An AOL merger would have Time Warner screaming Yahoo!
In the wake of Microsoft’s unsolicited takeover bid, Yahoo has been searching for a way to appease its disappointed shareholders while simultaneously remaining independent. With its shares down roughly 30% from an offer-driven high, it may be time for the Sunnyvale, Calif.-based Internet services provider to query its own search engine for its next move. 
The pressures weighing on Yahoo are three-fold: the Internet advertising market has been hurt by a slowing U.S. economy, billionaire investor Carl Icahn has begun a proxy battle to unseat Yahoo’s board, and the company has apparently lost the opportunity to sell to Microsoft at a significant premium. Since announcing that merger talks with Microsoft ended on June 12, Yahoo shares have fallen more than 20%.
According to Citigroup analyst Jason Bazinet, Time Warner’s AOL segment has had a similarly turbulent 2008, and a deal between Yahoo and Time Warner could provide long-term benefits for both stocks. Bazinet pointed out that the migration to a free AOL service hasn’t gone as smoothly as investors had hoped, the division’s recent acquisition of the social media network Bebo was frowned upon by investors and the dial-up business continues to contract. “The strategic logic (for a deal) is arguably compelling,” Bazinet said, “and the potential financial benefits are sizable.”
Citigroup estimates that a sale of the AOL unit to Yahoo could create $900 million in annual savings from duplicative content payments, sales force reductions, and the elimination of redundant research and development. Additionally, Yahoo would gain display scale and keep its search options open, while Time Warner would gain Internet scale via a passive equity stake in a larger entity by exchanging its advertising business for a position in Yahoo.
Yet, the broker expects a deal to be more positive for Time Warner. Citigroup estimates between 33 cents and $3.45 per share of earnings gains for the media and entertainment company, assuming a bid for AOL between $8 billion and $12 billion. For Yahoo, its share of synergies could be worth between 74 cents and $3.06 per share in earnings, but the transaction would likely remove any remaining Microsoft-inspired premium. Therefore, Citigroup expects Yahoo’s investor reaction to be muted on the purchase of AOL.
“The bottom line is that we think Yahoo and AOL could merge,” Bazinet said in a note to clients. “Although given the potential Microsoft-inspired premium that may still be embedded in Yahoo’s equity, the near-term benefits would seem materially greater for Time Warner than Yahoo.”








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