Microsoft (NASDAQ: MSFT) has engaged investment bank Morgan Stanley (NYSE: MS) to help it unload digital agency Razorfish. Publicis (OTC: PGPEF) is looking for targets in the online ad space and could be a possible bidder.

Razorfish has been valued at $600 million to $700 million, based on a top line of approximately $400 million for its last fiscal year and peer margins of 12% to 13%. The company boasts 2,000 employees and clients that include Audi, Nike (NYSE: NKE) and Kraft (NYSE: KFT). Microsoft bought the company as part of a $6 billion deal to acquire aQuantive. At the time, Razorfish was known as Avenue A Razorfish, as the result of a merger sealed in the wasteland known as the "dotcom bust."

MOST NOTEWORTHY: HSBC Holdings, WPP Group and Aware were today's noteworthy downgrades:

• Morgan Stanley downgraded HSBC Holdings (NYSE: HBC) to Underweight from Equal Weight to reflect expected losses at the company's U.S. unit.
  
• ABN Amro cut WPP Group (NASDAQ: WPPGY) to Hold from Buy as they expect slowing top-line growth from stagnant marketing budgets.
  
• Merriman downgraded shares of Aware (NASDAQ: AWRE) to Neutral from Buy after DSL royalty revenue declined for a third straight quarter.

OTHER DOWNGRADES:

• Goldman removed McDonald's (NYSE: MCD) from its Conviction Buy List.
  
• Suntrust downgraded Goodrich Petroleum (NYSE: GDP) to Reduce from Neutral.
  
• Merrill lowered Grupo Aeroportuario (NASDAQ: OMAB) to Neutral from Buy.

MAJOR PAPERS:

• Barron's Online's (subscription required) "Inside Scoop" column reported that Adobe Systems (NASDAQ: ADBE) founder and co-chairman John Warnock sold 25K shares for $1.1M last week, according to SEC data.
• The Wall Street Journal (subscription required) reported that Ben Bernanke, the Federal Reserve chairman, last night said that while the housing market will continue to be a "significant drag" on the U.S. economy next year, strong income growth has kept consumer spending steady.

OTHER PAPERS:

• Verizon Communications (NYSE: VZ) told Congressional investigators that it has provided customers' telephone records to federal authorities in emergency cases without court orders hundreds of times since 2005, reported the Washington Post.
• Ad agency WPP Group (NASDAQ: WPPGY) is in final negotiations to acquire Blast Radius, an Internet agency, reported the U.K. Times.
• Smith & Nephew (NYSE: SNN) is being investigated by the SEC on bribery allegations, according to the U.K. Times.
• Activist investor Knight Vinke is attacking HSBC (NYSE: HBC) once again, according to the U.K. Times.

WEBSITES:

• DigiTimes.com reported that Taiwan Semiconductor Manufacturing Company (NYSE: TSM) has denied a report by the Ottawa Citizen which speculated that Taiwan Semi was seeking to acquire Canadian design house Emerging Memory Technologies, saying the rumors were false.
• TechCrunch.com reported that Napster (NASDAQ: NAPS) is switching from its desktop client to a fully web based client, enabling users to listen to their music from any computer after logging into the service.

MOST NOTEWORTHY: American Eagle, CVS/Caremark, Office Depot, WPP Group and Pixelworks were today's noteworthy upgrades:

• American Eagle Outfitters Inc (NYSE: AEO) was upgraded to Outperform from Market Perform at Wachovia, as the firm believes momentum from a strong Spring/Summer can carry into the fall/Holiday seasons.
  
• JP Morgan views CVS/Caremark Corporation (NYSE: CVS) as the most sophisticated healthcare offering, the largest PBM, and has first mover advantage. The firm upgraded shares to Overweight from Neutral.
  
• JP Morgan also upgraded shares of Office Depot Inc (NYSE: ODP) to Overweight from Neutral based on valuation and potential turnaround.
  
• Morgan Stanley upgraded WPP Group (NASDAQ: WPPGY) to Overweight from Equal Weight as they believe the company can still meet its profit forecasts and margin goals in a slowing global economy.
  
• Jefferies upgraded shares of Pixelworks Inc (NASDAQ: PXLW) to Hold from Underperform on valuation as they no longer believe the risk/reward favors shorting at these levels.

OTHER UPGRADES:

• Stifel upgraded Tempur Pedic International (NYSE: TPX) to Buy from Hold.
  
• Merrill upgraded Tyco Electronics (NYSE: TEL) to Buy from Neutral.
  
• BB&T upgraded Celanese Corporation (NYSE: CE) to Buy from Hold.
  
• CIT Group Inc (NYSE: CIT) was upgraded to Outperform from Neutral at Credit Suisse.

MAJOR PAPERS:

• Barron's Online's "Inside Scoop" column reported that from Sept. 19-21, former Wal-Mart Stores Inc (NYSE: WMT) CEO David Glass grossed more than $13.3M by selling 300K Wal-Mart shares on the open market, according to SEC.
• The UAW walked out on General Motors Corporation (NYSE: GM) yesterday because negotiations stalled when the United Auto Workers said they should get some sort of job guarantees from GM, reported the Wall Street Journal.
• The Financial Times reported that BP's (NYSE: BP) Q3 revenue will be "dreadful" and the company will undergo a far-reaching shakeup, BP CEO Tony Hayward has reportedly told his staff.

OTHER PAPERS:

• Having completed a deal with aQuantive for $6B, Microsoft Corporation (NASDAQ: MSFT) wants to make one more deal this year. The question the New York Post asks is, will it be with Facebook or Yahoo Inc (NASDAQ: YHOO)?
• The Economic Times reported that Reliance Retail is in talks with the Gap Inc (NYSE: GPS) for a franchisee arrangement for Reliance Retail's apparel business.

WEBSITES:

• According to executives familiar with the review, the winner of Dell Inc's (NASDAQ: DELL) $760M ad account will either be the WPP Group (NASDAQ: WPPGY) or the Interpublic Group of Companies Inc (NYSE: IPG), with the final round of pitches to be made in three weeks, according to AdAge.com.

MOST NOTEWORTHY: Sunoco, Primedia, WPP Group, Publicis and Newfield Exploration were today's noteworthy downgrades:

• Sunco Inc (NYSE: SUN) was downgraded to Neutral from Buy at Banc of America, as the firm believes Sunoco's valuation discount is justified since its net margin/barrel is almost $2.50 below its closest peer due to inferior assets.
  
• Deutsche Bank downgraded shares of Primedia Inc (NYSE: PRM) to Hold from Buy on valuation.
  
• Citigroup downgraded shares of WPP Group (NASDAQ: WPPGY) to Hold from Buy and shares of Publicis Groupe (NYSE: PUB) to Sell from Hold to reflect their more cautious view of the advertising sector.
  
• Goldman sees better catalysts at other E&Ps and downgraded Newfield Exploration Company (NYSE: NFX) to Neutral from Buy.

OTHER DOWNGRADES:

• Jefferies downgraded Macrovision Corporation (NASDAQ: MVSN) to Hold from Buy.
  
• Merrill Lynch downgraded American Eagle Outfitters (NYSE: AEO) to Sell from Neutral.
  
• Citigroup downgraded Bachoco (NYSE: IBA) to Hold from Buy.
  
• Wimm-Bill-Dan Foods (NYSE: WBD) was downgraded to Sell from Buy at UBS.

MAJOR PAPERS:

• Barron's Online's (subscription required) "Weekday Trader Extra" reported that Wall Street is eyeing the negotiations of the First Data Corp (NYSE: FDC) buyout, as there has been talk that Kravis Roberts might be willing to make some concessions to a bank group arranging financing for the purchase.
• The Wall Street Journal (subscription required) reported that General Motors Corp (NYSE: GM) has sent the UAW two proposals as their negotiations are nearing the deadline.
• With near record high oil prices, there are signs that OPEC may increase crude output 2%, or 500,000 barrels a day, as a gesture to comfort oil markets, according to the Wall Street Journal.

OTHER PAPERS:

• The Associated Press reported that EPR, a leftist guerrilla group, said they caused a number of explosions yesterday aimed at about six Mexican oil and gas pipelines, resulting in millions of dollars in lost production and unsettling financial markets.
• Countrywide Financial Corporation (NYSE: CFC) is reportedly working with Goldman Sachs Group (NYSE: GS) and a law firm to put together another multi-billion dollar bailout plan for Countrywide, the nation's largest home lender, reported the New York Post.
• Sir Martin Sorrell believes that WPP Group (NASDAQ: WPPGY), the company he has built and is currently the CEO of, is likely to appoint his successor from within the company, reported the Telegraph.

When I go to NY, I try to meet up with 24/7 Real Media (NASDAQ: TFSM)'s CEO Dave Moore (I did an interview with him back in August for BloggingStocks). He's a pioneer of the online advertising space and started his company back in 1995.

In fact, his company nearly went bust during 2002 but he was able to save everything. Now, he has sold his company to WPP Group PLC (NASDAQ: WPPGY) for a cool $649 million.

To get some insight on the deal, I talked to Tim Vanderhook, the CEO of online advertising company Specific Media. According to him:

"This acquisition shows a continued interest by traditional ad agencies to bring search marketing services into their fold. 24/7 Real Media is best known for its industry-leading search marketing tools, along with its ad-serving technology. Although 24/7 gives WPP the ability to enter the display advertising market, this purchase is primarily driven for the need to bring search engine marketing services under the big agency umbrella. 24/7 purchased Decide Interactive in 2004 and successfully scaled the technology to a very large consumer base. For WPP, this acquisition allows them to push the search marketing technology out to all of the agencies it owns and gives them higher margins in an industry that is struggling to maintain the status quo. The increased margin can only happen if they are able to funnel their current clients' search engine marketing campaigns through 24/7's technology. This will be a very lucrative deal for WPP in the long run if they are able to truly integrate this business into all of the agencies they own. Unique and differentiated technologies will be the key to success in the future as large ad agencies seek to differentiate their service offerings from each other. "

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Reports today suggest Microsoft (NASDAQ: MSFT) is poised to launch the next salvo in the scramble for vertical integration of the digital marketing industry by purchasing 24/7 Real Media Inc. (NASDAQ: TFSM). 24/7, whose ticker symbol is coincidently the mirror image of Microsoft's, provides e-marketing strategies, analytics, search marketing and campaign management. Its client list includes British Airways, Forbes.com, United, and Playboy.

If it buys 24/7, Microsoft would join Google and Yahoo in positioning themselves to provide advertisers with a one-stop shop for content, ad opportunities appearing on that content, campaign design, management and measurement. For example, Google offers content on, among others, Search and YouTube, while its AdWords and recently acquired DoubleClick manage the sale and placement of ads on its content.

According to the New York Post, the current asking price for 24/7 is $1 billion, no doubt boosted by Google's recent purchase of DoubleClick. Last week, the New York Post reported that advertising giant WPP Group (NASDAQ:WPPGY) was also considering a purchase of the company.

These are fat times for companies in the internet advertising delivery stream. Look for more to cash in while the market exuberance is high.

MAJOR PAPERS:

• Barron Online's (subscription required) "Inside Scoop" column reported that Charles R. Schwab sold 800K shares of Charles Schwab Corporation (NASDAQ: SCHW) for nearly $16M this past Friday.
• The Wall Street Journal (subscription required) reported that the human rights organization Human Rights Watch has released a report alleging that Wal-Mart Stores Inc (NYSE: WMT) spied on unions and violated other federal labor laws.
• The Wall Street Journal reported that Carl Icahn took out a full page ad to get the attention of Motorola Inc (NYSE: MOT) shareholders who will vote on board members at Monday's company annual meeting.
• The Financial Times (subscription required) reported that Sony Corporation (NYSE: SNE) Pictures Entertainment has formed a new division for the production of international films.

OTHER PAPERS:

• According to a New York Post exclusive, Microsoft Corporation (NASDAQ: MSFT) has emerged as a contender to buy Internet ad company 24/7 Real Media Inc (NASDAQ: TFSM), along with ad firm WPP Group (NASDAQ: WPPGY).

Boasting a market cap of $19 billion, WPP Group (ADS) (NASDAQ: WPPGY) focuses on the communications needs of major clients and produces multi-million dollar ad campaigns. To protect its franchise, the company is moving into social networking and video. Its most recent deal is a strategic investment in VideoEgg.

VideoEgg is a privately-held company that provides editing tools and an ad network that serves 15 million videos a day. The company has distribution deals with more than 60 online communities, including Time-Warner's (NYSE: TWX) AOL, Tagged, and Bebo.

According to a recent Jupiter Research report, about a quarter of adult Internet users in the US regularly visit social networking sites. Users create profiles, meet new friends, and share videos.

This represents a big opportunity for brand advertisers. "Social networking sites are extremely interesting to brands because the audiences are filled with users seeking membership in particular interests," said Robb Hecht to me in an interview. Hecht operates media consulting firm IMC Strategy Lab.

MAJOR PAPERS:

• The Wall Street Journal (subscription required) reported that Fred Anderson, the former Apple (NASDAQ: AAPL) CFO, said through his lawyer that Apple CEO Steve Jobs misled him regarding board actions on stock-option awards.
• The Wall Street Journal reported that The Royal Bank of Scotland-led consortium of banks fighting Barclays (NYSE: BCS) in an attempt to acquire ABN Amro (NYSE: ABN) indicated it would pay EUR39 per share, or $98.5B, for the Dutch bank.
• The next CEO of Royal Dutch Shell (NYSE: RDS.A) will probably be promoted from within the company, Royal Dutch Shell chairman Jorma Ollila said yesterday, reported the Financial Times (subscription required).
  

OTHER PAPERS:

• The New York Times reported that Jarden Corp. (NYSE: JAH) will acquire K2 Inc. (NYSE: KTO) for about $1.2 billion in cash and stock, or $15.50 per share.
• According to a New York Post exclusive, WPP Group (NASDAQ: WPPGY) is among the suitors for 24/7 Real Media, which is on the auction block.
• The U.K. Times has reported that US Airways (NYSE: LCC) has pulled out of a $3.7 billion deal with Airbus, for Boeing (NYSE: BA), which US Air will order 20 to 30 787 Dreamliners from, worth between $3.2 billion and $4.9 billion.