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Weekly Column

Th-th-th-th-that's All Folks!: What's Behind the AOL/Time-Warner Merger is More Obvious Than Some People Would Like to Admit

Status: [CLOSED]
By Robert X. Cringely
bob@cringely.com

A producer from "Nightline" called the other day, frantic for comment from me on this business of AOL buying Time-Warner. Whenever such a call comes in from "Nightline" or CNN or any of the other news shows where I appear from time to time, there is a kind of audition that takes place on the telephone. They want to know in advance what I will say on the air. Part of this audition is the producer (producers in this case) needing some quick education about what is going on, and part is their wanting to make sure that I am going to not only be interesting, but that I will say what they want to hear.

Well, I didn't say what "Nightline" wanted to hear.

"We'll pass this time, but we'll keep your number and call you another time," said the producer when she called back after they had time to talk it over, but I already knew they would reject me. I could hear it in their voices over the telephone. Television is so shallow. Look behind her words and you'll see she was really saying, "We don't like your take on the story, but we won't follow our instinct and lose your number forever just in case we need you again someday."

Television is arrogant, too.

I had two reactions to AOL buying Time-Warner, one of which "Nightline" liked and one they didn't. The one they liked, interestingly enough, was my prediction that the merger would accelerate the trend toward consolidation in the media and Internet industries, and would likely result in "Nightline's" parent, the Walt Disney Co., being sucked-up next. The rumor at ABC-TV, in fact, is that the buyer will be Yahoo. From the "Nightline" producer's reaction to this thought I'd say they would welcome such a deal, suggesting that maybe ABC doesn't like being owned by Disney and that almost anything else would be better. I'm not making a specific prediction here because I can't see Michael Eisner accepting a second banana role to anyone, but it wouldn't surprise me if Disney was soon part of some deal involving several parties, perhaps including Yahoo.

My response to the merger that "Nightline" didn't like is one that I haven't seen in any of the coverage to date. They were looking for me to get excited about the deal and to see it in terms of corporate synergy and creating the prototypical media company for the Internet century. Instead, I saw it as AOL buying an insurance policy against the failure of the so-called Internet century.

AOL is on a roll. Their stock is up, way up, on Internet fever, making it not only possible to buy a company seven times the size of AOL, but even fairly cheap to do so. But what if this bubble bursts? What if people get tired of surfing the Net just like they got tired of playing Atari video games in the early 1980s. Atari, then owned by, of all outfits, Warner Brothers, saw its value plummet. If that was to happen to AOL, then having the diversification of owning CNN and HBO and all those magazines and cable properties would look very, very smart.

Sure, there is probably some argument for AOL getting new sources of content and Time-Warner gaining a new high tech outlet, for AOL getting close to all those Roadrunner cable modems and both companies bulking-up to take on Viacom and Disney, not to mention Bertlesmann. But I still think Steve Case's main motivation is diversification and insurance. And the same applies to Time-Warner, which isn't very profitable overall and hasn't shown to date that it has any particular mastery of the new Internet medium. Time's Pathfinder Internet strategy was a failure and other than CNN.com, I don't see many truly high traffic sites in the Time-Warner portfolio.

But if you look at the selling price, where AOL is paying a 70 percent premium for Time-Warner, it is evident that AOL is the company that really needs this deal. If it meant as much to Time-Warner, the price would be lower."Nightline" doesn't want to hear that.

This week provides plenty of news like this that can be viewed through my pragmatic spectacles. Take, for example, Microsoft's out-of-court settlement of Caldera's antitrust lawsuit. Who is the winner here? It is not as obvious as one might think. A month from going to trial, Caldera accepted some deal from Microsoft that every newspaper and web site has valued at $155 million. This is based on multiplying the three cents per share charge against earnings that Microsoft says it will take to pay for the deal times the number of Microsoft shares outstanding. Caldera, which was suing for $1.5 billion, is happy. Microsoft is happy. What's wrong with this picture? What's wrong in my view is Caldera settling for 10 cents on the dollar. There is more to this deal than meets the eye.

Caldera inherited its legal position from Novell along with the DR-DOS operating system. Caldera's largest shareholder by far is Ray Noorda, the guy who led Novell to greatness in the 1980s then generally blew it in the 1990s with a series of stupid acquisitions. Caldera's case was as close to open and shut as these things get. I know this not just as an observer of both companies over the years, but also because I was contacted last year by lawyers for Microsoft looking for an expert witness. Microsoft's lawyers were desperately seeking someone, anyone, who would testify with authority that Redmond is sweet and benevolent or even clueless and unguided (take your pick). "You've lost," I told the lawyers. "Settle this thing." I knew it would never go to trial.

But if Caldera's position was so strong, why settle for so little? One argument might be that Noorda wanted to clear the decks before Caldera's upcoming IPO. As a Linux vender the company stands to make billions on paper from the current Linux frenzy. I am sure this was pointed-out by Microsoft, a company that loves to show how much their partners will gain from third-parties and other external synergies. And maybe it is true. But I'd be willing to bet that there is a further component to this settlement, one that Microsoft can see as not affecting earnings and therefore is not required to report. Maybe Microsoft has agreed to make a future investment or maybe they will be abandoning to Caldera some specific market segment. Either way, there is more to this deal than meets the eye. Or maybe Noorda is just getting soft.

My favorite story of all comes not from this week, but from last week, when Steve Jobs announced that he would no longer be Apple Computer's Interim CEO-for-life. Steve removed the "I" from his title and finally accepted the job for real. Why did he do that? People I spoke with at the MacWorld show seemed generally excited about the prospect of having Steve on the job fulltime, but I seemed to be the only person asking for his motivation. After three years as interim CEO, why would Steve make such a change?

Forget about pressure from the board, because that doesn't exist. Jobs' success at Apple means he can do whatever he likes with the company. And forget the idea that Jobs would even give a damn about external pressure or what anybody else might think. This is a man who LIKES making others uncomfortable.

There are only two reasons why Steve Jobs would change his title at Apple. One possibility is that he wanted to cut a new deal for himself with the board. Maybe Steve was finally tired of being paid $1 per year and receiving no stock options. I, for one, will certainly be scanning with interest Apple's next quarterly report to the SEC, looking for some sign that Steve's compensation package has changed. But I don't think that's the reason the title was changed.

I think Jobs dropped the "I" because Apple didn't make any hardware announcements at MacWorld. Everyone expected the new high-end notebooks, codenamed Pismo, to be announced, but they weren't. Instead, Apple mumbled some intentions of leveraging its web site, set a new date for MacOS-X, and generally showed off vaporware. The company had to have been worried that investors would react negatively to the hardware delay. So Steve dropped the "I" from his title, sending Apple's stock up when it might have gone down. That's all it means.

Sorry.

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