Forget Earnings Season. It’s Takeover Season.

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Motley Fool Hidden Gems Investing 21 min 3 speakers 4 chapters transcribed 4 months ago
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What is the main topic discussed in this episode?

Jon Quast 0:02
You can forget earnings season. It's suddenly takeover season. You're listening to Motley Fool Hidden Gems Investing. Welcome to Motley Fool Hidden Gems Investing. I'm John Quast, and I'm joined by Fool contributors Rachel Warren, and filling in for us today is Travis Hoyum. Today we have a show that is going to center around mergers and acquisitions. Even though we're in the throes of earnings season, but the weekend news flow about acquisitions was just too juicy to pass up. We're going to try to be true to our hidden gems theme here. We're going to try to look at some hidden things that might make a acquisition better than others make it break it you know but let's start with the lead here and it's the big headline over the weekend and that's that gamestop is entering the conversation right let me frame this back in january gamestop ceo ryan cohen said he was looking for an acquisition
Jon Quast 0:56
And he said the acquisition needed to be big. In fact, he said it needed to be very, very, very big. He was looking for a resilient business. He was looking for an undervalued, publicly traded company and specifically looking for sleepy management, in his words. And now we know what the company is. They are targeting eBay. So over the weekend, GameStop A company with a market cap of about $11 billion offered to acquire eBay for nearly $56 billion. And it's a complete takeover. Ryan Cohen is proposing himself as the new CEO of the combined company. And it's just a crazy deal. Have we ever seen anything like this? And is it even possible?
Rachel Warren 1:36
Yeah, I mean, there's definitely historical precedent for this. I mean, you have a famous example back in the 1980s, right, with Capital Cities. They're a relatively small media company. They acquired ABC. That was a company that was nearly four times its size at the time. And of course, back then, that deal was very much financed by famous investor Warren Buffett, Oracle of Omaha himself. He provided about $500 million in exchange for up to a 25% share in the combined company. And that deal was one of many, I think, that proved that you could have a smaller, more aggressive firm swallow a corporate giant if they had the right financial backing. Now, you talk about this GameStop and eBay proposed deal to fund the cash portion of this deal.
Rachel Warren 2:15
Ryan Cohen, he secured a $20 billion debt financing commitment from TD Securities. That's the investment banking arm of TD Bank. And the idea is this would act as a bridge between GameStop's existing cash pile and the total offer. It's a risky maneuver. GameStop's offered $125 a share in a 50-50 cash and stock deal that actually represented about a 20% premium over eBay's Friday share price close. But I think you also see a situation where Cohen has to convince the market that this combined entity would be more valuable than the two companies standalone.

What is the significance of GameStop's proposed acquisition of eBay?

Rachel Warren 2:47
And if the board were to refuse the offer, if the board of eBay refuses the offer, I think maybe the only path forward is some kind of a hostile proxy fight. So this will be really interesting to see play out.
Travis Hoium 2:57
Yeah, it's definitely happened before. This isn't completely new. We could go back to Norwest buying Wells Fargo in 1988, essentially just took over the name Wells Fargo. Kmart bought Sears. Remember that was when Eddie Lampert kind of made his name known. Don't know that that's necessarily worked out over the past 20 years or so. Yeah, I don't know if GameStop wants to be Kmart. Yeah, that's not necessarily a great omen for them. I've been following gaming for 20 years. And Eldorado, which was a company that most of us had never heard of a couple of years before that, bought Caesars Entertainment. So this has happened before. It is kind of a situation where GameStop's got to figure out where in the world they go next.
Travis Hoium 3:38
Their business isn't exactly doing great. So might as well buy something. And I guess eBay's for sale.
Jon Quast 3:42
And I feel like it's worth pointing out here that GameStop has quietly acquired a 5% stake in eBay, according to Cohen. Now, this is not pure shares here.

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