On July 17th, I had this to say about IHOP's (NYSE: IHP) deal to acquire to buy Applebee's (NASDAQ: APPB): "iHop shares soared on the news -- it's one of the only times I can think of that shares of an acquiring company have risen 3 times as much as those of the company being acquired. The premium was tiny -- the stock traded higher a month ago -- and represented a paltry return for the company's shareholders... I'm surprised none of the big institutional shareholders haven't spoken up yet."

Well none of the big institutional shareholders has spoken up, but a small yet feisty one has. Sardar Biglari, the Chairman and CEO of The Lion Fund and Western Sizzlin (OTC BB: WSZL), issued a press release blasting the deal:

I believe Applebee's board has made a grave mistake in agreeing to an undervalued bid for the entire company...

My assertions appear supported by the market's response to the announcement of the proposed transaction. On July 13, 2007, the business day prior to the announcement of the transaction, IHOP's and Applebee's stocks closed at $56.25 and $24.38, respectively. Since that announcement, IHOP's market value has jumped by approximately 16%, or $153 million, to $65.02 per share as of yesterday's close of business. However, the stock price of Applebee's, the acquiree, enjoyed virtually no premium, nay less than 1%, as of yesterday's close of business. Usually, it's the selling company, not the buying one, whose stock price appreciates substantially. Clearly, the proposed acquisition price does not reflect the fair value of Applebee's stock, and the substantial inherent value of Applebee's is being transferred to IHOP shareholders, as evidenced by the sizable increase in IHOP's market capitalization. In other words, we believe that if Applebee's undertook the same initiatives as IHOP has in mind, the appreciation IHOP recently gained would, at the very minimum, shift to Applebee's.

This is exactly the argument that I made. Biglari is 100% right in his criticism, and his recent success in getting a deal done at Friendly's (AMEX: FRN) gives him some credibility.

It remains to be seen whether his effort will gain the momentum to nix the deal or get a higher price, but it's a pretty low-risk wager for Biglari. He controls just 1.4% of the company, so he will need to get some big money backers for this battle to go anywhere.