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Mergers not heaven sent: Citi, GM, Chrysler, Sirius, AOL, Yahoo!, Microsoft

Almost two years ago I posted a downbeat opinion about a merger that went through and one that did not. However the latter is being discussed again, unbelievable! SEE: GM/Chrysler or Sirius/XM: Two losers don't equal a winner.

In the story I rant about all the things that would improve General Motors (NYSE: GM) and where it is lacking -- noting that being bigger and having more models, less focus and more debt, are not among them. Eventually Cerberus made the big bet and lost. You can be sure they would like to play that hand over again.

Now all three U.S. car companies are in trouble with billions of dollars of losses and huge debt overhangs. All three begged for, and received some amount of federal relief and will need more to sustain themselves though 2009 as it proves to be every bit as tough as 2008 was. Despite everything, GM and Chrysler have been pondering a merger again. BAD IDEA! GM does not need the distraction, they need more focus -- nothing but intense focus!

There is not much that needs to be said about the difficult time Sirius XM Radio (NASDAQ: SIRI) is having getting to profitability. The merger with XM radio did little more than remove a competitor. The company is going to lose out to internet radio and billions have been lost.

When last I posted on the subject, I ranted that investors should look somewhere else. At the time it was trading around $2.50. Now it is trading around 11 cents. SIRI has approval from shareholders to do a reverse stock split of up to 50 to 1.

Now the grand supermarket of banks, Citigroup (NYSE: C), has sold off 51% of its Salomon Brothers investment house, and reported a loss of $8.9 billion dollars and that it will split into two companies. This all sounds so familiar. As a matter of fact, I am having deja vu moments every time Citi reports anything because I wrote Break up Citigroup as soon as possible a long time ago!

Last week I wrote Why do BAC and JPM want to be Citigroup? and this week we learn Bank of America (NYSE: BAC) may have bit-off more than it can chew and, contrary to its previous claims, will need to be propped up by the federal government again along with Citi. And to add insult to injury, if you own the stock, you will be delighted to learn they are also reducing the dividend to a penny. Just like the penny you may not pick up in the street; it would have been wiser to walk right past this stock.

One thing that I have learned from my 30 years of investing, and something you will read over and over again on most investment sites and business journals, is companies that are focused and simple to understand provide superior performance and more transparency than those that are not.

In the last Wall Street blow-up, Enron and Worldcom acquired and merged with great frequency and leveraged themselves to hell. The business' grew larger and more complicated and were a big mess. Still Wall Street analysts were pretending to understand the books in most cases, or drinking the kool-aid, leading investors astray for years.

When it comes to mergers and acquisitions, I think that the buyer must be able to demonstrate value and not pay too much for intangibles. Why should a company "shop" for things at top dollar when there are bargains to be had? Why is it different than buying a pair of shoes or a car?

Warren Buffett has bought a lot of companies and each time was buying a bargain. At least that was the plan. In the cases where the target got away, he was fine with missing out if he could not buy at the right price.

Microsoft (NASDAQ: MSFT) was very fortunate to have not come to terms with Jerry Yang in their attempt to acquire Yahoo! (NASDAQ: YHOO). They would have lost as much as $25 billion based on current stock prices. If a penny saved is a penny earned, then I believe Chairman Steve Ballmer has the right to boast at the next earnings conference that he saved the company all that money -- for real!

I ranted about all this too Serious Money: What is Yahoo (YHOO) worth? Maybe a lot less a long time ago. It has been said that sometimes the best deals are the ones that do not get done. You must be willing to walk away some times. I play poker, and it takes great discipline to throw away pocket aces. I am sure most people reading this story can think of a few occasions when they were as thankful for some things they did not do.

There has been some talk of AOL, a division of Time Warner (NYSE: TWX) merging with Yahoo! This conversation has been ongoing, off and on, for years. I happen to think a deal could be struck that would benefit both sides in this case. However, AOL and Time Warner were both parties to one of the worst mergers (for TWX shareholders) that the world has ever known.

There are cases where mergers and acquisitions have worked out great. Cisco Systems (NASDAQ: CSCO) has built a large empire acquiring smaller companies, but they are cautious, do not stray far from their core competencies, and usually take very measured bites. The same is true for Nucor Corp. (NYSE: NUE).

Any merger or acquisition should be viewed with some cynicism until the case has been made with great clarity and independent analysis.

2009 will continue to be a year of great unwinding events in corporate America. Maybe this will be someting positive to remember about this year when all has been told. I certainly hope so.

Sheldon Liber is the CEO of a small private investment company and the principal for design and research at an architecture & planning firm. He writes the columns Chasing Value and Serious Money.

DISCLOSURE: I currently own shares of BRK.B, and TWX.

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Last updated: November 25, 2009: 06:29 PM

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