….  The Knitting Channel.  Get me Ken Lowe on the horn.

    •  Finally, send Ted Turner to Montana?  Please.  If anything, his million head of bison out west already get way too much of his valuable attention.  What’s more, no thinking person wants to see The New York Times get zelled, which is precisely why Turner’s mad genius is needed to lead the Times and CNN out of their respective wildernesses, creating the first truly great and global general news organization of the 21st century.

  • Peter J

    Any video space buy by Yahoo should be HULU, not an infrastructure player like brightcove, as ryan pointed out the maven deal failed to move the needle on the video strategy.

  • wahwah

    How about Glam

  • Ryan Lawler

    Yahoo should buy Brightcove? Yeah, because they did such a bang-up job with the Maven Networks assets.

  • Sam

    I think Ken's post was a little better, but some interesting ideas.  The one I complete disagree with is Microsoft/Ask.  The only way to really increase market share in search is build a better product, not buy a terrible one.

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